Comstock Inc.

NOTE1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REFERENCES TO THE COMPANY

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

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Comstock Inc. and its wholly and majority owned subsidiaries. Intercompany transactions have been eliminated. The condensed consolidated financial statements donot include all disclosures required of annual consolidated financial statements and, accordingly, should be read in conjunction with our consolidated financial statements and notes thereto in our Annual Report on Form10-K for the fiscal year ended* December 31, 2024*. Operating results for thethree-months ended* March 31, 2025* * may**not* be indicative of full year2025 results.

In management's opinion, the accompanying condensed consolidated financial statements contain all adjustments necessary for a fair statement of our financial position as of* March 31, 2025*, and our results of operations, changes in equity and cash flows for thethree-months ended* March 31, 2025and2024*.

REVERSE STOCK SPLIT

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 but does impact earnings per diluted shares. The reverse stock split didnot impact the total stockholders’ equity, the number of authorized shares of common stock, or the par value per share.

LIQUIDITY AND CAPITAL RESOURCES

The condensed consolidated financial statements are prepared on the going concern basis of accounting that assumes the realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has had recurring net losses from operations and had an accumulated deficit of $344.7 million at* March 31, 2025*. For thethree-months ended* March 31, 2025*, the Company recognized a net loss of $9,093,931. Cash and cash equivalents increased by $2,952,502 from $954,271 at* December 31, 2024* to $3,906,773 at* March 31, 2025*. The Company intends to fund our operations over the nexttwelve months from revenues from our solar panel recycling business, government grants for our fuels business, issuance of subsidiary-level equity, issuance of equity under our existing shelf registration statement, planned licensing and related engineering services fees, 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, government grants, 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, revenue from our solar panel recycling operations, sales from licensing our lignocellulosic technology and related engineering services, government grants, 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.

RECLASSIFICATIONS

Certain prior period amounts have been reclassified to conform to the2025 financial statement presentation. Reclassifications hadno effect on net income (loss), cash flows, or stockholders' equity as previously reported.

RECENTLY ISSUED ACCOUNTING STANDARDS

In* December 2023,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2023-09 (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 adopted the standard on January 1, 2025and doesnot* expect the adoption to have a material impact on the consolidated financial statements.

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* March 31, 2025* and* December 31, 2024* our investments include:

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:

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”) and recognized an initial investment 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 Note9*).

At* March 31, 2025*, the future remaining payments, net implied interest, totaled $1,162,957 (see Note6). For thethree-months ended* March 31, 2025*, the Company recorded $41,438 in equity income from affiliates for our investment in the Developer. For thethree-months ended* March 31, 2024,no equity income or loss from affiliates was recognized for our investment in the Developer. During thethree-months ended March 31, 2025and2024*, the Company paid $0 and $120,000, respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement.

Hexas Biomass Inc.

On* January 14, 2025,the Company executed an agreement with Hexas Biomass Inc. (“Hexas”), wherein 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. The Company also agreed to invest in Hexas in the amount of $500,000 in a simple agreement for future equity (“Hexas SAFE”), paid in a series offour* tranches in2025. As of* March 31, 2025*, the Company invested $366,667 in the Hexas SAFE. The Company has elected to account for this investment at cost and classified the Hexas SAFE in Investments on our condensed consolidated balance sheet. On* April 4, 2025,*the Company invested the final tranche of $133,333 for total investment in the Hexas SAFE of $500,000.

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

At* March 31, 2025* and* December 31, 2024,the Company owns 35,662 Green Li-ion preferred shares and our ownership remained at 13.34%. The Company monitors additional equity issuances and other potential orderly transactions of Green Li-ion to assess whether the equity securities issued are similar investments requiring adjustments of our investments carrying value to fair value. During thethree*-months ended* March 31, 2025and2024*,no adjustments were made to the carrying value of our investment in Green Li-ion asno orderly transactions were observed during those periods.

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

The Company's CEO is an executive of SSOF. The Company concluded that its investment in SSOF is a VIE because the Company has both operational and equity risk related to SSOF, and SSOF currently has insufficient equity at risk. The Company also concluded that it isnot the primary beneficiary of SSOF becauseno one individual or entity has unilateral control over significant decisions and accordingly, SSOF isnot consolidated. The Company monitors additional equity issuances and other orderly transactions of SSOF to assess whether the equity securities issued are similar investments requiring adjustments of our investments carrying value to fair value.

For thethree-months ended* March 31, 2025*, the Company invested an additional$300,000 in SSOF for 166,667 additional common shares at $1.80 per share. At* March 31, 2025* and* December 31, 2024,the Company owns 11,041,667 and 10,875,000, respectively, of SSOF shares and our ownership is at 17.46% and 17.27%, respectively. At March 31, 2025*, the Company’s maximum exposure to loss as a result of its involvement with SSOF is limited to its investment of $19,875,000.

NOTE3 NOTES RECEIVABLE

Notes receivable at* March 31, 2025* and* December 31, 2024* include:

RenFuelK2B* AB (“RenFuel”)*

During thethree-months ended * March 31, 2025*, the Company funded $430,000 associated with the Senior Secured Convertible Note. For thethree-months ended* March 31, 2025and2024*, the Company recognized interest income of $29,344 and $4,267, respectively. As of* March 31, 2025* and* December 31, 2024,interest receivable on theno*te is $87,348 and $58,004, respectively, andis included in prepaid expenses and other current assets on our condensed consolidated balance sheet.

NOTE4 PROPERTIES, PLANT AND EQUIPMENT, NET AND MINERAL RIGHTS

Properties, plant and equipment at* March 31, 2025* and* December 31, 2024* include the following:

During thethree-months ended* March 31, 2025and2024*, we recognized depreciation expenseof $147,680 and $139,938, respectively. At* March 31, 2025* and* December 31, 2024,the Company had $12,676,860 and $433,411, respectively, of properties, plant and equipment that werenot* yet placed in service and havenot yet begun depreciating.

Marathon Payment-In Kind Assets

On* February 28, 2025,the Company, entered into a series of definitive agreements with Virent, Inc. (“Virent”), a wholly owned subsidiary of Marathon Petroleum Corporation (“Marathon”) (see Notes9* and11). Pursuant to the agreements, the Company received assets comprised of equipment and other materials as payment-in-kind in return for a Simple Agreement For Equity (“Marathon SAFE”) located at Marathon’s former renewable fuel demonstration facility in Madison, Wisconsin. The Company accounted for the payment-in-kind as an asset purchase acquisition and recorded payment-in-kind assets plus any direct transaction costs at the estimated relative fair value of the future equity consideration granted through the Marathon SAFE Note. As of* February 28, 2025,the assets were transferred and the Company recorded at fair value of $12.0 million classified in properties, plant and equipment on our condensed consolidated balance sheet. At March 31, 2025,the payment-in-kind assets werenot* yet placed in service and havenot yet begun depreciating.

Mineral Rights and Properties

Our mineral rights and properties at* March 31, 2025* and* December 31, 2024* consisted of the following:

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The Comstock Mineral Estate includes all of the Company's resource areas and exploration targets. During thethree-months ended* March 31, 2025and2024*, we didnot record any depletion expense, asnone of the mineral properties are currently in production. Our mineral exploration and mining lease payments are classified as selling, general and administrative expenses in the condensed consolidated statements of operations.

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 Limited Liability Company to Mackay, for an aggregate purchase price of $2,750,000, of which $1,000,000 was paidin cash in2024, with another $1,750,000 remaining due and payable in cash and stock that isclassified in accounts receivable on our condensed consolidated balance sheet. For the year ended* December 31, 2024,*the Company recognized a gain on the sale of these mineral rights of $0.8 million.

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 Mineral Exploration and Mining Lease Agreement (“Mackay Mining Lease”).

For thethree-months ended* March 31, 2024,the Company recorded revenue of $390,625 related to the Mackay Mining Lease which included the quarterly lease payments of $375,000 and amortization of the lease initiation fee of $15,625. Pursuant to the Mackay MIPA and termination of the Mackay Mining Lease, no additional revenue was recorded in2025.*

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 class ified as Assets Held for Sale on the condensed consolidated balance sheet as of* March 31, 2025* and* 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 condensed consolidated balance sheet as of* March 31, 2025* and* December 31, 2024*.

The Company’s assets held for sale at* March 31, 2025* and* December 31, 2024* include the following:

NOTE5 INTANGIBLE ASSETS

The Company’s intangible assets at* March 31, 2025* and* December 31, 2024* include the following:

Accumulated amortization as of* March 31, 2025* and* December 31, 2024* consisted of the following:

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Amortization expense related to intangible assets of $217,978 and $503,374 was recognized for thethree-months ended* March 31, 2025and2024*, respectively.

Future minimum amortization expense is as follows at* March 31, 2025*:

Changes in the intangible assets balances for thethree-months ended* March 31, 2025and2024*, are presented below:

NOTE6 ACCRUED EXPENSES AND OTHER LIABILITIES - CURRENT

Accrued expenses and other liabilities - current at* March 31, 2025* and* December 31, 2024* consisted of the following:

Payable to Research and Development Company

As of* March 31, 2025*, the short-term payable to a research and development company of $831,986 and long-term payable of $330,971 consists of payments due under the Securities Purchase Agreement dated* March 1, 2024,between the Company and research and development company (see Note2*). During thethree-months ended* March 31, 2025and2024*, the Company paid $0 and $120,000, respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement. For thethree-months ended* March 31, 2025and2024*, the Company recognized interest expense of$29,852 and $11,363, respectively, which represents the amortization of the discount that was recognized on the date of the agreement since the payable associated with the funding commitment is non-interest bearing.

Accrued Incentive Compensation

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 at* March 31, 2025* are presented below:

In2024, the Company estimated the2024 incentive compensation accrual to be $1,031,250. On* March 31, 2025,the Company estimated that the Compensation Committee of the Board of Directors would approve a final, lower2024* incentive award of $431,250 based on the final assessment of progress made on the originalthree year objectives of the2024 incentive plan that are expected to be paid in2025. For thethree-months ended* March 31, 2025*, the Company accordingly reduced the estimated2024 incentive accrual by $600,000.

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Changes in the accrued incentive compensation balance at* March 31, 2024*are presented below:

For thethree-months ended* March 31, 2024,the Company expensed $309,375 for the2024* accrued incentive compensation in the condensed consolidated financial statements. In2024, the Company's Compensation Committee of the Board of Directors determined that the estimated $1,332,169 for the2023 incentive compensation wouldnot qualify for payment based on an updated intermediate assessment of the progress made toward the objectives of thethree year incentive plan. The Company accordingly reduced the estimated2023 accrued incentive compensationby $1,332,169 in thesecond andthird quarters of2024.

LINICO Acquisition-Related Payable

As of* December 31, 2024,the total LINICO acquisition-related payable due to the former chief executive officer of LINICO (“Former LINICO CEO”) was $3,218,853 which consisted of a short-term payable of $1,018,853 and long-term payable of $2,200,000. In January 2025,the Company made an additional cash payment of $25,000 to reduce the payable to $3,193,853. On February**28,* 2025, the Company agreed to make final cash payments of $148,853 and issued 775,000 common shares of the Company with a fair value of $1,860,000 to settle all amounts payable to the Former LINICO CEO in full. The Company paid $98,853 against the LINICO acquisition-related payable with $50,000 remaining as of* March 31, 2025.The settlement was designed to fully satisfy the existing obligation of $3.2 million and resulted in a gain of $845,000 recognized as a gain on extinguishment of liability in our condensed consolidated statement of operations. The Company agreed to make up any shortfall if the proceeds from the sale of the shares of common stock are less than $2.2 million, and the Former LINICO CEO agreed to refund any excess proceeds (see Note11*). The Company further agreed to register the Company's common stock for resale by Former LINICO CEO under the Securities Act of1933, as amended, which became effective on* March 28, 2025.This contractual stock consideration has been recognized as a derivative on the condensed consolidated balance sheets (see Note11*).* *

Oklahoma Grant

On* December 11, 2024,the Company was granted an award of $3,000,000 (the “OKL Award”), pursuant to that Contract between the Oklahoma Department of Commerce and the Company for a contractual award from the Oklahoma Quick Action Closing Fund (the “Contract”). The OKL Award funds inthree tranches of $1,000,000 each within45* days Comstock Fuels Corporation (“Comstock Fuels”), a wholly owned subsidiary of the Company, meeting thesethree conditions:

The OKL Award must be used for purposes of economic development and related infrastructure development. The Award requires certain ongoing conditions to be met, including without limitation, creation of 45 jobs, with an average salary of $80,000 per person, $160 million of total investments, maintenance of headquarters by* March 31, 2026,with at leastten* jobs for a period of at leastten consecutive quartersno later than* December 31, 2030,and operation of a commercial demonstration biorefineryno* later than* December 31, 2031,otherwise the granted monies received would have to be repaid. In thefirst* quarter of2025, the Company met thefirst condition of the OKL Award and received $1.0 million from the Oklahoma Department of Commerce. The Company recognized grant income of $8,333 in other income (expense) in the condensed consolidated statement of operations and recognized deferred revenue of $33,334 in accrued expenses and other liabilities and $958,333 in long-term deferred revenue on the condensed consolidated balance sheet.

NOTE7 LEASES

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

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

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

Finance Lease

AST Asset Purchase Agreement

On* March 20, 2025,*the Company and American Science and Technology Corporation (“AST”) amended the License Agreement Amendments (the “Second License Agreement Amendments”) to supplement the Purchase Consideration and License Consideration such that additional consideration was delivered in the form of the Company’s common stock. The Second License Agreement Amendments requires the Company to:

On* March 20, 2025,pursuant to the Second License Agreement Amendments, the Company issued 985,000 shares of its common stock to AST with a fair value of $2,482,200 determined by the closing price per share of our common stock. The fair value of $2,482,200 for the 985,000 issued shares of common stock was allocated as a reduction to the remaining lease liability of $466,423, recognition of research and development expense of $1,487,476 and recognition of a derivative asset of $480,540. This contractual stock consideration has been recognized as a derivative on the condensed consolidated balance sheets (see Note11*).* *

As of* March 31, 2025*, AST holds 1,167,166 shares of the Company's stock which includes the 985,000 shares issued under the Second license Agreement Amendments,497,500 shares issued in2024 under a separate amendment, reduced by 315,334 shares sold by AST through* March 31, 2025*.

For thethree-months ended* March 31, 2025*, the Company recognized interest expense of $85,509 in connection with the 12% stated interest rate pursuant to the terms of the True Up Payment.

All of the assets purchased under the initial lease 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 pulp, paper and fuels. These assets haveno alternative future use. The facility is an industrial property located in Wausau, Wisconsin with alternative uses. Since its inception, payments under this contract were allocated to the separate lease and non-lease components of the contract based on their standalone estimated fair values. During thethree-months ended* March 31, 2025and2024*, the Company recog nized $1,562,901 and $79,935, respectively, of research and development expense associated with payments under this agreement. The expense forthree-months ended* March 31, 2025*, includes $1,487,476 from the stock consideration from the Second License Agreement Amendments discussed above.

Haywood Quarry Acquisition and Lease Agreement

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 an additional 150,000 shares of the Company's common stock to Decommissioning Services with a fair value of $509,850. The payment was applied against the make-whole derivative liability associated with the common stock. The increase in purchase price from $2.1 million to $2.2 million increased the right-of-use finance lease asset and the make-whole derivative liability by$100,000 (see Note11*).

For thethree-months ended* March 31, 2025and2024*, the Company paid Decommissioning Services $120,000 and $0, respectively, which resulted in a decrease in contractual stock consideration (see Note11). As of* March 31, 2025*, Decommissioning Services sold 49,552 shares of the Company's stock for net proceeds of $153,999 and holds 250,448 shares of the Company's stock.

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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. For thethree*-months ended* March 31, 2025and2024*, the fixed operating lease expense was $14,908.

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. For thethree*-months ended* March 31, 2025and2024*, the fixed operating lease expense was $217,875 and $0, respectively.

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

On* January 22, 2025,the Company, as lessee, signed a Building Lease Agreement (the “Oklahoma Office Lease”) with Gaillardia Parkway LLC to lease real property and improvements located in Oklahoma City, OK. The Oklahoma Office Lease is under athree*-year term which commenced on* February 1, 2025,withno* extension provision. Under the lease, rental expense is $5,244 per month for thefirst twelve rent payments, $5,403 per month for the nexttwelve months and $5,566 per month for the lasttwelve months of the lease term. At lease inception, the Oklahoma Office Lease was classified as an operating lease with a lease term ofthree years. At* February 1, 2025,the Company recorded a right-of-use asset and lease liability of $160,102, at a discount rate of 12.95%. For thethree*-months ended* March 31, 2025,*the fixed operating lease expense was $10,489.

On* February 27, 2025,the Company, as lessee, signed a Commercial Lease Agreement (the “Madison Commercial Lease”) with McAllen Properties Dane LLC to lease commercial property and improvements located in Madison, WI (see Note9*). The Madison Commercial Lease is under an initialseven-year term which commenced on* March 1, 2025with an optional renewal term offive* years. The Company expects to exercise the optionalfive-year renewal term. Under the lease, rental expense starts at $43,657 per month and escalates at fixed rates annually through thetwelve-year term. At lease inception, the Madison Commercial Lease was classified as an operating lease with a lease term oftwelve years. At* February 27, 2025,the Company recorded a right-of-use asset and lease liability of $3,388,455, at a discount rate of 14.24%, commensurate to atwelve-year lease term, inclusive of thefive-year renewal term. For thethree*-months ended* March 31, 2025,*the fixed operating lease expense was $43,657.

For thethree-months ended* March 31, 2025and2024*, short-term operating lease expense was $29,594 and $20,700, 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 thethree-months ended* March 31, 2025and2024*, revenues from operating leases on our land and building leased to others totaled $37,050 and$35,325, respectively.

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

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**NOTE8 ** DEBT OBLIGATIONS

Debt at* March 31, 2025* and* December 31, 2024* consisted of the following:

GHF, Inc. Unsecured Promissory Note

During thethree-months ended* March 31, 2025and2024*, the Company recognized interest expense of$126,937 and $158,447, respectively, including OID amortization of $0 and $94,273 respectively, in connection with this note.

Alvin Fund2022* Note*

During thethree-months ended* March 31, 2025and2024*, the Company recognized interest expense of $78,904 and $79,781, respectively in connection with the Alvin Fund2022 Note. As of* March 31, 2025and2024*, the Company issued an aggregate of 19,816 and 16,453 shares of unregistered restricted shares of common stock, respectively, with a fair value of $78,904 and $79,781, respectively, to Alvin Fund in lieu of cash payments for interest under the Alvin Fund2022 Note.

Alvin Fund2023* Note*

During thethree-months ended* March 31, 2025and2024*, the Company recognized interest expense of $62,138 and $93,002, respectively, which includes OID amortization of $0 and $51,117, respectively, in connection with the Alvin Fund2023 Note. As of* March 31, 2025and2024*, the Company issued an aggregate of 15,550 and 7,508 shares of unregistered restricted shares of common stock, respectively, with a fair value of $63,518 and $36,822, respectively, to Alvin Fund in lieu of cash payments for interest under the Alvin Fund2023 Note.

Kips Bay Select LP Unsecured2025* Convertible Note*

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 March 11, 2025,the Company received additional funding of $5,000,000, which resulted 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% per annum. 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 as debt issuance costs. The amount was recognized as additional discount on the note. The2025 Kips Bay Note contains conversion terms that are based on percentages of trading price and volumes. The terms require the conversion option to be bifurcated as a derivative. The initial derivative recorded totaled $1,920,000 and resulted in additional discount on the note (see Note11).

During thethree-months ended* March 31, 2025,the Company recognized interest expense of$274,884, which includes OID amortization of $211,891, in connection with the2025* Kips Bay Note.

In thefirst quarter of2025 pursuant to the2025 Kips Bay Note, the Company issued 1,490,624 shares of the Company's common stock to Kips Bay with a fair value of $4,001,243 at an average conversion price of $2.68.

The loss on debt conversion recognized during thethree-months ended* March 31, 2025* was calculated as follows:

AQMS Note

During thethree-months ended* March 31, 2025and2024*, the Company recognized interest expense of $2,407 and $13,388, respectively, in connection with the AQMS note payable. As of* March 31, 2025*, the AQMS note payable was paid off in full.

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NOTE9 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* March 31, 2025*:

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. During thethree-months ended* March 31, 2025and2024*, the Company recognized expense associated with the Operating Agreement of $222,236 in selling, general, and administrative expense on the condensed consolidated income statements. At* March 31, 2025* and* December 31, 2024*, approximately $480,000 and $390,000, respectively, in scheduled cash contributions were included in accounts payable on the condensed consolidated balance sheets. The Company anticipates making these contribution payments through the remainder of the required term (* September 2026)*to fully satisfy the obligation.

RENFUEL LICENSE PAYMENTS

On* October 11, 2023,as amended on December 22, 2023,the Company and RenFuel signed an Exclusive License Agreement, pursuant to which RenFuel granted Comstock Fuels 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. On February 19, 2025,*Comstock Fuels and RenFuel executed another amendment to the Exclusive License Agreement to expand the territory from North, Central, South America, Australia, New Zealand, and Vietnam to worldwide except for Europe.

The Company is required to spend a minimum of $250,000 per quarter on commercially reasonable research, development and commercialization activities. As of* March 31, 2025*, this commitment remains satisfied (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 thethree-months ended* March 31, 2025and2024*, the Company recorded $350,700 and $116,900, respectively, as research and development expense in the condensed consolidated statements of operations. 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.

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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, commenced 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. At * March 31, 2025*, in accordance with the funding commitments under the Comstock License Agreements, the Company recognized $205,204 of patent fee expense in accrued expenses and other liabilities on the condensed consolidated balance sheets.

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. For thethree-months ended* March 31, 2025*, $404,232 has been funded under the agreement and recognized as research and development expense.

On* October 1, 2024,the Company 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 required the Company to pay fees of $100,000 that were 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. For thethree-months ended* March 31, 2025*, the Company paid $65,000 in annual royalty fees recognized asresearch and development expense in our condensed consolidated statement of operations. Annual royalty payments are as follows:

The Company has sublicensing rights and will pay a royalty fee equal to 15% of any such sublicensing revenue to NREL. The royalty fee and the sublicensing fee will be reduced to 2% and 10%, respectively, upon achievement of certain thresholds.

SACL Pte. Ltd.

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 projects; including, without limitation, completion of engineering and financing for SACL’sfirst* Licensed Facility in2025, followed by commissioning and commencement of production in2027.

Gresham’s Eastern (Pvt) Ltd.

On* February 12, 2025,the Company also executed a Master License Agreement with Gresham’s Eastern (Pvt) Ltd (“Gresham’s”), a Pakistan-based, sustainable energy engineering, equipment and construction company that intends to develop renewable energy projects in Pakistan. Under the terms of Gresham's 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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Marathon Petroleum Corporation

Investment Agreements

On* February 28, 2025,Comstock Fuels entered into a series of definitive agreements with Virent, involving the purchase of $14.0 million in Comstock Fuels equity as part of Comstock Fuels’ planned Series A preferred equity financing (“Series A Financing”), subject to a $700 million valuation cap (“Investment”). The purchase price includes $1.0 million in cash and $13.0 million in the Marathon SAFE Note issued in exchange for 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”). On February 28, 2025,the Payment-In-Kind Assets were transferred to the Company. The Payment-In-Kind Assets were valued based on the fair value of the Marathon SAFE, which was recorded as a liability on the condensed consolidated balance sheet as of March 31, 2025.The fair value of the SAFE was determined to be $12.0 million, calculated by discounting the $13.0 million principal amount using estimated time periods and a35%* discount rate (see Note11). 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 planned Series A Financing cash 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 Fuels executed a commercial lease agreement for Marathon’s former renewable fuels facility located in Madison, Wisconsin (“Madison Facility”) (see Note7).

License Agreement

Comstock Fuels will use the Madison Facility to increase Comstock Fuels’ current pilot production capabilities, including the integration of those facilities with the existing facilities in Wausau, Wisconsin, leveraging Comstock Fuels’ patented, patent pending, and proprietary lignocellulosic biomass refining technologies (“Comstock IP”). The License Agreement provides for the grant by 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. The Virent IP consists of the transfer of know-how in order to use the Payment-In-Kind Assets and doesnot represent any standalone value to the Company, thus,no value was assigned to the Virent IP as of* March 31, 2025*.

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.

OTHER

The Company agreed to pay each of the independent directors a total of $160,000 annually, 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 the three-months ended* March 31, 2025and2024*, the Company recognized director fees expenses of $200,000 and $225,000, respectively. As of* March 31, 2025* and* December 31, 2024,director fees compensation included in accounts payable on the condensed consolidated balance sheet was $114,029 and $177,500, respectively. As of March 31, 2025* and* December 31, 2024,the Company accrued $1,125,000 and $1,000,000, 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 condensed consolidated balance sheet.

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

NOTE10 EQUITY

Issuance of Registered Shares of Common Stock

2025 Issuances

On* February 3, 2025,the Company issued 66,035 registered shares of its common stock for debt-issuance costs equal to 3% of the principal amount of the2025* Kips Bay Note with a fair value of $319,149 (see Note8).

Issuance of Unregistered Shares of Common Stock

2025 Issuances

During thethree-months ended* March 31, 2025*, the Company issued 35,366 shares of unregistered restricted shares of its common stock with a fair value of $142,422 to Alvin Fund LLC in lieu of payment of interest under the Alvin Fund2022 and2023 Notes(see Note8).

During thethree-months ended* March 31, 2025*, pursuant to the2025 Kips Bay Note, the Company issued 1,490,624 shares of the Company's common stock to Kips Bay with a fair value of $4,001,243 at an average conversion price of $2.68 (see Note8).

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On* March 20, 2025,the Company issued 985,000 shares of unregistered restricted shares of its common stock with a fair value of $2,482,200 to American Science and Technology Corporation in accordance with a lease amendment (see Note7*).

On* February 28, 2025,the Company issued 775,000 shares of unregistered restricted shares of its common stock with a fair value of $1,860,000 to the Former LINICO CEO in accordance with a LINICO acquisition-related payable (see Note6*).

On* January 27, 2025,the Company issued 44,024 shares of unregistered restricted shares of its common stock for debt-issuance costs equal to 2% of the principal amount of the2025* Kips Bay Note with a fair value of $212,766 (see Note8).

2024 Issuances

On* March 27, 2024,the Company issued 25,000 shares of unregistered restricted common stock with a fair value of $85,000 to ClearThink as payment for commitment fees under the2024* ClearThink Agreement.

During thethree-months ended* March 31, 2024*, the Company issued 23,961 shares of unregistered restricted shares of its common stock with a fair value of $116,603 to Alvin Fund LLCin lieu of payment of interest under the Alvin Fund2022 and2023 Notes(see Note8).

On* January 11, 2024,the Company issued 30,893 restricted shares of its common stockfor debt-issuance costs with a fair value of $157,895 (see Note8*).

Noncontrolling Interest

On* March 1, 2023,Comstock Metals LLC (“Comstock Metals”), a wholly owned subsidiary of the Company, entered into an Employment Agreement with the President of Comstock Metals (“Metals President”). As part of this agreement, the Metals President was to receive 20% of the equity in Comstock Metals, vesting evenly, over afive*-year period which commenced on* March 1, 2023through March 1, 2028.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 the Metals President entered into a Rescission Agreement to rescind the Employment Agreement and cancel the Metals President 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 three-months ended March 31, 2025and2024*, the Company recognized share-based compensation expense of $0 and $43,150, respectively, associated with the rescinded agreement. As of* March 31, 2025* and* December 31, 2024,*the Company owned 100% of Comstock Metals.

Warrants

Outstanding warrants at* March 31, 2025* and* December 31, 2024* are as follows:

During thethree-months ended* March 31, 2025and2024*, no warrants to purchase common stock were issued, exercised, or expired.

NOTE11 FAIR VALUE MEASUREMENTS

The following table presents our assets and liabilities measured at fair value on a recurring basis at* March 31, 2025*:

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

VALUATION METHODOLOGIES

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

Derivatives

The Company has several derivatives associated with its common stock including make-whole commitments and debt conversion options. The following tables presents changes in our derivative assets and liabilities for thethree-months ended* March 31, 2025and2024*, measured at fair value:

At* March 31, 2025* and* December 31, 2024*, the fair value of the derivative assets (Haywood and AST) and derivative liabilities (LINICO acquisition-related payable and Kips Bay) were based on a trading price of the Company’s shares of $2.44, and $8.00, respectively. At* March 31, 2024*, fair value of the LINICO, the Haywood, and GenMat derivatives were based on a trading price of the Company’s shares of $3.60.

2025 Kips Bay Select LP Conversion Option

On* January 10, 2025,the Company recorded a derivative liability on the condensed consolidated balance sheets in connection with the Kips Bay Note. On that date, the $1,700,000 fair value of the derivative liability was determined based on the bifurcation of the derivative liability from the convertible note. The derivative was valued using a Monte Carlo valuation model with a conversion price equal to 88% of the7*-day minimum VWAP, discount rate of 35%, risk free rate of 4.24%, and volatility of 103.0%. On* March 11, 2025,the Company bifurcated the conversion feature for thesecond* $5.0 million tranche and recorded a derivative liability with a corresponding additional to debt discount of $220,000 reflected in our condensed consolidated balance sheet. The derivative for thesecond tranche was valued using a Monte Carlo valuation model with a conversion price equal to 88% of the7-day minimum VWAP, discount rate of 35% risk free rate of 3.98%, and volatility of 126.0%.

Duringthree-months ended* March 31, 2025*, the Company recorded a gain of $501,645 for the change in the fair value of the derivative. Duringthree-months ended* March 31, 2025*, $498,355 of the derivative liability decreased in connection with the conversion of the related debt into shares of common stock. The derivative liability was classified within Level3 of the valuation hierarchy.

In2025, the range of variables used to calculate the original fair value of the conversion option derivative and the fair value on the dates of conversion are as follows.

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LINICO Acquisition-Related Payable Derivative Instrument

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 for the acquisition of LINICO to the Former LINICO CEO in full (see Note6). The Company agreed to make up any shortfall if the proceeds from the sale of the shares are less than $2.2 million, and Former LINICO CEO agreed to refund any excess proceeds. In* March 2025,the Company issued to Former LINICO CEO 775,000 shares of its common stock with a fair value $1,860,000 and recorded a derivative liability of $340,000. The Company further agreed to register the Company's common stock for resale by Former LINICO CEO under the Securities Act of1933,* as amended, which became effective on* March 28, 2025.The settlement is designed to fully satisfy the existing obligation of over $3.2 million and resulted in an estimated gain of $845,000 reflected in gain on extinguishment of liability on our condensed consolidated statement of operations. Duringthree*-months ended* March 31, 2025*, the Company recorded a gain of $31,000 for the change in the fair value of the derivative. The derivative liability was classified within Level2 of the valuation hierarchy.

AST Derivative Instrument

On* March 20, 2025,the Company recognized a derivative asset on the condensed consolidated balance sheets in connection with the Second License Agreement Amendments (see Note7*). On that date, the $480,540 fair value of the derivative asset was determined based on the excess of the fair value of 1,207,166 shares of our common stock issued to and held by AST over the $3.5 million contractual stock consideration required under the agreement. The value of the shares was based on the $2.52 closing price per share of our common stock on that date. The Company further agreed to register the Company's common stock for resale by AST under the Securities Act of1933, as amended, which became effective on* April 7, 2025.At March 31, 2025,the fair value of Comstock’s shares held by AST of 1,167,166 shares was based on the closing price per share of our common stock of $2.44 with a fair value of the derivative asset of $392,000. Duringthree*-months ended* March 31, 2025*, the Company recorded a loss of $88,540 for the change in the fair value of the derivative. The derivative asset was classified in Level2 of the valuation hierarchy.

Haywood Derivative Instrument

On* April 7, 2022,the Company recognized a derivative asset on the condensed consolidated balance sheets in connection with the lease from Haywood (see Note7*). 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 Note7) increasing the commitment by $100,000 from $2.1 million to $2.2 million. 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 Note7*). During thethree-months ended* March 31, 2025* and the year-ended* December**31,* 2024, the Company paid Haywood$120,000 and $420,000, respectively, which resulted in a decrease in contractual stock consideration. As of* March 31, 2025*, Decommissioning Services sold 49,552 shares of the Company's stock for net proceeds of $153,999. At* March 31, 2025*, the fair value of the 250,448 shares was based on the closing price per share of our common stock of $2.44 and the fair value of the derivative asset was $14,942. Duringthree-months ended* March 31, 2025*, the Company recorded a loss of $1,634,908 for the change in the fair value of the derivative. The deri vative asset is classified within Level2 of the valuation hierarchy.

Marathon SAFE Note Instrument

On* February 28, 2025,Comstock Fuels entered into a series of definitive agreements with Virent, involving the purchase of Comstock Fuels equity as part of Comstock Fuels’ planned Series A Financing (see Notes4* and9). At* March 31, 2025*, the Company recognized the Marathon SAFE Note liability of $12.0 million on the condensed consolidated balance sheets in connection with the agreement with Virent and elected to account the Marathon SAFE Note liability under the fair value option. The Marathon SAFE Note liability was estimated with assistance fromthird-party valuation specialists and valued using a probability weighted present value of the Marathon SAFE Note with the discount factor based on published venture capital rate of returns of 35% and a discounting period range of 0.25 to 0.84 years. The Marathon SAFE Note liability was classified within Level3 of the valuation hierarchy.

Other Financial Instruments

At* March 31, 2025*, the carrying amount of cash and cash equivalents, notes receivable and debt carried at amortized costs, approximates fair value because of the short-term maturity of these financial instruments.

NOTE12 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.

Net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. For thethree-months ended* March 31, 2025and2024*, all common stock equivalent shares, including warrants to purchase common stocks and a conversion option on a convertible debt, are antidilutive.

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NOTE13 SEGMENT REPORTING

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

Summarized financial information relating to our reportable segments is provided below. Our chief operating decision maker (“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* March 31, 2025*, consisted of the following:

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

As of* March 31, 2025*, the Company hasone customer, RWE, that accounted for over10% of our revenues andtwo customers, RWE and Mackay Precious Metals Inc., that accounted for over10% of our accounts receivable balance. As of* March 31, 2024,the Company hasone customer, Mackay Precious Metals Inc., that accounted for over10%* of our revenues and accounts receivable balance. At* March 31, 2025*, Comstock Metals billed $1.34 million of which $743,912 was for billed for decommissioning services and recorded as revenue and $600,215 was for recycling service fees that were billed and recorded as additional deferred revenue in the period as the recycling services werenot completed. Total deferred revenue for these services was $755,786 as of* March 31, 2025*.

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NOTE14 RELATED PARTY TRANSACTIONS

The following related party transactions occurred during thethree-months ended* March 31, 2025and2024*.

TRANSACTIONS INVOLVING SIERRA SPRINGS OPPORTUNITY FUND

At* March 31, 2025*, the Company’s total investment in SSOF has a carrying value of $19,875,000, representing 11,041,667 shares of common stock, or 17.46% 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 13.71% of total asconverted SSOF shares of common stock. The Company's chief executive officer hasnot received compensation from either SSOF or SSE.

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. For thethree-months ended* March 31, 2025*, the Company paid an additional $180,000 to FPC reducing the remaining payable from future cash flows to $16,195,000. 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 the president of Comstock Metals LLC, signed an agreement in which the president 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* March 31, 2025* and* December 31, 2024,the metal recycling furnace is included in Properties, plant and equipment, net and the corresponding liability is included in other liabilities (long- term) on the condensed consolidated balance sheet. For thethree*-months ended* March 31, 2025and2024*, the Company recognized depreciation expense on the metal recycling furnace of $4,688.

OTHER

The Company is currently assessing an agreement with an affiliate company the Company’s director and chief technology officer (“CTO”), 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, the CTO 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 the CTO. The Company madeno payments for thethree-months ended* March 31, 2025and2024* to the CTO. As of the* March 31, 2025*, no agreement has been determined between the Company and the affiliated company of the CTO. For thethree-months ended* March 31, 2025and2024*, the Company recognized expense of $0 and $10,500, respectively, that was paid to the CTO 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 Note7*). The Company's chief executive officer is an executive officer 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.

NOTE15 SUBSEQUENT EVENTS

In* April 2025and May 2025,pursuant to the2025* Kips Bay Note, the Company issued 1,684,476 shares of the Company's common stock to Kips Bay with a fair value of $3,716,954 at an average conversion price of $2.21 for converted principal of $2,900,000 and accrued interest of $48,959.

On* May 5, 2025,the Company issued 24,228 shares of unregistered restricted shares of common stock with a fair value of $61,447 to Alvin Fund LLC in lieu of payment of interest under the Alvin Fund2023* Note.

On* May 5, 2025,the Company executed subscription agreements withtwo* investors for a*$1.5* million private placement of the Company’s restricted unregistered common stock at*$2.40* per share. The Company plans to issue shares of restricted unregistered common stock to the investors of416,667 and208,333, respectively, for $1,000,000 and $500,000, respectively.

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