Comstock Inc

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Comstock Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Comstock Inc. (“the Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/Assure CPA, LLC

We have served as the Company’s auditor since 2020.

Spokane, Washington

PCAOB ID:444

March 6, 2025

CONSOLIDATED BALANCE SHEETS

AS OF December 31, 2024 and 2023

CONSOLIDATED BALANCE SHEETS (Continued)

AS OFDecember 31, 2024 and 2023

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REFERENCES TO THE COMPANY

Unless context otherwise indicates, the termswe,us,our,Comstock, or theCompanymean Comstock Inc., and its subsidiaries on a consolidated basis.

DESCRIPTION OF THE BUSINESS

Comstock innovates and advances technologies that enable the production of energy from waste and/or under-utilized natural resources and the extraction and conversion of minerals and metals critical for energy generation and storage. Comstock has developed and is commercializing sustainable products and solutions that integrate into and leverage existing infrastructure and supply chains and provide clean energy sources and materials supporting clean energy sources that meet the growing global energy demand.

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

Our strategies are based on accelerating the rate that our system innovates, enables, and commercializes material science solutions. Our technologies are designed to reduce reliance on long cycle fossil fuels, shift to short cycle fuels, and lead and support the adoption and growth of the materials necessary to increase the production of global energy.

From2021 through2024, we completed a series of foundational transactions and investments designed to build on our competencies and position us and certain new technologies to address the rapidly growing global demand for energy and to enhance our material development capabilities. Collectively, these transactions added the management, employees, facilities, intellectual properties, and other assets we needed to restructure and transform our company and businesses into leading innovators that commercialize and license technologies that enable the sustainable production of renewable energy, including lignocellulosic fuels, electrification metals and efficient mineral discovery.

Comstock historically focused on natural resource exploration, development, and production, with an emphasis on developing and mining gold and silver resources from its extensive contiguous property holdings in the historic Comstock District in Nevada. We are currently focused on developing technologies that enhance the efficacy and efficiency of mineral exploration and development activities, including advanced data collection capabilities and artificially intelligent interpretive and predictive technologies, while leveraging our extensive database of historical and current geologic data, for breakthrough mineral discovery.

On* February 24, 2025,the Company effected aone*-for-ten (1:10) reverse stock split of its issued and outstanding shares of common stock. In connection with the reverse split, all shares of common stock, stock options, per-share and warrant amounts for all periods presented have been adjusted retrospectively to reflect this reverse stock split. This recast ensures comparability across all periods presented and doesnot impact previously reported net income (loss), total assets, or total liabilities. The reverse stock split didnot impact the total stockholders’ equity, the number of authorized shares of common stock, or the par value per share.

CONSOLIDATED FINANCIAL STATEMENTS

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

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

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SEGMENT INFORMATION

We evaluate each operating segment to determine if it includesone or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, we evaluate those components to determine if they must be aggregated intoone or more operating segments. If applicable, when determining if it is appropriate to aggregate different operating segments, we determine if the segments are economically similar and, if so, the operating segments are aggregated. The chief operating decision maker (“CODM”) over the segments is our executive team consisting of our chief executive officer, chief operating officer and chief technology officer. We have the following five reporting segments: Fuels, Metals, Mining, Strategic Investments and Corporate. Our CODM assesses the Company's performance and allocation of capital resources based on our segments. The Company monitors each reporting segment and has dedicated personnel responsible for each reportable segment. Our Fuels Segment represents our lignocellulosic biomass into biointermediates for refining into renewable fuels. Our Metals Segment represents our recycling of electrification products. Our Mining Segment includes our gold and silver mining assets and related real estate. Our Strategic Investments Segment includes our investments in Green Li-ion and SSOF and our Corporate Segment includes all other assets and general corporate costs. Mining revenue is from leasing mineral claims and other real estate.

Our Fuels Segment is administered by our wholly owned subsidiary, Comstock Fuels Corporation, who develops and commercializes technologies that extract and convert wasted and unused lignocellulosic biomass into intermediates for refining into advanced renewable fuels. Most renewable fuels draw from the same pool of conventional fats, oils and greases (“FOG”) feedstocks, but the total existing FOG supply can only meet a small fraction of the global mobility demand. Comstock Fuels plans to enable and elevate domestic energy production capacity by directly building, owning, and operating a network of U.S. Bioleum Refineries, starting by demonstrating its refining solutions at demonstration scale, with itsfirst planned commercial demonstration facility in Oklahoma. Comstock Fuels also licenses selected technologies to strategic international and domestic partners, including long term feedstock and offtake agreements.

Our Metals Segment is administered by our wholly owned subsidiary, Comstock Metals, and provides environmentally superior end-of-life solar panel recycling for what we believe is a truly sustainable solar panel supply chain and solar energy system. Comstock Metals strives to reliably deliver a100% Zero Landfill Solar Panel Recycling solution for our customers and partners.

During2024, Comstock Metals expanded its metals recycling team, secured all permitting for itsfirst commercial, demonstration scale facility, secured supply agreements from itsfirst customers, commenced production commissioning activities, commissioned the demonstration facility and recognized revenue fromthree sources, that is, service fees for decommissioning, tipping fees for the receipt and storage of end-of-life panels and sales from shipments of recycled aluminum, copper, glass and concentrated silver in tailings.

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

Our Mining Segment generated income in the form of leases, licenses, and related fees and is administered by our wholly owned subsidiaries, Comstock Mining LLC, Comstock Processing LLC and various other local subsidiaries that collectively own, control, or retain a royalty interest intwelve square miles of properties of patented mining claims, unpatented mining claims and surface parcels in northern Nevada, includingsix and a half miles of continuous mineralized strike length (the “Comstock Mineral Estate”).

We own and manage several investments and projects that are strategic to our plans and ability to produce and maximize throughput in our Fuels, Metals and Mining Segments, that are held for the purpose of complimenting or enhancing goals but that arenot a component of such other segments or otherwise have distinct operating activities. Our Strategic Investments Segment includes minority equity, debt and/or equity-linked investments in RenFuel (advanced biofuel development and production), Green Li-ion Pte Limited (lithium-ion battery component recycler and remanufacturing), and Sierra Springs Opportunity Fund (real estate) and other investments.

Corporate Segment

Our Corporate Segment includes our corporate functions and services, including research and development activities that are ongoing outside of the business activities related to our Fuels, Metals, Mining and Strategic Investments Segments.

Each segment has a distinct cost structure with dedicated management personnel with reporting responsibility to the CODM. The CODM makes decisions about allocating resources based on the discrete financial information for each segment. Discrete financial information is available for each operating segment (See Note19).

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BUSINESS COMBINATIONS

The Company applies the acquisition method of accounting for business combinations to all acquisitions where the Company gains a controlling interest, regardless of whether consideration was exchanged. With respect to business combinations, the Company (a) recognizes and measures the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and, (c) discloses the nature and financial effects of the business combination. Accounting for business acquisitions requires us to recognize, separately from goodwill, the assets acquired and the liabilities assumed at their acquisition-date fair values. Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred and the net acquisition-date fair values of the assets acquired and liabilities assumed. While the Company uses our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates inherently are uncertain and subject to refinement. As a result, during the measurement period, which* maybe up toone* year from the acquisition date, the Company* may*record adjustments to the assets, including intangible assets acquired and liabilities assumed with corresponding offsets to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recognized to our consolidated statements of operations. Deferred tax losses created in business combinations for the difference between the historical carryover basis of assets for tax purposes and the stepped-up fair value basis for book purposes are recognized as an increase to goodwill.

ASSET ACQUISITIONS

The cost of a group of assets acquired in an asset acquisition includes the carrying amount of any previously held equity interest, the fair value of any noncontrolling interests, and the fair value of any consideration transferred at the date of acquisition. The cost is allocated to the individual assets acquired or liabilities assumed based on their relative fair values and goodwill isnot recognized. If it is determined that the cost of the acquisition exceeds the fair value of the assets acquired, the difference is allocated pro rata on the basis of relative fair values to increase certain of the assets acquired. All identifiable assets, including intangible assets, are identified and recognized. Deferred tax losses created in asset acquisitions for the difference between the historical carryover basis for tax purposes and the stepped-up fair value basis for book purposes are calculated using a simultaneous equation under the gross up approach and recognized as an increase to the assets to which they relate.

VARIABLE INTEREST ENTITIES

A variable interest entity (“VIE”) refers to a legal business structure in which an investor* mayhave an influential or controlling interest despitenot* having a majority of voting rights, including when the entity invested in is thinly capitalized and its equity isnot sufficient to fund its activities without additional subordinated financial support. An investor in a VIE has a controlling interest if the investor is determined to be the primary beneficiary of the VIE, defined as having the (i) power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, or (ii) obligation to absorb losses of the VIE that could potentially be significant to the VIE, or (iii) right to receive benefits from the VIE that could be significant to the VIE. The Company has also determined that the Company doesnot have a controlling interest in any of its investments, as the Company doesnot meet the definition of primary beneficiary cited above. Accordingly, the accounts of these companies arenot included in our Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

The Consolidated Financial Statements are prepared on the going concern basis of accounting that assumes the realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has had recurring net losses from operations and had an accumulated deficit of approximately $335.7 million at* December 31, 2024*. For the year ended* December 31, 2024*, the Company recognized net loss of $53,402,898 while cash and cash equivalents decreased by $2,831,306 from $3,785,577 at* December 31, 2023* to $954,271 at* December 31, 2024*. The Company intends to fund our operations over the nexttwelve months from issuance of equity under our existing shelf registration statement and private placements, issuance of subsidiary-level equity, planned licensing and related engineering services, sales and deferred revenue from our solar panel recycling business, planned sales of non-strategic assets and other investments, and existing cash and cash equivalents. Based on these expected funding sources, management believes we will have sufficient funds to sustain our operations and meet our commitments under our investment agreements during the12 months following the date of issuance of the consolidated financial statements included herein. While we have been successful in the past in obtaining the necessary capital to support our operations, including registered equity financings from our existing shelf registration statement, non-registered equity placements, non-registered equity issued directly from certain subsidiaries, borrowings, and various other means, there isno assurance we will be able to obtain additional equity capital or other financing, if needed. We intend to fund our operations beyond the nexttwelve months from planned sales of non-strategic assets, sales from our solar panel recycling operations, sales from licensing our lignocellulosic technology and related engineering services, issuance of subsidiary-level equity, and borrowings and other various equity financing alternatives from our existing shelf and other registration statements. There can beno assurance that the Company would be able to take any such actions on favorable terms, in a timely manner, or at all.

USE OF ESTIMATES

In preparation of our consolidated financial statements and related disclosures in accordance with GAAP, the Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and related income, costs, expenses, receipts and expenditures during the reported periods. Actual results could differ materially from those estimates. Estimates* may*pertain to:

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CASH AND CASH EQUIVALENTS

Cash and cash equivalents include bank deposits and highly liquid investments purchased with maturities ofthree months or less. Cash deposits with banks* may*exceed Federal Deposit Insurance Corporation insured limits.

RECEIVABLES

Accounts receivables are uncollateralized, non-interest-bearing customer obligations due under normal trade terms requiring payment within30 days from the invoice date. Accounts receivables are stated at the amount billed to the customer. Accounts receivable in excess of90 days old are evaluated for delinquency. In addition, we consider historical bad debts and current economic trends in evaluating the allowance for doubtful accounts. Payments of accounts receivable are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the oldest unpaid invoices. Management reviews valuation allowances on a quarterly basis.

NOTES RECEIVABLE

At issuance, notes receivable are recognized at an amount that reasonably approximates their fair value, which is based on the present value of future cash flows discounted at the prevailing interest rate. Any difference between the face amount and fair value is recognized as a discount or premium and accounted for as an element of interest over the life of the note. When interest accrued under the interest method exceeds interest at the stated rate, the amount of periodic amortization recognized is limited to the amount at which the borrower could settle the obligation. Notes receivable are subsequently measured on an amortized cost basis.

INVESTMENTS

Investments in Debt and Equity Securities

Investments in debt securities are classified as trading, available for sale or held to maturity. Investments in debt securities classified as trading or available for sale are reported at fair value. Investments in debt securities classified as held to maturity are reported at amortized costs. Upon sale of a debt security, the realized gain or loss is recognized in current earnings. At the end of each reporting period, the Company considers whether impairment indicators exist to evaluate if a debt investment security classified as held to maturity is impaired and, if so, record an impairment loss.

Investments in equity securities are generally measured at fair value. Gains and losses for equity securities resulting from changes in fair value are recognized in current earnings. In certain cases, we elect to record the investment under the fair value option. For equity securities without a readily determinable fair value, for which the Company hasnot elected the fair value option, the Company* mayelect to use the alternative measurement principle. Under this approach, the investment is initially recognized at cost and subsequently adjusted for impairments and observable price changes in orderly transactions for the same or similar securities of the investee. The Company evaluates these investments at each reporting period for impairment indicators. If qualitative factors indicate that the investment is impaired and the fair value of the security is less than its carrying amount, the Company recognizes an impairment loss in earnings equal to the difference between the carrying amount and fair value. Additionally, if the Company identifies observable price changes in orderly transactions for the same or similar securities of the investee, the carrying amount of the investment is adjusted accordingly, with the resulting gain or loss recognized in current earnings. The Company applies a consistent methodology in evaluating observable transactions and impairment indicators to ensure appropriate recognition and measurement (see Note2*).

Investments in Joint Ventures and Equity-Method Investments

Investments in companies and joint ventures for which the Company has the ability to exercise significant influence, but doesnot control, are accounted for under the equity method. Under the equity method of accounting, our share of the net earnings or losses of the investee are included in other income (expense) in the consolidated statements of operations. Upon investment, the Company assesses whether a step up in the basis of the investee's net assets has occurred and, if so, adjusts our share of net earnings or losses by related depreciation and amortization expense. The Company recognizes its proportionate share of an equity investee's earnings and losses on aone-quarter lag basis. As changes in ownership percentage of our investments occur, the Company assesses whether we can exercise significant influence and account for the investment under the equity method. If our ownership percentage of the company or venture changes, we recognize a gain or loss on the investment in the period of change. The Company assesses its equity method investments for impairment when events or circumstances suggest that the carrying amount of the investment* may*be impaired. The Company records an impairment charge in earnings when the decline in value below the carrying amount is determined to be other than temporary.

INTANGIBLE ASSETS

Purchased intangible assets represent the estimated acquisition date fair value of acquired intangible assets used in our business. Intangible assets with definite lives are amortized over their estimated useful lives. We amortize definite-lived intangible assets on a straight-line basis, generally over periods ranging fromone toten years. Costs incurred to renew or extend the life of our intangible assets are capitalized.

We review purchased definite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount* may**not* be recoverable. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or asset group are expected to generate. If the carrying value of the assets or asset group arenot recoverable, impairment is measured and recognized as the amount by which the carrying value exceeds its fair value. We review indefinite-lived intangibles for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely thannot that the asset is impaired.

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FAIR VALUE MEASUREMENTS

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability,not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk. Fair value measurements donot include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

DERIVATIVE INSTRUMENTS

Derivative instruments are recognized as either assets or liabilities on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivative instruments depends on their intended use. Changes in the fair value of derivative instruments are recognized in current earnings. The Company evaluates and accounts for embedded derivatives in its financial instruments based onthree criteria that, if met, require bifurcation of embedded derivatives from their host instruments and accounting for them as free-standing derivative financial instruments. Thesethree criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument arenot clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract isnot required to be re-measured at fair value and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is shown at its fair value at each balance sheet date and recognized as an asset or liability with the change in fair value recognized in current earnings.

PROPERTY, PLANT AND EQUIPMENT

The Company records properties, plant and equipment at historical cost. The Company provides depreciation and amortization in amounts sufficient to match the cost of depreciable assets to operations over their estimated service lives or productive value. The Company capitalizes expenditures for improvements that significantly extend the useful life of an asset. We capitalize interest costs during the construction or upgrade of qualifying assets. The Company recognizes a gain (loss) on sale of the asset in the consolidated statements of operations based upon the proceeds received on the sale less the net carrying value of the asset. The Company charges expenditures for maintenance and repairs to operations when incurred. Depreciation is computed using the straight-line method over estimated useful lives as follows:

The Company reviews the carrying amount of our property, plant and equipment for impairment whenever there are indicators of impairment. An asset is considered impaired when estimated future undiscounted cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset isnot considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flows.

RECLAMATION LIABILITIES AND ASSET RETIREMENT OBLIGATIONS

Minimum standards for site reclamation and closure have been established for us by various government agencies and contractual obligations with lessors. Asset retirement obligations are recognized when an obligation is incurred, either through regulatory requirements in the jurisdictions in which we operate or by contractual obligation withone of our lessors, and recognized as liabilities when a reasonable estimate of fair value can be determined. An expected present value technique is used to estimate the fair value of the liability. This includes inflating the estimated costs in today’s dollars using a reasonable inflation rate up to the date of expected retirement, and discounting the inflated costs using a credit-adjusted risk-free rate. Upon initial recognition of the liability, the carrying amount of the related long-lived asset is increased by the same amount. The liability is accreted over time through periodic charges to earnings. In addition, the asset retirement cost is amortized over the life of the related asset.

Changes resulting from revisions to the timing or amount of the original estimate of undiscounted cash flows are recognized as either an increase or a decrease in the carrying amount of the liability for an asset retirement obligation and the related asset retirement cost capitalized as part of the carrying amount of the related long-lived asset. Upward revisions of the amount of undiscounted estimated cash flows are discounted using the current credit-adjusted risk-free rate. Downward revisions in the amount of undiscounted estimated cash flows are discounted using the credit-adjusted risk-free rate that existed when the original liability was recognized. The Company reviews, on an annual basis, unless otherwise deemed necessary, the asset retirement obligations. Separately, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable.

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MINERAL RIGHTS AND PROPERTIES

The Company capitalizes acquisition costs until the Company determines the economic viability of the property. Since the Company doesnot have proven and probable reserves as defined by the SEC regulation S-K1300, exploration expenditures are expensed as incurred. The Company expenses mineral lease costs and repair and maintenance costs as incurred. Upon commencement of production, the capitalized expenditures are depleted over proven and probable reserves using the units-of- production method. Where proven and probable reserves havenot been established, such capitalized expenditures are depleted over the estimated production life using the straight-line method. The Company hasnot established proven or probable reserves for any of its projects. The Company reviews the carrying value of our mineral rights and properties for impairment, including mineral rights upon the occurrence of events or changes in circumstances that indicate the related carrying amounts* may**not* be recoverable. Our estimate of precious metal prices, mineralized materials, operating capital, and reclamation costs are subject to risks and uncertainties affecting the recoverability of our investment in all of our properties. Although the Company has made our best, most current estimate of these factors, it is possible that near term changes could adversely affect estimated net cash flows from our properties and mineral claims, and possibly require future asset impairment write-downs. Where estimates of future net operating cash flows arenot available and where other conditions suggest impairment, the Company assesses recoverability of carrying value from other means, including net cash flows generated by the sale of the asset. The Company uses the units-of-production method to deplete the mineral rights and mining properties when in operation.

TREASURY STOCK

When the Company acquires its own stock, it is initially valued at cost and presented as treasury stock. Other than formal or constructive retirement or when ultimate disposition hasnot yet been decided, the cost of the acquired stock is presented as treasury stock separately as a deduction from the total of stockholders' equity. Gains on sales of treasury stocknot previously accounted for as constructively retired are credited to additional paid-in capital, and losses are charged to additional paid-in capital to the extent that previous net gains from sales or retirements of the same class of stock are included therein, with the remainder charged to accumulated deficit. When the Company's stock is retired or purchased for constructive retirement, any excess purchase price over par value is allocated between additional paid-in capital to the extent that previous net gains from sales or retirements are included therein, and the remainder to accumulated deficit.

REVENUE RECOGNITION

For the majority of our operations, services revenues are recognized when services are performed and are contractually billable. For service contracts, principally engineering and construction management service, we recognize revenue over a period of time based on estimated progress toward completion. Service contracts that include multiple performance obligations are segmented between types of services. For contracts with multiple performance obligations, we allocate the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. Revenue recognized on service contracts that havenot been billed to clients is recognized as contract assets. Amounts billed to clients in excess of revenue recognized on service contracts to date are recognized as contract liabilities. Customer payments are typically due within30 to45 days of billing, depending on the contract. For the years ended* December 31, 2024and2023*,no revenue has been recognized.

Revenue from our Metals segment consists of decommissioning revenue, recycling revenue and off-take revenue. Decommissioning revenue is specific to removal, transportation and packaging of removed solar panels and related scrap metal. Recycling revenue consists of tipping fees to store and recycle solar panels for processing. Off-take revenue consists of the sale of by-products, such as aluminum and silver, after the recycling process. For contracts with multiple performance obligations, we allocate the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. Revenue recognized on service contracts that havenot been billed to clients is recognized as contract assets. Amounts billed to clients in excess of revenue recognized on service contracts to date are recognized as contract liabilities. Customer payments are typically due within30 to45 days of billing, depending on the contract.

In2024, the Company’s initial revenues were recognized and were generated from the operation of the photovoltaic recycling plant. The Company recognizes revenue from services for recycling photovoltaic panels which includes coordination of logistics and destruction of the panels. Revenue is measured based on the consideration to which the Company expects to be entitled under a contract with a customer. The Company recognizes revenue when it transfers control of a product or service to a customer as outlined in the contractual terms. The Company has elected the practical expedient tonot recognize a financing component when payment is expected withinone year of satisfaction of the performance obligation. Payment terms are typically30 days or less.

Recycling service revenue is deferred upon receipt of the photovoltaic panels from the customers and recognized upon completion of the services and the issuance of a certificate of destruction. The price for services is separately identifiable within each contract.

For sale of offtake products, revenue is recognized when control of the goods has transferred, typically when the goods have been transferred to the customer. A receivable is recognized by the Company when the goods are transferred to the customer as this represents the point in time at which the right to consideration becomes unconditional, as only the passage of time is required before payment is due.

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

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The Company hasno contracts with customers as it doesnot have active mining operations. Consideration received by the Company pursuant to joint ventures or mineral lease agreements is applied against the carrying value of the related mineral interest. When and if payments received exceed the carrying value, the excess amount is recognized as revenue ratably over the term of the related agreement.

Real Estate Rental Revenues

We generate real estate rental revenues from tenants via long-term lease contracts in various forms, including lease and sublease agreements. Providing access to the leased land and facilities and performing specified repair and maintenance services over the length of the tenant contract term represent our performance obligations under our tenant contracts. Tenant rental payments are typically due monthly or quarterly, depending on the contract.

RESEARCH AND DEVELOPMENT

Costs associated with the research and development for our renewable energy products are generally recognized as expenses. Research and development expenses are capitalized only for those expenditures on materials, equipment and facilities that are acquired or constructed for research and development activities and have an alternative future use. Once such expenditures are placed in service, these costs are capitalized and depreciated to depreciation expense over the estimated lives of the products.

STOCK-BASED COMPENSATION

All transactions in which goods or services are received for the issuance of shares of our common stock or options to purchase shares of our common stock are accounted for based on the fair value of the equity interest issued. The fair value of shares of common stock is determined based upon the closing price per share of our common stock on the date of issuance and other applicable inputs. The Company recognizes stock-based compensation for common stock grants evenly over the related vesting period. The fair value of market condition performance share awards is determined based on path-dependent valuation techniques and inputs including the closing price per share of our common stock at date of grant, volatility and the risk-free interest rate. The Company recognizes stock-based compensation for market condition performance share awards evenly over the derived service period resulting from the path-dependent valuation. The fair value of performance condition share awards is determined based on the closing price per share of our common stock at date of grant and the probability of achieving the performance condition during the term of the award agreement. The probability of achievement is re-assessed each period end and stock-based compensation is adjusted accordingly. The Company recognizes stock-based compensation for performance condition share awards evenly over the term of the award agreement. The Company recognizes forfeitures of unvested common stock, performance shares and stock option grants as they occur.

RECLASSIFICATIONS

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

INCOME TAXES

The Company’s income tax expense and deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid or refunded. Significant judgments and estimates are required in determining the consolidated income tax expense. Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, the Company develops assumptions including the amount of future state and federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and the assumptions are consistent with the plans and estimates that the Company is using to manage its underlying businesses. The Company provides a valuation allowance for deferred tax assets that the Company doesnot consider more likely (thannot) to be realized. Changes in tax laws and rates could also affect recognized deferred tax assets and liabilities in the future. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. The Company evaluates its tax positions taken or expected to be taken in the course of preparing its tax returns to determine whether the tax positions will more likely thannot be sustained by the applicable tax authority. Tax positionsnot deemed to meet the more-likely-than-not threshold arenot recognized as a tax benefit or expense in the current year.No reserve for uncertain tax positions has been recognized.

INCOME (LOSS) PER COMMON STOCK

Basic net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Dilutive income (loss) per share includes any additional dilution from common stock equivalents, such as stock options, warrants, and convertible instruments, if the impact isnot antidilutive.

RELATED PARTIES AND TRANSACTIONS

The Company identifies related parties and discloses related party transactions. Parties, which can be entities or individuals, are considered to be related if either party has the ability, directly or indirectly, to control or exercise significant influence over the Company in making financial and operational decisions. Entities and individuals are also considered to be related if they are subject to common control or significant influence of the Company.

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LEASES

The Company determines if a contract is or contains a lease at its inception and evaluates if a contract gives the right to obtain substantially all of the economic benefits from use of an identified asset and the right to direct the use of the asset, in order to determine if a contract contained a lease. The Company recognized a right-of-use asset and a corresponding lease liability on its consolidated balance sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent obligations by the Company to make lease payments which arise from a lease. Lease right-of-use assets and lease liabilities are recognized at the inception date based on the present value of lease payments over the lease term. As the Company’s lease contracts donot provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the inception date in order to determine the present value of lease payments. For operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For finance leases, the initial right-of-use asset is depreciated on a straight-line basis over the lease term, along with recognition of interest expense associated with accretion of the lease liability, which is ultimately reduced by the related fixed payments. For sales-type or direct financing leases in which the Company is the lessor, the Company recognizes lease payments as rental income and the property is classified on the consolidated balance sheet as assets held for use in property, plant and equipment during the term of the lease. If the lessee exercises the option to purchase the asset, the Company terminates the lease and the underlying assets are derecognized. For leases with a term of12 months or less, lease payments are recognized on a straight-line basis over the lease term and arenot recognized on the consolidated balance sheets.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In* August 2023,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2023-05 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 adopted 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. We adopted this guidance which resulted in additional required disclosures included in our consolidated financial statements for the year ended* December 31, 2024and segment disclosure for the comparative year ended December 31, 2023*were modified retrospectively to include the new requirements.

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 on* January 1, 2025for annual periods beginning after December 15, 2024,and early adoption is permitted. The Company doesnot* expect the adoption to have a material impact on the consolidated financial statements and hasnot early adopted the standard.

In* November 2024,the FASB issued ASU2024*-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods beginning after* December 15, 2026,and interim periods beginning after December 15, 2027,with early adoption permitted, and may*be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on our consolidated financial statements and disclosures.

Management 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* December 31, 2024and2023*, our investments include:

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

Summary financial information for affiliated companies (20% to50%-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* December 31, 2023,*non-current assets in the summarized financial information in the table above include the GenMat investment in, and derivative asset associated with, the Company's common stock of $3.7 million.

Investment in GenMat

On* June 24, 2021,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 300,000 shares of its common stock to GenMat. The agreement stipulated that proceeds from the sale of the stock would offset the $10.0 million funding commitment.

Through* May 17, 2024,Comstock invested direct cash of $9,714,364 against the $10.0 million commitment. In addition, prior to2024,* GenMat sold a total of 48,655 shares of Comstock’s common stock it held for proceeds of $285,636. The direct cash funding plus the proceeds GenMat earned on the sale of Comstock common stock total $10.0 million thus fulfilling the commitment agreed to in2021. In2024 and2023, the Company paid $2,164,364 and $5,100,000, respectively, to GenMat against the initial $10,000,000 funding commitment (see Note14).

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At* May 17, 2024,GenMat held 251,345 in Comstock shares of common stock with a fair value of $694,969. Pursuant to the terms of the agreement, future proceeds from the sale of these shares will be applied against the purchase price of future investment tranches in GenMat. Subsequent to achieving the $10.0 million commitment in May 2024,funds advanced by the Company to GenMat were recognized as Advances on the consolidated balance sheet and the change in fair value each period of the shares of the Company's common stock held by GenMat was recognized in earnings (see Note3*). For the year ended* December 31, 2024*, GenMat sold the remaining holdings of Comstock shares of common stock for net proceeds of $1,183,088 and at* December 31, 2024*, the Company recognized a gain on the change in fair value of this asset from* May 17, 2024to December 31, 2024* of $256,181 which is included in other income (expense) in the consolidated statements of operations (see Note16).

For the years ended* December 31, 2024and2023*, the Company recognized $1,599,011 and $1,705,670, respectively, in equity loss from affiliates for the investment in GenMat.

Sale of Investment in GenMat

On* November 6, 2024,the Company, Deep Interstellar Research LLC (“DIR”) and GenMat entered into an agreement pursuant to which (i) the Company obtained 100% ownership of GenMat Development LLC (“AICo”) in exchange for all of the equity of GenMat previously owned by the Company, (ii) GenMat granted AICo a non-exclusive end user right and license (“EULA”) to use GenMat’s now and hereafter existing intellectual properties, including, without limitation, GenMat’s commercially available artificial intelligence for materials science services and products, and all current imaging and other data, analytics, artificial intelligence and other models, and other information, in both the form of data and a promulgated report, relating to Comstock’s mining properties in Nevada, and (iii) a credit against the amounts payable under the EULA equal to100%* of the Company’s cumulative historical investments in GenMat. The Company and GenMat also mutually agreed to terminate all prior transaction documents between thetwo companies. The Company determined under this agreement, the licensed intellectual property, including software applications, obtained from100% ownership of AICo will be integrated and used for material discovery and advancement within the Company’s existing and enhanced innovation processes and likely has very little tono alternative future uses other than for the Company's own research and development activities. The Company recognized $12.2 million as research and development expense in the consolidated statements of operation. Pursuant to the agreement, the Company derecognized the carrying value of our investment in GenMat of $10,007,752 and advances to GenMat of $2,236,786 (see Note3).

Prior to* November 6, 2024,the Company’s executive chairman and chief executive officer served as the chairman of GenMat and the Company’s chief technology officer and another Comstock employee also served on GenMat's board of directors. The GenMat board of directors was composed of thethree Company employees havingone vote each along with the chief executive officer and founder of GenMat who received four votes. As of December 31, 2024*,no employee from the Company serves on the GenMat's board of directors.

Investment in Pelen LLC

On* April 24, 2020,the Company completed the acquisition of 25% of Pelen LLC's (“Pelen”) membership interests for $602,500. For the years ended December 31, 2024and2023*, the Company recognized $15,049 in equity income from affiliates and $10,019 in equity loss from affiliates, respectively, for the investment in Pelen.

On* December 18, 2024,the Company's investment in Pelen was sold as part of the Membership Interest Purchase Agreement with Mackay Precious Metals Inc. (“Mackay”). As a result, during the year ended December 31, 2024*, the carrying value of the Pelen investment of $624,214 was recognized as part of the gain on sale of mineral rights (see Note4).

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. In2024,* the Company recognized our initial investment in Developer of $1,290,614. Concurrently and in connection with the entity into the Developer Securities Purchase Agreement, the Company and Developer entered into Development Services Agreement (“DSA”) for purposes of conducting certain research and development work (see Note12). 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 recognized as a discount on initial investment of $1.5 million and will be recognized over the payment term. The Company recognized a corresponding payable for future cash payments to account for the 40% ownership interest in the Developer. At* December 31, 2024*, the future remaining payments, net implied interest, totaled $1,133,105 (see Note7). For2024, the Company recognized $180,681 in equity loss from affiliates for our investment in the Developer. During2024, Comstock paid $260,000, respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement as a reduction to the payable of $1,133,105 (see Note7).

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Investment in Green Li-ion Pte. LTD (“Green Li-ion”)

As part of our acquisition of a majority ownership of LINICO on* December 30, 2021,we acquired 37,162 preferred shares or 20.22% of Green Li-ion, a Singaporean company. The investment had a relative fair value of $4,577,000 at acquisition and was accounted for under the equity method through March 31, 2022,and under the measurement alternative method after March 31, 2022.*

In2023, Green Li-ion issued additional equity and decreased our ownership to 13.34%, resulting in the loss of our ability to exercise significant influence. Accordingly, we elected the measurement alternative for equity investments that donot have a readily determinable fair value.

On* September 12, 2023,the Company received gross proceeds of $795,510, net of commission fees of $15,910, from the sale of 1,500 Green Li-ion preferred shares for $530.34 per share and recognized a realized gain of $597,248 included in gain (loss) from investments in the consolidated statements of operations. In connection with this sale, the Company valued the remaining 35,662 Green Li-ion preferred shares it holds using the sales price of $530.34 per share which resulted in recognition of an unrealized gain on investment of $14,577,627. The Company intends to sell the remaining Green Li-ion preferred shares in2026.* For the year ended* December 31, 2024*, the Company recognized an unrealized loss of $711,920 related to our investment in Green Li-ion, which is measured using the alternative measurement method. This loss was recognized as a result of an orderly transaction observed during2024, which provided evidence of a change in the fair value of the investment. As of* December 31, 2024*, the cumulative amount of upward adjustments is $14,577,627 and the cumulative amount of downward adjustments is $711,920.

Investment in Sierra Springs Opportunity Fund, Inc. (“SSOF”)

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.

During2024, SSOF issued additional equity of $750,000 at $1.80 per share tothird-party investors and the Company invested an additional $530,000 in SSOF at $1.80 per share increasing our equity ownership to 17.27%. The Company monitors additional equity issuances and other potential orderly transactions of SSOF to assess whether the equity securities issued are similar investments requiring adjustments of our investments carrying value to fair value. At* December 31, 2024*,no adjustments were made to our investments carrying value as a result of the SSOF equity issuances because the price per share sold was consistent with the Company’s carrying value for this investment.

The Company's CEO is an executive of SSOF. Management concluded that SSOF is a VIE of the Company because the Company has both operational and equity risk related to SSOF, and SSOF currently has insufficient equity at risk. Management also concluded that the Company isnot the primary beneficiary of SSOF becauseno one individual or entity has unilateral control over significant decisions. As the Company isnot the primary beneficiary, SSOF isnot consolidated. At* December 31, 2024*, the Company’s maximum exposure to loss as a result of its involvement with SSOF is limited to its investment of $19,575,000.

Investment in American Battery Technology Company

In connection with the2023 sale of the Facility (see Note9), the Company received 11 million shares of restricted common stock from the purchaser of the Facility, American Battery Technology Company ("ABTC"), with an initial fair value of $9,365,000 (see Note14). On* June 30, 2023,*the Company and ABTC amended the agreement whereby the Company returned 1,923,077 of the ABTC restricted shares, based on the trading price of ABTC's stock on the date of the amended agreement, in exchange for the $1.5 million of the purchase price set aside in escrow to settle indemnification claims.

On* August 8, 2023,the remaining 9,076,923 shares owned by the Company became unrestricted. In2023,* the Company sold all 9,076,923 ABTC shares for gross proceeds of $5,456,920, net of commission fees of $90,939. On* December 8, 2023,*ABTC paid $634,019 to the Company as part of the make-whole payment associated with the stock difference and ABTC guaranteed that the Company will receive additional cash if and to the extent that the net proceeds from such shares are less than $6.0 million.

For the year ended* December 31, 2023,the Company recognized a loss of $1,865,000 on sale of the ABTC shares which is included in gain (loss) from investments. The Company hadno transactions with ABTC in2024.*

NOTE3 NOTES RECEIVABLE AND ADVANCES, NET

Notes receivable and advances, net at* December 31, 2024and2023* include:

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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, 2024and amended on June 27, 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 securities purchase agreement to include certain legal fees of up to $450,000, increasing the aggregate principal amount of the Senior Secured Convertible Note to $3,450,000. The full principal and 7% interest rate per annum are due on April 30, 2034.The Senior Secured Convertible Note is secured by (i) 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.

During2024, the Company funded $1,450,000, which included $450,000 of legal fees, to RenFuel in accordance with the Senior Secured Convertible Note. For the years ended* December 31, 2024and2023*, the Company recognized interest income of $58,004 and $0, respectively. As of* December 31, 2024*, interest receivable on the note is $58,004 and is included in prepaid expenses and other current assets on our consolidated balance sheet.

GenMat Advances

During2024, The Company advanced GenMat $1,285,637 in cash. In addition, the Company is owed proceeds received by GenMat on sale of the Company’s common stock held by the GenMat (see Note2) totaling $951,149. In connection with the* November 6, 2024*agreement between the Company, DIR and GenMat, the advance total balance of $2,236,786 was derecognized and recognized research and development expense. The advances were non-interest bearing.

Daney Ranch Sale

On* August 19, 2022,the Company sold the Daney Ranch and issued a 10-year $993,000 note receivable maturing in August 2032to the former lessee and purchaser. The note bears interest at 2% for thefirst* twelve months and currently bears interest at 7% and will so for the remaining term. The note* maybe prepaid, in full or in part, at any time without penalty. The note is secured by asecond* priority security interest in the property. For the years ended* December 31, 2024and2023*, the Company recognized interest income of $68,808 and $71,595, respectively, on the Daney Ranch note receivable. As of* December 31, 2024*, interest receivable on the note is $3,808 and is included in prepaid expenses and other current assets on our consolidated balance sheet.

NOTE4 PROPERTIES, PLANT AND EQUIPMENT, NET AND MINERAL RIGHTS

Properties, plant and equipment at* December 31, 2024and2023*, include the following:

The Company recognized depreciation expense of $567,590 and $435,683 for the years ended* December 31, 2024and2023*, respectively. At* December 31, 2024and2023*, 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. In2024, the Company recognized an impairment loss of $324,047 on equipmentnot yet placed in service for obsolete battery recycling equipment.

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Mineral Rights and Properties

Comstock and its subsidiaries own, control, or retain interests in mineral properties covering 6.5 miles of strike-length on the Comstock and Silver City lodes, including fee ownership of real properties, patented mining claims, unpatented mining claims administered by the BLM,one LLC membership interest (providing exclusive rights to exploration, development, mining and production), and royalty interests in patented and unpatented mining claims. This mineral estate totals 8,482 acres (due to overlapping interests, the combined area is approximately 7,530 acres).

Comstock owns or controls 78 patented lode mining claims totaling 846 acres with surface parcels increasing the total to 2,114 acres,194 unpatented lode mining claims,38 unpatented placer claims, andone mill site claim administered by the BLM totaling 3,075 acres. Comstock’s royalty interests include a 1.5% NSR minerals royalty on property owned by Mackay Precious Metals Inc. or controlled by Mackay through five mineral exploration leases. This royalty property includes 50 patented lode mining claims totaling 539 acres with surface parcels increasing the total to 695 acres, and 174 unpatented lode mining claims totaling 2,597 acres.

Our properties at* December 31, 2024and2023* consisted of the following:

The Comstock Mineral Estate includes all of the Company's resource areas and exploration targets. During the years ended* December 31, 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 consolidated statements of operations.

On* June 30, 2023,the Company signed a Mineral Exploration and Mining Lease Agreement (the “Mackay Mining Lease”) with Mackay. The Mackay Mining Lease provides 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. In addition, Mackay was required to reimburse carrying costs for the mineral properties and will pay a 1.5% Net Smelter Returns (“NSR”) royalty from eventual mine production from the mineral properties. Mackay also committed to exploration expenditures of $1,000,000 per year on a cumulative basis, and increasingly detailed technical reports after thefirst five, ten, andfifteen years. We determined that the Mackay Mining Lease initiation fee of $1,250,000 should be recognized as revenue ratably over the term of the Mackay Mining Lease and quarterly lease payments will be recognized as revenue in the period received.

On* December 18, 2024,the Company executed a binding membership interest purchase agreement (the “Mackay MIPA”) with Mackay pursuant to which the Company sold all of its right, title, and interest in its wholly owned subsidiary Comstock Northern Exploration LLC, and the Company's25%* interest in Pelen to Mackay (see Note2), for an aggregate purchase price of $2,750,000, of which $1,000,000 was paid in cash, with another $750,000 expected to be paid by* March 30, 2025and $1,000,000 will be paid in either cash or stock on or before October 31, 2025.*

Pursuant to and as defined in the NSR Royalty Agreement between the Company and Mackay, also dated* December 18, 2024 (the “Mackay Royalty Agreement”) the Company is to receive a 1.5% royalty of Net Smelter Returns. On December 18, 2024,the Company and Mackay mutually agreed to terminate the Mackay Mining Lease. Upon the termination of the Mackay Mining Lease, the associated deferred lease initiation fee revenue balance of $1,166,666 was recognized during the year ended December 31, 2024*. An additional $0.5 million in pro-rata lease expenses are expected to be paid by* March 30, 2025.*

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

For the year ended* December 31, 2024*, we recognized revenue of $2,468,750 which includes the quarterly lease payments received of $1,250,000, deferred lease initiation fee revenue of $1,166,666 and amortization of the lease initiation fee of $52,084. For the year ended* December 31, 2023*, we recognized revenue of $906,250 which includes the quarterly lease payments of $875,000 and amortization of the lease initiation fee of $31,250.

Assets Held for Sale

In2024, the Company committed a plan to sell industrial and commercial land located in Lyon County, Nevada. This balance of $6,328,338 is classified as Assets Held for Sale on the consolidated balance sheet as of* December 31, 2024*.

In* March 2023,the Company acquired senior water rights (50-acre feet) associated withone* of its existing properties and junior water rights (16-acre feet) for a total of $730,595. In2024, the Company committed a plan to sell the water rights and reclassified those water rights to Assets Held for Sale on the consolidated balance sheet.

The Company’s assets held for sale at* December 31, 2024and2023* include the following:

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NOTE5 RECLAMATION BOND DEPOSIT

The reclamation bond deposit at* December 31, 2024and2023* consisted of the following:

The Nevada Revised Statutes and Regulations require a surety bond to be posted for mining projects so that after the completion of such mining projects the sites are left safe, stable and capable of productive post-mining uses. The bond is intended to cover the estimated costs of $8,199,072 required to safely reclaim the natural environment to the regulatory standards established by the State of Nevada’s Division of Environmental Protection. Accordingly, the Company hastwo surety bonds issued by entities under common control, including a $6,163,000 reclamation surety bond issued through the Lexon Surety Group (“Lexon”) and a $2,036,072 reclamation surety bond issued through the Bond Safeguard Insurance Company, both with the State of Nevada's Bureau of Mining Regulation and Reclamation at* December 31, 2024*. The Company also has a $500,000 surety bond with Storey County for mine reclamation at* December 31, 2024*. As part of the surety agreement, the Company agreed to pay a 2.0% annual bonding fee. The total cash collateral, per the surety agreement, was $3,077,868 and $2,743,582 at* December 31, 2024and2023*. In2024, the Company agreed to make $50,000 monthly payments to increase the cash collateral balance until such time as the bond is collateralized at approximately 50% of the bonded amount. The increase in cash collateral requirement is primarily due to the insurance company's proprietary risk assessment process. During the year ended* December 31, 2024*, the Company had contributed $200,000 in additional cash collateral. The combined bonding collateral at* December 31, 2024and2023*, includes interest income of $134,286 and $122,703, respectively, which is on deposit at BNY Mellon and Wells Fargo.

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

NOTE6 INTANGIBLE ASSETS

The Company’s intangible assets at* December 31, 2024and2023* include the following:

The estimated economic lives shown above were determined at the closing dates of the respective acquisitions. The estimated economic lives of license agreements and developed technologies are based on the midpoint of the indicated lives derived from the related valuation analyses. The estimated economic lives of customer and distribution agreements are based on the specified terms of the respective agreements.

Accumulated amortization as of* December 31, 2024and2023* consisted of the following:

Amortization expense related to intangible assets of $1,624,011 and $1,997,649 was recognized for the years ended* December 31, 2024and2023*, respectively.

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

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

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

In2024, 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 recognized animpairment of $8,655,176 for the net balance of the intangible associated with the developed technology in our Metals Segment. In addition, we recognized an impairment related to trademark of $5,133 in our Corporate Segment and license of $7,560 in our Strategic Investment Segment. The total impairment in intangible assets of $8,667,869 was recognized during the year ended* December 31, 2024* in our consolidated statement of operations.

The Company is party 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. License fees totaling $1,500,000 for the AST licenses were completed in2022, andno additional payments are anticipated. As of* December 31, 2024*,no royalty fees have been paid under the AST License Agreements.

On* December 28, 2023,the Company entered into an amendment (the“2023* FPC Asset Purchase Agreement Amendment”) with Flux Photon Corporation (“FPC”) to amend that certain Asset Purchase Agreement, dated on* September 7, 2021,and amended on December 10, 2021 (as amended, the “FPC Asset Purchase Agreement”). Pursuant to the2021* 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. During2024,* the Company paid an additional $275,000 to FPC reducing the remaining payable from future cash flows to $16,375,000. The Company’s chief technology officer and a member of the Company's board of directors, is also the owner of 100% of the outstanding common stock of FPC and as such was the indirect beneficiary of all payments made to FPC pursuant to the FPC Asset Purchase Agreement (see Note20).

NOTE7 ACCRUED EXPENSES AND OTHER LIABILITIES - CURRENT

Accrued expenses and other liabilities - current at* December 31, 2024*, and2023, consisted of the following:

As of* December 31, 2024*, the short-term payable to a research and development company of $528,878 and long-term payable of $604,227 consists of payments due under the Developer Securities Purchase Agreement dated* March 1, 2024,between the Company and research and development company (see Note2*). During the year ended* December 31, 2024*, Comstock paid $260,000 to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement. For the year ended* December 31, 2024*, the Company recognized interest expense of $107,145 which represents the amortization of the discount that was recognized on the date of the agreement because the payable associated with the funding commitment is non-interest bearing.

On* July 1, 2022,*the Board of Directors of the Company approved a performance objective based, cash incentive compensation plan for executives of the Company, with the potential to earn a performance bonus of up to 100% of base salary.

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

In2024, 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 an updated assessment of the progress toward the objectives of the incentive plan. The Company accordingly reduced the estimated2023 accrued incentive compensation in2024 by $1,332,169. For the year ended* December 31, 2024*, the Company expensed $1,031,250 for the2024 accrued incentive compensation in the consolidated financial statements and anticipates payments of those monies in2025.

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

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 in2023.* For the year ended* December 31, 2023*, the Company expensed $1,332,169 for the2023 accrued incentive compensation.

As of* December 31, 2024*, the total LINICO acquisition-related payable of $3,218,853 and is related to make whole payments (see Note14) due to the former chief executive officer of LINICO and consists of a short term payable of $1,018,853 and long-term payable of $2,200,000, included in other long-term liabilities on the consolidated balance sheet. In2024, the Company paid $25,000 against the LINICO acquisition-related payable (See Note21).

NOTE8 LEASES

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

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

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

Finance Lease

AST Asset Purchase Agreement

On* April 16, 2021,the Company entered into an asset purchase agreement (the “AST Asset Purchase Agreement”) with AST. Concurrently and in connection with the entry into the AST Asset Purchase Agreement, the Company and AST entered into the AST License Agreements (see Note6*). The AST License Agreements, as amended, provided for full use of the facility and all machinery and equipment located therein until* April 30, 2025.Under the AST Asset Purchase Agreement, the Company agreed to acquire substantially all of AST’s assets in exchange for $3,500,000 due on April 30, 2024,extendable to April 30, 2025,in addition to $35,000 per month from May 1, 2022to April 30, 2025.*

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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 initial relative standalone estimated fair values.

The initial measurement of the right-of-use asset and lease liability was $839,439 using the allocated consideration in the contract of $935,759 for the building discounted using the Company’s incremental borrowing rate at lease commencement of 7.87% because there isno rate implicit in the lease contract. The incremental borrowing rate was determined based on debt acquired by the Company at the end of2021, adjusted for increases in the risk-free rate. The building is being depreciated over a 20-year useful life and the lease liability has a remaining life at* December 31, 2024* of 0.33 years. Of the amounts paid under this agreement, a portion is associated with the acquired machinery and equipment and is recognized as research and development expense in the consolidated statements of operation.

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

On* April 10, 2024,*pursuant to the License Agreement Amendments, the Company issued 497,500 shares of common stock of the Company to AST with a fair value of $1,587,025 determined by the closing price per share of our common stock. The fair value of $1,587,025 for the 497,500 issued shares of common stock was allocated as a reduction to the lease liability of $378,845 and recognition of research and development expense of $1,208,180. The amendment resulted in an increase in the right-of-use asset and lease liability of $114,059.

For the years ended* December 31, 2024and2023*, the Company recognized $1,527,920 and $319,740, respectively, of research and development expense associated with payments under this agreement. As of* December 31, 2024*, AST sold 24,325 shares of the Company's common stock for net proceeds of $82,316. As of* December 31, 2024*, the Company recognized interest expense of $281,578 in connection with the 12% stated interest rate pursuant to the terms of the True Up Payment.

Haywood Quarry Acquisition and Lease Agreement

On* April 7, 2022,as amended on November 7, 2022,the Company contracted to purchase Haywood quarry and industrial property (the “Haywood Property”) from Decommissioning Services LLC (“Decommissioning Services”) for $2.1 million, payable in $50,000 of cash and 150,000 shares of common stock of Comstock with a total value of $2,295,000. The Haywood Property represents approximately 190 industrial acres in Lyon County, Nevada, and is part ofone* of the larger industrial parks in Lyon County. The property has power, water and direct highway access. The Company plans to employ a portion of the property for the storage of end-of-life electrification products.

The closing of the Haywood Purchase Agreement is contingent on liquidation of the shares and receipt of the full purchase price by Decommissioning Services. The Company agreed to make up any shortfall if the proceeds from the sale of the shares plus the deposit are less than $2.2 million, and Decommissioning Services agreed to refund any excess proceeds. This contractual stock consideration has been recognized as a derivative on the consolidated balance sheets (see Note14**).

On* April 2, 2024,the Company and Decommissioning Services amended the Haywood Purchase Agreement to extend the latest date of the closing to June 30, 2025,and to increase the purchase price by $100,000 to $2.2 million. Pursuant to the amendment, the Company will pay $75,000 per month to Decommissioning Services, with $15,000 of each payment applied to rent expense and $60,000 of each payment applied to the $2.2 million purchase price, until the sum of such applied cash amounts plus previous cash payments plus the net proceeds from the sale of the shares of Company common stock equals $2.2 million. On April 11, 2024,pursuant to the amendment, the Company issued 150,000 shares of common stock of the Company to Decommissioning Services with a fair value of $509,850. The payment was applied against the make-whole derivative liability associated with the common stock. The increase in purchase price from $2.1 million to $2.2 million increased the right-of-use finance lease asset and the make-whole derivative liability by$100,000 (see Note14**).For the years ended December 31, 2024and2023*, the Company paid Decommissioning Services $420,000 and $200,000, respectively, which resulted in a decrease in contractual stock consideration (see Note14**).

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.

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Operating Leases

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 recognized a right-of-use asset and lease liability of $213,925 and $213,925, respectively, at a discount rate of 13.57%. For the years ended December 31, 2024and2023*, the fixed operating lease expense was $59,632 and $24,847, respectively. The Company's chief executive officer is an executive and director of SCP.

On* July 1, 2024,the Company, as lessee, signed a Real Estate and Building Lease Agreement (the “SCP Real Estate and Building Lease”) with SCP to lease real property and improvements located in Silver Springs, Nevada. The SCP Real Estate and Building Lease is under 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 recognized a right-of-use asset and lease liability of $4,567,814 and $4,567,814, respectively, at a discount rate of 12.95%. For the years ended December 31, 2024and2023*, the fixed operating lease expense was $363,125 and $0, respectively. The Company's chief executive officer is an executive and director of SCP.

The Company has an operating lease, as lessee, with Sutro as lessor, for a property located adjacent to the Gold Hill Hotel, which is primarily used as a room rental. The lease runs from2018 until2028. The monthly rent is $5,850 with automatic annual increases of $25 per month every* November,beginning in2020.* The operating lease is sub-leased to Crown Point Management LLC, the operators of the Gold Hill Hotel, andnot separately valued within the Gold Hill Hotel lease. For the years ended* December 31, 2024and2023*, the fixed operating lease expense was $10,099 and $10,099, respectively.

For the years ended* December 31, 2024and2023*, short-term operating lease expense was $238,287 and $100,030, respectively.

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 the years ended* December 31, 2024and2023*, revenues from operating leases on our land and building leased to others totaled $146,175 and $368,198, respectively. Revenues from operating leases in2023 include $237,473 from the ABTC operating lease on the Facility, which was sold in2023.

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

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NOTE9 SALE OF FACILITY

From2021 to2023, LINICO Corporation (“LINICO”), a wholly-owned subsidiary of the Company, had a finance lease, as lessee, with AQMS, for land, buildings and related assets and improvements (the “Facility”). Since2021, LINICO, a majority-owned subsidiary of the Company, had a finance lease (the “AQMS Lease”), as lessee, with Aqua Metals Reno Inc., a subsidiary of Aqua Metals Inc. (“AQMS”), for land, buildings and related improvements (the “Facility”). AQMS was the non-controlling interest holder for LINICO. The lease agreement provided for the Company to purchase the Facility for a total purchase price of $15.25 million ($3.25 million of which was previously paid by LINICO) if LINICO electednot to or was unable to purchase the Facility. On* March 30, 2023,the Company delivered AQMS a notice of its irrevocable intent to exercise the option and purchase the membership interest of the entity that owned the Facility for $12,000,000, as provided by the agreement. On April 26, 2023,the Company closed on the purchase of the membership interest of Aqua Metals Transfer LLC (“AQMT”) from AQMS and paid the remaining $12.0 million due, taking full ownership of the membership interest of AQMT and terminating the AQMS Lease. In2023,* the Company consummated the sale and transferred the title of the Facility to ABTC. The previously existing lease between LINICO and AQMS was terminated.

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

The Company sold all of its shares of ABTC common stock in2023 for net proceeds of $5,365,981. In* December 2023,*ABTC paid the Company $634,019 in accordance with the guarantee of $6.0 million to be received on sale of ABTC stock.

NOTE 10 DEBT OBLIGATIONS

Debt at* December 31, 2024and2023* 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 with the principal due on* December 15, 2024,and interest payable monthly at a rate of 6% annually. In2021* and2022, stock purchase warrants (the “GHF Warrants”) were issued in connection with this loan. Prepayment is allowed in full or in part at any time without premium or penalty. The loan is secured by all non-mining related assets of the Company, Silver Springs land and water rights, excluding the Lucerne and Dayton properties. The Company is required to prepay the GHF2021 Note with any net cash proceeds received in the sale of any collateral. 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 amendment resulted in a loss on debt extinguishment of $331,889 which was recognized in2024.* On* April 22, 2024,the Company and GHF also amended the GHF Warrants, whereby (i) the exercise price of the GHF Warrants was reduced to $4.56, and (ii) the maturity of the GHF Warrants was extended to December 31, 2025.The incremental fair value resulting of the amendments to the GHF Warrants was $85,330 and was recognized as part of the loss on debt extinguishment. On December 31, 2024,GHF assigned to JAK Trust an outstanding principal amount of $1,372,800 on the GHF2021* Note and 38,400 of GHF Warrants.

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During the years ended* December 31, 2024and2023*, we recognized interest expense of $551,846 and $635,529, respectively, which includes OID amortization of $116,029 and $378,129, respectively, in connection with the GHF2021 Note.

Alvin Note Fund Notes

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 shares of common stock of the Company at a fair value of $250,000, which was recognized as a discount on the Alvin Fund2022 Note. Interest was payable monthly at a rate of 9% annually. The maturity date pursuant to the Alvin Fund2022 Note was originally* October 25, 2023.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.

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%. 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.*

During the years ended* December 31, 2024and2023*, we recognized interest expense of $320,877 and $422,140, respectively, which includes OID amortization of $0 and $204,110, respectively, in connection with the Alvin Fund2022 Note. In2024, the Company issued an aggregate of 108,178 shares of unregistered restricted shares of common stock with a fair value of $320,877 to Alvin Fund in lieu of cash payments for interest under the Alvin Fund2022 Note. In2023, the Company issued an aggregate of 47,593 shares of unregistered restricted shares of common stock with a fair value of $211,562 to Alvin Fund in lieu of cash payments for interest under the Alvin 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. 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. On* November 12, 2023,in connection with this note, the Company issued warrants to Alvin Fund which allowed them to purchase 100,000 shares of the Company’s common stock at $7.00 per share (the “Alvin Fund Warrants”). The Alvin Fund Warrants were exercisable on or prior to November 12, 2025.*Fair value of warrants were calculated using a Monte Carlo valuation model with the following inputs: stock price on the grant date of $4.70 and exercise price of $7.00 per share; expected term of 2 years; risk free rate of 4.92%; and annualized volatility of 85.0%. The warrants had a relative fair value of $157,269 on the date of issuance and was recognized as an additional debt discount with a corresponding increase in additional paid-in-capital.

On* April 22, 2024,the Company and Alvin Fund amended the Alvin 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 amendment resulted in a loss on debt extinguishment of $189,732 which was recognized in2024.* On* April 22, 2024,the Company and Alvin Fund also amended the Alvin Fund Warrants, whereby the exercise price was reduced to $4.56 and the maturity was extended to December 31, 2025.The incremental fair value resulting of the amendment to the Alvin Fund Warrants was $22,900 and was recognized as part of the loss on debt extinguishment (see Note13*).

During the years ended* December 31, 2024and2023*, we recognized interest expense of $289,828 and $50,077, respectively, which includes OID amortization of $62,913 and $27,524, respectively, in connection with the Alvin Fund2023 Note. In2024, the Company issued an aggregate of 73,454 shares of unregistered restricted shares of common stock with a fair value of $206,664 to Alvin Fund in lieu of cash payments for interest under the Alvin Fund2023 Note. In2023, no shares of common stock were issued to Alvin Fund in lieu of cash payments for interest under the Alvin Fund2023 Note.

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 was due on* March 27, 2025.Interest was payable monthly at a rate of 8% annually. The Company received $3.0 million on December 27, 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 recognized a stock payable of $150,000 for the commitment fee associated with the initial $3,000,000 received in2023.* In* January 2024,*the remainder of the principal was received and the Company issued 48,914 shares of its common stock (30,893 restricted and 18,021 registered) with a fair value of $250,000 in payment of this commitment fee.

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* December 31, 2024and2023*, the Company has a derivative liability balance of $0 and $1,360,000, respectively, associated with this conversion option. As of* December 31, 2023,the derivative was valued using a Monte Carlo valuation model with a conversion price equal to 90% of the average price capped at $1.00, discount rate of 35%, risk free rate of 4.54%, and volatility of 96.0%. On January 27, 2024,the Company recognized an additional $836,000 associated with the additional borrowings of$2.0M under the2023* Kips Bay Note. The additional $836,000 derivative was valued using a Monte Carlo valuation model with a conversion price equal to 90% of the average price capped at $0.88, discount rate of 35%, risk free rate of 4.60%, and volatility of 96.0%. During the years ended* December 31, 2024and2023*, the Company recognized interest expense of $993,713 and $16,822, respectively, which includes OID amortization of $803,653 and $14,806, respectively, in connection with the2023 Kips Bay Note.

In2024, the Company paid $863,241 in cash to redeem $855,282 of principal, $7,959 of accrued interest, and paid a $50,000 redemption fee which resulted in a loss on debt extinguishment of $295,877. As of* December 31, 2024*, the2023 Kips Bay Note was fully converted.

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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 was due on* January 19, 2026.Interest was payable monthly at a rate of 6% annually. On September 19, 2024,Kips Bay funded an initial tranche of $3,500,000, which shall result in an aggregate principal amount of $3,723,404 ($3,500,000 in cash plus original issue discount of $223,404). In October 2024,the Company elected to request an additional funding of $1,500,000, which resulted in a principal amount for suchsecond* tranche of $1,595,745 ($1,500,000 in cash plus $95,745 of original issue discount). The Company could redeem the2024 Kips Bay Note for cash30-days following closing at 120% of the face value, plus accrued interest.

The2024 Kips Bay Note required the Company to pay a loan commitment fee of $265,957 in the form of shares of its common stock. In* October**2024,* the Company issued 67,725 shares of its common stock (27,090 restricted and 40,635 registered) with a fair value of $265,957. The amount was recognized as additional discount on the note.

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 recognized a derivative liability with a corresponding additional to debt discount of $1,120,000 reflected in our consolidated balance sheet. The derivative was valued using a Monte Carlo valuation model with a conversion price equal to 88% of theseven* day VWAP, discount rate of 35%, risk free rate of 3.75%, and volatility of 78.0%. On* October 23, 2024,the Company recognized an additional $438,000 associated with the additional borrowings of$1.5M under the2024* Kips Bay Note. 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 4.14%, and volatility of 77.0%. During year ended* December 31, 2024*, the Company recognized interest expense of $220,853 and including OID amortization of $179,631 in connection with the2024 Kips Bay Note. As of* December 31, 2024*, the2024 Kips Bay Note was fully converted.

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Leviston Resources LLC

Unsecured Convertible Notes

On* July 19, 2024,the Company entered into a securities purchase agreement ( “July 2024Leviston Agreement”) for an unsecured convertible promissory note (the “July 2024Leviston Note”) with Leviston Resources LLC ("Leviston") with a principal amount of $2,717,500, of which $2,500,000 was funded and $217,500 was an original issue discount. The full principal was due on October 31, 2025.Interest was payable monthly at a rate of 8% annually. The Company could redeem the July 2024Leviston 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 84,447 shares of its common stock (33,779 restricted and 50,668 registered) with a fair value of $135,875 to Leviston as a loan commitment fee.

The Leviston Note contained conversion terms that are based on percentages of trading price and volumes over defined measurement periods. The terms required the conversion option to be bifurcated as a derivative. As of* July 19, 2024,the Company bifurcated the conversion feature and recognized a derivative liability with a corresponding additional to debt discount of $1,210,000 reflected in our consolidated balance sheet. The derivative was valued using a Monte Carlo valuation model with a conversion price equal to the lower of (i) the closing day price times 150% or (ii)80% of minimum historical10* day VWAP, discount rate of 35%, risk free rate of 4.65%, and volatility of 79.0%. During the year ended* December 31, 2024*, the Company recognized interest expense of $75,452 and including OID amortization of $59,369 in connection with the* July 2024Leviston Note. As of December 31, 2024*, the* July 2024*Leviston Note was fully converted.

On* December 4, 2024,the Company entered into a securities purchase agreement ( “December 2024Leviston Agreement”) for an unsecured convertible promissory note (the “December 2024Leviston Note”) with Leviston Resources LLC ("Leviston") with a principal amount of $2,659,574, of which $2,500,000 was funded and $159,574 was an original issue discount. The full principal was due on April 4, 2026.Interest was payable monthly at a rate of 6% annually. The Company could redeem the December 2024Leviston Note for cash30*-days following closing at 120% of the face value, plus accrued interest.

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

The* December 2024Leviston Note contained conversion terms that are based on percentages of trading price and volumes over defined measurement periods. The terms required the conversion option to be bifurcated as a derivative. As of December 4, 2024,the Company bifurcated the conversion feature and recognized a derivative liability with a corresponding additional to debt discount of $690,000 reflected in our consolidated balance sheet. The derivative was valued using a Monte Carlo valuation model with a conversion price equal to 88% of theseven* day VWAP, discount rate of 35%, risk free rate of 4.11%, and volatility of 79.0%. During the year ended* December 31, 2024,the Company recognized interest expense of $54,332 including OID amortization of $43,827 in connection with the December 2024Leviston Note. As of December 31, 2024*, the* December 2024*Leviston Note was fully converted.

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AQMS 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 recognized as a discount on the agreement and will be recognized over the payment term. On* December 19, 2024,the parties amended the stock redemption agreement to extend maturity to March 31, 2025.During the years ended December 31, 2024and2023*, the Company recognized interest expense of $29,344 and $1,922, respectively, in connection with the AQMS note payable.

Ionic Ventures LLC Unsecured Convertible Note

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 original issue discount. The full principal was due on March 16, 2024.Interest was payable monthly at a rate of 8% annually. The Ionic Note contains conversion terms that are based on percentages of trading price and volumes over defined measurement periods. The terms required the conversion option to be bifurcated as a derivative. The Ionic Note was fully converted in2023.* During the years ended* December 31, 2024and2023*, we recognized interest expense of $0 and $285,772, respectively, which includes OID amortization of $0 and $189,939, respectively, in connection with the Ionic Note.

The conversion terms required a measurement period 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, 2023and October 27, 2023,Ionic returned excess shares of 32,755 and 60,357, respectively, of the Company's common stock issued upon earlier conversions with a fair value of $364,330. As of December 31, 2023,*the Ionic Note was fully converted.

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

NOTE11 LONG-TERM RECLAMATION LIABILITY

At* December 31, 2024and2023*, we have asset retirement obligations of $6,033,418, and $5,606,681, respectively, for our obligation to reclaim our mine facilities and non-mining facilities based on our most recent reclamation plan, as revised, submitted and approved by the Nevada State Environmental Commission and Division of Environmental Protection. Our total reclamation liability includes cost estimates for our American Flat processing facility, Dayton project, enhanced reclamation obligations in Storey County, and our Comstock Metals processing facility.

Following is a reconciliation of the mining retirement obligation associated with our reclamation plan for the mining projects for the years ended* December 31, 2024and2023*:

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NOTE12 COMMITMENTS AND CONTINGENCIES

COMSTOCK MINERAL ESTATE LEASE PAYMENTS

We lease certain mineral rights and properties under leases expiring at various dates through2027. Future minimum annual lease payments, including royalty and rental payments, under these existing lease agreements are as follows at* December 31, 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.

NORTHERN COMSTOCK OPERATING AGREEMENT

The Company has an Operating Agreement with Northern Comstock LLC, as amended* August 27, 2015.The Operating Agreement requires that the Company make monthly cash contributions of $30,000 foreleven* months each calendar year to Northern Comstock LLC and an annual contribution in the amount of $482,500 payable in stock or cash. The Company recognized expense associated with the Operating Agreement of $888,941 in selling, general, and administrative expense on the consolidated income statements in both2024 and2023. At* December 31, 2024and2023,* approximately $390,000 and $90,000, respectively, in cash contributions were included in accounts payable on the consolidated balance sheets. The Company anticipates making these contribution payments through* Septemberof2026* to satisfy the obligation.

RENFUEL LICENSE PAYMENTS

On* October 11, 2023,and amended on December 22, 2023,the Company and RenFuel signed an Exclusive License Agreement, pursuant to which RenFuel granted Comstock Fuels Corporation (“Comstock Fuels”), a wholly owned subsidiary of the Company, an exclusive license to use RenFuel’s patented catalytic esterification and related technologies in North America, Central America, and South America in exchange for ongoing royalty fees based on the production and sales of qualified products. The Company is required to spend a minimum of $250,000 per quarter on commercially reasonable research, development and commercialization activities, and advances commencing on January 1, 2024.As of December 31, 2024*, this commitment has been satisfied with advances made to RenFuel (see Note3).

INVESTMENT IN LICENSED TECHNOLOGY

Developer

On* March 1, 2024,the Company and Developer entered into the DSA to advance technologies owned by the Company's subsidiary that incorporate applications of intellectual properties owned by the Developer (“Developer IP”). The DSA scope involves research and development to validate integrated applications of the Company's intellectual properties and Developer IP, including baseline applications involving Developer IP alone. The DSA calls for work to be completed in a series of phases, with thefirst* phase (“Phase1”) consisting ofthree projects overnine months at a cost to the Company 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 the year ended* December 31, 2024*, the Company recognized $1,157,000 as research and development expense in the consolidated statements of operation. As of* December 31, 2024*, research and development expense included in accounts payable on the consolidated balance sheet was $935,200. 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 the Company 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 the Company and Developer.

On* March 1, 2024,Developer granted the Company an exclusive license to use Developer IP to produce fuel (“Fuels License”) and treat water (“Water License” and, together with the Fuels License, the “Comstock License Agreements”) in exchange for royalty fees based on the production and sales of qualified products. The Comstock License Agreements also require the Company to pay minimum royalty fees equal to $20,000 on the earlier to occur 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. During the year ended* December 31, 2024*, in accordance with the funding commitments under the Comstock License Agreements, the Company recognized $30,000 as license fee expense and $270,000 of patent fee expense and recognized $300,000 in accrued expense and other liabilities on the consolidated balance sheets.

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NREL

On* October 1, 2024,the Company entered into an agreement with a managing and operating contractor of the U.S. Department of Energy’s (“DOE”) National Renewable Energy Laboratory (“NREL”). This agreement provides that the Company work jointly with the NREL and the Massachusetts Institute of Technology (“MIT”) to develop and validate the process for conversion of lignocellulosic biomass into aromatic sustainable aviation fuel. The agreement provides that the Company fund the research which includes the use of its pilot facility, equipment and laboratory in Wisconsin. The ongoing funding commitment is $1.5 million, $1.7 million, and $1.5 million, during2025,* 2026, and2027, respectively. During the year ended* December 31, 2024*, $269,488 has been funded under the agreement and recognized as research and development expense.

On* October 1, 2024,the Company also entered into an exclusive licensing agreement with the same party whereby the Company obtained exclusive license in existing or future patent rights associated with the research. The licensing agreement requires the Company to pay an up-front fee of $100,000, which was paid in2024* and recognized as research and development expense during the year ended* December 31, 2024*. Under this licensing agreement, the Company will pay a royalty fee equal to 3% of net sales. The agreement includes minimum annual royalty payments that arenot applied against future years’ royalty payments. Annual royalty payments are as follows:

In addition, the Company has the right to sublicense its licensing rights. The Company will pay a royalty fee equal to 15% of all sublicensing revenue to NREL. The royalty fee and the sublicensing fee will be reduced to 2% and 10%, respectively, upon achievement of certain thresholds.

OTHER

Annually, the Company pays each of the independent directors a total of $160,000 in cash or shares of common stock, which includes an annual cash payment of $60,000 plus chair and committee meeting fees. The Chair of each Committee is paid an additional cash payment of $20,000 annually. For years ended* December 31, 2024and2023*, the Company recognized director fees expenses of $900,000 and $1,117,600, respectively. As of* December 31, 2024and2023*, director fee compensation included in accounts payable on the consolidated balance sheet was $177,500 and $87,500, respectively. As of* December 31, 2024and2023*, the Company accrued $1,000,000 and $500,000, respectively, in director fee compensation associated with the director fees payable expected to be satisfied with shares of the Company's common stock that is expected to be issued in2025 and paid annually and is included in other long-term liabilities on the consolidated balance sheet.

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

NOTE13 EQUITY

ISSUANCE OF REGISTERED SHARES OF COMMON STOCK

2024 Issuances

In2024, pursuant to the* December 2024Leviston Agreement, the2024* Kips Bay Agreement, the* July 2024Leviston Agreement, and the2023* Kips Bay Agreement, the Company issued an additional 129,636 registered shares of its common stock with a fair value of $412,991 (see Note10).

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* December 31, 2024*, the Company issued 2,078,777 registered shares of common stock to ClearThink for an aggregate sales price of $4,250,000 at an average price per share of $2.04. On* July 18, 2024,the Company elected to terminate all future offers and sales pursuant to 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* December 31, 2024*.

2023 Issuances

On* February 13, 2023,the Company entered into an equity purchase agreement (“2023* Leviston Sales Agreement”) with Leviston to offer and sell registered shares of common stock at an aggregate offering price of up to $5.0 million from time to time, at our option, on terms we deem favorable. As of* December 31, 2023,the Company issued 1,089,260 registered shares of common stock to Leviston pursuant to the Company’s Form S-3 filed with the U.S. Securities and Exchange Commission, for an aggregate sales price of $5.0 million at an average price per share of $4.59, and additional 55,249 shares of common stock at a fair value of $200,000 in commitment fees. As of December 31, 2024*, 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 789,784 shares of common stock to Tysadco, for an aggregate sales price of $3,000,000 at an average price per share of $3.80. For the year ended December 31, 2024*, the Company issued 331,801 shares of common stock to Tysadco, for an aggregate sales price of $1,213,710 at an average price per share of $3.66. Sales of common stock, if any, under 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* December 31, 2024*, the2022 Tysadco Sales Agreement hadno remaining capacity.

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ISSUANCE OF UNREGISTERED SHARES OF COMMON STOCK

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

On* April 19, 2024,and November 5, 2024,*the Company issued 56,101 and 43,725 shares, respectively, of restricted unregistered common stock of the Company for a fair value of $162,693 and $200,000, respectively, to a professional service firm for consideration related to the Company's marketing services agreement. The fair value of the shares was determined based on the trading price of the Company’s stock on the date of issuance.

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

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 and was accounted for as a noncontrolling interest in our consolidated financial statements. On December 19, 2023,the Company, LINICO and AQMS entered into a stock redemption agreement in which AQMS sold its LINICO shares to LINICO for $600,000. On December 19, 2024,the parties amended the stock redemption agreement to extend maturity to March 31, 2025 (see Note10*). The increase in ownership percentage and decrease in non-controlling interest resulted in an increase to the Company's additional paid in capital of $3,758,807 during the year ended* December 31, 2023.As of December 31, 2024and2023*, the Company owns 100% of LINICO.

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On* March 1, 2023,Comstock Metals LLC (“Comstock Metals”), a wholly owned subsidiary of the Company, entered into an Employment Agreement with Dr. Fortunato Villamagna, to serve as President of Comstock Metals. As part of this agreement. Dr. Villamagna was to 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. On March 1, 2024,thefirst* tranche vested reducing the Company’s ownership in Comstock Metals to 96% with a noncontrolling interest of 4%. On* December 30, 2024,Comstock Metals and Dr. Fortunato Villamagna entered into a Rescission Agreement to rescind the Employment Agreement and cancel Dr. Villamagna's vesting of equity in Comstock Metals. The rescission resulted in a decrease in non-controlling interest and a corresponding increase to additional paid in capital of $91,156 during the year ended December 31, 2024.For the years ended December 31, 2024and2023*, the Company recognized share-based compensation expense of $28,767 and $143,833, respectively, associated with the rescinded agreement with Dr. Villamagna. As of* December 31, 2024and2023*, the Company owns 100% of Comstock Metals.

Treasury Stock

At* December 31, 2024and2023*, our treasury stock includes 0 shares and 260,532 shares, respectively, of our common stock with carrying value of $0 and $3,360,867, respectively. On* January 5, 2024,*the Company elected to reacquire 260,532 shares of the Company’s common stock from its wholly owned subsidiary, LINICO Corporation, for cancellation upon receipt.

Warrants

During the years ended* December 31, 2024and2023*, no warrants to purchase common stock were issued, exercised, or expired. During2024, the warrants were modified in connection with amendments to related debt agreements (see Note10).

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

NOTE14 FAIR VALUE MEASUREMENTS

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

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

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VALUATION METHODOLOGIES

The 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 assets and liabilities that include level3 inputs for the years ended* December 31, 2024and2023*, measured at fair value:

At* December 31, 2024*, the fair value of the Haywood Property derivative was based on a trading price of the Company’s shares of $8.00. At* December 31, 2023,*the fair value of the LINICO, the Haywood Property, and GenMat derivatives were based on a trading price of the Company’s shares of $5.50.

2023 Kips Bay Select LP Conversion Option

On* December 27, 2023,the Company recognized a conversion option derivative liability on the consolidated balance sheets in connection with the2023* Kips Bay Note. On that date, the $1,360,000 fair value of the conversion option derivative was determined based on bifurcation of the conversion option from the2023 Kips Bay Note. At* December 31, 2023,the derivative was valued using a Monte Carlo valuation model with a conversion price equal to 90% of the average price capped at $1.00, discount rate of 35%, risk free rate of 4.54%, and volatility of 96.0%. On January 27, 2024,the Company recognized an additional $836,000 associated with the additional borrowings under the2023* Kips Bay Note (see Note10). During2024, $735,125 of the derivative liability was eliminated in connection with the conversion of the related debt into shares of common stock. At* December 31, 2024*, the underlying note was fully converted eliminating the conversion option derivative.

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2024 Kips Bay Select LP Conversion Option

On* September 19, 2024,the Company recognized a conversion option derivative liability on the consolidated balance sheets in connection with the2024* Kips Bay Note (see Note10). On that date, the $1,120,000 fair value of the conversion option derivative was determined based on the bifurcation of the conversion option from 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%. On* October 23, 2024,the Company recognized an additional $438,000 associated with the additional borrowings of$1.5M under the2024* Kips Bay Note. 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 4.14%, and volatility of 77.0%. During2024, $1,806,113 of the derivative liability was eliminated in connection with the conversion of the related debt into shares of common stock. At* December 31, 2024*, the underlying note was fully converted eliminating the conversion option derivative.

Leviston Resources LLC Conversion Options

On* July 19, 2024,the Company recognized a conversion option derivative liability on the consolidated balance sheets in connection with the July 2024Leviston Note (see Note10*). On that date, the $1,210,000 fair value of the conversion option derivative was determined based on the bifurcation of the conversion option from the* July 2024Leviston Note. 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%. During2024, $1,080,000 of the derivative liability was eliminated in connection with the conversion of the related debt into shares of common stock. At* December 31, 2024*, the underlying note was fully converted eliminating the conversion option derivative.

On* December 4, 2024,the Company recognized a conversion option derivative liability on the consolidated balance sheets in connection with the December 2024Leviston Note (see Note10*). On that date, the $690,000 fair value of the conversion option derivative was determined based on the bifurcation of the conversion option from the* December 2024Leviston Note. For debt conversions occurring during2024,* 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 4.11%, and volatility of 79.0%. During2024, $775,028 of the derivative liability was eliminated in connection with the conversion of the related debt into shares of common stock. At* December 31, 2024*, the underlying note was fully converted eliminating the conversion option derivative.

GenMat Derivative Instrument

On* June 24, 2021,the Company recognized a derivative asset on the consolidated balance sheets in connection with the GenMat Membership Interest Purchase Agreement (see Note2*). On that date, the $530,000 fair value of the derivative asset was determined based on the excess of the fair value of 300,000 shares of our common stock issued to and held by GenMat over the $10,000,000 contractual stock consideration required under the agreement. The value of the shares was based on the $35.10 closing price per share of our common stock on that date. At* December 31, 2023,the fair value of Comstock’s shares held by GenMat of 251,345 shares was based on the closing price per share of our common stock of $5.50 with a fair value of the derivative liability of $781,966. On May 17, 2024,the Company fulfilled our initial funding requirements of $15.0 million which satisfied the make-whole provision and removed the requirement to account for the commitment as a derivative. On May 17, 2024,the fair value of the Company's shares of common stock still held by GenMat of $694,969 was transferred to Advances to GenMat. The derivative liability was classified in Level2* of the valuation hierarchy.

Haywood Derivative Instrument

On* April 7, 2022,the Company recognized a derivative asset on the consolidated balance sheets in connection with the lease from Haywood (see Note8*). On that date, the $245,000 fair value of the derivative asset was determined based on the excess of the fair value of 150,000 shares of our common stock issued to and held by Haywood and a deposit of $50,000 over the initial $2,100,000 contractual stock consideration required under the agreement. The agreement was amended in2024 (see Note8) increasing the commitment by $100,000 from $2.1 million to $2.2 million. During the years ended* December 31, 2024and2023*, the Company paid Haywood $420,000 and $200,000, respectively, which resulted in a decrease in contractual stock consideration. On* April 11, 2024,the Company issued an additional 150,000 shares of our common stock to Haywood in accordance with the amendment which has a fair value of $509,850 at the closing price of $3.40 (see Note8*). At* December 31, 2024*, the fair value of the 300,000 shares was based on the closing price per share of our common stock of $8.00 and the fair value of the derivative asset was $1,529,850. At* December 31, 2023,the fair value of the 150,000 shares was based on the closing price per share of our common stock of $5.50 and the fair value of the derivative liability was $875,000. The derivative liability is classified within Level2* of the valuation hierarchy.

LINICO Derivative Instrument

On* December 30, 2021,the Company entered into an agreement to acquire 3,129,081 LINICO common shares from its former chief executive officer and director in exchange for 350,000 shares of the Company's common stock. If and to the extent that the sale of the shares results in net proceeds greater than $7,258,162, then former chief executive officer was required to pay all of such excess proceeds to the Company. If and to the extent that the sale of the shares results in net proceeds less than $7,258,162, then the Company was required to pay the former chief executive officer equal to such shortfall. In2024,* the former chief executive officer sold all 350,000 of the Company's shares for net proceeds of $1,064,309. Through2024, the total consideration for this agreement amounts to $4,014,309, comprising the net proceeds of $1,064,309 and cash payments made by the Company since2021, totaling $2,950,000. After selling all of his shares of the Company’s common stock in2024, the remaining amount owed to the LINICO executive was $3,243,853 which was transferred to accrued expenses (see Note7). The derivative liability was classified within Level2 of the valuation hierarchy.

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Ionic Ventures, LLC Conversion Option

On* December 16, 2022,the Company recognized a conversion option derivative liability on the consolidated balance sheets in connection with the Ionic Note. On that date, the $420,000 fair value of the conversion option derivative was determined based on bifurcation of the conversion option from the convertible note. At December 31, 2022,the derivative was valued using a Monte Carlo valuation model with a conversion price equal to 90% of the average price capped at $0.50, discount rate of 35%, risk-free rate of 4.40%, and volatility of 60.0%. At December 31, 2023,*the underlying note was fully converted eliminating the conversion option derivative.

In2023, the range of variables used to calculate the fair value of the derivative liabilities associated with the conversion of the Ionic Note using a Monte Carlo valuation model are as follows.

American Battery Technology Investment

In connection with the sale of the Facility (See Note9**), the Company received 11 million shares of restricted common stock from the purchaser of the Facility, ABTC, with an initial fair value of $9,365,000. The fair value of our investment in ABTC restricted common shares acquired in connection with the sale of the Facility was valued using a Monte Carlo valuation model as follows.

Other Financial Instruments

At* December 31, 2024*, the carrying amount of cash and cash equivalents, notes receivable, advances, deposits, and debt carried at amortized costs, approximates fair value because of the short-term maturity of these financial instruments.

NOTE15 STOCK-BASED COMPENSATION

2022 EQUITY INCENTIVE PLAN

In2022, the Company adopted the Comstock Inc.2022 Equity Incentive Plan (the*“2022* Plan”). The maximum number of shares of our common stock that* maybe delivered pursuant to awards granted under the2022* Plan is 600,000. The2022 Plan provides for the grant of various types of awards, including butnot limited to, restricted stock (including performance and cash awards), incentive and non-qualified stock options, stock appreciation rights and other equity-based awards. As of* December 31, 2024*, the Company hasnot granted any options or shares under the2022 Plan.

2020 EQUITY INCENTIVE PLAN

In2020, the Company adopted the Comstock Mining Inc.2020 Equity Incentive Plan (the*“2020* Plan”). The maximum number of shares of our common stock that* maybe delivered pursuant to awards granted under the2020* Plan is 180,000. The2020 Plan provides for the grant of various types of awards, including butnot limited to, restricted stock (including performance awards), restricted stock units, stock options, and other types of stock-based compensation.

During the years ended* December 31, 2024and2023*, the Company recognized $0 and $143,100, respectively, for the vesting of stock awards issued in2020. During the year ended* December 31, 2023,4,500 shares, which were issued in2021* under the2020 Plan, were forfeited totaling $11,925 in compensation recaptured. No remaining compensation on these awards were recognized after* December 31, 2023.During the year ended December 31, 2024*, no options were outstanding.

Starting in2021, we granted share awards to employees. The vesting of 50% of the employee share awards was contingent on the achievement of performance goals over the next three years, and vesting of the remaining 50% is contingent on the achievement of our common stock market price goals over the next five years, defined on a per share value basis. During2023, we granted 3,000 shares to an additional employee and 3,000 shares were forfeited. During2024, no shares were granted or forfeited. Vesting is dependent on the employee remaining with the Company from the grant date through the vesting date. The performance shares that vest based on the achievement of performance goals were valued using the Company's common stock price on the grant date, and stock-based compensation was determined based on the probability of achieving each goal.

On* January 4, 2024,the Company's Compensation Committee of the Board of Directors determined that the share units granted under the2020* Plan shall be canceled, forfeited and terminated without issuance of any shares of the Company because performance goals werenot achieved. For the year ended* December 31, 2023,the Company recognized net stock based compensation recapture associated with these awards of $289,310 and recognized the amount in selling, general and administrative expenses in the consolidated statements of operations. During the year ended December 31, 2023,3,000 shares awards were forfeited and $52,583 in compensation recaptured. During the year ended December 31, 2024*, no awards were granted, forfeited, or expired, and $12,912 was recognized as stock based compensation. At* December 31, 2024,*there areno awards outstanding andno unvested compensation.

COMSTOCK METALS EMPLOYEE AGREEMENT

On* March 1, 2023,Comstock Metals LLC, a wholly owned subsidiary of the Company, entered into an Employment Agreement with Dr. Fortunato Villamagna, to serve as President of Comstock Metals LLC. As part of this agreement, Dr. Villamagna was to receive 20% of the equity in Comstock Metals LLC, vesting evenly, over afive-year period commencing on March 1, 2023through March 1, 2028.Management determined that the estimated fair value of the equity award was $863,000 and our valuation method incorporated the present value of projected cash flows to calculate the discounted cash flows compared to the guideline for public companies with a marketability discount rate of 40%, risk free rate of 3.77%, and volatility of 110.0%. The determination of the fair value of the equity award was based on Level3* inputs in the fair value hierarchy.

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On* December 30, 2024,Comstock Metals and Dr. Fortunato Villamagna entered into a Rescission Agreement to rescind the Employment Agreement and cancel Dr. Villamagna's vesting of equity in Comstock Metals. The rescission resulted in a decrease in non-controlling interest and a corresponding increase to additional paid in capital of $91,156 during the year ended December 31, 2024.For the years ended December 31, 2024and2023*, the Company recognized share-based compensation expense of $28,767 and $143,833, respectively, associated with the rescinded agreement with Dr. Villamagna. As of* December 31, 2024and2023*, the Company owns 100% of Comstock Metals.

NOTE16 OTHER INCOME AND EXPENSES

Other income (expense) net consisted of the following for the years ended* December 31, 2024and2023*:

NOTE17 INCOME TAXES

The results of the Company’s operations are included in a federal income tax return. The Company provides deferred income taxes on the net differences between the carrying amounts of assets and liabilities for financial and income tax reporting.

No benefit (provision) has been recognized for the years ended* December 31, 2024and2023*.

The difference between the provision for income taxes reported in the consolidated financial statements and the provision for income taxes based on federal statutory rates results principally from (1) valuation allowance adjustments, (2) goodwill impairment and (3) certain other permanent differences.

Reconciliation of the statutory federal income tax rates consist of the following:

The Company’s total deferred income taxes at* December 31, 2024and2023* consisted of the following:

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The Company records a valuation allowance if, based on the weight of all available evidence, it is more likely thannot that some or all of the deferred tax assets willnot be realized. At* December 31, 2024*, and2023, the Company has determined that a full valuation allowance is necessary against its net deferred tax assets based on this evidence and have valuation allowances of $57.0 million and $48.1 million, respectively, against the net deferred tax assets.

At* December 31, 2024*, the Company has total net operating and capital loss carryforwards of approximately $271.6 million. Of this total, the Company has approximately $165.8 million in net operating loss carryforwards for federal income tax purposes which, ifnot utilized, will begin to expire in2025 and could be subject to certain limitations under section382 of the Internal Revenue Code of1986, as amended, approximately $94.3 million for federal income tax purposes withno expiration, but which are subject to80% limitation upon utilization, and approximately $7.3 million in net operating loss carryforwards for state income tax purposes. Additionally, the Company has $4.2 million of capital loss carryforwards for federal income tax purposes which, ifnot utilized, will begin to expire in2029.

At* December 31, 2024*, and2023, the Company didnot have any unrecognized tax benefits. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. The Company currently hasno federal or state tax examinations in progress nor has it had any federal or state tax examinations since its inception. The Company is subject to U.S. federal and state income tax examination for tax years 2021 and forward. Tax returns for years prior to2021 * may*remain open with respect to net operating loss carryforwards that are utilized in a later year, as tax attributes from prior years can be adjusted during an audit of a later year.

NOTE18 NET INCOME (LOSS) PER COMMON SHARE

Basic earnings 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. Diluted income (loss) per share reflects the potential dilution that could occur if outstanding stock options were exercised into common stock. Shares presented on a weighted average outstanding calculation were adjusted to give effect to the* February 24, 2025*reverse stock split.

The following is a reconciliation of the numerator and denominator used in the basic and diluted computation of net income (loss) per share:

For the year ended* December 31, 2023,*the weighted average number of shares outstanding, for the purpose of calculating earnings per share, were reduced by treasury shares of 260,532 which is the number of treasury shares through our ownership in LINICO.

For the year ended* December 31, 2024*, all potentially dilutive shares, including stock purchase warrants, were anti-dilutive due to the net loss incurred in that period. For the year ended* December 31, 2023,the calculation of incremental shares for diluted weighted average shares outstanding didnot* include the following items due to their anti-dilutive impact:58,000 performance award shares,58,000 market condition award shares, and 170,000 warrant shares.

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NOTE19 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. Our CODM is our executive team consisting of our chief executive officer, chief operating officer and chief technology officer. Our CODM assesses the Company's performance and allocation of capital resources based on our segments of Fuels, Metals, Mining, Strategic Investments and Corporate. Certain amounts have been reclassified to conform to the current period presentation on a comparable basis. The Company 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 Green Li-ion and SSOF and our Corporate Segment includes all other assets and general corporate costs. Mining revenue is from leasing mineral claims and other real estate.

The Company’s total revenue at* December 31, 2024*, consisted of the following:

The Company’s total revenue at* December 31, 2023,*consisted of the following:

As of* December 31, 2024*, and2023, the Company hasone customer, Mackay Precious Metals Inc., that accounted for over10% of our revenues and accounts receivable balance.

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NOTE20 RELATED PARTY TRANSACTIONS

The following related party transactions occurred during the years ended* December 31, 2024and2023*.

TRANSACTIONS INVOLVING SIERRA SPRINGS OPPORTUNITY FUND

At* December 31, 2024*, the Company’s total investment in SSOF has a carrying value of $19,575,000, representing 10,875,000 shares of common stock, or 17.27% of the total SSOF outstanding shares of common stock on a fully diluted, if converted basis. SSOF is a qualified opportunity zone fund, which owns 100% of SSE, a qualified opportunity zone business. SSE and its subsidiaries own or control approximately 2,500 acres of land, a manufacturing facility, significant senior, junior and effluent water rights, sewer rights and also owns and operates the Silver Springs Regional Airport LLC.

The Company's executive chairman and chief executive officer co-founded SSOF and Sierra Springs Enterprises Inc. (“SSE”), and serves as the chief executive officer of SSOF and as an executive of SSE along with a diverse team of qualified financial, capital markets, real estate and operational professionals that together govern, lead and manage SSOF and SSE. Our CEO andtwo of our directors have invested $525,000 into SSOF consistent of 8,671,000 voting shares of SSOF which represents 13.77% of total as converted SSOF shares of common stock. The Company's chief executive officer hasnot received compensation from either SSOF or SSE. On* December 29, 2023,the Company and SSOF agreed to convert total advances into 3,880,556 shares of SSOF common stock (See Note2*).

TRANSACTIONS INVOLVING FLUX PHOTON CORPORATION (“FPC”)

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 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 the2021* 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. During2024,* the Company paid an additional $275,000 to FPC reducing the remaining payable from future cash flows to $16,375,000. The Company’s chief technology officer and a member of the Company's board of directors, is also the owner of 100% of the outstanding common stock of FPC and as such was the indirect beneficiary of all payments made to FPC pursuant to the FPC Asset Purchase Agreement.

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PURCHASE OF METAL RECYCLING FURNACE

On* December 15, 2023,the Company and Dr. Fortunato Villamagna, president of Comstock Metals LLC, signed an agreement in which Dr. Villamagna agreed to contribute a metal recycling furnace to the Company. The Company agreed to make payments for the metal recycling furnace totaling $375,000 from an amountnot* exceeding 20% of excess cash flow generated by Comstock Metals LLC, defined as excess cash available after the satisfaction of all planned growth capital for Comstock Metals LLC and the repayment of intercompany loans. At* December 31, 2024and2023*, the metal recycling furnace is included in Properties, plant and equipment, net and the corresponding liability is included in other liabilities (long- term) on the consolidated balance sheet. For the year ended* December 31, 2024*, the Company recognized depreciation expense on the metal recycling furnace of $18,750.

On* March 1, 2023,the Company entered into a separate employment agreement with Dr. Villamagna which provides that he receive 20% of the interest of Comstock Metals LLC vesting evenly over afive-year period. On December 30, 2024,Comstock Metals and Dr. Fortunato Villamagna entered into a Rescission Agreement to rescind the Employment Agreement and cancel Dr. Villamagna's vesting of equity in Comstock Metals (see Note15*).

OTHER

The Company is currently assessing an agreement with an affiliate company of Kevin Kreisler, the Company’s director and chief technology officer, pursuant to which the Company would agree to acquire the majority of the issued and outstanding equity of a publicly traded entity in connection with the Company’s ongoing evaluation of various alternatives to monetize certain non-strategic assets. Pursuant to the agreement, Mr. Kreisler agreed to contribute his beneficial ownership interest in the entity to the Company forno additional consideration, and the Company agreed to reimburse certain transaction expenses of approximately $142,000 incurred by Mr. Kreisler. As of the years ended* December 31, 2024and2023*, the Company had paid $41,860 and $0, respectively to Mr. Kreisler. As of the year ended* December 31, 2024*,no agreement has been determined between the Company and the affiliated company of Mr. Kreisler. For the years ended* December 31, 2024and2023*, the Company recognized expense of $14,000 and $42,000, respectively, that was paid to Mr. Kreisler for rental of office space.

Sierra Clean Processing LLC, a wholly owned subsidiary of SSOF, owns the building 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 Note8*). The Company's chief executive officer is an executive and director of Sierra Clean Processing LLC.

On* May 17, 2024,the chief executive officer purchased 125,000 restricted shares of the Company's common stock at a price of $4.00 per share, or $500,000 in net proceeds. Separately, the chief executive officer entered into a personal promissory note with Alvin Fund LLC (“Alvin”), who is separately a creditor and shareholder of the Company. The promissory note has a principal of $1,100,000 and accrues interest at 6% per annum 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 Alvin as partial consideration for the extension of credit. The Company isnot a party to the chief executive officer's arrangements with the Alvin.

NOTE21 SUBSEQUENT EVENTS

On* January 10, 2025,the Company entered into a securities purchase agreement (“2025* Kips Bay Agreement”) for an unsecured convertible promissory note (the*“2025* Kips Bay Note”) with Kips Bay with a principal amount of $10,638,298, of which $5,000,000 was funded in cash on* January 13, 2025with an original issue discount of $319,149. On or before the date that isten* (10) business days after the Company effects a reverse split (resulting in an effective increase in the number of authorized shares available for future issuances of common stock), the Company will receive an additional funding of $5,000,000, which shall result in a principal amount for suchsecond tranche of $5,319,149 (that is, an additional $5,000,000 in cash plus an additional $319,149 of original issue discount). The full principal is due on* April 10, 2026.Interest is payable monthly at a rate of 6% annually. The Company can redeem the2025* Kips Bay Note for cash30-days following closing at 120% of the face value, plus accrued interest. In accordance with the agreement, in2025, the Company issued 110,059 shares of its common stock (44,024 restricted and 66,035 registered) with a fair value of $531,915. The amount was recognized as additional discount on the note. In2025, pursuant to the2025 Kips Bay Note, the Company issued 605,021 shares of the Company's common stock to Kips Bay with a fair value of $1,559,171 at an average conversion price of $2.58.

On* January 14, 2025,the Company executed an agreement with Hexas Biomass Inc. (“Hexas”), under which Hexas agreed to grant the Company an exclusive worldwide license to Hexas’ intellectual properties in liquid fuels applications, subject to certain pre-existing agreements and relationships, and to provide certain development services in connection with the Company's site development and innovation activities. Under the terms of the agreement, the Company also agreed to invest in Hexas in the amount of $500,000 (“SAFE Investment”), paid in a series offour* tranches on* January 15, 2025,** January 31, 2025,** February 28, 2025,and March 31, 2025.Thus far in2025,* the Company has paid $366,666 cash on the SAFE Investment.

On* January 22, 2025,the Company, as lessee, signed a Building Lease Agreement (the “CFC Building Lease”) with LNP4801* Gaillardia Pkwy LLC to lease real property and improvements located in Oklahoma City, Oklahoma. The CFC Building Lease is under athree-year term commencing on* February 1,*2025. Under the CFC Building Lease, rental expense is $5,244 per month with an annual rent increase of 3%.

On* January 30, 2025,the Company executed a master license agreement (“Master License Agreement”) with SACL Pte. Ltd. (“SACL”), a Singapore-based project development and management company that intends to develop renewable energy projects in Australia, New Zealand, Vietnam, Cambodia, and Malaysia (the “Territory”). Under the terms of the Master License Agreement, the Company granted SACL (1) a master non-exclusive license to Comstock Fuels’ intellectual property (“Licensed IP”) for the sole purpose of developing, financing, building, and managing of renewable fuels production facilities based on the Licensed IP in the Territory (each, a “Licensed Facility), and (2) limited exclusive rights to market projects based on the Licensed IP in the Territory, subject to SCAL’s satisfaction of commercialization milestones relating to development of its current and future projects; including, without limitation, completion of engineering and financing for SACL’sfirst* Licensed Facility in2025, followed by commissioning and commencement of production in2027.

On* February 7, 2025,the Company issued 15,550 shares of unregistered restricted shares of common stock with a fair value of $63,518 to Alvin Fund LLC in lieu of payment of interest under the Alvin Fund2023* Note.

On* February 12, 2025,the Company executed a master license agreement (“Master License Agreement”) with Gresham’s Eastern (Pvt) Ltd (“Gresham’s”), a Pakistan-based, leading sustainable energy engineering, equipment and construction company that intends to develop renewable energy projects in Pakistan. Under the terms of the Master License Agreement, the Company granted Gresham’s (1) a master non-exclusive license to Comstock Fuels’ intellectual property (“Licensed IP”) for the sole purpose of developing, financing, building, and managing of renewable fuels production facilities based on the Licensed IP in the Territory (each, a “Licensed Facility), and (2) limited exclusive rights to market projects based on the Licensed IP in the Territory, subject to Gresham’s satisfaction of commercialization milestones relating to development of its current and future projects; including, without limitation, completion of engineering and financing for Gresham’sfirst* Licensed Facility in2025, followed by commissioning and commencement of production in2027.

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On* February 24, 2025,the Company implemented aone*-for-ten (1:10) reverse split of our common stock. Prior to the reverse stock split the Company had 237,675,779 shares of common stock issued and outstanding, and after the reverse stock split, the Company had approximately 23,767,823 shares of common stock issued and outstanding. All share and per-share amounts included in this Annual Report are presented as if the stock split has been effective from the beginning of the earliest period presented.

On* February**28,* 2025, the Company agreed to make cash payments of $148,853 and issue common shares of the Company valued at $2,200,000 to settle all amounts payable to Mr. Vogel in full. If and to the extent that the sale of the shares of the Company's common stock results in net proceeds greater than $2,200,000, then Mr. Vogel is required to pay all of such excess proceeds to the Company. If and to the extent that the sale of the Company's common stock results in net proceeds less than $2,200,000, then the Company is required to pay cash to Mr. Vogel equal to such shortfall. In* March 2025,the Company plans to issue to Mr. Vogel 775,000 shares of its common stock. The Company further agreed to register the Company's common stock for resale by Mr. Vogel under the Securities Act of1933,* as amended. The settlement is designed to fully satisfy the existing obligation of over $3.2 million and result in a gain of approximately $0.8 million.

AGREEMENTS WITH MARATHON PETROLEUM CORPORATION

Investment Agreements

Effective* February 28, 2025,Comstock Fuels entered into a series of definitive agreements with subsidiaries of Marathon Petroleum Corporation (“Marathon”), involving the purchase of $14,000,000 in Comstock Fuels equity as part of Comstock Fuels’ planned Series A Financing, subject to a $700,000,000 valuation cap (“Investment”). The purchase price includes $1,000,000 in cash and $13,000,000 in payment-in-kind assets comprised of equipment, related intellectual properties, and other materials located at Marathon’s former renewable fuel demonstration facility in Madison, Wisconsin (“Payment-In-Kind Assets”), on and subject to the terms and conditions of the applicable transaction documents (“Investment Agreements”). The Payment-In-Kind Assets were transferred to Comstock Fuels as of February 28, 2025.The cash portion of the Investment will be made withinfive* business days of the execution by Comstock Fuels ofthird-party investment agreements for at least $25,000,000 in Series A Financing proceeds. The Investment Agreements included (i) a simple agreement for future equity governing the portion of the Investment issued in exchange for the Payment-In-Kind Assets; (ii) an asset transfer agreement to assign the Payment-In-Kind Assets; (iii) a license agreement covering applicable intellectual properties (“License Agreement”); and (iv) a letter agreement to provide post-closing conditions (“Letter Agreement”). Ancillary agreements delivered in connection with the Investment Agreements included a board observer agreement executed as of the Effective Date by and between Comstock Fuels and MPC Investment LLC (“MPC”), a subsidiary of Marathon, under which Comstock Fuels granted MPC board observation rights in connection with the Investment (“Board Observer Agreement”). Separately, Comstock executed a commercial lease agreement for Marathon’s former renewable fuels facility located in Madison, Wisconsin (“Madison Facility”), executed by and between Comstock Fuels and McAllen Properties, Inc., with an effective date of* March 1, 2025 (*“Lease Agreement”). Monthly rent payments under the Lease Agreement are about $44,000.

License Agreement

Comstock Fuels will use the Madison Facility to increase Comstock Fuels’ current pilot production capabilities in Wausau, Wisconsin, with Comstock Fuels’ patented, patent pending, and proprietary lignocellulosic biomass refining technologies (“Comstock IP”). The License Agreement provides for the grant by Virent, Inc. (“Virent”) to Comstock Fuels of a non-exclusive, non-transferable, non-assignable, non-sublicensable, perpetual, royalty-free license under the Virent IP solely for research and development purposes associated with the Virent Equipment (“Included Virent IP”), excluding applications involving the heterogenous catalysis of biomass-derived sugars (“Reserved License Field”). The License Agreement provides for Virent and Comstock Fuels to coordinate in good faith to obtain an additional license for the Reserved License Field for research and development purposes. Comstock also granted Marathon a reciprocal royalty-free, non-exclusive, sublicensable worldwide license to any improvements or additional intellectual property related to the Included Virent IP, excluding improvements to Comstock IP. The parties additionally agreed to negotiate in good faith for a commercial license in the event that a commercial opportunity is identified for the Included Virent IP, and Virent granted Comstock Fuels a right offirst refusal in the event that Virent transfers some or all of the Included Virent IP to athird party, subject to applicable pre-existing rights held bythird parties.

Letter Agreement

The Letter Agreement requires the cash portion of the Investment to be made withinfive business days of the execution by Comstock Fuels ofthird-party investment agreements for at least $25,000,000 in Series A equity financing. The Letter Agreement additionally requires Comstock Fuels to grant Virent a lien on the Virent Equipment if Comstock Fuels doesnot complete $25,000,000 in the Series A equity financing withinnine months of the Effective Date. The Letter Agreement additionally reiterated certain elements of the* February 6, 2025,term sheet by and between Comstock, including agreement of the parties to execute on or about May 31, 2025, (*i) a definitive offtake agreement under which Marathon or its affiliates will purchase advanced biomass-based intermediates and fuels from Comstock Fuels’ planned commercial demonstration facility; and (ii) a joint development agreement under which Marathon or its affiliates will provide support services to Comstock Fuels in exchange for a warrant which creates the option for Marathon to purchase additional equity in Comstock Fuels.

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