Comstock Inc. Enters Cooperation Agreement with MAK Capital Fund LP; Board Changes Announced

Key Developments:

• On March 23, 2026, Comstock Inc. announced that it has entered into a Cooperation Agreement with MAK Capital Fund LP.
• MAK Capital Fund LP currently owns approximately 5,763,729 shares of Comstock’s common stock, representing a significant minority stake.
• The agreement includes a temporary increase in the size of Comstock’s Board of Directors.
• MAK Capital submitted a nomination notice on March 16, 2026, intending to nominate three individuals—Donald A. Colvin, Robert Spence, and Craig Nemiroff—to the Board.
• William J. Nance and Walter A. “Del” Marting Jr., current directors, have committed not to stand for re-election at the 2027 Annual Meeting of Shareholders.
• The agreement contains mutual non-disparagement provisions, ensuring both parties refrain from negative public or private statements about each other.
• The agreement will terminate when MAK Capital’s holdings fall below 5.6% of outstanding common stock or 4,000,000 shares, or at the conclusion of the 2027 Annual Meeting, whichever comes first.
• Comstock will reimburse MAK Capital for up to \$75,000 in documented expenses related to the Annual Meeting and negotiation of this agreement.

Details Investors Need to Know:

• Board Influence: The temporary board expansion and addition of MAK-nominated directors could signal a shift in governance and strategic direction, potentially impacting future company policies, risk appetite, and capital allocation.
• Stock-Based Compensation: MAK Capital is pushing for closer alignment of stock-based compensation plans with shareholder interests, which may result in changes to executive incentives and could affect future dilution or capital structure.
• Voting Agreements & Standstill: The agreement restricts MAK Capital from certain shareholder activism actions, proxy fights, or public campaigns during the standstill period, which adds stability to governance but could limit outside shareholder influence.
• Termination Triggers: If MAK Capital’s ownership falls below the threshold or the 2027 Annual Meeting concludes, the agreement ends, potentially reopening the door for future activism or changes in board composition.
• Price Sensitivity: The addition of new directors, especially those nominated by a significant shareholder, is often viewed as a potential catalyst for strategic change. Investors should monitor for new initiatives, restructurings, or changes in M&A strategy.
• Disclosure Practices: Comstock will continue to use its website and social media channels (X.com, LinkedIn, YouTube) as official disclosure platforms for material non-public information, in compliance with Regulation FD. Investors should monitor these channels for real-time updates.

Additional Information:

• The Cooperation Agreement itself is publicly filed as Exhibit 10.1, and a press release announcing the new directors is filed as Exhibit 99.1.
• No written communications, soliciting material, or pre-commencement tender offers were made in conjunction with this filing.

Potential Market Impact:

• The governance changes, especially the inclusion of MAK Capital nominees, could be price sensitive as they may accelerate strategic shifts, operational changes, or shareholder-aligned policies.
• The departure of two long-standing directors at the next Annual Meeting further increases the likelihood of meaningful board and management transformation.
• Investors should watch for further announcements regarding new initiatives, changes in compensation structure, or other board-driven actions that may affect future earnings, growth, or capital strategy.

Disclaimer: This article is based on publicly available SEC filings and associated exhibits from Comstock Inc. as of March 23, 2026. It does not constitute investment advice. Investors should conduct their own due diligence and consult with financial advisors before making any investment decisions. Forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected.

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