Comstock Inc

NOTE1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REFERENCES TO THE COMPANY

Unless otherwise indicated, the termswe,us,our,Comstock, or theCompany mean Comstock Inc., and its subsidiaries on a consolidated basis.

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Comstock Inc. and its wholly and majority owned subsidiaries. Intercompany transactions have been eliminated. The condensed consolidated financial statements donot include all disclosures required of annual consolidated financial statements and, accordingly, should be read in conjunction with our consolidated financial statements and notes thereto in our Annual Report on Form10-K for the fiscal year ended* December 31, 2023*. Operating results for thethree andsix-months ended* June 30, 2024* * may**not* be indicative of full year2024 results.

In management's opinion, the accompanying condensed consolidated financial statements contain all adjustments necessary for a fair statement of our financial position as of* June 30, 2024*, and our results of operations and changes in equity for thethree andsix-months ended* June 30, 2024and2023*, and our cash flows for thesix-months ended* June 30, 2024and2023*.

LIQUIDITY AND CAPITAL RESOURCES

The Condensed Consolidated Financial Statements are prepared on the going concern basis of accounting that assumes the realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has had recurring net losses from operations and had an accumulated deficit of $297,864,575 at* June 30, 2024*. For thesix-months ended* June 30, 2024*, the Company recognized a net loss of $15,570,592 and cash and cash equivalents decreased by $3,671,273 from $3,785,577 at* December 31, 2023* to $114,304 at* June 30, 2024*. The Company intends to fund its operations over the nexttwelve months from planned sales of non-strategic assets and other investments, issuance of equity under our existing shelf registration statement and private placements, planned licensing and related engineering services, sales and deferred revenue from our solar panel recycling business and existing cash and cash equivalents. Based on these expected funding sources, management believes the Company will have sufficient funds to sustain our operations and meet our contractual and investment commitments during the12 months following the date of issuance of the Condensed Consolidated Financial Statements included herein. While the Company has been successful in the past in obtaining the necessary capital to support our operations, including registered equity financings from our existing shelf registration statement, borrowings, asset sales and other means, there isno assurance the Company will be able to sell additional assets timely and/or obtain additional equity capital or other financing, if needed. Risks to our liquidity include future operating expenditures above management’s expectations, including butnot limited to exploration, pre-development, research and development, selling, general and administrative, investment related expenditures, the sale of the Silver Springs Properties, and amounts to be raised from the issuance of equity under our existing shelf registration statement. Declines in the share price of our common stock would also adversely affect our results of operations, financial condition and cash flows and available liquidity. If the Company is unable to obtain any necessary additional funds, this could have an immediate material adverse effect on liquidity and raise substantial doubt about our ability to continue as a going concern. In such case, the Company could be required to limit or discontinue certain business plans, activities or operations, reduce or delay certain capital expenditures or investments, or sell certain assets or businesses. There can beno assurance that the Company would be able to take any such actions on favorable terms, in a timely manner, or at all.

RECLASSIFICATIONS

Certain prior period amounts have been reclassified to conform to the2024 financial statement presentation. Reclassifications hadno effect on net income (loss) or cash flows as previously reported.

RECENTLY ISSUED ACCOUNTING STANDARDS

In* August 2023,the FASB issued ASU2023*-05 Business Combinations - Joint Venture Formations (Subtopic805*-60): Recognition and Initial Measurement*. The new guidance addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture's separate financial statements. The objectives of the amendments are to (1) provide decision useful information to investors and other allocators of capital in a joint venture's financial statements and (2) reduce diversity in practice. The guidance is applied prospectively and effective for all newly formed joint venture entities with a formation date on or after* January 1, 2025,*with early adoption permitted. The Company is currently evaluating the impact of this guidance on our consolidated financial statements.

In* November 2023,the FASB issued ASU2023*-07 (Topic280*) Improvements to Reportable Segment Disclosures*. The new guidance requires disclosure of significant segment expenses that are (1) regularly provided to or easily computed from information regularly provided to the chief operating decision maker and (2) included in the reported measure of segment profit or loss. The new standard also allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources. The guidance is effective for fiscal years beginning after* December 15, 2023and interim periods in fiscal years beginning after December 15, 2024.*Early adoption is permitted and retrospective adoption is required unless impracticable. The Company is currently evaluating the impact of this disclosure guidance on our consolidated financial statements.

In* December 2023,the FASB issued ASU2023*-09 (Topic740*) Improvements to Income Tax Disclosures*. The new guidance requires additional disclosures of disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The guidance is effective for annual periods beginning after* December 15, 2024.*The guidance should be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact of this disclosure guidance on our consolidated financial statements.

Management doesnot believe that any other recently issued, butnot yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

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NOTE2 INVESTMENTS

Summary of Investments

At* June 30, 2024* and* December 31, 2023* our investments include:

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

Upon acquisition, management determined that the excess of our investment values over the net assets of the individual equity method investees was comprised of goodwill and intellectual property. At* June 30, 2024* and* December 31, 2023*, non-current assets in the summarized financial information in the table above include the GenMat investment in, and derivative asset associated with, the Company's common stock of $0.7 million and $3.7 million, respectively.

Investment in Quantum Generative Materials LLC

On* June 24, 2021,the Company invested in the equity of Quantum Generative Materials LLC (“GenMat”), and we received 465,000 membership units and committed $5,000,000 in cash and $10,000,000 in guaranteed stock value for a total of $15,000,000 for the initial seed investment and committed an additional $35,000,000 based upon GenMat’s realization of key development milestones, for up to 50% ownership of GenMat. The Company paid $5.0 million in cash in2021* and2022 and, upon signing the agreement, issued 3,000,000 shares of its common stock to GenMat. The agreement stipulated that proceeds from the sale of the stock would offset the $10.0 million funding commitment.

Through* May 17, 2024,Comstock invested direct cash of $9,714,364 against the $10.0 million commitment. In addition, prior to2024,* GenMat sold a total of 486,549 shares of Comstock’s common stock it held for proceeds of $285,636. The direct cash funding plus the proceeds GenMat earned on the sale of Comstock common stock total $10.0 million thus fulfilling the commitment agreed to in2021. During thesix-months ended* June 30, 2024and2023,* Comstock paid $2,164,364 and $2,100,000, respectively, to GenMat against the initial $10,000,000 funding commitment (see Note11, Fair Value Measurements).

At* May 17, 2024,GenMat held 2,513,451 in Comstock common shares with a fair value of $694,970. Pursuant to the terms of the agreement, future proceeds from the sale of these shares will be applied against the purchase price of future investment tranches in GenMat. Subsequent to achieving the $10.0 million commitment in May 2024,funds advanced by the Company to GenMat are recorded as Advances on the condensed consolidated balance sheet and the change in fair value each period is recognized in earnings (see Note3,* Notes Receivable and Advances, net). At* June 30, 2024*, the shares had a fair value of $412,206 based on the closing trading price of Comstock’s common stock at the end of the period. During thethree-month period ended* June 30, 2024,the Company recognized a loss on the change in fair value of this asset from May 17, 2024to June 30, 2024*of $282,764 which is included in other income (expense) in the condensed consolidated statements of operations.

For thethree andsix-months ended* June 30, 2024*, the Company recorded $606,935 and $1,173,139, respectively, in equity loss from affiliates for our investment in GenMat.

For thethree andsix-months ended* June 30, 2023*, the Company recorded $345,586 and $789,208, respectively, in equity loss from affiliates for our investment in GenMat.

The Company’s executive chairman and chief executive officer serves as the chairman of GenMat and the Company’s chief technology officer and another employee of the Company serve on the board of directors of GenMat. The GenMat board of directors is composed of thethree employees of the Company havingone vote each along with the chief executive officer and founder of GenMat who receives four votes.

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GenMat Restructuring

On* April 25, 2024,the Company and GenMat entered into a non-binding memorandum of understanding (the “MOU”) to amend the existing agreements. Under the MOU, the Company agreed to further fund GenMat up to $25.0 million (at a rate of $500,000 per month), terminable if GenMat receives $10.0 million or more of equity financing fromthird*-party sources. The Company also agreed to the cancellation of 230,000 of its 465,000 GenMat units, thereby reducing the Company’s fully diluted equity interest to 235,000 units or 31.97%. GenMat will issue new common stock in exchange for the Company’s existing units. The Company will have the right to appointone director to GenMat’s Board of Directors. The Company will have exclusive licensing rights for the biofuel field of use and non-exclusive licensing rights to the mining field of use. If the Company ceases funding, the exclusive license will convert to a nonexclusive right for the remainder of the license term. The Company and GenMat shall enter into amended and restated transaction documents (collectively, the “Amended Equity Agreements”) which upon execution, terminates the original transaction documents. As of* June 30, 2024*, the Amended Equity Agreements werenot executed and the Company expects the agreements to be executed in thesecond half of2024.

Investment in Pelen LLC

On* April 24, 2020,the Company completed the acquisition of 25% of Pelen LLC's (“Pelen”) membership interests for $602,500. For thethree* andsix-months ended* June 30, 2024*, the Company recorded $6,054 in equity income and $3,646 in equity loss from affiliates for our investment in Pelen. For thethree andsix-months ended* June 30, 2023*, the Company recorded $4,487 in equity income and $17,056 in equity losses from affiliates for our investment in Pelen.

Investment in Research and Development Company

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

Phase1

After completion of Phase1

Since the payments arenot 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 recorded as a discount on initial investment of $1.5 million and will be recognized over the payment term. The Company recorded a corresponding payable for future cash payments to account for the 40% ownership interest in the Developer. At* June 30, 2024*, the future remaining payments, net implied interest, totaled $1,150,424 (see Note6, Accrued Expenses and Other Liabilities). For thethree andsix-months ended* June 30, 2024*, the Company recorded $48,400 in equity loss from affiliates for our investment in the Developer. During thethree andsix-months ended* June 30, 2024*, Comstock paid $60,000 and $180,000, respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement.

Investment in Green Li-ion

As part of our acquisition of a majority ownership of LINICO on* December 30, 2021,we acquired 37,162 preferred shares of Green Li-ion Pte, Ltd. (“Green Li-ion”). On September 12, 2023,LINICO received gross proceeds of $795,510, net of commission fees of $15,910, from the sale of 1,500 Green Li-ion preferred shares for $530.34 per share and recorded a realized gain of $597,248 included in gain (loss) from investments in the consolidated statements of operations in thethird* quarter of2023. In connection with this sale, the Company valued the remaining 35,662 Green Li-ion preferred shares it holds using the cash rate of $530.34 per share which resulted in recognition of an unrealized gain on investment of $14,577,627 in2023. The Company intends to sell the remaining Green Li-ion preferred shares during late2024, or early2025.

Investment in Sierra Springs Opportunity Fund Inc.

During2019, the Company invested $335,000 for 6,700,000 shares of Sierra Springs Opportunity Fund Inc (“SSOF”) common stock. From2020 through* November 2023,the Company advanced $6,985,000 to SSOF and its subsidiary for the purpose of purchasing land, payments for deposits on land and payments for an option on land and water rights purchases. On December 29, 2023,the Company and SSOF agreed to convert total advances into 3,880,556 shares of SSOF common stock. The conversion price of $1.80 per share was determined to be the fair value of a share of SSOF common stock based on cash sales of SSOF common shares and increased value of SSOF’s underlying real estate assets. The Company’s initial2019* investment of SSOF common shares were revalued at $1.80 per common shares resulting in recognition of an unrealized gain on investment of $11,725,000 in2023.

At* December 31, 2023*, the Company’s total SSOF investment consisted of 10,580,556 common shares, or 17.11% of SSOF's outstanding common shares on a fully diluted, if converted basis. For thesix-months ended* June 30, 2024*, the Company invested an additional $530,000 in SSOF at $1.80 per share increasing our equity ownership in SSOF to 10,875,000 common shares, or 17.50% at* June 30, 2024*.

The Company's chief executive officer is an executive of SSOF. Management concluded that SSOF is a variable interest entity of the Company because the Company has both operational and equity risk related to SSOF, and SSOF currently has insufficient equity at risk. Management also concluded that the Company isnot the primary beneficiary of SSOF becauseno one individual or entity has unilateral control over significant decisions and decisions require the consent of all investors. As the Company isnot the primary beneficiary, SSOF isnot consolidated.

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Investment in American Battery Technology Company

In connection with the sale of the Facility in2023, the Company received11 million shares of restricted common stock from the purchaser of the Facility, American Battery Technology Company (“ABTC”) with an initial fair value of $9,365,000 (see Note7, Leases). On* June 30, 2023,the Company and ABTC amended the agreement whereby the Company returned 1,923,077 of the ABTC restricted shares and ABTC agreed to forego the right to have $1.5 million of the purchase price set aside in escrow to settle indemnification claims. As of June 30, 2023*, the remaining investment of 9,076,923 shares of restricted ABTC common stock had a fair value of $7.1 million. In* August 2023,the remaining 9,076,923 shares owned by the Company became unrestricted. During thethird* quarter of2023, the Company sold all 9,076,923 ABTC shares with proceeds of $5,456,920, net of commission fees of $90,939. For thethree andsix-months ended* June 30, 2023*, the Company recognized a loss of $765,000 on the investment included in other income (expense) in the condensed consolidated statements of operations.

NOTE3 NOTES RECEIVABLE AND ADVANCES, NET

Notes receivable and advances, net at* June 30, 2024* and* December 31, 2023* include:

RenFuelK2B* AB (“RenFuel”)*

On* January 2, 2024,the Company funded $250,000 to RenFuel for a term loan, bearing interest at 7% per annum and matured on February 15, 2024.On April 19, 2024,the Company and RenFuel entered into a securities purchase agreement in which the Company agreed to fund RenFuel intwelve* tranches of $250,000 up to the aggregate principal amount of $3,000,000 for a 7% Senior Secured Convertible Note (“Senior Secured Convertible Note”). On* June 27, 2024,the parties signed the Amended Agreement to the RenFuel SPA to include certain legal fees of up to $450,000, increasing the aggregate principal amount of the Senior Secured Convertible Note to $3,450,000. The full principal and 7% interest rate per annum are due on April 30, 2034.The Senior Secured Convertible Note is secured by (i) afirst* priority lien on all material assets of RenFuel and RenFuelK2B Ipco AB (“SPV”), senior to all other currently outstanding and hereinafter existing RenFuel indebtedness pursuant to the securities purchase agreement, (ii) afirst priority security interest and lien granted by RenFuel on100% of the issued and outstanding equity of the SPV pursuant to the securities purchase agreement, and (iii) afirst priority security interest and lien on100% of the SPV's now and hereafter existing assets pursuant to the Guaranty and securities purchase agreement. The Parties have agreed to fully satisfy the term loan by issuance of the Senior Secured Convertible Note. For thesix-months ended* June 30, 2024*, the Company funded $580,000 to RenFuel in accordance with the Senior Secured Convertible Note. For thethree andsix-months ended* June 30, 2024*, the Company recognized interest income of $8,078 and $12,345, respectively.

GenMat Advances

For thesix-months ended* June 30, 2024*, the Company advanced GenMat $235,636 in cash. The remaining balance of $412,206 represents the fair value of the Company's common stock held by GenMat which will be applied against future investment in GenMat by the Company. The advances are non-interest bearing (see Note2, Investments).

NOTE4 PROPERTIES, PLANT AND EQUIPMENT, NET AND MINERAL RIGHTS

Properties, plant and equipment at* June 30, 2024* and* December 31, 2023* include the following:

During thethree-months ended* June 30, 2024and2023*, we recognized depreciation expense of $139,060 and $215,376, respectively. During thesix-months ended* June 30, 2024and2023*, we recognized depreciation expense of $278,998 and $335,473, respectively. At* June 30, 2024and December 31, 2023,the Company had $402,931 of properties, plant and equipment that werenot* yet placed in service and havenot yet been depreciated.

Mineral Rights and Properties

Our properties at* June 30, 2024* and* December 31, 2023* consisted of the following:

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The Comstock Mineral Estate includes all of the Company's resource areas and exploration targets. During thesix-months ended* June 30, 2024and2023*, we didnot record any depletion expense, asnone of the properties are currently in production. All of our mineral exploration and mining lease payments are classified as selling, general and administrative expenses in the condensed consolidated statements of operations.

On* June 30, 2023,the Company signed a Mineral Exploration and Mining Lease Agreement (the “Mining Lease”) with Mackay Precious Metals Inc (“Mackay”). The Mining Lease provides atwenty-year term granting Mackay the rights to conduct exploration on certain of the Company’s mineral properties in Storey County, Nevada. Mackay paid a lease initiation fee of $1,250,000 and made theirfirst* two quarterly lease payments totaling $875,000, with quarterly lease payments of $375,000 for the nextthree and a half years, and then quarterly lease payments of $250,000 thereafter. In addition, Mackay will reimburse carrying costs for the mineral properties and will pay a 1.5% Net Smelter Returns (“NSR”) royalty from eventual mine production from the mineral properties. Mackay also committed to exploration expenditures of $1,000,000 per year on a cumulative basis, and increasingly detailed technical reports after thefirst five, ten, andfifteen years.

We determined that the Mining Lease initiation fee of $1,250,000 should be recognized as revenue ratably over the term of the Mining Lease and quarterly lease payments will be recognized as revenue in the period received. For thethree andsix-months ended* June 30, 2024*, we recorded revenue of $390,626 and $781,251, respectively, which includes the quarterly lease payments of $750,000 and amortization of the lease initiation fee of $31,251. For thethree andsix-months ended* June 30, 2023*, no revenue was recorded. As of* June 30, 2024*, the Company committed a plan to sell the mineral properties in Storey County, Nevada and $1,187,499 of deferred revenue for the initiation fee remains and recorded as current deferred revenue in our condensed consolidated balance sheet.

Assets Held for Sale

In thesecond quarter of2024, the Company committed a plan to sell industrial and commercial land located in Lyon County, Nevada. This balance of $6,328,339 is classified as asset held for sale on the condensed consolidated balance sheet as of* June 30, 2024*.

In thefirst quarter of2024, the Company committed a plan to sell the membership interest, including the mineral rights, in Comstock Northern Exploration LLC. As of* June 30, 2024*, assets held for sale include mineral rights with a balance of $1,321,297.

On* April 26, 2023,the Company closed on the purchase of Aqua Metals Transfer LLC, a subsidiary of Aqua Metals Inc. ("AQMS"), including land, buildings and related improvements therein and paid the $12.0 million due to AQMS, effectively taking full ownership of the land, buildings and related improvements and the previously existing lease with LINICO was terminated. As of June 30, 2023*, assets held for sale include the land, buildings and related improvements with a balance of $20,638,942. As of* June 30, 2023*, liabilities held for sale include deferred proceeds and gains on sale of Facility and related equipment with a balance of $27,803,564 (see Note7, Leases).

In* March 2023,the Company acquired senior water rights (50-acre feet) associated withone* of its existing properties and junior water rights (16-acre feet) for a total of $730,595. In thesecond quarter of2024, the Company committed a plan to sell the water rights. As of* June 30, 2024*, assets held for sale include water rights of $730,595.

The Company’s assets held for sale at* June 30, 2024* and* December 31, 2023* include the following:

NOTE5 INTANGIBLE ASSETS

The Company’s intangible assets at* June 30, 2024* and* December 31, 2023* include the following:

Accumulated amortization as of* June 30, 2024* and* December 31, 2023* consisted of the following:

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For thethree-months ended* June 30, 2024and2023*, amortization expense related to intangible assets was $503,374 and $500,451, respectively. For thesix-months ended* June 30, 2024and2023*, amortization expense related to intangible assets was $1,006,748 and $1,000,902, respectively.

Future minimum amortization expense is as follows at* June 30, 2024*:

Changes in the intangible assets balances for thesix-months ended* June 30, 2024and2023*, are presented below:

The Company is party tothree license agreements (collectively, the “AST License Agreements”) with American Science and Technology Corporation (“AST”), pursuant to which the Company agreed to license certain intellectual property of AST for use atthree facilities in exchange forthree facility-specific license fees of $500,000 each, and a royalty fee equal to 1.0% of the gross revenue of each of thefirst three licensed facilities. As of* June 30, 2024,we have obtained thethree license agreements andno* additional license payments are anticipated. As of* June 30, 2024,*no royalty fees have been paid under the AST License Agreements.

On* December 28, 2023,the Company entered into an amendment (the“2023* FPC Asset Purchase Agreement Amendment”) with Flux Photon Corporation (“FPC”) to amend that certain Asset Purchase Agreement, dated on* September 7, 2021,and amended on December 10, 2021 (as amended, the “FPC Asset Purchase Agreement”). Pursuant to the FPC Asset Purchase Agreement, the Company acquired certain intellectual property and related photocatalysis laboratory equipment (the “FPC Assets”). The original purchase price included a payable for the FPC Assets of $17,650,000, payable only from 20% of future cash flows defined as the future monthly consolidated sales, less total variable costs, less operating expenses, maintenance, tax payments, and debt service payments of the Company and its now and hereafter-existing subsidiaries until the purchase prices has been fully paid. The2023* FPC Asset Purchase Agreement Amendment reduced the purchase price payable to FPC to $16,850,000. On* December 28, 2023,the Company paid $200,000 on this payable which was accounted for as an acquisition of intellectual property. The remaining balance of $16,650,000 will be paid to FPC from future cash flows. The Company’s chief technology officer and a member of the Company's board of directors, is also the owner of 100% of the outstanding common stock of FPC and as such was the indirect beneficiary of all payments made to FPC pursuant to the FPC Asset Purchase Agreement (see Note14,* Related Party Transactions).

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NOTE6 ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities at* June 30, 2024* and* December 31, 2023* consisted of the following:

On* July 1, 2022,the Board of Directors of the Company approved a performance objective based, cash incentive compensation plan for executives of the Company, with the potential to earn a performance bonus of up to 100% of base salary. For thethree* andsix-months ended* June 30, 2024*, the Company expensed $103,125 and $412,500, respectively, for accrued incentive compensation in the condensed consolidated financial statements. For thethree andsix-months ended* June 30, 2023*, the Company expensed $656,081 and $888,112, respectively, for accrued incentive compensation. The compensation committee of the Board of Directors hasnot yet approved the2023 incentive compensation and the estimated expense was reduced to $825,000 based on the progress assessed on the objectives, and accordingly, the Company reduced the2023 incentive accrual by $507,169 in thesecond quarter of2024. On* April 28, 2023,the compensation committee of the Board of Directors approved executive incentive compensation of $970,000 for named executive officers other than the chief executive officer earned through December 31, 2022and paid in thesecond* andthird quarters of2023. As of* June 30, 2024*, accrued incentive compensation of $1,237,500 consists of the remaining $825,000 incentive accrual for2023 expected to be paid in2024 and $412,500 of the estimated2024 incentive accrual expected to be paid in2025.

As of* June 30, 2024*, the short-term payable to research and development company of $410,139 and long-term payable of $740,285 consists of payments due under the Securities Purchase Agreement dated* March 1, 2024,between the Company and research and development company (see Note2,* Investments). For thethree andsix-months ended* June 30, 2024*, the Company recognized interest expense of $33,104 and $44,467, respectively.

NOTE7 LEASES

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

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

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

Finance Lease

Facility Lease

During thesix-months ended* June 30, 2023,the Company received $29.1 million (cash proceeds of $21.25 million and restricted ABTC shares of $7.9 million), toward the sale of a leased facility and all the related equipment, of which the facility portion of the sale ultimately closed in August 2023at which time the Company recognized a gain of $7.3 million. In connection with a portion of the $6.0 million received associated with the equipment, the Company recognized a gain of $178,193 on the sale of that equipment during thethree*-month period ended* March 31, 2023.On April 26, 2023,*the Company closed on the purchase of the membership interest of Aqua Metals Transfer LLC from Aqua Metals Inc. and paid the remaining $12.0 million due, taking full ownership of the membership interest of Aqua Metals Transfer LLC and terminating the lease.

AST Asset Purchase Agreement

On* April 16, 2021,the Company entered into an asset purchase agreement (the “AST Asset Purchase Agreement”) with AST. Concurrently and in connection with the entry into the AST Asset Purchase Agreement, the Company and AST entered into the AST License Agreements (see Note5,* Intangible Assets). The AST License Agreements provided for full use of the facility and all machinery and equipment located therein until* April 30, 2022.Under the AST Asset Purchase Agreement, the Company agreed to acquire substantially all of AST’s assets in exchange for $3,500,000 due on April 30, 2024in addition to $35,000 per month from May 1, 2022to April 30, 2025.Beginning May 1, 2022,*the AST Asset Purchase Agreement provides for full access and use of the AST assets until all payments are made and title transfers to the Company.

All of the assets purchased under the agreement are being used for research and development activities. The machinery and equipment acquired was built for a specific purpose and is being used in testing for development of the technology required to process woody biomass into intermediate materials that can be converted into paper products and fuels. These assets haveno 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 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 amend the consideration paid pursuant to the AST License Agreements and the AST Asset Purchase Agreement, such that some or potentially all of the future obligation would be paid in the Company’s common stock. The consideration paid pursuant to the AST Asset Purchase Agreement was replaced with the following:

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 4,975,000 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 of $0.319 on April 10, 2024.*The fair value of $1,587,025 for the 4,975,000 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.

Of the amounts paid under this agreement, a portion is associated with the acquired machinery and equipment and recognized as research and development expense in the condensed consolidated statements of operation. During thethree andsix-months ended* June 30, 2024*, the Company recognized $1,288,115 and $1,368,050, respectively, of research and development expense. During thethree andsix-months ended* June 30, 2023*, the Company recognized $79,935 and $159,870, respectively, of research and development expense associated with payments under this agreement.

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Haywood Quarry Acquisition and Lease Agreement

On* April 7, 2022and amended on November 7, 2022,the Company entered into a purchase agreement (the “Haywood Purchase Agreement”) with Decommissioning Services LLC (“Decommissioning Services”) to purchase Haywood quarry and industrial property (the “Haywood Property”) for $2.1 million, payable in $50,000 of cash and 1,500,000 common shares of the Company with a total value of $2,295,000. The Haywood Property represents approximately 190 industrial acres in Lyon County, Nevada, and part ofone* of the larger industrial parks in Lyon County. The property has power, water and direct highway access. The Company plans to employ a portion of the property for 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 recorded as a derivative on the consolidated balance sheets (see Note11, Fair Value Measurements).

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 to $2.2 million. Pursuant to the amendment, the Company will pay $75,000 per month to Decommissioning Services, with $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 shares equals $2.2 million. On April 11, 2024,pursuant to the amendment, the Company issued 1,500,000 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 Note11,* Fair Value Measurements).

During the period between execution of the Haywood Purchase Agreement and closing, Decommissioning Services leases the Haywood Property to Comstock Exploration forno 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 arenot 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 athird*-party for improvements made.

Operating Leases

For thethree andsix-months ended* June 30, 2024*, short-term operating lease expense was $24,800 and $45,500, respectively. For thethree andsix-months ended* June 30, 2023*, short-term operating lease expense was $15,189 and $30,578, respectively.

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 afive-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 offive* years. At* August 15, 2023,the Company recorded a right-of-use asset and lease liability of $213,925 and $213,925, respectively, at a discount rate of 13.57%. For thethree* andsix-months ended* June 30, 2024*, the fixed operating lease expense was $14,908 and $29,816, respectively. For thethree andsix-months ended* June 30, 2023*, no fixed operating lease expense was expensed on the SCP Building Lease. The Company's chief executive officer is an executive and director of SCP.

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

Operating Lease Income

For thethree-months ended* June 30, 2024and2023*, revenues from operating leases on our land and building leased to others totaled $36,600 and $35,325, respectively. For thesix-months ended* June 30, 2024and2023*, revenues from operating leases on our land and building leased to others totaled $71,925 and $66,075, respectively.

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

18

**NOTE8 ** DEBT OBLIGATIONS

Debt at* June 30, 2024* and* December 31, 2023* consisted of the following:

GHF, Inc. Unsecured Promissory Note

On* December 15, 2021,the Company entered into a long-term promissory note (the “GHF2021* Note”) with GHF, Inc. (“GHF”), with a principal amount of $5,000,000, of which $4,550,000 was funded and $450,000 was an original issue discount (“OID”) with the principal due on* December 15, 2024,and interest payable monthly at a rate of 6% annually. On August 22, 2022,in connection with the GHF2021* Note, the Company issued warrants to GHF which allowed them to purchase 200,000 shares of the Company’s common stock at $1.00 per share (the “First GHF Warrants”). The First GHF Warrants were exercisable on or prior to* August 22, 2024.On December 15, 2022,in connection with the GHF2021* Note, the Company issued additional warrants to GHF which allowed them to purchase 1,000,000 shares of the Company’s common stock, of which 500,000 were exercisable at $0.4555 (the “Second GHF Warrants”) and the remaining 500,000 were exercisable at $2.5217 (the “Third GHF Warrants” and collectively with the First GHF Warrants and the Second GHF Warrants, the “GHF Warrants”). The Second GHF Warrants and the Third GHF Warrants were exercisable on or prior to* December 15, 2024.On April 22, 2024,the Company and GHF amended the GHF2021* Note (the “Amended GHF2021 Note”) to extend the maturity from* December 15, 2024to April 15, 2026and increase the interest rate from 6% to 12% per annum. The Company determined that the Amended GHF2021* Note resulted in a debt modification and recorded in thesecond quarter of2024 a loss on debt extinguishment of $331,891 in our condensed consolidated statement of operations. Prepayment is allowed in full or in part at any time without premium or penalty. The loan is secured by all non-mining related assets of the Company, Silver Springs land and water rights, excluding the Lucerne and Dayton properties. The Company is required to prepay the GHF2021 Note with any net cash proceeds received in the sale of any collateral. During thethree-months ended* June 30, 2024and2023,* the Company recognized interest expense of $133,884 and $158,447, respectively, including OID amortization of $21,755 and $94,273, respectively, in connection with the GHF2021 Note. During thesix-months ended* June 30, 2024and2023,* the Company recognized interest expense of $292,331 and $315,152, respectively, including OID amortization of $116,028 and $187,510, respectively, in connection with the GHF2021 Note. On* April 22, 2024,the Company and GHF also amended the GHF Warrants, whereby (i) the exercise price of the First GHF Warrants and the Third GHF Warrants was reduced to $0.4555, and (ii) the maturity of the GHF Warrants was extended to December 31, 2025.The incremental fair value resulting of the amendments to the GHF Warrants was $85,331 and was recognized as part of the loss on debt extinguishment (see Note10,* Equity).

Alvin Fund Note

On* October 25, 2022,the Company entered into a short-term promissory note (the “Alvin Fund2022* Note”) with Alvin Fund LLC (“Alvin Fund”) with a principal amount of $2,000,000. In consideration for entering into the Alvin Fund2022 Note, the Company issued to Alvin Fund common shares of the Company at a fair value of $250,000, which was recognized as a discount on the Alvin Fund2022 Note. The maturity date pursuant to the Alvin Fund2022 Note was originally* October 25, 2023.On September 30, 2023,the Company and Alvin Fund amended the Alvin Fund2022* Note to extend the maturity date to* January 31, 2026,at an interest rate of 16%. Interest was payable monthly at a rate of 9% annually. On April 22, 2024,the Company and Alvin Fund amended the Alvin Fund2022* Note (the “Amended Alvin Fund2022 Note”) to extend the maturity from* January 31, 2026to April 15, 2026.Prepayment is allowed in full or in part at any time without premium or penalty. The Alvin Fund2022* Note is secured by all the property commonly referred to as the Dayton properties. During thethree-months ended* June 30, 2024and2023*, the Company recognized interest expense of $79,781 and $107,206, respectively, including OID amortization of $0 and $62,329, respectively, in connection with the Alvin Fund2022 Note. During thesix-months ended* June 30, 2024and2023*, the Company recognized interest expense of $159,562 and $213,234, respectively, including OID amortization of $0 and $123,973, respectively, in connection with the Alvin Fund2022 Note.

On* November 12, 2023,the Company entered into a short-term promissory note (the “Alvin Fund2023* Note”) with Alvin Fund with a principal amount of $2.1 million which includes $100,000 OID. The full principal was due on* February 12, 2025.Interest was payable monthly at a rate of 8% annually. On November 12, 2023,in connection with the Alvin Fund2022* Note, the Company issued warrants to Alvin Fund which allowed them to purchase 1,000,000 shares of the Company’s common stock at $0.70 per share (the “Alvin Fund Warrants”). The Alvin Fund Warrants were exercisable on or prior to* November 12, 2025.On April 22, 2024,the Company and Alvin Fund amended the Alvin Fund2023* Note (the “Amended Alvin Fund2023 Note”) to extend the maturity from* February 12, 2025to April 15, 2026and increase the interest rate from 8% to 12% per annum. The Company determined that the Amended Alvin Fund2023* Note resulted in a debt modification and recorded in thesecond quarter of2024 a loss on debt extinguishment of $189,731 in our condensed consolidated statement of operations. Prepayment is allowed in full or in part at any time without premium or penalty. The Alvin Fund2023 Note is secured by the Company's non-mining assets. During thethree-months ended* June 30, 2024and2023*, the Company recognized interest expense of $69,100 and $0, respectively, including OID amortization of $11,796 and $0, respectively, in connection with the Alvin Fund2023 Note. During thesix-months ended* June 30, 2024and2023*, the Company recognized interest expense of $162,102 and $0, respectively, including OID amortization of $62,913 and $0, respectively, in connection with the Alvin Fund2023 Note. On* April 22, 2024,the Company and Alvin Fund also amended the Alvin Fund Warrants, whereby the exercise price was reduced to $0.4555 and the maturity was extended to December 31, 2025.The incremental fair value resulting of the amendment to the Alvin Fund Warrants was $22,900 and was recognized as part of the loss on debt extinguishment (see Note10,* Equity).

19

Kips Bay Select LP Unsecured Convertible Note

On* December 27, 2023,the Company entered into a securities purchase agreement for an unsecured convertible promissory note (the "Kips Bay Note") with Kips Bay Select LP ("Kips Bay") with a principal amount of $5,263,157, of which $263,157 was an OID. The full principal is due on March 27, 2025.Interest is payable monthly at a rate of 8% annually. The Company received $3.0 million on December 27, 2023and received the remaining $2.0 million on January 27, 2024.*

The Kips Bay Note required the Company to pay a loan commitment fee of $250,000 in the form of shares of its common stock. As of* December 31, 2023,the Company recorded a stock payable of $150,000 as a non-current other liability on the consolidated balance sheet. The amount was recognized as additional discount on the note. On January 11, 2024,the Company issued 308,931 restricted shares of its common stock equal to 3% of the principal amount of the Kips Bay Note, or $157,895 at $0.511 per share. On January 16, 2024,*the Company issued an additional 180,210 registered shares of its common stock equal in value to 1.75% of the additional $2.0 million in principal amount of the Kips Bay Note, or $92,105, also at $0.511 per share.

The Kips Bay Note contains conversion terms that are based on percentages of trading price and volumes over defined measurement periods. The terms require the conversion option to be bifurcated as a derivative. As of* June 30, 2024*, and* December 31, 2023*, the Company has a derivative liability balance of $470,000 and $1,360,000, respectively, associated with this conversion option and reflected in our condensed consolidated balance sheet. During thethree-months ended* June 30, 2024and2023*, the Company recognized interest expense of $383,091 and $0, respectively, which includes OID amortization of $312,493 and $0, respectively, in connection with the Kips Bay Note. During thesix-months ended* June 30, 2024and2023*, the Company recognized interest expense of $825,709 and $0, respectively, which includes OID amortization of $664,459 and $0, respectively, in connection with the Kips Bay Note. As of* June 30, 2024*, the Company delivered 14,521,500 shares of common stock with a fair value of $4,301,634 at an average conversion price per share of $0.30 upon the conversion of a principal balance of $3,363,152 and accrued interest of $166,707.

The loss on debt conversion recognized during thesix-months ended* June 30, 2024* was calculated as follows:

Aqua Metals Inc. Note

On* December 19, 2023,Comstock Inc., LINICO and Aqua Metals Inc. (“AQMS”) entered into a stock redemption agreement in which the Company agreed to purchase and AQMS agreed to sell their shares in LINICO for $600,000. The consideration is payable intwelve* installments of $50,000 with thefirst installment due on* January 31, 2024,and the nexteleven* installments due on the last day of the next succeedingeleven months. Since the payments arenot interest bearing, the Company calculated the implied interest of $33,673 on the future cash payments using an interest rate of 9.76% which was recorded as a discount on the agreement and will be recognized over the payment term. During thethree-months ended* June 30, 2024and2023*, the Company recognized interest expense of $9,737 and $0, respectively, in connection with the AQMS notes payable. During thesix-months ended* June 30, 2024and2023*, the Company recognized interest expense of $23,124 and $0, respectively, in connection with the AQMS notes payable.

Ionic Ventures LLC Unsecured Convertible Note

On* December 16, 2022,the Company entered into a securities purchase agreement for an unsecured convertible promissory note (“Ionic Note”) with Ionic Ventures, LLC (“Ionic”) with a principal amount of $3,150,000, of which $2,975,000 was funded and $175,000 was an OID. The full principal was due on March 16, 2024.*Interest was payable monthly at a rate of 8% annually. The Ionic Note contains conversion terms that are based on percentages of trading price and volumes over defined measurement periods. The Ionic Note requires the conversion option to be bifurcated as a derivative.

As of* June 30, 2023,the Company delivered 6,490,661 shares of common stock with a fair value of $3,452,848 at an average alternate conversion price per share of $0.53 with a principal balance of $2,400,000 and accrued interest of $58,707. Total carrying value of the converted debt was $996,254 which was reversed upon conversion. During thethree*-months ended* June 30, 2023,the Company recorded a gain on conversion of debt of $32,800. During thesix*-months ended* June 30, 2023,the Company recorded a loss on conversion of debt of $237,656. The conversion terms require a measurement period offive* days within which the number of shares initially converted are adjusted for changes in trading volume during the period. Under this provision, on* April 6, 2023,Ionic returned 327,549 excess shares of the Company's common stock issued upon earlier conversions. During thethree*-months ended* June 30, 2024and2023*, the Company recognized interest expense of $0 and $93,571, respectively, which includes OID amortization of $0 and $70,093, respectively, in connection with the Ionic Note. During thesix-months ended* June 30, 2024and2023*, the Company recognized interest expense of $0 and $250,304, respectively, which includes OID amortization of $0 and $167,582, respectively, in connection with the Ionic Note. The Ionic Note was fully converted in2023.

20

NOTE9 COMMITMENTS AND CONTINGENCIES

COMSTOCK MINERAL ESTATE LEASE PAYMENTS

We lease certain mineral rights and properties under leases expiring at various dates through2040. Future minimum annual lease payments, including royalty and rental payments, under these existing lease agreements are as follows at* June 30, 2024*:

We have minimum royalty obligations with certain of our mineral properties and leases. For most of the mineral properties and leases, we are subject to a range of royalty obligations to the extent that production commences. These royalties range from 0.5% to 5% of NSR from minerals produced on the properties, with the majority being under 3%. Some of the factors that will influence the amount of the royalties include ounces extracted and the price of extracted metals.

Our mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally become more restrictive. The Company believes its operations are in compliance with applicable laws and regulations in all material respects. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures.

RENFUEL LICENSE PAYMENTS

On* October 11, 2023,and amended on December 22, 2023,the Company and RenFuel signed an Exclusive License Agreement, pursuant to which RenFuel granted Comstock Fuels Corporation (“Comstock Fuels”), a wholly owned subsidiary of the Company, an exclusive license to use RenFuel’s patented catalytic esterification and related technologies in North America, Central America, and South America in exchange for ongoing royalty fees based on the production and sales of qualified products. The Company is required to spend a minimum of $250,000 per quarter on commercially reasonable research, development and commercialization activities, and advances commencing on January 1, 2024.As of June 30, 2024*, this commitment has been satisfied with advances made to RenFuel (see Note3, Notes Receivable and Advances, net).

INVESTMENT IN LICENSED TECHNOLOGY

On* March 1, 2024,Comstock and Developer entered into the DSA to advance technologies owned by Comstock’s subsidiary that incorporate applications of intellectual properties owned by the Developer (“Developer IP”). The DSA scope involves research and development to validate integrated applications of Comstock's intellectual properties and Developer IP, including baseline applications involving Developer IP alone. The DSA calls for work to be completed in a series of phases, with thefirst* phase (“Phase1”) consisting ofthree projects overnine months at a cost to Comstock of $116,900 per month, or $1,052,100 in total. Current estimates for the nextthree projects in thesecond phase of work under the DSA (“Phase2”) include $116,900 per month for an additionalsix months, or $701,400 in total, including $321,160 in residual payments for equipment and supplies purchased in Phase1 that will be used in Phase2. For thethree andsix-months ended* June 30, 2024*, the Company recorded $350,700 and $467,600, respectively, as research and development expense in the condensed consolidated statements of operation. Phase2 estimates are subject to upwards variance after data is collected and evaluated from Phase1. No estimate is available for work beyond Phase2 at this time, however, the DSA contemplates continuing cooperation for research and development over an initialthree-year term. Each phase of work is defined by a detailed scope culminating in specific, measurable, achievable, relevant, and timely milestones and go-no-go decision points. Work under Phase2 cannot occur without a written notice to proceed from Comstock following satisfactory completion of Phase1 based on stated milestones and decision points. The Phase2 notice to proceed also cannot be issued until a detailed project plan for Phase2 is finalized and approved by Comstock and Developer.

On* March 1, 2024,Developer granted the Company an exclusive license to use Developer IP to produce fuel (“Fuels License”) and water (“Water License” and, together with the Fuels License, the “Comstock License Agreements”) in exchange for royalty fees based on the production and sales of qualified products. The Comstock License Agreements also require the Company to pay minimum royalty fees equal to $20,000 on the earlier to occur of240* days after receiving a patent for the Developer IP, and, commencing on* February 15, 2025,and for each year thereafter, (i) $10,000 in year1* and2, (ii) $25,000 in year3 and4, and (iii) $75,000 in year5 and thereafter. The Company also agreed to pay for certain outstanding and future patent costs, as well as a new patent filing fees for each new patent application added to the Licensed Patent Rights deriving from Developer individually ( $10,000) or together with the Company ( $5,000). The scope of the Water License is exclusive unless Comstock electsnot to invest a minimum of $100,000 per calendar quarter after completion of Phase1. All amounts paid to or for the benefit of Developer under the DSA and Comstock License Agreements are credited against future royalties payable under the Comstock License Agreements. The Comstock License Agreements state that new intellectual properties developed by Comstock that derive from the Developer IP shall be assigned to Developer. As of* March 1, 2024,an officer and an employee (the “Comstock Inventors”) of the Company invented new developments that derived from Developer IP (“Comstock Developer Inventions”). The Comstock Inventors assigned the Comstock Developer Inventions to Comstock, and Comstock then assigned the Comstock Developer Inventions to Developer. While new developments to the Developer IP made by Comstock after March 1, 2024,are required to be assigned to Developer forno* additional consideration, Developer agreed to pay to the Company a technology use fee equal to 20% of any throughput that Developer generates by use and sublicensing of the Comstock Developer Inventions.

OTHER

Annually, the Company pays each of the independent directors a total of $160,000 in cash and stock-based compensation, plus chair and committee meeting fees and each of the independent directors receives cash retainers of $60,000. The Chair of each Committee is paid an additional cash retainer of $20,000 annually. As of* June 30, 2024* and* December 31, 2023,the Company accrued $750,000 and $500,000, respectively, in director fee compensation associated with the stock-based portion of their compensation earned in2023* and2024 that is expected to be issued in2024 and paid annually and is included in long-term liabilities on the condensed consolidated balance sheet. For thethree-months ended* June 30, 2024and2023*, the Company recognized director fees expenses of $200,000 and $108,850, respectively. For thesix-months ended* June 30, 2024and2023*, the Company recognized director fees expenses of $425,000 and $246,550, respectively. As of* June 30, 2024* and* December 31, 2023*, director fee compensation included in accounts payable on the condensed consolidated balance sheet was $141,000 and $87,500, respectively.

21

From time to time, we are involved in claims and proceedings that arise in the ordinary course of business. There areno matters pending that we expect to have a material adverse impact on our business, results of operations, financial condition or cash flows.

NOTE10 EQUITY

Issuance of Registered Shares of Common Stock

On* March 25, 2024,the Company entered into an equity purchase agreement (“2024* ClearThink Agreement”) with ClearThink Capital Partners LLC (“ClearThink”) to offer and sell restricted and registered shares of common stock of the Company at an aggregate offering price of up to $5.0 million from time to time, at our option, on terms we deem favorable. On* March 26, 2024,the Company filed a prospectus supplement to the registration statement on Form S-3, dated March 28, 2022,that registered for resale these shares issued pursuant to the2024* ClearThink Agreement. As of* June 30, 2024*, the Company issued 14,083,627 registered shares of common stock to ClearThink for an aggregate sales price of $3,250,000 at an average price per share of $0.23. As of* June 30, 2024*, the2024 ClearThink Agreement had remaining capacity of $1,750,000.

On* January 16, 2024,the Company issued an additional 180,210 registered shares of its common stock equal in value to 1.75% of the principal amount of the Kips Bay Note, or $92,105, also at $0.511 per share (see Note8,* Debt Obligations).

On* February 13, 2023,the Company entered into an equity purchase agreement (“2023* Leviston Sales Agreement”) with Leviston Resources LLC (“Leviston”) to offer and sell registered shares of common stock at an aggregate offering price of up to $5.0 million from time to time, at our option, on terms we deem favorable. As of* December 31, 2023,the Company issued 10,892,604 registered shares of common stock to Leviston pursuant to the Company’s Form S-3 filed with the U.S. Securities and Exchange Commission, for an aggregate sales price of $5.0 million at an average price per share of $0.46, and additional 552,486 common shares at a fair value of $200,000 in commitment fees. As of June 30, 2024*, the2023 Leviston Sales Agreement hadno remaining capacity andno sales under this agreement were made in2024.

On* June 21, 2022,the Company entered into an equity purchase agreement (the“2022* Tysadco Sales Agreement”) with Tysadco Partners, LLC (“Tysadco”) to offer and sell registered shares of common stock in an aggregate offering price of up to $10.0 million from time to time, at our option, on terms we deem favorable. Any shares offered and sold to Tysadco were registered for resale pursuant to a registration statement on Form S-1 filed with U.S. Securities and Exchange Commission pursuant to the Securities Act of1933 (the “Securities Act”). The Company paid commissions equal to 5% of the offering proceeds to the placement agent in connection with such sales. As of* December 31, 2023,the Company issued 7,897,838 shares of common stock to Tysadco, for an aggregate sales price of $3,000,000 at an average price per share of $0.38. For thesix*-months ended* June 30, 2024*, the Company issued 3,318,014 shares of common stock to Tysadco, for an aggregate sales price of $1,213,710 at an average price per share of $0.37. Sales of common stock, if any, under the2022 Tysadco Sales Agreement were made at a 10% discount to the volume weighted average sales price of the common stock on the date that Tysadco receives a capital call from the Company. As of* June 30, 2024*, the2022 Tysadco Sales Agreement hadno remaining capacity.

Issuance of Unregistered Shares of Common Stock

In2024, the Company issued 615,021 shares of unregistered restricted common shares with a fair value of $240,066 to Alvin Fund in lieu of cash payment from interest under the Alvin Fund2022 and2023 Notes. In2023, the Company issued 270,757 shares of unregistered restricted common shares with a fair value of $107,507 to Alvin Fund LLC in lieu of cash payments for interest under the Alvin Fund2022 Note.

On* May 22, 2024,the Company issued 1,250,000 shares of restricted common stock of the Company to our chief executive officer for $500,000 (see Note14,* Related Party Transactions).

On* April 19, 2024,*the Company issued 1,000,000 shares of restricted unregistered common stock to a single investor for $250,000.

On* April 19, 2024,*the Company issued 561,010 restricted common stock of the Company for a fair value of $162,693 to a professional services firm for consideration related to the Company's marketing services agreement.

On* April 11, 2024,pursuant to the amendment in connection with the Haywood lease, the Company issued 1,500,000 shares of common stock of the Company to Decommissioning Services with a fair value of $509,850 (see Note7,* Leases).

On* April 10, 2024,pursuant to the AST License Agreement Amendments, the Company issued 4,975,000 shares of common stock of the Company to AST with a fair value of $1,587,025 (see Note7,* Leases).

On* March 27, 2024,the Company issued 250,000 shares of unregistered restricted common stock with a fair value of $85,000 to ClearThink as payment for commitment fees under the2024* ClearThink Agreement.

On* January 11, 2024,the Company issued 308,931 restricted shares of its common stock equal to 3% of the principal amount of the Kips Bay Note, or $157,895 at $0.511 per share (see Note8,* Debt Obligations).

On* February 14, 2023,the Company issued 410,959 shares of unregistered restricted common stock with a fair value of $150,000 to Leviston as payment for due diligence fees under the2023* Leviston Sales Agreement.

Noncontrolling Interest

On* December 30, 2021,the Company entered into an agreement with LINICO to purchase additional shares of LINICO resulting in the Company owning an approximately 90% controlling interest in LINICO. The remaining 10% ownership was held by AQMS (see Note14,* Related Party Transactions) and was accounted for as a noncontrolling interest in our consolidated financial statements. On* December 19, 2023,the Company, LINICO and AQMS entered into a stock redemption agreement in which AQMS sold its LINICO shares to LINICO for $600,000. The increase in ownership percentage and decrease in non-controlling interest resulted in an increase to the Company's additional paid in capital of $3,758,807 during the year ended December 31, 2023.As of June 30, 2024* and* December 31, 2023,*the Company owns 100% of LINICO.

22

On* March 1, 2023,Comstock Metals Corporation (“Comstock Metals”), a wholly owned subsidiary of the Company, entered into an Employment Agreement with Dr. Fortunato Villamagna, to serve as President of Comstock Metals. As part of this agreement. Dr. Villamagna shall receive 20% of the equity in Comstock Metals, vesting evenly, over afive*-year period commencing on* March 1, 2023through March 1, 2028,with estimated fair value of the equity award totaling $863,000 held by Dr. Villamagna. On March 1, 2024,thefirst* tranche vested reducing in the Company’s ownership in Comstock Metals to 96% with a noncontrolling interest of 4%. As of* June 30, 2024* and* December 31, 2023,*the Company owns 96% and 100% of Comstock Metals, respectively.

For the year ended* December 31, 2023,the Company recognized share-based compensation of $143,833 associated with the agreement with Dr. Villamagna. During thethree* andsix-months ended* June 30, 2024*, the Company recognized share-based compensation of $43,150 and $86,300, respectively. At* June 30, 2024*, unamortized stock-based compensation for the equity award was $632,867 and will be amortized over the remaining vesting term of 3.75 years.

Treasury Stock

At* December 31, 2023,treasury stock included 2,605,322 shares of our common stock with carrying value of $3,360,867. On January 5, 2024,*the Company retired and cancelled the treasury stock.

Warrants

Outstanding warrants at* June 30, 2024* and* December 31, 2023* are as follows:

During thesix-months ended* June 30, 2024and2023*, no warrants to purchase common stock were issued, exercised, or expired. During thethree-months ended* June 30, 2024*, the warrants were modified in connection with amendments to related debt agreements (see Note8, Debt Obligations).

NOTE11 FAIR VALUE MEASUREMENTS

The following table presents our assets and liabilities measured at fair value on a recurring basis at* June 30, 2024*:

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

Changes in the assets and liabilities that include level3 inputs the following:

23

VALUATION METHODOLOGIES

Following is a description of the valuation methodologies used for the Company's financial instruments measured at fair value on a recurring basis as well as the general classification of such instruments pursuant to the valuation hierarchy.

Derivatives

The Company has several derivatives associated with its common stock including make-whole commitments and debt conversion options. The following tables presents changes in our derivative liabilities for thethree andsix-months ended* June 30, 2024and2023*, at fair value:

24

At* June 30, 2024*,* December 31, 2023* and* June 30, 2023*, the fair value of the LINICO, the Haywood Property, and GenMat derivatives was based on a trading price of the Company’s shares of $0.16, $0.55 and $0.73, respectively.

Kips Bay Select LP Conversion Option

On* December 27, 2023,the Company recorded a derivative liability on the consolidated balance sheets in connection with the Kips Bay Note. On that date, the $1,360,000 fair value of the derivative liability was determined based on bifurcation of the derivative liability from the convertible note. On January 27, 2024,the Company recorded an additional $836,000 associated with the additional borrowings under the Kips Bay Note (see Note8,* Debt Obligations). During thethree andsix-months ended* June 30, 2024*, the Company recorded a gain of $539,480 and $1,056,081, respectively, for the change in fair value of the derivative. During thethree andsix-months ended* June 30, 2023*, no gain or loss was recorded for the change in fair value of the derivative. At* December 31, 2023,the derivative was valued using a Monte Carlo valuation model with a conversion price equal to 90% of the average price capped at $1.00, discount rate of 35%, risk free rate of 4.54%, and volatility of 96.0%. At June 30, 2024*, the derivative was valued using a Monte Carlo valuation model with a conversion price equal to 90% of the average price capped at $0.88, discount rate of 35%, risk free rate of 5.08%, and volatility of 64.0%. Duringthree andsix-months ended* June 30, 2024*, $430,520 and $669,919, respectively, of the derivative liability was converted. The derivative liability was classified within Level3 of the valuation hierarchy.

GenMat Derivative Instrument

On* June 24, 2021,the Company recorded a derivative asset on the condensed consolidated balance sheets in connection with the GenMat Membership Interest Purchase Agreement. On that date, the $530,000 fair value of the derivative asset was determined based on the excess of the fair value of 3,000,000 shares of our common stock issued to and held by GenMat over the $10,000,000 contractual stock consideration required under the agreement. The value of the shares was based on the $3.51 closing price per share of our common stock on that date. At December 31, 2023,the fair value of Comstock’s shares held by GenMat of 2,513,451 shares was based on the closing price per share of our common stock of $0.55 with a fair value of the derivative liability of $781,966. On May 17, 2024,Comstock fulfilled our initial funding requirements of $15.0 million which satisfied the make-whole provision andfirst* investment tranche. For thethree andsix-months ended* June 30, 2024*, the Company recorded an unrealized loss on the change in fair value of the derivative asset of $209,872 and $687,428, respectively, in the condensed consolidated statements of operations. As of* June 30, 2024and December 31, 2023,the fair value of the derivative liability was $0 and $781,966, respectively. The derivative liability was classified in Level2* of the valuation hierarchy.

Haywood Derivative Instrument

On* April 7, 2022,we recorded a derivative asset on the consolidated balance sheets in connection with the Haywood acquisition and lease from Haywood (see Note7,* Leases). On that date, the $245,000 fair value of the derivative asset was determined based on the excess of the fair value of 1,500,000 shares of our common stock issued to and held by Haywood and a deposit of $50,000 over the initial $2,100,000 contractual stock consideration required under the agreement. The amendment increased the commitment by $100,000 from $2.1 million to $2.2 million (see Note7, Leases). As of* June 30, 2024* and* December**31,* 2023, the Company paid Haywood $120,000 and $200,000, respectively, which resulted in a decrease in contractual stock consideration. On* April 11, 2024,the Company issued an additional 1,500,000 shares of our common stock issued to and held by Haywood with a fair value of $509,850 at the closing price of $0.34 (see Note7,* Leases). At* June 30, 2024,the fair value of the 3.0 million shares was based on the closing price per share of our common stock of $0.16 and the fair value of the derivative liability was $678,150. For thethree* andsix-months ended* June 30, 2024,we recorded an unrealized loss on the change in fair value of the derivative liability of $48,000 and $333,000, respectively, in the condensed consolidated statements of operations. For thethree* andsix-months ended* June 30, 2023,we recorded an unrealized gain on the change in fair value of the derivative liability of $585,000 and $675,000, respectively, in the condensed consolidated statements of operations. The derivative liability is classified within Level2* of the valuation hierarchy.

Ionic Ventures, LLC Conversion Option

On* December 16, 2022,we recorded a derivative liability on the consolidated balance sheets in connection with the Ionic Note. During thethree* andsix-months ended* June 30, 2023*, the Company recorded a loss of $1,416,254 and $1,176,254, respectively, for the change in fair value of the derivative. In2023, the derivative was fully converted. The derivative liability was classified within Level3 of the valuation hierarchy.

American Battery Technology Investment

In connection with the sale of the Facility, the Company received 11 million shares of restricted common stock from the purchaser of the Facility, ABTC, with an initial fair value of $9,365,000. The fair value of our investment in ABTC restricted common shares acquired in connection with the sale of the Facility valued using a Monte Carlo valuation model.

Other Financial Instruments

At* June 30, 2024*, the carrying amount of cash and cash equivalents, notes receivable and debt carried at amortized costs, approximates fair value because of the short-term maturity of these financial instruments.

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NOTE12 NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. For thethree andsix-months ended* June 30, 2024and2023*, all common stock equivalent shares, including warrants to purchase common stocks, stock options or awards and a conversion option on a convertible debt, are antidilutive.

For thethree andsix-months ended* June 30, 2023*, the weighted average number of shares outstanding, for the purpose of calculating earnings per share, were reduced by treasury shares of 2,605,322, which is the number of treasury shares through our ownership in LINICO. On* January**5,* 2024, the Company elected to retire 2,605,322 treasury shares of the Company’s common stock from LINICO for cancellation upon receipt, resulting inno treasury shares reduction for calculating earnings per share in2024.

NOTE13 SEGMENT REPORTING

We have the following segments and reporting units: Fuels, Metals, Mining, Strategic Investments and Corporate. The Company’s goal is to accelerate the commercialization of decarbonizing technologies. Once a technology achieves a certain technology readiness or a justifiable critical mass or market distinction, we strategically plan its commercialization and dedicate resources toward that end. Until then, it is managed with corporate resources.

Summarized financial information relating to our reportable segments is provided below. In2023, our chief operating decision maker (“CODM”) reassessed the Company's performance and allocation of resources. Based on this reassessment, the Company's segments were determined to be Fuels, Metals, Mining, Strategic Investments and Corporate. Previously, our CODM assessed performance and allocation of resources tothree business segments and reporting units including Renewable Energy, Mining and Strategic Investments. Certain amounts have been reclassified to conform to the current period presentation on a comparable basis. The Company's strategic plans, executes and monitors each reporting segment and has dedicated personnel responsible for each reportable segment. Our Fuels Segment represents our lignocellulosic biomass into biointermediates for refining into renewable fuels. Our Metals Segment represents our recycling of electrification products. Our Mining Segment includes our gold and silver mining assets and related real estate. Our Strategic Investments Segment includes our investments in GenMat, Green Li-ion and SSOF and our Corporate Segment includes all other assets and general corporate costs. Mining revenue is from leasing mineral claims and other real estate.

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NOTE14 RELATED PARTY TRANSACTIONS

The following related party transactions occurred during thesix-months ended* June 30, 2024and2023*.

TRANSACTIONS INVOLVING SIERRA SPRINGS OPPORTUNITY FUND

On* December 29, 2023,the Company and SSOF agreed to convert total advances into 3,880,556 shares of SSOF common stock (see Note2,* Investments). At* June 30, 2024*, the Company’s total investment in SSOF was $19,575,000, representing 10,875,000 common shares of SSOF, or 17.50% of the total SSOF outstanding common shares on a fully diluted, if converted basis.

The Company's executive chairman and chief executive officer co-founded SSOF and SSE, and serves as the chief executive officer of SSOF and as an executive of SSE along with a diverse team of qualified financial, capital markets, real estate and operational professionals that together govern, lead and manage SSOF and SSE. The $525,000 investment and 8,667,666 voting shares of our chief executive officer andtwo of our directors represent 13.95% of total as converted SSOF common shares. The Company's chief executive officer hasnot received compensation from either SSOF or SSE.

SSOF is a qualified opportunity zone fund, which owns 100% of SSE, a qualified opportunity zone business. SSE and its subsidiaries own or control approximately 2,500 acres of land, a manufacturing facility, significant senior, junior and effluent water rights, sewer rights and also owns and operates the Silver Springs Regional Airport LLC. The substantial majority of these properties are contiguous and strategically located within immediate proximity of Highway50, State Route492, the Northern Nevada Industrial Center and the Tahoe Reno Industrial Center where companies like Tesla, Switch, Google, Microsoft, and Redwood Materials, amongst many others that are currently located, expanding or locating in this industrializing region.

TRANSACTIONS INVOLVING FLUX PHOTON CORPORATION

On* September 7, 2021,the Company entered into the FPC Asset Purchase Agreement with FPC to acquire the FPC Assets. The purchase price payable for the FPC Assets was$18,000,000 payable in cash to FPC at a rate equal to 20% of the future monthly consolidated sales, less total variable costs, less operating expenses, maintenance, tax payments, and debt service payments of the Company and its now and hereafter-existing subsidiaries, until the purchase price of$18,000,000 has been fully paid. The Company assigned the FPC Assets to the Company immediately after closing. On December 10, 2021,the FPC Asset Purchase Agreement was amended to provide for the payment by the Company of a $350,000 down payment against the purchase price, with a remaining performance-based cash payment of $17,650,000 required under the FPC Asset Purchase Agreement. The Company’s chief technology officer and the president of Comstock Fuels are indirect beneficiaries of all payments made to FPC under the FPC Asset Purchase Agreement. The Company additionally agreed to appoint the Company's chief technology officer to the Company’s Board of Directors in connection with the Company’s acquisition of Comstock Innovations Corporation on September 7, 2021.*

On* December 28, 2023,the Company entered into the2023* FPC Asset Purchase Agreement Amendment to reduce the purchase price payable from the remaining purchase price of $17,650,000 to $16,850,000. On* December 28, 2023,*the Company paid $200,000 on this payable which was accounted for as an acquisition of intellectual property. The remaining balance of $16,650,000 will be paid to FPC from future cash flows. The Company’s chief technology officer and a member of the Company's board of directors, is also the owner of 100% of the outstanding common stock of FPC and as such was the indirect beneficiary of all payments made to FPC pursuant to the FPC Asset Purchase Agreement.

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LEASE AND PURCHASE AGREEMENT FOR FACILITY

In2021, LINICO, a majority-owned subsidiary of the Company, had a finance lease, as lessee, with AQMS, for the Facility. The chief financial officer of AQMS was on the Company's board of directors until he resigned effective as of* April 5, 2023.On April 26, 2023,*the Company closed on the purchase of AQMT, a subsidiary of AQMS, whose sole asset was the Facility, and paid $12.0 million due to AQMS, effectively taking full ownership of the Facility. The previously existing lease between LINICO and AQMS was terminated.

PURCHASE OF METAL RECYCLING FURNACE

On* December 15, 2023,the Company and Dr. Fortunato Villamagna, president of Comstock Metals, signed an agreement in which Dr. Villamagna agreed to contribute a metal recycling furnace to the Company. The Company agreed to make payments for the metal recycling furnace totaling $375,000 from an amountnot* exceeding 20% of excess cash flow generated by Comstock Metals, defined as excess cash available after the satisfaction of all planned growth capital for Comstock Metals and the repayment of intercompany loans. At* June 30, 2024* and* December 31, 2023,*the metal recycling furnace is included in Properties, plant and equipment, net and the corresponding liability is included in other liabilities (long- term) on the condensed consolidated balance sheet.

OTHER

Sierra Clean Processing LLC, a wholly owned subsidiary of SSOF, owns the building at600 Lake Avenue, Silver Springs, Nevada which the Company entered into the Building Lease on* August 15, 2023 (see Notes7* and15, Leases and Subsequent Events). The Company's chief executive officer is an executive and director of Sierra Clean Processing LLC.

On* May 17, 2024,the chief executive officer purchased 1,250,000 restricted shares of the Company's common stock at a price of $0.40 per share, or $500,000 in net proceeds. Separately, the chief executive officer entered into a personal promissory note with Alvin Fund LLC, who is separately a creditor and shareholder of the Company. The promissory note has a principal of $1,100,000 and accrues interest at 6% per annum forone* year and 8% per annum thereafter and maturesthree years from the date of issuance. The obligations under the chief executive officer's personal promissory note are secured by a security interest in SSOF shares owned by the chief executive officer. The chief executive officer assigned 500,000 shares of SSOF owned by him to the Alvin Fund LLC as partial consideration for the extension of credit. The Company isnot a party to the chief executive officer's arrangements with the Alvin Fund LLC.

NOTE15 SUBSEQUENT EVENTS

On* July 1, 2024,the Company, as lessee, signed a Real Estate and Building Lease Agreement with Sierra Clean Processing LLC to lease real property and improvements located in Silver Springs, Nevada. The SCP Building Lease is under afive-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 thefirst* twelve rent payments,$75,000 per month for the nexttwelve months and*$80,000* per month for the lastthirty-six months of the lease term. The Company's chief executive officer is an executive and director of SCP.

From* July 1,through July 17, 2024,pursuant to the2024* ClearThink Agreement, the Company issued 6,704,146 registered shares of common stock of the Company to ClearThink for an aggregate sales price of $1,000,000 at an average price per share of $0.15. On* July 18, 2024,the Company elected to terminate all future offers and sales pursuant an Equity Purchase Agreement (the “Sales Agreement”) with ClearThink Capital Partners LLC (“ClearThink”) and the Company filed a prospectus supplement to reflect the reduction in the aggregate offering dollar amount of securities to be offered and sold from $5,000,000 to $4,250,000, and accordingly, the2024* ClearThink Agreement hasno remaining capacity (see Note10, Equity).

From* July 1,through July 19, 2024,*pursuant to the Kips Bay Note, the Company issued 2,967,160 shares to Kips Bay at a conversion price of $400,000 at an average conversion price of $0.135. The Company also issued an additional 786,521 shares to Kips Bay in compliance with a most favored nation (“MFN”) clause associated with past conversions.

On* July 19, 2024,the Company entered into a securities purchase agreement (the “Leviston Securities Agreement”) with Leviston Resources LLC (“Leviston”), relating to the issuance of an 8.0% convertible promissory note due October 31, 2025 (the “Leviston Convertible Note”). The Convertible Note was issued with an original aggregate principal amount of $2,717,500 (the “Principal Amount”) and an 8% original issue discount and the Company received cash of$2.5* million. The Convertible Note accrues interest at a per annum interest rate of 8% and is redeemable for30-days following closing at 125% of the Principal Amount, plus accrued interest. The Company agreed to, and on* August 6, 2024,issued Leviston (i)337,787 restricted shares of the Company’s common stock representing 2% of the Principal Amount, based on a price per share equal to the20*-day VWAP for the period beginning on the10th trading day prior to the closing of the Convertible Note and ending on the10th trading day after the closing of the Convertible Note (the “VWAP Period”), and (ii)506,681 registered shares of the Company’s common stock representing 3% of the Principal Amount of the Convertible Note (the “Registered Commitment Shares”), based on a price per share equal to the20-day VWAP for the VWAP Period, in each case, forno additional consideration.

On* July 19, 2024,*the Company redeemed $500,000 of principal on the Kips Bay Note at a 10% redemption premium for $550,000.

On* July 24, 2024,*pursuant to the Leviston Convertible Note, the Company issued 5,974,124 registered shares to convert $717,500 of the Convertible Note plus $2,382 of accrued interest at conversion price of $0.12 leaving the remaining principal balance of the Convertible Note at $2,000,000.

The Company is currently assessing an agreement with an affiliate company of Kevin Kreisler, the Company’s director and chief technology officer, pursuant to which the Company would agree to acquire substantially all of the issued and outstanding equity of a publicly traded entity in connection with the Company’s ongoing evaluation of various alternatives to monetize certain non-strategic assets. Pursuant to the agreement, Mr. Kreisler agreed to contribute his beneficial ownership interest in the entity to the Company forno additional consideration, and the Company agreed to reimburse certain transaction expenses of approximately $41,860 incurred by Mr. Kreisler.No formal agreement has been consummated between the Company and the affiliated company of Mr. Kreisler.

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On* August 2, 2024,the Company issued 187,237 shares of unregistered restricted common stock with a fair value of $42,115 to Alvin Fund in lieu of cash payments from interest under the Alvin2023* Note.

On* August 7, 2024,the Company signed indicative term sheets for $325 million in funding with SBC Commerce LLC (“SBCC”), subject to final due diligence and applicable regulatory approvals. The term sheets include $275 million of direct investment into the Company’sthree* main operating subsidiaries, including a $3 million direct equity investment into Comstock Inc. summarized as follows:

Additionally, the Company has also agreed to the sale of directly owned Nevada real estate and water rights for additional gross proceeds of $50 million.

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