This is a transformative divestiture that unlocks non-dilutive capital and eliminates ongoing mining liabilities. Monitor for TSX-V approval and closing in early July. The retained 1.5% NSR royalty and $10M contingent payment provide upside exposure to Mackay's exploration success. The $7M secured deferred payment within 18 months adds a near-term cash catalyst. The 4-day insider buying cluster ($1.8M) ahead of this filing suggests confidence in the strategic pivot.
Price Chart
Executive Summary
Comstock Inc. has entered into a definitive agreement to sell 100% of its legacy mining assets (Comstock Mining LLC, Comstock Processing LLC, Comstock Exploration and Development LLC, and Comstock Real Estate Inc.) to Mackay Precious Metals Inc. for total consideration valued at over $45 million, including $20M cash at close, 2M shares of Mackay Gold & Silver Corp. (MACK) stock, a $7M secured deferred payment, assumption of reclamation liabilities, a retained 1.5% NSR royalty, and a $10M contingent payment tied to a mine construction decision or change of control. The transaction marks a strategic pivot away from hard-rock mining toward renewable metals and materials, with Comstock expecting over $1.5M in annualized cost savings.
Key Financial Metrics
Key Facts
- Total transaction value exceeds $45M including $20M cash at close, 2M Mackay shares (~$3.5M), $7M secured deferred payment, assumption of reclamation liabilities, 1.5% NSR royalty, and $10M contingent payment
- Comstock retains a 1.5% NSR royalty on all minerals produced from the sold properties, with a buyback option for Mackay at $3.5M ($7M if contingent payment not triggered)
- Comstock expects over $1.5M in annualized cost savings from shedding legacy mining asset maintenance and compliance costs
- Transaction follows prior $3.85M sale of Northern Targets to Mackay in December 2024 and builds on a leasing relationship since June 2023
- Closing expected in early July 2026, subject to TSX Venture Exchange approval
- Second Tranche Payment of $7M due within 18 months, secured by a Deed of Trust on the properties, bearing 12% interest after due date
- Contingent Payment of $10M triggered if Mackay makes a mine construction decision or undergoes a change of control with consideration ≥$500M within 7 years
Financial Impact
Over $45M total consideration including $20M cash, ~$3.5M in Mackay stock, $7M deferred payment, plus retained royalty and $10M contingent payment; over $1.5M annual cost savings
Risk Factors
- TSX Venture Exchange approval is a condition to closing; delay or denial would be negative
- Mackay's ability to pay the $7M Second Tranche Payment within 18 months depends on its financing and operations
- The contingent $10M payment is uncertain and may never materialize if no mine construction or change of control occurs within 7 years
- The retained NSR royalty is subject to Mackay's buyback option at $3.5M, capping upside if exercised early
- The sold entities operate within the Carson River Mercury Superfund Site, creating environmental liability risk for the buyer
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001437749-26-021491 |
| Exhibit: ex_980113.htm | 0001437749-26-021491 |
| Exhibit: ex_980179.htm | 0001437749-26-021491 |
| Exhibit: ex_980115.htm | 0001437749-26-021491 |
| Document: lode20260623_8k.htm | 0001437749-26-021491 |
| Document: 0001437749-26-021491-index-headers.html | 0001437749-26-021491 |
| Document: 0001437749-26-021491-index.html | 0001437749-26-021491 |
| Document: 0001437749-26-021491.txt | 0001437749-26-021491 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 16, 2026 10d ago | SC 13D/A | $1.75 $1.69 | ▲ +3.43% | ▲ +3.28% | $1.69 (+3.43%) |
Sep 24, 2026 4w ago | Press Release | $2.56 $2.25 | ▼ −12.11% | ▼ −11.69% | $1.69 (−33.98%) |
Sep 22, 2026 4w ago | Institutional Cluster | $2.76 $2.35 | ▼ −14.86% | ▼ −13.67% | $1.69 (−38.77%) |
Sep 16, 2026 5w ago | SC 13D/A | $2.63 $2.56 | ▲ +2.66% | ▲ +3.26% | $1.69 (+35.74%) |
Jul 23, 2026 13w ago | Press Release | $3.00 $2.79 | ▼ −7.00% | ▼ −7.37% | $1.69 (−43.67%) |
Jul 4, 2026 16w ago | Institutional Cluster | $4.08 $4.34 | ▲ +6.37% | ▲ +5.88% | $1.69 (−58.58%) |
Jun 24, 2026 17w ago | Press Release | $4.11 $3.99 | ▼ −2.92% | ▼ −4.63% | $1.69 (−58.88%) |
Jun 24, 2026 17w ago | 8-K | $4.11 $3.99 | ▼ −2.92% | ▼ −4.63% | $1.69 (−58.88%) |
Jun 22, 2026 18w ago | Press Release | $4.48 $4.34 | ▼ −3.13% | ▼ −1.06% | $1.69 (−62.28%) |
Jun 17, 2026 18w ago | 8-K | $4.77 $3.98 | ▼ −16.56% | ▼ −14.90% | $1.69 (−64.57%) |
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