LODE 8-K
Comstock Inc. (LODE)
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(State or Other
Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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COMSTOCK INC.
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Date: December 17, 2024
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By:
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/s/ Corrado De Gasperis
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Corrado De Gasperis
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Executive Chairman and CEO
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Exhibit 10.1
CONTRACT BETWEEN THE OKLAHOMA DEPARTMENT OF COMMERCE
AND
COMSTOCK FUELS CORPORATION
FOR AN AWARD FROM THE OKLAHOMA QUICK ACTION CLOSING FUND
COMES NOW the Oklahoma Department of Commerce (hereinafter “ODOC”), an Agency of the State of Oklahoma, on behalf of the Governor of the State of Oklahoma, and COMSTOCK FUELS CORPORATION, and its affiliates and subsidiaries (hereinafter “COMSTOCK”), a recipient of an award by the Governor of the State of Oklahoma from the Oklahoma Quick Action Closing Fund (hereinafter “Fund”), established at 62 O.S. § 48.2 (the “Statute”), in the amount of Three Million dollars ($3,000,000.00) as evidenced by a letter from Governor Stitt authorizing the same.
The funds subject to this contract are being expended by the Governor for purposes of economic development and related infrastructure development. Both the Governor and ODOC find that the expenditure of these funds would likely be a determining factor in either locating a high-impact business project or facility in Oklahoma or in retaining such project or facility within the State.
ODOC further finds that COMSTOCK, the establishment making application, qualifies to receive these funds pursuant to 62 O.S. §48.2(C). ODOC has conducted a complete analysis of the potential impact of the applicant's business activity using the factors outlined in the Statute, as well as the associated administrative rules. The Director of ODOC further finds that, this expenditure from the fund is expected to result in a net economic benefit to the State using the criteria required by Statute and administrative rules.
THE PARTIES AGREE AS FOLLOWS:
The application of COMSTOCK for funding from the Oklahoma Quick Action Closing Fund, including all additions to the application, is incorporated herein by reference and made a part hereof. In addition to the statements in the application of COMSTOCK, the parties agree as follows:
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1. |
PROJECT DESCRIPTION |
The funding from the Oklahoma Quick Action Closing Fund is being used to support the establishment of the headquarters of Comstock Fuels Corporation in Oklahoma and the equipping and construction of a woody biomass refinery in Oklahoma operated by COMSTOCK. Money awarded pursuant to this contract shall be used to pay for obtaining a facility for its headquarters and the acquisition and installing of machinery and equipment at a new facility in Oklahoma where COMSTOCK will be located and where the refining operations would occur (hereinafter the "Oklahoma Facility").
The projected public benefit for the above project consists of the following:
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New jobs |
45 |
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Average salary of the new jobs |
$80,000.00 |
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Capital investment |
$160,000,000.00 |
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2. |
CONDITIONS FOR PAYMENT OF FUND PROCEEDS |
The following provisions must be completed before payment is made from ODOC to COMSTOCK:
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1. |
One Million dollars ($1,000,000.00) shall be paid to COMSTOCK from the Fund when COMSTOCK publicly announces the relocation of its corporate headquarters to Oklahoma. |
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a. |
To request payment, COMSTOCK will provide copies entity filing with the Oklahoma Secretary of State to ODOC. ODOC shall deliver payment of One Million dollars ($1,000,000.00) to an account in an Oklahoma registered financial institution designated by COMSTOCK within forty-five (45) business days from receipt of all documentation from COMSTOCK, and |
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b. |
COMSTOCK will provide evidence of a signed lease and proof of occupancy of its corporate headquarters in Oklahoma. |
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c. |
This condition must be met prior to June 30, 2025, to qualify for this payment. |
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2. |
One Million dollars ($1,000,000.00) shall be paid to COMSTOCK from the Fund when COMSTOCK identifies a site to locate the Oklahoma Facility and signs a lease on the site, which is located in Oklahoma. |
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a. |
To request payment, COMSTOCK will provide copies of the lease agreement to ODOC. ODOC shall deliver payment of One Million dollars ($1,000,000.00) to an account in an Oklahoma registered financial institution designated by COMSTOCK within forty-five (45) business days from receipt of all documentation from COMSTOCK. |
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b. |
This condition must be met prior to December 31, 2025, to qualify for this payment. |
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3. |
One Million dollars ($1,000,000.00) shall be paid to COMSTOCK from the Fund when at least Five Million dollars ($5,000,000.00) total is spent towards machinery, engineering, equipment and/or materials to be installed and/or used in the Oklahoma Facility. |
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a. |
To request payment, COMSTOCK will provide copies of paid invoices to ODOC establishing that Five Million dollars ($5,000,000.00) was spent towards machinery, equipment and/or materials with guarantees such machinery, equipment and/or materials will be installed in the Oklahoma Facility. ODOC shall deliver payment of One Million dollars ($1,000,000.00) to an account in an Oklahoma registered financial institution designated by COMSTOCK within forty-five (45) business days from receipt of all invoices from COMSTOCK. |
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b. |
This condition must be met prior to March 31, 2026, to qualify for this payment. |
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4. |
ODOC acknowledges that COMSTOCK leases the Oklahoma headquarter Facility from a third-party (the “Landlord”). ODOC agrees that a sale of the Oklahoma Facility or transfer of any ownership therein by Landlord shall not trigger any default or repayment obligations of COMSTOCK. |
As required by 62 O.S. §48.2(J), all funds used for the Oklahoma Facility shall be deemed to be held in trust for the benefit of the State and shall be considered as a priority claim for purposes of federal bankruptcy law. Subject to the proceeding section above, in the event that the Oklahoma Facility is Sold (defined below) prior to the Sale Exclusion Date (defined below), COMSTOCK shall repay the State the money awarded to pay for the capital improvement with interest at a rate of 2% and share with the State a Proportionate Amount (defined below) of any Profit (defined below) realized from the sale. For purposes hereof, the term (1) “Sold” (or terms of similar intent, such as sale) means the transfer of record title to the Oklahoma Facility to a third party as evidenced by a delivery of a deed to the Oklahoma Facility, and shall not include (i) any transfers by COMSTOCK to any entities which are majority-owned by, or affiliated with, or controlled by or under common control with, COMSTOCK, or (ii) any transaction or series of transactions whereby substantially all of the assets of Comstock Fuels Corporation, a Nevada limited liability company are sold, provided there remains a going concern for such entity operating the Oklahoma Facility substantially as prior to such transaction(s) and on condition that the purchasing entity shall be bound to the requirements imposed on COMSTOCK pursuant to section five of this contract in a writing that is in form and substance acceptable to ODOC in its commercially reasonable judgment. (2) “Proportionate Amount” means the same proportion of the Profit realized by COMSTOCK as the funds actually paid by ODOC to COMSTOCK under this contract bears to COMSTOCK’s gross purchase price paid for the Oklahoma Facility plus the amount spent by COMSTOCK on renovation of the Oklahoma Facility plus real property taxes paid by COMSTOCK and other costs or expenses incurred as of the date of the sale of the Oklahoma Facility (the “Gross Costs”), and (3) “Profit” means the net amount paid to COMSTOCK which exceeds COMSTOCK’s Gross Costs. Provided however, this provision regarding repayment upon sale of the Oklahoma Facility shall expire (the “Sale Exclusion Date”) upon the date that is the earlier of: (i) the fifth (5th) anniversary of the Effective Date (as defined below); or (ii) COMSTOCK meeting all conditions set forth in both this section and the conditions set forth in section 5 of this contract.
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TIMELINE FOR PAYMENT OF FUND PROCEEDS |
The funding will be provided to COMSTOCK, upon request, at the intervals specified in the Conditions for Payment of Fund Proceeds section of this contract. To receive payment pursuant to this contract, COMSTOCK agrees to register as a vendor with the State of Oklahoma and shall send an invoice to the Department for the funds in addition to all documentation contemplated in this agreement or otherwise reasonably requested. All payment procedures shall follow those as authorized or otherwise required by Oklahoma law.
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VALIDATION OF PERFORMANCE OF COMSTOCK |
The performance of COMSTOCK under the terms and conditions of this contract shall be validated and verified by ODOC based upon written reports from COMSTOCK and on-site reviews conducted by ODOC staff. The reports shall be provided from COMSTOCK to the Executive Director of ODOC upon request of ODOC within thirty (30) days of the request. Satisfactory completion of the performance of COMSTOCK pursuant to this contract shall be solely determined by ODOC, and the decisions of ODOC as to satisfactory completion of the contract terms shall be final and binding.
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5. |
OBLIGATION FOR REPAYMENT OF FUND AWARD |
In the event COMSTOCK does not meet the following conditions (the “Conditions”):
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1. |
COMSTOCK does not maintain employment at its headquarters of at least ten (10) jobs for a period of at least ten (10) consecutive quarters no later than December 31, 2030. |
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2. |
COMSTOCK does not make operational a commercial demonstration biorefinery no later than December 31, 2031. |
Then money actually paid from the Fund to COMSTOCK shall be repaid to ODOC within thirty (30) days of the failure to meet any one of the Conditions. COMSTOCK shall certify to ODOC that the Conditions have been certified via a letter from a COMSTOCK authorized representative certifying that the receipts, contributions, project expenses, real property and personal property value reflect expenditures and value as required herein. Parties agree that documentation of these expenditures may be provided to ODOC or otherwise made available to ODOC for review upon written request of ODOC and with reasonable notice to COMSTOCK. No credit shall be given for partial performance of the Conditions within this contract. To the extent that COMSTOCK anticipates the potential inability to meet any one of more of the Conditions, COMSTOCK shall notify ODOC thereof as far in advance as reasonably possible, and ODOC agrees to use commercially reasonable efforts to agree on an equitable amendment to such Conditions. Any amendment to the terms of this Contract can only be made upon signed agreement of both parties.
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OPEN RECORDS |
Both parties acknowledge that all State agencies are subject to the Oklahoma Open Records Act, and that this Contract is subject to public disclosure in accordance with the provisions of the Act. Disclosure of this contract is mandated regardless of the existence of any non-disclosure agreements that may have been previously executed by the parties and may take place without further notification to COMSTOCK. Provided, however, ODOC agrees that to the extent that the Act authorizes ODOC to keep confidential trade secrets, or other business plans, feasibility studies, financing proposals, marketing plans, financial statements or trade secrets or other proprietary information of COMSTOCK, then ODOC shall use its best efforts to not disclose such information and to notify COMSTOCK of the existence of any request for release of such information and cooperate with COMSTOCK in the event that COMSTOCK indicates that COMSTOCK intends to resist such request.
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7. |
PROHIBITION ON POLITICAL ACTIVITY WITH PROCEEDS OF FUND |
COMSTOCK agrees that no monies paid from the Fund shall be used by a recipient or any other person or entity for purposes of any political contribution to or on behalf of any candidate or for the support of or opposition to any measure including, but not limited to, an initiative petition or referendum. In the event any monies paid from the Fund are used for any political activity, the entire award from the Fund is immediately due and payable to the Oklahoma Department of Commerce.
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8. |
APPLICABLE LAW |
This contract shall be governed by and will be construed in accordance with the laws of the State of Oklahoma in the United States of America. Proper venue for any dispute relating to this agreement shall be in the District Court of Oklahoma County.
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9. |
GENERAL TERMS |
If any provision of this contract is deemed or held by a court of competent jurisdiction to be contrary to law or otherwise unenforceable, it shall be enforced to the extent legally permissible and as necessary to reflect the intent of the parties and shall not affect the remaining provisions of this contract, which shall remain in force and in effect. This contract may only be amended by a writing executed by duly authorized representatives of both parties. This contract represents the entire agreement and understanding between the parties with respect to the subject matter herein and supersedes all prior agreements and understandings and writings of any kind, written or oral, express or implied, with respect to the subject matter hereof.
IN WITNESS WHEREOF, the signatories represent that they are authorized to bind the parties to this contract and that they have executed and delivered this contract effective as of the date of the signatures below (the “Effective Date”).
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Oklahoma Department of Commerce
/s/ Tim Bunson 12/11/2024
Tim Bunson Date Chief of Staff |
Comstock Fuels Corporation
/s/ David Winsness 12/10/2024
David Winsness Date President |
Exhibit 99.1
COMSTOCK FUELS AWARDED $3 MILLION FUEL INCENTIVE FROM OKLAHOMA
VIRGINIA CITY, NEVADA, December 17, 2024 – Comstock Inc. (NYSE: LODE) (“Comstock” or the “Company”) today announced that Comstock Fuels Corporation, (“Comstock Fuels”), an industry leader in extremely high yielding advanced lignocellulosic biomass refining solutions, including sustainable aviation fuel (“SAF”), renewable diesel, and other fuels, has been approved for a $3,000,000 incentive award from the Oklahoma Department of Commerce’s Quick Action Closing Fund. Under the terms of the agreement, Comstock Fuels will establish its headquarters and an initial site for the construction and operation of a next-generation renewable fuel refinery in Oklahoma.
“Oklahoma is a long-established leader in the oil and gas sector, pioneering innovations and contributing significantly to the nation's energy independence,” said David Winsness, President of Comstock Fuels. “Our development team has been rigorously assessing feedstocks, sites, offtakes and incentives across the country and Oklahoma’s economic development teams have been exceptional.”
Comstock Fuels is currently assessing multiple locations throughout Oklahoma for the construction of an initial Demonstration Scale Facility capable of processing 75,000 metric tons of biomass per year for renewable fuel production. Following the successful launch and operation of that facility, Comstock Fuels plans to expand its processing capacity to 1,000,000 metric tons per year for production of sustainable aviation fuel and other renewable fuels.
“Oklahoma’s vast supplies of previously untapped feedstock sources have positioned the state to lead the country in new sources of sustainable oil production from woody biomass,” said Chad Michael Black, Director of Business Development for Comstock Fuels. “We’re proud to call Oklahoma home, excited for what this enables and very thankful to Governor Stitt and the Oklahoma Department of Commerce for the cash incentive granted under this agreement.”
“We are thrilled that Comstock Fuels has chosen Oklahoma to establish its headquarters,” said Evan Brown, Executive Director of EDGE, a division of Oklahoma Department of Commerce. “Oklahoma is a proud oil and gas state with a history of energy innovation, and Comstock’s sustainable aviation fuel technology, which blends with petroleum, fits perfectly with our approach to energy. Our goal is to be the most business-friendly state in the country, and I look forward to working with David, Chad and the entire Comstock team and supporting their efforts to relocate and bring high-paying jobs to Oklahoma.”
About Comstock Fuels Corporation
Comstock Fuels delivers advanced lignocellulosic biomass refining solutions that set industry benchmarks for production of SAF, renewable diesel, gasoline, cellulosic ethanol and other renewable fuels, with extremely low carbon intensity scores of 15 and market-leading yields of up to 125 gallons per dry metric ton of feedstock (on a gasoline gallon equivalent basis, or “GGE”), depending on feedstock, lignin content, site conditions, and other process parameters. Comstock Fuels plans to directly build, own, and operate a network of Bioleum Refineries in the U.S., including an initial Demonstration Scale Facility to validate its fully integrated process at 75,000 tons per year, paving the way for rapid full-scale commercialization. Comstock Fuels also licenses its advanced refining solutions to third parties for additional production in the U.S. and global markets, including several recently announced and other pending projects. To learn more, please visit www.comstockfuels.com.
About Comstock Inc.
Comstock Inc. (NYSE: LODE) innovates and commercializes technologies that are deployable across entire industries to contribute to global decarbonization and the clean energy transition 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. Comstock’s innovations group is also developing and using artificial intelligence technologies for advanced materials development and mineral discovery for sustainable mining. To learn more, please visit www.comstock.inc.
Comstock Social Media Policy
Comstock has used, and intends to continue using, its investor relations link and main website at www.comstock.inc in addition to its Twitter, 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:
RB Milestone Group LLC
Tel (203) 487-2759
For media inquiries:
Comstock Inc., Tracy Saville
Tel (775) 847-7573
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; 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; 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, 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.