Nevada
|
1040
|
65-0955118
|
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer Identification
No.)
|
Large accelerated filer
¨
|
Accelerated filer
x
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
|
|
Shares Outstanding
|
Title of Class
|
|
January 26, 2015
|
Common Stock
|
|
89,740,513
|
|
|
|
|
|
|
|
|
|
|
•
|
availability of labor, energy, transportation, equipment, and infrastructure;
|
•
|
changes in input commodity prices and labor costs;
|
•
|
fluctuations in currency exchange rates;
|
•
|
availability and terms of financing;
|
•
|
changes in anticipated tonnage, grade and metallurgical characteristics of the ore to be mined and processed;
|
•
|
recovery rates of gold and other metals from the ore;
|
•
|
difficulty of estimating construction costs over a period of year;
|
•
|
delays in completing any environmental review or in obtaining environmental or other government permits;
|
•
|
weather and severe climate impacts;
|
•
|
potential delays related to social and community issues.
|
•
|
investors’ perceptions of the Company and its prospects;
|
•
|
investors’ perceptions of the Company’s and/or the industry’s risk and return characteristics relative to other investment alternatives;
|
•
|
investors’ perceptions of the prospects of the mining and commodities markets;
|
•
|
difficulties between actual financial and operating results and those expected by investors and analysts;
|
•
|
our inability to obtain permits or otherwise fail to reach Company objectives;
|
•
|
changes in our capital structure;
|
•
|
trading volume fluctuations;
|
•
|
actual or anticipated fluctuations in quarterly financial and operational results;
|
•
|
volatility in the equity securities market; and
|
•
|
sales, or anticipated sales, of large blocks of the Company’s common stock.
|
Quarterly Period
|
High
|
|
Low
|
||||
2014
|
|
|
|
||||
Fourth Quarter
|
$
|
1.36
|
|
|
$
|
0.65
|
|
Third Quarter
|
$
|
1.69
|
|
|
$
|
1.19
|
|
Second Quarter
|
$
|
1.77
|
|
|
$
|
1.56
|
|
First Quarter
|
$
|
2.06
|
|
|
$
|
1.63
|
|
|
|
|
|
||||
2013
|
|
|
|
|
|
||
Fourth Quarter
|
$
|
1.90
|
|
|
$
|
1.64
|
|
Third Quarter
|
$
|
2.23
|
|
|
$
|
1.64
|
|
Second Quarter
|
$
|
2.06
|
|
|
$
|
1.65
|
|
First Quarter
|
$
|
2.20
|
|
|
$
|
1.78
|
|
|
12/31/2009
|
|
|
12/31/2010
|
|
|
12/31/2011
|
|
|
12/31/2012
|
|
|
12/31/2013
|
|
|
12/31/2014
|
|
LODE
|
100.00
|
|
|
240.28
|
|
|
126.32
|
|
|
157.38
|
|
|
125.19
|
|
|
51.43
|
|
NYSE MKT Composite Index
|
100.00
|
|
|
108.70
|
|
|
101.04
|
|
|
111.89
|
|
|
134.81
|
|
|
142.10
|
|
Market Vectors Gold Miners
|
100.00
|
|
|
129.69
|
|
|
110.07
|
|
|
95.90
|
|
|
43.43
|
|
|
36.47
|
|
|
YEARS ENDED DECEMBER 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue - Mining
|
$
|
24,736,929
|
|
|
$
|
24,103,013
|
|
|
$
|
4,504,457
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Revenue - Hospitality
|
846,432
|
|
|
723,574
|
|
|
634,159
|
|
|
473,386
|
|
|
—
|
|
|||||
Total revenues
|
25,583,361
|
|
|
24,826,587
|
|
|
5,138,616
|
|
|
473,386
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
COST AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Costs applicable to mining revenue
|
19,126,632
|
|
|
26,495,665
|
|
|
3,554,727
|
|
|
—
|
|
|
—
|
|
|||||
Hospitality operating costs
|
1,260,972
|
|
|
1,117,225
|
|
|
928,897
|
|
|
570,039
|
|
|
—
|
|
|||||
Exploration and mine development
|
2,658,473
|
|
|
3,012,790
|
|
|
11,901,250
|
|
|
7,115,382
|
|
|
3,148,899
|
|
|||||
Mine claims and costs
|
3,750,866
|
|
|
3,735,267
|
|
|
3,280,059
|
|
|
2,354,917
|
|
|
787,728
|
|
|||||
Environmental and reclamation
|
1,107,170
|
|
|
1,756,935
|
|
|
3,123,994
|
|
|
31,028
|
|
|
1,933
|
|
|||||
General and administrative
|
6,371,954
|
|
|
9,641,507
|
|
|
12,669,323
|
|
|
5,956,561
|
|
|
3,125,256
|
|
|||||
Total cost and expenses
|
34,276,067
|
|
|
45,759,389
|
|
|
35,458,250
|
|
|
16,027,927
|
|
|
7,063,816
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
LOSS FROM OPERATIONS
|
(8,692,706
|
)
|
|
(20,932,802
|
)
|
|
(30,319,634
|
)
|
|
(15,554,541
|
)
|
|
(7,063,816
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total other income (expense), net
|
(946,067
|
)
|
|
(414,218
|
)
|
|
(442,639
|
)
|
|
3,872,229
|
|
|
(53,262,603
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
LOSS BEFORE INCOME TAXES
|
(9,638,773
|
)
|
|
(21,347,020
|
)
|
|
(30,762,273
|
)
|
|
(11,682,312
|
)
|
|
(60,326,419
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME TAX BENEFIT
|
—
|
|
|
—
|
|
|
—
|
|
|
76,081
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET LOSS
|
(9,638,773
|
)
|
|
(21,347,020
|
)
|
|
(30,762,273
|
)
|
|
(11,606,231
|
)
|
|
(60,326,419
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
DIVIDENDS ON CONVERTIBLE PREFERRED STOCK
|
(3,672,785
|
)
|
|
(4,016,705
|
)
|
|
(4,370,247
|
)
|
|
(4,696,766
|
)
|
|
(1,276,902
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS
|
$
|
(13,311,558
|
)
|
|
$
|
(25,363,725
|
)
|
|
$
|
(35,132,520
|
)
|
|
$
|
(16,302,997
|
)
|
|
$
|
(61,603,321
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss per common share – basic
|
$
|
(0.17
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.87
|
)
|
|
$
|
(0.66
|
)
|
|
$
|
(3.18
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss per common share – diluted
|
$
|
(0.17
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.87
|
)
|
|
$
|
(0.66
|
)
|
|
$
|
(3.18
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
46,455,872
|
|
|
$
|
43,999,996
|
|
|
$
|
47,864,545
|
|
|
$
|
29,974,152
|
|
|
$
|
37,121,524
|
|
Long-term debt and capital lease obligations, including current portion
|
11,598,483
|
|
|
7,907,474
|
|
|
13,731,655
|
|
|
1,437,081
|
|
|
1,452,411
|
|
|||||
Total stockholders' equity
|
22,241,100
|
|
|
20,243,748
|
|
|
18,394,562
|
|
|
16,597,675
|
|
|
24,666,005
|
|
|
Weighted Average per ton Gold
|
|
Weighted Average per ton Silver
|
||
|
|
|
|
||
Q1, 2013
|
0.018
|
|
|
0.258
|
|
Q2, 2013
|
0.017
|
|
|
0.344
|
|
Q3, 2013
|
0.025
|
|
|
0.449
|
|
Q4, 2013
|
0.025
|
|
|
0.406
|
|
2013
|
0.020
|
|
|
0.363
|
|
|
|
|
|
||
Q1, 2014
|
0.024
|
|
|
0.345
|
|
Q2, 2014
|
0.034
|
|
|
0.546
|
|
Q3, 2014
|
0.026
|
|
|
0.564
|
|
Q4, 2014
|
0.039
|
|
|
0.680
|
|
2014
|
0.030
|
|
|
0.527
|
|
|
2014
|
|
2013
|
|
2012
|
|
Difference
2014 versus 2013 |
|
Difference
2013 versus 2012 |
||||||||||
Revenue - Mining
|
$
|
24,736,929
|
|
|
$
|
24,103,013
|
|
|
$
|
4,504,457
|
|
|
$
|
633,916
|
|
|
$
|
19,598,556
|
|
Revenue - Hospitality
|
846,432
|
|
|
723,574
|
|
|
634,159
|
|
|
122,858
|
|
|
89,415
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Costs applicable to mining revenue
|
19,126,632
|
|
|
26,495,665
|
|
|
3,554,727
|
|
|
(7,369,033
|
)
|
|
22,940,938
|
|
|||||
Hospitality operating costs
|
1,260,972
|
|
|
1,117,225
|
|
|
928,897
|
|
|
143,747
|
|
|
188,328
|
|
|||||
Exploration and mine development
|
2,658,473
|
|
|
3,012,790
|
|
|
11,901,250
|
|
|
(354,317
|
)
|
|
(8,888,460
|
)
|
|||||
Mine claims and costs
|
3,750,866
|
|
|
3,735,267
|
|
|
3,280,059
|
|
|
15,599
|
|
|
455,208
|
|
|||||
Environmental and reclamation
|
1,107,170
|
|
|
1,756,935
|
|
|
3,123,994
|
|
|
(649,765
|
)
|
|
(1,367,059
|
)
|
|||||
General and administrative
|
6,371,954
|
|
|
9,641,507
|
|
|
12,669,323
|
|
|
(3,269,553
|
)
|
|
(3,027,816
|
)
|
|||||
Loss for Operations
|
(8,692,706
|
)
|
|
(20,932,802
|
)
|
|
(30,319,634
|
)
|
|
12,240,096
|
|
|
9,386,832
|
|
|||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Change in fair value of derivatives
|
(963,169
|
)
|
|
454,681
|
|
|
438,519
|
|
|
(1,417,850
|
)
|
|
16,162
|
|
|||||
Interest expense
|
(997,112
|
)
|
|
(1,157,535
|
)
|
|
(929,837
|
)
|
|
160,423
|
|
|
(227,698
|
)
|
|||||
Interest and other income
|
1,014,214
|
|
|
2,101
|
|
|
48,679
|
|
|
1,012,113
|
|
|
(46,578
|
)
|
|||||
Gain on settlement of debt obligation
|
—
|
|
|
286,535
|
|
|
—
|
|
|
(286,535
|
)
|
|
286,535
|
|
|||||
Net Loss
|
$
|
(9,638,773
|
)
|
|
$
|
(21,347,020
|
)
|
|
$
|
(30,762,273
|
)
|
|
$
|
11,708,247
|
|
|
$
|
9,415,253
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
Less than
|
|
1 - 3
|
|
4 - 5
|
|
More Than
|
||||||||||
Contractual Obligations
|
Total
|
|
1 Year
|
|
Years
|
|
Years
|
|
5 Years
|
||||||||||
Long-term debt and capital lease obligations
(1)
|
$
|
12,337,721
|
|
|
$
|
6,271,631
|
|
|
$
|
5,819,500
|
|
|
$
|
77,527
|
|
|
$
|
169,063
|
|
Operating Leases
(2)
|
30,978,900
|
|
|
937,900
|
|
|
2,824,500
|
|
|
1,892,000
|
|
|
25,324,500
|
|
|||||
Reclamation and remediation obligations
(3)
|
5,908,700
|
|
|
—
|
|
|
5,908,700
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
49,225,321
|
|
|
$
|
7,209,531
|
|
|
$
|
14,552,700
|
|
|
$
|
1,969,527
|
|
|
$
|
25,493,563
|
|
(1)
|
Amounts represent principal of $11,598,483 and estimated interest payments of $739,238, assuming no early extinguishment.
|
(2)
|
The Company leases certain properties under operating leases expiring at various dates through 2049. See Note 20 to the Consolidated Financial Statements. Amounts include minimum rental and minimum advance royalty payments.
|
(3)
|
We are required to mitigate long-term environment impacts by stabilizing, contouring, resloping, and revegetating various portions of a site after mining and mineral processing operations are completed. These reclamation efforts are conducted in accordance with plans reviewed and approved by the appropriate regulatory agencies. The Nevada State Environmental Commission and Division of Environmental Protection and other agencies have approved our most recent reclamation plans, as revised, of approximately $5.2 million. In addition, the Company placed a
$1.5 million
reclamation surety bond through the Lexon Surety Group ("Lexon") with Storey County in October 2014.
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
REVENUES
|
|
|
|
|
|
|
|
|
|||
Revenue - Mining
|
$
|
24,736,929
|
|
|
$
|
24,103,013
|
|
|
$
|
4,504,457
|
|
Revenue - Hospitality
|
846,432
|
|
|
723,574
|
|
|
634,159
|
|
|||
Total revenues
|
25,583,361
|
|
|
24,826,587
|
|
|
5,138,616
|
|
|||
|
|
|
|
|
|
||||||
COST AND EXPENSES
|
|
|
|
|
|
|
|
|
|||
Costs applicable to mining revenue
|
19,126,632
|
|
|
26,495,665
|
|
|
3,554,727
|
|
|||
Hospitality operating costs
|
1,260,972
|
|
|
1,117,225
|
|
|
928,897
|
|
|||
Exploration and mine development
|
2,658,473
|
|
|
3,012,790
|
|
|
11,901,250
|
|
|||
Mine claims and costs
|
3,750,866
|
|
|
3,735,267
|
|
|
3,280,059
|
|
|||
Environmental and reclamation
|
1,107,170
|
|
|
1,756,935
|
|
|
3,123,994
|
|
|||
General and administrative
|
6,371,954
|
|
|
9,641,507
|
|
|
12,669,323
|
|
|||
Total cost and expenses
|
34,276,067
|
|
|
45,759,389
|
|
|
35,458,250
|
|
|||
|
|
|
|
|
|
||||||
LOSS FROM OPERATIONS
|
(8,692,706
|
)
|
|
(20,932,802
|
)
|
|
(30,319,634
|
)
|
|||
|
|
|
|
|
|
||||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|||
Change in fair value of derivatives
|
(963,169
|
)
|
|
454,681
|
|
|
438,519
|
|
|||
Interest expense
|
(997,112
|
)
|
|
(1,157,535
|
)
|
|
(929,837
|
)
|
|||
Interest and other income
|
1,014,214
|
|
|
2,101
|
|
|
48,679
|
|
|||
Gain on settlement of debt obligations
|
—
|
|
|
286,535
|
|
|
—
|
|
|||
Total other expense, net
|
(946,067
|
)
|
|
(414,218
|
)
|
|
(442,639
|
)
|
|||
|
|
|
|
|
|
||||||
NET LOSS
|
(9,638,773
|
)
|
|
(21,347,020
|
)
|
|
(30,762,273
|
)
|
|||
|
|
|
|
|
|
||||||
DIVIDENDS ON CONVERTIBLE PREFERRED STOCK
|
(3,672,785
|
)
|
|
(4,016,705
|
)
|
|
(4,370,247
|
)
|
|||
|
|
|
|
|
|
||||||
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS
|
$
|
(13,311,558
|
)
|
|
$
|
(25,363,725
|
)
|
|
$
|
(35,132,520
|
)
|
|
|
|
|
|
|
||||||
Net loss per common share – basic
|
$
|
(0.17
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.87
|
)
|
|
|
|
|
|
|
||||||
Net loss per common share – diluted
|
$
|
(0.17
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.87
|
)
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding — basic
|
78,586,266
|
|
|
60,580,742
|
|
|
40,497,098
|
|
|||
|
|
|
|
|
|
||||||
Weighted average common shares outstanding — diluted
|
78,586,266
|
|
|
60,580,742
|
|
|
40,497,098
|
|
|
Convertible Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Series A-1
|
|
Series A-2
|
|
Series B
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated
Deficit
|
|
|
||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Amount
|
|
Amount
|
|
Total
|
||||||||||||||||||
BALANCE - January 1, 2012
|
22,637
|
|
|
$
|
15
|
|
|
6,672
|
|
|
$
|
4
|
|
|
29,907
|
|
|
$
|
20
|
|
|
28,990,630
|
|
|
$
|
19,308
|
|
|
$
|
143,439,370
|
|
|
$
|
(126,861,042
|
)
|
|
$
|
16,597,675
|
|
Common stock issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Public offering
|
|
|
|
|
|
|
|
|
|
|
|
|
13,325,521
|
|
|
8,875
|
|
|
26,541,122
|
|
|
|
|
26,549,997
|
|
||||||||||||||
Public offering issuance cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,858,871
|
)
|
|
|
|
(2,858,871
|
)
|
||||||||||||||||
Vested restricted stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
609,500
|
|
|
406
|
|
|
(406
|
)
|
|
|
|
|
—
|
|
|||||||
Payment of dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
2,148,934
|
|
|
1,431
|
|
|
(1,431
|
)
|
|
|
|
—
|
|
||||||||||||||
Purchase of properties, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
170,986
|
|
|
114
|
|
|
444,586
|
|
|
|
|
444,700
|
|
||||||||||||||
Payment of long term debt obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,721
|
|
|
21
|
|
|
74,979
|
|
|
|
|
|
75,000
|
|
|||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,887,593
|
|
|
|
|
|
5,887,593
|
|
|||||||
Deemed dividend on beneficial conversion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,242,927
|
|
|
|
|
|
1,242,927
|
|
|||||||
feature related to convertible preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,242,927
|
)
|
|
|
|
(1,242,927
|
)
|
||||||||||||||||
Issuance of Series A-1 convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||
stock for mineral lease
|
862
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,466,749
|
|
|
|
|
|
2,466,750
|
|
|||||||
Contingent dividend related to convertible
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,009
|
)
|
|
|
|
(6,009
|
)
|
||||||||||||||||
Conversion of Series A-2 convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
stock into common stock
|
|
|
|
|
|
|
(1,401
|
)
|
|
—
|
|
|
|
|
|
|
|
|
2,152,217
|
|
|
1,433
|
|
|
(1,433
|
)
|
|
|
|
|
—
|
|
|||||||
Conversion of Series B convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
stock into common stock
|
|
|
|
|
|
|
|
|
(1,508
|
)
|
|
(1
|
)
|
|
913,910
|
|
|
609
|
|
|
(608
|
)
|
|
|
|
—
|
|
||||||||||||
Cashless exercise of warrants and options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122,848
|
|
|
82
|
|
|
(82
|
)
|
|
|
|
|
—
|
|
|||||||
Net Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,762,273
|
)
|
|
(30,762,273
|
)
|
|||||||
BALANCE - December 31, 2012
|
23,499
|
|
|
16
|
|
|
5,271
|
|
|
4
|
|
|
28,399
|
|
|
19
|
|
|
48,466,267
|
|
|
32,279
|
|
|
175,985,559
|
|
|
(157,623,315
|
)
|
|
18,394,562
|
|
|||||||
Common stock issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Public offering
|
|
|
|
|
|
|
|
|
|
|
|
|
9,146,920
|
|
|
6,091
|
|
|
18,743,909
|
|
|
|
|
18,750,000
|
|
||||||||||||||
Public offering issuance costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(459,515
|
)
|
|
|
|
(459,515
|
)
|
||||||||||||||||
Vested restricted stock
|
|
|
|
|
|
|
|
|
|
|
|
|
1,199,300
|
|
|
799
|
|
|
(799
|
)
|
|
|
|
—
|
|
||||||||||||||
Payment of dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,167,398
|
|
|
1,443
|
|
|
(1,443
|
)
|
|
|
|
|
—
|
|
|||||||
Payment of long-term debt obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
1,037,141
|
|
|
691
|
|
|
1,914,309
|
|
|
|
|
1,915,000
|
|
||||||||||||||
Deemed dividend on beneficial conversion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
304,724
|
|
|
|
|
|
304,724
|
|
|||||||
feature related to convertible preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(304,724
|
)
|
|
|
|
(304,724
|
)
|
||||||||||||||||
Issuance of Series A-1 convertible preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for mineral lease
|
863
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,047,575
|
|
|
|
|
|
2,047,575
|
|
|||||||
Contingent dividend related to convertible
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
preferred stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||
Conversion of Series A-2 convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
stock into common stock
|
|
|
|
|
|
|
(3,661
|
)
|
|
(3
|
)
|
|
|
|
|
|
|
|
5,623,003
|
|
|
3,745
|
|
|
(3,742
|
)
|
|
|
|
|
—
|
|
|||||||
Conversion of Series B convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
stock into common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,206
|
)
|
|
(3
|
)
|
|
2,548,908
|
|
|
1,698
|
|
|
(1,695
|
)
|
|
|
|
|
—
|
|
|||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
943,146
|
|
|
|
|
|
943,146
|
|
|||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(21,347,020
|
)
|
|
(21,347,020
|
)
|
|||||||
BALANCE - December 31, 2013
|
24,362
|
|
|
16
|
|
|
1,610
|
|
|
1
|
|
|
24,193
|
|
|
16
|
|
|
70,188,937
|
|
|
46,746
|
|
|
199,167,304
|
|
|
(178,970,335
|
)
|
|
20,243,748
|
|
|||||||
Common stock issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Public offering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,475,000
|
|
|
4,978
|
|
|
10,988,304
|
|
|
|
|
|
10,993,282
|
|
|||||||
Public offering issuance costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,019
|
)
|
|
|
|
|
(32,019
|
)
|
|||||||
Vested restricted stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,777,000
|
|
|
1,184
|
|
|
(1,184
|
)
|
|
|
|
|
—
|
|
|||||||
Payment of dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,254,599
|
|
|
1,502
|
|
|
(1,502
|
)
|
|
|
|
|
—
|
|
|||||||
Purchase of properties, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
728,578
|
|
|
485
|
|
|
1,014,472
|
|
|
|
|
|
1,014,957
|
|
|||||||
Payment of long term debt obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137,105
|
|
|
91
|
|
|
274,119
|
|
|
|
|
|
274,210
|
|
|||||||
Effective repurchase of common with issuance of long-term debt obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,000,000
|
)
|
|
(666
|
)
|
|
(783,118
|
)
|
|
|
|
(783,784
|
)
|
||||||||||||||
Conversion of Series B convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
stock into common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,517
|
)
|
|
(1
|
)
|
|
919,381
|
|
|
612
|
|
|
(611
|
)
|
|
|
|
|
—
|
|
|||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
169,479
|
|
|
|
|
|
169,479
|
|
|||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,638,773
|
)
|
|
(9,638,773
|
)
|
|||||||
BALANCE - December 31, 2014
|
24,362
|
|
|
$
|
16
|
|
|
1,610
|
|
|
$
|
1
|
|
|
22,676
|
|
|
$
|
15
|
|
|
82,480,600
|
|
|
$
|
54,932
|
|
|
$
|
210,795,244
|
|
|
$
|
(188,609,108
|
)
|
|
$
|
22,241,100
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Net loss
|
$
|
(9,638,773
|
)
|
|
$
|
(21,347,020
|
)
|
|
$
|
(30,762,273
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation, amortization and depletion
|
6,876,322
|
|
|
4,821,575
|
|
|
2,503,147
|
|
|||
Loss on sale of properties, plant, and equipment
|
45,499
|
|
|
—
|
|
|
—
|
|
|||
Loss on disposal of mineral rights and properties, plant, and equipment
|
—
|
|
|
1,015,496
|
|
|
14,169
|
|
|||
Gain on settlement of debt
|
—
|
|
|
(286,535
|
)
|
|
—
|
|
|||
Stock payments and stock-based compensation
|
1,875,792
|
|
|
3,271,511
|
|
|
7,914,918
|
|
|||
Accretion of reclamation liability
|
343,717
|
|
|
295,484
|
|
|
184,237
|
|
|||
Write down of inventories and stockpiles, mineralized material on leach pad
|
—
|
|
|
1,514,574
|
|
|
—
|
|
|||
Amortization of debt discounts and issuance costs
|
621,196
|
|
|
818,780
|
|
|
752,890
|
|
|||
Net change in fair values of derivatives
|
963,169
|
|
|
(454,681
|
)
|
|
(438,519
|
)
|
|||
|
|
|
|
|
|
||||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|||||
Accounts receivable
|
(307,777
|
)
|
|
(2,103,093
|
)
|
|
(634,643
|
)
|
|||
Inventories
|
163,726
|
|
|
(291,351
|
)
|
|
(662,929
|
)
|
|||
Stockpiles and mineralized material on leach pads
|
(1,195,573
|
)
|
|
2,580,929
|
|
|
(4,280,664
|
)
|
|||
Prepaid expenses
|
(115,926
|
)
|
|
26,851
|
|
|
(393,461
|
)
|
|||
Other assets
|
25,881
|
|
|
25,882
|
|
|
80,106
|
|
|||
Accounts payable
|
(333,320
|
)
|
|
(200,431
|
)
|
|
1,450,440
|
|
|||
Accrued expenses
|
(1,744,638
|
)
|
|
32,776
|
|
|
1,859,149
|
|
|||
NET CASH USED IN OPERATING ACTIVITIES
|
(2,420,705
|
)
|
|
(10,279,253
|
)
|
|
(22,413,433
|
)
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Proceeds from maturity of available-for-sale securities
|
—
|
|
|
—
|
|
|
2,211,287
|
|
|||
Purchase of mineral rights and properties, plant and equipment
|
(2,624,691
|
)
|
|
(5,990,941
|
)
|
|
(13,366,348
|
)
|
|||
Proceeds from sale of mineral rights and properties, plant and equipment
|
150,415
|
|
|
596,820
|
|
|
—
|
|
|||
Change in reclamation bond deposit
|
(800,000
|
)
|
|
(1,282,000
|
)
|
|
260,944
|
|
|||
NET CASH USED IN INVESTING ACTIVITIES
|
(3,274,276
|
)
|
|
(6,676,121
|
)
|
|
(10,894,117
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Principal payments on long-term debt and capital lease obligations
|
(6,993,213
|
)
|
|
(4,898,744
|
)
|
|
(968,006
|
)
|
|||
Proceeds from long-term debt obligations
|
4,626,289
|
|
|
—
|
|
|
9,702,500
|
|
|||
Long-term debt obligations issuance costs
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
|||
Proceeds from the issuance of common stock
|
10,993,282
|
|
|
18,750,000
|
|
|
24,349,203
|
|
|||
Common stock issuance costs
|
(32,019
|
)
|
|
(459,515
|
)
|
|
(658,078
|
)
|
|||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
8,594,339
|
|
|
13,391,741
|
|
|
32,325,619
|
|
|||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
2,899,358
|
|
|
(3,563,633
|
)
|
|
(981,931
|
)
|
|||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
2,409,446
|
|
|
5,973,079
|
|
|
6,955,010
|
|
|||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
$
|
5,308,804
|
|
|
$
|
2,409,446
|
|
|
$
|
5,973,079
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest
|
$
|
736,320
|
|
|
$
|
349,390
|
|
|
$
|
295,258
|
|
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
(Continued)
|
|
Supplemental disclosure of non-cash investing and financing
|
|
|
|
|
|
||||||
activities:
|
|
|
|
|
|
||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Conversion of Series A-2 and Series B convertible preferred stock
|
$
|
612
|
|
|
$
|
5,443
|
|
|
$
|
2,042
|
|
Dividends paid in common stock (par value)
|
1,502
|
|
|
1,443
|
|
|
1,431
|
|
|||
Issuance of common stock for properties, plant and equipment
|
1,014,957
|
|
|
—
|
|
|
444,700
|
|
|||
Issuance of common stock for long-term debt obligations payment
|
274,119
|
|
|
1,915,000
|
|
|
75,000
|
|
|||
Issuance of Series A-1 convertible preferred stock for mineral lease capitalized in prepaid expenses
|
—
|
|
|
2,047,575
|
|
|
2,466,750
|
|
|||
Issuance of long-term debt and capital lease obligations for purchase of mineral rights and properties, plant and equipment
|
3,730,163
|
|
|
4,472,840
|
|
|
2,801,125
|
|
|||
Additions to reclamation liability and retirement obligation asset
|
140,573
|
|
|
531,770
|
|
|
2,405,314
|
|
|||
|
|
|
|
—
|
|
|
—
|
|
|||
Effective repurchase of common stock with issuance of long-term debt obligation
|
783,784
|
|
|
—
|
|
|
—
|
|
|||
Reduction of derivative with issuance of long term debt obligation
|
1,170,000
|
|
|
—
|
|
|
—
|
|
|||
Reclamation bond deposit included in accrued expenses and other liabilities
|
100,000
|
|
|
1,000,000
|
|
|
2,050,000
|
|
|||
Settlement of long-term debt obligations from gold transfers
|
—
|
|
|
2,723,107
|
|
|
—
|
|
|||
Settlement of long-term debt obligations through transfer of properties, plant and equipment
|
—
|
|
|
1,028,180
|
|
|
—
|
|
|||
Properties, plant and equipment purchases in current liabilities
|
402,803
|
|
|
934,789
|
|
|
139,261
|
|
|||
Accrual of derivative liability — contingent dividend with offset to preferred stock
|
—
|
|
|
—
|
|
|
6,009
|
|
|||
Common stock surrendered in cashless exercise of options
|
—
|
|
|
—
|
|
|
82
|
|
Building
|
7 to 15 years
|
Vehicles and equipment
|
3 to 7 years
|
Processing and laboratory
|
5 to 15 years
|
Furniture and fixtures
|
2 to 3 years
|
|
2014
|
|
2013
|
||||
In-process
|
$
|
428,235
|
|
|
$
|
591,961
|
|
Total inventories
|
$
|
428,235
|
|
|
$
|
591,961
|
|
|
|
|
|
|
|||
Stockpiles
|
$
|
326,126
|
|
|
$
|
45,455
|
|
Mineralized material on leach pads
|
1,416,927
|
|
|
502,025
|
|
||
Total stockpiles and mineralized material on leach pads
|
$
|
1,743,053
|
|
|
$
|
547,480
|
|
Derivative Type
|
2014
|
|
2013
|
||||
Derivative liabilities
|
|
|
|
|
|
||
Gold call options
|
$
|
32,698
|
|
|
$
|
—
|
|
Gold forwards
|
600
|
|
|
—
|
|
||
Contingent debt obligation payment
|
—
|
|
|
250,000
|
|
||
Total derivative liabilities
|
$
|
33,298
|
|
|
$
|
250,000
|
|
|
2014
|
|
2013
|
||||
Prepaid mineral leases
|
$
|
38,130
|
|
|
$
|
1,739,633
|
|
Other
|
795,230
|
|
|
657,114
|
|
||
Total
|
$
|
833,360
|
|
|
$
|
2,396,747
|
|
|
2014
|
|
2013
|
||||
Dayton resource area
|
$
|
2,932,226
|
|
|
$
|
2,932,226
|
|
Lucerne resource area
|
1,998,896
|
|
|
1,998,896
|
|
||
Occidental area
|
1,002,172
|
|
|
1,002,172
|
|
||
Spring Valley area
|
810,000
|
|
|
810,000
|
|
||
Oest area
|
260,707
|
|
|
260,707
|
|
||
Northern extension
|
157,205
|
|
|
157,205
|
|
||
Northern targets
|
121,170
|
|
|
121,170
|
|
||
Other mineral properties
|
317,404
|
|
|
317,404
|
|
||
Water rights
|
90,000
|
|
|
90,000
|
|
||
Accumulated depletion
|
(371,605
|
)
|
|
(219,000
|
)
|
||
|
$
|
7,318,175
|
|
|
$
|
7,470,780
|
|
|
2014
|
|
2013
|
||||
Land and building
|
$
|
6,307,771
|
|
|
$
|
4,683,852
|
|
Vehicle and equipment
|
11,496,105
|
|
|
7,964,633
|
|
||
Processing and laboratory
|
19,274,195
|
|
|
18,114,045
|
|
||
Furniture and fixtures
|
901,425
|
|
|
754,885
|
|
||
|
37,979,496
|
|
|
31,517,415
|
|
||
Less accumulated depreciation
|
(11,772,434
|
)
|
|
(6,241,975
|
)
|
||
|
$
|
26,207,062
|
|
|
$
|
25,275,440
|
|
|
2014
|
|
2013
|
||||
Lexon surety bond cash collateral
|
$
|
2,500,000
|
|
|
$
|
2,600,000
|
|
Other cash reclamation bond deposits
|
142,804
|
|
|
142,804
|
|
||
Total
|
$
|
2,642,804
|
|
|
$
|
2,742,804
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Long-term reclamation liability — beginning of period
|
$
|
5,424,410
|
|
|
$
|
4,597,156
|
|
|
$
|
2,007,605
|
|
Additional obligations incurred
|
140,573
|
|
|
531,770
|
|
|
2,405,314
|
|
|||
Accretion of reclamation liability
|
343,717
|
|
|
295,484
|
|
|
184,237
|
|
|||
Long-term reclamation liability — end of period
|
$
|
5,908,700
|
|
|
$
|
5,424,410
|
|
|
$
|
4,597,156
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Retirement obligation asset — beginning of period
|
$
|
2,491,956
|
|
|
$
|
2,803,318
|
|
|
$
|
825,481
|
|
Additional obligations incurred
|
140,573
|
|
|
531,770
|
|
|
2,405,314
|
|
|||
Amortization of retirement obligation asset
|
(1,013,428
|
)
|
|
(843,132
|
)
|
|
(427,477
|
)
|
|||
Retirement obligation asset — end of period
|
$
|
1,619,101
|
|
|
$
|
2,491,956
|
|
|
$
|
2,803,318
|
|
|
2014
|
|
2013
|
||||
Tax indemnification accrual (Note 19)
|
$
|
3,167,756
|
|
|
$
|
4,094,349
|
|
Accrued reclamation bonding obligations
|
100,000
|
|
|
1,000,000
|
|
||
Other accrued expenses
|
1,140,812
|
|
|
1,948,986
|
|
||
|
$
|
4,408,568
|
|
|
$
|
7,043,335
|
|
Note Description
|
2014
|
|
2013
|
||||
$5,000,000 Note Payable (Auramet Facility) - Principal payable in semi-monthly installments of $357,143 with the final payment due on February 6, 2015. Interest at 9.5% paid in advance. Company may redraw through February 2017. Secured by a interest in personal property and certain real estate owned by the Company.
|
$
|
1,071,427
|
|
|
$
|
—
|
|
|
|
|
|
||||
$9,149,943 Notes Payable (Caterpillar Equipment) - Various notes payable with interest rates between 1.13% and 5.85% payable in monthly installments due on or before August 6, 2018. Secured by certain equipment of the Company.
|
3,968,019
|
|
|
2,311,595
|
|
||
|
|
|
|
||||
$2,000,000 Note Payable (Dayton Property "Golden Goose", as amended) - Principal payment of $500,000 in January of 2015 and additional installments monthly of $125,000 beginning on February 28, 2015 with final payment due on January 1, 2016. Secured by first deed of trust on the land.
|
1,953,784
|
|
|
125,000
|
|
||
|
|
|
|
||||
$725,000 Note Payable (Donovan Property) - Principal and interest at 6% payable in monthly installments of $6,178 with final payment due on or before July 1, 2015. Secured by deeds of trust on land and unpatented claims.
|
574,141
|
|
|
611,870
|
|
||
|
|
|
|
||||
$340,000 Note Payable (Gold Hill Hotel) - Principal and interest at 4.5% payable in monthly installments of $2,601 with the final payment due on or before April 30, 2026. Secured by first deed of trust on rental property.
|
278,254
|
|
|
296,496
|
|
||
|
|
|
|
||||
$300,000 Note Payable (White House) - Principal and interest at 4.5% payable in monthly installments of $1,520 with the final payment due on or before April 1, 2017. Secured by first deed of trust on the land.
|
286,595
|
|
|
291,811
|
|
||
|
|
|
|
||||
$240,000 Note Payable (Railroad & Gold Property) - Principal and interest at 4.5% payable in monthly installments of $1,835 with the final payment due on or before April 1, 2017. Secured by first deed of trust on the land.
|
208,274
|
|
|
220,618
|
|
||
|
|
|
|
||||
Notes Payable – Other – Various other notes payable with interest rates between 4.5% and 8% payable in monthly installments due on or before September 1, 2019. Secured by first deed of trust on various property owned by the Company.
|
341,192
|
|
|
403,278
|
|
||
|
|
|
|
||||
$3,824,297 Caterpillar Equipment Capital Lease - Principal and interest at 4.45% payable in monthly installments of $73,029 due on or before October 17, 2017. Secured by certain equipment under capital lease.
|
2,916,797
|
|
|
3,646,806
|
|
||
|
|
|
|
||||
Subtotal
|
11,598,483
|
|
|
7,907,474
|
|
||
|
|
|
|
||||
|
|
|
|
|
|
||
Less current portion
|
(5,897,219
|
)
|
|
(2,675,800
|
)
|
||
Long-term portion of long-term debt and capital lease obligations
|
$
|
5,701,264
|
|
|
$
|
5,231,674
|
|
Years Ending December 31:
|
Amount
|
||
2014
|
$
|
876,351
|
|
2015
|
876,351
|
|
|
2016
|
1,389,984
|
|
|
Total
|
3,142,686
|
|
|
Less: Interest
|
(225,889
|
)
|
|
Net capital lease obligations
|
2,916,797
|
|
|
Less: current portion
|
(763,170
|
)
|
|
Long-term portion of capital lease obligations
|
$
|
2,153,627
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2014
|
||||||||||||
|
Total
|
|
Quoted
Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Gold call options
|
$
|
32,698
|
|
|
$
|
—
|
|
|
$
|
32,698
|
|
|
$
|
—
|
|
Gold forwards
|
600
|
|
|
—
|
|
|
600
|
|
|
—
|
|
||||
Contingent debt obligation payment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Liabilities
|
$
|
33,298
|
|
|
$
|
—
|
|
|
$
|
33,298
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at December 31, 2013
|
||||||||||||
|
Total
|
|
Quoted
Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent debt obligation payment
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
Total Liabilities
|
$
|
250,000
|
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
$
|
—
|
|
|
Year Ended
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
|
|
|
|
|
|
|
|
|||
Mining
|
$
|
24,736,929
|
|
|
$
|
24,103,013
|
|
|
$
|
4,504,457
|
|
Hospitality
|
846,432
|
|
|
723,574
|
|
|
634,159
|
|
|||
Total revenues
|
25,583,361
|
|
|
24,826,587
|
|
|
5,138,616
|
|
|||
|
|
|
|
|
|
||||||
Cost and Expenses
|
|
|
|
|
|
|
|
|
|||
Mining
|
$
|
(33,015,095
|
)
|
|
$
|
(44,642,164
|
)
|
|
$
|
(34,529,353
|
)
|
Hospitality
|
(1,260,972
|
)
|
|
(1,117,225
|
)
|
|
(928,897
|
)
|
|||
Total cost and expenses
|
(34,276,067
|
)
|
|
(45,759,389
|
)
|
|
(35,458,250
|
)
|
|||
|
|
|
|
|
|
||||||
Operating Loss
|
|
|
|
|
|
|
|
|
|||
Mining
|
$
|
(8,278,166
|
)
|
|
$
|
(20,539,151
|
)
|
|
$
|
(30,024,896
|
)
|
Hospitality
|
(414,540
|
)
|
|
(393,651
|
)
|
|
(294,738
|
)
|
|||
Total loss from operations
|
(8,692,706
|
)
|
|
(20,932,802
|
)
|
|
(30,319,634
|
)
|
|||
Other expense, net
|
(946,067
|
)
|
|
(414,218
|
)
|
|
(442,639
|
)
|
|||
Net loss
|
$
|
(9,638,773
|
)
|
|
$
|
(21,347,020
|
)
|
|
$
|
(30,762,273
|
)
|
|
|
|
|
|
|
||||||
Capital Expenditures
|
|
|
|
|
|
|
|
|
|||
Mining
|
$
|
6,475,782
|
|
|
$
|
11,223,865
|
|
|
$
|
15,639,241
|
|
Hospitality
|
411,750
|
|
|
45,275
|
|
|
301,000
|
|
|||
Total capital expenditures
|
$
|
6,887,532
|
|
|
$
|
11,269,140
|
|
|
$
|
15,940,241
|
|
|
|
|
|
|
|
||||||
Depreciation, Amortization and Depletion
|
|
|
|
|
|
|
|
|
|||
Mining
|
$
|
6,744,008
|
|
|
$
|
4,687,674
|
|
|
$
|
2,380,251
|
|
Hospitality
|
132,314
|
|
|
133,901
|
|
|
122,896
|
|
|||
Total depreciation, amortization and depletion
|
$
|
6,876,322
|
|
|
$
|
4,821,575
|
|
|
$
|
2,503,147
|
|
|
As of December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|||
Mining
|
$
|
45,029,258
|
|
|
$
|
42,841,452
|
|
|
$
|
46,606,912
|
|
Hospitality
|
1,426,614
|
|
|
1,158,544
|
|
|
1,257,633
|
|
|||
|
$
|
46,455,872
|
|
|
$
|
43,999,996
|
|
|
$
|
47,864,545
|
|
|
Year Ended
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator:
|
|
|
|
|
|
|
|
|
|||
Net loss
|
$
|
(9,638,773
|
)
|
|
$
|
(21,347,020
|
)
|
|
$
|
(30,762,273
|
)
|
Preferred stock dividends
|
(3,672,785
|
)
|
|
(4,016,705
|
)
|
|
(4,370,247
|
)
|
|||
Loss available to common shareholders
|
$
|
(13,311,558
|
)
|
|
$
|
(25,363,725
|
)
|
|
$
|
(35,132,520
|
)
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
|
|
|||
Basic weighted average shares outstanding
|
$
|
78,586,266
|
|
|
$
|
60,580,742
|
|
|
$
|
40,497,098
|
|
Effect of dilutive securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Diluted weighted average shares outstanding
|
$
|
78,586,266
|
|
|
$
|
60,580,742
|
|
|
$
|
40,497,098
|
|
|
|
|
|
|
|
||||||
Net loss per common share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
(0.17
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.87
|
)
|
Diluted
|
$
|
(0.17
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.87
|
)
|
|
Shares
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Stock options
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
Convertible preferred stock
|
53,639,158
|
|
|
54,558,567
|
|
|
61,405,753
|
|
Warrants
|
312,500
|
|
|
733,500
|
|
|
2,146,000
|
|
Restricted stock
|
1,796,600
|
|
|
3,627,600
|
|
|
5,024,400
|
|
|
|
|
|
|
|
|||
|
55,798,258
|
|
|
58,969,667
|
|
|
68,626,153
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Balances at January 1, 2014
|
3,627,600
|
|
|
$
|
1.92
|
|
Grants
|
—
|
|
|
—
|
|
|
Vested
|
(1,759,000
|
)
|
|
1.97
|
|
|
Forfeitures
|
(72,000
|
)
|
|
1.95
|
|
|
Balances at December 31, 2014
|
1,796,600
|
|
|
$
|
1.95
|
|
|
Year Ended
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Costs applicable to mining revenue
|
$
|
—
|
|
|
$
|
(155,964
|
)
|
|
$
|
429,616
|
|
Reclamation and exploration expenses
|
—
|
|
|
45,705
|
|
|
1,765,963
|
|
|||
General and administrative
|
169,479
|
|
|
1,028,347
|
|
|
3,644,602
|
|
|||
Hospitality operating costs
|
—
|
|
|
25,058
|
|
|
47,112
|
|
|||
Total
|
$
|
169,479
|
|
|
$
|
943,146
|
|
|
$
|
5,887,293
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Income taxes provision
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Federal statutory rate
|
(34.0
|
)%
|
|
(34.0
|
)%
|
|
(34.0
|
)%
|
|||
Change in valuation allowance
|
32.0
|
%
|
|
32.0
|
%
|
|
33.9
|
%
|
|||
Other
|
2.0
|
%
|
|
2.0
|
%
|
|
0.1
|
%
|
|||
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
Asset retirement obligation
|
$
|
1,458,464
|
|
|
$
|
997,035
|
|
Mineral rights and properties, plant, and equipment
|
(747,474
|
)
|
|
(846,679
|
)
|
||
Mining exploration, development, claims, and permit costs
|
8,404,645
|
|
|
7,812,828
|
|
||
Derivatives - change in fair value
|
(39,722
|
)
|
|
30,600
|
|
||
Stock-based compensation
|
—
|
|
|
1,720,564
|
|
||
Net operating loss carryforward
|
49,441,098
|
|
|
45,411,753
|
|
||
Transaction costs
|
1,077,037
|
|
|
1,392,079
|
|
||
Other
|
198,039
|
|
|
194,145
|
|
||
Valuation allowance
|
(59,792,087
|
)
|
|
(56,712,325
|
)
|
||
Total net deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
Year Ended December 31,
|
Third Party
Leases
|
|
Related Party
Leases
|
|
Total
|
||||||
2015
|
$
|
57,400
|
|
|
$
|
880,500
|
|
|
$
|
937,900
|
|
2016
|
60,000
|
|
|
880,500
|
|
|
940,500
|
|
|||
2017
|
65,000
|
|
|
880,500
|
|
|
945,500
|
|
|||
2018
|
70,000
|
|
|
868,500
|
|
|
938,500
|
|
|||
2019
|
75,000
|
|
|
868,500
|
|
|
943,500
|
|
|||
Thereafter
|
350,000
|
|
|
25,923,000
|
|
|
26,273,000
|
|
|||
|
$
|
677,400
|
|
|
$
|
30,301,500
|
|
|
$
|
30,978,900
|
|
|
Quarter Ended
|
||||||||||||||
|
March 31, 2014
|
|
June 30, 2014
|
|
September 30, 2014
|
|
December 31, 2014
|
||||||||
Revenues
|
$
|
5,763,461
|
|
|
$
|
6,215,915
|
|
|
$
|
6,787,549
|
|
|
$
|
6,816,436
|
|
Gross profit/(loss)
(1)
|
714,261
|
|
|
444,307
|
|
|
2,078,145
|
|
|
1,959,046
|
|
||||
Loss from operations
|
(3,403,664
|
)
|
|
(3,100,769
|
)
|
|
(1,430,614
|
)
|
|
(757,659
|
)
|
||||
Net loss
|
(3,824,979
|
)
|
|
(3,388,586
|
)
|
|
(1,048,758
|
)
|
|
(1,376,450
|
)
|
||||
Net loss available to common shareholders
|
(4,886,588
|
)
|
|
(4,345,893
|
)
|
|
(1,980,438
|
)
|
|
(2,098,639
|
)
|
||||
Basic earnings per common share
|
(0.07
|
)
|
|
(0.06
|
)
|
|
(0.02
|
)
|
|
(0.02
|
)
|
||||
Diluted earnings per common share
|
(0.07
|
)
|
|
(0.06
|
)
|
|
(0.02
|
)
|
|
(0.02
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
|
Quarter Ended
|
||||||||||||||
|
March 31, 2013
|
|
June 30, 2013
|
|
September 30, 2013
|
|
December 31, 2013
|
||||||||
Revenues
|
$
|
3,789,766
|
|
|
$
|
6,985,909
|
|
|
$
|
6,818,777
|
|
|
$
|
7,232,135
|
|
Gross profit/(loss)
(1)
|
(252,672
|
)
|
|
(1,501,492
|
)
|
|
133,900
|
|
|
(1,166,039
|
)
|
||||
Loss from operations
|
(5,738,160
|
)
|
|
(5,664,953
|
)
|
|
(4,442,748
|
)
|
|
(5,086,941
|
)
|
||||
Net loss
|
(5,763,032
|
)
|
|
(5,524,324
|
)
|
|
(4,518,260
|
)
|
|
(5,541,404
|
)
|
||||
Net loss available to common shareholders
|
(6,797,339
|
)
|
|
(6,554,059
|
)
|
|
(5,491,383
|
)
|
|
(6,520,944
|
)
|
||||
Basic earnings per common share
|
(0.13
|
)
|
|
(0.11
|
)
|
|
(0.09
|
)
|
|
(0.09
|
)
|
||||
Diluted earnings per common share
|
(0.13
|
)
|
|
(0.11
|
)
|
|
(0.09
|
)
|
|
(0.09
|
)
|
||||
|
|
|
|
|
|
|
|
•
|
a majority of the directors shall be independent within the NYSE MKT listing standards;
|
•
|
if a member of the Audit and Finance Committee simultaneously serves on an audit committee of more than three public companies, our Board must determine that such service would not impair the ability of such member to effectively serve on the Audit and Finance Committee;
|
•
|
our Board shall meet in regular sessions at least four times annually (including telephonic meetings and the annual retreat described below); and
|
•
|
our Board may have an annual retreat with executive officers where there will be a full review of financial statements and financial disclosures, long-term strategies, plans and risks, and current developments in corporate governance.
|
•
|
select, retain, determine appropriate compensation of (and provide for payment of such compensation), evaluate and, as appropriate, terminate and replace the independent registered public accounting firm;
|
•
|
review and, as appropriate, approve, prior to commencement, all audit and non-audit services to be provided by the independent registered public accounting firm;
|
•
|
review regularly with management and the independent registered public accounting firm any audit problems or difficulties and management’s responses thereto;
|
•
|
resolve or direct the resolution of all material disagreements between management and the independent registered public accounting firm regarding accounting and financial reporting;
|
•
|
review with management and the independent registered public accounting firm, among other things, all reports delivered by the independent registered public accounting firm with respect to critical accounting policies and practices used, alternative treatments of financial information available under generally accepted accounting principles and other written communications between the independent registered public accounting firm and management, together with their ramifications and the preferred treatment by the independent registered public accounting firm;
|
•
|
meet at least once annually with management and the independent registered public accounting firm in separate sessions;
|
•
|
assess the adequacy of codes of conduct, including codes relating to ethics, integrity, conflicts of interest, confidentiality, public disclosure and insider trading and, as appropriate, adopt changes thereto;
|
•
|
direct the establishment and maintenance of procedures for the receipt and retention of, and the treatment of, complaints received regarding accounting, internal control or auditing matters; and
|
•
|
direct the establishment and maintenance of procedures for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
|
•
|
annually determine the compensation of the Chief Executive Officer, review and approve the corresponding goals and objectives and evaluate the performance of the Chief Executive Officer in light of such goals and objectives;
|
•
|
review and approve, as appropriate, annually compensation of the other executive officers and directors and review compensation of other members of senior management;
|
•
|
assess organizational systems and plans, including those relating to management development and succession planning;
|
•
|
administer stock-based compensation plans; and
|
•
|
review the Compensation Discussion and Analysis for inclusion in proxy statements, as registration statements or annual reports, as the case may be.
|
•
|
review candidates for nomination for election as directors submitted by directors, officers, employees and stockholders; and
|
•
|
review at least annually the current directors of our Board to determine whether such individuals are independent under the listing standards of the NYSE MKT and the SEC rules under the Sarbanes-Oxley Act of 2002.
|
•
|
Drive superior throughput-based financial performance - we design programs that encourage our executives to achieve or exceed goals and share in that value creation.
|
•
|
Attract, retain and motivate the right people in the right role, within the broader system design - we require independent and interdependent performance and allow our executives to share in the value created based on the system’s performance.
|
•
|
Align our executives with shareholders’ long-term interests by building the opportunity for significant ownership of Company stock through our compensation programs, vesting only on the systems achievement of value enhancing performance objectives.
|
•
|
Focus on full alignment to the goal of the system, our executives vest only when the systems objectives and goals are achieved. The objectives and the vesting do not vary from the rest of program participants.
|
•
|
the final two-fifths (2/5) of the restricted shares vest on the date of certification by the Committee of the attainment of both (A) the validation through a NI 43-101 of qualified resources (at least measured and indicated) and reserves (proven and probable), in each case including those previously validated, of the Company aggregating 3,250,000 ounces of gold equivalent and (B) the completion of three months (that is, ninety (90) days) of consecutive mining operations at an annual production rate of 20,000 ounces of gold equivalent (the Company produced at greater than this rate in 2014).
|
•
|
the final two-fifths (2/5) of the restricted shares vest on the date of certification by the Committee of the attainment of both (A) the validation through a NI 43-101 of qualified resources (at least measured and indicated) and reserves (proven and probable), in each case including those previously validated, of the Company aggregating 3,250,000 ounces of gold equivalent and (B) the completion of three months (that is, ninety (90) days) of consecutive mining operations at an annual production rate of 20,000 ounces of gold equivalent (the Company produced at greater than this rate in 2014)
|
Name
|
|
Title
|
Corrado De Gasperis
|
|
President & CEO
|
Judd Merrill
|
|
Chief Accounting Officer
|
•
|
market data;
|
•
|
each executive’s competency;
|
•
|
each executive’s scope of responsibility and impact on the Company’s performance;
|
•
|
internal equity - an executive’s compensation relative to his or her peers in the system; and
|
•
|
the CEO’s recommendations for his senior team.
|
Executive Officer
|
|
2014 Annual
Base Salary
|
Corrado De Gasperis
President & CEO, Director
|
|
$360,000
|
Judd Merrill
|
|
$155,000
|
•
|
Sets named executive officer base salaries;
|
•
|
Reviews the business and financial plan and progress toward strategic goals, performance measures and action plans for our business, which are reviewed by, and subject to approval of, the entire Board of Directors;
|
•
|
Reviews annual and long-term performance against goals and objectives;
|
•
|
Reviews contractual agreements and benefits, including supplemental retirement and any payments which may be earned upon termination, and makes changes as appropriate;
|
•
|
Reviews incentive plan designs, ensures alignment and makes changes as appropriate; and
|
•
|
Reviews total compensation to ensure compensation earned by named executive officers is fair and reasonable relative to corporate and individual performance.
|
|
|
|
|
Salary
|
|
Stock Awards
|
|
Total
|
|||
Name and Principal Position
|
|
Year
|
|
($)
|
|
($)
(1)
|
|
($)
|
|||
Corrado De Gasperis
|
|
2014
|
|
360,000
|
|
|
—
|
|
|
360,000
|
|
President and Chief Executive Officer
(2)
|
|
2013
|
|
360,000
|
|
|
—
|
|
|
360,000
|
|
|
|
2012
|
|
360,000
|
|
|
—
|
|
|
360,000
|
|
|
|
|
|
|
|
|
|
|
|||
Judd Merrill
|
|
2014
|
|
155,000
|
|
|
—
|
|
|
155,000
|
|
Chief Accounting Officer
(3)
|
|
|
|
|
|
|
|
|
Name
|
|
Number of Securities Underlying Unexercised Options Exercisable (#)
|
|
Option Exercise Price ($)
|
|
Option Expiration Date ($)
|
|
Number of Shares of Stock that have not Vested (#)
|
|
Market Value of Shares of Stock that have not Vested ($)
|
Corrado De Gasperis
(1)
|
|
—
|
|
—
|
|
—
|
|
1,100,000
|
|
836,000
|
Judd Merrill
|
|
—
|
|
—
|
|
—
|
|
30,000
|
|
22,800
|
•
|
a lump sum payment of all accrued amounts due to him through the date of his termination;
|
•
|
continued base salary for twelve months (or thirty-six months if the termination is during the three year period following a change in control); and
|
•
|
continuation of health and life insurance benefits for the longer of the period during which base salary is payable following termination or 18 months (unless he is entitled to participate in the health plan of a new employer).
|
•
|
a lump sum payment of all accrued amounts due to him through the date of his termination;
|
•
|
continued base salary for six months; and
|
•
|
continuation of health and life insurance benefits for the longer of the period during which base salary is payable following termination (unless he is entitled to participate in the health plan of a new employer)
|
•
|
the date on which any person or group becomes the beneficial owner of 40% or more of the then issued and outstanding common stock or voting securities of the Company (not including securities held by our employee benefit plans or related trusts or certain acquisitions by John Winfield and his affiliates);
|
•
|
the date on which any person or group acquires the right to vote on any matter, by proxy or otherwise, with respect to 40% or more of the then issued and outstanding common stock or voting securities of the Company (not including securities held by our employee benefit plans or related trusts or certain acquisitions by John Winfield and his affiliates);
|
•
|
the date, at the end of any two-year period, on which individuals, who at the beginning of such period were directors of the Company, or individuals nominated or elected by a vote of two-thirds of such directors or directors previously so elected or nominated, cease to constitute a majority of our Board;
|
•
|
the date on which stockholders of the Company approve a complete liquidation or dissolution of the Company; or
|
•
|
the date on which we consummate certain reorganizations, mergers, asset sales or similar transactions.
|
Plan Category
|
|
(a) Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights
|
|
(b) Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights
|
|
(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
Equity Compensation Plans Approved by Stockholders
(1)
|
|
50,000
|
|
$4.00
|
|
586,600
|
Name and Address
(a)
|
|
Title of class
|
|
Amount and nature of beneficial ownership
|
|
Percent of class
(b)
|
|
||
Van Den Berg Management, Inc.
805 Las Cimas Parkway Suite 430
Austin, TX 78746
|
|
Common Stock
|
|
21,363,727
|
|
(c)
|
|
23.8
|
%
|
Sun Valley Gold LLC
620 Sun Valley Road
P.O. Box 2759
Sun Valley, ID 83353
|
|
Common Stock
|
|
6,331,063
|
|
(d)
|
|
6.7
|
%
|
|
|
|
|
|
|
|
|
||
Officers and Directors
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
John Winfield
|
|
Common Stock
|
|
42,625,173
|
|
(e)
|
|
33.8
|
%
|
William Nance
|
|
Common Stock
|
|
190,000
|
|
(f)
|
|
*
|
|
Daniel Kappes
|
|
Common Stock
|
|
120,199
|
|
|
|
*
|
|
Robert Reseigh
|
|
Common Stock
|
|
115,000
|
|
(g)
|
|
*
|
|
Corrado De Gasperis
|
|
Common Stock
|
|
1,000,000
|
|
(h)
|
|
1.1
|
%
|
Judd Merrill
|
|
Common Stock
|
|
45,000
|
|
(i)
|
|
*
|
|
All directors and executive officers as a group (6 persons)
|
|
Common Stock
|
|
44,095,372
|
|
|
|
34.94
|
%
|
(a)
|
Unless otherwise indicated, the business address of each person named in the table is c/o of Comstock Mining Inc., P.O. Box 1118, 1200 American Flat Road, Virginia City, NV 89440.
|
(b)
|
Applicable percentage of ownership is based on
89,740,513
shares of common stock outstanding as of
January 26, 2015
together with all applicable options, warrants and other securities convertible into shares of our common stock for such stockholder. Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting and investment power with respect to shares. Shares of our common stock subject to options, warrants or other convertible securities exercisable within 60 days after
January 26, 2015
are deemed outstanding for computing the percentage ownership of the person holding such options, warrants or other convertible securities, but are not deemed outstanding for computing the percentage of any other person. Except otherwise noted, the named beneficial owner has the sole voting and investment power with respect to the shares of common stock shown.
|
(c)
|
Includes shares of the Company’s common stock owned by various investment advisory clients of Van Den Berg Management, Inc. Based solely on the information contained in the Scheduled 13G Amendment filed with the SEC on October 7, 2014.
|
(d)
|
Based solely on the information contained in the Schedule 13G Amendment filed with the SEC on February 11, 2014.
|
(e)
|
Mr. Winfield is the President, Chief Executive Officer and Chairman of the Board of InterGroup, Santa Fe and Portsmouth and may be deemed to share voting and dispositive power over shares of the Company’s securities owned by each of InterGroup, Santa Fe and Portsmouth. Mr. Winfield has sole voting power over shares of the Company’s securities held by Northern Comstock. The
42,625,173
shares of the Company’s common stock beneficially owned by Mr. Winfield includes (i)
1,980,320.00
shares of the Company’s common stock held directly by Mr. Winfield, (ii)
10,798,863
shares of the Company’s common stock issuable upon conversion of currently convertible shares of Series A-1 Preferred Stock held directly by Mr. Winfield, (iii)
1,811,685
shares of the Company’s common stock held by InterGroup, (iv)
10,095,269
shares of the Company’s common stock issuable upon conversion of currently convertible shares of Series A-1 Preferred Stock held by InterGroup, (vi)
1,274,561
shares of the Company’s common stock held by Portsmouth, (vii)
6,773,610
shares of the Company’s common stock issuable upon conversion of currently convertible shares of Series A-1 Preferred Stock held by Portsmouth, (ix)
649,778
shares of the Company’s common stock held by Santa Fe, (x)
3,455,131
shares of the Company’s common stock issuable upon conversion of currently convertible shares of Series A-1 Preferred Stock held by Santa Fe, (xi)
486,417
shares of the Company’s common stock held by Northern Comstock, (xii)
5,299,539
shares of the Company’s common stock issuable upon conversion of currently convertible shares of Series A-1 Preferred Stock held by Northern Comstock. The holders of Series A-1 Preferred Stock are entitled to vote with the holders of common stock as a single class on all matters submitted to the vote of the common stock (on an as-converted basis); provided that each share of the Series A-1 Preferred Stock is entitled to 5 times the number of votes per share of common stock to which it would otherwise be entitled. Mr. Winfield is therefore entitled to 182,112,058 votes with respect to the Series A-1 Preferred Stock held on matters submitted to the vote of the common stock.
|
(f)
|
Includes
15,000
shares of common stock issuable upon exercise of vested options.
|
(g)
|
Includes
15,000
shares of common stock issuable upon exercise of vested options.
|
(h)
|
Includes
1,000,000
shares of restricted common stock vested and issued in 2014.
|
(i)
|
Includes 45,000 shares of restricted common stock vested and issued in 2013.
|
|
2014
|
|
2013
|
|
Deloitte & Touche LLP
|
|
Deloitte & Touche LLP
|
Audit Fees
|
$296,564
|
|
$481,846
|
Audit-Related Fees
|
$26,000
|
|
64,467
|
Tax Fees
|
$17,881
|
|
22,045
|
Total fees
|
$340,445
|
|
$568,358
|
(a)
|
The following documents are filed as part of this Report:
|
(1)
|
Financial statements filed as part of this Report:
|
Note Description
|
Balance at
Beginning of Year |
|
Additions
|
|
Deductions
|
|
Balance at End
of Year
|
||||||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|||||
Tax valuation allowance
|
$
|
56,712,325
|
|
|
$
|
3,079,762
|
|
|
$
|
—
|
|
|
$
|
59,792,087
|
|
Year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tax valuation allowance
|
$
|
49,600,420
|
|
|
$
|
7,111,905
|
|
|
$
|
—
|
|
|
$
|
56,712,325
|
|
Year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tax valuation allowance
|
$
|
39,133,355
|
|
|
$
|
10,467,065
|
|
|
$
|
—
|
|
|
$
|
49,600,420
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
3.1
|
|
Articles of Incorporation (previously filed with Securities and Exchange Commission on April 15, 2011 as exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (file number 11761619)
and incorporated herein by reference)
|
|
|
|
3.2
|
|
Amended and Restated Bylaws (previously filed with Securities and Exchange Commission on March 30, 2012 as exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (file number 11761619)
and incorporated herein by reference)
|
|
|
|
4.1
|
|
Certificate of Designation of Preferences, Rights and Limitations of 7 ½% Series A-1 Convertible Preferred Stock (previously filed with the Securities and Exchange Commission on October 21, 2010 as exhibit 4.1 to the Company’s Form 8-K (file number 101134166) and incorporated herein by reference)
|
|
|
|
4.2
|
|
Certificate of Designation of Preferences, Rights and Limitations of 7 ½% Series A-2 Convertible Preferred Stock (previously filed with the Securities and Exchange Commission on October 21, 2010 as exhibit 4.2 to the Company’s Form 8-K (file number 101134166) and incorporated herein by reference)
|
|
|
|
4.3
|
|
Certificate of Designation of Preferences, Rights and Limitations of 7 ½% Series B Convertible Preferred Stock (previously filed with the Securities and Exchange Commission on October 21, 2010 as exhibit 4.3 to the Company’s Form 8-K (file number 101134166) and incorporated herein by reference)
|
|
|
|
10.1
|
|
Comstock Mining Inc. 2011 Equity Incentive Plan (previously filed with the Securities and Exchange Commission on June 29, 2011 as exhibit 10.1 to the Company’s Current Report on Form 8-K (file number 11939736) and incorporated herein by reference)
|
|
|
|
10.3
|
|
Form of Restricted Stock Agreement (previously filed with the Securities and Exchange Commission on December 23, 2011 as exhibit 10.1 to the Company’s Current Report on Form 8-K and incorporated herein by reference)
|
|
|
|
10.4
|
|
Form of Warrant (previously filed with the Securities and Exchange Commission on December 18, 2009 as exhibit 99.3 to the Company’s Form 8-K (file number 111280520) and incorporated herein by reference)
|
|
|
|
10.5
|
|
Employment Agreement, dated as of April 21, 2010, between the Company and Corrado De Gasperis (previously filed with the Securities and Exchange Commission on April 26, 2010 as exhibit 10.1 to the Company’s Form 8-K (file number 10769447) and incorporated herein by reference)
|
|
|
|
10.6
|
|
Limited Liability Company Operating Agreement of Northern Comstock LLC, dated as of October 19, 2010 (previously filed with the Securities and Exchange Commission on October 21, 2010 as exhibit 10.5 to the Company’s Form 8-K (file number 101134166) and incorporated herein by reference)
|
|
|
|
10.7
|
|
Master Loan and Security Agreement (previously filed with the Securities and Exchange Commission on September 14, 2012 as exhibit 10.1 to the Amendment to the Company’s Quarterly Report on Form 10-Q (file number 121092806) and incorporated by reference herein)
|
|
|
|
10.8
|
|
Secured Promissory Note and Guaranty (previously filed with the Securities and Exchange Commission on February 14, 2014 as exhibit 10.1 to the Company’s Current Report on Form 8-K (file number 14611688) and incorporated by reference herein)
|
|
|
|
10.10
|
|
General Security Agreement (Comstock Mining, Inc.) (previously filed with the Securities and Exchange Commission on February 14, 2014 as exhibit 10.3 to the Company’s Current Report on Form 8-K (file number 14611688) and incorporated by reference herein)
|
|
|
|
10.11
|
|
General Security Agreement (Comstock Mining LLC) (previously filed with the Securities and Exchange Commission on February 14, 2014 as exhibit 10.4 to the Company’s Current Report on Form 8-K (file number 14611688) and incorporated by reference herein)
|
|
|
|
10.12
|
|
Pledge Agreement (previously filed with the Securities and Exchange Commission on February 14, 2014 as exhibit 10.2 to the Company’s Current Report on Form 8-K (file number 14611688) and incorporated by reference herein)
|
|
|
|
10.13
|
|
Amended and Restated Master Purchase Contract (previously filed with the Securities and Exchange Commission on February 14, 2014 as exhibit 10.5 to the Company’s Current Report on Form 8-K (file number 14611688) and incorporated by reference herein)
|
|
|
|
10.14
|
|
Amendment to Employment Agreement dated November 2, 2012 (previously filed with the Securities and Exchange Commission as exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (file number 14707727) and incorporated by reference herein)
|
|
|
|
10.15
|
|
Amendment to No. 2 To Employment Agreement dated January 31, 2014 (previously filed with the Securities and Exchange Commission as exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (file number 14707727) and incorporated by reference herein)
|
|
|
|
21*
|
|
Subsidiaries
|
|
|
|
23*
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
24*
|
|
Powers of Attorney (included on signature page).
|
|
|
|
31.1*
|
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
|
|
|
|
32.1*
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
95*
|
|
Mine Safety Disclosures
|
|
|
|
101*
|
|
Interactive Data File (Annual Report on Form 10-K, for the year ended December 31, 2013, furnished in XBRL (eXtensible Business Reporting Language)).
Attached as Exhibit 101 to this report are the following documents formatted in XBRL: (i) the Consolidated Statements of Income for the fiscal years ended December 31, 2014, 2013 and 2012, (ii) the Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2014, 2013 and 2012, (iii) the Consolidated Balance Sheets at December 31, 2014 and 2013, (iv) the Consolidated Statements of Changes in Equity for the fiscal years ended December 31, 2014, 2013 and 2012, (v) the Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2014, 2013 and 2012 and (vi) the Notes to Consolidated Financial Statements
|
|
COMSTOCK MINING INC.
|
|
|
(Registrant)
|
|
|
|
|
|
By:
|
/s/ Corrado De Gasperis
|
|
|
Name: Corrado De Gasperis
|
|
|
Title: Chief Executive Officer (Principal
Executive Officer and Principal Financial
Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ CORRADO DE GASPERIS
|
|
Director, President and Chief Executive Officer
|
|
January 29, 2015
|
Corrado De Gasperis
|
|
|
|
|
/s/ JUDD B. MERRILL
|
|
Chief Accounting Officer
|
|
January 29, 2015
|
Judd B. Merrill
|
|
|
|
|
/s/ DANIEL KAPPES
|
|
Director
|
|
January 29, 2015
|
Daniel Kappes
|
|
|
|
|
/s/ WILLIAM NANCE
|
|
Director
|
|
January 29, 2015
|
William Nance
|
|
|
|
|
/s/ ROBERT A. RESEIGH
|
|
Director
|
|
January 29, 2015
|
Robert A. Reseigh
|
|
|
|
|
/s/ JOHN V. WINFIELD
|
|
Director
|
|
January 29, 2015
|
John V. Winfield
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
3.1
|
|
Articles of Incorporation (previously filed with Securities and Exchange Commission on April 15, 2011 as exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (file number 11761619) and incorporated herein by reference)
|
|
|
|
3.2
|
|
Amended and Restated Bylaws (previously filed with Securities and Exchange Commission on March 30, 2012 as exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (file number 11761619) and incorporated herein by reference)
|
|
|
|
4.1
|
|
Certificate of Designation of Preferences, Rights and Limitations of 7 ½% Series A-1 Convertible Preferred Stock (previously filed with the Securities and Exchange Commission on October 21, 2010 as exhibit 4.1 to the Company’s Form 8-K (file number 101134166) and incorporated herein by reference)
|
|
|
|
4.2
|
|
Certificate of Designation of Preferences, Rights and Limitations of 7 ½% Series A-2 Convertible Preferred Stock (previously filed with the Securities and Exchange Commission on October 21, 2010 as exhibit 4.2 to the Company’s Form 8-K (file number 101134166) and incorporated herein by reference)
|
|
|
|
4.3
|
|
Certificate of Designation of Preferences, Rights and Limitations of 7 ½% Series B Convertible Preferred Stock (previously filed with the Securities and Exchange Commission on October 21, 2010 as exhibit 4.3 to the Company’s Form 8-K (file number 101134166) and incorporated herein by reference)
|
|
|
|
10.1
|
|
Comstock Mining Inc. 2011 Equity Incentive Plan (previously filed with the Securities and Exchange Commission on June 29, 2011 as exhibit 10.1 to the Company’s Current Report on Form 8-K (file number 11939736) and incorporated herein by reference)
|
|
|
|
10.3
|
|
Form of Restricted Stock Agreement (previously filed with the Securities and Exchange Commission on December 23, 2011 as exhibit 10.1 to the Company’s Current Report on Form 8-K (file number 111280520) and incorporated herein by reference)
|
|
|
|
10.4
|
|
Form of Warrant (previously filed with the Securities and Exchange Commission on December 18, 2009 as exhibit 99.3 to the Company’s Form 8-K (file number 091250387) and incorporated herein by reference)
|
|
|
|
10.5
|
|
Employment Agreement, dated as of April 21, 2010, between the Company and Corrado De Gasperis (previously filed with the Securities and Exchange Commission on April 26, 2010 as exhibit 10.1 to the Company’s Form 8-K (file number 10769447) and incorporated herein by reference)
|
|
|
|
10.6
|
|
Limited Liability Company Operating Agreement of Northern Comstock LLC, dated as of October 19, 2010 (previously filed with the Securities and Exchange Commission on October 21, 2010 as exhibit 10.5 to the Company’s Form 8-K (file number 101134166) and incorporated herein by reference)
|
|
|
|
10.7
|
|
Master Loan and Security Agreement (previously filed with the Securities and Exchange Commission on September 14, 2012 as exhibit 10.1 to the Amendment to the Company’s Quarterly Report on Form 10-Q (file number 121092806) and incorporated by reference herein)
|
|
|
|
10.8
|
|
Secured Promissory Note and Guaranty (previously filed with the Securities and Exchange Commission on February 14, 2014 as exhibit 10.1 to the Company’s Current Report on Form 8-K (file number 14611688) and incorporated by reference herein)
|
|
|
|
10.10
|
|
General Security Agreement (Comstock Mining, Inc.) (previously filed with the Securities and Exchange Commission on February 14, 2014 as exhibit 10.3 to the Company’s Current Report on Form 8-K (file number 14611688) and incorporated by reference herein)
|
|
|
|
10.11
|
|
General Security Agreement (Comstock Mining LLC) (previously filed with the Securities and Exchange Commission on February 14, 2014 as exhibit 10.4 to the Company’s Current Report on Form 8-K (file number 14611688) and incorporated by reference herein)
|
|
|
|
10.12
|
|
Pledge Agreement (previously filed with the Securities and Exchange Commission on February 14, 2014 as exhibit 10.2 to the Company’s Current Report on Form 8-K (file number 14611688) and incorporated by reference herein)
|
|
|
|
10.13
|
|
Amended and Restated Master Purchase Contract (previously filed with the Securities and Exchange Commission on February 14, 2014 as exhibit 10.5 to the Company’s Current Report on Form 8-K (file number 14611688) and incorporated by reference herein)
|
|
|
|
10.14*
|
|
Amendment to Employment Agreement dated November 2, 2012 (previously filed with the Securities and Exchange Commission as exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (file number 14707727) and incorporated by reference herein)
|
|
|
|
10.15*
|
|
Amendment to No. 2 To Employment Agreement dated January 31, 2014 (previously filed with the Securities and Exchange Commission as exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (file number 14707727) and incorporated by reference herein)
|
|
|
|
10.16*
|
|
Employment Agreement, dated as of January 20, 2014, between the Company and Judd Merrill
|
|
|
|
21*
|
|
Subsidiaries
|
|
|
|
23*
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
24*
|
|
Powers of Attorney (included on signature page).
|
|
|
|
31.1*
|
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
|
|
|
|
32.1*
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
95*
|
|
Mine Safety Disclosures
|
|
|
|
101*
|
|
Interactive Data File (Annual Report on Form 10-K, for the year ended December 31, 2013, furnished in XBRL (eXtensible Business Reporting Language)).
Attached as Exhibit 101 to this report are the following documents formatted in XBRL: (i) the Consolidated Statements of Income for the fiscal years ended December 31, 2014, 2013 and 2012, (ii) the Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2014, 2013 and 2012, (iii) the Consolidated Balance Sheets at December 31, 2014 and 2013, (iv) the Consolidated Statements of Changes in Equity for the fiscal years ended December 31, 2014, 2013 and 2012, (v) the Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2014, 2013 and 2012 and (vi) the Notes to Consolidated Financial Statements
|
(a)
|
The adoption of the Corporation’s 2011 Equity Incentive Plan (the “Plan”) satisfies the requirements of the Employment Agreement relating to the adoption of an incentive stock plan providing for the issuance of certain of the fully diluted equity of the Corporation (the “Required Plan”).
|
(b)
|
The award (the “Award”) set forth in the Restricted Stock Agreement between the Corporation and the Executive entered into as of December 21, 2011 (the “RSA”) satisfies the requirements of the Employment Agreement in relation to the grant of awards to the Executive under the Required Plan.
|
(c)
|
Neither Section 2(a) above nor Section 2(b) above will limit the Corporation’s obligations with respect to (i) maintaining and continuing the Plan or, except to the extent expressly set forth herein, the Employment Agreement, the RSA and the Award or (ii) fully and timely performing its obligations thereunder, as amended hereby.
|
(d)
|
Each tranche of the Award shall vest on the later to occur of the date set forth in the RSA or January 31, 2014; provided, that:
|
(i)
|
if the Executive resigns without Good Reason or is terminated for Cause before January 31, 2014, then all tranches of the Award shall be forfeited;
|
(ii)
|
if (1) the vesting conditions for a tranche of the Award as set forth in the RSA are satisfied on or before January 31, 2014 and (2) on or before January 31, 2014 (A) the Executive dies or resigns for Good Reason or due to his Disability or (B) the Corporation terminates the Executive’s employment other than for Cause, then in either case such tranches shall vest as of the date of such death, resignation or termination (as applicable) as if this Amendment had not been adopted; and
|
(iii)
|
if, without regard to this Amendment, one or more tranches of the Award would have vested prior to or upon a Change in Control (as defined in the Plan), such tranches shall vest as if this Amendment had not been adopted.
|
(e)
|
The Corporation shall hold the Executive harmless, on an after-tax basis, for any additional tax (including interest and penalties) over and above ordinary income and employment taxes that may be imposed on the Executive under federal and state tax laws by as a result of this Amendment. The Executive shall cooperate with respect to the Corporation’s opposition to the imposition of such additional tax and the Corporation’s right to direct such opposition. Any payments required to be made by the Corporation under this Section 2(e) shall be made to the Executive no later than December 31 of the year following the year in which the related taxes are remitted to the applicable taxing authority.
|
By:
|
/s/ William J. Nance
|
(a)
|
The adoption of the Corporation’s 2011 Equity Incentive Plan (the “Plan”) satisfies the requirements of the Employment Agreement relating to the adoption of an incentive stock plan providing for the issuance of certain of the fully diluted equity of the Corporation (the “Required Plan”).
|
(b)
|
The award (the “Award”) set forth in the Restricted Stock Agreement between the Corporation and the Executive entered into as of December 21, 2011 (the “RSA”) satisfies the requirements of the Employment Agreement in relation to the grant of awards to the Executive under the Required Plan.
|
(c)
|
Neither Section 2(a) above nor Section 2(b) above will limit the Corporation’s obligations with respect to (i) maintaining and continuing the Plan or, except to the extent expressly set forth herein, the Employment Agreement, the RSA and the Award or (ii) fully and timely performing its obligations thereunder, as amended hereby.
|
(d)
|
Subject to Section 2(e) below, each tranche of the Award shall vest on the later to occur of the date set forth in the RSA or July 1, 2014; provided, that:
|
(i)
|
if the Executive is terminated for Cause before July 1, 2014, then all tranches of the Award shall be forfeited;
|
(ii)
|
if (1) the vesting conditions for a tranche of the Award as set forth in the RSA are satisfied on or before July 1, 2014 and (2) on or before July 1, 2014 (A) the Executive dies or resigns for any reason, including Good Reason or due to his Disability or (B) the Corporation terminates the Executive’s employment other than for Cause, then in either case such tranches shall vest as of the date of such death, resignation or termination (as applicable) as if this Amendment had not been adopted; and
|
(iii)
|
if, without regard to this Amendment, one or more tranches of the Award would have vested prior to or upon a Change in Control (as defined in the Plan), such tranches shall vest as if this Amendment had not been adopted.
|
(e)
|
Notwithstanding anything to the contrary herein, the vesting of the Award and the issuance of Common Stock to the Executive shall be delayed and conditioned upon the Corporation or the Executive making adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the settlement of the Award in accordance with Section 2(e)(i) or 2(e)(ii) below.
|
(i)
|
Unless provided otherwise by the Committee, these obligations will be satisfied by the Corporation withholding a number of shares of Common Stock that would otherwise be issued under the Award that the Corporation determines has a Market Value sufficient to meet the tax withholding obligations. In the event that the Committee provides that these obligations will not be satisfied under the method described in 2(e)(ii) below, the Committee shall deposit with and authorize the plan administrator, to sell a number of shares of Common Stock that are issued under the Award (in such quantity and with such frequency that such plan administrator determines may be sold without materially disrupting the trading market for the Common Stock), which the Corporation determines is sufficient to generate an amount that meets the tax withholding obligations plus additional shares to account for rounding and market fluctuations, and to pay such tax withholding to the Corporation. The shares may be sold as part of a block trade with other participants of the Plan in which all participants receive an average price. For this purpose, “Market Value” will be calculated as the closing price of the Common Stock as reported by NYSE MKT on the day that the Award would otherwise vest. The Executive acknowledges and agrees that the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty and that until such shares are vested, the Executive will be exposed to the risk of fluctuations in the price of the Common Stock.
|
(ii)
|
To the extent required by applicable federal, state or other law, the Executive shall make arrangements satisfactory to the Corporation for the payment and satisfaction of any income tax, social security tax, payroll
|
(iii)
|
Shares of Common Stock will be issued or become free of restrictions as soon as practicable following vesting of the Award, provided that the tax withholding obligations as specified under this Section 2(e) of this Amendment have been satisfied and the Executive has completed, signed and returned any documents and taken any additional action that the Corporation deems appropriate to enable it to accomplish the delivery of the shares of Common Stock. The shares of Common Stock will be issued in the name of the Executive (or may be issued to the executor or personal representative of the Executive, in the event of death or Disability), and may be effected by recording shares on the stock records of the Corporation or by crediting shares in an account established on behalf of the Executive with a brokerage firm or other custodian, in each case as determined by the Corporation.
|
(f)
|
The Corporation shall hold the Executive harmless, on an after-tax basis, for any additional tax (including interest and penalties) over and above ordinary income and employment taxes that may be imposed on the Executive under federal and state tax laws by as a result of this Amendment. The Executive shall cooperate with respect to the Corporation’s opposition to the imposition of such additional tax and the Corporation’s right to direct such opposition. Any payments required to be made by the Corporation under this Section 2(f) shall be made to the Executive no later than December 31 of the year following the year in which the related taxes are remitted to the applicable taxing authority.
|
By:
|
/s/ William J. Nance
|
•
|
Your base salary will be paid at the rate of $155,000 annually in accordance with the Company’s then current payroll practices (the “Base Salary”).
|
•
|
You will participate in all benefit plans and programs that the Company generally provides to employees in comparable positions in accordance with the terms and conditions of such benefit plans and programs as may be modified by the Company from time to time. Your vacation eligibility shall be four (4) weeks of paid vacation each year.
|
•
|
You will be eligible to participate, upon approval of the Company’s Board of Directors and its Compensation Committee, for an additional grant of 75,000 shares of restricted stock of the Company under the Company’s equity incentive plan to be developed and implemented by the Board of Directors and its Compensation Committee, subject to vesting, [except as otherwise provided in Section 3], so long as you are then employed by the Company, upon the later of (i) the validation through an NI 43-101 of qualified resources (at least measured and indicated) and reserves (probable and proven), in each case including those previously validated, of the Company aggregating 3,250,000 ounces of gold equivalent and (ii) the third month of consecutive mining operations at an annual production rate of 20,000 ounces
|
•
|
You will be eligible for reimbursement, in accordance with the Company’s normal expense reimbursement practices, for all ordinary, necessary and reasonable expenses incurred by you in connection with performance of your duties; provided, that such expenses are incurred and reported in accordance with the Company’s normal expense reimbursement policies and procedures.
|
•
|
You will be responsible for all federal, state and local taxes attributable to the compensation and benefits set forth above, except payroll taxes for which employers are generally responsible.
|
•
|
You will receive salary continuance for 26 weeks, payable in accordance with the normal payroll cycle of the Company, commencing with the first payroll following termination of employment, provided, however if you fail to return the Release in a timely manner the salary payments shall cease and the salary previously paid following the termination of your employment must be repaid to the Company.
|
•
|
You (and your eligible dependents) will have the right to elect to continue your medical insurance benefits in accordance with federal Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”). If you elect this continuation coverage and submit proof of such election to the Company’s head of Human Resources or leading Administrative Professional, for the portion of the COBRA period during which you are entitled to salary continuation, the Company shall continue to pay or reimburse a monthly amount equal to the Company’s portion of the monthly premium cost of your (and your “qualified beneficiaries” within the meaning of Section 4980B(g)(1)(A) of the Internal Revenue Code of 1986) participation in the Company’s group medical and dental plans (“COBRA Premiums”); provided, however, that entitlement to continued medical insurance premium benefits under this section shall cease upon your becoming covered by a plan providing similar or better benefits coverage from a new employer. Your are required to notify the Company immediately if you become eligible for coverage under another medical or dental plan. Notwithstanding the foregoing, if the Company determines that it cannot provide the COBRA benefits set forth in the first sentence of this paragraph without violating applicable law (including, without limitation,
|
•
|
You will continue to own (if you have not previously sold) previously vested awards under the equity incentive plan.
|
•
|
“Cause” means the occurrence of any of the following events, as reasonably determined by the Company, whose determination shall be final and binding: (i) a material breach by you of your obligations under this Agreement or a failure by you to perform your assigned duties for the Company, which breach or failure you fail to cure within thirty (30) days following your receipt from the Company of written notice of such breach or failure; however, in the event the breach or failure is not susceptible to cure, the Company is not required to provide written notice; (ii) the commission by you of a fraud or theft against the Company or any of its parents, subsidiaries, affiliates and divisions; (iii) your conviction of or pleading no contest to a crime involving fraud or moral turpitude or a business crime; (iv) a serious violation of any Company policy pertaining to ethics or conflict of interest; (v) the possession or use by you of illegal drugs or prohibited substances on Company grounds, the excessive drinking of alcoholic beverages on a recurring basis which impairs your ability to perform your duties under this Agreement, or your appearance during hours of employment on a
|
•
|
“Good Reason” means the occurrence, without your consent, of any of the following events, as reasonably determined in good faith by the Company, whose determination shall be final and binding: (i) a material and significant adverse diminution in your duties and responsibilities that are inconsistent with your position, (ii) the relocation of your primary work location to a location more than sixty (60)
miles from your current work location, (iii) a reduction in your Base Salary and benefits or a materially adverse change in your eligibility to participate in the Company’s incentive compensation plans in effect generally for senior managers in comparable positions. Notwithstanding the foregoing, Good Reason will be deemed to exist only in the event (x) you give written notice to the Company’s head of Human Resources or leading Administrative Professional of your claim of Good Reason and the specific grounds for your claim within ninety (90) days following the occurrence of the event upon which your claim rests, (y) the Company fails to cure within thirty days (30) of receiving such notice (“Cure Period”), and (z) you give written notice to the Company’s head of Human Resources or leading Administrative Professional to terminate your employment within ten (10) days following the Cure Period.
|
•
|
Notwithstanding any provision of this Agreement to the contrary, distribution of any amounts that constitute “deferred compensation” payable to you due to your “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) shall not be made before 6 months after such “separation from service” or your death, if earlier (the “Six Month Limitation”). At the end of such 6 month period, payments that would have been made but for the Six Month Limitation shall be paid in a lump sum, without interest, on the first day of the 7th month following your separation from service and remaining payments or reimbursements, if any, shall commence, or continue, in accordance with the relevant provision of this Agreement. Notwithstanding the Six Month Limitation, in the event that any amounts of “deferred compensation” payable to you due to your “separation from service” constitute “separation pay only upon an involuntary separation from service” within the meaning of such Section 409A (“Separation Pay”), then all or a portion of such Separation Pay, up to 2 times the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which the “separation from service” occurs, whether paid under this Agreement or otherwise, shall be paid to you during the 6 month period following such “separation from service” with the Company.
|
COMSTOCK MINING, INC.
|
EMPLOYEE
|
By: /s/ Corrado De Gasperis
Name: Corrado De Gasperis
Title: President and Chief Executive Officer
|
/s/ Judd Merrill
Name: Judd Merrill
|
(1)
|
Comstock Mining Company LLC, a Nevada limited liability company
|
(2)
|
Gold Hill Hotel, Inc., a Nevada corporation
|
1.
|
I have reviewed this annual report on Form 10-K of Comstock Mining Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
January 29, 2015
|
/s/ Corrado De Gasperis
|
Corrado De Gasperis
|
President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: January 29, 2015
|
|
|
/s/ Corrado De Gasperis
|
|
Corrado De Gasperis
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
(Principal Financial Officer)
|
Mining
Operating
Name
MSHA
Identification
Number
|
Section
104S&S
Citations
|
Section
104(b)
Orders
|
Section
104(d)
Citations
and
Orders
|
Section
110(b)(2)
Violations
|
Section
107(a)
Orders
|
Total Dollar
Value of
MSHA
Assessments
Proposed
|
Total
Number
Of Mining
Related
Fatalities
|
Received
Notice of
Pattern of
Violations
Under
104(3)
|
Received
Notice of
Potential
to Have
Pattern of
Violations
Under
Sections
104(3)
|
Legal
Actions
Pending
as of
Last
Day of
Period
|
Legal
Actions
Initiated
During
Period
|
Legal
Actions
Resolved
During
Period
|
|||||||||||
26-01871
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
400
|
|
—
|
|
No
|
No
|
—
|
|
—
|
|
—
|
|