Comstock Inc

NOTE1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REFERENCES TO THE COMPANY

Unless 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 andnine-months ended* September 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* September 30, 2024*, and our results of operations and changes in equity for thethree andnine-months ended* September 30, 2024and2023*, and our cash flows for thenine-months ended* September 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 $312,832,590 at* September 30, 2024*. For thenine-months ended* September 30, 2024*, the Company recognized a net loss of $30,565,175, and cash and cash equivalents decreased by $2,422,250 from $3,785,577 at* December 31, 2023* to $1,363,327 at* September 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 the equity under our existing shelf registration statement and private placements, issuance of subsidiary-level equity, planned licensing and related engineering services from our fuels business, 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 or non-registered equity issued directly from certain subsidiaries. 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. We will adopt this guidance prospectively on January 1, 2025*for any newly formed joint ventures entities.

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 guidance will likely result in additional required disclosures when adopted. The new disclosure requirements will be included in our consolidated financial statements for the year ended December 31, 2024.Segment disclosure for the comparative year ended December 31, 2023*will be modified to include the new requirements. New disclosures will include our significant segment expense categories and amounts for each reportable segment, our chief operating decision maker and how the chief operating decision maker uses each reported measure of segment profit and loss to assess performance and allocated resources to the segment.

In* December 2023,the FASB issued ASU2023*-09 (Topic740*) Improvements to Income Tax Disclosures*. The new guidance is intended to enhance annual income tax disclosures to address investor requests for more information about the tax risks and opportunities present in an entity’s operations. The amendments in this standard require disclosure of additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate (the rate reconciliation) for federal, state, and foreign income taxes. They also require greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. In addition to new disclosures associated with the rate reconciliation, the amendments in this update require information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. The amendments in this update are effective for annual periods beginning after* December 15, 2024,and early adoption is permitted. The Company plans on adopting this standard on January 1, 2025.*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* September 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* September 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 $0.2 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 thenine-months ended* September 30, 2024* and2023, Comstock paid $2,164,364 and $3,600,000, 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* September 30, 2024*, the shares had a fair value of $1,188,862 based on the closing trading price of Comstock’s common stock at the end of the period. During thethree andnine-months ended* September 30, 2024*, the Company recognized a gain on the change in fair value of this asset from* May 17, 2024to September 30, 2024*of $776,656 and $493,892, respectively, which is included in other income (expense) in the condensed consolidated statements of operations.

For thethree andnine-months ended* September 30, 2024*, the Company recorded $425,872 and $1,599,011, respectively, in equity loss from affiliates for our investment in GenMat.

For thethree andnine-months ended* September 30, 2023*, the Company recorded $533,635 and $1,322,844, respectively, in equity loss from affiliates for our investment in GenMat.

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

See Note15, Subsequent Events, for GenMat.

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* andnine-months ended* September 30, 2024*, the Company recorded $1,952 in equity income and $1,694 in equity loss from affiliates for our investment in Pelen. For thethree andnine-months ended* September 30, 2023*, the Company recorded $2,100 in equity income and $14,957 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* September 30, 2024*, the future remaining payments, net implied interest, totaled $1,122,424 (see Note6, Accrued Expenses and Other Liabilities). For thethree andnine-months ended* September 30, 2024*, the Company recorded $25,964 and $74,364, respectively, in equity loss from affiliates for our investment in the Developer. During thethree andnine-months ended* September 30, 2024*, Comstock paid $60,000 and $240,000, 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 during2025.

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. In thethird quarter of2024, SSOF issued additional equity at $1.80 per share tothird-party investors and decreased our ownership to 17.38%. The Company monitors additional equity issuances of SSOF to assess whether the equity securities issued are similar investments requiring adjustments of our investments carrying value to fair value. At* September 30, 2024*,no adjustments were made to our investments carrying value as a result of the SSOF equity issuances.

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 thenine-months ended* September 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 17.38% at* September 30, 2024*.

The Company's chief executive officer is an executive of SSOF.

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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. 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 andnine-months ended* September 30, 2023*, the Company recognized a loss of $1,100,000 and $1,865,000, respectively, on the investment included in gain on investments in the condensed consolidated statements of operations.

NOTE3 NOTES RECEIVABLE AND ADVANCES, NET

Notes receivable and advances, net at* September 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. RenFuel fully satisfied the term loan by issuance of the Senior Secured Convertible Note.

For thenine-months ended* September 30, 2024*, the Company funded $1,350,000, which included $450,000 of legal fees, to RenFuel in accordance with the Senior Secured Convertible Note. For thethree andnine-months ended* September 30, 2024*, the Company recognized interest income of $20,613 and $32,958, respectively. As of* September 30, 2024*, the Company recorded an interest receivable of $32,958 in prepaid expenses and other current assets on our condensed consolidated balance sheet.

GenMat Advances

The GenMat advances balance includes $1,235,636 in cash advanced to GenMat during thenine-months ended* September 30, 2024*, and $1,188,862 which represents the fair value of the Company's common stock held by GenMat. The fair value is determined based on the trading price of the Company's stock on* September 30, 2024*. The fair value of the common stock held by GenMat will be applied against future investment in GenMat by the Company (see Note2, Investmentsand Note11**, Fair Value Measurements). The advances are non-interest bearing.

NOTE4 PROPERTIES, PLANT AND EQUIPMENT, NET AND MINERAL RIGHTS

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

During thethree-months ended* September 30, 2024and2023*, we recognized depreciation expense of $143,265 and $142,915, respectively. During thenine-months ended* September 30, 2024and2023*, we recognized depreciation expense of $422,263 and $478,388, respectively. At* September 30, 2024* and* December 31, 2023,the Company had $433,411 and $402,931, respectively, of properties, plant and equipment that werenot* yet placed in service and havenot yet been depreciated. In thethird quarter of2024, the Company impaired obsolete equipmentnot yet placed in service in our Corporate segment. For thethree andnine-months ended* September 30, 2024*, the Company recorded an impairment loss of $324,047 for equipment recorded in impairment of properties, plant and equipment in our condensed consolidated statement of operations.

Mineral Rights and Properties

Our properties at* September 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 thenine-months ended* September 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 subsequent quarterly lease payments of $375,000 for the nextthree and a half years, and then remaining 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 andnine-months ended* September 30, 2024*, we recorded revenue of $390,625 and $1,171,876, respectively, which includes the quarterly lease payments of $1,125,000 and amortization of the lease initiation fee of $46,876. For thethree andnine-months ended* September 30, 2023*, we recorded revenue of $490,625 which included thefirst quarterly lease payment of $475,000 and amortization of the lease initiation fee of $15,625. In2024, the Company committed a plan to sell the mineral properties in Storey County, Nevada and $1,171,874 of deferred revenue for the initiation fee remains and is 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 assets held for sale on the condensed consolidated balance sheet as of* September 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* September 30, 2024*, assets held for sale include mineral rights with a balance of $1,321,297.

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 and reclassified those water rights to Assets Held for Sale on the condensed consolidated balance sheet.

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

NOTE5 INTANGIBLE ASSETS

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

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

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For thethree-months ended* September 30, 2024and2023*, amortization expense related to intangible assets was $404,867 and $500,450, respectively. For thenine-months ended* September 30, 2024and2023*, amortization expense related to intangible assets was $1,411,615 and $1,501,352, respectively.

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

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

In thethird quarter of2024, we determined that our ability to reprocess clean and reusable materials doesnot require the use of developed technology that we acquired in2021. As a result, the Company recorded an impairment of $8,655,176 for the net balance of the intangible associated with the developed technology in our Metals Segment. In addition, we impaired intangible assets related to trademark of $5,133 in our Corporate Segment and license of $7,560 in our Strategic Investment Segment. The total impairment in intangible assets of $8,667,869 was recognized during the quarter andnine months ended* September 30, 2024*in our condensed consolidated statement of operations.

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 operating facilities. As of* September 30, 2024*, we have obtained thethree license agreements andno additional license payments are anticipated. As of* September 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. On September 20, 2024,the Company paid an additional $100,000 to FPC from future cash flows with a remaining balance of $16,550,000. The Company’s chief technology officer and a member of the Company's board of directors, is also the owner of 100% of the outstanding common stock of FPC and as such was the indirect beneficiary of all payments made to FPC pursuant to the FPC Asset Purchase Agreement (see Note14,* Related Party Transactions).

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NOTE6 ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities at* September 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. 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. For thethree andnine-months ended* September 30, 2023*, the Company expensed $444,057 and $1,332,169, respectively, for the2023 accrued incentive compensation. The Company's Compensation Committee of the Board of Directors determined that the estimated $1,332,169 for the2023 incentive compensation shall be canceled based on the progress assessed on the objectives of the incentive plan. The Company accordingly reduced the estimated2023 incentive accrual in thesecond andthird quarters of2024 by $507,169 and $825,000, respectively. For thethree andnine-months ended* September 30, 2024*, the Company expensed $670,313 and $1,082,813, respectively, for the2024 accrued incentive compensation in the condensed consolidated financial statements. As of* September 30, 2024*, the2024 incentive compensation of $1,082,813 accrued to date is expected to be paid during2025.

As of* September 30, 2024*, the short-term payable to a research and development company of $453,059 and long-term payable of $669,365 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 andnine-months ended* September 30, 2024*, the Company recognized interest expense of $31,997 and $76,464, respectively. During thethree andnine-months ended* September 30, 2024*, Comstock paid $60,000 and $240,000, respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement.

As of* September 30, 2024*, the LINICO contractual commitment of $3,243,853 consists of make whole payments due to the former chief executive officer of LINICO (see Note11, Fair Value Measurements - LINICO Derivative Instrument).

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 thenine-months ended* September 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 (the “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. 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. For thethree* andnine-months ended* September 30, 2023,*the Company recognized a gain on sale of the Facility of $7.1 million and $7.3 million, respectively.

On* April 21, 2023,the Company and ABTC entered into a pre-closing lease agreement for the Facility whereby ABTC could use the Facility until the time the sale is finalized. The terms of the lease agreement commenced on April 21, 2023,and ended on June 30, 2023with ABTC paying $1 in rent per month. On June 30, 2023,the lease term was automatically extended after June 30, 2023,on a month-to-month basis, and monthly rent increased to $175,000 per month. Under the lease terms, ABTC was responsible for payment of all taxes and operating costs associated with the Facility. In thethird* quarter of2023, the Company received $237,473 in rental income from ABTC for renting the Facility prior to the closing date in* August**2023,* at which time the lease was terminated.

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 andnine-months ended* September 30, 2024*, the Company recognized $79,935 and $1,447,985, respectively, of research and development expense. During thethree andnine-months ended* September 30, 2023*, the Company recognized $79,935 and $239,805, respectively, of research and development expense associated with payments under this agreement.

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.

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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 andnine-months ended* September 30, 2024*, short-term operating lease expense was $25,199 and $70,699, respectively. For thethree andnine-months ended* September 30, 2023*, short-term operating lease expense was $44,789 and $75,367, 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* andnine-months ended* September 30, 2024*, the fixed operating lease expense was $14,908 and $44,724, respectively. For thethree andnine-months ended* September 30, 2023*, the fixed operating lease expense was $9,939. The Company's chief executive officer is an executive and director of SCP.

On* July 1, 2024,the Company, as lessee, signed a Real Estate and Building Lease Agreement (the “SCP Real Estate and Building Lease”) with SCP to lease real property and improvements located in Silver Springs, Nevada. The SCP Real Estate and Building Lease is under 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 and all lease payments were recognized as rental expense. Under the SCP Real Estate and Building Lease, rent will commence and remain at $30,000 per month until all necessary and required permits are secured and operations commence. At lease inception, the SCP Real Estate and Building Lease was classified as an operating lease with a lease term often years based on the assumption that the Company will elect to extend the lease. At* August 1, 2024,the Company recorded a right-of-use asset and lease liability of $4,567,814 and $4,567,814, respectively, at a discount rate of 12.95%. For thethree* andnine-months ended* September 30, 2024,the fixed operating lease expense was $145,250. For thethree* andnine-months ended* September 30, 2023,*no fixed operating lease expense was expensed on the SCP Real Estate and 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* September 30, 2024and2023*, revenues from operating leases on our land and building leased to others totaled $37,200 and $269,298, respectively. For thenine-months ended* September 30, 2024and2023*, revenues from operating leases on our land and building leased to others totaled $109,125 and $335,373, respectively. Revenues from operating leases in thethird quarter of2023 include $237,473 from the ABTC operating lease on the Facility.

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

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**NOTE8 ** DEBT OBLIGATIONS

Debt at* September 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* September 30, 2024and2023*, the Company recognized interest expense of $129,758 and $160,188, respectively, including OID amortization of $0 and $95,309, respectively, in connection with the GHF2021 Note. During thenine-months ended* September 30, 2024and2023*, the Company recognized interest expense of $422,089 and $475,340, respectively, including OID amortization of $116,028 and $282,819, 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* September 30, 2024and2023*, the Company recognized interest expense of $80,658 and $108,384, respectively, including OID amortization of $0 and $63,014, respectively, in connection with the Alvin Fund2022 Note. During thenine-months ended* September 30, 2024and2023*, the Company recognized interest expense of $240,220 and $321,617, respectively, including OID amortization of $0 and $186,986, 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* September 30, 2024and2023*, the Company recognized interest expense of $64,208 and $0, respectively, including OID amortization of $0 and $0, respectively, in connection with the Alvin Fund2023 Note. During thenine-months ended* September 30, 2024and2023*, the Company recognized interest expense of $226,310 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).

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Leviston Resources LLC Unsecured Convertible Note

On* July 19, 2024,the Company entered into a securities purchase agreement (“2024* Leviston Agreement”) for an unsecured convertible promissory note (the “Leviston Note”) with Leviston Resources LLC ("Leviston") with a principal amount of $2,717,500, of which $2,500,000 was funded and $217,500 was an original issue discount. The full principal was due on* October 31, 2025.Interest was payable monthly at a rate of 8% annually. The Company could redeem the Leviston Note for cash30*-days following closing at 125% of the face value, plus accrued interest.

In accordance with the agreement, on* August 6, 2024,*the Company issued a total of 844,468 shares of its common stock (337,787 restricted and 506,681 registered) with a fair value of $135,875 to Leviston as a loan commitment fee.

The Leviston Note contained conversion terms that are based on percentages of trading price and volumes over defined measurement periods. The terms required the conversion option to be bifurcated as a derivative. As of* July 19, 2024,the Company bifurcated the conversion feature and recorded a derivative liability with a corresponding additional to debt discount of $1,210,000 reflected in our consolidated balance sheet. The derivative was valued using a Monte Carlo valuation model with a conversion price equal to the lower of (i) the closing day price times 150% or (ii)80% of minimum historical10* day VWAP, discount rate of 35%, risk free rate of 4.65%, and volatility of 79.0%. During thethree andnine-months ended* September 30, 2024,*the Company recognized interest expense of $75,452 and including OID amortization of $59,370 in connection with the Leviston Note.

As of* September 30, 2024*, the Company delivered 24,680,175 shares of common stock with a fair value of $3,957,052 at an average conversion price per share of $0.16 upon the conversion of a principal balance of $2,717,500 and accrued interest of $16,082. As of* September 30, 2024*, the Leviston Note was fully converted.

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

Kips Bay Select LP Unsecured2023* Convertible Note*

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

The2023 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 the2023* 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 the2023* Kips Bay Note, or $92,105, also at $0.511 per share.

The2023 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* September 30, 2024*, and* December 31, 2023*, the Company has a derivative liability balance of $10,000 and $1,360,000, respectively, associated with this conversion option and reflected in our condensed consolidated balance sheet. During thethree-months ended* September 30, 2024and2023*, the Company recognized interest expense of $154,789 and $0, respectively, which includes OID amortization of $128,526 and $0, respectively, in connection with the2023 Kips Bay Note. During thenine-months ended* September 30, 2024and2023*, the Company recognized interest expense of $980,498 and $0, respectively, which includes OID amortization of $792,985 and $0, respectively, in connection with the2023 Kips Bay Note.

On* July 19, 2024,the Company redeemed $500,000 of principal on the2023* Kips Bay Note at a 10% redemption premium, for $550,000 in cash. During thethree andnine-months ended* September 30, 2024*, the Company recognized loss on debt extinguishment of $222,634.

As of* September 30, 2024*, the Company delivered 22,412,980 shares of common stock with a fair value of $5,566,817 at an average conversion price per share of $0.25 upon the conversion of a principal balance of $4,263,908 and accrued interest of $181,854 (see Note15, Subsequent Events).

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

Kips Bay Select LP Unsecured2024* Convertible Note*

On* September 19, 2024,the Company entered into a securities purchase agreement (“2024* Kips Bay Agreement”) for an unsecured convertible promissory note (the*“2024* Kips Bay Note”) with Kips Bay with a principal amount of $5,319,149, of which $319,149 was an original issue discount. The full principal is due on* January 19, 2026.Interest is payable monthly at a rate of 6% annually. On September 19, 2024,Kips Bay funded an initial tranche of $3,500,000, which shall result in an aggregate principal amount of $3,723,404 ($3,500,000 in cash plus original issue discount of $223,404). On October 30, 2024,the Company mayelect to request an additional funding of $1,500,000, which shall result in a principal amount for suchsecond* tranche of $1,595,745 ($1,500,000 in cash plus $95,745 of original issue discount). The Company can redeem the2024 Kips Bay Note for cash30-days following closing at 120% of the face value, plus accrued interest. The note requires the Company to pay a loan commitment fee of $186,170 in the form of shares of its common stock. As of* September 30, 2024,*the Company recorded a stock payable of $186,170 as a non-current other liability on the condensed consolidated balance sheet. The amount was recognized as additional discount on the note.

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The2024 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* September 19, 2024,the Company bifurcated the conversion feature and recorded a derivative liability with a corresponding additional to debt discount of $1,120,000 reflected in our consolidated balance sheet. The derivative was valued using a Monte Carlo valuation model with a conversion price equal to 88% of theseven* day VWAP, discount rate of 35%, risk free rate of 3.75%, and volatility of 78.0%. During thethree andnine-months ended* September 30, 2024,the Company recognized interest expense of $41,733 and including OID amortization of $35,001 in connection with the2024* Kips Bay Note.

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* September 30, 2024and2023*, the Company recognized interest expense of $6,797 and $0, respectively, in connection with the AQMS notes payable. During thenine-months ended* September 30, 2024and2023*, the Company recognized interest expense of $29,921 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 contained conversion terms that were based on percentages of trading price and volumes over defined measurement periods. The Ionic Note required the conversion option to be bifurcated as a derivative.

As of* September 30, 2023,the Company delivered 9,309,375 shares of common stock with a fair value of $4,499,598 at an average alternate conversion price per share of $0.48 with a principal balance of $3,150,000 and accrued interest of $103,912. During thethree* andnine-months ended* September 30, 2023,the Company recorded a gain on conversion of debt of $289,512 and $51,856, respectively. 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* andnine-months ended* September 30, 2023,the Company recognized interest expense of $35,468 and $285,772, respectively, which includes OID amortization of $22,357 and $189,938, respectively, in connection with the Ionic Note. The Ionic Note was fully converted in2023.*

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* September 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 September 30, 2024*, this commitment has been satisfied with advances made to RenFuel (see Note3, Notes Receivable and Advances, net).

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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 andnine-months ended* September 30, 2024*, the Company recorded $350,700 and $818,300, 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. For thethree-months ended* September 30, 2024and2023*, the Company recognized director fees expenses of $250,000 and $360,275, respectively. For thenine-months ended* September 30, 2024and2023*, the Company recognized director fees expenses of $675,000 and $606,825, respectively. As of* September 30, 2024* and* December 31, 2023*, director fee compensation included in accounts payable on the condensed consolidated balance sheet was $162,500 and $87,500, respectively. As of* September 30, 2024* and* December 31, 2023,the Company accrued $875,000 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.

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.

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NOTE10 EQUITY

Issuance of Registered Shares of Common Stock

On* August 6, 2024,pursuant to the2024* Leviston Agreement, the Company issued to Leviston 506,681 registered shares, with a fair value of $81,525, of the Company's common stock representing 3% of the principal amount of the Leviston Note 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 Leviston Note and ending on the10th trading day after the closing of the Leviston Note (the “VWAP Period”) forno additional consideration (see Note8, Debt Obligations).

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* September 30, 2024*, the Company issued 20,787,773 registered shares of common stock to ClearThink for an aggregate sales price of $4,250,000 at an average price per share of $0.20. On* July 18, 2024,the Company elected to terminate all future offers and sales pursuant to the2024* ClearThink Agreement and the Company filed a prospectus supplement to reflect the reduction in the aggregate offering dollar amount of securities to offered and sold from $5,000,000 to $4,250,000, and accordingly, the2024 ClearThink Agreement hasno remaining capacity as of* September 30, 2024*.

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 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 September 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 thenine*-months ended* September 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* September 30, 2024*, the2022 Tysadco Sales Agreement hadno remaining capacity.

Issuance of Unregistered Shares of Common Stock

In2024, the Company issued 1,388,766 shares of unregistered restricted common shares with a fair value of $384,241 to Alvin Fund in lieu of cash payment from interest under the Alvin Fund2022 Note and the Alvin Fund2023 Note. In2023, the Company issued 345,110 shares of unregistered restricted common shares with a fair value of $152,877 to Alvin Fund LLC in lieu of cash payments for interest under the Alvin Fund2022 Note.

On* September 3, 2024,*the Company issued 2,920,702 shares of unregistered restricted common stock with a fair value of $482,500 to Northern Comstock LLC as payment for obligations due under the Northern Comstock operating agreement.

On* August 16, 2024,*the Company issued 5,000,000 shares of restricted unregistered common stock to a single investor for $1,000,000 in cash.

On* August 6, 2024,pursuant to the2024* Leviston Agreement, the Company issued to Leviston Resources LLC (“Leviston”)337,787 restricted shares, with a fair value of $54,350, of the Company's common stock representing 2% of the principal amount of the Leviston Note based on a price per share equal to the20-day VWAP for the VWAP period forno additional consideration (see Note8, Debt Obligations).

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 in cash (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 in cash.

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* August 25, 2023,*the Company issued 963,074 shares of unregistered restricted common stock with a fair value of $482,500 to Northern Comstock LLC as payment for obligations due under the Northern Comstock operating agreement.

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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 September 30, 2024* and* December 31, 2023,*the Company owns 100% of LINICO.

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 the Company’s ownership in Comstock Metals to 96% with a noncontrolling interest of 4%. As of* September 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* andnine-months ended* September 30, 2024*, the Company recognized share-based compensation of $43,150 and $129,450, respectively. At* September 30, 2024*, unamortized stock-based compensation for the equity award was $589,717 and will be amortized over the remaining vesting term of 3.50 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* September 30, 2024* and* December 31, 2023* are as follows:

During thenine-months ended* September 30, 2024and2023*, no warrants to purchase common stock were issued, exercised, or expired. During thesecond quarter2024, 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* September 30, 2024*:

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

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

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 andnine-months ended* September 30, 2024and2023*, at fair value:

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At* September 30, 2024*,* December 31, 2023* and* September 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 $0.47, $0.55 and $0.41, respectively.

2023 Kips Bay Select LP Conversion Option

On* December 27, 2023,the Company recorded a derivative liability on the consolidated balance sheets in connection with the2023* Kips Bay Note. On that date, the $1,360,000 fair value of the derivative liability was determined based on bifurcation of the derivative conversion option from the2023 Kips Bay Note. On* January 27, 2024,the Company recorded an additional $836,000 associated with the additional borrowings under the2023* Kips Bay Note (see Note8, Debt Obligations). 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%. For debt conversions occurring during2024* and for the valuation at* September 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 range of 35% to 35%, risk free rate range of 4.30% to 5.13%, and volatility range of 61.0% to 96%. Duringthree andnine-months ended* September 30, 2024*, $55,206 and $725,125, respectively, of the derivative liability was decreased in connection with the conversion of the related debt into shares of common stock. The derivative liability was classified within Level3 of the valuation hierarchy.

2024 Kips Bay Select LP Conversion Option

On* September 19, 2024,the Company recorded a derivative liability on the condensed consolidated balance sheets in connection with the2024* Kips Bay Note (see Note8, Debt Obligations). On that date, the $1,120,000 fair value of the derivative liability was determined based on the bifurcation of the derivative conversion option from the2024 Kips Bay Note. The derivative was valued using a Monte Carlo valuation model with a conversion price equal to 88% of theseven day minimum VWAP, discount rate of 35%, risk free rate of 3.75%, and volatility of 78.0%. At* September 30, 2024*, the derivative was valued using a Monte Carlo valuation model with a conversion price equal to 88% of theseven day minimum VWAP, discount rate of 35%, risk free rate of 3.81%, and volatility of 81.0%. Duringthree andnine-months ended* September 30, 2024*, $0 of the derivative liability was converted. The derivative liability was classified within Level3 of the valuation hierarchy.

Leviston Resources LLC Conversion Option

On* July 19, 2024,the Company recorded a derivative liability on the condensed consolidated balance sheets in connection with the Leviston Note (see Note8,* Debt Obligations). On that date, the $1,210,000 fair value of the derivative liability was determined based on the bifurcation of the derivative conversion option from the Leviston Note. For debt conversions occurring duringthird quarter of2024, the derivative was valued using a Monte Carlo valuation model with a conversion price equal to the lower of (i) the closing day price times 150% or (ii)80% of minimum historical10 day VWAP, discount rate range of 35% to 35%, risk free rate range of 4.33% to 4.65%, and volatility range of 70.0% to 79.0%. Duringthree andnine-months ended* September 30, 2024*, $1,080,000 of the derivative liability was decreased in connection with the conversion of the related debt into shares of common stock. At* September 30, 2024,the Leviston Note was fully 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 and removed the requirement to account for the commitment as a derivative. 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 agreement was amended in2024 (see Note7, Leases) increasing the commitment by $100,000 from $2.1 million to $2.2 million. During thenine-months ended* September 30, 2024* and the year-ended* December**31,* 2023, the Company paid Haywood $300,000 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* September 30, 2024*, the fair value of the 3.0 million shares was based on the closing price per share of our common stock of $0.47 and the fair value of the derivative asset was $428,850. The derivative liability is classified within Level2 of the valuation hierarchy.

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LINICO Derivative Instrument

On* December 30, 2021,the Company entered into an agreement to acquire 3,129,081 LINICO common shares from its former chief executive officer and director in exchange for 3,500,000 shares of the Company's common stock. If and to the extent that the sale of the shares results in net proceeds greater than $7,258,162, then former chief executive officer was required to pay all of such excess proceeds to the Company. If and to the extent that the sale of the shares results in net proceeds less than $7,258,162, then the Company was required to pay the former chief executive officer equal to such shortfall. In2024,* the former chief executive officer sold 3,500,000 of the Company's shares for net proceeds of $1,064,309. Net proceeds from the sale of the Company's shares of $1,064,309 and make whole cash payments to date of $2,950,000 resulted in a short fall of $3,243,853 of the contract consideration of $7,258,162. The Company included a payable of $3,243,853 recorded in accrued expenses and other liabilities in our condensed consolidated balance sheet (see Note6, Accrued Expenses and Other Liabilities). The derivative liability was 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* andnine-months ended* September 30, 2023*, the Company recorded a gain of $76,667 and a loss of $1,099,587, 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* September 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 andnine-months ended* September 30, 2024*, 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 andnine-months ended* September 30, 2023*, the calculation of incremental shares for diluted weighted average shares outstanding didnot include the following items due to their anti-dilutive impact:439,583 performance award shares,527,500 market condition award shares, and 700,000 warrant shares. Additionally, the incremental share calculation for thenine-months ended* September 30, 2023*, didnot include the anti-dilutive impact of 1,718,952 convertible debt shares.

For thethree andnine-months ended* September 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 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 thenine-months ended* September 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* September 30, 2024*, the Company’s total investment in SSOF was $19,575,000, representing 10,875,000 common shares of SSOF, or 17.38% 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 13.85% 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 high tech companies like Tesla, Switch, Google, Microsoft, Tract 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. On September 20, 2024,*the Company paid an additional $100,000 to FPC from future cash flows with a remaining balance of $16,550,000.

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* September 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, 2023and a Real Estate and Building Lease on July 1, 2024 (see Note7,* Leases). 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 (“Alvin”), who is separately a creditor and shareholder of the Company. The promissory note has a principal of $1,100,000 and accrues interest at 6% per annum 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 as partial consideration for the extension of credit. The Company isnot a party to the chief executive officer's arrangements with the Alvin.

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NOTE15 SUBSEQUENT EVENTS

On* October 1, 2024,pursuant to the2023* Kips Bay Note, the Company issued 547,605 shares to Kips Bay at a conversion price of $149,004 at an average conversion price of $0.27. The Company plans to pay the remaining principal balance of $361,419 with cash in thefourth quarter of2024.

In* October 2024,pursuant to the2024* Kips Bay Note, the Company issued 1,392,219 shares to Kips Bay at a conversion price of $536,840 at an average conversion price of $0.39.

On* October 1, 2024,the Company executed an Exclusive License Agreement (“ELA”) and a Cooperative Research and Development Agreement (“CRADA”) with Alliance for Sustainable Energy LLC (“Alliance”), the managing and operating contractor of the U.S. Department of Energy’s (“DOE”) National Renewable Energy Laboratory (“NREL”), involving technologies developed by NREL and the Massachusetts Institute of Technology (“MIT”) for conversion of lignocellulosic biomass into aromatic sustainable aviation fuel (“SAF”). NREL and MIT are separately party to an Inter-Institutional Agreement that appointed NREL the exclusive right to license NREL’s and MIT’s joint intellectual properties. The ELA provides the Company with the exclusive worldwide right to use the NREL technologies in the processing and conversion of seed plants to renewable fuels and renewable fuel feedstocks, subject to limited geographic restrictions, in exchange for royalty and other fees linked to sales of licensed products and sublicensing. The terms of the CRADA involve athree*-year scope of work to jointly develop an integrated process based on the Company's existing process and the NREL technologies for the solvocatalytic refining of woody biomass into aromatic SAF and other renewable fuels. The Company will fund the research and contribute staff, equipment, and use of its pilot facility in Wisconsin and the joint work will be supported by NREL, MIT, and Washington State University.

On* October 1, 2024,*the Company entered into a binding letter agreement (the “Letter Agreement” with Deep Interstellar Research LLC (“DIR”) and Quantum Generative Materials LLC (“GenMat”) to (i) separate GenMat’s materials development activities (“Materials Science Business”) and space development activities (“Space Business”); (ii) assign all assets, operations, and liabilities relating to the Materials Business to GenMat; (iii) assign all assets, operations, and liabilities relating to the Space Business to GenMat Development LLC; (iv) exchange 100% of GenMat’s equity in GenMat Development LLC for 100% of DIR’s equity in GenMat; and (v) devise and implement a mutually agreeable transition plan to assist GenMat in developing independent operations for the Material Science Business without the need for support from assets, personnel, and vendors that are utilized by the Space Business. In connection with the foregoing transactions, GenMat will additionally pay $1,000,000 to the founder of GenMat in exchange for assignment of all rights to related intellectual properties, plus a contingent earn-out payment equal to 3% of either (a) the consideration paid in connection with the liquidation of substantially all of the equity of GenMat in excess of $100,000,000, or (b) the funds raised by GenMat upon completion of an initial public offering of GenMat at a valuation in excess of $100,000,000. Upon completion of the transactions described above, GenMat will become a 100% owned subsidiary of the Company.

On* October 7, 2024,pursuant to the2024* Kips Bay Note, the Company issued Kips Bay 406,352 registered shares of the Company's common stock representing 3% of the principal amount of the2024 Kips Bay Note, based on a price per share equal to the20-day VWAP for the period beginning on the10th trading day prior to the closing of the2024 Kips Bay Note and ending on the10th trading day after the closing of the2024 Kips Bay Note (the “VWAP Period”), forno additional consideration. On* October 9, 2024,pursuant to the2024* Kips Bay Note, the Company issued Kips Bay 270,901 restricted shares of the Company's common stock representing 2% of the principal amount of the2024 Kips Bay Note, based on a price per share equal to the20-day VWAP for the VWAP period, forno additional consideration.

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