Comstock Inc. 8-K

What Happened

• Comstock Inc. announced on June 21, 2026 that it entered into a Securities Purchase Agreement to sell all of its membership interests in Comstock Mining LLC, Comstock Processing LLC, Comstock Exploration and Development LLC, and all shares of Comstock Real Estate Inc. to Mackay Precious Metals Inc. (Buyer) and Mackay Gold & Silver Corp. (Mackay Parent). The sale covers properties in Lyon and Storey Counties, Nevada (includes the Gold Hill Hotel) but excludes Comstock’s Silver Springs real estate. The transaction is expected to close in early July 2026, subject to TSX‑V approvals.

Key Details

• Purchase consideration includes: $20,000,000 cash initial payment, 2,000,000 shares of Mackay Parent common stock, and a $7,000,000 second tranche payable within 18 months (which may be partially paid in Mackay shares under certain VWAP conditions).
• Buyer assumes reclamation obligations and associated bond deposits/collateral; a previously paid $150,000 non‑refundable deposit will be credited to the initial payment at closing.
• A contingent $10,000,000 cash payment is payable if Buyer/Mackay makes a Construction Decision or a Change of Control within 7 years; a 1.5% net smelter return (NSR) royalty is included, with Buyer able to repurchase 100% of the royalty for $3,500,000 (or $7,000,000 if the 7‑year contingent period lapses without the contingent payment).
• The $7,000,000 second tranche is secured by a deed of trust on the properties and bears 12% interest after its due date.

Why It Matters

• The agreement transfers Comstock’s core mining interests and related liabilities to Mackay in exchange for immediate cash, equity in the buyer, and contingent future payments—material changes to Comstock’s asset base and future revenue exposure.
• Investors should note the mix of cash, stock and contingent consideration, the assumption of reclamation liabilities by the buyer, and the royalty structure (including buyout terms), all of which affect potential future value recovery and ongoing upside tied to Mackay’s development decisions.