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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________ 
FORM 10-Q
_______________________________________________________________________ 
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED March 31, 2024

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______ TO ______.

COMMISSION FILE NO.: 001-35200    
logo-from-email-wings.jpg
COMSTOCK INC.
(Exact name of registrant as specified in its charter)
Nevada65-0955118
(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
 Identification No.)
117 American Flat Road, Virginia City, NV
89440
(Address of principal executive offices)(Zip Code)
(775) 847-5272
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.000666 per shareLODENYSE American
         Securities registered pursuant to Section 12(g) of the Acts: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesxNo
¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the prior 12 months (or for such shorter period that the registrant was required to submit and post such files).YesxNo
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer Emerging growth company
Non-accelerated filerSmaller reporting 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.Yes
Nox
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes
Nox
The number of shares outstanding of Common Stock, $0.000666 par value per share, on April 26, 2024 was 138,245,070.






























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COMSTOCK INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

TABLE OF CONTENTS


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Cautionary Notice Regarding Forward-Looking Statements

Certain statements contained in this quarterly report on Form 10-Q are 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 this report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, 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 cadmium, silver, steel, aluminum, copper and other metal 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, environmental reclamations 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, including research and development stage activities that may be presented to, or pursued by, us, including those involving developing decarbonizing energy technologies, 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, collaborative research and development agreement, business combinations, asset and equity investment 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, cadmium, steel, aluminum, copper, silica, 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 from new information, future events, or otherwise.
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PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements

COMSTOCK INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

March 31, 2024December 31, 2023
ASSETS  
Current Assets:  
Cash and cash equivalents $466,976 $3,785,577 
Investments18,912,985 18,912,985 
Notes receivable and advances, net - current portion250,000  
Derivative assets 240,478  
Assets held for sale - mineral rights and properties1,321,297  
Prepaid expenses and other current assets907,422 484,577 
Total current assets22,099,158 23,183,139 
Non-current Assets:
Investments32,450,985 31,260,928 
Mineral rights and properties11,980,716 13,302,013 
Properties, plant and equipment, net15,205,401 15,204,030 
Deposits411,268 411,268 
Reclamation bond deposit2,884,518 2,850,518 
Notes receivable and advances, net980,291 980,291 
Intangible assets, net15,362,658 15,866,032 
Finance lease - right of use asset, net2,912,533 2,923,766 
Other assets617,694 484,359 
Total non-current assets82,806,064 83,283,205 
TOTAL ASSETS$104,905,222 $106,466,344 


The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
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COMSTOCK INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
(UNAUDITED)

March 31, 2024December 31, 2023
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable$1,023,279 $1,333,980 
Accrued expenses and other liabilities3,250,300 2,283,986 
Deposits410,100 410,100 
Deferred revenue1,269,022 78,495 
Derivative liabilities5,493,325 5,400,128 
Finance lease - right of use lease liability370,201 838,676 
Debt, net - current portion2,975,314 4,495,660 
Total current liabilities14,791,541 14,841,025 
Long-term Liabilities:
Reclamation liability5,706,843 5,606,681 
Finance lease - right of use lease liability, long-term portion459,854  
Deferred revenue 1,156,250 
Debt, net - long-term portion7,943,057 5,355,062 
Other liabilities2,003,925 1,230,154 
Total long-term liabilities16,113,679 13,348,147 
TOTAL LIABILITIES30,905,220 28,189,172 
COMMITMENTS AND CONTINGENCIES (Notes 9 and 14)
Stockholders' Equity
Preferred Stock $0.000666 par value, 50,000,000 shares authorized, no shares issued
  
Common stock $0.000666 par value, 245,000,000 shares authorized, 122,615,150 and 117,862,081 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively
81,691 78,405 
Treasury stock 0 and 2,605,322 shares, at cost, at March 31, 2024 and December 31, 2023, respectively
 (3,360,867)
Additional paid-in capital362,993,642 363,889,245 
Accumulated deficit(289,231,023)(282,329,611)
Total equity - Comstock Inc.73,844,310 78,277,172 
Non controlling interest155,692  
Total stockholders' equity74,000,002 78,277,172 
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY$104,905,222 $106,466,344 

The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
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COMSTOCK INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

Three Months Ended 
 
March 31,
 20242023
  
Revenue$425,951 $30,750 
Operating expenses:  
Selling, general and administrative expenses3,527,524 3,386,972 
Research and development892,013 1,268,379 
Depreciation & amortization655,977 631,041 
Gain on sale of Facility (178,193)
Total operating expenses5,075,514 5,108,199 
Loss from operations(4,649,563)(5,077,449)
Other Income (Expense)  
Interest expense(818,661)(615,178)
Interest income74,491 45,857 
Change in fair value of derivative instruments(756,118)698,595 
Loss on conversion of debt(193,523)(270,456)
Other income (expense)(574,946)(463,111)
Total other income (expense), net(2,268,757)(604,293)
Net loss(6,918,320)(5,681,742)
Net loss attributable to noncontrolling interests(16,908)(12,805)
Net loss attributable to Comstock Inc.$(6,901,412)$(5,668,937)
Earnings per Share - Basic and Diluted:
Net loss per share - basic and diluted$(0.06)$(0.06)
Weighted average common shares outstanding, basic and diluted117,135,048 94,715,215 

The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
7


COMSTOCK INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)

 Common StockAdditional Paid in CapitalAccumulated DeficitTreasury Stock AmountNon-Controlling InterestTotal
 SharesAmount
BALANCE - January 1, 202391,442,018 $60,660 $348,390,556 $(291,491,432)$(3,360,867)$2,764,542 $56,363,459 
Issuance of common stock6,090,276 4,056 2,145,944 — — — 2,150,000 
Common stock issuance costs— — (607,620)— — — (607,620)
Issuance of common stock for stock issuance costs963,445 642 349,358 — — — 350,000 
Issuance of common stock for conversion of debt and accrued interest4,539,413 3,023 1,659,700 — — — 1,662,723 
Employee and director share-based compensation— 120 126,168 — — — 126,288 
LINICO dividends earned by AQMS not distributed— — — — — (44,703)(44,703)
Net loss— — — (5,668,937)— (12,805)(5,681,742)
BALANCE - March 31, 2023103,035,152 $68,501 $352,064,106 $(297,160,369)$(3,360,867)$2,707,034 $54,318,405 
BALANCE - January 1, 2024117,862,081 $78,405 $363,889,245 $(282,329,611)$(3,360,867)$ $78,277,172 
Issuance of common stock4,102,697 2,732 1,460,978 — — — 1,463,710 
Common stock issuance costs— — (225,120)— — — (225,120)
Issuance of common stock for stock issuance costs250,000 167 84,833 — — — 85,000 
Issuance of common stock for debt issuance costs489,141 326 249,674 — — — 250,000 
Issuance of common stock for conversion of debt and accrued interest2,276,944 1,516 893,257 — — — 894,773 
Issuance of common stock in lieu of payment of interest239,609 160 116,443 — — — 116,603 
Retirement of treasury shares (2,605,322 shares)
(2,605,322)(1,735)(3,359,132)— 3,360,867 —  
Employee and director share-based compensation— 120 56,064 — — — 56,184 
Non-controlling interest vesting of shares in subsidiary— — (172,600)— — 172,600 — 
Net loss— — — (6,901,412)— (16,908)(6,918,320)
BALANCE - March 31, 2024122,615,150 $81,691 $362,993,642 $(289,231,023)$ $155,692 $74,000,002 

The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.
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COMSTOCK INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended 
 
March 31,
 20242023
CASH FLOW FROM OPERATING ACTIVITIES  
Net loss$(6,918,320)$(5,681,742)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization643,312 620,548 
Amortization of finance leases11,233 10,493 
Amortization on discount associated with finance leases24,321 195,712 
Amortization of debt discount and other debt-related items522,107 252,370 
Accretion of reclamation liability100,162 92,086 
Gain on sale of property (178,193)
Loss on conversion of debt193,523 270,456 
Employee and director share based compensation56,184 126,288 
Change in fair value of derivative instruments756,118 (698,595)
Share of net loss of equity-method investments575,904 465,165 
Interest expense paid with common stock116,603  
Other9,557 (12,240)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets(422,845)(130,029)
Deposits - asset 289,485 
Other assets(142,895)100,948 
Accounts payable(96,069)(123,119)
Accrued expenses and other liabilities 502,737 450,961 
Other237,772 100,000 
Net cash used in operating activities(3,830,596)(3,849,406)
CASH FLOW FROM INVESTING ACTIVITIES:  
Purchase of mineral rights and property, plant and equipment(355,939)(788,059)
Payments on contractual commitments associated with derivatives(1,500,000)(1,775,000)
Investment in Sierra Springs Opportunity Fund, Inc.(480,000) 
Advance to RenFuel K2B AB(250,000) 
Advances to Sierra Springs Opportunity Fund, Inc. (550,000)
Proceeds from sale of leased facility and related assets  11,000,000 
Other(34,000)(19,447)
Net cash provided by (used in) investing activities(2,619,939)7,867,494 
CASH FLOWS FROM FINANCING ACTIVITIES:  
Principal payments on financing leases(41,656)(326,984)
Proceeds from the issuance of common stock1,463,710 2,150,000 
Principal payments on debt(150,000) 
Issuances of debt2,000,000  
Common stock issuance costs(140,120)(257,620)
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Three Months Ended 
 
March 31,
 20242023
Net cash provided by financing activities3,131,934 1,565,396 
Net increase (decrease) in cash and cash equivalents(3,318,601)5,583,484 
Cash and cash equivalents at beginning of period3,785,577 2,521,772 
Cash and cash equivalents at end of period$466,976 $8,105,256 
NON-CASH INVESTING AND FINANCING ACTIVITIES:  
Issuance of common shares for debt conversion and accrued interest$894,773 $1,662,723 
Issuance of common shares with debt$250,000 $ 
Investment acquired with payable$1,285,961 $ 
Issuance of common shares for due diligence and commitment fees$85,000 $350,000 

The accompanying notes to the Condensed Consolidated Financial Statements are an integral part of these statements.

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COMSTOCK INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REFERENCES TO THE COMPANY

Unless context otherwise indicates, the terms we, us, our, Comstock, or the Company mean Comstock Inc., and its subsidiaries on a consolidated basis.

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Comstock Inc. and its wholly owned subsidiaries. Intercompany transactions have been eliminated. The condensed consolidated financial statements do not include all disclosures required of annual consolidated financial statements and, accordingly, should be read in conjunction with our consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Operating results for the three months ended March 31, 2024 may not be indicative of full year 2024 results.

In management's opinion, the accompanying condensed consolidated financial statements contain all adjustments necessary for a fair statement of our financial position as of March 31, 2024, and our results of operations, changes in equity and cash flows for the three months ended March 31, 2024 and 2023.

LIQUIDITY AND CAPITAL RESOURCES

The Condensed Consolidated Financial Statements are prepared on the going concern basis of accounting that assumes the realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company has cumulative net losses from operations and an accumulated deficit of $289.2 million at March 31, 2024. For the three months ended March 31, 2024, the Company recognized a net loss of $6.9 million and cash and cash equivalents decreased by $3.3 million from $3.8 million at December 31, 2023 to $0.5 million at March 31, 2024. The Company intends to fund our operations over the next twelve months from (i) existing cash and cash equivalents, (ii) lease revenues (iii) sales of engineering services and technology licenses, and (iv) planned sale of investment and other non-strategic assets, including mineral property. Based on these expected funding sources, management believes the Company will have sufficient funds to sustain our operations and meet our contractual and investment commitments during the 12 months following the date of issuance of the Consolidated Financial Statements included herein. While the Company has been successful in the past in obtaining the necessary capital to support our operations, including registered equity financings from our existing shelf registration statement, borrowings, asset sales and other means, there is no assurance the Company will be able to sell additional assets timely and/or obtain additional equity capital or other financing, if needed. Risks to our liquidity include future operating expenditures above management’s expectations, including but not limited to exploration, pre-development, research and development, selling, general and administrative, investment related expenditures, the sale of the Silver Springs Properties, and amounts to be raised from the issuance of equity under our existing shelf registration statement. Declines in the share price of our common stock would also adversely affect our results of operations, financial condition and cash flows and available liquidity. If the Company is unable to obtain any necessary additional funds, this could have an immediate material adverse effect on liquidity and raise substantial doubt about our ability to continue as a going concern. In such case, the Company could be required to limit or discontinue certain business plans, activities or operations, reduce or delay certain capital expenditures or investments, or sell certain assets or businesses. There can be no assurance that the Company would be able to take any such actions on favorable terms, in a timely manner, or at all.

RECLASSIFICATIONS

Certain prior period amounts have been reclassified to conform to the 2024 financial statement presentation. Reclassifications had no effect on net income (loss) or cash flows as previously reported.

RECENTLY ISSUED ACCOUNTING STANDARDS

In August 2023, the FASB issued ASU 2023-05 Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. The new guidance addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture's separate financial statements. The objectives of the amendments are to (1) provide decision
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useful information to investors and other allocators of capital in a joint venture's financial statements and (2) reduce diversity in practice. The guidance is applied prospectively and effective for all newly formed joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of this guidance on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07 (Topic 280) Improvements to Reportable Segment Disclosures. The new guidance requires disclosure of significant segment expenses that are (1) regularly provided to or easily computed from information regularly provided to the chief operating decision maker and (2) included in the reported measure of segment profit or loss. The new standard also allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources. The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted and retrospective adoption is required unless impracticable. The Company is currently evaluating the impact of this disclosure guidance on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 (Topic 740) Improvements to Income Tax Disclosures. The new guidance requires additional disclosures of disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024. The guidance should be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact of this disclosure guidance on our consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
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NOTE 2        INVESTMENTS

Summary of Investments

At March 31, 2024 and December 31, 2023, our non-current investments include:

March 31, 2024December 31, 2023
Equity Method Investments:InvestmentOwnership %InvestmentOwnership %
Quantum Generative Materials LLC$11,040,559 48.19%$11,606,763 48.19%
Pelen Limited Liability Company599,465 25.00%609,165 25.00%
Investment in research and development company1,285,961 40.00% %
Total equity method investments12,925,985 12,215,928 
Measurement Alternative Investments:
Green Li-ion Pte. Ltd.18,912,985 13.34%18,912,985 13.34%
Sierra Springs Opportunity Fund, Inc.19,525,000 17.46%19,045,000 17.11%
Total measurement alternative investments38,437,985 37,957,985 
Total investments51,363,970 50,173,913 
Less: current investments(18,912,985)(18,912,985)
Long-term investments$32,450,985 $31,260,928 

Summary financial information for affiliated companies (20% to 50%-owned) accounted for by the equity method for the periods presented, compiled from the equity investee's financial statements and reported on a one quarter lag is as follows:

March 31, 2024December 31, 2023
Current assets$724,299 $665,765 
Non-current assets4,892,826 6,260,818 
Current liabilities2,819  
Non-current liabilities100,763  
Three months ended
March 31, 2024March 31, 2023
Revenues16,700 17,450 
Gross Profit16,700 17,450 
Net loss$(1,548,677)$(1,269,167)
Net loss attributable to Comstock Inc.$(575,904)$(465,165)

Upon acquisition, management determined that the excess of our investment values over the net assets of the individual equity method investees was comprised of goodwill. At March 31, 2024 and December 31, 2023, non-current assets in the summarized financial information in the table above include the equity investees’ investment in, and derivative asset associated with, the Company's common stock of $2.2 million and $3.7 million, respectively. The table above does not include the research and development company as of March 31, 2024 and for the three months ended March 31, 2024 due to the one quarter lag.

Investment in Quantum Generative Materials LLC

On June 24, 2021, we invested in the equity of Quantum Generative Materials LLC “GenMat”, and we received 465,000 membership units and committed $5,000,000 in cash and $10,000,000 in guaranteed stock value for a total of $15,000,000 for the initial seed investment and committed an additional $35,000,000 based upon GenMat’s realization of key development
13


milestones, for up to 50% ownership of GenMat (see Note 15, Subsequent Events). Through March 31, 2024, we paid a total of $14,050,000 consisting of the full $5,000,000 cash commitment and $9,050,000 against the make-whole for the deficiency in the common stock value. During the three months ended March 31, 2024 and 2023, the Company paid $1,500,000 and $1,200,000, respectively, against the make-whole for the deficiency in common stock value.

For the three months ended March 31, 2024 and 2023, the Company recorded $566,204 and $443,622, respectively, in equity loss from affiliates for our investment in GenMat at 37.5% of voting rights since 165,000 membership units were not vested as of March 31, 2024. Through March 31, 2024, the Company has not made additional investments against the additional $35.0 million investment commitment because the Company and GenMat are finalizing the commitments associated with the first investment tranche and the related development milestones.

The Company’s executive chairman and chief executive officer serves as the chairman of GenMat and the Company’s chief technology officer and another employee of the Company serve on the board of directors of GenMat. The GenMat board of directors is composed of the three employees of the Company having one vote each along with the chief executive officer and founder of GenMat who receives four votes.

Investment in Pelen LLC

On April 24, 2020, the Company completed its acquisition of 25% of the total membership interests in Pelen LLC (“Pelen”) for $602,500. The Company recorded $9,700 and $21,543, respectively, in equity loss from affiliates for Pelen for the three months ended March 31, 2024 and 2023.

Other Investment

On March 1, 2024, the Company entered into Securities Purchase Agreement (the “Developer Securities Purchase Agreement”) with an unaffiliated research and development company (“Developer”) under which the Company agreed to purchase 4,000,000 shares of common stock of the Developer, corresponding to 40% of Developer's fully-diluted issued and outstanding capital stock, for $1,500,000. Concurrently and in connection with the entity into the Developer Securities Purchase Agreement, the Company and Developer entered into Development Services Agreement (“DSA”) for purposes of conducting certain research and development work. The purchase price payable by the Company pursuant to the Developer Securities Purchase Agreement will be paid on the following schedule:

Phase 1
$100,000 on March 1, 2024;
$20,000 per month from March 1, 2024 to completion of the first project under the DSA; and
$205,000 on completion of the first project under the DSA.

After completion of Phase 1
$30,000 per month until fully paid; and
$205,000 on completion of the first six projects under the DSA.

Since the payments are not interest bearing, the Company calculated the implied interest of $214,039 on the future cash payments using an interest rate of 9.76% which was recorded as a discount on initial investment of $1.5 million and will be recognized over the payment term. As of March 31, 2024, the Company recorded an investment in the Developer of $1,285,961 in our condensed consolidated balance sheets.

Investment in Green Li-ion

As part of our acquisition of a majority ownership of LINICO on December 30, 2021, we acquired 37,162 preferred shares of Green Li-ion Pte, Ltd. (“Green Li-ion”). On September 12, 2023, LINICO received gross proceeds of $795,510, net of commission fees of $15,910, from the sale of 1,500 Green Li-ion preferred shares for $530.34 per share and recorded a realized gain of $597,248 included in gain (loss) from investments in the consolidated statements of operations. In connection with this sale, the Company valued the remaining 35,662 Green Li-ion preferred shares it holds using the cash rate of $530.34 per share which resulted in recognition of an unrealized gain on investment of $14,577,627 in 2023. The Company intends to sell the remaining Green Li-ion preferred shares over the next twelve months.

14


Investment in Sierra Springs Opportunity Fund Inc.

During 2019, the Company invested $335,000 for 6,700,000 shares of Sierra Springs Opportunity Fund Inc (“SSOF”) common stock. From 2020 through November 2023, the Company advanced $6,985,000 to SSOF and its subsidiary for the purpose of purchasing land, payments for deposits on land and payments for an option on land and water rights purchases. On December 29, 2023, the Company and SSOF agreed to convert total advances into 3,880,556 shares of SSOF common stock. The conversion rate of $1.80 per share was determined to be the fair value of a share of SSOF common stock based on cash sales of SSOF common shares and increased value of SSOF’s underlying real estate assets. The Company’s initial investment of SSOF common shares in 2019 were revalued at $1.80 per common shares resulting in recognition of an unrealized gain on investment of $11,725,000 in 2023.

At December 31, 2023, the Company’s total investment in SSOF consists of 10,580,556 common shares, or 17.11% of the total SSOF outstanding common shares on a fully diluted, if converted basis. In the first quarter of 2024, the Company invested $480,000 in SSOF at $1.80 per share increasing our equity ownership in SSOF to 10,847,222 common shares, or 17.46% at March 31, 2024.

The Company's chief executive officer is an executive of SSOF. Management concluded that SSOF is a variable interest entity of the Company because the Company has both operational and equity risk related to SSOF, and SSOF currently has insufficient equity at risk. Management also concluded that the Company is not the primary beneficiary of SSOF because no one individual or entity has unilateral control over significant decisions and decisions require the consent of all investors. As the Company is not the primary beneficiary, SSOF is not consolidated.

NOTE 3        NOTES RECEIVABLE AND ADVANCES, NET

Notes receivable and advances at March 31, 2024 and December 31, 2023 include:

March 31, 2024December 31, 2023
Current portion
RenFuel K2B AB note receivable $250,000 $ 
Total notes receivable and advances, current portion250,000  
Non-current portion
Daney Ranch note receivable980,291 980,291 
Total notes receivable and advances, non-current portion$980,291 $980,291 

RenFuel K2B AB (“RenFuel”)

On January 2, 2024, the Company paid $250,000 to RenFuel for a bridge term loan, bearing interest at 7% per annum and matured on February 15, 2024. The Company plans to make a $3.0 million investment in RenFuel as part of our first commercial biorefinery (see Note 15, Subsequent Events).



15


NOTE 4        PROPERTY, PLANT AND EQUIPMENT, NET AND MINERAL RIGHTS

Properties, plant and equipment at March 31, 2024 and December 31, 2023 include the following:

 March 31, 2024December 31, 2023
Land$6,328,338 $6,328,338 
Real property leased to third parties1,037,049 1,037,049 
Property, plant and equipment for mineral processing27,644,745 27,644,745 
Other property and equipment7,535,500 7,394,191 
Accumulated depreciation(27,340,231)(27,200,293)
Total property, plant and equipment, net$15,205,401 $15,204,030 
 
During the three months ended March 31, 2024 and March 31, 2023, we recognized depreciation expense of $139,938 and $120,097, respectively. At March 31, 2024 and December 31, 2023, the Company had $402,931 of property, plant and equipment that were not yet placed in service and have not yet been depreciated.

Mineral Rights and Properties

Our properties at March 31, 2024 and December 31, 2023 consisted of the following:
 
March 31, 2024December 31, 2023
Comstock Mineral Estate$10,842,716 $12,164,013 
Other mineral properties317,405 317,405 
Water rights820,595 820,595 
Total mineral rights and properties$11,980,716 $13,302,013 

The Comstock Mineral Estate includes all of the Company's resource areas and exploration targets. During the three months ended March 31, 2024 and 2023, we did not record any depletion expense, as none of the properties are currently in production. All of our mineral exploration and mining lease payments are classified as selling, general and administrative expenses in the condensed consolidated statements of operations.

On June 30, 2023, the Company signed a Mineral Exploration and Mining Lease Agreement (the “Mining Lease”) with Mackay Precious Metals Inc. (“Mackay”). The Mining Lease provides a twenty-year term granting Mackay the rights to conduct exploration on certain of the Company’s mineral properties in Storey County, Nevada. Mackay paid a lease initiation fee of $1,250,000 and made their first two quarterly lease payments totaling $875,000, with quarterly lease payments of $375,000 for the next three and a half years, and then quarterly lease payments of $250,000 thereafter. In addition, Mackay will reimburse carrying costs for the mineral properties, and will pay a 1.5% Net Smelter Returns (“NSR”) royalty from eventual mine production from the mineral properties. Mackay also committed to exploration expenditures of $1,000,000 per year on a cumulative basis, and increasingly detailed technical reports after the first five, ten, and fifteen years.

We determined that the Mining Lease initiation fee of $1,250,000 should be recognized as revenue ratably over the term of the Mining Lease and quarterly lease payments will be recognized as revenue in the period received. For the three months ended March 31, 2024, we recorded revenue of $390,625 which includes the quarterly lease payments of $375,000 and amortization of the lease initiation fee of $15,625. No revenue was recorded the first quarter of 2023. As of March 31, 2024, $1,203,125 of deferred revenue for the initiation fee remains, is recorded as current deferred revenue in our condensed consolidated balance sheet.

In the first quarter of 2024, the Company committed a plan to sell the membership interest, including the mineral rights, in Comstock Northern Exploration LLC. As of March 31, 2024, assets held for sale include mineral rights with a balance of $1,321,297.

In March 2023, the Company acquired senior water rights (50 acre feet) and junior water rights (16 acre feet) on one of its existing properties for $730,595.

16


NOTE 5        INTANGIBLE ASSETS

The Company’s intangible assets at March 31, 2024 and December 31, 2023 include the following:

DescriptionEstimated Economic LifeMarch 31, 2024December 31, 2023
Developed technologies10 years$19,582,402 $19,582,402 
License agreements10 years510,752510,752 
Customer agreements1 year122,885122,885 
Distribution agreements8 years19,73319,733 
Trademarks10 years7,000 7,000 
Accumulated amortization(4,880,114)(4,376,740)
Intangible assets, net$15,362,658 $15,866,032 

Accumulated amortization as of March 31, 2024 and December 31, 2023 consisted of the following:
March 31, 2024December 31, 2023
Developed technologies$4,603,141 $4,113,045 
License agreements144,271 131,917 
Customer agreements122,885 122,885 
Distribution agreements8,242 7,493 
Trademarks1,575 1,400 
Accumulated amortization$4,880,114 $4,376,740 

For the three months ended March 31, 2024 and 2023, amortization expense related to intangible assets was $503,374 and $500,451, respectively.

Future minimum amortization expense is as follows at March 31, 2024:

Remainder of 2024$1,490,125 
20251,993,499 
20261,993,499 
20271,993,499 
20281,993,499 
Thereafter5,898,537 
$15,362,658 

Changes in the intangible assets balances for the three months ended March 31, 2024 and 2023, are presented below:

As of December 31, 2023AdditionsImpairmentAmortization
As of March 31, 2024
Intangible assets$20,242,772 $ $ $— $20,242,772 
Accumulated amortization(4,376,740)—  (503,374)(4,880,114)
Total intangible assets and goodwill$15,866,032 $ $ $(503,374)$15,362,658 

17


As of December 31, 2022AdditionsImpairmentAmortization
As of March 31, 2023
Intangible assets$20,042,772 $ $ $— $20,042,772 
Accumulated amortization(2,379,091)—  (500,451)(2,879,542)
Total intangible assets and goodwill$17,663,681 $ $ $(500,451)$17,163,230 

The Company is party to three license agreements (collectively, the “AST License Agreements”) with American Science and Technology Corporation (“AST”), pursuant to which the Company agreed to license certain intellectual property of AST for use at three facilities in exchange for three facility-specific license fees of $500,000 each, and a royalty fee equal to 1.0% of the gross revenue of each of the first three licensed facilities.

On December 28, 2023, the Company entered into an amendment (the “2023 FPC Asset Purchase Agreement Amendment”) with Flux Photon Corporation (“FPC”) to amend that certain Asset Purchase Agreement, dated on September 7, 2021, and amended on December 10, 2021 (as amended, the “FPC Asset Purchase Agreement”). Pursuant to the FPC Asset Purchase Agreement, the Company acquired certain intellectual property and related photocatalysis laboratory equipment (the “FPC Assets”). The original purchase price included a payable for the FPC Assets of $17,650,000, payable only from 20% of future cash flows defined as the future monthly consolidated sales, less total variable costs, less operating expenses, maintenance, tax payments, and debt service payments of the Company and its now and hereafter-existing subsidiaries until the purchase prices has been fully paid. The 2023 FPC Asset Purchase Agreement Amendment reduced the purchase price payable to FPC to $16,850,000. On December 28, 2023, the Company paid $200,000 with the remaining balance of $16,650,000 payable to FPC from future cash flows and accounted for as an acquisition of intellectual property. Mr. Kreisler, a member of the Company's board of directors and the Company's chief technology officer, is also the owner of 100% of the outstanding common stock of FPC and as such was the indirect beneficiary of all payments made to FPC pursuant to the FPC Asset Purchase Agreement (see Note 14, Related Party Transactions).

NOTE 6        ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities at March 31, 2024 and December 31, 2023 consisted of the following:

 March 31, 2024December 31, 2023
Accrued interest expense$65,320 $52,500 
Accrued payroll and related costs709,626 798,827 
Accrued incentive compensation1,641,544 1,332,169 
Accrued vendor liabilities307,353 53,088 
Payable to research and development company368,090  
Other accrued expenses158,367 47,402 
Total accrued expenses$3,250,300 $2,283,986 

On July 1, 2022, the Board of Directors of the Company approved a performance objective based, cash incentive compensation plan for executives of the Company, with the potential to earn a performance bonus of up to 100% of base salary. For the three months ended March 31, 2024 and 2023, the Company expensed $309,375 and $232,031, respectively, for accrued incentive compensation in the condensed consolidated financial statements. As of March 31, 2024, accrued incentive compensation of $1,641,544 consists of the remaining $1,332,169 incentive accrual for 2023 expected to be paid in 2024 and $309,375 of the estimated 2024 incentive accrual expected to be paid in 2025.

As of March 31, 2024, the payable to Developer of $368,090 consists of short term payments due under the Securities Purchase Agreement dated March 1, 2024, between the Company and Developer (see Note 2, Investments).

18


NOTE 7        LEASES

The Company has the following lease balances recorded on the condensed consolidated balance sheets as follows:

Lease Assets and LiabilitiesClassificationMarch 31, 2024December 31, 2023
Finance lease right-of-use assetFinance lease - right to use asset, net$2,912,533 $2,923,766 
Operating lease right-of-use assetOther assets - noncurrent228,059 237,617 
Total right of use assets$3,140,592 $3,161,383 
Operating lease liability - currentAccrued expenses and other liabilities$39,146 $37,401 
Operating lease liability - long-termOther liabilities194,695 205,154 
Finance lease liability, current portionFinance lease - Right of use lease liability370,201 838,676 
Finance lease liabilityFinance lease - Right of use lease liability, non-current portion459,854  
Total lease liabilities$1,063,896 $1,081,231 

The Company has the following lease costs recorded in the condensed consolidated statements of operations as follows:
Three months ended
March 31, 2024March 31, 2023
Finance lease cost:
Amortization of right-of-use assets$11,233 $10,493 
Interest on lease liabilities24,321 195,712 
Operating lease cost17,433 2,525 
Total lease cost$52,987 $208,730 
Other information
Operating cash flows from operating leases$16,590 $2,475 
Financing cash flows from finance leases$ $ 

The Company has the following weighted average remaining lease terms and discount rates for our finance and operating leases:

March 31, 2024March 31, 2023
Weighted-average remaining lease term - finance leases0.081.08
Weighted-average remaining lease term - operating leases4.374.51
Weighted-average discount rate - finance leases8.0 %6.0 %
Weighted-average discount rate - operating leases13.2 %11.0 %

Finance Lease

Facility Lease

During the three months ended March 31, 2023, the Company received $6.0 million toward the sale of a leased facility and all the related equipment, of which the facility portion of the sale ultimately closed in August 2023 at which time the Company recognized a gain of $7.3 million. In connection with a portion of the $6.0 million received associated with the equipment, the Company recognized a gain of $178,193 on the sale of that equipment during the three month period ended March 31, 2023.

19


AST Asset Purchase Agreement

On April 16, 2021, the Company entered into an asset purchase agreement (the “AST Asset Purchase Agreement”) with AST. Concurrently and in connection with the entry into the AST Asset Purchase Agreement, the Company and AST entered into the AST License Agreements (see Note 5, Intangible Assets). The AST License Agreements provided for full use of the facility and all machinery and equipment located therein until April 30, 2022. Under the AST Asset Purchase Agreement, the Company agreed to acquire substantially all of AST’s assets in exchange for $3,500,000 due on April 30, 2024 in addition to $35,000 per month from May 1, 2022 to April 30, 2024 (see Note 15, Subsequent Events). Beginning May 1, 2022, the AST Asset Purchase Agreement provides for full access and use of the AST assets until all payments are made and title transfers to the Company. Of the amounts paid under this agreement, a portion is associated with the acquired machinery and equipment and recognized as research and development expense in the condensed consolidated statements of operation. During the three months ended March 31, 2024 and 2023, the Company recognized $79,935 and $79,935, respectively, of research and development expense.

Haywood Quarry Acquisition and Lease Agreement

On April 7, 2022 and amended on November 7, 2022, the Company entered into a purchase agreement (the “Haywood Purchase Agreement”) with Decommissioning Services LLC (“Decommissioning Services”) to purchase Haywood quarry and industrial property (the “Haywood Property”) for $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. The Haywood Property represents approximately 190 industrial acres in Lyon County, Nevada, and part of one of the larger industrial parks in Lyon County. The property has power, water and direct highway access. The Company plans to employ a portion of the property for the storage of end-of-life electrification products.

The closing of the Haywood Purchase Agreement is contingent on liquidation of the shares and receipt of the full purchase price by Decommissioning Services. Comstock Exploration agreed to make up any shortfall if the proceeds from the sale of the shares plus the deposit are less than $2.1 million, and Decommissioning Services agreed to refund any excess proceeds. This contractual stock consideration has been recorded as a derivative on the consolidated balance sheets. For the three months ended March 31, 2024 and 2023, Comstock Exploration paid Decommissioning Services $0 and $200,000, respectively, which resulted in a decrease in contractual stock consideration (see Note 11, Fair Value Measurements).

During the period between execution of the Haywood Purchase Agreement and closing, Decommissioning Services leases the Haywood Property to Comstock Exploration for no additional consideration, providing exclusive rights to access, use or sublease portions of the Haywood Property, to obtain permits and prepare the property for its intended purpose, including improvements. If the conditions for closing are not satisfied by June 30, 2025, the Haywood Purchase Agreement will terminate and Decommissioning Services will retain a total of $400,000 in rental fees for use of the Haywood Property. During this lease period, Comstock Exploration will pay Decommissioning Services a 2% royalty of the sales price of any gravel, aggregate, or rock products produced and sold from the Haywood Property, excluding the removal of materials that have been pledged to a third-party for improvements made (see Note 15, Subsequent Events).

Operating Leases

On August 15, 2023, the Company, as lessee, signed a Real Estate and Building Lease Agreement (the “SCP Building Lease”) with Sierra Clean Processing LLC (“SCP”) to lease real property and improvements located in Silver Springs, Nevada. The SCP Building Lease is under a five year term commencing on August 1, 2023, subject to automatically renew for an additional five year terms. Under the SCP Building Lease, rental expense is $4,680 per month with an annual rent increase of 3% and all lease payments were recognized as rental expense. At lease inception, the SCP Building Lease was classified as an operating lease with a lease term of five years. At August 15, 2023, the Company recorded a right-of-use asset and lease liability of $213,925 and $213,925, respectively, at a discount rate of 13.57%. For the three months ended March 31, 2024 and 2023, the fixed operating lease expense was $14,908 and $0, respectively. The Company's chief executive officer is an executive and director of SCP.

For the three months ended March 31, 2024 and 2023, operating lease expense was $20,700 and $15,389, respectively.
20



Minimum lease payments to be paid by the Company by fiscal year for the Company's operating and finance leases are as follows:

Operating LeasesFinance Leases
For the remainder of 2024$50,522 $454,040 
202569,118 490,074 
202671,175  
202773,285  
202846,371  
Thereafter  
Total lease payments310,471 944,114 
Less: imputed interest(76,630)(114,059)
Present value of lease liabilities$233,841 $830,055 

Operating Lease Income

Revenues from operating leases on our land and building leased to others totaled $35,325 and $30,750 for the three months ended March 31, 2024 and 2023, respectively.


Minimum lease payments for operating leases to be received from others are as follows:

For the remainder of 2024$72,000 
202596,000 
202696,000 
202796,000 
202896,000 
Thereafter192,000 
Total Minimum Lease Income$648,000 

NOTE 8     DEBT OBLIGATIONS

Debt at March 31, 2024 and December 31, 2023 consisted of the following:

March 31, 2024December 31, 2023
GHF Secured Promissory Note – 6% interest, due December 15, 2024
$4,290,000 $4,290,000 
Alvin Fund LLC Promissory Note - 16% interest, due January 31, 2026
2,000,000 2,000,000 
Alvin Fund LLC Promissory Note - 8% interest, due February 12, 2025
2,100,000 2,100,000 
Kips Bay Unsecured Convertible Promissory Note - 8% interest, due March 27, 2025
4,600,001 3,157,894 
AQMS Note Payable, net - 9.76% implied interest, due December 31, 2024
450,000 600,000 
Total debt13,440,001 12,147,894 
Less: debt discounts and issuance costs(2,521,630)(2,297,172)
Total debt, net of discounts10,918,371 9,850,722 
Less: current maturities(2,975,314)(4,495,660)
Long-term debt, net of discounts and issuance costs$7,943,057 $5,355,062 

21


GHF, Inc. Unsecured Promissory Note

On December 15, 2021, the Company entered into a long-term promissory note (the “GHF 2021 Note”) with GHF, Inc. (“GHF”), with a principal amount of $5,000,000, of which $4,550,000 was funded and $450,000 was an original issue discount (“OID”). The full principal is due on December 15, 2024. Interest is payable monthly at a rate of 6% annually (see Note 15, Subsequent Events). Prepayment is allowed in full or in part at any time without premium or penalty. The loan is secured by all non-mining related assets of the Company, Silver Springs land and water rights, excluding the Lucerne and Dayton properties. The Company is required to prepay the GHF 2021 Note with any net cash proceeds received in the sale of any collateral. During the three months ended March 31, 2024 and 2023, the Company recognized interest expense of $158,447 and $156,705, respectively, which includes OID amortization of $94,273 and $93,237, respectively, in connection with the GHF 2021 Note.

Alvin Fund Note

On October 25, 2022, the Company entered into a short-term promissory note (the “Alvin Fund 2022 Note”) with Alvin Fund LLC (“Alvin Fund”) with a principal amount of $2,000,000. In consideration for entering into the Alvin Fund 2022 Note, the Company issued to Alvin Fund common shares of the Company at a fair value of $250,000, which was recognized as a discount on the Alvin Fund 2022 Note. The maturity date pursuant to the Alvin Fund 2022 Note was originally October 25, 2023. On September 30, 2023, the Company and Alvin Fund amended the Alvin Fund 2022 Note to extend the maturity date to January 31, 2026, at an interest rate of 16%. Interest was payable monthly at a rate of 9% annually (see Note 15, Subsequent Events). Prepayment is allowed in full or in part at any time without premium or penalty. The Alvin Fund 2022 Note is secured by all the property commonly referred to as the Dayton properties. During the three months ended March 31, 2024 and 2023, the Company recognized interest expense of $79,781 and $106,028, respectively, which includes amortization of discount of $ and $61,644, respectively, in connection with the Alvin Fund 2022 Note.

On November 12, 2023, the Company entered into a short-term promissory note (the “Alvin Fund 2023 Note”) with Alvin Fund with a principal amount of $2.1 million which includes $100,000 OID. The full principal is due on February 12, 2025. Interest is payable monthly at a rate of 8% annually (see Note 15, Subsequent Events). Prepayment is allowed in full or in part at any time without premium or penalty. The Alvin Fund 2023 Note is secured by the Company's non-mining assets. In consideration for entering into the Alvin Fund 2023 Note, the Company issued warrants that would allow Alvin Fund to purchase 1,000,000 common shares of the Company at $0.70 per share with a relative fair value of $157,269 which was recognized as a discount on the loan. During the three months ended March 31, 2024 and 2023, the Company recognized interest expense of $93,002 and $0, respectively, which includes OID amortization of $51,117 and $0, respectively, in connection with the Alvin Fund 2023 Note.

Kips Bay Select LP Unsecured Convertible Note

On December 27, 2023, the Company entered into a securities purchase agreement for an unsecured convertible promissory note (the "Kips Bay Note") with Kips Bay Select LP ("Kips Bay") with a principal amount of $5,263,157, of which $263,157 was an OID. The full principal is due on March 27, 2025. Interest is payable monthly at a rate of 8% annually. The Company received $3.0 million on December 27, 2023 and received the remaining $2.0 million on January 27, 2024.

The Kips Bay Note required the Company to pay a loan commitment fee of $250,000 in the form of shares of its common stock. As of December 31, 2023, the Company recorded a stock payable of $150,000 as a non-current other liability on the consolidated balance sheet. The amount was recognized as additional discount on the note. On January 11, 2024, the Company issued 308,931 restricted shares of its common stock equal to 3% of the principal amount of the Kips Bay Note, or $157,895 at $0.511 per share. On January 16, 2024, the Company issued an additional 180,210 registered shares of its common stock equal in value to 1.75% of the additional $2.0 million in principal amount of the Kips Bay Note, or $92,105, also at $0.511 per share.

The Kips Bay Note contains conversion terms that are based on percentages of trading price and volumes over defined measurement periods. The terms require the conversion option to be bifurcated as a derivative. As of March 31, 2024 and December 31, 2023, the Company has a derivative liability balance of $1,440,000 and $1,360,000, respectively, associated with this conversion option and reflected in our condensed consolidated balance sheet. During the three months ended March 31, 2024 and 2023, the Company recognized interest expense of $442,618 and $0, respectively, which includes OID amortization of $351,966 and $0, respectively, in connection with the Kips Bay Note. During three month period ended March 31, 2024, the Company delivered 2,276,944 shares of common stock with a fair value of $894,773 at an average conversion price per share of $0.39 upon the conversion of a principal balance of $663,156 and accrued interest of $104,756.

22


The loss on debt conversion recognized during the three months ended March 31, 2024 was calculated as follows:

Principal converted$663,156 
Debt discount associated with principal converted(306,061)
Accrued interest payable converted104,756 
Derivative liability converted239,399 
Total701,250 
Fair value of stock issued894,773 
Loss on conversion of debt$(193,523)

Aqua Metals Inc. Note

On December 19, 2023, Comstock Inc., LINICO and Aqua Metals Inc. (“AQMS”) entered into a stock redemption agreement in which the Company agreed to purchase and AQMS agreed to sell their shares in LINICO for $600,000. The consideration is payable in twelve installments of $50,000 with the first installment due on January 31, 2024, and the next eleven installments due on the last day of the next succeeding eleven months. Because the payments are not interest bearing, the Company calculated the implied interest of $33,673 on the future cash payments using an interest rate of 9.76% which was recorded as a discount on the agreement and will be recognized over the payment term. During the three months ended March 31, 2024 and 2023, the Company recognized interest expense of $13,388 and $0, respectively, in connection with the AQMS notes payable.

Ionic Ventures LLC Unsecured Convertible Note

On December 16, 2022, the Company entered into a securities purchase agreement for an unsecured convertible promissory note (“Ionic Note”) with Ionic Ventures, LLC (“Ionic”) with a principal amount of $3,150,000, of which $2,975,000 was funded and $175,000 was an OID. The full principal was due on March 16, 2024. Interest was payable monthly at a rate of 8% annually. The Ionic Note contains conversion terms that are based on percentages of trading price and volumes over defined measurement periods. The Ionic Note requires the conversion option to be bifurcated as a derivative.

During the first quarter of 2023, the Company delivered 4,539,413 shares of common stock with a fair value of $1,662,723 at an average alternate conversion price per share of $0.37 with a principal balance of $1,300,000 and accrued interest of $19,310. Total carrying value of the converted debt was $2,054,236. In addition, the converted debt has a total derivative liability balance of $156,000 which was reversed upon conversion. As of March 31, 2023, the Company recorded a loss on conversion of debt of $270,456. The conversion terms require a measurement period of five days within which the number of shares initially converted are adjusted for changes in trading volume during the period. Under this provision, on April 6, 2023, Ionic returned 327,549 excess shares of its common stock held in treasury shares in anticipation of future debt to equity conversions. During the three months ended March 31, 2024 and 2023, we recognized interest expense of $ and $156,733, respectively and amortization of discount of $ and $97,489, respectively, in connection with the Ionic Note. The Ionic Note was fully converted in 2023.

23


NOTE 9        COMMITMENTS AND CONTINGENCIES

COMSTOCK MINERAL ESTATE LEASE PAYMENTS

We lease certain mineral rights and properties under leases expiring at various dates through 2040. Future minimum annual lease payments, including royalty and rental payments, under these existing lease agreements are as follows at March 31, 2024:

Year Leases
Remainder of 2024$77,850 
2025111,000 
2026151,000 
2027151,000 
2028151,000 
Thereafter1,361,250 
Total minimum annual lease payments$2,003,100 

We have minimum royalty obligations with certain of our mineral properties and leases. For most of the mineral properties and leases, we are subject to a range of royalty obligations to the extent that production commences. These royalties range from 0.5% to 5% of NSR from minerals produced on the properties, with the majority being under 3%. Some of the factors that will influence the amount of the royalties include ounces extracted and the price of extracted metals.

Our mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally become more restrictive. The Company believes its operations are in compliance with applicable laws and regulations in all material respects. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures.

RENFUEL LICENSE PAYMENTS

On October 11, 2023, and amended on December 22, 2023, the Company and RenFuel signed an Exclusive License Agreement, pursuant to which RenFuel granted Comstock Fuels Corporation (“Comstock Fuels”), a wholly owned subsidiary of the Company, an exclusive license to use RenFuel’s patented catalytic esterification and related technologies in North America, Central America, and South America in exchange for ongoing royalty fees based on the production and sales of qualified products. As of March 31, 2024, no payments for the Exclusive License Agreement have been made (see Note 15, Subsequent Events).

INVESTMENT IN LICENSED TECHNOLOGY

On March 1, 2024, Comstock and Developer entered into the DSA to advance technologies owned by Comstock’s subsidiary that incorporate applications of intellectual properties owned by the Developer (“Developer IP”). The DSA scope involves research and development to validate integrated applications of Comstock's intellectual properties and Developer IP, including baseline applications involving Developer IP alone. The DSA calls for work to be completed in a series of phases, with the first phase (“Phase 1”) consisting of three projects over nine months at a cost to Comstock of $116,900 per month, or $1,052,100 in total. Current estimates for the next three projects in the second phase of work under the DSA (“Phase 2”) include $116,900 per month for an additional six months, or $701,400 in total, including $321,160 in residual payments for equipment and supplies purchased in Phase 1 that will be used in Phase 2. For the three months ended March 31, 2024, the Company recorded $116,900 as research and development expense in the condensed consolidated statements of operation. Phase 2 estimates are subject to upwards variance after data is collected and evaluated from Phase 1. No estimate is available for work beyond Phase 2 at this time, however, the DSA contemplates continuing cooperation for research and development over an initial three year term. Each phase of work is defined by a detailed scope culminating in specific, measurable, achievable, relevant, and timely milestones and go-no-go decision points. Work under Phase 2 cannot occur without a written notice to proceed from Comstock following satisfactory completion of Phase 1 based on stated milestones and decision points. The Phase 2 notice to proceed also cannot be issued until a detailed project plan for Phase 2 is finalized and approved by Comstock and Developer.

On March 1, 2024, Developer granted the Company an exclusive license to use Developer IP to produce fuel (“Fuels License”) and water (“Water License” and, together with the Fuels License, the “Comstock License Agreements”) in exchange for royalty
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fees based on the production and sales of qualified products. The Comstock License Agreements also require the Company to pay minimum royalty fees equal to $20,000 on the earlier to occur of 240 days after receiving a patent for the Developer IP, and, commencing on February 15, 2025, and for each year thereafter, (i) $10,000 in year 1 and 2, (ii) $25,000 in year 3 and 4, and (iii) $75,000 in year 5 and thereafter. The Company also agreed to pay for certain outstanding and future patent costs, as well as a new patent filing fees for each new patent application added to the Licensed Patent Rights deriving from Developer individually ($10,000) or together with the Company ($5,000). The scope of the Water License is exclusive unless Comstock elects not to invest a minimum of $100,000 per calendar quarter after completion of Phase 1. All amounts paid to or for the benefit of Developer under the DSA and Comstock License Agreements are credited against future royalties payable under the Comstock License Agreements. The Comstock License Agreements state that new intellectual properties developed by Comstock that derive from the Developer IP shall be assigned to Developer. As of March 1, 2024, an officer and an employee (the “Comstock Inventors”) of the Company invented new developments that derived from Developer IP (“Comstock Developer Inventions”). The Comstock Inventors assigned the Comstock Developer Inventions to Comstock, and Comstock then assigned the Comstock Developer Inventions to Developer. While new developments to the Developer IP made by Comstock after March 1, 2024, are required to be assigned to Developer for no additional consideration, Developer agreed to pay to the Company a technology use fee equal to 20% of any throughput that Developer generates by use and sublicensing of the Comstock Developer Inventions.

OTHER

The Company pays each of the independent directors a total of $160,000 in cash and stock-based compensation, plus chair and committee meeting fees and each of the independent directors receives cash retainers of $60,000 per year. The Chair of each Committee is paid an additional cash retainer of $20,000 per year. As of March 31, 2024 and December 31, 2023, the Company accrued $625,000 and $500,000, respectively, in director fee compensation associated with the stock-based portion of their compensation earned in 2023 and 2024 that is expected to be issued in 2024 and paid annually. For the three months ended March 31, 2024 and 2023, the Company recognized director fees expenses of $225,000 and $137,700, respectively. As of March 31, 2024 and December 31, 2023, director fee compensation included in accounts payable and accrued expenses on the condensed consolidated balance sheet was $112,500 and $87,500, respectively.

From time to time, we are involved in claims and proceedings that arise in the ordinary course of business. There are no matters pending that we expect to have a material adverse impact on our business, results of operations, financial condition or cash flows.

NOTE 10    EQUITY

Issuance of Registered Shares of Common Stock

On March 25, 2024, the Company entered into an equity purchase agreement (“2024 ClearThink Agreement”) with ClearThink Capital Partners LLC (“ClearThink”) to offer and sell restricted and unregistered shares of common stock of the Company at an aggregate offering price of up to $5 million from time to time, at our option, on terms we deem favorable. As of March 31, 2024, the Company issued 784,683 registered shares of common stock to ClearThink for an aggregate sales price of $250,000 at an average price per share of $0.32. As of March 31, 2024, the 2024 ClearThink Agreement had remaining capacity of $4,750,000. On March 26, 2024, the Company filed a prospectus supplement to the registration statement on Form S-3, dated March 28, 2022, that registered for resale these shares issued pursuant to the 2024 ClearThink Agreement.

On February 13, 2023, the Company entered into an equity purchase agreement (“2023 Leviston Sales Agreement”) with Leviston Resources LLC (“Leviston”) to offer and sell registered shares of common stock at an aggregate offering price of up to $5 million from time to time, at our option, on terms we deem favorable. As of December 31, 2023, the Company issued 10,892,604 registered shares of common stock to Leviston pursuant to the Company’s Form S-3 filed with the U.S. Securities and Exchange Commission, for an aggregate sales price of $5.0 million at an average price per share of $0.46, and additional 552,486 common shares at a fair value of $200,000 in commitment fees. As of March 31, 2024, the 2023 Leviston Sales Agreement had no remaining capacity.

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On June 21, 2022, the Company entered into an equity purchase agreement (the “2022 Tysadco Sales Agreement”) with Tysadco Partners, LLC (“Tysadco”) to offer and sell registered shares of common stock in an aggregate offering price of up to $10,000,000 from time to time, at our option, on terms we deem favorable. Any shares offered and sold to Tysadco were registered for resale pursuant to a registration statement on Form S-1 filed with U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933 (the “Securities Act”). The Company paid commissions equal to 5% of the offering proceeds to the placement agent in connection with such sales. As of December 31, 2023, the Company issued 7,897,838 shares of common stock to Tysadco, for an aggregate sales price of $3,000,000 at an average price per share of $0.38. For the three months ended March 31, 2024, the Company issued 3,318,014 shares of common stock to Tysadco, for an aggregate sales price of $1,213,711 at an average price per share of $0.37. Sales of common stock, if any, under the 2022 Tysadco Sales Agreement are made at a 10% discount to the volume weighted average sales price of the common stock on the date that Tysadco receives a capital call from the Company. As of March 31, 2024, the 2022 Tysadco Sales Agreement had no remaining capacity.

Issuance of Unregistered Shares of Common Stock

On March 27, 2024, the Company issued 250,000 shares of unregistered restricted common stock with a fair value of $85,000 to ClearThink as payment for commitment fees under the 2024 ClearThink Agreement.

On February 1, 2024 and March 1, 2024, the Company issued 75,080 shares and 164,529 shares, respectively, of unregistered restricted common shares with a fair value of $36,822 and $79,781, respectively, to Alvin Fund in lieu of cash payment from interest under the Alvin Fund 2023 Note.

On January 11, 2024, the Company issued 308,931 restricted shares of its common stock equal to 3% of the principal amount of the Kips Bay Note, or $157,895 at $0.511 per share. On January 16, 2024, the Company issued an additional 180,210 registered shares of its common stock equal in value to 1.75% of the principal amount of the Kips Bay Note, or $92,105, also at $0.511 per share (see Note 8, Debt Obligations).

On February 14, 2023, the Company issued 410,959 shares of unregistered restricted common stock with a fair value of $150,000 to Leviston as payment for due diligence fees under the 2023 Leviston Sales Agreement.

Noncontrolling Interest

On December 30, 2021, the Company entered into an agreement with LINICO to purchase additional shares of LINICO resulting in the Company owning an approximately 90% controlling interest in LINICO. The remaining 10% ownership was held by AQMS (see Note 14, Related Party Transactions) and is accounted for as a noncontrolling interest in our consolidated financial statements. On December 19, 2023, the Company, LINICO and AQMS entered into a stock redemption agreement in which AQMS sold its LINICO shares to LINICO for $600,000. The increase in ownership percentage and decrease in non-controlling interest resulted in an increase to the Company's additional paid in capital of $3,758,807 during the year ended December 31, 2023. As of March 31, 2024, the Company owns 100% of LINICO.

On March 1, 2023, Comstock Metals Corporation (“Comstock Metals”), a wholly owned subsidiary of the Company, entered into an Employment Agreement with Dr. Fortunato Villamagna, to serve as President of Comstock Metals. As part of this agreement. Dr. Villamagna shall receive 20% of the equity in Comstock Metals, vesting evenly, over a five-year period commencing on March 1, 2023 through March 1, 2028, with estimated fair value of the equity award totaling $863,000 held by Dr. Villamagna. On March 1, 2024, the first tranche vested reducing in the Company’s ownership in Comstock Metals to 96% with a noncontrolling interest of 4%.

For the year ended December 31, 2023, the Company recognized share-based compensation of $143,833 associated with the agreement with Dr. Villamagna. During the three months ended March 31, 2024, the Company recognized share-based compensation of $43,150. At March 31, 2024, unamortized stock-based compensation for the equity award was $676,017 and will be amortized over the remaining vesting term of 4 years.

Treasury Stock

At December 31, 2023, treasury stock included 2,605,322 shares of our common stock with carrying value of $3,360,867. On January 5, 2024, the Company retired and cancelled the treasury stock.

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Warrants

Outstanding warrants at March 31, 2024 and December 31, 2023 are as follows:

Number of WarrantsExercise PriceExpiration Date
GHF, Inc.200,000 $1.0000 August 22, 2024
GHF, Inc.500,000 $0.4555 December 15, 2024
GHF, Inc.500,000 $2.5217 December 15, 2024
Alvin Fund LLC1,000,000 $0.7000 November 12, 2025
Total Outstanding warrants2,200,000 

During the three month periods ended March 31, 2024 and 2023, no warrants to purchase common stock were issued, exercised, or expired.

NOTE 11    FAIR VALUE MEASUREMENTS

The following table presents our assets and liabilities measured at fair value on a recurring basis at March 31, 2024:

  Fair Value Measurements at 
March 31, 2024
TotalQuoted
Prices
in Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets:
GenMat derivative$240,478 $ $240,478 $ 
Liabilities:
Kips Bay convertible debt derivative$1,440,000 $ $ $1,440,000 
LINICO related derivative2,893,325  2,893,325  
Haywood derivative1,160,000  1,160,000  
Total liabilities measured at fair value$5,493,325 $ $4,053,325 $1,440,000 

The following table presents our assets and liabilities measured at fair value on a recurring basis at December 31, 2023:

  Fair Value Measurements at
December 31, 2023
TotalQuoted
Prices
in Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Liabilities:
Kips Bay convertible debt derivative$1,360,000 $ $ $1,360,000 
LINICO related derivative2,383,162  2,383,162  
Haywood derivative875,000  875,000  
GenMat derivative781,966  781,966  
Total liabilities measured at fair value$5,400,128 $ $4,040,128 $1,360,000 
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Changes in the assets and liabilities that include level 3 inputs the following:

During the three months ended March 31, 2023, the Company recognized a gain of $240,000 for the change in fair value of the Ionic convertible debenture derivative. During the three months ended March 31, 2023, $156,000 of the derivative liability was fully converted using significant unobservable inputs (Level 3).
During the three months ended March 31, 2024, the Company recognized a gain of $516,601 for the change in fair value of the Kips Bay Note. During the three months ended March 31, 2024, $239,399 of the derivative liability was fully converted and on January 27, 2024, the Company recorded an additional $836,000 associated with the additional borrowings under the Kips Bay Note using significant unobservable inputs (Level 3).

VALUATION METHODOLOGIES

Following is a description of the valuation methodologies used for the Company's financial instruments measured at fair value on a recurring basis as well as the general classification of such instruments pursuant to the valuation hierarchy.

Derivatives

The Company has several derivatives associated with its common stock including make-whole commitments and debt conversion options. The following tables presents changes in our derivative liabilities for the three months ended March 31, 2024 and 2023, measured at fair value:

For the Three-Months Ended March 31, 2024
As of December 31, 2023(Additions) DeductionsUnrealized Gain (Loss) on Change in Fair ValuePayments for Decrease in Contractual Stock ConsiderationAs of March 31, 2024
Kips Bay convertible debt derivative$(1,360,000)$(596,601)$516,601 $ $(1,440,000)
LINICO related derivative(2,383,162) (510,163) (2,893,325)
Haywood derivative(875,000) (285,000) (1,160,000)
GenMat derivative(781,966) (477,556)1,500,000 240,478 
Total liabilities measured at fair value$(5,400,128)$(596,601)$(756,118)$1,500,000 $(5,252,847)

For the Three-Months Ended March 31, 2023
As of December 31, 2022(Additions) DeductionsUnrealized Gain (Loss) on Change in Fair ValuePayments for Decrease in Contractual Stock ConsiderationAs of March 31, 2023
Ionic convertible debt derivative$(420,000)$156,000 $240,000 $ $(24,000)
LINICO related derivative(6,053,162) 210,000 375,000 (5,468,162)
Haywood derivative(1,480,000) 90,000 200,000 (1,190,000)
GenMat derivative(6,592,638) 158,595 1,200,000 (5,234,043)
Total liabilities measured at fair value$(14,545,800)$156,000 $698,595 $1,775,000 $(11,916,205)

At March 31, 2024, December 31, 2023 and March 31, 2023, the fair value of the LINICO, the Haywood Property, and GenMat derivatives was based on a trading price of the Company’s shares of $0.36, $0.55 and $0.34, respectively.

Kips Bay Select LP Conversion Option

On December 27, 2023, the Company recorded a derivative liability on the consolidated balance sheets in connection with the Kips Bay Note. On that date, the $1,360,000 fair value of the derivative liability was determined based on bifurcation of the derivative liability from the convertible note. On January 27, 2024, the Company recorded an additional $836,000 associated with the additional borrowings under the Kips Bay Note (see Note 8, Debt Obligations). During the three months ended March 31, 2024 and 2023, the Company recorded a gain of $516,601 and $0, respectively, for the change in fair value of the derivative. At December 31, 2023, the derivative was valued using a Monte Carlo valuation model with a conversion price
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equal to 90% of the average price capped at $1.00, discount rate of 35%, risk free rate of 4.54%, and volatility of 96.0%. At March 31, 2024, the derivative was valued using a Monte Carlo valuation model with a conversion price equal to 90% of the average price capped at $0.88, discount rate of 35%, risk free rate of 4.91%, and volatility of 81.0%. The derivative liability was classified within Level 3 of the valuation hierarchy.

Ionic Ventures, LLC Conversion Option

On December 16, 2022, we recorded a derivative liability on the consolidated balance sheets in connection with the Ionic Note. During the three months ended March 31, 2023, the Company recorded a gain of $240,000 for the change in fair value of the derivative. In 2023, the derivative was fully converted. The derivative liability was classified within Level 3 of the valuation hierarchy.

Other Financial Instruments

At March 31, 2024, the carrying amount of cash and cash equivalents, notes receivable and debt carried at amortized costs, approximates fair value because of the short-term maturity of these financial instruments.

NOTE 12    NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. For the three months ended March 31, 2024 and 2023, all common stock equivalent shares, including warrants to purchase common stocks, stock options, stock awards and a conversion option on a convertible debt, are antidilutive.

For the three months ended March 31, 2023, the weighted average number of shares outstanding, for the purpose of calculating earnings per share, were reduced by treasury shares of 2,605,322, which is the number of treasury shares held through our ownership in LINICO. On January 5, 2024, the Company elected to retire 2,605,322 treasury shares of the Company’s common stock from LINICO for cancellation upon receipt, resulting in no treasury shares reduction for calculating earnings per share in 2024.

NOTE 13    SEGMENT REPORTING
 
We have the following segments and reporting units: Fuels, Metals, Mining, Strategic Investments and Corporate. The Company’s goal is to accelerate the commercialization of decarbonizing technologies. Once a technology achieves a certain technology readiness or a justifiable critical mass or market distinction, we strategically plan its commercialization and dedicate resources toward that end. Until then, it is managed with corporate resources.

Summarized financial information relating to our reportable segments is provided below. In 2023, our chief operating decision maker ("CODM") reassessed the Company's performance and allocation of resources. Based on this reassessment, the Company's segments were determined to be Fuels, Metals, Mining, Strategic Investments and Corporate. Previously, our CODM assessed performance and allocation of resources to three business segments and reporting units including Renewable Energy, Mining and Strategic Investments. Certain amounts have been reclassified to conform to the current period presentation on a comparable basis. The Company's strategic plans, executes and monitors each reporting segment and has dedicated personnel responsible for each reportable segment. Our Fuels Segment represents our lignocellulosic biomass into biointermediates for refining into renewable fuels. Our Metals Segment represents our recycling of electrification products. Our Mining Segment includes our gold and silver mining assets and related real estate. Our Strategic Investments Segment includes our investments in GenMat, Green Li-ion and SSOF and our Corporate Segment includes all other assets and general corporate costs. Mining revenue is from leasing mineral claims and other real estate.

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Three Months Ended 
 
March 31, 2024
Fuels MetalsMiningStrategic InvestmentsCorporate / OtherTotal
Revenue $ $ $421,151