Comstock Inc.: Form 10-Q for the period ended Jun 30, 2025

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our condensed consolidated financial condition and results of operations. This discussion should be read in conjunction with the Condensed Consolidated Financial Statements, footnotes and the risk factors included herewith and herein.

OVERVIEW

Comstock innovates and commercializes technologies, systems and supply chains that extract, integrate and convert under-utilized natural and waste resources into clean energy products, including pioneering technologies that produce electrification metals and minerals from end-of-life solar panels, and investments, like Green Li-ion, that produces electrification products from recycled battery waste and Bioleum, that produces renewable fuels from waste, purpose grown energy crops and other forms of woody biomass.

We plan on delivering extraordinary shareholder value by using systemic management practices, disciplined frontier scientific discovery, and applied engineering to innovate, develop, deploy and monetize clean energy technologies with integrated teams and partners in dedicated lines of business, especially in renewable metals. Our plans to generate revenue and throughput involve both using and licensing our technologies, including by creating financial and other incentives to enable and motivate our customers, licensees, and other stakeholders to use their capital, infrastructure, and resources, often integrated directly with us and our solutions, to accelerate and maximize adoption.

We also own and manage investments in related assets that support our businesses, including existing minority equity positions and partnerships in strategic technology developers, two Wisconsin renewable fuels demonstration facilities, and a Nevada solar panel recycling demonstration facility. We also own and manage direct investments in northern Nevada real estate comprised primarily of industrial and commercial land, water rights and about twelve square miles of gold and silver mining claims and surface parcels that we own, lease or have a royalty interest in, some of which contain measured and indicated, and inferred gold and silver resources.

Lines of Business

Metals Segment

Our Metals segment has established a goal of Setting the global standard for solar panel recycling. We have already operated a permitted, demonstration-scale solar panel recycling facility for over 18 months, while it generated $0.4 million in revenue during 2024, we have seen a nearly six-fold increase in our billable revenues (both recognized and deferred) in the first half of 2025, including service fees for decommissioning services, recycling and processing end-of-life solar panels, and offtake sales of high-value recycled materials, including aluminum, copper, glass, and concentrated precious metals. This facility can deliver environmentally superior, zero-landfilled recycling solutions that support U.S. mineral industries and we believe this technology deployment is globally leading and positioned to operate a world-class, quality, global solar panel recycling operation and the Metals system, as a whole, can establish the pace of global solar panel recycling network deployment.

Comstock Metals has initiated additional permitting for its first industry-scale production facility, located on the same campus as the operating demonstration-scale facility, that can scale the operation, up to 100,000 tons per year. This strategically located facility will enable the expeditious transition of proven processes from demonstration to full-scale production. The industry-scale facility is expected to significantly enhance our ability to meet the rapid and continuously growing demand for domestically recovered metals.

Our plan supports the creation of a more robust domestic supply chain for critical materials by innovating and scaling sustainable recycling technologies. The Company plans to build up to seven facilities in the United States over the next five years and support American energy and resource independence while simultaneously delivering significant economic and environmental value.

Our Metals Segment's 2025 objectives include (1) finalizing the industry-scale engineering, (2) submitting all prerequisite permits, (3) closing on equity and/or debt financing for Comstock Metals to sufficiently fund the construction and commissioning of the Company’s first industry-scale facility, (4) ordering all of the industry-scale equipment for our first industry-scale facility, (5) securing larger and longer terms supply contracts and (6) accelerating site selection for our second and third facilities.

Mining Segment

Our Mining Segment generated income from leases, licenses, and related fees during 2024, and is administered by our wholly owned subsidiaries, Comstock Mining LLC, Comstock Processing LLC and various other local subsidiaries that collectively own, control, or retain royalty interest in twelve square miles of properties of patented mining claims, unpatented mining claims and surface parcels in northern Nevada, including six and a half miles of continuous mineralized strike length (the “Comstock Mineral Estate”).

On December 18, 2024, the Company executed a membership interest purchase agreement with Mackay Precious Metals Inc. (“Mackay”) pursuant to which the Company sold all of its right, title, and interest in its wholly owned subsidiary Comstock Northern Exploration LLC, and the Company's 25% interest in Pelen Limited Liability Company (“Pelen”), for an aggregate purchase price of $2,750,000. The Northern Targets encompass both the Gold Hill and Occidental Lode claim groups in Storey County, Nevada. Pelen owns certain claims adjacent to and/or relevant to these northern claim groups. The Company was paid $1.0 million in cash in 2024 and was due another $1.75 million in either cash or their publicly registered common stock that is due and payable. On June 6, 2025, the parties executed an amendment (the “First Amendment”), to the membership interest purchase agreement. Pursuant to the First Amendment, the membership interest purchase agreement was amended to increase the purchase price to $2,950,000 bringing all final cash amounts due to a total of $1,950,000. As of June 30, 2025, the Company received cash payments of $572,945 and recognized $1,377,055 in accounts receivable on our condensed consolidated balance sheet. As of August 13, 2025, the Company received additional cash payments of $949,995 with the final $500,000 cash payment due on or before August 30, 2025. For the three and six-months ended June 30, 2025, pursuant to the First Amendment, the Company recognized an additional gain on the sale of mineral rights of $200,000 in our condensed consolidated statement of operations.

On June 30, 2023, the Company has previously entered a Mineral Exploration and Mining Lease Agreement (“Mackay Mining Lease”) with Mackay. Since entering the Mackay Mining Lease, the Company has received cash of $3.76 million in initial and ongoing lease payments, including the final pro-rata lease payment associated with these properties. The Mackay Mining Lease terminated on December 18, 2024.

Our Mining Segment's 2025 objectives include (1) monetizing over $2.0 million from the sale of the northern mining claims, (2) advancing the preliminary economic assessment for the Dayton Consolidated Project and (3) the development of preliminary Dayton mine and reclamation plans, progressing toward full economic feasibility for Dayton.

Bioleum

We hold an investment in Bioleum, through our Preferred Series 1 equity position (see Note 2 to the condensed consolidated financial statements). Bioleum delivers advanced lignocellulosic biomass refining solutions that are setting new industry standards for the production of cellulosic ethanol, gasoline, renewable diesel, sustainable aviation fuel (“SAF”), and other renewable Bioleum™ fuels, with extremely low carbon intensity scores of 15 and market-leading yields of up to 140 gallons per dry metric ton of feedstock (on a gasoline gallon equivalent basis, or “GGE”), depending on feedstock, site conditions, and other process parameters. Bioleum additionally holds the exclusive rights to intellectual properties developed by Hexas, subject to certain preexisting agreements, for production of purpose grown energy crops in liquid fuels applications with proven yields exceeding 25 to 30 dry metric tons per acre per year. The combination of Bioleum's high yielding refining platform and Hexas’ high yielding energy crops enables the production of enough feedstock to produce upwards of 100 barrels (at 42 gallons per barrel) of fuel per acre per year, with regenerative practices that can effectively transform marginal agricultural lands into perpetual “drop-in sedimentary oilfields” with the potential to dramatically boost regional energy security and rural economies. Bioleum plans to contribute to domestic energy dominance by directly building, owning, and operating a network of Bioleum refineries in the U.S. to produce about 200 million barrels of renewable fuel per year by 2035, starting with its planned first 400,000 barrel per year commercial demonstration facility in Oklahoma. Bioleum also licenses its advanced feedstock and refining solutions to third parties for additional production in global markets, including several recently announced projects. Bioleum does not currently generate revenue but is anticipated to do so from recently announced agreements for licensing and related engineering services in Australia, Vietnam, and Pakistan.

Bioleum operates two complementary and interdependent pilot facilities, including a feedstock conversion and biointermediate production pilot in Wausau, Wisconsin (“Wausau Facility”), and a biointermediate conversion and renewable fuel production pilot in Madison, Wisconsin (“Madison Facility”). Bioleum continues innovating its existing commercial process for the purpose of increasing its market-leading yields, further decreasing carbon intensities, and driving costs down in pursuit of fossil parity. Bioleum’s innovations group has also partnered with National Renewable Energy Laboratory (“NREL”), the Massachusetts Institute of Technology (“MIT”), RenFuel K2B AB (“RenFuel”), Emerging Fuels Technologies Inc. (“EFT”), and others with sponsored research, licensing, and other agreements. Bioleum also partners with Hexas and other strategic operating partners for the same objectives.

Effective February 28, 2025, we effectively entered into a series of definitive agreements with subsidiaries of Marathon Petroleum Corporation (“Marathon”), involving the purchase of $14,000,000 in Bioleum equity as part of the Series A Financing, subject to a $700,000,000 valuation cap (“Investment”). The purchase price includes $1,000,000 in cash and $13,000,000 in payment-in-kind assets comprised of equipment, related intellectual properties, and other materials located at Marathon’s former renewable fuel demonstration facility in Madison, Wisconsin (“Payment-In-Kind Assets”).

In May 2025, Bioleum also completed the initial $20 million closing of its Series A preferred equity offering (“Series A Financing”). Bioleum also plans to complete its Series A financing during 2025 and commence project equity and debt financings that includes an allocation of $152 million from the State of Oklahoma in project activity bonds for the construction of its planned first 400,000 barrel per year facility in Oklahoma.

Strategic Investments Segment

We own and manage several investments and projects that are strategic to our plans and ability to produce and maximize throughput in our Metals and Mining Segments, that are held for the purpose of complementing or enhancing our mission of accelerating the commercialization of hard technologies for the energy transition and creating value but that are not a component of such other segments or otherwise have distinct operating activities. Our Strategic Investments Segment includes minority equity and equity-linked investments in Green Li-ion Pte Limited (lithium-ion battery component recycler and remanufacturing), RenFuel (advanced biofuel development and production), Hexas (propagation and production of purpose grown energy crops), and Sierra Springs Opportunity Fund (northern Nevada real estate) and other equity investments. In November 2024, we completed a transaction for the disposition of our minority equity investment in GenMat while retaining the rights for using the technologies.

Investment in Green Li-ion– Our wholly owned LINICO subsidiary owns 35,662 Green Li-ion preferred shares representing 13.34% of Green Li-ion. The Company intends to sell its remaining shares by the end of 2026.

Investment in SSOF – For the six-months ended June 30, 2025, the Company invested an additional $650,000 in SSOF for 361,111 additional common shares at $1.80 per share. At June 30, 2025 and December 31, 2024, the Company owns 11,236,111 and 10,875,000, respectively, of SSOF shares and our ownership is at 17.40% and 17.27%, respectively. At June 30, 2025 and December 31, 2024, no adjustments were made to our investments carrying value as a result of the SSOF equity issuances since the price per share sold was consistent with the Company’s carrying value for this investment. At June 30, 2025, the Company’s maximum exposure to loss as a result of its involvement with SSOF is limited to its investment of $20,225,000.

SSOF is a qualified opportunity zone fund, that owns 100% of SSE, a qualified opportunity zone business. SSE and its subsidiaries own or controls approximately 2,500 acres of land, a manufacturing facility, significant senior, junior and effluent water rights, sewer rights and also owns and operates the Silver Springs Regional Airport LLC. The substantial majority of these properties are contiguous and strategically located within immediate proximity of Highway 50, State Route 492, the Northern Nevada Industrial Center and the Tahoe Reno Industrial Center where high tech companies like Tesla, Switch, Google, Microsoft, Tract and Redwood Materials, and over one hundred other companies are currently located, expanding or locating in this industrializing region.

Investment in Hexas – On January 14, 2025, we executed an agreement with Hexas, under which Hexas agreed to grant the Company an exclusive worldwide license to Hexas’ intellectual properties in liquid fuels applications, subject to certain pre-existing agreements and relationships, and to provide certain development services in connection with Bioleum's site development and innovation activities. Through June 30, 2025, the Company invested $765,334 in Hexas in the form of simple agreements for future equity (“Hexas SAFE Investment”).

Investment in Research and Development Company

On March 1, 2024, the Company entered into Securities Purchase Agreement (the “Developer Securities Purchase Agreement”) with an unaffiliated research and development company (“Developer”) and recognized an initial investment of $1,290,614. 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. At June 30, 2025, the future remaining payments, net implied interest, totaled $1,193,140. During the six-months ended June 30, 2025 and 2024, the Company paid $0 and $180,000, respectively, to the Developer in accordance with the funding commitments under the Developer Securities Purchase Agreement.

Other

Investments in Properties – The Company directly owns three types of properties in Silver Springs, NV, including 98 acres of industrial land, 160 acres of commercial land, both centrally located in Silver Springs, just south of the Silver Springs Regional Airport and a portfolio of water rights. The Company has begun marketing these assets for sale as both industrial and commercial development as interest in Silver Springs, NV has increased.

COMPARATIVE FINANCIAL INFORMATION

Below we set forth a summary of comparative financial information for the three-months ended June 30, 2025 and 2024:

35

RESULTS OF OPERATIONS

Three-Months Ended June 30, 2025 Compared to Three-Months Ended June 30, 2024

Revenues for the three-months ended June 30, 2025 decreased by $95,278 to $339,546 from $434,824 for the comparable 2024 period, primarily attributed to the following:

• Lower revenues from our Mining Segment of $390,175 were attributed to the termination of the Mackay Mining Lease in the fourth quarter of 2024, partially offset by
• Higher revenues from our Metals Segment of $295,397 for our Comstock Metals operations in 2025, primarily for decommissioning services and to a lesser extent, sales of aluminum, glass and mineral-rich tailings, including silver.

Cost of goods sold for the three-months ended June 30, 2025 increased $814,001 primarily due to the commencement of our first commercial demonstration facility operating at far less than full capacity due to the installation of additional air quality control system, all for metal recycling operations.

Revenue and costs of sales in future periods will vary significantly depending on a number of factors, including the amount of solar panels that we recycle and the amount of renewable energy technology solutions that we license and sell, lease revenues on our real properties, the market prices for those services, the extent to which we secure and collect reasonable royalties, the degree to which we can provide event-driven engineering services, and the costs associated with each component of the aforementioned revenues.

Selling, general and administrative expense for the three-months ended June 30, 2025 increased by $1,842,268 to $4,635,090 from $2,792,822 in the comparable 2024 period, primarily as a result of higher employee-related costs of $912,247, primarily due to an adjustment to lower the 2023 accrued incentive compensation of $507,169 in 2024 and a higher number of employees in 2025 as compared to the 2024 period, higher rent expense of $442,127, higher consulting expense of $209,726, higher legal expense of $141,455 and higher marketing expense of $81,063.

Research and development expenses for the three-months ended June 30, 2025 decreased by $427,822 to $2,120,645 from $2,548,467 in the comparable 2024 period, primarily related to lower rent expense of $1,305,199 attributed to the AST research and development rent of $1,208,180 paid in April 2024 (see Note 8 to the condensed consolidated financial statements); partially offset by higher research and development costs for renewable fuel associated projects, substantially all with external laboratories of $561,813 and higher employee-related costs of $252,382.

Depreciation and amortization for the three-months ended June 30, 2025 decreased by $20,025 to $636,692 from $656,717 in the comparable 2024 period, primarily related to higher amortization of intangible assets in the three-month period ended June 30, 2024 that were impaired later in 2024.

In 2025, we recognized a gain on the sale of mineral rights of $200,000 related to the Mackay First Amendment (see Note 5 to the condensed consolidated financial statements).

Interest expense for the three-months ended June 30, 2025 decreased by $8,378 to $774,062 from $782,440 in the comparable 2024 period, primarily due to lower interest and lower amortization of the original issue discount (“OID”) on the 2025 Kips Bay Note in 2025 compared to the 2023 Kips Bay Notes in 2024.

Interest income for the three-months ended June 30, 2025 increased by $89,619 to $154,700 from $65,081 in the comparable 2024 period, primarily due to higher accrued interest income related to the RenFuel note receivable.

Change in the fair value of our derivative instruments for the three-months ended June 30, 2025 increased by $2,945,672 to a gain of $2,868,176 from a loss of $77,496 in the comparable 2024 period, resulting from an increase in the Company's share price in connection with potential make whole obligations for minimum value commitments on the Company’s common stock and the change in fair value of conversion option derivatives.

Loss of $2,133,951 on the conversion of debt to equity for the three-months ended June 30, 2025 is attributed to the 2025 Kips Bay Note debt conversions. Loss of $1,278,544 on the conversion of debt to equity for the three months ended June 30, 2024 is attributed to the 2023 Kips Bay Note debt conversions.

Loss on debt extinguishment of $521,622 resulted from the debt modifications in 2024 for the Amended GHF 2021 Note and Amended Alvin Fund 2023 Note. No amendments were made to the GHF 2021 Note or Alvin Fund Notes in the first half of 2025.

Other income (expense), net for the three-months ended June 30, 2025 were $274,924, primarily consisting of an unrealized loss on fair value change on the AST receivables of $266,483.

Other income (expense), net for the three-months ended June 30, 2024 were $494,069, primarily consisting of losses from our equity method investments of $649,281 primarily from GenMat losses of $606,935, which was sold in the fourth quarter of 2024; partially offset by other income recognized on SSOF deposits of $400,000.

COMPARATIVE FINANCIAL INFORMATION

Below we set forth a summary of comparative financial information for the six-months ended June 30, 2025 and 2024:

RESULTS OF OPERATIONS

Six-Months Ended June 30, 2025 Compared to Six-Months Ended June 30, 2024

Revenues for the six-months ended June 30, 2025 increased by $264,586 to $1,125,361 from $860,775 for the comparable 2024 period, primarily attributed to the following:

• Higher revenues from our Metals Segment of $1,044,162 for our Comstock Metals operations in 2025, primarily for decommissioning services and to a lesser extent, sales of aluminum, glass and mineral-rich tailings, including silver; partially offset by
• Lower revenues from our Mining Segment of $781,251 were attributed to the termination of the Mackay Mining Lease in the fourth quarter of 2024.

Cost of goods sold for the six-months ended June 30, 2025 increased $1,700,797 primarily due to the commencement of our first commercial demonstration facility operating at far less than full capacity due to the installation of additional air quality control system, all for metal recycling operations.

Revenue and costs of sales in future periods will vary significantly depending on a number of factors, including the amount of solar panels that we recycle and the amount of renewable energy technology solutions that we license and sell, lease revenues on our real properties, the market prices for those services, the extent to which we secure and collect reasonable royalties, the degree to which we can provide event-driven engineering services, and the costs associated with each component of the aforementioned revenues.

Selling, general and administrative expense for the six-months ended June 30, 2025 increased by $1,573,209 to $7,893,555 from $6,320,346 in the comparable 2024 period, primarily as a result of higher rent expense of $792,442, higher consulting expense of $374,994, higher legal fees of $253,311 and higher marketing expense of $208,378.

Research and development expenses for the six-months ended June 30, 2025 increased by $1,984,083 to $5,424,563 from $3,440,480 in the comparable 2024 period, primarily related to higher research and development costs for renewable fuel associated projects, substantially all with external laboratories of $1,144,384, higher employee-related costs of $469,583, higher consulting expense of $177,635 and higher rent expense of $151,438 attributed to the AST research and development rent of $1,487,476 paid in March 2025 as compared to $1,208,180 paid in April 2024 (see Note 8 to the condensed consolidated financial statements).

Depreciation and amortization for the six-months ended June 30, 2025 decreased by $300,619 to $1,012,076 from $1,312,695 in the comparable 2024 period, primarily related to higher amortization of intangible assets in the six-month period ended June 30, 2024 that were impaired later in 2024.

In 2025, we recognized a gain on the sale of mineral rights of $200,000 related to the Mackay First Amendment (see Note 5 to the condensed consolidated financial statements).

Interest expense for the six-months ended June 30, 2025 decreased by $167,896 to $1,433,206 from $1,601,102 in the comparable 2024 period, primarily due to lower interest and lower amortization of the OID on the 2025 Kips Bay Note in 2025 compared to the 2023 Kips Bay Notes in 2024.

Interest income for the six-months ended June 30, 2025 increased by $111,236 to $250,809 from $139,573 in the comparable 2024 period, primarily due to higher accrued interest income related to the RenFuel note receivable.

Change in the fair value of our derivative instruments for the six-months ended June 30, 2025 increased by $2,510,987 to a gain of $1,677,373 from a loss of $833,614 in the comparable 2024 period, resulting from an increase in the Company's share price in connection with potential make whole obligations for minimum value commitments on the Company’s common stock and the change in fair value of conversion option derivatives.

Loss of $3,330,831 on the conversion of debt to equity for the six-months ended June 30, 2025 is attributed to the 2025 Kips Bay Note debt conversions. Loss of $1,472,067 on the conversion of debt to equity for the six months ended June 30, 2024 is attributed to the 2023 Kips Bay Note debt conversions.

Gain on extinguishment of liability of $845,000 was attributed to the restructuring of the LINICO acquisition-related payable (see Note 12 to the condensed consolidated financial statements).

Loss on debt extinguishment of $521,622 resulted from the debt modifications in 2024 for the Amended GHF 2021 Note and Amended Alvin Fund 2023 Note. No amendments were made to the GHF 2021 Note or Alvin Fund Notes in the first half of 2025.

Other income (expense), net for the six-months ended June 30, 2025 were $224,389, primarily consisting of an unrealized loss on fair value change on the AST receivables of $266,483.

Other income (expense), net for the six-months ended June 30, 2024 were $1,069,014, primarily consisting of losses from our equity method investments of $1,225,185 primarily from GenMat losses of $1,173,139, which was sold in the fourth quarter of 2024; partially offset by other income recognized on SSOF deposits of $400,000.

OUTLOOK

Our goal is to Accelerate the Commercialization of Breakthrough Technologies. Comstock innovates and commercializes technologies, systems and supply chains that extract, integrate and convert under-utilized waste and natural resources into clean energy products, including pioneering technologies that produce electrification metals from end-of-life electronics, and investments, like Green Li-Ion, that produces electrification products from recycled electrification waste and Bioleum, that produces renewable fuels from waste, purpose grown energy crops and other forms of woody biomass.

We are pushing the boundaries of what is possible in technology and sustainability by leveraging our teams’ unique skills, our investments and the related diverse technology portfolios and our frontier research and development networks toward achieving breakthrough innovations that deliver meaningful positive impact across industries, economies and communities. The primary focus for 2025 is the commercialization of Comstock Metals and the continuous innovation, development and engineering of technologies and solutions, by us and by our partners, that support the efficient conversion of these resources into clean, profitable energy products.

Corporate

The growth opportunities for both Comstock Metals and Bioleum have developed well beyond our original plans, and we have attracted some of the most sophisticated partners for investment, feedstock, technology, operations, and offtake, with many now evaluating or having already direct investments and that are exploring deeper integrations and strategic transactions.

During the first quarter, the Company’s authorized share capacity was properly repositioned for more effectively and substantively capitalizing on these opportunities, while in the meantime, both Bioleum and Green Li-ion have successfully completed their own independent direct fundings using their own equity on terms that are non-dilutive to common stock of the Company. These self-funding activities with keenly strategic capital partners, enabling the Company to solidify its own capital base, unlock the value in each of its businesses and investments, and extend the functionality of its system for tremendous growth potential.

On February 24, 2025, the Company increased its authorized capital capacity by implementing a 1:10 reverse stock split, without a corresponding decrease in the existing 245,000,000 authorized shares, effectively increasing the Company's authorized capital resources with sufficient available authorized shares of common stock that positions the right capital sources, liquidity, and profile that we believe has already begun attracting more of the right amounts and types of capital resources needed to grow the Company's value.

The Company’s Corporate objectives for the rest of 2025 include:

• Monetize our legacy real estate and non-strategic investments for over $50 million;
• Support the next phases of Metals growth; and
• Finalize, communicate and implement plans to unlock maximum value from the separation of Bioleum.

This ultimately results in two high-growth companies: a renewable metals and mining company headquartered in Nevada, and a renewable fuels company headquartered in Oklahoma and with major operations already functioning in Wisconsin.

Comstock Metals

Comstock Metals has now been operating its first commercial demonstration facility for nearly 18 months and in November of 2024, submitted permits for the first industry-scale photovoltaic recycling facility. The industry-scale facilities are anticipated to ultimately operate at least 100,000 tons of annual capacity. Site selection activities are ongoing for the next two industry-scale facilities and associated storage sites. The Company plans to ultimately build up to 7 industry-scale U.S. based recycling facilities.

The Company's Metals objectives for the rest of 2025 include:

• Maximize three-shift production and revenue from the demonstration scale production facility;
• Secure sufficient funding for scale-up of the first Nevada site to industry-scale;
• Expand local county storage capacity adjacent to our first industry-scale facility;
• Complete permitting for our first industry-scale facility in Silver Springs, NV;
• Procure, deploy, and assemble plant and equipment for our first industry-scale facility in Silver Springs, NV;
• Secure additional Master Service Agreements (MSA) with national and regional customers;
• Complete site selection and preliminary development for two additional solar panel recycling locations;
• Expand the system globally with international strategic and capital partners.
• Advance R&D efforts to recover more and higher-purity materials from recycled streams for offtake; and
• Closing on equity and/or debt financing that accelerates the deployment of the first three industry facilities.

The capital expenditures for the first 100,000 tons of annual capacity for the first industry scale facility are expected to be approximately $12.0 million which includes expanded storage. In 2025, approximately $10.0 million of capital expenditures are expected to be made with additional up to $2.0 million, spent in the first half of 2026. Billable revenues are expected to be eight times greater in 2025, as compared to 2024, or over $3.5 million, with proportionate future increases in 2026, as we scale up our first industry-scale facility.

Comstock Mining

Comstock Mining has amassed the single largest known repository of historical and current geological data within the Comstock mineral district, including extensive geophysical surveys, geological mapping, and drilling data, including the Dayton resource.

The Company's Mining objectives for the rest of 2025 include:

• Receive cash proceeds of over $2.0 million from prior mineral leases and asset sales from the northern claims;
• Commercialize agreements that either monetize or enable resource expansion of the central claims; and
• Complete the preliminary mine plans that enable the economic development of the southern district claims.

The Company’s 2025 efforts will apply economic analysis to Comstock’s existing gold and silver resources progressing toward preliminary economic feasibility for the southern part of the district and the ultimate development of full mine and reclamation plans and the development of post productive land and community development plans.

Bioleum

Bioleum's biorefining technologies are commercially ready for deployment and offer growth-enabling performance. Bioleum is actively engaged in the planning and deployment of its first commercial demonstration facility and pursuing joint development and licensing agreements representing future revenue sources from technical and engineering services, royalties, and equity participation. These efforts include securing associated supply chain participants (including feedstock, site selection, engineering, construction and procurement, and offtake), performing preliminary and final engineering, and facilitating commissioning, construction, and operations, including with globally and locally recognized current and developing renewable fuels producers that, in certain cases, also represent a source of strategic capital for funding the projects.

Bioleum's objectives for the rest of 2025 include:

• Stand up a separate, stand-alone, well-capitalized, renewable fuels business through a directly financed separation of Bioleum entity that is solely focused on advancing our objective of delivering hundreds of millions of barrels by 2035 and a public offering;
• Close on subsidiary-level “Series A” equity financing in the separate Fuels entity;
• Plan and integrate a local, Hexas-based, fuel farm based into our first commercial biorefinery;
• Complete site selection for first commercial biorefinery project in Oklahoma, including feedstock and offtake;
• Secure sufficient project-level financing for first Oklahoma-based commercial biorefinery project;
• Execute additional revenue generating licenses and other commercial agreements;
• Expand integrated pilot production capabilities to up to two barrels per week of intermediates and fuels; and
• Advance our innovation and development efforts toward even higher yields, lower costs and lower capital.

Bioleum’s commercialization plans also include multiple joint development projects, with each joint development project, such as Bioleum's SACL and other licensees, with the potential for generating hundreds of millions of dollars per year in technical services, engineering, and licensing revenues. Comstock Fuels also offers integrations of its solutions into existing agriculture, forestry, pulp and paper, ethanol, and petroleum infrastructure to generate additional technical services, engineering and royalty revenues. The plans also include integrating Bioleum’s high yield Bioleum refining platform with Hexas’ high yield energy crops to provide enough feedstock to produce upwards of 100 barrels of fuel per acre per year, effectively transforming agricultural lands into perpetual “drop-in sedimentary oilfields” with the potential to dramatically boost domestic and global energy independence.

Strategic Investments

Investment in Green Li-ion

Green Li-ion continues making meaningful progress in the development and deployment of its system that remanufactures critical precursor cathode active materials (“PCAM”), having now deployed its first commercial battery remanufacturing facility from fully recycled battery materials deployed. The Company intends to sell the remaining 35,662 Green Li-ion preferred shares in 2026.

Investments in others non-mining real estate, water rights and securities

The Company has announced plans for selling its non-mining real estate and water rights anticipated in the latter part of 2026.

LIQUIDITY AND CAPITAL RESOURCES

Our financial position and liquidity are based on our net sources of capital from financing as generally compared to our net uses of capital from investing activities and ultimately, our ability to provide or use cash flows from or in our operations. Our cash balances at June 30, 2025 and December 31, 2024 were $18,587,742 and $954,271, respectively, with $17,758,282 representing Bioleum's total cash balance at June 30, 2025. The Company had current assets of $22,992,943 and current liabilities of $15,360,843, representing working capital excess of $7,632,100 at June 30, 2025.

The current liabilities include $4,291,849 of accrued expenses, including $940,529 for the payable to a research and development company, $952,538 for further investment into Bioleum through the committed Flux payments, $1,168,282 for accrued payroll and related expenses and $431,250 for incentive compensation.

The Company intends to fund our operations over the next twelve months from revenues from our solar panel recycling business, issuance of equity under our existing shelf registration statement, issuances of debt, sales of non-strategic assets and other investments, and existing cash and cash equivalents. Based on these expected funding sources, management believes we will have sufficient funds to sustain our operations and meet our commitments under our investment agreements during the 12 months following the date of issuance of the condensed consolidated financial statements included herein. While we have been successful in the past in obtaining the necessary capital to support our operations, including registered equity financings from our existing shelf registration statement, non-registered equity placements, non-registered equity issued directly from certain investments, government grants, borrowings, and various other means, there is no assurance we will be able to obtain additional equity capital or other financing, if needed.

Our primary source of liquidity during the first six-months of 2025 was cash from financing activities. During the six-months ended June 30, 2025, we generated $31,231,350 in cash from our financing activities and we used $9,779,185 and $3,818,694, respectively, in cash in our operating and investing activities. Our primary source of liquidity during the first six-months of 2024 was cash from financing activities. During the six-months ended June 30, 2024, we generated $6,823,459 in cash from our financing activities and we used $5,830,794 and $4,663,938, respectively, in cash in our operating and investing activities.

The Company continues commercializing its metals recycling lines of business. Comstock Metals has filed permits and expects to build and commission its first industry scale facility during early 2026, with a capacity up to 100,000 tons of processed material per year, for up to $12 million, including expanding its existing storage capacity. The first industry scale facility will also be funded by additional equity and debt, including direct term loans or industrial bonds and/or other alternative qualified loan financings. Comstock Metals expects to have at least three industry scale facilities operating with up to 100,000 tons of annual capacity coming online over the next three years (2026 through 2028), with up to four additional industry-scale facilities and expansions and strategically located storage areas also being planned across the U.S. markets.

The Company has increasing access to a number of alternative capital resources, including a new $50 million shelf registration statement filed in March 2025, $20 million in proceeds to date from the Bioleum Preferred Series A offering, $152 million in allocated project activity bonds from the State of Oklahoma, various grant sources, including a recent $3.0 million grant from the State of Oklahoma, various planned asset sales in 2025 and 2026. The Company is also planning additional “Series A” direct equity investment into Bioleum during 2025, from various known strategic and other investors directly into Bioleum.

On August 8, 2025, the Company reached agreement amend its outstanding promissory notes with its creditors, Georges Trust and Alvin Fund LLC. Pursuant to the amendments, the Company issued 2,900,000 shares to such creditors, the proceeds of which will be used by such creditors to pay the $8,390,000 principal amount and interest owed to such creditors. Pursuant to the amendments, on or before April 15, 2026, the Company is required to pay such creditors an amount equal to the total amounts payable pursuant to the promissory notes minus the net cash proceeds received the creditors from the sale of the Company’s commons shares. Any cash proceeds or shares held after repayment of the promissory notes shall be returned to the Company. The Company is required to file a resale registration statement for the benefit of the creditors.

On August 12, 2025, the Company announced a Confidentially Marketed Public Offering (“CMPO”) with Titan Partners. The Company raised $30 million in gross proceeds before underwriting discounts and commissions and other offering expenses. The Company plans on using the net proceeds from this offering to make (i) a final capital contribution to Northern Comstock in an amount of $1,412,500, (ii) a $2,500,000 cash payment to Kips Bay on or before August 19, 2025, (iii) up to $12 million for capital expenditures for the Comstock Metals first industry scale facility, and other related operating and development expenses associated with commercializing that first industry scale facility and the rest for general corporate purposes.

On January 10, 2025, the Company entered into a securities purchase agreement (“2025 Kips Bay Agreement”) for an unsecured convertible promissory note (the “2025 Kips Bay Note”) with Kips Bay Select, L.P. (“Kips Bay”) with a principal amount of $10,638,298, of which $5,000,000 was funded in cash on January 13, 2025 and the remaining $5,000,000 funded on March 11, 2025 with an original issue discount of $638,298. The full principal is due on April 10, 2026. Interest is payable monthly at a rate of 6% per annum. As of August 12, 2025, the remaining principal balance on the 2025 Kips Bay Note was $2,200,000.

On August 12, 2025, the Company entered into a payoff letter agreement (the “Payoff Agreement”), with Kips Bay related to the Company’s obligations under the 2025 Kips Bay Note in the original aggregate principal amount of $10,638,298. Pursuant to the Payoff Agreement, Kips Bay agreed to accept the payment of $2,500,000 in cash from the proceeds and the issuance of 447,724 shares of Common Stock, previously reserved and approved for issuance upon conversion of the Note (the “Payoff Shares”), in full satisfaction of the Company’s obligations under the Note.

Risks to our liquidity could result from future operating expenditures above management’s expectations, including but not limited to pre-development, research and development, exploration, selling, general and administrative, and investment related expenditures in excess of sale proceeds from our non-strategic assets and other investments, amounts to be raised from direct equity from our subsidiaries or the issuance of equity under our existing shelf registration statement or amounts to be raised directly from the non-registered equity of our subsidiaries, declines in the market value of properties planned for sale, or declines in the share price of our common stock that would adversely affect our results of operations, financial condition and cash flows. If we were 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, we 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 we would be able to take any such actions on favorable terms, in a timely manner, or at all.

CRITICAL ACCOUNTING ESTIMATES

There have been no significant changes to the critical accounting estimates disclosed in Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Form 10-K.

Market Prices

Changes in the market price of commodities, including precious metals, critical metals and oil and gas may significantly affect our future profitability and cash flow. Metal and fuel prices fluctuate widely due to factors such as: demand, global production levels, supply chain constraints, investor sentiment, central bank reserves, global conflicts and the value of the U.S. dollar and other currencies.

Interest Rate Risk

The interest rates on our existing long-term debt borrowings are fixed, and as a result, interest due on borrowings are not impacted by changes in market-based interest rates.

There have been no material changes in the market risks discussed in Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

A. Disclosure

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, with the participation of our Principal Executive Officer and Principal Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 ("Exchange Act") was conducted. Our disclosure controls and procedures are designed to ensure information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Exchange Act rules, and such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on that evaluation, our chief executive officer concluded that our disclosure controls and procedures, including controls and procedures designed to ensure that information required to be disclosed by us is accumulated and communicated to our management, were effective as of June 30, 2025, in assuring them in a timely manner that material information required to be disclosed in this report has been properly recorded, processed, summarized and reported.

Changes in Internal Control Over Financial Reporting

During the quarter ended June 30, 2025, there was no change in our internal control over financial reporting that materially affected or is reasonably likely to materially affect our internal control over financial reporting.

No new risk factors have been identified in addition to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.