Comstock Metals Ltd. — Interim / Quarterly Report 2022

May 18, 2022

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Comstock Metals Ltd.

Condensed Interim Financial Statements Six Months Ended March 31, 2022

Expressed in Canadian Dollars

(UNAUDITED)

NOTICE TO READER

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim financial statements, they must be accompanied by a notice indicating that the condensed interim financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim financial statements have been prepared by and are the responsibility of the management. The Company's independent auditor has not performed a review of these condensed interim financial statements.

Comstock Metals Ltd.

Interim statements of financial position (Expressed in Canadian dollars - Unaudited)

Comstock Metals Ltd. Interim statements of financial position (Expressed in Canadian dollars - Unaudited)
Notes		March 31, 2022 September 30, 2021
ASSETS Current assets Cash Other receivables 3 Prepaid expenses and deposits Investments 4		$ 29,484 $ 189,961 90,041 15,631 9,509 12,809 2,775,000 -
		2,904,034 218,401
Non-current assets Investments 4 Equipment 5 Exploration and evaluation assets 6		- 7 - 610 1 2,751,595
		1 2,752,212
TOTAL ASSETS		$ 2,904,035 $ 2,970,613
LIABILITIES Current liabilities Accountspayable and accrued liabilities 7,9		$177,978 $111,283
TOTAL LIABILITIES		177,978 111,283
SHAREHOLDERS’ EQUITY Share capital 8 Share subscriptions received 8, 13 Share-based payment reserve 8 Deficit		18,422,389 18,099,906 18,000 179,500 2,703,965 2,612,965 (18,418,297) (18,033,041)
TOTAL SHAREHOLDERS’ EQUITY		2,726,057 2,859,330
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$ 2,904,035 $ 2,970,613

Nature and continuance of operations (Note 1)

Commitments (Note 12)

Subsequent events (Note 13)

Approved on behalf of the Board:

/s/ “Steven Goldman”

/s/ “Arnold Tenney”

See accompanying notes to the condensed interim financial statements

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Comstock Metals Ltd.

Interim statements of comprehensive (loss) income (Expressed in Canadian dollars - Unaudited)

	Three-monthperiod ended Six-monthperiod ended
	March 31, March 31, March 31, March 31, 2022 2021 2022 2021
Expenses Depreciation 5 Filing fees Corporate development Management fees 9 Office and administrative 9 Professional fees Rent 9 Share based compensation 8,10	$ - $ 55 $ 42 $ 117 8,662 5,783 15,740 13,200 5,143 927 8,321 1,456 30,000 30,000 60,000 60,000 24,311 16,624 38,724 32,611 26,910 14,837 54,637 42,140 5,713 4,814 11,288 10,375 - - 84,000 -
	$ (100,739) $ (73,040) $ (272,752) $ (159,899)
Other items Interest income Foreign exchange loss (Loss) Gain on sale of exploration and evaluation asset 6 Write-off of equipment 5 Realized loss on investments 4 Unrealized gain (loss) on investments 4 Flow-through liabilityreversed 8	346 406 868 940 (44) (49) (66) (1,812) 9,388 - (172,731) - (568) - (568) - (333,094) - (333,094) 14,418 333,093 (17,842) 333,087 607,743 60,000 - 60,000 -
	69,121 (17,485) (112,504) 621,289
Comprehensive (loss) income for the period	$ (31,618) $ (90,525) $ (385,256) $ 461,390
(Loss) Earnings per share – basic and diluted 8	$ (0.00) $ (0.00) $ (0.01) $ 0.02
Weighted average number of shares outstanding	29,331,985 25,331,985 29,301,655 25,278,652

See accompanying notes to the condensed interim financial statements

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Comstock Metals Ltd.

Interim Statements of changes in equity (Expressed in Canadian dollars - Unaudited)

Comstock Metals Ltd. nterim Statements of changes in equity Expressed in Canadian dollars - Unaudited)
Notes	Share Capital Number of shares Amount Share subscriptions received Share-based payment reserve Deficit Total
Balance at October 1, 2021 Shares issued for private placement 8 Flow through shares premium 8 Share issue costs 8 Broker warrants issued 8 Stock options exercised 8 Proceeds for stock options exercise received 8 Share based compensation 8 Net and comprehensive loss	25,331,985 $ 18,099,906 $ 179,500 $ 2,612,965 $ (18,033,041) $ 2,859,330 3,940,000 388,900 (179,500) - - 209,400 - (60,000) - - - (60,000) - (17,417) - - - (17,417) - (7,000) - 7,000 - - 200,000 18,000 - - - 18,000 - - 18,000 - - 18,000 - - - 84,000 - 84,000 - - - - (385,256) (385,256)
Balance at March 31, 2022	29,471,985 $ 18,422,389 $ 18,000 $ 2,703,965 $(18,418,297) $ 2,726,057
Balance at October 1, 2020 Return of capital 3, 8 Proceeds from exercise of warrants 8 Share subscriptions received Net and comprehensive income	24,498,652 $ 20,429,912 $ - $ 2,612,965 $ (18,326,390) $ 4,716,487 - (2,385,256) - - - (2,385,256) 833,333 62,500 - - - 62,500 - - 46,500 - - 46,500 - - - - 461,390 461,390
Balance at March 31, 2021	25,331,985 $ 18,107,156 $ 46,500 $ 2,612,965 $(17,865,000) 2,901,621

See accompanying notes to the condensed interim financial statements

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Comstock Metals Ltd.

Interim Statements of cash flows (Expressed in Canadian dollars - Unaudited)

	Six-monthperiod ended March 31, 2022 March 31, 2021 $ (385,256) $ 461,390 42 117 84,000 - 172,731 - 568 - 333,094 (14,418) (333,087) (607,743) (60,000) - (74,410) 7,895 3,300 1,680 56,558 (41,106) (202,460) (192,185) (186,000) (11,116) (186,000) (11,116) 209,400 - (17,417) - 18,000 - - 62,500 18,000 46,500 - (1,000) 227,983 108,000 (160,477) (95,301) 189,961 274,905 $ 29,484 $ 179,604 $ 60,000 $ - $ 7,000 $ - $ 3,000,000 $ - $ 135,000 $ - $ 90,000 $ - $ - $ 2,385,256
Operating activities Net (loss) income Adjustments for non-cash items: Depreciation Share-based compensation Loss on sale of exploration and evaluation asset Write-off of equipment Realized loss (gain) on investments Unrealized (gain) on investments Flow through liability reversed Changes in non-cash working capital items: Other receivables Prepaid expenses Accountspayable and accrued liabilities
Net cash flows used in operating activities
Investing activities Expenditures on exploration and evaluation assets
Net cash flows used in investing activities
Financing activities Proceeds received from private placement Share issue costs Proceeds from exercise of stock options Proceeds from exercise of warrants Share subscriptions received Return of Capital transaction costs
Net cash flows from financing activities
Decrease in cash Cash,beginning
Cash, ending
Non-cash transactions and supplemental disclosures Flow through shares premium Broker warrants issued Investment shares received for sale of exploration and evaluation asset Investment shares paid for advisory fees Investment shares paid for CEO bonus Return of capital

See accompanying notes to the condensed interim financial statements 6

Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

1. Nature and continuance of operations

Comstock Metals Ltd. (the “Company” or “Comstock”) was incorporated on December 13, 2007 under the laws of the province of British Columbia, Canada. The Company’s shares are traded on the TSX Venture Exchange (the “Exchange”) under the symbol “CSL”. The head office, registered office, principal address and records office of the Company are located at 850 West Hastings Street, Suite 310, Vancouver, British Columbia, Canada, V6C 1E1.

On March 31, 2022, Comstock sold its Preview SW Gold Project mineral property in the La Ronge Gold Belt in Saskatchewan to MAS Gold Corp. (see Notes 4 and 6). Comstock is currently considering its various options including the acquisition and exploration of new projects.

These financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As at March 31, 2022, the Company has sold its exploration and evaluation asset property (see also Notes 3 and 5). The Company’s continuation as a going concern is dependent upon its ability to acquire a new business and attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. Management intends to finance operating costs over the next twelve months with cash on hand, loans from directors and companies controlled by directors and or private placement of common shares. These financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. Such adjustments could be material.

On March 11, 2020, the World Health Organization declared a global pandemic of a novel coronavirus identified as “COVID-19”. In order to combat the spread of COVID-19 governments worldwide have enacted emergency measures including travel bans, legally enforced or self-imposed quarantine periods, social distancing and business and organization closures. These measures have caused material disruptions to businesses, governments and other organizations resulting in an economic slowdown and increased volatility in national and global equity and commodity markets. Central banks and governments, including Canadian federal and provincial governments, have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak could result in delays in the course of business, including potential delays to its exploration programs and difficulties in financing. The Company is closely monitoring the impact of the pandemic.

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Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

2. Significant accounting policies and basis of preparation

The condensed interim financial statements were authorized for issue on May 18, 2022 by the directors of the Company.

Statement of compliance to International Financial Reporting Standards

These condensed interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”), as issued by the International Accounting Standards Board (“IASB”), and its interpretations, using accounting policies consistent with International Financial Reporting Standards (“IFRS”) and accordingly, certain information and note disclosure included in the annual financial statements prepared in accordance with IFRS have been omitted or condensed. These condensed interim financial statements should be read in conjunction with the Company’s September 30, 2021 audited annual financial statements.

Basis of preparation

The financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified where applicable. The financial statements are presented in Canadian dollars unless otherwise noted.

Significant estimates and assumptions

The preparation of the Company’s financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amount of net assets, liabilities, and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reported period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Estimates and assumptions where there are significant risk of material adjustments to assets and liabilities in future accounting periods include the amortization of equipment, recoverability of the carrying value of exploration and evaluation assets, fair value measurements for financial instruments and stock-based compensation and other equity-based payments, and the recoverability of deferred tax assets and liabilities. Actual results may differ from those estimates and judgments.

Significant judgments

The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments applied in preparing the Company’s financial statements include:

• The assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty;

• The classification / allocation of expenditures as exploration and evaluation expenditures or operating expenses.

• The determination of whether or not to impair exploration and evaluation assets.

Foreign currency translation

The functional currency is determined using the currency of the primary economic environment in which that entity operates. The financial statements are presented in Canadian dollars which is the Company’s functional and presentation currency.

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Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

2. Significant accounting policies and basis of preparation (cont.)

Transactions and balances:

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in profit or loss in the statement of comprehensive income in the period in which they arise, except where deferred in equity as a qualifying cash flow or net investment hedge.

Equipment

Equipment is stated at historical cost less accumulated amortization and accumulated impairment losses.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive loss during the financial period in which they are incurred.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the statement of comprehensive loss.

Amortization is calculated on a declining balance method to write off the cost of the assets to their residual values over their estimated useful lives, using the following rates:

Class of equipment	Amortization rate
Computer hardware	50%
Computer software	50%
Camp equipment	20%
Office furniture and equipment	20%

Exploration and evaluation expenditures

Exploration and evaluation expenditures include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Exploration and evaluation expenditures are capitalized. Costs incurred before the Company has obtained the legal rights to explore an area are recognized in profit or loss.

Government tax credits received are recorded as a reduction to the cumulative costs incurred and capitalized on the related property.

Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant, and equipment.

Recoverability of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

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Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

2. Significant accounting policies and basis of preparation (cont.)

Share-based payments

Share-based payments to employees are measured at the fair value of the instruments and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined that the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to the share-based payment reserve. The fair value of the options is determined using the Black-Scholes Option Pricing Model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.

Financial instruments

Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

Financial assets/liabilities	Classification
Cash	FVTPL
Other receivables	Amortized cost
Accounts payable and accrued liabilities	Amortized cost
Investments	FVTPL

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Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

2. Significant accounting policies and basis of preparation (cont.)

Financial instruments (cont.)

Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of comprehensive loss in the period in which they arise.

Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the credit risk of the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the statements of comprehensive loss.

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Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

2. Significant accounting policies and basis of preparation (cont.)

Impairment of assets

The carrying amount of the Company’s assets (which includes equipment and exploration and evaluation assets) is reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the statement of comprehensive loss.

The recoverable amount of assets is the greater of an asset’s fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years.

Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment.

Cash

Cash include cash on hand, deposits held at call with banks, and bank overdrafts.

Income taxes

Current income tax:

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.

Current income tax relating to items recognized directly in other comprehensive loss or equity is recognized in other comprehensive loss or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred income tax:

Deferred income tax is provided using the balance sheet method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

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Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

2. Significant accounting policies and basis of preparation (cont.)

Income taxes (cont.)

Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

Flow-through shares:

Any premium received by the Company on the issuance of flow-through shares is initially recorded as a liability (“flow-through tax liability”). Upon renouncement by the Company of the tax benefits associated with the related expenditures, a deferred tax liability is recognized and the flow-through tax liability will be reversed. To the extent that suitable deferred tax assets are available, the Company will reduce the deferred tax liability and record a flow-through tax recovery.

Restoration and environmental obligations

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of long-term assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future restoration cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to exploration and evaluation assets along with a corresponding increase in the restoration provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. The restoration asset will be depreciated on the same basis as other mining assets.

The Company’s estimates of restoration costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to mining assets with a corresponding entry to the restoration provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.

Changes in the net present value, excluding changes in the Company’s estimates of reclamation costs, are charged to profit and loss for the period.

The net present value of restoration costs arising from subsequent site damage that is incurred on an ongoing basis during production are charged to profit or loss in the period incurred.

The costs of restoration projects that were included in the provision are recorded against the provision as incurred. The costs to prevent and control environmental impacts at specific properties are capitalized in accordance with the Company’s accounting policy for exploration and evaluation assets.

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Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

2. Significant accounting policies and basis of preparation (cont.)

Earnings (loss) per share

Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted earnings per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period. Under this method, the basic and diluted loss per share for the six months ended March 31, 2022 were the same, as the effect of common shares issuable upon the exercise of warrants and stock options of the Company would be anti-dilutive.

For the year ended September 30, 2021, the exercise price of the outstanding options and warrants was greater than the weighted average share price and therefore diluted income per share equals basic income per share.

Share capital

The Company records proceeds from the issuance of its common shares as equity. Incremental costs directly attributable to the issue of new common shares are shown in equity as a deduction, net of tax, from the proceeds. Common shares issued for consideration other than cash are valued based on their market value at the date that shares are issued.

Proceeds from unit placements are allocated between share and warrants using the residual method.

3. Other receivables

	March 31,	September 30,
	2022	2021
GST receivable	$ 40,041	$ 15,631
Saskatchewangovernment explorationgrant receivable	50,000	-
	$ 90,041	$ 15,631

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Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

4 . Investments

Name **Type **	March 31, 2022	March 31, 2022	September 30, 2021	September 30, 2021
	Number	Fair Value	Number	Fair Value
MAS Gold Corp. Common shares	27,750,000 $2,775,000		- $-
White Gold Corp. Warrants	- -		350,625 7
Total Investments	$ 2,775,000		$ 7

MAS Gold Corp.

On March 29, 2022, the Company received net proceeds of 27,750,000 common shares (the “Shares”) of MAS Gold Corp. (TSXV: MAS) (“MAS Gold”) from the sale of its Preview SW Gold Project (See also Note 6). The Shares were given a fair market value of $2,775,000 as of March 29 and March 31, 2022. The Shares are subject to a four-month trading hold that expires on July 31, 2022.

Return of capital

At the Company’s Annual and Special General Meeting on October 19, 2020, the Company’s shareholders approved a motion to distribute the Company’s investments in the 1,387,210 common shares of White Gold Corp. (TSXV: WGO) (“White Gold”) and 1,000,000 common shares of E3 Metals Corp. (TSXV: ETMC) (“E3 Metals”) to the Company’s shareholders on a pro-rata basis by way of a return of capital (the “Investments” - See also Note 8). On November 13, 2020 (the “Record Date”), the Company distributed the Investments to its shareholders. The closing price of White Gold was $0.84 and the closing price of E3 Metals was $1.22 on the Record Date. As a result, the Company’s capital was reduced by a total of $2,385,256. The Company recorded a realized gain of $14,418 and unrealized gain of $602,243 on the disposal of the Investments from the return of capital.

The Company retained its 350,625 warrants of White Gold to acquire one common share for 3 years at an exercise price equal to $1.50. On February 28, 2022, the warrants expired unexercised. As a result, the Company recognized a loss of $333,094 (the original fair market value of the warrants calculated using the Black-Scholes Valuation Model) and unrealized gain of $333,087 on the warrants expiration to reduce the carrying value of the warrants to $Nil.

The Company accounts for its investments at FVTPL.

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Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

5. Equipment

Computer hardware	Computer software	Camp equipment	Office furniture and equipment Total
Cost:
At September 30, 2021 $ 5,565 Write-off of equipment (5,556)	$ 10,305 (10,305)	$ 2,140 (2,140)	$ 508 $ 18,518 (508) (18,518)
At March 31, 2022 $ -	$ -	$ -	$ - $ -
Amortization:
At September 30, 2020 $ 5,456 Charge for theyear 46	$ 10,147 65	$ 1,690 83	$ 401 $ 17,694 20 214
At September 30, 2021 $ 5,502 Charge for the period 8 Write-off of equipment (5,510)	$ 10,212 12 (10,224)	$ 1,773 18 (1,791)	$ 421 $ 17,908 4 42 (425) (17,950)
At March 31, 2022 $ -	$ -	$ -	$ - $ -
Net book value:
At September 30, 2021 $ 63	$ 93	$ 367	$ 87 $ 610
At March 31, 2022 $ -	$ -	$ -	$ - $ -

With the sale of the Company’s Preview SW Gold Project (see also Note 6), the Company has determined to write-off its remaining equipment balances of $568.

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Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

6. Preview SW Gold Project Transaction and exploration and evaluation assets

Preview SW Gold Project Transaction

On January 13, 2022, the Company and MAS Gold signed a definitive agreement pursuant to which Comstock agreed to sell 100% of its interest in its Preview SW Gold Project located in Saskatchewan to MAS Gold in consideration of the issuance of 30,000,000 common shares in MAS Gold (the "Transaction"). The Transaction closed on March 31, 2022 after the Company received Exchange acceptance and held its special and annual general meeting and received shareholder approval. Upon closing of the Transaction, Comstock gained the right to appoint one director to MAS Gold's board for a minimum of two years, and appointed Steven Goldman, CEO of Comstock as its board representative on the MAS board. Under the Transaction terms, Comstock provided additional exploration funding in the amount of $200,000, expended in first quarter of calendar 2022, in conjunction with input from MAS Gold, advancing the Preview SW Gold Property prior to closing of the Transaction and to satisfy its flow through share commitment.

Comstock engaged Red Cloud Klondike Strike Inc. (“Red Cloud”) as an advisor to the Transaction and paid advisory fees based on the Transaction’s value equal to 5% of the first $2,000,000 and 3.5% thereafter (the “Advisory Fee”). The Company’s CEO received a 3% bonus based on the Transaction’s value (the “Bonus” – see also Note 11). The Advisory Fee and Bonus were paid using a portion of the MAS Gold shares received by the Company. As a result, the Company received net proceeds of 27,750,000 MAS Gold shares (See also Note 4).

As a result of the Transaction, the Company reclassified its Preview SW Property as an asset held for sale as of December 31, 2021. In accordance with IFRS 5, Non-Current Assets Held for Sale and Discontinued Operations, the Company was required to revalue the Preview SW Gold Project at the lower of its carrying amount and fair value less costs to sell. The Company determined that the lower value was the fair value less costs to sell and recorded a loss of $182,119 on the reclassification for the three months ended December 31, 2021.

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Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

6. Preview SW Gold Project Transaction and exploration and evaluation assets (cont.)

Preview SW Gold Project Transaction (cont.)

As of March 31, 2022, the Company has now recorded the closing of the Transaction as follows:

Consideration received
Number of MAS Gold shares received	30,000,000
MAS Gold closingshareprice on March 31,2022	$0.10
Total fair value of gross consideration received	$ 3,000,000
Closing costs
Red Cloud advisory fee (paid with 1,350,000 MAS Gold shares)	(135,000)
CEO Bonus (paid with 900,000 MAS Gold shares)	(90,000)
Change of control payment payable to CFO	(21,000)
Legal fees incurred on transaction	(20,234)
Total closing costs	$ (266,234)
Netproceeds(A)	$ 2,733,766
Preview SW carrying costs
Carrying amount as of September 30, 2021	$ 2,751,594
Additional exploration work conducted to March 31, 2022	$ 204,903
Saskatchewangovernmentgrant receivable for exploration work	$ (50,000)
Net carrying costs of Preview SW at time of sale(B)	$ 2,906,497
Loss on sale of Preview SW for the six months ended March 31, 2022(A - B)	$(172,731)
Loss on reclassification previously recognized for the three months ended
December 31,2021	$ (182,119)
Gain recognized for the three months ended March 31, 2022	$ 9,388

18

Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

6. Preview SW Gold Project Transaction and exploration and evaluation assets (cont.)

Exploration and evaluation assets

Exploration and evaluation assets
Preview SW Corona (Mexico) Total March 31, 2022 Property acquisition costs Balance, beginning of year $ 2,695,000 $ 1 $ 2,695,001 Impairment write-down - - - Balance, end ofperiod 2,695,000 1 2,695,001 Exploration and evaluation costs Balance,beginningofyear 56,594 - 56,594 Costs incurred during period: Camp and field costs - - - Geological and geophysics 204,903 - 204,903 Government grant (50,000) - (50,000) Maps and reports - - - Balance, end ofperiod 211,497 - 211,497 Sale (2,906,497) - (2,906,497) Total $ - $ 1 $ 1	Total September 30, 2021
	$ 2,695,001 -
	2,695,001
	6,390
	1,446 33,258 - 15,500
	56,594
	$ 2,751,595

Corona Property, Mexico

During the year ended September 30, 2013, the Company completed all option requirements and earned a 50% interest in the Corona property in Mexico. During the year ended September 30, 2014, the Company wrote down the carrying value to $1. On December 7, 2015, Golden Goliath Resources Ltd. (“Golden Goliath”), which holds the other 50% interest in the Corona property, announced that it had signed an option agreement with Fresnillo PLC that includes the Corona property. During the year ended September 30, 2019, the option agreement was completed and exercised by Fresnillo PLC.

The Company retains a 0.5% NSR on the Corona property.

7. Accounts payable and accrued liabilities

	March 31,	September 30,
	2022	2021
Trade payables (Note 9)	$ 166,278	$ 91,283
Accrued liabilities	11,700	20,000
	$ 177,978	$ 111,283

19

Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

8. Share capital

Authorized share capital

The Company’s share capital consists of an unlimited number of common shares without par value.

Issued share capital

At March 31, 2022, there were 29,471,985 issued and fully paid common shares (September 30, 2021 25,331,985).

Return of capital

At the Company’s Annual and Special General Meeting help on October 19, 2020, the Company’s shareholders approved a motion to distribute the Company’s investments in the 1,000,000 common shares of White Gold and 1,387,210 common shares of E3 Metals (See also Note 4) to the Company’s shareholders on a pro-rata basis by way of a return of capital. The Company retained its 350,625 warrants in White Gold. On the Record Date, the Company distributed the Investments to its shareholders. The closing price of White Gold was $0.84 and the closing price of E3 Metals was $1.22 on the Record Date. As a result, the Company’s capital was reduced by a total of $2,385,256.

Under the Exchange rules, the Company is required to reprice its options and warrants to reflect the reduction in the Company’s capital by the fair value of the Investments in proportion to the Company’s market capitalization as determined by the Company’s closing share price of $0.17 and 25,331,985 common shares issued and outstanding on the Record Date. The Company had no warrants outstanding on the Record Date. The Company repriced its outstanding options on the Record Date as per the following table:

17-Mar-21 7-Apr-21 15-Aug-21 1-Mar-22 30-May-23 15-Jun-23 4-Apr-24	58,000 58,000 $1.25 0.446118415 $0.56 24,000 24,000 $1.25 0.446118415 $0.56 127,000 127,000 $1.78 0.446118415 $0.79 240,000 240,000 $0.98 0.446118415 $0.43 240,000 240,000 $0.35 0.446118415 $0.16 130,000 130,000 $0.25 0.446118415 $0.11 308,000 308,000 $0.25 0.446118415 $0.11 1,127,000 1,127,000

20

Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

8. Share capital (cont.)

Private Placement

On October 1, 2021, the Company closed a non-brokered private placement for aggregate gross proceeds of $388,900 comprising up to 2,225,000 units (“Units”) and up to 1,715,000 flow-through units (“FT Units”). Each Unit will be priced at $0.09 and will consist of one common share in the capital of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to purchase one additional common share of the Company (a “Share”) at an exercise price of $0.12 per Share for a period of 24 months from the closing date. Each FT Unit will be priced at $0.11 and consist of one flow-through common share in the capital of the Company (a “FT Share”) and one common share purchase warrant (a “FT Warrant”). Each FT Warrant will entitle the holder thereof to purchase one additional non flow-through common share of the Company at an exercise price of $0.12 per Share for a period of 24 months from the closing date. Using the residual method, there was no value allocated to the warrants issued as part of the units.

The expiry date of the Warrants is subject to an acceleration provision that provides that if the closing price of the Company’s common shares is equal to or greater than $0.24 for a period of 10 consecutive trading days, the Company has the right to accelerate the expiry date of the Warrants by giving written notice to the holders of the Warrants with the revised expiry date being 30 days from the date of the notice to the warrant holders. The acceleration of the Warrant expiry date may not be triggered prior to February 2, 2022.

The Company paid finder’s fees totaling $13,398 and issued 125,300 broker warrants as compensation to a finder that assisted with the offerings. Each broker warrant entitles the holder thereof to acquire one common share at a price of $0.09 per share at any time on or before October 1, 2023. The broker warrants were given a fair value of $7,000 using the Black-Scholes option pricing model and the following inputs: discount rate: 1.07%, expected volatility: 174%, annual dividend rate: Nil and expected life: 2 years.

The flow-through shares issued in this private placement were given a non-cash flow-through tax liability of $60,000 based on difference between the flow-through share issue price and the Company’s closing share price on October 1, 2021 multiplied by the number of flow-through shares issued. This liability reversed when the Company completed the required exploration work during 2022 (see also Note 6).

The securities issued under this private placement were subject to four-month hold period that expired on February 2, 2022.

Stock options

The Company has adopted an incentive stock option plan, which provides that the Board of Directors of the Company may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees and consultants to the Company, non-transferable stock options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 10% of the Company’s issued and outstanding common shares. Such options will be exercisable for a period of up to 10 years from the date of grant. In connection with the foregoing, the number of common shares reserved for issuance to any one optionee will not exceed five percent (5%) of the issued and outstanding common shares and the number of common shares reserved for issuance to all consultants will not exceed two percent (2%) of the issued and outstanding common shares. Options may be exercised no later than 30 days following cessation of the optionee’s position with the Company.

21

Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

8. Share capital (cont.)

Stock options (cont.)

The changes in options during the six months ended March 31, 2022 and 2021 are as follows:

	March 31, 2022	March 31, 2022		**March 31, **	2021
		Weighted			Weighted
		average			average
	Number of	exercise		Number of	exercise
	options		price	options	price
Options outstanding, beginning	918,000	*** $**	0.21	1,127,000	$ 0.67
Issued	1,200,000		0.09	-	-
Exercised	(200,000)		0.09	-	-
Expired	(240,000)		0.43	(58,000)	0.56
Options outstanding
and exercisable, ending	1,678,000	*$	0.11	1,069,000	*$ 0.28

*The weighted average exercise price was modified by the Company’s Return of Capital.

During the six months ended March 31, 2022, the Company issued 1,200,000 stock options to directors, officers and a consultant with an exercise price of $0.09 and expiry date of October 25, 2026 that 100% vested on grant (2021 - Nil). The options were given a fair value of $84,000 using the Black-Scholes option pricing model and the following inputs: discount rate: 1.34%, expected volatility: 137%, annual dividend rate: Nil and expected life: 5 years. No stock options were granted or exercised during the year ended September 30, 2021. The Company recognized $84,000 (2021 - $Nil) of share-based compensation from the vesting of options in the current period. At March 31, 2022, the weighted average remaining contractual life of outstanding options was 3.35 years (2021 – 1.87 years).

During the six months ended March 31, 2022, the Company received $18,000 from the exercise of 200,000 stock options (2021 - $Nil from Nil options exercised). As of March 31, 2022, the Company had also received $18,000 for the exercise of stock options, but had not yet issued the common shares (see also Note 12)

The following options were outstanding and vested as of March 31, 2022:

Expiry date	Outstanding Vested Exerciseprice*
May 30, 2023 June 15, 2023 April 4, 2024 October 25, 2026	240,000 240,000 $0.16 130,000 130,000 $0.11 308,000 308,000 $0.11 1,000,000 1,000,000 $0.09 1,678,000 1,678,000

*The exercise prices of stock options granted prior to November 13, 2020 were modified by the Company’s Return of Capital.

22

Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

8. Share capital (cont.)

Warrants

The changes in warrants during the six months ended March 31, 2022 and 2021 are as follows:

	March 31, 2022	March 31, 2022		March 31, 2021	March 31, 2021
		Weighted			Weighted
		average			average
	Number of	exercise		Number of	exercise
	warrants		price	warrants		price
Warrants outstanding, beginning	-		-	833,333	$	0.075
Issued	4,065,300	$	0.12	-		-
Exercised	-		-	(833,333)	$	0.075
Warrants outstanding, ending	4,065,300	$	0.12	-		-

During the six months ended March 31, 2022, the Company received $Nil from the exercise of Nil warrants (2021 – $62,500 from 833,333 warrants). The weighted average remaining contractual life of warrants outstanding as of March 31, 2022 was 1.50 years (March 31, 2021 – Nil).

The following warrants were outstanding as of March 31, 2022:

Expiry date	Outstanding Exerciseprice
*October 1, 2023 October 1, 2023	3,940,000 $0.12 125,300 $0.09 4,065,300**

• The expiry date of the Warrants is subject to an acceleration provision that provides that if the closing price of the Company’s common shares is equal to or greater than $0.24 for a period of 10 consecutive trading days, the Company has the right to accelerate the expiry date of the Warrants by giving written notice to the holders of the Warrants with the revised expiry date being 30 days from the date of the notice to the warrant holders.

** Broker warrants.

Basic and diluted earnings (loss) per share

The calculation of basic and diluted (loss) earnings per share for the six months ended March 31, 2022 was based on the (loss) income attributable to common shareholders of $(385,256) (2021 – $461,390) and the weighted average number of common shares outstanding of 29,301,655 (2021 – 25,278,652).

Diluted loss per share for the three and six months ended March 31, 2022 does not include the effect of 1,678,000 stock options and 4,065,300 share purchase warrants because the effect would be anti-dilutive. Diluted earnings per share for the six months ended March 31, 2021 includes the effect of 1,069,000 stock options and Nil share purchase warrants.

Share-based payment reserve

The share-based payment reserve records items recognized as stock-based compensation expense and other share-based payments until such time that the stock options or warrants are exercised, at which time the corresponding amount will be transferred to share capital.

23

Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

9. Related party transactions

The Company incurred the following transactions with respect to officers and directors of the Company or corporations controlled by them during the six months ended March 31, 2022 and 2021:

Key management personnel compensation

		March 31,		March 31,
		2022		2021
Administration, director and consulting fees	$	68,000	$	39,000
Management fees		150,000		60,000
Share-based compensation to directors and officers		77,000		-
	$	295,000	$	99,000

Related party balances included in accounts payable and accrued liabilities

	March 31,	March 31,
	2022	2021
Due to officers and directors and officers for consulting fees	$ 97,495	$ -
Due to companywith a common director and officer	5,340	5,161
	$ 102,835	$ 5,161

The Company paid $10,729 for shared rent and office services (2021 - $9,495) to a company with a common director and officer during the six months ended March 31, 2022.

24

Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

10. Financial instruments and risk management

The Company’s financial instruments consist of cash, other receivables, accounts payable and investments.

The fair value of the Company’s financial assets and liabilities approximates the carrying amount. Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

• Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

• Level 3 – Inputs that are not based on observable market data.

The Company’s cash is measured using level 1 inputs. The fair value of the Company’s investment in the shares of a public company is measured using level 1 inputs. The fair value was determined by reference to the underlying share price quoted on the open market at the reporting date.

The Company’s financial instruments are exposed to certain financial risks, including credit risk, liquidity risk and interest risk.

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to fulfill an obligation causing the other party to incur a financial loss. The Company is exposed to credit risks arising from its cash. The Company manages credit risk by placing cash with major Canadian financial institutions. Management believes that credit risk is low.

Interest Rate Risk

Interest rate risk is the risk that an investment's value will change due to a change in the level of interest rates. The Company’s exposure to interest rate risk relates to its ability to maintain the current rate of interest on its cash equivalents. Management believes the interest rate risk to be minimal.

Liquidity Risk

Liquidity risk is the risk that the Company will not have sufficient funds to meet its financial obligations when they are due. To manage liquidity risk, the Company reviews additional sources of capital to continue its operations and discharge its commitments as they become due. Management believes liquidity risk is high.

Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and price risk. The Company’s functional currency is the Canadian dollar. The Company does not use any form of derivative or hedging instruments to reduce its foreign currency risk.

25

Comstock Metals Ltd. Notes to the Condensed Interim Financial Statements (Expressed in Canadian dollars unless otherwise noted - Unaudited) For the six months ended March 31, 2022

11. Capital management

The Company identifies capital as cash and share capital. The Company manages its capital structure and makes adjustments to it depending on the funds available to the Company for acquisition, exploration and development of exploration and evaluation assets. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management.

The properties in which the Company has interests are in the exploration stage. As such, the Company is dependent on external financing to fund its activities. In order to carry out its planned exploration and pay for on-going general and administrative expenses, the Company will use existing working capital and raise additional capital as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

Management reviews its capital management approach on an on-going basis and believes that this approach, given the small size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements and there were no changes in its approach to capital management during the six months ended March 31, 2022.

12. Commitments

Agreement with President and CEO

On May 15, 2021, the Company renewed its consulting agreement with a company owned and controlled by its President and CEO (the “CEO”) for a 12-month term. Under the agreement, the CEO is to be paid $10,000 per month or $15,000 per month when a private placement occurs. The CEO waived this clause during 2021 and only received his standard fee of $10,000 per month during the Company’s private placement that closed on October 1, 2021 (See also Note 8). The CEO shall also receive a bonus of 3% of the value of any material asset sale that occurs during his term. In the event that no such material asset sale occurs during his term, the CEO shall be eligible to earn a bonus of up to $50,000 as determined by the Company’s other board members.

13. Subsequent events

Common shares issued for Stock options exercised

On April 7, 2022, the Company issued 200,000 common shares from the exercise of 200,000 stock options. The Company received $18,000 for this stock options exercise prior to March 31, 2022.

26