M&A - Comstock Inc.

Form Type: 8-K

Filing Date: 2025-06-09

Corporate Action: Acquisition

Type: Update

Accession Number: 000143774925019869

Filing Summary: On June 6, 2025, Comstock Inc. executed an amendment known as the First Amendment to a binding membership interest purchase agreement with Mackay Precious Metals Inc. In this transaction, Comstock sold its rights in Comstock Northern Exploration LLC and a 25% interest in Pelen Limited-Liability Company. The purchase price was increased to $2,950,000, with structured payments due between June 30, 2025, and August 30, 2025. Additionally, Mackay is obligated to remit 80% of available funds to Comstock until all owed amounts are paid. Mackay also agreed to acquire approximately 300 acres of the Ida Properties for no extra consideration. The First Amendment grants Mackay a 90-day exclusive negotiation period for acquiring entities associated with the Lucerne resource area. The details of the First Amendment are attached as Exhibit 10.1, with additional announcements included in Exhibit 99.1.

Form Type: 8-K

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925005571

Filing Summary: On February 28, 2025, Comstock Fuels Corporation, a subsidiary of Comstock Inc., entered agreements with subsidiaries of Marathon Petroleum Corporation involving the acquisition of $14 million in equity for Comstock Fuels' Series A preferred financing, with a valuation cap of $700 million. The funds are split into $1 million cash and $13 million in Payment-In-Kind assets, which include equipment and intellectual property from Marathon’s former renewable fuel facility. Several agreements were executed in conjunction with this transaction, including simple agreements for future equity and an asset transfer agreement. Furthermore, Comstock Fuels is set to lease Marathon's former facility in Madison at an approximate monthly rent of $44,000 and intends to use it to boost production capabilities. The agreements outline conditions for the investment and include provisions for coordination on intellectual property rights with partners.