What changed in this filing

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Item 2. Properties

2026-03-24 compared with 2025-03-06 · 55 added, 85 removed, 169 unchanged (45% of the section changed)

2 unchanged sentences

Business Segment

Research and Development Pilot Facility

Research and Development Pilot and Commercial Demonstration Facilities

Commercial Demonstration Facility

1 unchanged sentence

RESEARCH AND DEVELOPMENT PILOT FACILITY

On April 16, 2021, the Company entered into an asset purchase agreement with American Science and Technology Corporation (“AST”), pursuant to which the Company agreed to purchase substantially all of the real and personal property located at 6445 Packer Drive, Wausau, Wisconsin 54401 (“Research and Development Pilot Facility”), including bench and pilot scale processing equipment used in connection with some of our lignocellulosic fuels and refining processes (the “AST Asset Purchase Agreement”).

Further, the Company is party to three license agreements with AST (the “AST License Agreements”) that provide for full use of the Research and Development Pilot 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.

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 and Note 8 of the Notes to Consolidated Financial Statements).

The Company also entered into three license agreements with AST in connection with the AST Asset Purchase Agreement.

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

The machinery and equipment acquired was built for a specific purpose and is being used in testing for development of the technology required to process woody biomass into intermediate materials that can be converted into paper products and fuels.

On April 16, 2021, the Company entered into an asset purchase agreement (the “AST Asset Purchase Agreement”) with American Science and Technology Corporation (“AST”), pursuant to which the Company agreed to purchase substantially off of the real and person property located at 6445 Packer Drive, Wausau, Wisconsin, including bench and pilot scale processing equipment used in connection with our lignocellulosic fuels and refining processes.

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

These assets have no alternative future use.

The facility purchased is an industrial property located in Wausau, Wisconsin with an alternative use.

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.

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.

The facility is an industrial property located in Wausau, Wisconsin with alternative uses (see Note 10 of the Notes to the Consolidated Financial Statements).

The property is adequate for its current use and used for our Fuels Segment.

COMMERCIAL DEMONSTRATION FACILITY

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 December 10, 2025, the Company, as lessee, signed a Lease Agreement (the “Industrial and Commercial Lease”) with the lessor to lease land and premises located at 10210 Idaho Ave, Hanford, California.

The Industrial and Commercial Lease is under a five-year term commencing on December 10, 2025, and includes an option to extend the term for an additional 36 months, which the Company believes is probable.

The property is used for our solar panel recycling and materials recovery processes.

The property is adequate for its current use and used for our Metals Segment (see Note 10 of the Notes to the Consolidated Financial Statements).

Sierra Clean Processing LLC (“SCP”)

On August 15, 2023, the Company, as lessee, signed a Real Estate and Building Lease Agreement (the “SCP Building Lease”) with 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, and at lease inception, the SCP Building Lease was classified as an operating lease with a lease term of five years (see Note 10 of the Notes to the Consolidated Financial Statements).

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 SCP Real Estate and Building Lease is under a five-year term commencing on August 1, 2024, and 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 (see Note 10 of the Notes to the Consolidated Financial Statements).

On November 1, 2025, the Company, as lessee, signed a Lease Agreement (the “SCP Storage Lease”) with SCP to lease land and premises located at 800 Lake Avenue in Silver Springs, Nevada.

The SCP Storage Lease is under a five-year term commencing on November 1, 2025, and at lease inception, the SCP Storage Lease was classified as an operating lease with a lease term of ten years (see Note 10 of the Notes to the Consolidated Financial Statements).

For our SCP leased properties, the properties are used for our solar panel recycling and materials recovery processes.

The properties are adequate for its current use and used for our Metals Segment.

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

On January 22, 2025, the Company, as lessee, signed a Building Lease Agreement (the “Oklahoma Office Lease”) to lease real property and improvements located in Oklahoma City, OK.

The Oklahoma Office Lease is under a three-year term which commenced on February 1, 2025, and at lease inception, the Oklahoma Office Lease was classified as an operating lease with a lease term of three years (see Note 10 of the Notes to the Consolidated Financial Statements).

The property is used for our advanced lignocellulosic biomass refining solution processes.

The property is adequate for its current use and used for our Fuels Segment.

On February 27, 2025, the Company, as lessee, signed a Commercial Lease Agreement (the “Madison Commercial Lease”) with McAllen Properties Dane LLC to lease commercial property and improvements located in Madison, WI.

The Madison Commercial Lease is under an initial seven-year term which commenced on March 1, 2025, and at lease inception, the Madison Commercial Lease was classified as an operating lease with a lease term of twelve years (see Notes 10 and 13 of the Notes to the Consolidated Financial Statements).

The property is used for our advanced lignocellulosic biomass refining solution processes.

The property is adequate for its current use and used for our Fuels Segment.

On August 14, 2025, Bioleum, as lessee, signed a Sublease Agreement (the “Tulsa Commercial Lease”) with Tulsa Airports Improvement Trust (TAIT) to lease commercial land for development located in Tulsa, OK.

The Tulsa Commercial Lease is under a twenty-year term commencing on September 1, 2025, and at lease inception, the Tulsa Commercial Lease was classified as an operating lease and the Company expects to exercise the option, thus the Company determined a lease term of thirty years and a one-year option term (see Note 10 of the Notes to the Consolidated Financial Statements).

The property is used for our advanced lignocellulosic biomass refining solution processes.

The property is adequate for its current use and used for our Fuels Segment.

On December 4, 2025, Bioleum Corporation acquired Hexas (see Note 3 of the Notes to Consolidated Financial Statements) and assumed an existing lease for research farmland and building.

The Lease Agreement (the “Hexas Farm Lease”) is with a related party, with the former chief executive officer of the newly acquired Hexas, to lease research farmland and building in Olympia, WA.

The Hexas Farm Lease had an original lease term of five years commencing on March 1, 2025, and at lease inception, the Hexas Farm Lease was classified as an operating lease with a remaining lease term of 4.2 years (see Note 10 of the Notes to the Consolidated Financial Statements).

The property is used for our advanced lignocellulosic biomass refining solution processes.

The property is adequate for its current use and used for our Fuels Segment.

HAYWOOD PROPERTY

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.

On April 7, 2022, as amended on November 7, 2022, April 2, 2024 (the “Second Amendment”), and June 9, 2025 (the “Third Amendment”), the Company contracted to purchase Haywood quarry and industrial property (the “Haywood Property”) from Decommissioning Services LLC (“Haywood”) for $2.2 million.

The Haywood Property represents approximately 190 industrial acres in Lyon County, Nevada, and is part of one of the larger industrial parks in Lyon County.

The property has power, water and highway access.

The Company plans to employ a portion of the property for the storage of end-of-life electrification products.

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 of the Notes to the Consolidated Financial Statements ).

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 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 8 of the Notes to the Consolidated Financial Statements) .

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 of the Notes to the Consolidated Financial Statements ).

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.

The property has power, water and direct highway access.

As of December 31, 2025, the Company owns the Haywood Property and included in our mining assets.

The property is adequate for its current use and used for our Mining Segment.

MINING PROPERTIES

1 unchanged sentence

The information about our mining properties in this Report has been prepared in accordance with the requirements of S-K 1300, which requires us to disclose our mineral resources, in addition to any mineral reserves, as of the end of our most recently completed fiscal year, individually and in the aggregate, for each of our material mining properties.

Summary Disclosure

Summary Mining Disclosure

The Comstock Lode was discovered in 1859.

3 unchanged sentences

The Company will continue amassing what has become the single largest known repository of historical and current geological data on the Comstock region.

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, totaling 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 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.

Comstock and its subsidiaries own, control, or retain interests in mineral properties covering five miles of strike-length on the Comstock and Silver City lodes, including fee ownership of real properties, patented mining claims, and unpatented mining claims administered by the BLM, totaling 5,544 acres (due to overlapping interests, the combined area is approximately 4,454 acres).

Comstock owns 82 patented lode mining claims totaling 913 acres with surface parcels increasing the total to 2,362 acres, 201 unpatented lode mining claims, 38 unpatented placer claims, and one mill site claim administered by the BLM totaling 3,181 acres.

Because of the Comstock Lode's historical significance, the geology is well known and has been extensively studied.

14 unchanged sentences

Titles and Mining Claims:

68 unpatented lode claims, 38 unpatented placer claims (1,937 acres), 37 patented lode claims (529 acres), and 21 surface parcels (592 acres).

75 unpatented lode claims and 38 unpatented placer claims (2,042 acres), 39 patented lode claims (550 acres), and 23 surface parcels (673 acres).

Key Permit Conditions:

6 unchanged sentences

Certain properties have royalty interests ranging from 1.5% to 2.0%

A security interest in certain parcels has been granted to Alvin Fund LLC

Lucerne Project

1 unchanged sentence

Majority 100%

certain claims 50% through membership in Northern Comstock LLC

Titles and Mining Claims:

70 unpatented lode claims (444 acres), 14 patented lode claims (104 acres), and 24 surface parcels (59 acres) owned by Comstock;

12 unpatented lode claims (44 acres), 20 patented lode claims (167 acres), and 15 surface parcels (42 acres) owned by Northern Comstock LLC.

82 unpatented lode claims (488 acres), 35 patented lode claims (268 acres), and 38 surface parcels (89 acres).

Key Permit Conditions:

8 unchanged sentences

Fully permitted, dedicated processing facility in American Flat

Northern Targets

Storey County, Nevada

Owned or leased by Mackay Precious Metals Inc.

Comstock retains a 1.5% NSR royalty.

Titles and Mining Claims:

174 unpatented lode claims (2,597 acres), 50 patented lode claims (539 acres), and 106 surface parcels (156 acres) controlled by Mackay.

Key Permit Conditions:

Private and BLM administered land.

Potential for Underground or Open Pit

Mineralization Styles:

Zones of structurally prepared volcanic rock with multiple episodes of epithermal veins, hydrothermal breccias, and stockwork veinlets.

Additional mineralization is associated with porphyry dikes, mafic dikes, and sills that have intruded the volcanic host rocks.

Certain properties have underlying royalty interests ranging from 1.0% to 5.0%

The following tables summarize our estimated mineral resources as of December 31, 2025 and 2024 for each of our exploration projects:

30 unchanged sentences

Electric utilities are available.

The mineral property includes 68 unpatented lode claims, 38 unpatented placer claims (1,937 acres), 37 patented lode claims (529 acres), and 21 surface parcels (592 acres).

The Company fully owns these properties, except for the Haywood Property, which the Company has full access to and is controlled by a purchase agreement, with the final payment due in 2025, and pays annual claim fees to the BLM for each of the unpatented claims.

The mineral property includes 75 unpatented lode claims and 38 unpatented placer claims (2,042 acres), 39 patented lode claims (550 acres), and 23 surface parcels (673 acres).

The Company owns these properties, and pays annual claim fees to the BLM for each of the unpatented claims.

Previous Operators

48 unchanged sentences

Overview and Location

The Lucerne Project is an exploration stage project 100% owned or controlled by Comstock Mining LLC, a wholly owned subsidiary of Comstock.

The Lucerne Project is an exploration stage project 100% owned by Comstock Mining LLC and Northern Comstock LLC, both wholly owned subsidiaries of Comstock.

The property is located at 39°17ʹ north latitude and 119°39ʹ30″ west longitude, in Storey County, Nevada, midway between the towns of Virginia City and Silver City, Nevada, 30 miles southeast of Reno, Nevada.

The mineral property includes 82 unpatented lode claims (488 acres), 34 patented lode claims (271 acres), and 39 surface parcels (101 acres), all owned by Comstock, or controlled through Comstock’s 50% membership interest in Northern Comstock LLC (“Northern Comstock”).

The Company pays annual claim fees to the BLM for each of the unpatented claims.

Comstock acquired its original interest in the Lucerne area through its acquisition of Plum Mining in 2003.

The Company continued leasing, optioning, and purchasing properties in the Lucerne Project area though 2012.

The properties are now owned outright by the Company, except for the Northern Comstock properties, which will be transferred to the Company after the final payment, due in August 2026.

The mineral property includes 82 unpatented lode claims (488 acres), 35 patented lode claims (268 acres), and 38 surface parcels (89 acres).

The Company owns these properties and pays annual claim fees to the BLM for each of the unpatented claims.

Comstock acquired its original interest in the Lucerne area through its acquisition of Plum Mining LLC in 2003.

The Company continued leasing, optioning, and purchasing properties in an effort to sufficiently consolidate the Lucerne Project area through 2012.

Comstock acquired 100% of the mineral interests in Northern Comstock LLC after a final payment in 2025.

The property is accessible via State Route 342 and the American Flat processing facility, which is approximately a mile and a half to the west, is accessible via a haulage road with a BLM-Leased right of way.

9 unchanged sentences

In 2015, the Company drove a 780-foot drift to the north from the floor of the Lucerne pit, in the footwall of the Silver City vein.

49 core holes were drilled into the vein from drill bays spaced every 100 feet along the drift.

Additional exploration work included an airborne, 3-D magnetic/electromagnetic geophysical survey over all of the Company' Mineral Estate properties in 2020.

Forty-nine core holes were drilled into the vein from drill bays spaced every 100 feet along the drift.

Additional exploration work included an airborne, 3-D magnetic/electromagnetic geophysical survey over all of the Company's Mineral Estate properties in 2020.

The Company performed extensive test mining in the Lucerne mine from 2004 through 2006, producing 12,000 ounces of gold and 53,000 ounces of silver, and again from 2012 through 2015, producing 59,515 ounces of gold and 735,252 ounces of silver.

15 unchanged sentences

The Company owns industrial and commercially zoned properties in Silver Springs, Nevada (the “Silver Springs Properties”).

The former represents 98 acres of industrial land and senior water rights and the latter represents 160 acres of commercial land along with its rights in the membership interests of Downtown Silver Springs LLC.

The industrial properties comprise approximately 98 acres of industrial land and senior water rights and the commercial properties comprise 160 acres of commercial land along with its rights in the membership interests of Downtown Silver Springs LLC.

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 2. Properties