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Item 8. Financial Statements and Supplementary Data

2025-03-06 compared with 2024-02-27 · 1415 added, 790 removed, 781 unchanged (74% of the section changed)

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Opinion on the Financial Statements

We have audited the accompanying balance sheets of Comstock Inc.

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

(“the Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

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Spokane, Washington

February 27, 2024

March 6, 2025

COMSTOCK INC.

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AS OF December 31, 2024 and 2023

December 31, 2023 December 31, 2022

December 31, 2024

December 31, 2023

Current Assets:

Cash and cash equivalents

Investments 18,912,985 —

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

Assets held for sale — 21,684,865

Deposits - current portion 14,000 809,583

$ 954,271 $ 3,785,577

Accounts receivable

2,419,671 26,364

Derivative assets

Assets held for sale - land and mineral rights and properties

Prepaid expenses and other current assets

595,320 458,213

Total current assets

12,558,045 23,183,139

Non-current Assets:

Investments 31,260,928 18,784,327

38,885,998 31,260,928

Mineral rights and properties

11,250,121 13,302,013

Properties, plant and equipment, net

Deposits 411,268 —

8,605,094 15,204,030

411,268 411,268

Reclamation bond deposit

3,259,514 2,850,518

Notes receivable and advances, net

2,430,291 980,291

Intangible assets, net

5,859,152 15,866,032

Finance lease - right of use asset, net

Other assets 484,359 194,035

3,088,188 2,923,766

Operating lease - right of use asset, net

4,650,862 237,617

311,348 246,742

Total noncurrent assets

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

78,751,836 83,283,205

$ 91,309,881 $ 106,466,344

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

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AS OF December 31, 2024 and 2023

December 31, 2023 December 31, 2022

December 31, 2024

December 31, 2023

LIABILITIES AND STOCKHOLDERS' EQUITY

1 unchanged sentence

Accounts payable

$ 2,853,263 $ 1,333,980

Accrued expenses and other liabilities

Deposits 410,100 422,603

4,518,497 2,283,986

Deferred revenue

151,939 78,495

Derivative liabilities

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

Finance lease - right of use lease liability

Debt, net - current portion 4,495,660 1,795,890

490,075 838,676

97,593 4,495,660

Total current liabilities

8,111,367 14,841,025

Long-term Liabilities:

Reclamation liability

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

6,033,418 5,606,681

Operating lease - right of use lease liability

4,826,785 205,154

Deferred revenue

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

8,390,000 5,355,062

Other liabilities

4,179,226 1,025,000

Total long-term liabilities

23,429,429 13,348,147

TOTAL LIABILITIES

31,540,796 28,189,172

COMMITMENTS AND CONTINGENCIES (Notes 12 and 20)

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Additional paid-in capital

395,263,560 363,889,245

Accumulated deficit

( 335,651,065 ) ( 282,329,611 )

Total equity - Comstock Inc.

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Total stockholders' equity

59,769,085 78,277,172

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 91,309,881 $ 106,466,344

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, 2024 and 2023

December 31, 2023 December 31, 2022

Revenue $ 1,274,449 $ 178,150

December 31, 2024

December 31, 2023

$ 3,016,163 $ 1,274,449

Cost of goods sold

Operating expenses:

Selling, general and administrative expenses

12,703,056 12,588,626

Research and development

19,098,183 6,117,305

Depreciation and amortization

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

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

2,242,554 2,477,525

Impairment of intangible assets

Impairment of properties, plant and equipment

Gain on sale of Facility and mineral rights (Notes 4 and 9)

( 804,489 ) ( 7,304,570 )

Total operating expenses

42,231,220 13,878,886

Loss from operations

( 39,666,995 ) ( 12,604,437 )

Other Income (Expense):

Gain (loss) on investments

( 711,920 ) 25,034,875

Interest expense

( 2,971,351 ) ( 1,646,724 )

Interest income

302,091 251,969

Change in fair value of derivative instruments

Gain on conversion of debt 129,705 —

Impairment of intangibles — ( 338,035 )

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

Impairment of goodwill — ( 12,788,671 )

1,284,614 961,085

Gain (loss) on conversion of debt

( 9,755,686 ) 129,705

Loss on debt extinguishment

( 817,498 ) —

Other income (expense)

( 1,066,153 ) ( 1,600,221 )

Total other income (expense), net

( 13,735,903 ) 23,130,689

Net income (loss)

( 53,402,898 ) 10,526,252

Net income (loss) attributable to noncontrolling interest

( 81,444 ) 1,364,431

Net income (loss) attributable to Comstock Inc.

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Net income (loss) per share - basic

$ ( 3.21 ) $ 0.87

Earnings per Share - Diluted:

Net income (loss) per share - diluted

$ ( 3.21 ) $ 0.87

Weighted average common shares outstanding, basic

16,613,755 10,512,675

Weighted average common shares outstanding, diluted

16,613,755 10,516,936

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, 2024 and 2023

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

Shares Amount

BALANCE - December 31, 2022

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

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

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

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

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

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

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

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

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

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

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

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

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

Sales of treasury stock ( 394,677 common shares)

9,144,201 $ 60,660 $ 348,390,556 $ ( 291,491,432 ) $ ( 3,360,867 ) $ 2,764,542 $ 56,363,459

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

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

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

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

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

Issuance of common stock for cash

1,535,681 10,226 6,889,774 — — — 6,900,000

Issuance of common stock for stock issuance costs

96,345 642 349,358 — — — 350,000

Common stock issuance costs

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

— — ( 599,620 ) — — — ( 599,620 )

Issuance of common stock for conversion of debt and accrued interest

870,581 5,799 4,252,373 — — — 4,258,172

Issuance of common stock in lieu of payment of interest

47,593 317 211,245 — — — 211,562

Warrants issued with note agreement

— — 157,269 — — — 157,269

Payment to Northern Comstock LLC for mineral rights

96,307 641 481,859 — — — 482,500

Employee and director share-based compensation

(4,500 ) 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

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

— — — — — ( 70,355 ) ( 70,355 )

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

BALANCE - December 31, 2023

11,786,208 $ 78,405 $ 363,889,245 $ ( 282,329,611 ) $ ( 3,360,867 ) $ — $ 78,277,172

Issuance of common stock for cash

3,135,579 20,883 7,192,827 — — — 7,213,710

Issuance of common stock for stock issuance costs

25,000 167 84,833 — — — 85,000

Common stock issuance costs

— — ( 225,120 ) — — — ( 225,120 )

Issuance of common stock for debt issuance costs

234,940 1,565 783,246 — — — 784,811

Issuance of common stock for conversion of debt and accrued interest

7,365,354 49,053 23,367,719 — — — 23,416,772

Issuance of common stock in lieu of payment of interest

181,632 1,210 526,331 — — — 527,541

Payment to Northern Comstock LLC for mineral rights

292,070 1,945 480,555 — — — 482,500

Employee and director share-based compensation

— 120 41,679 — — — 41,799

Retirement of treasury shares ( 260,532 shares)

( 260,532 ) ( 1,735 ) ( 3,359,132 ) — 3,360,867 — —

Issuance of common stock for marketing-related costs

99,826 665 362,028 — — — 362,693

Issuance of common stock for Haywood lease amendment

150,000 999 508,851 — — — 509,850

Issuance of common stock for AST lease amendment

497,500 3,313 1,583,712 — — — 1,587,025

Warrant modification associated with debt amendment

— — 108,230 — — — 108,230

Share-based payment recognized as non-controlling interest

— — ( 172,600 ) — — 172,600 —

Rescission of equity agreement (Note 13)

— — 91,156 — — ( 91,156 ) —

— — — ( 53,321,454 ) — ( 81,444 ) ( 53,402,898 )

BALANCE - December 31, 2024

23,507,577 $ 156,590 $ 395,263,560 $ ( 335,651,065 ) $ — $ — $ 59,769,085

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, 2024 and 2023

December 31, 2023 December 31, 2022

December 31, 2024

December 31, 2023

CASH FLOW FROM OPERATING ACTIVITIES

Net income (loss)

$ ( 53,402,898 ) $ 10,526,252

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

Depreciation 435,683 617,809

Depreciation and amortization

2,191,601 2,433,332

Amortization of finance leases

49,663 44,193

Amortization of discount associated with finance leases

16,445 246,038

Amortization of debt discount and other debt-related items

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

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

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

1,297,143 816,429

Accretion of reclamation liability

415,792 380,176

Impairment of intangible assets (Note 6)

Impairment of properties, plant and equipment (Note 4)

Gain on sale of mineral rights and Facility (Notes 4 and 9)

( 804,489 ) ( 7,304,570 )

(Gain) loss on investments (Note 2)

711,920 ( 25,034,875 )

Research and development expense paid with common stock (Note 8)

Research and development expense recognized on GenMat transaction (Note 2)

Gain on write-off of SSOF deposits

( 400,000 ) —

(Gain) loss on conversion of debt

9,755,686 ( 129,705 )

Loss on extinguishment of debt

Employee and director share based compensation (recapture)

41,799 ( 2,256 )

Change in fair value of derivative instruments

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

( 1,284,614 ) ( 961,085 )

Loss on Pelen option

Share of net loss of equity-method investments

Impairment of goodwill — 12,788,671

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

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

Impairment of Flux Photon intangibles — 338,035

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

1,764,643 1,715,689

Write-off of expense related to Fenix prepaid

Interest expense paid with common stock

Other ( 19,085 ) ( 25,605 )

527,541 211,562

( 111,307 ) ( 19,085 )

Changes in operating assets and liabilities:

Accounts receivable

( 643,307 ) ( 26,364 )

Prepaid expenses and other current assets

253,732 77,180

Deposits - assets

Other assets 387,730 81,582

( 64,606 ) 387,730

Accounts payable

1,839,259 31,371

Accrued expenses and other liabilities

( 976,002 ) 714,705

Deferred revenue

( 1,082,806 ) 1,156,250

Deposits - liability

Other liabilities

2,699,999 500,000

Net cash used in operating activities

( 13,942,674 ) ( 13,625,221 )

CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of mineral rights and property, plant and equipment

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

( 934,724 ) ( 1,819,065 )

Proceeds from sale of mineral rights (Note 4)

Proceeds received from the sale of the Facility (Note 9)

Proceeds from sale of ABTC common shares

December 31, 2023 December 31, 2022

Proceeds from sale of Green Li-ion preferred shares

Purchase of Facility (Note 9)

— ( 12,000,000 )

Payments on contractual commitments associated with derivatives

Advances to Sierra Springs Opportunity Fund, Inc.

( 2,584,364 ) ( 8,025,000 )

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 )

Investment in SSOF

( 530,000 ) —

Funding of RenFuel note receivable

( 1,450,000 ) —

Advances to GenMat

( 1,285,637 ) —

Advances to SSOF

— ( 1,995,000 )

Acquisition of intangible asset

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

( 285,000 ) ( 200,000 )

Funding of reclamation bond

( 274,711 ) —

( 134,285 ) ( 109,994 )

Net cash provided by (used in) investing activities

( 6,478,721 ) 3,630,541

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

COMSTOCK INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

FOR THE YEARS ENDED December 31, 2024 and 2023

CASH FLOWS FROM FINANCING ACTIVITIES:

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

LINICO distribution to AQMS ( 70,355 ) —

Principal payments on financing leases

( 100,260 ) ( 301,540 )

Proceeds from the issuance of common stock

Proceeds from sale of treasury stock — 240,077

7,213,710 6,900,000

Principal payments of debt

( 1,363,241 ) —

Issuances of debt

Capital contributed to LINICO from AQMS — 500,000

12,000,000 4,980,000

Debt issuance costs

Common stock issuance costs

Other — 15,805

( 140,120 ) ( 249,620 )

LINICO distribution to AQMS

Net cash provided by financing activities

17,590,089 11,258,485

Net increase (decrease) in cash and cash equivalents

( 2,831,306 ) 1,263,805

Cash and cash equivalents at beginning of year

3,785,577 2,521,772

Cash and cash equivalents at end of year

$ 954,271 $ 3,785,577

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for interest

$ 481,743 $ 503,438

Cash paid for income taxes

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Haywood land lease and acquisition $ — $ 2,050,000

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

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

$ 23,416,772 $ 4,258,172

Issuance of common stock for stock issuance costs

$ 85,000 $ 350,000

Recognition of operating lease liability and right-of-use asset

$ 4,567,814 $ 213,925

Issuance of common shares with debt for issuance costs

$ 784,811 $ —

Investment acquired with payable

$ 1,290,614 $ —

Issuance of common stock for Haywood lease amendment

$ 509,850 $ —

Issuance of common stock for AST lease amendment

$ 378,845 $ —

Fair value of common stock held by GenMat transferred to GenMat Advances (Note 2)

$ 694,969 $ —

Transfer of derivative liability to accrued expenses

$ 3,243,853 $ —

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

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

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

$ — $ 566,327

Warrants issued in connection with note agreement

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

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

Additions of finance leases obligations $ — $ 839,439

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

$ — $ 157,269

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 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”).

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 lignocellulosic fuels, electrification metals and sustainable mineral discovery and mining.

Comstock innovates and advances technologies that enable the production of energy from waste and/or under-utilized natural resources and the extraction and conversion of minerals and metals critical for energy generation and storage.

Comstock has developed and is commercializing sustainable products and solutions that integrate into and leverage existing infrastructure and supply chains and provide clean energy sources and materials supporting clean energy sources that meet the growing global energy demand.

Our goal is to Accelerate the Commercialization of Hard Technologies for Energy Markets primarily in renewable fuels, renewable electrification metals, and other relevant artificial intelligence enabled mineral and materials development.

Our strategies are based on accelerating the rate that our system innovates, enables, and commercializes material science solutions.

Our technologies are designed to reduce reliance on long cycle fossil fuels, shift to short cycle fuels, and lead and support the adoption and growth of the materials necessary to increase the production of global energy.

From 2021 through 2024, we completed a series of foundational transactions and investments designed to build on our competencies and position us and certain new technologies to address the rapidly growing global demand for energy and to enhance our material development capabilities.

Collectively, these transactions added the management, employees, facilities, intellectual properties, and other assets we needed to restructure and transform our company and businesses into leading innovators that commercialize and license technologies that enable the sustainable production of renewable energy, including lignocellulosic fuels, electrification metals and efficient mineral discovery.

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

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

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

REVERSE STOCK SPLIT

On February 24, 2025, the Company effected a one -for- ten ( 1:10 ) reverse stock split of its issued and outstanding shares of common stock.

In connection with the reverse split, all shares of common stock, stock options, per-share and warrant amounts for all periods presented have been adjusted retrospectively to reflect this reverse stock split.

This recast ensures comparability across all periods presented and does not impact previously reported net income (loss), total assets, or total liabilities.

The reverse stock split did not impact the total stockholders’ equity, the number of authorized shares of common stock, or the par value per share.

CONSOLIDATED FINANCIAL STATEMENTS

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

and its wholly owned subsidiaries which include the following:

and its subsidiaries which include the following:

Comstock Fuels Corporation (“Comstock Fuels”);

• Comstock Metals Corporation (“Comstock Metals”);

Comstock Metals LLC (“Comstock Metals”);

Comstock Mining LLC (“Comstock Mining”);

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Comstock Engineering Corporation (“Comstock Engineering”);

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

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

Comstock Exploration and Development LLC (“CED”);

• Comstock Northern Exploration LLC (“CNE”);

Comstock Northern Exploration LLC (“CNE”) (CNE was sold December 18, 2024);

Comstock Processing LLC (“CP”);

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MCU Philippines, Inc.

(“MCU-P”) since June 18, 2022;

MANA Corporation (“MANA”);

• Comstock Fuels Oklahoma LLC, since November 4, 2024;

• GenMat Licensing LLC (“AICo”) since November 6, 2024.

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

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

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

The chief operating decision maker (“CODM”) over the segments is our executive team consisting of our chief executive officer, chief operating officer and chief technology officer.

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 CODM assesses the Company's performance and allocation of capital resources based on our segments.

The Company 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 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.

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.

Our Fuels Segment is administered by our wholly owned subsidiary, Comstock Fuels Corporation, who 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 fats, oils and greases (“FOG”) feedstocks, but the total existing FOG supply can only meet a small fraction of the global mobility demand.

Comstock Fuels plans to enable and elevate domestic energy production capacity by directly building, owning, and operating a network of U.S.

Bioleum Refineries, starting by demonstrating its refining solutions at demonstration scale, with its first planned commercial demonstration facility in Oklahoma.

Comstock Fuels also licenses selected technologies to strategic international and domestic partners, including long term feedstock and offtake agreements.

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.

Our Metals Segment is administered by our wholly owned subsidiary, Comstock Metals, and provides environmentally superior end-of-life solar panel recycling for what we believe is a truly sustainable solar panel supply chain and solar energy system.

Comstock Metals strives to reliably deliver a 100% Zero Landfill Solar Panel Recycling solution for our customers and partners.

During 2024, Comstock Metals expanded its metals recycling team, secured all permitting for its first commercial, demonstration scale facility, secured supply agreements from its first customers, commenced production commissioning activities, commissioned the demonstration facility and recognized revenue from three sources, that is, service fees for decommissioning, tipping fees for the receipt and storage of end-of-life panels and sales from shipments of recycled aluminum, copper, glass and concentrated silver in tailings.

Comstock Metals also completed the site selection and secured the lease on our first “industry-scale” production facility and commenced the design and the permitting thereto, and also received its first county permit for industry-scale storage and processing.

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.

Our Mining Segment generated income in the form of leases, licenses, and related fees and is administered by our wholly owned subsidiaries, Comstock Mining LLC, Comstock Processing LLC and various other local subsidiaries that collectively own, control, or retain a royalty interest in 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”).

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.

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 goals but that are not a component of such other segments or otherwise have distinct operating activities.

Our Strategic Investments Segment includes minority equity, debt and/or equity-linked investments in RenFuel (advanced biofuel development and production), Green Li-ion Pte Limited (lithium-ion battery component recycler and remanufacturing), and Sierra Springs Opportunity Fund (real estate) and other 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.

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

Discrete financial information is available for each operating segment (See Note 19, Segment Reporting ).

Each segment has a distinct cost structure with dedicated management personnel with reporting responsibility to the CODM.

The CODM makes decisions about allocating resources based on the discrete financial information for each segment.

Discrete financial information is available for each operating segment (See Note 19 ).

BUSINESS COMBINATIONS

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

Accounting for acquisitions requires us to recognize, separately from goodwill, the assets acquired and the liabilities assumed at their acquisition-date fair values.

Accounting for business acquisitions requires us to recognize, separately from goodwill, the assets acquired and the liabilities assumed at their acquisition-date fair values.

Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred and the net acquisition-date fair values of the assets acquired and liabilities assumed.

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

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

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.

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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 GenMat and Sierra Springs Opportunity Fund, Inc.

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

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

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

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

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The Consolidated Financial Statements are prepared on the going concern basis of accounting that assumes the realization of assets and the satisfaction of liabilities in the ordinary course of business.

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

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.

The Company has had recurring net losses from operations and had an accumulated deficit of approximately $ 335.7 million at December 31, 2024 .

For the year ended December 31, 2024 , the Company recognized net loss of $ 53,402,898 while cash and cash equivalents decreased by $ 2,831,306 from $ 3,785,577 at December 31, 2023 to $ 954,271 at December 31, 2024 .

The Company intends to fund our operations over the next twelve months from issuance of equity under our existing shelf registration statement and private placements, issuance of subsidiary-level equity, planned licensing and related engineering services, sales and deferred revenue from our solar panel recycling business, planned sales of non-strategic assets and other investments, and existing cash and cash equivalents.

Based on these expected funding sources, management believes we 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 we have been successful in the past in obtaining the necessary capital to support our operations, including registered equity financings from our existing shelf registration statement, non-registered equity placements, non-registered equity issued directly from certain subsidiaries, borrowings, and various other means, there is no assurance we will be able to obtain additional equity capital or other financing, if needed.

We intend to fund our operations beyond the next twelve months from planned sales of non-strategic assets, sales from our solar panel recycling operations, sales from licensing our lignocellulosic technology and related engineering services, issuance of subsidiary-level equity, and borrowings and other various equity financing alternatives from our existing shelf and other registration statements.

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

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impairment of equity investments;

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

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

derivative assets and liabilities;

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stock-based compensation;

• estimates for executive bonuses;

estimates for incentive compensation;

restricted stock.

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NOTES RECEIVABLE

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.

At issuance, notes receivable are recognized 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.

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

From time to time, the Company holds investments in the form of debt securities and other instruments, and equity securities.

Investments in debt are classified as trading, available for sale or held to maturity.

In certain cases, we elect to record the investment under the fair value option.

Investments in debt securities are classified as trading, available for sale or held to maturity.

Investments in debt securities classified as trading or available for sale are reported at fair value.

Investments in debt securities classified as held to maturity are reported at amortized costs.

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

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

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

Investments in equity securities are generally measured at fair value.

Gains and losses for equity securities resulting from changes in fair value are recognized in current earnings.

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

At the end of each reporting period, the Company reassesses whether an equity investment security without a readily determinable fair value qualifies to be measured at cost less impairment, consider whether impairment indicators exist to evaluate if an equity investment security is impaired and, if so, record an impairment loss.

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

In certain cases, we elect to record the investment under the fair value option.

For equity securities without a readily determinable fair value, for which the Company has not elected the fair value option, the Company may elect to use the alternative measurement principle.

Under this approach, the investment is initially recognized at cost and subsequently adjusted for impairments and observable price changes in orderly transactions for the same or similar securities of the investee.

The Company evaluates these investments at each reporting period for impairment indicators.

If qualitative factors indicate that the investment is impaired and the fair value of the security is less than its carrying amount, the Company recognizes an impairment loss in earnings equal to the difference between the carrying amount and fair value.

Additionally, if the Company identifies observable price changes in orderly transactions for the same or similar securities of the investee, the carrying amount of the investment is adjusted accordingly, with the resulting gain or loss recognized in current earnings.

The Company applies a consistent methodology in evaluating observable transactions and impairment indicators to ensure appropriate recognition and measurement (see Note 2 ).

Investments in Joint Ventures and Equity-Method Investments

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.

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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.

The Company recognizes its proportionate share of an equity investee's earnings and losses on a one -quarter lag basis.

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.

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Costs incurred to renew or extend the life of our intangible assets are capitalized.

We review purchased intangible assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

We review indefinite-lived intangibles for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

We review purchased definite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or asset group are expected to generate.

If the carrying value of the assets or asset group are not recoverable, impairment is measured and recorded as the amount by which the carrying value exceeds its fair value.

Goodwill represents the cost in excess of the consideration paid over the fair value of net assets acquired in a business combination.

The Company allocates goodwill to reporting units based on the expected benefit from the business combination.

The Company evaluates our reporting units periodically, as well as when changes in our operating segments occur.

For changes in reporting units, the Company reassigns goodwill using a relative fair value allocation approach.

Goodwill is tested for impairment at the reporting unit level on an annual basis, and on an interim basis if an event occurs or circumstances change

that would more likely than not reduce the fair value of a reporting unit below its carrying value.

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

If the carrying value of the assets or asset group are not recoverable, impairment is measured and recognized as the amount by which the carrying value exceeds its fair value.

We review indefinite-lived intangibles for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

FAIR VALUE MEASUREMENTS

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The fair value hierarchy is as follows:

Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.

quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.

Financial assets and liabilities utilizing Level 1 inputs include active exchange-traded securities and exchange-based derivatives.

Level 2 inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.

Level 3 unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.

unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.

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

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The accounting for changes in the fair value of derivative instruments depends on their intended use.

Changes in the fair value of derivative instruments are recorded in current earnings.

Changes in the fair value of derivative instruments are recognized in current earnings.

The Company evaluates and accounts for embedded derivatives in its financial instruments based on three criteria that, if met, require bifurcation of embedded derivatives from their host instruments and accounting for them as free-standing derivative financial instruments.

These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not required to be re-measured at fair value and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is shown at its fair value at each balance sheet date and recorded as an asset or liability with the change in fair value recorded in current earnings.

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.

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 recognized as an asset or liability with the change in fair value recognized in current earnings.

PROPERTY, PLANT AND EQUIPMENT

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

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 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 asset.

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

Depreciation is computed using the straight-line method over estimated useful lives as follows:

Building 7 to 15 years

Vehicles and equipment 3 to 7 years

Processing and laboratory 5 to 15 years

Furniture and fixtures 2 to 3 years

The Company reviews the carrying amount of our property, plant and equipment for impairment whenever there are negative indicators of impairment.

7 to 15 years

Vehicles and equipment

Processing and laboratory

5 to 15 years

Furniture and fixtures

The Company reviews the carrying amount of our property, plant and equipment for impairment whenever there are indicators of impairment.

An asset is considered impaired when estimated future undiscounted cash flows are less than the carrying amount of the asset.

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Minimum standards for site reclamation and closure have been established for us by various government agencies and contractual obligations with lessors.

Asset retirement obligations are recognized when an obligation is incurred, either through regulatory requirements in the jurisdictions in which we operate or by contractual obligation with one of our lessors, and recorded as liabilities when a reasonable estimate of fair value can be determined.

Asset retirement obligations are recognized when an obligation is incurred, either through regulatory requirements in the jurisdictions in which we operate or by contractual obligation with one of our lessors, and recognized as liabilities when a reasonable estimate of fair value can be determined.

An expected present value technique is used to estimate the fair value of the liability.

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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 stockholders' 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.

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

Fuels and Metals Segments

Fuels Segment

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 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.

Revenue recognized on service contracts that have not been billed to clients is recognized as contract assets.

Amounts billed to clients in excess of revenue recognized on service contracts to date are recognized as contract liabilities.

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

For the years ended December 31, 2024 and 2023 , no revenue has been recognized.

Metals Segment

Revenue from our Metals segment consists of decommissioning revenue, recycling revenue and off-take revenue.

Decommissioning revenue is specific to removal, transportation and packaging of removed solar panels and related scrap metal.

Recycling revenue consists of tipping fees to store and recycle solar panels for processing.

Off-take revenue consists of the sale of by-products, such as aluminum and silver, after the recycling process.

Revenue recognized on service contracts that have not been billed to clients is recognized as contract assets.

Amounts billed to clients in excess of revenue recognized on service contracts to date are recognized as contract liabilities.

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

In 2024, the Company’s initial revenues were recognized and were generated from the operation of the photovoltaic recycling plant.

The Company recognizes revenue from services for recycling photovoltaic panels which includes coordination of logistics and destruction of the panels.

Revenue is measured based on the consideration to which the Company expects to be entitled under a contract with a customer.

The Company recognizes revenue when it transfers control of a product or service to a customer as outlined in the contractual terms.

The Company has elected the practical expedient to not recognize a financing component when payment is expected within one year of satisfaction of the performance obligation.

Payment terms are typically 30 days or less.

Recycling service revenue is deferred upon receipt of the photovoltaic panels from the customers and recognized upon completion of the services and the issuance of a certificate of destruction.

The price for services is separately identifiable within each contract.

For sale of offtake products, revenue is recognized when control of the goods has transferred, typically when the goods have been transferred to the customer.

A receivable is recognized by the Company when the goods are transferred to the customer as this represents the point in time at which the right to consideration becomes unconditional, as only the passage of time is required before payment is due.

Cost of goods sold is primarily comprised of direct materials and supplies consumed in the manufacturing of product, as well as manufacturing labor, depreciation expense, repair and maintenance expense and direct and indirect overhead expenses associated with manufacturing product for sale.

Mining Segment

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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.

Real Estate Rental Revenues

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

Providing access to the leased land and facilities and performing specified repair and maintenance services over the length of the tenant contract term represent our performance obligations under our tenant contracts.

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RESEARCH AND DEVELOPMENT

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.

Costs associated with the research and development 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.

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The Company provides a valuation allowance for deferred tax assets that the Company does not consider more likely (than not ) to be realized.

Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future.

Changes in tax laws and rates could also affect recognized deferred tax assets and liabilities in the future.

The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense.

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

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

No reserve for uncertain tax positions has been recorded.

INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding.

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

No reserve for uncertain tax positions has been recognized.

INCOME (LOSS) PER COMMON STOCK

Basic net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding.

Dilutive income (loss) per share includes any additional dilution from common stock equivalents, such as stock options, warrants, and convertible instruments, if the impact is not antidilutive.

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RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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.

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

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

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):

In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023 - 05 Business Combinations - Joint Venture Formations (Subtopic 805 - 60 ):

Recognition and Initial Measurement .

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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.

We adopted this guidance prospectively on January 1, 2025 for any newly formed joint ventures entities.

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

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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.

We adopted this guidance which resulted in additional required disclosures included in our consolidated financial statements for the year ended December 31, 2024 and segment disclosure for the comparative year ended December 31, 2023 were modified retrospectively to include the new requirements.

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.

The new guidance is intended to enhance annual income tax disclosures to address investor requests for more information about the tax risks and opportunities present in an entity’s operations.

The amendments in this standard require disclosure of additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate (the rate reconciliation) for federal, state, and foreign income taxes.

They also require greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold.

In addition to new disclosures associated with the rate reconciliation, the amendments in this update require information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold.

The amendments in this update are effective on January 1, 2025 for annual periods beginning after December 15, 2024, and early adoption is permitted.

The Company does not expect the adoption to have a material impact on the consolidated financial statements and has not early adopted the standard.

In November 2024, the FASB issued ASU 2024 - 03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement.

The new disclosure requirements are effective for the Company's annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively.

The Company is currently evaluating the ASU to determine its impact on our consolidated financial statements and disclosures.

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.

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At December 31, 2024 and 2023 , our investments include:

December 31, 2023 December 31, 2022

Equity Method Investments Investment Ownership % Investment Ownership %

December 31, 2024

December 31, 2023

Equity Method Investments

Quantum Generative Materials LLC

$ — 0.00 % $ 11,606,763 48.19 %

Pelen Limited Liability Company

— 0.00 % 609,165 25.00 %

Investment in research and development company

1,109,933 40.00 % — 0.00 %

Total equity method investments

1,109,933 12,215,928

Measurement Alternative Investments

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Total measurement alternative investments

37,776,065 37,957,985

Total investments

38,885,998 50,173,913

current investments

Long-term investments

$ 38,885,998 $ 31,260,928

As of December 31, 2024 and 2023 , the gain (loss) on investments is as follows:

December 31, 2023 December 31, 2022

December 31, 2024

December 31, 2023

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

$ — $ 597,248

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

Unrealized gain (loss) on 35,662 Green Li-ion preferred shares

( 711,920 ) 14,577,627

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

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Unrealized gain on Sierra Springs Opportunity Fund, Inc.

Other — 7,310

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

Total gain (loss) on investments

$ ( 711,920 ) $ 25,034,875

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

December 31, 2024

December 31, 2023

Current assets

$ 739,053 $ 665,765

Non-current assets

35,000 6,260,818

Current liabilities

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Twelve-Months Ended

December 31, 2023 December 31, 2022

Revenues 70,271 73,697

Gross Profit 70,271 73,697

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

December 31, 2024

December 31, 2023

$ 932,501 $ 70,271

$ 126,082 $ 70,271

$ ( 4,655,541 ) $ ( 4,588,529 )

Net loss attributable to Comstock Inc.

$ ( 1,764,643 ) $ ( 1,715,689 )

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.

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 and intellectual property.

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

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.

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 for the make-whole provisions associated with the Company's common stock issued.

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.

On June 24, 2021, the Company invested in the equity of Quantum Generative Materials LLC (“GenMat”), and we received 465,000 membership units and committed $ 5,000,000 in cash and $ 10,000,000 in guaranteed stock value 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.

The Company paid $ 5.0 million in cash in 2021 and 2022 and, upon signing the agreement, issued 300,000 shares of its common stock to GenMat.

The agreement stipulated that proceeds from the sale of the stock would offset the $ 10.0 million funding commitment.

Through May 17, 2024, Comstock invested direct cash of $ 9,714,364 against the $ 10.0 million commitment.

In addition, prior to 2024, GenMat sold a total of 48,655 shares of Comstock’s common stock it held for proceeds of $ 285,636 .

The direct cash funding plus the proceeds GenMat earned on the sale of Comstock common stock total $ 10.0 million thus fulfilling the commitment agreed to in 2021.

In 2024 and 2023, the Company paid $ 2,164,364 and $ 5,100,000 , respectively, to GenMat against the initial $ 10,000,000 funding commitment (see Note 14 ).

At May 17, 2024, GenMat held 251,345 in Comstock shares of common stock with a fair value of $ 694,969 .

Pursuant to the terms of the agreement, future proceeds from the sale of these shares will be applied against the purchase price of future investment tranches in GenMat.

Subsequent to achieving the $ 10.0 million commitment in May 2024, funds advanced by the Company to GenMat were recognized as Advances on the consolidated balance sheet and the change in fair value each period of the shares of the Company's common stock held by GenMat was recognized in earnings (see Note 3 ).

For the year ended December 31, 2024 , GenMat sold the remaining holdings of Comstock shares of common stock for net proceeds of $ 1,183,088 and at December 31, 2024 , the Company recognized a gain on the change in fair value of this asset from May 17, 2024 to December 31, 2024 of $ 256,181 which is included in other income (expense) in the consolidated statements of operations (see Note 16 ).

For the years ended

December 31, 2024 and 2023 , the Company recognized

$ 1,599,011 and

$ 1,705,670 , respectively, in equity loss from affiliates for the investment in GenMat.

Sale of Investment in GenMat

On November 6, 2024, the Company, Deep Interstellar Research LLC (“DIR”) and GenMat entered into an agreement pursuant to which (i) the Company obtained 100 % ownership of GenMat Development LLC (“AICo”) in exchange for all of the equity of GenMat previously owned by the Company, (ii) GenMat granted AICo a non-exclusive end user right and license (“EULA”) to use GenMat’s now and hereafter existing intellectual properties, including, without limitation, GenMat’s commercially available artificial intelligence for materials science services and products, and all current imaging and other data, analytics, artificial intelligence and other models, and other information, in both the form of data and a promulgated report, relating to Comstock’s mining properties in Nevada, and (iii) a credit against the amounts payable under the EULA equal to 100% of the Company’s cumulative historical investments in GenMat.

The Company and GenMat also mutually agreed to terminate all prior transaction documents between the two companies.

The Company determined under this agreement, the licensed intellectual property, including software applications, obtained from 100% ownership of AICo will be integrated and used for material discovery and advancement within the Company’s existing and enhanced innovation processes and likely has very little to no alternative future uses other than for the Company's own research and development activities.

The Company recognized $ 12.2 million as research and development expense in the consolidated statements of operation.

Pursuant to the agreement, the Company derecognized the carrying value of our investment in GenMat of $ 10,007,752 and advances to GenMat of $ 2,236,786 (see Note 3 ).

Prior to November 6, 2024, the Company’s executive chairman and chief executive officer served as the chairman of GenMat and the Company’s chief technology officer and another Comstock employee also served on GenMat's board of directors.

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

As of December 31, 2024 , no employee from the Company serves on the GenMat's board of directors.

Investment in Pelen LLC

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

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 $ 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.

On April 24, 2020, the Company completed the acquisition of 25 % of Pelen LLC's (“Pelen”) membership interests for $ 602,500 .

For the years ended December 31, 2024 and 2023 , the Company recognized $ 15,049 in equity income from affiliates and $ 10,019 in equity loss from affiliates, respectively, for the investment in Pelen.

On December 18, 2024, the Company's investment in Pelen was sold as part of the Membership Interest Purchase Agreement with Mackay Precious Metals Inc.

As a result, during the year ended December 31, 2024 , the carrying value of the Pelen investment of $ 624,214 was recognized as part of the gain on sale of mineral rights (see Note 4 ).

Investment in Research and Development Company

On March 1, 2024, the Company entered into Securities Purchase Agreement (the “Developer Securities Purchase Agreement”) with an unaffiliated research and development company (“Developer”) under which the Company agreed to purchase 4,000,000 shares of common stock of the Developer, corresponding to 40 % of Developer's fully-diluted issued and outstanding capital stock, for $ 1,500,000 .

In 2024, the Company recognized our initial investment in Developer of $ 1,290,614 .

Concurrently and in connection with the entity into the Developer Securities Purchase Agreement, the Company and Developer entered into Development Services Agreement (“DSA”) for purposes of conducting certain research and development work (see Note 12 ).

The purchase price payable by the Company pursuant to the Developer Securities Purchase Agreement will be paid on the following schedule:

$ 100,000 on March 1, 2024;

$ 20,000 per month from March 1, 2024 to completion of the first project under the DSA;

$ 205,000 on completion of the first project under the DSA.

After completion of Phase 1

$ 30,000 per month until fully paid;

$ 205,000 on completion of the first six projects under the DSA.

Since the payments are not interest bearing, the Company calculated the implied interest of $ 214,039 on the future cash payments using an interest rate of 9.76 % which was recognized as a discount on initial investment of $ 1.5 million and will be recognized over the payment term.

The Company recognized a corresponding payable for future cash payments to account for the 40 % ownership interest in the Developer.

At December 31, 2024 , the future remaining payments, net implied interest, totaled $ 1,133,105 (see Note 7 ).

For 2024, the Company recognized $ 180,681 in equity loss from affiliates for our investment in the Developer.

During 2024, Comstock paid $ 260,000 , respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement as a reduction to the payable of $ 1,133,105 (see Note 7 ).

Investment in Green Li-ion Pte.

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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.

On September 12, 2023, the Company 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 recognized 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.

The Company intends to sell the remaining Green Li-ion preferred shares in 2026.

For the year ended December 31, 2024 , the Company recognized an unrealized loss of $ 711,920 related to our investment in Green Li-ion, which is measured using the alternative measurement method.

This loss was recognized as a result of an orderly transaction observed during 2024, which provided evidence of a change in the fair value of the investment.

As of December 31, 2024 , the cumulative amount of upward adjustments is $ 14,577,627 and the cumulative amount of downward adjustments is $ 711,920 .

Investment in Sierra Springs Opportunity Fund, Inc.

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.

During 2019, the Company invested $ 335,000 for 6,700,000 shares of Sierra Springs Opportunity Fund Inc (“SSOF”) common stock.

From 2020 through November 2023, the Company 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 conversion price 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 and increased value of SSOF’s underlying real estate assets.

The Company’s initial 2019 investment of SSOF common shares were revalued at $ 1.80 per common shares resulting in recognition of an unrealized gain on investment of $ 11,725,000 in 2023.

During 2024, SSOF issued additional equity of $ 750,000 at $ 1.80 per share to third -party investors and the Company invested an additional $ 530,000 in SSOF at $ 1.80 per share increasing our equity ownership to 17.27 %.

The Company monitors additional equity issuances and other potential orderly transactions of SSOF to assess whether the equity securities issued are similar investments requiring adjustments of our investments carrying value to fair value.

At December 31, 2024 , no adjustments were made to our investments carrying value as a result of the SSOF equity issuances because the price per share sold was consistent with the Company’s carrying value for this investment.

The Company's CEO is an executive of SSOF.

4 unchanged sentences

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 ).

In connection with the 2023 sale of the Facility (see Note 9 ), the Company received 11 million shares of restricted common stock from the purchaser of the Facility, American Battery Technology Company ("ABTC"), with an initial fair value of $ 9,365,000 (see Note 14 ).

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.

3 unchanged sentences

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.

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 for the year ended December 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 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.

The Company had no transactions with ABTC in 2024.

NOTE 3 NOTES RECEIVABLE AND ADVANCES, NET

Notes receivable and advances, net at December 31, 2024 and 2023 include:

December 31, 2023 December 31, 2022

Current portion

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

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

December 31, 2024

December 31, 2023

Non-current portion

RenFuel K2B AB note receivable

$ 1,450,000 $ —

Daney Ranch note receivable

Unamortized discount for implied interest — ( 33,682 )

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

980,291 980,291

Total notes receivable and advances, non-current portion, net

$ 2,430,291 $ 980,291

RenFuel K2B AB ( “ RenFuel ” )

On January 2, 2024, the Company funded $ 250,000 to RenFuel for a term loan, bearing interest at 7 % per annum and matured on February 15, 2024.

On April 19, 2024 and amended on June 27, 2024, the Company and RenFuel entered into a securities purchase agreement in which the Company agreed to fund RenFuel in twelve tranches of $ 250,000 up to the aggregate principal amount of $ 3,000,000 for a 7 % Senior Secured Convertible Note (“Senior Secured Convertible Note”).

On June 27, 2024, the parties signed the Amended Agreement to the RenFuel securities purchase agreement to include certain legal fees of up to $ 450,000 , increasing the aggregate principal amount of the Senior Secured Convertible Note to $ 3,450,000 .

The full principal and 7 % interest rate per annum are due on April 30, 2034.

The Senior Secured Convertible Note is secured by (i) a first priority lien on all material assets of RenFuel and RenFuel K2B Ipco AB (“SPV”), senior to all other currently outstanding and hereinafter existing RenFuel indebtedness pursuant to the securities purchase agreement, (ii) a first priority security interest and lien granted by RenFuel on 100% of the issued and outstanding equity of the SPV pursuant to the securities purchase agreement, and (iii) a first priority security interest and lien on 100% of the SPV's now and hereafter existing assets pursuant to the Guaranty and securities purchase agreement.

RenFuel fully satisfied the term loan by issuance of the Senior Secured Convertible Note.

During 2024, the Company funded $ 1,450,000 , which included $ 450,000 of legal fees, to RenFuel in accordance with the Senior Secured Convertible Note.

For the years ended December 31, 2024 and 2023 , the Company recognized interest income of $ 58,004 and $ 0 , respectively.

As of December 31, 2024 , interest receivable on the note is $ 58,004 and is included in prepaid expenses and other current assets on our consolidated balance sheet.

GenMat Advances

During 2024, The Company advanced GenMat $ 1,285,637 in cash.

In addition, the Company is owed proceeds received by GenMat on sale of the Company’s common stock held by the GenMat (see Note 2 ) totaling $ 951,149 .

In connection with the November 6, 2024 agreement between the Company, DIR and GenMat, the advance total balance of $ 2,236,786 was derecognized and recognized research and development expense.

The advances were non-interest bearing.

Daney Ranch Sale

3 unchanged sentences

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 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

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

For the years ended December 31, 2024 and 2023 , the Company recognized interest income of $ 68,808 and $ 71,595 , respectively, on the Daney Ranch note receivable.

As of December 31, 2024 , interest receivable on the note is $ 3,808 and is included in prepaid expenses and other current assets on our consolidated balance sheet.

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

Properties, plant and equipment at December 31, 2024 and 2023 , include the following:

December 31, 2023 December 31, 2022

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

December 31, 2024

December 31, 2023

$ — $ 6,328,338

Real property leased to third parties

1,037,049 1,037,049

Property, plant and equipment for mineral processing

27,644,745 27,644,745

Other property and equipment

7,691,183 7,394,191

Accumulated depreciation

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

( 27,767,883 ) ( 27,200,293 )

Total properties, plant and equipment, net

$ 8,605,094 $ 15,204,030

The Company recognized depreciation expense of $ 567,590 and $ 435,683 for the years ended December 31, 2024 and 2023 , 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.

At December 31, 2024 and 2023 , the Company had $ 433,411 and $ 402,931 , respectively, of properties, plant and equipment that were not yet placed in service and have not yet been depreciated.

In 2024, the Company recognized an impairment loss of $ 324,047 on equipment not yet placed in service for obsolete battery recycling equipment.

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.

Comstock and its subsidiaries own, control, or retain interests in mineral properties covering 6.5 miles of strike-length on the Comstock and Silver City lodes, including fee ownership of real properties, patented mining claims, unpatented mining claims administered by the BLM, one LLC membership interest (providing exclusive rights to exploration, development, mining and production), and royalty interests in patented and unpatented mining claims.

This mineral estate totals 8,482 acres (due to overlapping interests, the combined area is approximately 7,530 acres).

Comstock owns or controls 78 patented lode mining claims totaling 846 acres with surface parcels increasing the total to 2,114 acres, 194 unpatented lode mining claims, 38 unpatented placer claims, and one mill site claim administered by the BLM totaling 3,075 acres.

Comstock’s royalty interests include a 1.5 % NSR minerals royalty on property owned by Mackay Precious Metals Inc.

or controlled by Mackay through five mineral exploration leases.

This royalty property includes 50 patented lode mining claims totaling 539 acres with surface parcels increasing the total to 695 acres, and 174 unpatented lode mining claims totaling 2,597 acres.

Our properties at December 31, 2024 and 2023 consisted of the following:

December 31, 2023 December 31, 2022

December 31, 2024

December 31, 2023

Comstock Mineral Estate

$ 10,842,716 $ 12,164,013

Other mineral properties

Water rights 820,595 90,000

317,405 317,405

90,000 820,595

Total mineral rights and properties

$ 11,250,121 $ 13,302,013

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

1 unchanged sentence

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.

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

The Mackay 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 subsequent quarterly lease payments of $ 375,000 for the next three and a half years.

In addition, Mackay was required to reimburse carrying costs for the mineral properties and will pay a 1.5 % Net Smelter Returns (“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 .

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

On December 18, 2024, the Company executed a binding membership interest purchase agreement (the “Mackay MIPA”) with Mackay pursuant to which the Company sold all of its right, title, and interest in its wholly owned subsidiary Comstock Northern Exploration LLC, and the Company's 25% interest in Pelen to Mackay (see Note 2 ), for an aggregate purchase price of $ 2,750,000 , of which $ 1,000,000 was paid in cash, with another $ 750,000 expected to be paid by March 30, 2025 and $ 1,000,000 will be paid in either cash or stock on or before October 31, 2025.

Pursuant to and as defined in the NSR Royalty Agreement between the Company and Mackay, also dated December 18, 2024 ( the “Mackay Royalty Agreement”) the Company is to receive a 1.5 % royalty of Net Smelter Returns.

On December 18, 2024, the Company and Mackay mutually agreed to terminate the Mackay Mining Lease.

Upon the termination of the Mackay Mining Lease, the associated deferred lease initiation fee revenue balance of $ 1,166,666 was recognized during the year ended December 31, 2024 .

An additional $ 0.5 million in pro-rata lease expenses are expected to be paid by March 30, 2025.

For the year ended December 31, 2024 , the Company recognized a gain on sale of mineral rights of $ 0.8 million as follows:

Mackay receivable - cash consideration

Mackay receivable - cash or stock consideration

Total consideration

Net carrying value - mineral rights

Net carrying value - Pelen investment

Total net carrying value

Net gain on sale of mineral rights

For the year ended December 31, 2024 , we recognized revenue of $ 2,468,750 which includes the quarterly lease payments received of $ 1,250,000 , deferred lease initiation fee revenue of $ 1,166,666 and amortization of the lease initiation fee of $ 52,084 .

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

Assets Held for Sale

In 2024, the Company committed a plan to sell industrial and commercial land located in Lyon County, Nevada.

This balance of $ 6,328,338 is classified as Assets Held for Sale on the consolidated balance sheet as of December 31, 2024 .

In March 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 .

In 2024, the Company committed a plan to sell the water rights and reclassified those water rights to Assets Held for Sale on the consolidated balance sheet.

The Company’s assets held for sale at December 31, 2024 and 2023 include the following:

Assets held for sale

December 31, 2024

December 31, 2023

Mineral rights and properties

$ 730,595 $ —

Properties, plant and equipment, net

Total assets held for sale

$ 7,058,933 $ —

NOTE 5 RECLAMATION BOND DEPOSIT

The Nevada Revised Statutes and Regulations require a surety bond to be posted for mining projects so that after the completion of such mining projects the sites are left safe, stable and capable of productive post-mining uses.

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

Accordingly, the Company has a $ 6,751,950 reclamation surety bond through the Lexon Surety Group (“Lexon”) with the State of Nevada’s Bureau of Mining Regulation and Reclamation at December 31, 2023.

The Company also has a $ 500,000 surety bond with Storey County for mine reclamation at December 31, 2023.

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 $ 2,743,582 and $ 2,620,879 at December 31, 2023, and 2022.

The reclamation bond deposit at December 31, 2024 and 2023 consisted of the following:

December 31, 2023 December 31, 2022

December 31, 2024

December 31, 2023

Lexon surety bond cash collateral

$ 2,877,868 $ 2,743,582

Comstock Metals bond cash collateral

Other cash reclamation bond deposits

306,936 106,936

Total reclamation bond deposit

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.

NOTE 6 INTANGIBLE ASSETS AND GOODWILL

$ 3,259,514 $ 2,850,518

The bond is intended to cover the estimated costs of $ 8,199,072 required to safely reclaim the natural environment to the regulatory standards established by the State of Nevada’s Division of Environmental Protection.

Accordingly, the Company has two surety bonds issued by entities under common control, including a $ 6,163,000 reclamation surety bond issued through the Lexon Surety Group (“Lexon”) and a $ 2,036,072 reclamation surety bond issued through the Bond Safeguard Insurance Company, both with the State of Nevada's Bureau of Mining Regulation and Reclamation at December 31, 2024 .

The Company also has a $ 500,000 surety bond with Storey County for mine reclamation at December 31, 2024 .

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 $ 3,077,868 and $ 2,743,582 at December 31, 2024 and 2023 .

In 2024, the Company agreed to make $ 50,000 monthly payments to increase the cash collateral balance until such time as the bond is collateralized at approximately 50 % of the bonded amount.

The increase in cash collateral requirement is primarily due to the insurance company's proprietary risk assessment process.

During the year ended December 31, 2024 , the Company had contributed $ 200,000 in additional cash collateral.

The combined bonding collateral at December 31, 2024 and 2023 , includes interest income of $ 134,286 and $ 122,703 , respectively, which is on deposit at BNY Mellon and Wells Fargo.

The Company also has an irrevocable letter of credit for the benefit of the State of Nevada at Nevada State Bank in the amount of $ 74,710 for Comstock Metals.

NOTE 6 INTANGIBLE ASSETS

The Company’s intangible assets at December 31, 2024 and 2023 include the following:

Description Estimated Economic Life December 31, 2023 December 31, 2022

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

License agreements 10 years 510,752 510,752

Customer agreements 1 year 122,885 122,885

Distribution agreements 8 years 19,733 19,733

Trademarks 10 years 7,000 7,000

Estimated Economic Life (in years)

December 31, 2024

December 31, 2023

Developed technologies

10 $ 8,064,402 $ 19,582,402

License agreements

10 499,952 510,752

Customer agreements

1 122,885 122,885

Distribution agreements

8 19,733 19,733

Accumulated amortization

( 2,847,820 ) ( 4,376,740 )

Intangible assets, net

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

$ 5,859,152 $ 15,866,032

The estimated economic lives shown above were determined 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.

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Accumulated amortization as of December 31, 2024 and 2023 consisted of the following:

December 31, 2023 December 31, 2022

December 31, 2024

December 31, 2023

Developed technologies

$ 2,536,716 $ 4,113,045

License agreements

177,730 131,917

Customer agreements

122,885 122,885

Distribution agreements

Trademarks 1,400 701

Accumulated amortization

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.

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

$ 2,847,820 $ 4,376,740

2025 2,013,499

2026 2,013,499

2027 2,013,499

2028 2,010,753

Thereafter 5,801,283

Amortization expense related to intangible assets of $ 1,624,011 and $ 1,997,649 was recognized for the years ended December 31, 2024 and 2023 , respectively.

Future minimum amortization expense is as follows at December 31, 2024 :

Changes in the intangible assets balances for the year ended December 31, 2024 are presented below:

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

As of December 31,

Intangible assets

$ 20,242,772 $ 285,000 $ ( 11,820,800 ) $ — $ 8,706,972

Accumulated amortization

( 4,376,740 ) — 3,152,931 ( 1,624,011 ) ( 2,847,820 )

Total intangible assets

$ 15,866,032 $ 285,000 $ ( 8,667,869 ) $ ( 1,624,011 ) $ 5,859,152

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

As of December 31,

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

As of December 31,

Intangible assets

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

Accumulated amortization

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

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 2021 acquisitions.

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”).

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

Total intangible assets

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

In 2024, we determined that our ability to reprocess clean and reusable materials does not require the use of developed technology that we acquired in 2021.

As a result, the Company recognized an impairmen t of $ 8,655,176 for the net balance of the intangible associated with the developed technology in our Metals Segment.

In addition, we recognized an impairment related to trademark of $ 5,133 in our Corporate Segment and license of $ 7,560 in our Strategic Investment Segment.

The total impairment in intangible assets of $ 8,667,869 was recognized during the year ended December 31, 2024 in our consolidated statement of operations.

The Company is party to three license agreements (collectively, the “AST 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 operating facilities.

License fees totaling $ 1,500,000 for the AST licenses were completed in 2022, and no additional payments are anticipated.

As of December 31, 2024 , no royalty fees have been paid under the AST License Agreements.

On December 28, 2023, the Company entered into an amendment (the “2023 FPC Asset Purchase Agreement Amendment”) with Flux Photon Corporation (“FPC”) to amend that certain Asset Purchase Agreement, 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 ).

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

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

On December 28, 2023, the Company paid $ 200,000 on this payable which was accounted for as an acquisition of intellectual property.

The remaining balance of $ 16,650,000 will be paid to FPC from future cash flows.

During 2024, the Company paid an additional $ 275,000 to FPC reducing the remaining payable from future cash flows to $ 16,375,000 .

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

NOTE 7 ACCRUED EXPENSES AND OTHER LIABILITIES - CURRENT

Accrued expenses and other liabilities - current at December 31, 2024 , and 2023 , consisted of the following:

December 31, 2023 December 31, 2022

December 31, 2024

December 31, 2023

Accrued interest expense

$ 353,280 $ 52,500

Accrued payroll costs

951,247 798,827

Accrued incentive compensation

1,031,250 1,332,169

Accrued vendor liabilities

Deferred revenue 78,495 —

516,804 53,088

Payable to research and development company - current

LINICO acquisition-related payable

Other accrued expenses

118,185 47,402

Total accrued expenses

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.

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.

$ 4,518,497 $ 2,283,986

As of December 31, 2024 , the short-term payable to a research and development company of $ 528,878 and long-term payable of $ 604,227 consists of payments due under the Developer Securities Purchase Agreement dated March 1, 2024, between the Company and research and development company (see Note 2 ).

During the year ended December 31, 2024 , Comstock paid $ 260,000 to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement.

For the year ended December 31, 2024 , the Company recognized interest expense of $ 107,145 which represents the amortization of the discount that was recognized on the date of the agreement because the payable associated with the funding commitment is non-interest bearing.

On July 1, 2022, the Board of Directors of the Company 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.

Changes in the accrued incentive compensation balance for the year ended December 31, 2024 are presented below:

As of December 31, 2023

Award Canceled

As of December 31, 2024

Executive incentive accrual - 2023

Executive incentive accrual - 2024

Total executive incentive accrual

In 2024, the Company's Compensation Committee of the Board of Directors determined that the estimated $ 1,332,169 for the 2023 incentive compensation shall be canceled based on an updated assessment of the progress toward the objectives of the incentive plan.

The Company accordingly reduced the estimated 2023 accrued incentive compensation in 2024 by $ 1,332,169 .

For the year ended December 31, 2024 , the Company expensed $ 1,031,250 for the 2024 accrued incentive compensation in the consolidated financial statements and anticipates payments of those monies in 2025.

Changes in the accrued incentive compensation balance for the year ended December 31, 2023 are presented below:

As of December 31, 2022

As of December 31, 2023

Executive incentive accrual - 2022

Executive incentive accrual - 2023

Total executive incentive accrual

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

For the year ended December 31, 2023 , the Company expensed $ 1,332,169 for the 2023 accrued incentive compensation.

As of December 31, 2024 , the total LINICO acquisition-related payable of $ 3,218,853 and is related to make whole payments (see Note 14 ) due to the former chief executive officer of LINICO and consists of a short term payable of $ 1,018,853 and long-term payable of $ 2,200,000 , included in other long-term liabilities on the consolidated balance sheet.

In 2024, the Company paid $ 25,000 against the LINICO acquisition-related payable (See Note 21 ).

NOTE 8 LEASES

The Company has the following lease balances recorded on the consolidated balance sheets as follows:

Lease Assets and Liabilities Classification December 31, 2023 December 31, 2022

Finance lease right-of-use asset Asset, held for sale $ — $ 15,709,039

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

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

The Company has lease balances recognized on the consolidated balance sheets as follows:

Lease Assets and Liabilities

Classification

December 31, 2024

December 31, 2023

Finance lease right-of-use asset

Finance lease - right to use asset, net

$ 3,088,188 $ 2,923,766

Operating lease right-of-use asset

Operating lease - right to use asset, net

4,650,862 237,617

Total right of use assets

Operating lease liability - current Accrued expenses and other liabilities $ 37,401 $ 5,211

Operating lease liability - long-term Other liabilities 205,154 40,193

Finance lease liability Lease liability - held for sale — 12,021,566

Finance lease liability, current portion Finance lease - Right of use lease liability 838,676 409,143

Finance lease liability Finance lease - Right of use lease liability, long term portion — 406,968

$ 7,739,050 $ 3,161,383

Operating lease liability - current

Accrued expenses and other liabilities

$ 44,758 $ 37,401

Operating lease liability - long-term

Operating lease - Right of use lease liability

4,826,785 205,154

Finance lease liability, current portion

Finance lease - Right of use lease liability

490,075 838,676

Total lease liabilities

The Company has the following lease costs recorded in the consolidated statements of operations as follows:

$ 5,361,618 $ 1,081,231

The Company has the following lease costs recognized in the consolidated statements of operations as follows:

Year Ended December 31,

1 unchanged sentence

Amortization of right-of-use assets

Interest on lease liabilities 246,038 829,924

$ 49,663 $ 44,193

Interest resulting from amortization of discount on lease liability

16,445 246,038

Operating lease cost

432,856 34,945

Total lease cost

$ 498,964 $ 325,176

Other information

Operating cash flows from operating leases $ 33,350 $ 9,650

Financing cash flows from finance leases $ 301,540 $ 3,062,360

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

Operating cash flows used in operating leases

$ 217,112 $ 33,350

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

4 unchanged sentences

Finance Lease

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 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 ).

Concurrently and in connection with the entry into the AST Asset Purchase Agreement, the Company and AST entered into the AST License Agreements (see Note 6 ).

The AST License Agreements, as amended, provided for full use of the facility and all machinery and equipment located therein until April 30, 2025.

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, extendable to April 30, 2025, in addition to $ 35,000 per month from May 1, 2022 to April 30, 2025.

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 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.

The total of the lease payments was first allocated to the building, which has an observable price, and the remainder was allocated to the machinery and equipment.

Since its inception, payments under this contract were allocated to the separate lease and non-lease components of the contract based on their initial relative standalone estimated fair values.

The initial measurement of the right-of-use asset and lease liability was $ 839,439 using the allocated consideration in the contract of $ 935,759 for the building discounted using the Company’s incremental borrowing rate at lease commencement of 7.87 % because there is no rate implicit in the lease contract.

1 unchanged sentence

The building is being depreciated over a 20 -year useful life and the lease liability has a remaining life at December 31, 2024 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.

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

On April 2, 2024, the Company and AST amended the AST License Agreements and the AST Asset Purchase Agreement (the “License Agreement Amendments”) to allow for some or potentially all of the future obligation to be paid by the Company with shares of its common stock.

Changes to the agreements as a result of the amendment include:

The Company issued 497,500 shares of its common stock to AST pursuant to the amendment,

On or before April 30, 2025, the Company is to pay AST an amount equal to $ 3,500,000 minus the net cash proceeds AST received from the sale of Company shares of common stock,

• Interest payments on $ 3,500,000 at a rate of 12 % per annum, with interest starting on May 1, 2024, and calculated pursuant to the terms of the License Agreement Amendments (the “True Up Payment”),

The Company is to pay AST $ 35,000 rental payment per month from May 1, 2024 to April 30, 2025, and

• On April 30, 2025, if the value of the unsold Company shares plus the net cash proceeds received by AST with respect to the sale of Company shares exceeds the True Up Payment, such excess shall be applied towards and reduce the consideration paid pursuant to the AST License Agreement on a pro rata basis.

On April 10, 2024, pursuant to the License Agreement Amendments, the Company issued 497,500 shares of common stock of the Company to AST with a fair value of $ 1,587,025 determined by the closing price per share of our common stock.

The fair value of $ 1,587,025 for the 497,500 issued shares of common stock was allocated as a reduction to the lease liability of $ 378,845 and recognition of research and development expense of $ 1,208,180 .

The amendment resulted in an increase in the right-of-use asset and lease liability of $ 114,059 .

For the years ended December 31, 2024 and 2023 , the Company recognized $ 1,527,920 and $ 319,740 , respectively, of research and development expense associated with payments under this agreement.

As of December 31, 2024 , AST sold 24,325 shares of the Company's common stock for net proceeds of $ 82,316 .

As of December 31, 2024 , the Company recognized interest expense of $ 281,578 in connection with the 12 % stated interest rate pursuant to the terms of the True Up Payment.

Haywood Quarry Acquisition and Lease Agreement

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 .

On April 7, 2022, as 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 150,000 shares of common stock 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.

1 unchanged sentence

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 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.

The option allowed the lessee to purchase the property for $ 2,700,000 less all rental payments made in the first 24 months if exercised within the first two years of the agreement.

At lease inception, it was not reasonably certain the lessee would exercise the purchase option and the lease was classified as an operating lease.

All lease payments were recognized as rental income and the property was classified as assets held for use in property, plant and equipment during the term of the lease.

In August 2022, the lessee exercised the option and completed the purchase of the Daney Ranch property, which resulted in lease termination and derecognition of the underlying assets (see Note 3, Notes Receivable and Advances, net ).

The closing of the Haywood Purchase Agreement is contingent on liquidation of the shares and receipt of the full purchase price by Decommissioning Services.

The Company agreed to make up any shortfall if the proceeds from the sale of the shares plus the deposit are less than $ 2.2 million, and Decommissioning Services agreed to refund any excess proceeds.

This contractual stock consideration has been recognized as a derivative on the consolidated balance sheets (see Note 14 ).

On April 2, 2024, the Company and Decommissioning Services amended the Haywood Purchase Agreement to extend the latest date of the closing to June 30, 2025, and to increase the purchase price by $ 100,000 to $ 2.2 million.

Pursuant to the amendment, the Company will pay $ 75,000 per month to Decommissioning Services, with $ 15,000 of each payment applied to rent expense and $ 60,000 of each payment applied to the $ 2.2 million purchase price, until the sum of such applied cash amounts plus previous cash payments plus the net proceeds from the sale of the shares of Company common stock equals $ 2.2 million.

On April 11, 2024, pursuant to the amendment, the Company issued 150,000 shares of common stock of the Company to Decommissioning Services with a fair value of $ 509,850 .

The payment was applied against the make-whole derivative liability associated with the common stock.

The increase in purchase price from $ 2.1 million to $ 2.2 million increased the right-of-use finance lease asset and the make-whole derivative liability by $100,000 (see Note 14 ).

For the years ended December 31, 2024 and 2023 , the Company paid Decommissioning Services $ 420,000 and $ 200,000 , respectively, which resulted in a decrease in contractual stock consideration (see Note 14 ).

During the period between execution of the Haywood Purchase Agreement and closing, Decommissioning Services leases the Haywood Property to Comstock Exploration for no additional consideration, providing exclusive rights to access, use or sublease portions of the Haywood Property, to obtain permits and prepare the property for its intended purpose, including improvements.

If the conditions for closing are not satisfied by June 30, 2025, the Haywood Purchase Agreement will terminate and Decommissioning Services will retain a total of $ 400,000 in rental fees for use of the Haywood Property.

During this lease period, Comstock Exploration will 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.

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.

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

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

Under the SCP Building Lease, 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 SCP Building Lease was classified as an operating lease with a lease term of five years.

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

For the years ended December 31, 2024 and 2023 , the fixed operating lease expense was $ 59,632 and $ 24,847 , respectively.

The Company's chief executive officer is an executive and director of SCP.

On July 1, 2024, the Company, as lessee, signed a Real Estate and Building Lease Agreement (the “SCP Real Estate and Building Lease”) with SCP to lease real property and improvements located in Silver Springs, Nevada.

The SCP Real Estate and Building Lease is under a five -year term commencing on August 1, 2024, subject to automatically renew for an additional five -year term.

Under the lease, rental expense is $ 70,000 per month for the first twelve rent payments, $ 75,000 per month for the next twelve months and $ 80,000 per month for the last thirty-six months of the lease term and all lease payments were recognized as rental expense.

Under the SCP Real Estate and Building Lease, rent will commence and remain at $ 30,000 per month until all necessary and required permits are secured and operations commence.

At lease inception, the SCP Real Estate and Building Lease was classified as an operating lease with a lease term of ten years based on the assumption that the Company will elect to extend the lease.

At August 1, 2024, the Company recognized a right-of-use asset and lease liability of $ 4,567,814 and $ 4,567,814 , respectively, at a discount rate of 12.95 %.

For the years ended December 31, 2024 and 2023 , the fixed operating lease expense was $ 363,125 and $ 0 , respectively.

The Company's chief executive officer is an executive and director of SCP.

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

Operating Leases Finance Leases

2024 $ 67,112 $ 860,564

2025 69,118 —

2026 71,175 —

2027 73,285 —

Operating Leases

Finance Leases

$ 429,118 $ 490,075

Thereafter — —

Total lease payments

8,824,950 490,075

imputed interest

( 3,953,407 ) —

Present value of lease liabilities

$ 4,871,543 $ 490,075

Operating Lease Income

Revenues from operating leases on our land and building leased to others totaled $ 368,198 and $ 169,100 for the years ended December 31, 2023 and 2022, respectively.

For the years ended December 31, 2024 and 2023 , revenues from operating leases on our land and building leased to others totaled $ 146,175 and $ 368,198 , respectively.

Revenues from operating leases in 2023 include $ 237,473 from the ABTC operating lease on the Facility, which was sold in 2023.

Minimum lease payments for operating leases to be received from others are as follows:

2024 $ 94,725

Thereafter 96,000

Total Minimum Lease Income

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)

NOTE 9 SALE OF FACILITY

From 2021 to 2023, LINICO Corporation (“LINICO”), a wholly-owned subsidiary of the Company, had a finance lease, as lessee, with AQMS, for land, buildings and related assets and improvements (the “Facility”).

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 “Facility”).

AQMS was the non-controlling interest holder for LINICO.

The lease agreement provided for the Company to purchase the 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 Facility.

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 Facility for $ 12,000,000 , as provided by the agreement.

In 2023, the Company consummated the sale and transferred the title of the Facility to ABTC.

The previously existing lease between LINICO and AQMS was terminated.

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

Consideration

Fair Value of Consideration

March 1, 2023

March 31, 2023

April 6, 2023 (modified April 21, 2023)

Restricted shares of ABTC common stock (10,000,000 shares)

April 21, 2023

Restricted shares of ABTC common stock (1,000,000 shares)

June 30, 2023

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

( 1,500,000 )

1 unchanged sentence

Total consideration

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

Carrying value of facility and equipment sold

( 21,397,165 )

Costs associated with the transaction

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.

Gain on sale of facility

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, 2024 and 2023 consisted of the following:

December 31, 2023 December 31, 2022

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

December 31, 2024

December 31, 2023

GHF Secured Promissory Note - 12 % interest, due April 15, 2026

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

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

Alvin Fund LLC Promissory Note - 16 % interest, due April 15, 2026

2,000,000 2,000,000

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

Alvin Fund LLC Promissory Note - 12 % interest, due April 15, 2026

2,100,000 2,100,000

2023 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

Total debt 12,147,894 9,440,000

AQMS Note Payable - 9.76 % implied interest, due March 31, 2025

100,000 600,000

8,490,000 12,147,894

debt discounts and issuance costs

( 2,407 ) ( 2,297,172 )

Total debt, net of discounts

8,487,593 9,850,722

current maturities

( 97,593 ) ( 4,495,660 )

Long-term debt, net of discounts and issuance costs

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").

The full principal is due on December 15, 2024.

Interest is payable monthly at a rate of 6 % annually.

$ 8,390,000 $ 5,355,062

Unsecured Promissory Note

On December 15, 2021, the Company entered into a long-term promissory note (the “GHF 2021 Note”) with GHF, Inc.

(“GHF”), with a principal amount of $ 5,000,000 , of which $ 4,550,000 was funded and $ 450,000 was an original issue discount with the principal due on December 15, 2024, and interest payable monthly at a rate of 6 % annually.

In 2021 and 2022, stock purchase warrants (the “GHF Warrants”) were issued in connection with this loan.

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

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

The warrants are exercisable for a period of two years commencing on December 15, 2022, and ending on December 15, 2024.

Fair value of warrants were calculated using a Black-Scholes model with the following inputs:

stock price on the grant date of $ 0.54 and exercise price of $ 1.00 per share;

expected term of 2 years;

annualized discount rate of 3.32 %;

and annualized volatility of 61.82 %.

The warrants had a fair value of $ 708,789 on issuance date at which time the Company estimated a 10 % probability that the warrants would be issued resulting in an initial discount on debt of $ 70,897 .

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

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.

warrants to purchase 200,000 common shares exercisable at a price of $ 1.00 per share for a two-year term.

The warrants had a fair value of $ 18,975 on the date of issuance and was recorded as an additional debt discount with a corresponding increase in additional paid-in capital.

The Company is required to prepay the GHF 2021 Note with any net cash proceeds received in the sale of any collateral.

On April 22, 2024, the Company and GHF amended the GHF 2021 Note (the “Amended GHF 2021 Note”) to extend the maturity from December 15, 2024 to April 15, 2026 and increase the interest rate from 6 % to 12 % per annum.

The Company determined that the amendment resulted in a loss on debt extinguishment of $ 331,889 which was recognized in 2024.

On April 22, 2024, the Company and GHF also amended the GHF Warrants, whereby (i) the exercise price of the GHF Warrants was reduced to $ 4.56 , and (ii) the maturity of the GHF Warrants was extended to December 31, 2025.

The incremental fair value resulting of the amendments to the GHF Warrants was $ 85,330 and was recognized as part of the loss on debt extinguishment.

On December 31, 2024, GHF assigned to JAK Trust an outstanding principal amount of $ 1,372,800 on the GHF 2021 Note and 38,400 of GHF Warrants.

During the years ended December 31, 2024 and 2023 , we recognized interest expense of $ 551,846 and $ 635,529 , respectively, which includes OID amortization of $ 116,029 and $ 378,129 , 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 was due on October 25, 2023.

On October 25, 2022, the Company entered into a short-term promissory note (the “Alvin Fund 2022 Note”) with Alvin Fund LLC (“Alvin Fund”) with a principal amount of $ 2,000,000 .

In consideration for entering into the Alvin Fund 2022 Note, the Company issued to Alvin Fund shares of common stock of the Company at a fair value of $ 250,000 , which was recognized as a discount on the Alvin Fund 2022 Note.

Interest was payable monthly at a rate of 9 % annually.

The maturity date pursuant to the Alvin Fund 2022 Note was originally October 25, 2023.

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.

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 %.

The Alvin Fund 2022 Note is secured by all the property commonly referred to as the Dayton properties.

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

On April 22, 2024, the Company and Alvin Fund amended the Alvin Fund 2022 Note (the “Amended Alvin Fund 2022 Note”) to extend the maturity from January 31, 2026 to April 15, 2026.

During the years ended December 31, 2024 and 2023 , we recognized interest expense of $ 320,877 and $ 422,140 , respectively, which includes OID amortization of $ 0 and $ 204,110 , 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.

In 2024 , the Company issued an aggregate of 108,178 shares of unregistered restricted shares of common stock with a fair value of $ 320,877 to Alvin Fund in lieu of cash payments for interest under the Alvin Fund 2022 Note.

In 2023, the Company issued an aggregate of 47,593 shares of unregistered restricted shares of common stock 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 $ 2.1 million which includes $ 100,000 OID.

The full principal was due on February 12, 2025.

Interest was 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.

The Alvin Fund 2023 Note is secured by the Company's non-mining assets.

On November 12, 2023, in connection with this note, the Company issued warrants to Alvin Fund which allowed them to purchase 100,000 shares of the Company’s common stock at $ 7.00 per share (the “Alvin Fund Warrants”).

The Alvin Fund Warrants were exercisable on or prior to November 12, 2025.

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

3 unchanged sentences

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.

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

On April 22, 2024, the Company and Alvin Fund amended the Alvin Fund 2023 Note (the “Amended Alvin Fund 2023 Note”) to extend the maturity from February 12, 2025 to April 15, 2026 and increase the interest rate from 8 % to 12 % per annum.

The Company determined that the amendment resulted in a loss on debt extinguishment of $ 189,732 which was recognized in 2024.

On April 22, 2024, the Company and Alvin Fund also amended the Alvin Fund Warrants, whereby the exercise price was reduced to $ 4.56 and the maturity was extended to December 31, 2025.

The incremental fair value resulting of the amendment to the Alvin Fund Warrants was $ 22,900 and was recognized as part of the loss on debt extinguishment (see Note 13 ).

During the years ended December 31, 2024 and 2023 , we recognized interest expense of $ 289,828 and $ 50,077 , respectively, which includes OID amortization of $ 62,913 and $ 27,524 , respectively, in connection with the Alvin Fund 2023 Note.

In 2024 , the Company issued an aggregate of 73,454 shares of unregistered restricted shares of common stock with a fair value of $ 206,664 to Alvin Fund in lieu of cash payments for interest under the Alvin Fund 2023 Note.

In 2023, no shares of common stock were issued to Alvin Fund in lieu of cash payments for interest under the Alvin Fund 2023 Note.

Kips Bay Select LP Unsecured 2023 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.

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.

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

The full principal was due on March 27, 2025.

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

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

The 2023 Kips Bay Note required the Company to pay a loan commitment fee of $ 250,000 in the form of shares of its common stock.

As of December 31, 2023, the Company recognized a stock payable of $ 150,000 for the commitment fee associated with the initial $ 3,000,000 received in 2023.

In January 2024, the remainder of the principal was received and the Company issued 48,914 shares of its common stock ( 30,893 restricted and 18,021 registered) with a fair value of $ 250,000 in payment of this commitment fee.

The 2023 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.

As of December 31, 2024 and 2023 , the Company has a derivative liability balance of $ 0 and $ 1,360,000 , respectively, associated with this conversion option.

As of December 31, 2023, 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 %.

On January 27, 2024, the Company recognized an additional $ 836,000 associated with the additional borrowings of $2.0M under the 2023 Kips Bay Note.

The additional $ 836,000 derivative was valued using a Monte Carlo valuation model with a conversion price equal to 90 % of the average price capped at $ 0.88 , discount rate of 35 %, risk free rate of 4.60 %, and volatility of 96.0 %.

During the years ended December 31, 2024 and 2023 , the Company recognized interest expense of $ 993,713 and $ 16,822 , respectively, which includes OID amortization of $ 803,653 and $ 14,806 , respectively, in connection with the 2023 Kips Bay Note.

In 2024, the Company paid $ 863,241 in cash to redeem $ 855,282 of principal, $ 7,959 of accrued interest, and paid a $ 50,000 redemption fee which resulted in a loss on debt extinguishment of $ 295,877 .

As of December 31, 2024 , the 2023 Kips Bay Note was fully converted.

The loss on debt conversion recognized during the year ended December 31, 2024 was calculated as follows:

Principal converted

Debt discount associated with principal converted

( 1,670,532 )

Accrued interest payable converted

Derivative liability converted

Fair value of stock issued ( 2,296,059 shares)

Loss on conversion of debt

$ ( 2,133,072 )

Kips Bay Select LP Unsecured 2024 Convertible Note

On September 19, 2024, the Company entered into a securities purchase agreement ( “2024 Kips Bay Agreement”) for an unsecured convertible promissory note (the “2024 Kips Bay Note”) with Kips Bay with a principal amount of $ 5,319,149 , of which $ 319,149 was an original issue discount.

The full principal was due on January 19, 2026.

Interest was payable monthly at a rate of 6 % annually.

On September 19, 2024, Kips Bay funded an initial tranche of $ 3,500,000 , which shall result in an aggregate principal amount of $ 3,723,404 ($ 3,500,000 in cash plus original issue discount of $ 223,404 ).

In October 2024, the Company elected to request an additional funding of $ 1,500,000 , which resulted in a principal amount for such second tranche of $ 1,595,745 ($ 1,500,000 in cash plus $ 95,745 of original issue discount).

The Company could redeem the 2024 Kips Bay Note for cash 30 -days following closing at 120 % of the face value, plus accrued interest.

The 2024 Kips Bay Note required the Company to pay a loan commitment fee of $ 265,957 in the form of shares of its common stock.

In October 2024, the Company issued 67,725 shares of its common stock ( 27,090 restricted and 40,635 registered) with a fair value of $ 265,957 .

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 2024 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.

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, 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 ).

As of September 19, 2024, the Company bifurcated the conversion feature and recognized a derivative liability with a corresponding additional to debt discount of $ 1,120,000 reflected in our consolidated balance sheet.

The derivative was valued using a Monte Carlo valuation model with a conversion price equal to 88 % of the seven day VWAP, discount rate of 35 %, risk free rate of 3.75 %, and volatility of 78.0 %.

On October 23, 2024, the Company recognized an additional $ 438,000 associated with the additional borrowings of $1.5M under the 2024 Kips Bay Note.

The derivative was valued using a Monte Carlo valuation model with a conversion price equal to 88 % of the seven day VWAP, discount rate of 35 %, risk free rate of 4.14 %, and volatility of 77.0 %.

During year ended December 31, 2024 , the Company recognized interest expense of $ 220,853 and including OID amortization of $ 179,631 in connection with the 2024 Kips Bay Note.

As of December 31, 2024 , the 2024 Kips Bay Note was fully converted.

The loss on debt conversion recognized during the year ended December 31, 2024 was calculated as follows:

Principal converted

Debt discount associated with principal converted

( 1,963,474 )

Accrued interest payable converted

Derivative liability converted

Fair value of stock issued ( 1,658,019 shares)

Loss on conversion of debt

$ ( 1,508,513 )

Leviston Resources LLC

Unsecured Convertible Notes

July 19, 2024, the Company entered into a securities purchase agreement (

“July 2024 Leviston Agreement”) for an unsecured convertible promissory note (the

“July 2024 Leviston Note”) with Leviston Resources LLC ("Leviston") with a principal amount of

$ 2,717,500 , of which

$ 2,500,000 was funded and

$ 217,500 was an original issue discount.

The full principal was due on

October 31, 2025.

Interest was payable monthly at a rate of

8 % annually.

The Company could redeem the

July 2024 Leviston Note for cash

30 -days following closing at

125 % of the face value, plus accrued interest.

In accordance with the agreement, on August 6, 2024, the Company issued a total of 84,447 shares of its common stock ( 33,779 restricted and 50,668 registered) with a fair value of $ 135,875 to Leviston as a loan commitment fee.

The Leviston Note contained 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 July 19, 2024, the Company bifurcated the conversion feature and recognized a derivative liability with a corresponding additional to debt discount of $ 1,210,000 reflected in our consolidated balance sheet.

The derivative was valued using a Monte Carlo valuation model with a conversion price equal to the lower of (i) the closing day price times 150 % or (ii) 80 % of minimum historical 10 day VWAP, discount rate of 35 %, risk free rate of 4.65 %, and volatility of 79.0 %.

During the year ended December 31, 2024 , the Company recognized interest expense of $ 75,452 and including OID amortization of $ 59,369 in connection with the July 2024 Leviston Note.

As of December 31, 2024 , the July 2024 Leviston Note was fully converted.

The loss on debt conversion recognized during the year ended December 31, 2024 was calculated as follows:

Principal converted

Debt discount associated with principal converted

Accrued interest payable converted

Derivative liability converted

Fair value of stock issued ( 2,468,018 shares)

Loss on conversion of debt

On December 4, 2024, the Company entered into a securities purchase agreement ( “December 2024 Leviston Agreement”) for an unsecured convertible promissory note (the “December 2024 Leviston Note”) with Leviston Resources LLC ("Leviston") with a principal amount of $ 2,659,574 , of which $ 2,500,000 was funded and $ 159,574 was an original issue discount.

The full principal was due on April 4, 2026.

Interest was payable monthly at a rate of 6 % annually.

The Company could redeem the December 2024 Leviston Note for cash 30 -days following closing at 120 % of the face value, plus accrued interest.

In accordance with the agreement, on December 20, 2024, the Company issued a total of 33,854 shares of its common stock ( 13,542 restricted and 20,312 registered) with a fair value of $ 132,979 to Leviston as a loan commitment fee.

The December 2024 Leviston Note contained 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 4, 2024, the Company bifurcated the conversion feature and recognized a derivative liability with a corresponding additional to debt discount of $ 690,000 reflected in our consolidated balance sheet.

The derivative was valued using a Monte Carlo valuation model with a conversion price equal to 88 % of the seven day VWAP, discount rate of 35 %, risk free rate of 4.11 %, and volatility of 79.0 %.

During the year ended December 31, 2024, the Company recognized interest expense of $ 54,332 including OID amortization of $ 43,827 in connection with the December 2024 Leviston Note.

As of December 31, 2024 , the December 2024 Leviston Note was fully converted.

The loss on debt conversion recognized during the year ended December 31, 2024 was calculated as follows:

Principal converted

Debt discount associated with principal converted

Accrued interest payable converted

Derivative liability converted

Fair value of stock issued ( 943,258 shares)

Loss on conversion of debt

On December 19, 2023, Comstock Inc., LINICO and Aqua Metals Inc.

(“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 .

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.

Since 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 recognized as a discount on the agreement and will be recognized over the payment term.

On December 19, 2024, the parties amended the stock redemption agreement to extend maturity to March 31, 2025.

During the years ended December 31, 2024 and 2023 , the Company recognized interest expense of $ 29,344 and $ 1,922 , respectively, in connection with the AQMS note payable.

Ionic Ventures LLC Unsecured Convertible Note

5 unchanged sentences

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.

During the years ended December 31, 2024 and 2023 , we recognized interest expense of $ 0 and $ 285,772 , respectively, which includes OID amortization of $ 0 and $ 189,939 , respectively, in connection with the Ionic Note.

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 32,755 and 60,357 , respectively, of the Company's common stock issued upon earlier conversions with a fair value of $ 364,330 .

As of December 31, 2023, the Ionic Note was fully converted.

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

3 unchanged sentences

Derivative liability converted

Total 4,387,877

Fair value of stock issued 4,258,172

Fair value of stock issued ( 963,692 shares)

Gain on conversion of debt

NOTE 11 LONG-TERM RECLAMATION LIABILITY

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.

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 $ 1,599,559 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.

At December 31, 2024 and 2023 , we have asset retirement obligations of $ 6,033,418 , and $ 5,606,681 , respectively, for our obligation to reclaim our mine facilities and non-mining 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, enhanced reclamation obligations in Storey County, and our Comstock Metals processing facility.

Following is a reconciliation of the mining retirement obligation associated with our reclamation plan for the mining projects for the years ended December 31, 2024 and 2023 :

December 31, 2023 December 31, 2022

December 31, 2024

December 31, 2023

Long-term reclamation liability — beginning of year

Addition associated with the Lucerne mine — 942,168

Change in estimate of reclamation costs — 246,644

Reduction of obligation due to extension of time — ( 1,806,203 )

$ 5,606,681 $ 5,226,505

Addition associated with Comstock Metals

Accretion of reclamation liability

415,792 380,176

Long-term reclamation liability — end of year

$ 6,033,418 $ 5,606,681

NOTE 12 COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

Future minimum annual lease payments, including royalty and rental payments, under these existing lease agreements are as follows at December 31, 2024 .

2024 $ 109,000

Thereafter 1,361,250

Total minimum annual lease payments

We have minimum royalty obligations with certain of its mineral properties and leases.

We have minimum royalty obligations with certain of our mineral properties and leases.

For most of the mineral properties and leases, we are subject to a range of royalty obligations to the extent that production commences.

5 unchanged sentences

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 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 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.

NORTHERN COMSTOCK OPERATING AGREEMENT

The Company has an Operating Agreement with Northern Comstock LLC, as amended August 27, 2015.

The Operating Agreement requires that the Company make monthly cash contributions of $ 30,000 for eleven months each calendar year to Northern Comstock LLC and an annual contribution in the amount of $ 482,500 payable in stock or cash.

The Company recognized expense associated with the Operating Agreement of $ 888,941 in selling, general, and administrative expense on the consolidated income statements in both 2024 and 2023.

At December 31, 2024 and 2023, approximately $ 390,000 and $ 90,000 , respectively, in cash contributions were included in accounts payable on the consolidated balance sheets.

The Company anticipates making these contribution payments through September of 2026 to satisfy the obligation.

RENFUEL LICENSE PAYMENTS

On October 11, 2023, and amended on December 22, 2023, the Company and RenFuel signed an Exclusive License Agreement, pursuant to which RenFuel granted Comstock Fuels Corporation (“Comstock Fuels”), a wholly owned subsidiary of the Company, an exclusive license to use RenFuel’s patented catalytic esterification and related technologies in North America, Central America, and South America in exchange for ongoing royalty fees based on the production and sales of qualified products.

The Company is required to spend a minimum of $ 250,000 per quarter on commercially reasonable research, development and commercialization activities, and advances commencing on January 1, 2024.

As of December 31, 2024 , this commitment has been satisfied with advances made to RenFuel (see Note 3 ).

INVESTMENT IN LICENSED TECHNOLOGY

On March 1, 2024, the Company and Developer entered into the DSA to advance technologies owned by the Company's subsidiary that incorporate applications of intellectual properties owned by the Developer (“Developer IP”).

The DSA scope involves research and development to validate integrated applications of the Company's intellectual properties and Developer IP, including baseline applications involving Developer IP alone.

The DSA calls for work to be completed in a series of phases, with the first phase (“Phase 1” ) consisting of three projects over nine months at a cost to the Company of $ 116,900 per month, or $ 1,052,100 in total.

Current estimates for the next three projects in the second phase of work under the DSA (“Phase 2” ) include $ 116,900 per month for an additional six months, or $ 701,400 in total, including $ 321,160 in residual payments for equipment and supplies purchased in Phase 1 that will be used in Phase 2.

For the year ended December 31, 2024 , the Company recognized $ 1,157,000 as research and development expense in the consolidated statements of operation.

As of December 31, 2024 , research and development expense included in accounts payable on the consolidated balance sheet was $ 935,200 .

Phase 2 estimates are subject to upwards variance after data is collected and evaluated from Phase 1.

No estimate is available for work beyond Phase 2 at this time, however, the DSA contemplates continuing cooperation for research and development over an initial three -year term.

Each phase of work is defined by a detailed scope culminating in specific, measurable, achievable, relevant, and timely milestones and go- no -go decision points.

Work under Phase 2 cannot occur without a written notice to proceed from the Company following satisfactory completion of Phase 1 based on stated milestones and decision points.

The Phase 2 notice to proceed also cannot be issued until a detailed project plan for Phase 2 is finalized and approved by the Company and Developer.

On March 1, 2024, Developer granted the Company an exclusive license to use Developer IP to produce fuel (“Fuels License”) and treat water (“Water License” and, together with the Fuels License, the “Comstock License Agreements”) in exchange for royalty fees based on the production and sales of qualified products.

The Comstock License Agreements also require the Company to pay minimum royalty fees equal to $ 20,000 on the earlier to occur of 240 days after receiving a patent for the Developer IP, and, commencing on February 15, 2025, and for each year thereafter, (i) $ 10,000 in year 1 and 2, (ii) $ 25,000 in year 3 and 4, and (iii) $ 75,000 in year 5 and thereafter.

The Company also agreed to pay for certain outstanding and future patent costs, as well as a new patent filing fees for each new patent application added to the Licensed Patent Rights deriving from Developer individually ($ 10,000 ) or together with the Company ($ 5,000 ).

The scope of the Water License is exclusive unless Comstock elects not to invest a minimum of $ 100,000 per calendar quarter after completion of Phase 1.

All amounts paid to or for the benefit of Developer under the DSA and Comstock License Agreements are credited against future royalties payable under the Comstock License Agreements.

The Comstock License Agreements state that new intellectual properties developed by Comstock that derive from the Developer IP shall be assigned to Developer.

As of March 1, 2024, an officer and an employee (the “Comstock Inventors”) of the Company invented new developments that derived from Developer IP (“Comstock Developer Inventions”).

The Comstock Inventors assigned the Comstock Developer Inventions to Comstock, and Comstock then assigned the Comstock Developer Inventions to Developer.

While new developments to the Developer IP made by Comstock after March 1, 2024, are required to be assigned to Developer for no additional consideration, Developer agreed to pay to the Company a technology use fee equal to 20 % of any throughput that Developer generates by use and sublicensing of the Comstock Developer Inventions.

During the year ended December 31, 2024 , in accordance with the funding commitments under the Comstock License Agreements, the Company recognized $ 30,000 as license fee expense and $ 270,000 of patent fee expense and recognized $ 300,000 in accrued expense and other liabilities on the consolidated balance sheets.

On October 1, 2024, the Company entered into an agreement with a managing and operating contractor of the U.S.

Department of Energy’s (“DOE”) National Renewable Energy Laboratory (“NREL”).

This agreement provides that the Company work jointly with the NREL and the Massachusetts Institute of Technology (“MIT”) to develop and validate the process for conversion of lignocellulosic biomass into aromatic sustainable aviation fuel.

The agreement provides that the Company fund the research which includes the use of its pilot facility, equipment and laboratory in Wisconsin.

The ongoing funding commitment is $ 1.5 million, $ 1.7 million, and $ 1.5 million, during 2025, 2026, and 2027, respectively.

During the year ended December 31, 2024 , $ 269,488 has been funded under the agreement and recognized as research and development expense.

On October 1, 2024, the Company also entered into an exclusive licensing agreement with the same party whereby the Company obtained exclusive license in existing or future patent rights associated with the research.

The licensing agreement requires the Company to pay an up-front fee of $ 100,000 , which was paid in 2024 and recognized as research and development expense during the year ended December 31, 2024 .

Under this licensing agreement, the Company will pay a royalty fee equal to 3 % of net sales.

The agreement includes minimum annual royalty payments that are not applied against future years’ royalty payments.

Annual royalty payments are as follows:

Minimum Annual Royalty

In addition, the Company has the right to sublicense its licensing rights.

The Company will pay a royalty fee equal to 15 % of all sublicensing revenue to NREL.

The royalty fee and the sublicensing fee will be reduced to 2 % and 10 %, respectively, upon achievement of certain thresholds.

Annually, the Company pays each of the independent directors a total of $ 160,000 in cash or shares of common stock, which includes an annual cash payment of $ 60,000 plus chair and committee meeting fees.

The Chair of each Committee is paid an additional cash payment of $ 20,000 annually.

For years ended December 31, 2024 and 2023 , the Company recognized director fees expenses of $ 900,000 and $ 1,117,600 , respectively.

As of December 31, 2024 and 2023 , director fee compensation included in accounts payable on the consolidated balance sheet was $ 177,500 and $ 87,500 , respectively.

As of December 31, 2024 and 2023 , the Company accrued $ 1,000,000 and $ 500,000 , respectively, in director fee compensation associated with the director fees payable expected to be satisfied with shares of the Company's common stock that is expected to be issued in 2025 and paid annually and is included in other long-term liabilities on the consolidated balance sheet.

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

2 unchanged sentences

ISSUANCE OF REGISTERED SHARES OF COMMON STOCK

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 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.

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 (see Note 10, Debt Obligations ).

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.

2024 Issuances

In 2024, pursuant to the December 2024 Leviston Agreement, the 2024 Kips Bay Agreement, the July 2024 Leviston Agreement, and the 2023 Kips Bay Agreement, the Company issued an additional 129,636 registered shares of its common stock with a fair value of $ 412,991 (see Note 10 ).

On March 25, 2024, the Company entered into an equity purchase agreement ( “2024 ClearThink Agreement”) with ClearThink Capital Partners LLC (“ClearThink”) to offer and sell restricted and registered shares of common stock of the Company at an aggregate offering price of up to $ 5.0 million from time to time, at our option, on terms we deem favorable.

On March 26, 2024, the Company filed a prospectus supplement to the registration statement on Form S- 3, dated March 28, 2022, that registered for resale these shares issued pursuant to the 2024 ClearThink Agreement.

As of December 31, 2024 , the Company issued 2,078,777 registered shares of common stock to ClearThink for an aggregate sales price of $ 4,250,000 at an average price per share of $ 2.04 .

On July 18, 2024, the Company elected to terminate all future offers and sales pursuant to the 2024 ClearThink Agreement and the Company filed a prospectus supplement to reflect the reduction in the aggregate offering dollar amount of securities to offered and sold from $ 5,000,000 to $ 4,250,000 , and accordingly, the 2024 ClearThink Agreement has no remaining capacity as of December 31, 2024 .

2023 Issuances

On February 13, 2023, the Company entered into an equity purchase agreement ( “2023 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.

As of December 31, 2023, the Company issued 1,089,260 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 $ 5.0 million at an average price per share of $ 4.59 , and additional 55,249 shares of common stock at a fair value of $ 200,000 in commitment fees.

As of December 31, 2024 , the 2023 Leviston Sales Agreement had no remaining capacity and no sales under this agreement were made in 2024.

On June 21, 2022, the Company entered into an equity purchase agreement (the “2022 Tysadco Sales Agreement”) with Tysadco Partners, LLC (“Tysadco”) to offer and sell registered shares of common stock in an aggregate offering price of up to $ 10.0 million from time to time, at our option, on terms we deem favorable.

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.

Securities and Exchange Commission pursuant to the Securities Act of 1933 (the “Securities Act”).

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.

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 .

As of December 31, 2023, the Company issued 789,784 shares of common stock to Tysadco, for an aggregate sales price of $ 3,000,000 at an average price per share of $ 3.80 .

For the year ended December 31, 2024 , the Company issued 331,801 shares of common stock to Tysadco, for an aggregate sales price of $ 1,213,710 at an average price per share of $ 3.66 .

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.

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.

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

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

As of December 31, 2023, the 2022 Leviston Sales Agreement has no remaining capacity.

Sales of common stock, if any, under the 2022 Tysadco Sales Agreement were 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.

As of December 31, 2024 , the 2022 Tysadco Sales Agreement had 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.

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

September 1, 2023 Alvin Fund LLC 74,353

December 4, 2023 Alvin Fund LLC 64,458

December 5, 2023 Alvin Fund LLC 66,362

Issuance of unregistered shares of our common stock in connection with investments and other endeavors for the year ended December 31, 2024 are as follows.

Issuance Date

Common Shares Issued

January 11, 2024

Kips Bay Select LP

February 1, 2024

Alvin Fund LLC

March 1, 2024

Alvin Fund LLC

March 27, 2024

ClearThink Capital Partners, LLC

April 10, 2024

American Science & Technology (“AST”)

April 11, 2024

Decommissioning Services LLC (“Haywood”)

April 19, 2024

OTB Capital Inc.

(marketing fees)

April 19, 2024

Private Placement

Alvin Fund LLC

Private Placement

June 10, 2024

Alvin Fund LLC

August 2, 2024

Alvin Fund LLC

August 6, 2024

Leviston Resources LLC

August 16, 2024

Alvin Fund LLC

August 16, 2024

Private Placement

September 3, 2024

Northern Comstock LLC

September 5, 2024

Alvin Fund LLC

October 9, 2024

Kips Bay Select LP

November 5, 2024

OTB Capital Inc.

(marketing fees)

November 11, 2024

Alvin Fund LLC

December 3, 2024

Alvin Fund LLC

December 20, 2024

Leviston Resources LLC

Total common shares issued

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

On April 19, 2024, and November 5, 2024, the Company issued 56,101 and 43,725 shares, respectively, of restricted unregistered common stock of the Company for a fair value of $ 162,693 and $ 200,000 , respectively, to a professional service firm for consideration related to the Company's marketing services agreement.

The fair value of the shares was determined based on the trading price of the Company’s stock on the date of issuance.

Issuance of unregistered shares of our common stock in connection with investments and other endeavors for the year ended December 31, 2023 are as follows.

Issuance Date

Common Shares Issued

February 14, 2023

Leviston Resources LLC

June 21, 2023

Alvin Fund LLC

August 25, 2023

Northern Comstock LLC

September 1, 2023

Alvin Fund LLC

December 4, 2023

Alvin Fund LLC

December 5, 2023

Alvin Fund LLC

Total common shares issued

(A) Six months from issuance date

(B) Three months from issuance date

Noncontrolling Interest

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.

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

The remaining 10 % ownership was held by AQMS and was 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 AQMS sold its LINICO shares to LINICO for $ 600,000 .

On December 19, 2024, the parties amended the stock redemption agreement to extend maturity to March 31, 2025 ( see Note 10 ).

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.

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 %.

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

The decrease in ownership percentage resulted in a reduction to the Company's additional paid in capital of $ 176,695 during the year ended December 31, 2022.

As of December 31, 2024 and 2023 , the Company owns 100 % of LINICO.

On March 1, 2023, Comstock Metals LLC (“Comstock Metals”), a wholly owned subsidiary of the Company, entered into an Employment Agreement with Dr.

Fortunato Villamagna, to serve as President of Comstock Metals.

As part of this agreement.

Villamagna was to receive 20 % of the equity in Comstock Metals, vesting evenly, over a five -year period commencing on March 1, 2023 through March 1, 2028, with estimated fair value of the equity award totaling $ 863,000 .

On March 1, 2024, the first tranche vested reducing the Company’s ownership in Comstock Metals to 96 % with a noncontrolling interest of 4 %.

On December 30, 2024, Comstock Metals and Dr.

Fortunato Villamagna entered into a Rescission Agreement to rescind the Employment Agreement and cancel Dr.

Villamagna's vesting of equity in Comstock Metals.

The rescission resulted in a decrease in non-controlling interest and a corresponding increase to additional paid in capital of $ 91,156 during the year ended December 31, 2024.

For the years ended December 31, 2024 and 2023 , the Company recognized share-based compensation expense of $ 28,767 and $ 143,833 , respectively, associated with the rescinded agreement with Dr.

As of December 31, 2024 and 2023 , the Company owns 100 % of Comstock Metals.

Treasury Stock

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 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.

At December 31, 2024 and 2023 , our treasury stock includes 0 shares and 260,532 shares, respectively, of our common stock with carrying value of $ 0 and $ 3,360,867 , respectively.

On January 5, 2024, the Company elected to reacquire 260,532 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.

in exchange for amending the terms of their note, which are exercisable at a price of $ 1.00 per common share and have a two-year term (see Note 10, Debt Obligations ).

On December 15, 2022, the Company issued warrants to GHF allowing them to purchase 1,000,000 shares of the Company’s common stock, 500,000 of which are exercisable at a price per share of $ 0.4555 and the remaining 500,000 at a price per share of $ 2.5217 (see Note 10, Debt Obligations ).

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.

During the years ended December 31, 2024 and 2023 , no warrants to purchase common stock were issued, exercised, or expired.

During 2024, the warrants were modified in connection with amendments to related debt agreements (see Note 10 ).

Outstanding warrants for the year ended December 31, 2024 are as follows:

Number of Warrants Exercise Price Expiration Date

200,000 $ 1.0000 August 22, 2024

Number of Warrants

Exercise Price

Expiration Date

20,000 $ 4.56 December 31, 2025

50,000 $ 4.56 December 31, 2025

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

50,000 $ 4.56 December 31, 2025

Alvin Fund LLC

100,000 $ 4.56 December 31, 2025

Total outstanding warrants

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

NOTE 14 FAIR VALUE MEASUREMENTS

The following table presents our assets and liabilities measured at fair value on a recurring basis at December 31, 2023:

The following table presents our assets measured at fair value on a recurring basis at December 31, 2024 :

Fair Value Measurements at

December 31, 2024

(Level 1) Significant

(Level 2) Significant

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

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

Haywood Property derivative 875,000 — 875,000 —

GenMat derivative 781,966 — 781,966 —

Total liabilities measured at fair value $ 5,400,128 $ — $ 4,040,128 $ 1,360,000

The following table presents our assets and liabilities at December 31, 2022, which are measured at fair value on a recurring basis:

Haywood derivative

$ 1,529,850 $ — $ 1,529,850 $ —

Total assets measured at fair value

$ 1,529,850 $ — $ 1,529,850 $ —

The following table presents our liabilities measured at fair value on a recurring basis at December 31, 2023 :

Fair Value Measurements at

December 31, 2023

(Level 1) Significant

(Level 2) Significant

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

2023 Kips Bay convertible debenture derivative

$ 1,360,000 $ — $ — $ 1,360,000

LINICO related derivative

2,383,162 — 2,383,162 —

Haywood Property derivative

875,000 — 875,000 —

GenMat derivative

781,966 — 781,966 —

Total liabilities measured at fair value

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).

$ 5,400,128 $ — $ 4,040,128 $ 1,360,000

VALUATION METHODOLOGIES

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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:

The following tables presents changes in our derivative assets and liabilities that include level 3 inputs for the years ended December 31, 2024 and 2023 , measured at fair value:

For the Year Ended December 31, 2024

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 $ — $ —

As of December 31, 2023

(Additions) Deductions

Change in Fair Value

Payments for Decrease in Contractual Stock Consideration

As of December 31, 2024

2023 Kips Bay convertible debenture derivative

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

$ ( 1,360,000 ) $ ( 836,000 ) $ 735,125 $ 1,460,875 $ — $ — $ —

2024 Kips Bay convertible debt derivative

— ( 1,558,000 ) 1,806,113 ( 248,113 ) — — —

Leviston July 2024 convertible debt derivative

— ( 1,210,000 ) 1,080,000 130,000 — — —

Leviston December 2024 convertible debt derivative

— ( 690,000 ) 775,028 ( 85,028 ) — — —

GenMat derivative

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

( 781,966 ) — — ( 687,429 ) 2,164,364 ( 694,969 ) —

Haywood Property derivative

( 875,000 ) 100,000 — 1,575,000 729,850 — 1,529,850

LINICO related derivative

( 2,383,162 ) — — ( 860,691 ) — 3,243,853 —

Total assets (liabilities) measured at fair value

$ ( 5,400,128 ) $ ( 4,194,000 ) $ 4,396,266 $ 1,284,614 $ 2,894,214 $ 2,548,884 $ 1,529,850

For the Year Ended December 31, 2023

As of December 31, 2022

(Additions) Deductions

Change in Fair Value

Payments for Decrease in Contractual Stock Consideration

As of December 31, 2023

2023 Kips Bay convertible debenture derivative

$ — $ ( 1,360,000 ) $ — $ — $ ( 1,360,000 )

GenMat derivative

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

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

Haywood Property derivative

( 1,480,000 ) — 405,000 200,000 ( 875,000 )

LINICO related derivative

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

Ionic convertible debenture derivative

( 420,000 ) 1,519,587 ( 1,099,587 ) — —

Total liabilities measured at fair value

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.

$ ( 14,545,800 ) $ 159,587 $ 961,085 $ 8,025,000 $ ( 5,400,128 )

At December 31, 2024 , the fair value of the Haywood Property derivative was based on a trading price of the Company’s shares of $ 8.00 .

At December 31, 2023, the fair value of the LINICO, the Haywood Property, and GenMat derivatives were based on a trading price of the Company’s shares of $ 5.50 .

2023 Kips Bay Select LP Conversion Option

On December 27, 2023, the Company recognized a conversion option derivative liability on the consolidated balance sheets in connection with the 2023 Kips Bay Note.

On that date, the $ 1,360,000 fair value of the conversion option derivative was determined based on bifurcation of the conversion option from the 2023 Kips Bay Note.

At December 31, 2023, 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 %.

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

On January 27, 2024, the Company recognized an additional $ 836,000 associated with the additional borrowings under the 2023 Kips Bay Note (see Note 10 ).

During 2024, $ 735,125 of the derivative liability was eliminated in connection with the conversion of the related debt into shares of common stock.

At December 31, 2024 , the underlying note was fully converted eliminating the conversion option derivative.

In 2024, the range of variables used to calculate the original fair value of the conversion option derivative and the fair value on the dates of conversion are as follows.

Discount Rate

Risk Free Rate

Conversion price equal to 90% of the average price capped at $ 1.00

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2024 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

On July 23, 2021, we recorded a derivative asset on the consolidated balance sheets in connection with the LPB Contribution Agreement.

On that date, the $ 6,642,000 fair value of the derivative asset was determined based on the excess of the fair value of 3,500,000 shares of our common stock issued to and held by LPB over the $ 4,173,000 fair value of our contractual consideration under the LPB Partnership Interest Purchase Agreement.

On September 19, 2024, the Company recognized a conversion option derivative liability on the consolidated balance sheets in connection with the 2024 Kips Bay Note (see Note 10 ).

On that date, the $ 1,120,000 fair value of the conversion option derivative was determined based on the bifurcation of the conversion option from the 2024 Kips Bay Note.

The derivative was valued using a Monte Carlo valuation model with a conversion price equal to 88 % of the seven day minimum VWAP, discount rate of 35 %, risk free rate of 3.75 %, and volatility of 78.0 %.

On October 23, 2024, the Company recognized an additional $ 438,000 associated with the additional borrowings of $1.5M under the 2024 Kips Bay Note.

The derivative was valued using a Monte Carlo valuation model with a conversion price equal to 88 % of the seven day VWAP, discount rate of 35 %, risk free rate of 4.14 %, and volatility of 77.0 %.

During 2024, $ 1,806,113 of the derivative liability was eliminated in connection with the conversion of the related debt into shares of common stock.

At December 31, 2024 , the underlying note was fully converted eliminating the conversion option derivative.

In 2024, the range of variables used to calculate the original fair value of the conversion option derivative and the fair value on the dates of conversion are as follows.

Discount Rate

Risk Free Rate

Conversion price equal to 88% of the seven day minimum VWAP

77.0 % to 80.0 %

4.09 % to 4.23 %

Leviston Resources LLC Conversion Options

On July 19, 2024, the Company recognized a conversion option derivative liability on the consolidated balance sheets in connection with the July 2024 Leviston Note (see Note 10 ).

On that date, the $ 1,210,000 fair value of the conversion option derivative was determined based on the bifurcation of the conversion option from the July 2024 Leviston Note.

During 2024, $ 1,080,000 of the derivative liability was eliminated in connection with the conversion of the related debt into shares of common stock.

At December 31, 2024 , the underlying note was fully converted eliminating the conversion option derivative.

In 2024, the range of variables used to calculate the original fair value of the conversion option derivative and the fair value on the dates of conversion are as follows.

Discount Rate

Risk Free Rate

Conversion price equal to 150% or 80% of minimum historical 10 day VWAP

70.0 % to 79.0 %

4.33 % to 4.65 %

On December 4, 2024, the Company recognized a conversion option derivative liability on the consolidated balance sheets in connection with the December 2024 Leviston Note (see Note 10 ).

On that date, the $ 690,000 fair value of the conversion option derivative was determined based on the bifurcation of the conversion option from the December 2024 Leviston Note.

For debt conversions occurring during 2024, the derivative was valued using a Monte Carlo valuation model with a conversion price equal to 88 % of the seven day VWAP, discount rate of 35 %, risk free rate of 4.11 %, and volatility of 79.0 %.

During 2024, $ 775,028 of the derivative liability was eliminated in connection with the conversion of the related debt into shares of common stock.

At December 31, 2024 , the underlying note was fully converted eliminating the conversion option derivative.

In 2024, the range of variables used to calculate the original fair value of the conversion option derivative and the fair value on the dates of conversion are as follows.

Discount Rate

Risk Free Rate

Conversion price equal to 88% of the seven day minimum VWAP

79.0 % to 102.0 %

4.10 % to 4.16 %

GenMat Derivative Instrument

On June 24, 2021, the Company recognized a derivative asset on the consolidated balance sheets in connection with the GenMat Membership Interest Purchase Agreement (see Note 2 ).

On that date, the $ 530,000 fair value of the derivative asset was determined based on the excess of the fair value of 300,000 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 $ 35.10 closing price per share of our common stock on that date.

On February 28, 2022, the Company and the other parties to the LPB transactions mutually agreed to terminate the transaction documents.

Prior to settlement, the fair value of the shares was based on the closing price per share of our common stock of $ 1.46 , and we recorded a gain on the change in fair value of the derivative liability of $ 595,000 in the consolidated statements of operations for the year ended December 31, 2022.

The fair value of the derivative as of the settlement date of $ 937,000 was derecognized, along with the value of the investment in LPB, and the fair value of the 3,500,000 shares was $ 5,110,000 and was recognized as a decrease first to the par value of the common stock returned, and the remainder as a reduction to additional paid in capital.

At December 31, 2023, the fair value of Comstock’s shares held by GenMat of 251,345 shares was based on the closing price per share of our common stock of $ 5.50 with a fair value of the derivative liability of $ 781,966 .

On May 17, 2024, the Company fulfilled our initial funding requirements of $ 15.0 million which satisfied the make-whole provision and removed the requirement to account for the commitment as a derivative.

On May 17, 2024, the fair value of the Company's shares of common stock still held by GenMat of $ 694,969 was transferred to Advances to GenMat.

The derivative liability was classified in Level 2 of the valuation hierarchy.

Haywood Derivative Instrument

On April 7, 2022, the Company recognized a derivative asset on the consolidated balance sheets in connection with the lease from Haywood (see Note 8 ).

On that date, the $ 245,000 fair value of the derivative asset was determined based on the excess of the fair value of 150,000 shares of our common stock issued to and held by Haywood and a deposit of $ 50,000 over the initial $ 2,100,000 contractual stock consideration required under the agreement.

The agreement was amended in 2024 (see Note 8 ) increasing the commitment by $ 100,000 from $ 2.1 million to $ 2.2 million.

During the years ended December 31, 2024 and 2023 , the Company paid Haywood $ 420,000 and $ 200,000 , respectively, which resulted in a decrease in contractual stock consideration.

On April 11, 2024, the Company issued an additional 150,000 shares of our common stock to Haywood in accordance with the amendment which has a fair value of $ 509,850 at the closing price of $ 3.40 (see Note 8 ).

At December 31, 2024 , the fair value of the 300,000 shares was based on the closing price per share of our common stock of $ 8.00 and the fair value of the derivative asset was $ 1,529,850 .

At December 31, 2023, the fair value of the 150,000 shares was based on the closing price per share of our common stock of $ 5.50 and the fair value of the derivative liability was $ 875,000 .

The derivative liability is classified within Level 2 of the valuation hierarchy.

LINICO Derivative Instrument

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 350,000 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 was 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 was required to pay the former chief executive officer equal to such shortfall.

In 2024, the former chief executive officer sold all 350,000 of the Company's shares for net proceeds of $ 1,064,309 .

Through 2024, the total consideration for this agreement amounts to $ 4,014,309 , comprising the net proceeds of $ 1,064,309 and cash payments made by the Company since 2021, totaling $ 2,950,000 .

After selling all of his shares of the Company’s common stock in 2024, the remaining amount owed to the LINICO executive was $ 3,243,853 which was transferred to accrued expenses (see Note 7 ).

The derivative liability was classified within Level 2 of the valuation hierarchy.

Ionic Ventures, LLC Conversion Option

On December 16, 2022, the Company recognized a conversion option derivative liability on the consolidated balance sheets in connection with the Ionic Note.

On that date, the $ 420,000 fair value of the conversion option derivative was determined based on bifurcation of the conversion option 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 underlying note was fully converted eliminating the conversion option derivative.

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.

Discount Rate

Risk Free Rate

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

35 % 85.0 % to 99 % 4.17 % to 5.44 %

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)

In connection with the sale of the Facility (See Note 9 ) , the Company received 11 million shares of restricted common stock from the purchaser of the 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 Facility was valued using a Monte Carlo valuation model as follows.

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

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

1 million ABTC shares

$ 365,000 $ 0.74 95.0 % 5.07 %

Other Financial Instruments

At December 31, 2024 , the carrying amount of cash and cash equivalents, notes receivable, advances, deposits, and debt carried at amortized costs, approximates fair value because of the short-term maturity of these financial instruments.

NOTE 15 STOCK-BASED COMPENSATION

12 unchanged sentences

During the year ended December 31, 2023, 4,500 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.

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.

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

During the year ended December 31, 2024 , no options were outstanding.

Starting in 2021, we granted share awards to employees.

The vesting of 50 % of the employee share awards was 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 3,000 shares to an additional employee and 3,000 shares were forfeited.

During 2024, no shares were granted or forfeited.

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 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

Performance condition valuation inputs:

Performance condition shares 15,000 20,000

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

Market condition valuation inputs:

Market condition shares 15,000 20,000

Stock price $ 0.28 $ 0.62 to $ 1.68

Volatility 97 % 95 % to 96 %

Risk-free rate 4.13 % 2.51 % to 2.82 %

Number of iterations 150,000 100,000

Fair value per share $ 0.02 $ 0.17 to $ 0.91

Term (in years) 2.5 yrs

2.2 yrs to 2.5 yrs

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.

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

During the year ended December 31, 2023, 3,000 shares awards were forfeited and $ 52,583 in compensation recaptured.

During the year ended December 31, 2024 , no awards were granted, forfeited, or expired, and $ 12,912 was recognized as stock based compensation.

At December 31, 2024, there are no awards outstanding and no unvested compensation.

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.

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

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

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.

Villamagna was to receive 20 % of the equity in Comstock Metals LLC, 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.

On December 30, 2024, Comstock Metals and Dr.

Fortunato Villamagna entered into a Rescission Agreement to rescind the Employment Agreement and cancel Dr.

Villamagna's vesting of equity in Comstock Metals.

The rescission resulted in a decrease in non-controlling interest and a corresponding increase to additional paid in capital of $ 91,156 during the year ended December 31, 2024.

For the years ended December 31, 2024 and 2023 , the Company recognized share-based compensation expense of $ 28,767 and $ 143,833 , respectively, associated with the rescinded agreement with Dr.

As of December 31, 2024 and 2023 , the Company owns 100 % of Comstock Metals.

NOTE 16 OTHER INCOME AND EXPENSES

Other income (expense) net consisted of the following for the years ended December 31, 2024 and 2023 :

December 31, 2023 December 31, 2022

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

LPB settlement and related expenses — ( 250,000 )

Amendment fee associated with Manufacturing Facility sale 250,000 —

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

December 31, 2024

December 31, 2023

Equity loss in affiliates

All other 15,468 116,167

$ ( 1,764,643 ) $ ( 1,715,689 )

Change in fair value GenMat advances

Expiration and recognition of SSOF deposits

Amendment fee income associated with Facility sale

Pelen option expiration

— ( 150,000 )

42,309 15,468

Total other income (expense)

$ ( 1,066,153 ) $ ( 1,600,221 )

NOTE 17 INCOME TAXES

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Federal statutory rate

Goodwill impairment — % 5.8 %

21.0 % 21.0 %

State income tax benefit (net of Federal benefit)

Change in valuation allowance

Other 1.5 % ( 0.2 ) %

Total — % — %

( 16.7 )% ( 22.5 )%

( 4.8 )% 1.5 %

The Company’s total deferred income taxes at December 31, 2024 and 2023 consisted of the following:

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Asset retirement obligation

$ 1,293,493 $ 1,177,403

Mineral rights and properties, plant, and equipment

Mining exploration, development, claims, and permit costs

790,641 729,282

Lease liability

1,144,048 176,122

Net operating loss carryforward

54,844,665 46,105,332

Capital loss carryforward

Fair value adjustments — 3,827,353

906,263 1,291,211

Capitalized research expenditures

Other 1,271,660 624,764

5,364,855 2,188,570

622,128 1,271,660

Total deferred tax asset

64,966,093 53,362,908

Valuation allowance

( 57,047,815 ) ( 48,109,677 )

Net deferred tax assets

7,918,278 5,253,231

Deferred tax liabilities:

Mineral rights and properties, plant, and equipment

( 309,800 ) —

Right of use asset – leases

( 1,189,466 ) ( 172,991 )

Intangible assets

( 844,818 ) ( 2,951,300 )

Fair value adjustments

( 5,574,194 ) ( 2,128,940 )

Total deferred tax liabilities

( 7,918,278 ) ( 5,253,231 )

Net deferred tax assets and liabilities

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At December 31, 2024 , the Company has total net operating and capital loss carryforwards of approximately $ 271.6 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.

Of this total, the Company has approximately $ 165.8 million in net operating loss carryforwards for federal income tax purposes which, if not utilized, will begin to expire in 2025 and could be subject to certain limitations under section 382 of the Internal Revenue Code of 1986, as amended, approximately $ 94.3 million for federal income tax purposes with no expiration, but which are subject to 80% limitation upon utilization, and approximately $ 7.3 million in net operating loss carryforwards for state income tax purposes.

Additionally, the Company has $ 4.2 million of capital loss carryforwards for federal income tax purposes which, if not utilized, will begin to expire in 2029.

Year NOL expiring

Federal NOL with no expiration

Total Federal NOL

State NOL apportioned

Capital loss carryforward - Federal

Total NOL and capital loss carryforward

$ 271,582,748

At December 31, 2024 , and 2023 , the Company did not have any unrecognized tax benefits.

The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense.

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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.

Shares presented on a weighted average outstanding calculation were adjusted to give effect to the February 24, 2025 reverse stock split.

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

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Basic weighted average shares outstanding

16,613,755 10,512,675

Incremental shares

Diluted weighted average shares outstanding

16,613,755 10,516,936

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.

$ ( 3.21 ) $ 0.87

For the year ended December 31, 2023, the weighted average number of shares outstanding, for the purpose of calculating earnings per share, were reduced by treasury shares of 260,532 which is the number of treasury shares through our ownership in LINICO.

For the year ended December 31, 2024 , all potentially dilutive shares, including stock purchase warrants, were anti-dilutive due to the net loss incurred in that period.

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:

58,000 performance award shares, 58,000 market condition award shares, and 170,000 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

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Summarized financial information relating to our reportable segments is provided below.

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.

Our CODM is our executive team consisting of our chief executive officer, chief operating officer and chief technology officer.

Our CODM assesses the Company's performance and allocation of capital resources based on our segments of Fuels, Metals, Mining, Strategic Investments and Corporate.

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.

The Company 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.

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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.

Our Strategic Investments Segment includes our investments in 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.

The Company’s total revenue at December 31, 2024 , consisted of the following:

Mining and Real Estate

$ - $ - $ 2,595,725 $ - $ 19,200 $ 2,614,925

- 55,245 - - - 55,245

Decommissioning Services

- 282,117 - - - 282,117

- 63,876 - - - 63,876

Total Revenue

$ - $ 401,238 $ 2,595,725 $ - $ 19,200 $ 3,016,163

The Company’s total revenue at December 31, 2023, consisted of the following:

Mining and Real Estate

$ - $ - $ 1,014,776 $ 237,473 $ 22,200 $ 1,274,449

Total Revenue

$ - $ - $ 1,014,776 $ 237,473 $ 22,200 $ 1,274,449

As of December 31, 2024 , and 2023 , the Company has one customer, Mackay Precious Metals Inc., that accounted for over 10% of our revenues and accounts receivable balance.

Twelve-Months Ended

December 31, 2024

Fuels Metals Mining Strategic Investments Corporate/Other Total

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

$ — $ 401,238 $ 2,595,725 $ — $ 19,200 $ 3,016,163

Cost of goods sold

$ — $ 451,938 $ — $ — $ — $ 451,938

Selling and marketing

$ 1,515 $ 7,075 $ — $ — $ 471,369 $ 479,959

General and administrative

$ 920,247 $ 1,365,487 $ 1,842,667 $ ( 76,080 ) $ 8,170,776 $ 12,223,097

Research and development

$ 3,067,337 $ 537,132 $ 1,442 $ 338,135 $ 15,154,137 $ 19,098,183

Depreciation and amortization

$ 970,086 $ 1,035,534 $ 180,714 $ 424,957 $ ( 368,737 ) $ 2,242,554

Impairment of intangible assets

$ — $ 8,655,176 $ — $ 7,560 $ 5,133 $ 8,667,869

Impairment of properties, plant and equipment

$ — $ — $ — $ — $ 324,047 $ 324,047

(Gain) on sale of mineral rights

$ — $ — $ ( 804,489 ) $ — $ — $ ( 804,489 )

(Loss) income from operations

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

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

$ ( 4,959,185 ) $ ( 11,651,104 ) $ 1,375,391 $ ( 694,572 ) $ ( 23,737,525 ) $ ( 39,666,995 )

Total other income (expense), net

$ ( 296,763 ) $ — $ 239,817 $ ( 1,884,041 ) $ ( 11,794,916 ) $ ( 13,735,903 )

Net income (loss)

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

$ ( 5,255,948 ) $ ( 11,651,104 ) $ 1,615,208 $ ( 2,578,613 ) $ ( 35,532,441 ) $ ( 53,402,898 )

Interest expense

$ 298,023 $ — $ 4,120 $ — $ 2,669,208 $ 2,971,351

Equity method investment income (loss)

$ — $ — $ 15,049 $ ( 1,599,011 ) $ ( 180,681 ) $ ( 1,764,643 )

Acquisitions to intangible assets

$ 275,000 $ — $ — $ — $ 10,000 $ 285,000

Capital Expenditures

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

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

$ — $ 934,724 $ — $ — $ — $ 934,724

Total Assets as of December 31, 2024

$ 8,815,730 $ 7,215,335 $ 25,848,712 $ 47,944,285 $ 1,485,819 $ 91,309,881

Twelve-Months Ended

December 31, 2023

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

Cost of goods sold

$ — $ — $ — $ — $ — $ —

Selling and marketing

$ 4,686 $ — $ — $ — $ 741,554 $ 746,240

General and administrative

$ 957,690 $ — $ 2,133,798 $ 608,427 $ 8,142,471 $ 11,842,386

Research and development

$ 5,308,490 $ 610,101 $ — $ 198,714 $ — $ 6,117,305

Depreciation and amortization

Loss from operations $ ( 7,928,025 ) $ ( 1,180,300 ) $ ( 346,115 ) $ ( 1,843,510 ) $ ( 8,063,332 ) $ ( 19,361,282 )

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

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 )

$ 935,165 $ 1,245,448 $ 165,731 $ 61,472 $ 69,709 $ 2,477,525

(Gain) loss on sale of Facility

$ — $ — $ — $ 2,544,965 $ ( 9,849,535 ) $ ( 7,304,570 )

(Loss) income from operations

$ ( 7,206,031 ) $ ( 1,855,549 ) $ ( 1,284,753 ) $ ( 3,176,105 ) $ 918,001 $ ( 12,604,437 )

Total other income (expense), net

$ 69,533 $ — $ 734,894 $ 24,759,555 $ ( 2,433,293 ) $ 23,130,689

Net income (loss)

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

$ ( 7,136,498 ) $ ( 1,855,549 ) $ ( 549,859 ) $ 21,583,450 $ ( 1,515,292 ) $ 10,526,252

Interest expense

$ 66,323 $ — $ — $ 179,714 $ 1,400,687 $ 1,646,724

Equity method investment income (loss)

$ — $ — $ ( 10,019 ) $ ( 1,705,670 ) $ — $ ( 1,715,689 )

Acquisitions to intangible assets

$ 200,000 $ — $ — $ — $ — $ 200,000

Capital Expenditures

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

Total Assets as of December 31, 2023

$ 7,257,580 $ 11,797,921 $ 27,071,092 $ 56,481,416 $ 3,858,335 $ 106,466,344

NOTE 20 RELATED PARTY TRANSACTIONS

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TRANSACTIONS INVOLVING SIERRA SPRINGS OPPORTUNITY FUND

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.

The $ 525,000 investment and 9,167,666 voting shares of our CEO and two of our directors represent 14.82 % of total as converted SSOF common shares.

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.

At December 31, 2024 , the Company’s total investment in SSOF has a carrying value of $ 19,575,000 , representing 10,875,000 shares of common stock, or 17.27 % of the total SSOF outstanding shares of common stock on a fully diluted, if converted basis.

SSOF is a qualified opportunity zone fund, which 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.

The Company's executive chairman and chief executive officer co-founded SSOF and Sierra Springs Enterprises Inc.

(“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.

Our CEO and two of our directors have invested $ 525,000 into SSOF consistent of 8,671,000 voting shares of SSOF which represents 13.77 % of total as converted SSOF shares of common stock.

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

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 ).

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 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 September 7, 2021, the Company entered into the FPC Asset Purchase Agreement with FPC to acquire the FPC Assets.

The purchase price payable for the FPC Assets was $ 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 the Company 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’s chief technology officer and the president of Comstock Fuels 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.

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

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

On December 28, 2023, the Company paid $ 200,000 on this payable which was accounted for as an acquisition of intellectual property.

The remaining balance of $ 16,650,000 will be paid to FPC from future cash flows.

During 2024, the Company paid an additional $ 275,000 to FPC reducing the remaining payable from future cash flows to $ 16,375,000 .

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.

Fortunato Villamagna, president of Comstock Metals LLC, 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.

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 LLC, defined as excess cash available after the satisfaction of all planned growth capital for Comstock Metals LLC and the repayment of intercompany loans.

At December 31, 2024 and 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.

For the year ended December 31, 2024 , the Company recognized depreciation expense on the metal recycling furnace of $ 18,750 .

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 ).

Villamagna which provides that he receive 20 % of the interest of Comstock Metals LLC vesting evenly over a five -year period.

On December 30, 2024, Comstock Metals and Dr.

Fortunato Villamagna entered into a Rescission Agreement to rescind the Employment Agreement and cancel Dr.

Villamagna's vesting of equity in Comstock Metals (see Note 15 ).

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 $ 142,000 incurred by Mr.

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

As of the years ended December 31, 2024 and 2023 , the Company had paid $ 41,860 and $ 0 , respectively to Mr.

As of the year ended December 31, 2024 , 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.

For the years ended December 31, 2024 and 2023 , the Company recognized expense of $ 14,000 and $ 42,000 , respectively, 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.

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

On May 17, 2024, the chief executive officer purchased 125,000 restricted shares of the Company's common stock at a price of $ 4.00 per share, or $ 500,000 in net proceeds.

Separately, the chief executive officer entered into a personal promissory note with Alvin Fund LLC (“Alvin”), who is separately a creditor and shareholder of the Company.

The promissory note has a principal of $ 1,100,000 and accrues interest at 6 % per annum for one year and 8 % per annum thereafter and matures three years from the date of issuance.

The obligations under the chief executive officer's personal promissory note are secured by a security interest in SSOF shares owned by the chief executive officer.

The chief executive officer assigned 500,000 shares of SSOF owned by him to Alvin as partial consideration for the extension of credit.

The Company is not a party to the chief executive officer's arrangements with the Alvin.

NOTE 21 SUBSEQUENT EVENTS

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

FINANCIAL DISCLOSURE

On January 10, 2025, the Company entered into a securities purchase agreement ( “2025 Kips Bay Agreement”) for an unsecured convertible promissory note (the “2025 Kips Bay Note”) with Kips Bay with a principal amount of $ 10,638,298 , of which $ 5,000,000 was funded in cash on January 13, 2025 with an original issue discount of $ 319,149 .

On or before the date that is ten ( 10 ) business days after the Company effects a reverse split (resulting in an effective increase in the number of authorized shares available for future issuances of common stock), the Company will receive an additional funding of $ 5,000,000 , which shall result in a principal amount for such second tranche of $ 5,319,149 (that is, an additional $ 5,000,000 in cash plus an additional $ 319,149 of original issue discount).

The full principal is due on April 10, 2026.

Interest is payable monthly at a rate of 6 % annually.

The Company can redeem the 2025 Kips Bay Note for cash 30 -days following closing at 120 % of the face value, plus accrued interest.

In accordance with the agreement, in 2025, the Company issued 110,059 shares of its common stock ( 44,024 restricted and 66,035 registered) with a fair value of $ 531,915 .

The amount was recognized as additional discount on the note.

In 2025, pursuant to the 2025 Kips Bay Note, the Company issued 605,021 shares of the Company's common stock to Kips Bay with a fair value of $ 1,559,171 at an average conversion price of $ 2.58 .

On January 14, 2025, the Company executed an agreement with Hexas Biomass Inc.

(“Hexas”), under which Hexas agreed to grant the Company an exclusive worldwide license to Hexas’ intellectual properties in liquid fuels applications, subject to certain pre-existing agreements and relationships, and to provide certain development services in connection with the Company's site development and innovation activities.

Under the terms of the agreement, the Company also agreed to invest in Hexas in the amount of $ 500,000 (“SAFE Investment”), paid in a series of four tranches on January 15, 2025, January 31, 2025, February 28, 2025, and March 31, 2025.

Thus far in 2025, the Company has paid $ 366,666 cash on the SAFE Investment.

On January 22, 2025, the Company, as lessee, signed a Building Lease Agreement (the “CFC Building Lease”) with LNP 4801 Gaillardia Pkwy LLC to lease real property and improvements located in Oklahoma City, Oklahoma.

The CFC Building Lease is under a three -year term commencing on February 1, 2025.

Under the CFC Building Lease, rental expense is $ 5,244 per month with an annual rent increase of 3 %.

On January 30, 2025, the Company executed a master license agreement (“Master License Agreement”) with SACL Pte.

(“SACL”), a Singapore-based project development and management company that intends to develop renewable energy projects in Australia, New Zealand, Vietnam, Cambodia, and Malaysia (the “Territory”).

Under the terms of the Master License Agreement, the Company granted SACL ( 1 ) a master non-exclusive license to Comstock Fuels’ intellectual property (“Licensed IP”) for the sole purpose of developing, financing, building, and managing of renewable fuels production facilities based on the Licensed IP in the Territory (each, a “Licensed Facility), and ( 2 ) limited exclusive rights to market projects based on the Licensed IP in the Territory, subject to SCAL’s satisfaction of commercialization milestones relating to development of its current and future projects;

including, without limitation, completion of engineering and financing for SACL’s first Licensed Facility in 2025, followed by commissioning and commencement of production in 2027.

On February 7, 2025, the Company issued 15,550 shares of unregistered restricted shares of common stock with a fair value of $ 63,518 to Alvin Fund LLC in lieu of payment of interest under the Alvin Fund 2023 Note.

On February 12, 2025, the Company executed a master license agreement (“Master License Agreement”) with Gresham’s Eastern (Pvt) Ltd (“Gresham’s”), a Pakistan-based, leading sustainable energy engineering, equipment and construction company that intends to develop renewable energy projects in Pakistan.

Under the terms of the Master License Agreement, the Company granted Gresham’s ( 1 ) a master non-exclusive license to Comstock Fuels’ intellectual property (“Licensed IP”) for the sole purpose of developing, financing, building, and managing of renewable fuels production facilities based on the Licensed IP in the Territory (each, a “Licensed Facility), and ( 2 ) limited exclusive rights to market projects based on the Licensed IP in the Territory, subject to Gresham’s satisfaction of commercialization milestones relating to development of its current and future projects;

including, without limitation, completion of engineering and financing for Gresham’s first Licensed Facility in 2025, followed by commissioning and commencement of production in 2027.

On February 24, 2025, the Company implemented a one -for- ten ( 1:10 ) reverse split of our common stock.

Prior to the reverse stock split the Company had 237,675,779 shares of common stock issued and outstanding, and after the reverse stock split, the Company had approximately 23,767,823 shares of common stock issued and outstanding.

All share and per-share amounts included in this Annual Report are presented as if the stock split has been effective from the beginning of the earliest period presented.

On February 28, 2025, the Company agreed to make cash payments of $ 148,853 and issue common shares of the Company valued at $ 2,200,000 to settle all amounts payable to Mr.

Vogel in full.

If and to the extent that the sale of the shares of the Company's common stock results in net proceeds greater than $ 2,200,000 , then Mr.

Vogel is required to pay all of such excess proceeds to the Company.

If and to the extent that the sale of the Company's common stock results in net proceeds less than $ 2,200,000 , then the Company is required to pay cash to Mr.

Vogel equal to such shortfall.

In March 2025, the Company plans to issue to Mr.

Vogel 775,000 shares of its common stock.

The Company further agreed to register the Company's common stock for resale by Mr.

Vogel under the Securities Act of 1933, as amended.

The settlement is designed to fully satisfy the existing obligation of over $ 3.2 million and result in a gain of approximately $ 0.8 million.

AGREEMENTS WITH MARATHON PETROLEUM CORPORATION

Investment Agreements

Effective February 28, 2025, Comstock Fuels entered into a series of definitive agreements with subsidiaries of Marathon Petroleum Corporation (“Marathon”), involving the purchase of $ 14,000,000 in Comstock Fuels equity as part of Comstock Fuels’ planned Series A Financing, subject to a $ 700,000,000 valuation cap (“Investment”).

The purchase price includes $ 1,000,000 in cash and $ 13,000,000 in payment-in-kind assets comprised of equipment, related intellectual properties, and other materials located at Marathon’s former renewable fuel demonstration facility in Madison, Wisconsin (“Payment-In-Kind Assets”), on and subject to the terms and conditions of the applicable transaction documents (“Investment Agreements”).

The Payment-In-Kind Assets were transferred to Comstock Fuels as of February 28, 2025.

The cash portion of the Investment will be made within five business days of the execution by Comstock Fuels of third -party investment agreements for at least $ 25,000,000 in Series A Financing proceeds.

The Investment Agreements included (i) a simple agreement for future equity governing the portion of the Investment issued in exchange for the Payment-In-Kind Assets;

(ii) an asset transfer agreement to assign the Payment-In-Kind Assets;

(iii) a license agreement covering applicable intellectual properties (“License Agreement”);

and (iv) a letter agreement to provide post-closing conditions (“Letter Agreement”).

Ancillary agreements delivered in connection with the Investment Agreements included a board observer agreement executed as of the Effective Date by and between Comstock Fuels and MPC Investment LLC (“MPC”), a subsidiary of Marathon, under which Comstock Fuels granted MPC board observation rights in connection with the Investment (“Board Observer Agreement”).

Separately, Comstock executed a commercial lease agreement for Marathon’s former renewable fuels facility located in Madison, Wisconsin (“Madison Facility”), executed by and between Comstock Fuels and McAllen Properties, Inc., with an effective date of March 1, 2025 ( “Lease Agreement”).

Monthly rent payments under the Lease Agreement are about $ 44,000 .

License Agreement

Comstock Fuels will use the Madison Facility to increase Comstock Fuels’ current pilot production capabilities in Wausau, Wisconsin, with Comstock Fuels’ patented, patent pending, and proprietary lignocellulosic biomass refining technologies (“Comstock IP”).

The License Agreement provides for the grant by Virent, Inc.

(“Virent”) to Comstock Fuels of a non-exclusive, non-transferable, non-assignable, non-sublicensable, perpetual, royalty-free license under the Virent IP solely for research and development purposes associated with the Virent Equipment (“Included Virent IP”), excluding applications involving the heterogenous catalysis of biomass-derived sugars (“Reserved License Field”).

The License Agreement provides for Virent and Comstock Fuels to coordinate in good faith to obtain an additional license for the Reserved License Field for research and development purposes.

Comstock also granted Marathon a reciprocal royalty-free, non-exclusive, sublicensable worldwide license to any improvements or additional intellectual property related to the Included Virent IP, excluding improvements to Comstock IP.

The parties additionally agreed to negotiate in good faith for a commercial license in the event that a commercial opportunity is identified for the Included Virent IP, and Virent granted Comstock Fuels a right of first refusal in the event that Virent transfers some or all of the Included Virent IP to a third party, subject to applicable pre-existing rights held by third parties.

Letter Agreement

The Letter Agreement requires the cash portion of the Investment to be made within five business days of the execution by Comstock Fuels of third -party investment agreements for at least $ 25,000,000 in Series A equity financing.

The Letter Agreement additionally requires Comstock Fuels to grant Virent a lien on the Virent Equipment if Comstock Fuels does not complete $ 25,000,000 in the Series A equity financing within nine months of the Effective Date.

The Letter Agreement additionally reiterated certain elements of the February 6, 2025, term sheet by and between Comstock, including agreement of the parties to execute on or about May 31, 2025, ( i) a definitive offtake agreement under which Marathon or its affiliates will purchase advanced biomass-based intermediates and fuels from Comstock Fuels’ planned commercial demonstration facility;

and (ii) a joint development agreement under which Marathon or its affiliates will provide support services to Comstock Fuels in exchange for a warrant which creates the option for Marathon to purchase additional equity in Comstock Fuels.

ITEM 9 CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

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