Comstock Receives $20 Million and Closes Sale of Legacy Mining Assets to Mackay Precious Metals Inc.

Rhea-AI Summary

Comstock (NYSE: LODE) closed the previously announced sale of its legacy mining, processing and related real estate entities to Mackay Precious Metals, a subsidiary of Mackay Gold & Silver Corp., in a transaction valued at more than $45 million.

Comstock has received $20 million in cash plus 2 million Mackay Gold & Silver common shares, currently valued at about $4.5 million, and expects to record a $10–$12 million gain with no associated cash taxes. The deal transfers four mining subsidiaries, including all mining claims, town lots, processing facilities, permits and water rights, while Mackay assumes all reclamation and other liabilities and related surety deposits.

Comstock retains a 1.5% NSR royalty on production from the sold properties and a secured $7 million second-tranche payment due within 18 months, plus a potential $10 million contingent payment tied to mine construction or a ≥$500 million change of control. The divestiture is expected to cut operating costs by about $1.5 million annually.

Positive

• $20 million cash received at closing, strengthening liquidity
• 2 million Mackay Gold & Silver shares valued at about $4.5 million
• Expected $10–$12 million gain on sale with no cash taxes
• Buyer assumed all reclamation obligations and associated liabilities
• Secured second-tranche payment of $7 million due within 18 months
• Retained 1.5% NSR royalty plus potential $10 million contingent payment
• Estimated $1.5 million in annual operational cost savings

Negative

• All four core mining subsidiaries and related real estate divested
• Second-tranche $7 million payment is delayed up to 18 months
• Contingent $10 million payment depends on future mine or ≥$500 million transaction
• NSR royalty can be bought out for $3.5 million, capping long-term royalty upside

News Explained

Comstock retains a 1.5% net-smelter-return royalty, which Mackay can buy out for $3.5 million at any time; if the $10 million contingent payment does not occur, the buyout value becomes $7 million after seven years.

Market Context

Insiders bought 659342 shares and sold 0 during the analyzed period. That record adds ownership cont...

Analysis

Insiders bought 659342 shares and sold 0 during the analyzed period. That record adds ownership context to the asset sale; the active S-3 is a resale registration with no proceeds to Comstock. Execution of payments and savings remains relevant.

Key Figures

Aggregate transaction value: more than $45 million Cash received: $20 million Mackay shares received: 2 million common shares +5 more

8 metrics

Aggregate transaction value more than $45 million Sale of legacy mining assets

Cash received $20 million At transaction closing

Mackay shares received 2 million common shares Consideration at closing

Expected gain $10 million to $12 million Gain on sale

Second-tranche payment $7 million Due within 18 months

NSR royalty 1.5% Royalty on sales from sold properties

Contingent payment $10 million Payable upon specified mine development or change-of-control conditions

Annual operational savings $1.5 million Expected savings from divestiture

Historical Context

5 past events · Latest: Aug 11 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 11	Solar recycling launch	Positive	+9.5%	Industry-scale solar recycling system became fully integrated and operational.
Jul 23	Q2 business results	Negative	-22.7%	Results included a non-cash impairment during strategic realignment.
Jul 21	Recycling partnership	Positive	+2.3%	Illuminate USA signed a multi-year solar-material recycling services agreement.
Jul 16	Earnings call scheduling	Neutral	-0.5%	Company scheduled its second-quarter results webinar and business update.
Jul 07	Investor fireside chat	Positive	+5.9%	CEO was scheduled to discuss financial position and operating milestones.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Positive operational or partnership updates were followed by positive reactions, while the Q2 results update diverged with a -22.68% reaction.

Key Terms

nsr royalty, surety bond, change-of-control

3 terms

nsr royalty financial

"Comstock retains a 1.5% NSR royalty from sales of silver, gold"

A net smelter return (NSR) royalty is a payment to a rights holder equal to a fixed percentage of the money a mine actually receives from selling refined metal, after the costs of turning ore into a saleable product are taken out. Think of it like a toll collected on each shipment after it’s been cleaned and sold. For investors, NSR royalties matter because they create a steady revenue stream with lower operational risk for the royalty holder, while reducing the owner-operator’s share of project cash flow and affecting project valuation.

surety bond regulatory

"all associated reclamation and surety bond deposits and collateral"

A surety bond is a three-party guarantee where a third party promises to step in if a company fails to meet a contractual or legal obligation, such as completing a project or paying taxes. For investors, it acts like an insurance-backed promise that reduces the risk of loss from contractor default, regulatory noncompliance, or other failures, and can signal a company’s ability to obtain external assurances for its obligations.

change-of-control financial

"otherwise participates in a change-of-control transaction"

A change-of-control is when ownership or effective control of a company shifts—for example through a sale, merger, acquisition, or transfer of voting power. It matters to investors because such a change can activate contract provisions (like early loan repayment, accelerated stock vesting, or severance pay), replace management and strategy, and quickly change the stock’s risk and value; think of it as a new captain taking the helm and steering the ship in a different direction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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VIRGINIA CITY, Nev., Aug. 24, 2026 (GLOBE NEWSWIRE) -- Comstock Inc. (NYSE: LODE) (“Comstock,” “our” and the “Company”) today announced it has closed the previously announced transaction under which Mackay Precious Metals Inc. (“Mackay”), a wholly owned subsidiary of Mackay Gold & Silver Corp. (TSXV: MACK, OTCQB: MKGSF), acquired 100% of Comstock's mineral, mining, processing and mining-district-related real estate entities, with the aggregate transaction valued at more than $45 million. Comstock has now received $20 million in cash and 2 million common shares (TSX-V: MACK.V) of Mackay Gold & Silver Corp. currently valued at approximately $4.5 million and we expect to record a gain in a range of approximately $10 million to $12 million. The gain on the sale is not expected to result in any cash taxes.

The transaction included the sale of all four of the Company’s mining subsidiaries – Comstock Mining LLC, Comstock Processing LLC, Comstock Exploration and Development LLC, and Comstock Real Estate Inc. – including all mining claims (patented and unpatented), town lots, processing facilities, operating permits and water rights. Mackay also assumed all of the reclamation obligations and other liabilities associated with the sold entities, along with all associated reclamation and surety bond deposits and collateral.

“This transaction completes another critical objective in our transformation from a hard rock junior mining company into a growing, global, renewable metals and materials company. The transaction enhances balance sheet liquidity, reduces company-wide operating costs and realizes accretive value for our shareholders. This continues our strategy of allocating resources to fund our solar recycling production and growth in a manner that seeks to avoid shareholder dilution,” stated Corrado De Gasperis, Comstock’s CEO. “Closing this transaction simplifies our business, focuses our capacity, and reduces costs while retaining upside through both equity in Mackay Gold & Silver Corp. and future gold and silver NSR royalties.”

A secured, second-tranche payment of $7 million is due within 18 months.

Per the sales agreement, Comstock retains a 1.5% NSR royalty from sales of silver, gold, and all other valuable minerals and products extracted from the sold properties, subject to the terms of the Royalty Agreement which was executed at closing. Mackay has the option to buy out the royalty at any time for $3.5 million in cash. Comstock will further share in the success of Mackay’s exploration and development activities through a contingent payment of $10 million if, within seven years following closing, (i) Mackay makes a decision to proceed with the construction of a mine on any of the properties, or (ii) Mackay is sold, merged, or otherwise participates in a change-of-control transaction with aggregate consideration of at least $500 million. If the contingent payment does not occur, the value of the NSR buy out doubles to $7 million after seven years.

The divestiture will reduce ongoing payroll, permitting, environmental compliance, and related costs for maintaining these mining assets, resulting in an estimated $1.5 million in annual operational savings.

About Comstock Inc.

Comstock Inc. (NYSE: LODE) innovates and commercializes technologies, systems and supply chains that enable, support and sustain clean energy systems by efficiently, effectively, and expediently extracting and converting under-utilized natural resources into reusable metals, like silver, aluminum, gold, and other critical minerals, primarily from end-of-life photovoltaics and renewable fuels and other forms of energy.

To learn more, please visit www.comstock.inc.

Comstock Social Media Policy

Comstock Inc. has used, and intends to continue using, its investor relations link and main website at www.comstock.inc in addition to its X.com, LinkedIn and YouTube accounts, as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Contacts

For investor inquiries:
Judd B. Merrill, Chief Financial Officer
Tel (775) 413-6222
ir@comstockinc.com

For media inquiries:
Zach Spencer, Director of External Relations
Tel (775) 847-7573
media@comstockinc.com

Forward-Looking Statements 

This press release and any related calls or discussions may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “forecast,” “seek,” “target,” “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 financial, natural, and social gains; future prices and sales of, and demand for, our products and services; 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 and business combinations; litigation, administrative or arbitration proceedings; environmental compliance and changes in the regulatory environment; offerings of equity or debt securities; and future working capital needs, revenues, variable costs, throughput rates, operating expenses, debt levels, cash flows, margins, taxes and earnings. These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical and current trends, current conditions, possible future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations or warranties and are subject to risks and uncertainties, many of which are unforeseeable and beyond our control and could cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements. Some of those risks and uncertainties include the risk factors set forth in our filings with the SEC. Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows, or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Except as may be required by securities or other law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Neither this press release nor any related calls or discussions constitutes an offer to sell, the solicitation of an offer to buy or a recommendation with respect to any securities of the Company or any other issuer.

FAQ

What did Comstock (NYSE: LODE) sell to Mackay Precious Metals in August 2026?

Comstock sold 100% of its mineral, mining, processing and related real estate entities to Mackay Precious Metals. According to Comstock, the deal includes four mining subsidiaries, all mining claims, town lots, processing facilities, permits, water rights and associated reclamation liabilities.

How much cash did Comstock (LODE) receive from the Mackay mining asset sale?

Comstock received $20 million in cash at closing from the sale. According to Comstock, it also obtained 2 million Mackay Gold & Silver shares valued around $4.5 million, with a total transaction value exceeding $45 million including other consideration.

What gain will Comstock (LODE) record from the sale of its legacy mining assets?

Comstock expects to record a gain of approximately $10 million to $12 million from the transaction. According to Comstock, this gain is not expected to result in any cash taxes, potentially improving reported earnings without an associated tax cash outlay.

What royalty interest does Comstock retain after selling its mining assets to Mackay?

Comstock retains a 1.5% net smelter return (NSR) royalty on silver, gold and other minerals from the sold properties. According to Comstock, Mackay can buy out this royalty for $3.5 million, increasing to $7 million if a specified contingent payment does not occur within seven years.

Are there additional future payments to Comstock (LODE) from the Mackay transaction?

Yes. Comstock is due a secured $7 million second-tranche payment within 18 months. According to Comstock, it may also receive a $10 million contingent payment if Mackay advances to mine construction or completes a ≥$500 million change-of-control transaction within seven years.

How will the Mackay asset sale affect Comstock’s operating costs and strategy?

The divestiture is expected to reduce payroll, permitting and environmental costs by about $1.5 million annually. According to Comstock, the move supports its shift from hard rock mining toward renewable metals and materials, funding solar recycling growth while seeking to avoid shareholder dilution.

What is the overall value of Comstock’s sale of mining assets to Mackay Precious Metals?

The aggregate transaction value is described as more than $45 million, combining cash, shares and other consideration. According to Comstock, this includes $20 million cash, approximately $4.5 million in Mackay shares, a $7 million second tranche, royalties and potential contingent payments.