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 commercializes innovative technologies, systems and supply chains that extract, process, and convert under-utilized waste and natural resources into clean energy and clean energy supporting products, including truly sustainable solutions that produce renewed and repurposed electrification metals and minerals from end-of-life solar panels. Bioleum Corporation (“Bioleum”), the Company's subsidiary, seeks to commercialize technologies, systems and supply chains that produce renewable fuels, primarily from dedicated energy crops from Bioleum's wholly-owned Hexas Biomass Inc. (“Hexas”) 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 owned and majority owned subsidiaries. All 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, 2025*. Accordingly, operating results for thesix-months ended* June 30, 2026* * may**not* be indicative of full year2026 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, 2026*, and our results of operations and changes in equity for thethree andsix-months ended* June 30, 2026and2025*, and our cash flows for thesix-months ended* June 30, 2026and2025*.

GUARANTEES

The Company accounts for guarantees in accordance with ASC Topic460, Guarantees. Guarantee obligations are recognized as liabilities at the time the guarantee is contractually executed and are initially measured at fair value, reflecting the Company’s noncontingent obligation to stand ready to perform under the guarantee. The guaranteed liability remains outstanding until the Company is released from its exposure under the guarantee, which generally occurs upon expiration or settlement of the guarantee.

STOCK-BASED COMPENSATION

The Company has granted share-based incentive awards in the form of Restricted Stock Units (“RSUs”) and Performance Share Units (“PSUs”) to its employees and service providers pursuant to its2026 Equity Incentive Plan. Stock-based awards to employees and non-employees are measured and recognized based on the grant date fair value of the awards. For employee awards, the expense is recognized on a straight-line basis over the requisite service period, which is generally the period from the accounting grant date to the end of the probable vesting period. For non-employee awards, the expense for awards that actually vest is recognized based on when the goods or services are provided. The Company recognizes compensation expense for stock-based awards with graded vesting that require only service on a straight-line basis over the requisite service period. The Company applies this policy consistently to all awards with similar vesting features. Stock-based compensation expense is recognized within Selling, General and Administrative Expenses, Research and Development and Cost of Goods Sold in the condensed consolidated statements of operations. The Company has elected to recognize forfeitures of stock-based compensation awards as they occur. For awards that include market conditions, the effect of the market condition is incorporated into the grant-date fair value of the award using an appropriate valuation technique. Compensation expense for these awards is recognized over the requisite service period regardless of whether the market condition is satisfied, provided that the applicable service condition is met. Accordingly,no subsequent adjustment to compensation expense is made based on the actual outcome of the market condition.

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 $413,579,326 at* June 30, 2026*. For thesix-months ended* June 30, 2026*, the Company recognized a net loss of $34,851,818. Cash and cash equivalents increased by $14,453,590 from $16,951,645 at* December 31, 2025* to $31,405,235 at* June 30, 2026*. At* June 30, 2026*, Comstock Metals billed $2,309,422 of which $510,280 was for decommissioning services, recycling fees and off-take revenue and $1,799,142 of which represents fees for recycling services that havenot yet been completed and are recognized as deferred revenue (see Note13). At* June 30, 2026*, the Company hasno outstanding debt. The Company intends to fund its operations over the nexttwelve months from existing cash and cash equivalents, expected proceeds from the announced sale of the mining business, planned monetization of other non-strategic assets, sales and deferred revenue from our solar panel recycling business, and issuance of subsidiary-level equity (that is, by Bioleum). The Company also maintains access to capital from our existing shelf registration statement. Based on these existing and expected funding sources, management believes we will have sufficient funds to sustain our operations and meet our commitments under our investment agreements during the12 months following the date of issuance of the consolidated financial statements included herein.

RECLASSIFICATIONS

Certain prior period amounts have been reclassified to conform to the2026 financial statement presentation. Reclassifications hadno effect on net income (loss), cash flows, or stockholders' equity as previously reported.

11

RECENTLY ISSUED ACCOUNTING STANDARDS

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 ACQUISITION OF HEXAS BIOMASS INC.

On* December 4, 2025,the Company's majority-owned subsidiary, Bioleum, and the Hexas shareholders entered into a Stock Purchase Agreement to acquire 100% of the issued and outstanding equity and voting shares of Hexas. For thethree* andsix-months ended* June 30, 2026*, Hexas recognizedno revenue and incurred a loss of $187,346 and $284,902, respectively.

The pro forma financial information below represents the combined results of operations. For thethree andsix-months ended* June 30, 2025*, as if the acquisition had occurred on* January 1, 2025.*The pro forma financial information is presented for informational purposes only and is neither indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented nor indicative of future operating results.

NOTE3 INVESTMENTS

At* June 30, 2026* and* December 31, 2025*, our investments include:

Summary financial information for affiliated companies 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 Sierra Springs Opportunity Fund Inc. (“SSOF”)

From2019 through* December 31, 2025*, the Company invested $8,500,000 for 11,236,111 shares in SSOF resulting in equity ownership of 16.99% as of* December 31, 2025.The December 31, 2025carrying value of the Company's investment in SSOF reflects an observable transaction adjustment recorded by the Company in2023.* On* October 1, 2025,the Company began accounting for the investment in SSOF using the equity method. For thethree* andsix-months ended* June 30, 2026*, the Company recognized $12,716 and $240,560, respectively, in equity loss from affiliates for our investment in SSOF.

At* December 31, 2025,the Company had an advance to SSOF of $9,400,000. During thethree*-months ended* March 31, 2026,the Company advanced an additional $5,750,000. On March 26, 2026,all advances, totaling $15,150,000 were converted into 23,307,692 shares of SSOF common stock at $0.65 per share. On April 30, 2026,the Company converted accrued interest from advances of $237,415 to 365,255 additional shares of SSOF common stock at $0.65 per share(see Note4*). As of* June 30, 2026*, the Company subscribed to and invested an additional $13,640,000 for 20,984,615 additional shares of SSOF common stock at $0.65 per share. At* June 30, 2026* and* December 31, 2025*, the Company owns 55,893,673 and 11,236,111, respectively, in SSOF shares of common stock, representing an ownership of 47.63% and 16.99%, respectively.

12

In connection with the increase in percentage ownership, management reassessed its prior conclusions regarding the Company's variable interest in SSOF and its primary beneficiaries. The Company concluded that SSOF continues to be a variable interest entity in which it holds a variable interest and that it isnot the primary beneficiary of SSOF since the Company doesnot have the power, individually or together with its related parties, to direct the activities of SSOF that most significantly affect SSOF's economic performance. Although the Company's chief executive officer also serves as an executive of SSOF, this relationship was previously evaluated and was a factor in the prior conclusion, which remains unchanged. Accordingly, SSOF isnot consolidated, and the Company accounts for its investment in SSOF under the equity method. At* June 30, 2026*, the Company's maximum loss exposure from of its involvement in SSOF is limited to its investment of $49,011,855.

Investment in Magnesis Corporation (“Magnesis”)

On* March 1, 2024,the Company entered into a Securities Purchase Agreement (the “Developer Securities Purchase Agreement”) with Magnesis and recognized an initial investment of $1,290,614. Concurrently and in connection with entering into the Developer Securities Purchase Agreement, the Company and Magnesis entered into a Development Services Agreement (“DSA”) for purposes of conducting certain research and development work (see Note9*).

At* June 30, 2026*, the future remaining payments on the investment purchase, net implied interest, totaled $1,314,205 (see Note7). For thethree andsix-months ended* June 30, 2026*, the Company recorded $24,000 and $48,000, respectively, in equity loss from affiliates for our investment in Magnesis. For thethree andsix-months ended* June 30, 2025*, the Company recognized$24,000 in equity loss from affiliates and$17,438 in equity gain from affiliates for our investment in Magnesis. During thesix-months ended* June 30, 2026and2025*, the Company paid $0 to Magnesis. In thesecond quarter of2026, we determined that our investment in Magnesis was fully impaired and as a result, the Company recorded an impairment of $1,031,371 for the net balance of the investment in our Bioleum (Fuels Segment). The total impairment in investment asset of $1,031,371 was recognized in our condensed consolidated statements of operations.

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

At* June 30, 2026* and* December 31, 2025,the Company owned 35,662 Green Li-ion preferred shares. On April 18, 2026,Green Li-ion entered into a bridge financing agreement with various parties and issued warrants which decreased our ownership from 13.34% to 11.98%. 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 investment's carrying value to fair value. During thesix*-months ended* June 30, 2026and2025*, no adjustments were made to the carrying value of our investment in Green Li-ion asno orderly transactions for investments similar to the Company's investment were observed during those periods.

NOTE4 NOTES RECEIVABLE AND ADVANCES

Notes receivable and advances at* June 30, 2026* and* December 31, 2025* include:

Advances to Sierra Springs Opportunity Fund, Inc.

At* December 31, 2025,the Company had advances to SSOF of $9,400,000. During thethree*-months ended* March 31, 2026,the Company advanced an additional $5,750,000. On March 26, 2026,all advances, totaling $15,150,000 were contributed in exchange for 23,307,692 shares of SSOF common stock at $0.65 per share (see Note3*). The advances were unsecured and bore interest at 4.5%. On* April 30, 2026,the Company converted accrued interest from advances of $237,415 to 365,255 additional shares of SSOF common stock at $0.65 per share (see Note3*). There wereno advances outstanding at* June 30, 2026*.

Daney Ranch

On* August 19, 2022,the Company sold the Daney Ranch and issued a 10-year $993,000 note receivable maturing in August 2032to the former lessee and purchaser. The note bore interest at 2% for thefirst* twelve months and bore interest at 7% per annum for the remaining term. The note is secured by asecond priority security interest in the property. On* June 25, 2026,the Company and athird*-party entered into a promissory note purchase agreement in which the Company sold the Daney Ranch note receivable for cash consideration of $500,000. Since the cash consideration received of $500,000 was less than the carrying value of the note, the Company recorded a loss on sale of note receivable of $403,217 for thethree andsix-months ended* June 30, 2026*.

NOTE5 PROPERTIES, PLANT AND EQUIPMENT, NET AND MINERAL RIGHTS

Properties, plant and equipment at* June 30, 2026* and* December 31, 2025* include the following:

13

During thethree-months ended* June 30, 2026and2025*, the Company recognized depreciation expense of $348,798 and $233,065, respectively. During thesix-months ended* June 30, 2026and2025*, the Company recognized depreciation expense of $751,564 and $380,745, respectively. At* June 30, 2026* and* December 31, 2025*, the Company had $14,734,878 and $1,817,503, respectively, primarily for construction work in process that werenot yet placed in service and havenot yet begun depreciating. During thesecond quarter of2026, the Company recognized an impairment of capitalized engineering costs in its Bioleum (Fuels Segment) that hadnot yet been placed in service. For both thethree andsix-months ended* June 30, 2026*, the Company recorded an impairment loss of $1,736,481, presented within impairment of property, plant and equipment in the condensed consolidated statements of operations.

The Company entered into purchase order commitments withthird party vendors for equipment to be used in our industry-scale solar panel recycling facility to recycle and process end-of-life solar panels. As of* June 30, 2026*, all equipment have been received and expected to be placed in service in thethird quarter of2026 with the commissioning of the industry-scale solar panel recycling facility. As of* June 30, 2026* and* December 31, 2025*, the Company recorded $0 and $7.6 million, respectively, in advances to vendors for equipment purchases within deposits on our condensed consolidated balance sheet.

Mineral Rights and Properties

Our mineral rights and properties at* June 30, 2026* and* December 31, 2025* 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, 2026and2025*, 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, 2024and amended on June 6, 2025,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 $2,950,000. Pursuant to a royalty agreement between the Company and Mackay, dated* December 18, 2024 (the “Mackay Royalty Agreement”) the Company was to receive a 1.5% royalty of Net Smelter Returns (as such term is defined in the Mackay Royalty Agreement) (“NSR”). On January 9, 2026,the Company and Mackay entered into a Royalty Purchase and Sale Agreement, wherein the Company sold to Mackay 100% of the Company’s right, title, and interest in and to a 1.5% net smelter returns royalty covering certain patented and unpatented mining claims and leased properties located in Storey County, Nevada, for an aggregate purchase price of $1.1 million, all of which was received on or before January 20,2026. On February 22, 2026,the Company agreed to a minor modification to the non-compete language associated with the prior purchase of properties by Mackay and received an additional $300,000 in consideration from Mackay. During thesix*-months ended* June 30, 2026*, the Company recognized a total gain on sale of royalty rights of $1,400,010 in the condensed consolidated statements of operations.

Assets and Liabilities Held for Sale

In thefirst quarter of2026, the Company committed a plan to sell the mining assets and related mining entities. On* June 21, 2026,the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Mackay and Mackay Gold & Silver Corp., a British Columbia corporation (“Mackay Parent”), pursuant to which the Company agreed to sell all of its rights, titles, and interest in and to the membership interests in Comstock Mining LLC, Comstock Processing LLC, and Comstock Exploration and Development LLC (each a Nevada limited liability company), and all of the issued and outstanding shares of capital stock of Comstock Real Estate Inc., a Nevada corporation whose primary asset is the Gold Hill Hotel that resides within the boundaries of the Comstock mining district (collectively, the “Acquired Interests”), to Mackay. The entities whose interests comprise the Acquired Interests (collectively, the “Acquired Entities”) own or control properties in Lyon County and Storey County, Nevada. This sale doesnot* include the Company’s real estate in Silver Springs, Nevada.

The aggregate purchase price for the Acquired Interests consists of the following:

The Purchase Agreement also includes a 1.5% NSR royalty on minerals produced from the transferred properties, including a Royalty Agreement, and subject to Mackay's repurchase rights under specified conditions. The closing of the transaction is subject to TSX-V stock exchange approvals. Mackay shall have the right at any time to repurchase 100% of the NSR Royalty for a payment of $3,500,000, provided that if theseven-year period for the payment of the Contingent Payment has lapsed without the payment of the Contingent Payment, the royalty buyout payment shall be increased to $7,000,000. The Second Tranche Payment is secured by a Deed of Trust on the properties owned by the Acquired Entities and bears interest at the rate oftwelve percent (12%) per annum after its due date. A non-refundable deposit of $150,000 previously paid by Buyer is credited against the Initial Payment at Closing.

The related assets and liabilities were classified as Held for Sale and $22,992,892 was classified as Assets Held for Sale and $6,832,924 was classified as Liabilities Held for Sale on the condensed consolidated balance sheet as of* June 30, 2026*.

14

The Company’s assets and liabilities held for sale at* June 30, 2026*, include the following:

NOTE6 INTANGIBLE ASSETS AND GOODWILL

The Company’s intangible assets at* June 30, 2026* and* December 31, 2025* include the following:

Accumulated amortization as of* June 30, 2026* and* December 31, 2025* consisted of the following:

For thethree-months ended* June 30, 2026and2025*, amortization expense related to intangible assets was $667,376 and $393,775, respectively. For thesix-months ended* June 30, 2026and2025*, amortization expense related to intangible assets was $1,647,770 and $611,753, respectively.

Future minimum amortization expense is as follows at* June 30, 2026*:

15

Changes in the intangible assets and goodwill balances for thesix-months ended* June 30, 2026and2025*, are presented below:

All intangible assets and goodwill are associated with our Bioleum (Fuels Segment).

During thesecond quarter of2026, the Company concluded that its plans for advanced lignocellulosic biomass and other decarbonizing solutionsno longer considered the use of the Flux Photon and Fenix developed technologies relevant or effective, acquired in2021 and2025. As a result, the Company determined that the carrying amount of the related developed technology intangible assets wasnot recoverable and recorded an impairment loss of $13,648,042, representing the full net carrying value of those assets, in its Bioleum (Fuels Segment). The impairment is presented as loss on intangible asset impairment in the condensed consolidated statements of operations.

NOTE7 ACCRUED EXPENSES AND OTHER LIABILITIES - CURRENT

Accrued expenses and other liabilities - current at* June 30, 2026* and* December 31, 2025* consisted of the following:

Payable to Magnesis*(see Note3)*

As of* June 30, 2026*, the short-term payable to Magnesis of $1,314,205 consists of payments due under the Securities Purchase Agreement dated* March 1, 2024,between the Company and Magnesis. During thesix*-months ended* June 30, 2026and2025*, the Company paid $0 to Magnesis. For thethree-months ended* June 30, 2026and June 30, 2025*, the Company recognized interest expense of$30,183 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, 2026and2025*, the Company recognized interest expense of $60,035.

Accrued Incentive Compensation* *

On* June 15, 2026,the Compensation Committee of the Board of Directors of the Company approved a performance objective-based, cash incentive compensation plan for employees of the Company. For thethree* andsix-months ended* June 30, 2026*, the Company recognized $404,043 for the accrued short-term performance objective-based incentive compensation in the condensed consolidated financial statements. The short-term performance objective-based incentive compensation is expected to be paid in thefirst quarter of2027.

16

NOTE8 LEASES

The Company has the following lease expense 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:

Operating Leases

Comstock Metals

On* December 10, 2025,the Company, as lessee, signed a Lease Agreement (the “Industrial and Commercial Lease”) with the lessor to lease land and premises located at10210* Idaho Ave, Hanford, CA. Under the Industrial and Commercial Lease, rent payments of $17,500 per month will begin when all necessary and required permits are secured. In* February 2026all required permits were secured which resulted in an increase in the right-of-use asset and lease liability of $19,449. For thethree* andsix-months ended* June 30, 2026*, the fixed operating lease expense was $57,237 and $114,258, respectively.

On* January 1, 2026,the Company, as lessee, signed a Lease Agreement (the “Lease Agreement”) with lessor to lease land and premises located at60901* Beech Grove Lane, Cambridge, OH. The Lease Agreement is under afive-year term commencing on* January 1, 2026,or upon receipt of all required permits, and includes an option to extend the term for an additional 60 months with rental expense of $12,500 per month. Lease payments under the Lease Agreement donot* begin until all permits are received, which occurred in* March 2026.At lease inception, the Lease Agreement was classified as an operating lease with a lease term offive* years. At* January 1, 2026,the Company recorded a right-of-use asset and lease liability of $523,890 at an implicit discount rate of 14.08%. For thethree* andsix-months ended* June 30, 2026*, the fixed operating lease expense was $36,290 and $72,580, respectively.

On* March 1, 2026,the Company assumed an existing lease with Ren FuelK2B* Snowco AB, as lessee, for hydrotreating equipment with lessor. The Lease Agreement (the “Hydrotreating Equipment Lease”) had an original lease term offive years commencing on* June 2, 2024.Under the lease, rental expense is $6,178 per month. The lease automatically renews at the end of thefive-year period, unless notice of cancellation is giventhree* months prior to the end of the original term. The Company currently doesnot believe an extension beyond the original term is probable. At lease inception, the Hydrotreating Equipment Lease was classified as an operating lease with a remaining lease term of 3.3 years. The interest rate explicit in the lease is the90-day Stockholm Interbank Offering Rate (STIBOR). At* March 1, 2026**,* the Company recorded a right-of-use asset and lease liability of $238,379 at a discount rate of 2.12%. For thethree andsix-months ended* June 30, 2026*, the fixed operating lease expense was $18,533 and $24,711, respectively.

17

Sierra Clean Processing LLC (“SCP”)

On* August 15, 2023,the Company, as lessee, signed a Real Estate and Building Lease Agreement with SCP to lease real property and improvements located at700* Lake Avenue in Silver Springs, Nevada. For thethree-months ended* June 30, 2026and2025*, the fixed operating lease expense was $14,908. For thesix-months ended* June 30, 2026and2025* , 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 at600* Lake Avenue in Silver Springs, Nevada. Under the SCP Real Estate and Building Lease, rent payments were $30,000 per month until all necessary and required permits were secured. In* February 2026all required permits were secured which resulted in a decrease in the right-of-use asset and lease liability of $73,792. For thethree*-months ended* June 30, 2026and2025*, the fixed operating lease expense was $215,254 and $217,875, respectively. For thesix-months ended* June 30, 2026and2025* , the fixed operating lease expense was $430,508 and $435,750, respectively.

On* November 1, 2025,the Company, as lessee, signed a Lease Agreement (the “SCP Storage Lease”) with SCP to lease land and premises located at800* Lake Avenue in Silver Springs, Nevada. Under the SCP Storage Lease, rent payments of $5,000 per month will begin when all necessary and required permits are secured which occurred during the quarter ended* March 31, 2026,and resulted in a decrease in the right-of-use asset and lease liability of $28,116. For thethree* andsix-months ended* June 30, 2026*, the fixed operating lease expense was $14,212 and$28,424, respectively.

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

Finance Lease

Navitas

On* March 11, 2026,the Company, as lessee, signed an Equipment Lease Agreement (the “Equipment Lease Agreement”) with lessor to lease security system equipment located at600* Lake Avenue, Silver Springs, NV. The Equipment Lease Agreement is under afifty-five month term commencing on* March 15, 2026at $756 per month. At lease inception, the Equipment Lease Agreement was classified as a finance lease with a lease term offifty-five months, which exceeds75%* of the estimated useful life of the equipment. On* March 15, 2026,the Company recorded a right-of-use asset and lease liability of $19,053 at an implicit discount rate of 39.63%. For thethree* andsix-months ended* June 30, 2026*, the amortization of right-of-use asset and interest expense was $2,267 and $3,023, respectively.

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

NOTE9 COMMITMENTS AND CONTINGENCIES

GREAT BASIN PRECEDENT AGREEMENT

On* November 29, 2025,the Company and Great Basin Gas Transmission Company (“Great Basin”) entered into a Precedent Agreement for Great Basin to construct and install pipelines and appurtenant facilities (“Expansion Facilities”) to our properties in Silver Springs Nevada and anticipated to be completed by November 2028.Upon approval of the certificate of public convenience by the Federal Energy Regulatory Commission (“FERC”) authorizing the construction of the Expansion Facilities and prior to commencing construction, Great Basin will tender a Transportation Service Agreement consistent with tariff for rate schedule to the Company. The Transportation Service Agreement will be for a term oftwenty years beginning on November 1, 2028with a daily reserve capacity of 50,000 Dekatherm. Great Basin mayterminate the Precedent Agreement at any time if (1) Great Basin determines that all or any portion of the Expansion Facilities would be operationally and/or economically infeasible; (2) the Company fails to perform its duties and obligations; and (3) Great Basin hasnot* received and accepted a final certificate order from FERC. If the Precedent Agreement is terminated, the Company must reimburse Great Basin all project development and default costs.

Under the Precedent Agreement and a related guaranty executed on* March 31, 2026 (the “Great Basin Guaranty”), the Company has guaranteed the performance of its obligations, including potential reimbursement of its proportionate share of certain project development costs, in the event of specified termination or default events outside of the Company's control. To secure its obligations under the Great Basin Guaranty, the Company is required to provide credit support in the form of a phased surety arrangement, which is collateralized through an escrow account. The surety amount increases over time and is expected to reach approximately $54.0 million by December 31, 2027.The surety remains in effect until modified by Great Basin based on the Company’s payment history and creditworthiness or until the project reaches its in‑service date. The Company recognized a guarantee liability related to the Great Basin Guaranty, which was initially measured at fair value at the time the guaranty was executed. As of June 30, 2026*, the carrying amount of the guarantee liability was $475,000, which is included in other long‑term liabilities in the condensed consolidated balance sheets. The corresponding guarantee asset is included in long-term other assets (see Note12). As of* June 30, 2026*, the Company deposited $1.5 million into an escrow account.

18

INVESTMENTS IN LICENSED TECHNOLOGY

Magnesis Corporation (see Note3*)*

On* March 1, 2024,the Company and Magnesis entered into the DSA to advance technologies owned by the Company's subsidiary that incorporate applications of intellectual properties owned by Magnesis (“Developer IP”) (see Note3*). For thethree-months ended* June 30, 2026and2025*, the Company recorded $0 and $350,700, respectively, as research and development expense in the condensed consolidated statements of operations. For thesix-months ended* June 30, 2026and2025*, the Company recorded $0 and $701,400, respectively, as research and development expense in the condensed consolidated statements of operations. On* March 1, 2024,Magnesis 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 years1* and2, (ii) $25,000 in years3 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 Magnesis 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, 2026* and* December 31, 2025*, payables to Magnesis included in accounts payable on the condensed consolidated balance sheet were $1,332,099.

On* June 12, 2026,Magnesis Corporation (“Magnesis”) filed a complaint in the United States District Court for the District of Nevada (CaseNo.* 3:26-cv-00446) against the Company, Comstock IP Holdings LLC, Bioleum and Bioleum IP Holdings LLC (the “Magnesis Complaint”). The Magnesis Complaint alleges that the Company failed to pay its commitments for certain licenses with Magnesis. The Magnesis Complaint asserts several causes of action: breach of contract; breach of the implied covenant of good faith and fair dealing; specific performance to compel assignment of intellectual property; declaratory relief, quiet title, and constructive trust; fraud; and promissory fraud. Magnesis has terminated the agreements for material breach. The Company believes the claims are without merit and intends to vigorously defend the matter. Management, after consultation with legal counsel, doesnot believe that a loss is probable since the proceeding is at an early stage and uncertainties inherent in the litigation. The Company is unable to estimate the amount or range of reasonably possible loss, if any. Any adverse outcome could, however, have a material effect on the Company's financial position, results of operations, or cash flows.

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 during2026,* and2027 is $1.7 million and $1.5 million, respectively. In2025, the Company funded $1,616,928 for the funding commitment. For thethree-months ended* June 30, 2026and2025*, $404,232 and $404,232, respectively, has been funded under the agreement and recognized as research and development expense. For thesix-months ended* June 30, 2026and2025* $898,464 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. 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, 2026and2025*, the Company paid $90,000 and $65,000, respectively, 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.

Metal Development Company

On* March 4, 2026,the Company entered into a research and development sponsored research agreement ("SRA") with a metal development company to evaluate and process solar panel tailings concentrated for the recovery of valuable metals. The agreement provides that the Company fund research, which includes the use of its facility and equipment in Silver Springs, Nevada, of up to $1,997,377 through December 31, 2026.For thethree* andsix-months ended* June 30, 2026*, the Company has funded under the SRA $1,005,740 and recognized as research and development expense.

AST LICENSE AGREEMENTS

The Company is party tothree license agreements (collectively, the “AST License Agreements”) with AST, pursuant to which the Company agreed to license certain developed technologies of AST for use atthree facilities in exchange forthree facility-specific license fees of $500,000 each, and a royalty fee equal to 1.0% of the gross revenue of each of thefirst three operating facilities. License fees totaling $1,500,000 for the AST licenses were completed in2022, andno additional payments are anticipated. As of* June 30, 2026*, no royalty fees have been paid under the AST License Agreements.

19

Marathon Petroleum Corporation

On* February 28, 2025,Bioleum, a subsidiary of the Company, entered into a series of definitive agreements with Virent Inc. (“Virent”), which have been assigned to Bioleum and involve the purchase of $14.0 million in Bioleum equity as part of Bioleum’s planned Series A preferred equity financing (“Series A Financing”), subject to a $700 million valuation cap (“Investment”). The purchase price included $1.0 million in cash and $13.0 million in the Marathon SAFE Note (see Note12*) issued in exchange for payment-in-kind assets, on and subject to the terms and conditions of the applicable transaction documents (“Investment Agreements”). The Investment Agreements, as amended on* September 26, 2025,required the $1.0 million cash portion of the Investment to be made withinfive* business days of the execution by Bioleum ofthird-party investment agreements for at least $25,000,000 in Series A equity financing. The Investment Agreements additionally required Bioleum to grant MPC Investment LLC a lien on the Marathon Payment-In Kind Assets if Bioleum doesnot complete $25,000,000 in the Series A equity financing before* March 31, 2026.In thefirst* quarter of2026, Virent notified the Company that the $1.0 million in additional cash investment wouldnot be extended andno lien on the Marathon Payment-In Kind Assets would be executed. As of* June 30, 2026* and* December 31, 2025,*$20.0 million of Series A equity financing has been completed. The Investment Agreements provided for the grant by Virent to Bioleum 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 Marathon Payment-In Kind (“Virent IP”), excluding applications involving the heterogenous catalysis of biomass-derived sugars.

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. The Chair and Vice Chair of the Board of Directors receives annually $50,000 and $25,000, respectively. For thethree-months ended* June 30, 2026and2025*, the Company recognized director fees expenses of $385,039 and $200,000, respectively. For thesix-months ended* June 30, 2026and2025* the Company recognized director fees expenses of $781,697 and $400,000, respectively. As of* June 30, 2026* and* December 31, 2025,director fees compensation included in accounts payable on the condensed consolidated balance sheet was $14,603 and $290,000, respectively. From2023* through2025, the Company accrued $1,475,000 in director fee compensation associated with the director fees payable expected to be satisfied with shares of the Company's common stock and included in other long-term liabilities on the condensed consolidated balance sheet. In* January 2026,the Company issued shares of stock to these directors to satisfy the amount accrued as of December 31, 2025 (see Note10*).

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

On* May 27, 2026,certain former employees and shareholders of Bioleum (collectively, the “Bioleum Plaintiffs”) filed a complaint in the District Court, Clark County, Nevada (CaseNo.* A-26-947500-B) against the Company, Bioleum and the board of directors of Bioleum (the “Bioleum Complaint”). The Bioleum Complaint alleges that the Company fraudulently induced shareholders of Bioleum to approve charter amendments in order to seize control of Bioleum, appropriate value of the pre-revenue, renewable fuels technology development company from the Bioleum Plaintiffs and reverse the Bioleum separation completed in* May 2025.The Bioleum Complaint asserts several causes of action, including: declaratory judgment (seeking to void charter amendments of Bioleum); breach of fiduciary duty against the Bioleum directors (both direct and derivative); aiding and abetting breach of fiduciary duty against the Company; fraudulent inducement; breach of contract claims; breach of the implied covenant of good faith and fair dealing; and unjust enrichment. The Company believes the claims are without merit and intends to vigorously defend the matter. Management, after consultation with legal counsel, doesnot* believe that a loss is probable since the proceeding is at an early stage and uncertainties inherent in the litigation. The Company is unable to estimate the amount or range of reasonably possible loss, if any. Any adverse outcome could, however, have a material effect on the Company's financial position, results of operations, or cash flows.

NOTE10 EQUITY

Issuance of Registered Shares of Common Stock

2026 Issuances - For thesix-months ended June 30, 2026**

On* May 15, 2026,*the Company issued a total of 38,369 shares of common stock of the Company for the cashless exercise of 214,666 warrants held by an affiliate of Titan Partners Group LLC (“Titan Partners”).

From* April 6, 2026through April 16, 2026,the Company issued a total of 63,944 shares of common stock of the Company with a fair value of $210,456 determined by the closing price per share of our common stock to our non-employee directors for annual director services for the period from April 1, 2026and forward through June 30, 2026,pursuant to the shareholder approved Comstock Inc.2020 and2022* Equity Incentive Plans, for services rendered.

On* April 6, 2026,the Company issued Flux Photon 1,750,000 shares of common stock of the Company with a fair value of $6,055,000 determined by the closing price per share of our common stock of $3.46, to settle the remaining obligations of the Earn Out of $5,273,813 (see Notes12* and16).

On* January 28, 2026,the Company announced a Confidentially Marketed Public Offering (“CMPO”) with Titan Partners. The Company raised $50 million in gross proceeds before underwriting discounts and commissions and other offering expenses. On January 30, 2026,the Company issued 18,181,819 registered shares of its common stock at a price of $2.75 per share for $50,000,002 and received net proceeds of $46,140,002 pursuant to the equity offering on January 28, 2026.On March 3, 2026,*Titan Partners exercised their over-allotment option and placed an additional 2,727,272 registered shares of our common stock at a price of $2.75 per share for additional gross proceeds of $7,499,998 (net proceeds of $6,937,498).

On* January 5, 2026,the Company issued a total of 463,721 shares of common stock of the Company with a fair value of $1,864,159 determined by the closing price per share of our common stock of $4.02 to our non-employee directors for annual director services for the period from January 1, 2022and forward through March 31, 2026,pursuant to the shareholder approved Comstock Inc.2020 and2022* Equity Incentive Plans, for services rendered. All of our non-employee directors elected to take their previously earned and accrued compensation for all of these previous years services in common shares and also agreed to increase the ownership guidelines for owning and holding the Company’s common shares. The stock-based compensation for these professional services will be paid quarterly going forward (see Note9).

20

On* November 21, 2025,the Company entered into an At the Market Offering Agreement (“2025* Titan ATM Agreement”) with Titan Partners to offer and sell registered shares of common stock of the Company at an aggregate offering price of up to $100 million from time to time, at our option, on terms we deem favorable. In2026, the Company issued 872,838 registered shares of common stock to Titan Partners for an aggregate sales price of $3,479,179 at an average price per share of $3.99. In2025, the Company issued 589,243 registered shares of common stock to Titan Partners for an aggregate sales price of $2,221,513 at an average price per share of $3.77. At* June 30, 2026*, the2025 Titan ATM Agreement has $94.2 million remaining capacity.

2025 Issuances - For thesix-months ended June 30, 2025**

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.*

Issuance of Unregistered Shares of Common Stock

2025 Issuances*- For thesix-months ended* June 30, 2025**

Noncontrolling Interest

As of* June 30, 2026*, the liquidation preference of the Company’s Series1 Convertible Preferred Shares exceeded Bioleum’s net assets, resulting in substantially all of Bioleum’s losses being attributed to the Company.

On* February 23, 2026,holders of a majority of all the issued and outstanding convertible preferred stock of Bioleum authorized amended and restated articles of incorporation for Bioleum that (a) modified certain provisions of the articles that holders that made the Series2* Preferred Stock that provided that the Series2 Preferred Stock would convert into20% of the as-converted common shares outstanding at all times prior to a Qualifying IPO or Deemed Liquidation Event (each as defined in such articles of incorporation), effectively eliminating the anti-dilution protection, and (b) removed the restriction prohibiting the conversion of the Company's Series1 Preferred Stock into more than9.9% of the as-converted common shares outstanding, effectively restoring all of the Company's voting rights. Management evaluated the amendment and determined that it represented a modification as opposed to an extinguishment of the existing preferred stock; accordingly,no gain or loss was recognized and the carrying amounts of the Series1 and Series2 Preferred Stock werenot adjusted. The Company considered its consolidation conclusion and determined that Bioleum continues to be consolidated on the same basis as previously reported and the modifications didnot constitute a reconsideration event.

Warrants

Outstanding warrants at* June 30, 2026* and* December 31, 2025* are as follows:

The following table presents our underwriter purchase warrants at* June 30, 2026*:

During thesix-months ended* June 30, 2026and2025*, no warrants were expired. On* May 15, 2026,*the Company issued a total of 38,369 shares of common stock of the Company for the cashless exercise of 214,666 warrants held by an affiliate of Titan Partners.

21

NOTE11 STOCK-BASED COMPENSATION

On* May 28, 2026,the Company adopted an Equity Incentive Plan (the“2026* EIP”), which was approved by the Board of Directors of the Company and shareholders. The2026 EIP is a long-term incentive plan that allows for the issuance of equity awards to key management, employees, directors, and consultants of the Company and its subsidiaries. The maximum aggregate number of shares of the Company’s common stock approved and authorized for issuance under the2026 EIP is 7,500,000 shares, plus the number of shares that become available for future issuance as a result of the forfeiture, cancellation, expiration or reacquisition of awards granted under the2026 EIP, and Comstock Inc.'s2022 and2020 Equity Incentive Plans. As of* June 30, 2026*,4,745,606 shares remained available for issuance under the2026 EIP. To date, the Company has granted RSUs and PSUs” (together, the “Awards”) under the2026 EIP. The RSUs generally vest based on continued service, while the PSUs contain service and market-performance-based vesting conditions, with vesting and payout dependent on the achievement of specified traded share price targets over the applicable performance period. The Company reflects the shares of common stock awarded as issued and outstanding shares when they have both vested and delivered to the individual.

Restricted Stock Units

Grants of the Company's RSUs consist of time-based awards that generally vest annually over athree-year service period. The Awards are subject to the risk of forfeiture until vested by virtue of continued employment or service to the Company.

The following is a summary of RSU activity during the period ended* June 30, 2026*:

For the period ended* June 30, 2026*, the Company recorded a total stock‑based compensation expense of $39,918 related to RSUs awarded to employees. As of* June 30, 2026*, total stock-based compensation expensenot yet recognized related to unvested RSUs was $2,818,477, which is expected to be recognized over a weighted-average period of 3.0 years.

Performance Share Units

The performance-based RSU awards are subject to the achievement of specified stock price performance conditions over defined performance periods, measured relative to the Company’s stock price at grant. The number of units that* may*be earned varies based on the extent to which the Company’s stock price meets or exceeds pre-established thresholds, with the potential for above-target payouts upon achievement of higher stock price levels. These awards are also subject to continued service through the applicable vesting date.

The following is a summary of the PSU activity during the period ended* June 30, 2026*:

For the period ended* June 30, 2026*, the Company recorded a total stock‑based compensation expense of $76,648 related to PSUs awarded to employees. As of* June 30, 2026*, total stock-based compensation expensenot yet recognized related to unvested PSUs was $5,676,793, which is expected to be recognized over a weighted-average period of 3.2 years.

The fair value of the PSUs is estimated using a Monte Carlo Simulation to address the path-dependent nature of the market-based vesting conditions. Based on the award term, equity value, expected volatility, risk-free rate, and a series of random variables with a normal distribution, the future equity value was simulated. Each trial within the simulation includes assumptions of achieving a per share valuation level of the Company’s common stock as stipulated in the agreement to determine whether the market-based conditions are met resulting in vesting ornot, and the future value of the award.

The equity target appreciations for the base PSUs of theprice per share of our common stockare $6.00, $8.00, and $10.00 as of* June 30, 2027,** June 30, 2028,** June 30, 2029,respectively. The equity target appreciations for the enhanced PSUs of theprice per share of our common stockare $7.00, $9.00, and $11.00 as of June 30, 2027,** June 30, 2028,** June 30, 2029,*respectively.

For thesix-months ended* June 30, 2026*, the key inputs and assumptions used in the valuation of the PSUs were as follows:

22

NOTE12 FAIR VALUE MEASUREMENTS

The following table presents our assets and liabilities measured at fair value on a recurring basis at* June 30, 2026*:

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

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.

23

Derivatives

The Company has several derivatives associated with its common stock including make-whole commitments and debt conversion options. The following tables present changes in our derivative assets and liabilities for thesix-months ended* June 30, 2026and2025*, measured at fair value:

24

At* June 30, 2026* and* December 31, 2025*, the fair value of the derivative assets (George's Trust, Alvin Fund and Flux Photon) were based on a trading price of the Company’s shares of $4.16, and $3.76, respectively. At* June 30, 2025*, fair value of the derivative assets (Decommissioning Services LLC (“Haywood”) and derivative liabilities (Kips Bay and Flux Photon) were based on a trading price of the Company’s shares of $3.79.

Georges Trust Derivative Instrument

On* August 13, 2025,pursuant to that certain promissory note amendment, dated April 22, 2024,between GHF Inc. and the Company, the Company issued 1,500,000 shares of its common stock to Georges Trust with a fair value of $4,755,000 determined by the closing price per share of our common stock of $3.17. If and to the extent that the sale of the shares results in net proceeds greater than $4,653,886, then Georges Trust is required to pay all of such excess proceeds to the Company. If and to the extent that the sale of the shares results in net proceeds less than $4,653,886, then the Company is required to pay Georges Trust equal to such shortfall. Pursuant to the amendment, a true up provision was recognized as a derivative asset in the amount of $101,114 on the date of the amendment. On March 30, 2026,the Company and the Georges Trust entered into a Second Note Amendment Agreement (the “Second Amendment”), pursuant to which the parties agreed to extend the date by which the Company is required to pay any remaining balance due under the Note from April 15, 2026,to July 15, 2026and increased the total consideration to $4,782,886. During thesix*-months ended* June 30, 2026*, the Company paid Georges Trust $129,000 which resulted in a decrease in contractual stock consideration. During thethree andsix-months ended* June 30, 2026*, the Company recorded a gain of $372,838 and a loss of $821,162, respectively, for the change in the fair value of the derivative. In thesecond quarter of2026, Georges Trust sold 1,500,000 shares of the Company's stock for net proceeds of $4,834,429. The Company received cash of $508,952 representing cash from the sale of the common shares in excess of amounts owed. The derivative asset was classified within Level2 fair value measurement within the fair value hierarchy. At* June 30, 2026*, the Company fulfilled our commitment requirements on the make-whole provision and the derivative and the accounting thereto.

Alvin Fund Derivative Instruments

On* August 12, 2025,pursuant to that certain short-term promissory note, the Company issued 1,400,000 shares of its common stock to Alvin Fund with a fair value of $4,438,000 determined by the closing price per share of our common stock of $3.17. If and to the extent that the sale of the shares results in net proceeds greater than $4,504,318, then Alvin Fund is required to pay all of such excess proceeds to the Company. If and to the extent that the sale of the shares results in net proceeds less than $4,504,318, then the Company is required to pay Alvin Fund equal to such shortfall. Pursuant to the amendment, a true up provision was recognized as a derivative liability in the amount of $66,318 on the date of the amendment. During thethree* andsix-months ended* June 30, 2026*, the Company recorded a gain of $0 and $471,985, respectively, for the change in the fair value of the derivative. In thefirst quarter of2026, Alvin Fund sold 1,400,000 shares of the Company's stock for net proceeds of $5,592,009. The Company received cash of $1,231,667 representing cash from the sale of the common shares in excess of amounts owed. The derivative asset was classified within Level2 fair value measurement within the fair value hierarchy. At* March 31, 2026,*the Company fulfilled our commitment requirements on the make-whole provision and the derivative and the accounting thereto.

Flux Photon Instrument

On* April 6, 2026,the Company issued Flux Photon 1,750,000 shares of common stock of the Company with a fair value of $6,055,000 determined by the closing price per share of our common stock of $3.46, to settle the remaining obligations of the Earn Out of $5,273,813 (see Notes10* and16). If and to the extent that the sale of the shares results in net proceeds greater than $5,273,813, then Flux Photon is required to pay all of such excess proceeds to the Company. If and to the extent that the sale of the shares results in net proceeds less than $5,273,813, then the Company is required to pay Flux Photon equal to such shortfall. On* April 6, 2026,the Company recognized a true up provision as a derivative asset in the amount of $781,187. During thethree* andsix-months ended* June 30, 2026*, the Company recorded a gain of $1,225,000 for the change in the fair value of the derivative. At* June 30, 2026*, Flux Photon holds 1,750,000 shares of the Company's stock. The derivative asset was classified within Level2 fair value measurement within the fair value hierarchy.

Marathon SAFE Note Instrument

On* February 28, 2025,Bioleum, the Company's subsidiary, entered into a series of definitive agreements with Virent, which have been assigned to Bioleum and involve the purchase of Bioleum equity as part of Bioleum’s planned Series A Financing (see Note9*). As of* February 28, 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, 2026*, the fair value of the Marathon SAFE Note liability was estimated at $10.9 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 0.50 to 1.0 years. The Marathon SAFE Note liability was classified as a Level3 fair value measurement within the fair value hierarchy.

For thesix-months ended* June 30, 2026*, the range of variables used to calculate the original fair value of the Marathon SAFE Note and the fair value on the dates of conversion are as follows.

For thesix-months ended* June 30, 2025*, the range of variables used to calculate the original fair value of the Marathon SAFE Note and the fair value on the dates of conversion are as follows.

Great Basin Guarantee

On* March 31, 2026,the Company and Great Basin executed the Great Basin Guaranty (see Note9*). As of* June 30, 2026*, the Company recorded a guarantee liability of $475,000 and a corresponding guarantee long-term asset, measured at fair value at the time the guaranty was executed, on the condensed consolidated balance sheets. The Great Basin Guaranty liability was estimated with the assistance ofthird-party valuation specialists and valued using a Probability‑Weighted Expected Return Method (“PWERM”), which considers multiple discrete future outcomes and probability‑weights the expected discounted cash flow approach associated with each scenario using a probability weighted present value with the discount factor based on published venture capital rate of returns of 35%. The scenarios used in the valuation included a base case, late failure case and early failure case with probabilities of95%, 4% and1%, respectively, with each case scenario reflecting the surety payments anticipated and anticipated repayments. The Great Basin Guaranty liability was recorded at fair value upon execution of the guaranty agreement and was classified as a Level3 measurement within the fair value hierarchy.

25

Other Financial Instruments

At* June 30, 2026*, the carrying amount of cash and cash equivalents, Flux Photon payable, and reclamation bond approximates fair value because of the short-term maturity of these financial instruments.

NOTE13 DEFERRED REVENUE

Comstock Metals

Recycling service revenue is deferred upon receipt of the photovoltaic panels from the customers and recognized upon completion of the services and the issuance of a certificate of destruction. The price for services is separately identifiable within each contract. Comstock Metals bills for recycling fees of which represents fees for recycling services that havenot yet been completed and are recognized as deferred revenue.

Comstock Metals deferred revenue activity for thesix-month period ended* June 30, 2026* and for the year ended* December 31, 2025* is as follows:

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 of 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. In2025,* the Company met thefirst andsecond conditions of the OKL Award. On* January 20, 2026,the Company received $1,000,000 from the Oklahoma Department of Commerce for thesecond* condition of the OKL Award.

Balances of Deferred Revenue at* June 30, 2026* and* December 31, 2025* are comprised of the following:

For thethree-months ended* June 30, 2026and June 30, 2025*, the Company recognized grant income of $16,672 and $8,333, respectively, inother income (expense) in the condensed consolidated statement of operations. For thesix-months ended* June 30, 2026and2025*, the Company recognized grant income of $33,342 and $16,666, respectively. As of* June 30, 2026* and* December 31, 2025*, the Company recorded$0 and $1,000,000, respectively, in accounts receivable on the condensed consolidated financial statements.

NOTE14 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. For thethree andsix-months ended* June 30, 2026and2025*, all common stock equivalent shares, which is limited to outstanding warrants, RSUs and PSUs, are antidilutive (see Note10 and11).

26

NOTE15 SEGMENT REPORTING

We have the following segments and reporting units: Fuels, Metals, Mining, Strategic Investments and Corporate. Summarized financial information relating to our reportable segments is provided below. For the Strategic Investments and Corporate Segments, our chief operating decision maker (“CODM”) is our chief executive officer. For our Bioleum (Fuels Segment), our CODM is the President of Bioleum. For the Metals segment, our CODM is the President of our Metals Segment (“Metals President”). For the Mining segment, our CODM is its President and our chief financial officer.

The Company plans, executes and monitors each reporting segment and has dedicated personnel responsible for each reportable segment. Our Bioleum (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, 2026*, consisted of the following:

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

The Company’s total revenue for thesix-months ended* June 30, 2026*, consisted of the following:

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

For thesix-months ended* June 30, 2026*, two customers, Atlantic Iron & Metals and Illuminate, accounted for over10% of our revenues. For thesix-months ended* June 30, 2025*, two customers, RWE and Deriva Energy, accounted for over10% of our revenues. At* June 30, 2026*, two customers, Kiewit and Next Era Energy, each individually accounted for over10% of our accounts receivable balance. At* December 31, 2025,one customer, RWE, accounted for over10%* of our accounts receivable balance. At* June 30, 2026*, Comstock Metals billed $2,309,422 of which$510,280 was for decommissioning services, recycling fees and off-take revenue and$1,799,142 of which represents fees for recycling services that havenot yet been completed and are recognized as deferred revenue (see Note13).

27

28

29

30

NOTE16 RELATED PARTY TRANSACTIONS

The following related party transactions occurred during thesix-months ended* June 30, 2026and2025*.

TRANSACTIONS INVOLVING SIERRA SPRINGS OPPORTUNITY FUND INC.

At* December 31, 2025,*the Company had advances to SSOF of $9,400,000.

During thethree-months ended* March 31, 2026,the Company advanced an additional $5,750,000. On March 26, 2026,*all advances, totaling $15,150,000 were contributed in exchange for 23,307,692 shares of SSOF common stock at $0.65 per share.

On* April 30, 2026,the Company converted accrued interest from advances of $237,415 to 365,255 additional shares of SSOF common stock at $0.65 per share. As of June 30, 2026*, the Company subscribed to and invested an additional $13,640,000 for 20,984,615 additional shares of SSOF common stock at $0.65 per share. These investments increased the Company's ownership to 47.63% (see Notes3 and4). At* June 30, 2026* and* December 31, 2025*, the Company owns 55,893,673 and 11,236,111, respectively, in SSOF shares of common stock, representing an ownership of 47.63% and 16.99%, respectively, on a fully diluted, if converted basis. SSOF is a qualified opportunity zone fund, which owns 100% of Sierra Springs Enterprises Inc. (“SSE”), a qualified opportunity zone business (see also Notes3 and4). SSE and its subsidiaries own or control approximately 2,200 acres of land, a manufacturing facility, significant junior and effluent water rights, sewer rights and also owns and operates Sierra Clean Processing LLC and the Silver Springs Regional Airport LLC.

The Company's chief executive officer co-founded SSOF and SSE, and serves as the principal executive officer of SSOF and as an executive of SSE along with a diverse team of qualified financial, capital markets, and real estate professionals that together govern, lead and manage SSOF and SSE. Our chief executive officer andtwo of our directors have separately invested $525,000 into SSOF consisting of 6,645,871 voting shares of SSOF which represents 5.66% of the 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

On* September 7, 2021,the Company entered into the FPC Asset Purchase Agreement (as defined below) with Flux Photon to acquire the Flux Photon Assets. The purchase price payable for the Flux Photon Assets was $18,000,000 payable in cash to Flux Photon 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 Flux Photon Assets (as defined below) 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, former director of the Company and former chief executive officer of Bioleum, is also the owner of100%* of the outstanding common stock of Flux Photon and as such was the indirect beneficiary of all payments made to Flux Photon pursuant to the FPC Asset Purchase Agreement (see Note9).

On* December 28, 2023,the Company entered into an amendment (the“2023* FPC Asset Purchase Agreement Amendment”) with Flux Photon 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 “Flux Photon Assets”). The original purchase price included a payable for the Flux Photon 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 price has been fully paid. The2023 FPC Asset Purchase Agreement Amendment reduced the purchase price payable to Flux Photon 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 Flux Photon from future cash flows. During2024,* the Company paid an additional $275,000 to Flux Photon reducing the remaining payable from future cash flows to $16,375,000.

On* May 21, 2025,the Company and Flux Photon amended the2023* FPC Asset Purchase Agreement Amendment (the*“2025* FPC Asset Purchase Agreement Amendment”). The original2021 purchase price included a payable for the Flux Photon Assets of $18,000,000, 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 subsidiaries until the purchase price was fully paid (the “Earn Out”). From2021 through* May 21, 2025,the Company 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 as of May 21, 2025.*

Flux Photon Earn Out

On* May 21, 2025,in connection with the restructured acquisition of Bioleum and the execution and delivery of the Bioleum Transaction Documents, the Company and Flux Photon entered into the FPC Asset Purchase Agreement Amendment. Under the FPC Asset Purchase Agreement Amendment, the Company committed to a final settlement of $10.0 million of the existing Earn Out obligation. To satisfy this commitment, the Company issued 2,000,000 shares of common stock of the Company,1,700,000 of such shares went towards settling $10.0 million of the Earn Out, with true up provisions for any proceeds received by Flux Photon that are below or in excess of $10.0 million, and the other 300,000 shares of common stock as settlement with certain Flux Photon affiliates. In2025,* Flux Photon sold all 1,700,000 shares of the Company's stock for net proceeds of $4,726,187 with a remaining amount owed to Flux Photon pursuant to the FPC Asset Purchase Agreement of $5,273,813 which was recognized as Flux Photon payable in the condensed consolidated balance sheet. On* April 6, 2026,the Company issued Flux Photon 1,750,000 shares of common stock of the Company with a fair value of $6,055,000 determined by the closing price per share of our common stock of $3.46, to settle the remaining obligations of the Earn Out of $5,273,813 (see Notes10* and12).

31

Payable to Flux Photon (see Note7*)*

Pursuant to the2025 FPC Asset Purchase Agreement Amendment, the Company is required to pay an additional$6,050,000 cash commitment to Flux Photon for the remaining Earn Out due on the FPC Asset Purchase Agreement. 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, until such time as the entire remaining amount is paid in full settlement of the remaining Earn Out by both the Company and Bioleum. As of* June 30, 2026* and* December 31, 2025,the Company has paid $1,840,000 and $1,000,000, respectively, directly toward that obligation with the remaining $4,210,000 required to satisfy the Flux Photon cash obligation. Since the payments arenot* interest bearing, the Company calculated the implied interest of $1,581,383 on the future cash payments using an implied interest rate of 9.76% which was recognized as a discount on the obligation of $6,050,000 to be recognized over the payment term. As of* June 30, 2026*, the liability has a balance of $3,177,602, net of imputed interest, consisting of a short-term payable of $725,844 (see Note7) and long-term payable of $2,451,758 in Flux Photon payable in the condensed consolidated balance sheet for future payments due under the2025 FPC Asset Purchase Agreement Amendment. For thethree-months ended* June 30, 2026and2025*, the Company recognized interest expense of $107,324 and $61,522, respectively, 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. For thesix-months ended* June 30, 2026and2025*, the Company recognized interest expense of $219,270 and $61,522, respectively.

BIOLEUM FOUNDERS SHARES

On* May 22, 2025,Bioleum issued 2.0 million Series2* Convertible Preferred Shares to the Founders Group in exchange for the assignment of developed technologies. A member of the Founders Group is an immediate family member of the Company's chief executive officer. Additionally, the Founder’s Group includedtwo former officers of the Company andone former officer and director of the Company (see Note9).

TRANSACTIONS INVOLVING COMSTOCK METALS

In2023, the Company acquired a metal recycling furnace from the Metals President for a $375,000 payable from a portion of future excess cash flows. As of* June 30, 2026* and* December 31, 2025*, the furnace is included in property, plant, and equipment, net, and the related obligation is recorded in other long-term liabilities. For thethree-months ended* June 30, 2026and2025*, the Company recognized depreciation expense of $4,688 on the furnace. For thesix-months ended* June 30, 2026and2025*, the Company recognized depreciation expense of $9,376 on the furnace.

On* December 22, 2025,Comstock Metals, a wholly owned subsidiary of the Company, entered into a Profit Interest Award Agreement with the Metals President. Pursuant to the agreement, all units vest on achieving a performance condition for the sale and/or liquidation of Comstock Metals if the Metals President remains employed through December 22, 2030.*

OTHER

Sierra Clean Processing LLC, a wholly owned subsidiary of SSOF, owns the buildings at600 Lake Avenue, Silver Springs, Nevada which the Company entered into a Real Estate and Building Lease Agreement on* August 15, 2023.Sierra Clean Processing LLC also owns the building at700* Lake Avenue, Silver Springs, Nevada which the Company entered into a Real Estate and Building Lease on* August 1, 2024 (see Note8*). Sierra Clean Processing LLC also owns the land at800 Lake Avenue, Silver Springs, Nevada which the Company entered into a Storage Lease on* November 1, 2025 (see Note8*). The Company's chief executive officer is an executive and director of Sierra Clean Processing LLC.