Comstock Inc. Announces Second Amendment to \$4.29 Million Promissory Note with Georges Trust

Key Highlights:

• Comstock Inc. (“the Company”, ticker: LODE on NYSE American) has executed a Second Note Amendment Agreement with Georges Trust, extending the maturity date of a key promissory note.
• The principal amount remaining on the note is \$4,290,000, previously due April 15, 2026, now extended to July 15, 2026.
• The arrangement revolves around the Company’s issuance of 1,500,000 shares of common stock (“LODE Shares”) to Georges Trust, the proceeds of which are to be used to repay the note.
• The value of the LODE Shares currently exceeds the remaining principal of the note, with mechanisms in place to return excess proceeds to Comstock Inc.
• Monthly cash interest payments are replaced with a performance-based method tied to the proceeds from the sale of LODE Shares.
• If monthly proceeds from share sales are below \$43,000, Comstock Inc. will cover the shortfall in cash; otherwise, no monthly cash interest is required.
• Interest accrues at 12% per annum and is compounded monthly on any unpaid balance.
• All other terms of the note and prior amendment remain substantially unchanged.
• A resale registration statement covering the LODE Shares was declared effective December 10, 2025, allowing Georges Trust to sell the shares in the market.
• If, by the extended maturity date (“True Up Date”), the cash proceeds from the sale of LODE Shares plus any cash interest payments exceed the total amount payable under the note, Georges Trust is required to return any excess to the Company.

Details and Potential Impact for Shareholders:

• Share Issuance and Dilution: The 1,500,000 common shares issued to Georges Trust have already been registered for resale. This could lead to increased trading activity and potential dilution, depending on how many shares are sold in the market and at what price.
• Debt Repayment Mechanism: The note repayment is tied to market proceeds from share sales rather than fixed cash payments, aligning debt service with equity market performance. If share prices are strong, the Company may satisfy its debt obligations without further cash outlay; if weak, additional cash payments may be required.
• Extension of Maturity Date: The extension to July 15, 2026 gives Comstock Inc. a longer runway to settle the note, potentially easing near-term liquidity pressures but also extending interest accrual.
• Interest and “True Up” Feature: Interest continues to accrue at a significant rate (12% per annum, compounded monthly), and the final settlement is based on actual net proceeds. If proceeds from share sales are high, the Company could benefit by having excess returned; if low, it faces additional payment obligations.
• Potential Share Price Impact:
  • Market Sales of LODE Shares: Georges Trust is permitted to sell the 1.5 million shares, which may impact trading volumes and share price, especially if sales are concentrated or coincide with low market demand.
  • Debt Conversion and Dilution: The structure effectively converts debt into equity, with dilution risks offset by the possibility of excess proceeds being returned to the Company.
  • Liquidity Implications: The extended timeline and interest structure may relieve immediate liquidity concerns but could affect future cash flows depending on share price performance.
• Reporting Obligations: Georges Trust is required to provide weekly updates to Comstock Inc. on net proceeds from share sales, enhancing transparency for the Company and potentially for investors if disclosed.

Exhibit and Additional Information:

• The full text of the Second Note Amendment Agreement is filed as Exhibit 10.1 to the 8-K and includes signatures from Corrado DeGasperis, CEO of Comstock Inc., and Willow Street Trust Company of Wyoming as Trustee for Georges Trust.

Conclusion:

• This amendment is significant for both Comstock Inc. and its shareholders. The debt repayment mechanism tied to market performance, the extension of the maturity date, and the possibility of dilution from the sale of 1.5 million shares, all represent material developments that could influence the Company’s financial position and share price.
• Investors should monitor the volume and price of LODE Shares sold by Georges Trust, as well as updates from the Company regarding the status of the debt and any excess proceeds returned.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review all official filings and consult with financial advisors before making investment decisions. The information is based on Comstock Inc.’s SEC filings and may be subject to change or interpretation. The author does not hold any position in Comstock Inc. as of the date of publication.

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