Comstock - Earnings Call - Q1 2025

Executive Summary

• Q1 2025 marked an inflection in Metals: invoiced billings reached $1.34M (with $0.60M deferred), driven by the new RWE Clean Energy MSA and 4M+ lbs of intake; management raised 2025 Metals billable revenue guidance to over $3M, up from ~$2.5M prior.
• Fuels advanced strategic financing and commercialization: Marathon contributed $13M of payment‑in‑kind assets (Madison facility) plus $1M cash commitment tied to the Series A, with the Series A targeted at ≥$50M and a $700M valuation cap for Fuels; Oklahoma allocated $152M project activity bonds.
• Q1 GAAP results reflect scale-up spend: revenues rose to $0.79M (+85% YoY), but net loss widened to $9.09M on R&D and demo under‑absorption; Metals P&L recognized $0.75M revenue with $0.76M deferred, given installation work and three-shift ramp.
• Certification and quality signals: Comstock Metals became the first solar panel recycler in North America certified to R2v3/RIOS Appendix G (zero‑landfill, 100% materials reuse), strengthening customer adoption and pricing power.
• Near‑term catalysts: storage permit (Q2), state permit for industry-scale facility (Q4), additional MSAs, Fuels Series A closing and offtake agreement with Marathon; potential Fuels spin‑out to unlock value.

What Went Well and What Went Wrong

What Went Well

• Metals commercialization: invoiced $1.34M vs “just over $350k” in Q4; recognized ~$0.75M in Q1 P&L with ~$0.75M deferred, evidencing robust demand and billing momentum.
• Strategic partnerships: RWE Clean Energy MSA designates Comstock Metals a preferred partner; 4M+ lbs of materials received; intake and decommissioning revenues rising.
• Quality moat: first‑ever R2v3/RIOS Appendix G certification validates zero‑landfill, 100% commodity‑ready outputs (glass, aluminum, fines), enhancing compliance and customer trust—“100% zero landfill solution”.

What Went Wrong

• Loss widened: net loss of $9.09M (vs $6.92M prior year) on higher R&D ($3.30M, including $1.49M non‑cash stock consideration to AST) and demo facility under‑utilization during air‑quality system installs.
• Gross margin negative: COGS exceeded revenue as the demo facility is too small to absorb scale‑up investment; management expects robust cash margins at industry scale.
• Financing overhang: reliance on the Kips Bay convertible note (remaining principal $4.35M after April‑May conversions), though management aims to transition away from convertibles post Series A.

Transcript

William McCarthy (COO)

Good afternoon. Thank you for joining us today for Comstock's First Quarter 2025 earnings call and business update. I'm William McCarthy. Today is Thursday, May 8th, 2025. We're streaming live today, and the session is being recorded. A replay will be posted shortly after we adjourn in the Investor Relations section of our website. The address is comstock.inc/investors. Earlier today, we filed our Form 10Q for the quarter ended March 31st, 2025, and we issued a press release summarizing first quarter results. Both documents are available on our website, again, comstock.inc/investors. As a reminder, Comstock is listed on the NYSE American. Our ticker is LODE. That's L-O-D-E. Joining me today is Corrado DeGasperis, Comstock's Executive Chairman and Chief Executive Officer.

During the prepared remarks, we'll cover three areas, including financial and operating performance, integration milestones across our renewable fuels and critical materials platforms, and our strategic outlook for the balance of 2025. After our prepared remarks, we'll take questions. We appreciate that you submitted over 50 questions in advance of the call. If you do have additional questions during the call, please use the Zoom Q&A window, and we'll address as many as possible in the time we have. Today's discussion will include forward-looking statements. Actual results may differ materially due to risks and uncertainties detailed in our SEC filings. Full risk disclosures can be found in those documents available on the SEC filings page of our Investor Relations website at comstock.inc/investors. With that, it's now my pleasure to introduce our Executive Chairman and Chief Executive Officer, Corrado DeGasperis. Corrado, the floor is yours.

Corrado DeGasperis (Executive Chairman and CEO)

Thanks, Billy, and welcome everyone to the Q1 2025 business update. The quarter was packed with a lot of activity. Let's start with the first area, financial and operating performance, as Billy said, where all of our actions have really been directed to positioning these companies for growth. That is where I'm going to focus the discussion. The growth profile for both Comstock Fuels and Comstock Metals is rapidly developing, and we've now attracted keen and aligned capital into our existing shareholder base. We feel quite fortunate when we look at the top five, the top ten, even our top 50 shareholders. I've spoken to most of you directly over the past few months, and I just wanted to thank you for listening and, frankly, participating in your own way as we all work diligently towards our goal.

We're also engaged with some of the most sophisticated industry partners for technology, like NREL, feedstock, like Hexas, operations, like Marathon, customers like RWE, offtake, again, like Marathon, and many others, and with some now near final in their diligence on direct investments through the Fuels Series A, while we simultaneously explore deeper integrations and strategic transactions with these same companies. None of this would have been possible without the increase in our authorized shares that we effected back in February, and I appreciate everyone's effort in getting that completed during the first quarter. The company's authorized share capacity is now properly repositioned for safely capitalizing on all of these opportunities.

We subsequently completed two successful settlements of our prior outstanding commitments that resulted primarily from the acquisitions of our core IP for Fuels, including our Wausau, Wisconsin assets, and even some of the recycling technologies that we've been instrumental in advancing for both Fuels and the metals businesses. We eliminated significant upcoming cash payments with those transactions, and in both instances, we even negotiated a nearly $1 million reduction in the overall commitment and recorded that financial gain in our first quarter results. We did do this by issuing just under 1.8 million shares of common stock. If, when liquidated by the counterparties, more than the remaining commitments, then that excess would be returned to us in remaining shares or even possibly cash. One of those transactions also resulted in a spike in our R&D expense during the first quarter.

Overall, R&D increased by $2.4 million in Q1 compared to the prior year, and the takeout of one of those obligations was the reason that we had to record a one-time $1.5 million non-cash expense charge to R&D during the quarter. Our R&D spending was otherwise still up by about another $900,000 compared to prior year, and there's even a better—there's an even better story here. About half of that increase comes from the aggressive ongoing collaborations with the National Renewable Energy Laboratory, or NREL, where we're pursuing higher yields, lower operating and capital costs, and the possibility of shattering the blend wall for synthesized aviation fuel, or SAF. Additionally, to a much lesser extent, we increased R&D spending due to the acquisition of the Madison facility during Q1.

These transactions have not only—all of these transactions, as we roll that all up together—have not only created a world-class, integrated Wisconsin-based product development platform, but it has also catapulted our leadership and intellectual property for these lignocellulosic technologies, wherein we now have consolidated and integrated a system of interdependent IP that seems nearly impossible to replicate. I've heard some of you say it's impenetrable, but I would maybe better suggest irreplicable. In either characterization, our active IP portfolio, it's just remarkable, to say the least. One last point on R&D and innovations. We're extremely pleased to announce that we recently hired Dr. Elvis Ebekade into our newly created position of Director of Aviation for Comstock Fuels, who will lead all of our SAF initiatives. Dr. Ebekade was recently a leader at Southwest Airlines for their commercial SAF initiatives and, remarkably, is also a leading lignocellulosic material scientist.

Even cooler, his first name is legitimately Elvis. Our Fuels team will have a more comprehensive release on this expanding team and the roles very, very soon, as it's all being synchronized with the prerequisites that we're working on with the Series A efforts. However, just to say that between our own remarkable scientists, chemists, engineers led by David Winsness, who's our now newly appointed Chief Technology Officer for Fuels, Kevin Kreisler, who leads Fuels, and Rahul Bobbilli, our Chief Engineer, plus the recent integration of an incredibly experienced biofuels product development team consisting of the great engineers and chemists from the former Marathon/Viron/Madison operation. There's just too many to name today. Although, let me—let me just try it. You know, Andrew, Dana, Colin, Kaylee, David, Rory, Tucker, Maher, Patrick, another David, David, two Davids. Yes, I got it. But when you add Dr.

Samek and his team at RenFuel, plus Dr. Beckham and his team at NREL, and now Dr. Ebekade, Elvis joining us in just a few weeks, I mean, you're really witnessing the assembly of an unprecedented biofuels technical team. I think, you know, we're humble in most respects, but honestly, with this team, which is growing rapidly, we may already be peerless in this—in this industry. Despite growing, our team administrative costs were down by nearly 10% compared to the prior quarter of last year, or about $300,000. We also made nearly $1 million in equity-based investments between Hexas and RenFuel over the past quarter, past three or four, maybe five months. The manner and strength that we're building these nodes into our system shouldn't be underestimated. We're integrating and enabling an unprecedented renewable biofuel system from waste to farm to fuels.

As you all know, we've also raised $10.6 million early in the first quarter from the 2025 Kip space convertible note before we affected the split. Since then, we've issued nearly 5.5 million shares and significantly reduced the outstanding balance of that note down to $4.35 million. At current prices, we'd need another $1.7 million to fully extinguish that note. We certainly don't expect and certainly hope that we're not converting that note at the current prices. Our share price is gaining traction, and we are close to closing the first tranches of the Series A, valuing Fuels significantly higher, significantly higher, higher even than the Marathon cap and effectively funding Fuels. Today, Fuels represents the substantial majority of the company's liquidity. This is a major funding and dilution relief for L.O.D.E, for us, for LODE.

We're seeing more and more long-term equity investors, new long-term equity investors, willing to invest and hold and support the company by building a stronger base of capital to go from, and that pool of new investors just keeps getting bigger. These investors, like many of our top investors, are seeing extraordinary opportunity for clean, sustainable energy, and frankly, generational wealth. We will likely see the last of those convertible notes exit during the second quarter. For us, it's good riddance, and we're happy to be getting through that. The prerequisites for the closing of the Series A included increasing our authorized shares, eliminating legacy commitments, finalizing the separation plan for Fuels. That is, how and when will we spin Fuels out?

It included aligning the management team, updating the business plans, including for Madison, including for Hexas, which required intense integration planning during and throughout the entire past quarter, and then we'll close. It's been and is a tremendous amount of work, and it's also accelerated much of the work and execution. I guess, you know, in concluding on all that, we're—we're almost there. The outstanding shares today are 28.6 million. We're actually expecting that number to be around 33 million when Fuels spins off, wherein we will lock in that number of shares for the Fuels separation and our ownership in Fuels. The last part of the financial update is on revenue and operations, and this was just fantastic.

Comstock Metals' revenue soared in the first quarter, where we received over 4 million pounds of recyclable material and invoiced $1.34 million in the quarter, as compared to just a little over $350,000 last quarter. This is nearly a four-fold increase and comes with the news that we entered into a master services agreement with RWE Clean Energy, with whom we are now partnering and partnered for the recycling, disposal, and decommissioning of RWE's solar installations. RWE is the third largest renewable energy company and a tremendous—it's the third largest renewable energy company with a tremendous Nevada and California footprint.

RWE was really looking to establish a platform for partnering comprehensively in these end-of-life solutions, and the decommissioning that we completed established, frankly, an industry standard, a case study, if you will, that both we and RWE are keen to replicate for and to into the market for all future solar installations. We originally guided the metals' 2025 revenue billings to be about $2.5 million, which in itself would have been about five times the increase from all of last year, but it seems likely now that we'll hit that number by Q3. We need to increase our guidance. We're going to increase it now to over $3 million. The outlook feels even better than that. However, we're still in an extremely early stage of market making. We're clearly winning with major customers because this market has three primary needs. First, it needs to eliminate the environmental liability.

Second, it needs to do so efficiently. Third is that the recycling service provider must be able to scale. They need scalable solutions because they have millions and millions and millions of end-of-life panels coming home to roost. By comparison, we did just a little over 80,000 panels in Q1, a drop in the proverbial bucket. Our permit submission initially enables us, with what we plan to build, to do 3.3 million panels per year, or about 100,000 tons. There is a lot of permitted headroom to grow from there, even in our first facility. Critically, the third thing that recyclers must do to meet the needs of the market is ensure that the environmental liability is fully terminated. By far, the most efficient and expedient way to accomplish this is with a zero landfill solution.

As many of you have now just read, we are the only company in North America that is R2 certified, responsible recycler by the Solar Energies Industry Association because after a full audit, we have demonstrated that our panel processing with our proprietary thermal methods produces 100% commodity-ready products, wherein all parts of the panel, including the glass, the aluminum, the fines, anything is fully recycled. 100% zero landfill, 100% materials sold, 100% materials reused, and we do it efficiently. We have an extremely low-cost operation. The biggest competitive issue in cost is transportation associated with the relative distance to transport the panels to the recycler. Even though we only have one facility today, we're currently winning business from coast to coast. For sure, we're winning in Nevada. For sure, we're winning in California, but we're even winning in Florida.

We're winning in New Jersey and in Pennsylvania, and we're also aggressively hiring and building marketing staff today as we speak. Our unit costs and our economics are excellent. The pricing for recycling is at expectation, and decommissioning revenues are growing much faster than we expected. The P&L will not show these margins today from just the demo scale facility because our operating expenses are being advanced aggressively to establish this platform, and we're focused on permitting, and we're focused on building, and we're focused on logistics and storage and market making. The facility is too small to absorb all that investment. However, at this pace, the year would still bring in net positive cash. We also installed additional scrubbing and air quality control systems during the first quarter that resulted in less processing, but much more receiving and storing.

We end up the quarter with about $750,000 in actual revenue in the P&L in Q1, but another $750,000 in deferred revenue. The cash guys do not distinguish between P&L and deferred. It is all cash, it is all bills, and it all represents money coming into the company in the second quarter. At the full industry scale, we expect robust cash margins consistent with any and all previous guidance. If anything, we are happier. We have also fully engaged, you know, with the largest customers in the market. I am talking well beyond RWE. We have at least four more master service agreements in progress. As great as the RWE success was, and it is just the tip of the iceberg, and it is great. It is just starting, and it is just happening here with metals.

Let me cover the rest of the milestones for metals and fuels, the second category that Billy referred to, and then we'll wrap it up with the outlook and go right into Q&A. In terms of the milestones, I've already covered the biggest Q1 achievements for metals, which was the securing of the RWE business, the R2 certification, and the above-expectation sales for the quarter. Let me also add that the facility has now operated for over one year. The R2 designation really provides our customers with a mature certified third-party assurance that we are the only true certified zero landfill solution. This notion of a silver mine that never stops producing is starting to come into plain sight for more and more of our stakeholders.

For Comstock Fuels, it was also an incredibly productive quarter, wherein if you can imagine, we closed on the strategic Series A investment with Marathon, likely valuing it at $700 million for the fuels business alone. This includes the acquisition of Madison, and we completed all planning for the integration of our two Wisconsin sites, Wausau and Madison, and we can now fully go from woody feedstock, which Madison could not do, to weekly barrels of fuel, which Wausau could not do, and together produce up to two barrels of fuel per week. Those plans are completed. They are fully integrated. The teams are on it, and we are working towards that, which will also allow us to advance our systems to TRL-7. We had targeted Oklahoma for TRL-7.

We can achieve TRL-7 in Wisconsin while we work on pathway approvals, while we work on ASTM product specification approvals, all in advance of Oklahoma, and gives us a world-class platform for all product and process development activities. We also earned and received the first $1 million out of $3 million total in incentive awards from Oklahoma's Quick Action Closing Fund by committing to Oklahoma, which we've fully done. The second tranche will be billed as soon as we select and commit to our first site, which we're now down to three remarkable locations and starting to negotiate the terms. We'll pick the best one. As far as I'm concerned, they're all three fantastic. It's going to be a winner. We're also executing our nearly exclusive license agreement with Hexas, and we finalized our plans for our first fuel farm with Hexas in Oklahoma.

People are still digesting the implications of Zanograss on our model as they start to understand that it can produce over 100 barrels of oil per acre per year when compared to corn that sits at only 10 barrels and soybeans that sits at two barrels per acre per year. We have effectively integrated the highest yielding perennial grown carbon with the highest yielding carbon processor. Please let that sink in. It's literally the carbon negative oil well that never stops producing. Despite the time that we spent closing Marathon, it was a lot. The time spent integrating Madison, even more. The time planning and integrating Hexas, almost as much. This quarter, most of our time has been spent advancing the Series A and we're on track for closing this quarter.

Let me wrap it up all now with the strategic outlook for the rest of 2025. First, with metals. Again, it's been operating its demo facility now for over a year, and last year we submitted permits for the first industry scale expansion. The facility is sized to expand to 100,000 tons per year, and we would anticipate initially operating it at 50,000 tons of annual capacity and then efficiently doubling that to 100,000 when the rate of end-of-life panels is secured. Likely, that second step will occur in 2026. That means we'll spend $6 million to scale up that first 50,000 tons of annual capacity. We only need an additional $3 million, again, likely in 2026, bringing that 50,000 tons to 100,000 tons.

We expect the permits for the expansion to be approved by the fourth quarter of this year. As all that's happening, we're continuing on work. We continue working on securing these additional master service agreements. That is, long-term agreements, strategic agreements, preferred partner agreements with the most meaningful national and regional customers, bringing in panels and bringing in cash flow. As we previously said, billable revenues were expected to be six to eight times greater as compared to last year or well over $3 million, with proportional future increases as we scale up the facility's capacity. Our expanded facility running at 100,000 tons a year would do $65 million-$75 million in revenues and a whole lot of cash flow for a relatively very, very low capital investment. Let me turn to the outlook for fuels.

The big objective here is standing up fuels as a separate, well-capitalized renewable fuels business through a directly financed spinout and ultimately a public offering, which means the biggest objective is closing on the Series A, and we're targeting at least $50 million in total and possibly more. The focus and funding will advance our objectives. Ultimately, fuels is looking to deliver 200 million barrels a year or over 8 billion gallons by 2035. That is an incredibly ambitious goal, and it is precedented. It's been done before. It's been done in the corn ethanol industry. It's been done by others, and it's frankly even smaller than what those other people had done, but it's big. We will also complete our site selection for the first bio refinery project in Oklahoma. That will include feedstock. That will include offtakes.

That'll occur this year, and the site selection itself will include, will come much quicker. We'll also begin securing additional and sufficient project-level funding for that first facility. That's above and beyond and after the Series A is finished. We'll also execute additional revenue-generating license and other commercial agreements that are already in the works. While we expand our integrated Madison pilot production capabilities to up to two barrels per week of intermediates and fuels, we'll be doing that at the same time because each of these projects are now staffed with dedicated teams working in a coordinated and scheduled manner. We've got a lot going on, and it's all happening. We are also, from a corporate perspective, still working very hard on monetizing the rest of the portfolio, and we've got a lot of questions that came in from a mining perspective.

We could not be happier with what's happening finally in the mining sector, but our corporate objectives for this year absolutely include monetizing that legacy real estate and the non-strategic investments for over $50 million. This has been painfully slow, but we are moving forward. We are fully engaged. Nothing is being held back, and it's actually got much more active as of late. The rapidly rising industrial silver demand, primarily driven by solar, and the ongoing geopolitical concerns have also created an incredible run-up, unprecedented run-up in gold and possibly greater setup for silver prices over the next several years, and we're seeing significant increases in strategic and financial interest in our mining assets for many things, either investing, acquiring, partnering. It's been a flurry. It seems like it's been a flurry. It's kind of remarkable.

It didn't even start until gold hit like $3,000, $3,100, but it's becoming more macro now. We're seeing it across the board. The market for juniors, you know, has literally been dead for a decade. I can tell you that from experience. I've been here for the entire 10 years since 2015 when it just dropped off and died. It's 2025, and it now seems to be awakening. Our historic world-class Nevada-based mining assets remain fully permitted, remain well, very well positioned for any type of expansion and monetization, but they're not taking precedent over metals and fuels. We're getting inquiries. We'll see what they translate into. We know what our resource in the ground is. We know that it can get bigger, but we don't have a gun to our head for those assets.

Just to summarize, we're actively attracting some of the most advanced, capable, well-capitalized, and innovative enterprises into our system, into our network, into our solutions. The Series A for fuels will be the next most tangible evidence that both unlocks tremendous value and positions the spin-out of Comstock Fuels that creates two very high-growth companies: a Nevada-based metals and mining company and an Oklahoma-based fuels company. It is what we outlined in our shareholder letter in January, and it is what we are doing. Billy, I am good there. If you would like, we can turn to the questions.

William McCarthy (COO)

Excellent. Certainly a lot to unpack there, Corrado, and we are getting a lot of questions coming in. I mentioned at the top of the call, we received over 50 questions before the call, and let's try to tackle as many as we can.

There's a lot of common themes we're seeing consistently through these questions, so I've tried to combine them together and try to hit a couple points that seem very important to the people listening. You know, I know you just covered it, but just back on the mining and the resource assets, you know, maybe we could just lay out one more time, like what the plan and the timetable really for restarting or monetizing those assets. And then just one more time, like how do you think the macro conditions and how are they affecting our decisions on that, I think is what people really want to know.

Corrado DeGasperis (Executive Chairman and CEO)

Yeah, it seems, look, everyone's bullish on gold. Gold's currently, you know, well over $3,300 an ounce.

What happened was, and it's remarkable to me, like there was literally a quarter or two-quarter delay in the macro equity markets responding to the majors. I mean, Barrick and Newmont had to post like 51%, 52% gross margins for people to start investing. You know, you know, and then you think Warren Buffett, you know, started investing in Barrick a couple years ago. You know, everyone is slow to the till, you know, when it comes to these mining plays. The junior miners and now every analyst is just screaming that the junior miners are undervalued. Junior miners are undervalued. They're dirt cheap. We don't feel we have one penny in our valuation, you know, relating to our mining assets. And we're experiencing significant inbound inquiry from many, many parties and Canadians too, believe it or not, right? We're getting a tremendous amount of inquiry.

We're actively evaluating the options. You know, Billy's doing a bunch of work. These are like special projects for us. We cannot allow Fortunato and the metals team. We cannot allow Kevin, David, and the fuels team to be distracted. Okay? We're evaluating them. We're assessing them. I think something's changed. Like something's different. Okay? Capital is starting to repool, not to mining, to junior mining. Okay? That's the big change. Okay? We also went back to the till with our MACI deal. You know, interestingly, it wasn't fully closed out, and we're negotiating a higher price because, you know, it's warranted. I think I want to temper the expectations because we're going heavily, heavily, you know, with fuels and metals. However, we're going to have to allocate some resources to this because it's too strong.

William McCarthy (COO)

Excellent.

Let's turn to metals for a second, and maybe you can just break down as clear as possible, like projected timeline for the expansion we're doing, the milestones, permitting, financing, construction, and take us to the first revenues for the new facility.

Corrado DeGasperis (Executive Chairman and CEO)

Yeah, thanks for that. There was so much happening with metals. I love the question to just be able to summarize it a little more succinctly. Look, we are right in the middle of a permit for expanding the storage. I'm going to just jump right out and say, in Q2, we're going to get a permit to expand significantly the storage that we have. It's adjacent, almost adjacent to the existing processing facility, and we need that storage as soon as practical, Q2. Q3, we're working on financing.

You heard me say we don't need a lot of money to deploy this equipment in the metals, but Q3, we'll look to that financing and we'll order all the equipment. The major permit for the state, the major permit that enables the industry scale facility, we're expecting by Q4 of 2025. The ordering of the equipment in Q3 allows us to synchronize the equipment and the permits coming together at the same time. That allows us to commission, construct, get it up and running by the end of Q1 so we could have that first industry scale production and its revenue second quarter. Remember, to the extent, none of that slows us down in getting master service agreements, in engaging large customers, and in, frankly, even taking panels in advance.

You know, it's obviously the more production capacity you have, the better, but nothing's going to be waiting on it.

William McCarthy (COO)

That's great. I hope that helps clarify for everyone. Let's do something similar for fuels, but let's think about, you know, milestones 2025, 2026, 2027, sort of through the activation of the commercial facilities, both the, you know, demonstration facility and our full-scale deployments, including the stuff with the licensees overseas.

Corrado DeGasperis (Executive Chairman and CEO)

Yeah.

William McCarthy (COO)

Right? I think the real gist here is like, you know, what are those milestones that get us to meaningful revenue and cash flow in Comstock Fuels?

Corrado DeGasperis (Executive Chairman and CEO)

Yeah. No, good. Let me try that. So just recapping quickly the 2025 ones, right? Comstock Fuels spins out Series A for at least $50 million.

Oklahoma site selected, final engineering for that same Oklahoma site, integrate Hexas into a demo farm in Oklahoma, get that fuel production coming out of Madison. You know, and that's great, but alongside all of that, we're going to have many additional commercial supply agreements, commercial supply chain partners, be it for feedstocks or offtakes, including Marathon's offtake agreement, you know, and more. We're going to have offtakes with Elvis coming on board, you know, with the work that David and Chad had already been doing. We're going to have more offtakes, not just for biolum and the oils, but for the sustainable aviation fuel. We're going to pool a monster amount of offtake for sustainable aviation fuel. We're going to have additional international licenses, including locations like South America and Africa and Asia. We expect to see all of that occurring, you know, here. This is 2025.

There is a whole nother segment of the market when you talk about revenue that we have hardly talked about. Internally, we refer to it as integrations, but we expect to see meaningful, quote unquote, integrations of our solutions into other existing operations like pulp and paper mills, sugarcane mills, even now with the ability to have your own purpose-grown crops like a Hexas, corn ethanol mills. You know, you are going to see us selling solutions that enhance pulp and paper revenue, enhance sugarcane revenue, expand yields, lower the cost of feedstocks. Our solution is extraordinarily versatile, and it can integrate into other existing operations. The other thing too is the international licensees, which we expect will grow even from the five that we have already announced, will start site preparations, right?

We expect to see some of that occurring this year and next year, which will then start up these engineering service revenues for us as well. David Winsness is prioritizing these monetization's for 2025 that can then show revenue and cash inflows for fuels. Plus, of course, the funding with the Series A gives us the capacity for making all these developments a new reality. Everything is capacity related. We need human capacity, right? We need the capacity to get into the market. For 2026, we're looking at placing the project capital. Obviously, that'll start with the $152 million project activity bonds that we were so gracefully abdicated from Oklahoma, but as well as project equity. We've talked about $235 million, $245 million, $250 million is the sufficient level to get into immense construction for that serial number one.

Hopefully in 2027, you know, we're nearing the completion of the construction of that, which then is, you know, full-scale deployment, you know, of our first site. That's a lot. I mean, if you just walk down the lane of our first site, you know, the revenue associated with that site will be complemented by licensing revenue, by integrations revenue, you know, by other activities to go there. Critically, we'll be fully funded, you know, from the Series A so that, you know, it's a laser focus to that end.

William McCarthy (COO)

Great. Look, I think this next question extends out of that, right? It generally starts with a comment about the Series A and how we're going to be funding fuels and a positive response to it. The question is, you know, how are we thinking about the growth of the other businesses, funding everything else, limiting dilution?

Are we thinking about similar models? Are we engaging bankers? Maybe just walk through the general thought process.

Corrado DeGasperis (Executive Chairman and CEO)

Yeah. First and foremost, we'll be engaging bankers for fuels, right? We'll be engaging bulge bracket banks, you know, really, really sophisticated institutions to help us with that, the deployment of that project activity bond, $152 million, plus the project equity associated with that first facility. However, we'll have the same view. It's on a much, much smaller scale. When you take fuels out of the corporation's liquidity profile, it's the substantial majority, right, of our spend. It's the substantial majority of our liquidity. It's the substantial majority of our new investments. You know, metals is a much more focused thing. But the answer is yes. We already have strategic interest directly into metals, right? And there's huge value there.

The capital is lower. We are being a little bit more cautious with that funding. We also have remarkable access to debt financing. You know, when a facility has been operating for a year, the USDA loans become eligible. We also have the same possibility for the industrial revenue bonds. Obviously, it is Nevada, not Oklahoma. Obviously, it is a smaller number. We are going to be very, very cautious here. You know, we could do direct subsidiary financing, but we are not going to give up a lot of this company because the speed at which it gets to cash flow is much, much higher, and the capital required to deploy and get to it is much, much lower. You know, I think that is it in a nutshell.

Between settling the previous legacy obligations, between funding the Series A, you know, and I think I mentioned already that, you know, we probably expect to be at like 33 million shares outstanding at the spinoff. It is just going to be a full focus on bringing these businesses to those cash flows that you're referring to. In both cases, we now have line of sight. There are still obstacles. There are still meaningful distances to go, but we can see the light. We can see the light. I just want to repeat, we do not want to use those convertible bond structures. We want to focus on fundamental long-term equity investors, equity partners across the board. Guess what? It is already happening. Some of our largest investors have already approached us and said, "Do not do any converts. If you need a little capital, we will be there for you.

We see you getting to the light. Right? I guess, you know, that's nice. I mean, it's more than nice. It's deeply appreciated. We're also mature enough now with this progress that more people are paying attention, more opportunities are evolving. You know, I'm going to tell you that even though people generally talk about, you know, fuels as the 800-pound gorilla, I don't know what that makes, you know, metals, a little monkey or something. It's ridiculous because both of these businesses will be in the billions of dollars of valuation, and sooner, not later. It's beyond massive. The overall addressable market for fuels is staggering. When you talk about the TAM for fuels, it's staggering. It's beyond massive. But so is solar.

I mean, the sheer magnitude of solar panels that have already been deployed, you know, the hundreds of millions, the billions of panels already, they've already been deployed. And then the growth of new deployments. I mean, I can't honestly imagine two better markets or two better positions to be in than we are right now.

William McCarthy (COO)

Excellent. You talked a lot today about the team that we've built across all these businesses. I think a lot of people want to know, you know, what are we doing from a strategic, you know, what tools are we using to ensure alignment between the senior team, the operational management team at the different subsidiaries and our shareholders, and most importantly, maintaining that alignment as we grow here very rapidly over the next few years?

Corrado DeGasperis (Executive Chairman and CEO)

That's good. That's a good question.

Look, our models evolved like tremendously over the past four years. And when you think about it, right, just keeping this team together through so many, you know, difficult achievements, right? When you're talking about moving up to TRL scale, it's not for the faint of heart, okay? When you contrast to that, look, we know that we started this thing, you know, with a small, you know, public company, you know, and I think that there's positives and negatives to that. I think net-net we've seen much more net positives, you know, and I think the reason that there's much more positive is I look at our top 20 shareholders, I look at our top 40 shareholders, I look at our top 100 shareholders.

These are not necessarily typically the type of stakeholders that get to invest in this kind of opportunity. To me, it warms my heart. From a management perspective, I don't think we've gotten any equity compensation. I know I haven't gotten any equity compensation, but there's no equity compensation. I think people have already seen when we brought, you know, both these teams are not only entrepreneurial, they're founders. You know, Fortunato is the inventor of these technologies. Kevin, Billy, Rahul, these guys are the inventors of these technologies. There's a few more people in there, you know, Rahul, Mike Rebel, all these folks listed on the patents decades ago, okay?

These are people who are engaged in what I would call their life's work, you know, and if you look back at our disclosures, you know, when we combined Fortunato's technology into our recycling scheme, he had the ability to have an interest of up to 20% of the subsidiary. You know, so everything's flowing now from like a subsidiary level context, which means it's performance-based, which means, you know, if this thing hits the billions and billions and billions, like everybody, you know, is going to be happy. We ended up rescinding that original agreement. I got a lot of questions about it, and I didn't answer any of them because it wasn't appropriate to do so. You know, when you're talking about someone's specific conversation, it wasn't finalized yet.

Anyway, we were sending the original agreement because it was not tax efficient, you know, and what we are doing now is we are reconstituting those types of agreements, both for metals and fuels, you know, so that we have tax efficient, performance-based equity alignment that is going to unlock billions and billions of value. This is actually one of the major prerequisites of the Series A investors. It is like you are literally like in a venture capital mode where Comstock is the seed investor. Now you are going to Series A, you are bringing in sophisticated investors, you got to check the boxes. How is the tech? Check. You know, how is the balance sheet? Check. How is the management team? Check. Okay. So we put meaningful, meaningful performance-based subsidiary level equity incentives in place. We are looking to finish all of this work here in May.

I think we've previously said it, but if we haven't, we would like to give specificity around all of this by the annual meeting, which is coming up here at the end of May. I don't, I wasn't expecting to talk about this, but I'll tell you that I just want to repeat these management teams, right? They're not common. What's happening now is as we engage companies, Marathon's different, like it's an 800-pound gorilla, it's a monster. When you start engaging companies like RenFuel, you start engaging companies like Hexas, you start engaging, there's many, many more. You find a common founder slash entrepreneurial slash people who are purpose-driven, you know, that means like they're fully dedicated, they're relentless, right? You need to have, not strong alignment.

Strong alignment feels squishy to me. You have to have laser-sharp, absolutely forged in steel alignment if you want to create something, if you want to achieve something that's never been done before. I'll tell you, if people ask me, what are we most proud of? Because I've been through experiences like this. Heads typically explode. Alignment, you know, emotionally, philosophically, strategically, operationally is very, very difficult to forge to that level of precision. We've done it here. We've done it here. That's why I think if there's any reason that people would say, you know, why is the Series A going to happen? Right? It's because of that. The technology, yeah, it's prerequisite.

You know, a guy like Elvis, who's like, you know, as advanced the lignocellulosic material sciences, anyone else that we know obviously is going to check the tech before he wants to join a company like ours. I don't think, I think that's a prerequisite. I don't think that's the closure. The closure is the team, the way we work, the way we work together, and how, you know, is this train going to get to the finish line? Because I don't want to get on a train that isn't going to make it to the finish line. There's got to be sufficiency, and we have it. Yeah, sorry, I probably went off center a little bit with that question, but I appreciate it.

William McCarthy (COO)

No, it's all good. We're running short on time, but we're getting a lot of really good questions.

Can we do a little lightning round?

Corrado DeGasperis (Executive Chairman and CEO)

Absolutely

William McCarthy (COO)

. Hit a couple of these quickly.

Corrado DeGasperis (Executive Chairman and CEO)

For sure.

William McCarthy (COO)

You mentioned the patent portfolio. I do not know if you want to say anything about it. A lot of people have been asking about the recent publishing of some of our patents, including one for the production of graphite, given your background running the largest industrial graphite supply chain for many years.

Corrado DeGasperis (Executive Chairman and CEO)

Very good. Yeah, absolutely. Firstly, you know, one of the first things that we did in 2021, going into 2022, was file, you know, and ensure, right, that all of the interdependent activities that had occurred over the last, you know, the previous four or five years, you know, we put into what we were almost calling like an umbrella patent, right? That one was just recently approved.

It was sort of the one that, you know, really gave them a lot of these inquiries from the market sort of popping up, oh, look, the patent's being approved, the patent's being approved. In the interim, we found some others, like the one that you just referred to. We would think of that one as an adjacency, right? There are a lot of discoveries that are happening in these carbon-based realms that when we stumble onto something or when we identify something that's new, that's novel, you know, we'll file a patent to protect it. In that second case, it's like an adjacency. It's remarkable, frankly, but it's not part of our current plan of commercialization, and it would be a drift to our focus. We can't allow that, right? It should be viewed positively, right?

It means that, you know, we're, because sometimes when you're working on something and you're trying to solve a specific problem, you unintentionally solve three or four, or you just, you know, you just surface three or four novel things that have never been discovered or mentioned before, so you protect them. So we have both. We have both.

William McCarthy (COO)

Great. Let's do a quick, there's a question on Hexas. Given that the Zanograss and other energy crops improve soil health and sequester carbon, is Comstock evaluating opportunities to monetize this through carbon credits or regenerative farming partnerships or other environmental incentive programs to create additional revenue streams?

Corrado DeGasperis (Executive Chairman and CEO)

Yeah, good question. So first of all, let's emphasize that, you know, the Zanograss and the Zanofibers are not just remarkable from a yield perspective, right?

They're perennial, which means that, you know, they're planted once and then they, the root systems sequester carbon tremendously, also enriching the soils. They don't only function or can function at more than acceptable yields in marginal lands. They actually work to improve those lands over time, which is remarkable. They require sunlight, but relatively less water, you know, so you have something extraordinary here, which is going to allow you to create oil wells in currently non-productive lands and currently non-productive areas.

Monetizing even feedstock solutions, let's say even, you know, if you got, if you're looking at a corn ethanol situation where they're paying exponentially more for their feedstock and getting materially less for their, you know, molecularly identical ethanol, then we can have a feedstock solution, we can have an agricultural solution. We can monetize that. We could also monetize those carbon attributes that you just described. I would put the integrations part, if it has anything to do with selling these solutions into an existing infrastructure, it's a priority for us. It's a priority for us because we can deliver it today. If it has to do with secondary or tertiary potential benefits, even carbon credit monetization, for an example, it's on our plan, but it's not immediately the thing that's right in front of us. Very good.

I hope that helps.

William McCarthy (COO)

Okay, I think we're coming up on time. We've covered a lot of questions and your prepared remarks covered a lot of stuff too. I'll just say to everyone, if we didn't get to your question, definitely send it to me at [email protected] and we're going to do our best to either respond directly or maybe what we like to do more of these days is post a response on X, either Comstock or Corrado's account. If anyone's not following us on X, the company account is @comstockinc. You should definitely follow us. We're trying to put a lot more content up there in real time.

Corrado, before we wrap up, why don't we give you the floor to give us some final thoughts and, you know, please be sure to recap all the major catalysts coming up the remainder of Q2 and the rest of 2025.

Corrado DeGasperis (Executive Chairman and CEO)

Okay, for sure. Let me go rapid fire on the catalysts coming up for Q2 and 2025. Fuels, right? We got site selection, we got bulge bracket bankers for the bonds, we got the first Series A shoe dropping, strong valuation, spin-out plan for fuels, very big, all the details, offtake agreement for fuels, Marathon et al., et cetera, strategic offtakes in addition to that, and feedstock agreements, licensing up and down the supply chain, monetization for integrations that's primarily focused as new revenues in the United States and would result in revenues pre-Oklahoma and then the production coming out of Madison. It's a lot.

That's all this year. That's all coming soon. For metals, county permit for expanding the storage, more strategic customer for fuels, those, you know, those MSAs, higher revenues, state permit for industry scale, capital and equipment for industry scale, corporate land sales, potential monetization or capital for mining, higher silver prices for sure. Lastly, I guess just looking forward to updating everyone on May 22nd, you know, at our annual meeting. I guess I would just throw in, please vote your proxies as soon as practical. We're already well above a quorum, so we're in a smooth zone here, but we'd love to get as high turnout as possible as always. For me, I want to just thank everybody. This would conclude our first quarter 2025 business update and earning call.

As Billy said, you know, yeah, we're out of time, but if you have any additional questions, we tried to aggregate them. We tried to kill as many birds with as few questions as possible, but just send them in and we'll be happy to get back to you.