Comstock Announces Reverse Stock Split

Rhea-AI Summary

Comstock (NYSE: LODE) announced a 1-for-10 reverse stock split effective February 24, 2025, with trading on a split-adjusted basis beginning February 25, 2025. The move will reduce outstanding shares from approximately 237,675,779 to 23,767,578, while maintaining the authorized share count at 245,000,000.

The reverse split, approved by shareholders on February 14, 2025, will not alter stockholders' percentage ownership in the company, except for fractional shares which will be rounded up. Proportional adjustments will be made to equity compensation plans and outstanding warrants. The stock will continue trading under the symbol 'LODE' but with a new CUSIP number 205750409.

Management highlighted growth opportunities in Fuels and Metals divisions, noting attraction of sophisticated partners evaluating direct investments and deeper integrations.

Positive

• Shareholder approval obtained for reverse split, indicating strong investor support
• Company reports attraction of sophisticated partners considering direct investments
• Growth opportunities in Fuels and Metals divisions exceeding original expectations

Negative

• Implementation of reverse stock split often indicates share price concerns
• Maintaining same authorized share count despite reduction in outstanding shares could enable future dilution

Insights

Financial Restructuring Analyst

This reverse stock split announcement carries several critical implications for investors and the company's strategic positioning. The 1-for-10 ratio will mechanically adjust the share price upward by a factor of 10, while reducing the outstanding share count to approximately 23.8 million shares. Notably, the company's decision to maintain its 245 million authorized shares post-split creates a significant overhead capacity that could enable substantial future capital raising.

The structural dynamics of this corporate action deserve careful scrutiny. While reverse splits are often implemented to maintain exchange listing requirements or improve institutional investor accessibility, they typically signal underlying challenges. The maintenance of such a large authorized share count relative to post-split outstanding shares (roughly 10x) suggests potential future dilution risks that investors should monitor closely.

The timing of this move aligns with the company's strategic pivot toward renewable energy technologies and resource extraction. Management's emphasis on sophisticated partnerships and potential direct investments indicates they're positioning for capital-intensive growth initiatives. The split could facilitate these strategic objectives by:

• Creating a more attractive share price point for institutional investors
• Improving trading dynamics and reducing volatility
• Maintaining NYSE American listing compliance
• Providing flexibility for future capital raising or strategic transactions

For existing shareholders, while their ownership percentage remains unchanged (except for fractional share rounding), the reduced float could impact trading liquidity. The company's provision for rounding up fractional shares to the nearest whole share is a minor positive for small shareholders, though its impact will be minimal given the split ratio.

The retention of the full authorized share count post-split warrants particular attention. This structure provides significant flexibility for future issuance but also represents potential dilution risk that could impact long-term shareholder value. The company's ability to execute on its growth initiatives in both Fuels and Metals divisions will be important in justifying this corporate action beyond mere technical compliance.

VIRGINIA CITY, Nev., Feb. 14, 2025 (GLOBE NEWSWIRE) -- Comstock Inc. ("Comstock") (NYSE American: LODE), a leading innovator of renewable energy-enabling technologies that contribute to energy abundance by efficiently extracting and converting under-utilized natural resources today announced a reverse split of its common stock, $0.000666 par value (“Common Stock”), at a ratio of 1-for-10 (the “Reverse Split”), effective February 24, 2025, and that the Common Stock will begin trading on a split-adjusted basis when the market opens on February 25, 2025, resulting in approximately 23,767,578 shares outstanding.

Under Nevada law, because the Reverse Split was approved by the shareholders of the Company on February 14, 2025, and in accordance with NRS Section 78.2055, the Company may effect the Reverse Split without correspondingly decreasing the number of authorized shares. As described herein, the Company has complied with these requirements. Comstock’s authorized number of shares of Common Stock remains unchanged at 245,000,000. The Common Stock will continue to trade on the NYSE American under the trading symbol "LODE" but will trade under the new CUSIP number 205750409.

"The growth opportunities for both Fuels and Metals have developed well beyond our original expectations, and we have attracted some of the most sophisticated partners, for feedstocks, technologies, operations, governments, and refining and offtake, with many now evaluating direct investments, and in multiple cases exploring deeper and more meaningful integrations with our system,” stated Corrado De Gasperis, Executive Chairman and Chief Executive Officer. “With this extraordinarily strong supporting vote, our existing shareholders have overwhelmingly supported our plans for effectively and responsibly capitalizing on our immediate opportunities and sharing in the potential for creating two unprecedented companies that turn the image of an oil well that never stops producing and a silver mine that never stops producing, into our new reality. It is just getting started.”

The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. The reverse stock split will reduce the number of issued shares of the Company's common stock from approximately 237,675,779 shares to approximately 23,767,578 shares. Proportional adjustments will be made to the number of shares of the Comstock's common stock issuable under its equity compensation plans and upon exercise or conversion of outstanding warrants, as well as the applicable exercise prices. Stockholders whose shares are held in brokerage accounts should direct any questions concerning the reverse stock split to their broker.

The Company's transfer agent, EQ Equiniti, will provide instructions to stockholders regarding the process for exchanging certificated shares. No fractional shares will be issued as a result of the Reverse Split as any fractional shares resulting from the Reverse Split will be rounded up to the nearest whole share. All stockholders of record may direct questions to the Company's transfer agent, EQ Equiniti toll-free at 1-866-877-6270.

The Company will file the final tabulation of the special meeting proposal on Form 8-K on February 18, 2025.

About Comstock Inc.

Comstock Inc. (NYSE: LODE) innovates and commercializes technologies that are deployable across entire industries to contribute to energy abundance by efficiently extracting and converting under-utilized natural resources, such as waste and other forms of woody biomass into renewable fuels, and end-of-life electronics into recovered electrification metals. Comstock’s innovations group is also developing and using artificial intelligence technologies for advanced materials development and mineral discovery for sustainable mining. 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 (203) 487-2759
ir@comstockinc.com

For media inquiries or questions:
Tracy Saville
Comstock Inc.
(775) 847-7573
media@comstockinc.com

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.

FAQ

What is the ratio of Comstock's (LODE) reverse stock split announced for February 2025?

Comstock announced a 1-for-10 reverse stock split, effective February 24, 2025.

How many shares will LODE have outstanding after the February 2025 reverse split?

After the reverse split, Comstock will have approximately 23,767,578 shares outstanding, reduced from 237,675,779 shares.

When will LODE stock begin trading on a split-adjusted basis?

LODE stock will begin trading on a split-adjusted basis when the market opens on February 25, 2025.

Will LODE shareholders receive fractional shares from the 2025 reverse split?

No, fractional shares resulting from the reverse split will be rounded up to the nearest whole share.

How many authorized shares will LODE have after the February 2025 reverse split?

Comstock's authorized shares will remain unchanged at 245,000,000 following the reverse split.