Acquisitions, Investments and Divestitures | Acquisitions, Investments and Divestiture Acquisition of Renewable Process Solutions Inc. On June 18, 2021, Comstock acquired 100% of the capital stock and voting shares of RPS, an advanced process engineering and renewable technology development company, in exchange for 1,000,000 restricted shares of our common stock, which are subject to lockup provisions with limitations on sale over a four-year and six-month period with a fair value of $2.4 million including the assumption of $0.1 million in liabilities. We identified RPS in discussions with our current and prospective investment companies, and acquired RPS to build our critical core competencies in advanced process engineering and renewable technology development necessary to facilitate our participation in the development and growth of these companies. For the six months ended June 30, 2021, RPS revenue and net income were $111,285 and $98,184, respectively, compared to no revenue and a loss of $22,699 for the same period of the prior year. Based upon our initial assessment, the excess purchase price over the fair value of the net assets acquired is $2.3 million which has been allocated to intangible assets and goodwill on the condensed consolidated balance sheet as of June 30, 2021. However, the overall allocation of purchase price is preliminary and subject to change. Investments Our investments include equity method investments in the companies shown below, one cost less impairment investment shown below, and financial instruments associated with these and other transactions. At June 30, 2021 and December 31, 2020, non-current investments included: June 30, 2021 December 31, 2020 Investment Ownership % Investment Ownership % Quantum Generative Materials LLC $ 12,000,000 37.50% $ — —% LINICO Corporation 6,103,990 48.78% — —% Mercury Clean Up, LLC 2,000,616 25.0% 2,010,113 15.0% MCU Philippines, Inc. 507,788 50.0% 323,770 50.0% Pelen Limited Liability Company 574,773 25.0% 603,714 25.0% Total equity method investments $ 21,187,167 $ 2,937,597 Sierra Springs Opportunity Fund, Inc. 335,000 335,000 Total Investments $ 21,522,167 $ 3,272,597 Quantum Generative Materials LLC On June 24, 2021, Comstock invested in the equity of GenMat, a developer of quantum computing technologies with the goal of accelerating material science discovery and development and partnering in the commercialization of new quantum generated materials. GenMat is developing a proprietary quantum operating system to harnesses emerging quantum computing technologies and develop breakthrough new materials for use in our strategically aligned, high-impact fields of interest, including global mining, battery recycling, and carbon capture. At closing, we received 465,000 membership units and committed $15.0 million in cash and stock for the initial seed investment and an additional $35.0 million based upon GenMat’s realization of key development milestones, for up to 50% ownership of GenMat membership units. As of June 30, 2021, we have paid $2.0 million in cash toward the $5.0 million in scheduled cash purchase payments, and issued 3.0 million restricted shares of our common stock toward the $10.0 million required stock purchase price, for the $15.0 million initial funding. As of and for the three months ended June 30, 2021, we recognized the $360,000 excess of the fair value of the 3.0 million shares over the $10.0 million required stock purchase price as other income in the condensed consolidated statements of operations, and as an increase in the GenMat derivative asset on the condensed consolidated balance sheets (Note 15). As of closing and June 30, 2021, we hold 48.19% of GenMat membership units and 37.5% of voting membership units, and our chief executive officer is a member and chairman of the GenMat management committee. LINICO Corporation On February 15, 2021, the Company, Aqua Metals, Inc. (“AQMS”) and LINICO entered into a Series A Preferred Stock Purchase Agreement (“LINICO Stock Purchase Agreement”). Pursuant to the LINICO Stock Purchase Agreement, we purchased 6,250 shares of LINICO Series A 8% Convertible Preferred Stock (“Series A Preferred”) and issued 3.0 million shares of our restricted common stock (“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 (Note 15). 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 fully diluted shares and 47.78% of voting shares. Our chief executive officer is a member and the Chairman of the LINICO board of directors. Judd Merrill, one of our directors, is chief financial officer of AQMS. Under the LINICO Stock Purchase Agreement, we also agreed to make $4.5 million in cash payments to LINICO (“Cash Commitment”), payable in a series of installments between February 26, 2021 and September 30, 2021. At June 30, 2021, $2.0 million was paid and recognized as an adjustment to the derivative asset related to LINICO on the condensed consolidated balance sheets (Note 15). Pursuant to the LINICO Stock Purchase Agreement, the Company and LINICO entered into a warrant agreement (“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. Pursuant to the terms of an industrial lease between LINICO and AQMS entered into on February 15, 2021 (“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 (“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). Mercury Clean Up, LLC The Mercury Remediation Pilot, Investment and Joint Venture Agreement ("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 (Note 15). MCU Philippines, Inc. On December 4, 2020, we formalized a non-interest-bearing note receivable from MCU-P that had a fair value based on the discounted present value of future payments of $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 non-interest-bearing note receivable to $2,000,000. Implied interest of $189,337 for the additional loan increased the value of our investment in MCU-P 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 June 30, 2021, the net balance of the note receivable is $1,540,319 which 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. 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 75.0 million authorized shares to investors. As of June 30, 2021, our $335,000 investment in SSOF and 6.7 million voting shares represent 12.0% of the total as converted SSOF common shares and the $0.5 million investment and 9.2 million voting shares of our chief executive officer and two of our directors represent 16.4% of the total as converted SSOF common shares. Our chief executive officer is president and a director of SSOF and an executive and a director of SSE. At June 30, 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. For the three and six months ended June 30, 2021, we advanced SSOF an additional $0.6 million and $2.7 million respectively, increasing total advances to $4.4 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). The $4.4 million of advances are recorded on the condensed consolidated balance sheets at June 30, 2021 in notes receivable and advances, net. Plain Sight Innovations LLC Loan On April 1, 2021, we made a loan to PSI pursuant to a secured promissory note with a face value of $750,000 ("PSI Note"). The PSI Note principal, together with interest at the rate of 12% per annum, is due and payable on September 30, 2021, and is secured by substantially all of the assets of PSI. We are currently collaborating with PSI on a number of material science advancements associated with lithium-ion battery storing, crushing, and black mass processing, and other areas of interest. On May 17, 2021, we increased the loan by $85,000 to $835,000 to fund an additional PSI intellectual property development. MANA Corporation and LP Biosciences LLC In June 2021, we placed $500,000 in an escrow account with MANA, and made a $326,258 non-refundable advance to LP Biosciences LLC ("LPB") to fund certain costs associated with a prospective transaction and related financing. The escrow balance and advance are included in restricted cash and prepaid expenses and other current assets, respectively, on our condensed consolidated balance sheets as of June 30, 2021. Divestiture Sale of Comstock Mining LLC In connection with the September 2020 sale of the membership interests of Comstock Mining LLC, 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 Reimbursements Under the three Tonogold agreements, Tonogold is required to reimburse payments made by Comstock including but not limited to all costs associated with owning the properties, lease and option payments, and interest expense. For the three and six months ended June 30, 2021, total reimbursements and lease income were $0.5 million and $1.8 million, respectively. For the three and six months ended June 30, 2020, total reimbursements and lease income were $0.5 million and $1.2 million, respectively. Reimbursements for the six months ended June 30, 2021 include the $812,500 reimbursement of the Northern Comstock accelerated payment, added to the Note principal balance in March 2021, and $0.4 million of additional reimbursements associated with the $1.0 million added to the Note principal balance in June 2021. As of June 30, 2021, the remaining $0.6 million to be applied to future Tonogold reimbursements is recorded to deposits liabilities on the condensed consolidated balance sheets. Tonogold Note Receivable The consideration received for Tonogold's acquisition of Comstock Mining LLC in 2020 included 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 for Tonogold’s Northern Comstock accelerated payment reimbursement obligation and an amendment fee of $262,500 to the principal amount of the Note, increasing the principal amount to $5,550,000 (Note 15). The Note was further amended in June 2021, to add $1.0 million for certain Tonogold, Northern Comstock and other reimbursement obligations and an amendment fee of $100,000 to the principal amount of the Note, increasing the principal amount to $6,650,000. As of and for the three months ended June 30, 2021, due and payable reimbursement obligations were credited to mining claims costs and expenses, the amendment fees were credited to other income in the condensed consolidated statements of operations, and reimbursement obligations not yet due and payable were credited to deposits liability on the condensed consolidated balance sheets. 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 June 30, 2021 and December 31, 2020 was $7.2 million and $5.5 million, respectively. For the three and six months ended June 30, 2021, we recognized other expense of $1.2 million and $0.4 million respectively, for the change in fair value of the Note in the condensed consolidated statements of operations (Notes 3, 15 and 17). Tonogold Common Shares At June 30, 2021 and December 31, 2020, we held 9.5 million and 13.1 million Tonogold common shares with fair values of $1.4 million and $3.9 million, respectively. During the three and six months ended June 30, 2021, we sold 1,944,658 shares and 3,663,447 shares, respectively, for proceeds of $0.2 million and $0.9 million, respectively, and recognized a loss and gain on sale of common shares of $0.1 million and $0.1 million, respectively. For the three and six months ended June 30, 2021, we recognized unrealized losses on the change in fair value of the common shares of $1.0 million and $1.9 million, respectively (Note 15). |