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FALSE000112097000011209702024-04-252024-04-25



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 25, 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.

On April 25, 2024, Comstock Inc. (the “Company”) entered into a non-binding memorandum of understanding (the “MOU”) with Genmat to effectively amend, restate, terminate and/or supersede agreements with Quantum Generative Materials LLC (“Genmat”) dated June 24, 2021.

On June 24, 2021, the Company, made an investment in and agreed to certain licensing and development agreements with Genmat. Pursuant to the Limited Liability Company Operating Agreement of Genmat (the “Operating Agreement”), the Company received 285,000 Class A Membership Interest Units in Genmat (“Units”) on the date of closing in consideration of its time, efforts, resources and covenants required to achieve Genmat’s goals. In addition, pursuant to the Operating Agreement, the Company’s ownership of additional Units would vest upon achievement of three different and phased objectives. At the date of execution of the Operating Agreement, Genmat had 950,000 total issued, reserved and outstanding Units (including all Units issued to the Company, subject to vesting).

On June 24, 2021, the Company also entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Genmat. Under the terms of the Purchase Agreement, the Company agreed to purchase a total of 50,000 Units at a purchase price of $1,000 per Unit. Such 50,000 Units would represent 5% of the total outstanding Units of Genmat. The Company also purchased an additional 15,000 Units at the closing (the “Closing Units”) in exchange for the $15,000,000 (“Initial Funding”), commitment comprised of $5,000,000 in cash funds (the “Cash Payments”), and 3,000,000 restricted common shares issued by the Company (the “Stock Payment”). Upon the issuance of the Closing Units, Genmat had 965,000 total issued and outstanding Units (including a total of 465,000 Units issued to the Company, subject to vesting).

In addition, pursuant to three Exclusive Early Adopter License Agreements (collectively, the “License Agreements”), and three Joint Development Agreements (collectively, the “Development Agreements,” and together with the Operating Agreement, the Purchase Agreement and the License Agreements, the “Transaction Documents”), affiliates of the Company secured exclusive licenses to intellectual property created by Genmat in the following three fields of use: batteries, carbon and mining.

On April 25, 2024, the Company entered into a non-binding memorandum of understanding (the “MOU”) with Genmat to amend, restate, terminate and/or supersede the Transaction Documents as follows:

a.Genmat agrees that the Company has fully funded the Initial Funding requirements of $15 million and the Company agrees to the cancellation of 230,000 of its Units, thereby reducing the Company’s fully diluted equity interest in Genmat to 235,000 Units (or 31.97% of the total 735,000 Units outstanding after such termination);
b.Genmat shall, as applicable, reincorporate as a Delaware corporation and issue common stock to the Company in exchange for the Company’s existing Units;
c.The Company commits to continue funding up to the $25 million ($500,000 per month), at a value of $254.07 per share and an expected total ownership position of 40%; provided that the Company will be relieved of such obligation if Genmat secures third-party equity financing of $10,000,000 or more;
d.The Company shall not have any approval rights over any future debt or equity fundraising by Genmat (a “Financing”) or any merger, asset sale, IPO or other liquidity transaction by Genmat (collectively, a “Liquidity Event,”) except in its capacity as a stockholder of Genmat;
e.The Company will be subject to a drag-along provision providing that the Company will vote its shares in favor of a Financing or Liquidity Event if approved by GenMat’s Board of Directors;
f.The Company will have the right to appoint one director to the GenMat Board of Directors;
g.The Company will have broad-based, weighted-average anti-dilution protection;
h.The parties shall terminate the existing License Agreements and Development Agreements;
i.The Company and Genmat will enter into a new general license agreement, pursuant to which the Company may utilize Genmat technology on an exclusive basis in the biofuel field of use and non-exclusive basis in the mining field of use, with exclusivity lapsing if the Company is no longer providing monthly financing to Genmat.



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

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1
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 30, 2024   By:   /s/ Corrado De Gasperis
       
Corrado De Gasperis
Executive Chairman and Chief Executive Officer






EX-10.1 2 exhibit101-genmatxcomsto.htm EX-10.1 exhibit101-genmatxcomsto
EXECUTION VERSION COMSTOCK INC. P.O. Box 1118 1200 American Flat Road Virginia City, Nevada 89440 D (775) 848-5310 • F (800) 750-5740 degasperis@comstockinc.com www.comstockinc.com Deeptanshu Prasad, Chief Executive Officer April 25, 2024 QUANTUM GENERATIVE MATERIALS LLC 14135 230 St. Maple Ridge, ON V4R 0G9 COMSTOCK INC. (the “Company”) and its wholly owned and/or controlled subsidiaries is pleased to confirm its interest in completing the amendments outlined in Annex A hereto (the “Summary” and, together with this letter, the “Letter Agreement”). Please understand that the Summary is not intended to be all-inclusive. No legally binding obligations will be created until such time as the parties have executed and delivered definitive amended agreements (“Amended Agreements”). We are very much looking forward to effecting these enabling changes for Quantum Generative Materials LLC (“GenMat”). Kindest regards, COMSTOCK INC. By: ___________________________ Name: Corrado De Gasperis Title: Executive Chairman and Chief Executive Officer QUANTUM GENERATIVE MATERIALS LLC By: ___________________________ Name: Deeptanshu Prasad Title: Chief Executive Officer Exhibit 10.1

 
EXECUTION VERSION Page 2 of 5 ANNEX A SUMMARY TERMS AND CONDITIONS 1. Background The Company and GenMat are party to certain transaction documents effective June 24, 2021, including, without limitation, a Limited Liability Company Operating Agreement, a Membership Interest Purchase Agreement, three Exclusive Early Adopter License Agreements (collectively, the “License Agreements,”) three Joint Development Agreements (collectively, the “Development Agreements,”) and various documents, instruments, and agreements executed in connection therewith (collectively, the “Transaction Documents.”) 2. Purpose Whereas the Company is supportive and willing to enable a simplified corporate and capital structure and relinquish rights that benefits GenMat and facilitate shareholder value creation, this document sets forth the essential terms and conditions under which the Company and GenMat are willing to restructure and amend the Transaction Documents. 3. Amended Agreements Amended Equity Agreements – The Company and GenMat shall enter into amended and restated transaction documents based on the National Venture Capital Association (NVCA) forms of Investors’ Rights Agreement and Voting Agreement (collectively, the “Amended Equity Agreements,”) with customary information rights, participation rights/preemptive rights and board designation rights as set forth below. Effective Date of Amended Agreements. The Transaction Documents shall be terminated effective immediately upon execution and delivery of the definitive Amended Agreements. For avoidance of doubt, nothing stated in this Letter Agreement shall be deemed to terminate, amend, or modify any provision of the Transaction Documents in any way. Further Actions. For the sake of clarity, the Company and GenMat will agree to do and perform, or cause to be done and performed, all such further acts and things, and execute and deliver all requisite documents to cause the Amended Equity Agreements to go into effect. Financing and Liquidity Events. After the Amended Equity Agreements go into effect, the Company shall not have any approval rights over any future debt or equity fundraising by GenMat (a “Financing”) or any merger, asset sale, IPO or other liquidity transaction by GenMat (collectively, a “Liquidity Event”), except in its capacity as a stockholder of GenMat. The Company shall have participation rights (as set forth below) and shall be subject to a drag-along provision providing that the Company will vote its shares in favor of a Financing or Liquidity Event, if approved by the Board of Directors of GenMat, and will take any necessary actions to effectuate such Financing or Liquidity Event, so long as the Company receives the same rights and form of consideration for their shares, and the same amount of consideration per share, of such class or series as is received by other holders in respect of their shares of such same class or series of stock. Corporate Restructuring. In connection with the Amended Equity Agreements, GenMat shall via conversion or statutory merger, as applicable, reincorporate as a Delaware corporation (the “Corporate Restructuring”) and issue Common Stock to the Company in exchange for the Company’s existing membership units in GenMat. Company Ownership at Effective Date of Amended Agreements. Pursuant to the Amended Equity Agreements, (1) GenMat shall agree that the Company has fully funded the initial $15 million, from existing stock and cash contributions, and (2) the Company shall agree to reduce the Company’s fully diluted equity interest in

 
EXECUTION VERSION Page 3 of 5 GenMat to 235,000 shares of GenMat Common Stock out of a total of 735,000 fully-diluted issued and outstanding shares of GenMat Common Stock upon completion of the Corporate Restructuring, corresponding to 31.97% of GenMat’s fully-diluted issued and outstanding shares of capital stock (including, without limitation, all shares reserved but not yet issued for employee equity plans). The numbers in (2) above may be adjusted in connection with the Corporate Restructuring, as mutually agreed by GenMat and the Company. Continued Funding. The Company will purchase an aggregate total of an additional $25,000,000 in GenMat equity at a price per unit of $254.07 (before the Corporate Restructuring) and a price per share of $254.07 of GenMat Common Stock (after the Corporate Restructuring and subject to adjustment for the Corporate Restructuring, as mutually agreed by the Company and GenMat, and determined based on a pre-money valuation of approximately $175,000,000 and a post-money valuation of approximately $200,000,000), in one or more monthly tranches (“Continued Funding”), at a rate of not less than $500,000 per month; provided, however, that the Company’s equity purchases and resulting total ownership position shall not exceed 40% of GenMat’s fully-diluted issued and outstanding equity following the Continued Funding. Notwithstanding the immediately preceding sentence, if a bona fide third-party investor offers to provide equity financing to GenMat on terms acceptable to GenMat and such financing amount is greater than or equal to $10,000,000 (the “Third Party Fundraise”), then on the date that GenMat has received an aggregate of $10,000,000 or more in connection with such Third Party Fundraise, the Company’s Continued Funding obligation shall terminate and the exclusive right granted to Company in the Biofuel Field of Use will convert to a nonexclusive right for the remainder of the license term. Master Project and Spend Plan. GenMat shall be required to deliver to the Company an updated and enhanced CCPM master schedule, capital plan and business plan presentation that GenMat is and will continue to follow in accordance with the Transaction Documents no later than June 15, 2024, and annually thereafter by no later than June 30 of each calendar year in which Company has a Continued Funding obligation that continues beyond June 30 of such calendar year. For the sake of clarity, this shall include a current and planned organization design and management structure and anticipated spend of GenMat funds. Board of Directors. The Amended Equity Agreements shall provide that the Company shall have the right to appoint one director to the Board of Directors of GenMat, initially Corrado De Gasperis, and Deep Interstellar Research or Deeptanshu Prasad, as the case may be, shall have the right to appoint three directors. Dilution Protection. The Company shall receive standard broad-based weighted- average anti-dilution protection, subject to customary exceptions, such that GenMat shall adjust the conversion price for the Company to issue additional shares of common stock upon conversion of the Company’s preferred stock in the event and to the extent that GenMat completes any third party financing on a fully- diluted basis equal to a pre-money valuation that is below the Company’s then- current weighted average basis per unit or share (and as a result, the consideration per share is less than the price per share of the preferred stock held by the Company), subject to customary adjustments in the case of stock dividends, splits or other capital stock or similar reorganizations. 4. General License Agreement The Company and GenMat shall agree to enter into an early adopter license agreement (“EALA”) providing the Company with: (a) the exclusive, worldwide right to use GenMat Technology for a term of four (4) years and two (2) months solely in the Biofuel Field of Use; and (b) the non-exclusive, worldwide right to

 
EXECUTION VERSION Page 4 of 5 use GenMat Technology for a term of five (5) years solely in the Mining Field of Use, in each case, in exchange for the License Consideration, subject to the Continued Funding and terms and conditions of a mutually agreeable form of license agreement to be included in the definitive Amended Agreements, which license agreement will either incorporate by reference or incorporate applicable GenMat commercial terms of service, privacy policy, acceptable use policy, service-level agreements, and such other terms and conditions as may be adopted by GenMat from time to time in GenMat’s sole discretion. Company’s failure to provide the Continued Funding as and when required in the Amended Agreements will be deemed a material breach of the Amended Agreements (a “Missed Payment”) and subject to a ten (10)-day cure period. In the event of a third Missed Payment, such material breach will not be capable of cure and constitute a “Continued Funding Breach.” In the event of a Continued Funding Breach or termination of the Company’s Continued Funding obligation as a result of a Third Party Fundraise, the exclusive license granted to Company in the Biofuel Field of Use will convert to a nonexclusive license immediately upon GenMat’s written notice to Company. After the expiration or termination of the exclusive license for the Biofuel Field of Use, Company may continue to license GenMat Technology in the Biofuel Field of Use for a period of three (3) years subject to negotiation of an agreement mutually acceptable to both Company and GenMat. Nothing in the Amended Agreements will obligate the parties to enter into a successive license for the Biofuel Field of Use. GenMat will treat Company as an ordinary course customer and not discriminate against Company vis-à-vis other companies operating in the Biofuel Field of Use or Mining Field of Use, subject to any license terms that may vary based upon, by way of example and not limitation, the term of a license agreement, territory, the scope of rights granted to any other company for use of GenMat Technology, and the amount of usage of GenMat resources, including, by way of example and not limitation, computing and personnel. Except as limited by the exclusive right granted to Company in clause (a) of the first paragraph of this Section 4, there are no other restrictions on GenMat’s right to license third parties the use of all or any portion of the GenMat Technology for any purposes now known or hereafter created. GenMat shall own all now and hereafter existing GenMat Technology. The Company shall own all now and hereafter existing Company Technology. “GenMat Technology” means GenMat’s physics-based, AI high-performance computing platforms presently knowns as “ZENO.” “Company Technology” shall be defined in the Amended Agreements and include intellectual property rights developed by the Company, solely in the Biofuel Field of Use and Mining Field of Use, during the term by using the GenMat Technology. “Biofuel Field of Use” means computational, sensing, and simulation capabilities for decarbonizing biofuels, including conversion of biological mass into fuel for mechanical devices and systems. “Mining Field of Use” means computational, sensing, and simulation capabilities for detecting, identifying, characterizing, and analyzing virgin, non-virgin, and waste minerals. “License Consideration” shall be defined in the Amended Agreements. Notwithstanding the foregoing license, GenMat does not grant the Company any license to or any rights in any intellectual property embodied in the GenMat

 
EXECUTION VERSION Page 5 of 5 Technology. No Sub-License – The Company shall be prohibited from sublicensing or in any way granting access to the GenMat Technology to any third parties. The Company shall be prohibited from transferring the EALA to any Company subsidiary. The Company itself shall be the sole user under the EALA. Notwithstanding the preceding sentences in this paragraph, the Company’s subsidiaries shall have the right to sign on with GenMat as ordinary users after GenMat releases a commercial offering to the extent such subsidiaries otherwise satisfy all then-applicable customer requirements and comply with all applicable terms of use and contractual obligations, including, but not limited to, payment of all applicable fees. No Hostile Change of Control – In the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of the Company’s assets or capital stock involving a Competitor of GenMat, GenMat may terminate the EALA upon written notice to the Company. “Competitor” means a third party whose products or services compete with GenMat’s commercialization of the GenMat Technology as determined as of the date of the Change of Control. Any dispute between the parties relating to whether a third party constitutes a Competitor shall be resolved by binding arbitration before the American Arbitration Association (“AAA”). The arbitration will be conducted by three arbitrators, with one arbitrator chosen by each of the parties and the third arbitrator appointed by the other two arbitrators. Unless otherwise agreed to by the parties, each arbitrator shall have expertise in intellectual property law and the materials-science industry. Limitation of Liability – The EALA shall include a limitation of liability provision to limit GenMat’s exposure for any and all use of GenMat Technology, with no warranties as to fitness or merchantability, in consideration of GenMat’s early stage status and expected evolution up TRL scale. These provisions shall include, at a minimum, limitations for liability in the event of interruptions and mistakes in usage. Technical Services – GenMat to provide to the Company limited (in both duration and scope) technical services support as determined by GenMat in its reasonable discretion. The technical services that GenMat can provide shall be defined in the EALA. The Company shall pay for technical services in accordance with the EALA. The Company shall be responsible for hiring and dedicating Company staff for using the GenMat Technology. Insufficient Capacity – The parties will acknowledge in the EALA that GenMat is an early-stage company and may not have the resources or capacity to respond to all usage requests, and therefore shall have the right to reject usage requests for beta use of GenMat Technology. 5. Process and Timing Preparation of the Amended Agreements and other definitive documents will commence upon execution of this Letter Agreement. The parties shall use their best efforts on a TIME OF THE ESSENCE basis, to complete and execute the Amended Agreements. 6. Expenses Each of the Company and GenMat shall pay its own legal and other expenses in connection with the transactions contemplated by this Letter Agreement.

 
EX-99.1 3 exhibit991-2024x4x29genmat.htm EX-99.1 Document
Exhibit 99.1
comstocklogoblack.jpg



COMSTOCK’S PHYSICS-BASED AI INVESTMENT EMERGES FROM STEALTH
Achieves Key Technical Milestones; Comstock Realigns Investment to Enable Third Party Financing

VIRGINIA CITY, NEVADA, April 29, 2024 – Comstock Inc. (NYSE: LODE) (“Comstock” and the “Company”) today announced the realization of a series of key milestones by Comstock’s strategic investee, Quantum Generative Materials LLC (“GenMat”), including commencement of early adopter sales, qualifying GenMat for significant additional financing at increased valuations that capitalizes on broadly increased investment interest in developers of generative artificial intelligence technologies. Comstock and GenMat have accordingly entered into an agreement that realigns existing equity investment agreements while simplifying and positioning GenMat for accelerated growth.


Key Highlights
•GenMat’s physics-based AI software for high throughput materials discovery is now proven to simulate tens of thousands of new material properties with unique structures at upwards of more than 98% accuracy, dramatically reducing trial and error cycles and accelerating months of development time down to hours.
•GenMat is in discussions with several early adopters, including globally recognized stakeholders in high value applications, for commercializing across several industries starting with batteries and semiconductors.
•GenMat’s hyperspectral orbital imaging satellite the GENMAT-1 successfully launched into Low Earth Orbit (LEO) and has established continuous contact with GenMat’s proprietary Mission Control Software (MCS).
•GenMat developed ready for use generative AI-based software that predicts relevant information pertaining to precious mineral deposits, validated on USGS and Comstock data, and is also currently commercializing.
•GenMat’s realization of these and other confidential technical milestones by GenMat’s world-class technical team mark a pivotal moment in GenMat’s evolution from conception to maturity, as GenMat’s technology transitions to a technology readiness level of 6 (prototype demonstration in relevant environments).
•Comstock’s prior investment agreements called for a milestone-based investment of $50,000,000 for 50% of GenMat’s fully diluted equity, of which approximately $15,000,000 has now been paid.
•Comstock and GenMat have agreed to realign the investment agreement based on GenMat’s significant achievements to date and current strategic, technical, and commercial development plans as follows:
oComstock’s previously paid $15,000,000 at a circa-2021 post-money valuation of about $46,000,000, now represents approximately 32% of GenMat’s fully diluted equity; oComstock has committed up to another $25,000,000 over four years at a current post-money valuation of $200,000,000, increasing Comstock’s stake to up to 40% of GenMat’s fully diluted equity, until such time as GenMat accesses outside capital (expected for later this year); and,


oComstock’s overall commitment is reduced from $50,000,000 to $40,000,000, with participation and drag-along rights on future financing and liquidity events by GenMat.
•Comstock will license GenMat’s technologies on a modified non-exclusive early adopter basis in mining applications and on an exclusive early adopter basis for biofuels development and applications.

Maturing Rapidly
OpenAI's ChatGPT employs a generative large language model to generate new, valuable information for a wide range of use cases at orders of magnitude faster than what was previously possible. GenMat's AI operates similarly, but instead of generating words and language for a wide range of use cases, it generates new atoms, molecules, and physical systems for a wide range of materials applications, harnessing aspects of humanity's collective knowledge of physics and chemistry combined with proprietary synthetic datasets to discover new materials in an exponentially shorter time than traditional methods have allowed. To put this into perspective, new material discovery typically takes decades and tens to hundreds of millions of dollars. GenMat's AI can simulate tens of thousands of unique new materials in some cases at more than 98% precision and accuracy within just a matter of hours.
“GenMat has built an exceptional team, a remarkable data infrastructure and platform, and achieved a series of critical technical milestones and readiness surrounding its physics-based AI, simulation, engineering, and satellite remote sensing technology, remarkably, with less than $15 million to date, and they are now actively commercializing its solutions with sophisticated, industry leading technical, industrial and governmental partners,” said Corrado De Gasperis, Comstock Executive Chairman and Chief Executive Officer. “GenMat’s technologies are maturing much faster than anticipated when we first invested in 2021, qualifying GenMat for significant additional financing at increased valuations that capitalize on broadly increased investment interest in developers of generative AI-based technologies. The realignment and simplification of our investment agreements positions GenMat to accelerate its commercialization and monetization efforts in every way while we retain our rights in the biofuels and mining fields.”
Comstock’s operations primarily involve the innovation, development, commercialization, and monetization of intellectual properties and related assets, with teams focused on each core function in dedicated lines of business. Comstock also makes, owns, and manages investments in strategic technology developers to support its businesses, as recently demonstrated with significant realized and unrealized gains in Comstock’s metals investments.
Comstock’s investment in GenMat was and remains highly strategic to the expansion and monetization of our mineral estate and the advancements in the production of breakthrough renewable replacements for fossil crude at cost parity.

About Quantum Generative Materials LLC
Quantum Generative Materials LLC (“GenMat”) was founded in 2021 to develop and commercialize generative artificial intelligence models for the discovery of new materials and minerals. GenMat is a strategic investee of Comstock Inc. (NYSE: LODE), an innovator of technologies that enable systemic decarbonization and net zero circularity. GenMat is expanding the advancement of simulation and manipulation of matter for the discovery and development of new materials and minerals. GenMat has also built next generation physics software libraries that, when coupled with our generative AI, can dramatically accelerate materials development. These libraries and preloaded physics-models are customized, scaling and evolving. To learn more, please visit www.genmat.xyz.



About Comstock Inc.
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.