
PART I – FINANCIAL INFORMATION Financial Statements The company reported a net loss of $7.8 million for the three months ended June 30, 2025, an improvement from an $8.7 million loss in the same period of 2024, while total assets significantly increased to $148.2 million from $91.3 million at year-end 2024 Condensed Consolidated Balance Sheets Total assets grew to $148.2 million as of June 30, 2025, from $91.3 million at December 31, 2024, primarily due to increased cash and non-current assets, while total liabilities also rose to $56.4 million from $31.5 million Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Current Assets | | | | Cash and cash equivalents | $18,587,742 | $954,271 | | Total current assets | $22,992,943 | $12,558,045 | | Non-current Assets | | | | Investments | $40,318,770 | $38,885,998 | | Properties, plant and equipment, net | $27,262,260 | $8,605,094 | | Intangible assets, net | $26,163,016 | $5,859,152 | | Total non-current assets | $125,224,014 | $78,751,836 | | TOTAL ASSETS | $148,216,957 | $91,309,881 | | Current Liabilities | | | | Total current liabilities | $15,360,843 | $8,111,367 | | Long-term Liabilities | | | | Marathon SAFE Note | $12,000,000 | $— | | Total long-term liabilities | $40,994,520 | $23,429,429 | | TOTAL LIABILITIES | $56,355,363 | $31,540,796 | | Total stockholders' equity | $91,861,594 | $59,769,085 | Condensed Consolidated Statements of Operations For the three months ended June 30, 2025, revenue was $339,546 with a net loss of $7.8 million, or ($0.27) per share, while for the six-month period, revenue increased to $1.1 million in 2025 from $0.9 million in 2024, with the net loss widening to $16.9 million from $15.6 million Condensed Consolidated Statements of Operations (Unaudited) | Metric | Three-Months Ended June 30, 2025 (USD) | Three-Months Ended June 30, 2024 (USD) | Six-Months Ended June 30, 2025 (USD) | Six-Months Ended June 30, 2024 (USD) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $339,546 | $434,824 | $1,125,361 | $860,775 | | Cost of goods sold | $814,001 | $— | $1,700,797 | $— | | Loss from operations | $(7,666,882) | $(5,563,182) | $(14,705,630) | $(10,212,746) | | Net loss | $(7,826,943) | $(8,652,272) | $(16,920,874) | $(15,570,592) | | Net loss per share - basic and diluted | $(0.27) | $(0.60) | $(0.63) | $(1.19) | Condensed Consolidated Statements of Changes in Stockholders' Equity Total stockholders' equity increased to $91.9 million at June 30, 2025, from $59.8 million at the start of the year, driven by common stock issuances for debt conversions and acquisitions, and a $20 million equity investment in Bioleum, partially offset by a $16.9 million net loss - A significant event in Q2 2025 was the creation of a $3.3 million non-controlling interest related to a $20 million Series A investment in the subsidiary Bioleum and the issuance of shares to the Bioleum Founders Group26 - The company issued a substantial number of shares for non-cash activities, including 2,629,601 shares for conversion of debt and accrued interest, and 2,000,000 shares for the FPC amendment26 Condensed Consolidated Statements of Cash Flows For the six months ended June 30, 2025, cash and cash equivalents increased by $17.6 million, primarily driven by $31.2 million in net cash from financing activities, a significant improvement from a $3.7 million net decrease in cash during the same period in 2024 Cash Flow Summary (Six-Months Ended June 30) | Cash Flow Activity | 2025 (USD) | 2024 (USD) | | :--- | :--- | :--- | | Net cash used in operating activities | $(9,779,185) | $(5,830,794) | | Net cash used in investing activities | $(3,818,694) | $(4,663,938) | | Net cash provided by financing activities | $31,231,350 | $6,823,459 | | Net increase (decrease) in cash | $17,633,471 | $(3,671,273) | - Major non-cash activities in H1 2025 included acquiring $12.0 million in plant and equipment via the Marathon SAFE Note and acquiring $10.8 million in intangible assets through stock and derivative liabilities for the Flux (FPC) amendment30 Notes to Condensed Consolidated Financial Statements The notes detail significant accounting policies, transactions, and events, including a 1-for-10 reverse stock split, the separation and consolidation of Bioleum as a VIE with a $20 million third-party investment, significant intangible asset additions, and complex derivative instruments - On February 24, 2025, the company effected a 1-for-10 reverse stock split, with all share and per-share amounts retrospectively adjusted36 - The company separated its renewable fuels segment into Bioleum Corporation, which received a $20 million third-party investment, and Comstock determined Bioleum is a Variable Interest Entity (VIE) and consolidates its financial statements as the primary beneficiary4445 - The company entered into a series of agreements with Marathon Petroleum, receiving payment-in-kind assets valued at $12.1 million in exchange for a $12.0 million Marathon SAFE Note58125 Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) Management discusses the company's strategy to commercialize clean energy technologies, with financial results showing a slight revenue decrease in Q2 2025 but overall H1 2025 revenue growth, a wider net loss, and significantly improved liquidity due to a $20 million Bioleum investment and a subsequent $30 million public offering Overview and Lines of Business Comstock focuses on commercializing clean energy technologies through its Metals, Mining, and Strategic Investments segments, with a key development being the separation and $20 million funding of its Bioleum renewable fuels business and a strategic partnership with Marathon Petroleum - The Metals segment is scaling up its solar panel recycling operations, with plans to build up to seven facilities in the U.S. over the next five years198200 - The Mining segment is monetizing non-core assets, highlighted by the sale of northern mining claims to Mackay Precious Metals for a total of $2.95 million204 - The Bioleum subsidiary completed an initial $20 million closing of its Series A financing and secured a $14 million investment commitment from Marathon Petroleum210211 Results of Operations For Q2 2025, revenue decreased slightly to $0.34 million from $0.43 million in Q2 2024, while the net loss improved to $7.8 million from $8.7 million, but for the six-month period, revenue grew to $1.1 million from $0.9 million, with the net loss increasing to $16.9 million from $15.6 million due to higher costs Three-Months Ended June 30, Financial Comparison | Metric | 2025 (USD) | 2024 (USD) | Change (USD) | | :--- | :--- | :--- | :--- | | Revenue | $339,546 | $434,824 | $(95,278) | | Loss from operations | $(7,666,882) | $(5,563,182) | $(2,103,700) | | Net loss | $(7,826,943) | $(8,652,272) | $825,329 | Six-Months Ended June 30, Financial Comparison | Metric | 2025 (USD) | 2024 (USD) | Change (USD) | | :--- | :--- | :--- | :--- | | Revenue | $1,125,361 | $860,775 | $264,586 | | Loss from operations | $(14,705,630) | $(10,212,746) | $(4,492,884) | | Net loss | $(16,920,874) | $(15,570,592) | $(1,350,282) | - The increase in six-month R&D expenses by nearly $2.0 million was primarily due to higher costs for renewable fuel projects with external laboratories237238 Outlook The company's primary focus for 2025 is the commercialization of Comstock Metals and the continued development of Bioleum, with key corporate objectives including monetizing over $50 million in legacy assets and securing funding for the first industry-scale Metals facility - Corporate objectives for 2025 include monetizing over $50 million from legacy real estate and non-strategic investments and finalizing plans to separate Bioleum251 - Comstock Metals expects billable revenues to be over $3.5 million in 2025, an eight-fold increase from 2024, with capital expenditures for its first industry-scale facility estimated at $12 million253 - Bioleum aims to close its Series A financing, complete site selection for its first commercial biorefinery in Oklahoma, and secure project-level financing259 Liquidity and Capital Resources The company's liquidity significantly improved, with cash increasing to $18.6 million at June 30, 2025, from $0.95 million at year-end 2024, further bolstered by an additional $30 million raised from a public offering in August 2025, which management believes is sufficient for the next 12 months of operations - Cash and cash equivalents increased to $18.6 million at June 30, 2025, with working capital of $7.6 million263 - Subsequent to the quarter end, the company raised $30 million in gross proceeds from a Confidentially Marketed Public Offering (CMPO) in August 2025270 - The company also restructured its outstanding promissory notes with Georges Trust and Alvin Fund LLC, issuing 2.9 million shares to settle $8.39 million in principal and interest269 Quantitative and Qualitative Disclosures About Market Risk The company is exposed to market risk from fluctuations in commodity prices, including precious metals, critical metals, and oil and gas, which can impact profitability, while interest rate risk is considered low due to fixed-rate long-term debt - The company's profitability is sensitive to fluctuations in metal and fuel prices276 - Interest rate risk is minimal as current long-term debt obligations carry fixed rates277 Controls and Procedures Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - The Principal Executive Officer and Principal Financial Officer concluded that disclosure controls and procedures were effective as of June 30, 2025278 - No material changes were made to the internal control over financial reporting during the quarter ended June 30, 2025279 PART II – OTHER INFORMATION Legal Proceedings The company is subject to various environmental laws and regulations and is involved in ordinary course claims and proceedings, none of which are expected to have a material adverse impact on the business - The company states there are no pending legal matters expected to have a material adverse impact on its business, financial condition, or cash flows282 Risk Factors No new risk factors have been identified beyond those disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - There are no new risk factors reported for the quarter283 Unregistered Sales of Equity Securities and Use of Proceeds During the second quarter of 2025, the company issued a significant number of unregistered shares of common stock, primarily for the conversion of the Kips Bay note, an amendment with Flux Photon Corporation, a private placement, and an agreement with Decommissioning Services - Issued 2,629,601 shares to Kips Bay for debt conversion284 - Issued 2,000,000 shares to Flux Photon Corporation related to an asset purchase agreement amendment285 - Issued 625,000 shares in a private placement for $1,500,000286 Defaults Upon Senior Securities None reported Mine Safety Disclosures Information regarding mine safety is included in Exhibit 95 of the report, as required by the Dodd-Frank Act Other Information No director or officer of the company adopted or terminated any Rule 10b5-1 trading plans or other non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025 Exhibits This section lists the exhibits filed with the Form 10-Q, including various agreements, amendments, and officer certifications