Mr. Steven Goldman reports

COMSTOCK ANNOUNCES LOAN AGREEMENT AND INTENTION TO EXERCISE 21,000,000 RIGHTS TO PURCHASE MAS GOLD SHARES

Comstock Metals Ltd. has entered into loan agreements dated as of Aug. 31, 2023, to borrow an aggregate of $210,000. The loan agreements have been entered into with companies controlled by Steven Goldman, the company's chief executive officer ($200,000) and Darren Urquhart, the company's chief financial officer ($10,000). The proceeds from the loans will be used to exercise 21 million rights of MAS Gold Corp. held by the company which expire on Sept. 5, 2023, with each right entitling the holder to acquire one common share in the capital of MAS at an exercise price of one cent per MAS share. Immediately following the exercise of the 21 million MAS rights on or before 5 p.m. Toronto time on Sept. 5, 2023, Comstock will own 47,095,000 MAS shares.

Under the terms of the loan agreements the amounts owing under the loans together with interest at 10 per cent per annum will be secured by, and the lenders will have sole recourse to, the 21 million MAS 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 million MAS shares. If, following the sale of these MAS shares, there are finances remaining with the company, such finances will be used to first repay the amounts owing to Mr. Goldman's consulting company (approximately $102,975) and Mr. Urquhart's consulting company (approximately $65,625) for services provided to the company up to Dec. 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 finances from the sale of the MAS shares to repay the loans, then the remaining balance on the loans will be forgiven.

Mr. Goldman and Mr. Urquhart are considered to be related parties (within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), making the transactions related-party transactions (within the meaning of MI 61-101). The company was exempt from obtaining a formal valuation for, and minority approval of, the related-party subscriptions pursuant to Section 5.5(b) and 5.7(1)(a) of MI 61-101, respectively. The loan transactions were approved by the disinterested directors of the company.

About Comstock Metals Ltd.

Comstock Metals is a publicly traded company which formerly operated as a mining exploration company in Canada but is currently focused on identifying new opportunities.

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