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Item 7. Management’s Discussion and Analysis

2026-03-24 compared with 2025-03-06 · 215 added, 219 removed, 112 unchanged (79% of the section changed)

5 unchanged sentences

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.

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

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.

Comstock innovates and commercializes technologies that extract and convert under-utilized natural resources into clean energy products, including remarkable new technologies that produce renewable fuels from waste and other forms of woody biomass and electrification metals from end-of-life electronics.

We are also developing and using artificial intelligence technologies for advanced materials development, and preparing our defined mineral resources for mining and monetization.

Our goal is to build extraordinary shareholder value by using systemic management practices, disciplined frontier scientific discovery, and applied engineering to innovate, develop, and commercialize technologies that facilitate the increased production, storage, distribution, and use of clean energy across entire industries.

Our operations primarily involve innovating, developing, deploying, and monetizing clean energy technologies with integrated teams in dedicated lines of business, including renewable fuels, metals, and mining.

Our plans to generate revenue and throughput involve using and licensing our technologies, including by creating financial and other incentives to enable and motivate our customers, licensees, and other stakeholders to use their capital, infrastructure, and other resources to accelerate and maximize adoption.

We also make, own and manage investments in related assets to support our businesses, including multiple existing minority equity positions and partnerships in strategic technology developers, two renewable fuels demonstration facilities in Wisconsin, and a metals recycling demonstration facility in Nevada.

We additionally own and manage direct investments in northern Nevada real estate comprised of industrial and commercial properties, strategic water rights and approximately twelve square miles of mining claims and related surface parcels that we own, lease and/or have a royalty interest in that also contain measured, indicated and inferred mineral resources of gold and silver.

Comstock commercializes innovative technologies, systems and supply chains that extract, process, and convert under-utilized waste and natural resources into clean energy and clean energy supporting products, including truly sustainable solutions that produce renewed and repurposed electrification metals and minerals from end-of-life solar panels.

We approach industrial growth opportunities by identifying, acquiring, and building companies with the potential for superior financial returns on deployed capital, by systematically creating and operating industrial enterprises and systems from the ground up, typically in full equity-based alignment with the founders of the technologies, and then developing, integrating and commercializing their breakthrough technology-based solutions through a distinctive combination of operational and organizational scale-up expertise.

Comstock Metals and Bioleum Corporation represent the two leading examples of actualizing our strategy, where in the founders' groups have a meaningful stake (up to 20% of the subsidiaries equity or comparable form of profit interest), that is fully restricted until major monetization events occur.

Comstock Metals has established the goal of s etting the global standard for solar panel recycling .

Our process creates no waste, generates no landfilled materials, and results in clean recycled products that are safe for reuse.

Bioleum seeks to commercialize technologies, systems and supply chains that produce renewable fuels from waste, purpose grown energy crops and other forms of woody biomass.

We approach the challenge of sustainability head-on by innovating, developing and commercializing technologies that accomplish more while utilizing fewer natural resources, protecting our ecosystem from the negative impact of carbon emissions and toxic materials, and enabling and empowering the next industrial revolution.

Our plans to generate these throughputs involve both deploying and licensing our technologies within a purpose-driven and designed ecosystem, including extended and interdependent partners that leverage their infrastructures, capacities, and resources, that are often directly integrated with our system.

Our strategic assets for Bioleum include two Wisconsin renewable fuels demonstration facilities, two pilot farms for purpose grown energy crops, a site in Tulsa, Oklahoma for our first fully integrated biorefinery, and for Metals, an existing Nevada-based solar panel recycling demonstration facility and a first-of-its-kind industry-scale solar panel recycling facility that we are currently installing, testing and commissioning.

We also own and manage investments in various legacy assets that previously supported our current or prior businesses that we are working to monetize.

This includes our legacy gold and silver mining assets, real estate assets and certain non-strategic investments.

This includes northern Nevada real estate that we own, control and/or manage comprised of industrial and commercial land, water rights, other direct investments and about seven square miles of patented and unpatented mining claims and surface parcels, some of which contain significant amounts of measured, indicated, and inferred gold and silver mineral resources.

Lines of Business

Fuels Segment

Our Fuels Segment is administered by our subsidiary, Comstock Fuels Corporation (“Comstock Fuels”).

Comstock Fuels delivers advanced lignocellulosic biomass refining solutions that set industry benchmarks for production of cellulosic ethanol, gasoline, renewable diesel, sustainable aviation fuel (“SAF”), and other renewable Bioleum™ fuels, with extremely low carbon intensity scores of 15 and market-leading yields of up to 140 gallons per dry metric ton of feedstock (on a gasoline gallon equivalent basis, or “GGE”), depending on feedstock, site conditions, and other process parameters.

Comstock Fuels additionally holds the exclusive rights to intellectual properties developed by Hexas Biomass Inc.

(“Hexas”) for production of purpose grown energy crops in liquid fuels applications with proven yields exceeding 25 to 30 dry metric tons per acre per year.

The combination of Comstock Fuels’ high yield Bioleum refining platform and Hexas’ high yield energy crops allows for the production of enough feedstock to produce upwards of 100 barrels of fuel per acre per year (at 42 gallons per barrel), effectively transforming marginal agricultural lands with regenerative practices into perpetual “drop-in sedimentary oilfields” with the potential to dramatically boost regional energy security and rural economies.

Comstock Fuels plans to contribute to domestic energy dominance by directly building, owning, and operating a network of Bioleum Refineries in the U.S.

to produce about 200 million barrels of renewable fuel per year by 2035, starting with its planned first 400,000 barrel per year commercial demonstration facility in Oklahoma.

Comstock Fuels also licenses its advanced feedstock and refining solutions to third parties for additional production in the U.S.

and global markets, including several recently announced and other pending projects.

Our Fuels Segment does not currently generate revenue but is anticipated to do so from recently announced agreements for licensing and related engineering services in Australia, New Zealand, Malaysia, Vietnam and Pakistan.

Comstock Fuels operates two pilot facilities, including a feedstock conversion and biointermediate production pilot in Wausau, Wisconsin (“Wausau Facility”), and a biointermediate conversion and renewable fuel production pilot in Madison, Wisconsin (“Madison Facility”).

Comstock Fuels is also focused on additional innovations to improve on its existing commercial process by increasing its market-leading yields and carbon intensities while driving costs down in pursuit of fossil parity.

To that end, Comstock Fuels’ innovations group has partnered with National Renewable Energy Laboratory (“NREL”), the Massachusetts Institute of Technology (“MIT”), RenFuel K2B AB (“RenFuel”), Emerging Fuels Technologies Inc.

(“EFT”), and others with sponsored research, licensing, and other agreements.

We intend to transition Comstock Fuels to directly supporting its continued development with the proceeds of a planned Series A subsidiary preferred equity offering in 2025 (“Series A Financing”) as well as subsidiary project equity and debt financings that includes a recent allocation of $152 million from the State of Oklahoma in project activity bonds for the construction of its planned first 400,000 barrel per year facility in Oklahoma.

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”) (see Note 21 of the Notes to our Consolidated Financial Statements).

Metals Segment

Our Metals Segment has operated a demonstration-scale solar panel recycling facility since early 2024, generating $401,238 in revenue for the year ended December 31, 2024, through service fees for decommissioning, tipping fees for receiving and processing end-of-life solar panels, and offtake sales of high-value recycled materials, including aluminum, copper, glass, and concentrated precious metals.

This facility has proven our capability to deliver environmentally superior recycling solutions that support U.S.

industry while reducing landfill waste.

Comstock Metals has initiated permitting and development of its first industry-scale production facility, located on the same campus as the demonstration facility to scale the operation.

This strategically located facility will enable the seamless transition of proven processes from demonstration to full-scale production.

Once operational, the industry-scale facility is expected to significantly enhance our ability to meet the growing demand for domestically recovered metals, supporting the needs of American manufacturers, and infrastructure projects.

Our mission is to create a robust domestic supply chain for critical materials by innovating and scaling sustainable recycling technologies.

The Company plans to build three facilities in the United States.

Comstock Metals is advancing a vision of American energy and resource independence while delivering economic and environmental value.

Our Metals Segment's 2025 objectives include (1) closing on direct equity and/or debt financing into Comstock Metals sufficient to fund the construction and commissioning of the Company’s first industry-scale facility, (2) submitting all prerequisite permits, (3) finalizing the industry-scale engineering, (4) ordering all of the industry-scale equipment for our first industry-scale facility, and (5) securing larger and longer terms supply contracts and accelerating site selection for our second and third facilities.

Our Metals Segment utilizes solar panel recycling and materials recovery solutions that drive sustainability across the electrification products market.

In 2025 and 2024, we have operated a permitted, demonstration-scale solar panel recycling facility that delivers environmentally superior, zero-landfilled recycling solutions to support U.S.

mineral industries.

During 2025 and 2024, this facility generated revenues of $1.4 million and $0.4 million, respectively, from service fees for decommissioning services, recycling and processing end-of-life solar panels, and offtake sales of high-value recycled materials, including aluminum, copper, glass, and concentrated precious metals.

Total billings of both revenues and deferred revenues were $3.5 million in 2025.

We believe this technology deployment is globally leading and positioned to operate a world-class, quality, global solar panel recycling operation and has the potential to set the global standard for solar panel recycling and ultimately, a global worldwide recycling network deployment.

Comstock Metals has completed all permitting requirements for its first industry-scale production facility, located on the same campus as the operating demonstration-scale facility.

The cost of equipment and installation is estimated to be approximately $13 million.

Equipment arrival and installation began in the first quarter of 2026, and it is anticipated that commissioning of the plant will be completed late in the first quarter with operations coming on-line during the second quarter of 2026.

This plant is expected to scale to a production capacity to over 3 million panels per year representing up to 100,000 tons of processed waste materials per year.

This strategically located facility will enable the expeditious transition of proven processes from commercial demonstration to full-scale production.

The industry-scale facility is expected to enhance our ability to meet the rapid and continuously growing demand for domestically recovered metals.

Comstock Metals has selected and submitted state-level permits for a second industry-scale production facility in southern Nevada.

Our plan supports the creation of a more robust domestic supply chain for critical materials by innovating and scaling sustainable recycling technologies.

The Company plans to build up to seven facilities in the United States over the next five years and support American energy and resource independence while simultaneously delivering significant economic and environmental value.

Our Metals Segment's 2026 objectives included (1) finalizing commercial plant equipment installation, (2) commissioning of commercial plant, (3) securing larger and longer terms supply contracts (4) select site number two, three and four and begin permitting, (5) ensure financing for Comstock Metals to sufficiently fund the construction and commissioning of the Company’s second industry-scale facility (6) ordering all of the industry-scale equipment for our second industry-scale facility, and (7) finalize the design for downstream refining of the solar tailings.

We believe we are on track for completing all of our 2026 objectives.

Mining Segment

Our Mining Segment generated income from leases, licenses, and related fees during 2024, 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 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”).

On December 18, 2024, the Company entered a binding membership interest purchase agreement 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, for an aggregate purchase price of $2,750,000.

The Northern Targets encompass both the Gold Hill and Occidental Lode claim groups in Storey County, Nevada.

Pelen owns certain claims adjacent to and/or relevant to these northern claim groups.

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

The Company was paid $1.0 million in cash with another $0.75 million previously due and expected to be paid by March 30, 2025, plus an additional $1.0 million that will be paid within 45 days of the completion of Mackay’s public listing, at the election of Mackay, in either cash or their publicly registered common stock.

The $1.0 million from the public listed shares is guaranteed by the value date of October 31, 2025.

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

Since entering the Mackay Mining Lease, the Company has received cash of $3.2 million in initial and ongoing lease payments and will also receive an additional, final pro-rata lease payment associated with these properties of $0.5 million expected to be paid by March 30, 2025.

Our Mining Segment is administered by our wholly owned subsidiaries, Comstock Mining LLC, Comstock Processing LLC and various other local subsidiaries that collectively own approximately seven square miles of patented mining claims, unpatented mining claims and surface parcels in Nevada, comprising the Comstock Mineral Estate.

On December 18, 2024, the Company executed 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, for an aggregate purchase price of $2,750,000.

The Company was paid $1.0 million in cash in 2024.

On June 6, 2025, the parties executed an amendment (the "First Amendment"), to the Mackay MIPA.

Pursuant to the First Amendment, the Mackay MIPA was amended to increase the purchase price to $2,950,000 bringing all final cash amounts due to a total of $1,950,000 which the Company received in 2025 (see Note 6 of the Notes to Consolidated Financial Statements).

Pursuant to and as defined in the Mackay Royalty Agreement the Company was to receive a 1.5% royalty of Net Smelter Returns from metal revenues on these properties.

On January 9, 2026, the Company and Mackay entered into a Royalty Purchase and Sale Agreement in which the Company sold all of the Company's rights, title and interest in and to the royalty pursuant to the Mackay Royalty Agreement (see Note 6 of the Notes to the Consolidated Financial Statements).

The purchase price consisted of $1,100,000 cash, all of which was received before January 20, 2026.

For the years ended December 31, 2025 and 2024, the Company recognized a gain on sale of these mineral rights of $0.2 million and $0.8 million, respectively.

On February 22, 2026, the Company agreed to a minor modification in a non-compete language associated with the prior purchase of properties by Mackay and received an additional $300,000 in compensation from Mackay.

On June 30, 2023, the Company entered into the Mackay Mining Lease with Mackay.

The Mackay Mining Lease terminated on December 18, 2024.

Our Mining Segment's 2025 objectives include (1) advancing the preliminary economic assessment for the Dayton Consolidated Project and (2) the development of preliminary Dayton mine and reclamation plans, progressing toward full economic feasibility for the southern part of the district.

Since June 30, 2023, the Company has realized over $8 million in cash proceeds with approximately $4 million from the initial payment, subsequent lease payments and reimbursed expenses plus over $4 million from the sale of the claims and the residual NSR sale transaction.

The Company also received an additional 250 acres of mineral and other properties in Lyon County, for no additional consideration.

Our Mining Segment's 2026 objectives include (1) monetizing mining assets, (2) complete the preliminary economic assessment for the Dayton Consolidated Project and (3) the development of preliminary Dayton mine and reclamation plans, progressing toward full economic feasibility for Dayton.

Metal prices for 2025 have been exceptionally strong, presenting additional economic opportunities for our monetizing our mining assets.

We believe we are on track for completing all of our 2026 objectives.

Fuels Segment - Bioleum Corporation

Our Fuels Segment is administered by Bioleum and we hold an investment in Bioleum, through our Preferred Series 1 equity position (see Note 2 of the Notes to Consolidated Financial Statements).

Bioleum seeks to deliver advanced lignocellulosic biomass refining solutions that set new industry standards for the production of cellulosic ethanol, gasoline, renewable diesel, SAF, and other renewable Bioleum™ fuels, with extremely low carbon intensity scores of 15 and market-leading yields of up to 125 gallons per dry metric ton of feedstock (on a GGE basis), depending on feedstock, site conditions, and other process parameters.

In December 2025, Bioleum completed the acquisitions of both the RenFuel IP and of Hexas (see Notes 3 and 5 of the Notes to Consolidated Financial Statements).

Bioleum is now capable of producing its own purpose grown energy crops used in producing our liquid fuels applications with proven yields exceeding 25 to 30 dry metric tons per acre per year.

The combination of Bioleum’s high yielding refining platform and Hexas’ high yielding energy crops enables the production of enough feedstock to produce upwards of 100 barrels (at 42 gallons per barrel) of fuel per acre per year, with regenerative practices that can effectively transform marginal agricultural lands into perpetual “drop-in sedimentary oilfields” with the potential to dramatically boost regional energy security and rural economies.

Bioleum plans to contribute to domestic energy dominance by directly building, owning, and operating a network of Bioleum refineries in the U.S., starting with its planned first 400,000 barrel per year commercial demonstration facility in Oklahoma.

Bioleum will also license its advanced feedstock and refining solutions to third parties for additional production in global markets.

Bioleum does not currently generate revenue.

Bioleum operates two complementary and interdependent pilot facilities, including the Wausau Facility, and the Madison Facility.

Bioleum continues innovating its existing commercial process for the purpose of advancing its technological readiness, stabilizing and increasing its market-leading yields, further decreasing carbon intensities, and driving costs down in the longer-term pursuit of fossil parity.

In addition to Hexas, Bioleum has also acquired substantially all of the patents and other intellectual property assets of RenFuel IP through a wholly-owned subsidiary of Bioleum, including RenFuel IP’s patented catalytic esterification process to refine Bioleum’s proprietary biointermediates.

Bioleum’s innovations group has further partnered with other industry leading technologists, including the National Renewable Energy Laboratory ("NREL"), the Massachusetts Institute of Technology ("MIT"), Emerging Fuels Technologies Inc.

("EFT"), and others with sponsored research, licensing, and other agreements.

On February 28, 2025, the Company entered into a series of definitive agreements, later assigned to Bioleum, with subsidiaries of Marathon, involving the purchase of $14,000,000 in Bioleum equity as part of the Series A Financing, subject to the Investment.

The purchase price includes $1,000,000 in cash and $13,000,000 in Payment-In-Kind Assets.

In May 2025, Bioleum also completed the initial $20 million closing of its Series A Financing.

Bioleum also plans to complete its Series A Financing during the first half of 2026 and commence project equity and debt financing activities that includes an allocation of up to $160 million from the State of Oklahoma in project activity bonds for the construction of its planned first 400,000 barrel per year facility in Oklahoma.

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 complementing or enhancing our mission of accelerating the commercialization of hard technologies for the energy transition 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 and equity-linked investments in Green Li-ion Pte Limited (lithium-ion battery component recycler and remanufacturing), RenFuel (advanced biofuel development and production), Hexas (propagation and production of purpose grown energy crops), and Sierra Springs Opportunity Fund (northern Nevada real estate) and other equity investments.

In November 2024, we completed a transaction for the disposition of our minority equity 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.

Investment in Green Li-ion – Our wholly owned LINICO subsidiary has owned 37,162 preferred shares of Green Li-ion since 2021.

On September 12, 2023, LINICO received gross proceeds of $795,510 from the sale of 1,500 Green Li-ion preferred shares (representing approximately 4% of the 37,162 of the shares then owned by LINICO).

In 2023, the Company adjusted our investment's carrying value to fair value by increasing that value by $14,577,627 for the remaining 35,662 Green Li-ion preferred shares representing 13.34% of Green Li-ion.

The Company intends to sell its remaining shares in 2026.

For the year ended December 31, 2024, the Company recognized an unrealized loss of $711,920 in our Strategic Investments Segment 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.

Investment in SSOF – During 2019, the Company invested $335,000 for 6,700,000 shares.

From 2020 through November of 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 the full amount of the outstanding advances for an additional 3,880,556 common shares of SSOF stock (at a dollar value of $1.80 per share) that also resulted in an unrealized gain recognized of $11,725,000 on the original 6,700,000 shares.

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%.

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

SSE and its subsidiaries own or controls 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 high tech companies like Tesla, Switch, Google, Microsoft, Tract and Redwood Materials, and over one hundred other companies are currently located, expanding or locating in this industrializing region.

Other Investment – 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 recorded 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.

The purchase price payable by the Company pursuant to the Developer Securities Purchase Agreement is scheduled to 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 of the Notes to Consolidated Financial Statements).

For the year ended December 31, 2024, the Company recognized $180,681 in equity loss from affiliates for our investment in the Developer.

For 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.

We own and manage several investments and projects that are strategic to our plans and ability to produce and maximize throughput in our Metals and Mining Segments, that are held for the purpose of complementing or enhancing our mission of accelerating the commercialization of hard technologies for the energy transition and creating value but that are not a component of such other segments or otherwise have distinct operating activities.

In November 2024, we completed a transaction for the disposition of our minority equity investment in GenMat while retaining the rights for using the technologies.

Investment in Green Li-ion – Our wholly owned LINICO subsidiary owns 35,662 Green Li-ion preferred shares representing 13.34% of Green Li-ion.

The Company intends to sell its remaining shares in conjunction with a liquidity event at Green Li-ion.

Investment in SSOF – In 2025, the Company invested an additional $650,000 in SSOF for 361,111 additional common shares at $1.80 per share.

As of December 31, 2025 and 2024, the Company owned 11,236,111 and 10,875,000, respectively, of SSOF shares and our ownership was at 16.99% and 17.27%, respectively.

As of December 31, 2025 and 2024, no adjustments were made to our investments carrying value as a result of the SSOF equity issuances since the price per share sold was consistent with the Company’s carrying value for this investment.

As of December 31, 2025, the Company’s maximum exposure to loss as a result of its involvement with SSOF is limited to its investment of $20,225,000 and advances of $9,400,000 (see Note 5 of the Notes to the Consolidated Financial Statements).

SSOF is a qualified opportunity zone fund, which owns 100% of Sierra Springs Enterprises Inc.

(“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 439, the Northern Nevada Industrial Center and the Tahoe Reno Industrial Center where high-tech companies like Tesla, Switch, Google, Microsoft, and Tract, and over one hundred other companies are currently located, expanding or locating in this industrializing region.

Investment in Hexas – On January 14, 2025, the Company executed an agreement with 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 Bioleum's site development and innovation activities.

In 2025, the Company invested $1,135,000 in Hexas in the form of simple agreements for future equity (“Hexas SAFE Investment”).

In December 2025, Bioleum completed the full acquisition of Hexas, which is now a fully owned subsidiary of Bioleum Corporation (see Note 3 of the Notes to Consolidated Financial Statements).

Other Investment – On March 1, 2024, the Company entered into a Securities Purchase Agreement (the “Developer Securities Purchase Agreement”) with an unaffiliated research and development company (“Developer”) and recognized an initial investment of $1,290,614.

Concurrently and in connection with the entry 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.

At December 31, 2025, the future remaining payments, net implied interest, totaled $1,254,170.

For the years ended December 31, 2025 and 2024, the Company paid $0 and $260,000, respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement.

Investments in Properties – The Company directly owns three types of properties in Silver Springs, NV, including 98 acres of industrial land, 160 acres of commercial land, both centrally located in Silver Springs, just south of the Silver Springs Regional Airport and a portfolio of water rights.

The Company has begun marketing these assets for sale as both industrial and commercial development as interest in Silver Springs, NV continuously increased during 2024, and accordingly classified these assets as held for sale in the consolidated balance sheet.

The Company continues to market these assets for sale as both industrial and commercial development as interest in Silver Springs, NV continues to increase.

RECENT DEVELOPMENTS

Comstock had historically focused on natural resource exploration, development, and production, with an emphasis on mining gold and silver resources from its extensive contiguous property holdings in the historic Comstock and Silver City mining districts in Nevada (collectively, the “Comstock Mineral Estate”).

The Company, following a series of strategic acquisitions, now primarily innovates and commercializes technologies that enable systemic decarbonization, by enabling the extraction and conversion of under-utilized natural resources into renewable energy products and other decarbonizing solutions.

These acquisitions were designed to build on our competencies and reposition us to capitalize on the global transition to clean energy and added the management, employees, facilities, intellectual properties, and other assets needed to transform our company and business into an emerging leader in the innovation and sustainable production of renewable energy.

The Company is currently commercializing all three of its lines of business, renewable fuels, renewable metals and sustainable mining and making strategic investments in other decarbonizing technologies that either complement or enhance the Company's financial, natural and social impact.

In 2025, the Company entered into agreements with Hexas (integrated feedstock solutions), Oklahoma (incentive grants and public activity bond allocations), SACL and Gresham’s Eastern (commercial licenses covering Australia, New Zealand, Vietnam, Malaysia and Pakistan) and MPC (investment of cash and payment in kind assets of the Madison Facility into Comstock Fuels).

On January 9, 2026, the Company and Mackay entered into a Royalty Purchase and Sale Agreement pursuant to the NSR Royalty Agreement (see Note 6 of the Notes to the Consolidated Financial Statements), wherein the Company sold to Mackay 100% of the Company’s right, title, and interest in and to a 1.5% net smelter returns royalty covering certain patented and unpatented mining claims and leased properties located in Storey County, Nevada, for an aggregate purchase price of $1,100,000 cash, all of which was all received before January 20, 2026.

SUMMARY RESULTS OF OPERATIONS

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Impairment of properties, plant and equipment

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

Gain on sale of mineral rights (Note 6)

Total operating expenses

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Other Income (Expense):

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Interest expense

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Other income (expense)

Total other income (expense), net

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Net income (loss) attributable to noncontrolling interest

Net income (loss) attributable to Comstock Inc.

Net loss attributable to noncontrolling interest

Net loss attributable to Comstock Inc.

For the years ended December 31, 2025 and 2024, we had the following (loss) from operations by segment, as set forth in the summary table below.

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Strategic Investments

(Loss) income from operations

Loss from operations

For the years ended December 31, 2025 and 2024, we had total assets set forth in the summary table below.

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COMPONENTS OF REVENUES AND EXPENSES

Our revenues are primarily derived from the sale of engineering and related services, revenue generated from our mining lease, revenue generated from our Metals operations, and revenues generated from our real estate.

Our revenues are primarily derived from revenue generated from our Metals operations, and revenues generated from our real estate.

Our future costs of goods sold will primarily include allocable labor, materials and incidental expenses incurred in connection with revenue from anticipated services and solutions.

Selling, general and administrative expenses consist of payroll, insurance and professional fees for marketing, selling, legal, consulting, accounting, governance and investor relations activities.

Payroll, including benefits and incentive compensation, are the largest single category of expenditures in selling, general and administrative expenses and research and development.

Payroll, including benefits, are the largest single category of expenditures in selling, general and administrative expenses and research and development.

RESULTS OF OPERATIONS

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Revenues for the year ended December 31, 2024 increased by $1,741,714 to $3,016,163 from $1,274,449 for the comparable 2023 period, primarily attributed to the following.

Higher revenues from our Mining Segment of $1,580,949 with $2,595,725 in 2024 as compared to $1,014,776 in 2023 attributed to the recognition of deferred revenue associated with the 2023 Mackay Mining Lease of $1,562,499 upon the sale of the related mineral interest to Mackay in 2024.

In 2024, an additional $1,166,666 was recognized on this mineral lease prior to the sale compared to $31,250 in 2023.

Higher revenues from our Metals Segment of $401,238 attributed to the startup of our first commercial demonstration facility in Silver Springs, NV for our Comstock Metals operations earned in 2024.

No revenues were earned in 2023.

Lower revenues from our Strategic Investment Segment of $237,473 attributed to lease revenue associated with the ABTC lease of $237,473 recognized in 2023.

No revenues were earned in 2024.

Cost of goods sold for the year ended December 31, 2024 increased $451,938 primarily due to the commencement of our first commercial demonstration facility for metal recycling operations in 2024.

Revenue and costs of sales in future periods will vary significantly depending on a number of factors, including the amount of solar panels that we recycle and the amount of renewable energy technology solutions that we license and sell, lease revenues on our real properties, the market prices for those services, the extent to which we secure and collect reasonable royalties, the degree to which we can provide event-driven engineering services, and the costs associated with each component of the aforementioned revenues.

Selling, general and administrative expense for the year ended December 31, 2024 increased $114,430 to $12,703,056 from $12,588,626 for the comparable 2023 period, primarily as a result of higher consulting fees of $470,306, higher employee related costs of $413,476 and higher share-based compensation of $393,735;

partially offset by lower insurance of $393,552, lower marketing expense of $246,595, lower bad debt expense of $229,442 and lower director fees of $217,600.

Research and development expenses for the year ended December 31, 2024 increased $12,980,878 to $19,098,183 from $6,117,305 for the comparable 2023 period, primarily as a result of $12,244,538 in research and development costs incurred for the GenMat transaction (see Note 2 of the Notes to the Consolidated Financial Statements ), higher research and development rent expense of $1,555,673 attributed to the AST rent of $1,208,180 paid in April 2024 (see Note 8 of the Notes to Consolidated Financial Statements) and higher development stage costs for piloting the start up of processing, crushing and separating electrification products of $1,389,118;

offset partially by lower employee costs of $1,643,491, primarily due to lower incentive compensation and lower consulting fees of $503,460.

Depreciation and amortization expense for the year ended December 31, 2024 decreased $234,971 to $2,242,554 from $2,477,525 for the comparable 2023 period, primarily from lower amortization for intangible assets in 2024.

Impairment of intangible assets and properties, plant and equipment assets for the year ended December 31, 2024 increased $8,667,869 and $324,047, respectively, attributed to the impairment of intangible assets associated with battery recycling and battery recycling equipment in 2024, as compared to no impairments recognized for the comparable 2023 period.

Revenues for the year ended December 31, 2025 decreased by $1,462,367 to $1,553,796 from $3,016,163 for the comparable 2024 period, primarily attributed to the following.

Lower revenues from our Mining Segment of $2,459,725 with $136,000 in 2025 as compared to $2,595,725 in 2024 attributed to the termination of the Mackay Mining Lease in December 2024, which resulted due to the sale of those mining claims and properties.

Higher revenues from our Metals Segment of $999,458 with $1,400,696 in 2025 as compared to $401,238 in 2024 attributed to the startup of our first commercial demonstration facility in Silver Springs, NV for our Comstock Metals operations.

Revenue and costs of sales in future periods will vary significantly depending on a number of factors, including the amount of solar panels that we recycle, the amount of lease revenues generated on our real properties, the amount of renewable energy technology solutions, including the sales or licensing of biomass feedstock solutions, the market prices for those services, the extent to which we secure and collect reasonable royalties, and the costs associated with each component of the aforementioned revenues.

Cost of goods sold for the year ended December 31, 2025 increased $2,175,024 primarily due to the commencement and ramp up of our first commercial demonstration facility operating for all of our metal recycling operations.

Selling, general and administrative expense for the year ended December 31, 2025 increased $7,967,960 to $20,671,016 from $12,703,056 for the comparable 2024 period, primarily as a result of higher employee related costs of $1,967,077, primarily related to higher head count in 2025 compared to 2024 as we ramp our metals recycling and biofuels businesses, higher rent expense of $1,762,205 due to metal recycling and Madison facility, higher consulting fees of $973,975, higher legal expense of $884,547, higher marketing expense of $573,471, higher property related acquisition costs in mining totaling $461,870 resulting from the accelerated payment for the Northern Comstock joint venture obligation, higher travel expense of $419,978, higher utilities expense of $196,756, higher repairs and maintenance expense of $156,027 and higher insurance expense of $133,954.

Research and development expenses for the year ended December 31, 2025 decreased $6,778,279 to $12,319,904 from $19,098,183 for the comparable 2024 period, primarily as a result of $12,244,538 in research and development costs incurred for the GenMat transaction in 2024 (see Note 4 of the Notes to the Consolidated Financial Statements).

Variance partially offset due to $3,672,593 in research and development costs incurred for the RenFuel IP asset purchase in 2025 (see Note 5 of the Notes to the Consolidated Financial Statements), higher employee-related costs of $1,185,868 due to increased headcount in 2025 and higher research and development costs for renewable fuel associated projects, substantially all with external laboratories of $499,174 primarily for NREL.

Depreciation and amortization expense for the year ended December 31, 2025 increased $1,599,672 to $3,842,226 from $2,242,554 for the comparable 2024 period, primarily from higher amortization for intangible asset additions and higher depreciation for property, plant and equipment additions in 2025 including the Bioleum Madison facility.

Impairment of intangible assets for the year ended December 31, 2025 decreased $8,658,536 attributed to the impairment of intangible assets associated with battery recycling in 2024 of $8,667,869 compared to $9,333 impairments recognized in 2025.

Impairment of properties, plant and equipment assets for the year ended December 31, 2025 increased $109,364 attributed to the impairment of obsolete battery recycling and mining equipment in 2025 of $433,411 compared to $324,047 impairments of obsolete battery recycling equipment recognized in 2024.

In 2025, we recognized a gain on the sale of mineral rights of $200,000.

In 2023, we recognized a gain on the sale of the Facility of $7,304,570.

Gain on investments for the year ended December 31, 2024 decreased by $25,746,795 to a loss on investment of $711,920 in 2024 from a gain on investments of $25,034,875 for the comparable 2023 period.

The 2023 gain resulted from a $14,577,627 unrealized gain associated with our Green Li-ion preferred share investment in 2023, a $11,725,000 unrealized gain associated with our SSOF common share investment in 2023, and a realized gain of $597,248 on the sale of 1,500 Green Li-ion preferred shares in 2023, partially offset by a realized loss of $1,865,000 on the sale of ABTC stock in 2023.

In 2024, we recognized a $711,920 unrealized loss associated with our Green Li-ion preferred share investment.

Interest expense for the year ended December 31, 2024 increased by $1,324,627 to $2,971,351 from $1,646,724 for the comparable 2023 period, primarily due to increased borrowings in 2024 and higher interest rates associated with amended note agreements.

In addition, interest expense includes $281,578 of interest expense associated with the AST lease that began in May 2024.

Interest income for the year ended December 31, 2024 increased by $50,122 to $302,091 in 2024, from $251,969 for the comparable 2023 period, primarily due to higher interest rates and income related to our daily, interest earning cash sweep account.

Change in fair value of our derivative instruments for the year ended December 31, 2024 increased by $323,529 to a gain of $1,284,614 in 2024 from a gain of $961,085 for the comparable 2023 period, resulting from an increase in the Company's share price in connection with potential make whole obligations for minimum value commitments on the Company’s common stock and the change in fair value of conversion option derivatives.

Loss of $9,755,686 on conversion of debt for the year ended December 31, 2024 are attributed to the Kips Bay Notes and the Leviston Notes debt conversions associated the Company's common stock used for the conversion for the year ended December 31, 2024.

A gain of $129,705 is attributed to the Ionic Note debt conversions associated the Company's common stock used for conversion for the year ended December 31, 2023.

Loss on debt extinguishment of $817,498 attributed to the debt modifications for the Amended GHF 2021 Note and Amended Alvin Fund 2023 Note and from the Company using cash to redeem principal on the 2023 Kips Bay Note.

In 2024, we recognized a gain on the sale of mineral rights of $804,489 (see Note 6 of the Notes to the Consolidated Financial Statements).

Loss on investments for the year ended December 31, 2025 decreased by $711,920 due to a loss on investments of $711,920 for the comparable 2024 period attributed to a $711,920 unrealized loss associated with our Green Li-ion preferred share investment in 2024.

No loss on investments was recognized in 2025.

Interest expense for the year ended December 31, 2025 decreased by $1,043,551 to $1,927,800 from $2,971,351 for the comparable 2024 period.

The decrease was primarily attributable to lower outstanding debt balances and reduced interest costs in 2025 following debt conversions, extinguishments, and amended terms.

Interest income for the year ended December 31, 2025 increased by $529,284 to $831,375 in 2025, from $302,091 for the comparable 2024 period, primarily due to higher accrued interest income related to the RenFuel IP note receivable (see Note 5 of the Notes to the Consolidated Financial Statements).

Change in fair value of our derivative instruments for the year ended December 31, 2025 increased by $159,353 to a gain of $1,443,967 in 2025 from a gain of $1,284,614 for the comparable 2024 period, resulting from a change in the Company's share price in connection with potential make whole obligations for minimum value commitments on the Company’s common stock and the change in fair value of conversion option derivatives.

Loss of $3,088,167 on conversion of debt for the year ended December 31, 2025 was attributed to the 2025 Kips Bay Note debt conversions associated with the Company's common stock used for the conversion for the year ended December 31, 2025.

A loss of $9,755,686 is attributed to the Kips Bay Notes and the Leviston Notes debt conversions associated with the Company's common stock used for conversion for the year ended December 31, 2024.

Loss on debt extinguishment of $2,767,887 for the year ended December 31, 2025 was attributed to the 2025 Kips Bay Note payoff and note and warrant amendments for GHF and Alvin Fund of $1,795,883 and $972,004, respectively.

Loss on debt extinguishment of $817,498 for the year ended December 31, 2024 are attributed to the debt modifications for the Amended GHF 2021 Note and Amended Alvin Fund 2023 Note and from the Company using cash to redeem principal on the 2023 Kips Bay Note.

Gain on extinguishment of liability of $845,000 was attributed to the restructuring of the LINICO acquisition-related payable (see Notes 9 and 15 to the Consolidated Financial Statements).

Other income (expenses), net, for the year ended December 31, 2025 were $354,318 of net expenses, primarily consisting of a loss recognized for the expiration of LINICO deposits of $375,000.

Other income (expenses), net, for the year ended December 31, 2024 were $1,066,153 of net expenses, primarily consisting of income recognized on forfeiture of deposits of $400,000 on the sale of real estate and unrealized gain on fair value change of GenMat advances of $256,181, partially offset by losses from our equity method investments of $1,764,643 substantially all of which were from GenMat.

Other income (expenses), net, for the year ended December 31, 2023 were $1,600,221 of net expenses, primarily consisting of losses from our equity method investments of $1,715,689, substantially all of which was associated with GenMat.

No current or deferred income tax benefit was recognized for the years ended December 31, 2024 and 2023.

No current or deferred income tax benefit or expense was recognized for the years ended December 31, 2025 and 2024.

SUMMARY RESULTS OF CASH FLOWS

Net cash used in operating activities for the year ended December 31, 2024 increased $317,453 to $13,942,674 in 2024 from $13,625,221 in 2023 primarily due to a net loss in 2024 of $53.4 million compared to net income in 2023 of $10.5 million offset by an increase in noncash adjustments to net income (loss) of $64.7 million and a decrease of $1.0 million in sources of cash from working capital items, primarily increases in accounts payable, discussed in Financial Condition and Results of Operating Information.

Net cash used in investing activities for the year ended December 31, 2024 was $6,478,721 compared to net cash provided by investing activities of $3,630,541 in 2023, resulting in a $10,109,262 change, primarily due to proceeds received in 2023 from sale of AQMS lease and related assets of $21.0 million offset by purchase of the facility of $12.0 million.

The decrease is also attributed to proceeds received in 2023 for the sale of ABTC shares of $6,000,000 with no comparable proceeds in 2024, funding of RenFuel note of $1,450,000, advances to GenMat of $1,285,637 in 2024, proceeds from sale of Green Li-ion shares in 2023 of $779,600 with no comparable proceeds in 2024 and investments in SSOF of $530,000 in 2024;

partially offset by lower make-whole payments for our contractual commitments of $5,440,636, lower advances to SSOF of $1,995,000, proceeds from sale of mineral rights of $1,000,000 and lower purchase of mineral rights and property, plant and equipment of $884,341.

Net cash provided by financing activities for the year ended December 31, 2024, increased by $6,331,604 to $17,590,089 in 2024 from $11,258,485 in 2023, primarily attributed to additional funding from debt of $12,000,000;

offset by payment of principal debt of $1,363,241.

Net cash used in operating activities for the year ended December 31, 2025 increased $10,444,359 to $24,387,033 in 2025 from $13,942,674 in 2024 primarily due to an increase in operating expenses associated with our Metals and Fuels operations as discussed in Financial Condition and Results of Operating Information.

Net cash used in investing activities for the year ended December 31, 2025 was $21,975,824 compared to net cash used in investing activities of $6,478,721 in 2024, resulting in a $15,497,103 change, primarily due to cash used for advances to SSOF of $9,400,000 and deposits paid on metals equipment of $7,571,679, partially offset by lower payments on contractual commitments of $2,139,364.

Net cash provided by financing activities for the year ended December 31, 2025, increased by $44,770,142 to $62,360,231 in 2025 from $17,590,089 in 2024, primarily attributed to higher proceeds from issuance of common stock of the Company of $31,007,804, and higher issuance of equity in Bioleum through Series A investments of $20,000,000, partially offset by higher stock issuance costs of $3,097,513, lower issuances of debt of $2,000,000 and increased debt reductions of $1,236,759.

LIQUIDITY AND CAPITAL RESOURCES

Our financial position and liquidity are based on our net sources of capital from financing as generally compared to our net uses of capital investing activities and ultimately, our ability to provide or use cash flows from or in our operations.

Our cash balances at December 31, 2024 and 2023 were $954,271 and $3,785,577, respectively.

Our financial position and liquidity are based on our net sources of capital from financings as generally compared to our net uses of capital for investing activities and ultimately, our ability to provide or use cash flows from or in our operations.

Our cash balances at December 31, 2025 and 2024 were $17.0 million and $1.0 million, respectively.

The Company had current assets of $20,657,979 and current liabilities of $10,024,965, representing a working capital excess of $10,633,014 at December 31, 2025.

The current liabilities include $4,518,497 of accrued expenses and other liabilities, including $1,018,853 for the LINICO acquisition-related payable, $1,031,250 for incentive compensation and $951,247 for accrued payroll and related expenses.

The current liabilities at December 31, 2025, include $4,848,299 of accrued expenses and other liabilities, including $1,501,110 for accrued payroll and related expenses, a payable to a research and development company of $1,146,845, a current payable to Flux Photon of $1,143,412, and $263,750 associated with 2024 incentive compensation that was accrued but not paid.

Our primary source of liquidity during 2025 was cash from financing activities.

During the year ended December 31, 2025, we generated $62,360,231 in cash from our financing activities, and we used $24,387,033 and $21,975,824, respectively, in cash in our operating and investing activities.

Our primary source of liquidity during 2023 was cash from financing and investing activities.

During the year ended December 31, 2023, we generated $11,258,485 and $3,630,541, respectively, in cash from our financing and investing activities and we used $13,625,221 in cash in our operating activities.

Our primary source of liquidity during 2024 was also cash from financing activities.

During the year ended December 31, 2024, we generated $17,590,089, respectively, in cash from our financing activities and we used $13,942,674 and $6,478,721, respectively, in cash in our operating and investing activities.

During 2025, we issued 16,547,577 shares of common stock through equity issuance and private placement agreements, at an average price per share of $2.11 corresponding to proceeds of $34,983,881, which is net of cash issuance fees of $3,237,633.

During 2024, we also used $934,724 for the purchase of property, plant and equipment, primarily associated with our new solar panel recycling facility.

During 2025, we also used $2,337,552 for the purchase of property, plant and equipment, primarily associated with solar panel recycling facility and Bioleum Madison facility.

During 2024, we issued 3,135,579 shares of common stock through equity issuance and private placement agreements, at an average price per share of $2.26 corresponding to proceeds of $7,073,590, which is net of cash issuance fees of $140,120.

During 2023, we also provided a net sources of cash of $15,000,000 from the sale of the battery recycling facility (proceeds of $27,000,000 from the sale of the Facility and used $12,000,000 for the purchase of the Facility), used $1,995,000 for advances to SSOF, used $8,025,000 for payments on commitments for investments associated with derivative instruments (primarily for GenMat, LINICO and the Haywood Property), and $1,819,065 for the purchase of property, plant and equipment, primarily associated with the our new solar panel recycling facility.

The Company plans on advancing its technologies, in both the Fuels and Metals lines of business, leveraging its existing innovation capacity and innovation partners including NREL, MIT, RenFuel, EFT and other laboratories and universities, over the next three years.

These investments are considered discretionary and would be funded by direct investments in either or both Fuels and Metals subsidiaries.

Comstock Fuels is currently raising direct subsidiary financing for funding all innovation, business development, and operating activities up to an until its first biorefinery is operating in the United States.

Comstock Fuels is also planning to design, finance, build, and commission its first owned 75,000 ton per year integrated commercial demonstration biorefinery for approximately $250 million in project costs.

This will be funded by additional equity and debt, including up to $152 million in industrial project activity bonds allocated by the State of Oklahoma, and project level equity raised specifically for commissioning the commercial demonstration facility.

Comstock Metals has filed permits and expects to build its first industry scale facility during 2025, with capacity up to 100,000 tons of processed material per year, for up to $12 million.

The industry scale facility will also be funded by additional equity and debt, including up to $10 million in industrial project activity bonds and other alternative qualified loan financings.

In addition to these subsidiary-level funded initiatives, the Company plans on investing approximately $5.0 million in research and development (excluding payroll) and $10 million in payroll (including research and development) during 2025.

When combined with other corporate operating expenses, this represents approximately $20 million in 2025 spending.

The Company has increasing access to a number of alternative capital resources, including an additional $4 million from currently unutilized shelf registration statement (with a new $50 million shelf registration statement expected to be filed in early March 2025), project activity bonds, various asset and investment sales, and grants, including a recent $3 million grant from the State of Oklahoma, in 2025.

The Company is also planning a “Series A” direct equity investment from known strategic, including MPC, and financial investors into Comstock Fuels Corporation.

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.

(See Note 21 of the Notes to Consolidated Financial Statements).

We intend 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.

During 2024, we also used $934,724 for the purchase of property, plant and equipment, primarily associated with our new solar panel recycling facility.

On August 14, 2025, the Company issued 13,333,334 registered shares of its common stock at a price of $2.25 per share for $30,000,002 and received net proceeds of $27,640,001 pursuant to this equity offering.

These proceeds were used to extinguish most of the Company’s liabilities, fund the first industry-scale facility for our solar panel recycling business, fund working capital and other general corporate purposes.

The balance sheet enhancements associated with these activities are summarized below:

Extinguishment of Northern Comstock obligations

Extinguishment of AST obligations

Extinguishment of LINICO obligations

Extinguishment of AQMS obligations

Extinguishment of Haywood obligations

Extinguishment of Kips Bay Convertible Debt obligations

Repayment of Promissory Notes

On September 11, 2025, Titan Partners exercised their over-allotment option and on September 15, 2025, the Company issued an additional 2,000,000 registered shares of its common stock at a price of $2.25 per share for $4,500,000 and received net proceeds of $4,170,000.

On November 21, 2025, the Company entered into an At the Market Offering Agreement (“2025 Titan ATM Agreement”) with Titan Partners to offer and sell registered shares of common stock of the Company at an aggregate offering price of up to $100 million from time to time, at our option.

Sales under the ATM Agreement, if any, are subject to market conditions and the Company’s discretion.

On January 28, 2026, the Company announced a CMPO with Titan Partners.

The Company raised $50 million in gross proceeds before underwriting discounts and commissions and other offering expenses.

On January 30, 2026, the Company issued 18,181,819 registered shares of its common stock at a price of $2.75 per share for $50,000,002 and received net proceeds of $46,140,002 pursuant to the equity offering on January 28, 2026.

On March 3, 2026, Titan Partners exercised their over-allotment option and placed an additional 2,727,272 registered shares of our common stock at a price of $2.75 per share for additional gross proceeds of $7,500,000 (net proceeds of approximately $6,900,000).

The Company intends to fund our operations over the next twelve months from existing cash and cash equivalents, primarily from the Company’s prior and recent equity issuances, additional “Series A” Bioleum subsidiary-level equity issuances, revenues and billings from our solar panel recycling business, and the sale of non-strategic assets and other investments.

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.

Risks to our liquidity could result from future operating expenditures above management’s expectations, including but not limited to pre-development, research and development, exploration, selling, general and administrative, and investment related expenditures in excess of sale proceeds from our non-strategic assets and other investments, amounts to be raised from direct equity from our subsidiaries or the issuance of equity under our existing shelf registration statement or amounts to be raised directly from the non-registered equity of our subsidiaries, declines in the market value of properties planned for sale, or declines in the share price of our common stock that would adversely affect our results of operations, financial condition and cash flows.

While we have been successful in the past in obtaining the necessary capital to support our operations, there is no assurance we will be able to obtain additional equity capital or other financing, if needed.

The Company is also planning additional “Series A” direct equity investment into Bioleum during 2026, from various known strategic and other investors directly into Bioleum.

There is no assurance that such investments will be completed.

The Company continues commercializing its metals recycling lines of business.

Comstock Metals has filed permits and expects to build and commission its first industry scale facility during early 2026, with a capacity up to 100,000 tons of processed material per year, for up to $12 million, including expanding its existing storage capacity.

The first industry scale facility will also be funded by additional equity and debt, including direct term loans or industrial bonds and/or other alternative qualified loan financings.

Comstock Metals expects to have at least three industry scale facilities operating with up to 100,000 tons of annual capacity coming online over the next three years (2026 through 2028), with up to four additional industry-scale facilities and expansions and strategically located storage areas also being planned across the U.S.

The Company has increasing access to a number of alternative capital resources, including various grant sources, including a recent $3.0 million grant from the State of Oklahoma, the allocation of up to $160 million in municipal industrial bonds, also from the State of Oklahoma, a nearly $1 million tax abatement from the State of Nevada, other State-level incentives and various planned asset and investment sales in 2026 and 2027.

Risks to our liquidity could result from future operating expenditures above management’s expectations, including but not limited to variable and fixed costs associated with solar recycling, research and development, capital expenditures and expansions, selling, general and administrative, and investment related expenditures in excess of sale proceeds from our non-strategic assets and other investments, declines in the market value of properties planned for sale, or declines in the share price of our common stock that would adversely affect our results of operations, financial condition and cash flows.

If we were 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.

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

Our goal is to Accelerate the Commercialization of Hard Technologies for Energy Markets.

We are pushing the boundaries of what is possible in technology and sustainability by leveraging our teams’ unique skills, our diverse technology portfolio and our frontier research and development networks toward achieving breakthrough innovations that deliver meaningful positive impact across industries, economies, and communities.

The primary focus for 2025 is the capitalization and commercialization of our renewable fuels and metals businesses and the corporate monetization of our legacy assets and investments.

The growth opportunities for both Comstock Fuels and Comstock Metals have developed well beyond our original expectations, and we have attracted some of the most sophisticated partners for feedstocks, technologies, operations, governments, refining and offtake, with many now evaluating direct investments, and in multiple cases exploring deeper integrations with us, enabling us to extend the breadth of the system under our control.

Our capital structure, balance sheet and public valuations have introduced complexities in these discussions but also fostered more collaborative relationships leading to additional opportunities across the country and world.

To achieve these growth objectives, on February 24, 2025, the Company increased its authorized capital capacity by implementing a 1:10 reverse stock split, without a corresponding decrease in the existing 245,000,000 authorized shares, effectively increasing the Company's authorized capital resources with sufficient available authorized shares of common stock that positions the right capital sources, liquidity, and profile that we believe best attracts the right amounts and types of capital resources needed to grow and maximize the value of our Company for our shareholders.

Comstock Metals has established the goal of s etting the global standard for solar panel recycling .

Our process creates no waste, no landfilled materials, and results in clean recycled products safe for reuse.

Bioleum seeks to commercialize technologies, systems and supply chains that produce renewable fuels from waste, purpose grown energy crops and other forms of woody biomass, enabling and integrating agricultural and clean energy economics.

The growth opportunities for both Comstock Metals and Bioleum have and continue developing beyond our original plans, and we have now realigned both the organizations and their respective capital bases with some of the most sophisticated partners for investment, feedstocks, technologies, operations, and offtakes, including significant investments.

The Company’s Corporate objectives for 2026 include:

Increasing the authorized capital capacity of the Company to position the capital structure for high-value future growth;

Monetize our legacy real estate and non-strategic investments for over $50 million;

Ensure adequate liquidity and capital resources sufficient to support the next phases of growth;

Finalize, communicate and implement plans to unlock maximum value from a spin-off of Comstock Fuels.

This ultimately results in two high-growth public companies:

a renewable metals and mining company headquartered in Nevada, and a renewable fuels company headquartered in Oklahoma and with major operations already operating in Wisconsin.

Comstock Fuels

Comstock Fuel's biorefining technologies are commercially ready for deployment and offer growth-enabling performance for the Company and its prospective licensees and customers.

Comstock Fuels is actively engaged in the planning and deployment of our first commercial demonstration facility and pursuing joint development and licensing agreements representing future revenue sources from technical and engineering services, royalties, and equity participation.

The joint efforts include securing associated supply chain participants (including feedstock, site selection, and offtake), performing preliminary and final engineering, facilitating commissioning, construction, and operations with globally and locally recognized current and developing renewable fuel producers that, in certain cases, also represent a source of strategic capital for funding the projects.

Our commercialization plans also include multiple, global joint development projects, with each joint development project, like SACL and Gresham’s, with the potential for generating millions of dollars of technical services and engineering revenues and license agreements for additional production facilities that generate royalty revenues.

The plans also include integrating our high yield Bioleum refining platform with Hexas’ high yield energy crops, when appropriate, capable of growing enough feedstock to produce upwards of 100 barrels of fuel per acre per year, effectively transforming agricultural lands into perpetual “drop-in sedimentary oilfields” with the potential to dramatically boost domestic and global energy independence.

The Company's objectives for 2025 include:

Complete site selection for first commercial biorefinery project in Oklahoma, including feedstock and offtake;

Plan and integrate a local, Hexas-based, fuel farm based into our first commercial biorefinery;

Secure and close on sufficient subsidiary-level equity financing, that is, a Series A for Comstock Fuels Corp;

Secure sufficient project-level financing for our first Oklahoma-based commercial biorefinery project;

Execute additional revenue generating commercial agreements for industry-scale joint development;

Commence revenues from engineering services associated with our existing global development partners;

Expand our integrated bio-intermediate pilot production capabilities, up to two barrels per day of oils and fuels;

Advance our innovation and development efforts toward even higher yields, lower costs and lower capital.

Comstock Fuels initially plans to build and own its first four U.S.

based industrial scale facilities, each of which is designed to convert 1 million tons per year of woody biomass into 140 million GGE, 3.3 million barrels of advanced biofuels, including sustainable aviation fuels and renewable diesel and then increase its production facilities to 200 million barrels by 2035.

Monetize our legacy mineral and mining properties, plants and equipment;

Secure sufficient power source to enable hyper-scale data center developments in Silver Springs, NV;

Restructure, align, power, and expand the ownership in the Sierra Springs Opportunity Fund Inc.

and monetize;

Monetize all other legacy, non-core real estate in Silver Springs, NV;

Support the next phases of accelerating Metals growth, including refining;

Support the next phases of accelerating Fuels growth, including the commercialization of Hexas-based biomass solutions.

The Company’s progress to date has now resulted in two, fully dedicated, high-growth potential companies:

our Nevada-based renewable metals operation with expanding, multiple, industry-scale production sites and our Oklahoma-headquartered Bioleum Corporation, with major research, development and pilot production operations based in Wausau and Madison, Wisconsin and Hexas Biomass farming and purpose grown energy crop solutions in Olympia, Washington.

Comstock Metals

Comstock Metals has now been operating its first commercial demonstration facility for nearly a full year.

In 2024, the facility most recently operated on two shifts and is currently operating on three shifts.

Site selection for the first “Industry Scale” photovoltaic recycling facility and related storage capacity is complete, with leases and initial storage permits secured and final engineering designs and remaining permitting processes well underway.

Industry Scale facilities are anticipated to operate at 100,000 tons of annual capacity.

Site selection activities are ongoing for the next two Industry Scale facilities and storage sites.

The Company's objectives for 2025 include:

Maximize three-shift production and revenue from the demonstration scale production facility;

Secure sufficient project-level funding for scale-up of the first Nevada site to industry-scale;

Complete permitting for our first “industry-scale” facility in Silver Springs, NV;

Procure, deploy, and assemble plant and equipment for our first “industry-scale” facility in Silver Springs, NV;

Complete site selection and preliminary development for two additional solar panel recycling locations;

Expand the system globally with international strategic and capital partners;

Advance and expand R&D efforts to recover more and higher-purity materials from recycled streams for offtake.

Closing on direct equity and/or debt financing that accelerates the deployment of the first two industry facilities.

Comstock Metals has also expanded its business into decommissioning services both as a revenue generator and a feeder for our recycling business and established preliminary markets for the sale of residual materials including aluminum, glass and silver-rich tailings.

The capital expenditures for the first facility are expected to be $6 million in 2025 with commissioning in 2026.

Billable revenues are expected to be five or six times greater in 2025, as compared to 2024, or approximately $2.5 million.

Comstock Metals has now been operating its first commercial demonstration facility for nearly two years and in November of 2024, submitted permits for the first industry-scale photovoltaic recycling facility in northern Nevada.

The permits were received in early January of 2026.

Comstock Metals has also selected its second site in the southern part of the State of Nevada.

These industry-scale facilities are designed for recycling up to 3.3 million panels (or approximately 100,000 tons) of annual capacity, with operations for the first facility commencing post commissioning activities during the first quarter of 2026 for operations in the second quarter 2026.

Additional site selection activities are ongoing for the next five industry-scale facilities (that is, industry-scale recycling facilities #3-#7) and multiple associated storage sites and at least one centralized, industrial scale refining facility capable of handling the metals-rich tailings produced by its recycling facilities.

The Company's Metals objectives for 2026 include:

Receive, deploy, assemble and commission our first industry-scale facility in Silver Springs, NV;

Operate our first industry-scale facility in Silver Springs profitably;

Secure additional Master Service Agreements (MSA) with national and regional customers;

Select and secure additional sites, expand storage capabilities and secure permits for these additional sites;

Submit permits for our second industry-scale facility in southern NV;

Procure the equipment for our second industry-scale recycling and processing facility and commence commissioning;

Complete site selection for at least three additional solar panel recycling locations and commence permitting;

Evaluate international expansion opportunities with international strategic and capital partners;

Advance development efforts, with strategic partners, to recover more and higher-purity materials from recycled streams.

The capital expenditures for each of the first and second facilities with 100,000 tons of annual capacity are expected to be approximately $14 million each, which includes expanded storage.

The Company estimates total capital spending of approximately $13 million to be fully paid by the end of the first quarter of 2026.

Revenues were three times greater in 2025 of $1.4 million, as compared to 2024 of $0.4 million.

Total billings in 2025 were over $3.5 million.

Master Service Agreements are being signed with major utility and electronic recycling aggregators across the U.S.

and particularly in the southwest regions including California, Arizona and Nevada.

Future revenue growth will depend on the rate of customer replacements, pricing, and operating performance as the Company scales production.

Comstock Mining

Comstock Mining has amassed the single largest known repository of historical and current geological data within the Comstock mineral district, including extensive geophysical surveys, geological mapping, and drilling data, including the Dayton resource.

The Company's objectives for 2025 include:

Receive cash proceeds of approximately $1.75 million from mineral leases and asset sales from the northern claims;

Commercialize additional mineral development agreements that both monetize and enable resource expansion of the central district claims;

Complete the preliminary mine plans that enable the economic development of the southern district claims;

Commence work for expanding and upgrading the Dayton resource into proven and probable reserves.

The Company’s 2025 efforts will apply economic analysis to Comstock’s existing gold and silver resources progressing toward preliminary economic feasibility for the southern part of the district and the ultimate development of full mine and reclamation plans and the development of post productive land and community development plans.

Comstock Mining has amassed the single largest known land position within the Comstock mineral district, including an extensive repository of drilling data, engineering, and gold and silver resources, including the Lucerne and Dayton resources.

The Company's Mining objectives for 2026 include:

Commercialize agreements that monetize our mining and related mining beneficiation assets;

Publish the Dayton Consolidated Project technical work with preliminary economics and sensitivities.

The Company’s 2026 efforts will be to monetize these assets completely or partially, with partners willing to acquire and deploy capital and capacity to develop, advance and ultimately further monetize these assets to the benefit our shareholders.

Bioleum is actively engaged in the expansion of its pilot production facilities and the planning for its first commercial demonstration facilities and the associated supply chain participants (including feedstock, site selection, engineering, construction and offtake).

Bioleum's objectives for 2026 include:

Complete the remaining “Series A” equity financing for Bioleum;

Deploy a Hexas-based, commercial demonstration fuel farm;

Expand integrated pilot production capabilities to up to five barrels per week of intermediates and fuels;

Commercialize at least one major new project for purpose grown feedstock applications;

Commercialize at least one major new project for renewable fuel applications;

Commercialize at least one major project that integrates our technology solutions into existing production platforms;

Advance our innovation and development efforts toward even higher yields, lower costs and lower capital.

Bioleum also offers integrations of its solutions into existing agriculture, forestry, pulp and paper, ethanol, and existing petroleum infrastructures to generate additional capacities, revenues, technical services, engineering and royalties.

The plans also include integrating Bioleum’s high yield Bioleum refining platform with Hexas’ high yield energy crops to provide enough feedstock to produce upwards of 100 barrels of fuel per acre per year, effectively transforming agricultural lands into perpetual “drop-in sedimentary oilfields” with the potential to dramatically boost domestic energy resources.

Strategic Investments

Investment in Green Li-ion

Green Li-ion continues making meaningful progress in the development and deployment of its system that remanufactures critical precursor cathode active materials (“PCAM”), having now deployed its first commercial battery remanufacturing facility from fully recycled battery materials deployed.

The Company intends to sell the remaining 35,662 Green Li-ion preferred shares in 2026.

Investments in others non-mining real estate, water rights and securities

The Company has announced plans for selling its non-mining real estate and water rights anticipated in the latter part of 2025.

Green Li-ion continues making meaningful progress in the development and deployment of its system that remanufactures critical PCAM, having now deployed its first commercial battery remanufacturing facility from fully recycled battery materials deployed.

The Company intends to sell the remaining 35,662 Green Li-ion preferred shares as soon as Green Li-ion experiences a liquidity event, subject to market conditions.

Investments in other non-mining real estate, water rights and securities

The Company has announced plans for monetizing its mining, non-mining real estate and water rights as soon as practical, also subject to market conditions.

IMPACT OF NEW ACCOUNTING STANDARDS

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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.

When appropriate, management develops discounted cash flow projections of our projected revenue and net income for intangible assessments for the Fuels, Metals and Mining Segments.

When appropriate, management develops discounted cash flow projections of our projected revenue and net income for intangible asset assessments for the Bioleum business segment.

These GAAP-based undiscounted cash flow analysis are prepared by a third-party consultant and reviewed by management for reasonableness.

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.

Estimates of future cash flows used to test the recoverability of our intangible assets are based on management’s best estimate of the revenues generated from planned projects and related costs expected to be incurred for our Fuels, Metals and Mining business segments.

Such cost estimates include, where applicable, recurring operating costs.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis