Renewable metals firm Comstock Resources, Inc. (CRK) announced on Monday that it has agreed to sell its mineral, mining and processing subsidiaries to Mackay Precious Metals Inc. for more than $45 million.
The deal includes over $30 million in cash and stock payments, a retained 1.5% royalty, and a $10 million contingent payment. Mackay will also assume all reclamation obligations and liabilities.
Upon closing, Comstock will receive $20 million in cash and 2 million shares of Mackay Gold & Silver Corp valued at over $3.5 million. A second cash payment of $7 million is due within 18 months. Mackay may pay up to $2 million of the second tranche in shares.
The Nevada-based company will also keep a 1.5% net smelter return royalty on silver, gold and other minerals extracted from the properties. Mackay can buy back the royalty for $3.5 million in cash, or $7 million if a separate contingent payment is not triggered.
Comstock is entitled to a further $10 million if, within seven years, Mackay decides to build a mine on the properties or Mackay is sold or merged in a deal valued at $500 million or more.
Mackay will acquire four Comstock units: Comstock Mining LLC, Comstock Processing LLC, Comstock Exploration and Development LLC, and Comstock Real Estate Inc. The assets include mining claims, town lots, processing facilities, permits and water rights.
Comstock said the divestiture would cut costs tied to the mining assets by more than $1.5 million a year.
"This transaction achieves a critical milestone in our transformation from a hard rock, junior mining company to our growing, global, renewable metals and materials company," Chief Executive Corrado De Gasperis said.
The deal follows Mackay's lease of Comstock's Northern Targets in 2023 and purchase of those properties in December 2024 for $3.85 million. Comstock said it received about $8 million from those earlier deals, including lease payments.
In pre-market activity on the NYSE, shares of Comstock were up 0.84 percent, changing hands at $13.20, after closing Thursday's regular session 0.23 percent lower.
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