Comstock Inc S-3, filed Nov 21, 2025
Comstock Inc. (LODE)
As filed with the Securities and Exchange Commission on November 21, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
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(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
Corrado De Gasperis
Executive Chairman & Chief Executive Officer
117 American Flat Road
Virginia City, NV 89440
(775) 847-4755
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Clyde W. Tinnen, Jr., Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202
(414) 271-2400
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
Accelerated Filer ☐ |
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Smaller reporting company |
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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 7(a)(2)(B) of Securities Act. ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities pursuant to this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 21, 2025
PROSPECTUS
3,795,266 Shares of Common Stock
This prospectus relates to the offer and resale of up to 3,795,266 shares of our Common Stock, par value $0.000666 per share (the “Common Stock”), comprised of 1,986,933 shares owned by Alvin Fund LLC, 1,500,000 shares owned by Gestrust SA TR, 208,333 shares owned by Playford Family Canada LP and 100,000 shares owned by Clyde Berg (collectively, the “selling stockholders,” and each of their respect subsequent transferees, pledgees, donees and successors, the “sellers”).
The shares offered hereby may be sold from time to time by the sellers. The sellers are not required to offer or sell any shares, pursuant to this prospectus or otherwise. The sellers anticipates that, if and when offered and sold, the shares will be offered and sold in transactions effected on NYSE AMERICAN LLC, or NYSE AMERICAN, at then prevailing market prices. The sellers have the right, however, to offer and sell the shares on any other national securities exchange on which the Common Stock may become listed or in the over-the-counter market, in each case at then prevailing market prices, or in privately negotiated transactions at a price then to be negotiated.
All proceeds from sales of shares by sellers will be retained by the sellers. We will not receive any proceeds from the sale of shares by the sellers. We will bear all of the expenses in connection with the registration of the shares offered hereby, including legal and accounting fees.
You should read this prospectus and any applicable prospectus supplement, as well as the documents incorporated by reference or deemed incorporated by reference into this prospectus and any prospectus supplement, carefully before you invest in our shares.
Our Common Stock is listed on the NYSE AMERICAN under the symbol “LODE.” On November 20, 2025, the closing price of one share of our Common Stock on NYSE AMERICAN was $3.28 per share.
Investing in our securities involves risks that are referenced in the “Risk Factors” section, at page 7, of this prospectus and are set forth in our periodic reports filed with the Securities and Exchange Commission.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2025
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This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “Commission”) utilizing a “shelf” registration process. Under this shelf registration process, the sellers may, from time to time, offer and sell shares of our Common Stock pursuant to this prospectus. This prospectus provides you with a general description of the securities the sellers may offer.
You should read carefully both this prospectus and any prospectus supplement, together with additional information described below under “Where You Can Find More Information” before you invest in our securities. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you must rely on the information in the prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information that we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference. Our business, financial condition, results of operation and prospects may have changed since those dates.
This prospectus does not contain all the information provided in the registration statement we filed with the Commission. For further information about us or the securities offered hereby, you should refer to that registration statement, which you can obtain from the Commission as described below under “Where You Can Find More Information.”
In this prospectus, unless otherwise specified or the context otherwise requires, “Comstock,” “we,” “us” and “our,” “our Company” or the “Company” refer to Comstock Inc. and its consolidated subsidiaries. In addition, unless the context requires otherwise, reference to the “Board” refers to the Board of Directors of Comstock Inc.
WHERE YOU CAN FIND MORE INFORMATION
We are required to file periodic reports, proxy statements and other information relating to our business, financial and other matters with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our filings are available to the public over the Internet at the Commission’s web site at http://www.sec.gov.
We have filed with the Commission a registration statement on Form S-3 under the Securities Act with respect to our securities described in this prospectus. References to the “registration statement” or the “registration statement of which this prospectus is a part” mean the original registration statement and all amendments, including all schedules and exhibits. This prospectus does, and any prospectus supplement will, not contain all of the information in the registration statement because we have omitted parts of the registration statement in accordance with the rules of the Commission. Please refer to the registration statement for any information in the registration statement that is not contained in this prospectus or a prospectus supplement. The registration statement is available to the public over the Internet at the Commission’s website described above and can be read and copied at the locations described above.
Each statement made in this prospectus or any prospectus supplement concerning a document filed as an exhibit to the registration statement is qualified in its entirety by reference to that exhibit for a complete description of its provisions.
We make available, free of charge, on or through our website, copies of our proxy statements, our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file them with or furnish them to the Commission. We maintain a website at http://www.comstock.inc. The information contained on our website is not part of this prospectus, any prospectus supplement or the registration statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We have filed the following documents with the Commission pursuant to the Exchange Act and hereby incorporate them by reference in the registration statement:
We incorporate by reference the documents listed below and any future documents that we file with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus:
(a) Our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 6, 2025 (the “Form 10-K”);
(b) Our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the Commission on May 8, 2025 (the “First Quarter Form 10-Q”);
(c) Our quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the Commission on August 14, 2025 (the “Second Quarter Form 10-Q”);
(d) Our quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Commission on October 30, 2025 (the “Third Quarter Form 10-Q,” and together with the First Quarter 10-Q and the Second Quarter 10-Q, the “Form 10-Qs”);
(e) current reports on Form 8-K filed with the Commission on January 13, 2025 (with respect to Item 1.01 and Item 2.03), January 21, 2025, January 31, 2025, February 7, 2025, February 13, 2025, February 18, 2025, February 20, 2025, February 28, 2025, March 12, 2025, March 25, 2025, May 15, 2025, May 27, 2025, May 28, 2025, June 9, 2025, June 12, 2025, August 12, 2025 (with respect to Item 1.01, Item 2.03, Item 3.02 and Item 5.02), and August 14, 2025 (with respect to Item 1.01 and Item 3.02);
(f) the description of our Common Stock contained in our Form 8-K, filed with the Commission on March 12, 2025, in lieu of the description of our Common Stock contained in our Form 8-A (File No. 001-35200), filed with the Commission under Section 12 of the Exchange Act on June 8, 2011 (the “Form 8-A”); and
(g) Our proxy statement on Schedule 14A, filed with the Commission on April 9, 2025.
All documents subsequently filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be a part hereof from the date of filing of such documents.
Notwithstanding the foregoing, documents or portions thereof containing information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, are not incorporated by reference in this prospectus.
We make available copies of the documents incorporated by reference in this prospectus to each person, including any beneficial owner, to whom a prospectus is delivered, without charge, upon written or oral request. Such requests should be directed to:
Comstock Inc.
117 American Flat Road
Virginia City, Nevada 89440
Attention: Investor Relations
Telephone: (775) 847-5272
This summary highlights information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information you should consider in making your investment decision. You should read this summary together with the more detailed information included elsewhere or incorporated by reference in this prospectus, including financial statements and the related notes. You should carefully consider, among other things, the matters discussed under “Risks Factors” in the Form 10-K, the Form 10-Qs and in other documents that we subsequently file with the Commission that are incorporated by reference herein.
The Company
OVERVIEW
Comstock innovates and commercializes technologies, systems and supply chains that extract, integrate and convert under-utilized natural and waste resources into clean energy products, including pioneering technologies that produce electrification metals and minerals from end-of-life solar panels, including aluminum, silver and other critical and rare earth metals.
Bioleum innovates and commercializes technologies, systems and supply chains that secure, extract, integrate and convert carbon-based materials from under-utilized waste and purpose grown energy crops that would ultimately produce a broad range of extremely low carbon renewable fuels, including cellulosic ethanol, renewable diesel and sustainable aviation fuels.
Our goal is to Accelerate the Commercialization of Breakthrough Technologies. We plan on delivering extraordinary shareholder value by using systemic management practices, disciplined frontier scientific discovery, and applied engineering to innovate, develop, deploy and monetize clean energy technologies with integrated teams and partners in dedicated lines of business, especially in sustainable, renewable systems with the potential for superior, sustained throughput generation. Our plans to generate these throughputs involve both deploying and licensing our technologies, within a purpose-driven and designed ecosystem, including extended and interdependent partners that leverages their capital, human capacity, infrastructures, and other resources, often integrated directly with us and our solutions, to accelerate and maximize adoption.
We also own and manage investments in related assets that support our businesses, including existing minority equity positions and partnerships in strategic technology developers, two Wisconsin renewable fuels demonstration facilities, an existing Nevada-based solar panel recycling demonstration facility and currently ordered equipment for a Nevada-based industry-scale solar panel recycling facility. We also own, control and/or manage direct investments in northern Nevada real estate comprised primarily of industrial and commercial land, water rights and about twelve square miles of gold and silver mining claims and surface parcels that we own, lease or have a royalty interest in, some of which contain significant amounts of measured and indicated, and inferred gold and silver resources.
Lines of Business
Metals Segment
Our Metals Segment has established a goal of setting the global standard for solar panel recycling. For the past 21 months, we have operated a permitted, demonstration-scale solar panel recycling facility that delivers environmentally superior, zero-landfilled recycling solutions to support U.S. mineral industries. During 2024, this facility generated $0.4 million in revenue and, in the first nine months of 2025, billable revenues (both recognized and deferred) increased nearly six-fold due, in part, to service fees for decommissioning services, recycling and processing end-of-life solar panels, and offtake sales of high-value recycled materials, including aluminum, copper, glass, and concentrated precious metals. We believe this technology deployment is globally leading and positioned to operate a world-class, quality, global solar panel recycling operation and the Metals Segment has the potential to establish the pace of metal recycling and ultimately, global solar panel recycling network deployment.
Comstock Metals has progressed all permitting requirements for its first industry-scale production facility, located on the same campus as the operating demonstration-scale facility, that can scale the operation, over 3 million panels per year representing up to 100,000 tons of processed waste materials per year. This strategically located facility will enable the expeditious transition of proven processes from commercial demonstration to full-scale production. The industry-scale facility is expected to significantly enhance our ability to meet the rapid and continuously growing demand for domestically recovered metals.
Our plan supports the creation of a more robust domestic supply chain for critical materials by innovating and scaling sustainable recycling technologies. The Company plans to build up to seven facilities in the United States over the next five years and support American energy and resource independence while simultaneously delivering significant economic and environmental value.
Our Metals Segment's 2025 objectives included (1) finalizing the industry-scale engineering, (2) submitting and receiving all prerequisite permits, (3) closing on equity and/or debt financing for Comstock Metals to sufficiently fund the construction and commissioning of the Company’s first industry-scale facility, (4) ordering all of the industry-scale equipment for our first industry-scale facility, (5) securing larger and longer terms supply contracts and (6) accelerating site selection for our second facility.
Mining Segment
Our Mining Segment generated income from leases, licenses, and related fees during 2024, and is administered by our wholly owned subsidiaries, Comstock Mining LLC, Comstock Processing LLC and various other local subsidiaries that collectively own, control, or retain royalty interest in twelve square miles of properties of patented mining claims, unpatented mining claims and surface parcels in northern Nevada, including six and a half miles of continuous mineralized strike length (the “Comstock Mineral Estate”).
On December 18, 2024, the Company executed a membership interest purchase agreement with Mackay Precious Metals Inc. (“Mackay”) pursuant to which the Company sold all of its right, title, and interest in its wholly owned subsidiary Comstock Northern Exploration LLC, and the Company's 25% interest in Pelen Limited Liability Company (“Pelen”), for an aggregate purchase price of $2,750,000. 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. The Company was paid $1.0 million in cash in 2024. On June 6, 2025, the parties executed an amendment (the “First Amendment”), to the membership interest purchase agreement. Pursuant to the First Amendment, the membership interest purchase agreement was amended to increase the purchase price to $2,950,000 bringing all final cash amounts due to a total of $1,950,000. As of September 30, 2025, the Company received all remaining cash payments of $1,950,000. For the nine-months ended September 30, 2025, pursuant to the First Amendment, the Company recognized an additional gain on the sale of mineral rights of $200,000 in our condensed consolidated statement of operations.
On June 30, 2023, the Company entered a Mineral Exploration and Mining Lease Agreement (“Mackay Mining Lease”) with Mackay. The Mackay Mining Lease terminated on December 18, 2024.
Our Mining Segment's 2025 objectives include (1) monetizing over $2.0 million from the sale of the northern mining claims, (2) advancing the preliminary economic assessment for the Dayton Consolidated Project and (3) the development of preliminary Dayton mine and reclamation plans, progressing toward full economic feasibility for Dayton. We are on track for completing our first two objectives. Precious metal prices for 2025 have been exceptionally strong, presenting additional economic opportunities for our monetizing our mining assets. The Company is reevaluating these alternatives during the fourth quarter of 2025.
Fuels Segment - Bioleum Corporation
We hold an investment in Bioleum, through our Preferred Series 1 equity position. Bioleum delivers advanced lignocellulosic biomass refining solutions that are setting new industry standards for the production of cellulosic ethanol, gasoline, renewable diesel, sustainable aviation fuel (“SAF”), and other renewable Bioleum™ 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, site conditions, and other process parameters. Bioleum has also negotiated the exclusive rights to intellectual properties developed by Hexas, subject to certain preexisting agreements, for production of purpose grown energy crops in liquid fuels applications with proven yields exceeding 25 to 30 dry metric tons per acre per year. The combination of Bioleum's high yielding refining platform and Hexas’ high yielding energy crops enables the production of enough feedstock to produce upwards of 100 barrels (at 42 gallons per barrel) of fuel per acre per year, with regenerative practices that can effectively transform marginal agricultural lands into perpetual “drop-in sedimentary oilfields” with the potential to dramatically boost regional energy security and rural economies. Bioleum plans to contribute to domestic energy dominance by directly building, owning, and operating a network of Bioleum refineries in the U.S. to produce up to 200 million barrels of renewable fuel per year by 2035, starting with its planned first 400,000 barrel per year commercial demonstration facility in Oklahoma. Bioleum will also license its advanced feedstock and refining solutions to third parties for additional production in global markets. Bioleum does not currently generate revenue.
Bioleum operates two complementary and interdependent pilot facilities, including a feedstock conversion and biointermediate production pilot in Wausau, Wisconsin (“Wausau Facility”), and a biointermediate conversion and renewable fuel production development pilot in Madison, Wisconsin (“Madison Facility”). Bioleum continues innovating its existing commercial process for the purpose of advancing its technological readiness, stabilizing and increasing its market-leading yields, further decreasing carbon intensities, and driving costs down in the longer-term pursuit of fossil parity. In addition to Hexas, Bioleum’s innovations group has also partnered with National Renewable Energy Laboratory (“NREL”), the Massachusetts Institute of Technology (“MIT”), RenFuel K2B AB (“RenFuel”), Emerging Fuels Technologies Inc. (“EFT”), and others with sponsored research, licensing, and other agreements.
Effective February 28, 2025, we effectively entered into a series of definitive agreements with subsidiaries of Marathon Petroleum Corporation (“Marathon”), involving the purchase of $14,000,000 in Bioleum equity as part of the Series A Financing, subject to a $700,000,000 valuation cap (“Investment”). The purchase price includes $1,000,000 in cash and $13,000,000 in payment-in-kind assets comprised of equipment, related intellectual properties, and other materials located at Marathon’s former renewable fuel demonstration facility in Madison, Wisconsin (“Payment-In-Kind Assets”).
In May 2025, Bioleum also completed the initial $20 million closing of its Series A preferred equity offering (“Series A Financing”). Bioleum also plans to complete its Series A Financing during 2025 and commence project equity and debt financings that includes an allocation of $152 million from the State of Oklahoma in project activity bonds for the construction of its planned first 400,000 barrel per year facility in Oklahoma.
Strategic Investments Segment
We own and manage several investments and projects that are strategic to our plans and ability to produce and maximize throughput in our Metals and Mining Segments, that are held for the purpose of complementing or enhancing our mission of accelerating the commercialization of hard technologies for the energy transition and creating value but that are not a component of such other segments or otherwise have distinct operating activities. Our Strategic Investments Segment includes minority equity and equity-linked investments in Green Li-ion Pte Limited (lithium-ion battery component recycler and remanufacturing), RenFuel (advanced biofuel development and production), Hexas (propagation and production of purpose grown energy crops), and Sierra Springs Opportunity Fund (northern Nevada real estate) and other equity investments. In November 2024, we completed a transaction for the disposition of our minority equity investment in GenMat while retaining the rights for using the technologies.
Other
Investments in Properties – The Company directly owns three types of properties in Silver Springs, NV, including 98 acres of industrial land, 160 acres of commercial land, both centrally located in Silver Springs, just south of the Silver Springs Regional Airport and a portfolio of water rights. The Company has begun marketing these assets for sale as both industrial and commercial development as interest in Silver Springs, NV has increased.
Outlook
Our goal is to Accelerate the Commercialization of Breakthrough Technologies.
Comstock innovates and commercializes technologies, systems and supply chains that extract, integrate and convert under-utilized natural and waste resources into clean energy products, including pioneering technologies that produce electrification metals and minerals from end-of-life solar panels, including aluminum, silver and other critical and rare earth metals.
Bioleum innovates and commercializes technologies, systems and supply chains that secure, extract, integrate and convert carbon-based materials from under-utilized waste and purpose grown energy crops that would ultimately produce a broad range of extremely low carbon renewable fuels, including cellulosic ethanol, renewable diesel and sustainable aviation fuels.
We are pushing the boundaries of what is possible in technology and sustainability by leveraging our teams’ unique skills, our investments and the related diverse technology portfolios and our frontier research and development networks toward achieving breakthrough innovations that deliver meaningful positive impact across industries, economies and communities. The primary focus for 2025 is the commercialization of Comstock Metals and the continuous innovation, development and engineering of technologies and solutions, by us and by our partners, that support the efficient conversion of these resources into clean, profitable energy products.
Corporate
The growth opportunities for both Comstock Metals and Bioleum developed beyond our original plans, and we have now realigned both the organizations and their respective capital bases with some of the most sophisticated partners for investment, feedstocks, technologies, operations, and offtakes, including significant investments.
We are expanding those partnerships across both our extended metals and fuels systems and supply chains, positioning them for industry leadership, exponential revenue growth and superior throughput profiles, especially for Metals and leading to cash profitability for Comstock Metals in 2026.
Comstock now owns a $65 million face value convertible preferred stock in Bioleum Corporation, ultimately convertible into 32.5 million common shares, positioning an exceptional value potential for Comstock’s shareholders and preserving Comstock’s ability to accelerate the growth and delivery of that value directly to shareholders.
The Company’s Corporate remaining objectives for the rest of 2025 include:
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Advance our legacy real estate and non-strategic investments for ultimate monetization; |
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Support the next phases of accelerating Metals growth; and |
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Finalize, communicate and implement plans to unlock maximum value from the separation of Bioleum. |
The Company's 2025 efforts to date have now resulted in two, fully dedicated, high-growth companies: our Nevada-based renewable metals operation with expanding production and our Oklahoma-headquartered Bioleum Corporation, with major research, development and pilot production operations based in Wausau and Madison, Wisconsin.
Comstock Metals
Comstock Metals has now been operating its first commercial demonstration facility for nearly 21 months and in November of 2024, submitted permits for the first industry-scale photovoltaic recycling facility. The Company expects these permits to be issued imminently during the fourth quarter of 2025. The industry-scale facilities are designed for 100,000 tons of annual capacity, with operations commencing post commissioning during the second quarter 2026.
Additional site selection activities are ongoing for the next two industry-scale facilities and multiple associated storage sites. The Company plans to ultimately build up to 7 industry-scale U.S. based recycling facilities.
The Company's Metals remaining objectives for the rest of 2025 include:
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Receive final permits for our first industry-scale facility in Silver Springs, NV; |
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Procure, deploy, and assemble plant and equipment for our first industry-scale facility in Silver Springs, NV; |
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Secure additional Master Service Agreements (MSA) with national and regional customers; |
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Complete site selection for two additional solar panel recycling locations; |
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Expand the system globally with international strategic and capital partners; and |
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Advance R&D efforts to recover more and higher-purity materials from recycled streams for offtake. |
Comstock Mining
Comstock Mining has amassed the single largest known repository of historical and current geological data within the Comstock mineral district, including extensive geophysical surveys, geological mapping, and drilling data, including the Dayton resource.
The Company's Mining remaining objectives for the rest of 2025 include:
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Commercialize agreements that either monetize or enable resource expansion of the central claims; |
| • | Publish the Dayton Consolidated Project technical work with preliminary economics and sensitivities; and |
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Complete the preliminary mine plans that enable the economic development of the southern district claims. |
The Company’s 2025 efforts will apply economic analysis to Comstock’s existing gold and silver resources progressing toward preliminary economic feasibility for the southern part of the district and the ultimate development of full mine and reclamation plans and the development of post productive land and community development plans.
Bioleum
Bioleum is actively engaged in the expansion of its pilot production facilities and the planning for its first commercial demonstration facilities and the associated supply chain participants (including feedstock, site selection, engineering, construction and procurement, and offtake).
Bioleum's remaining objectives for the rest of 2025 include:
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Advance efforts on the remaining subsidiary-level “Series A” equity financing in the separate Fuels entity; |
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Plan and deploy a Hexas-based, scalable, commercial demonstration fuel farm; |
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Complete site selection for first commercial biorefinery project in Oklahoma; |
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Expand integrated pilot production capabilities to up to two barrels per week of intermediates and fuels; and |
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Advance our innovation and development efforts toward even higher yields, lower costs and lower capital. |
Comstock Fuels also offers integrations of its solutions into existing agriculture, forestry, pulp and paper, ethanol, and existing petroleum infrastructures to generate additional capacities, revenues, technical services, engineering and royalties. The plans also include integrating Bioleum’s high yield Bioleum refining platform with Hexas’ high yield energy crops to provide enough feedstock to produce upwards of 100 barrels of fuel per acre per year, effectively transforming agricultural lands into perpetual “drop-in sedimentary oilfields” with the potential to dramatically boost domestic energy resources.
Strategic Investments
Investment in Green Li-ion
Green Li-ion continues making meaningful progress in the development and deployment of its system that remanufactures critical precursor cathode active materials (“PCAM”), having now deployed its first commercial battery remanufacturing facility from fully recycled battery materials deployed. The Company intends to sell the remaining 35,662 Green Li-ion preferred shares in 2026.
Investments in other non-mining real estate, water rights and securities
The Company has announced plans for selling its non-mining real estate and water rights anticipated in the latter part of 2026.
Corporate Information
The Company’s executive offices are located at 117 American Flat Road, Virginia City, Nevada 89440 and its telephone number is (775) 847-5272. The Company’s mailing address is P.O. Box 1118, Virginia City, Nevada 89440. The Company’s website address is www.comstock.inc. The Company’s website and the information contained on, or that can be accessed through, the website are not part of this prospectus.
The information appearing under “Cautionary Notice Regarding Forward Looking Statements” in the Form 10-K and the Form 10-Qs, is hereby incorporated by reference.
Investment in any securities offered pursuant to this prospectus and the applicable prospectus supplement involves risks. You should carefully consider the risk factors incorporated by reference to the Form 10-K, the Form 10-Qs or periodic reports we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus supplement before acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.
We will not receive any proceeds from the sale of any shares offered hereby by the sellers.
Information about the selling stockholders (excluding its subsequent transferees, pledgees, donees and successors) is identified below. The sellers may from time to time offer and sell shares of our Common Stock pursuant to this prospectus or any applicable prospectus supplement.
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Before Offering |
After Offering |
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Name |
Total Number of Shares Beneficially Owned |
Number of Shares Offered (1) |
Shares Beneficially Owned After Offering (1) |
Percentage of Shares Beneficially Owned After Offering (1) |
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Alvin Fund LLC |
1,986,933 |
1,986,933 (2) (3) |
0 | 0.00% |
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Gestrust SA TR |
1,500,000 |
1,500,000 (2) |
0 | 0.00% |
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Playford Family Canada LP |
208,333 |
208,333 (3) |
0 |
0.00% |
| Clyde Berg | 100,000 | 100,000 (3) | 0 | 0.00% |
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(1) |
Assumes all shares registered hereby are sold. |
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(2) |
Please see Exhibits 10.1, 10.2 and 10.3 in the Company’s Form 8-K, filed with the Commission on August 12, 2025, which is hereby incorporated herein by reference. |
| (3) | Please see in Exhibit 10.4, 10.5 and 10.6 under Item 16 Exhibits below the Subscription Agreements, dated May 5, 2025, between Comstock Inc., Alvin Fund LLC and Playford Family Canada LP and the Subscription Agreements, dated April 9, 2024, between Comstock Inc. and Clyde Berg. |
The Company’s authorized Common Stock consists of 245,000,000 shares, par value $0.000666 per share. The description of our Common Stock contained in our Form 8-K, filed with the Commission on March 12, 2025, is hereby incorporated by reference. The Company currently has 51,264,247 shares of Common Stock issued and outstanding as of November 20, 2025, including the number of shares beneficially owned and being registered herein. All shares of Common Stock presently outstanding are fully paid and non-assessable.
We can issue securities in definitive form or in the form of one or more global securities. We describe global securities in greater detail below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee, depositary or warrant agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only the person in whose name a security is registered is recognized as the holder of that security. Securities issued in global form will be registered in the name of the depositary or its participants. Consequently, for securities issued in global form, we will recognize only the depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.
As a result, investors in a book-entry security will not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not holders, of the securities.
Street Name Holders
We may terminate a global security or issue securities in non-global form. In these cases, investors may choose to hold their securities in their own names or in “street name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at that institution.
For securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities, and we will make all payments on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.
Legal Holders
Our obligations, as well as the obligations of any applicable trustee and of any third parties employed by us or a trustee, run only to the legal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities only in global form.
For example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of a default or of our obligation to comply with a particular provision of the indenture or for other purposes. In such an event, we would seek approval only from the holders, and not the indirect holders, of the securities. Whether and how the holders contact the indirect holders is up to the holders.
Special Considerations For Indirect Holders
If you hold securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should check with your own institution to find out:
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how it handles securities payments and notices; |
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• |
whether it imposes fees or charges; |
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• |
how it would handle a request for the holders’ consent, if ever required; |
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• |
whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future; |
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• |
how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and |
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• |
if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters. |
Global Securities
A global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities represented by the same global securities will have the same terms.
Each security issued in book-entry form will be represented by a global security that we deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all securities issued in book-entry form.
A global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations arise. We describe those situations below under “Special Situations When a Global Security Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will not be a holder of the security, but only an indirect holder of a beneficial interest in the global security.
If the prospectus supplement for a particular security indicates that the security will be issued in global form only, then the security will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing system.
Special Considerations For Global Securities
The rights of an indirect holder relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead deal only with the depositary that holds the global security.
If securities are issued only in the form of a global security, an investor should be aware of the following:
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• |
an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below; |
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• |
an investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above; |
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• |
an investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form; |
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• |
an investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective; |
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• |
the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security; |
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• |
we and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security, nor do we or any applicable trustee supervise the depositary in any way; |
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• |
the depositary may, and we understand that DTC will, require that those who purchase and sell interests in a global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and |
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financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the securities. |
There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.
Special Situations When a Global Security Will Be Terminated
In a few special situations described below, the global security will terminate and interests in it will be exchanged for physical certificates representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to their own name, so that they will be direct holders. We have described the rights of holders and street name investors above.
Unless we provide otherwise in the applicable prospectus supplement, the global security will terminate when the following special situations occur:
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if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days; |
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if we notify any applicable trustee that we wish to terminate that global security; or |
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if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived. |
The prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series of securities covered by the applicable prospectus supplement. When a global security terminates, the depositary, and not we or any applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.
The sellers may, from time to time, sell any or all of its shares of Common Stock on the NYSE AMERICAN or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. If the shares of Common Stock are sold through underwriters or broker-dealers, the sellers will be responsible for underwriting discounts or commissions or agent’s commissions. These sales may be at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of the sale or at negotiated prices. The sellers may use any one or more of the following methods when selling shares:
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on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; |
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in the over-the-counter market; |
| • |
in transactions otherwise than on these exchanges or systems or in the over-the-counter market; |
| • |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| • |
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| • |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| • |
an exchange distribution in accordance with the rules of the applicable exchange; |
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privately negotiated transactions; |
| • |
settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; |
| • |
broker-dealers may agree with the sellers to sell a specified number of such shares at a stipulated price per share; |
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a combination of any such methods of sale; |
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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or |
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any other method permitted pursuant to applicable law. |
The sellers may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.
Broker-dealers engaged by the sellers may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the sellers (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with the rules of the NYSE AMERICAN or other stock exchange on which the Common Stock is traded.
In connection with the sale of the Common Stock or interests therein, the sellers may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The sellers may also sell shares of the Common Stock short and deliver these securities to close out short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The sellers may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares. The sellers may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The sellers and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock for a period of two business days prior to the commencement of the distribution. In addition, the sellers will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the sellers or any other person. At the time a particular offering of the shares of Common Stock is made, a prospectus supplement, if required as determined by the Company in its sole discretion, will be distributed which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the sellers and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers. We will make copies of this prospectus available to the sellers and have informed the sellers of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale unless exempted from the prospectus delivery requirement.
The sellers may pledge or grant a security interest in some or all of the shares of Common Stock owned by it and, if it defaults in the performance of secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time to time pursuant to this prospectus or any amendment or supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of sellers to include the pledgee, transferee or other successors in interest as sellers under this prospectus. The sellers also may transfer and donate the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
There can be no assurance that any sellers will sell any or all of the shares of Common Stock registered pursuant to the registration statement, of which this prospectus forms a part.
Once sold under the registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.
We will not receive any of the proceeds from the sale by the sellers of the shares of Common Stock. We will pay all expenses of the registration of the shares of Common Stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that the sellers will pay all underwriting discounts and selling commissions, if any.
The validity of the securities offered and to be offered hereby and certain other legal matters will be passed upon for us by McDonald Carano LLP, Reno, Nevada. Counsel for any underwriter or agent will be named in the applicable prospectus supplement.
The consolidated financial statements as of and for the years ended December 31, 2024 and 2023 incorporated in this prospectus by reference to the Form 10-K have been so incorporated in reliance on the report of Assure CPA, LLC., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
Comstock Inc.
3,795,266 Shares of Common Stock
PROSPECTUS
, 2025
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all fees and expenses payable by the registrant in connection with the issuance and distribution of the securities being registered hereby (other than underwriting discounts and commissions). All of such expenses, except the Commission registration fee, are estimated.
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Commission registration fee |
$ | 1,672 | ||
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FINRA filing fee |
$ | 2,237 | ||
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NYSE AMERICAN supplemental listing fee |
(1 | ) | ||
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Fees and expenses of the trustee |
(1 | ) | ||
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Accounting fees and expenses |
$ | 10,000 | ||
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Legal fees and expenses |
$ | 12,500 | ||
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Blue Sky, qualification fees and expenses |
(1 | ) | ||
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Transfer agent fees and expenses |
(1 | ) | ||
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Printing and miscellaneous expenses |
$ | 750 | ||
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Total |
(1 | ) |
(1) These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.
Item 15. Indemnification of Directors and Officers.
Our Articles of Incorporation provide for the indemnification of a present or former director or officer to the fullest extent authorized by Nevada law. Such indemnification shall include, but not necessarily be limited to, expenses, including attorney's fees reasonably incurred or suffered by such officer or director.
Under certain circumstances, Chapter 78 of the NRS also provides for mandatory and discretionary indemnification, as applicable, of any person who is a director, officer, employee or agent of the Company. Nevada law provides that we may indemnify such individuals if they have not have breached their fiduciary duties under Chapter 78 of the NRS or if such person has acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Nevada law also provides that we must indemnify any person who is a director, officer, employee or agent of the Company, to the extent that the person is successful on the merits or otherwise in the defense of any threatened, pending or completed action, suit or proceeding brought against such person because such person is or was a director, officer, employee or agent of the Company, against expenses actually and reasonably incurred by the person in connection with defending the action, including, without limitation, attorney’s fees.
Item 16. Exhibits
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(a) |
The exhibits listed in the following table have been filed as part of this registration statement. |
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) If the registrant is relying on Rule 430B:
A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Virginia City, Nevada, on November 21, 2025.
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COMSTOCK INC. |
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By: |
/s/ Corrado De Gasperis |
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Corrado De Gasperis |
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Executive Chairman & Chief Executive Officer |
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(Principal Executive Officer) |
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KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Corrado De Gasperis as his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments to this registration statement (which includes any additional registration statement under Rule 462(b)) together with all schedules and exhibits thereto, (ii) act on, sign and file with the Securities and Exchange Commission any and all exhibits to this registration statement and any and all exhibits and schedules thereto, (iii) act on, sign and file any and all such certificates, applications, registration statements, notices, reports, instruments, agreements and other documents necessary or appropriate in connection with the registration or qualification under foreign and state securities laws of the securities described in this registration statement or any amendment thereto, or obtain an exemption therefrom, in connection with the offerings described therein and (iv) take any and all such actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, and hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact, any of them or any of his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Name |
Title |
Date |
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/s/ Corrado De Gasperis |
Executive Chairman & Chief Executive Officer and Director |
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Corrado De Gasperis |
(Principal Executive Officer) |
November 21, 2025 |
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/s/ Judd Merrill |
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Judd Merrill |
Chief Financial Officer (Principal Financial Officer) |
November 21, 2025 | |
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/s/ Matthew J. Bieberly |
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Matthew J. Bieberly |
Chief Accounting Officer (Principal Accounting Officer) |
November 21, 2025 | |
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/s/ Leo M. Drozdoff |
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Leo M. Drozdoff |
Director |
November 21, 2025 | |
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/s/ William J. Nance |
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William J. Nance |
Director |
November 21, 2025 | |
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/s/ Walter A. Marting Jr. |
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Walter A. Marting Jr. |
Director |
November 21, 2025 | |
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/s/ Dr. Guez J. Salinas |
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Dr. Guez J. Salinas |
Director |
November 21, 2025 | |
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/s/ Kristin M. Slanina |
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Kristin M. Slanina |
Director |
November 21, 2025 |
Exhibit 5.1
November 21, 2025
Board of Directors
Comstock Inc.
117 American Flat Road
Virginia City, NV 89440
Ladies and Gentlemen:
We have acted as special Nevada counsel to Comstock Inc., a Nevada corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-3 (including the prospectus which is a part thereof, the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of 3,795,266 shares of common stock of the Company, par value $0.000666 per share, which are presently issued and outstanding and held by the selling stockholders named in the Registration Statement (the “Outstanding Shares”), all of which may be sold from time to time by selling stockholders named in the Registration Statement (the “Selling Stockholders”).
We have examined originals, or copies certified to our satisfaction, of (i) the Registration Statement, (ii) the transaction documents underlying and related to the Outstanding Shares (collectively, the “Transaction Documents”), (iii) the Second Amended and Restated Articles of Incorporation of the Company, as amended through the date hereof (the “Articles of Incorporation”), (iv) the Amended and Restated Bylaws of the Company, as amended through the date hereof (the “Bylaws”), and (v) such other corporate records of the Company, agreements and other instruments, certificates of public officials, certificates of officers and representatives of the Company and other documents as we have deemed it necessary as a basis for the opinions hereinafter expressed. The agreements, documents, certificates and instruments identified in (i) through (v) above are referred to herein as the “Documents.” In our examination we have assumed (a) the genuineness of all signatures on the Documents, (b) the legal capacity of natural persons executing the Documents, (c) the authenticity of all Documents submitted to us as originals, (d) the conformity with the original Documents of all Documents submitted to us as copies and the authenticity of the originals of such latter Documents, (e) that the parties to the Documents, other than the Company, had the power, corporate or otherwise, to enter into and perform all obligations thereunder, (f) other than with respect to the Company, the due authorization by all requisite action, corporate or other, of the Documents, (g) the execution, delivery, and performance by all parties of the Documents; and (h) that all Documents are valid, binding, and enforceable against the parties thereto. We have also assumed if any Outstanding Shares are issued in certificated form, stock certificates evidencing such Outstanding Shares, in the form of the specimen stock certificate provided to us, will be duly executed and delivered by the authorized officers of the Company and will have been duly countersigned by the Company’s transfer agent and registrar and duly registered on the books and records of the Company by the transfer agent and registrar of the Common Stock, or if issued in uncertificated form, valid book-entry notations will be been made and duly registered on the books and records of the Company by the transfer agent and registrar, in each case, in the name or on behalf of the holders of such shares of Common Stock and in accordance with the provisions of the Articles of Incorporation and Bylaws, each as amended and then in effect.
As to various questions of fact material to such opinions we have relied upon certifications by officers of the Company and other appropriate persons and statements contained in the Registration Statement, and the Transaction Documents. Additionally, we have assumed that the Registration Statement, and any amendments thereto, will comply with all applicable laws at the time the Outstanding Shares are offered or sold as contemplated by the Registration Statement.
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We have further assumed that: (i) the Registration Statement and any amendments thereto, the final prospectus and any prospectus supplement thereto, will comply with all applicable laws at the time the Outstanding Shares are offered or sold as contemplated by the Registration Statement, the final prospectus and any prospectus supplement; and (ii) the Company’s business is as set forth in the Registration Statement under the heading “Our Company.”
Based upon and subject to the foregoing, it is our opinion that the Outstanding Shares to be sold by the Selling Stockholders pursuant to the Registration Statement have been duly authorized, validly issued, fully paid and non-assessable.
We are qualified to practice law in the State of Nevada. The opinions set forth herein are expressly limited to and based exclusively on the general corporate laws of the State of Nevada, and we do not purport to be experts on, or to express any opinion with respect to the applicability or effect of, the laws of any other jurisdiction. We express no opinion herein concerning, and we assume no responsibility as to the laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities or bankruptcy laws, rules or regulations, any state securities or “blue sky” laws, rules or regulations or any state laws regarding fraudulent transfers. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.
This opinion is issued in the State of Nevada. By issuing this opinion, McDonald Carano LLP (i) shall not be deemed to be transacting business in any other state or jurisdiction other than the State of Nevada and (ii) does not consent to the jurisdiction of any state other than the State of Nevada. Any claim or cause of action arising out of the opinions expressed herein must be brought in the State of Nevada. Your acceptance of this opinion shall constitute your agreement to the foregoing.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder. This opinion is furnished to you in connection with the above-described Registration Statement and is not to be used, circulated, quoted from or otherwise relied on for any other purpose.
Sincerely,
MCDONALD CARANO LLP
Exhibit 10.4
SUBSCRIPTION AGREEMENT
1. Subscription.
(a) Subject to the conditions set forth in this Subscription Agreement (this "Agreement"), the undersigned, intending to be legally bound, hereby subscribes to purchase from Comstock Inc., a Nevada corporation (the "Company"), 416,667 shares of the Company's common stock (the "Securities") set forth on the signature page hereto for a purchase price per Security equal to $2.40. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Agreement.
(b) In executing this Agreement, the undersigned expressly acknowledges that any subscriptions for Securities under this Agreement shall be upon the terms and conditions set forth in this Agreement. The undersigned may not withdraw this subscription, or any amount paid pursuant thereto. The undersigned understands and acknowledges that his, her or its purchase of the Securities is contingent upon the acceptance in writing of this Agreement by the Company. The Company reserves the right, in its sole and absolute discretion, to withdraw, cancel, modify, or reject any subscription, in whole or in part, for any reason.
(c) The undersigned shall deliver to the Company (i) one executed and properly completed copies of this Agreement and (ii) the full aggregate amount of the purchase price for the Securities subscribed for hereunder. The undersigned agrees that payment of the purchase price required to purchase the number of Securities subscribed for hereunder shall be made by check payable or wire transfer to the Company in the amount of $1,000,000. If: (i) a subscription is rejected in whole or in part by the Company, or (ii) the offering is terminated for any reason, the undersigned's subscription shall be void and all funds received from the undersigned shall be returned as soon as practicable to the undersigned without any interest thereon, and without charge or deduction.
2. Representations, Warranties and Covenants of the Subscriber. The undersigned hereby represents and warrants to, and agrees with, the Company as follows:
(a) The undersigned is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act").
(b) The undersigned has a fundamental understanding of the businesses currently conducted by the Company and the businesses proposed to be conducted by the Company.
(c) The undersigned has had a reasonable opportunity to ask questions of the Company and its representatives. The Company has answered all inquiries that the undersigned or the undersigned's representatives have asked the Company regarding the Company or the offering of the Securities. The undersigned has had access to and has received all materials that have been requested by the undersigned. The undersigned has taken all the steps necessary to evaluate the merits and risks of an investment in the Securities.
(d) The undersigned has such knowledge and experience in finance, securities, investments and other business matters so as to be able to protect the interests of the undersigned in connection with this transaction, and the undersigned's investment in the Company is not material when compared to the undersigned's total financial capacity.
(e) The undersigned understands that there are significant risks incident to an investment in the Company as proposed herein, and the undersigned can afford to bear such risks, including, without limitation, the risk of losing the entire investment.
(f) The undersigned understands that the Securities have not been registered under the Securities Act, that the Securities will be issued on the basis of the exemption provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder and under exemptions under certain state securities laws, that this transaction has not been reviewed by, passed on or submitted to any federal or state agency or self-regulatory organization where an exemption is being relied upon, and that the Company's reliance thereon is based in part upon the representations made by the undersigned in this Agreement. As such, the undersigned acknowledges that the undersigned is familiar with the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Securities. In particular, the undersigned agrees that the Company shall not be required to give any effect to a sale, assignment or transfer of the Securities, unless (i) the sale, assignment or transfer of the Securities is registered under the Securities Act, it being understood that the Securities are not currently registered for sale and that the Company has no obligation or intention to so register the Securities, or (ii) such Securities are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act, or (iii) such sale, assignment or transfer is otherwise exempt from registration under the Securities Act. The undersigned further understands that an opinion of counsel and other documents may be required to transfer the Securities, and the undersigned also understands that a restrictive legend stating substantially the foregoing will be included on any certificate representing the Securities:
(g) The undersigned will acquire the Securities for the undersigned's own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, and has no present intention of distributing or selling to others any of such interest or granting any participation therein.
(h) If the undersigned is an individual, the undersigned (A) has legal capacity to enter into this Agreement, and (B) is a bona-fide resident of the state and/or country set forth in the undersigned's address below, and agrees that, in the event the undersigned's principal residence is changed prior to purchase of the Securities, the undersigned will promptly notify the Company in writing, and if the change is to a state and/or country in which offers and/or sales of the Securities in the manner contemplated is prohibited by. applicable law, that any offer to sell the Securities to the undersigned prior to notification of the change shall be deemed retracted and the undersigned shall no longer be entitled to purchase Securities pursuant to such offer.
(i) If the undersigned is a partnership, trust, limited liability company, corporation or other entity: (A) it has made other investments or engaged in other substantial business activities prior to receiving an opportunity to purchase the Securities; (B) it was not organized for the purpose of acquiring the Securities; (C) the person executing on behalf of the partnership, trust, limited liability company, corporation or other entity has the full power and authority to execute and comply with the terms of this Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf; (D) its principal place of business and principal office are located in the state and/or country set forth in its address below; and (E) the investment in the Securities has been affirmatively authorized, if required, by the governing board of such entity and is not prohibited by the governing documents of the entity.
(j) Any information provided to the undersigned by the Company or its representatives (to the extent any information has been provided) involves substantial risks and uncertainties. Risks, uncertainties and events may cause the Company's actual results to differ materially from its expectations, to the extent that such expectations were communicated to the undersigned. The undersigned is aware and acknowledges that the occurrence of these risks and uncertainties could have a material adverse effect on the Company's business, financial condition and results of operations and on the value of the Securities.
(k) The undersigned acknowledges that the representations, warranties and agreements made by the undersigned herein shall survive the execution and delivery of this Agreement and the purchase of the Securities. The information stated herein is true and complete as of the date hereof and will be true and complete as of the date on which the Company shall sell the Securities to the undersigned. If, prior to the final consummation of the offer and sale of the Securities, there should be any change in such information or any of such information becomes incorrect or incomplete, the undersigned agrees to notify and supply promptly corrective information to the Company in writing.
(l) The undersigned acknowledges that the Company will have the right, in its sole and absolute discretion, to reject the subscription for any reason including, but not limited to, failure to meet suitability standards of the Company.
3. Registration Rights. The Company agrees that, no later than August 1, 2025 (the "Filing Deadline"), the Company will file with the SEC (at the Company's sole cost and expense) a registration statement (the "Registration Statement") registering the Subscriber's resale of the Securities, and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof following the Filing Deadline.
4. Indemnification. The undersigned agrees to indemnify and hold harmless the Company and each officer, director, employee, agent, representative, affiliate and controlling person of the Company from and against any and all loss, damage or liability due to or arising out of a breach of any representation, warranty, or covenant in this Agreement.
5. Miscellaneous.
(a) This Agreement shall be binding upon and inure to the benefit of the parties hereto, the successors and assigns of the Company, and the permitted successors and assigns of the undersigned.
(b) This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person or entity not a party to this Agreement.
(c) The validity, construction, enforcement, and interpretation of this Agreement are governed by the laws of the State of Nevada and the United States of America, without regard to principles of conflict of laws.
(d) This Agreement may not be amended except in a writing specifically intended for the purpose and executed by the party against whom enforcement of the amendment is sought.
(e) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
(f) This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which, together, shall constitute the same instrument.
[Signature lines on following page]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year this subscription has been accepted by the Company as set forth below.
By: /s/ George Melas
George Melas
Alvin Fund LLC
May 5, 2025
ACCEPTED BY:
Comstock Inc.
By: /s/ Corrado De Gasperis
Corrado De Gasperis
Executive Chairman & CEO
May 5, 2025
Exhibit 10.5
SUBSCRIPTION AGREEMENT
1. Subscription.
(a) Subject to the conditions set forth in this Subscription Agreement (this “Agreement”), the undersigned, intending to be legally bound, hereby subscribes to purchase from Comstock Inc., a Nevada corporation (the “Company”), 208,333 shares of the Company’s common stock (the “Securities”) set forth on the signature page hereto for a purchase price per Security equal to $2.40. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Agreement.
(b) In executing this Agreement, the undersigned expressly acknowledges that any subscriptions for Securities under this Agreement shall be upon the terms and conditions set forth in this Agreement. The undersigned may not withdraw this subscription, or any amount paid pursuant thereto. The undersigned understands and acknowledges that his, her or its purchase of the Securities is contingent upon the acceptance in writing of this Agreement by the Company. The Company reserves the right, in its sole and absolute discretion, to withdraw, cancel, modify, or reject any subscription, in whole or in part, for any reason.
(c) The undersigned shall deliver to the Company (i) one executed and properly completed copies of this Agreement and (ii) the full aggregate amount of the purchase price for the Securities subscribed for hereunder. The undersigned agrees that payment of the purchase price required to purchase the number of Securities subscribed for hereunder shall be made by check payable or wire transfer to the Company in the amount of $500,000. If: (i) a subscription is rejected in whole or in part by the Company, or (ii) the offering is terminated for any reason, the undersigned’s subscription shall be void and all funds received from the undersigned shall be returned as soon as practicable to the undersigned without any interest thereon, and without charge or deduction.
2. Representations, Warranties and Covenants of the Subscriber. The undersigned hereby represents and warrants to, and agrees with, the Company as follows:
(a) The undersigned is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
(b) The undersigned has a fundamental understanding of the businesses currently conducted by the Company and the businesses proposed to be conducted by the Company.
(c) The undersigned has had a reasonable opportunity to ask questions of the Company and its representatives. The Company has answered all inquiries that the undersigned or the undersigned’s representatives have asked the Company regarding the Company or the offering of the Securities. The undersigned has had access to and has received all materials that have been requested by the undersigned. The undersigned has taken all the steps necessary to evaluate the merits and risks of an investment in the Securities.
(d) The undersigned has such knowledge and experience in finance, securities, investments and other business matters so as to be able to protect the interests of the undersigned in connection with this transaction, and the undersigned’s investment in the Company is not material when compared to the undersigned’s total financial capacity.
(e) The undersigned understands that there are significant risks incident to an investment in the Company as proposed herein, and the undersigned can afford to bear such risks, including, without limitation, the risk of losing the entire investment.
(f) The undersigned understands that the Securities have not been registered under the Securities Act, that the Securities will be issued on the basis of the exemption provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder and under exemptions under certain state securities laws, that this transaction has not been reviewed by, passed on or submitted to any federal or state agency or self-regulatory organization where an exemption is being relied upon, and that the Company’s reliance thereon is based in part upon the representations made by the undersigned in this Agreement. As such, the undersigned acknowledges that the undersigned is familiar with the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Securities. In particular, the undersigned agrees that the Company shall not be required to give any effect to a sale, assignment or transfer of the Securities, unless (i) the sale, assignment or transfer of the Securities is registered under the Securities Act, it being understood that the Securities are not currently registered for sale and that the Company has no obligation or intention to so register the Securities, or (ii) such Securities are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act, or (iii) such sale, assignment or transfer is otherwise exempt from registration under the Securities Act. The undersigned further understands that an opinion of counsel and other documents may be required to transfer the Securities, and the undersigned also understands that a restrictive legend stating substantially the foregoing will be included on any certificate representing the Securities:
(g) The undersigned will acquire the Securities for the undersigned’s own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, and has no present intention of distributing or selling to others any of such interest or granting any participation therein.
(h) If the undersigned is an individual, the undersigned (A) has legal capacity to enter into this Agreement, and (B) is a bona-fide resident of the state and/or country set forth in the undersigned’s address below, and agrees that, in the event the undersigned’s principal residence is changed prior to purchase of the Securities, the undersigned will promptly notify the Company in writing, and if the change is to a state and/or country in which offers and/or sales of the Securities in the manner contemplated is prohibited by applicable law, that any offer to sell the Securities to the undersigned prior to notification of the change shall be deemed retracted and the undersigned shall no longer be entitled to purchase Securities pursuant to such offer.
(i) If the undersigned is a partnership, trust, limited liability company, corporation or other entity: (A) it has made other investments or engaged in other substantial business activities prior to receiving an opportunity to purchase the Securities; (B) it was not organized for the purpose of acquiring the Securities; (C) the person executing on behalf of the partnership, trust, limited liability company, corporation or other entity has the full power and authority to execute and comply with the terms of this Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf; (D) its principal place of business and principal office are located in the state and/or country set forth in its address below; and (E) the investment in the Securities has been affirmatively authorized, if required, by the governing board of such entity and is not prohibited by the governing documents of the entity.
(j) Any information provided to the undersigned by the Company or its representatives (to the extent any information has been provided) involves substantial risks and uncertainties. Risks, uncertainties and events may cause the Company’s actual results to differ materially from its expectations, to the extent that such expectations were communicated to the undersigned. The undersigned is aware and acknowledges that the occurrence of these risks and uncertainties could have a material adverse effect on the Company’s business, financial condition and results of operations and on the value of the Securities.
(k) The undersigned acknowledges that the representations, warranties and agreements made by the undersigned herein shall survive the execution and delivery of this Agreement and the purchase of the Securities. The information stated herein is true and complete as of the date hereof and will be true and complete as of the date on which the Company shall sell the Securities to the undersigned. If, prior to the final consummation of the offer and sale of the Securities, there should be any change in such information or any of such information becomes incorrect or incomplete, the undersigned agrees to notify and supply promptly corrective information to the Company in writing.
(l) The undersigned acknowledges that the Company will have the right, in its sole and absolute discretion, to reject the subscription for any reason including, but not limited to, failure to meet suitability standards of the Company.
3. Registration Rights. The Company agrees that, no later than August 1, 2025 (the “Filing Deadline”), the Company will file with the SEC (at the Company’s sole cost and expense) a registration statement (the “Registration Statement”) registering the Subscriber’s resale of the Securities, and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof following the Filing Deadline.
4. Indemnification. The undersigned agrees to indemnify and hold harmless the Company and each officer, director, employee, agent, representative, affiliate and controlling person of the Company from and against any and all loss, damage or liability due to or arising out of a breach of any representation, warranty, or covenant in this Agreement.
5. Miscellaneous.
(a) This Agreement shall be binding upon and inure to the benefit of the parties hereto, the successors and assigns of the Company, and the permitted successors and assigns of the undersigned.
(b) This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person or entity not a party to this Agreement.
(c) The validity, construction, enforcement, and interpretation of this Agreement are governed by the laws of the State of Nevada and the United States of America, without regard to principles of conflict of laws.
(d) This Agreement may not be amended except in a writing specifically intended for the purpose and executed by the party against whom enforcement of the amendment is sought.
(e) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
(f) This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which, together, shall constitute the same instrument.
[Signature lines on following page]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year this subscription has been accepted by the Company as set forth below.
By: /s/ Ray Baterina
Playford Family Canada LP
General Partner; Ray Baterina
May 5, 2025
ACCEPTED BY:
Comstock Inc.
| By: | /s/ Corrado De Gasperis |
Corrado De Gasperis
Executive Chairman & CEO
May 5, 2025
Exhibit 10.6
SUBSCRIPTION AGREEMENT
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1. |
Subscription. |
(a) Subject to the conditions set forth in this Subscription Agreement (this "Agreement"), the undersigned, intending to be legally bound, hereby subscribes to purchase from Comstock Inc., a Nevada corporation (the "Company"), 1,000,000 shares of the Company's common stock (the "Securities") set forth on the signature page hereto for a purchase price per Security equal to $0.25. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Agreement.
(b) In executing this Agreement, the undersigned expressly acknowledges that any subscriptions for Securities under this Agreement shall be upon the terms and conditions set forth in this Agreement. The undersigned may not withdraw this subscription or any amount paid pursuant thereto. The undersigned understands and acknowledges that his, her or its purchase of the Securities is contingent upon the acceptance in writing of this Agreement by the Company. The Company reserves the right, in its sole and absolute discretion, to withdraw, cancel, modify, or reject any subscription, in whole or in part, for any reason.
(c) The undersigned shall deliver to the Company (i) two (2) executed and properly completed copies of this Agreement and (ii) the full aggregate amount of the purchase price for the Securities subscribed for hereunder. The undersigned agrees that payment of the purchase price required to purchase the number of Securities subscribed for hereunder shall be made by check payable or wire transfer to the Company in the amount of $250,000. If: (i) a subscription is rejected in whole or in part by the Company, or (ii) the offering is terminated for any reason, the undersigned's subscription shall be void and all funds received from the undersigned shall be returned as soon as practicable to the undersigned without any interest thereon, and without charge or deduction.
2. Representations. Warranties and Covenants of the Subscriber. The undersigned hereby represents and warrants to, and agrees with, the Company as follows:
(a) The undersigned is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act").
(b) The undersigned has a fundamental understanding of the businesses currently conducted by the Company and the businesses proposed to be conducted by the Company.
(c) The undersigned has had a reasonable opportunity to ask questions of the Company and its representatives. The Company has answered all inquiries that the undersigned or the undersigned's representatives have asked the Company regarding the Company or the offering of the Securities. The undersigned has had access to and has received all materials that have been requested by the undersigned. The undersigned has taken all the steps necessary to evaluate the merits and risks of an investment in the Securities.
(d) The undersigned has such knowledge and experience in finance, securities, investments and other business matters so as to be able to protect the interests of the undersigned in connection with this transaction, and the undersigned's investment in the Company is not material when compared to the undersigned's total financial capacity.
(e) The undersigned understands that there are significant risks incident to an investment in the Company as proposed herein, and the undersigned can afford to bear such risks, including, without limitation, the risk of losing the entire investment.
(f) The undersigned understands that the Securities have not been registered under the Securities Act, that the Securities will be issued on the basis of the exemption provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder and under exemptions under certain state securities laws, that this transaction has not been reviewed by, passed on or submitted to any federal or state agency or self-regulatory organization where an exemption is being relied upon, and that the Company's reliance thereon is based in part upon the representations made by the undersigned in this Agreement. As such, the undersigned acknowledges that the undersigned is familiar with the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Securities. In particular, the undersigned agrees that the Company shall not be required to give any effect to a sale, assignment or transfer of the Securities, unless (i) the sale, assignment or transfer of the Securities is registered under the Securities Act, it being understood that the Securities are not currently registered for sale and that the Company has no obligation or intention to so register the Securities, or (ii) such Securities are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act, or (iii) such sale, assignment or transfer is otherwise exempt from registration under the Securities Act. The undersigned further understands that an opinion of counsel and other documents may be required to transfer the Securities, and the undersigned also understands that a restrictive legend stating substantially the foregoing will be included on any certificate representing the Securities:
(g) The undersigned will acquire the Securities for the undersigned's own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, and has no present intention of distributing or selling to others any of such interest or granting any participation therein.
(h) If the undersigned is an individual, the undersigned (A) has legal capacity to enter into this Agreement, and (B) is a bona-fide resident of the state and/or country set forth in the undersigned's address below, and agrees that, in the event the undersigned's principal residence is changed prior to purchase of the Securities, the undersigned will promptly notify the Company in writing, and if the change is to a state and/or country in which offers and/or sales of the Securities in the manner contemplated is prohibited by applicable law, that any offer to sell the Securities to the undersigned prior to notification of the change shall be deemed retracted and the undersigned shall no longer be entitled to purchase Securities pursuant to such offer.
(i) If the undersigned is a partnership, trust, limited liability company, corporation or other entity: (A) it has made other investments or engaged in other substantial business activities prior to receiving an opportunity to purchase the Securities; (B) it was not organized for the purpose of acquiring the Securities; (C) the person executing on behalf of the partnership, trust, limited liability company, corporation or other entity has the full power and authority to execute and comply with the terms of this Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf; (D) its principal place of business and principal office are located in the state and/or country set forth in its address below; and (E) the investment in the Securities has been affirmatively authorized, if required, by the governing board of such entity and is not prohibited by the governing documents of the entity.
(j) Any information provided to the undersigned by the Company or its representatives (to the extent any information has been provided) involves substantial risks and uncertainties. Risks, uncertainties and events may cause the Company's actual results to differ materially from its expectations, to the extent that such expectations were communicated to the undersigned. The undersigned is aware and acknowledges that the occurrence of these risks and uncertainties could have a material adverse effect on the Company's business, financial condition and results of operations and on the value of the Securities.
(k) The undersigned acknowledges that the representations, warranties and agreements made by the undersigned herein shall survive the execution and delivery of this Agreement and the purchase of the Securities. The information stated herein is true and complete as of the date hereof and will be true and complete as of the date on which the Company shall sell the Securities to the undersigned. If, prior to the final consummation of the offer and sale of the Securities, there should be any change in such information or any of such information becomes incorrect or incomplete, the undersigned agrees to notify and supply promptly corrective information to the Company in writing.
(l) The undersigned acknowledges that the Company will have the right, in its sole and absolute discretion, to reject the subscription for any reason including, but not limited to, failure to meet suitability standards of the Company.
3. Indemnification. The undersigned agrees to indemnify and hold harmless the Company and each officer, director, employee, agent, representative, affiliate and controlling person of the Company from and against any and all loss, damage or liability due to or arising out of a breach of any representation, warranty, or covenant in this Agreement.
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4. |
Miscellaneous. |
(a) This Agreement shall be binding upon and inure to the benefit of the parties hereto, the successors and assigns of the Company, and the permitted successors and assigns of the undersigned.
(b) This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person or entity not a party to this Agreement.
(c) The validity, construction, enforcement, and interpretation of this Agreement are governed by the laws of the State of Nevada and the United States of America, without regard to principles of conflict of laws.
(d) This Agreement may not be amended except in a writing specifically intended for the purpose and executed by the party against whom enforcement of the amendment is sought.
(e) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
(f) This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which, together, shall constitute the same instrument.
[Signature lines on following page]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year this subscription has been accepted by the Company as set forth below.
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Clyde Berg |
/s/ Clyde Berg |
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Subscriber |
Signature of Subscriber |
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April 9, 2024 |
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Date |
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ACCEPTED BY: |
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Comstock Inc. |
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/s/ Corrado De Gasperis |
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Corrado De Gasperis |
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Executive Chairman & CEO |
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April 9, 2024 |
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Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this registration statement of our report dated March 6, 2025, relating to the consolidated financial statements of Comstock Inc. (the “Company”) appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ Assure CPA LLC
Spokane, Washington
November 21, 2025
Exhibit 23.3
October 22, 2025
Robert E. Cameron, Ph.D.
Senior Associate of Behre Dolbear & Company (USA), Inc.
Comstock Inc. Form 10-K Consent Letter
The undersigned hereby consent to (i) the references to, and the information derived from, the technical report entitled TECHNICAL REPORT SUMMARY DAYTON CONSOLIDATED PROJECT LYON COUNTY, NEVADA, USA dated effective November 30, 2022; and (ii) the references, as applicable, to the undersigned names included in or incorporated by reference in their Annual Report for the Fiscal Year ending December 31, 2024 on Form 10-K and constituting a part of this registration statement, which was filed by Comstock Inc. with the United States Securities and Exchange Commission, and any amendments thereto.
Robert Cameron, Ph.D., a Senior Associate of Behre Dolbear & Company (USA), Inc., is responsible for authoring the Technical Report Summary and has read the Annual Report and consents to references to Robert Cameron, Ph.D. or Behre Dolbear & Company (USA), Inc., as applicable.
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Original Signed and Sealed by
Robert E. Cameron, Ph.D., MMSA Senior Associate of Behre Dolbear & Company (USA), Inc.
October 22, 2025 |
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Original Signed and Sealed by
H. John Head
Member, Executive Committee
Behre Dolbear Group, Inc.
October 22, 2025
Office: +1 (303) 620 0020 • inquiry@dolbear.com • www.dolbear.com
Behre Dolbear Group, Inc. 4255 South Buckley Road, #425 Aurora, Colorado 80013 USA