Comstock Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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Date of Report (Date of earliest event reported): December 18, 2024

 

 

(Exact Name of Registrant as Specified in its Charter)

 

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

 

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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:

 

 

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

 

 

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).

 

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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.      ☐

 

 

 

On December 18, 2024, Comstock Inc. (the “Company”) executed a binding membership interest purchase agreement (the “Purchase Agreement”) with Mackay Precious Metals Inc. (“Mackay”) pursuant to which the Company sold all of Comstock’s right, title, and interest in and to Comstock Northern Exploration LLC, a Nevada limited liability company, and the Company’s 25% interest in and to Pelen Limited-Liability Company, a Nevada limited liability company, to Mackay, for an aggregate purchase price of $2,750,000, of which $1,300,000 was paid in cash, with another $450,000 due on or before February 15, 2025 and $1,000,000 to be paid in either cash or stock; plus a 1.5% royalty of Net Smelter Returns, pursuant to and as defined in the NSR Royalty Agreement by and between the Company and Mackay, also dated December 18, 2024 (the “Royalty Agreement”).

 

The foregoing summary of the terms of the Purchase Agreement and Royalty Agreement are not intended to be exhaustive and are qualified in their entirety by the terms of the Purchase Agreement and Royalty Agreement, as applicable, copies of which are attached hereto as Exhibits 10.1 and 10.2 respectively and are incorporated by reference herein.

 

A copy of the press release announcing the transactions contemplated by the Purchase Agreement and Royalty Agreement is attached as Exhibit 99.1 to the Form 8-K.

 

 

As previously disclosed, on June 30, 2023, the Company entered into a binding Mineral Exploration and Mining Lease Agreement (the “Lease Agreement”), with Mackay for certain owned or controlled fee tracts, patented mining claims, and unpatented mining claims located in Nevada and described in the Lease.

 

On December 18, 2024, the Company and Mackay mutually agreed to terminate the Lease Agreement subject to the terms of a lease termination agreement establishing their relative rights, duties, and obligation under the Lease Agreement up through and including the effective date of the lease termination agreement; and establishing their relative rights, duties, and obligations following the effective date of the lease termination agreement. An additional $500,000 in pro-rata lease expenses are also due on or before February 15, 2025.

 

 

d) Exhibits.

 

 

 

 

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.