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Comstock Metals Ltd. — Management Reports 2024
Dec 19, 2024
46375_rns_2024-12-19_e0fb9386-dfb1-4c3c-a44c-e7da48d7239e.pdf
Management Reports
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COMSTOCK METALS LTD.
Comstock Metals Ltd.
Form 51-102F1
Management's Discussion and Analysis
For the Year Ended September 30, 2024
Expressed in Canadian Dollars Unless Otherwise Noted
This Management Discussion and Analysis ("MD&A"), dated as of December 19, 2024, should be read in conjunction with the audited financial statements for year ended September 30, 2024 of Comstock Metals Ltd. (also referred to as "Comstock" or the "Company", or "we" or "our") and other corporate filings available under Comstock's company profile on SEDAR at www.sedarplus.ca and the Company's website, www.comstock-metals.com. We report our financial position, results of operations and cash flows in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.
Overview and Overall Performance
Comstock is a publicly traded company traded on the TSX Venture Exchange's NEX Board (the "Exchange") under the symbol "CSL-H" as well as on the OTC under symbol "CMMMF". Comstock is currently considering its various options including the acquisition and exploration of new projects.
For the funding of property acquisitions and operations, the Company currently depends primarily on the issuance of shares from the treasury to investors which include the possible exercise of existing warrants, options or the issuance of new shares under one or more private placements. The head office, registered office, principal address and records office of the Company are located at P.O. Box 30072, RPO Parkgate Vlg, North Vancouver, British Columbia, Canada, V7H 2Y8.
As of September 30, 2024, the Company has a working capital of $209,341 (September 30, 2023 – working capital of $285,885) and cash on hand of $8,434 (September 30, 2023 - $58,978). As of the date of this report, the Company is not able to finance day to day activities through operations. The Company's continuation as a going concern is dependent upon its ability to acquire a new business or mineral property and its ability to attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations or to monetize one or more of its assets. 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 may finance operating costs over the next twelve months with cash on hand, sale of assets and investments, loans, the exercise outstanding warrants and options, and/or private placement of common shares.
COMSTOCK METALS LTD.
Comstock Metals Ltd.
Management's Discussion and Analysis
For the year ended September 30, 2024
Investment in MAS Gold
On March 31, 2022, the Company received 27,750,000 common shares of MAS Gold Corp. (TSXV: MAS, "MAS Gold") from the sale of its Preview SW Gold Project. The MAS Gold Shares were received at a fair market value of $2,775,000 as of March 29, 2022. As of June 30, 2024, the Company held 47,095,000 common shares in MAS Gold with a fair value of $706,425 (September 30, 2023 – 47,095,000 common shares with a fair value of $706,425). Using the most recently available financial information, the Company estimates it held a 12.3% ownership stake in MAS Gold as of September 30, 2024 (September 30, 2023 – 12.3%) and did not have significant influence as defined in IFRS IAS 28 Investments in Associates and Joint Ventures.
MAS Gold Rights Offering
On June 30, 2023, the Company received 27,750,000 rights (the "MAS Gold Rights"). Each MAS Gold Right entitled the holder to purchase one common share in MAS Gold for $0.01 per share until September 5, 2023.
Sales of MAS Gold Shares and Rights
During the year ended September 30, 2024, the Company did not sell any MAS Gold common shares. During the year ended September 30, 2023, the Company sold 1,655,000 MAS Gold Shares for net proceeds of $32,740. During the period from June 30, 2023 to September 5, 2023, the Company sold 2,706,000 MAS Gold Rights for net proceeds of $12,920.
Exercise and Expiration of MAS Gold Rights
On September 5, 2023, the Company exercised 21,000,000 MAS Gold Rights paying $210,000 for 21,000,000 MAS Gold shares and 4,044,000 MAS Gold Rights expired unexercised. The MAS Gold Rights exercise was funded by loans from the Company's management and the MAS Gold shares that were purchased are subject to the conditions of loan agreements signed between the Company and its management.
Loans payable
On August 25, 2023, the Company's CFO loaned the Company $10,000 and on August 29, 2023, the Company's CEO loaned the Company $200,000. The combined proceeds of $210,000 from the two loans were used to exercise 21,000,000 MAS Gold Rights. Under the terms of the loan agreements between the parties, the amounts owing under the loans together with interest at 10% per annum are secured by, and the lenders have sole recourse to, the 21,000,000 MAS Gold Shares acquired with the proceeds of the loans. The loans will be repaid on a pro rata basis through the net proceeds of any sale of these 21,000,000 MAS Shares. If, following the sale of these MAS Gold Shares there are funds remaining with the Company, such funds will be used to first re-pay $102,975 owing to the CEO's consulting company and $65,625 to the CFO's consulting company for services provided to the Company up to December 31, 2022 on a pro rata basis, and then, if additional funds are remaining, to pay other Company debts and for corporate purposes. If there are insufficient funds from the sale of the MAS Gold Shares to repay the loans, then the remaining balance on the loans will be forgiven. For the year ended September 30, 2024, the Company has recorded a total of $21,058 in interest expense (year ended September 30, 2023 – $1,852) that is included in the loans payable balance.
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COMSTOCK METALS LTD.
Comstock Metals Ltd.
Management's Discussion and Analysis
For the year ended September 30, 2024
Mexico
The Corona Gold-Silver Project (the "Corona Property") is located in the Ocampo-Uruachic District of western Chihuahua, Mexico - a centre of gold and silver production for over 300 years. As a result of Fresnillo PLC's discovery of the Orisyvo gold deposit (Indicated & inferred resources: 2.72 million ounces of gold in oxides and 6.51 million ounces of gold in sulphides), the Uruachic district has drawn the attention of a number of gold exploration companies in addition to Comstock.
During the year ended September 30, 2013, the Company completed all option requirements and earned a 50% interest in the Corona property. 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.
At September 30, 2023, the Company retained a 0.5% NSR on the Corona property. On August 29, 2024, the Company entered into an agreement to sell and terminate its NSR to Golden Goliath Resources Ltd. in exchange for $5,000 on or before October 15, 2024. The Company had not received the proceeds from the sale of its NSR as of September 30, 2024 (See also Events after the reporting period).
Results of Operations for Year Ended September 30, 2024
For the year ended September 30, 2024, the Company recognized a net and comprehensive loss of $76,544 (year ended September 30, 2023 ("2023") – $1,223,989). The decrease in net loss of $1,147,445 from 2023 is primarily due to the following:
- Corporate development decreased to $600 (2023 - $2,641) due to the Company making more news releases in the prior year.
- Management fees decreased to $Nil (2023 - $15,000) due to the Company's CEO voluntarily taking a 50% fee reduction on May 15, 2022 and effective January 1, 2023, agreeing to suspend all fee payments to himself.
- Office, administrative and miscellaneous decreased to $13,038 (2023 - $22,358) due to the Company's directors voluntarily agreeing to suspend all fee payments to themselves and the Company closing its Vancouver office effective January 1, 2023.
- Professional fees decreased to $31,995 (2023 - $44,231) due to the Company's reduced activity in the current period and the Company's CFO has voluntarily agreed to suspend all fee payments to himself effective January 1, 2023. Most of the Company's professional fees expense is for the cost of its annual financial statements audit.
- Realized loss on the sale of investments decreased to $Nil (2022 - $119,840). The 2023 loss resulted from the sales of MAS Gold shares and was partially offset by the sales of MAS Gold rights.
- Unrealized fair value loss on investments decreased to $Nil (2023 - $1,003,075). The Company adjusted the fair value of its investment in 47,095,000 MAS Gold shares to $0.015 per share as of September 30, 2024 (2023 – 47,095,000 MAS Gold shares with a fair value of $0.015 per share).
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COMSTOCK METALS LTD.
Comstock Metals Ltd.
Management's Discussion and Analysis
For the year ended September 30, 2024
Cash Flows
For the year ended September 30, 2024, the Company's net cash used in operating activities was $50,544 compared to $46,493 in 2023. The small increase is due to changes in non-cash working capital items when compared to the prior year.
Net cash used in investing activities for the year ended September 30, 2024 was $Nil compared to $164,340 used in 2023 from the exercise of $210,000 of MAS Gold rights net of the proceeds from the sale of $45,660 of MAS Gold shares.
Net cash received from financing activities for the year ended September 30, 2024 was $Nil compared to $210,000 in loans received from management during the year ended 2023.
The Company's cash decreased by $50,544 during the year ended September 30, 2024 compared to a $833 decrease in 2023. The Company's cash balance was $8,434 as of September 30, 2024 compared to $58,978 at September 30, 2023.
Select Annual Results
| September 30, 2024 | September 30, 2023 | September 30, 2022 | |
|---|---|---|---|
| Operating Expenses | $ 77,504 | $ 102,165 | $ 379,803 |
| Other Income (Expense) | $ 960 | $ (1,121,824) | $ (1,247,335) |
| Net and Comprehensive Loss | $ 76,544 | $ 1,223,989 | $ 1,627,138 |
| Loss per Share | $ 0.00 | $ 0.04 | $ 0.06 |
| Total Assets | $ 716,199 | $ 767,303 | $ 1,742,457 |
| Dividends | $ - | $ - | $ - |
Summary of Quarterly Results
This table sets forth selected quarterly financial information for each of the last eight quarters:
| Three Months Ended | Sep. 30 2024 $ | Jun. 30 2024 $ | Mar. 31 2024 $ | Dec. 31 2023 $ | Sep. 30 2023 $ | Jun. 30 2023 $ | Mar. 31 2023 $ | Dec. 31 2022 $ |
|---|---|---|---|---|---|---|---|---|
| Net and comprehensive income (loss) | (14,258) | 225,139 | (37,799) | (249,626) | (24,647) | (287,757) | (284,439) | (627,146) |
| Net (loss) income per share – basic and diluted | $(0.00) | $0.01 | $(0.00) | $(0.01) | $(0.00) | $(0.01) | $(0.01) | $(0.02) |
The above quarterly results were prepared in accordance with International Financial Reporting Standards ("IFRS"). The June 30, 2024 income includes an unrealized gain of $235,475 for the fair value of its investment in MAS Gold. The December 31, 2023 loss includes an unrealized loss of $235,475 for the fair value of its investment in MAS Gold. The September 30, 2023 loss includes an unrealized loss of $106,925 for the fair value of its investment in MAS Gold and $119,840 realized loss from the sales of MAS Gold shares and rights. The June 30, 2023 loss includes an unrealized loss of $277,500 for the fair value of its investment in MAS Gold. The March 31, 2023 loss includes an unrealized loss of $277,500 for the fair value of its investment in MAS Gold. The December 31, 2022 loss includes an unrealized loss of $555,000 for the fair value of its investment in MAS Gold.
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COMSTOCK METALS LTD.
Comstock Metals Ltd.
Management's Discussion and Analysis
For the year ended September 30, 2024
Three-month period ended September 30, 2024
During the three-month period ended September 30, 2024, the Company reviewed and considered various projects for the Company's future, but did not enter into any commitments or agreements.
Liquidity
As of September 30, 2024, the Company has a working capital of $209,341 (September 30, 2023 – working capital of $285,885) and cash on hand of $8,434 (September 30, 2023 - $58,978). This working capital consisted primarily of its investment in MAS Gold as well as cash, other receivables, prepaid expenses less accounts payable and accrued liabilities and loans payable.
Capital Resources
The Company's share capital consists of an unlimited number of common shares without par value.
Off-Balance Sheet Arrangements
The Company has not entered any off-balance sheet arrangements.
Board of Directors and Officers
As of the date of this report, the Company has the following officers and directors.
Steven H. Goldman, President & CEO / Director
Steven H. Goldman was appointed as Interim CEO and President effective May 15, 2018, and then appointed as CEO and President effective May 15, 2019. He initially became a director in Comstock Metals in 2016. He was a founding partner and is now counsel to the Toronto law firm of Goldman Hine LLP. Before joining that firm, he successfully led the restructuring and turnaround of the Speedy Auto Service and Minute Muffler franchise systems as their President and CEO from December 2007 until December 2009. Mr. Goldman graduated from Carleton University in 1976 (BA, President's Medal) and from Queen's University in 1980 (LLB/JD). Mr. Goldman was called to the Bar in Ontario in 1982. He is also a former Director of Tribute Pharmaceuticals Inc and Alegro Health Corp. He is currently a member of the board of directors of Select Sands Corp. (trading on the TSX.V as symbol SNS).
Arnold Tenney, Chairman of the Board
Mr. Tenney is the Chairman and a director of the Company. In addition, Mr. Tenney was the Chairman and a director of Tribute Pharmaceuticals Inc. from April 2004 to February 2016. Mr. Tenney was a financial consultant at Devine Entertainment Corporation ("Devine"), a children and family film production and development company from 2002 to 2011. Prior to his position at Devine, Mr. Tenney was Chief Executive Officer of ARC International Corporation from 1978 to 2000. ARC International Corporation was a developer of indoor ice arenas and tennis clubs, as well as an investment company involved in entertainment and cable television. Mr. Tenney was a director and Chairman of the Board of Cabletel Communications from 1985 to 2000, which was a leading supplier of broadband equipment to the cable television industry. Mr. Tenney was a director of Ballantyne of Omaha, Inc. from 1988 to 2000 and served as Chairman of the Board from 1992 to 2000. Ballantyne of Omaha, Inc. was a leading manufacturer of commercial motion picture projection equipment. Mr. Tenney served as a director for Phillip Services Inc., a Canadian metal recycling company, from 1998 to 2000. He served in such capacity as a representative of Mr. Carl Icahn.
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COMSTOCK METALS LTD.
Comstock Metals Ltd.
Management's Discussion and Analysis
For the year ended September 30, 2024
Robert Luffman, Director
Robert Luffman, a Canadian CPA, CMA (certified management accountant), has close to 30 years of financial experience in a variety of businesses and charitable endeavors. Mr. Luffman currently serves as the Chief Financial Officer of Gracetree Investments, LLC, a family office in Bristol, Tennessee and as the Chief Financial Officer of Gregory Pharmaceutical Holdings, Inc. Gracetree has numerous successful investments in the pharmaceutical industry, real estate, information technology, and other private businesses. Mr. Luffman began his career as an accountant at the United Co-operatives of Ontario and served for 13 years as a Division Controller of what is now AGC Glass North America, a Japanese-owned international automotive, residential and commercial glass manufacturer. Mr. Luffman is serving or has served on a number of corporate and charitable boards.
Mr. Luffman received his designation from the Society of Management Accountants of Ontario in 1992 and is currently a member of ACAUS (Association of Chartered Accountants in the U.S.).
Derek Knight, Director
Derek Knight is a two-decade veteran in project management with a proven track record of delivering efficiency optimization and cost benefit. Currently serving as COO at Snow Lake Lithium (Nasdaq: LITM), a significant lithium mining company in Northern Manitoba, which raised $27.6M USD during its IPO in November 2021. Prior to his current role, Derek acted in the capacity of CEO and was responsible for several funding rounds in addition to corporate restructuring and resource expansion. Derek also served as COO at Progressive Planet (PLAN), a TSXV listed entity where he was responsible for the asset management of a multi resource strategy company. During the course of his tenure, Derek managed a cost rationalization project that involved asset disposal and the execution and commissioning of a successful processing facility.
Darren Urquhart, CFO
Mr. Urquhart is a chartered professional accountant with over twenty years of experience working in public practice and industry. Mr. Urquhart operates his own public practice accounting firm offering chief financial officer and accounting services to TSX Venture Exchange listed companies in Vancouver. He has also served as director for some of his corporate clients. Mr. Urquhart began his career working as an audit accountant with Grant Thornton LLP, then later worked as a senior tax accountant with Lohn Caulder Chartered Accountants. Mr. Urquhart obtained his chartered accountant designation in 2001 and is a member of the Chartered Professional Accountants of British Columbia. In 1995, Mr. Urquhart graduated from the University of British Columbia with a Bachelor degree of Applied Science in Electrical Engineering.
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COMSTOCK METALS LTD.
Comstock Metals Ltd.
Management's Discussion and Analysis
For the year ended September 30, 2024
Transactions with Related Parties
The Company incurred the following transactions with respect to officers and directors of the Company or corporations controlled by them during the years ended September 30, 2024 and 2023:
Key management personnel compensation
| Year ended | ||
|---|---|---|
| September 30, 2024 | September 30, 2023 | |
| Steven Goldman – Consulting fees* | $ - | $ 15,000 |
| Arnold Tenney – Consulting fees | - | 3,000 |
| Robert Luffman – Consulting fees | - | 1,500 |
| Derek Knight – Consulting fees | - | 1,500 |
| Darren Urquhart – Consulting fees | - | 10,500 |
| Total compensation of officers and directors | $ - | $ 31,500 |
Effective January 1, 2023, the Company's directors and officers have voluntarily agreed to suspend all fee payments to themselves.
Related party balances included in accounts payable and accrued liabilities
| September 30, 2024 | September 30, 2023 | |
|---|---|---|
| Due to directors and officers for consulting fees | $ 210,980 | $ 210,980 |
| Due to directors and officers for expenses | - | 364 |
| $ 210,980 | $ 211,344 |
The Company paid $6,409 for shared rent and office services including office closure costs to a company with a common director and officer during the year ended September 30, 2023. Effective January 1, 2023, the Company is no longer sharing office space with another company.
Related party balances included in loans payable
| September 30, 2024 | September 30, 2023 | |
|---|---|---|
| Loan from CEO and accrued interest | $ 221,808 | $ 201,753 |
| Loan from CFO and accrued interest | 11,102 | 10,099 |
| $ 232,910 | $ 211,852 |
Proposed Transactions
As is typical of a publicly traded corporation, the Company is continually reviewing potential acquisition and joint venture transactions and opportunities that could enhance shareholder value. At present, there are no transactions being contemplated by management or the board that would affect the financial condition, results of operations and cash flows, other than in the normal course of the Company's business, other than those already disclosed herein.
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COMSTOCK METALS LTD.
Comstock Metals Ltd.
Management's Discussion and Analysis
For the year ended September 30, 2024
Critical Accounting Estimates
Mineral properties consist of exploration and mining concessions, options and contracts. Acquisition and exploration costs are capitalized and deferred until such time as the property is put into production, or the property is disposed of either through sale or abandonment. If put into production, the costs of acquisition and exploration will be written off over the life of the property, based on estimated economic reserves. Proceeds received from the sale of any interest in a property will be credited against the carrying value of the property, with any excess included in operations for the year. If a property is abandoned, the acquisition and deferred exploration costs will be written off to operations.
Although the Company has taken steps to verify title to mineral properties in which it has an interest, in accordance with industry norms for the current stage of exploration of such properties, these procedures do not guarantee the Company's title. Property may be subject to unregistered prior agreements and non-compliance with regulatory requirements. The Company is not aware of any disputed claims of title.
Recorded costs of mineral properties and deferred exploration expenditures are not intended to reflect present or future values of mineral properties. The costs are subject to measurement uncertainty, and it is reasonably possible, based on existing knowledge, that change in future conditions could require a material change in the recognized amount.
Management reviews capitalized costs on its mineral properties on a periodic basis and will recognize impairment in value based upon current exploration results and upon management's assessment of the future probability of profitable revenues from the property or from sale of the property.
The Company measures the cost of the service received for all stock options made to consultants, employees and directors based on an estimate of fair value at the date of grant. The Company uses the Black-Scholes option pricing model to estimate the fair value of each stock option at the date of grant. Stock options which vest immediately are recorded at the date of grant. Stock options that vest over time are recorded over the vesting period using the straight-line method. Stock options issued to outside consultants that vest over time are valued at the grant date and subsequently re-valued on each vesting date and expensed as services are rendered. Stock based compensation is recognized as expensed or, if applicable, capitalized to mineral property costs with a corresponding increase in contributed surplus. On exercise of the stock option, consideration received and the estimated fair value previously recorded in contributed surplus is recorded as share capital.
Financial Instruments and Other Instruments
The Company has not entered into any specialized financial agreements to minimize its investment risk, currency risk or commodity risk. As of the date hereof, the Company's investment in resource properties has full exposure to commodity risk, both upside and downside. As the metal prices move so does the underlying value of the Company's metal projects.
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COMSTOCK METALS LTD.
Comstock Metals Ltd.
Management's Discussion and Analysis
For the year ended September 30, 2024
Commitments
New Agreement Signed with President and CEO
On May 15, 2022, the Company renewed its consulting agreement with a company owned and controlled by its President and CEO for a 12-month term. Under the agreement, the CEO was paid $5,000 per month. Effective January 1, 2023, the monthly compensation was reduced to $0.00. The CEO will be able to receive a bonus of 3% of the value of any merger, reverse takeover or 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. Effective May 15, 2024 and 2023, the consulting agreement was renewed informally on a month-to-month basis, subject to the Company's right to terminate the consulting agreement on one month's notice.
Events after the reporting period
On October 10, 2024, the Company received $5,000 for the sale and termination of its NSR on the Corona Property (See also Mexico).
Outstanding Share Data as of the Report Date
As of the date of this report, there was an aggregate of 29,671,985 common shares issued, 800,000 stock options outstanding at a weighted average exercise price of $0.09 and Nil warrants outstanding.
A summary of the stock options outstanding as of the date of this report follows:
| Expiry date | Outstanding | Exercisable | Exercise price |
|---|---|---|---|
| October 25, 2026 | 800,000 | 800,000 | $0.09 |
| 800,000 | 800,000 |
Risks and Uncertainties
The Company is subject to a number of risks and uncertainties due to the nature of its business. The Company's exploration and development activities expose the Company to various financial and operational risks that could have a significant impact on its level of operating cash flows in the future. Readers are advised to study and consider risk factors stressed below.
The following are identified as main risk factors that could cause actual results to differ materially from those stated in any forward-looking statements made by, or on behalf of, the Company.
General Resource Exploration Risks and Competitive Conditions
The resource exploration industry is an inherently risky business with significant capital expenditures and volatile metals markets. The marketability of any minerals discovered may be affected by numerous factors that are beyond the Company's control and which cannot be predicted, such as market fluctuations, mineral markets and processing equipment, and changes to government regulations, including those relating to royalties, allowable production, importing and exporting of minerals, and environmental protection. This industry is intensely competitive and there is no guarantee that, even if commercial quantities are discovered, a profitable market will exist for their sale. The Company competes with other junior exploration companies for the acquisition of mineral claims as well for the engagement of qualified contractors. Metal prices have fluctuated widely in recent years, and they are determined in international markets over which the Company has no influence.
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COMSTOCK METALS LTD.
Comstock Metals Ltd.
Management's Discussion and Analysis
For the year ended September 30, 2024
Governmental Regulation
Regulatory standards continue to change, making the review process longer, more complex and therefore more expensive. Exploration and development on the Company's properties are affected by government regulations relating to such matters as environmental protection, health, safety and labour, mining law reform, restrictions on production, price control, tax increases, maintenance of claims, and tenure. There is no assurance that future changes in such regulations couldn't result in additional expenses and capital expenditures, decreasing availability of capital, increased competition, reserve uncertainty, title risks, and delays in operations. The Company relies on the expertise and commitment of its management team, advisors, employees and contractors to ensure compliance with current laws.
Approval
The Board of Directors of Comstock Metals Ltd. has approved the contents of this Management Discussion and Analysis as of the date of this report.
Additional Information
Additional information concerning the Company and its operations is available on SEDAR at www.sedarplus.ca and on the Company website at www.comstock-metals.com
Cautionary Note Regarding Forward Looking Statements
This MD&A includes some statements that may be considered "forward-looking statements". All statements in this discussion that address the Company's expectations about future exploration and development are forward-looking statements. Although the Company believes the expectations presented in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploration successes, availability of capital and financing, and general economic, market, and business conditions. Readers are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.
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