Investments and Divestitures | Investments and Divestitures Our investments and divestitures include the sale to Tonogold of Comstock LLC, equity investments in the companies shown below, and financial instruments associated with these transactions. At March 31, 2021 and December 31, 2020, non-current equity investments include the following, which are accounted for under the equity method of accounting, except for SSOF, which is accounted for at cost minus impairment: March 31, 2021 December 31, 2020 Investment Ownership % Investment Ownership % Investment in Mercury Clean Up, LLC $ 2,011,305 25.0% $ 2,010,113 15.0% Investment in MCU Philippines, Inc 513,107 50.0% 323,770 50.0% Investment in Pelen Limited Liability Company 571,068 25.0% 603,714 25.0% Investment in Sierra Springs Opportunity Fund, Inc. 335,000 12.0% 335,000 12.1% Investment in LINICO Corporation 6,250,000 45.5% — —% Total investments $ 9,680,480 $ 3,272,597 Tonogold Resources, Inc. Agreements There are three agreements between the Company and Tonogold: the Membership Interest Purchase Agreement, the Mineral Exploration and Mining Lease, and a Lease Option Agreement for our American Flat processing facility. Tonogold Note Receivable The consideration received for Tonogold's acquisition of Comstock LLC included a convertible note receivable (the "Note"). The Note had an initial principal balance of $5,475,000 when the Note was issued on March 20, 2020. The outstanding principal balance was $4,475,000 when the purchase agreement closed on September 8, 2020. The Note included the following features: 1) conversion feature allowing us, at our sole option, to elect payment in Tonogold common shares upon an event of default or upon a partial or whole prepayment by Tonogold; 2) change of control redemption right allowing us to redeem the Note in cash at a 125% premium; 3) event of default redemption right allowing us the right to elect redemption of the Note in cash at a 118% premium; and 4) an option for us to extend the maturity date if an event of default has occurred or is expected to occur or a fundamental transaction (as defined in the Note) has been announced but not yet closed. On March 3, 2021, we made a $812,500 accelerated payment to Northern Comstock LLC (“Northern Comstock”) pursuant to the Northern Comstock operating agreement (Note 21). Primarily as a result of the Northern Comstock accelerated payment, the Note was amended in March 2021, which included: 1) adding $812,500 to the principal amount of the Note for Tonogold’s Northern Comstock accelerated payment reimbursement obligation and an accommodation fee of $262,500, increasing the new principal amount to $5,550,000; 2) extending the maturity date to March 31, 2022; 3) reducing the conversion price to the lower of $0.25 (or $0.35 in the event of a $1,550,000 prepayment of the Notes by June 30, 2021) or 85% of the 20-day volume weighted closing price of Tonogold common shares; and 4) making the conversion feature at our option, at any time, and in tranches, at our preference. For the three months ended March 31, 2021, the accelerated payment reimbursement was credited to mining claims costs and expenses, and the accommodation fee was credited to other income in the condensed consolidated statements of operations. The Note has an interest rate of 12% per annum, with interest payable monthly. The outstanding principal balance is due on March 31, 2022, unless extended by us. The fair value of the Note on December 31, 2020 and March 31, 2021 was $5.5 million and $7.3 million, respectively. For the three months ended March 31, 2021, we recognized other income of $0.7 million for the change in fair value of the Note in the condensed consolidated statements of operations (Note 15). Tonogold Common Shares At March 31, 2021 and December 31, 2020, we held 11.4 million and 13.1 million Tonogold common shares with fair values of $2.7 million and $3.9 million, respectively. During the three months ended March 31, 2021, we sold 1,718,789 shares for proceeds of $502,951 and recognized a gain on sale of common shares of $193,664. For the three months ended March 31, 2021, we recognized an unrealized loss on the change in fair value of the common shares of $0.9 million. Contingent Forward Upon issuance on March 20, 2020 and prior to the close of the sale of Comstock LLC, the Note contained a contingent forward. The Note contained a contingent forward representing our right to sell our remaining membership interests in Comstock LLC to Tonogold at a future date in exchange for cash consideration or common stock of Tonogold if certain options were elected (the “Contingent Forward”). We identified the Contingent Forward as a derivative which was adjusted to fair value at the end of each reporting period. On March 20, 2020, we recorded the $1.2 million initial fair value of the Contingent Forward asset in additional paid in capital on the condensed consolidated balance sheets as Tonogold, a related party at the time, owned 50% of the membership interests of Comstock LLC. For the three months ended March 31, 2020, we recognized income for the change in fair value of the Contingent Forward of $1.1 million. The fair value of the Contingent Forward asset on September 8, 2020 was $2.0 million, and was offset against consideration received for the sale of Comstock LLC recorded on that date. Upon closing of the purchase agreement, the contingencies were eliminated, and the Note was recorded as a current asset on the condensed consolidated balance sheets. Reimbursements For the three months ended March 31, 2021 and 2020, total reimbursements and lease income under the three Tonogold agreements, including but not limited to all costs associated with owning the properties, lease and option payments and interest expense were $1.2 million and $0.7 million, respectively. Reimbursements for 2021 include the $812,500 reimbursement of the Northern Comstock accelerated payment, which is included in the amended principal balance of the Note. Mercury Clean Up, LLC Pilot, Investment and Joint Venture Agreements MCU Investment - Derivative Asset and Make Whole Obligation The Mercury Remediation Pilot, Investment and Joint Venture Agreement (the "MCU Agreement") contains a provision whereby we are required to issue additional shares of our common stock for a make whole difference between the value of the 900,000 previously issued shares of our common stock received by MCU and our required stock-based investment of $850,000. In May 2020, we issued to MCU 650,000 additional shares of our common stock to reduce the make whole difference. During January and February 2021, MCU sold the 625,000 common shares for net proceeds of $1,147,185, resulting in a $762,377 excess contribution, which was paid to us in February 2021. At December 31, 2020, the fair value of the derivative asset was $265,127. As of March 31, 2021, the derivative asset had been fully satisfied. For the three months ended March 31, 2021, a related gain on change in fair value of the derivative asset of $497,250 was recognized in earnings. For the three months ended March 31, 2020, a loss on change in fair value of the make whole obligation of $32,670 was recognized in earnings. MCU Philippines, Inc. Investment and Note Receivable At December 4, 2020, the fair value of the note receivable from MCU-P, based on the discounted present value of future payments, was $855,866, which was comprised of the $1,180,000 face amount less implied interest of $324,134, which was recognized as consideration for our December 4, 2020 investment in MCU-P. As of December 31, 2020, the net balance of the note receivable was $860,940. On March 5, 2021, we loaned an additional $820,000 to MCU-P, increasing the face value of the note receivable to $2,000,000. Implied interest of $189,338 for the additional loan increased the value of our investment to $513,107. The discounted present value was calculated using a rate of 7.1%, which is based on the alternative borrowing cost of MCU-P, considering market data for companies with comparable credit ratings. The additional loan amount resulted in our ownership interest in MCU increasing from 15% to 25%. As of March 31, 2021, the net balance of the note receivable is $1,511,870 is recorded on the condensed consolidated balance sheets in notes receivable and advances, net. The note receivable matures on December 31, 2024. Sierra Springs Opportunity Fund, Inc. Investment Investment in Sierra Springs Opportunity Fund, Inc. During 2019, Comstock invested $335,000 into a qualified opportunity zone fund, SSOF, which owns SSE, a qualified opportunity zone business. We expect to own approximately 9% of SSOF upon issuance by SSOF of all 75 million authorized shares to investors. As of March 31, 2021, we own 12% of the voting shares of SSOF and SSOF has received $12.0 million in equity from investors, including $335,000 from the Company and $525,000 (16.4% of voting shares) from our officers and directors, including our chief executive officer, who owns 16.2% of SSOF voting shares. Our chief executive officer is president and a director of SSOF and an executive and a director of SSE. At March 31, 2021, Comstock’s $335,000 investment in SSOF is recorded on the condensed consolidated balance sheets as a non-current investment asset. The investment is accounted for at cost less impairment. Management has identified no events or changes in circumstances that have a significant adverse effect on the carrying value of the investment. Advance to Sierra Springs Opportunity Fund, Inc. For the three months ended March 31, 2021, we advanced SSOF an additional $2,150,000, increasing total advances to $3.8 million, to be used by SSOF for deposits and payments on land and other facilities related to investments in qualified businesses in the opportunity zone. The advances are non-interest-bearing and are expected to be repaid during 2021, upon the sale of our Silver Springs Properties to SSE (Note 4). At March 31, 2021, the $3.8 million of advances are recorded on the condensed consolidated balance sheets in notes receivable and advances, net. LINICO Corporation Investment On February 15, 2021, the Company, Aqua Metals, Inc. (“AQMS”) and LINICO entered into a Series A Preferred Stock Purchase Agreement (the “LINICO Stock Purchase Agreement”). Purchase of LINICO Preferred Stock Pursuant to the LINICO Stock Purchase Agreement, we purchased 6,250 shares of LINICO Series A 8% Convertible Preferred Stock (the “Series A Preferred”) and issued 3,000,000 shares of our restricted common stock (the “CMI Stock”) in payment of the purchase price. The CMI stock had a fair value of $6,750,000, of which $6,250,000 was allocated to the investment in shares of LINICO and $500,000 was allocated to the derivative asset related to LINICO on the condensed consolidated balance sheets. The Series A Preferred has a conversion price of $1.25 per share of LINICO common stock. Following the purchase of the Series A Preferred, we own 45.45% of LINICO voting shares. Our chief executive officer is a member of the LINICO board of directors. Judd Merrill, one of our directors, is chief financial officer of AQMS. Cash Commitment Under the LINICO Stock Purchase Agreement, we also agreed to make $4.5 million in cash payments to LINICO (the “Cash Commitment”), payable in a series of installments between February 26, 2021 and September 30, 2021. At March 31, 2021, $1.5 million had been paid and was recognized as an adjustment to the derivative asset related to LINICO on the condensed consolidated balance sheets. Warrants Pursuant to the LINICO Stock Purchase Agreement, the Company and LINICO entered into a warrant agreement (the “Warrant”) wherein we have the right to purchase 2,500 additional shares of Series A Preferred for a total exercise amount of $2.5 million. The Series A Preferred received by us pursuant to exercise of the Warrant may be converted into shares of LINICO common stock at a conversion price of (i) $1.25, if exercised on or before February 15, 2022, or (ii) $2.00, if exercised after February 15, 2022. LINICO Lease Agreement and Additional Lease Deposit Pursuant to the terms of an industrial lease between LINICO and AQMS entered into on February 15, 2021 (the “LINICO Lease Agreement”), if LINICO elects not to exercise its option to purchase from AQMS land, buildings and related improvements, initially leased by AQMS to LINICO, for (i) $14,250,000, if the purchase is made on or before October 1, 2022 or (ii) $15,250,000, if the purchase is made after October 1, 2022, we can assume the purchase option. The LINICO Lease Agreement requires LINICO to make an initial deposit by October 15, 2021 in an amount equal to $1,250,000, and an additional deposit (the “Additional Deposit”) by November 1, 2022, in an amount equal to $2,000,000, to be credited towards the purchase price of the facility. The LINICO Stock Purchase Agreement grants us the option to fund the Additional Deposit with shares of our common stock (in no event will we issue shares to LINICO pursuant to the LINICO Stock Purchase Agreement that exceed 19.9% of our total issued and outstanding common shares as of February 15, 2021). Derivative Asset In the event cash proceeds received by LINICO from the sale of the CMI Stock are less than $6,250,000, which sales must be completed no later than October 31, 2021, we are obligated to provide LINICO with additional shares of our common stock or cash to make up the shortfall. However, if cash proceeds from the sale of CMI Stock plus Cash Commitment payments received by LINICO (the “Consideration”) exceed $10,750,000, the excess must be returned to us by LINICO, along with any remaining shares of CMI Stock held by LINICO. The first $4.5 million of Consideration received by LINICO in excess of $6,250,000 will be applied to exercise our warrant (up to $2,500,000) and, thereafter, to fund the Additional Lease Deposit (up to $2.0 million), with additional Series A Preferred issued to us for the amount funded. The initial fair value of the derivative asset upon issuance of the CMI Stock was $500,000. At March 31, 2021, the $7,489,999 fair value of the CMI Stock in excess of $6,250,000 and $1,500,000 Cash Commitment payments are recognized as a derivative asset related to LINICO on the condensed consolidated balance sheets. The fair value of CMI Stock is based on the $4.58 closing share price of our common stock on March 31, 2021. For the three months ended March 31, 2021, the increase in fair value of $6,989,999 is recognized as other income in the condensed consolidated statements of operations (Note 15). |