Comstock Inc.

NOTE1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS AND REFERENCES TO THE COMPANY

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

ORGANIZATION AND NATURE OF OPERATIONS

Comstock innovates and commercializes technologies, systems and supply chains that extract, integrate and convert under-utilized natural and waste resources into clean energy products, including pioneering technologies that produce electrification metals from end-of-life electronics, and investments, like Green Li-ion Pte. LTD (“Green Li-ion”), that produces electrification products from recycled electrification waste and Bioleum Corporation (“Bioleum”), that produces renewable fuels from waste, purpose grown energy crops and other forms of woody biomass.

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 andsix-months ended* June 30, 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* June 30, 2025*, and our results of operations and changes in equity for thethree andsix-months ended* June 30, 2025and2024*, and our cash flows for thesix-months ended* June 30, 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.

GOVERNMENT GRANT REVENUE

The Company generates grant income from government grants and determined that the grants arenot within the scope of Accounting Standards Codification (“ASC”)606 as the government entities donot meet the definition of a contract with a customer. The Company has concluded that the grants meet the definition of an asset grant under International Accounting Standards (“IAS”)20 and elected to use the deferred income approach to recognized the deferred income over the life of the asset. The Company recognizes funding received from grants as other income, rather than as a reduction of depreciation expense. The Company recognizes other income only after the conditions of grants have been incurred and it is reasonably assured that the conditions will be met. The Company recognizes related deferred revenue in long-term deferred revenue on the condensed consolidated balance sheet which is recognized as grant income over the life of the asset.

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 $352.6 million at* June 30, 2025*. For thesix-months ended* June 30, 2025*, the Company recognized a net loss of $16,920,874. Cash and cash equivalents increased by $17,633,471 from $954,271 at* December 31, 2024* to $18,587,742 at* June 30, 2025*. The Company intends to fund our operations over the nexttwelve months from revenues from our solar panel recycling business, issuance of equity under our existing shelf registration statement, issuances of debt, 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 condensed 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 investments, government grants, borrowings, and various other means, there isno assurance we will be able to obtain additional equity capital or other financing, if needed.

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.

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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.

NOTE2 INVESTMENT IN BIOLEUM CORPORATION

In* May 2025,Bioleum Corporation (“Bioleum”), a newly formed consolidated subsidiary, issued 2.0 million Series2* Convertible Preferred Shares to the Bioleum founders (“Founders Group”) in exchange for the assignment of developed technologies (see Notes6 and11). The Founders Group consisted of11 Bioleum founders, all of which were former employees of the Company andthree of which were former officers of the Company, allthree of which ceased being officers upon the execution of the Assignment Agreement. On* May 22, 2025,the Company completed the separation of its renewable fuels segment into Bioleum and on May 27, 2025,Bioleum received athird*-party investment of $20 million in Convertible Preferred Stock - Series A (“CP Series A”) issued directly by Bioleum. On* May 21, 2025,*the Company also entered into an Investors’ Rights Agreement, Voting Agreement, Right of First Refusal and Co-Sale Agreement, Management Services Agreement with Bioleum (collectively, the “Bioleum Transaction Documents”).

Variable Interest Entity(“VIE”) Assessment

The Company assessed our Bioleum investment under the VIE model in accordance with ASC810, Consolidation. The Company holds a variable interest in Bioleum through our restricted convertible preferred stock equity interest and determined that Bioleum is a VIE. The Company considers qualitative and quantitative factors regarding the nature, size and form of our involvement with the VIE including our significant economic interest in Bioleum, a non-controlling50% representation on Bioleum's board of directors, and limited participation in the day-to-day management activities. Based on these factors, the Company was determined to be the primary beneficiary of Bioleum. Accordingly, the accounts of Bioleum are included in our condensed consolidated financial statements.

NOTE3 INVESTMENTS

At* June 30, 2025* and* December 31, 2024*, our investments include:

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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”) withan 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 Note10*).

At* June 30, 2025*, the future remaining payments, net implied interest, totaled $1,193,140 (see Note7). For thethree-months ended* June 30, 2025and2024*, the Company recorded $24,000 and $48,400, respectively in equity loss from affiliates for our investment in the Developer. For thesix-months ended* June 30, 2025and2024*, the Company recorded $17,438 in equity gain from affiliates and $48,400 in equity loss from affiliates for our investment in the Developer. During thethree-months ended* June 30, 2025and2024*, the Company paid $0 and $60,000, respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement. During thesix-months ended* June 30, 2025and2024*, the Company paid $0 and $180,000, 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 through a series of Simple Agreement For Future Equity (“Hexas SAFE”), paid in a series of tranches in2025.* As of* June 30, 2025*, the Company invested $765,334 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.

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

At* June 30, 2025* and* December 31, 2024,the Company owned 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 thesix*-months ended* June 30, 2025and2024*,no adjustments were made to the carrying value of our investment in Green Li-ion asno orderly transactions for investments similar in nature to the Company's were observed during those periods.

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

The Company's chief executive officer is an executive of SSOF. The Company concluded that its investment in SSOF is a variable interest entity 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 investment’s carrying value to fair value.

For thesix-months ended* June 30, 2025*, SSOF issued additional equity of $2,850,000 at $1.80 per share, including $2,200,000 tothird-party investors for 1,222,222 additional common shares, and $650,000 at $1.80 per share for 361,111 additional common shares to the Company. At* June 30, 2025* and* December 31, 2024,the Company owns 11,236,111 and 10,875,000, respectively, of SSOF shares and our ownership is at 17.40% and 17.27%, respectively. At June 30, 2025*, the Company’s maximum exposure to loss as a result of its involvement with SSOF is limited to its investment of $20,225,000.

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NOTE4 NOTES RECEIVABLE

Notes receivable at* June 30, 2025* and* December 31, 2024* include:

RenFuelK2B* AB (“RenFuel”)*

During thesix-months ended* June 30, 2025*, the Company funded an additional $800,000 associated with the Senior Secured Convertible Note. For thethree-months ended* June 30, 2025and2024*, the Company recognized interest income of $35,851 and $8,078, respectively. For thesix-months ended* June 30, 2025and2024*, the Company recognized interest income of $65,195 and $12,345, respectively. As of* June 30, 2025* and* December 31, 2024,*interest receivable on the note is $123,199 and $58,004, respectively, and is included in prepaid expenses and other current assets on our condensed consolidated balance sheet.

NOTE5 PROPERTIES, PLANT AND EQUIPMENT, NET AND MINERAL RIGHTS

Properties, plant and equipment at* June 30, 2025* and* December 31, 2024* include the following:

During thethree-months ended* June 30, 2025and2024*, the Company recognized depreciation expense of $233,065 and $139,060, respectively. During thesix-months ended* June 30, 2025and2024*, the Company recognized depreciation expense of $380,745 and $278,998, respectively. At* June 30, 2025* and* December 31, 2024,the Company had $655,569 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 Notes10* and12). 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 Future Equity (“Marathon SAFE Note”) 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 $12.1 million, including $81,109 of capitalized professional fees, classified in properties, plant and equipment on our condensed consolidated balance sheet.

Mineral Rights and Properties

Our mineral rights and properties at* June 30, 2025* and* December 31, 2024* consisted of the following:

The Comstock Mineral Estate includes all of the Company's resource areas and exploration targets. During thesix-months ended* June 30, 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 membership interest purchase agreement (the “Mackay MIPA”) with Mackay Precious Metals Inc. (“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 (“Pelen”), for an aggregate purchase price of $2,750,000. The Northern Targets encompass both the Gold Hill and Occidental Lode claim groups in Storey County, Nevada. Pelen owns certain claims adjacent to and/or relevant to these northern claim groups. The Company was paid $1.0 million in cash in2024 and was due another $1.75 million in either cash or Mackay's publicly registered common stock that is due and payable. On* June 6, 2025,the parties executed an amendment (the “First Amendment”), to the Mackay MIPA. Pursuant to the First Amendment, the purchase price was increased to $2,950,000, bringing all final cash amounts due to a total of $1,950,000. As of June 30, 2025*, the Company received cash payments of $572,945 and recognized*$1,377,055* in accounts receivable on our condensed consolidated balance sheet. As of* August 13, 2025,the Company received additional cash payments of $949,995 with the final $500,000 cash payment due on or before August 30, 2025.For thethree* andsix-months ended* June 30, 2025*, pursuant to the First Amendment, the Company recognized an additional gain on the sale of mineral rights of $200,000 in our condensed consolidated statement of operations.

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Pursuant to a royalty agreement between the Company and Mackay, dated* December 18, 2024 (the “Mackay Royalty Agreement”) the Company is to receive a 1.5% royalty of Net Smelter Returns (as such term is defined in the Mackay Royalty Agreement). On December 18, 2024,the Company and Mackay mutually agreed to terminate the Mineral Exploration and Mining Lease Agreement, dated June 30, 2023 (*the “Mackay Mining Lease”).

For thethree andsix-months ended* June 30, 2024*, the Company recorded revenue of $390,626 and $781,251, respectively, related to the Mackay Mining Lease which included the quarterly lease payments of $750,000 and amortization of the lease initiation fee of $31,251. Pursuant to the Mackay MIPA and termination of the Mackay Mining Lease, no additional revenue will be 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 was classified as Assets Held for Sale on the condensed consolidated balance sheet as of* December 31, 2024*. As of* June 30, 2025*, the Company hasnot sold the industrial and commercial land and classified as properties, plant and equipment, net in our condensed consolidated balance sheet and reclassified the land to held and used from held for sale.

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* December 31, 2024*. As of* June 30, 2025*, the Company hasnot sold the senior water rights and classified as mineral rights and properties in our condensed consolidated balance sheet and reclassified the water rights to held and used from held for sale.

The Company’s assets held for sale at* June 30, 2025* and* December 31, 2024* include the following:

NOTE6 INTANGIBLE ASSETS

The Company’s intangible assets at* June 30, 2025* and* December 31, 2024* include the following:

Accumulated amortization as of* June 30, 2025* and* December 31, 2024* consisted of the following:

For thethree-months ended* June 30, 2025and2024*, amortization expense related to intangible assets was $393,775 and $503,374, respectively. For thesix-months ended* June 30, 2025and2024*, amortization expense related to intangible assets was $611,753 and $1,006,748, respectively.

Amendment to Flux Photon Asset Purchase Agreement

On* September 7, 2021,the Company acquired certain intellectual property and related equipment (the “FPC Assets”), pursuant to a certain Asset Purchase Agreement (the “FPC Asset Purchase Agreement”) with Flux Photon Corporation (“FPC”). The Company's former chief technology officer and former director 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 Note15*). The original purchase price included a payable for the FPC Assets of*$18,000,000,* payable only from20% 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 subsidiaries until the purchase price was fully paid (the “Earn Out”), against which the Company previously advanced $1,150,000 in cash and applied an*$800,000* discount in consideration for those advance payments, resulting in a remaining balance of*$16,050,000.*

In connection with entering the Bioleum Transaction Documents on* May 21, 2025,the Company and FPC amended the FPC Asset Purchase Agreement (the “FPC Asset Purchase Agreement Amendment”) whereby the Company issued 2,000,000 shares of common stock to FPC,1,700,000 of such shares will go towards settling $10 million of the Earn Out, with true up provisions for any proceeds received by FPC that are below or in excess of $10 million, and the other 300,000 additional shares of common stock as settlement with certain FPC affiliates. Overall, the Company issued FPC and its affiliates 2,000,000 shares of its common stock with a fair value of $5,780,000 and due to the true up provision recognized a derivative liability of $5,087,000 and intangible asset of $10,867,000 (see Note12*). During thethree andsix-months ended* June 30, 2025,the Company recorded a gain of $1,530,000 for the change in the fair value of the derivative and as of June 30, 2025*, the derivative liability was $3,557,000.

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After the issuance of the 2,000,000 shares of its common stock to FPC for fulfillment of the Earn Out, Bioleum also retained an additional cash obligation of up to $6,050,000, that will be funded by the Company in exchange for additional CP Series A shares. To the extent that Bioleum raises additionalthird-party funds,2% of those funds would go directly to satisfying that obligation in lieu of the Company funding the obligation. As of* June 30, 2025*, Bioleum has paid $400,000 directly toward that obligation with the remaining $5,650,000 required to satisfy the FPC cash obligation; with a portion of this remaining obligation to be paid by either the Company, at a rate equal to $120,000 per month for18 months, and $60,000 per month thereafter, or Bioleum, at a rate of 2% of financing raised by itself and its subsidiaries, until such time as the entire $5,650,000 is paid in full by both the Company and Bioleum, in full settlement of the remaining Earn Out (see Note7). The Company has classified $1,440,000 currently as accrued expenses and other liabilities and*$4,210,000* as other long-term liabilities, respectively, at* June 30, 2025*. Bioleum agreed to issue shares of CP Series A shares to the Company in exchange for all of the cash payments made by the Company to Bioleum pursuant to the FPC Asset Purchase Agreement Amendment associated with this obligation. The Company accounted for the cash obligation of $6,050,000 as an acquisition cost of developed technologies and recognized an intangible asset of $4,468,617 and a corresponding short term and long term payable of $952,538 and $3,177,602, respectively, at* June 30, 2025*, for future cash payments for the cash commitment to FPC (see Note7). The Company determined the life of the developed technologies intangible assets to be 10 years and recognized amortization expense of $127,797 for thethree andsix months ended* June 30, 2025*.

Bioleum Founder Shares

Bioleum issued 2.0 million Series2 Convertible Preferred Shares to the Founders Group in exchange for the assignment of additional developed technologies (see Notes2 and11). The Company accounted for thetransactionas an asset acquisition as substantially all of the fair value of the assets acquired were concentrated in a single asset group, which are primarily developed technologies. The Company recognized the assets acquired at the fair value of consideration given and recognized an intangible asset of $5,280,000 and non-controlling equity interest and additional paid in capital of $2,636,382 and $2,643,618, respectively, in our condensed consolidated balance sheet (see Note11). The Company determined the life of the developed technologies intangible asset to be 10 years and recognized amortization expense of$44,000 for thethree andsix months ended* June 30, 2025*.

Future minimum amortization expense is as follows at* June 30, 2025*:

Changes in the intangible assets balances for thesix-months ended* June 30, 2025and2024*, are presented below:

NOTE7 ACCRUED EXPENSES AND OTHER LIABILITIES - CURRENT

Accrued expenses and other liabilities - current at* June 30, 2025* and* December 31, 2024* consisted of the following:

Payable to FPC

Pursuant to the FPC Asset Purchase Agreement Amendment, the Company is required to pay an additional $6,050,000 cash commitment to FPC for the remaining Earn Out due on the FPC Asset Purchase Agreement (see Note6). Since the payments arenot interest bearing, the Company calculated the implied interest of $1,581,383 on the future cash payments using an interest rate of 9.76% which was recognized as a discount on initial intangible asset of $6,050,000 and will be recognized over the payment term. As of* June 30, 2025*, the Company recognized a liability of $4,130,140, net of imputed interest, consisting of a short-term payable of $952,538 and long-term payable of $3,177,602 for future payments due under the FPC Asset Purchase Agreement (as amended). For thethree andsix-months ended* June 30, 2025*, the Company recognized interest expense of$61,522 which represents the amortization of the discount that was recognized on the date of the agreement since the payable associated with the commitment is non-interest bearing.

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Payable to Research and Development Company

As of* June 30, 2025*, the short-term payable to a research and development company (“Developer”) of $940,529 and long-term payable of $252,611 consists of payments due under the Securities Purchase Agreement dated* March 1, 2024,between the Company and Developer (see Note3*). During thethree-months ended* June 30, 2025and2024*, the Company paid $0 and $60,000, respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement. During thesix-months ended* June 30, 2025and2024*, the Company paid $0 and $180,000, respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement. For thethree-months ended* June 30, 2025and2024*, the Company recognized interest expense of$30,183 and $33,104, 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. For thesix-months ended* June 30, 2025and2024*, the Company recognized interest expense of$60,035 and $44,467, respectively.

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* June 30, 2025* are presented below:

In2024, the Company estimated the2024 incentive compensation accrual to be $1,031,250. As of* 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 in thesecond half of2025. For thethree andsix-months ended* June 30, 2025*, the Company accordingly reduced the estimated2024 incentive accrual by $0 and $600,000, respectively.

Changes in the accrued incentive compensation balance at* June 30, 2024* are presented below:

For thethree andsix-months ended* June 30, 2024*, the Company expensed $103,125 and $412,500, respectively, 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 compensation by $507,169 and $825,000, respectively, 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 entered into an amendment to make anticipated final payments consisting of $148,853 in cash and issued 775,000 common shares of the Company with a fair value of $1,860,000 in an effort to settle all amounts payable to the Former LINICO CEO in full. The Company paid $148,853 against the LINICO acquisition-related payable as of* June 30, 2025*. The settlement was designed to fully satisfy the existing obligation of $3.2 million and resulted in a gain of $845,000 recognized in thefirst quarter of2025 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 Note12). 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 contractual stock consideration was recognized as a derivative on the condensed consolidated balance sheets (see Note12*).* *

As of* June**30,* 2025, all common shares of the Company were sold by the Former LINICO CEO and all obligations were settled in full. In* June, 2025,*the Company received cash of $60,170 representing cash from the sale of the common shares in excess of amounts owed.

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. For thethree andsix-months ended* June 30, 2025*, the Company recognized grant income of $8,333 and $16,666, respectively, 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 $950,000 in long-term deferred revenue on the condensed consolidated balance sheet.

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NOTE8 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:

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 was recognized as a derivative (see Note12*).* *

As of* June 30, 2025*, AST holds 154,656 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 1,327,844 shares sold by AST through* June 30, 2025*. As of* June 30, 2025*, all obligations to AST were settled in full and the Company is due $722,361 comprised of the excess net proceeds received by AST from the sale of the Company's shares of $284,684 and an additional $437,677 which represents the fair value of the Company's common stock held by AST which will be reimbursed back to the Company. The AST reimbursement of excess proceeds from the sale of the Company's stock of $722,361 is recognized in accounts receivable on the condensed consolidated financial statements.

For thethree-months ended* June 30, 2025and2024*, the Company recognized interest expense of $49,083 and $70,192, respectively, in connection with the 12% stated interest rate pursuant to the terms of the True Up Payment. For thesix-months ended* June 30, 2025and2024*, the Company recognized interest expense of $134,592 and $70,192, respectively, in connection with the 12% stated interest rate pursuant to the terms of the True Up Payment. As of* June 30, 2025*, all obligations, including the True Up Payment, to AST were settled in full.

18

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* June 30, 2025and2024*, the Company recognized $0 and $1,288,115 respectively, of research and development expense associated with payments under this agreement. During thesix-months ended* June 30, 2025and2024*, the Company recognized $1,562,901 and $1,368,050, respectively, of research and development expense associated with payments under this agreement. The expense for thesix-months ended* June 30, 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 Note12*).

On* June 9, 2025,the parties amended the Purchase Agreement (the “Third Amendment”) to extend the latest date of the closing to December 31, 2025,*and issue an additional 200,000 common shares of the Company to Decommissioning Services. Pursuant to the Third Amendment, Comstock Exploration willnot be required to make cash payments following any month in which the sale of any common shares of the Company held by Decommissioning Services results in proceeds greater than $60,000. Pursuant to the Third Amendment, the Company issued an additional 200,000 shares of the Company's common stock to Decommissioning Services with a fair value of $700,000. The payment was applied against the make-whole derivative liability associated with the common stock.

For thethree-months ended* June 30, 2025and2024*, the Company paid Decommissioning Services $110,000 and $120,000, respectively, which resulted in a decrease in contractual stock consideration. For thesix-months ended* June 30, 2025and2024*, the Company paid Decommissioning Services $230,000 and $120,000, respectively, which resulted in a decrease in contractual stock consideration (see Note12). As of* June 30, 2025*, Decommissioning Services sold 290,000 shares of the Company's stock for net proceeds of $971,268 and holds 210,000 shares of the Company's stock.

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* June 30, 2025and2024*, the fixed operating lease expense was $14,908. For thesix-months ended* June 30, 2025and2024*, the fixed operating lease expense was $29,816.

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* andsix-months ended* June 30, 2025*, the fixed operating lease expense were $217,875 and $435,750, 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* andsix-months ended* June 30, 2025*, the fixed operating lease expense were $16,213 and $27,022, respectively.

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 Note10*). 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* andsix-months ended* June 30, 2025*, the fixed operating lease expense were $154,896 and $206,529, respectively.

For thethree-months ended* June 30, 2025and2024*, short-term operating lease expense was $63,402 and $24,800, respectively. For thesix-months ended* June 30, 2025and2024*, short-term operating lease expense was $92,996 and $45,500, respectively.

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

19

Operating Lease Income

For thethree-months ended* June 30, 2025and2024*, revenues from operating leases on our land and building leased to others totaled $36,550, and $36,600, respectively. For thesix-months ended* June 30, 2025and2024*, revenues from operating leases on our land and building leased to others totaled $73,600 and $71,925, respectively.

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

**NOTE9 ** DEBT OBLIGATIONS

Debt at* June 30, 2025* and* December 31, 2024* consisted of the following:

GHF, Inc. Unsecured Promissory Note

During thethree-months ended* June 30, 2025and2024*, the Company recognized interest expense of $128,347 and $133,884, respectively, including OID amortization of $0 and $21,755 respectively, in connection with this note. During thesix-months ended* June 30, 2025and2024*, the Company recognized interest expense of $255,284 and $292,331, respectively, including OID amortization of $0 and $116,028 respectively, in connection with this note. On* April 22, 2024,the Company and GHF amended the note (the “Amended GHF2021* Note”) to extend the maturity from* December 15, 2024to April 15, 2026and increase the interest rate from 6% to 12% per annum. The Company determined that the Amended GHF2021* Note resulted in a debt modification and recorded in thesecond quarter of2024 a loss on debt extinguishment of $331,891 in our condensed consolidated statement of operations. The principal due on the GHF2021 Note of $4,290,000 has been reassigned to Georges Trust (See Note16).

Alvin Fund2022* Note*

During thethree-months ended* June 30, 2025and2024*, the Company recognized interest expense of $79,781 and $79,781, respectively in connection with the Alvin Fund2022 Note. During thesix-months ended* June 30, 2025and2024*, the Company recognized interest expense of $158,685 and $159,562, respectively in connection with the Alvin Fund2022 Note. As of* June 30, 2025and2024*, the Company issued an aggregate of 53,281 and 42,437 shares of unregistered restricted shares of common stock, respectively, with a fair value of $159,562 and $160,439, respectively, to Alvin Fund in lieu of cash payments for interest under the Alvin Fund2022 Note. On* April 22, 2024,the Company and Alvin Fund LLC amended the Alvin Fund2022* Note to extend the maturity from* January 31, 2026to April 15, 2026 (See Note16*).

Alvin Fund2023* Note*

During thethree-months ended* June 30, 2025and2024*, the Company recognized interest expense of $62,827 and $69,100, respectively, which includes OID amortization of $0 and $11,796, respectively, in connection with the Alvin Fund2023 Note. During thesix-months ended* June 30, 2025and2024*, the Company recognized interest expense of $124,965 and $162,102, respectively, which includes OID amortization of $0 and $62,913, respectively, in connection with the Alvin Fund2023 Note. As of* June 30, 2025and2024*, the Company issued an aggregate of 39,778 and 19,065 shares of unregistered restricted shares of common stock, respectively, with a fair value of $124,964 and $79,627, respectively, to Alvin Fund in lieu of cash payments for interest under the Alvin Fund2023 Note. On* April 22, 2024,the Company and Alvin Fund LLC amended the Alvin Fund2023* Note to extend the maturity from* February 12, 2025to April 15, 2026and increase the interest rate from 8% to 12% per annum. The Company determined that the Amended Alvin Fund2023* Note resulted in a debt modification and recorded in thesecond quarter of2024 a loss on debt extinguishment of $189,731 in our condensed consolidated statement of operations (See Note16).

20

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 Note12).

During thethree andsix-months ended* June 30, 2025*, the Company recognized interest expense of $369,714 and $644,598, respectively, which includes OID amortization of $271,555 and $483,446, in connection with the2025 Kips Bay Note.

During2025, pursuant to the2025 Kips Bay Note, the Company issued 4,120,225 shares of the Company's common stock to Kips Bay with a fair value of $10,739,742 at an average conversion price of $2.61 (See Note16).

The loss on debt conversion recognized during thesix-months ended* June 30, 2025* was calculated as follows:

AQMS Note

During thethree-months ended* June 30, 2025and2024*, the Company recognized interest expense of $0 and $9,737, respectively, in connection with the AQMS note payable. During thesix-months ended* June 30, 2025and2024*, the Company recognized interest expense of $2,407 and $23,124, respectively, in connection with the AQMS note payable. As of* March 26, 2025,*the AQMS note payable was paid off in full.

NOTE10 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* June 30, 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* June 30, 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. During thesix-months ended* June 30, 2025and2024*, the Company recognized expense associated with the Operating Agreement of $444,472 in selling, general, and administrative expense on the condensed consolidated income statements. At* June 30, 2025* and* December 31, 2024*, approximately $570,000 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* June 30, 2025*, this commitment remains satisfied (see Note4).

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INVESTMENT IN LICENSED TECHNOLOGY

Developer (see Note3*)*

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”) (See Note3*). For thethree-months ended* June 30, 2025and2024*, the Company recorded $350,700 and $350,700, respectively, as research and development expense in the condensed consolidated statements of operations. For thesix-months ended* June 30, 2025and2024*, the Company recorded $701,400 and $467,600, respectively, as research and development expense in the condensed consolidated statements of operations. 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. As of* June 30, 2025*, in accordance with the funding commitments under the Comstock License Agreements, the Company paid $205,204 of patent fee expense. As of* June 30, 2025*, payables to the Developer included in accounts payable on the condensed consolidated balance sheet was*$1,519,700.*

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”). 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 andsix-months ended* June 30, 2025*, $404,232 and $808,464, respectively, 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 thesix-months ended* June 30, 2025*, the Company paid $65,000 in annual royalty fees recognized as research 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.

22

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 Note, which was recorded as a liability on the condensed consolidated balance sheet as of June 30, 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 Note12). 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 Note8).

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* June 30, 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 the Company, (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. As of June 30, 2025*,$20.0 million of Series A equity financing has been completed.

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 thethree-months ended* June 30, 2025and2024*, the Company recognized director fees expenses of $200,000 and $200,000, respectively. For thesix-months ended* June 30, 2025and2024*, the Company recognized director fees expenses of $400,000 and $425,000, respectively. As of* June 30, 2025* and* December 31, 2024,director fees compensation included in accounts payable on the condensed consolidated balance sheet was $107,500 and $177,500, respectively. As of June 30, 2025* and* December 31, 2024,the Company accrued $1,250,000 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.

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.

NOTE11 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 Note9).

23

Issuance of Unregistered Shares of Common Stock

2025 Issuances* *

During thesix-months ended* June 30, 2025*, the Company issued 93,059 shares of unregistered restricted shares of its common stock with a fair value of $284,526 to Alvin Fund LLC in lieu of payment of interest under the Alvin Fund2022 and2023 Notes (see Note9).

During thesix-months ended* June 30, 2025*, pursuant to the2025 Kips Bay Note, the Company issued 4,120,225 shares of the Company's common stock to Kips Bay with a fair value of $10,739,742 at an average conversion price of $2.61 (see Note9).

On* June 12, 2025,the Company issued 200,000 shares of unregistered restricted shares of its common stock with a fair value of $700,000 to Decommissioning Services in accordance with the Amended Agreement (see Note8*).

On* June 10, 2025,the Company issued 2,000,000 shares of unregistered restricted shares of its common stock with a fair value of $5,780,000 to Flux Photon Corporation and affiliates in accordance with the Amendment to the FPC Asset Purchase Agreement (see Notes6* and12).

On* May 13, 2025,the Company executed subscription agreements withtwo* investors for private placement and issued 625,000 shares of unregistered restricted shares of its common stock for $1,500,000.

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 the lease amendment (see Note8*).

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 Note7*).

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 Note9).

2024 Issuances

During thesix-months ended* June 30, 2024*, the Company issued 61,502 shares of unregistered restricted shares of its common stock with a fair value of $240,066 to Alvin Fund LLC in lieu of payment of interest under the Alvin Fund2022 and2023 Notes (see Note9).

On* May 22, 2024,the Company issued 125,000 shares of restricted common stock of the Company to our chief executive officer for $500,000 (see Note15*).

On* April 19, 2024,*the Company issued 100,000 shares of restricted unregistered common stock to a single investor for $250,000.

On* April 19, 2024,*the Company issued 56,101 restricted common stock of the Company for a fair value of $162,693 to a professional services firm for consideration related to the Company's marketing services agreement.

On* April 11, 2024,pursuant to the amendment in connection with the Haywood lease, the Company issued 150,000 shares of common stock of the Company to Decommissioning Services with a fair value of $509,850 (see Note8*).

On* April 10, 2024,pursuant to the AST 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 (see Note8*).

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.

On* January 11, 2024,the Company issued 30,893 restricted shares of its common stock for debt-issuance costs with a fair value of $157,895 (see Note9*).

Noncontrolling Interest

For consolidated entities in which our ownership is less than100%, we record a non-controlling interest as a component of equity on the condensed consolidated balance sheets, which represents thethird-party ownership in the net assets of the respective consolidated subsidiary. Additionally, the portion of the net income or loss attributable to the non-controlling interest is reported as net income (loss) attributable to non-controlling interest on the condensed consolidated statements of operations. Changes in ownership interests in an entity that donot result in deconsolidation are generally recognized within equity.

On* May 22, 2025,Bioleum, entered into an agreement with an investor to close on thefirst* $20 million in direct Convertible Preferred Stock - Series A equity investment. As part of the agreement, the investor received equity in Bioleum and the Company recognized non-controlling equity interest and additional paid in capital of $663,638 and $19,336,362, respectively, in our condensed consolidated balance sheet. On* May 22, 2025,Bioleum issued 2.0 million Series2* Convertible Preferred Shares to the Founder Group in exchange for the assignment of additional developed technologies. As part of the exchange, the Founder Group received equity in Bioleum and the Company determined that the fair value of the Bioleum shares assigned to the Founder Group was $5,280,000 (see Note12) which was recognized as an intangible asset and non-controlling equity interest and additional paid in capital of $2,636,382 and $2,643,618, respectively, in our condensed consolidated balance sheet (see Note6). The Company attributes Bioleum earnings and losses to non-controlling interests using the hypothetical-liquidation book value (“HLBV”) method, which is a balance sheet-oriented approach. Under the HLBV method, Bioleum income and losses are attributed to each unit based on changes to the amounts that each unit would hypothetically receive at each period end under the liquidation provisions of the Bioleum Amended and Restated Certificate of Incorporation, assuming the net assets of Bioleum were liquidated at their carrying values determined in accordance with GAAP. The proportion of earnings and losses attributed to non-controlling interests under HLBV is subject to change as Bioleum net assets change. As of* June 30, 2025*, the Company’s preference from the Series1 Convertible Preferred Shares exceeds Bioleum’s net assets. As a result, earnings and losses of Bioleum are fully attributed to the Company.

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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 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 non-controlling 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 thethree* andsix-months ended* June 30, 2024*, the Company recognized share-based compensation expense of $43,150 and $86,300, respectively, associated with the rescinded agreement. During2025, the Company didnot recognize share-based compensation expense associated with the rescinded agreement. As of* June 30, 2025* and* December 31, 2024,*the Company owned 100% of Comstock Metals.

Warrants

Outstanding warrants at* June 30, 2025* and* December 31, 2024* are as follows:

During thesix-months ended* June 30, 2025and2024*, no warrants to purchase common stock were issued, exercised, or expired.

NOTE12

FAIR VALUE MEASUREMENTS

The following table presents our assets and liabilities measured at fair value on a recurring basis at* June 30, 2025*:

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 andsix-months ended* June 30, 2025and2024*, measured at fair value:

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At* June 30, 2025* and* December 31, 2024*, the fair value of the Haywood derivative asset and derivative liabilities (FPC and Kips Bay) were based on a trading price of the Company’s shares of $3.79, and $8.00, respectively. At* June 30, 2024*, fair value of the LINICO and the Haywood derivatives were based on a trading price of the Company’s shares of $1.60.

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%.

During thethree andsix-months ended* June 30, 2025*, the Company recorded a gain of $172,037 and $673,682, respectively, for the change in the fair value of the derivative. Duringsix-months ended* June 30, 2025*, $1,026,319 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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FPC Derivative Instrument

On* May 21, 2025,in connection with execution and delivery of the Bioleum Transaction Documents, the Company and FPC entered into the FPC Asset Purchase Agreement Amendment and issued 2,000,000 shares of common shares of the Company,1,700,000 of such shares will go towards settling $10.0 million of the Earn Out, with true up provisions for any proceeds received by FPC that are below or in excess of$10.0* million (see Note6). The Company further agreed to register the Company's common stock for resale by Flux under the Securities Act of1933, as amended, which became effective on* June 30, 2025.*

The Company issued FPC 1,700,000 shares of its common stock with a fair value of $4,913,000 and recorded a derivative liability of $5,087,000 based on the*$2.89* closing price per share of our common stock. The settlement is designed to fully satisfy the existing obligation of $10.0 million. During thethree andsix-months ended* June 30, 2025,the Company recorded a gain of $1,530,000 for the change in the fair value of the derivative. The derivative liability was classified within Level2* of the valuation hierarchy.

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 Note7). 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. During thethree* andsix-months ended* June 30, 2025*, the Company recorded a gain of $369,170 and $400,170, respectively, for the change in the fair value of the derivative. The derivative liability was classified within Level2 of the valuation hierarchy. At* June 30, 2025*, the Company fulfilled our commitment requirements which satisfied the make-whole provision and removed the requirement to account for the commitment as a derivative.

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 Note8*). 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 June 30, 2025*, the fair value of the Company's common stock held by AST of 154,656 shares was based on the closing price per share of our common stock with a fair value of the receivable of $437,677 (see Note8). During thethree andsix-months ended* June 30, 2025*, the Company recorded a gain of $1,004,744 and $916,204, respectively, for the change in the fair value of the derivative. The derivative asset was classified in Level2 of the valuation hierarchy. At* June 30, 2025*, the Company fulfilled our commitment requirements which satisfied the make-whole provision and removed the requirement to account for the commitment as a derivative.

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 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. 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. On June 9, 2025,the agreement was amended and the Company issued an additional 200,000 shares of our common stock to Haywood in accordance with the amendment which has a fair value of $700,000 at the closing price of $3.50 (see Note8*).

During thesix-months ended* June 30, 2025* and the year-ended* December**31,* 2024, the Company paid Haywood $230,000 and $420,000, respectively, which resulted in a decrease in contractual stock consideration. As of* June 30, 2025*, Decommissioning Services sold 290,000 shares of the Company's stock for net proceeds of $971,268. At* June 30, 2025*, the fair value of the 210,000 shares was based on the closing price per share of our common stock of $3.79 and the fair value of the derivative asset was $617,167. During thethree andsix-months ended* June 30, 2025*, the Company recorded a loss of $207,775 and $1,842,683, respectively, for the change in the fair value of the derivative. The derivative 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 Notes5* and10). 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. At* June 30, 2025*, the Marathon SAFE Note liability was estimated at $12.0 million 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 0.75 years. The Marathon SAFE Notes' fair value as of* June 30, 2025,remains the same as its initial valuation, primarily given the short period until its expected redemption. The Marathon SAFE Note liability was classified within Level3* of the valuation hierarchy.

Founders Shares

The Founder Group received equity in Bioleum (see Notes6 and11) and the fair value of the Founders Shares were estimated with assistance fromthird-party valuation specialists and valued using a historical cost approach and an option pricing analysis of the Founders Shares with the discount factor based on published venture capital rate of returns of 50%, an option term of 5 years, a risk-free rate of 4.11%, a marketability discount of 40% and peer volatility of 108%. The Founders Shares were classified within Level3 of the valuation hierarchy. The initial fair value determination of the Founder Shares at the date of issuance is a non-recurring event.

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Other Financial Instruments

At* June 30, 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.

NOTE13 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 andsix-months ended* June 30, 2025and2024*, all common stock equivalent shares, including warrants to purchase common stocks and a conversion option on a convertible debt, are antidilutive.

NOTE14 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 for thethree-months ended* June 30, 2025*, consisted of the following:

The Company’s total revenue for thethree-months ended* June 30, 2024*, consisted of the following:

The Company’s total revenue for thesix-months ended* June 30, 2025*, consisted of the following:

The Company’s total revenue for thesix-months ended* June 30, 2024*, consisted of the following:

For thesix-months ended* June 30, 2025*, one customer, RWE, accounted for over10% of our revenues. For thesix-months ended* June 30, 2024*, one customer, Mackay Precious Metals Inc., accounted for over10% of our revenues. At* June 30, 2025*, two customers, RWE and Mackay Precious Metals Inc., accounted for over10% of our accounts receivable balance. At* December 31, 2024,one customer, Mackay Precious Metals Inc., accounted for over10%* of our accounts receivable balance. At* June 30, 2025*, Comstock Metals billed $2.31 million of which $1.05 million was for decommissioning services and recorded as revenue and $1.1 million of which represents fees for recycling services that havenot yet been completed and are recognized a deferred revenue. As of* June 30, 2025*, total deferred revenue for these services were $1.40 million.

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NOTE15 RELATED PARTY TRANSACTIONS

The following related party transactions occurred during thesix-months ended* June 30, 2025and2024*.

TRANSACTIONS INVOLVING SIERRA SPRINGS OPPORTUNITY FUND

At* June 30, 2025*, the Company’s total investment in SSOF has a carrying value of $20,225,000, representing 11,236,111 shares of common stock, or 17.40% 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 chief executive officer andtwo of our directors have invested $525,000 into SSOF consistent of 7,671,000 voting shares of SSOF which represents 11.88% of total as converted 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 former chief technology officer and the former 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 former 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 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.

On* May 21, 2025,in connection with the execution and delivery of the Bioleum Transaction Documents, the Company and FPC entered into the Amendment to the FPC Asset Purchase Agreement and issued 2,000,000 shares of common shares of the Company,1,700,000 of such shares will go towards settling $10.0 million of the Earn Out, with true up provisions for any proceeds received by FPC that are below or in excess of $10.0 million, and the other 300,000 additional shares of common stock as settlement with certain FPC affiliates (see Note6*). The Company issued FPC 1,700,000 shares of its common stock with a fair value of $4,913,000 and recorded a derivative liability of $5,087,000 (see Note12). The Company further agreed to register the Company's common stock for resale by Flux under the Securities Act of1933, as amended, which became effective on* June 30, 2025.*

BIOLEUM FOUNDERS SHARES

Bioleum issued 2.0 million Series2 Convertible Preferred Shares to the Founders Group in exchange for the assignment of additional developed technologies (see Notes2, 6 and11). A member of the Founders Group is an immediate family member of the chief executive officer.

PURCHASE OF METAL RECYCLING FURNACE

On* December 15, 2023,the Company and Comstock Metals, signed an agreement in whereby Comstock Metals contributed a metal recycling furnace to the Company in exchange for $375,000 from an amountnot* exceeding 20% of excess cash flow generated by Comstock Metals, defined as excess cash available after the satisfaction of all planned growth capital for Comstock Metals and the repayment of intercompany loans. At* June 30, 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* June 30, 2025and2024*, the Company recognized depreciation expense on the metal recycling furnace of $4,688. For thesix-months ended* June 30, 2025and2024*, the Company recognized depreciation expense on the metal recycling furnace of $9,376.

OTHER

Sierra Clean Processing LLC, a wholly owned subsidiary of SSOF, owns the building at600 Lake Avenue, Silver Springs, Nevada which the Company entered into the Building Lease on* August 15, 2023and a Real Estate and Building Lease on July 1, 2024 (see Note8*). 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 Alvin.

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NOTE16 SUBSEQUENT EVENTS

On* August 4, 2025,the Company issued 19,608 shares of unregistered restricted common stock with a fair value of $63,518 to Alvin Fund in lieu of cash payments from interest under the Alvin2023* Note.

On* August 4, 2025,the Company issued14,843* shares of unregistered restricted common stock with a fair value of*$53,479* to Alvin Fund in lieu of cash payments from interest under the Alvin2022 Note.

On* August 4, 2025,*the Company issued 132,573 shares of unregistered restricted common stock with a fair value of $482,500 to Northern Comstock LLC as payment for obligations due under the Northern Comstock operating agreement.

On* August 8, 2025,the Company reached agreement amend its outstanding promissory notes with its creditors, Georges Trust and Alvin Fund LLC. Pursuant to the amendments, the Company issued2,900,000* shares to such creditors, the proceeds of which will be used by such creditors to pay the $8,390,000 principal amount and interest owed to such creditors. Pursuant to the amendments, on or before* April 15, 2026,*the Company is required to pay such creditors an amount equal to the total amounts payable pursuant to the promissory notes minus the net cash proceeds received the creditors from the sale of the Company’s commons shares. Any cash proceeds or shares held after repayment of the promissory notes shall be returned to the Company. The Company is required to file a resale registration statement for the benefit of the creditors.

On* August 12, 2025,the Company entered into a payoff letter agreement (the “Payoff Agreement”), with Kips Bay Select, LP (“Kips Bay”) related to the Company’s obligations under its6.0%* Convertible Promissory Note due* April 10, 2026,in the original aggregate principal amount of$10,638,298* (the “Note”). Pursuant to the Payoff Agreement, Kips Bay agreed to accept the payment of*$2,500,000* in cash from the proceeds (the “Cash Payment Amount”) and the issuance of447,724 shares of Common Stock, previously reserved and approved for issuance upon conversion of the Note (the “Payoff Shares”), in full satisfaction of the Company’s obligations under the Note (the satisfaction of the Note, the payment of the Cash Payment Amount and the issuance of the Payoff Shares are collectively referred to herein as the “Note Payoff”). In addition, Kips Bay agreednot to sell or trade any of the Payoff Shares on or prior to* October 31, 2025.*

On* August 12, 2025,the Company announced a Confidentially Marketed Public Offering (“CMPO”) with Titan Partners. The Company raised$30* million in gross proceeds before underwriting discounts and commissions and other offering expenses. The Company plans on using the net proceeds from this offering to make (i) a final capital contribution to Northern Comstock in an amount of*$1,412,500,* (ii) a $2,500,000 cash payment to Kips Bay on or before* August 19, 2025, (iii) up to $12 million for capital expenditures for the Comstock Metalsfirst* industry scale facility, and other related operating and development expenses associated with commercializing thatfirst industry scale facility and the rest for general corporate purposes.

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