8-K - LODE - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2025

COMSTOCK INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada<br><br> <br>(State or Other<br><br> <br>Jurisdiction of Incorporation)	001-35200<br><br> <br>(Commission File Number)	65-0955118<br><br> <br>(I.R.S. Employer<br><br> <br>Identification Number)

117 American Flat Road, Virginia City, Nevada 89440

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (775) 847-5272

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.000666 per share	LODE	NYSE AMERICAN

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 6, 2025, Comstock Inc. (the “Company”) executed an amendment (the “First Amendment”), to that certain binding membership interest purchase agreement (the “Purchase Agreement”), dated December 18, 2024, with Mackay Precious Metals Inc. (“Mackay”) pursuant to which the Company sold all of Comstock’s right, title, and interest in and to Comstock Northern Exploration LLC, a Nevada limited liability company, and the Company's 25% interest in and to Pelen Limited-Liability Company, a Nevada limited liability company. Pursuant to the First Amendment, the Purchase Agreement was amended to: (a) increase the purchase price to $2,950,000 bringing all final cash amounts due to a total of $1,950,000 (with $950,000 in cash payable on or before June 30, 2025, $500,000 in cash payable on or before July 15, 2025 and $500,000 in cash payable on or before August 30, 2025). The Company received the initial $1,000,000 in cash at the time that the Purchase Agreement was signed.

Mackay is also required to remit a minimum of 80% of available funds to the Company until such time that all of the amounts still due under the Purchase Agreement has been remitted to the Company, but no later than August 30, 2025.

In connection with the First Amendment, Mackay also agreed to purchase the Ida Properties (as defined in the Purchase Agreement) and transfer title to any such properties residing in Lyon County, representing approximately 300 acres, for no additional consideration.

For a period of 90 days commencing on the date of the First Amendment, the Company grants to Mackay the exclusive right to negotiate in good faith the terms and conditions of a definitive agreement for the acquisition of entities containing the Lucerne resource area.

The foregoing summary of the terms of the First Amendment is not intended to be exhaustive and is qualified in its entirety by the terms of the First Amendment, a copy of which is attached hereto as Exhibits 10.1, and is incorporated by reference herein.

A copy of the press release announcing the transactions contemplated by the First Amendment is attached as Exhibit 99.1 to the Form 8-K.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

10.1	First Amendment
99.1	Press Release
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	COMSTOCK INC.
Date: June 9, 2025	By:	/s/ Corrado De Gasperis
		Corrado De Gasperis<br><br> <br>Executive Chairman and Chief Executive Officer

ex_828408.htm

Exhibit 10.1

FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

This is the FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) dated June 6, 2025, by and between Comstock Inc., a Nevada corporation (“Seller”), and Mackay Precious Metals Inc., a Delaware corporation (“Buyer”). Buyer and Seller each may be hereinafter referred to as a “Party” and together as the “Parties.”

RECITALS

A. Reference is made to that certain MEMBERSHIP INTEREST PURCHASE AGREEMENT dated December 18, 2024 (the “Purchase Agreement”), by and between the Parties.

B. Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Purchase Agreement.

C. The Purchase Agreement provides for the purchase and sale of all of the issued and outstanding membership interests, in Comstock Northern Exploration LLC, a Nevada limited liability company (“CNEL”), and 25% of the issued and outstanding membership interest in Pelen Limited-Liability Company, a Nevada limited liability company (“Pelen”) (such membership interests of CNEL and Pelen, the “Membership Interests”).

D. Pursuant to the Purchase Agreement, Seller agreed to sell the Membership Interests and Buyer agreed to purchase the Membership Interests, in exchange for the purchase price of $2,750,000 (the “Purchase Price”), of which $1,000,000 was paid in cash by wire transfers as follows: $900,000 on December 6, 2024; and $100,000 on December 10, 2024 (the “Cash Amount”), and another $750,000 was required to be paid in cash subsequently (the “Residual Payment”) and $1,000,000 was to be paid within 45 days of the completion of the Public Listing (the “Final Installment”), at the election of Buyer, either in cash or in Listed Issuer Shares issued at a deemed price per share equal to the volume-weighted average trading price of the Listed Issuer Shares for the 20 trading day period ending three trading days before issuance, subject to any minimum pricing requirements of the stock exchange upon which the Listed Issuer Shares are trading.

E. Pursuant to the Purchase Agreement, additionally, the Buyer agreed to remit to the Seller a minimum of 80% of available funds until such time the full amounts previously due under the Lease, pro-rated through October 31, 2024, acknowledged to be $500,000 at that time (the “Legacy Lease Expenses”) and the Residual Payment has been remitted to the Seller.

F. Since October 31, 2025, expenses under the lease have continued to accrue. The Seller acknowledges receipt of $99,985 from the Buyer as reimbursement of property expenses including third-party lease payments and associated expenses, including interest on unpaid balances totaling $99,985 from December 18, 2024 through the date of this Amendment. The Parties acknowledge Legacy Lease Expenses of $250,000 remain unpaid at the date of this Amendment, however property expenses will continue to be invoiced to Buyer for reimbursement until such time as Buyer is prepared to make such payments directly.

The Parties wish to modify the Purchase Agreement in the following manner (collectively, the “Amendments”): (a) increase the Purchase Price to $2,950,000 bringing all final cash amounts due to a total of $2,200,000 representing (i) $250,000 of Legacy Lease Expenses and (ii) $1,950,000 of the Residual Payment. This total of $2,200,000 in final cash amounts due will be paid as follows: (a) $250,000 in cash payable upon signing of this Amendment; (b) $950,000 in cash payable on or before June 30, 2025; (c) $500,000 in cash payable on or before July 15, 2025; and the remaining (d) $500,000 in cash payable on or before August 30, 2025. Following the first installment, the Buyer shall still remit to the Seller a minimum of 80% of available funds until such time all of the amounts still due under the Lease and all of the amounts still due on the Residual Payment has been remitted to the Seller, but no later than August 30, 2025.

G. For clarity, the Parties agree that $250,000 of the Purchase Price shall be allocated to the Pelen membership interests and $2,700,000 shall be allocated to the CNEL membership interests.

H. The Parties wish to modify the Non-Compete terms in the Purchase Agreement to reflect that Buyer does plan to purchase the Ida Properties, which will include the Conveyance Properties, and therefore will convey those properties to Seller.

In consideration of these recitals and the mutual covenants, representations, warranties and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties **** hereby agree as follows:

1. The above recitals are hereby incorporated into this Amendment as if fully set forth herein.

2. Section 2.02 of the Purchase Agreement **** is hereby replaced in its entirety to reflect the Amendments by increasing the Purchase Price, eliminating any portion of the Purchase Price to be paid in Listed Issuer Shares, modifying the due dates for payments described therein, and to allocate the Purchase Price between Pelen and CNEL, as follows

Section 2.02 Purchase Price. (a) The aggregate purchase price for the Membership Interests shall be $2,950,000 (the “Purchase Price”), which will be paid in cash by wire transfer(s) (the “Cash Amount”), of which $1,000,000 has previously been paid and $1,950,000 remains to be paid (the “Residual Payment”). For clarity, $250,000 of the Purchase Price shall be allocated to the Pelen membership interests and $2,700,000 shall be allocated to the CNEL membership interests. (b) Additionally, the Buyer shall remit to the Seller $250,000 remaining due from the previously terminated lease (the “Legacy Lease Expenses”), including lease fees, interest, and reimbursements of third party lease expenses bringing all final cash amounts due to a total of $2,200,000. (c) This total of $2,200,000 in final cash amounts due will be paid as follows: (i) $250,000 in cash payable upon signing of this Amendment agreement; (ii) $950,000 in cash payable on or before June 30, 2025; (iii) $500,000 in cash payable on or before July 15, 2025; and the remaining (iv) $500,000 in cash payable on or before August 30, 2025. Following the first installment, the Buyer shall still remit to the Seller a minimum of 80% of available funds until such time all of the amounts still due from the Legacy Lease Expenses and all of the amounts still due from the Residual Payment have been remitted to the Seller, but no later than August 30, 2025.

3. For a period of ninety (90) days commencing on the date of this Amendment agreement (the "Exclusive Negotiation Period"), and so long as Buyer makes all payments when due according to the schedule in Section 2.02 (c), the Seller hereby grants to the Buyer the exclusive right to negotiate in good faith the terms and conditions of a definitive agreement for the acquisition, or other transaction involving Comstock Mining LLC and Northern Comstock LLC (collectively the “Lucerne Entities”), whose properties host the previously estimated Lucerne resource within Storey County), and agrees that, during the Exclusive Negotiation Period:

(a)	The Seller shall not, directly or indirectly, solicit, initiate, encourage, or engage in any discussions or negotiations with, or accept or consider any proposals or offers from, any third party concerning any transaction involving the sale, lease, joint venture, or other disposition of any interest in the Lucerne Entities or any portion thereof.
(b)	The Seller shall immediately cease and cause to be terminated any existing discussions or negotiations with any third party relating to the Lucerne Entities.
---	---
(c)	The parties shall negotiate exclusively and in good faith with each other to attempt to reach a mutually acceptable definitive agreement regarding the Lucerne Entities.
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(d)	If, at the expiration of the Exclusive Negotiation Period, the parties have not executed a definitive agreement, the Seller shall thereafter be free to negotiate or enter into agreements with third parties concerning the Lucerne Entities, and neither party shall have any further obligation to the other under this clause, except as otherwise provided in this Amendment.
---	---
(e)	For clarity, the Lucerne Entities do not include Comstock Processing LLC, owner of the American Flat processing facility.
---	---

4. Section 2.05 of the Purchase Agreement is hereby deleted in its entirety to reflect the Amendments eliminating any portion of the Purchase Price to be paid in Listed Issuer Shares.

5. Section 3.26 of the Purchase agreement is hereby deleted in its entirety to reflect the Amendments eliminating any portion of the Purchase Price to be paid in Listed Issuer Shares.

6. Paragraph 5.09 (d) of the Purchase Agreement is hereby modified to reflect the Amendments by stating that Buyer does intend to acquire the Ida Properties, including the Conveyance Properties as listed in Schedule D-2 of the Purchase Agreement (with the exception of APN 016-151-53 which is being retained by the Wilsons), and therefore will convey the Conveyance Properties to Seller. So long as these properties are conveyed to Seller, the Ida Properties retained by Buyer shall not be subject to the Royalty Agreement, as stated in Paragraph 5.09 (b).

7. Paragraph 5.10 of the Purchase Agreement is clarified to reflect that if royalty interests of the Wilson Parties in Lyon County are acquired by Buyer, including the Metropolitan patent and Peach and Wedge unpatented claims as listed in Schedule D-4 of the Purchase Agreement, Buyer shall also convey those Lyon County Royalty Interests to Seller, for no additional consideration. For further clarity, any Wilson Parties royalty interests in Storey County are not required to be conveyed to Seller and may be retained by Buyer.

8. This Amendment **** may be executed in any number of counterparts, each of which when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute only one instrument. Counterpart signature pages may be delivered by fax or e-mail.

9. Except as expressly amended herein, the Purchase Agreement shall remain unchanged in all other respects and shall continue in full force and effect as amended herein. The Parties hereby ratify and confirm all provisions of the Purchase Agreement as amended hereby. From and after the date of this document, each and every reference in the Purchase Agreement to “this Agreement,” “herein,” “hereof,” or similar words and phrases referring to the Purchase Agreement or any word or phrase referring to a section or provision of the Purchase Agreement is deemed for all purposes to be a reference to the Purchase Agreement as amended pursuant to this Amendment.

10. Each Party represents and warrants that the person signing this Amendment has the necessary authority to do so and to obligate that Party as provided herein.

11. This Amendment shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns.

[Signature page follows]

BUYER: ****
MACKAY PRECIOUS METALS INC.
By:	/s/ Darwin Green
Name:	Darwin Green
Title:	CEO
SELLER:
COMSTOCK INC.
By:	/s/ Corrado De Gasperis
Name:	Corrado De Gasperis
Title:	Executive Chairman & CEO

ex_828472.htm

Exhibit 99.1

COMSTOCK AMENDS AGREEMENT WITH MACKAY PRECIOUS METALS INC.

VIRGINIA CITY, NEVADA, June 9, 2025 – Comstock Inc. (NYSE: LODE) (“Comstock” and the “Company”) today announced it has amended the Membership Interest Purchase Agreement (the “MIPA”) to sell 100% of the northernmost patented and unpatented mining claims, mineral exploration rights and town lots (the “Northern Targets”) owned by Comstock’s wholly-owned subsidiary Comstock Northern Exploration, LLC, plus all of the 25% issued and outstanding membership interest that Comstock owns in Pelen LLC (“Pelen”) to Mackay Precious Metals Inc. (“Mackay”) for an increased aggregate purchase price of $2.95 million (the “Purchase Price”) and a 1.5% NSR production royalty from the sales of all valuable minerals and products extracted from these properties.

The Amendment increases the purchase price to $2.95 million in cash from the previous $2.75 million in both cash and stock, effectively increasing the cash component of the transaction by $1.2 million. The Company has previously received $1.0 million in cash for this transaction. The remaining $1.95 million is due through a series of payments in June, July and ending on or before August 30, 2025.

The Amendment also includes a provision that Mackay will transfer approximately 300 acres of patented and unpatented mining properties in Lyon County, that are adjacent to and expand the footprint of Comstock’s Dayton Consolidated and Spring Valley mineral claims and lands, for no additional consideration.

On June 30, 2023, Comstock executed a Mineral Exploration and Mining Lease Agreement (“Mackay Lease”) with Mackay. The Mackay Lease was terminated on December 18, 2024, in favor of the MIPA. Since June 30, 2023, Comstock has recognized revenue of $3.77 million in initial and ongoing lease payments and reimbursed expenses and will receive the final $0.25 million in cash from these revenues this week. The $3.77 million in total lease revenue is in addition to the $2.95 million sale price.

The Northern Targets encompass both the Gold Hill and Occidental Lode claim groups in Storey County, Nevada. Pelen owns certain claims adjacent to and/or relevant to these northern claim groups.

“Our Northern Targets were never an effective part of our district-wide development plans, as we have prioritized the exploration and development of the central and southern part of the district. Realizing over $6.7 million in consideration from the previous lease and subsequent sale, plus an additional 300 acres in Lyon County, plus the retention of royalties in perpetuity, is extremely positive for Comstock,” said Corrado De Gasperis, Comstock’s executive chairman and chief executive officer. “The transaction is especially timely, as we activate bigger plans for advancing our S-K 1300 compliant Dayton and permitted Lucerne resources, and more aggressively expand our gold and silver resource potential and the plans for post productive uses of these industrial properties.”

Comstock is committed to become a major U.S. silver producer from both the millions of ounces of resources already quantified in our technical reports and our ever-growing solar recycling silver resources.

About Comstock Inc.

Comstock Inc. (NYSE: LODE) innovates and commercializes technologies that are deployable across entire industries to contribute to energy abundance by efficiently extracting and converting under-utilized natural resources, such as waste and other forms of woody biomass into renewable fuels, and end-of-life electronics into recovered electrification metals. 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:

Tracy Saville, Director of Marketing

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,” “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: 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, divestitures, spin-offs or similar distribution transactions, 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; business opportunities, growth rates, 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: adverse effects of climate changes or natural disasters; adverse effects of global or regional pandemic disease spread or other crises; global economic and capital market uncertainties; the speculative nature of gold or mineral exploration, and lithium, nickel and cobalt recycling, including risks of diminishing quantities or grades of qualified resources; operational or technical difficulties in connection with exploration, metal recycling, processing or mining activities; costs, hazards and uncertainties associated with precious and other metal based activities, including environmentally friendly and economically enhancing clean mining and processing technologies, precious metal exploration, resource development, economic feasibility assessment and cash generating mineral production; costs, hazards and uncertainties associated with metal recycling, processing or mining activities; contests over our title to properties; potential dilution to our stockholders from our stock issuances, recapitalization and balance sheet restructuring activities; potential inability to comply with applicable government regulations or law; adoption of or changes in legislation or regulations adversely affecting our businesses; permitting constraints or delays; challenges to, or potential inability to, achieve the benefits of business opportunities that may be presented to, or pursued by, us, including those involving battery technology and efficacy, quantum computing and generative artificial intelligence supported advanced materials development, development of cellulosic technology in bio-fuels and related material production; commercialization of cellulosic technology in bio-fuels and generative artificial intelligence development services; ability to successfully identify, finance, complete and integrate acquisitions, spin-offs or similar distribution transactions, joint ventures, strategic alliances, business combinations, asset sales, and investments that we may be party to in the future; changes in the United States or other monetary or fiscal policies or regulations; interruptions in our production capabilities due to capital constraints; equipment failures; fluctuation of prices for gold or certain other commodities (such as silver, zinc, lithium, nickel, cobalt, cyanide, water, diesel, gasoline and alternative fuels and electricity); changes in generally accepted accounting principles; adverse effects of war, mass shooting, terrorism and geopolitical events; potential inability to implement our business strategies; potential inability to grow revenues; potential inability to attract and retain key personnel; interruptions in delivery of critical supplies, equipment and raw materials due to credit or other limitations imposed by vendors; assertion of claims, lawsuits and proceedings against us; potential inability to satisfy debt and lease obligations; potential inability to maintain an effective system of internal controls over financial reporting; potential inability or failure to timely file periodic reports with the Securities and Exchange Commission; potential inability to list our securities on any securities exchange or market or maintain the listing of our securities; and work stoppages or other labor difficulties. 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.