Comstock (NYSE: LODE) locks in $20M mine-sale cash and future royalty upside

Rhea-AI Filing Summary

Comstock Inc. (NYSE: LODE) has closed the previously announced sale of its legacy mining-related subsidiaries and real estate to Mackay Precious Metals Inc., a subsidiary of Mackay Gold & Silver Corp., in a transaction valued at more than $45 million. Comstock has received $20 million in cash and 2 million Mackay Gold & Silver Corp. shares, currently valued at approximately $4.5 million, and expects to record a gain of about $10–$12 million with no associated cash taxes.

The sale transfers all four mining subsidiaries, related claims, facilities, permits and water rights, with Mackay assuming all reclamation obligations and other liabilities, including reclamation and surety bond collateral. Comstock retains a 1.5% NSR royalty on future production, which Mackay can buy out for $3.5 million, and a secured second-tranche payment of $7 million due within 18 months. Comstock may also receive a $10 million contingent payment if Mackay advances mine construction or undergoes a qualifying change-of-control transaction within seven years. The divestiture is expected to cut operating and compliance costs by about $1.5 million per year and aligns with Comstock’s strategy to focus on renewable metals and materials, including solar panel recycling.

Positive

• Comstock monetizes legacy mining assets with consideration exceeding $45 million, including $20 million cash and equity in the buyer, strengthening liquidity.
• The company expects a $10–$12 million gain on the sale with no cash taxes, directly improving reported earnings and cash preservation.
• A secured second tranche of $7 million and a potential $10 million contingent payment add upside beyond closing proceeds.
• The deal offloads reclamation liabilities and is projected to save about $1.5 million annually in ongoing operating and compliance costs.
• Comstock retains a 1.5% NSR royalty and equity in Mackay Gold & Silver Corp., preserving future exposure to any mining success on the sold properties.

Negative

• None.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate transaction value: more than $45 million Cash received at closing: $20 million Mackay shares received: 2 million shares (approximately $4.5 million) +5 more

8 metrics

Aggregate transaction value more than $45 million Value of sale of mining, processing and related real estate entities

Cash received at closing $20 million Initial cash consideration received from Mackay at closing

Mackay shares received 2 million shares (approximately $4.5 million) Common shares of Mackay Gold & Silver Corp. received as part of consideration

Expected gain on sale $10–$12 million Estimated gain from divestiture of mining subsidiaries

Second-tranche payment $7 million Secured payment due within 18 months after closing

NSR royalty rate 1.5% Net smelter return royalty on silver, gold and other minerals from sold properties

Annual operational savings $1.5 million per year Estimated reduction in payroll, permitting, environmental compliance and related costs

Contingent payment $10 million Payable if mine construction decision or ≥$500 million change-of-control occurs within seven years

Key Terms

NSR royalty, reclamation obligations, surety bond deposits, change-of-control transaction, +1 more

5 terms

NSR royalty financial

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

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.

reclamation obligations regulatory

"Mackay also assumed all of the reclamation obligations and other liabilities"

Reclamation obligations are a company’s legal and financial duties to restore land, waterways or facilities after industrial activity—such as mining, drilling or construction—so they meet environmental and safety standards. For investors this matters because these duties create future costs and potential liabilities that reduce cash available for dividends or growth, similar to a security deposit you must spend to return a rented property to its original condition.

surety bond deposits financial

"along with all associated reclamation and surety bond deposits and collateral"

change-of-control transaction financial

"or otherwise participates in a change-of-control transaction with aggregate consideration"

A change-of-control transaction is a deal—such as a merger, takeover, or large share sale—that results in a new party gaining majority ownership or decisive voting power over a company. Like swapping the captain and officers on a ship, it can alter management, strategic direction, contract terms, debt rules and shareholder rights, so investors watch these events closely because they often affect a company’s future cash flow, risk profile and the market value of its stock.

contingent payment financial

"Comstock will further share in the success of Mackay’s exploration and development through a contingent payment of $10 million"

FAQ

What transaction did Comstock Inc. (LODE) announce on August 24, 2026?

Comstock closed the sale of its mineral, mining, processing and related real estate entities to Mackay Precious Metals Inc. The aggregate transaction value is stated as more than $45 million, and Mackay assumed all reclamation and related liabilities associated with the sold entities.

How much cash did Comstock Inc. (LODE) receive from the Mackay transaction at closing?

Comstock received $20 million in cash at closing from Mackay Precious Metals Inc. In addition, it received 2 million Mackay Gold & Silver Corp. common shares, currently valued at approximately $4.5 million, plus other deferred and contingent consideration.

What gain does Comstock Inc. (LODE) expect to record from the asset sale?

Comstock expects to record a gain in the range of approximately $10 million to $12 million from the sale of its legacy mining assets. The company states that this gain is not expected to result in any cash taxes.

What ongoing interests does Comstock Inc. (LODE) retain in the sold mining properties?

Comstock retains a 1.5% NSR royalty on silver, gold and other minerals from the properties, with a buyout right for $3.5 million (rising to $7 million after seven years if a contingent payment is not made), plus potential $10 million contingent consideration tied to future project or corporate milestones.

How will the divestiture affect Comstock Inc.’s (LODE) cost structure?

The company estimates the divestiture will reduce ongoing payroll, permitting, environmental compliance and related costs for maintaining the mining assets, resulting in about $1.5 million in annual operational savings.

What additional payments could Comstock Inc. (LODE) receive from the Mackay deal?

Beyond closing consideration, Comstock is due a secured second-tranche payment of $7 million within 18 months and may receive a $10 million contingent payment if, within seven years, Mackay proceeds with mine construction on the properties or completes a qualifying change-of-control transaction of at least $500 million.

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Available on EDGAR 08/24/2026 - 06:30 AM Accepted by SEC EDGAR 08/24/2026 - 06:30 AM Learn about SEC filing dates

false 0001120970 0001120970 2026-08-24 2026-08-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 24, 2026

COMSTOCK INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada (State or Other Jurisdiction of  Incorporation) 001-35200 (Commission File Number) 65-0955118 (I.R.S. Employer Identification  Number)

117 American Flat Road, Virginia City, Nevada 89440

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (775) 847-5272

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which  registered
Common Stock, par value $0.000666  per share	LODE	NYSE AMERICAN

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

Item 8.01 Other Events.

On August 24, 2026, Comstock Inc. announced it has closed the previously announced transaction under which Mackay Precious Metals Inc., 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.

A copy of the press release announcing the transaction described herein is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

99.1  Press Release

104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	COMSTOCK INC.
Date: August 24, 2026	By:	/s/ Corrado De Gasperis
		Corrado De Gasperis Chief Executive Officer

Exhibit 99.1

NEWS RELEASE

COMSTOCK RECEIVES $20 MILLION AND CLOSES SALE

OF LEGACY MINING ASSETS TO MACKAY PRECIOUS METALS INC.

VIRGINIA CITY, NEVADA, August 24, 2026 – 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.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 13.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB