Comstock Inc. Signs Material Agreement for Lode Project

TL;DR

Comstock Inc. inked a deal for its Lode Project on April 2nd.

AI Summary

On April 2, 2024, Comstock Inc. entered into a material definitive agreement related to its Lode Project. The filing also includes financial statements and exhibits, indicating ongoing business operations and potential strategic developments for the company.

Why It Matters

This agreement could significantly impact Comstock Inc.'s operational capacity and future revenue streams from its Lode Project.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or operational complexities that carry inherent risks.

Key Players & Entities

• Comstock Inc. (company) — Registrant
• Lode Project (project) — Subject of the material definitive agreement
• April 2, 2024 (date) — Date of the earliest event reported

FAQ

Key Financial Figures

• $0.000666 — ich registered Common Stock, par value $0.000666 per share LODE NYSE American Indicate
• $3,920,000 — ets in exchange for a purchase price of $3,920,000 in cash, payable in $35,000 monthly ins
• $35,000 m — price of $3,920,000 in cash, payable in $35,000 monthly installments from May 1, 2022 to
• $1,750,000 — to April 30, 2023, and two payments of $1,750,000, one each on April 30, 2023 and April 3
• $3,500,000 m — ck IP is to pay ASTC an amount equal to $3,500,000 minus the net cash proceeds ATSC received
• $3,500,000 — ompany shares, plus accrued interest on $3,500,000 at a rate of 12% per annum, with intere
• $2.1 m — Quarry") for a total purchase price of $2.1 million, payable in $50,000 of cash and 1
• $50,000 — chase price of $2.1 million, payable in $50,000 of cash and 1,500,000 common shares of
• $2,295,000 — es of the Company with a total value of $2,295,000. On November 7, 2022, the parties amend
• $400,000 — Decommissioning Services for a total of $400,000. On April 2, 2024, the parties amende
• $2.2 million — , and to increase the purchase price to $2.2 million. Pursuant to the Second Amendment, Coms
• $75,000 — mendment, Comstock Exploration will pay $75,000 per month to Decommissioning Services,
• $60,000 — month to Decommissioning Services, with $60,000 of each payment applied to the $2.2 mil

Filing Documents

• lode-20240402.htm (8-K) — 35KB
• exhibit101firstamendmentto.htm (EX-10.1) — 22KB
• 0001120970-24-000030.txt ( ) — 184KB
• lode-20240402.xsd (EX-101.SCH) — 2KB
• lode-20240402_lab.xml (EX-101.LAB) — 21KB
• lode-20240402_pre.xml (EX-101.PRE) — 12KB
• lode-20240402_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. License Agreement Amendments On April 16, 2021, prior to the purchase of all outstanding equity interests of Comstock IP Holdings LLC (f/k/a Plain Sight Innovations LLC) ("Comstock IP") by Comstock Inc. (the "Company"), Comstock IP entered into the following agreements with American Science and Technology Corporation ("ASTC"): (i) the First License Agreement, (ii) the Second License Agreement, (iii) the Third License Agreement (collectively, the three license agreements are referred to herein as the "License Agreements"), and (iv) an Asset Purchase Agreement between Comstock IP and ASTC (the "Asset Purchase Agreement"). Pursuant to the License Agreements, Comstock IP licensed certain IP from ASTC, in part, for a royalty fee equal to 1.0% of the gross revenue from the License Agreements (the "License Consideration"). Pursuant to the Asset Purchase Agreement, Comstock IP is to purchase substantially all of ASTC's assets in exchange for a purchase price of $3,920,000 in cash, payable in $35,000 monthly installments from May 1, 2022 to April 30, 2023, and two payments of $1,750,000, one each on April 30, 2023 and April 30, 2024, respectively (the "Purchase Consideration"). On April 2, 2024, after the purchase of all outstanding equity interests of Comstock IP by the Company, the parties amended the License Agreements and the Asset Purchase Agreement (the "License Agreement Amendments") to amend the Purchase Consideration and License Consideration such that some or potentially all of the future obligation would be paid in the Company's common stock. The Purchase Consideration was replaced with the following: (i) within 5 business days of the effective date of the License Agreement Amendments, the Company is to issue 4,975,000 shares of the Company's common stock to ASTC, and (ii) on or before April 30, 2025, Comstock IP is to pay ASTC an amount equal to $3,500,000 minus the net cash proceeds ATSC received

01 Other Events

Item 8.01 Other Events Haywood Quarry Purchase Agreement Amendment On April 7, 2022, Comstock Exploration and Development LLC ("Comstock Exploration"), a wholly owned subsidiary of the Company entered into a purchase agreement (the "Purchase Agreement") with Decommissioning Services LLC ("Decommissioning Services") to purchase approximately 190 industrial acres in Lyon County, Nevada (the "Haywood Quarry") for a total purchase price of $2.1 million, payable in $50,000 of cash and 1,500,000 common shares of the Company with a total value of $2,295,000. On November 7, 2022, the parties amended the Purchase Agreement, whereby Comstock Exploration made additional cash payments to Decommissioning Services for a total of $400,000. On April 2, 2024, the parties amended the Purchase Agreement (the "Second Amendment") to extend the latest date of the closing to June 30, 2025, and to increase the purchase price to $2.2 million. Pursuant to the Second Amendment, Comstock Exploration will pay $75,000 per month to Decommissioning Services, with $60,000 of each payment applied to the $2.2 million purchase price, until the sum of such applied cash amounts plus previous cash payments plus the net proceeds from the sale of the Company common shares equals $2.2 million.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 First Amendment to License Agreements 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 8, 2024 By: /s/ Corrado De Gasperis Corrado De Gasperis Executive Chairman and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR