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FALSE000112097000011209702024-04-222024-04-22



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 22, 2024

COMSTOCK INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada
001-35200
65-0955118
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
117 American Flat Road, Virginia City, Nevada 89440
(Address of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, including Area Code: (775) 847-5272

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock, par value $0.000666 per share LODE NYSE American
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company      ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ☐




Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Alvin Fund Notes

On October 25, 2022, the Company entered into a promissory note (the “2022 Alvin Fund Note”) with Alvin Fund LLC (“Alvin Fund”). The 2022 Alvin Fund Note has an aggregate principal amount of $2,000,000. On September 30, 2023, the Company entered into an amendment with Alvin Fund to extend the maturity of the 2022 Alvin Fund Note to January 31, 2026, at an interest rate of 16% per annum.

On November 12, 2023, the Company entered into another secured promissory note (the “2023 Alvin Fund Note”) with Alvin Fund. The 2023 Alvin Fund Note has an aggregate principal amount of $2,100,000, which includes $100,000 original issue discount, a per annum interest rate of 8% and a maturity date of February 12, 2025. Interest is payable monthly on the 2023 Alvin Fund Note.

On April 22, 2024, the Company and Alvin Fund amended the 2022 Alvin Fund Note (the “2022 Alvin Fund Note Amendment”) to (i) extend the maturity date from January 31, 2026 to April 15, 2026, and (ii) include an additional payment equal to two months of interest, if paid in full prior to April 15, 2026.

On April 22, 2024, the Company and Alvin Fund also amended the 2023 Alvin Fund Note (the “2023 Alvin Fund Note Amendment”) to (i) extend the maturity date from February 12, 2025 to April 15, 2026, (ii) to increase the interest rate from 8% to 12% per annum, and (iii) include an additional payment equal to two months of interest, if paid in full prior to April 15, 2026.

The foregoing descriptions of the 2022 Alvin Fund Note Amendment and the 2023 Alvin Fund Note Amendment are qualified in their entirety by reference to the full text of the 2022 Alvin Fund Note Amendment and 2023 Alvin Fund Note Amendment, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Amendments to GHF Note

On December 15, 2021, the Company entered into a secured promissory note (the “GHF Note”) with GHF Inc., as lender (“GHF”). The GHF Note has an aggregate principal amount of $5,000,000, which includes $450,000 original issue discount, a per annum interest rate of 6% and a maturity date of December 15, 2024. Interest is payable monthly on the GHF Note.

On April 22, 2024, the Company and GHF amended the GHF Note (the “GHF Note Amendment”) to (i) extend the maturity date from December 15, 2024 to April 15, 2026, (ii) to increase the interest rate from 6% to 12% per annum, and (iii) include an additional payment equal to two months of interest if paid in full prior to April 15, 2026.

The foregoing description of the GHF Note Amendment is qualified in its entirety by reference to the full text of the GHF Note Amendment, a copy of which is filed as Exhibit 10.3, to this Current Report on Form 8-K and incorporated herein by reference.

Amendments to the Alvin Fund and GHF Warrants

On August 22, 2022, the Company amended the prepayment provision of the GHF Note to reduce the amount required to be paid from the Daney Ranch sale to $710,000. As consideration for the amendment, the Company issued GHF warrants to purchase 200,000 shares of the Company’s common stock at a price of $1.00 per share (the “First GHF Warrant Agreement”). The warrants are exercisable for a period of two years commencing on August 22, 2022, and ending on August 22, 2024.




On November 12, 2022, in connection with the Alvin Fund Note, the Company issued warrants to Alvin Fund allowing them to purchase 1,000,000 shares of the Company’s common stock at $0.70 per share (the “Alvin Fund Warrant Agreement”). The warrants are exercisable on or prior to November 12, 2025.

On December 16, 2022, in compliance with the GHF Note, the Company issued warrants to GHF allowing them to purchase 1,000,000 shares of the Company’s common stock, 500,000 of which are exercisable at a price per share of $0.4555 (the “Second GHF Warrant Agreement”) and the remaining 500,000 at a price per share of $2.5217 (the “Third GHF Warrant Agreement” and collectively with the Alvin Fund Warrant Agreement, the First GHF Warrant Agreement and the Second GHF Warrant Agreement, the “Warrant Agreements”). The warrants are exercisable for a period of two years commencing on December 15, 2022, and ending on December 15, 2024.

On April 22, 2024, the Company, Alvin Fund, and GHF amended the Warrant Agreements (referred to herein as the “Alvin Fund Warrant Agreement Amendment, the “First GHF Warrant Agreement Amendment, the “Second GHF Warrant Agreement Amendment” and the “Third GHF Warrant Agreement Amendment”) to (i) lower the exercise price of the First GHF Warrant Agreement, the Third GHF Warrant Agreement and Alvin Fund Warrant Agreement to $0.4555 per share, and (ii) extend the expiration date of the Warrant Agreements to December 31, 2025.

The foregoing descriptions of the Alvin Fund Warrant Agreement Amendment, the First GHF Warrant Agreement Amendment, the Second GHF Warrant Agreement Amendment and the Third GHF Warrant Agreement Amendment are qualified in their entirety by reference to the full text of the respective agreements, copies of which are filed as Exhibits 10.4, 10.5, 10.6 and 10.7, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1
10.2
10.3
10.4
10.5
10.6
10.7
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURE

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

         
    COMSTOCK INC.
       
Date: April 24, 2024   By:   /s/ Corrado De Gasperis
       
Corrado De Gasperis
Executive Chairman and Chief Executive Officer






EX-10.1 2 exhibit101-promissorynotea.htm EX-10.1 Document
Exhibit 10.1
PROMISSORY NOTE AMENDMENT
This Promissory Note Amendment (this “Amendment”), dated as of April 22, 2024, is entered into by and between Comstock Inc., a Nevada corporation (the “Borrower”), and Alvin Fund LLC (“Lender”). Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to them in the Promissory Note (as defined below).
R E C I T A L S:
WHEREAS, the Borrower and the Lender entered into that certain Promissory Note, dated as of October 25, 2022 (the “Promissory Note”);
WHEREAS, on September 25, 2023, the Borrower and Lender amended the Promissory note to (i) extend the Maturity Date from October 25, 2023 to January 31, 2026, and (ii) increase the interest rate commending on October 26, 2023 from 9.0% per annum to 16.0% per annum;
WHEREAS, the Borrower and the Lender desire to amend the Promissory Note to permit the Borrower to repay the Promissory Note in full on or prior April 15, 2026 and to incur a prepayment penalty upon repayment of the Promissory Note in full prior to April 15, 2026.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants, and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.Amendments to Promissory Note. Section 1 of the Promissory Note is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:
“The principal amount of this promissory note shall be payable in lawful money of the United States on or prior to April 15, 2026 (the “Maturity Date”). All payments shall be applied first to accrued interest, and thereafter to principal. The outstanding principal amount of this promissory note plus all unpaid accrued interest shall be due and payable on an Event of Default (as defined below).”
Section 3 of the Promissory Note is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:
“Borrower may prepay the principal amount, or any portion thereof, in full or in part at any time upon payment of a prepayment penalty equal to two (2) monthly interest payments, as such interest is calculated in Section 2. Any such prepayment shall be accompanied by accrued and unpaid interest on the principal amount, or such portion thereof, prepaid to the date of such prepayment. The Borrower shall be required to prepay this promissory note with the net cash proceeds received by the Borrower with respect to any sales of the Collateral (as defined below). The Borrower shall notify the Lender of any such sale and the estimated amount of such net proceeds within 5 days after such sale. The Borrower shall be required to prepay this Note with cash proceeds received by Borrower with respect to any sales of the Borrower’s non-mining assets, i.e., the Borrower’s Silver Springs real properties and water rights and the Borrower’s interest in the Sierra Springs Opportunity Fund, Inc.”







2.Full Force and Effect. Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Promissory Note shall remain in full force and effect in accordance with their respective terms. This Amendment shall not constitute an amendment or waiver of any provision of the Promissory Note except as expressly set forth herein. Upon the execution and delivery hereof, the Promissory Note shall thereupon be deemed to be amended and supplemented as hereinabove set forth as fully and with the same effect as if the amendments and supplements made hereby were originally set forth in the Promissory Note, and this Amendment and the Promissory Note shall henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Promissory Note. As used in the Promissory Note, the terms “this Note,” “herein,” “hereinafter,” “hereto,” and words of similar import shall mean and refer to, from and after the date of this Amendment, unless the context requires otherwise, the Promissory Note as amended by this Amendment.
3.Governing Law. This Amendment, and all claims arising out of or relating to it, shall be governed by and construed in accordance with the laws of the State of Nevada, excluding that body of law relating to conflict of laws.
4.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.









































4894-0206-7127.2



IN WITNESS WHEREOF, the Borrower and the Lender have caused this Amendment to be executed as of the day and year as first written above.

Alvin Fund LLC

By: /s/ George Melas-Kyriazi
c/o George Melas-Kyriazi, Director
243 Riverside Drive, APT 905
New York, NY 10025


Comstock Inc.

By:/s/ Corrado De Gasperis
Corrado DeGasperis
Executive Chairman and CEO
117 American Flat Road
P.O. Box 1118
Virginia City, Nevada 89440
degasperis@comstockinc.com

4894-0206-7127.2

EX-10.2 3 exhibit102-promissorynotea.htm EX-10.2 Document


Exhibit 10.2
PROMISSORY NOTE AMENDMENT
This Promissory Note Amendment (this “Amendment”), dated as of April 22, 2024, is entered into by and between Comstock Inc., a Nevada corporation (the “Borrower”), and Alvin Fund LLC (“Lender”). Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to them in the Promissory Note (as defined below).
R E C I T A L S:
WHEREAS, the Borrower and the Lender entered into that certain Promissory Note, dated as of November 12, 2023 (the “Promissory Note”);
WHEREAS, pursuant to the Promissory Note, the Maturity Date is defined as February 12, 2025 and therefore the Borrower is required to repay the Promissory Note in full on or prior to such date;
WHEREAS, pursuant to the Promissory Note, interest accrues at a rate of 8.0% per annum and commencing on the date of this Amendment and thereafter, the Borrower and the Lender desire to amend the Promissory Note to accrue interest at 12.0% per annum; and
WHEREAS, the Borrower and the Lender desire to amend the Promissory Note to permit the Borrower to (i) repay the Promissory Note in full on or prior April 15, 2026, (ii) allow payment in the form of shares of common stock, (iii) increase the interest rate commencing on the date of this Amendment and (iv) incur a prepayment penalty upon repayment of the Promissory Note in full prior to April 15, 2026.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants, and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.Amendments to Promissory Note. Section 1 of the Promissory Note is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:
“The principal amount of this promissory note shall be payable in lawful money of the United States on or prior to April 15, 2026 (the “Maturity Date”). All payments shall be applied first to accrued interest, and thereafter to principal. The outstanding principal amount of this promissory note plus all unpaid accrued interest shall be due and payable on an Event of Default (as defined below).”
Section 2 of the Promissory Note is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:
“Borrower promises to pay simple interest on the outstanding principal amount hereof from the date hereof until payment in full, which interest shall be payable at the rate of 12% per annum (at all times after April 22, 2024) and 8.0% prior April 22, 2024. Interest shall be calculated on the basis of a 365-day year and number of days lapsed. Payment of accrued interest shall be due on the fifth (5th) Business Day (as defined below) of each month. “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the State of Nevada are authorized or required by law to remain closed.
4872-5026-5527.2



Principal and/or interest shall be payable in cash or restricted shares of common stock (“Shares”) issued by the Borrower or a combination of cash and Shares, as determined by the Borrower, in its sole discretion. Within three (3) days of the last Business Day of the month prior to the month in which accrued interest becomes due, the Borrower shall provide written notice to the Lender of the combination of cash and Shares to be paid. If and to the extent that interest is paid in the form of Shares, the number of Shares shall be equal to the dollar amount of the interest payment then payable divided by the volume weighted average sales price of the Borrower’s common stock for the 20 trading days preceding the date of the interest payment. If an Event of Default (as defined below) has occurred and is continuing, interest on this promissory note shall accrue at a rate of 20% per annum (the “Default Rate”) until such Event of Default is cured or this promissory note is paid in full.”
Section 3 of the Promissory Note is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:
“Borrower may prepay the principal amount, or any portion thereof, in full or in part at any time upon payment of a prepayment penalty equal to two (2) monthly interest payments, as such interest is calculated in Section 2. Any such prepayment shall be accompanied by accrued and unpaid interest on the principal amount, or such portion thereof, prepaid to the date of such prepayment. The Borrower shall be required to prepay this promissory note with the net cash proceeds received by the Borrower with respect to any sales of the Collateral (as defined below). The Borrower shall notify the Lender of any such sale and the estimated amount of such net proceeds within 5 days after such sale. The Borrower shall be required to prepay this Note with cash proceeds received by Borrower with respect to any sales of the Borrower’s non-mining assets, i.e., the Borrower’s Silver Springs real properties and water rights and the Borrower’s interest in the Sierra Springs Opportunity Fund, Inc.”
2.Full Force and Effect. Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Promissory Note shall remain in full force and effect in accordance with their respective terms. This Amendment shall not constitute an amendment or waiver of any provision of the Promissory Note except as expressly set forth herein. Upon the execution and delivery hereof, the Promissory Note shall thereupon be deemed to be amended and supplemented as hereinabove set forth as fully and with the same effect as if the amendments and supplements made hereby were originally set forth in the Promissory Note, and this Amendment and the Promissory Note shall henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Promissory Note. As used in the Promissory Note, the terms “this Note,” “herein,” “hereinafter,” “hereto,” and words of similar import shall mean and refer to, from and after the date of this Amendment, unless the context requires otherwise, the Promissory Note as amended by this Amendment.
3.Governing Law. This Amendment, and all claims arising out of or relating to it, shall be governed by and construed in accordance with the laws of the State of Nevada, excluding that body of law relating to conflict of laws.
4872-5026-5527.2



4.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

4872-5026-5527.2




IN WITNESS WHEREOF, the Borrower and the Lender have caused this Amendment to be executed as of the day and year as first written above.


Alvin Fund LLC

By: /s/ George Melas-Kyriazi
c/o George Melas-Kyriazi, Director
243 Riverside Drive, APT 905
New York, NY 10025


Comstock Inc.

By:/s/ Corrado De Gasperis
Corrado DeGasperis
Executive Chairman and CEO
117 American Flat Road
P.O. Box 1118
Virginia City, Nevada 89440
degasperis@comstockinc.com
























4872-5026-5527.2

EX-10.3 4 exhibit103-promissorynotea.htm EX-10.3 Document


Exhibit 10.3
PROMISSORY NOTE AMENDMENT
This Promissory Note Amendment (this “Amendment”), dated as of April 22, 2024, is entered into by and between Comstock Inc., a Nevada corporation (the “Borrower”), and GHF, Inc. (“Lender”). Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to them in the Promissory Note (as defined below).
R E C I T A L S:
WHEREAS, the Borrower and the Lender entered into that certain Promissory Note, dated as of December 15, 2021 (the “Promissory Note”);
WHEREAS, pursuant to the Promissory Note, the Maturity Date is defined as December 15, 2024 and therefore the Borrower is required to repay the Promissory Note in full on or prior to such date;
WHEREAS, pursuant to the Promissory Note, interest accrues at a rate of 6.0% per annum and commencing on the date of this Amendment and thereafter, the Borrower and the Lender desire to amend the Promissory Note to accrue interest at 12.0% per annum; and
WHEREAS, the Borrower and the Lender desire to amend the Promissory Note to permit the Borrower to (i) repay the Promissory Note in full on or prior April 15, 2026, (ii) increase the interest rate commencing on the date of this Amendment and (iii) incur a prepayment penalty upon repayment of the Promissory Note in full prior to April 15, 2026.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants, and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.Amendments to Promissory Note. Section 1 of the Promissory Note is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:
“The principal amount of this promissory note shall be payable in lawful money of the United States on or prior to April 15, 2026 (the “Maturity Date”). All payments shall be applied first to accrued interest, and thereafter to principal. The outstanding principal amount of this promissory note plus all unpaid accrued interest shall be due and payable on an Event of Default (as defined below).”
Section 2 of the Promissory Note is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:
“Borrower promises to pay simple interest on the outstanding principal amount hereof from the date hereof until payment in full, which interest shall be payable at the rate of 12% per annum (at all times after April 22, 2024) and 6.0% prior April 22, 2024. Interest shall be calculated on the basis of a 365-day year and number of days lapsed. Payment of accrued interest shall be due on the fifth (5th) Business Day (as defined below) of each month. “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the State of Nevada are authorized or required by law to remain closed.
4894-7691-7175.2





Principal and/or interest shall be payable in cash. If an Event of Default (as defined below) has occurred and is continuing, interest on this promissory note shall accrue at a rate of 20% per annum (the “Default Rate”) until such Event of Default is cured or this promissory note is paid in full.”
Section 3 of the Promissory Note is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:
“Borrower may prepay the principal amount, or any portion thereof, in full or in part at any time upon payment of a prepayment penalty equal to two (2) monthly interest payments, as such interest is calculated in Section 2. Any such prepayment shall be accompanied by accrued and unpaid interest on the principal amount, or such portion thereof, prepaid to the date of such prepayment. The Borrower Company shall be required to prepay this promissory note with the net cash proceeds received by the Borrower with respect to any sales of the Collateral (as defined below). The Borrower shall notify the Lender of any such sale and the estimated amount of such net proceeds within 5 days after such sale.”
2.Full Force and Effect. Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Promissory Note shall remain in full force and effect in accordance with their respective terms. This Amendment shall not constitute an amendment or waiver of any provision of the Promissory Note except as expressly set forth herein. Upon the execution and delivery hereof, the Promissory Note shall thereupon be deemed to be amended and supplemented as hereinabove set forth as fully and with the same effect as if the amendments and supplements made hereby were originally set forth in the Promissory Note, and this Amendment and the Promissory Note shall henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Promissory Note. As used in the Promissory Note, the terms “this Note,” “herein,” “hereinafter,” “hereto,” and words of similar import shall mean and refer to, from and after the date of this Amendment, unless the context requires otherwise, the Promissory Note as amended by this Amendment.
3.Governing Law. This Amendment, and all claims arising out of or relating to it, shall be governed by and construed in accordance with the laws of the State of Nevada, excluding that body of law relating to conflict of laws.
4.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

4894-7691-7175.2





IN WITNESS WHEREOF, the Borrower and the Lender have caused this Amendment to be executed as of the day and year as first written above.

GHF, Inc.

By: /s/George Melas-Kyriazi
George Melas-Kyriazi, Director
243 Riverside Drive, APT 905
New York, NY 10025

By: /s/ Theodore Melas-Kyriazi
Theodore Melas-Kyriazi, Director
215 West 98th Street, Apt. 10A,
New York, NY 10025


Comstock Inc.

By: /s/ Corrado De Gasperis
Corrado DeGasperis
Executive Chairman and CEO
117 American Flat Road
P.O. Box 1118
Virginia City, Nevada 89440
degasperis@comstockinc.com
4894-7691-7175.2

EX-10.4 5 exhibit104-alvinfundwarran.htm EX-10.4 Document
Exhibit 10.4
COMMON STOCK PURCHASE WARRANT AMENDMENT
This Common Stock Purchase Warrant Amendment (this “Amendment”), dated as of April 22, 2024, is entered into by and between Comstock Inc., a Nevada corporation (the “Company”), and Alvin Fund LLC (“Holder”). Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to them in the Warrant (as defined below).
R E C I T A L S:
WHEREAS, the Company and the Holder entered into that certain Common Stock Purchase Warrant, dated as of November 12, 2023 (the “Warrant”);
WHEREAS, pursuant to the Warrant, the Holder is entitled to purchase 1,000,000 shares of the Stock at a price per share of $0.70 (the “Exercise Price”) per share on or prior to November 12, 2025 (the “Expiration Date”); and
WHEREAS, the Company and the Holder desire to amend the Warrant to (i) lower the Exercise Price from $0.70 to $0.4555, and (ii) extend the Expiration Date from November 12, 2025 to December 31, 2025.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants, and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.Amendments to Warrant.
The Preamble of the Warrant is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:
“This is to certify that, FOR VALUE RECEIVED, Alvin Fund LLC (the “Holder”) is entitled to purchase, subject to the provisions of this warrant (this “Warrant”), from the Company, 1,000,000 shares of common stock of the Company, par value $0.000666 per share (the “Stock”), at a price of per share of $0.4555 (the “Exercise Price”). The number of shares of Stock to be received and the Exercise Price to be paid therefor upon the exercise of this Warrant are subject to adjustment as set forth in Section 5 below. The shares of Stock deliverable upon such exercise at any time are hereinafter sometimes referred to as “Warrant Shares.’”
Section 1(a) of the Warrant is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:
“Procedural Requirements. This Warrant may be exercised in whole or in part at any time from the Issue Date until 5:00 p.m., Eastern Standard Time on December 31, 2025. In order to exercise this Warrant, the Holder shall deliver to the Company (A) the Purchase Form attached hereto as Exhibit A, duly completed and executed; (B) payment of the Exercise Price for the Warrant Shares; and (C) this Warrant upon receipt of the foregoing items, the Company shall execute or cause to be executed and deliver or cause to be delivered to the Holder, a certificate or certificates representing the aggregate number of full Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided.
4859-5271-2119.1



The stock certificate or certificates so delivered shall be in such denomination or denominations as the Holder shall request and shall be registered in the name of the Holder or, subject to the restrictions on transfer set forth herein, such other name as shall be designated in the notice. This Warrant shall he deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the Exercise Price and this Warrant, are received by the Company as described above. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the right of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. For purposes of clarity, GHF shall have the right to exercise the warrants through a cashless exercise.”
2.Full Force and Effect. Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Warrant shall remain in full force and effect in accordance with their respective terms. This Amendment shall not constitute an amendment or waiver of any provision of the Warrant except as expressly set forth herein. Upon the execution and delivery hereof, the Warrant shall thereupon be deemed to be amended and supplemented as hereinabove set forth as fully and with the same effect as if the amendments and supplements made hereby were originally set forth in the Warrant, and this Amendment and the Warrant shall henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Warrant. As used in the Warrant, the terms “this Note,” “herein,” “hereinafter,” “hereto,” and words of similar import shall mean and refer to, from and after the date of this Amendment, unless the context requires otherwise, the Warrant as amended by this Amendment.
3.Governing Law. This Amendment, and all claims arising out of or relating to it, shall be governed by and construed in accordance with the laws of the State of Nevada, excluding that body of law relating to conflict of laws.
4.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.
4859-5271-2119.1



IN WITNESS WHEREOF, the Company and the Holder have caused this Amendment to be executed as of the day and year as first written above.


Alvin Fund LLC

By: /s/ George Melas-Kyriazi
c/o George Melas-Kyriazi, Director
243 Riverside Drive, APT 905
New York, NY 10025


Comstock Inc.

By:/s/ Corrado De Gasperis
Corrado DeGasperis
Executive Chairman and CEO
117 American Flat Road
P.O. Box 1118
Virginia City, Nevada 89440
degasperis@comstockinc.com

4859-5271-2119.1

EX-10.5 6 exhibit105-firstghfwarrant.htm EX-10.5 Document
Exhibit 10.5
COMMON STOCK PURCHASE WARRANT AMENDMENT
This Common Stock Purchase Warrant Amendment (this “Amendment”), dated as of April 22, 2024, is entered into by and between Comstock Inc., a Nevada corporation (the “Company”), and GHF, Inc. (“Holder”). Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to them in the Warrant (as defined below).
R E C I T A L S:
WHEREAS, the Company and the Holder entered into that certain Common Stock Purchase Warrant, dated as of August 22, 2022 (the “Warrant”);
WHEREAS, pursuant to the Warrant, the Holder is entitled to purchase 200,000 shares of the Stock at a price per share of $1.00 (the “Exercise Price”) per share on or prior to August 22, 2024 (the “Expiration Date”); and
WHEREAS, the Company and the Holder desire to amend the Warrant to (i) lower the Exercise Price from $1.00 to $0.4555, and (ii) extend the Expiration Date from August 22, 2024 to December 31, 2025.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants, and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.Amendments to Warrant.
The Preamble of the Warrant is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:
“This is to certify that, FOR VALUE RECEIVED, GHF, Inc. (the “Holder”) is entitled to purchase, subject to the provisions of this warrant (this “Warrant”), from the Company, 200,000 shares of common stock of the Company, par value $0.000666 per share (the “Stock”), at a price of per share of $0.4555 (the “Exercise Price”). The number of shares of Stock to be received and the Exercise Price to be paid therefor upon the exercise of this Warrant are subject to adjustment as set forth in Section 5 below. The shares of Stock deliverable upon such exercise at any time are hereinafter sometimes referred to as “Warrant Shares.’”
Section 1(a) of the Warrant is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:
“Procedural Requirements. This Warrant may be exercised in whole or in part at any time from the Issue Date until 5:00 p.m., Eastern Standard Time on December 31, 2025. In order to exercise this Warrant, the Holder shall deliver to the Company (A) the Purchase Form attached hereto as Exhibit A, duly completed and executed; (B) payment of the Exercise Price for the Warrant Shares; and (C) this Warrant upon receipt of the foregoing items, the Company shall execute or cause to be executed and deliver or cause to be delivered to the Holder, a certificate or certificates representing the aggregate number of full Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided.

4888-6886-7255.1




The stock certificate or certificates so delivered shall be in such denomination or denominations as the Holder shall request and shall be registered in the name of the Holder or, subject to the restrictions on transfer set forth herein, such other name as shall be designated in the notice. This Warrant shall he deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the Exercise Price and this Warrant, are received by the Company as described above. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the right of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. For purposes of clarity, GHF shall have the right to exercise the warrants through a cashless exercise.”
2.Full Force and Effect. Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Warrant shall remain in full force and effect in accordance with their respective terms. This Amendment shall not constitute an amendment or waiver of any provision of the Warrant except as expressly set forth herein. Upon the execution and delivery hereof, the Warrant shall thereupon be deemed to be amended and supplemented as hereinabove set forth as fully and with the same effect as if the amendments and supplements made hereby were originally set forth in the Warrant, and this Amendment and the Warrant shall henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Warrant. As used in the Warrant, the terms “this Note,” “herein,” “hereinafter,” “hereto,” and words of similar import shall mean and refer to, from and after the date of this Amendment, unless the context requires otherwise, the Warrant as amended by this Amendment.
3.Governing Law. This Amendment, and all claims arising out of or relating to it, shall be governed by and construed in accordance with the laws of the State of Nevada, excluding that body of law relating to conflict of laws.
4.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.










4888-6886-7255.1




IN WITNESS WHEREOF, the Company and the Holder have caused this Amendment to be executed as of the day and year as first written above.

GHF, Inc.

By: /s/George Melas-Kyriazi
George Melas-Kyriazi, Director
243 Riverside Drive, APT 905
New York, NY 10025

By: /s/ Theodore Melas-Kyriazi
Theodore Melas-Kyriazi, Director
215 West 98th Street, Apt. 10A,
New York, NY 10025


Comstock Inc.

By: /s/ Corrado De Gasperis
Corrado DeGasperis
Executive Chairman and CEO
117 American Flat Road
P.O. Box 1118
Virginia City, Nevada 89440
degasperis@comstockinc.com


4888-6886-7255.1

EX-10.6 7 exhibit106-secondghfwarran.htm EX-10.6 Document


Exhibit 10.6
COMMON STOCK PURCHASE WARRANT AMENDMENT
This Common Stock Purchase Warrant Amendment (this “Amendment”), dated as of April 22, 2024, is entered into by and between Comstock Inc., a Nevada corporation (the “Company”), and GHF, Inc. (“Holder”). Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to them in the Warrant (as defined below).
R E C I T A L S:
WHEREAS, the Company and the Holder entered into that certain Common Stock Purchase Warrant, dated as of December 15, 2022 (the “Warrant”);
WHEREAS, pursuant to the Warrant, the Holder is entitled to purchase 500,000 shares of the Stock at a price per share of $0.4555 per share on or prior to December 15, 2024 (the “Expiration Date”); and
WHEREAS, the Company and the Holder desire to amend the Warrant to extend the Expiration Date from December 15, 2024 to December 31, 2025.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants, and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.Amendments to Warrant. Section 1(a) of the Warrant is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:
“Procedural Requirements. This Warrant may be exercised in whole or in part at any time from the Issue Date until 5:00 p.m., Eastern Standard Time on December 31, 2025. In order to exercise this Warrant, the Holder shall deliver to the Company (A) the Purchase Form attached hereto as Exhibit A, duly completed and executed; (B) payment of the Exercise Price for the Warrant Shares; and (C) this Warrant upon receipt of the foregoing items, the Company shall execute or cause to be executed and deliver or cause to be delivered to the Holder, a certificate or certificates representing the aggregate number of full Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided. The stock certificate or certificates so delivered shall be in such denomination or denominations as the Holder shall request and shall be registered in the name of the Holder or, subject to the restrictions on transfer set forth herein, such other name as shall be designated in the notice. This Warrant shall he deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the Exercise Price and this Warrant, are received by the Company as described above. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the right of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder.
4890-4201-3111.1



For purposes of clarity, GHF shall have the right to exercise the warrants through a cashless exercise.”
2.Full Force and Effect. Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Warrant shall remain in full force and effect in accordance with their respective terms. This Amendment shall not constitute an amendment or waiver of any provision of the Warrant except as expressly set forth herein. Upon the execution and delivery hereof, the Warrant shall thereupon be deemed to be amended and supplemented as hereinabove set forth as fully and with the same effect as if the amendments and supplements made hereby were originally set forth in the Warrant, and this Amendment and the Warrant shall henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Warrant. As used in the Warrant, the terms “this Note,” “herein,” “hereinafter,” “hereto,” and words of similar import shall mean and refer to, from and after the date of this Amendment, unless the context requires otherwise, the Warrant as amended by this Amendment.
3.Governing Law. This Amendment, and all claims arising out of or relating to it, shall be governed by and construed in accordance with the laws of the State of Nevada, excluding that body of law relating to conflict of laws.
4.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

4890-4201-3111.1



IN WITNESS WHEREOF, the Company and the Holder have caused this Amendment to be executed as of the day and year as first written above.

GHF, Inc.

By: /s/George Melas-Kyriazi
George Melas-Kyriazi, Director
243 Riverside Drive, APT 905
New York, NY 10025

By: /s/ Theodore Melas-Kyriazi
Theodore Melas-Kyriazi, Director
215 West 98th Street, Apt. 10A,
New York, NY 10025


Comstock Inc.

By: /s/ Corrado De Gasperis
Corrado DeGasperis
Executive Chairman and CEO
117 American Flat Road
P.O. Box 1118
Virginia City, Nevada 89440
degasperis@comstockinc.com
4890-4201-3111.1

EX-10.7 8 exhibit107-thirdghfwarrant.htm EX-10.7 Document
Exhibit 10.7
COMMON STOCK PURCHASE WARRANT AMENDMENT
This Common Stock Purchase Warrant Amendment (this “Amendment”), dated as of April 22, 2024, is entered into by and between Comstock Inc., a Nevada corporation (the “Company”), and GHF, Inc. (“Holder”). Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to them in the Warrant (as defined below).
R E C I T A L S:
WHEREAS, the Company and the Holder entered into that certain Common Stock Purchase Warrant, dated as of December 15, 2022 (the “Warrant”);
WHEREAS, pursuant to the Warrant, the Holder is entitled to purchase 500,000 shares of the Stock at a price per share of $2.5217 (the “Exercise Price”) per share on or prior to December 15, 2024 (the “Expiration Date”); and
WHEREAS, the Company and the Holder desire to amend the Warrant to (i) lower the Exercise Price from $2.5217 to $0.4555, and (ii) extend the Expiration Date from December 15, 2024 to December 31, 2025.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants, and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.Amendments to Warrant.
The Preamble of the Warrant is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:
“This is to certify that, FOR VALUE RECEIVED, GHF, Inc. (the “Holder”) is entitled to purchase, subject to the provisions of this warrant (this “Warrant”), from the Company, 500,000 shares of common stock of the Company, par value $0.000666 per share (the “Stock”), at a price of per share of $0.4555 (the “Exercise Price”). The number of shares of Stock to be received and the Exercise Price to be paid therefor upon the exercise of this Warrant are subject to adjustment as set forth in Section 5 below. The shares of Stock deliverable upon such exercise at any time are hereinafter sometimes referred to as ‘Warrant Shares.”
Section 1(a) of the Warrant is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:
“Procedural Requirements. This Warrant may be exercised in whole or in part at any time from the Issue Date until 5:00 p.m., Eastern Standard Time on December 31, 2025. In order to exercise this Warrant, the Holder shall deliver to the Company (A) the Purchase Form attached hereto as Exhibit A, duly completed and executed; (B) payment of the Exercise Price for the Warrant Shares; and (C) this Warrant upon receipt of the foregoing items, the Company shall execute or cause to be executed and deliver or cause to be delivered to the Holder, a certificate or certificates representing the aggregate number of full Warrant Shares issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter provided.



4888-1611-0519.2



The stock certificate or certificates so delivered shall be in such denomination or denominations as the Holder shall request and shall be registered in the name of the Holder or, subject to the restrictions on transfer set forth herein, such other name as shall be designated in the notice. This Warrant shall he deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder or any other person so designated shall be deemed to have become a holder of record of such shares for all purposes, as of the date the notice, together with the Exercise Price and this Warrant, are received by the Company as described above. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the right of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant, or, at the request of the Holder, appropriate notation may be made on this Warrant and the same returned to the Holder. For purposes of clarity, GHF shall have the right to exercise the warrants through a cashless exercise.”
2.Full Force and Effect. Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Warrant shall remain in full force and effect in accordance with their respective terms. This Amendment shall not constitute an amendment or waiver of any provision of the Warrant except as expressly set forth herein. Upon the execution and delivery hereof, the Warrant shall thereupon be deemed to be amended and supplemented as hereinabove set forth as fully and with the same effect as if the amendments and supplements made hereby were originally set forth in the Warrant, and this Amendment and the Warrant shall henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Warrant. As used in the Warrant, the terms “this Note,” “herein,” “hereinafter,” “hereto,” and words of similar import shall mean and refer to, from and after the date of this Amendment, unless the context requires otherwise, the Warrant as amended by this Amendment.
3.Governing Law. This Amendment, and all claims arising out of or relating to it, shall be governed by and construed in accordance with the laws of the State of Nevada, excluding that body of law relating to conflict of laws.
4.Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.















4888-1611-0519.2



IN WITNESS WHEREOF, the Company and the Holder have caused this Amendment to be executed as of the day and year as first written above.

GHF, Inc.

By: /s/George Melas-Kyriazi
George Melas-Kyriazi, Director
243 Riverside Drive, APT 905
New York, NY 10025

By: /s/ Theodore Melas-Kyriazi
Theodore Melas-Kyriazi, Director
215 West 98th Street, Apt. 10A,
New York, NY 10025


Comstock Inc.

By: /s/ Corrado De Gasperis
Corrado DeGasperis
Executive Chairman and CEO
117 American Flat Road
P.O. Box 1118
Virginia City, Nevada 89440
degasperis@comstockinc.com
4888-1611-0519.2

EX-99.1 9 exhibit991-pressreleasealv.htm EX-99.1 Document

Exhibit 99.1
comstocklogoblacka.jpg



COMSTOCK EXTENDS EXISTING PROMISSORY NOTES THROUGH APRIL 2026

VIRGINIA CITY, NEVADA, April 24, 2024 – Comstock Inc. (NYSE: LODE) (“Comstock” or the “Company”) announced today that earlier this week, the Company, Alvin Fund, and GHF Inc. amended their promissory notes and extended the maturities for all three existing promissory notes until April 15, 2026.

“GHF and Alvin have been dedicated and reliable stakeholders with a productive working relationship that spans almost a decade. We appreciate having the access and flexibility from this type of long-term capital, especially as we are capitalizing on our first-mover advantage in solar panel recycling, commercializing fuels and expanding the technology readiness and partnerships that grow our leads,” stated Corrado De Gasperis, Comstock’s Executive Chairman and CEO.

Comstock Metals is commercial now and is currently deploying its first commercial demonstration facility in Silver Springs, NV, while it begins preliminary design and engineering for its next 2-3 industry scale facilities and related storage sites. These metals-based wastes can cause a massive amount of pollution if simply allowed to be landfilled.

Comstock Fuels biorefining technologies are commercially ready and offer growth-enabling performance for prospective customers. Comstock Fuels is actively engaged in commercial discussions, including joint developments and licensing agreements representing future revenues from engineering services, designed to define and enable renewable fuel hubs.

In addition to the new maturity date of April 15, 2026, the Company also agreed to increase the interest rates to 12% per annum for two of the three notes and included an additional payment equal to two months of interest, in the event that they are paid off prior to maturity and adjusted and extended certain warrants priced at $0.4555 until December 31, 2025.

About Comstock
Comstock Inc. (NYSE: LODE) commercializes innovative technologies that contribute to global decarbonization by efficiently converting under-utilized natural resources, primarily, woody biomass into net zero renewable fuels, end-of-life metal extraction, and generative AI-enabled advanced materials synthesis and mineral discovery. To learn more, please visit www.comstock.inc.

Comstock Social Media Policy
Comstock Inc. has used, and intends to continue using, its investor relations link and main website at www.comstock.inc in addition to its Twitter, LinkedIn and YouTube accounts, as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.




CONTACTS:

For investor inquiries:
RB Milestone Group LLC
Tel (203) 487-2759
ir@comstockinc.com

For media inquiries or questions:
Comstock Inc., Zach Spencer
Tel (775) 847-7532
questions@comstockinc.com

Forward-Looking Statements

This press release and any related calls or discussions may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “would,” “potential” and similar expressions identify forward-looking statements but are not the exclusive means of doing so. Forward-looking statements include statements about matters such as: future market conditions; future explorations or acquisitions; future changes in our research, development and exploration activities; future financial, natural, and social gains; future prices and sales of, and demand for, our products and services; land entitlements and uses; permits; production capacity and operations; operating and overhead costs; future capital expenditures and their impact on us; operational and management changes (including changes in the Board of Directors); changes in business strategies, planning and tactics; future employment and contributions of personnel, including consultants; future land and asset sales; investments, acquisitions, joint ventures, strategic alliances, business combinations, operational, tax, financial and restructuring initiatives, including the nature, timing and accounting for restructuring charges, derivative assets and liabilities and the impact thereof; contingencies; litigation, administrative or arbitration proceedings; environmental compliance and changes in the regulatory environment; offerings, limitations on sales or offering of equity or debt securities, including asset sales and associated costs; business opportunities, growth rates, future working capital, needs, revenues, variable costs, throughput rates, operating expenses, debt levels, cash flows, margins, taxes and earnings. These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical and current trends, current conditions, possible future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations or warranties and are subject to risks and uncertainties, many of which are unforeseeable and beyond our control and could cause actual results, developments, and business decisions to differ materially from those contemplated by such forward-looking statements. Some of those risks and uncertainties include the risk factors set forth in our filings with the SEC and the following: adverse effects of climate changes or natural disasters; adverse effects of global or regional pandemic disease spread or other crises; global economic and capital market uncertainties; the speculative nature of gold or mineral exploration, and lithium, nickel and cobalt recycling, including risks of diminishing quantities or grades of qualified resources; operational or technical difficulties in connection with exploration, metal recycling, processing or mining activities; costs, hazards and uncertainties associated with precious and other metal based activities, including environmentally friendly and economically enhancing clean mining and processing technologies, precious metal exploration, resource development, economic feasibility assessment and cash generating mineral production; costs, hazards and uncertainties associated with metal recycling, processing or mining activities; contests over our title to properties; potential dilution to our stockholders from our stock issuances, recapitalization and balance sheet restructuring activities; potential inability to comply with applicable government regulations or law; adoption of or changes in legislation or regulations adversely affecting our businesses; permitting constraints or delays; challenges to, or potential inability to, achieve the benefits of business opportunities that may be presented to, or pursued by, us, including those involving battery technology and efficacy, quantum computing and generative artificial intelligence supported advanced materials development, development of cellulosic technology in bio-fuels and related material production; commercialization of cellulosic technology in bio-fuels and generative artificial intelligence development services; ability to successfully identify, finance, complete and integrate acquisitions, joint ventures, strategic alliances, business combinations, asset sales, and investments that we may be party to in the future; changes in the United States or other monetary or fiscal policies or regulations; interruptions in our production capabilities due to capital constraints; equipment failures; fluctuation of prices for gold or certain other commodities (such as silver, zinc, lithium, nickel, cobalt, cyanide, water, diesel, gasoline and alternative fuels and electricity); changes in generally accepted accounting principles; adverse effects of war, mass shooting, terrorism and geopolitical events; potential inability to implement our business strategies; potential inability to grow revenues; potential inability to attract and retain key personnel; interruptions in delivery of critical supplies, equipment and raw materials due to credit or other limitations imposed by vendors; assertion of claims, lawsuits and proceedings against us; potential inability to satisfy debt and lease obligations; potential inability to maintain an effective system of internal controls over financial reporting; potential inability or failure to timely file periodic reports with the Securities and Exchange Commission; potential inability to list our securities on any securities exchange or market or maintain the listing of our securities; and work stoppages or other labor difficulties.



Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows, or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Except as may be required by securities or other law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Neither this press release nor any related calls or discussions constitutes an offer to sell, the solicitation of an offer to buy or a recommendation with respect to any securities of the Company, the fund, or any other issuer. Neither this press release nor any related calls or discussions constitutes an offer to sell, the solicitation of an offer to buy or a recommendation with respect to any securities of the Company, the fund, or any other issuers.