Form 8-K - Current report

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18, 2024

 

 

COMSTOCK INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada (State or Other Jurisdiction of Incorporation)

001-35200 (Commission File Number)

65-0955118 (I.R.S. Employer Identification Number)

 

117 American Flat Road, Virginia City, Nevada 89440

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: [phone]

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.000666 per share			LODE			NYSE AMERICAN

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company      ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ☐

 

 

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Item 8.01 Other Events

 

On September 18, 2024, Comstock Fuels Corporation (“Comstock Fuels”), a wholly owned subsidiary of Comstock Inc. (the “Company”), executed a term sheet with SACL Pte. Ltd. (“SACL”), a Singapore-based project development and management company that intends to develop renewable energy projects in Australia and New Zealand (the “Territory”). The term sheet is non-binding, but binding in respect of the essential economic terms until such time as definitive agreements are executed amongst the parties.

 

Comstock Fuels will grant SACL an exclusive marketing agreement for Comstock Fuels’ advanced lignocellulosic biomass refining processes in Australia and New Zealand, and a master non-exclusive license to certain intellectual property for the sole purpose of developing, financing, constructing, and the ongoing management of renewable fuels production facilities (each, a “Licensed Facility”) in the Territory.

 

Comstock Fuels and the owner of each Licensed Facility (“Producer”) will execute a separate non-exclusive, site-specific license agreement (“Site License Agreement”) for the development, financing, construction, and management of the corresponding Licensed Facility, and the direct use of the certain intellectual property of Comstock Fuels to produce and sell renewable fuels and related products.

 

Comstock Fuels will contribute the site-specific license to develop, finance, build, and manage the corresponding Licensed Facility in exchange for 20% of Producer’s fully diluted equity on a post-money basis after completion of construction financing for the corresponding Licensed Facility or scope expansion.

 

Comstock Fuels will provide each Producer with engineering support services in exchange for 3% of each applicable Producer’s total capital and construction costs, increasing to 6% at and above a capacity of 250,000 MTPY, including an initial upfront payment of $2,500,000 payable upon execution of each applicable Site License Agreement.

 

Each applicable Producer will also agree to pay to Comstock Fuels an ongoing royalty fee equal to 3% of the total sales of licensed products by each Licensed Facility (“Royalty Fees”), increasing to 6% at and above a capacity of 250,000 metric tons per year (“MTPY”). Royalty Fees shall be paid monthly.

 

The non-binding term sheet terminates if the execution and delivery of mutually acceptable, definitive documents does not occur on or before November 30, 2024.

 

A copy of the press release announcing the transactions described herein is attached as Exhibit 99.1 to this Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	COMSTOCK INC.
Date: September 18, 2024	By:	/s/ Corrado De Gasperis
		Corrado De Gasperis Executive Chairman and Chief Executive Officer

 

 

Exhibit 99.1

 

 

COMSTOCK FUELS EXECUTES INTERNATIONAL LICENSE AGREEMENT

Three Australian Biofuel Sites Under Development for 300MM Gallons per Year of SAF and Renewable Fuels

 

 

VIRGINIA CITY, NEVADA, September 18, 2024 – Comstock Inc. (NYSE: LODE) (“Comstock” and the “Company”) today announced execution of a binding agreement between Comstock Fuels Corporation (“Comstock Fuels”) and SACL Pte. Limited (“SACL”), a Singapore-based renewable fuel project developer, engaged in the delivery of several biofuel production facilities and hybrid renewable energy projects under which Comstock Fuels agreed to grant SACL an exclusive marketing agreement for Comstock Fuels’ advanced lignocellulosic biomass refining processes in Australia and New Zealand.

 

Early Adopter License Terms

 

SACL and its associated stakeholders have identified three initial sites for the construction of three refineries based on Comstock’s industry leading yields and decarbonizing impacts, including (1) a 250,000 metric ton per year (“MTPY”) refinery located in southeastern Australia, (2) a 250,000 MTPY refinery located in northwest Australia, and (3) a 750,000 MTPY refinery located on the east coast in northern Australia. Under the terms of Comstock Fuels’ agreement with SACL, Comstock Fuels will contribute site specific technology rights in exchange for a 20% equity stake in each refinery, plus a royalty fee equal to 6% of each refinery’s sales of licensed products, and engineering fees equal to 6% of total capital and construction costs. At least one of the refineries will initially start with a capacity of 50,000 MTPY prior to scaling-up to 250,000 MTPY or more, with early adopter royalty fees of 3% of sales and engineering fees equal to 3% of construction costs until scaling-up to 250,000 MTPY, including initial upfront payments of $2,500,000 payable upon execution of each site-specific applicable license.

 

The SACL facilities will have an estimated total construction cost of about $2.4 billion and produce over 160 million gallons per year of gasoline, SAF, and other renewable fuels from lignocellulosic biomass (on a gasoline gallon equivalent basis (“GGE”)), and about 140 million GGE from vegetable oils, with over $1.5 billion per year in sales at current market prices.

 

Best-in-Class Yield and Carbon Intensity

 

Comstock Fuels offers advanced lignocellulosic biomass refining solutions that produce market-leading yields of cellulosic ethanol, gasoline, renewable diesel, sustainable aviation fuel, and other renewable fuels at extremely low carbon intensities. The Comstock Fuels process generally involves: (1) digestion and fractionation of lignocellulosic biomass, (2) bioconversion of cellulose into Cellulosic Ethanol, (3) esterification of lignin and other derivatives into Bioleum Oil, (4) hydrodeoxygenation of Bioleum Oil into Hydrodeoxygenated Bioleum Oil (“HBO”), (5) refining of these extremely low carbon oils and fuels into ASTM compliant renewable fuels, and (6) gas-to-liquids emissions capture and fuel conversion. The first five of these processes are proven to produce up to 125 GGEs per dry metric ton of feedstock on a gasoline gallon equivalent basis, depending on feedstock, lignin content, site conditions, and other process parameters, with extremely low carbon intensity scores of 15.

 

Wide Open Market, Unprecedented Results

 

“Comstock Fuels’ breakthrough yields unlock an abundant, available and efficient feedstock source that enables extraordinary new opportunities for renewable fuels project developers, especially given the ongoing global surge in demand for sustainable aviation fuel,” said Garry Millar, SACL’s founder and director. “The Comstock Fuels process uses proven, off-the-shelf equipment and standard refining processes to convert woody biomass, such as plantation grown eucalyptus in our case, into renewable intermediates and fuels that leverage existing supply chains. We are excited by this collaboration, and we are looking forward to working with the Comstock Fuels’ team and our local stakeholders to develop each of our projects and more.”

 

 

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“SACL’s team has rapidly advanced their projects, and we look forward to accelerating their objectives as we position our technologies as the leading global solution for sustainable, extremely low carbon renewable fuels,” stated David Winsness, president of Comstock Fuels. “We are concurrently executing on our own plan to build, own, and operate our first four facilities in the U.S., including an initial 50,000 MTPY Commercial Demonstration Scale Facility followed rapidly by three 1,000,000 MTPY Commercial Scale Facilities. Collectively, our planned U.S. facilities will produce upwards of 700 million GGE per year of renewable fuels, including approximately 400 million GGE from woody biomass and another approximately 300 million GGE from vegetable oils. Between SACL and our initial plans alone, we are pushing nearly 1 billion GGE per year of initial renewable fuel production from our solutions before considering all of the other projects and licensees in our pipeline.”

 

About SACL Pte. Limited

 

SACL is a Singapore-based project development and management company that intends to develop renewable energy projects in Australia and New Zealand. To learn more, please visit www.saclimited.com.

 

About Comstock Inc.

 

Comstock (NYSE: LODE) commercializes technologies that enable systemic decarbonization and accelerate the energy transition by efficiently converting under-utilized natural resources into renewable energy products, and by leveraging physics based artificial intelligence for more efficient and effective mineral and materials discovery. To learn more, please visit www.comstock.inc.

 

Comstock Social Media Policy

 

Comstock Inc. has used, and intends to continue using, its investor relations link and main website at www.comstock.inc in addition to its Twitter, LinkedIn and YouTube accounts, as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

 

Contacts

 

For investor inquiries:

RB Milestone Group LLC

Tel [phone]

[e-mail]

 

For media inquiries or questions:

Comstock Inc., Zach Spencer

Tel [phone]

[e-mail]

 

 

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Forward-Looking Statements

 

This press release and any related calls or discussions may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “would,” “potential” and similar expressions identify forward-looking statements but are not the exclusive means of doing so. Forward-looking statements include statements about matters such as: future market conditions; future explorations or acquisitions; future changes in our research, development and exploration activities; future financial, natural, and social gains; future prices and sales of, and demand for, our products and services; land entitlements and uses; permits; production capacity and operations; operating and overhead costs; future capital expenditures and their impact on us; operational and management changes (including changes in the Board of Directors); changes in business strategies, planning and tactics; future employment and contributions of personnel, including consultants; future land and asset sales; investments, acquisitions, joint ventures, strategic alliances, business combinations, operational, tax, financial and restructuring initiatives, including the nature, timing and accounting for restructuring charges, derivative assets and liabilities and the impact thereof; contingencies; litigation, administrative or arbitration proceedings; environmental compliance and changes in the regulatory environment; offerings, limitations on sales or offering of equity or debt securities, including asset sales and associated costs; business opportunities, growth rates, future working capital, needs, revenues, variable costs, throughput rates, operating expenses, debt levels, cash flows, margins, taxes and earnings. These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical and current trends, current conditions, possible future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations or warranties and are subject to risks and uncertainties, many of which are unforeseeable and beyond our control and could cause actual results, developments, and business decisions to differ materially from those contemplated by such forward-looking statements. Some of those risks and uncertainties include the risk factors set forth in our filings with the SEC and the following: adverse effects of climate changes or natural disasters; adverse effects of global or regional pandemic disease spread or other crises; global economic and capital market uncertainties; the speculative nature of gold or mineral exploration, and lithium, nickel and cobalt recycling, including risks of diminishing quantities or grades of qualified resources; operational or technical difficulties in connection with exploration, metal recycling, processing or mining activities; costs, hazards and uncertainties associated with precious and other metal based activities, including environmentally friendly and economically enhancing clean mining and processing technologies, precious metal exploration, resource development, economic feasibility assessment and cash generating mineral production; costs, hazards and uncertainties associated with metal recycling, processing or mining activities; contests over our title to properties; potential dilution to our stockholders from our stock issuances, recapitalization and balance sheet restructuring activities; potential inability to comply with applicable government regulations or law; adoption of or changes in legislation or regulations adversely affecting our businesses; permitting constraints or delays; challenges to, or potential inability to, achieve the benefits of business opportunities that may be presented to, or pursued by, us, including those involving battery technology and efficacy, quantum computing and generative artificial intelligence supported advanced materials development, development of cellulosic technology in bio-fuels and related material production; commercialization of cellulosic technology in bio-fuels and generative artificial intelligence development services; ability to successfully identify, finance, complete and integrate acquisitions, joint ventures, strategic alliances, business combinations, asset sales, and investments that we may be party to in the future; changes in the United States or other monetary or fiscal policies or regulations; interruptions in our production capabilities due to capital constraints; equipment failures; fluctuation of prices for gold or certain other commodities (such as silver, zinc, lithium, nickel, cobalt, cyanide, water, diesel, gasoline and alternative fuels and electricity); changes in generally accepted accounting principles; adverse effects of war, mass shooting, terrorism and geopolitical events; potential inability to implement our business strategies; potential inability to grow revenues; potential inability to attract and retain key personnel; interruptions in delivery of critical supplies, equipment and raw materials due to credit or other limitations imposed by vendors; assertion of claims, lawsuits and proceedings against us; potential inability to satisfy debt and lease obligations; potential inability to maintain an effective system of internal controls over financial reporting; potential inability or failure to timely file periodic reports with the Securities and Exchange Commission; potential inability to list our securities on any securities exchange or market or maintain the listing of our securities; and work stoppages or other labor difficulties. Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows, or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Except as may be required by securities or other law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Neither this press release nor any related calls or discussions constitutes an offer to sell, the solicitation of an offer to buy or a recommendation with respect to any securities of the Company, the fund, or any other issuer.

 

 

Document And Entity Information	Sep. 18, 2024
Document Information [Line Items]
Entity, Registrant Name	COMSTOCK INC.
Document, Type	8-K
Document, Period End Date	Sep. 18, 2024
Entity, Incorporation, State or Country Code	NV
Entity, File Number	001-35200
Entity, Tax Identification Number	65-0955118
Entity, Address, Address Line One	117 American Flat Road
Entity, Address, City or Town	Virginia City
Entity, Address, State or Province	NV
Entity, Address, Postal Zip Code	89440
City Area Code	775
Local Phone Number	847-5272
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	LODE
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001120970

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