Comstock Inc 8-K, filed Jun 24, 2026
Comstock Inc. (LODE)
About this 8-K
Comstock Inc filed this 8-K on June 24, 2026, reporting on events of June 21, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
per share |
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) |
COMSTOCK INC. |
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Date: June 24, 2026 | By: | /s/ Corrado De Gasperis |
Corrado De Gasperis Chief Executive Officer |
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Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this “Agreement”), dated as of June 21, 2026 (the “Effective Date”), is entered into by and among Comstock Inc., a Nevada corporation (“Seller”), Mackay Precious Metals Inc., a Delaware corporation (“Buyer”) and Mackay Gold & Silver Corp., a British Columbia corporation (“Mackay Parent”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in ARTICLE I.
RECITALS
WHEREAS, Seller owns all of the issued and outstanding membership interests in Comstock Mining LLC, a Nevada limited liability company; Comstock Processing LLC, a Nevada limited liability company; and Comstock Exploration and Development LLC, a Nevada limited liability company (each, an “Acquired LLC” and collectively, the “Acquired LLCs”), and all of the issued and outstanding shares of capital stock of Comstock Real Estate Inc., a Nevada corporation (“CRE” and, together with the Acquired LLCs, the “Acquired Entities”) (such membership interests in the Acquired LLCs and shares of capital stock of CRE, collectively, the “Acquired Interests”);
WHEREAS, the Acquired Entities own or control the properties in Lyon County and Storey County, Nevada listed in Schedule A attached hereto (the “Properties”);
WHEREAS, Seller and Buyer previously entered into that certain Membership Interest Purchase Agreement dated as of December 18, 2024, as amended (the “Prior MIPA”), pursuant to which Seller sold to Buyer, and Buyer purchased from Seller, the membership interests in Comstock Northern Exploration LLC and 25% of the membership interests in Pelen Limited-Liability Company, a Nevada limited liability company;
WHEREAS, prior to the Closing, Seller shall effect such internal transfers, assignments, conveyances and other restructuring transactions as may be necessary to cause the Acquired Entities to hold those assets, contracts, and properties intended to be included in the transactions contemplated hereby;
WHEREAS, Seller wishes to sell to Buyer and Buyer wishes to purchase from Seller, the Acquired Interests, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
The following terms have the meanings specified or referred to in this ARTICLE I:
“Acquired Entities” has the meaning set forth in the recitals.
“Acquired Interests” has the meaning set forth in the recitals.
“Acquired LLCs” has the meaning set forth in the recitals.
“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
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“Agreement” has the meaning set forth in the preamble.
“Ancillary Documents” means (a) the Assignments; (b) the Royalty Agreement; (c) the Deed of Trust; and (d) any other agreements, certificates, instruments and other documents delivered in connection with the transactions contemplated by this Agreement.
“Assignments” has the meaning set forth in Section 7.03(a).
“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in Reno, Nevada are authorized or required by Law to be closed for business.
“Buyer” has the meaning set forth in the preamble.
“Change of Control” means any transaction or series of related transactions with an unaffiliated third party involving: (a) any direct or indirect sale, transfer or other disposition of all or a majority of the equity interests of Buyer or Mackay Parent; (b) any merger, amalgamation, arrangement, consolidation, business combination, recapitalization or similar transaction involving Buyer or Mackay Parent; or (c) any direct or indirect sale, transfer, or other disposition of all or substantially all of the assets of Buyer or Mackay Parent located in the Comstock Region, in each case pursuant to which the aggregate consideration paid or payable, including the assumption of indebtedness and any contingent or deferred consideration, equals or exceeds $500,000,000.
“Closing” has the meaning set forth in Section 7.01.
“Closing Date” has the meaning set forth in Section 7.01.
“Code” means the Internal Revenue Code of 1986, as amended.
“Comstock Region” means the region that encompasses the Properties covered by this Agreement and the properties acquired in connection with the Prior MIPA.
“Construction Decision” means a decision by the board of directors of Buyer or Mackay Parent to proceed with the construction of a mine (i.e., an operation to remove and recover ore for commercial profit) on any of the Properties, where all financing for such construction has been completed prior to such decision; provided that the term “Construction Decision” shall not include a decision to implement one or more bulk sampling programs.
“Contingent Payment” has the meaning set forth in Section 2.03(d).
“CRE” has the meaning set forth in the recitals.
“CRMSS” has the meaning as set forth in Section 5.10.
“Deed of Trust” means a deed of trust to be recorded against the Properties in Lyon County and Storey County, Nevada, securing Buyer’s obligation to make the Second Tranche Payment under this Agreement, in form and substance reasonably satisfactory to Seller.
“Direct Claim” has the meaning set forth in Section 8.05(c).
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“Disclosure Schedules” means the Disclosure Schedules listed on Schedule C hereto, delivered by Seller and Buyer concurrently with the execution and delivery of this Agreement.
“Dollars or $” means the lawful currency of the United States unless stated otherwise.
“Drop Dead Date” has the meaning set forth in Section 9.01(b)(i).
“Effective Date” has the meaning set forth in the Preamble.
“Encumbrance” means any lien, pledge, mortgage, deed of trust, security interest, charge, or other similar encumbrance.
“Exchange” means the TSX Venture Exchange.
“First Tranche Shares” has the meaning set forth in Section 2.02(b).
“Foundation” has the meaning set forth in Section 5.13.
“Fraud” means, with respect to a party, common law fraud involving an actual and intentional misrepresentation of a material existing fact with respect to any representation or warranty in Article III or Article IV, made by such party with actual knowledge of its falsity and made for the purpose of inducing the other party to act, and upon which the other party justifiably relies with resulting Losses. For the avoidance of doubt, “Fraud” shall not include any claim for equitable fraud, constructive fraud, promissory fraud, unfair dealings fraud, fraud by reckless or negligent misrepresentation or any tort based on negligence or recklessness.
“GAAP” means United States generally accepted accounting principles in effect from time to time.
“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court, or tribunal of competent jurisdiction.
“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination, or award entered by or with any Governmental Authority.
“Hazardous Materials” has the meaning set forth in Section 3.24.
“Indemnified Party” has the meaning set forth in Section 8.04.
“Indemnifying Party” has the meaning set forth in Section 8.04.
“Initial Payment” has the meaning set forth in Section 2.02(a).
“Insured Exception” has the meaning set forth in Section 5.01(b).
“knowledge” means, with respect to a Person, such Person’s actual knowledge. For purposes of this Agreement, “knowledge” means, with respect to Seller, the actual knowledge of the senior mining officers of Seller, namely Corrado DeGasperis, Michael Norred, and Judd Merrill, and with respect to Buyer, the actual knowledge of Darwin Green and Aris Morfopoulos.
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“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any Governmental Authority.
“Losses” means actual out-of-pocket losses, claims, damages, liabilities, deficiencies, actions, judgments, interest, awards, Taxes, penalties, fines, costs or expenses, including, reasonable legal, consultant and attorneys’ fees, and the cost of enforcing any right to indemnification hereunder.
“Mackay Parent” has the meaning set forth in the preamble.
“Mackay Parent Shares” means the common shares or other equity securities of Mackay Parent listed for trading on the Exchange.
“Material Adverse Effect” means any event, occurrence, fact, condition or change that is materially adverse to (a) the results of operations or financial condition of the Acquired Entities, taken as a whole, or (b) the ability of Seller to consummate the transactions contemplated hereby; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Acquired Entities operate; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of Buyer; (vi) any matter of which Buyer is aware on the date hereof; (vii) any changes in applicable Laws or accounting rules (including GAAP) or the enforcement, implementation or interpretation thereof; (viii) the announcement, pendency or completion of the transactions contemplated by this Agreement, including losses or threatened losses of employees, customers, suppliers, distributors or others having relationships with any Acquired Entity; (ix) any natural or man-made disaster or acts of God; or (x) any epidemics, pandemics, disease outbreaks, or other public health emergencies.
“Material Agreements” has the meaning set forth in Section 3.13.
“Membership Interests” means the membership interests of the Acquired LLCs.
“Non-Compete Area” has the meaning set forth in Section 5.08(a).
“Non-Party Affiliates” has the meaning set forth in Section 10.15.
“Non-Refundable Deposit” means the deposit of $150,000 previously paid by Buyer to Seller upon execution of that certain letter of intent between Seller and Buyer dated April 13, 2026, which shall be credited against the Initial Payment only if the Closing occurs and otherwise shall be retained by Seller.
“Organizational Documents” means (a) in the case of a Person that is a corporation, its articles or certificate of incorporation and its by-laws, regulations or similar governing instruments required by the laws of its jurisdiction of formation or organization; (b) in the case of a Person that is a partnership, its articles or certificate of partnership, formation or association, and its partnership agreement (in each case, limited, limited liability, general or otherwise); (c) in the case of a Person that is a limited liability company, its articles or certificate of formation or organization, and its limited liability company agreement or operating agreement; and (d) in the case of a Person that is none of a corporation, partnership (limited, limited liability, general or otherwise), limited liability company or natural person, its governing instruments as required or contemplated by the laws of its jurisdiction of organization.
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“Permits” means all permits, licenses, franchises, approvals, authorizations, and consents required to be obtained from Governmental Authorities.
“Permitted Exceptions” has the meaning set forth in Section 5.01(b).
“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity.
“Prior MIPA” has the meaning set forth in the recitals.
“Privileged Communications” has the meaning set forth in Section 10.14(b).
“Properties” has the meaning set forth in the recitals.
“Purchase Price” has the meaning set forth in Section 2.02.
“Real Property Leases” means the leases of real property to which each Acquired Entity is a party, either as Lessor or Lessee, as listed on Schedule B.
“Recorded Documents” has the meaning set forth in Section 5.01(b).
“Representative” means, with respect to any Person, any and all managers, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.
“Royalty Agreement” has the meaning set forth in Section 7.02(c).
“Second Tranche Payment” has the meaning set forth in Section 2.03(c).
“Second Tranche Shares” has the meaning set forth in Section 2.03(c).
“Securities Act” has the meaning set forth in Section 3.25.
“Seller” has the meaning set forth in the preamble.
“Seller Group” has the meaning set forth in Section 10.14(a)(i).
“Seller Group Law Firm” has the meaning set forth in Section 10.14(a)(i).
“Surety Bond” means the approximately $8,750,000 surety bond maintained by certain of the Acquired Entities in respect of the Properties, together with all cash collateral, reimbursement rights, contract rights, deposits and other assets related thereto, including approximately $4,000,000 of cash collateral securing such surety bond.
“Tax Return” means any return, declaration, report, claim for refund, information return, or statement or other document required to be filed with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
“Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.
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“Third-Party Claim” has the meaning set forth in Section 8.05(a).
“Warehouse Fire” has the meaning set forth in Section 5.14.
ARTICLE II
PURCHASE AND SALE
Section 2.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the Acquired Interests for the consideration specified in Section 2.02.
Section 2.02 Purchase Price. The aggregate purchase price for the Acquired Interests (the “Purchase Price”), shall consist of the following components:
(a) $20,000,000 (the “Initial Payment”);
(b) 2,000,000 Mackay Parent Shares (the “First Tranche Shares”);
(c) the Second Tranche Payment (as defined below); and
(d) the amount, if any, that becomes payable under Section 2.03(d).
Section 2.03 Payments. The Purchase Price shall be paid as follows:
(a) At the Closing, the Buyer shall deliver to Seller an amount equal to the Initial Payment, by wire transfer of immediately available funds to the account or accounts designated in writing by Seller to Buyer not less than two (2) Business Days prior to the Closing Date, less a credit in the amount of the Non-Refundable Deposit (for the avoidance of doubt, the Non-Refundable Deposit shall be credited against the Initial Payment only if the Closing occurs);
(b) At the Closing, Mackay Parent shall issue the First Tranche Shares to Seller in book-entry form through Mackay Parent’s transfer agent. Buyer and Mackay Parent shall cause the First Tranche Shares to be duly authorized, validly issued, fully paid and non-assessable and shall cause appropriate restrictive legends and stop-transfer instructions to be imposed thereon in order to give effect to the transfer restrictions set forth in Section 5.09(b) and to comply with applicable securities Laws and Exchange requirements.
(c) Within eighteen (18) months following the Effective Date, Buyer shall pay to Seller $7,000,000 (the “Second Tranche Payment”). If the volume-weighted average trading price of the Mackay Parent Shares on the Exchange for the twenty (20) trading days ending three (3) trading days prior to the date that Buyer makes the Second Tranche Payment (the “VWAP Price”) is between $0.50 and $1.00, Buyer may, at its election, pay up to $1,000,000 of the Second Tranche Payment by delivering to Seller Mackay Parent Shares (“Second Tranche Shares”) at a deemed value per Second Tranche Share of the VWAP Price. If the VWAP Price is above $1.00, Buyer may, at its election, pay up to $2,000,000 of the Second Tranche Payment by delivering to the Seller Second Tranche Shares at a deemed value per Second Tranche Share of the VWAP Price. Buyer shall pay the portion of the Second Tranche Payment which is not satisfied by the delivery of Second Tranche Shares to Seller in cash by wire transfer of immediately available funds to the account or accounts designated in writing by Seller. If Buyer elects to satisfy any portion of the Second Tranche Payment through the issuance of Second Tranche Shares, Buyer and Mackay Parent shall cause such Second Tranche Shares to be duly authorized, validly issued, fully paid and non-assessable and delivered in book-entry form through Mackay Parent’s transfer agent, together with such restrictive legends and stop-transfer instructions as are necessary to give effect to the transfer restrictions set forth in Section 5.09(b) and to comply with applicable securities Laws and Exchange requirements. The Second Tranche Payment shall bear interest at the rate of twelve percent (12%) per annum after its due date until paid in full and shall be secured by the Deed of Trust, which Deed of Trust shall be promptly reconveyed and terminated upon satisfaction of the Second Tranche Payment.
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(d) If, at any time on or prior to the date that is seven (7) years after the Closing Date, (i) Buyer or Mackay Parent makes a Construction Decision in respect of a mine on any of the Properties, or (ii) a Change of Control occurs, then Buyer shall pay to Seller $10,000,000 in cash (the “Contingent Payment”) no later than ninety (90) days following the occurrence of such triggering event. Buyer shall provide Seller with written notice of the occurrence of any event that constitutes, or would reasonably be expected to constitute, a triggering event for the Contingent Payment within five (5) Business Days following Buyer’s or Mackay Parent’s actual knowledge thereof. The Contingent Payment shall be payable only once.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer that the statements contained in this ARTICLE III are true and correct as of the date hereof.
Section 3.01 Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Nevada. Seller has all necessary corporate power and authority to enter into this Agreement and the Ancillary Documents to which it is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the Ancillary Documents to which Seller is or will be a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) constitutes, and each Ancillary Document to which Seller is or will be a party when duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto) will constitute, a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 3.02 Organization, Authority and Qualification of the Acquired Entities. Each Acquired LLC is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Nevada and has all necessary limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted. CRE is a corporation duly incorporated, validly existing and in good standing under the Laws of the state of Nevada and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted. Each Acquired Entity is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect and subject to environmental laws and regulations that can impose civil or criminal sanctions and that may restrict or limit certain business activities or require it to mitigate the effects of contamination caused by the release or disposal of Hazardous Materials by Persons other than such Acquired Entity into the environment. All limited liability company or corporate actions taken by each Acquired Entity in connection with this Agreement and the Ancillary Documents will be duly authorized on or prior to the Closing.
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Section 3.03 Capitalization.
(a) Seller is the record owner of and has good and valid title to the Acquired Interests, free and clear of all Encumbrances. The Membership Interests constitute 100% of the total issued and outstanding membership interests in each Acquired LLC. The shares of capital stock of CRE included in the Acquired Interests constitute 100% of the total issued and outstanding shares of capital stock of CRE. The Acquired Interests have been duly authorized and are validly issued, fully paid and non-assessable.
(b) There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any membership interests in any Acquired LLC or shares of capital stock of CRE or obligating Seller or any Acquired Entity to issue or sell any equity interests (including the Acquired Interests), or any other interest in, any Acquired Entity. Other than the Organizational Documents, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Acquired Interests.
Section 3.04 No Subsidiaries. Except as set forth in the Disclosure Schedules, no Acquired Entity owns or has any capital stock or other equity interests in any other Person.
Section 3.05 No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the Ancillary Documents to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result in a violation or breach of any provision of the Organizational Documents of Seller or any Acquired Entity; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or any Acquired Entity; or (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under any contract, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice or obtain consent would not have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller or any Acquired Entity in connection with the execution and delivery of this Agreement and the Ancillary Documents to which Seller is or will be a party and the consummation of the transactions contemplated hereby and thereby, except where the failure to obtain or make such consents, approvals, Permits, Governmental Orders, declarations, filings or notices would not have, in the aggregate, a Material Adverse Effect.
Section 3.06 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller.
Section 3.07 No Adverse Proceedings. As of the Effective Date, there are no actions, suits, arbitrations, orders, decrees, claims, writs, injunctions, government investigations, proceedings pending or, to a Seller’s knowledge, threatened in writing against Seller or any Acquired Entity which, if determined adversely to such entity, would: (a) adversely affect the ability of any Seller to perform its material obligations hereunder; (b) result in the imposition of a lien or other encumbrance on the Acquired Interests, the Properties, or assets of the Acquired Entity; or (c) that would be expected to have a Material Adverse Effect on the business or assets of the Acquired Entities.
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Section 3.08 Taxes. Each Acquired Entity is a wholly owned subsidiary and a disregarded entity for federal income tax purposes and, accordingly, has been consolidated with all Tax Returns filed by Seller. Each Acquired Entity has no employees. There are no Tax Liens on the Acquired Interests or any assets of any Acquired Entity, other than for current real property Taxes not yet due and payable.
Section 3.09 Bankruptcy. Neither Seller nor any Acquired Entity has: (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by any of its creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially all, of a its assets, which remains pending; or (d) suffered the attachment or other judicial seizure of all, or substantially all of its assets, which remains pending.
Section 3.10 Undisclosed Liabilities. Except as set forth in the Disclosure Schedules or as would not otherwise constitute a Material Adverse Effect, the Acquired Entities have no indebtedness, obligation or other liability (contingent or otherwise) subject to environmental laws and regulations that can impose civil or criminal sanctions and that may restrict or limit certain business activities or require the Acquired Entities to mitigate the effects of contamination caused by the release or disposal of Hazardous Materials by Persons other than the Acquired Entities into the environment.
Section 3.11 Real Property Leases. Seller has delivered to Buyer true, accurate and complete copies of all Real Property Leases (and any amendments thereto). The Acquired Entities hold valid leasehold interests in all of the properties subject to the Real Property Leases, free and clear of all Encumbrances. Each Real Property Lease is in full force and effect and is the legal, valid and binding obligation of the Acquired Entities and of the counterparty, enforceable in accordance with its terms, except that enforcement of the Real Property Leases may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Law, now or hereafter in effect, affecting creditor’s rights generally. With respect to all Real Property Leases under which an Acquired Entity is a lessor, (i) such leases are in good standing and in full force and effect; (ii) except for certain uncapped and uninsured repair and maintenance obligations under the Gold Hill Hotel lease arrangements, the Acquired Entity lessors under such leases are not responsible as of the Effective Date for maintenance expenses or capital expenditures under such leases in the aggregate amount of more than $5,000; (iii) the lessees under such leases have timely paid all amounts due under their respective leases in full, or if such amounts have not been timely paid in full, such instances of non-payment have been promptly remedied within thirty (30) days of such non-payment; (iv) there have been no insurance claims made with respect to any land, properties, fixtures, buildings, or personal property located on or associated with any such leases; and (v) there are no outstanding claims or litigation under any such leases, whether by or against an Acquired Entity.
Section 3.12 Land Use. To Seller’s knowledge: (a) the Properties and the properties subject to the Real Property Leases comprise all of the real property used in any Acquired Entity’s business; (b) the current use and occupancy of the Properties and the properties subject to the Real Property Leases and the operation of the Acquired Entities’ business: (i) complies in all material respects with all Laws including the local zoning Laws, subject to environmental laws and regulations that can impose civil or criminal sanctions and that may restrict or limit certain business activities or require the Acquired Entities to mitigate the effects of contamination caused by the release or disposal of Hazardous Materials by Persons other than such Acquired Entity into the environment; and (ii) does not violate any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement or instrument affecting such property, subject to environmental laws and regulations that can impose civil or criminal sanctions and that may restrict or limit certain business activities or require the Acquired Entities to mitigate the effects of contamination caused by the release or disposal of Hazardous Materials by Persons other than such Acquired Entity into the environment; (c) each Acquired Entity has not subleased, licensed or otherwise granted any Person the right to use or occupy all or any portion of such property; (d) each Acquired Entity has not collaterally assigned or granted any other Encumbrance in any such lease or any interest therein; and (e) to the knowledge of Seller, there are no condemnation or eminent domain proceedings pending or, to the knowledge of Seller, threatened against any of the Properties or the properties subject to the Real Property Leases .
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Section 3.13 Material Agreements. The Disclosure Schedules contain a true and complete list of the following contracts or agreements (other than the Real Property Leases) to which each Acquired Entity is a party, to the extent applicable (“Material Agreements”): (a) any agreement creating a partnership or joint venture; (b) any agreement under which each Acquired Entity has created, incurred, assumed or guaranteed any indebtedness for borrowed money or any capitalized lease obligation in excess of $5,000 or under which it has imposed a lien on any of its material assets; (c) contracts for the future acquisition or sale of any assets involving $5,000 or more individually (or in the aggregate, in the case of any related series of contracts), other than acquisitions or sales in the ordinary course of business; (d) contracts containing covenants of the Acquired Entities prohibiting or limiting the right to compete in any line of business or prohibiting or restricting its ability to conduct business with any Person or in any geographical area; (e) contracts relating to the acquisition by the Acquired Entities of any operating business, the capital of any other Person; (f) contracts requiring the payment by or to the Acquired Entities of a royalty, “finders’ fee,” brokerage commission, override or similar commission or fee; (g) contracts with third party administrators or other persons for the provision of any management, administrative or claims processing service; (h) any contract that is a power of attorney, proxy or similar instrument; (i) any stock option agreement, restricted stock agreement, phantom stock agreement, stock appreciation rights, plan of equity compensation, or similar agreement, arrangement or understanding; (j) any contract under which any Acquired Entity has been prepaid in an amount in excess of $1,000 for goods and services not delivered or requiring the delivery of services or products in the future; (k) any other contract the performance of the executory portion of which involves consideration in excess of $5,000; (l) any contract under which any Acquired Entity employs a Person or Persons or contracts for the services of a Person or Persons in the operation of business of the Acquired Entities; and (m) any contract that cannot be terminated by the Acquired Entities upon not more than thirty (30) days’ notice. All such Material Agreements are in full force and effect and are the valid and binding obligations of the Acquired Entities and to Seller’s knowledge, of their respective counterparties, enforceable in accordance with their respective terms. Neither the Acquired Entities nor, to Seller’s knowledge, any other Person is in default or breach in the observance or the performance of any term or obligation to be performed by it under any Material Agreement, except for defaults or breaches involving a de minimis amount or of an incidental nature.
Section 3.14 Insurance. The Disclosure Schedules contain a true and complete list of all liability, property, workers’ compensation, directors’ and officers’ liability, errors and omissions, fidelity bond, reinsurance, medical malpractice and other material insurance policies (including all self-insurance policies) maintained by or for the benefit of the Acquired Entities or any landlords. Each policy listed in the Disclosure Schedules is valid and binding and in full force and effect, all premiums due thereunder have been paid in full, and the Acquired Entities has not received any written notice of cancellation or termination in respect of any such policy. To Seller’s knowledge, no event has occurred which constitutes, or with notice or lapse of time or both, would constitute, a material breach or a default, or permit the termination, material modification or acceleration under, any such policy. The Disclosure Schedules further list and describe all material claims for payment made by the Acquired Entities against its insurance policies since January 1, 2021.
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Section 3.15 Employees; Labor Relations. Each Acquired Entity has no employees. Each Acquired Entity is not a party to or bound by any collective bargaining agreement, and has not experienced any strike, slowdown, work stoppage, lockout or other collective bargaining dispute. There is no unfair labor practice charge or complaint against any Acquired Entity pending before the National Labor Relations Board or similar governmental authority in the State of Nevada or any other jurisdiction where each Acquired Entity is engaged in business and there has been no charge of discrimination filed against any Acquired Entity with the Equal Employment Opportunity Commission or similar governmental authority in the State of Nevada or any other jurisdiction where each Acquired Entity is engaged in business. Each Acquired Entity is not a party to any employment agreement, independent contractor agreement, consulting agreement, advisory or service agreement, deferred compensation agreement, bonus agreement (including all agreements that require a payment to any Person upon the consummation of the transaction contemplated by this agreement), or severance contract. Each Acquired Entity has not made any loans or advance to any officer or director of the Acquired Entities.
Section 3.16 Absence of Certain Changes or Events. Except as set forth in the Disclosure Schedules, each Acquired Entity has conducted its business in the ordinary course and has not: (a) suffered any Material Adverse Effect; (b) incurred any indebtedness, obligation or other liability (contingent or otherwise), subject to environmental laws and regulations that can impose civil or criminal sanctions and that may restrict or limit certain business activities or require the Acquired Entities to mitigate the effects of contamination caused by the release or disposal of Hazardous Materials by Persons other than such Acquired Entities into the environment; (c) created, permitted or allowed any lien with respect to the Acquired Entities assets; (d) executed, materially amended, or terminated any Material Agreement to which it is or was a party or by which any of the Acquired Entities assets are bound or affected; amended, terminated or waived any of its material rights thereunder; or received notice of termination, amendment, or waiver of any Material Agreement or any material rights thereunder; (e) instituted, settled, or agreed to settle, any litigation, action, or proceeding before any governmental authority, court or arbitrators; (f) sold, assigned or transferred any assets; (g) made any capital commitments therefor in excess of $1,000 in the aggregate; (h) suffered any theft, damage, destruction or casualty loss to its property in excess of $1,000 not covered by insurance; (i) declared or paid any dividend or made any distribution on the Acquired Interests, or redeemed or purchased any of the Acquired Interests; (j) made any loan or any investment in or capital contribution to, or extended any credit to, any Person; (k) made any material election with respect to Taxes, agreed to make any material claim or assessment in respect of Taxes, agreed to an extension or waiver of the limitation period to any claim or assessment in respect of Taxes, or filed any claim for a Tax refund or amended any income or other Tax Return; (l) waived or released any debts, claims or rights of value, or written down the value of any assets or written down or off any receivable in excess of $1,000 for any single occurrence or $5,000 in the aggregate; or (m) entered into any agreement or made any commitment to take any of the types of action described herein.
Section 3.17 Employee Benefit Plans; No Acquired Entity provides, nor has any liability for, health or welfare benefits, retirement, pension deferred compensation, defined benefit plan or other benefit plan with respect to any current, retired or former employees of the Acquired Entities.
Section 3.18 Certain Business Relationships; Managers and Officers. Except as set forth in the Disclosure Schedules no manager or officer of the Acquired Entities or any affiliate of the Acquired Entities or Seller, nor any family member of any of the foregoing: (a) owns, directly or indirectly, in whole or in part, any property, assets or rights, which are associated with or necessary for the use, operation or conduct of any of the Acquired Entities business, or (b) has a contract to furnish material services or goods to the Acquired Entities. The Disclosure Schedules identify all managers and officers of the Acquired Entities, all of whom shall resign as of the Closing.
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Section 3.19 Licenses and Governmental Authorizations; General Compliance With Laws. Each Acquired Entity currently holds all licenses, permits or other certifications issued by each governmental authority necessary for the current operation of its business, and said licenses are and shall through the Closing Date be unrestricted, unconditional, in good standing and in full force and effect and subject to no waivers or limitation, subject to environmental laws and regulations that can impose civil or criminal sanctions and that may restrict or limit certain business activities or require each Acquired Entity to mitigate the effects of contamination caused by the release or disposal of Hazardous Materials by Persons other than such Acquired Entity into the environment. Such licenses, permits, and authorizations are listed in the Disclosure Schedules. Each Acquired Entity and its operations are in compliance in all material respects with all applicable Laws in all jurisdictions where each Acquired Entity is conducting business, subject to environmental laws and regulations that can impose civil or criminal sanctions and that may restrict or limit certain business activities or require the Acquired Entities to mitigate the effects of contamination caused by the release or disposal of Hazardous Materials by Persons other than such Acquired Entity into the environment. Each Acquired Entity has not been charged with, or given notice of, and to Seller’s knowledge, each Acquired Entity is not under investigation with respect to, any violation of, or any obligation to take remedial action under, any applicable Law.
Section 3.20 Guarantees. No Acquired Entity is a guarantor or otherwise contractually responsible for any liability or obligation (including indebtedness) of any other Person.
Section 3.21 Banks and Depositories. The Disclosure Schedules set forth a list of the name and address of each bank or other financial institution in which each Acquired Entity has an account or safe deposit box, the identity of each such account or safe deposit box (including account number), and the names of all Persons authorized to draw on each account and to have access to each safe deposit box;
Section 3.22 Title to the Property. Except as set forth in the Disclosure Schedules or in the Permitted Exceptions, each Acquired Entity has, and shall have as of the Closing, good and marketable indefeasible fee simple title to the surface and mineral estates of the Properties, free and clear of all Encumbrances other than Permitted Exceptions and subject to environmental laws and regulations that can impose civil or criminal sanctions and that may restrict or limit certain business activities or require the Acquired Entities to mitigate the effects of contamination caused by the release or disposal of Hazardous Materials by Persons other than such Acquired Entity into the environment, and there are no outstanding leases, licenses, contracts to sell, options, rights of first offer or rights of first refusal to purchase such Properties or any portion thereof or interest therein.
Section 3.23 Compliance with Laws. Neither Seller nor any Acquired Entity has received any notice or notices in writing, from any Governmental Authority, of any material violation of any applicable Law, where any such violation would be expected to have a Material Adverse Effect, subject to environmental laws and regulations that can impose civil or criminal sanctions and that may restrict or limit certain business activities or require the Acquired Entities to mitigate the effects of contamination caused by the release or disposal of Hazardous Materials by Persons other than such Acquired Entity into the environment.
Section 3.24 Environmental Matters. Except as set forth in the Disclosure Schedules, to Seller’s knowledge, there have been no disposals, releases or threatened releases of Hazardous Materials on, from or under the Properties by or on behalf of Seller, the Acquired Entities or any of their Affiliates in violation of applicable Laws, and Seller is not aware of any such disposals, releases or threatened releases of Hazardous Materials prior to Seller’s, the Acquired Entities’, or their Affiliates’ acquisition of such Properties. Neither Seller nor any Acquired Entity, nor, to their knowledge, any other Person, has used, generated, manufactured or stored on, under or about, or transported to or from the Properties any Hazardous Materials in violation of applicable Laws. For purposes of this Agreement: (a) the terms “disposal,” “release,” and “threatened release” shall have the definitions assigned thereto by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as amended (“CERCLA”), and (b) “Hazardous Materials” shall mean any hazardous, corrosive, ignitable, explosive, infectious, radioactive, carcinogenic, petroleum-derived, or toxic substance, material or waste that is regulated under, or defined as a “hazardous substance,” “hazardous waste,” “carcinogen,” “toxic substance,” “pollutant,” “contaminant,” “toxic chemical,” “hazardous materials” or “hazardous chemical” under: (1) CERCLA; (2) the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; (3) the Clean Water Act, 33 U.S.C. Section 1251, et seq.; (4) the Clean Air Act, 42 U.S.C. Section 7401 et seq.; (5) the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Section 1101 et seq.; (6) the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.; (7) the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; (8) the Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651 et seq.; (9) regulations promulgated under any of the above statutes; or (10) any applicable state or local Law that has a scope or purpose similar to those statutes identified above.
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Section 3.25 Securities Law Matters. Seller is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”). Seller is acquiring the Mackay Parent Shares solely for the Seller’s own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Mackay Parent Shares. The Seller understands that the Mackay Parent Shares have not been and will not be registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of the Seller and of the other representations made by the Seller in this Agreement. The Seller understands that the Mackay Parent Shares will be “restricted securities” under applicable federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission provide in substance that the Seller may dispose of the Mackay Parent Shares only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, and the Seller understands that the Mackay Parent has no obligation to register any of the Mackay Parent Shares or the offering or sale thereof, or to take action so as to permit offers or sales pursuant to the Securities Act or an exemption from registration thereunder (including pursuant to Rule 144 thereunder). Consequently, the Seller understands that it must bear the economic risks of the investment in the Mackay Parent Shares for an indefinite period of time. Seller represents and warrants that neither it, nor any of its Rule 506(b) Related Parties is a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities Act (for purposes of this Agreement, “Rule 506(d) Related Parties” means any person deemed to beneficially own the Mackay Parent Shares held by Seller, as determined in accordance with Regulation 13D-G under the Securities Exchange Act of 1934, as amended).
Section 3.26 No Other Representations and Warranties. Except for the representations and warranties contained in this ARTICLE III (including the related portions of the Disclosure Schedules), none of Seller, the Acquired Entities or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Seller or any Acquired Entity, including any representation or warranty as to the accuracy or completeness of any information regarding the Acquired Entities furnished or made available to Buyer and its Representatives (including any information, documents or material delivered or made available to Buyer, management presentations or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of the Acquired Entities, or any representation or warranty arising from statute or otherwise in law.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller that the statements contained in this ARTICLE IV are true and correct as of the date hereof.
Section 4.01 Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware. Buyer has all necessary corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Documents to which Buyer is or will be a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) constitutes, and each Ancillary Document to which Buyer is or will be a party when duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto) will constitute, a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 4.02 No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the Ancillary Documents to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result in a violation or breach of any provision of the Organizational Documents of Buyer; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under any agreement to which Buyer is a party, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice or obtain consent would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the Ancillary Documents to which it is or will be party and the consummation of the transactions contemplated hereby and thereby, except where the failure to obtain or make such consents, approvals, Permits, Governmental Orders, declarations, filings or notices would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby and thereby.
Section 4.03 Investment Purpose. Buyer is acquiring the Acquired Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Acquired Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Acquired Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Buyer is able to bear the economic risk of holding the Acquired Interests for an indefinite period (including total loss of its investment) and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment. Buyer has had the opportunity to visit with the Acquired Entities and meet with the officers of the Acquired Entities and other representatives to discuss the business, assets, liabilities, financial condition and operations of the Acquired Entities, has received all materials, documents and other information that Buyer deems necessary or advisable to evaluate the Acquired Entities and the Acquired Interests and has made its own independent examination, investigation, analysis and evaluation of the Acquired Entities and the Acquired Interests, including its own estimate of the value of the Acquired Interests. Buyer has undertaken such due diligence (including a review of the properties, liabilities, books, records, and contracts of the Acquired Entities) as Buyer deems adequate.
Section 4.04 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any Ancillary Document based upon arrangements made by or on behalf of Buyer.
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Section 4.05 Sufficiency of Funds. Buyer has, and at the Closing will have, sufficient cash on hand or other sources of immediately available funds to pay the Initial Payment and all other amounts payable by Buyer at the Closing, and Buyer has, or when due will have, sufficient cash on hand or other sources of immediately available funds to pay the Second Tranche Payment and the Contingent Payment. Mackay Parent has taken all corporate action necessary to authorize the issuance of the First Tranche Shares and, if applicable, the Second Tranche Shares, subject only to receipt of any required Exchange approvals. Buyer’s and Mackay Parent’s obligations under this Agreement are not subject to any financing condition.
Section 4.06 Validity of Mackay Parent Shares. The First Tranche Shares and, if applicable, the Second Tranche Shares, when issued and delivered in accordance with this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and free and clear of all Encumbrances other than restrictions arising under applicable securities Laws and this Agreement.
Section 4.07 Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Acquired Entities, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Seller and the Acquired Entities for such purpose. Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and the Ancillary Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, Buyer has relied solely upon its own investigation and the express representations and warranties of Seller set forth in ARTICLE III of this Agreement (including the related portions of the Disclosure Schedules); and (b) none of Seller, the Acquired Entities or any other Person has made any representation or warranty as to Seller, the Acquired Entities or this Agreement, or to the accuracy or completeness of any information regarding Seller or the Acquired Entities furnished or made available to Buyer and its Representatives, except as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Disclosure Schedules).
ARTICLE V
COVENANTS
Section 5.01 Access to Information: Title to Properties.
(a) From the date hereof until the Closing, Seller shall, and shall cause each Acquired Entity to: (i) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Properties, properties subject to the Real Property Leases, assets, premises, books and records, contracts, agreements and other documents and data related to the Acquired Entities; (ii) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Acquired Entities as Buyer or any of its Representatives may reasonably request; and (iii) instruct the Representatives of Seller and the Acquired Entities to cooperate with Buyer in its investigation of the Acquired Entities; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere with the normal operations of the Acquired Entities. All requests by Buyer for access pursuant to this Section 5.01(a) shall be submitted or directed exclusively to Corrado De Gasperis or such other individuals as Seller may designate in writing from time to time.
(b) Buyer acknowledges and agrees that title insurance is generally not available for mining claims in the U.S. Seller represents and warrants that Seller has provided Buyer with all existing surveys, title insurance policies, title opinions, title insurance abstracts, landman’s title chain or runsheet and other evidence of title in the possession of the Seller or the Acquired Entities relating to any of the Properties (“Land Records”). Buyer acknowledges and agrees that Buyer has received copies of Land Records and acknowledges any and all Encumbrances, title defects, title exceptions or other similar matters disclosed in the Land Records (“Permitted Exceptions”).
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Section 5.02 [Intentionally Omitted].
Section 5.03 Closing Conditions. From the date hereof until the Closing, each party hereto shall, and Seller shall cause each Acquired Entity to, use commercially reasonable efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in ARTICLE VI hereof.
Section 5.04 Public Announcements. Unless otherwise required by applicable Law or stock exchange requirements (based upon the reasonable advice of counsel), no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), and the parties shall cooperate as to the timing and contents of any such announcement.
Section 5.05 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute, and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.
Section 5.06 Operation of the Business of the Acquired Entities. Between the date of this Agreement and the Closing Date, unless otherwise consented to in writing by the Buyer (which consent the Buyer may withhold at its discretion), the Seller shall observe and shall cause each Acquired Entity to observe, the following covenants:
(a) except as otherwise allowed or required pursuant to the terms of this Agreement, each Acquired Entity shall conduct its business in the ordinary course, consistent with past practices;
(b) Seller and the Acquired Entities shall preserve the Acquired Entities’ business and their current business organization, maintain the relations and goodwill with all material suppliers, customers, landlords and others having material business relationships with the Acquired Entities;
(c) Seller shall cause each Acquired Entity to maintain all of its assets and properties that are material to the operation of the business in their current condition, ordinary wear and tear excepted, and maintain in full force and effect the insurance described in Section 3.14 or insurance providing comparable coverage;
(d) Seller shall maintain the Surety Bond in full force and effect and shall take no action which could result in its release or forfeiture or cause any Governmental Authority to call on the Surety Bond;
(e) Seller and the Acquired Entities shall not amend any Material Agreement or terminate any Material Agreement prior to the expiration of the term thereof;
(f) Seller and the Acquired Entities shall maintain the Real Properties and Real Property Leases in good standing in all material respects, and shall comply with all applicable laws in connection therewith and its operations thereon;
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(g) Seller and the Acquired Entities shall not, without the prior written consent of Buyer, enter into any contract in respect of the Properties, the Real Property Leases, or the Acquired Entities;
(h) Seller and the Acquired Entities shall not enter into or commit to enter into any material transactions relating to the Properties, the Real Property Leases, or the Acquired Entities;
(i) The Acquired Entities shall not make or commit to make any distributions, dividends, or special bonuses or incur any liabilities, liens, or encumbrances on the Acquired Entities’ respective properties without the prior written consent of Buyer;
(j) Seller and the Acquired Entities shall maintain their books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years; and
(k) Seller and the Acquired Entities shall not take any affirmative action, or fail to take any commercially reasonable action within their control, which would result in any of the representations and warranties of the Seller in this Agreement not being true and correct in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date.
Section 5.07 Pre-Closing Restructuring of Acquired Entities. Prior to Closing, Seller shall, effect such internal transfers, assignments, conveyances or other restructuring transactions for the purpose of causing the Acquired Entities to hold only those assets, contracts and properties intended to be included in the transactions contemplated hereby. No failure to complete any such restructuring transaction shall constitute a breach of this Agreement or a failure of any condition to Closing.
Section 5.08 Non-Compete. For a period of five (5) years after the Closing Date:
(a) Neither Seller nor its Affiliates and their respective officers or owners shall, without the prior written approval of Buyer (such approval shall be at Buyer’s absolute discretion), directly or indirectly, either individually or on behalf of or through any Person, (i) locate, stake, lease, option, purchase or otherwise acquire or become entitled to acquire any interest, directly or indirectly, in any property, mineral rights, land rights, surface rights, water rights or other mining-related assets within five miles of any of the Properties (the “Non-Compete Area”).
(b) The obligations of Buyer pursuant to sections 5.09 (a) and (b) of the Prior MIPA are hereby terminated, and the parties acknowledge that Buyer has no further non-competition obligations.
Section 5.09 Mackay Parent Shares.
(a) Regulation S Legend Removal. Provided that the Mackay Parent is a “foreign issuer” as defined in Rule 901(e) of Regulation S (“Regulation S”) under the Securities Act, and the Mackay Parent Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with local laws and regulations, Buyer shall cause Mackay Parent to cooperate reasonably with Seller in connection with the removal of restrictive legends from any Mackay Parent Shares issued pursuant to this Agreement at such time and to the extent that such restrictive legends are no longer required under applicable securities Laws or Exchange requirements.
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(b) Share Trading Restrictions. The First Tranche Shares shall be subject to contractual transfer restrictions, to be implemented by restrictive legend and/or stop-transfer instructions, such that twenty-five percent (25%) of the First Tranche Shares shall become freely transferable on the date that is eighteen (18) months after the date of issuance, an additional twenty-five percent (25%) shall become freely transferable on the date that is twenty-two (22) months after the date of issuance, an additional twenty-five percent (25%) shall become freely transferable on the date that is twenty-six (26) months after the date of issuance, and the remaining twenty-five percent (25%) shall become freely transferable on the date that is thirty (30) months after the date of issuance. The Second Tranche Shares, if any, shall be subject to contractual transfer restrictions, to be implemented by restrictive legend and/or stop-transfer instructions, such that all of the Second Tranche Shares shall become freely transferable on the date that is eighteen (18) months after the date of issuance. Buyer shall cause Mackay Parent and its transfer agent to take all ministerial actions reasonably necessary to effect the release of such transfer restrictions promptly upon the expiration of each applicable restriction period.
Section 5.10 CRMSS. Buyer acknowledges that the properties subject to the Real Property Leases and the Properties are located within and/or in close proximity to the Carson River Mercury Superfund Site (the “CRMSS”). In 1990, the CRMSS became part of the National Priorities List. The CRMSS covers five counties, about 330 square miles and more than 130 river miles in Northwestern Nevada. Historic mill sites in Carson City, Virginia City, Dayton, Washoe Valley and Pleasant Valley have mercury contamination. Waterways located next to mill sites spread mercury from the 100-year floodplain of Carson River to its ends where it dries up. EPA’s site investigation found mercury in soil, sediments (earthen materials that settle to the bottom of a water body), fish and wildlife. Buyer acknowledges and agrees that notwithstanding anything to the contrary in this Agreement, Seller shall not be responsible for any Losses incurred by Buyer that are related to, or arise from, the CRMSS, including without limitation any and all costs of remediation or actions associated with operating in the CRMSS. Accordingly, Buyer hereby releases and forever discharges Seller and its Affiliates and their past and present officers, directors, agents, servants, employees and attorneys, from any and all claims, debts, accounts reckonings, obligations, costs, and causes of action, of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, arising out of, or related to, the CRMSS; provided that the foregoing release shall not apply to any claims, debts, accounts, reckonings, obligations, costs, or causes of action arising out of any inaccuracy in, or breach of, any of the express representations or warranties of Seller set forth in this Agreement.
Section 5.11 Contingent Payment. Buyer shall not, and shall cause its Affiliates not to, directly or indirectly structure, effect or participate in any transaction or series of related transactions the primary purpose of which is to avoid or reduce the obligation to pay the Contingent Payment. Buyer shall not sell, transfer or otherwise dispose of the Properties, the Acquired Interests, any Acquired Entity, or all or substantially all of its assets in the region unless the applicable transferee expressly assumes in writing, for the benefit of Seller, the obligation to pay the Contingent Payment to the extent not previously satisfied. Upon Buyer or Mackay Parent making a Construction Decision or upon the occurrence of a Change of Control as described in Section 2.03(d), Buyer shall promptly notify Seller of such event and provide reasonable documentation to Seller evidencing the occurrence of such event.
Section 5.12 Employee Leases. Buyer acknowledges that certain Acquired Entities have entered into lease or occupancy arrangements with certain current employees of Seller pursuant to which such employees are permitted to occupy residential premises owned, leased, or controlled by the Acquired Entities. Buyer agrees to assume and honor all such arrangements and to permit the applicable employees to remain in occupancy on the same terms and conditions, for a period of up to five (5) years following the Closing Date, at the option of the applicable employee.
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Section 5.13 Cabin in the Sky. It is the intent of the parties to donate the use of the Cabin in the Sky property to the Comstock Foundation for History and Culture (the “Foundation”) through a mechanism such as a long-term lease for $1 per year. The parties agree to cooperate in creating the lease document and presenting it to the Foundation.
Section 5.14 Warehouse Fire Matters. Buyer is entitled to all insurance proceeds received in connection with the matters described in Section 3.16 of the Disclosure Schedules (the “Warehouse Fire”), net of the amount of any applicable deductible. If Seller receives any payment of insurance proceeds in respect of the Warehouse Fire, it shall promptly notify Buyer of such proceeds, and Buyer and Seller shall cooperate to promptly transfer such insurance proceeds to Buyer.
ARTICLE VI
CONDITIONS TO CLOSING
Section 6.01 Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
(a) No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.
(b) The Exchange shall have approved the transactions contemplated by this Agreement, including the issuance of the First Tranche Shares.
Section 6.02 Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Seller contained in ARTICLE III shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect.
(b) Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date.
(c) Seller shall have delivered the items required to be delivered by Seller pursuant to Section 7.03.
(d) Seller shall have caused any Properties not owned by an Acquired Company to have been conveyed to an Acquired Company.
(e) There have been no events or circumstances that have, or with the passage of time would have, a Material Adverse Effect.
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Section 6.03 Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:
(a) The representations and warranties of Buyer contained in ARTICLE IV shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect on Buyer’s ability to consummate the transactions contemplated hereby.
(b) Buyer and Mackay Parent shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by them prior to or on the Closing Date.
(c) Buyer or Mackay Parent shall have delivered the items required to be delivered by Buyer or Mackay Parent pursuant to Section 7.02.
(d) Buyer and Mackay Parent shall have delivered the items required to be delivered pursuant to Section 2.03(a).
ARTICLE VII
CLOSING
Section 7.01 Closing Date. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated hereby (the “Closing”) shall take place at 9:00 a.m., Pacific standard time, on the fifth (5th) Business Day after satisfaction or wavier of the conditions set forth in ARTICLE VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof at the Closing), or such other date as Seller and Buyer may mutually agree in writing, provided that the conditions to Closing set forth in ARTICLE VI have either been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof at the Closing). The Closing shall occur by exchange of documents and signatures (including by electronic transmission or exchange of physical originals, where appropriate). The date on which the Closing occurs is referred to herein as the “Closing Date.”
Section 7.02 Items to be Delivered by Buyer and Mackay Parent. At the Closing, Buyer or Mackay Parent shall deliver, or cause to be delivered, the wire transfers or issuances contemplated by Section 2.03 and the following documents, in each case duly executed or otherwise in proper form:
(a) confirmation from Mackay Parent’s transfer agent, in form reasonably satisfactory to Seller, of the issuance of the First Tranche Shares to Seller in book-entry form, bearing the applicable restrictive legends and subject to the applicable stop-transfer instructions;
(b) the Deed of Trust, in recordable form reasonably satisfactory to Seller;
(c) a royalty agreement, in the form attached as Exhibit A (the “Royalty Agreement”);
(d) evidence reasonably satisfactory to Seller of all required Exchange approvals for the transactions contemplated hereby, including the issuance of the First Tranche Shares;
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(e) a certificate, dated as of the Closing Date and signed by a duly authorized officer of Buyer, certifying that each of the conditions set forth in Section 6.03(a) and Section 6.03(b) have been satisfied;
(f) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
(g) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Mackay Parent certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors or other governing body of Mackay Parent authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents to which Mackay Parent is a party and the issuance of the First Tranche Shares and, if applicable, the Second Tranche Shares;
(h) a certificate of an authorized officer of Mackay Parent certifying that the First Tranche Shares have been duly authorized for issuance and, upon issuance in accordance with this Agreement, will be validly issued, fully paid and non-assessable;
(i) such documents as may be necessary (if any) for the Acquired Entities to maintain control of the Surety Bond after Closing; and
(j) all other Ancillary Documents required to be delivered by Buyer or Mackay Parent at or prior to the Closing pursuant to this Agreement.
Section 7.03 Items to be Delivered by Seller. At the Closing, Seller shall deliver, or cause to be delivered, the following documents, in each case duly executed or otherwise in proper form:
(a) assignments of the Acquired Interests to Buyer in form and substance reasonably satisfactory to Buyer (each, an “Assignment” and collectively, the “Assignments”), including (A) assignments of membership interests for each Acquired LLC, and (B) stock transfer documentation for CRE;
(b) the resignations of the managers, officers and directors, as applicable, of each Acquired Entity, effective as of the Closing;
(c) a valid executed IRS Form W-9, Request for Taxpayer Identification Number and Certification;
(d) a certificate, dated as of the Closing Date and signed by a duly authorized officer of Seller, certifying that each of the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied;
(e) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the manager of Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents to which Seller is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
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(f) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement and the Ancillary Documents to which Seller is a party;
(g) such documents as may be necessary (if any) for the Acquired Entities to maintain control of the Surety Bond after Closing;
(h) such documents as may be reasonably required by the underwriter of the Surety Bond to assign the cash collateral for the Surety Bond to Buyer, which amount is approximately $4,000,000; and
(i) all other Ancillary Documents required to be delivered by Seller at or prior to the Closing pursuant to this Agreement.
All deliveries at the Closing shall be deemed to occur simultaneously, and no delivery shall be deemed completed until all deliveries contemplated by this Section 7.02 and Section 7.03 have been made or waived and released by the parties.
ARTICLE VIII
INDEMNIFICATION
Section 8.01 Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is twelve (12) months from the Closing Date. None of the covenants or other agreements contained in this Agreement shall survive the Closing Date other than those which by their terms contemplate performance after the Closing Date, and each such surviving covenant and agreement shall survive the Closing for the period contemplated by its terms. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved.
Section 8.02 Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VIII, from and after Closing, Seller shall indemnify Buyer against, and shall hold Buyer harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Buyer based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement;
(b) any breach or non-fulfillment of any covenant, agreement, or obligation pursuant to this Agreement that by its terms is to be performed by Seller after the Closing Date; or
(c) such other Losses mutually agreed in writing.
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Section 8.03 Indemnification by Buyer. Subject to the other terms and conditions of this ARTICLE VIII, from and after Closing, Buyer shall indemnify Seller against, and shall hold Seller harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Seller based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement; or
(b) any breach or non-fulfillment of any covenant, agreement, or obligation pursuant to this Agreement that by its terms is to be performed by Buyer after the Closing Date.
Section 8.04 Certain Limitations. The party making a claim under this ARTICLE VIII is referred to as the “Indemnified Party,” and the party against whom such claims are asserted under this ARTICLE VIII is referred to as the “Indemnifying Party.” The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:
(a) The Indemnifying Party shall not be liable to the Indemnified Party for indemnification under Section 8.02(a) or Section 8.03(a), as the case may be, until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) or Section 8.03(a), as applicable, exceeds $50,000, in which event the Indemnifying Party shall be liable for all such Losses.
(b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 8.02(a) or Section 8.03(a), as the case may be, shall not exceed $3,000,000, except that there shall be no limit on the liability under Section 8.02(a) or Section 8.03(a) for Fraud.
(c) Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnified Party (or any Acquired Entity) in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution, or other similar agreements for any Losses prior to seeking indemnification under this Agreement.
(d) Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party.
(e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special, or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple.
(f) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.
(g) Seller shall not be liable under this ARTICLE VIII for any Losses based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had actual knowledge of such inaccuracy or breach prior to the Closing.
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Section 8.05 Indemnification Procedures.
(a) If any Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim.
(b) Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section 8.05(b). If a firm offer is made to settle a Third-Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer, and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned, or delayed).
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(c) Any claim by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Acquired Entities’ premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.
Section 8.06 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.
Section 8.07 Exclusive Remedies. Subject to and except for Section 10.12, the parties acknowledge and agree that from and after Closing their sole and exclusive remedy with respect to any and all claims (other than claims of Fraud against a party hereto committing Fraud) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VIII. In furtherance of the foregoing, each party hereby waives, from and after Closing, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to Section 10.12 or the indemnification provisions set forth in this ARTICLE VIII. Nothing in this Section 8.07 shall limit any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled pursuant to Section 10.12 or to pursue a claim of Fraud against a party hereto committing Fraud.
ARTICLE IX
TERMINATION
Section 9.01 Termination. This Agreement may be terminated at any time prior to the Closing:
(a) by the mutual written consent of Seller and Buyer;
(b) by Buyer by written notice to Seller if:
(i) Buyer is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Seller pursuant to this Agreement that would give rise to the failure of any of the conditions specified in ARTICLE VI and such breach, inaccuracy or failure cannot be cured by Seller by June 30, 2026, if any condition in ARTICLE VI (other than the condition in Section 6.01(b)) has not been satisfied, or August 31, 2026, if Exchange approval required under Section 6.01(b) is the sole condition that has not been satisfied (each, as applicable, the “Drop Dead Date”); or
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(ii) any of the conditions set forth in Section 6.01 or Section 6.02 shall not have been fulfilled by the Drop Dead Date, unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing;
(c) by Seller by written notice to Buyer if:
(i) Seller is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in ARTICLE VI and such breach, inaccuracy or failure cannot be cured by Buyer by the Drop Dead Date; or
(ii) any of the conditions set forth in Section 6.01 or Section 6.03 shall not have been fulfilled by the Drop Dead Date, unless such failure shall be due to the failure of Seller to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or
(d) by Buyer or Seller in the event that:
(i) there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited; or
(ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable.
Section 9.02 Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except that:
(a) the obligations in this ARTICLE IX and Section 5.04 and ARTICLE X shall survive termination; and
(b) nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.
ARTICLE X
MISCELLANEOUS
Section 10.01 Expenses; Attorney’s Fees. Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred. If any action is brought by any party to enforce any provision of this Agreement, the prevailing party shall be entitled to recover its court costs and reasonable attorneys’ fees and costs.
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Section 10.02 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02):
If to Seller: | Comstock Inc. P.O. Box 1118 |
with a copy to: | Foley & Lardner LLP |
|
|
If to Buyer or Mackay Parent: | Mackay Gold & Silver Corp. Mackay Precious Metals Inc. Suite 405 - 375 Water Street Vancouver, BC V6B 5C6 Attention: Darwin Green, CEO E-mail: darwin@mackaycorp.com |
with a copy to: | Maxis Law Corporation Suite 1400 - 1050 West Pender Street, Vancouver, BC V6E 3S7 Attention: Morgan Hay Email: mhay@maxislaw.com |
Section 10.03 Interpretation. For purposes of this Agreement: (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
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Section 10.04 Disclosure Schedules. All section headings in the Disclosure Schedules correspond to the sections of this Agreement, but information provided in any section of the Disclosure Schedules shall constitute disclosure for purposes of each section of this Agreement where such information is relevant. Unless the context otherwise requires, all capitalized terms used in the Disclosure Schedules shall have their respective meanings assigned to such terms in this Agreement. Certain information set forth in the Disclosure Schedules is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. No disclosure in the Disclosure Schedules relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The inclusion of any information in the Disclosure Schedules shall not be deemed to be an admission or acknowledgment by Seller that in and of itself, such information is material to or outside the ordinary course of the business. No disclosure in the Disclosure Schedules shall be deemed to create any rights in any third party.
Section 10.05 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
Section 10.06 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Section 10.07 Entire Agreement. This Agreement and the Ancillary Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous representations, warranties, understandings, and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement, and those in the Ancillary Documents, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.
Section 10.08 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign its rights or obligations hereunder without the prior written consent of the other parties, which consent shall not be unreasonably withheld, conditioned or delayed.
Section 10.09 No Third-Party Beneficiaries. Except as provided in ARTICLE VIII, Section 10.14 and Section 10.15, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Section 10.10 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
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Section 10.11 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction).
(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF NEVADA IN EACH CASE LOCATED IN THE CITY OF RENO AND COUNTY OF WASHOE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 10.11(c).
Section 10.12 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof (including if the parties fail to take such actions as are required to consummate the transactions contemplated hereby) or were otherwise breached. Each party hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in the courts described in Section 10.11(b) without proof of actual damages, in addition to any other remedy to which it is entitled at law or in equity. No party will oppose the granting of an injunction, specific performance, or other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other party has an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. No other party or any other Person shall be required to obtain, furnish, or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 10.12, and each party hereto irrevocably waives any right it may have to require the obtaining, furnishing, or posting of any such bond or similar instrument. The right of specific enforcement is an integral part of the transactions contemplated hereby and without that right, no party would have entered into this Agreement.
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Section 10.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Section 10.14 Conflict Waiver; Attorney-Client Privilege.
(a) Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, managers, members, shareholders, partners, officers, employees and Affiliates, that:
(i) Foley & Lardner LLP has acted as counsel to Seller and its Affiliates (not including the Acquired Entities) (individually and collectively, the “Seller Group”) and the Acquired Entities in connection with the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby. Buyer agrees, and shall cause each Acquired Entity to agree, that, following consummation of the transactions contemplated hereby, such representation and any prior representation of the Acquired Entities by Foley & Lardner LLP (or any successor) (the “Seller Group Law Firm”) shall not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, manager, member, shareholder, partner, officer or employee of the Seller Group, in connection with any litigation, dispute, claim or obligation arising out of or relating to this Agreement or the Ancillary Documents and the transactions contemplated hereby and thereby.
(ii) Buyer shall not, and shall cause the Acquired Entities not to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of the Acquired Entities by Seller Group Law Firm. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties shall cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 10.14(a) shall not be deemed exclusive of any other rights to which the Seller Group Law Firm is entitled whether pursuant to law, contract or otherwise.
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(b) All communications prior to Closing between the Seller Group or any Acquired Entity, on the one hand, and Seller Group Law Firm, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby (the ”Privileged Communications”) shall be deemed to be attorney-client privileged and the expectation of client confidence relating thereto shall survive Closing, and from and after Closing shall belong solely to the Seller Group and shall not pass to or be claimed by Buyer or any Acquired Entity. Accordingly, Buyer and the Acquired Entities shall not have access to any Privileged Communications or to the files of Seller Group Law Firm relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and after the Closing, (i) the Seller Group (and not Buyer or any Acquired Entity) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of Buyer or any Acquired Entity shall be a holder thereof, (ii) to the extent that files of Seller Group Law Firm in respect of such engagement constitute property of the client, only the Seller Group (and not Buyer nor any Acquired Entity shall hold such property rights and (iii) Seller Group Law Firm shall have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Buyer or any Acquired Entity by reason of any attorney-client relationship between Seller Group Law Firm and the Acquired Entities or otherwise. Notwithstanding the foregoing, in the event that after Closing a dispute arises between Buyer or its Affiliates (including the Acquired Entities), on the one hand, and a third party other than any of the Seller Group, on the other hand, Buyer and its Affiliates (including the Acquired Entities) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party; provided, however, that neither Buyer nor any of its Affiliates (including the Acquired Entities) may waive such privilege without the prior written consent of the Seller Group, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Buyer or any of its Affiliates (including the Acquired Entities) is legally required by Governmental Order or otherwise legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by applicable Law, and (y) advisable in the opinion of Buyer’s counsel, then Buyer shall immediately (and, in any event, within five days) notify Seller in writing so that Seller can seek a protective order. In furtherance of the foregoing, each of the parties agrees that (i) no waiver is intended by failing to remove all Privileged Communications from any Acquired Entity’s files and computer systems, and (ii) after Closing the parties will use commercially reasonable efforts to take the steps necessary to ensure the Privileged Communications are held and controlled by the Seller Group. Buyer agrees that after Closing none of Buyer, the Acquired Entities, or their Affiliates will (i) access or review the Privileged Communications in connection with any action, litigation, claim, or dispute against or involving the Seller Group or (ii) use or assert the Privileged Communications against the Seller Group in any action, litigation, claim, or dispute against or involving the Seller Group.
(c) This Section 10.14 is intended for the benefit of, and shall be enforceable by, Seller Group Law Firm. This Section shall be irrevocable, and no term of this Section may be amended, waived, or modified, without the prior written consent of Seller Group Law Firm.
Section 10.15 Non-recourse. This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, Affiliate, agent, attorney or other Representative of any party hereto or of any Affiliate of any party hereto, or any of their successors or permitted assigns (collectively, the “Non-Party Affiliates”), shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim, action, suit or legal proceeding based on, in respect of or by reason of the transactions contemplated hereby. This Section 10.15 is intended for the benefit of and shall be enforceable by each of the Non-Party Affiliates.
[SIGNATURE PAGE FOLLOWS]
31
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their duly authorized representatives.
| Comstock Inc.
By: /s/ Corrado De Gasperis__ Name: Corrado De Gasperis Title: CEO
Mackay Precious Metals Inc.
By: /s/ Darwin Green_________ Name: Darwin Green Title: CEO
Mackay Gold & Silver Corp.
By: /s/ Darwin Green ________ Name: Darwin Green Title: CEO |
[Signature Page to Securities Purchase Agreement]
Schedule A
Properties
Comstock Exploration and Development LLC
Fee Properties
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
008-061-08 | House/Comstock Lodes (surface) | Comstock Exploration and Development LLC | Fee | 1.93 | Lyon | 0% | None |
008-091-02 | Lot 276 | Comstock Exploration and Development LLC | Fee | 0.27 | Lyon | 0% | None |
008-091-07 | Lot 286 | Comstock Exploration and Development LLC | Fee | 1.07 | Lyon | 0% | None |
008-091-09 | Dayton Parcel | Comstock Exploration and Development LLC | Fee | 92.76 | Lyon | 0% | None |
008-101-27 | 1505 Dayton Toll Rd | Comstock Exploration and Development LLC | Fee | 3.50 | Lyon | 0% | None |
008-101-28 | 0 Dayton Toll Rd | Comstock Exploration and Development LLC | Fee | 0.54 | Lyon | 0% | None |
016-111-07 | Landfill | Comstock Exploration and Development LLC | Fee | 51.05 | Lyon | 2% | Decommissioning |
016-121-10 | Dondero 10 | Comstock Exploration and Development LLC | Fee | 2.90 | Lyon | 1.5% | Dondero |
016-121-11 | Dondero 11 | Comstock Exploration and Development LLC | Fee | 1.04 | Lyon | 1.5% | Dondero |
016-121-12 | Dondero 12 | Comstock Exploration and Development LLC | Fee | 0.08 | Lyon | 1.5% | Dondero |
016-121-22 | Dondero 22 | Comstock Exploration and Development LLC | Fee | 20.03 | Lyon | 1.5% | Dondero |
016-121-23 | Dondero 23 | Comstock Exploration and Development LLC | Fee | 20.00 | Lyon | 1.5% | Dondero |
016-121-24 | Dondero 24 | Comstock Exploration and Development LLC | Fee | 20.00 | Lyon | 1.5% | Dondero |
A-1
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
016-121-25 | Dondero 25 | Comstock Exploration and Development LLC | Fee | 20.00 | Lyon | 1.5% | Dondero |
016-121-26 | Wunderlich 1 | Comstock Exploration and Development LLC | Fee | 20.00 | Lyon | 0% | None |
016-121-27 | Wunderlich 2 | Comstock Exploration and Development LLC | Fee | 20.00 | Lyon | 0% | None |
016-121-28 | Wunderlich 3 | Comstock Exploration and Development LLC | Fee | 40.00 | Lyon | 0% | None |
016-121-29 | Wunderlich 4 | Comstock Exploration and Development LLC | Fee | 60.00 | Lyon | 0% | None |
016-121-30 | Wunderlich 5 | Comstock Exploration and Development LLC | Fee | 89.45 | Lyon | 0% | None |
016-121-32 | Hway wedge | Comstock Exploration and Development LLC | Fee | 3.00 | Lyon | 0% | None |
016-151-07 | Wunderlich 6 | Comstock Exploration and Development LLC | Fee | 124.04 | Lyon | 0% | None |
016-151-52 | S Comstock Tailings Par 4 | Comstock Exploration and Development LLC | Fee | 40.29 | Lyon | 0% | None |
016-151-55 | S Comstock Tailings Par 1 | Comstock Exploration and Development LLC | Fee | 40.83 | Lyon | 0% | None |
Patent Properties
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
008-091-09 | Alhambra | Comstock Exploration and Development LLC | Patent | 19.26 | Lyon | 0% | None |
008-091-09 | Cherokee | Comstock Exploration and Development LLC | Patent | 3.12 | Lyon | 0% | None |
008-091-09 | Dayton | Comstock Exploration and Development LLC | Patent | 11.02 | Lyon | 0% | None |
008-091-09 | Kossuth | Comstock Exploration and Development LLC | Patent | 37.10 | Lyon | 0% | None |
016-101-06m | Vulcan (minerals) | Comstock Exploration and Development LLC | Patent | 17.73 | Lyon | 0% | None |
A-2
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
016-101-08 | Comet | Comstock Exploration and Development LLC | Patent | 13.39 | Lyon | 2.5% | Genco |
016-101-08 | Comet N Ext (Lyon) | Comstock Exploration and Development LLC | Patent | 10.70 | Lyon | 2.5% | Genco |
016-101-08 | Lanzac | Comstock Exploration and Development LLC | Patent | 14.36 | Lyon | 2.5% | Genco |
016-111-02 | Brodek Consolidated | Comstock Exploration and Development LLC | Patent | 0.36 | Lyon | 2.5% | Genco |
016-111-02 | Golden Eagle | Comstock Exploration and Development LLC | Patent | 8.95 | Lyon | 2.5% | Genco |
016-111-02 | Northern Belle | Comstock Exploration and Development LLC | Patent | 8.90 | Lyon | 2.5% | Genco |
016-111-02 | Northern Belle No. 2 | Comstock Exploration and Development LLC | Patent | 6.02 | Lyon | 2.5% | Genco |
016-111-03 | Comet S Ext | Comstock Exploration and Development LLC | Patent | 11.04 | Lyon | 2.5% | Genco |
016-111-06 | Andrew | Comstock Exploration and Development LLC | Patent | 1.09 | Lyon | 2% | Decommissioning |
016-111-06 | Eva | Comstock Exploration and Development LLC | Patent | 18.93 | Lyon | 2% | Decommissioning |
016-111-06 | Golden Pick | Comstock Exploration and Development LLC | Patent | 21.54 | Lyon | 2% | Decommissioning |
016-111-06 | Harkin G. and S.M.Go. | Comstock Exploration and Development LLC | Patent | 19.47 | Lyon | 2% | Decommissioning |
016-111-06 | Haywood No.2 | Comstock Exploration and Development LLC | Patent | 21.53 | Lyon | 2% | Decommissioning |
016-111-06 | Monroe Mine | Comstock Exploration and Development LLC | Patent | 21.16 | Lyon | 2% | Decommissioning |
016-111-06 | Monroe No.2 | Comstock Exploration and Development LLC | Patent | 23.32 | Lyon | 2% | Decommissioning |
016-111-06 | Nevada | Comstock Exploration and Development LLC | Patent | 6.58 | Lyon | 2% | Decommissioning |
016-111-06 | San Jose | Comstock Exploration and Development LLC | Patent | 21.36 | Lyon | 2% | Decommissioning |
016-111-06 | Santiago | Comstock Exploration and Development LLC | Patent | 16.90 | Lyon | 2% | Decommissioning |
A-3
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
016-111-06 | Santiago No.2 | Comstock Exploration and Development LLC | Patent | 20.73 | Lyon | 2% | Decommissioning |
016-111-06 | Undine | Comstock Exploration and Development LLC | Patent | 6.17 | Lyon | 2% | Decommissioning |
016-111-09 | Amazon | Comstock Exploration and Development LLC | Patent | 7.04 | Lyon | 0% | None |
016-111-09 | Glasgow | Comstock Exploration and Development LLC | Patent | 17.84 | Lyon | 0% | None |
016-111-10 | Wonder Extension | Comstock Exploration and Development LLC | Patent | 20.18 | Lyon | 0% | None |
016-111-10 | Wonder Lode | Comstock Exploration and Development LLC | Patent | 18.96 | Lyon | 0% | None |
016-121-01 | Metropolitan | Comstock Exploration and Development LLC | Patent | 9.29 | Lyon | 0% | None |
016-121-02 | Diez-Senores (Gennessee) | Comstock Exploration and Development LLC | Patent | 18.33 | Lyon | 0% | None |
016-121-03 | Mammoth | Comstock Exploration and Development LLC | Patent | 13.77 | Lyon | 0% | None |
016-121-05 | Mooney & Whiteman | Comstock Exploration and Development LLC | Patent | 6.19 | Lyon | 0% | None |
016-151-22 | Old Daney | Comstock Exploration and Development LLC | Patent | 20.00 | Lyon | 0% | None |
119 | Montezuma | Comstock Exploration and Development LLC | Patent |
| Lyon | 0% | None |
1749 | Silver Central | Comstock Exploration and Development LLC | Patent |
| Lyon | 0% | None |
800-001-09 | Green (Lyon) | Comstock Exploration and Development LLC | Patent | 4.51 | Storey,Lyon | 2.15% | Obester 1 |
800-001-13 | St. Louis (Lyon) | Comstock Exploration and Development LLC | Patent | 0.60 | Storey | 2.15% | Obester 1 |
887 | Carson | Comstock Exploration and Development LLC | Patent |
| Lyon | 0% | None |
A-4
BLM Claims
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101300161 | Harlesk #3 | Comstock Exploration and Development LLC | Placer | 17.84 | Lyon | 0% | None |
NV101303566 | Harlesk #10 | Comstock Exploration and Development LLC | Placer | 19.89 | Lyon | 0% | None |
NV101347207 | Trio Claims | Comstock Exploration and Development LLC | Placer | 58.64 | Lyon | 0% | None |
NV101348790 | Harlesk #8 | Comstock Exploration and Development LLC | Placer | 17.38 | Lyon | 0% | None |
NV101357288 | Oest Frac 1 | Comstock Exploration and Development LLC | Lode | 0.15 | Lyon | 0% | None |
NV101357289 | Oest Frac 2 | Comstock Exploration and Development LLC | Lode | 0.28 | Lyon | 0% | None |
NV101357290 | Oest Frac 3 | Comstock Exploration and Development LLC | Lode | 0.36 | Lyon | 0% | None |
NV101367246 | Ghost 8 | Comstock Exploration and Development LLC | Lode | 2.32 | Lyon | 0% | None |
NV101367247 | Ghost 9 | Comstock Exploration and Development LLC | Lode | 1.09 | Lyon | 0% | None |
NV101367248 | Ghost 10 | Comstock Exploration and Development LLC | Lode | 9.71 | Lyon | 0% | None |
NV101367249 | Ghost 11 | Comstock Exploration and Development LLC | Lode | 6.68 | Lyon | 0% | None |
NV101401239 | SD Placer | Comstock Exploration and Development LLC | Placer | 42.82 | Lyon | 0% | None |
NV101429450 | Brandy | Comstock Exploration and Development LLC | Lode | 16.54 | Lyon | 2.5% | Genco |
NV101429451 | Great Republic | Comstock Exploration and Development LLC | Lode | 3.79 | Lyon | 2.5% | Genco |
NV101429452 | Homer | Comstock Exploration and Development LLC | Lode | 0.14 | Lyon | 2.5% | Genco |
NV101429453 | Lilly | Comstock Exploration and Development LLC | Lode | 8.30 | Lyon | 2.5% | Genco |
NV101429454 | OP-6 | Comstock Exploration and Development LLC | Lode | 13.60 | Lyon | 2.5% | Genco |
NV101429455 | OP-7 | Comstock Exploration and Development LLC | Lode | 1.53 | Lyon | 2.5% | Genco |
A-5
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101429849 | Daney #1 | Comstock Exploration and Development LLC | Lode | 18.71 | Lyon | 0% | None |
NV101429850 | Daney #2 | Comstock Exploration and Development LLC | Lode | 20.67 | Lyon | 0% | None |
NV101429851 | Daney #3 | Comstock Exploration and Development LLC | Lode | 20.67 | Lyon | 0% | None |
NV101429852 | Daney #4 | Comstock Exploration and Development LLC | Lode | 20.67 | Lyon | 0% | None |
NV101429853 | Daney #5 | Comstock Exploration and Development LLC | Lode | 20.67 | Lyon | 0% | None |
NV101429854 | Daney #6 | Comstock Exploration and Development LLC | Lode | 20.67 | Lyon | 0% | None |
NV101429855 | Daney #7 | Comstock Exploration and Development LLC | Lode | 18.74 | Lyon | 0% | None |
NV101454316 | Stangs Placer | Comstock Exploration and Development LLC | Placer | 37.89 | Lyon | 0% | None |
NV101460289 | Harlesk #7 | Comstock Exploration and Development LLC | Placer | 20.32 | Lyon | 0% | None |
NV101477390 | Star Placer | Comstock Exploration and Development LLC | Placer | 49.02 | Lyon | 0% | None |
NV101479029 | Wedge | Comstock Exploration and Development LLC | Lode | 0.00 | Lyon | 0% | None |
NV101490796 | Harlesk #9 | Comstock Exploration and Development LLC | Placer | 18.83 | Lyon | 0% | None |
NV101493928 | Mustang | Comstock Exploration and Development LLC | Placer | 43.31 | Lyon | 0% | None |
NV101494889 | Gold Star | Comstock Exploration and Development LLC | Placer | 78.32 | Lyon | 0% | None |
NV101495212 | Harlesk #5 | Comstock Exploration and Development LLC | Placer | 20.07 | Lyon | 0% | None |
NV101496754 | Nugget Placer | Comstock Exploration and Development LLC | Placer | 77.07 | Lyon | 0% | None |
NV101497565 | Harlesk #4 | Comstock Exploration and Development LLC | Placer | 4.48 | Lyon | 0% | None |
NV101499834 | Harlesk #6 | Comstock Exploration and Development LLC | Placer | 17.67 | Lyon | 0% | None |
A-6
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101503790 | Plum Fraction 1 | Comstock Exploration and Development LLC | Lode | 6.56 | Lyon | 0% | None |
NV101503791 | Plum Fraction 2 | Comstock Exploration and Development LLC | Lode | 2.04 | Lyon | 0% | None |
NV101503792 | Plum Fraction 3 | Comstock Exploration and Development LLC | Lode | 1.49 | Lyon | 0% | None |
NV101503799 | Plum Fraction 12 | Comstock Exploration and Development LLC | Lode | 0.85 | Lyon | 0% | None |
NV101503843 | Plum Fraction 14 | Comstock Exploration and Development LLC | Lode | 1.20 | Lyon | 0% | None |
NV101503844 | Plum Fraction 15 | Comstock Exploration and Development LLC | Lode | 1.16 | Lyon | 0% | None |
NV101503845 | Plum Fraction 16 | Comstock Exploration and Development LLC | Lode | 9.68 | Lyon | 0% | None |
NV101523873 | Badger | Comstock Exploration and Development LLC | Placer | 181.43 | Lyon | 0% | None |
NV101527237 | DS Placer | Comstock Exploration and Development LLC | Placer | 80.51 | Lyon | 0% | None |
NV101540562 | Eldorado Lode | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101551613 | CK#1 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101551614 | CK#2 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101551615 | CK#3 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101551616 | CK#4 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101551617 | CK#5 | Comstock Exploration and Development LLC | Lode | 19.45 | Lyon | 0% | None |
NV101551618 | CK#6 | Comstock Exploration and Development LLC | Lode | 20.45 | Lyon | 0% | None |
NV101551619 | CK#7 | Comstock Exploration and Development LLC | Lode | 16.36 | Lyon | 0% | None |
NV101551620 | CK#8 | Comstock Exploration and Development LLC | Lode | 14.06 | Lyon | 0% | None |
A-7
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101551621 | CK#9 | Comstock Exploration and Development LLC | Lode | 20.57 | Lyon | 0% | None |
NV101552801 | CK#10 | Comstock Exploration and Development LLC | Lode | 3.36 | Lyon | 0% | None |
NV101552802 | CK#11 | Comstock Exploration and Development LLC | Lode | 4.87 | Lyon | 0% | None |
NV101552803 | CK#12 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101552804 | CK#13 | Comstock Exploration and Development LLC | Lode | 12.09 | Lyon | 0% | None |
NV101552805 | CK#14 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101552806 | CK#15 | Comstock Exploration and Development LLC | Lode | 18.88 | Lyon | 0% | None |
NV101552807 | CK#16 | Comstock Exploration and Development LLC | Lode | 13.48 | Lyon | 0% | None |
NV101552808 | CK#17 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101552809 | CK#18 | Comstock Exploration and Development LLC | Lode | 11.71 | Lyon | 0% | None |
NV101552810 | CK#19 | Comstock Exploration and Development LLC | Lode | 11.03 | Lyon | 0% | None |
NV101552811 | CK#21 | Comstock Exploration and Development LLC | Lode | 17.45 | Lyon | 0% | None |
NV101552812 | CK#22 | Comstock Exploration and Development LLC | Lode | 6.69 | Lyon | 0% | None |
NV101552813 | CK#23 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101552814 | CK#24 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101552815 | CK#25 | Comstock Exploration and Development LLC | Lode | 17.26 | Lyon | 0% | None |
NV101552816 | CK#26 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101552817 | CK#27 | Comstock Exploration and Development LLC | Lode | 14.65 | Lyon | 0% | None |
A-8
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101552818 | CK#28 | Comstock Exploration and Development LLC | Lode | 16.42 | Lyon | 0% | None |
NV101552819 | CK#29 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101552820 | CK#30 | Comstock Exploration and Development LLC | Lode | 15.32 | Lyon | 0% | None |
NV101604606 | Harlesk #2 | Comstock Exploration and Development LLC | Placer | 19.74 | Lyon | 0% | None |
NV101608323 | EZ Placer | Comstock Exploration and Development LLC | Placer | 57.82 | Lyon | 0% | None |
NV101608757 | Stans Placer | Comstock Exploration and Development LLC | Placer | 40.51 | Lyon | 0% | None |
NV101621590 | Harlesk 100 | Comstock Exploration and Development LLC | Placer | 6.20 | Lyon | 0% | None |
NV101621591 | Harlesk 101 | Comstock Exploration and Development LLC | Placer | 21.63 | Lyon | 0% | None |
NV101621592 | Harlesk 102 | Comstock Exploration and Development LLC | Placer | 17.37 | Lyon | 0% | None |
NV101621593 | Harlesk 103 | Comstock Exploration and Development LLC | Placer | 19.68 | Lyon | 0% | None |
NV101624489 | Crystal Granite | Comstock Exploration and Development LLC | Lode | 12.42 | Lyon | 1 | Pedlar |
NV101674900 | Comstock Lode 142 | Comstock Exploration and Development LLC | Lode | 14.01 | Lyon | 0% | None |
NV101674902 | Comstock Lode 144 | Comstock Exploration and Development LLC | Lode | 8.01 | Lyon | 0% | None |
NV101675875 | Comstock Lode 146 | Comstock Exploration and Development LLC | Lode | 5.42 | Lyon,Storey | 0% | None |
NV101675877 | Comstock Lode 148 | Comstock Exploration and Development LLC | Lode | 12.99 | Lyon,Storey | 0% | None |
NV101675879 | Comstock Lode 150 | Comstock Exploration and Development LLC | Lode | 1.97 | Lyon,Storey | 0% | None |
NV101730825 | Harlesk #1 | Comstock Exploration and Development LLC | Placer | 4.42 | Lyon | 0% | None |
NV101759633 | Peach | Comstock Exploration and Development LLC | Lode | 14.11 | Lyon | 0% | None |
A-9
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101782736 | Harley | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782737 | Honey 1 | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782738 | Honey 2 | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782739 | Honey 3 | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782740 | Honey 4 | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782741 | Kapow | Comstock Exploration and Development LLC | Lode | 0.00 | Lyon | 0% | None |
NV101782742 | Ollie 2 | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782743 | Ollie 3 | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782744 | Ollie 4 | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782745 | Ollie 5 | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782746 | Ollie 6 | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782747 | Stagecoach | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782748 | Thunder | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782749 | Flash | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101856402 | Emma Nevada | Comstock Exploration and Development LLC | Lode | 19.31 | Lyon | 0% | None |
NV105285784 | Fifty Dollar Gold | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV105285785 | Nevada | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV105285786 | Mooney & Whitman Fraction | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
A-10
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV105285787 | Rising Sun | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV105285788 | Arrowhead | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV105285789 | Nevada #3 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV105285790 | Nevada #2 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV105285791 | Mooney & Whitman Extension | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
A-11
Comstock Mining LLC
Fee Properties
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
002-112-02 | Lot 40 | Comstock Mining LLC | Fee | 1.64 | Storey | 0% | None |
002-112-02 | Lot 41 | Comstock Mining LLC | Fee | 1.96 | Storey | 0% | None |
002-112-02 | Lot 42 | Comstock Mining LLC | Fee | 1.59 | Storey | 0% | None |
002-122-02 | D-8 Lot 47-50 & 52 | Comstock Mining LLC | Fee | 3.44 | Storey | 0% | None |
002-141-03 | Lot 33 | Comstock Mining LLC | Fee | 1.93 | Storey | 0% | None |
002-141-07 | 2586 Keystone Circle Vacant Lot | Comstock Mining LLC | Fee | 1.25 | Storey | 0% | None |
002-141-15 | Lot 27 D | Comstock Mining LLC | Fee | 14.62 | Storey | 0% | None |
002-141-16 | Lot 30 | Comstock Mining LLC | Fee | 2.97 | Storey | 0% | None |
002-141-16 | Lot 31 | Comstock Mining LLC | Fee | 0.86 | Storey | 0% | None |
002-141-16 | Lot 32, Pt Lot 33 | Comstock Mining LLC | Fee | 5.87 | Storey | 0% | None |
002-142-01 | Lot 53-54, N 1/2 Lot 55 | Comstock Mining LLC | Fee | 1.46 | Storey | 0% | None |
002-142-03 | Lot 57 | Comstock Mining LLC | Fee | 1.49 | Storey | 0% | None |
002-151-01 | Lot 34 | Comstock Mining LLC | Fee | 1.80 | Storey | 0% | None |
002-161-01 | Lot 37 | Comstock Mining LLC | Fee | 0.37 | Storey | 0% | None |
002-161-01 | Lot 38 | Comstock Mining LLC | Fee | 0.32 | Storey | 0% | None |
002-161-01 | Lot 39 | Comstock Mining LLC | Fee | 0.79 | Storey | 0% | None |
A-12
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
002-161-01 | Lot 40 | Comstock Mining LLC | Fee | 0.23 | Storey | 0% | None |
002-161-01 | Lot 41 | Comstock Mining LLC | Fee | 0.23 | Storey | 0% | None |
002-161-01 | Lot 42 | Comstock Mining LLC | Fee | 1.18 | Storey | 0% | None |
002-161-01 | Lot 43 | Comstock Mining LLC | Fee | 0.69 | Storey | 0% | None |
002-161-01 | Lot 44 | Comstock Mining LLC | Fee | 0.21 | Storey | 0% | None |
002-161-01 | Lot 45 | Comstock Mining LLC | Fee | 0.19 | Storey | 0% | None |
002-161-01 | Lot 46 | Comstock Mining LLC | Fee | 1.72 | Storey | 0% | None |
002-121-01 | Lot 16 | Comstock Mining LLC | Fee | 0.56 | Storey | 1% | Mackay |
002-121-01 | Lot 17 | Comstock Mining LLC | Fee | 2.58 | Storey | 1% | Mackay |
002-121-01 | Lot 19 | Comstock Mining LLC | Fee | 2.01 | Storey | 1% | Mackay |
002-121-01 | Lot 20 | Comstock Mining LLC | Fee | 0.38 | Storey | 1% | Mackay |
002-121-01 | Lot 21 | Comstock Mining LLC | Fee | 0.27 | Storey | 1% | Mackay |
002-121-01 | Lot 22 | Comstock Mining LLC | Fee | 0.59 | Storey | 1% | Mackay |
002-122-01 | D-8 Lot 43 | Comstock Mining LLC | Fee | 1.68 | Storey | 1% | Mackay |
002-122-01 | D-8 Lot 43.5 | Comstock Mining LLC | Fee | 0.08 | Storey | 1% | Mackay |
002-122-01 | D-8 Lot 44 | Comstock Mining LLC | Fee | 1.24 | Storey | 1% | Mackay |
002-122-01 | D-8 Lot 45 | Comstock Mining LLC | Fee | 0.76 | Storey | 1% | Mackay |
002-122-01 | D-8 Lot 46 | Comstock Mining LLC | Fee | 0.57 | Storey | 1% | Mackay |
A-13
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
002-131-01 | Lot 51 | Comstock Mining LLC | Fee | 25.76 | Storey | 0% | None |
002-142-02 | Lot 56, S 40’ Lot 55 | Comstock Mining LLC | Fee | 0.44 | Storey | 1% | Mackay |
002-151-02 | Lot 36 | Comstock Mining LLC | Fee | 4.49 | Storey | 1% | Mackay |
002-151-05 | Lot 35 | Comstock Mining LLC | Fee | 0.56 | Storey | 1% | Mackay |
Patent Properties
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
800-000-91 | Niagara (surface) | Comstock Mining LLC | Patent | 2.63 | Storey | 1% | Mackay/Donovan |
800-000-92 | South Comstock | Comstock Mining LLC | Patent | 12.12 | Storey,Lyon | 1% | Mackay/Donovan |
800-000-93 | Tarto | Comstock Mining LLC | Patent | 0.79 | Storey | 1.5% | Donovan |
800-000-94 | Hartford | Comstock Mining LLC | Patent | 15.04 | Storey | 1.5% | Donovan |
800-000-95 | Succor | Comstock Mining LLC | Patent | 4.79 | Storey | 1.5% | Donovan |
800-000-96 | Olympia | Comstock Mining LLC | Patent | 5.62 | Storey | 1.5% | Donovan |
800-000-97 | Hardluck | Comstock Mining LLC | Patent | 6.20 | Storey | 1.5% | Donovan |
800-000-98 | Friendship | Comstock Mining LLC | Patent | 4.54 | Storey | 1.5% | Donovan |
800-000-99 | Brown | Comstock Mining LLC | Patent | 2.82 | Storey | 1.5% | Donovan |
800-001-08 | St. Louis | Comstock Mining LLC | Patent | 6.78 | Storey | 2.15% | Obester 1 |
800-001-09 | Green | Comstock Mining LLC | Patent | 6.27 | Storey,Lyon | 2.15% | Obester 1 |
A-14
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
800-001-11 | Echo | Comstock Mining LLC | Patent | 6.92 | Storey | 2.15% | Obester 1 |
800-001-12 | Lucerne | Comstock Mining LLC | Patent | 8.37 | Storey | 2.15% | Obester 1 |
800-002-71 | Billie the Kid | Comstock Mining LLC | Patent | 15.97 | Storey,Lyon | 2.15% | Obester 1 |
800-002-72 | Comet N Ext | Comstock Mining LLC | Patent | 1.78 | Storey | 2.5% | Genco |
800-000-77 | South Comstock (surface) | Comstock Mining LLC | Patent | 12.12 | Storey,Lyon | 1% | Mackay/Donovan |
800-000-78 | Holman | Comstock Mining LLC | Patent | 8.87 | Storey | 1% | Mackay |
800-000-79 | Niagara | Comstock Mining LLC | Patent | 2.63 | Storey | 1% | Mackay/Donovan |
800-000-80 | White | Comstock Mining LLC | Patent | 11.89 | Storey | 1% | Mackay |
800-000-81 | Cliffhouse | Comstock Mining LLC | Patent | 16.88 | Storey/Lyon | 1% | Mackay |
800-000-82 | Black Bird | Comstock Mining LLC | Patent | 11.02 | Storey | 1% | Mackay |
800-000-83 | South Alamo | Comstock Mining LLC | Patent | 9.41 | Storey | 1% | Mackay |
800-000-84 | East Alamo Ledge | Comstock Mining LLC | Patent | 11.95 | Storey | 1% | Mackay |
800-000-85 | Corey Jay Boer | Comstock Mining LLC | Patent | 7.41 | Storey | 1% | Mackay |
800-000-86 | Bells Hill (Lager Beer #1) | Comstock Mining LLC | Patent | 3.96 | Storey | 1% | Mackay |
800-000-86 | German (Lager Beer #2) | Comstock Mining LLC | Patent | 3.42 | Storey | 1% | Mackay |
800-000-87 | Sebastopol | Comstock Mining LLC | Patent | 0.75 | Storey | 1% | Mackay |
800-000-88 | Wedge | Comstock Mining LLC | Patent | 1.27 | Storey | 1% | Mackay |
800-000-90 | Overland | Comstock Mining LLC | Patent | 0.51 | Storey | 1% | Mackay |
A-15
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
800-001-14 | Justice | Comstock Mining LLC | Patent | 19.22 | Storey | 1% | Mackay |
800-001-15 | Woodville | Comstock Mining LLC | Patent | 5.32 | Storey | 1% | Mackay |
800-001-16 | Keystone Comstock | Comstock Mining LLC | Patent | 12.12 | Storey | 1% | Mackay |
800-001-17 | Memphis | Comstock Mining LLC | Patent | 13.04 | Storey | 1% | Mackay |
800-001-18 | Chonta Lode | Comstock Mining LLC | Patent | 7.50 | Storey | 1% | Mackay |
800-001-19 | Front Lode N | Comstock Mining LLC | Patent | 1.62 | Storey | 1% | Mackay |
800-001-19 | Front Lode S | Comstock Mining LLC | Patent | 8.79 | Storey | 1% | Mackay |
BLM Claims
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101357279 | KC Frac | Comstock Mining LLC | Lode | 0.09 | Storey | 0% | None |
NV101357280 | Arastr Frac 1 | Comstock Mining LLC | Lode | 0.09 | Storey | 0% | None |
NV101357281 | Arastr Frac 2 | Comstock Mining LLC | Lode | 0.07 | Storey | 0% | None |
NV101357282 | Arastr Frac 3 | Comstock Mining LLC | Lode | 0.02 | Storey | 0% | None |
NV101357283 | Arastr Frac 4 | Comstock Mining LLC | Lode | 0.22 | Storey | 0% | None |
NV101357284 | Arastr Frac 5 | Comstock Mining LLC | Lode | 0.02 | Storey | 0% | None |
NV101357285 | Arastr Frac 6 | Comstock Mining LLC | Lode | 0.01 | Storey | 0% | None |
NV101357286 | Arastr Frac 7 | Comstock Mining LLC | Lode | 0.00 | Storey | 0% | None |
A-16
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101357287 | DG Frac | Comstock Mining LLC | Lode | 0.55 | Storey,Lyon | 0% | None |
NV101366420 | Ghost 1 | Comstock Mining LLC | Lode | 20.67 | Storey | 0% | None |
NV101366421 | Ghost 2 | Comstock Mining LLC | Lode | 20.67 | Storey | 0% | None |
NV101366422 | Ghost 3 | Comstock Mining LLC | Lode | 15.52 | Storey | 0% | None |
NV101367242 | Ghost 4 | Comstock Mining LLC | Lode | 16.94 | Storey | 0% | None |
NV101367243 | Ghost 5 | Comstock Mining LLC | Lode | 12.00 | Storey | 0% | None |
NV101367244 | Ghost 6 | Comstock Mining LLC | Lode | 13.35 | Storey | 0% | None |
NV101367245 | Ghost 7 | Comstock Mining LLC | Lode | 8.29 | Storey,Lyon | 0% | None |
NV101405655 | Hartford Lucerne Fraction | Comstock Mining LLC | Lode | 0.82 | Storey | 1.5% | Donovan |
NV101451968 | Cliff House Fraction | Comstock Mining LLC | Lode | 2.69 | Storey | 1.5% | Donovan |
NV101455557 | Green St. Louis Fraction | Comstock Mining LLC | Lode | 3.04 | Storey,Lyon | 1.5% | Donovan |
NV101477668 | New Deal Fraction | Comstock Mining LLC | Lode | 3.84 | Storey | 1.5% | Donovan |
NV101478571 | Vindicator #8 | Comstock Mining LLC | Lode | 6.21 | Storey,Lyon | 1.5% | Donovan |
NV101479878 | S Comstock St Louis | Comstock Mining LLC | Lode | 0.57 | Storey | 1.5% | Donovan |
NV101494533 | Echo St Louis Fraction | Comstock Mining LLC | Lode | 0.25 | Storey | 1.5% | Donovan |
NV101503793 | Plum Fraction 6 | Comstock Mining LLC | Lode | 0.40 | Storey | 0% | None |
NV101503794 | Plum Fraction 7 | Comstock Mining LLC | Lode | 0.04 | Storey | 0% | None |
NV101503795 | Plum Fraction 8 | Comstock Mining LLC | Lode | 0.18 | Storey | 0% | None |
A-17
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101503796 | Plum Fraction 9 | Comstock Mining LLC | Lode | 1.68 | Storey | 0% | None |
NV101503797 | Plum Fraction 10 | Comstock Mining LLC | Lode | 5.19 | Storey | 0% | None |
NV101503798 | Plum Fraction 11 | Comstock Mining LLC | Lode | 0.55 | Storey | 0% | None |
NV101503800 | Plum Fraction 13 | Comstock Mining LLC | Lode | 0.40 | Storey,Lyon | 0% | None |
NV101506901 | Justice Lucerne Fraction | Comstock Mining LLC | Lode | 1.61 | Storey | 1.5% | Donovan |
NV101508254 | Justice Woodville Fraction | Comstock Mining LLC | Lode | 3.08 | Storey | 1.5% | Donovan |
NV101516974 | Comstock Lode 169 | Comstock Mining LLC | Lode | 1.37 | Storey | 0% | None |
NV101516975 | Comstock Lode 172 | Comstock Mining LLC | Lode | 12.44 | Storey | 0% | None |
NV101516979 | Comstock Lode 176 | Comstock Mining LLC | Lode | 15.12 | Storey | 0% | None |
NV101526925 | Hartford St. Louis Fraction | Comstock Mining LLC | Lode | 1.88 | Storey | 1.5% | Donovan |
NV101527003 | Hartford South Extension | Comstock Mining LLC | Lode | 1.49 | Storey | 1.5% | Donovan |
NV101575861 | Lee #8 | Comstock Mining LLC | Lode | 3.88 | Storey | 0% | None |
NV101575862 | Lee #9 | Comstock Mining LLC | Lode | 14.60 | Storey | 0% | None |
NV101621536 | Comstock 119 | Comstock Mining LLC | Lode | 3.65 | Storey | 0% | None |
NV101621537 | Comstock 120 | Comstock Mining LLC | Lode | 1.49 | Storey | 0% | None |
NV101621976 | Comstock 125 | Comstock Mining LLC | Lode | 15.20 | Storey | 0% | None |
NV101621977 | Comstock 126 | Comstock Mining LLC | Lode | 2.96 | Storey | 0% | None |
NV101621978 | Comstock 127 | Comstock Mining LLC | Lode | 6.73 | Storey | 0% | None |
A-18
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101621979 | Comstock 128 | Comstock Mining LLC | Lode | 1.28 | Storey | 0% | None |
NV101653069 | Plum | Comstock Mining LLC | Lode | 13.33 | Storey | 0% | None |
NV101655307 | Omaha Fraction #1 | Comstock Mining LLC | Lode | 6.99 | Storey | 0% | None |
NV101655308 | Omaha Fraction #2 | Comstock Mining LLC | Lode | 0.98 | Storey | 0% | None |
NV101655309 | Omaha Fraction #3 | Comstock Mining LLC | Lode | 20.67 | Storey | 0% | None |
NV101655310 | Omaha Fraction #4 | Comstock Mining LLC | Lode | 0.20 | Storey | 0% | None |
NV101655927 | Omaha Fraction #5 | Comstock Mining LLC | Lode | 0.23 | Storey | 0% | None |
NV101655928 | Omaha Fraction #6 | Comstock Mining LLC | Lode | 1.88 | Storey | 0% | None |
NV101655929 | Omaha Fraction #7 | Comstock Mining LLC | Lode | 1.01 | Storey | 0% | None |
NV101655930 | Omaha Fraction #8 | Comstock Mining LLC | Lode | 0.17 | Storey | 0% | None |
NV101655931 | Omaha Fraction #9 | Comstock Mining LLC | Lode | 3.23 | Storey | 0% | None |
NV101655932 | Omaha Fraction #10 | Comstock Mining LLC | Lode | 3.77 | Storey | 0% | None |
NV101655938 | Omaha Fraction #18 | Comstock Mining LLC | Lode | 1.34 | Storey | 0% | None |
NV101673942 | Comstock Lode 119 | Comstock Mining LLC | Lode | 18.05 | Storey | 0% | None |
NV101673943 | Comstock Lode 120 | Comstock Mining LLC | Lode | 0.39 | Storey | 0% | None |
NV101751613 | Big Mike | Comstock Mining LLC | Lode | 18.03 | Storey | 1.5% | Donovan |
NV101824433 | Lee #5 | Comstock Mining LLC | Lode | 1.49 | Storey | 0% | None |
NV101824434 | Lee #2 | Comstock Mining LLC | Lode | 19.10 | Storey | 0% | None |
A-19
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101824435 | Lee #3 | Comstock Mining LLC | Lode | 4.55 | Storey | 0% | None |
NV101828564 | Comstock #1 | Comstock Mining LLC | Lode | 12.99 | Storey | 0% | None |
NV101828565 | Comstock #2 | Comstock Mining LLC | Lode | 13.33 | Storey | 0% | None |
NV101828566 | Comstock #3 | Comstock Mining LLC | Lode | 7.36 | Storey | 0% | None |
NV101828571 | Comstock #12 | Comstock Mining LLC | Lode | 20.66 | Storey | 0% | None |
NV101828572 | Comstock #13 | Comstock Mining LLC | Lode | 16.54 | Storey | 0% | None |
NV101828576 | Comstock #17 | Comstock Mining LLC | Lode | 17.37 | Storey | 0% | None |
NV101828577 | Comstock #18 | Comstock Mining LLC | Lode | 13.01 | Storey | 0% | None |
A-20
Comstock Processing LLC
Fee Properties
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
004-331-08 | Texas | Comstock Processing LLC | Fee | 40.00 | Storey | 0% | None |
004-331-19 | Baltimore Patent Homesite | Comstock Processing LLC | Fee | 8.95 | Storey | 0% | None |
004-331-22 | Salzwimmer 79 Acres | Comstock Processing LLC | Fee | 79.61 | Storey | 0% | None |
004-331-27 | Salzwimmer House & “Barn” | Comstock Processing LLC | Fee | 11.01 | Storey | 0% | None |
004-331-28 | Salzwimmer House & “Barn” | Comstock Processing LLC | Fee | 3.47 | Storey | 0% | None |
004-331-36 | American Flat Process Site | Comstock Processing LLC | Fee | 76.84 | Storey | 0% | None |
004-331-37 | American Flat Process Site | Comstock Processing LLC | Fee | 4.66 | Storey | 0% | None |
004-331-40 | Texas | Comstock Processing LLC | Fee | 134.52 | Storey | 0% | None |
016-091-33 | Texas | Comstock Processing LLC | Fee | 31.85 | Lyon | 0% | None |
Patent Properties
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
800-002-06 | Baltimore Patent Pcl 1 | Comstock Processing LLC | Patent | 8.95 | Storey | 0% | None |
800-002-10 | Ledge No 2 | Comstock Processing LLC | Patent | 10.20 | Storey | 0% | None |
800-002-14 | Baltimore Patent Pcl C | Comstock Processing LLC | Patent | 1.44 | Storey | 0% | None |
800-002-22 | Baltimore Patent Pcl 3 | Comstock Processing LLC | Patent | 9.00 | Storey | 0% | None |
800-002-38 | Baltimore Patent Pcl 2 | Comstock Processing LLC | Patent | 8.94 | Storey | 0% | None |
800-002-45 | Baltimore Patent Pcl 4 | Comstock Processing LLC | Patent | 7.53 | Storey | 0% | None |
A-21
BLM Claims
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101490197 | CMI MillSite #1 | Comstock Processing LLC | Mill | 0.38 | Storey | 0% | None |
NV101621980 | Comstock 129 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101621981 | Comstock 130 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101621982 | Comstock 131 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101621983 | Comstock 132 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101621984 | Comstock 133 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101621985 | Comstock 134 | Comstock Processing LLC | Lode | 20.67 | Lyon,Storey | 0% | None |
NV101621986 | Comstock 135 | Comstock Processing LLC | Lode | 20.67 | Lyon,Storey | 0% | None |
NV101621987 | Comstock 136 | Comstock Processing LLC | Lode | 20.67 | Storey,Lyon | 0% | None |
NV101622001 | Comstock 137 | Comstock Processing LLC | Lode | 20.67 | Storey,Lyon | 0% | None |
NV101622002 | Comstock 138 | Comstock Processing LLC | Lode | 20.67 | Storey,Lyon | 0% | None |
NV101622003 | Comstock 139 | Comstock Processing LLC | Lode | 14.36 | Storey | 0% | None |
NV101622004 | Comstock 140 | Comstock Processing LLC | Lode | 18.34 | Storey | 0% | None |
NV101622005 | Comstock 141 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
A-22
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101622006 | Comstock 142 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101673944 | Comstock Lode 121 | Comstock Processing LLC | Lode | 6.80 | Storey | 0% | None |
NV101673945 | Comstock Lode 122 | Comstock Processing LLC | Lode | 17.93 | Storey | 0% | None |
NV101673946 | Comstock Lode 123 | Comstock Processing LLC | Lode | 3.79 | Storey | 0% | None |
NV101673947 | Comstock Lode 124 | Comstock Processing LLC | Lode | 20.66 | Storey | 0% | None |
NV101674883 | Comstock Lode 125 | Comstock Processing LLC | Lode | 13.54 | Storey | 0% | None |
NV101674884 | Comstock Lode 126 | Comstock Processing LLC | Lode | 20.69 | Storey | 0% | None |
NV101674885 | Comstock Lode 127 | Comstock Processing LLC | Lode | 14.49 | Storey | 0% | None |
NV101674886 | Comstock Lode 128 | Comstock Processing LLC | Lode | 9.95 | Storey | 0% | None |
NV101674887 | Comstock Lode 129 | Comstock Processing LLC | Lode | 2.42 | Storey | 0% | None |
NV101674888 | Comstock Lode 130 | Comstock Processing LLC | Lode | 0.76 | Storey | 0% | None |
NV101674889 | Comstock Lode 131 | Comstock Processing LLC | Lode | 1.64 | Storey | 0% | None |
NV101674890 | Comstock Lode 132 | Comstock Processing LLC | Lode | 6.91 | Storey | 0% | None |
NV101674891 | Comstock Lode 133 | Comstock Processing LLC | Lode | 15.84 | Storey | 0% | None |
NV101674892 | Comstock Lode 134 | Comstock Processing LLC | Lode | 14.92 | Storey | 0% | None |
NV101674893 | Comstock Lode 135 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101674894 | Comstock Lode 136 | Comstock Processing LLC | Lode | 18.57 | Storey | 0% | None |
NV101674895 | Comstock Lode 137 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
A-23
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101674896 | Comstock Lode 138 | Comstock Processing LLC | Lode | 9.10 | Storey | 0% | None |
NV101674897 | Comstock Lode 139 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101674898 | Comstock Lode 140 | Comstock Processing LLC | Lode | 6.86 | Storey | 0% | None |
NV101674899 | Comstock Lode 141 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101674901 | Comstock Lode 143 | Comstock Processing LLC | Lode | 20.66 | Storey | 0% | None |
NV101674903 | Comstock Lode 145 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101675876 | Comstock Lode 147 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101675878 | Comstock Lode 149 | Comstock Processing LLC | Lode | 20.47 | Storey | 0% | None |
NV101675880 | Comstock Lode 151 | Comstock Processing LLC | Lode | 14.57 | Storey | 0% | None |
NV101844435 | MS 38 B | Comstock Processing LLC | Lode | 1.82 | Storey | 0% | None |
NV101844436 | MS 38 C | Comstock Processing LLC | Lode | 6.30 | Storey | 0% | None |
NV101844437 | MS 38 D | Comstock Processing LLC | Lode | 4.38 | Storey | 0% | None |
NV101844438 | MS 38 E | Comstock Processing LLC | Lode | 9.90 | Storey | 0% | None |
A-24
Comstock Real Estate Inc.
Fee Properties
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
002-041-11 | 1109 S C St | Comstock Real Estate Inc. | Fee | 0.08 | Storey | 0% | None |
002-101-11 | Lot 10 Parcel A | Comstock Real Estate Inc. | Fee | 0.29 | Storey | 0% | None |
002-101-12 | Lot 10 Parcel B | Comstock Real Estate Inc. | Fee | 0.95 | Storey | 0% | None |
002-102-03 | CMI LLC Corporate Campus | Comstock Real Estate Inc. | Fee | 5.08 | Storey | 0% | None |
002-111-01 | Lot 11.5 Cabin in the Sky | Comstock Real Estate Inc. | Fee | 1.59 | Storey | 0% | None |
008-042-01 | Block 22, Lot 2 | Comstock Real Estate Inc. | Fee | 0.12 | Lyon | 0% | None |
008-042-05 | Block 22, Lot 9 | Comstock Real Estate Inc. | Fee | 0.10 | Lyon | 0% | None |
008-042-06 | Block 22, Lot 13 | Comstock Real Estate Inc. | Fee | 0.14 | Lyon | 0% | None |
008-042-07 | Block 22, Lots 3,10-12 | Comstock Real Estate Inc. | Fee | 0.17 | Lyon | 0% | None |
008-043-01 | Block 22, Lot 13 | Comstock Real Estate Inc. | Fee | 0.15 | Lyon | 0% | None |
008-043-02 | Block 27, Lot 1 | Comstock Real Estate Inc. | Fee | 0.29 | Lyon | 0% | None |
008-045-04 | 445 Main Street Silver City | Comstock Real Estate Inc. | Fee | 0.19 | Lyon | 0% | None |
008-081-32 | Silver City Town Lot Parcel 4 | Comstock Real Estate Inc. | Fee | 11.79 | Lyon | 0% | None |
008-081-34 | Silver City Town Lot Parcel 7 | Comstock Real Estate Inc. | Fee | 1.59 | Lyon | 0% | None |
A-25
Comstock Real Estate Inc. dba Gold Hill Hotel Inc
Fee Properties
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
002-062-60 | Hotel Parking | Gold Hill Hotel Inc | Fee | 0.15 | Storey | 0% | None |
002-064-04 | Hotel Parking | Gold Hill Hotel Inc | Fee | 0.09 | Storey | 0% | None |
002-064-05 | Hotel Main Building | Gold Hill Hotel Inc | Fee | 0.35 | Storey | 0% | None |
002-071-25 | Gold Hill Hall | Gold Hill Hotel Inc | Fee | 0.16 | Storey | 0% | None |
002-071-26 | Bullion Lodge & Brewery | Gold Hill Hotel Inc | Fee | 0.19 | Storey | 0% | None |
002-071-28 | Road Easement | Gold Hill Hotel Inc | Fee | 0.97 | Storey | 0% | None |
002-071-29 | Vacant Land | Gold Hill Hotel Inc | Fee | 0.20 | Storey | 0% | None |
002-071-30 | Vacant Land | Gold Hill Hotel Inc | Fee | 0.19 | Storey | 0% | None |
002-071-31 | Duplex | Gold Hill Hotel Inc | Fee | 0.25 | Storey | 0% | None |
002-071-32 | Blue House | Gold Hill Hotel Inc | Fee | 0.14 | Storey | 0% | None |
A-26
Schedule B
Real Property Leases
Leases with an Acquired Entity as Lessee:
|
| ● | Lease dated November 1, 2018, from Sutro Tunnel Company to Comstock Real Estate Inc., with respect to the rental of 1576 South Telegraph Street, Gold Hill, Nevada |
Leases with an Acquired Entity as Lessor:
|
| ● | Commercial Lease Agreement dated March 20, 2015, from Gold Hill Hotel, Inc. to Three GGG Inc, dba The Gold Hill Hotel and Crown Point Restaurant, with respect to the rental of various hotel and restaurant properties in Gold Hill, Nevada |
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| o | Replaced by Commercial Lease Agreement dated February 1, 2021, from Comstock Real Estate Inc. to Gold Hill Hotel Management LLC, dba The Gold Hill Hotel and Crown Point Restaurant, with respect to the rental of various hotel and restaurant properties in Gold Hill, Nevada, as amended by Addendum 1 dated February 1, 2021 |
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| ● | Basic Rental Agreement and/or Lease commencing August 1, 2019, from Comstock Mining Inc. to Corrado DeGasperis, with respect to the rental of 777 B American Flat Rd., Gold Hill, Nevada 89440 |
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| o | Replaced by Comstock Real Estate Rental/Lease Agreement commencing January 1, 2023, from Comstock Real Estate Inc. to Corrado DeGasperis and Michael DeGasperis. |
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| ● | Basic Rental Agreement and/or Lease commencing July 1, 2016, from Comstock Mining Inc. to Jason Reed and Jessie Warren, with respect to the rental of 777 American Flat Rd., Gold Hill, Nevada 89440 |
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| o | Modified by a Change of Terms on June 1, 2016, changing Lessor to Comstock Real Estate Inc. |
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| ● | Basic Rental Agreement and/or Lease commencing June 1, 2019, from Comstock Real Estate Inc. to Wyatt Cowan, with respect to the rental of 680 American Flat Rd., Gold Hill, Nevada 89440 |
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| ● | Basic Rental Agreement and/or Lease commencing April 1, 2017, from Gold Hill Hotel Inc. to Cindy Durae and Rolland Lemmons, with respect to the rental of 798 S Main St., Gold Hill, Nevada 89440 |
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| o | Replaced by Comstock Real Estate Rental/Lease Agreement commencing June 1, 2022, from Comstock Real Estate Inc. to Rolland (Rolly) Lemmons, with respect to the rental of 2097 Main Street (AKA 798 S Main St), Gold Hill, Nevada 89440 |
B-1
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| o | Further replaced by Comstock Real Estate Rental/Lease Agreement commencing June 1, 2024, from Comstock Real Estate Inc. to Rolland (Rolly) Lemmons, with respect to the rental of 2097 Main Street (AKA 798 S Main St), Gold Hill, Nevada 89440 |
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| ● | Lease dated February 3, 2026, from Comstock Exploration and Development LLC to Sierra View Materials LLC, with respect to the rental of the Haywood Quarry located at 200 and 350 Industrial Parkway, Moundhouse, Nevada |
B-2
Schedule C
Disclosure Schedules
The following Disclosure Schedules are qualified in their entirety by reference to the specific provisions of the Securities Purchase Agreement, dated as of June 21, 2026 (the “Agreement”), by and among Comstock Inc. (“Seller”), Mackay Precious Metals Inc. (“Buyer”), and Mackay Gold & Silver Corp. (“Mackay Parent”). Capitalized terms used but not defined in these Disclosure Schedules shall have the respective meanings ascribed to such terms in the Agreement. The fact that any item of information is set forth in these Disclosure Schedules shall not be construed to mean that such information is (i) required to be disclosed by the Agreement or (ii) material or establishes a basis or standard for interpreting the terms “materiality,” “materially,” “material” or “Material Adverse Effect” as used in the Agreement. Nothing in these Disclosure Schedules constitutes an admission of any liability or obligation of Seller, the Acquired Entities or any of their respective Affiliates to any third party, nor shall any disclosure herein be construed as an admission against the interests of Seller, the Acquired Entities or any of their respective Affiliates. The section headings in these Disclosure Schedules are for convenience of reference only and shall not be deemed to alter or affect the descriptions of the Disclosure Schedules as set forth in the Agreement. To the extent applicable, any matter set forth in any section of these Disclosure Schedules that could reasonably be determined, based solely on the substance of the disclosure itself, to be applicable to any other section of these Disclosure Schedules shall be deemed to be set forth in each such other applicable section accordingly.
C-1
Section 3.04 – No Subsidiaries
None.
C-2
Section 3.10 – Undisclosed Liabilities
None.
C-3
Section 3.12 – Land Use
Abandoned Mines: The Properties are located in a historic mining district. Excavations, shafts, and mine dumps, whether known or unknown, mapped or unmapped, provide risks of injury or death if accessed by members of the public.
Public Access: The Properties are open to public access. The use of roads and trails by hikers, motorcyclists, and four-wheel drive enthusiasts provides risks of injury or death.
C-4
Section 3.13 – Material Agreements
As of the Effective Date, the Non-Compete obligations under the Prior MIPA remain in effect. These obligations will be terminated as of the Closing Date.
C-5
Section 3.14 – Insurance
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| 1. | Insurance coverages evidenced by Certificate of Liability Insurance dated December 4, 2025, issued by Imperium Insurance Company to Comstock, Inc., including the following: |
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| a. | Commercial General Liability Policy No. MNGIICGL000066305 |
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| b. | Automobile Liability Policy No. MNGIICCA000042405 |
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| c. | Umbrella Liability Policy No. MNGIICCX000035805 |
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| 2. | Insurance coverages evidenced by Certificate of Liability Insurance dated May 11, 2026, issued by Mesa Underwriters Specialty Ins Co to Comstock Real Estate, Inc., including the following: |
| a. | Commercial General Liability Policy No. MP000500710013101 |
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| 3. | Commercial Inland Marine Policy No. IH4 D107086 08 issued by Hanover Insurance Company to Comstock Inc. |
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| 4. | Commercial Property Coverage Policy No. MNGIICCP0000225-05 issued by Imperium Insurance Company to Comstock, Inc. |
C-6
Section 3.16 – Absence of Certain Changes or Events
Some time during the evening of May 18, 2026, a fire started in the Warehouse/Shop building on the American Flat processing site. The structure sustained significant damage. An engineering evaluation will be required to determine if the steel frame can be reused, or if the frame is a total loss. The contents of the building included tools, parts, and work in progress, much of which was damaged or destroyed. An inventory of the contents has been provided in the due diligence files. Some necessary tools have been and are being replaced by Comstock.
A claim has been submitted to the insurance company. Coverage limits under our policy are $100,000 for the building plus $25,000 for the contents. A supplement provides $2,500 for the property of others, such as our employee’s personal tools.
Comstock has not received a determination of the settlement amount, but it is clear that the repair or replacement cost of the building plus its contents will exceed the coverage limits in the policy. Comstock has no timing from the insurance company on when to expect a final settlement.
C-7
Section 3.18 – Certain Business Relationships; Managers and Officers
None.
C-8
Section 3.19 – Licenses and Governmental Authorizations; General Compliance With Laws
None.
C-9
Section 3.21 – Banks and Depositories
Nevada State Bank, Account No. 365440174 (Comstock Real Estate Inc.)
C-10
Section 3.22 – Title to the Property
The Haywood Quarry property in Lyon County (APN 016-111-06 and 016-111-07) was purchased by Comstock Exploration and Development LLC from Decommissioning Services LLC in October 2025. The Lyon County Recorder had an issue with a prior transaction many years back in the chain of title. As a result, the Lyon County Assessor records now show the owner of parcel 016-111-06 as “Rea Mining Et Al; Comstock Exploration and Development LLC.” The purchase transaction was covered by a title insurance policy written by Stewart Title Company. Comstock has referred this issue to Stewart Title, who has assigned an attorney to resolve it.
C-11
Section 3.24 – Environmental Matters
CRMSS: The Properties are located within and/or in close proximity to the Carson River Mercury Superfund Site (the “CRMSS”). In 1990, the CRMSS became part of the National Priorities List. The CRMSS covers five counties, about 330 square miles and more than 130 river miles in Northwestern Nevada. Historic mill sites in Carson City, Virginia City, Dayton, Washoe Valley and Pleasant Valley have mercury contamination. Waterways located next to mill sites spread mercury from the 100-year floodplain of Carson River to its ends where it dries up. EPA’s site investigation found mercury in soil, sediments (earthen materials that settle to the bottom of a water body), fish and wildlife.
Mercury and other contaminants of concern, whether known, unknown, or suspected have not been definitively mapped by the EPA, and may be found on any of the properties, potentially exposing employees or the public to mercury contamination.
We have developed and maintain a Sampling and analysis plan with NDEP that enables us to operate effectively within this area.
C-12
Section 3.26 – No Other Representations and Warranties
None.
C-13
Section 4.07 – Independent Investigation
None.
C-14
Exhibit 10.2
Exhibit A
Royalty Agreement
Recorded at the request of
and when recorded return to:
Comstock Inc.
117 American Flat Road
P.O. Box 1118
Virginia City, NV 89440
The undersigned affirm that this document does not contain the personal information of any person.
NET SMELTER RETURNS ROYALTY DEED AND AGREEMENT
This NET SMELTER RETURNS ROYALTY DEED AND AGREEMENT (this “Agreement”), dated [__] (the “Effective Date”), is between COMSTOCK MINING LLC, a Nevada limited liability company (“CML”); COMSTOCK PROCESSING LLC, a Nevada limited liability company (“CPL”); COMSTOCK EXPLORATION AND DEVELOPMENT LLC, a Nevada limited liability company (“CEDL,” and collectively with CML and CPL, “Grantor”), and COMSTOCK INC., a Nevada corporation (“Grantee”). Grantor and Grantee may be referred to herein individually as a “Party” or collectively as the “Parties.”
RECITALS
A. Pursuant to a Securities Purchase Agreement dated June 21, 2026 (the “Purchase Agreement”) by and among Grantee, Mackay Precious Metals Inc. (“Mackay”), and Mackay Gold & Silver Corp. (“Mackay Parent”), Grantee agreed to sell one-hundred percent (100%) of the membership interests of CML, CPL, and CEDL, and all of the shares of capital stock of Comstock Real Estate Inc., a Nevada corporation, as well as certain other interests in exchange for certain consideration, including Mackay’s agreement to grant to Grantee a production royalty equal to 1.5% of the Net Smelter Returns, subject to certain limitations set forth in this Agreement (the “NSR Royalty”), from the properties described in Schedule A and Figure A1 of this Agreement situated in Storey County and Lyon County, Nevada (the “NSR Properties”).
B. The Parties desire to enter into this Agreement to define and establish the terms and conditions governing the NSR Royalty. Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to such terms in ARTICLE VI (Definitions) of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
ROYALTY TERM; CALCULATION; AND PAYMENT
1.1 Grant of Royalty. On the terms and subject to the conditions of this Agreement, the Grantor hereby grants, bargains, sells, transfers, conveys, and agrees to pay to Grantee the NSR Royalty. This royalty is in addition to, and separate from, any prior, underlying royalty interests which may be associated with any of the NSR Properties.
1.2 Term. The NSR Royalty shall be paid with respect to silver, gold and any other valuable mineral or product extracted from the NSR Properties or derived therefrom, in perpetuity from the Effective Date forward.
1.3 Determination of Royalty Rate. The royalty rate of the NSR Royalty with respect to each part of the NSR Properties (the “Royalty Rate”) shall be 1.5% less the existing royalty burden on such part of the NSR Properties as of the Effective Date; provided, that, with respect to any part of the NSR Properties situated in Lyon County, Nevada (a “Lyon County Parcel”), the Royalty Rate shall not be less than 0.5% unless the existing royalty burden on such Lyon County Parcel as of the Effective Date is greater than 2.25%, in which case the total royalty burden on such Lyon County Parcel including the NSR Royalty shall not exceed 2.75%. For the avoidance of doubt, if the existing royalty burden on a Lyon County Parcel as of the Effective Date is 2.75% or greater, the Royalty Rate applicable to such Lyon County Parcel would be 0%.
1.4 Calculation and Payment of NSR Royalty. The Grantor will calculate the NSR Royalty payment due, if any, during each calendar quarter by multiplying the Royalty Rate by the Net Smelter Returns for that calendar quarter. Upon determination by the Grantor that an NSR payment is due and owing to Grantee in a calendar quarter, the Grantor shall deliver to Grantee a payment by wire transfer in immediately available funds, within thirty (30) days after the end of the calendar quarter for which such payment is due, together with a copy of the Grantor’s accounting, sales data and the refinery and smelter settlement statements related to such payment. Grantee agrees to provide wiring instructions to the Grantor for such payments. The Grantor shall be entitled to rely on Grantee’s wiring instructions until such time as Grantee notifies the Grantor in writing of different wiring instructions. The Grantor will not be deemed to be in default under this Agreement and the time for making such payment shall be extended, if, at the time such payment is otherwise due, wire transfer facilities are not available for any reason, so long as the Grantor makes payment as soon as practicable after wire transfer facilities become available.
Amounts not timely paid shall draw interest at the rate of eighteen percent (18%) per annum on the unpaid royalty balance from the due date. If the amounts due remain unpaid sixty (60) days after the date such amounts are payable, Grantee may file a lien on the NSR Properties in the amount of the unpaid royalty.
If it is subsequently determined that an overpayment or underpayment was made, neither Party will be required to make an additional payment or a refund, as applicable, but the overpayment or underpayment shall be corrected in the next calendar quarter following determination that an adjustment is required.
1.5 Taxes. Grantee shall not be responsible for property taxes or similar taxes assessed against the NSR Properties. Any and all taxes arising out of or relating to the NSR Royalty shall be the sole responsibility of the Grantee.
1.6 Buyback Right. Grantor shall have the sole and exclusive right at any time to repurchase all of the NSR Royalty (the “Buyback Right”). Grantor may exercise the Buyback Right by delivering written notice to Grantee of Grantor’s intent to exercise the Buyback Right. Grantor shall pay the Buyback Price not later than thirty (30) days after Grantor’s delivery of the notice, and Grantee shall execute, acknowledge (if applicable), and deliver to Grantor (i) one or more recordable instruments in forms reasonably acceptable to Grantor conveying to Grantor all of Grantee’s right, title, and interest in and to the NSR Royalty and (ii) an instrument terminating this Agreement, subject to the survival of appropriate terms (if any). For purposes of this Section 1.6, “Buyback Price” means $3,500,000, unless the seven-year period described in Section 2.03(d) of the Purchase Agreement for triggering the Contingent Payment (as defined in the Purchase Agreement) has expired and the Contingent Payment has not been triggered, in which case “Buyback Price” means $7,000,000.
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ARTICLE II
INFORMATION; AUDITS; DISPUTES
2.1 Information. The Grantor shall keep accurate records of tonnage, volume of Products, analyses of Products, weight, moisture, assays of payable metal content, and any other customary information or data relevant to the calculation of Net Smelter Returns (including, but not limited to, settlement sheets, receipts, invoices or other information provided by purchasers of Products from the Grantor).
2.2 Audits. Grantee has the right to audit the records and data related to the calculation of the NSR Royalty. The audit may only be performed once during any calendar year for the immediately preceding calendar year, by Grantee’s subject matter experts and a licensed certified public accounting firm selected by mutual consent of the Parties, provided that, if the Parties are unable to agree on a firm within thirty (30) days after Grantee’s written request to select a firm, the firm shall be appointed by the Reno, Nevada office of the American Arbitration Association upon the application of either Party, and performed according to standards of the American Institute of Certified Public Accountants. Any audit under this Section 2.2 may be conducted only after providing the Grantor ten (10) business days’ advance written notice that Grantee intends to conduct an audit and shall be completed within ninety (90) days after the end of the calendar year for which the audit is being conducted.
Each audit shall be conducted during the Grantor’s regular business hours and in a manner that does not materially interfere with the Grantor’s operations. Grantee shall pay all costs of any such audit, unless an audit reveals an underpayment of a royalty payment in an amount that is ten percent (10%) or more than the amount that Grantee was actually paid. In that case, the Grantor shall pay all costs of the audit. Any Grantor NSR Royalty calculation which Grantee does not audit within two (2) years of the applicable calendar quarter in accordance with this Section 2.2 will be deemed final and will not thereafter be subject to audit or challenge.
2.3 Disputes. Any controversy or claim, whether based on contract, tort, statute or other legal or equitable theory (including, but not limited to, any claim of fraud, misrepresentation or fraudulent inducement or any question of validity or effect of this Agreement, including this clause) arising out of or related to this Agreement (including amendments or extensions), or the breach or termination of this Agreement shall be settled by arbitration in accordance with the then current Rules of the American Arbitration Association (“AAA”) for Commercial Arbitration. The arbitration shall be held in Reno, Nevada and there shall be a single arbitrator. The arbitrator shall be chosen subject to the rules and procedures as provided by the AAA and shall have a minimum of ten (10) years’ experience in mining matters generally and in the subject matter of the dispute specifically. No person having a prior or existing attorney-client, business or family relationship with either of the Parties or their principal representatives or a financial interest in the dispute shall be qualified to act as arbitrator in accordance with this Agreement absent the express prior written consent of the Parties to this Agreement. The arbitrator shall determine the claims of the Parties and render a final award in accordance with the substantive law of the State of Nevada, excluding Nevada law regarding conflicts of laws. The arbitrator shall state the reasons for the award in writing. Except as required by applicable laws and regulations and the rules of any exchange on which the shares of the capital stock of the Grantor, Grantee and their affiliates are listed for trading (and then only after prior notice to the other Party), a Party shall not disclose the facts of the underlying dispute or the contents or results of the arbitration other than to their attorneys, accountants and consultants without the prior consent of the other Party. A judgment on the award may be entered by a court having jurisdiction in Nevada.
3
ARTICLE III
TRANSFER OF INTEREST
3.1 Transfer of Interest.
(a) The Grantor may Transfer all or any portion of its interest in this Agreement or in the NSR Properties (whether by asset sale, equity sale, merger, amalgamation, operation of law or otherwise); provided, however, that the Grantor shall assure that any instrument of Transfer shall provide for the transferee’s express agreement to assume, perform and be bound by the Grantor’s obligations under this Agreement. If the Grantor Transfers the whole of or an undivided interest in this Agreement, each transferee of an undivided interest shall separately pay to Grantee the NSR Royalty and perform the obligations under this Agreement accruing with respect to such transferee’s interest in and to the NSR Properties. If the Grantor Transfers the whole of or an undivided interest in this Agreement, liability for any default under or breach of any obligation under this Agreement shall rest exclusively upon the transferee of such interest in this Agreement which commits the default or breach (and the Grantor is released from any further liability hereunder); provided, however, that no Transfer shall relieve the Grantor, or its successors and assigns, of any liability or obligation under this Agreement with respect to the interest subject to such Transfer which accrues or arises before the effective date of the Transfer. If the Grantor Transfers ownership of a segregated portion of the NSR Properties, any default or breach by the transferee of such segregated portion of the NSR Properties shall not affect the rights of the Grantor in the segregated portion of the NSR Properties retained by it or the rights of the holders or owners of any other segregated portion of the NSR Properties. Notwithstanding any other provision of this Agreement, nothing shall preclude or limit Grantor’s unilateral and discretionary right to place a mortgage, trust deed or other lien upon its interest in the NSR Properties for financing purposes.
(b) The Grantee may Transfer all or any portion of its interest in this Agreement by providing notice to Grantor, including updated payment information, along with a copy of the signed Transfer documents. Such documents shall provide for the transferee’s express agreement to comply to all terms of this Agreement including, but not limited to, calculations of the NSR Royalty and the rights to inspect and audit the calculations.
ARTICLE IV
GENERAL
4.1 Right to Inspect. Once during each calendar year, Grantee or its authorized representative may, upon providing at least ten (10) business days’ advance written notice to the Grantor and subject to the confidentiality obligations described in this Agreement, inspect the Grantor’s mineral production operations on the NSR Properties. Any such inspection shall be at Grantee’s own cost and risk and shall be conducted in a manner that will not materially interfere with the Grantor’s operations. Grantee shall indemnify and hold harmless the Grantor and its Affiliates (including without limitation direct and indirect parent companies or owner), and its or their respective directors, officers, shareholders, members, employees, agents, and attorneys, from and against any losses and liabilities which may be imposed upon, asserted against, or incurred by, any of them by reason of injury to Grantee or its authorized representatives resulting from the exercise of the rights given herein.
4.2 No Development Covenant. The Grantor has no obligation to explore, to mine, to continue mining, or to mine any particular quantities of ores from the NSR Properties or to recover gold, silver, or other minerals therefrom. The Grantor’s only obligation is to pay the NSR Royalty to Grantee on any Product that is produced and sold from the NSR Properties subject to the terms and conditions in this Agreement. Grantee’s interest in the NSR Properties shall be solely that of a nonparticipating royalty holder and it shall have no rights to participate or influence management or decision-making regarding operations, if any, on the NSR Properties. Grantee expressly disclaims any implied covenants of diligence with respect to operations on the NSR Properties, including without limitation all exploration, development, mining, and processing operations.
4
4.3 Notices. All notices shall be in writing to the applicable address set forth below and shall be given by personal delivery, certified mail or recognized international overnight courier. All notices shall be effective and shall be deemed delivered on the date of delivery if delivered before 5:00 p.m. local destination time on a business day, otherwise on the next business day after delivery. Each Party will send a copy of their notice by email, as a courtesy, but the notice will not be valid until delivered in writing. Any notice delivered by email shall only be deemed to be official notice hereunder if the Party receiving such email specifically confirms receipt in writing.
To the Grantor: | c/o Mackay Precious Metals Inc. Suite 405 - 375 Water Street Vancouver, BC V6B 5C6 Attention: Darwin Green, CEO E-mail: darwin@mackaycorp.com |
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with a copy to: | Maxis Law Corporation Suite 1400 - 1050 West Pender Street, Vancouver, BC V6E 3S7 Attention: Morgan Hay Email: mhay@maxislaw.com |
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To Grantee: | Comstock Inc. 117 American Flat Road, PO Box 1118 Virginia City, NV 89440 Email: degasperis@comstockinc.com |
Each Party may change its address from time to time by notice given in the manner described above.
4.4 Confidentiality. The Parties agree to keep confidential all information provided to it by the other Party under this Agreement and not to disclose any such information to any third party without the prior written consent of the other Party. This provision will not apply to information which otherwise comes into the public domain other than through the breach by a Party of its obligations under this provision. Confidential information received by a Party from the other Party may be disclosed (a) to an affiliate, employee, officer, agent or consultant of the Party (b) to a potential buyer of Grantee’s entire interest in the NSR Royalty (but only after obligating the third party to whom disclosure is being made to a written confidentiality agreement that binds such third party at least to the same extent Grantee is obligated under this Agreement, and providing a copy of the same to the Grantor), (c) to a potential buyer of Grantor’s interest in any of the NSR Properties or assignee of Grantor’s rights under this Agreement (but only after obligating the third party to whom disclosure is being made to a written confidentiality agreement that binds such third party at least to the same extent Grantor is obligated under this Agreement, and providing a copy of the same to the other Party), and (d) if and to the extent required in the ordinary course of events under any applicable law, regulation, court order, rule of any stock exchange or other legal requirement.
A Party shall not disclose pursuant to this Agreement any geological, engineering, or other data to any third party without disclosing the existence and nature of any disclaimers which accompany such data and the requirements of applicable law or regulation or rules of the applicable stock exchange for public reporting.
Nothing in this Agreement shall prevent the disclosure of confidential information delivered pursuant to this Agreement to the Parties’ directors, officers, lawyers, litigation consultants, litigation experts, accountants, auditors, lenders, insurers/reinsurers, regulators, or securities exchanges on which the securities of such Party or an Affiliate are listed or quoted, provided that the disclosure of the information is reasonably necessary to effectuate the terms of this Agreement, or is required for tax, financial reporting, stock exchange, or governmental compliance purposes.
5
4.5 Mining Practices. Subject to the provisions of Section 4.2 above, the Grantor shall conduct any mining operations on the NSR Properties in a miner-like fashion including, but not limited to Sections 4.6, 4.7, 4.8, and 4.9 below.
4.6 Reports. If Grantor commences the production of Products from the NSR Properties, then Grantor shall deliver to Grantee, on or before the sixtieth (60th) day after the end of each calendar year that such production continues, a summary report of all mining conducted by the Grantor on the NSR Properties for the previous year. Notwithstanding the foregoing, the Grantor shall not be required in its reports to disclose proprietary information or information concerning, or which might tend to reveal, processes, techniques or equipment which the Grantor is under a contractual obligation not to reveal.
4.7 Measurement Analysis. The Grantor shall measure ore, concentrates, minerals, and other material, grade, take and analyze samples in accordance with industry practice, and shall keep accurate records thereof as a basis for computing the NSR Royalty. These records shall be available for inspection by Grantee in accordance with Section 2.2 above.
4.8 Commingling. The Grantor will have the right to commingle ore, concentrates, minerals, and other material mined and removed from the properties from which Products are produced, with ore, concentrates, minerals, and other material mined and removed from other lands and properties; however, the Grantor shall calculate from representative samples the metal content, the average grade of the metal content, the moisture content thereof, and other measures as are customary and appropriate, and shall weigh (or calculate weight by volume) the material before commingling, in each case using any procedures accepted in the mining and metallurgical industry which it believes suitable for the type of mining and processing activity being conducted. In addition, comparable procedures may be used by the Grantor to apportion among the commingled materials all penalty and other charges and deductions, if any, imposed by the smelter, refiner, or purchaser of such material. The Grantor shall use the same procedures for each separate ore or other source before commingling. The Grantor shall retain such representative ore samples and the written records of assays, moisture content, weights (or volumes as the case may be) and the content and nature of penalty substances and any other measures made for not less than twelve (12) months after payment of the NSR Royalty with respect to such commingled ores from the NSR Properties. The Grantor shall deliver to Grantee a copy of the Grantor’s commingling plan not less than thirty (30) days before the Grantor commences commingling of minerals mined from lands and properties which are not burdened by or subject to the NSR Royalty.
4.9 Stockpiling. To the extent permitted by applicable federal, state and local laws, regulations and ordinances, the Grantor shall have the right to stockpile Products on the NSR Properties or on such other lands and places as the Grantor may elect, without the obligation to remove the Products from where stockpiled or to return them to the NSR Properties. The stockpiling of Products on other lands shall not be deemed a removal or shipment thereof requiring payment in respect of Grantee’s NSR Royalty. The Grantor shall have the right to stockpile on the NSR Properties without obligation to remove the same at any time, any ore, concentrates, minerals, and other material mined or produced by the Grantor from other lands. Grantee agrees to recognize the rights and interests of others in such ore, concentrates, minerals, and other material stockpiled on the NSR Properties, and to permit their removal by the Grantor or the owner of such ore, concentrates, minerals, and other material. The Grantor will maintain adequate records of the source, tonnage and grades of all stockpiles in order to properly account for NSR Royalties due to Grantee when valuable minerals are eventually produced from the stockpiled Products.
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4.10 Real Property Interest; Recordation of Interest. The Grantor acknowledges and agrees that the NSR Royalty is a property right and creates an interest in the NSR Properties that runs with the land, and such interest shall be applicable to the Grantee and its successors and assigns of and to the NSR Properties; but the Parties also acknowledge that the NSR Royalty is a royalty only and is not the grant of cotenancy or joint ownership interest in any of the NSR Properties or any of the minerals therein, and that the NSR Royalty is a nonexecutive, nonparticipating and nonworking royalty interest. If any of the unpatented mining claims subject to this Agreement are converted to leases, licenses or other forms of tenure as a result of the amendment or repeal of the Mining Law of 1872, as amended, or for any other reason, all such amended and relocated unpatented mining claims or other tenures shall be subject to the terms of this Agreement. In such an event, the Parties shall execute and record an amendment of this Agreement to evidence the inclusion of such unpatented mining claims and tenures in this Agreement. Grantee, at its expense, shall be entitled to record a copy of this Agreement in the official records of Storey County and Lyon County, Nevada, and Grantor consents to such recording.
4.11 Maintenance of NSR Properties. Subject to the absolute right retained by the Grantor to amend, restake, or relocate all or any portion of the mining claims encompassed by the NSR Properties, the Grantor shall maintain the claims by timely performing all assessment work or paying claim maintenance fees as required by federal law and timely paying all assessments and taxes imposed on any and all of the NSR Properties and shall assure that title to such NSR Properties is not diminished or lost as a result of the Grantor’s failure to perform the foregoing obligations. Grantee acknowledges that the Grantor shall have the right to drop or not renew any of the unpatented mining claims encompassed by the NSR Properties, but Grantor shall not intentionally do so without the express written consent of Grantee, which consent shall not be unreasonably withheld or delayed, and in the event that the Grantor or its Affiliates restake the claims or stake additional claims covering any portion of the dropped claims within three (3) years thereafter, the Grantor’s obligations under this Agreement will apply to the restaked or additional claims.
ARTICLE V
MISCELLANEOUS
5.1 Amendment and Waiver. This Agreement may only be amended by an instrument in writing signed by the Parties. Except for waivers specifically provided for in this Agreement, rights under this Agreement may not be waived except by an instrument in writing signed by the Party to be charged with the waiver. The failure of a Party to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach of this Agreement will not constitute a waiver of any provision of this Agreement or limit the Party’s rights thereafter to enforce any provision or exercise any right.
5.2 Severability. If at any time any covenant or provision contained in this Agreement is deemed to be invalid or unenforceable, such covenant or provision shall be considered divisible and shall be deemed immediately amended and reformed to include only such portion of such covenant or provision that is valid and enforceable. Such covenant or provision, as so amended and reformed, shall be valid and binding as though the invalid or unenforceable portion had not been included in this Agreement. To the extent the NSR Royalty applies to any amendments or relocations of the unpatented mining claims subject to the NSR Royalty or to any rights or interests (including mineral rights) acquired in the federal public lands within the boundaries of the NSR Properties in accordance with the Mining Law of 1872, as from time-to-time amended, repealed, replaced or superseded, or any other federal law or regulation, including the conversion of any present interest in the unpatented mining claims comprising the NSR Properties to a lease, license, permit or other form of tenure (each an “Acquired Interest”), Grantee’s NSR Royalty rights in such Acquired Interest shall vest on the date of acquisition by the Grantor, and the Grantor’s successors in interest, as applicable, subject to the terms of this Agreement and the terms of the Purchase Agreement. It is the express intention of the Parties that the NSR Royalty in respect of any Acquired Interest shall vest in Grantee, and Grantee’s successors and assigns, as applicable, within a period of time that complies with the Rule Against Perpetuities (Uniform Act), NRS 111.103 et seq., as it may be amended from time-to-time. The Parties irrevocably release and waive the applicability of the Rule Against Perpetuities to the NSR Royalty and the Acquired Interest. The Grantor agrees and covenants, for itself and its successors and assigns, that it will not commence any action or arbitration proceeding to declare the NSR Royalty ineffective, invalid or void based on the Rule Against Perpetuities, and that it will not in any action or arbitration proceeding commenced by Grantee, or its successors and assigns, as applicable, assert as an affirmative defense against any claim for relief for enforcement of this Agreement or the Purchase Agreement that this Agreement or the Purchase Agreement is ineffective, invalid or void based on the Rule Against Perpetuities.
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5.3 No Third-Party Beneficiaries. This Agreement will not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns, except as otherwise expressly stated herein. Except to the extent specifically provided in this Agreement, it is for the sole benefit of the Parties and no other Person (including any creditor of the Parties) is intended to be a beneficiary of this Agreement or shall have any rights under this Agreement.
5.4 Entire Agreement. This Agreement, the Purchase Agreement and the documents referred to in the foregoing documents constitute the entire agreement between the Parties and supersede any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.
5.5 Headings. The subject headings of the Articles, Sections, and Subsections of this Agreement and the Schedules to this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of their provisions.
5.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect to any choice or conflicts of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada.
5.7 Rules of Construction. Each Party acknowledges that it has been represented by counsel during the negotiation, preparation, and execution of this Agreement. Each such Party therefore waives the application of any law or rule of construction providing that ambiguities in an agreement or other document shall be construed against the drafter of the agreement or document.
5.8 Attorneys’ Fees. Except as otherwise specified herein, in the event of a dispute under this Agreement, the prevailing Party shall be entitled to payment of its reasonable attorneys’ fees and costs in arbitrating the dispute.
5.9 Currency. All statements of or references to dollar amounts in this Agreement are to lawful money of the United States.
5.10 No Joint Venture, Mining Partnership, Commercial Partnership. This Agreement shall not be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, or other partnership relationship, or fiduciary relationship, between the Parties.
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5.11 Further Assurances. Each Party shall execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the transactions contemplated in this Agreement, in each case at the cost and expense of the Party requesting such further document or action, unless expressly indicated otherwise. If conditions change by reason of acquisition, conveyances, assignments, or other matters relating to the title to, or description of, the estates comprising the NSR Properties, the Parties shall execute amendments of and to this Agreement and execute such corrective or additional documents as may be necessary to (i) reflect such changed conditions and/or (ii) clear or cure title, at the expense of the Party requesting such action. If pursuant to any amendment or supersession of the Mining Law of 1872, as amended, the Grantor is granted the right to convert its interest in the unpatented mining claims subject to this Agreement to a lease, license or permit, or other right or interest, and all such converted interests or rights shall be deemed to be part of the unpatented mining claims subject to this Agreement. Upon the grant or issuance of such converted interests or rights, the Parties shall execute and deliver an addendum to this Agreement, in recordable form, by which such converted interests or rights are made subject to this Agreement.
5.12 Parties in Interest. This Agreement shall inure to the benefit of the permitted successors and permitted assigns of the Parties, and shall be binding upon the successors and assigns of the Parties (whether or not permitted).
5.13 Counterparts. This Agreement may be executed in multiple counterparts, and all such counterparts taken together shall constitute the same document.
ARTICLE VI
DEFINITIONS
“Affiliate” means any Person that directly or indirectly Controls, is Controlled by, or is under common Control with, a Party.
“Control” used as a verb means, when used with respect to an entity, the ability, directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity through (a) the legal or beneficial ownership of voting securities or membership interests; (b) the right to appoint managers, directors or corporate management; (c) contract; (d) operating agreement; (e) voting trust; or otherwise; and, when used with respect to an individual, means the actual or legal ability to control the actions of another, through family relationship, agency, contract, or otherwise; and “Control” used as a noun means an interest which gives the holder the ability to exercise any of the foregoing powers.
“Encumbrance” means any mortgage, deed of trust, security interest, pledge, lien, right of first refusal, right of first offer, other preferential right, profits interest, net profits interest, royalty interest, overriding royalty interest, conditional sale or title retention agreement, or other burdens of any nature affecting an interest in real or personal property.
“Net Smelter Returns” or “NSR” means all Revenues from the sale of Products produced from the NSR Properties, less Shipping Costs and Refining Costs pertaining to such Revenues for the applicable calendar quarter. The calculation of Net Smelter Returns shall be made in accordance with accounting principles and practices consistently applied in the mining industry in Nevada.
“Person” means a natural person, corporation, joint venture, partnership, limited liability partnership, limited partnership, limited liability limited partnership, limited liability company, trust, estate, business trust, association, governmental authority or other entity.
“Products” means (a) all materials mined or removed from the NSR Properties and sold prior to treatment, and (b) all concentrates, precipitates, refined metals and any other valuable minerals, extracted from the NSR Properties or derived therefrom.
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“Refining Costs” means all costs and expenses of smelting and refining, including without limitation, all costs of assaying, sampling, custom smelting, and refining, and all independent representative and umpire charges, penalties, and deductions imposed or charged by the refinery or smelter, as the case may be. If smelting or refining is carried out in facilities owned or controlled by the Grantor or its Affiliates, then the Refining Costs shall be the amount the Grantor would have incurred if such smelting or refining were carried out at facilities not owned or controlled by the Grantor or its Affiliates then offering comparable services for comparable products on prevailing terms.
“Shipping Costs” means all costs and expenses of transporting, hauling, and delivering ore, concentrates, minerals, and other material from the NSR Properties to a smelter, refinery, or other point of sale, including without limitation, freight, trucking, insurance in transit, port charges, and handling fees. If shipping is carried out by the Grantor or its Affiliates, or by a carrier owned or controlled by the Grantor or its Affiliates, then the Shipping Costs shall be the amount the Grantor would have incurred if such shipping were carried out by an independent carrier not owned or controlled by the Grantor or its Affiliates then offering comparable services for comparable routes on prevailing terms.
“Revenues” means the sum of actual prices of Products received at the time of sale multiplied by the ounces of Products sold in the applicable period. If any Products are diverted by the Grantor for commemorative coinage or any other value-added use, the Revenue will be calculated using the spot price on a recognized exchange, on the date the Products are diverted. For the avoidance of doubt, Grantor shall have the right to mine amounts of Products reasonably necessary for sampling, assaying, metallurgical testing and evaluation of the mineral potential of the NSR Properties without incurring any obligation to make NSR Royalty payments; provided, however, that if Grantor sells any such Products, Grantor shall be required to pay the NSR Royalty on all such Products sold.
“Transfer” means any sale, grant, assignment, conveyance, Encumbrance, pledge, hypothecation, abandonment or other transfer.
[Signature page follows]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| COMSTOCK MINING LLC |
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This instrument was acknowledged before me on ________________________________, by ____________________________ as ________________________ of Comstock Mining LLC, a Nevada limited liability company.
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[Signature Page to Net Smelter Returns Royalty Deed and Agreement – 1 of 4]
| COMSTOCK PROCESSING LLC |
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This instrument was acknowledged before me on ________________________________, by ____________________________ as ________________________ of Comstock Processing LLC, a Nevada limited liability company.
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[Signature Page to Net Smelter Returns Royalty Deed and Agreement – 2 of 4]
| COMSTOCK EXPLORATION AND DEVELOPMENT LLC |
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This instrument was acknowledged before me on ________________________________, by ____________________________ as ________________________ of Comstock Exploration and Development LLC, a Nevada limited liability company.
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[Signature Page to Net Smelter Returns Royalty Deed and Agreement – 3 of 4]
| COMSTOCK INC. |
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This instrument was acknowledged before me on ________________________________, by ____________________________ as ________________________ of Comstock Inc., a Nevada corporation.
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[Signature Page to Net Smelter Returns Royalty Deed and Agreement – 4 of 4]
Schedule A – “NSR Properties”
Comstock Exploration and Development LLC
Fee Properties
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
008-061-08 | House/Comstock Lodes (surface) | Comstock Exploration and Development LLC | Fee | 1.93 | Lyon | 0% | None |
008-091-02 | Lot 276 | Comstock Exploration and Development LLC | Fee | 0.27 | Lyon | 0% | None |
008-091-07 | Lot 286 | Comstock Exploration and Development LLC | Fee | 1.07 | Lyon | 0% | None |
008-091-09 | Dayton Parcel | Comstock Exploration and Development LLC | Fee | 92.76 | Lyon | 0% | None |
008-101-27 | 1505 Dayton Toll Rd | Comstock Exploration and Development LLC | Fee | 3.50 | Lyon | 0% | None |
008-101-28 | 0 Dayton Toll Rd | Comstock Exploration and Development LLC | Fee | 0.54 | Lyon | 0% | None |
016-111-07 | Landfill | Comstock Exploration and Development LLC | Fee | 51.05 | Lyon | 2% | Decommissioning |
016-121-10 | Dondero 10 | Comstock Exploration and Development LLC | Fee | 2.90 | Lyon | 1.5% | Dondero |
016-121-11 | Dondero 11 | Comstock Exploration and Development LLC | Fee | 1.04 | Lyon | 1.5% | Dondero |
016-121-12 | Dondero 12 | Comstock Exploration and Development LLC | Fee | 0.08 | Lyon | 1.5% | Dondero |
016-121-22 | Dondero 22 | Comstock Exploration and Development LLC | Fee | 20.03 | Lyon | 1.5% | Dondero |
016-121-23 | Dondero 23 | Comstock Exploration and Development LLC | Fee | 20.00 | Lyon | 1.5% | Dondero |
016-121-24 | Dondero 24 | Comstock Exploration and Development LLC | Fee | 20.00 | Lyon | 1.5% | Dondero |
016-121-25 | Dondero 25 | Comstock Exploration and Development LLC | Fee | 20.00 | Lyon | 1.5% | Dondero |
016-121-26 | Wunderlich 1 | Comstock Exploration and Development LLC | Fee | 20.00 | Lyon | 0% | None |
016-121-27 | Wunderlich 2 | Comstock Exploration and Development LLC | Fee | 20.00 | Lyon | 0% | None |
016-121-28 | Wunderlich 3 | Comstock Exploration and Development LLC | Fee | 40.00 | Lyon | 0% | None |
016-121-29 | Wunderlich 4 | Comstock Exploration and Development LLC | Fee | 60.00 | Lyon | 0% | None |
016-121-30 | Wunderlich 5 | Comstock Exploration and Development LLC | Fee | 89.45 | Lyon | 0% | None |
016-121-32 | Hway wedge | Comstock Exploration and Development LLC | Fee | 3.00 | Lyon | 0% | None |
016-151-07 | Wunderlich 6 | Comstock Exploration and Development LLC | Fee | 124.04 | Lyon | 0% | None |
016-151-52 | S Comstock Tailings Par 4 | Comstock Exploration and Development LLC | Fee | 40.29 | Lyon | 0% | None |
016-151-55 | S Comstock Tailings Par 1 | Comstock Exploration and Development LLC | Fee | 40.83 | Lyon | 0% | None |
A-1
Patent Properties
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
008-091-09 | Alhambra | Comstock Exploration and Development LLC | Patent | 19.26 | Lyon | 0% | None |
008-091-09 | Cherokee | Comstock Exploration and Development LLC | Patent | 3.12 | Lyon | 0% | None |
008-091-09 | Dayton | Comstock Exploration and Development LLC | Patent | 11.02 | Lyon | 0% | None |
008-091-09 | Kossuth | Comstock Exploration and Development LLC | Patent | 37.10 | Lyon | 0% | None |
016-101-06m | Vulcan (minerals) | Comstock Exploration and Development LLC | Patent | 17.73 | Lyon | 0% | None |
016-101-08 | Comet | Comstock Exploration and Development LLC | Patent | 13.39 | Lyon | 2.5% | Genco |
016-101-08 | Comet N Ext (Lyon) | Comstock Exploration and Development LLC | Patent | 10.70 | Lyon | 2.5% | Genco |
016-101-08 | Lanzac | Comstock Exploration and Development LLC | Patent | 14.36 | Lyon | 2.5% | Genco |
016-111-02 | Brodek Consolidated | Comstock Exploration and Development LLC | Patent | 0.36 | Lyon | 2.5% | Genco |
016-111-02 | Golden Eagle | Comstock Exploration and Development LLC | Patent | 8.95 | Lyon | 2.5% | Genco |
016-111-02 | Northern Belle | Comstock Exploration and Development LLC | Patent | 8.90 | Lyon | 2.5% | Genco |
016-111-02 | Northern Belle No. 2 | Comstock Exploration and Development LLC | Patent | 6.02 | Lyon | 2.5% | Genco |
016-111-03 | Comet S Ext | Comstock Exploration and Development LLC | Patent | 11.04 | Lyon | 2.5% | Genco |
016-111-06 | Andrew | Comstock Exploration and Development LLC | Patent | 1.09 | Lyon | 2% | Decommissioning |
016-111-06 | Eva | Comstock Exploration and Development LLC | Patent | 18.93 | Lyon | 2% | Decommissioning |
016-111-06 | Golden Pick | Comstock Exploration and Development LLC | Patent | 21.54 | Lyon | 2% | Decommissioning |
016-111-06 | Harkin G. and S.M.Go. | Comstock Exploration and Development LLC | Patent | 19.47 | Lyon | 2% | Decommissioning |
016-111-06 | Haywood No.2 | Comstock Exploration and Development LLC | Patent | 21.53 | Lyon | 2% | Decommissioning |
016-111-06 | Monroe Mine | Comstock Exploration and Development LLC | Patent | 21.16 | Lyon | 2% | Decommissioning |
016-111-06 | Monroe No.2 | Comstock Exploration and Development LLC | Patent | 23.32 | Lyon | 2% | Decommissioning |
016-111-06 | Nevada | Comstock Exploration and Development LLC | Patent | 6.58 | Lyon | 2% | Decommissioning |
016-111-06 | San Jose | Comstock Exploration and Development LLC | Patent | 21.36 | Lyon | 2% | Decommissioning |
016-111-06 | Santiago | Comstock Exploration and Development LLC | Patent | 16.90 | Lyon | 2% | Decommissioning |
016-111-06 | Santiago No.2 | Comstock Exploration and Development LLC | Patent | 20.73 | Lyon | 2% | Decommissioning |
016-111-06 | Undine | Comstock Exploration and Development LLC | Patent | 6.17 | Lyon | 2% | Decommissioning |
016-111-09 | Amazon | Comstock Exploration and Development LLC | Patent | 7.04 | Lyon | 0% | None |
016-111-09 | Glasgow | Comstock Exploration and Development LLC | Patent | 17.84 | Lyon | 0% | None |
016-111-10 | Wonder Extension | Comstock Exploration and Development LLC | Patent | 20.18 | Lyon | 0% | None |
016-111-10 | Wonder Lode | Comstock Exploration and Development LLC | Patent | 18.96 | Lyon | 0% | None |
016-121-01 | Metropolitan | Comstock Exploration and Development LLC | Patent | 9.29 | Lyon | 0% | None |
016-121-02 | Diez-Senores (Gennessee) | Comstock Exploration and Development LLC | Patent | 18.33 | Lyon | 0% | None |
016-121-03 | Mammoth | Comstock Exploration and Development LLC | Patent | 13.77 | Lyon | 0% | None |
016-121-05 | Mooney & Whiteman | Comstock Exploration and Development LLC | Patent | 6.19 | Lyon | 0% | None |
A-2
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
016-151-22 | Old Daney | Comstock Exploration and Development LLC | Patent | 20.00 | Lyon | 0% | None |
119 | Montezuma | Comstock Exploration and Development LLC | Patent |
| Lyon | 0% | None |
1749 | Silver Central | Comstock Exploration and Development LLC | Patent |
| Lyon | 0% | None |
800-001-09 | Green (Lyon) | Comstock Exploration and Development LLC | Patent | 4.51 | Storey,Lyon | 2.15% | Obester 1 |
800-001-13 | St. Louis (Lyon) | Comstock Exploration and Development LLC | Patent | 0.60 | Storey | 2.15% | Obester 1 |
887 | Carson | Comstock Exploration and Development LLC | Patent |
| Lyon | 0% | None |
BLM Claims
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101300161 | Harlesk #3 | Comstock Exploration and Development LLC | Placer | 17.84 | Lyon | 0% | None |
NV101303566 | Harlesk #10 | Comstock Exploration and Development LLC | Placer | 19.89 | Lyon | 0% | None |
NV101347207 | Trio Claims | Comstock Exploration and Development LLC | Placer | 58.64 | Lyon | 0% | None |
NV101348790 | Harlesk #8 | Comstock Exploration and Development LLC | Placer | 17.38 | Lyon | 0% | None |
NV101357288 | Oest Frac 1 | Comstock Exploration and Development LLC | Lode | 0.15 | Lyon | 0% | None |
NV101357289 | Oest Frac 2 | Comstock Exploration and Development LLC | Lode | 0.28 | Lyon | 0% | None |
NV101357290 | Oest Frac 3 | Comstock Exploration and Development LLC | Lode | 0.36 | Lyon | 0% | None |
NV101367246 | Ghost 8 | Comstock Exploration and Development LLC | Lode | 2.32 | Lyon | 0% | None |
NV101367247 | Ghost 9 | Comstock Exploration and Development LLC | Lode | 1.09 | Lyon | 0% | None |
NV101367248 | Ghost 10 | Comstock Exploration and Development LLC | Lode | 9.71 | Lyon | 0% | None |
NV101367249 | Ghost 11 | Comstock Exploration and Development LLC | Lode | 6.68 | Lyon | 0% | None |
NV101401239 | SD Placer | Comstock Exploration and Development LLC | Placer | 42.82 | Lyon | 0% | None |
NV101429450 | Brandy | Comstock Exploration and Development LLC | Lode | 16.54 | Lyon | 2.5% | Genco |
NV101429451 | Great Republic | Comstock Exploration and Development LLC | Lode | 3.79 | Lyon | 2.5% | Genco |
NV101429452 | Homer | Comstock Exploration and Development LLC | Lode | 0.14 | Lyon | 2.5% | Genco |
NV101429453 | Lilly | Comstock Exploration and Development LLC | Lode | 8.30 | Lyon | 2.5% | Genco |
NV101429454 | OP-6 | Comstock Exploration and Development LLC | Lode | 13.60 | Lyon | 2.5% | Genco |
NV101429455 | OP-7 | Comstock Exploration and Development LLC | Lode | 1.53 | Lyon | 2.5% | Genco |
NV101429849 | Daney #1 | Comstock Exploration and Development LLC | Lode | 18.71 | Lyon | 0% | None |
NV101429850 | Daney #2 | Comstock Exploration and Development LLC | Lode | 20.67 | Lyon | 0% | None |
NV101429851 | Daney #3 | Comstock Exploration and Development LLC | Lode | 20.67 | Lyon | 0% | None |
NV101429852 | Daney #4 | Comstock Exploration and Development LLC | Lode | 20.67 | Lyon | 0% | None |
A-3
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101429853 | Daney #5 | Comstock Exploration and Development LLC | Lode | 20.67 | Lyon | 0% | None |
NV101429854 | Daney #6 | Comstock Exploration and Development LLC | Lode | 20.67 | Lyon | 0% | None |
NV101429855 | Daney #7 | Comstock Exploration and Development LLC | Lode | 18.74 | Lyon | 0% | None |
NV101454316 | Stangs Placer | Comstock Exploration and Development LLC | Placer | 37.89 | Lyon | 0% | None |
NV101460289 | Harlesk #7 | Comstock Exploration and Development LLC | Placer | 20.32 | Lyon | 0% | None |
NV101477390 | Star Placer | Comstock Exploration and Development LLC | Placer | 49.02 | Lyon | 0% | None |
NV101479029 | Wedge | Comstock Exploration and Development LLC | Lode | 0.00 | Lyon | 0% | None |
NV101490796 | Harlesk #9 | Comstock Exploration and Development LLC | Placer | 18.83 | Lyon | 0% | None |
NV101493928 | Mustang | Comstock Exploration and Development LLC | Placer | 43.31 | Lyon | 0% | None |
NV101494889 | Gold Star | Comstock Exploration and Development LLC | Placer | 78.32 | Lyon | 0% | None |
NV101495212 | Harlesk #5 | Comstock Exploration and Development LLC | Placer | 20.07 | Lyon | 0% | None |
NV101496754 | Nugget Placer | Comstock Exploration and Development LLC | Placer | 77.07 | Lyon | 0% | None |
NV101497565 | Harlesk #4 | Comstock Exploration and Development LLC | Placer | 4.48 | Lyon | 0% | None |
NV101499834 | Harlesk #6 | Comstock Exploration and Development LLC | Placer | 17.67 | Lyon | 0% | None |
NV101503790 | Plum Fraction 1 | Comstock Exploration and Development LLC | Lode | 6.56 | Lyon | 0% | None |
NV101503791 | Plum Fraction 2 | Comstock Exploration and Development LLC | Lode | 2.04 | Lyon | 0% | None |
NV101503792 | Plum Fraction 3 | Comstock Exploration and Development LLC | Lode | 1.49 | Lyon | 0% | None |
NV101503799 | Plum Fraction 12 | Comstock Exploration and Development LLC | Lode | 0.85 | Lyon | 0% | None |
NV101503843 | Plum Fraction 14 | Comstock Exploration and Development LLC | Lode | 1.20 | Lyon | 0% | None |
NV101503844 | Plum Fraction 15 | Comstock Exploration and Development LLC | Lode | 1.16 | Lyon | 0% | None |
NV101503845 | Plum Fraction 16 | Comstock Exploration and Development LLC | Lode | 9.68 | Lyon | 0% | None |
NV101523873 | Badger | Comstock Exploration and Development LLC | Placer | 181.43 | Lyon | 0% | None |
NV101527237 | DS Placer | Comstock Exploration and Development LLC | Placer | 80.51 | Lyon | 0% | None |
NV101540562 | Eldorado Lode | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101551613 | CK#1 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101551614 | CK#2 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101551615 | CK#3 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101551616 | CK#4 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101551617 | CK#5 | Comstock Exploration and Development LLC | Lode | 19.45 | Lyon | 0% | None |
NV101551618 | CK#6 | Comstock Exploration and Development LLC | Lode | 20.45 | Lyon | 0% | None |
NV101551619 | CK#7 | Comstock Exploration and Development LLC | Lode | 16.36 | Lyon | 0% | None |
NV101551620 | CK#8 | Comstock Exploration and Development LLC | Lode | 14.06 | Lyon | 0% | None |
NV101551621 | CK#9 | Comstock Exploration and Development LLC | Lode | 20.57 | Lyon | 0% | None |
A-4
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101552801 | CK#10 | Comstock Exploration and Development LLC | Lode | 3.36 | Lyon | 0% | None |
NV101552802 | CK#11 | Comstock Exploration and Development LLC | Lode | 4.87 | Lyon | 0% | None |
NV101552803 | CK#12 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101552804 | CK#13 | Comstock Exploration and Development LLC | Lode | 12.09 | Lyon | 0% | None |
NV101552805 | CK#14 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101552806 | CK#15 | Comstock Exploration and Development LLC | Lode | 18.88 | Lyon | 0% | None |
NV101552807 | CK#16 | Comstock Exploration and Development LLC | Lode | 13.48 | Lyon | 0% | None |
NV101552808 | CK#17 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101552809 | CK#18 | Comstock Exploration and Development LLC | Lode | 11.71 | Lyon | 0% | None |
NV101552810 | CK#19 | Comstock Exploration and Development LLC | Lode | 11.03 | Lyon | 0% | None |
NV101552811 | CK#21 | Comstock Exploration and Development LLC | Lode | 17.45 | Lyon | 0% | None |
NV101552812 | CK#22 | Comstock Exploration and Development LLC | Lode | 6.69 | Lyon | 0% | None |
NV101552813 | CK#23 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101552814 | CK#24 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101552815 | CK#25 | Comstock Exploration and Development LLC | Lode | 17.26 | Lyon | 0% | None |
NV101552816 | CK#26 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101552817 | CK#27 | Comstock Exploration and Development LLC | Lode | 14.65 | Lyon | 0% | None |
NV101552818 | CK#28 | Comstock Exploration and Development LLC | Lode | 16.42 | Lyon | 0% | None |
NV101552819 | CK#29 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV101552820 | CK#30 | Comstock Exploration and Development LLC | Lode | 15.32 | Lyon | 0% | None |
NV101604606 | Harlesk #2 | Comstock Exploration and Development LLC | Placer | 19.74 | Lyon | 0% | None |
NV101608323 | EZ Placer | Comstock Exploration and Development LLC | Placer | 57.82 | Lyon | 0% | None |
NV101608757 | Stans Placer | Comstock Exploration and Development LLC | Placer | 40.51 | Lyon | 0% | None |
NV101621590 | Harlesk 100 | Comstock Exploration and Development LLC | Placer | 6.20 | Lyon | 0% | None |
NV101621591 | Harlesk 101 | Comstock Exploration and Development LLC | Placer | 21.63 | Lyon | 0% | None |
NV101621592 | Harlesk 102 | Comstock Exploration and Development LLC | Placer | 17.37 | Lyon | 0% | None |
NV101621593 | Harlesk 103 | Comstock Exploration and Development LLC | Placer | 19.68 | Lyon | 0% | None |
NV101624489 | Crystal Granite | Comstock Exploration and Development LLC | Lode | 12.42 | Lyon | 1 | Pedlar |
NV101674900 | Comstock Lode 142 | Comstock Exploration and Development LLC | Lode | 14.01 | Lyon | 0% | None |
NV101674902 | Comstock Lode 144 | Comstock Exploration and Development LLC | Lode | 8.01 | Lyon | 0% | None |
NV101675875 | Comstock Lode 146 | Comstock Exploration and Development LLC | Lode | 5.42 | Lyon,Storey | 0% | None |
NV101675877 | Comstock Lode 148 | Comstock Exploration and Development LLC | Lode | 12.99 | Lyon,Storey | 0% | None |
NV101675879 | Comstock Lode 150 | Comstock Exploration and Development LLC | Lode | 1.97 | Lyon,Storey | 0% | None |
A-5
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101730825 | Harlesk #1 | Comstock Exploration and Development LLC | Placer | 4.42 | Lyon | 0% | None |
NV101759633 | Peach | Comstock Exploration and Development LLC | Lode | 14.11 | Lyon | 0% | None |
NV101782736 | Harley | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782737 | Honey 1 | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782738 | Honey 2 | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782739 | Honey 3 | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782740 | Honey 4 | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782741 | Kapow | Comstock Exploration and Development LLC | Lode | 0.00 | Lyon | 0% | None |
NV101782742 | Ollie 2 | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782743 | Ollie 3 | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782744 | Ollie 4 | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782745 | Ollie 5 | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782746 | Ollie 6 | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782747 | Stagecoach | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782748 | Thunder | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101782749 | Flash | Comstock Exploration and Development LLC | Placer | 0.00 | Lyon | 0% | None |
NV101856402 | Emma Nevada | Comstock Exploration and Development LLC | Lode | 19.31 | Lyon | 0% | None |
NV105285784 | Fifty Dollar Gold | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV105285785 | Nevada | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV105285786 | Mooney & Whitman Fraction | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV105285787 | Rising Sun | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV105285788 | Arrowhead | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV105285789 | Nevada #3 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV105285790 | Nevada #2 | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
NV105285791 | Mooney & Whitman Extension | Comstock Exploration and Development LLC | Lode | 20.66 | Lyon | 0% | None |
A-6
Comstock Mining LLC
Fee Properties
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
002-112-02 | Lot 40 | Comstock Mining LLC | Fee | 1.64 | Storey | 0% | None |
002-112-02 | Lot 41 | Comstock Mining LLC | Fee | 1.96 | Storey | 0% | None |
002-112-02 | Lot 42 | Comstock Mining LLC | Fee | 1.59 | Storey | 0% | None |
002-122-02 | D-8 Lot 47-50 & 52 | Comstock Mining LLC | Fee | 3.44 | Storey | 0% | None |
002-141-03 | Lot 33 | Comstock Mining LLC | Fee | 1.93 | Storey | 0% | None |
002-141-07 | 2586 Keystone Circle Vacant Lot | Comstock Mining LLC | Fee | 1.25 | Storey | 0% | None |
002-141-15 | Lot 27 D | Comstock Mining LLC | Fee | 14.62 | Storey | 0% | None |
002-141-16 | Lot 30 | Comstock Mining LLC | Fee | 2.97 | Storey | 0% | None |
002-141-16 | Lot 31 | Comstock Mining LLC | Fee | 0.86 | Storey | 0% | None |
002-141-16 | Lot 32, Pt Lot 33 | Comstock Mining LLC | Fee | 5.87 | Storey | 0% | None |
002-142-01 | Lot 53-54, N 1/2 Lot 55 | Comstock Mining LLC | Fee | 1.46 | Storey | 0% | None |
002-142-03 | Lot 57 | Comstock Mining LLC | Fee | 1.49 | Storey | 0% | None |
002-151-01 | Lot 34 | Comstock Mining LLC | Fee | 1.80 | Storey | 0% | None |
002-161-01 | Lot 37 | Comstock Mining LLC | Fee | 0.37 | Storey | 0% | None |
002-161-01 | Lot 38 | Comstock Mining LLC | Fee | 0.32 | Storey | 0% | None |
002-161-01 | Lot 39 | Comstock Mining LLC | Fee | 0.79 | Storey | 0% | None |
002-161-01 | Lot 40 | Comstock Mining LLC | Fee | 0.23 | Storey | 0% | None |
002-161-01 | Lot 41 | Comstock Mining LLC | Fee | 0.23 | Storey | 0% | None |
002-161-01 | Lot 42 | Comstock Mining LLC | Fee | 1.18 | Storey | 0% | None |
002-161-01 | Lot 43 | Comstock Mining LLC | Fee | 0.69 | Storey | 0% | None |
002-161-01 | Lot 44 | Comstock Mining LLC | Fee | 0.21 | Storey | 0% | None |
002-161-01 | Lot 45 | Comstock Mining LLC | Fee | 0.19 | Storey | 0% | None |
002-161-01 | Lot 46 | Comstock Mining LLC | Fee | 1.72 | Storey | 0% | None |
002-121-01 | Lot 16 | Comstock Mining LLC | Fee | 0.56 | Storey | 1% | Mackay |
002-121-01 | Lot 17 | Comstock Mining LLC | Fee | 2.58 | Storey | 1% | Mackay |
002-121-01 | Lot 19 | Comstock Mining LLC | Fee | 2.01 | Storey | 1% | Mackay |
002-121-01 | Lot 20 | Comstock Mining LLC | Fee | 0.38 | Storey | 1% | Mackay |
002-121-01 | Lot 21 | Comstock Mining LLC | Fee | 0.27 | Storey | 1% | Mackay |
002-121-01 | Lot 22 | Comstock Mining LLC | Fee | 0.59 | Storey | 1% | Mackay |
002-122-01 | D-8 Lot 43 | Comstock Mining LLC | Fee | 1.68 | Storey | 1% | Mackay |
A-7
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
002-122-01 | D-8 Lot 43.5 | Comstock Mining LLC | Fee | 0.08 | Storey | 1% | Mackay |
002-122-01 | D-8 Lot 44 | Comstock Mining LLC | Fee | 1.24 | Storey | 1% | Mackay |
002-122-01 | D-8 Lot 45 | Comstock Mining LLC | Fee | 0.76 | Storey | 1% | Mackay |
002-122-01 | D-8 Lot 46 | Comstock Mining LLC | Fee | 0.57 | Storey | 1% | Mackay |
002-131-01 | Lot 51 | Comstock Mining LLC | Fee | 25.76 | Storey | 0% | None |
002-142-02 | Lot 56, S 40’ Lot 55 | Comstock Mining LLC | Fee | 0.44 | Storey | 1% | Mackay |
002-151-02 | Lot 36 | Comstock Mining LLC | Fee | 4.49 | Storey | 1% | Mackay |
002-151-05 | Lot 35 | Comstock Mining LLC | Fee | 0.56 | Storey | 1% | Mackay |
Patent Properties
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
800-000-91 | Niagara (surface) | Comstock Mining LLC | Patent | 2.63 | Storey | 1% | Mackay/Donovan |
800-000-92 | South Comstock | Comstock Mining LLC | Patent | 12.12 | Storey,Lyon | 1% | Mackay/Donovan |
800-000-93 | Tarto | Comstock Mining LLC | Patent | 0.79 | Storey | 1.5% | Donovan |
800-000-94 | Hartford | Comstock Mining LLC | Patent | 15.04 | Storey | 1.5% | Donovan |
800-000-95 | Succor | Comstock Mining LLC | Patent | 4.79 | Storey | 1.5% | Donovan |
800-000-96 | Olympia | Comstock Mining LLC | Patent | 5.62 | Storey | 1.5% | Donovan |
800-000-97 | Hardluck | Comstock Mining LLC | Patent | 6.20 | Storey | 1.5% | Donovan |
800-000-98 | Friendship | Comstock Mining LLC | Patent | 4.54 | Storey | 1.5% | Donovan |
800-000-99 | Brown | Comstock Mining LLC | Patent | 2.82 | Storey | 1.5% | Donovan |
800-001-08 | St. Louis | Comstock Mining LLC | Patent | 6.78 | Storey | 2.15% | Obester 1 |
800-001-09 | Green | Comstock Mining LLC | Patent | 6.27 | Storey,Lyon | 2.15% | Obester 1 |
800-001-11 | Echo | Comstock Mining LLC | Patent | 6.92 | Storey | 2.15% | Obester 1 |
800-001-12 | Lucerne | Comstock Mining LLC | Patent | 8.37 | Storey | 2.15% | Obester 1 |
800-002-71 | Billie the Kid | Comstock Mining LLC | Patent | 15.97 | Storey,Lyon | 2.15% | Obester 1 |
800-002-72 | Comet N Ext | Comstock Mining LLC | Patent | 1.78 | Storey | 2.5% | Genco |
800-000-77 | South Comstock (surface) | Comstock Mining LLC | Patent | 12.12 | Storey,Lyon | 1% | Mackay/Donovan |
800-000-78 | Holman | Comstock Mining LLC | Patent | 8.87 | Storey | 1% | Mackay |
800-000-79 | Niagara | Comstock Mining LLC | Patent | 2.63 | Storey | 1% | Mackay/Donovan |
800-000-80 | White | Comstock Mining LLC | Patent | 11.89 | Storey | 1% | Mackay |
800-000-81 | Cliffhouse | Comstock Mining LLC | Patent | 16.88 | Storey/Lyon | 1% | Mackay |
800-000-82 | Black Bird | Comstock Mining LLC | Patent | 11.02 | Storey | 1% | Mackay |
A-8
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
800-000-83 | South Alamo | Comstock Mining LLC | Patent | 9.41 | Storey | 1% | Mackay |
800-000-84 | East Alamo Ledge | Comstock Mining LLC | Patent | 11.95 | Storey | 1% | Mackay |
800-000-85 | Corey Jay Boer | Comstock Mining LLC | Patent | 7.41 | Storey | 1% | Mackay |
800-000-86 | Bells Hill (Lager Beer #1) | Comstock Mining LLC | Patent | 3.96 | Storey | 1% | Mackay |
800-000-86 | German (Lager Beer #2) | Comstock Mining LLC | Patent | 3.42 | Storey | 1% | Mackay |
800-000-87 | Sebastopol | Comstock Mining LLC | Patent | 0.75 | Storey | 1% | Mackay |
800-000-88 | Wedge | Comstock Mining LLC | Patent | 1.27 | Storey | 1% | Mackay |
800-000-90 | Overland | Comstock Mining LLC | Patent | 0.51 | Storey | 1% | Mackay |
800-001-14 | Justice | Comstock Mining LLC | Patent | 19.22 | Storey | 1% | Mackay |
800-001-15 | Woodville | Comstock Mining LLC | Patent | 5.32 | Storey | 1% | Mackay |
800-001-16 | Keystone Comstock | Comstock Mining LLC | Patent | 12.12 | Storey | 1% | Mackay |
800-001-17 | Memphis | Comstock Mining LLC | Patent | 13.04 | Storey | 1% | Mackay |
800-001-18 | Chonta Lode | Comstock Mining LLC | Patent | 7.50 | Storey | 1% | Mackay |
800-001-19 | Front Lode N | Comstock Mining LLC | Patent | 1.62 | Storey | 1% | Mackay |
800-001-19 | Front Lode S | Comstock Mining LLC | Patent | 8.79 | Storey | 1% | Mackay |
BLM Claims
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101357279 | KC Frac | Comstock Mining LLC | Lode | 0.09 | Storey | 0% | None |
NV101357280 | Arastr Frac 1 | Comstock Mining LLC | Lode | 0.09 | Storey | 0% | None |
NV101357281 | Arastr Frac 2 | Comstock Mining LLC | Lode | 0.07 | Storey | 0% | None |
NV101357282 | Arastr Frac 3 | Comstock Mining LLC | Lode | 0.02 | Storey | 0% | None |
NV101357283 | Arastr Frac 4 | Comstock Mining LLC | Lode | 0.22 | Storey | 0% | None |
NV101357284 | Arastr Frac 5 | Comstock Mining LLC | Lode | 0.02 | Storey | 0% | None |
NV101357285 | Arastr Frac 6 | Comstock Mining LLC | Lode | 0.01 | Storey | 0% | None |
NV101357286 | Arastr Frac 7 | Comstock Mining LLC | Lode | 0.00 | Storey | 0% | None |
NV101357287 | DG Frac | Comstock Mining LLC | Lode | 0.55 | Storey,Lyon | 0% | None |
NV101366420 | Ghost 1 | Comstock Mining LLC | Lode | 20.67 | Storey | 0% | None |
NV101366421 | Ghost 2 | Comstock Mining LLC | Lode | 20.67 | Storey | 0% | None |
NV101366422 | Ghost 3 | Comstock Mining LLC | Lode | 15.52 | Storey | 0% | None |
NV101367242 | Ghost 4 | Comstock Mining LLC | Lode | 16.94 | Storey | 0% | None |
NV101367243 | Ghost 5 | Comstock Mining LLC | Lode | 12.00 | Storey | 0% | None |
A-9
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101367244 | Ghost 6 | Comstock Mining LLC | Lode | 13.35 | Storey | 0% | None |
NV101367245 | Ghost 7 | Comstock Mining LLC | Lode | 8.29 | Storey,Lyon | 0% | None |
NV101405655 | Hartford Lucerne Fraction | Comstock Mining LLC | Lode | 0.82 | Storey | 1.5% | Donovan |
NV101451968 | Cliff House Fraction | Comstock Mining LLC | Lode | 2.69 | Storey | 1.5% | Donovan |
NV101455557 | Green St. Louis Fraction | Comstock Mining LLC | Lode | 3.04 | Storey,Lyon | 1.5% | Donovan |
NV101477668 | New Deal Fraction | Comstock Mining LLC | Lode | 3.84 | Storey | 1.5% | Donovan |
NV101478571 | Vindicator #8 | Comstock Mining LLC | Lode | 6.21 | Storey,Lyon | 1.5% | Donovan |
NV101479878 | S Comstock St Louis | Comstock Mining LLC | Lode | 0.57 | Storey | 1.5% | Donovan |
NV101494533 | Echo St Louis Fraction | Comstock Mining LLC | Lode | 0.25 | Storey | 1.5% | Donovan |
NV101503793 | Plum Fraction 6 | Comstock Mining LLC | Lode | 0.40 | Storey | 0% | None |
NV101503794 | Plum Fraction 7 | Comstock Mining LLC | Lode | 0.04 | Storey | 0% | None |
NV101503795 | Plum Fraction 8 | Comstock Mining LLC | Lode | 0.18 | Storey | 0% | None |
NV101503796 | Plum Fraction 9 | Comstock Mining LLC | Lode | 1.68 | Storey | 0% | None |
NV101503797 | Plum Fraction 10 | Comstock Mining LLC | Lode | 5.19 | Storey | 0% | None |
NV101503798 | Plum Fraction 11 | Comstock Mining LLC | Lode | 0.55 | Storey | 0% | None |
NV101503800 | Plum Fraction 13 | Comstock Mining LLC | Lode | 0.40 | Storey,Lyon | 0% | None |
NV101506901 | Justice Lucerne Fraction | Comstock Mining LLC | Lode | 1.61 | Storey | 1.5% | Donovan |
NV101508254 | Justice Woodville Fraction | Comstock Mining LLC | Lode | 3.08 | Storey | 1.5% | Donovan |
NV101516974 | Comstock Lode 169 | Comstock Mining LLC | Lode | 1.37 | Storey | 0% | None |
NV101516975 | Comstock Lode 172 | Comstock Mining LLC | Lode | 12.44 | Storey | 0% | None |
NV101516979 | Comstock Lode 176 | Comstock Mining LLC | Lode | 15.12 | Storey | 0% | None |
NV101526925 | Hartford St. Louis Fraction | Comstock Mining LLC | Lode | 1.88 | Storey | 1.5% | Donovan |
NV101527003 | Hartford South Extension | Comstock Mining LLC | Lode | 1.49 | Storey | 1.5% | Donovan |
NV101575861 | Lee #8 | Comstock Mining LLC | Lode | 3.88 | Storey | 0% | None |
NV101575862 | Lee #9 | Comstock Mining LLC | Lode | 14.60 | Storey | 0% | None |
NV101621536 | Comstock 119 | Comstock Mining LLC | Lode | 3.65 | Storey | 0% | None |
NV101621537 | Comstock 120 | Comstock Mining LLC | Lode | 1.49 | Storey | 0% | None |
NV101621976 | Comstock 125 | Comstock Mining LLC | Lode | 15.20 | Storey | 0% | None |
NV101621977 | Comstock 126 | Comstock Mining LLC | Lode | 2.96 | Storey | 0% | None |
NV101621978 | Comstock 127 | Comstock Mining LLC | Lode | 6.73 | Storey | 0% | None |
NV101621979 | Comstock 128 | Comstock Mining LLC | Lode | 1.28 | Storey | 0% | None |
NV101653069 | Plum | Comstock Mining LLC | Lode | 13.33 | Storey | 0% | None |
NV101655307 | Omaha Fraction #1 | Comstock Mining LLC | Lode | 6.99 | Storey | 0% | None |
A-10
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101655308 | Omaha Fraction #2 | Comstock Mining LLC | Lode | 0.98 | Storey | 0% | None |
NV101655309 | Omaha Fraction #3 | Comstock Mining LLC | Lode | 20.67 | Storey | 0% | None |
NV101655310 | Omaha Fraction #4 | Comstock Mining LLC | Lode | 0.20 | Storey | 0% | None |
NV101655927 | Omaha Fraction #5 | Comstock Mining LLC | Lode | 0.23 | Storey | 0% | None |
NV101655928 | Omaha Fraction #6 | Comstock Mining LLC | Lode | 1.88 | Storey | 0% | None |
NV101655929 | Omaha Fraction #7 | Comstock Mining LLC | Lode | 1.01 | Storey | 0% | None |
NV101655930 | Omaha Fraction #8 | Comstock Mining LLC | Lode | 0.17 | Storey | 0% | None |
NV101655931 | Omaha Fraction #9 | Comstock Mining LLC | Lode | 3.23 | Storey | 0% | None |
NV101655932 | Omaha Fraction #10 | Comstock Mining LLC | Lode | 3.77 | Storey | 0% | None |
NV101655938 | Omaha Fraction #18 | Comstock Mining LLC | Lode | 1.34 | Storey | 0% | None |
NV101673942 | Comstock Lode 119 | Comstock Mining LLC | Lode | 18.05 | Storey | 0% | None |
NV101673943 | Comstock Lode 120 | Comstock Mining LLC | Lode | 0.39 | Storey | 0% | None |
NV101751613 | Big Mike | Comstock Mining LLC | Lode | 18.03 | Storey | 1.5% | Donovan |
NV101824433 | Lee #5 | Comstock Mining LLC | Lode | 1.49 | Storey | 0% | None |
NV101824434 | Lee #2 | Comstock Mining LLC | Lode | 19.10 | Storey | 0% | None |
NV101824435 | Lee #3 | Comstock Mining LLC | Lode | 4.55 | Storey | 0% | None |
NV101828564 | Comstock #1 | Comstock Mining LLC | Lode | 12.99 | Storey | 0% | None |
NV101828565 | Comstock #2 | Comstock Mining LLC | Lode | 13.33 | Storey | 0% | None |
NV101828566 | Comstock #3 | Comstock Mining LLC | Lode | 7.36 | Storey | 0% | None |
NV101828571 | Comstock #12 | Comstock Mining LLC | Lode | 20.66 | Storey | 0% | None |
NV101828572 | Comstock #13 | Comstock Mining LLC | Lode | 16.54 | Storey | 0% | None |
NV101828576 | Comstock #17 | Comstock Mining LLC | Lode | 17.37 | Storey | 0% | None |
NV101828577 | Comstock #18 | Comstock Mining LLC | Lode | 13.01 | Storey | 0% | None |
A-11
Comstock Processing LLC
Fee Properties
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
004-331-08 | Texas | Comstock Processing LLC | Fee | 40.00 | Storey | 0% | None |
004-331-19 | Baltimore Patent Homesite | Comstock Processing LLC | Fee | 8.95 | Storey | 0% | None |
004-331-22 | Salzwimmer 79 Acres | Comstock Processing LLC | Fee | 79.61 | Storey | 0% | None |
004-331-27 | Salzwimmer House & “Barn” | Comstock Processing LLC | Fee | 11.01 | Storey | 0% | None |
004-331-28 | Salzwimmer House & “Barn” | Comstock Processing LLC | Fee | 3.47 | Storey | 0% | None |
004-331-36 | American Flat Process Site | Comstock Processing LLC | Fee | 76.84 | Storey | 0% | None |
004-331-37 | American Flat Process Site | Comstock Processing LLC | Fee | 4.66 | Storey | 0% | None |
004-331-40 | Texas | Comstock Processing LLC | Fee | 134.52 | Storey | 0% | None |
016-091-33 | Texas | Comstock Processing LLC | Fee | 31.85 | Lyon | 0% | None |
Patent Properties
Parcel No | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
800-002-06 | Baltimore Patent Pcl 1 | Comstock Processing LLC | Patent | 8.95 | Storey | 0% | None |
800-002-10 | Ledge No 2 | Comstock Processing LLC | Patent | 10.20 | Storey | 0% | None |
800-002-22 | Baltimore Patent Pcl 3 | Comstock Processing LLC | Patent | 9.00 | Storey | 0% | None |
800-002-38 | Baltimore Patent Pcl 2 | Comstock Processing LLC | Patent | 8.94 | Storey | 0% | None |
800-002-45 | Baltimore Patent Pcl 4 | Comstock Processing LLC | Patent | 7.53 | Storey | 0% | None |
BLM Claims
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101490197 | CMI MillSite #1 | Comstock Processing LLC | Mill | 0.38 | Storey | 0% | None |
NV101621980 | Comstock 129 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101621981 | Comstock 130 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101621982 | Comstock 131 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101621983 | Comstock 132 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101621984 | Comstock 133 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101621985 | Comstock 134 | Comstock Processing LLC | Lode | 20.67 | Lyon,Storey | 0% | None |
NV101621986 | Comstock 135 | Comstock Processing LLC | Lode | 20.67 | Lyon,Storey | 0% | None |
NV101621987 | Comstock 136 | Comstock Processing LLC | Lode | 20.67 | Storey,Lyon | 0% | None |
A-12
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101622001 | Comstock 137 | Comstock Processing LLC | Lode | 20.67 | Storey,Lyon | 0% | None |
NV101622002 | Comstock 138 | Comstock Processing LLC | Lode | 20.67 | Storey,Lyon | 0% | None |
NV101622003 | Comstock 139 | Comstock Processing LLC | Lode | 14.36 | Storey | 0% | None |
NV101622004 | Comstock 140 | Comstock Processing LLC | Lode | 18.34 | Storey | 0% | None |
NV101622005 | Comstock 141 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101622006 | Comstock 142 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101673944 | Comstock Lode 121 | Comstock Processing LLC | Lode | 6.80 | Storey | 0% | None |
NV101673945 | Comstock Lode 122 | Comstock Processing LLC | Lode | 17.93 | Storey | 0% | None |
NV101673946 | Comstock Lode 123 | Comstock Processing LLC | Lode | 3.79 | Storey | 0% | None |
NV101673947 | Comstock Lode 124 | Comstock Processing LLC | Lode | 20.66 | Storey | 0% | None |
NV101674883 | Comstock Lode 125 | Comstock Processing LLC | Lode | 13.54 | Storey | 0% | None |
NV101674884 | Comstock Lode 126 | Comstock Processing LLC | Lode | 20.69 | Storey | 0% | None |
NV101674885 | Comstock Lode 127 | Comstock Processing LLC | Lode | 14.49 | Storey | 0% | None |
NV101674886 | Comstock Lode 128 | Comstock Processing LLC | Lode | 9.95 | Storey | 0% | None |
NV101674887 | Comstock Lode 129 | Comstock Processing LLC | Lode | 2.42 | Storey | 0% | None |
NV101674888 | Comstock Lode 130 | Comstock Processing LLC | Lode | 0.76 | Storey | 0% | None |
NV101674889 | Comstock Lode 131 | Comstock Processing LLC | Lode | 1.64 | Storey | 0% | None |
NV101674890 | Comstock Lode 132 | Comstock Processing LLC | Lode | 6.91 | Storey | 0% | None |
NV101674891 | Comstock Lode 133 | Comstock Processing LLC | Lode | 15.84 | Storey | 0% | None |
NV101674892 | Comstock Lode 134 | Comstock Processing LLC | Lode | 14.92 | Storey | 0% | None |
NV101674893 | Comstock Lode 135 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101674894 | Comstock Lode 136 | Comstock Processing LLC | Lode | 18.57 | Storey | 0% | None |
NV101674895 | Comstock Lode 137 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101674896 | Comstock Lode 138 | Comstock Processing LLC | Lode | 9.10 | Storey | 0% | None |
NV101674897 | Comstock Lode 139 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101674898 | Comstock Lode 140 | Comstock Processing LLC | Lode | 6.86 | Storey | 0% | None |
NV101674899 | Comstock Lode 141 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101674901 | Comstock Lode 143 | Comstock Processing LLC | Lode | 20.66 | Storey | 0% | None |
NV101674903 | Comstock Lode 145 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101675876 | Comstock Lode 147 | Comstock Processing LLC | Lode | 20.67 | Storey | 0% | None |
NV101675878 | Comstock Lode 149 | Comstock Processing LLC | Lode | 20.47 | Storey | 0% | None |
NV101675880 | Comstock Lode 151 | Comstock Processing LLC | Lode | 14.57 | Storey | 0% | None |
NV101844435 | MS 38 B | Comstock Processing LLC | Lode | 1.82 | Storey | 0% | None |
A-13
BLM Serial | Description | Current Owner | Type | Acres | County | Underlying NSR % | Underlying Royalty Owner |
NV101844436 | MS 38 C | Comstock Processing LLC | Lode | 6.30 | Storey | 0% | None |
NV101844437 | MS 38 D | Comstock Processing LLC | Lode | 4.38 | Storey | 0% | None |
NV101844438 | MS 38 E | Comstock Processing LLC | Lode | 9.90 | Storey | 0% | None |
A-14
Exhibit 10.3
APNs:
When Recorded Mail To:
Comstock Inc.
117 American Flat Road
P.O. Box 1118
Virginia City, Nevada 89440
The party executing this document hereby affirms
that this document submitted for recording does
not contain the social security number of a person
or persons as required by NRS 239B.030.
DEED OF TRUST
AND ASSIGNMENT OF RENTS
THIS DEED OF TRUST AND ASSIGNMENT OF RENTS, made this ___ day of ___________________, 2026, by and between Comstock Mining LLC, a Nevada limited liability company, hereinafter referred to as “Trustor,” Ticor Title of Nevada, Inc., a Nevada corporation, in its capacity as trustee hereunder, hereinafter referred to as “Trustee,” and Comstock Inc., a Nevada corporation, hereinafter referred to as “Beneficiary”.
W I T N E S S E T H:
That the Trustor does hereby grant, bargain, sell and convey unto the Trustee in trust with power of sale all that certain real property together with any and all appurtenant rights, including mineral rights and mineral patents, situated in Storey County, State of Nevada, more particularly described on Exhibit “A” attached hereto and incorporated herein by this reference.
AND ALSO, all the estate, interest, homestead and other claim, in law and in equity, which the Trustor now has or may hereafter acquire in and to said property.
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TOGETHER with all and singular the tenements, hereditaments and appurtenances thereunto belonging or in any wise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon the Beneficiary to collect and apply such rents, issues and profits; and also all the estate, right, title and interest, homestead or other claim or demand, as well in law as in equity, which the Trustor now has or hereafter may acquire of, in, and to the said property, or any part thereof, with the appurtenances; and all of the water rights if any, whether surface or underground, certificated, adjudicated or decreed, together with all of means, methods, structure and devices for diversion to beneficial use of the appurtenant water rights.
TO HAVE AND TO HOLD the same unto the said Trustee and its successors, upon the trusts hereinafter expressed, for the purpose of securing the following:
FIRST: As security for the payment of an indebtedness of Mackay Precious Metals Inc., a Delaware corporation, in the sum of Seven Million and 00/100 Dollars ($7,000,000.00) in lawful money of the United States of America, as further described as the “Second Tranche Payment” in that certain Securities Purchase Agreement dated _____________________, 2026 or such amount as may have been advanced, with interest thereon in like lawful money and such other obligations with expenses and counsel fees according to the terms of and evidenced by Securities Purchase Agreement, referenced above, for said sum of even date herewith executed and delivered by Trustor, to the Beneficiary.
SECOND: The expenses and costs incurred or paid by Beneficiary or Trustee in preservation or enforcement of the rights and remedies of Beneficiary and the duties and liabilities of Trustor hereunder, including, but not limited to, attorneys’ fees, court costs, witness fees, expert witness fees, collection costs, and costs and expenses paid by Beneficiary or Trustee in performing for Trustor’s account any obligations of Trustor or to collect the rents or prevent waste or to preserve the priority and rights of Beneficiary’s interests in a bankruptcy proceeding.
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The Trust created by this instrument is irrevocable by the Trustor.
AND THIS INDENTURE FURTHER WITNESSETH:
1. REPAIRS, MAINTENANCE, WASTE, LIENS AND ENCUMBRANCES: The Trustor promises to maintain the said property in good standing and in reasonable condition for the uses to which said property is put by Trustor; to properly maintain and protect all appurtenant water rights; to maintain all buildings, improvements and fixtures in the condition in which they are found as of the date hereof, ordinary wear and tear excepted; to pay, when due, all claims for labor performed and for materials furnished therefor; to comply with all laws, ordinances and regulations with reference to any alterations or improvements made thereon; not to commit or permit any undue waste or deterioration of said property; to pay, when due, all taxes, assessments, penalties and levies affecting said property and any costs or penalties thereon; to pay when due, all leases, mortgages, deeds of trust and other encumbrances created by Trustor which are or appear to be a lien or a charge upon the property, or any part thereof, either prior or subordinate to this deed of trust.
2. INSURANCE: Trustor covenants to keep all buildings and improvements that may now or at any time be on said property during the continuance of this trust, insured against loss by fire, with coverage in a reasonable amount commensurate with the value of such buildings and improvements.
All insurance policies provided pursuant to this paragraph shall name Beneficiary as a mortgagee and loss payee as its interest appears, shall be with a company or companies authorized to issue such insurance in the State of Nevada rated “A” or better in the “Best’s Ratings” book approved by Beneficiary and shall provide thirty (30) days’ written notice to Beneficiary prior to policy cancellation or modification.
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3. DEFAULT: Trustor promises and agrees that upon the happening of any one of the following events, and provided that Trustor does not diligently begin to cure such event of default within ten (10) days after receipt of written notice thereof from Beneficiary, Beneficiary, at its option, may declare all sums and obligations secured hereby immediately due and payable without demand or notice, irrespective of the maturity dates expressed therein, and Beneficiary or Trustee may record a notice of such breach or default and elect to cause said property to be sold to satisfy the indebtedness and obligations secured hereby:
a. If default be made in the payment when due of any installment of principal or interest, or obligation as provided herein, or in the performance of any of the covenants, promises or agreements contained in this Deed of Trust and Assignment of Rents; or
b. Trustor becomes insolvent or makes a general assignment for the benefit of creditors, or consents to or applies for the appointment of a trustee or receiver for the property encumbered hereby, or any part thereof; or
c. If a trustee or receiver is appointed for said property or any part thereof; or
d. IN THE EVENT THE REAL PROPERTY ENCUMBERED BY THIS DEED OF TRUST AND ASSIGNMENT OF RENTS, OR ANY PART THEREOF, OR ANY INTEREST THEREIN, IS SOLD, AGREED TO BE SOLD BY CONTRACT OF SALE OR OTHERWISE CONVEYED OR ALIENATED BY TRUSTOR TO AN UNAFFILIATED THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF BENEFICIARY; OR
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e. IF TRUSTOR SHALL BE DIVESTED OF TITLE TO SAID REAL PROPERTY SECURING THIS OBLIGATION OR ANY PART THEREOF, IN ANY MANNER OR WAY, WHETHER VOLUNTARILY OR INVOLUNTARILY, OR BY THE OPERATION OF LAW OR OTHERWISE; OR
f. If a proceeding be either voluntarily or involuntarily instituted for reorganization of Trustor or for any other debtor relief provided for by the United States Bankruptcy Code, whether filed by or against Trustor, the obligations under this deed of trust are automatically accelerated without further action by Beneficiary or Trustee. In the event of such a proceeding, no notice from Beneficiary must be provided to Trustor prior to recording a notice of such default and electing to cause said property to be sold.
Any notice of violation or similar notice from the Storey or other jurisdiction with regard to the condition of or activity on the real property encumbered by this Deed of Trust and Assignments of Rents prior to the date hereof shall not amount to a default under this Deed of Trust.
4. INSPECTION OF PROPERTY: Beneficiary or its collection agent shall have access to and the right to inspect said property at all reasonable times upon reasonable prior notice to Trustor.
5. EMINENT DOMAIN: If the above‑described property, or any portion thereof, be condemned under any power of eminent domain or acquired for any public use or quasi‑public use, the damages, proceeds and consideration for such acquisition to the extent of the full amount of indebtedness secured hereby remaining unpaid, are hereby irrevocably assigned by Trustor to Beneficiary, and shall be paid forthwith to Beneficiary, to be applied to such indebtedness.
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6. COMPLIANCE WITH LAW: Without limiting any other provision contained herein relating to the same or similar matters as hereinafter set forth, Trustor covenants and agrees to observe and comply with all applicable federal, state, and local statutes, ordinances, regulations, orders, and restrictions.
7. ASSIGNMENT OF RENTS: As a portion of the security hereunder, Trustor hereby assigns and gives to and confers upon the Trustee and Beneficiary the right, title and interest and, during the continuance of these trusts, to collect the rents, issues and profits of the property encumbered by this deed of trust, with or without taking possession of the property affected hereby, and further assigns to Beneficiary all right, title and interest in and to any and all leases now or hereafter on or affecting the encumbered property, reserving unto the Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby, or in the performance of any agreement hereunder, to collect and retain such rents, issues and profits as they may accrue and become payable. The foregoing assignment of any lease shall not be deemed to impose upon Trustee and Beneficiary any of the obligations or duties of Trustor provided in any such lease, and Trustor agrees to fully perform all obligations of the lessor under all such leases.
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In case default be made in the payment of any sum secured hereby, or in the performance of any act the performance of which is secured hereby, Trustee or Beneficiary shall be entitled at any time, at its option either by itself, by an agent, or a Receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, to enter upon and take possession of the encumbered property, or any part thereof, and to do and perform such acts of repair or protection as may be necessary or proper to conserve the value thereof; to rent or lease the same or any part thereof for such rental, term and upon such conditions as its judgment may dictate, and to collect and receive the rents, issues and profits thereof; (which rents, issues, and profits, present and future, are hereby assigned to the Beneficiary as further security, but which assignment Trustee or Beneficiary agrees not to enforce so long as Trustor is not in default in payment of any sum or performance of any act to be made or performed hereunder), and to apply such rents, issues, and profits, to the reduction or satisfaction of any obligation secured by this deed of trust, and also to do any other act or acts, as it may deem necessary or proper, in the use, management or operation of the said premises, or to protect or conserve the value thereof, the specific enumerations herein not excluding the general. In the event that the Trustee or Beneficiary shall exercise the option granted in this paragraph Trustor agrees to surrender to the Beneficiary peaceable possession of said property, and not to interfere in any manner with the exercise of the rights granted herein; and the expenses therein incurred, including compensation to said Beneficiary, its designated agent or Receiver, for attorney’s fees, costs and related expenditures, shall be deemed to be a portion of the expense of this trust, and secured hereby. Trustor also assigns to Beneficiary, as a portion of the security for the performance of the obligations secured hereby, all prepaid rents and all monies which have been or may hereafter be deposited with said Trustor by any lessee of the property encumbered by this deed of trust, to secure the payment of any rent, and upon default in the performance of any of the provisions hereof Trustor agrees to deliver said rents and deposits to the Trustee.
8. EXERCISE OF POWERS AND REMEDIES: Each and every power or remedy herein specifically given shall be in addition to every other power or remedy, existing or implied, now or hereafter given or existing in law or in equity, and each and every power and remedy herein specifically given or otherwise so existing or given may be exercised from time to time and as often and in such order as may be deemed expedient by Beneficiary and the exercise or the beginning of the exercise of one power or remedy shall not be deemed a waiver of the right to exercise at the same time or thereafter any power or remedy. No delay or omission of Beneficiary in the exercise of any right or power accruing hereunder shall impair any such right or power or be construed to be a waiver of any default or acquiescence therein.
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9. SEVERABILITY: The unenforceability or invalidity of any provision or provisions of this deed of trust as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other persons or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable.
10. SUCCESSORS AND ASSIGNS: The benefits of the covenants, terms, conditions, and agreements contained herein shall accrue to, and the obligations thereof shall bind the heirs, representatives, successors, and assigns of the parties hereto and the Beneficiary hereof. However, nothing in the foregoing shall be implied to mean that Beneficiary has consented or will consent in any fashion to an assignment or delegation of the duties hereunder. Whenever used, the singular number shall include the plural, the plural the singular and the use of any gender shall include all other genders, and the term “Beneficiary” shall include any holder of the indebtedness hereby secured or any transferee thereof whether by operation of law or otherwise.
11. NOTICES: Any notice or demand to be given or required by the terms of this deed of trust shall be given to the Trustor and Beneficiary by certified or registered mail at the following addresses:
Trustor: | Comstock Mining LLC Attn: Darwin Green, CEO Suite 405 - 375 Water Street Vancouver, BC V6B 5C6 E-mail: darwin@mackaycorp.com |
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Beneficiary: | Comstock Inc. Attn: Corado DeGasperis 117 American Flat Road P.O. Box 1118 Virginia City, Nevada 89440 Email: degasparis@comstockmining.com |
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Trustee: | Ticor Title of Nevada, Inc. 5441 Kietzke Lane, Suite 100 Reno, Nevada 89511 |
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IN WITNESS WHEREOF, the Trustor has executed this Deed of Trust and Assignment of Rents the day and year first above written.
| Comstock Mining LLC, a Nevada limited liability company |
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STATE OF |
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On ______________________, 2026, personally appeared before me, a notary public, _______________________, personally known (or proved) to me to be the person whose name is subscribed to the foregoing document, and who further acknowledged to me that she executed the foregoing document.
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| NOTARY PUBLIC |
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Exhibit A
REAL PROPERTY
10
Exhibit 99.1
NEWS RELEASE
COMSTOCK SELLS LEGACY MINING ASSETS
TO MACKAY PRECIOUS METALS INC.
VIRGINIA CITY, NEVADA, June 22, 2026 – Comstock Inc. (NYSE: LODE) (“Comstock,” “our” and the “Company”), today announced that it has executed a Securities Purchase Agreement (the “SPA”) to sell 100% of its mineral, mining, processing and related mining district real estate entities to Mackay Precious Metals Inc. (“Mackay”), a wholly owned subsidiary of Mackay Gold & Silver Corp., for an aggregate transaction value of over $45 million, consisting of over $30 million in cash and stock payments, a retained 1.5% NSR royalty, the assumption of all reclamation obligations and liabilities, and an additional contingent future payment of $10 million. Mackay will acquire 100% of four Comstock subsidiaries: Comstock Mining LLC, Comstock Processing LLC, Comstock Exploration and Development LLC, and Comstock Real Estate Inc., including all patented and unpatented mining claims, town lots, processing facilities, operating permits and water rights.
“This transaction achieves a critical milestone in our transformation from a hard rock, junior mining company to our growing, global, renewable metals and materials company, that potentially unlocks high value for our shareholders, delivers and reallocates non-dilutive capital to fund that growth, simplifies our business model and reduces costs while retaining real upside through both equity in MACK and potential future NSR royalties,” stated Corrado De Gasperis, Comstock’s CEO. “Mackay has now assembled a historic, world-class district with highly sophisticated capital partners, board members and management, coupled with a geological development plan that we support and remain vested in, to potentially unlock the discovery of millions of gold and silver ounces and the associated potential share value across the entirety of the historic mining district. We support all of Darwin’s and the Mackay team’s plans.”
Upon closing, the Company will have received $20 million in cash, plus 2 million shares of Mackay Gold & Silver (TSXV: MACK, OTCQB: MKGSF) valued at over $3.5 million at recent prices. A secured, second-tranche cash payment of $7 million is due within 18 months. Mackay may elect to satisfy up to $2 million of the second-tranche payment through the issuance of additional Mackay Gold & Silver Corp. shares, subject to the pricing thresholds and conditions set forth in the SPA. All reclamation obligations and liabilities will be assumed by the sold entities and all associated reclamation and surety bond deposits and collateral will also be assigned and remain with the sold entities.
Comstock expects the divestiture to reduce ongoing costs associated with maintaining these mining assets, permits, environmental compliance obligations and related activities, resulting in over $1.5 million in annualized savings.
The Company will also retain a 1.5% NSR royalty from sales of silver, gold, and all other valuable minerals and products extracted from these properties, subject to the terms of the Royalty Agreement. Mackay has the option to repurchase the royalty at any time for $3.5 million in cash. Comstock will further share in the success of Mackay’s exploration and development activities through a contingent payment of $10 million if, within seven years following closing, (i) Mackay makes a decision to proceed with the construction of a mine on any of the properties, or (ii) Mackay is sold, merged, or otherwise participates in a change-of-control transaction with aggregate consideration of at least $500 million. If the contingent payment does not occur, the value of the NSR buy-out doubles to $7 million.
This transaction follows Mackay’s very successful lease of Comstock’s Northern Targets starting in June 2023, and the purchase of those properties in December 2024 for a total value of $3.85 million. Over the life of these transactions, Comstock received approximately $8 million when adding prior lease payments and reimbursed expenses to the sale.
About Comstock Inc.
Comstock Inc. (NYSE: LODE) innovates and commercializes technologies, systems and supply chains that enable, support and sustain clean energy systems by efficiently, effectively, and expediently extracting and converting under-utilized natural resources into reusable metals, like silver, aluminum, gold, and other critical minerals, primarily from end-of-life photovoltaics.
To learn more, please visit www.comstock.inc.
Comstock Social Media Policy
Comstock Inc. has used, and intends to continue using, its investor relations link and main website at www.comstock.inc in addition to its X.com, LinkedIn and YouTube accounts, as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
Contacts
For investor inquiries:
Judd B. Merrill, Chief Financial Officer
Tel (775) 413-6222
ir@comstockinc.com
For media inquiries:
Zach Spencer, Director of External Relations
Tel (775) 847-7573
media@comstockinc.com
Forward-Looking Statements
This press release and any related calls or discussions may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “forecast,” “seek,” “target,” “should,” “intend,” “may,” “will,” “would,” “potential” and similar expressions identify forward-looking statements but are not the exclusive means of doing so. Forward-looking statements include statements about matters such as: expectations regarding the completion of the proposed securities offering, future market conditions; future explorations or acquisitions, divestitures, spin-offs or similar distribution transactions; future changes in our research, development and exploration activities; future financial, natural, and social gains; future prices and sales of, and demand for, our products and services; land entitlements and uses; permits; production capacity and operations; operating and overhead costs; future capital expenditures and their impact on us; operational and management changes (including changes in the Board of Directors); changes in business strategies, planning and tactics; future employment and contributions of personnel, including consultants; future land and asset sales; investments, acquisitions, joint ventures, strategic alliances, business combinations, operational, tax, financial and restructuring initiatives, including the nature, timing and accounting for restructuring charges, derivative assets and liabilities and the impact thereof; contingencies; litigation, administrative or arbitration proceedings; environmental compliance and changes in the regulatory environment; offerings, limitations on sales or offering of equity or debt securities, including asset sales and associated costs; and future working capital needs, revenues, variable costs, throughput rates, operating expenses, debt levels, cash flows, margins, taxes and earnings. These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical and current trends, current conditions, possible future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations or warranties and are subject to risks and uncertainties, many of which are unforeseeable and beyond our control and could cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements. Some of those risks and uncertainties include the risk factors set forth in our filings with the SEC and the following: 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 waste resource identification, exploration, development, availability, recycling, extraction, processing, and refining activities, including operational or technical difficulties, and risks of diminishing quantities or insufficiency of grades of qualified resources; changes in our planning, exploration, research and development, production, and operating activities; research and development, exploration, production, operating, and other variable and fixed costs; throughput rates, 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 because 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 Securities and Exchange Commission; potential inability to maintain the listing of our securities on any securities exchange or market; and 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. Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows, or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Except as may be required by securities or other law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Neither this press release nor any related calls or discussions constitutes an offer to sell, the solicitation of an offer to buy or a recommendation with respect to any securities of the Company, the fund, or any other issuer.