Comstock Inc 10-K for FY2023

Comstock Inc. (LODE)

10-K 2024-02-27 For: 2023-12-31

Added on April 10, 2026

About this 10-K

Comstock Inc filed this 10-K on February 27, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.27M; up 615.4% from $178.15K a year earlier
Net income: $10.53M; compared with a net loss of $46.74M a year earlier
Diluted EPS: $0.09; compared with -$0.62 a year earlier

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Nevada		65-0955118
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

117 American Flat Road, Virginia City, NV		89440
(Address of principal executive offices)		(Zip Code)
	(775) 847-5272
	(Registrant’s telephone number)

	Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.000666 per share	LODE	NYSE American


PART I

ITEM 1	BUSINESS	6
ITEM 1A	RISK FACTORS	18
ITEM 1C	CYBERSECURITY	43
ITEM 2	PROPERTIES	44
ITEM 3	LEGAL PROCEEDINGS	56
ITEM 4	MINE SAFETY DISCLOSURES	56
PART II

ITEM 5	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	57
ITEM 6	[RESERVED]	58
ITEM 7	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	59
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	72
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	73
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	122
ITEM 9A	CONTROLS AND PROCEDURES	122
ITEM 9B	OTHER INFORMATION	122
ITEM 9C	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	122
PART III

ITEM 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	123
ITEM 11	EXECUTIVE COMPENSATION	124
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	124
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	124
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	124
PART IV

ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	125
ITEM 16	FORM 10-K SUMMARY	127
	SIGNATURES	128


Comstock Inc. and its Subsidiaries:

Comstock, we, our, us, or the Company			Comstock Inc. and its subsidiaries on a consolidated basis

Comstock Fuels			Comstock Fuels Corporation

Comstock Metals			Comstock Metals Corporation

Comstock Mining			Comstock Mining LLC, Comstock Processing LLC, Comstock Northern Exploration LLC, Comstock Exploration and Development LLC

Comstock Innovations			Comstock Innovations Corporation

Comstock IP Holdings			Comstock IP Holdings LLC


Miscellaneous Defined Terms:

EPS			Earnings per share

Exchange Act			Securities Exchange Act of 1934, as amended

GAAP			U.S. Generally Accepted Accounting Principles

NYSE			NYSE American LLC

SEC			Securities and Exchange Commission

Securities Act			Securities Act of 1933, as amended


Industry Defined Terms:

BLM			Bureau of Land Management, an agency of the U.S. Department of Interior

BTC			Federal biodiesel mixture excise tax credit

CAFE			Corporate Average Fuel Economy

CI			Carbon intensity, or CI, refers to the relative amount of carbon dioxide (CO2) emissions that are released for a specific activity.

E10			10% ethanol

EIA			U.S. Energy Information Administration

EPA			U.S. Environmental Protection Agency

GHG			Greenhouse gas

LCFS			Low Carbon Fuel Standard

RFA			Renewable Fuels Association

RFS or RFS II			Renewable Fuel Standards published by the EPA

RIN			Renewable identification number

RVO			Renewable volume obligation

U.S.			United States of America

Glossary:

AI			Artificial intelligence


Biomass			renewable organic material produced, in pertinent part, upon conversion of energy from the sun, water, and carbon dioxide into stored chemical energy.

Carbon cycle			biogeochemical cycle by which carbon is exchanged amongst the Earth’s air, water, biomass, soil, crust, mantle, and back again, primarily as a result of biological, geochemical, and industrial processes.

Claim			a mining interest giving its holder the right to prospect, explore for, and exploit minerals within a defined area.

Grade			the amount of metal per ton of material.

Indicated Mineral resource			that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.

Inferred mineral resource			that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.

Intermediate			a product produced from one or more reactants during one conversion step for use in one or more succeeding conversion steps into a final product.

Lode			a vein-like deposit or rich supply of or source of minerals.

Long cycle carbon			long-term carbon cycle operating over millions of years, primarily involving the production and sequestration of biomass in the Earth’s crust and mantle, where it is converted with heat, pressure, and time into fossil hydrocarbons; emissions of long cycle carbon derive, in pertinent part, from previously-sequestered carbon dioxide, and therefore add to and disrupt the Earth’s natural short cycle and climate.

Measured mineral resource			that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.

Mineral reserve			an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowance for losses that may occur when the material is mined or extracted. The mineral reserve estimate must be based on at least a preliminary feasibility study.

Mineral resource			a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or part, become economically extractable.

NSR			net smelter return, a basis for calculating royalties.


Ore			mineral-bearing material, which is economically and legally extractable.

Precursor			an initial or intermediate compound that participates in a reaction and/or process that produces another compound.

Probable mineral reserve			the economically mineable part of an indicated, and, in some cases, a measured mineral resource.

Proven mineral reserve			the economically mineable part of a measured mineral resource which can only result from conversion of a measured mineral resource.

Short cycle carbon			short-term carbon cycle operating over months or centuries involving the exchange of carbon above the surface of the Earth, primarily between its air, water, biomass, and soil; emissions of short cycle carbon derive, in pertinent part, from carbon dioxide that was recently photosynthesized into biomass, and therefore have a net zero impact on the carbon content above the Earth’s surface and climate.

Stripping ratio			the ratio of waste tons to ore tons mined.

Tailings			refuse materials resulting from the washing, concentration, or treatment of mineralized material.

TRL			Technology Readiness Levels (TRLs) are a method for understanding the technical maturity of a technology during its nine potential development phases. TRLs allow scientists and engineers to have a consistent datum of reference for understanding technology evolution, regardless of their technical background.

Vein			a deposit of non-sedimentary origin, which may or may not contain minerals.


-			sales of, and demand for, our products, services, and/or properties;

-			industry market conditions, including the volatility and uncertainty of commodity prices;

-			the speculative nature, costs, regulatory requirements, and hazards of natural resource exploration, development, availability, recycling, extraction, processing, and refining activities, including operational or technical difficulties, and risks of diminishing quantities or grades of qualified resources;

-			changes in our planning, exploration, research and development, production, and operating activities;


-			research and development, exploration, production, operating, and other overhead costs;

-			margins, earnings, debt levels, contingencies, taxes, capital expenditures, net cash flows, and growth;

-			restructuring activities, including the nature and timing of restructuring charges and the impact thereof;

-			employment and contributions of personnel, including our reliance on key management personnel;

-			the costs and risks associated with developing new technologies;

-			our ability to commercialize existing and new technologies;

-			the impact of new, emerging and competing technologies on our business;

-			the possibility of one or more of the markets in which we compete being impacted by political, legal and regulatory changes, or other external factors over which we have little or no control;

-			the effects of mergers, consolidations, and unexpected announcements or developments from others;

-			the impact of laws and regulations, including permitting and remediation requirements and costs;

-			changes in or elimination of laws, regulations, tariffs, trade, or other controls or enforcement practices, including the potential that we may not be able to comply with applicable regulations;

-			changes in generally accepted accounting principles;

-			adverse effects of climate changes, natural disasters, and health epidemics, such as the COVID-19 outbreak;

-			global economic and market uncertainties, changes in monetary or fiscal policies or regulations, the impact of terrorism and geopolitical events, volatility in commodity and/or other market prices, and interruptions in delivery of critical supplies, equipment and/or raw materials;

-			assertion of claims, lawsuits and proceedings against us;

-			potential inability to satisfy debt and lease obligations, including as a result of limitations and restrictions contained in the instruments and agreements governing our indebtedness;

-			our ability to raise additional capital and secure additional financing;

-			interruptions in our production capabilities due to equipment failures or capital constraints;

-			potential dilution from stock issuances, recapitalization and balance sheet restructuring activities;

-			potential inability or failure to timely file periodic reports with the SEC;

-			potential inability to maintain the listing of our securities on any securities exchange or market;

-			our ability to implement additional financial and management controls, reporting systems and procedures and comply with Section 404 of the Sarbanes-Oxley Act, as amended; and

-			other risks referenced from time to time in our filings with the SEC and those factors listed in this Annual Report on Form 10-K for the year ended December 31, 2023 under Item 1A, Risk Factors.


Business and Operating Risks
-			You may lose all or part of your investment.

-			We need additional capital, which may not be available on acceptable terms or at all, to continue as a going concern and for investing in our business and to finance acquisitions and other strategic transactions.

-			We have a limited operating history.

-			We may never earn significant revenues from our operations.

-			We may be unable to manage our future growth.

-			We may not be able to successfully implement our growth strategy on a timely basis or at all.

-			We are exposed to global health, economic, supply chain, and market risks that are beyond our control, which have adversely affected, and could continue to adversely affect, our financial results and capital requirements.

-			The Renewable Fuel Standard, a federal law requiring the consumption of qualifying renewable fuels, could be repealed, curtailed or otherwise changed, which would have a material adverse effect on our revenues, operating margins and financial condition.

-			Loss of or reductions in federal and state government tax incentives for renewable fuel production or consumption may have a material adverse effect on our revenues and operating margins.

-			We intend to derive a significant portion of our revenues from sales of our renewable fuel in states with LCFS, however, adverse changes in the associated laws or reductions in the value of the applicable credits would harm our revenues and profits.

-			A decline in the adoption rate of renewable energy or electrification, or a decline in the support by governments for renewable energy and electrification technologies, could materially harm our financial results and ability to grow our business.

-			Our success will depend on acquiring, maintaining, and increasing feedstock supply commitments, as well as securing new customers and offtake agreements.

-			Our margins are dependent on the spread between the market prices for our renewable energy and the costs for our feedstocks, which may be volatile and can cause our results of operations to fluctuate substantially.

-			Our operations depend on the availability of sufficient water supplies.

-			Owning property and water rights and options on property and water rights carries inherent risks.

-			We do not have proven or probable reserves, and there is no assurance that the quantities of minerals and metals we produce will be sufficient to recover our investment and operating costs.

-			The cost of our exploration, development and acquisition activities is substantial, and there is no assurance that the quantities of minerals and metals we discover, acquire or recover will justify commercial operations or replace future reserves.

-			Estimated costs and timing are uncertain, which may adversely affect our expected production and profitability.


-			Resource and other material statements are estimates subject to uncertainty due to factors including market prices, and the inherent variability and recoverability of targeted natural resources in extraction and beneficiation processes.

-			Market prices fluctuate and a downturn in price could negatively impact our operations and cash flow.

-			Risk management transactions could significantly increase our operating costs and may not be effective.

-			In addition to changes in prevailing commodity prices, our results of operations could be significantly affected by the volume, mix, and composition of the various wasted and unused natural resource feedstocks that we are targeting, all of which are subject to variance.

-			If one or more of our facilities become inoperative, capacity constrained, or if operations are disrupted, our business, results of operations or financial condition could be materially adversely affected.

-			We may experience increased costs or losses resulting from the hazards and uncertainties associated with mining.

-			Our facilities and our customers' facilities will be subject to risks associated with fire, explosions, leaks, and natural disasters, which may disrupt our business and increase costs and liabilities.

-			The dangers inherent in storage and transportation of our renewable energy could cause disruptions in our operations and could expose us to potentially significant losses, costs or liabilities.

-			Increases in transportation costs or disruptions could have a material adverse effect on our business.

-			Weather interruptions may affect, and delay proposed operations and impact our business plans.

-			Disruptions in the supply of certain key inputs and components and other goods from our suppliers, including limited or single source suppliers, could have an adverse effect on the results of our business operations, and could damage our relationships with customers.

-			We rely on contractors to conduct a significant portion of our operations and construction projects.

-			We operate in highly competitive industries and expect that competition will increase.

-			Technological advances could render some or all our plans obsolete and adversely affect our ability to compete.

-			Our business could be adversely affected if we are unable to protect our intellectual property, or others assert that our operations violate their intellectual property.

-			The success of our business depends on our ability to continuously innovate and to manage transitions to new product innovations.

-			The success of our business depends on evolving, highly technical and uncommonly qualified technical resources that are becoming increasingly important to us. We will face significant competition in seeking and acquiring qualified, competent technical and systemically oriented employees.

-			We may not be successful in developing our new products and services.

-			If we fail to introduce new products in a timely manner, we may lose market share and be unable to achieve revenue growth targets.

-			If we are unable to commercially release products that are accepted in the market or that generate significant revenues, our financial results will continue to suffer.

-			Product defects or problems with integrating our products with other vendors’ products may seriously harm our business and reputation.

-			We may encounter manufacturing or assembly problems for products, which would adversely affect our results of operations and financial condition.

-			Unfavorable economic conditions may have a material adverse effect on our business, results of operations and financial condition.

-			Natural disasters, unusually adverse weather, epidemic or pandemic outbreaks, boycotts and geopolitical events could materially adversely affect our business, results of operations or financial condition.

-			Illiquidity of investments could impede our ability to respond to changes in economic and other conditions.

-			Our business requires substantial capital investment, and we may be unable to raise additional funding.


-			Nevada law and our articles of incorporation and bylaws contain anti-takeover provisions that could delay or discourage takeover attempts that stockholders may consider favorable.

-			Our government grants are subject to uncertainty, which could harm our business and results of operations.

-			Governmental programs designed to incentivize the production and consumption of low-carbon fuels and carbon capture and utilization, may be implemented in a way that does not include products produced using our novel technology platform and process technologies or could be repealed, curtailed or otherwise changed, which would have a material adverse effect on our business, results of operations and financial condition.

-			Our industrial waste management services subject us to potential environmental liability.

-			If we cannot maintain our government permits or cannot obtain any required permits, we may not be able to continue or expand our operations.

-			Changes in environmental regulations and enforcement policies could subject us to additional liability which could impair our ability to continue certain operations due to the regulated nature of our operations.

-			As our operations expand, we may be subject to increased litigation which could have a negative impact on our future financial results.

-			Our business and operations would suffer in the event of IT system failures or a cyber-attack.

-			We may use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

Legal, Regulatory and Compliance Risks
-			Our operations are subject to strict environmental laws and regulations, including regulations and pending legislation governing issues involving climate change, which could result in added costs of operations and operational delays, and could have a material adverse effect on our business.

-			Failure to comply with governmental regulations, including EPA requirements relating to RFS II or new laws designed to deal with climate change, could result in the imposition of higher costs, penalties, fines, or restrictions on our operations and remedial liabilities.

-			Our ability to execute our strategic plans depends upon our success in obtaining a variety of required governmental approvals that may be opposed by third parties.

-			Closure, reclamation, and rehabilitation costs could be higher than expected, and our insurance and surety bonds for environmental-related issues are limited.

-			We are subject to federal and state laws that require environmental assessments and the posting of bonds, which add significant costs to our operations and delays in our projects.

-			Because our land holdings are within the Carson River Mercury Superfund Site, our operations are subject to certain soil sampling and potential remediation requirements, which may result in added costs and delays; and we are also potentially subject to further costs as the result of on-going government investigation and future remediation decisions.

-			We may be subject to litigation.

-			Title claims against our properties could require us to compensate parties making such claims, if successful, and divert management’s time from operations.

-			Mine operators are increasingly required to consider and provide benefits to their local communities.

Risks Related to Investments in Our Common Stock
-			The price of the Company’s common stock has and may continue to fluctuate significantly, which could negatively affect the Company and holders of its common stock.

-			Our stock has historically been a penny stock with trading restricted by the SEC’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our stock.

-			If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

-			We may be delisted if we are unable to maintain the listing standards of the NYSE American stock exchange.

-			We do not expect to pay any cash dividends for the foreseeable future.

-			We may issue additional common stock or other equity securities in the future that could dilute the ownership interest of existing stockholders.


Risks Related to Strategic Transactions
-			We have and may continue to pursue investments in other companies, acquisitions, divestitures, business combinations or other transactions with other companies, involving our properties or new properties, which could harm our operating results, may disrupt our business and could result in unanticipated accounting charges.

-			We may undertake joint ventures, investments, projects and other strategic alliances and such undertakings, as well as our existing joint ventures, may be unsuccessful and may have an adverse effect on our business.

-			If we are unable to maintain existing or future strategic partnerships, or if these strategic partnerships are not successful, our business could be adversely affected.

-			We have invested capital in high-risk mineral and metals projects where we have not conducted sufficient exploration, development and engineering studies.

-			If we are unable to commercialize and release new products candidates based on our quantum computing investment that are accepted in the market or that generate significant revenues, our financial results will continue to suffer.

-			Our success in development in the quantum computing industry depends on our ability to operate without infringing the patents and other proprietary rights of third parties.

-			Our strategic partnerships rely on the availability of third-party intellectual property, which may not be accessible to us on reasonable terms or at all.

-			We rely on third parties for certain cloud-based software platforms, which impact our financial, operational and research activities. If any of these third parties fail to provide timely, accurate and ongoing service or if the technology systems and infrastructure suffer outages that we are unable to mitigate, our business may be adversely affected.

General Risk Factors
-			Our business depends on a limited number of key personnel, the loss of whom could negatively affect us.

-			Our business may be adversely affected by information technology disruptions.

-			The Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

-			Diversity in application of accounting literature in the mining industry may impact our reported financial results.

-			Our ability to execute our strategic plan depends on many factors, some of which are beyond our control.

-			Our indebtedness and payment obligations could adversely affect our operations, financial condition, cash flow, and operating flexibility.

-			The estimation of mineral reserves and mineral resources is imprecise and depends on subjective factors.

-			Mineral resources do not have demonstrated economic value.


-			availability of labor, energy, transportation, equipment, and infrastructure;

-			changes in input commodity prices and labor costs;

-			fluctuations in currency exchange rates;

-			availability and terms of financing;

-			changes in anticipated tonnage, grade and characteristics of the mineralized material to be mined and processed;

-			recovery rates of gold and other metals from mineralized or recyclable materials;

-			difficulty of estimating construction costs over a period of a year;

-			delays in completing any environmental review or in obtaining environmental or other government permits;

-			weather and severe climate impacts; and

-			potential delays related to health, social, political and community issues.


-			environmental hazards, including discharge of metals, concentrates, pollutants or hazardous chemicals;

-			industrial accidents, including in connection with the operation of mining transportation equipment, milling equipment and/or conveyor systems, and accidents associated with the preparation and ignition of large-scale blasting operations, milling, processing and transportation of chemicals, explosives or other materials;

-			surface or underground fires or floods;

-			unexpected geological formations or conditions (whether in mineral or gaseous form);

-			ground and water conditions;

-			fall-of-ground accidents in underground operations;

-			failure of mining pit slopes and tailings dam walls;

-			seismic activity; and

-			other natural phenomena, such as lightning, rain, snowstorms, floods, or other inclement weather conditions.


-			the right of the board to elect a director to fill a vacancy created by the expansion of the Board of Directors;

-			the requirement for advance notice for nominations for election to the Board of Directors or for proposing matters that can be acted upon at a stockholders’ meeting;

-			the ability of the Board of Directors to alter our bylaws without obtaining stockholder approval;

-			the ability of the Board of Directors to issue, without stockholder approval, up to 50,000,000 shares of preferred stock with rights set by the Board of Directors, which rights could be senior to those of common stock.


Business Segment						Property
Fuels						Demonstration Facility
Strategic Investments						Manufacturing Facility (sold in August 2023)
Mining						Haywood Property
Mining						Mining Properties
Strategic Investments						Silver Springs Properties


Property:			Dayton – Spring Valley Project
Stage:			Exploration
Location:			Lyon County, Nevada
Ownership:			100%
Titles and Mining Claims:			68 unpatented lode claims, 38 unpatented placer claims (1,908 acres), 41 patented lode claims (612 acres), and 16 surface parcels (461 acres)
Key Permit Conditions:			Private and BLM administered land. Required state permits in place for exploration on private land.
Mine Type:			Open Pit Heap Leach
Mineralization Styles:			Resembles the geometry of a volcanic autoclastic dome. Late-stage manganiferous calcite-quartz-adularia veining and silicified breccia zones with druzy quartz filling fractures and stockwork veinlets.
Other:			a.Certain properties have royalty interests ranging from 1.0% to 2.5% b.A security interest in certain parcels has been granted to Alvin Fund LLC


Property:			Lucerne Project
Stage:			Exploration
Location:			Storey County, Nevada
Ownership:			Majority 100%; certain claims 50% through membership in Northern Comstock LLC
Titles and Mining Claims:			70 unpatented lode claims (789 acres), 14 patented lode claims (104 acres), and 24 surface parcels (59 acres) owned by Comstock; 12 unpatented lode claims (44 acres), 20 patented lode claims (167 acres), and 15 surface parcels (42 acres) owned by Northern Comstock LLC.
Key Permit Conditions:			Private and BLM administered land. Required state and county permits in place for exploration, mining, and processing on private land. BLM granted right-of-way for haul road over federal land.
Mine Type:			Open Pit Heap Leach
Mineralization Styles:			Zones of structurally prepared volcanic rock with multiple episodes of epithermal veins, hydrothermal breccias, and stockwork veinlets. Additional mineralization is associated with porphyry dikes, mafic dikes, and sills that have intruded the volcanic host rocks.
Other:			a.Certain properties have royalty interests ranging from 1.0% to 4.0% b.Fully permitted, dedicated processing facility in American Flat


-			negotiating agreements with contractors on acceptable terms;

-			the inability to replace a contractor and its operating equipment in the event that either party terminates the agreement;

-			reduced control over those aspects of operations which are the responsibility of the contractor;

-			failure of a contractor to perform under its agreement;

-			interruption of operations or increased costs in the event that a contractor ceases its business due to insolvency or other unforeseen events;

-			failure of a contractor to comply with applicable legal and regulatory requirements, to the extent it is responsible for such compliance; and

-			problems of a contractor with managing its workforce, labor unrest or other employment issues.


-			changing product specifications and customer requirements;

-			inability to manufacture new products cost effectively;

-			difficulties in reallocating engineering resources and overcoming resource limitations;

-			changing market or competitive product requirements; and

-			unanticipated engineering complexities.


-			Time required to complete a sale or development may be greater than originally anticipated, thereby adversely affecting our cash flows and liquidity.

-			Our water rights or the availability of water through wells or municipal water providers may not be adequate to support potential development.

-			Water rights sales values are highly volatile.

-			We may encounter other delays because of a variety of factors that are beyond our control including natural disasters, material shortages, and regulatory requirements.


-			our actual or anticipated operating and financial results, including how those results vary from the expectations of management, securities analysts and investors;

-			changes in financial estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to us or other industry participants;

-			failure to declare dividends on our common stock from time to time;

-			reports in the press or investment community relating to our reputation or the financial services industry;

-			developments in our business or operations or our industry sectors generally;

-			any future offerings by us of our common stock;

-			any coordinated trading activities or large derivative positions in our common stock, for example, a short squeeze, which occurs when a number of investors take a short position in a stock and have to buy the borrowed securities to close out the position at a time that other short sellers of the same security also want to close out their positions, resulting in surges in stock prices when demand is greater than supply;

-			legislative or regulatory changes affecting our industry generally or our business and operations specifically;

-			the operating and stock price performance of companies that investors consider to be comparable to us;

-			announcements of strategic developments, acquisitions, restructurings, dispositions, financings and other material events by us or our competitors;

-			expectations of (or actual) equity dilution, including the actual or expected dilution to various financial measures, including earnings per share, that may be caused by equity offerings;

-			actions by our current shareholders, including future sales of common shares by existing shareholders, including our directors and executive officers;

-			proposed or final regulatory changes or developments;

-			anticipated or pending regulatory investigations, proceedings, or litigation that may involve or affect us; and

-			other changes in U.S. or global financial markets, global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity prices, credit or asset valuations or volatility.


-			we may not be able to enter into critical strategic partnerships or enter them on favorable terms;

-			strategic partners have significant discretion in determining the effort and resources that they will apply to such a partnership, and they may not perform their obligations as agreed or expected;

-			strategic partners may not pursue development and commercialization of any product candidates that achieve regulatory approval or may elect not to continue or renew development or commercialization programs based on changes in the partners’ strategic focus or available funding, or external factors, such as an acquisition, that divert resources or create competing priorities;

-			strategic partners could independently develop, or develop with third parties, products that compete directly or indirectly with our product candidates if the strategic partners believe that competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than our product candidates;

-			product candidates discovered in collaboration with us may be viewed by our strategic partners as competitive with their own product candidates or products, which may cause strategic partners to cease to devote resources to the commercialization of our product candidates;

-			a strategic partner with marketing and distribution rights to one or more of our product candidates that achieve regulatory approval may not commit sufficient resources to the marketing and distribution of such product candidates;

-			key personnel of strategic partners may be unable or unwilling to continue in their respective positions with such strategic partners, and if such strategic partners are unable to find suitable replacements, our business and financial results could be materially negatively affected;

-			disagreements with strategic partners, including disagreements over proprietary rights, ownership of intellectual property, contract interpretation or the preferred course of development, might cause delays or termination of the research, development or commercialization of product candidates, might lead to additional responsibilities for us with respect to product candidates, or might result in litigation or arbitration, any of which would be time-consuming and expensive;

-			strategic partners may not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential litigation;

-			strategic partners may infringe the intellectual property rights of third parties, which may expose us to litigation and potential liability;

-			strategic partnerships may be terminated for the convenience of the partner and, if terminated, we could be required to raise additional capital to pursue further development or commercialization of the applicable product candidates; and

-			strategic partners may not enable or maintain our access to quantum computing infrastructures at all, or on reasonably affordable terms.


-			making it more difficult for us to satisfy our obligations with respect to our other indebtedness, which could in turn result in an event of default on such other indebtedness;

-			impairing our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes;

-			requiring us to dedicate a substantial portion of our cash flow from operations to debt service payments, thereby reducing the availability of cash for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes;

-			limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

-			placing us at a competitive disadvantage compared to our competitors that have proportionately less debt.


	Measured Mineral Resources			Indicated Mineral Resources			Measured + Indicated Mineral Resources			Inferred Mineral Resources
	Tons (000s)	Grade (oz/ton)	Ounces (000s)	Tons (000s)	Grade (oz/ton)	Ounces (000s)	Tons (000s)	Grade (oz/ton)	Ounces (000s)	Tons (000s)	Grade (oz/ton)	Ounces (000s)
Dayton(3)	2,650	0.030	80	7,620	0.028	213	10,270	0.029	293	3,740	0.024	90
Lucerne(4)				14,118	0.022	312	14,118	0.022	312	9,489	0.022	207
Total	2,650	0.030	80	21,738	0.024	525	24,388	0.025	605	13,229	0.023	297


(1)			The term “mineral resources” means a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. Inferred, Indicated, and Measured resources are in order of increasing confidence based on level of underlying geological evidence. The term “inferred resource” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The term “limited geological evidence” means evidence that is only sufficient to establish that geological and grade or quality continuity is more likely than not. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability and must have a reasonable expectation that the majority of inferred resources could be upgraded to indicated or measured resources with continued exploration.

(2)			Mineral Resources are reported exclusive of mineral reserves and are reported using the definitions in S-K 1300. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

(3)			Dayton mineral resources are current as of December 31, 2023 and were prepared by Behre Dolbear & Company (USA), Inc. on November 30, 2022. Resources were constrained within a pit shell based on metal prices of $1,800 per ounce of gold and $20.22 per ounce of silver, and reported using a gold cutoff of 0.007 ounce per ton.

(4)			Lucerne mineral resources were reported by Mine Development Associated, a division of RESPEC on March 16, 2022. Resources were constrained within a pit shell based on metal prices of $1,750 per ounce of gold and $21.00 per ounce of silver, and reported using a gold cutoff of 0.005 ounce per ton. A qualified person has not done sufficient work to classify the estimate as a current estimate of mineral resources, mineral reserves, or exploration results and the Company is not treating the estimate as a current estimate of mineral resources, mineral reserves, or exploration results.

(5)			Rounding of short tons, grades, and troy ounces, as required by reporting guidelines, may result in apparent discrepancies between tons, grades, and contained metal contents.


Economic Parameters
Metal Prices
Au price			$1,800 per oz
Ag price			$20.22 per oz

Processing and Refining
Au Recovery			80.0%
Ag Recovery			50.0%
Refinery Fee			1.5%

Costs per Ton
Mining			$2.50
Process			$5.50
G&A			$1.00
Reclamation			$0.50

Total ($/ton)			$9.50


	Tons	Au (opt)	Ag (opt)	Contained
				Au (oz)	Ag (oz)
Measured	2,650,000	0.030	0.252	80,000	670,000
Indicated	7,620,000	0.028	0.190	213,000	1,450,000

Measured and Indicated	10,270,000	0.029	0.206	293,000	2,120,000

Inferred	3,740,000	0.024	0.129	90,000	480,000


1			The Qualified Person firm responsible for the mineral resources estimate is Behre Dolbear & Company (USA), Inc.

2			Mineral resources comprised all model blocks at a 0.007 oz/ton gold cut-off that lie within an economic pit shell.

3			Mineral resources that are not mineral reserves do not have demonstrated economic viability.

4			The effective date of the resource estimate is November 1, 2022. The assumptions were current at December 31, 2023 and 2022.

5			Rounding may result in apparent discrepancies between tons, grade, and contained metal content.


-			Third-party certified labs used for assays reported in public disclosure or resource models;

-			Secure chain of custody for all assay samples;

-			Drill programs with insertion of blank, duplicate, and certified reference materials; and

-			Sufficient QA/QC results for the analytical programs.


	2023		2022		Change
Revenue	$	1,274,449	$	178,150	$	1,096,299




Selling, general and administrative expenses	12,588,626		10,243,353		2,345,273
Research and development	6,117,305		7,023,132		(905,827)
Depreciation and amortization	2,477,525		3,328,570		(851,045)
Gain on sale of Daney Ranch	—		(1,055,623)		1,055,623
Gain on sale of Facility (Note 9)	(7,304,570)		—		(7,304,570)
Total operating expenses	13,878,886		19,539,432		(5,660,546)

Loss from operations	(12,604,437)		(19,361,282)		6,756,845

Other Income (Expense):
Gain (loss) on investments	25,034,875		7,310		25,027,565
Interest expense	(1,646,724)		(1,651,435)		4,711
Interest income	251,969		387,608		(135,639)
Change in fair value of derivative instruments	961,085		(7,727,638)		8,688,723
Gain on conversion of debt	129,705		—		129,705
Impairment of intangibles	—		(338,035)		338,035
Impairment of investment and note receivable, net recovery	—		(3,243,650)		3,243,650
Impairment of goodwill	—		(12,788,671)		12,788,671
Other income (expense)	(1,600,221)		(2,022,466)		422,245
Total other income (expense), net	23,130,689		(27,376,977)		50,507,666






Net income (loss)	10,526,252		(46,738,259)		57,264,511

Net income (loss) attributable to noncontrolling interest	1,364,431		(789,515)		2,153,946

Net income (loss) attributable to Comstock Inc.	$	9,161,821	$	(45,948,744)	$	55,110,565


	December 31, 2023		December 31, 2022
ASSETS

Current Assets:
Cash and cash equivalents	$	3,785,577	$	2,521,772
Investments	18,912,985		—
Notes receivable and advances, net - current portion	—		4,990,000

Assets held for sale	—		21,684,865
Deposits - current portion	14,000		809,583
Prepaid expenses and other current assets	470,577		761,393
Total current assets	23,183,139		30,767,613

Non-current Assets:
Investments	31,260,928		18,784,327
Mineral rights and properties	13,302,013		12,571,418
Properties, plant and equipment, net	15,204,030		13,474,094
Deposits	411,268		—
Reclamation bond deposit	2,850,518		2,727,815
Notes receivable and advances, net	980,291		959,318
Intangible assets, net	15,866,032		17,663,681

Finance lease - right of use asset, net	2,923,766		2,911,458
Other assets	484,359		194,035
Total noncurrent assets	83,283,205		69,286,146

TOTAL ASSETS	$	106,466,344	$	100,053,759


	December 31, 2023		December 31, 2022
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable	$	1,333,980	$	714,077
Accrued expenses and other liabilities	2,362,481		1,719,597
Deposits	410,100		422,603

Derivative liabilities	5,400,128		14,545,800
Lease liability, held for sale	—		12,021,566
Finance lease - right of use lease liability	838,676		409,143

Debt, net - current portion	4,495,660		1,795,890
Total current liabilities	14,841,025		31,628,676

Long-term Liabilities:
Reclamation liability	5,606,681		5,226,505
Finance lease - right of use lease liability, non-current portion	—		406,968
Deferred revenue	1,156,250		—
Debt, net - non-current portion	5,355,062		6,121,443

Other liabilities	1,230,154		306,708
Total long-term liabilities	13,348,147		12,061,624

TOTAL LIABILITIES	28,189,172		43,690,300

COMMITMENTS AND CONTINGENCIES (Notes 12 and 20)

Stockholders' Equity
Preferred Stock $.000666 par value, 50,000,000 shares authorized, no shares outstanding	—		—
Common stock $.000666 par value, 245,000,000 shares authorized, 117,862,081 and 91,442,018 shares issued and outstanding at December 31, 2023 and 2022, respectively	78,405		60,660
Treasury stock 2,605,322 and 2,605,322 shares, at cost, at December 31, 2023 and 2022, respectively	(3,360,867)		(3,360,867)
Additional paid-in capital	363,889,245		348,390,556
Accumulated deficit	(282,329,611)		(291,491,432)
Total equity - Comstock Inc.	78,277,172		53,598,917
Non-controlling interest	—		2,764,542
Total stockholders' equity	78,277,172		56,363,459
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	106,466,344	$	100,053,759


	Common Stock			Additional Paid in Capital		Accumulated Deficit		Treasury Stock Amount		Non-Controlling Interest		Total
	Shares	Amount
BALANCE - December 31, 2021	71,207,832	$	47,065	$	338,936,145	$	(245,542,688)	$	(3,870,000)	$	3,400,000	$	92,970,522

Issuance of common stock	20,666,674	13,765		10,772,415		—		—		—		10,786,180
Issuance of common stock for stock issuance costs	829,597	553		839,447		—		—		—		840,000
Common stock issuance costs	—	—		(1,138,000)		—		—		—		(1,138,000)
Common stock issued with note payable	605,620	403		249,597		—		—		—		250,000
Common stock received and cancelled in connection with employee termination	(720,000)	(480)		480		—		—		—		—
Capital contribution to LINICO by Aqua Metals	—	—		176,695		—		—		323,305		500,000
Common stock received and cancelled in the rescission of the LPB transaction	(3,500,000)	(2,331)		(5,107,669)		—		—		—		(5,110,000)
Employee and director share-based compensation	—	120		481,877		—		—		—		481,997
Repurchase of employee stock options	—	—		(12,195)		—		—		—		(12,195)
Exercise of employee stock options	50,000	33		27,967		—		—		—		28,000
Issuance of common stock for Haywood lease	1,500,000	999		2,294,001		—		—		—		2,295,000
Warrants issued with note amendment	—	—		18,975		—		—		—		18,975
Payment to Northern Comstock LLC for mineral rights	802,295	533		481,967		—		—		—		482,500
Sales of treasury stock (394,677 common shares)	—	—		(269,056)		—		509,133		—		240,077
GHF warrant valuation	—	—		637,910		—		—		—		637,910
LINICO dividends earned by AQMS not distributed	—	—		—		—		—		(169,248)		(169,248)
Net loss	—	—		—		(45,948,744)		—		(789,515)		(46,738,259)
BALANCE - December 31, 2022	91,442,018	$	60,660	$	348,390,556	$	(291,491,432)	$	(3,360,867)	$	2,764,542	$	56,363,459

Issuance of common stock	15,356,808	10,226		6,889,774		—		—		—		6,900,000
Issuance of common stock for stock issuance costs	963,445	642		349,358		—		—		—		350,000
Common stock issuance costs	—	—		(599,620)		—		—		—		(599,620)
Ionic Note equity conversion issuance	8,705,806	5,799		4,252,373		—		—		—		4,258,172
Issuance of common stock in lieu of payment of interest	475,930	317		211,245		—		—		—		211,562
Warrants issued with note agreement	—	—		157,269		—		—		—		157,269
Payment to Northern Comstock LLC for mineral rights	963,074	641		481,859		—		—		—		482,500
Employee and director share-based compensation	(45,000)	120		(2,376)		—		—		—		(2,256)
LINICO dividends earned by AQMS not distributed	—	—		—		—		—		(180,485)		(180,485)
Dividend payable extinguished with acquisition of AQMS' interest in LINICO	—	—		—		—		—		447,001		447,001
Acquisition of AQMS interest in LINICO	—	—		3,758,807		—		—		(4,325,134)		(566,327)
LINICO distribution to AQMS	—	—		—		—		—		(70,355)		(70,355)

Net income	—	—		—		9,161,821		—		1,364,431		10,526,252
BALANCE - December 31, 2023	117,862,081	$	78,405	$	363,889,245	$	(282,329,611)	$	(3,360,867)	$	—	$	78,277,172


	December 31, 2023		December 31, 2022
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss)	$	10,526,252	$	(46,738,259)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation	435,683		617,809
Amortization of finance leases	44,193		539,115
Amortization of discount associated with finance leases	246,038		829,924
Amortization of debt discount and other debt-related items	816,429		492,962
Amortization of intangibles	1,997,649		2,171,646
Accretion (reduction) of reclamation liability	380,176		(219,167)
Gain on sale of Facility (Note 9)	(7,304,570)		—
Gain on investments	(25,034,875)		(7,310)
Gain on conversion of debt	(129,705)		—
Gain on sale of Daney Ranch	—		(1,055,623)
Change in fair value of Tonogold Resources, Inc. note receivable	—		605,000
Employee and director share based compensation (recapture)	(2,256)		481,997
Change in fair value of derivative instruments	(961,085)		7,727,638
Loss on write-off of investments in MCU and MCU-P note receivable	—		2,455,332
Loss on Pelen option	150,000		150,000
Share of net loss of equity-method investments	1,715,689		1,133,633
Impairment of goodwill	—		12,788,671
Write-off of construction in process and deposits	—		1,586,481
Impairment of MCU-P note receivable	—		1,628,935
Impairment of Flux Photon intangibles	—		338,035
Write-off of Tonogold reimbursement receivables	—		1,283,302
Write-off of expense related to Fenix prepaid	240,000		—
Interest expense paid with common stock	211,562		—
Other	(19,085)		(25,605)

Changes in operating assets and liabilities:
Prepaid expenses and other current assets	50,816		37,063
Deposits - assets	234,315		133,454
Other assets	387,730		81,582
Accounts payable	31,371		80,854
Accrued expenses and other liabilities	714,705		620,504
Deferred revenue	1,156,250		—
Deposits - liability	(12,503)		2,420
Other liabilities	500,000		154,438
Net cash used in operating activities	(13,625,221)		(12,105,169)

CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of mineral rights and property, plant and equipment	(1,819,065)		(1,014,070)
Proceeds received from the sale of the Manufacturing Facility (Note 9)	21,000,000		—
Proceeds from sale of ABTC common shares	6,000,000		—


	December 31, 2023		December 31, 2022
Proceeds from sale of Green Li-ion preferred shares	779,600		—
Purchase of Facility (Note 9)	(12,000,000)		—
Payments on contractual commitments associated with derivatives	(8,025,000)		(2,825,000)
Advances to Sierra Springs Opportunity Fund, Inc.	(1,995,000)		(55,000)
Payment of commitment for investment in Quantum Generative Materials LLC	—		(750,000)
Proceeds from Tonogold option agreement	—		750,000
Proceeds from sale of Tonogold Resources, Inc. common shares	—		933,129
Proceeds from sale of Daney Ranch	—		1,500,000

Additions to construction in progress	—		(1,625,972)
Acquisition of intangible asset	(200,000)		(500,000)
Payments on Haywood land lease and acquisition	—		(50,000)
Payment for option to purchase additional membership interests in Pelen LLC	—		(100,000)
Other	(109,994)		4,964
Net cash provided by (used in) investing activities	3,630,541		(3,731,949)

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt principal and financing leases	(301,540)		(3,772,360)
LINICO distribution to AQMS	(70,355)		—
Proceeds from the issuance of common stock	6,900,000		10,786,180
Proceeds from sale of treasury stock	—		240,077
Issuances of debt	4,980,000		4,975,000
Capital contributed to LINICO from AQMS	—		500,000
Common stock issuance costs	(249,620)		(298,000)
Other	—		15,805
Net cash provided by financing activities	11,258,485		12,446,702

Net increase (decrease) in cash and cash equivalents	1,263,805		(3,390,416)
Cash and cash equivalents at beginning of year	2,521,772		5,912,188
Cash and cash equivalents at end of year	$	3,785,577	$	2,521,772


SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	503,438	$	1,115,075
Cash paid for income taxes	$	—	$	—

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Haywood land lease and acquisition	$	—	$	2,050,000
Issuance of common shares for Haywood land lease and acquisition	$	—	$	245,000
Common stock received in the rescission of the LPB transaction	$	—	$	5,110,000
Issuance of common shares for Northern Comstock LLC mineral rights payments	$	482,500	$	482,500
Issuance of common shares for debt conversion and accrued interest	$	4,258,172	$	—
Shares of ABTC common stock received on sale of Facility	$	9,365,000	$	—
Return of shares of ABTC common stock in lieu of escrowed funds	$	(1,500,000)	$	—
Equipment acquired with payable	$	699,630	$	—
SSOF advances converted to equity investment	$	6,985,000	$	—
Shares payable for commitment fees	$	150,000	$	—
Note payable to AQMS for acquisition of AQMS' interest in LINICO	$	566,327	$	—
Issuance of common shares issued with note payable	$	—	$	250,000
Issuance of common stock for stock issuance costs	$	350,000	$	840,000
Warrants issued in connection with note agreement	$	157,269	$	656,885
Tonogold note receivable exchanged for option	$	—	$	6,650,000
Note receivable issued in sale of Daney Ranch property	$	—	$	941,091
Additions of finance leases obligations	$	—	$	839,439
Recognition of operating lease liability and right-of-use asset	$	213,925	$	—
Increase in finance lease asset and liability due to modification of lease terms	$	—	$	1,187,174
AQMS lease and other assets and liability reclassed to held for sale	$	—	$	21,684,865


Level 1			quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active exchange-traded securities and exchange-based derivatives.

Level 2			inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.

Level 3			unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models.