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
|
¨
|
|
Non-accelerated filer
|
¨
|
|
Smaller reporting company
|
x
|
|
|
|
Shares Outstanding
|
Title of Class
|
|
February 15, 2018
|
Common Stock
|
|
49,722,285
|
|
|
|
|
|
|
|
|
|
|
•
|
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 mineralized material to be mined and processed;
|
•
|
recovery rates of gold and other metals from the mineralized material;
|
•
|
difficulty of estimating construction costs over a period of a year;
|
•
|
delays in completing any environmental review or in obtaining environmental or other government permits;
|
•
|
weather and severe climate impacts; and
|
•
|
potential delays related to social, political and community issues.
|
•
|
environmental hazards, including discharge of metals, concentrates, pollutants or hazardous chemicals;
|
•
|
industrial accidents, including in connection with the operation of mining transportation equipment, milling equipment and/or conveyor systems and accidents associated with the preparation and ignition of large-scale blasting operations, milling, processing and transportation of chemicals, explosives or other materials;
|
•
|
surface or underground fires or floods;
|
•
|
unexpected geological formations or conditions (whether in mineral or gaseous form);
|
•
|
ground and water conditions;
|
•
|
fall-of-ground accidents in underground operations;
|
•
|
failure of mining pit slopes and tailings dam walls;
|
•
|
seismic activity; and
|
•
|
other natural phenomena, such as lightning, cyclonic or tropical storms, floods or other inclement weather conditions.
|
•
|
negotiating agreements with contractors on acceptable terms;
|
•
|
the inability to replace a contractor and its operating equipment in the event that either party terminates the agreement;
|
•
|
reduced control over those aspects of operations which are the responsibility of the contractor;
|
•
|
failure of a contractor to perform under its agreement;
|
•
|
interruption of operations or increased costs in the event that a contractor ceases its business due to insolvency or other unforeseen events;
|
•
|
failure of a contractor to comply with applicable legal and regulatory requirements, to the extent it is responsible for such compliance; and
|
•
|
problems of a contractor with managing its workforce, labor unrest or other employment issues.
|
•
|
making it more difficult for us to satisfy our obligations with respect to our other indebtedness, which could in turn result in an event of default on such other indebtedness;
|
•
|
impairing our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes;
|
•
|
requiring us to dedicate a substantial portion of our cash flow from operations to debt service payments, thereby reducing the availability of cash for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
|
•
|
placing us at a competitive disadvantage compared to our competitors that have proportionately less debt.
|
•
|
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
|
||||
2017
|
|
|
|
||||
Fourth Quarter
|
$
|
0.94
|
|
|
$
|
0.21
|
|
Third Quarter
|
$
|
1.35
|
|
|
$
|
0.75
|
|
Second Quarter
|
$
|
1.20
|
|
|
$
|
0.65
|
|
First Quarter
|
$
|
1.55
|
|
|
$
|
1.10
|
|
|
|
|
|
||||
2016
|
|
|
|
|
|
||
Fourth Quarter
|
$
|
1.80
|
|
|
$
|
1.00
|
|
Third Quarter
|
$
|
2.30
|
|
|
$
|
1.75
|
|
Second Quarter
|
$
|
2.40
|
|
|
$
|
1.65
|
|
First Quarter
|
$
|
3.00
|
|
|
$
|
1.85
|
|
|
12/31/2012
|
|
|
12/31/2013
|
|
|
12/31/2014
|
|
|
12/31/2015
|
|
|
12/31/2016
|
|
|
12/31/2017
|
|
LODE
|
100.00
|
|
|
99.11
|
|
|
40.71
|
|
|
19.62
|
|
|
13.08
|
|
|
3.88
|
|
NYSE American Composite Index
|
100.00
|
|
|
133.43
|
|
|
140.64
|
|
|
131.72
|
|
|
145.61
|
|
|
167.90
|
|
Market Vectors Gold Miners
|
100.00
|
|
|
39.46
|
|
|
32.84
|
|
|
23.99
|
|
|
35.62
|
|
|
39.88
|
|
|
YEARS ENDED DECEMBER 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue - Mining
|
$
|
—
|
|
|
$
|
4,944,627
|
|
|
$
|
18,245,633
|
|
|
$
|
24,736,929
|
|
|
$
|
24,103,013
|
|
Revenue - Real estate
|
104,329
|
|
|
125,590
|
|
|
247,217
|
|
|
846,432
|
|
|
723,574
|
|
|||||
Total revenues
|
104,329
|
|
|
5,070,217
|
|
|
18,492,850
|
|
|
25,583,361
|
|
|
24,826,587
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
COST AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Costs applicable to mining revenue
|
3,392,092
|
|
|
4,505,811
|
|
|
10,652,372
|
|
|
19,126,632
|
|
|
26,495,665
|
|
|||||
Real estate operating costs
|
73,739
|
|
|
182,423
|
|
|
342,634
|
|
|
1,260,972
|
|
|
1,117,225
|
|
|||||
Exploration and mine development
|
1,130,567
|
|
|
4,561,905
|
|
|
6,958,636
|
|
|
2,658,473
|
|
|
3,012,790
|
|
|||||
Mine claims and costs
|
1,003,070
|
|
|
1,125,989
|
|
|
1,299,823
|
|
|
2,393,722
|
|
|
2,596,650
|
|
|||||
Environmental and reclamation
|
787,496
|
|
|
1,309,901
|
|
|
2,054,447
|
|
|
2,464,314
|
|
|
2,895,552
|
|
|||||
Land and road development
|
—
|
|
|
79,461
|
|
|
2,857,720
|
|
|
—
|
|
|
—
|
|
|||||
General and administrative
|
2,595,331
|
|
|
3,518,071
|
|
|
6,752,731
|
|
|
6,371,954
|
|
|
9,641,507
|
|
|||||
Total cost and expenses
|
8,982,295
|
|
|
15,283,561
|
|
|
30,918,363
|
|
|
34,276,067
|
|
|
45,759,389
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
LOSS FROM OPERATIONS
|
(8,877,966
|
)
|
|
(10,213,344
|
)
|
|
(12,425,513
|
)
|
|
(8,692,706
|
)
|
|
(20,932,802
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total other income (expense), net
|
(1,698,212
|
)
|
|
(2,751,360
|
)
|
|
1,971,086
|
|
|
(946,067
|
)
|
|
(414,218
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET LOSS
|
(10,576,178
|
)
|
|
(12,964,704
|
)
|
|
(10,454,427
|
)
|
|
(9,638,773
|
)
|
|
(21,347,020
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
DIVIDENDS ON CONVERTIBLE PREFERRED STOCK
|
—
|
|
|
—
|
|
|
(5,452,445
|
)
|
|
(3,672,785
|
)
|
|
(4,016,705
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS
|
$
|
(10,576,178
|
)
|
|
$
|
(12,964,704
|
)
|
|
$
|
(15,906,872
|
)
|
|
$
|
(13,311,558
|
)
|
|
$
|
(25,363,725
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss per common share – basic
|
$
|
(0.26
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.72
|
)
|
|
$
|
(0.85
|
)
|
|
$
|
(2.09
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss per common share – diluted
|
$
|
(0.26
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.72
|
)
|
|
$
|
(0.85
|
)
|
|
$
|
(2.09
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
30,963,913
|
|
|
$
|
33,843,031
|
|
|
$
|
43,212,891
|
|
|
$
|
46,455,872
|
|
|
$
|
43,999,996
|
|
Long-term debt and capital lease obligations, including current portion
|
10,262,953
|
|
|
9,470,295
|
|
|
13,297,549
|
|
|
11,598,483
|
|
|
7,907,474
|
|
|||||
Total stockholders
’
equity
|
11,865,099
|
|
|
14,416,589
|
|
|
18,759,470
|
|
|
22,241,100
|
|
|
20,243,748
|
|
|
2017
|
|
2016
|
|
2015
|
|
Difference
2017 versus 2016 |
|
Difference
2016 versus 2015 |
||||||||||
Revenue - mining
|
$
|
—
|
|
|
$
|
4,944,627
|
|
|
$
|
18,245,633
|
|
|
$
|
(4,944,627
|
)
|
|
$
|
(13,301,006
|
)
|
Revenue - real estate
|
104,329
|
|
|
125,590
|
|
|
247,217
|
|
|
(21,261
|
)
|
|
(121,627
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Costs applicable to mining revenue
|
3,392,092
|
|
|
4,505,811
|
|
|
10,652,372
|
|
|
(1,113,719
|
)
|
|
(6,146,561
|
)
|
|||||
Real estate operating costs
|
73,739
|
|
|
182,423
|
|
|
342,634
|
|
|
(108,684
|
)
|
|
(160,211
|
)
|
|||||
Exploration and mine development
|
1,130,567
|
|
|
4,561,905
|
|
|
6,958,636
|
|
|
(3,431,338
|
)
|
|
(2,396,731
|
)
|
|||||
Mine claims and costs
|
1,003,070
|
|
|
1,125,989
|
|
|
1,299,823
|
|
|
(122,919
|
)
|
|
(173,834
|
)
|
|||||
Environmental and reclamation
|
787,496
|
|
|
1,309,901
|
|
|
2,054,447
|
|
|
(522,405
|
)
|
|
(744,546
|
)
|
|||||
Land and road development
|
—
|
|
|
79,461
|
|
|
2,857,720
|
|
|
(79,461
|
)
|
|
(2,778,259
|
)
|
|||||
General and administrative
|
2,595,331
|
|
|
3,518,071
|
|
|
6,752,731
|
|
|
(922,740
|
)
|
|
(3,234,660
|
)
|
|||||
Loss from Operations
|
(8,877,966
|
)
|
|
(10,213,344
|
)
|
|
(12,425,513
|
)
|
|
1,335,378
|
|
|
2,212,169
|
|
|||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(1,710,390
|
)
|
|
(753,670
|
)
|
|
(1,216,887
|
)
|
|
(956,720
|
)
|
|
463,217
|
|
|||||
Other income (expense)
|
12,178
|
|
|
(1,997,690
|
)
|
|
3,187,973
|
|
|
2,009,868
|
|
|
(5,185,663
|
)
|
|||||
Net Loss
|
$
|
(10,576,178
|
)
|
|
$
|
(12,964,704
|
)
|
|
$
|
(10,454,427
|
)
|
|
$
|
2,388,526
|
|
|
$
|
(2,510,277
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
Less than
|
|
1 - 3
|
|
4 - 5
|
|
More Than
|
||||||||||
Contractual Obligations
|
Total
|
|
1 Year
|
|
Years
|
|
Years
|
|
5 Years
|
||||||||||
Long-term debt
(1)
|
$
|
14,974,577
|
|
|
$
|
1,462,786
|
|
|
$
|
13,511,791
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Leases
(2)
|
5,795,580
|
|
|
26,400
|
|
|
57,680
|
|
|
1,685,000
|
|
|
4,026,500
|
|
|||||
Reclamation and remediation obligations
(3)
|
7,417,680
|
|
|
—
|
|
|
7,417,680
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
28,187,837
|
|
|
$
|
1,489,186
|
|
|
$
|
20,987,151
|
|
|
$
|
1,685,000
|
|
|
$
|
4,026,500
|
|
(1)
|
Amounts represent principal of
$11.5 million
plus estimated interest payments of $3.5 million, assuming no early extinguishment. See Note 9 to the Consolidated Financial Statements.
|
(2)
|
The Company leases certain properties under operating leases expiring at various dates through 2027. See Note 17 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 $6.8 million. In addition, the Company placed a
$0.6 million
reclamation surety bond through the Lexon Surety Group (“Lexon”) and a $1.5 million with Storey County related to reclamation as of
December 31, 2017
. See Note 7 to the Consolidated Financial Statements.
|
|
2017
|
|
2016
|
|
2015
|
||||||
REVENUES
|
|
|
|
|
|
|
|
|
|||
Revenue - mining
|
$
|
—
|
|
|
$
|
4,944,627
|
|
|
$
|
18,245,633
|
|
Revenue - real estate
|
104,329
|
|
|
125,590
|
|
|
247,217
|
|
|||
Total revenues
|
104,329
|
|
|
5,070,217
|
|
|
18,492,850
|
|
|||
|
|
|
|
|
|
||||||
COST AND EXPENSES
|
|
|
|
|
|
|
|
|
|||
Costs applicable to mining revenue
|
3,392,092
|
|
|
4,505,811
|
|
|
10,652,372
|
|
|||
Real estate operating costs
|
73,739
|
|
|
182,423
|
|
|
342,634
|
|
|||
Exploration and mine development
|
1,130,567
|
|
|
4,561,905
|
|
|
6,958,636
|
|
|||
Mine claims and costs
|
1,003,070
|
|
|
1,125,989
|
|
|
1,299,823
|
|
|||
Environmental and reclamation
|
787,496
|
|
|
1,309,901
|
|
|
2,054,447
|
|
|||
Land and road development
|
—
|
|
|
79,461
|
|
|
2,857,720
|
|
|||
General and administrative
|
2,595,331
|
|
|
3,518,071
|
|
|
6,752,731
|
|
|||
Total cost and expenses
|
8,982,295
|
|
|
15,283,561
|
|
|
30,918,363
|
|
|||
|
|
|
|
|
|
||||||
LOSS FROM OPERATIONS
|
(8,877,966
|
)
|
|
(10,213,344
|
)
|
|
(12,425,513
|
)
|
|||
|
|
|
|
|
|
||||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(1,710,390
|
)
|
|
(753,670
|
)
|
|
(1,216,887
|
)
|
|||
Other income (expense)
|
12,178
|
|
|
(1,997,690
|
)
|
|
3,187,973
|
|
|||
Total other income (expense), net
|
(1,698,212
|
)
|
|
(2,751,360
|
)
|
|
1,971,086
|
|
|||
|
|
|
|
|
|
||||||
NET LOSS
|
(10,576,178
|
)
|
|
(12,964,704
|
)
|
|
(10,454,427
|
)
|
|||
|
|
|
|
|
|
||||||
DIVIDENDS ON CONVERTIBLE PREFERRED STOCK
|
—
|
|
|
—
|
|
|
(5,452,445
|
)
|
|||
|
|
|
|
|
|
||||||
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS
|
$
|
(10,576,178
|
)
|
|
$
|
(12,964,704
|
)
|
|
$
|
(15,906,872
|
)
|
|
|
|
|
|
|
||||||
Net loss per common share – basic
|
$
|
(0.26
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.72
|
)
|
|
|
|
|
|
|
||||||
Net loss per common share – diluted
|
$
|
(0.26
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.72
|
)
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding — basic
|
41,127,245
|
|
|
35,324,947
|
|
|
22,014,497
|
|
|||
|
|
|
|
|
|
||||||
Weighted average common shares outstanding — diluted
|
41,127,245
|
|
|
35,324,947
|
|
|
22,014,497
|
|
|
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, 2015
|
24,362
|
|
|
$
|
16
|
|
|
1,610
|
|
|
$
|
1
|
|
|
22,676
|
|
|
$
|
15
|
|
|
16,496,120
|
|
|
$
|
54,932
|
|
|
$
|
210,795,244
|
|
|
$
|
(188,609,108
|
)
|
|
$
|
22,241,100
|
|
Common stock issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Public offering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,033,898
|
|
|
6,773
|
|
|
5,993,227
|
|
|
|
|
|
6,000,000
|
|
|||||||
Public offering issuance costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(96,393
|
)
|
|
|
|
|
(96,393
|
)
|
|||||||
Vested restricted stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
40
|
|
|
(40
|
)
|
|
|
|
|
—
|
|
|||||||
Payment of dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,368,417
|
|
|
7,887
|
|
|
(7,887
|
)
|
|
|
|
|
—
|
|
|||||||
Purchase of properties, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
345,262
|
|
|
1,150
|
|
|
1,023,640
|
|
|
|
|
|
1,024,790
|
|
|||||||
Conversion of Series A-1 convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
stock into common stock
|
(24,362
|
)
|
|
(16
|
)
|
|
|
|
|
|
|
|
|
|
7,484,483
|
|
|
24,923
|
|
|
(24,907
|
)
|
|
|
|
—
|
|
||||||||||||
Conversion of Series A-2 convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
stock into common stock
|
|
|
|
|
|
|
(1,610
|
)
|
|
(1
|
)
|
|
|
|
|
|
|
|
494,720
|
|
|
1,647
|
|
|
(1,646
|
)
|
|
|
|
|
—
|
|
|||||||
Conversion of Series B convertible preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
stock into common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,676
|
)
|
|
(15
|
)
|
|
2,748,642
|
|
|
9,153
|
|
|
(9,138
|
)
|
|
|
|
|
—
|
|
|||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,400
|
|
|
|
|
|
44,400
|
|
|||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,454,427
|
)
|
|
(10,454,427
|
)
|
|||||||
BALANCE - December 31, 2015
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,983,542
|
|
|
106,505
|
|
|
217,716,500
|
|
|
(199,063,535
|
)
|
|
18,759,470
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Public offerings
|
|
|
|
|
|
|
|
|
|
|
|
|
2,667,060
|
|
|
8,882
|
|
|
4,539,007
|
|
|
|
|
4,547,889
|
|
||||||||||||||
Public offering issuance costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(610,645
|
)
|
|
|
|
(610,645
|
)
|
||||||||||||||||
Purchase of properties, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
44,729
|
|
|
149
|
|
|
59,241
|
|
|
|
|
59,390
|
|
||||||||||||||
Payment of debt obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
2,123,579
|
|
|
7,072
|
|
|
4,116,692
|
|
|
|
|
4,123,764
|
|
||||||||||||||
Payment for mineral lease
|
|
|
|
|
|
|
|
|
|
|
|
|
243,025
|
|
|
809
|
|
|
481,716
|
|
|
|
|
482,525
|
|
||||||||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
10,800
|
|
|
36
|
|
|
18,864
|
|
|
|
|
18,900
|
|
||||||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,964,704
|
)
|
|
(12,964,704
|
)
|
||||||||||||||||
BALANCE - December 31, 2016
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,072,735
|
|
|
123,453
|
|
|
226,321,375
|
|
|
(212,028,239
|
)
|
|
14,416,589
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Share reverse split adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(125,892
|
)
|
|
125,892
|
|
|
|
|
|
||||||||||||||||
Issuance of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
9,464,764
|
|
|
31,571
|
|
|
7,315,136
|
|
|
|
|
7,346,707
|
|
||||||||||||||
Common stock issuance costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(278,919
|
)
|
|
|
|
(278,919
|
)
|
||||||||||||||||
Purchase of properties, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
196,000
|
|
|
653
|
|
|
273,747
|
|
|
|
|
274,400
|
|
||||||||||||||
Payment for mineral lease
|
|
|
|
|
|
|
|
|
|
|
|
|
502,604
|
|
|
1,674
|
|
|
480,826
|
|
|
|
|
482,500
|
|
||||||||||||||
Issuance of share options with Tonogold at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000
|
|
|
|
|
200,000
|
|
||||||||||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,576,178
|
)
|
|
(10,576,178
|
)
|
||||||||||||||||
BALANCE - December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
47,236,103
|
|
|
$
|
31,459
|
|
|
$
|
234,438,057
|
|
|
$
|
(222,604,417
|
)
|
|
$
|
11,865,099
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Net loss
|
$
|
(10,576,178
|
)
|
|
$
|
(12,964,704
|
)
|
|
$
|
(10,454,427
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation, amortization and depletion
|
4,187,683
|
|
|
5,893,783
|
|
|
7,727,433
|
|
|||
Gain on sale of properties, plant, and equipment
|
(309,194
|
)
|
|
(357,037
|
)
|
|
(158,148
|
)
|
|||
Stock payments and stock-based compensation
|
—
|
|
|
18,900
|
|
|
443,036
|
|
|||
Accretion of reclamation liability
|
64,334
|
|
|
185,778
|
|
|
259,573
|
|
|||
Amortization of debt discounts and issuance costs
|
436,896
|
|
|
456,757
|
|
|
566,723
|
|
|||
Payment of interest expense and sales tax with common stock
|
—
|
|
|
337,863
|
|
|
—
|
|
|||
Loss on payment of debt obligation with common stock
|
—
|
|
|
150,166
|
|
|
—
|
|
|||
Net loss on early retirement of long-term debt
|
294,569
|
|
|
—
|
|
|
—
|
|
|||
Change in fair value of shares issued to pay debt obligations
|
—
|
|
|
1,690,795
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
—
|
|
|
24,642
|
|
|
297,764
|
|
|||
Inventories
|
—
|
|
|
450,951
|
|
|
(22,716
|
)
|
|||
Stockpiles and mineralized material on leach pads
|
—
|
|
|
1,322,211
|
|
|
420,842
|
|
|||
Prepaid expenses and other current assets
|
69,700
|
|
|
76,297
|
|
|
(158,523
|
)
|
|||
Other assets
|
—
|
|
|
(273,342
|
)
|
|
20,872
|
|
|||
Accounts payable
|
(483,249
|
)
|
|
472,165
|
|
|
38,891
|
|
|||
Accrued expenses and other liabilities
|
(218,871
|
)
|
|
(83,158
|
)
|
|
(1,977,933
|
)
|
|||
NET CASH USED IN OPERATING ACTIVITIES
|
(6,534,310
|
)
|
|
(2,597,933
|
)
|
|
(2,996,613
|
)
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Purchase of mineral rights and properties, plant and equipment
|
(130,166
|
)
|
|
(746,536
|
)
|
|
(5,770,715
|
)
|
|||
Proceeds from principle payment on note receivable
|
40
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of mineral rights and properties, plant and equipment
|
1,109,388
|
|
|
3,287,811
|
|
|
754,040
|
|
|||
Change in reclamation bond deposit
|
—
|
|
|
20,260
|
|
|
(100,000
|
)
|
|||
NET CASH PROVIDED BY (USED) IN INVESTING ACTIVITIES
|
979,262
|
|
|
2,561,535
|
|
|
(5,116,675
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Principal payments on long-term debt
|
(9,209,827
|
)
|
|
(6,304,657
|
)
|
|
(10,855,345
|
)
|
|||
Proceeds from long-term debt obligations
|
9,379,446
|
|
|
925,000
|
|
|
9,419,392
|
|
|||
Proceeds from the issuance of common stock
|
7,346,707
|
|
|
4,547,889
|
|
|
6,000,000
|
|
|||
Common stock issuance costs
|
(278,919
|
)
|
|
(610,645
|
)
|
|
(96,393
|
)
|
|||
Proceeds from the issuance of share option with Tonogold
|
200,000
|
|
|
—
|
|
|
—
|
|
|||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
7,437,407
|
|
|
(1,442,413
|
)
|
|
4,467,654
|
|
|||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
1,882,359
|
|
|
(1,478,811
|
)
|
|
(3,645,634
|
)
|
|||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
184,359
|
|
|
1,663,170
|
|
|
5,308,804
|
|
|||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
$
|
2,066,718
|
|
|
$
|
184,359
|
|
|
$
|
1,663,170
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest
|
$
|
1,228,140
|
|
|
$
|
537,510
|
|
|
$
|
1,099,306
|
|
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
(Continued)
|
|
Supplemental disclosure of non-cash investing and financing
|
|
|
|
|
|
||||||
activities:
|
|
|
|
|
|
||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Issuance of long-term debt for purchase of mineral rights and properties, plant and equipment
|
$
|
247,494
|
|
|
$
|
3,243,125
|
|
|
$
|
2,046,745
|
|
Use of common stock for long-term debt obligations payment
|
124,920
|
|
|
2,529,755
|
|
|
—
|
|
|||
Issuance of common stock for purchase of properties, plant and equipment
|
274,400
|
|
|
16,265
|
|
|
1,024,790
|
|
|||
Property transferred in satisfaction of accounts payable
|
—
|
|
|
1,100,000
|
|
|
—
|
|
|||
Reduction of derivative with issuance of long term debt obligation
|
—
|
|
|
—
|
|
|
1,170,000
|
|
|||
Effective repurchase of common stock with issuance of long-term debt obligation
|
—
|
|
|
—
|
|
|
783,118
|
|
|||
Additions to reclamation liability and retirement obligation asset
|
—
|
|
|
340,000
|
|
|
659,295
|
|
|||
Properties, plant and equipment purchases in current liabilities
|
—
|
|
|
—
|
|
|
531,985
|
|
|||
Issuance of common stock for payment of mining right
|
482,500
|
|
|
482,525
|
|
|
—
|
|
|||
Purchase of properties, plant and equipment with prepaid deposits
|
1,158,785
|
|
|
—
|
|
|
—
|
|
|||
Settlement of debt with prepaid deposit
|
231,000
|
|
|
—
|
|
|
—
|
|
|||
Conversion of Series A-1, A-2, and Series B convertible preferred stock
|
—
|
|
|
—
|
|
|
35,723
|
|
|||
Dividends paid in common stock (par value)
|
—
|
|
|
—
|
|
|
7,887
|
|
|||
Issuance of note receivable on sale of property
|
55,000
|
|
|
—
|
|
|
—
|
|
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
|
|
2017
|
|
2016
|
||||
Land and property deposits
|
$
|
—
|
|
|
$
|
1,208,785
|
|
Lease obligation deposit
|
—
|
|
|
355,920
|
|
||
Other
|
301,387
|
|
|
321,087
|
|
||
Total prepaid expenses and other current assets
|
$
|
301,387
|
|
|
$
|
1,885,792
|
|
|
2017
|
|
2016
|
||||
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
|
(484,699
|
)
|
|
(484,699
|
)
|
||
Total mineral rights and properties
|
$
|
7,205,081
|
|
|
$
|
7,205,081
|
|
|
2017
|
|
2016
|
||||
Land and building
|
$
|
9,169,605
|
|
|
$
|
7,827,490
|
|
Vehicle and equipment
|
2,414,216
|
|
|
3,299,143
|
|
||
Processing and laboratory
|
21,166,497
|
|
|
21,049,497
|
|
||
Furniture and fixtures
|
755,665
|
|
|
755,665
|
|
||
|
33,505,983
|
|
|
32,931,795
|
|
||
Less accumulated depreciation
|
(20,724,250
|
)
|
|
(17,783,228
|
)
|
||
Total properties, plant and equipment
|
$
|
12,781,733
|
|
|
$
|
15,148,567
|
|
|
2017
|
|
2016
|
||||
Lexon surety bond cash collateral
|
$
|
2,500,000
|
|
|
$
|
2,500,000
|
|
Other cash reclamation bond deposits
|
122,544
|
|
|
122,544
|
|
||
Total reclamation bond deposit
|
$
|
2,622,544
|
|
|
$
|
2,622,544
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Long-term reclamation liability — beginning of period
|
$
|
7,353,346
|
|
|
$
|
6,827,568
|
|
|
$
|
5,908,700
|
|
Additional obligations incurred
|
—
|
|
|
340,000
|
|
|
659,295
|
|
|||
Accretion of reclamation liability
|
64,334
|
|
|
185,778
|
|
|
259,573
|
|
|||
Long-term reclamation liability — end of period
|
$
|
7,417,680
|
|
|
$
|
7,353,346
|
|
|
$
|
6,827,568
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Retirement obligation asset — beginning of period
|
$
|
617,126
|
|
|
$
|
1,107,120
|
|
|
$
|
1,619,101
|
|
Additional obligations incurred
|
—
|
|
|
340,000
|
|
|
659,295
|
|
|||
Amortization of retirement obligation asset
|
(334,381
|
)
|
|
(829,994
|
)
|
|
(1,171,276
|
)
|
|||
Retirement obligation asset — end of period
|
$
|
282,745
|
|
|
$
|
617,126
|
|
|
$
|
1,107,120
|
|
|
2017
|
|
2016
|
||||
Accrued Northern Comstock Joint Venture Contribution Obligations
|
$
|
180,833
|
|
|
$
|
480,833
|
|
Accrued Board of Directors fees
|
84,000
|
|
|
290,600
|
|
||
Accrued vendor liabilities
|
75,415
|
|
|
121,081
|
|
||
Accrued payroll
|
57,402
|
|
|
60,735
|
|
||
Accrued personal property tax
|
84,264
|
|
|
56,895
|
|
||
Accrued production royalties
|
—
|
|
|
7,940
|
|
||
Other accrued expenses
|
14,737
|
|
|
117,850
|
|
||
Total accrued expenses
|
$
|
496,651
|
|
|
$
|
1,135,934
|
|
Years Ending December 31:
|
|
||
2018
|
$
|
291,532
|
|
2019
|
308,591
|
|
|
2020
|
326,647
|
|
|
2021
|
10,534,542
|
|
|
2022
|
—
|
|
|
Thereafter
|
—
|
|
|
Total debt (excludes discounts and debt issuance costs)
|
$
|
11,461,312
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Number of shares sold
|
|
9,464,764
|
|
|
367,060
|
|
||
|
|
|
|
|
||||
Gross proceeds
|
|
$
|
7,346,707
|
|
|
$
|
522,889
|
|
Fees
|
|
278,919
|
|
|
14,090
|
|
||
Net proceeds
|
|
$
|
7,067,788
|
|
|
$
|
508,799
|
|
|
|
|
|
|
||||
Average price per share
|
|
$
|
0.78
|
|
|
$
|
1.42
|
|
|
|
|
Fair Value Measurements at December 31, 2016
|
||||||||||||
|
Total
|
|
Quoted
Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Deposits on financing agreement (Varilease Finance)
|
$
|
124,920
|
|
|
$
|
124,920
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total Assets
|
$
|
124,920
|
|
|
$
|
124,920
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Note payable (Daney Ranch Property)
|
$
|
868,398
|
|
|
$
|
868,398
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Note payable (Dayton Property “Golden Goose”)
|
207,562
|
|
|
207,562
|
|
|
—
|
|
|
—
|
|
||||
Total Liabilities
|
$
|
1,075,960
|
|
|
$
|
1,075,960
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
|
|
|
|
|
|
|
|
|
|||
Mining
|
$
|
—
|
|
|
$
|
4,944,627
|
|
|
$
|
18,245,633
|
|
Real estate
|
104,329
|
|
|
125,590
|
|
|
247,217
|
|
|||
Total revenues
|
104,329
|
|
|
5,070,217
|
|
|
18,492,850
|
|
|||
|
|
|
|
|
|
||||||
Cost and Expenses
|
|
|
|
|
|
|
|
|
|||
Mining
|
$
|
(8,908,556
|
)
|
|
$
|
(15,101,138
|
)
|
|
$
|
(30,575,729
|
)
|
Real estate
|
(73,739
|
)
|
|
(182,423
|
)
|
|
(342,634
|
)
|
|||
Total cost and expenses
|
(8,982,295
|
)
|
|
(15,283,561
|
)
|
|
(30,918,363
|
)
|
|||
|
|
|
|
|
|
||||||
Operating Loss
|
|
|
|
|
|
|
|
|
|||
Mining
|
$
|
(8,908,556
|
)
|
|
$
|
(10,156,511
|
)
|
|
$
|
(12,330,096
|
)
|
Real estate
|
30,590
|
|
|
(56,833
|
)
|
|
(95,417
|
)
|
|||
Total loss from operations
|
(8,877,966
|
)
|
|
(10,213,344
|
)
|
|
(12,425,513
|
)
|
|||
Other income (expense), net
|
(1,698,212
|
)
|
|
(2,751,360
|
)
|
|
1,971,086
|
|
|||
Net loss
|
$
|
(10,576,178
|
)
|
|
$
|
(12,964,704
|
)
|
|
$
|
(10,454,427
|
)
|
|
|
|
|
|
|
||||||
Capital Expenditures
|
|
|
|
|
|
|
|
|
|||
Mining
|
$
|
1,810,845
|
|
|
$
|
340,491
|
|
|
$
|
7,478,782
|
|
Real estate
|
—
|
|
|
3,200,000
|
|
|
14,663
|
|
|||
Total capital expenditures
|
$
|
1,810,845
|
|
|
$
|
3,540,491
|
|
|
$
|
7,493,445
|
|
|
|
|
|
|
|
||||||
Depreciation, Amortization and Depletion
|
|
|
|
|
|
|
|
|
|||
Mining
|
$
|
4,176,115
|
|
|
$
|
5,763,293
|
|
|
$
|
7,607,677
|
|
Real estate
|
11,568
|
|
|
130,490
|
|
|
119,756
|
|
|||
Total depreciation, amortization and depletion
|
$
|
4,187,683
|
|
|
$
|
5,893,783
|
|
|
$
|
7,727,433
|
|
|
As of December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|||
Mining
|
$
|
25,530,508
|
|
|
$
|
27,829,802
|
|
|
$
|
41,886,124
|
|
Real estate
|
5,433,405
|
|
|
6,013,229
|
|
|
1,326,767
|
|
|||
|
$
|
30,963,913
|
|
|
$
|
33,843,031
|
|
|
$
|
43,212,891
|
|
|
Year Ended
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator:
|
|
|
|
|
|
|
|
|
|||
Net loss
|
$
|
(10,576,178
|
)
|
|
$
|
(12,964,704
|
)
|
|
$
|
(10,454,427
|
)
|
Convertible preferred stock dividends
|
—
|
|
|
—
|
|
|
(5,452,445
|
)
|
|||
Net loss available to common shareholders
|
$
|
(10,576,178
|
)
|
|
$
|
(12,964,704
|
)
|
|
$
|
(15,906,872
|
)
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
|
|
|||
Basic weighted average shares outstanding
|
41,127,245
|
|
|
35,324,947
|
|
|
22,014,497
|
|
|||
Effect of dilutive securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Diluted weighted average shares outstanding
|
41,127,245
|
|
|
35,324,947
|
|
|
22,014,497
|
|
|||
|
|
|
|
|
|
||||||
Net loss per common share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
(0.26
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.72
|
)
|
Diluted
|
$
|
(0.26
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.72
|
)
|
|
Shares
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Stock options
|
10,000
|
|
|
10,000
|
|
|
10,000
|
|
Restricted stock
|
—
|
|
|
28,000
|
|
|
332,400
|
|
|
|
|
|
|
|
|||
|
10,000
|
|
|
38,000
|
|
|
342,400
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Balances at January 1, 2017
|
28,000
|
|
|
$
|
10.10
|
|
Forfeitures
|
(28,000
|
)
|
|
|
|
|
Balances at December 31, 2017
|
—
|
|
|
$
|
10.10
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Income taxes provision
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Federal statutory rate
|
(34.0
|
)%
|
|
(34.0
|
)%
|
|
(34.0
|
)%
|
|||
Change in valuation allowance
|
(224.0
|
)%
|
|
34.0
|
%
|
|
33.8
|
%
|
|||
Change in rate
|
258.0
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Other
|
—
|
%
|
|
—
|
%
|
|
0.2
|
%
|
|||
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Asset retirement obligation
|
$
|
1,498,336
|
|
|
$
|
2,290,315
|
|
Mineral rights and properties, plant, and equipment
|
891,413
|
|
|
839,360
|
|
||
Mining exploration, development, claims, and permit costs
|
6,247,638
|
|
|
10,705,987
|
|
||
Net operating loss carryforward
|
35,205,356
|
|
|
53,021,957
|
|
||
Other
|
196,041
|
|
|
869,666
|
|
||
Valuation allowance
|
(44,038,784
|
)
|
|
(67,727,285
|
)
|
||
Total net deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
Year Ended December 31,
|
Leases
|
||
2018
|
$
|
26,400
|
|
2019
|
28,800
|
|
|
2020
|
28,880
|
|
|
2021
|
30,000
|
|
|
2022
|
30,000
|
|
|
Thereafter
|
54,000
|
|
|
|
$
|
198,080
|
|
|
Quarter Ended
|
||||||||||||||
|
March 31, 2017
|
|
June 30, 2017
|
|
September 30, 2017
|
|
December 31, 2017
|
||||||||
Revenues
|
$
|
19,294
|
|
|
$
|
27,370
|
|
|
$
|
26,960
|
|
|
$
|
30,705
|
|
Gross loss
(1)
|
(900,243
|
)
|
|
(909,784
|
)
|
|
(838,879
|
)
|
|
(712,596
|
)
|
||||
Loss from operations
|
(2,444,659
|
)
|
|
(2,551,677
|
)
|
|
(2,038,440
|
)
|
|
(1,843,190
|
)
|
||||
Net loss
|
(2,774,180
|
)
|
|
(2,932,722
|
)
|
|
(2,497,011
|
)
|
|
(2,372,265
|
)
|
||||
Basic loss per common share
|
(0.07
|
)
|
|
(0.08
|
)
|
|
(0.06
|
)
|
|
(0.05
|
)
|
||||
Diluted loss per common share
|
(0.07
|
)
|
|
(0.08
|
)
|
|
(0.06
|
)
|
|
(0.05
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
|
Quarter Ended
|
||||||||||||||
|
March 31, 2016
|
|
June 30, 2016
|
|
September 30, 2016
|
|
December 31, 2016
|
||||||||
Revenues
|
$
|
2,020,521
|
|
|
$
|
1,491,276
|
|
|
$
|
1,134,795
|
|
|
$
|
423,625
|
|
Gross profit/(loss)
(1)
|
552,171
|
|
|
136,636
|
|
|
273,870
|
|
|
(580,694
|
)
|
||||
Loss from operations
|
(3,829,658
|
)
|
|
(2,268,327
|
)
|
|
(1,667,446
|
)
|
|
(2,447,913
|
)
|
||||
Net loss
|
(4,051,395
|
)
|
|
(2,854,784
|
)
|
|
(2,193,201
|
)
|
|
(3,865,324
|
)
|
||||
Basic loss per common share
|
(0.12
|
)
|
|
(0.08
|
)
|
|
(0.07
|
)
|
|
(0.10
|
)
|
||||
Diluted loss per common share
|
(0.12
|
)
|
|
(0.08
|
)
|
|
(0.07
|
)
|
|
(0.10
|
)
|
||||
|
|
|
|
|
|
|
|
•
|
a majority of the directors shall be independent within the NYSE American listing standards;
|
•
|
a director shall advise our Nominating and Governance Committee (and receive written confirmation from counsel for the Company that there are no legal or regulatory impediments to such service) prior to accepting an invitation to serve on another public company board;
|
•
|
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 simultaneous service would not impair the ability of such member to effectively serve on the Audit and Finance Committee and make disclosure of such determination either in our Annual Report on Form 10-K or on or through our website;
|
•
|
our Board shall meet in regular sessions at least four times annually (including telephonic meetings );
|
•
|
our independent directors meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive session without management present; and our Board shall be comprised of that number of directors (but not less than three nor more than nine) as shall be determined from time to time by the Board (with the Board's sense that five to seven directors is the right size for the Board, but that a slightly larger size may be justifiable in order to accommodate the availability of an outstanding candidate).
|
•
|
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, the director of internal audits, where applicable, 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 or to be used, alternative treatments of financial information available under generally accepted accounting principles and other material written communications between the independent registered public accounting firm and management
|
•
|
review with management major issues regarding auditing, accounting, internal control and financial reporting principles, policies and practices and regulatory and accounting initiatives, and presentation of financial statements,
|
•
|
meet at least once annually with management and the independent registered public accounting firm in separate sessions;
|
•
|
review, prior to filing with the SEC, all annual and quarterly reports (and all interim reports on Form 8-K to be filed that contain financial disclosures of similar scope and magnitude as annual reports and quarterly reports).
|
•
|
assess at least annually 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.
|
•
|
review and approve annually the goals and objectives relating to the compensation of the Chief Executive Officer, evaluate the performance of the Chief Executive Officer in light of such goals and objectives and annually determine the compensation of the Chief Executive Officer based on such evaluation;
|
•
|
review and approve, as appropriate, annually the compensation of the other executive officers and directors and review compensation of other members of senior management and other employees generally;
|
•
|
assess organizational systems and plans, including those relating to management development and succession planning;
|
•
|
administer stock-based compensation plans and assess compensation arrangements, plans, policies and programs and benefit and welfare plans and programs; and
|
•
|
review the Compensation Discussion and Analysis for inclusion in the annual proxy statements or annual report, 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 American and the SEC rules under the Sarbanes-Oxley Act of 2002 (and non-employee directors (as defined under Exchange Act Rule 16b-3) and outside directors (as defined under Internal Revenue Code Section 162 (m))).
|
Outstanding Equity Awards at December 31, 2017
|
||||||||||||||||||||||||||
|
|
Option awards
|
|
Stock awards
|
||||||||||||||||||||||
Name
|
|
Number of securities underlying unexercised options (#) exercisable
|
|
Number of securities underlying unexercised options (#) unexercisable
|
|
Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)
|
|
Option exercise price ($)
|
|
Option expiration date
|
|
Number of shares or units of stock that have not vested (#)
|
|
Market value of shares of units of stock that have not vested ($)
|
|
Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)
|
|
Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
|
||||||||
William Nance
|
|
—
|
|
|
3,000
|
|
|
—
|
|
|
20.00
|
|
|
10/1/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Robert Reseigh
|
|
—
|
|
|
3,000
|
|
|
—
|
|
|
20.00
|
|
|
10/1/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
•
|
Support our business strategy - We align our programs with business strategies focused on long-term growth and enhanced shareholder value. Our compensation plans allow our executives to share in that wealth creation and support an environment that promotes improvement and breakthrough performance.
|
•
|
Pay for Performance - A substantial majority of our executive pay is dependent upon the achievement of specific corporate performance goals. As a result, individual performance as it relates to compensation is only relevant insofar as it advances the goals of the Company. Our plans will result in realizing higher compensation when goals are met and lower compensation when goals are not met.
|
•
|
Pay Competitively - We establish compensation levels that are designed to meet or exceed the needs of our employees. We also assess them against companies that we believe compete with us for human capital. In this context, we believe we are more than competitive with those competing companies.
|
•
|
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
|
|
Executive Chairman, Chief Executive Officer and President
|
Timothy D. Smith
|
|
CAO and Secretary
|
•
|
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
|
|
2017Annual
Base Salary
|
||
Corrado De Gasperis
(1)
|
|
$
|
288,000
|
|
Timothy D. Smith
|
|
110,000
|
|
•
|
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.
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Stock Awards
($)
(1)
|
|
Option Awards
|
|
Non-equity incentive Plan Compensation
|
|
Non-qualified deferred Compensation Earnings
|
|
All other compensation
|
|
Total
($)
|
|||||||||
Corrado De Gasperis
|
|
2017
|
|
$
|
288,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
288,000
|
|
President and Chief Executive Officer
(2)
|
|
2016
|
|
311,342
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
311,342
|
|
•
|
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).
|
•
|
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)
|
|
10,000
|
|
$20
|
|
425,840
|
Name
|
Fees Earned or Paid in Cash ($)
(1)
|
||
Daniel Kappes
|
$
|
12,000
|
|
William Nance
|
12,000
|
|
|
Robert Reseigh
|
12,000
|
|
Name and Address
(a)
|
Title of class
|
|
Amount and nature of beneficial ownership
|
|
Percent of class
(b)
|
|
||
Winfield Group
|
Common Stock
|
|
10,135,648
|
|
(d)
|
|
20.4
|
%
|
Van Den Berg Management, Inc.
805 Las Cimas Parkway Suite 430
Austin, TX 78746
|
Common Stock
|
|
5,588,077
|
|
(c)
|
|
11.2
|
%
|
|
|
|
|
|
|
|
||
Officers and Directors
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Corrado De Gasperis
|
Common Stock
|
|
241,100
|
|
|
|
*
|
|
William Nance
|
Common Stock
|
|
38,000
|
|
(e)
|
|
*
|
|
Daniel Kappes
|
Common Stock
|
|
24,040
|
|
|
|
*
|
|
Robert Reseigh
|
Common Stock
|
|
23,000
|
|
(f)
|
|
*
|
|
All directors and executive officers as a group (5 persons)
|
Common Stock
|
|
326,140
|
|
|
|
0.66
|
%
|
(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
49,722,285
shares of common stock outstanding as of
February 15, 2018
together with all applicable options and warrants 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
February 15, 2018
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 February 09, 2017.
|
(d)
|
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
10,135,648
shares of the Company’s common stock beneficially owned by Mr. Winfield includes (i)
2,787,585
shares of the Company’s common stock held directly by Mr. Winfield, (ii),
2,629,616
shares of the Company’s common stock held by InterGroup, (iii)
1,777,580
shares of the Company’s common stock held by Portsmouth, (iv)
906,649
shares of the Company’s common stock held by Santa Fe, (vi)
2,034,218
shares of the Company’s common stock held by Northern Comstock,
|
(e)
|
Includes 3,000 shares of common stock issuable upon exercise of vested options.
|
(f)
|
Includes
3,000
shares of common stock issuable upon exercise of vested options.
|
•
|
the Audit and Finance Committee approves or ratifies such transaction in accordance with the guidelines set forth in the policy and the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party; or
|
•
|
the transaction is approved by the disinterested members of the Board of Directors; or
|
•
|
the transaction involves compensation approved by our Compensation Committee.
|
|
2017
|
|
2016
|
|
Deloitte & Touche LLP
|
|
Deloitte & Touche LLP
|
Audit Fees
|
$214,869
|
|
$299,483
|
Tax Fees
|
19,889
|
|
18,907
|
Total fees
|
$234,758
|
|
$318,390
|
(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, 2017
|
|
|
|
|
|
|
|
|
|
|
|||||
Tax valuation allowance
|
$
|
67,727,285
|
|
|
$
|
(23,688,501
|
)
|
|
$
|
—
|
|
|
$
|
44,038,784
|
|
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tax valuation allowance
|
$
|
63,324,806
|
|
|
$
|
4,402,479
|
|
|
$
|
—
|
|
|
$
|
67,727,285
|
|
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tax valuation allowance
|
$
|
59,792,087
|
|
|
$
|
3,532,719
|
|
|
$
|
—
|
|
|
$
|
63,324,806
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
3.1
|
|
Articles of Incorporation
|
|
|
|
3.2
|
|
Amended and Restated Bylaws (previously filed with Securities and Exchange Commission on June 8, 2011 as exhibit 3.2 to the Company’s Current Report on Form 8-K (file number 001-35200/film number 11901161) 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)
|
|
|
|
10.5
|
|
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
|
|
First Amendment to the Limited Liability Company Operating Agreement of Northern Comstock LLC, dated August 27, 2015 (previously filed with the Securities and Exchange Commission on August 27, 2015 as exhibit 10.1 to the Company's Form 8-K (file number 151077115) and incorporated herein by reference)
|
|
|
|
10.8
|
|
Second Amendment to the Limited Liability Company Operating Agreement of Northern Comstock LLC, dated September 28, 2015 (previously filed with the Securities and Exchange Commission on October 23, 2015 as exhibit 10.1 to the Company's Form 10-Q (file number 151173376) and incorporated herein by reference)
|
|
|
|
10.15
|
|
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)
|
|
|
|
10.16
|
|
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)
|
|
|
|
10.23
|
|
Master Lease Agreement, dated as of May 12, 2015, between Varilease Finance, Inc. and Comstock Mining Inc. (previously filed with the Securities and Exchange Commission on July 21, 2015 as exhibit 10.1 to the Company's Form 10-Q (file number 15996705) and incorporated herein by reference)
|
|
|
|
10.24
|
|
Restructuring Agreement, dated as of July 29, 2015, by and among Northern Comstock LLC, Comstock Mining Inc., DWC Resources Inc., The InterGroup Corporation, Santa Fe Financial Corporation, Portsmouth Square, Inc., and John V. Winfield (previously filed with the Securities and Exchange Commission on July 29, 2015 as exhibit 10.1 to the Company's Form 8-K (file number 151011053) and incorporated herein by reference)
|
|
|
|
10.25
|
|
Stockholders Agreement, dated as of July 29, 2015, by and among Comstock Mining Inc., Northern Comstock LLC, DWC Resources Inc., The InterGroup Corporation, Santa Fe Financial Corporation, Portsmouth Square, Inc., and John V. Winfield (previously filed with the Securities and Exchange Commission on July 29, 2015 as exhibit 10.2 to the Company's Form 8-K (file number 151011053) and incorporated herein by reference)
|
|
|
|
10.26
|
|
Drilling and Development Services for Common Stock Investment Agreement dated March 28, 2016 (previously filed with the Securities and Exchange Commission on filed on March 30, 2016 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 161536682) and incorporated by reference herein)
|
|
|
|
10.27
|
|
Sales Agreement, dated as of June 28, 2016, between the Company and International Assets Advisory (previously filed with the Securities and Exchange Commission on August 4, 2016 as exhibit 10.1 to the Company's Form 10-Q (file number 001-35200/film number 161805513) and incorporated herein by reference)
|
|
|
|
10.28
|
|
Forbearance Agreement, dated as of June 27, 2016, between the Company and Caterpillar Financial Services Corporation (previously filed with the Securities and Exchange Commission on August 4, 2016 as exhibit 10.2 to the Company's Form 10-Q (file number 001-35200/film number 161805513) and incorporated herein by reference)
|
|
|
|
10.29
|
|
Loan Agreement, dated as of July 25, 2016, between Comstock Industrial LLC and GF Comstock 1 LP (previously filed with the Securities and Exchange Commission on July 26, 2016 as exhibit 10.1 to the Company’s Form 8-K (file number 001-35200/film number 161782997) and incorporated herein by reference)
|
|
|
|
10.30
|
|
Promissory Note, dated as of July 25, 2016, between Comstock Industrial LLC and GF Comstock 1 LP (previously filed with the Securities and Exchange Commission on July 26, 2016 as exhibit 10.2 to the Company’s Form 8-K (file number 001-35200/film number 161782997) and incorporated herein by reference)
|
|
|
|
10.31
|
|
Guaranty, dated as of July 25, 2016, among Comstock Mining Inc., Comstock Mining LLC, Comstock Real Estate Inc. and GF Comstock 1 LP (previously filed with the Securities and Exchange Commission on July 26, 2016 as exhibit 10.3 to the Company's Form 8-K (file number 001-35200/film number 161782997) and incorporated herein by reference)
|
|
|
|
10.32
|
|
Debenture, dated as of January 13, 2017, between Comstock Mining Inc. and GF Comstock 2 LP (previously filed with the Securities and Exchange Commission on January 17, 2017 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 17531561) and incorporated herein by reference)
|
|
|
|
10.33
|
|
Pledge and Security Agreement, dated as of January 13, 2017, between Comstock Mining Inc. and GF Comstock 2 LP (previously filed with the Securities and Exchange Commission on January 17, 2017 as exhibit 10.3 to the Company's Form 8-K (file number 001-35200/film number 17531561) and incorporated herein by reference)
|
|
|
|
10.34
|
|
Form of Deed of Trust (previously filed with the Securities and Exchange Commission on January 17, 2017 as exhibit 10.5 to the Company's Form 8-K (file number 001-35200/film number 17531561) and incorporated herein by reference)
|
|
|
|
21*
|
|
Subsidiaries
|
|
|
|
23*
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
24*
|
|
Powers of Attorney (included on signature page)
|
|
|
|
31.1*
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
|
|
|
|
31.2*
|
|
Certification of 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
|
|
|
|
32.2*
|
|
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, 2015, 2014 and 2013, (ii) the Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2015, 2014 and 2013, (iii) the Consolidated Balance Sheets at December 31, 2015 and 2014, (iv) the Consolidated Statements of Changes in Equity for the fiscal years ended December 31, 2015, 2014 and 2013, (v) the Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2015, 2014 and 2013 and (vi) the Notes to Consolidated Financial Statements |
Exhibit
Number
|
|
Exhibit
|
|
|
|
3.1*
|
|
|
|
|
|
3.2
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
|
10.33
|
|
|
|
|
|
10.34
|
|
|
|
|
|
10.35
|
|
|
|
|
|
21*
|
|
|
|
|
|
23*
|
|
|
|
|
|
24*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
95*
|
|
|
|
|
|
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, 2016, 2015 and 2014, (ii) the Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2016, 2015 and 2014, (iii) the Consolidated Balance Sheets at December 31, 2016 and 2015, (iv) the Consolidated Statements of Changes in Equity for the fiscal years ended December 31, 2016, 2015 and 2014, (v) the Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2016, 2015 and 2014 and (vi) the Notes to Consolidated Financial Statements
|
|
COMSTOCK MINING INC.
|
|
|
(Registrant)
|
|
|
|
|
|
By:
|
/s/ Corrado De Gasperis
|
|
|
Name: Corrado De Gasperis
|
|
|
Title: Executive Chairman, Chief Executive Officer and President (Principal Executive Officer and Principal Financial Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ CORRADO DE GASPERIS
|
|
Executive Chairman, Chief Executive Officer and President (principal executive officer and principal financial officer)
|
|
February 20, 2018
|
Corrado De Gasperis
|
|
|
|
|
/s/ DANIEL KAPPES
|
|
Director
|
|
February 20, 2018
|
Daniel Kappes
|
|
|
|
|
/s/ WILLIAM NANCE
|
|
Director
|
|
February 20, 2018
|
William Nance
|
|
|
|
|
/s/ TIMOTHY D. SMITH
|
|
Chief Accounting Officer (principal accounting officer)
|
|
February 20, 2018
|
Timothy D. Smith
|
|
|
|
|
(1)
|
Comstock Mining LLC, a Nevada limited liability company
|
(2)
|
Comstock Real Estate Inc., a Nevada corporation (formerly known as Gold Hill Hotel, Inc.)
|
(3)
|
Comstock Industrial LLC,
a Nevada limited liability company
|
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.
|
February 20, 2018
|
/s/ Corrado De Gasperis
|
Corrado De Gasperis
|
Executive Chairman, Chief Executive Officer and President
(Principal Executive Officer)
|
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.
|
February 20, 2018
|
/s/ Judd Merrill
|
Judd Merrill
|
Chief Financial Officer (principal financial officer and principal accounting 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: February 20, 2018
|
|
|
/s/ Corrado De Gasperis
|
|
Corrado De Gasperis
|
|
Executive Chairman, Chief Executive Officer and President
|
|
(Principal Executive 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: February 20, 2018
|
|
|
/s/ Judd Merrill
|
|
Judd Merrill
|
|
Chief Financial Officer (principal financial officer and principal accounting 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
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
200
|
|
—
|
|
No
|
No
|
—
|
|
—
|
|
—
|
|
26-02771
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
200
|
|
—
|
|
No
|
No
|
—
|
|
—
|
|
—
|
|