Note 9 - Commitments and Contingencies |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies Disclosure [Text Block] |
NOTE 9 COMMITMENTS AND CONTINGENCIES
COMSTOCK MINERAL ESTATE LEASE PAYMENTS
We lease certain mineral rights and properties under leases expiring at various dates through 2040. Future minimum annual lease payments, including royalty and rental payments, under these existing lease agreements are as follows at June 30, 2024:
We have minimum royalty obligations with certain of our mineral properties and leases. For most of the mineral properties and leases, we are subject to a range of royalty obligations to the extent that production commences. These royalties range from 0.5% to 5% of NSR from minerals produced on the properties, with the majority being under 3%. Some of the factors that will influence the amount of the royalties include ounces extracted and the price of extracted metals.
Our mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally become more restrictive. The Company believes its operations are in compliance with applicable laws and regulations in all material respects. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures.
RENFUEL LICENSE PAYMENTS
On October 11, 2023, and amended on December 22, 2023, the Company and RenFuel signed an Exclusive License Agreement, pursuant to which RenFuel granted Comstock Fuels Corporation (“Comstock Fuels”), a wholly owned subsidiary of the Company, an exclusive license to use RenFuel’s patented catalytic esterification and related technologies in North America, Central America, and South America in exchange for ongoing royalty fees based on the production and sales of qualified products. The Company is required to spend a minimum of $250,000 per quarter on commercially reasonable research, development and commercialization activities, and advances commencing on January 1, 2024. As of June 30, 2024, this commitment has been satisfied with advances made to RenFuel (see Note 3, Notes Receivable and Advances, net).
INVESTMENT IN LICENSED TECHNOLOGY
On March 1, 2024, Comstock and Developer entered into the DSA to advance technologies owned by Comstock’s subsidiary that incorporate applications of intellectual properties owned by the Developer (“Developer IP”). The DSA scope involves research and development to validate integrated applications of Comstock's intellectual properties and Developer IP, including baseline applications involving Developer IP alone. The DSA calls for work to be completed in a series of phases, with the first phase (“Phase 1”) consisting of three projects over nine months at a cost to Comstock of $116,900 per month, or $1,052,100 in total. Current estimates for the next three projects in the second phase of work under the DSA (“Phase 2”) include $116,900 per month for an additional six months, or $701,400 in total, including $321,160 in residual payments for equipment and supplies purchased in Phase 1 that will be used in Phase 2. For the three and six-months ended June 30, 2024, the Company recorded $350,700 and $467,600, respectively, as research and development expense in the condensed consolidated statements of operation. Phase 2 estimates are subject to upwards variance after data is collected and evaluated from Phase 1. No estimate is available for work beyond Phase 2 at this time, however, the DSA contemplates continuing cooperation for research and development over an initial three-year term. Each phase of work is defined by a detailed scope culminating in specific, measurable, achievable, relevant, and timely milestones and go-no-go decision points. Work under Phase 2 cannot occur without a written notice to proceed from Comstock following satisfactory completion of Phase 1 based on stated milestones and decision points. The Phase 2 notice to proceed also cannot be issued until a detailed project plan for Phase 2 is finalized and approved by Comstock and Developer.
On
March 1, 2024, Developer granted the Company an exclusive license to use Developer IP to produce fuel (“Fuels License”) and water (“Water License” and, together with the Fuels License, the “Comstock License Agreements”) in exchange for royalty fees based on the production and sales of qualified products. The Comstock License Agreements also require the Company to pay minimum royalty fees equal to
$20,000 on the earlier to occur of
240 days after receiving a patent for the Developer IP, and, commencing on
February 15, 2025, and for each year thereafter, (i)
$10,000 in year
1 and
2, (ii)
$25,000 in year
3 and
4, and (iii)
$75,000 in year
5 and thereafter. The Company also agreed to pay for certain outstanding and future patent costs, as well as a new patent filing fees for each new patent application added to the Licensed Patent Rights deriving from Developer individually (
$10,000) or together with the Company (
$5,000). The scope of the Water License is exclusive unless Comstock elects
not to invest a minimum of
$100,000 per calendar quarter after completion of Phase
1. All amounts paid to or for the benefit of Developer under the DSA and Comstock License Agreements are credited against future royalties payable under the Comstock License Agreements. The Comstock License Agreements state that new intellectual properties developed by Comstock that derive from the Developer IP shall be assigned to Developer. As of
March 1, 2024, an officer and an employee (the “Comstock Inventors”) of the Company invented new developments that derived from Developer IP (“Comstock Developer Inventions”). The Comstock Inventors assigned the Comstock Developer Inventions to Comstock, and Comstock then assigned the Comstock Developer Inventions to Developer. While new developments to the Developer IP made by Comstock after
March 1, 2024, are required to be assigned to Developer for
no additional consideration, Developer agreed to pay to the Company a technology use fee equal to
20% of any throughput that Developer generates by use and sublicensing of the Comstock Developer Inventions.
OTHER
Annually, the Company pays each of the independent directors a total of $160,000 in cash and stock-based compensation, plus chair and committee meeting fees and each of the independent directors receives cash retainers of $60,000. The Chair of each Committee is paid an additional cash retainer of $20,000 annually. As of June 30, 2024 and December 31, 2023, the Company accrued $750,000 and $500,000, respectively, in director fee compensation associated with the stock-based portion of their compensation earned in 2023 and 2024 that is expected to be issued in 2024 and paid annually and is included in long-term liabilities on the condensed consolidated balance sheet. For the three-months ended June 30, 2024 and 2023, the Company recognized director fees expenses of $200,000 and $108,850, respectively. For the six-months ended June 30, 2024 and 2023, the Company recognized director fees expenses of $425,000 and $246,550, respectively. As of June 30, 2024 and December 31, 2023, director fee compensation included in accounts payable on the condensed consolidated balance sheet was $141,000 and $87,500, respectively.
From time to time, we are involved in claims and proceedings that arise in the ordinary course of business. There are no matters pending that we expect to have a material adverse impact on our business, results of operations, financial condition or cash flows. |
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