.2

Unaudited Pro Forma Condensed Consolidated Financial Information

On May 22, 2025, Comstock Inc. (“Comstock”) (NYSE American: LODE) announced a series of transactions with Bioleum Corporation, a newly incorporated privately held corporation, including the restructuring and settlement of certain commitments and obligations resulting from an amendment to the FPC Asset Purchase Agreement (the “FPC Amendment”) associated with the 2021 acquisition of Comstock Innovations Corporation (fka Plain Sight Innovations) and Flux Photon Corporation and the assignment and assumption of the assets and liabilities to Bioleum Corporation (the “Assignment”) that comprised the former Comstock’s Fuels division.

Bioleum Corporation expects to complete the Convertible Preferred Stock Series A (“CPS Series A”) round before the end of the 2025 third quarter and Comstock expects to complete the transfer to Bioleum Corporation all of the financial activities and positions associated with the entities comprising its former Fuels division before the end of the 2025 second quarter. The associated financial activities and positions are then expected to be deconsolidated from Comstock’s consolidated financial statements.

FPC Amendment

As a prerequisite to the CPS Series A and the Assignment, Comstock amended its asset purchase agreement with Flux Photon Corporation (“FPC”), originally entered into in 2021, which included an original earn-out obligation of $18 million to be paid from a percentage of Comstock’s future cash flows. Prior to the Assignment, Comstock’s Board of Directors approved the FPC Amendment of certain remaining obligations under this asset purchase agreement, involving the issuance of 1,700,000 common shares to FPC obligors and 300,000 to affiliates of FPC to settle $10 million of the earn-out and other commitments. Comstock also approved the settlement of an additional commitment of future monthly cash payments, up to approximately $2.5 million over the next 24 months and further consideration not to exceed $5,650,000 over the next seven years. These cash payments will be made in direct exchange for Comstock receiving additional Bioleum Corporation CPS Series A shares. Additional transaction details are described in the accompanying footnotes.

Assignment

The assignment and assumption to Bioleum Corporation of the assets and liabilities contained within the following formerly wholly owned Comstock subsidiaries that comprised its former Fuels division:

The unaudited pro forma condensed consolidated financial information (the “Pro Forma Financial Information”) included herein has been prepared to illustrate the estimated impact of the FPC Amendment and the Assignment of the former Fuels division on Comstock’s historical financial position and results of operations. The Pro Forma Financial Information is based on Comstock’s historical consolidated financial statements adjusted to reflect the FPC Amendment and the Assignment as if they had occurred on:

Beginning with Comstock’s Quarterly Report on Form 10-Q for the six months ending June 30, 2025, we believe the results of operations for the transferred division will be reported as discontinued operations.

The Pro Forma Financial Information should be read in conjunction with:

The adjustments included in the Pro Forma Financial Information are based on currently available information and assumptions that management believes to be reasonable and supportable. Actual financial results may differ from the pro forma information due to changes in the final terms of the transaction, estimates, or other factors.

For Pro Forma Financial Information purposes, Comstock’s investment in Bioleum Corporation has an estimated carrying value of approximately $65.0 million. This amount reflects Comstock’s initial investment—made through the issuance of its common stock, which occurred in 2021—in the subsidiary entities comprising the Fuels division, as well as subsequent costs incurred, including cash outlays related to innovations, engineering, investments, working capital and other general purposes for the Fuels division. It is believed that this amount will approximate the fair value of the investment as of the date of transfer.

Comstock intends to finalize the determination of the estimated fair value of its investment in Bioleum Corporation upon the completion of the transfer and using the most current and relevant data available at that time. An independent valuation will be obtained in connection with this final determination.

The estimated fair value utilized for preparing the Pro Forma Financial Information is subject to significant estimation uncertainty and may materially differ from the actual fair value determined at the time of the transfer. Any such difference could directly impact the recorded investment balance and any gain or loss recognized upon deconsolidation of the Fuels division.

The Pro Forma Financial Information is presented for informational purposes only and does not purport to represent what Comstock’s actual financial position or results of operations would have been had the transfer occurred as of the dates indicated. Furthermore, it is not indicative of future financial performance. All material pro forma adjustments and underlying assumptions are described in detail in the accompanying notes to the unaudited condensed consolidated pro forma financial information.

COMSTOCK INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

March 31, 2025

See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Information.

COMSTOCK INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (Continued)

March 31, 2025

See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Information.

COMSTOCK INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Three-Months Ended March 31, 2025

See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Information.

COMSTOCK INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2024

See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Information.

COMSTOCK INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2023

See accompanying notes to Unaudited Pro Forma Condensed Consolidated Financial Information.

COMSTOCK INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The Comstock Inc. (“Comstock”) historical financial information was referenced from Comstock’s Annual Reports on Form 10-K for the years ended December 31, 2024 and 2023, and its Quarterly Report on Form 10-Q for the three-months ended March 31, 2025. Certain historical consolidated financial information has been condensed for the purpose of these pro forma condensed consolidated financial information. The Pro Forma Financial Information should be read in conjunction with the historical consolidated financial statements and related notes thereto of Comstock.

The Pro Forma Balance Sheet is presented as if the FPC Amendment and the Assignment had been completed on March 31, 2025. The Pro Forma Statements of Operation are presented as if the FPC Amendment and the Assignment had been completed on January 1, 2023.

The FPC Amendment and Assignment and related adjustments are described in the accompanying notes and are based on currently available information. All material adjustments have been made that are necessary to present fairly the Pro Forma Financial Information, in accordance with Article 11 of Regulation S-X of the SEC. The Pro Forma Financial Information does not purport to represent what Comstock’s financial position or results of operations would have been if the transactions had actually occurred on the dates indicated, nor are they indicative of Comstock’s future financial position or results of operations. Actual results may differ materially from the assumptions and estimates reflected in the Pro Forma Financial Information.

PRO FORMA ADJUSTMENTS

Adjustments included in the “Transaction Accounting Adjustments” column reflect the impact of the amendment to the FPC Asset Purchase Agreement (the "FPC Earn-Out Settlement Adjustments") and the impact of the Assignment (the “Assignment Adjustments”). 

The presented adjustments are not tax-effected, as Comstock's net deferred tax assets - both including and excluding the Bioleum Corporation-related activity and balances - are fully offset by a valuation allowance, resulting in an effective tax rate of zero.  

Transaction Accounting Adjustments – FPC Earn-Out Settlement Adjustments

(a) - In connection with entering into the FPC Amendment, Comstock agreed to amend the FPC Asset Purchase Agreement to issue 2,000,000 shares of common shares (the “Settlement Shares”), 1,700,000 of such shares will go towards settling $10.0 million with true up provisions for any proceeds received by FPC that are below or in excess of $10.0 million, and the other 300,000 additional shares to settle $750,000 in certain FPC affiliates. The anticipated additional 2,000,000 shares resulted in an overall impact to common stock at par of $1,332 and additional paid-in capital of $4,896,668 based on a trading price of $2.44 on March 31, 2025. 

As a result of the 1,700,000 and 300,000 share issuances noted above, Comstock recognized a $10,750,000 intangible asset with a 10-year estimated useful life. Amortization expense related to the FPC Earn Out intangible asset would be $268,750, $1,075,000, and $1,075,000 for the three-months ended March 31, 2025 and the years ended December 31, 2024 and 2025, respectively. 

At March 31, 2025, the 1,700,000 shares subject to the $10.0 million true-up, resulted in a derivative liability of $5,852,000 based on a trading price of $2.44 on March 31, 2025. Additionally, based on the changes in share price at each reporting period end, Comstock would have incurred a $4.6 million gain on derivative valuation for the year-ended December 31, 2023, a $4.3 million gain on derivative valuation for the year-ended December 31, 2024, and a $9.5 million loss on derivative valuation for the three-months ended March 31, 2025. The fair value of the derivative was based on a trading price at March 31, 2025, December 31, 2024 and December 31, 2023 of $2.44, $8.00 and $5.50, respectively.

Pro forma basic and diluted earnings (loss) per share and pro forma weighted-average basic and diluted shares outstanding for the three-months ended March 31, 2025, and the years ended December 31, 2024 and 2023, reflect the number of shares of Comstock Inc. common stock which will be issued per the amendments to the FPC Asset Purchase Agreement of 2,000,000 shares.

(b) – Reflects a $6,050,000 cash obligation for future equity funding with a portion paid by Comstock at a rate equal to $120,000 per month for 18 months, $60,000 per month thereafter, together with payments equaling 2% of financing raised by Bioleum Corporation and its subsidiaries, until such time as the entire $6,050,000 is paid in full by and between both Comstock and Bioleum Corporation, in full settlement of the earn out. Bioleum Corporation agreed to issue shares of Series A Preferred Stock to Comstock in exchange for all of the cash payments made by Comstock to FPC pursuant to the FPC Amendment. As of the date of this filing, Bioleum Corporation raised an additional $20 million in third party investment reducing the $6,050,000 cash obligation immediately by 2% of that related financing raised for a total cash obligation of $5,650,000, recorded as additional Investment in Bioleum - Series A on the balance sheet at March 31, 2025 with a related short-term and long-term liability. The short-term a liability was calculated as $1,440,000, representative of twelve months of activity at a guaranteed cash rate of $120,000 per month with the remaining $4,210,000 recorded as a long-term liability. 

Transaction Accounting Adjustments – Assignment Adjustments

All Assignment Adjustments reflect the removal of Comstock’s Fuels Division balances for assets and liabilities as well as income statement activity for each respective period-end, with the exception of the following:

(c) - Reflects the estimated fair value of Comstock’s investment in Bioleum Corporation of $65.0 million consisting of the following.

Comstock anticipates that its Investment in Bioleum Corporation will be less than 20% of total equity in Bioleum Corporation and the investment will be accounted for on the cost basis. Management believes that Bioleum Corporation is a variable interest entity ("VIE") but after the Assignment is complete, Comstock will not be the primary beneficiary of the VIE. 

The estimated fair value of this investment as of the Pro Forma Balance Sheet date is approximately $65.0 million and has been used to reflect the calculation of the impact of the Assignment in the Pro Forma Financial Information and related adjustments.

This fair value estimate is preliminary and based on internally developed assessments associated with costs incurred by Comstock. Due to the absence of published information regarding the value of Bioleum Corporation at the time of this filing, significant judgment was required in estimating fair value, and actual results may differ materially.

A change of +/- 20% in the estimated fair value of the investment would result in a corresponding change of +/- $13.0 million in the recognized gain (loss) in the Pro Forma Financial Information and related adjustments. This change would also affect shareholders’ equity and other related metrics accordingly. These estimates are subject to change and may be updated upon receipt of additional information or upon completion of the Assignment and any related valuation prepared by specialists.

(d) - Reflects estimated non-recurring transaction costs of $200,000 related to the Assignment, including fees paid for financial advisory, legal and other professional services, as follows:

For the year ended December 31, 2023, Comstock’s pro forma statement of operations includes $200,000 of non-recurring transaction costs included other income (expense).

(e) – Reflects an adjustment of $10,750,000 (a) in additional intangible asset at the Fuels Division level, calculated as follows:

(f) – Reflects an adjustment for amortization expense on the $10,750,000 intangible asset, by period, calculated as follows:

(g) – Reflects estimated loss on assignment as of December 31, 2023, as a result of the Assignment, calculated as follows: