UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 2019
COMSTOCK MINING INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or Other
Jurisdiction of Incorporation)
001-35200
(Commission File Number)
65-0955118
(I.R.S. Employer
Identification Number)
1200 American Flat Road, Virginia City, Nevada 89440
(Address of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, including Area Code: (775) 847-5272

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company     

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     






Item 1.01 Entry into a Material Definitive Agreement.

On June 21, 2019, Comstock Mining Inc. (the “Company”) entered into a Third Purchase Agreement Amendment (the “Amendment”) of the Company’s previously announced Membership Interest Purchase Agreement with Tonogold Resources, Inc. (“Tonogold”).

Pursuant to the Amendment, Tonogold was permitted to delay closing to as late as July 26, 2019, by delivering one of the following forms of consideration by June 28, 2019: (a) a non-refundable cash deposit of $1,000,000 applicable to the total purchase price of $15,000,000 (the “Purchase Price”); or (b) a non-refundable deposit of $750,000 in cash applicable to the Purchase Price, plus an extension fee in shares of Series E Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock of Tonogold (the “Shares”) with a stated value of $250,000 that is not applicable to the Purchase Price; or (c) a non-refundable deposit of $500,000 in cash, plus an extension fee of Shares with a stated value of $500,000 that is not applicable to the Purchase Price. Pursuant to Amendment, Tonogold delivered a non-refundable cash deposit of $600,000 on June 24, 2019.

If the closing does not occur on or prior to July 26, 2019, Tonogold may further delay closing until August 30, 2019, by delivering one of the following forms of consideration by July 26, 2019: (a) a non-refundable deposit of $1,000,000 in cash, applicable to the Purchase Price or (b) delivering a non-refundable deposit of $500,000 in cash, applicable to the Purchase Price, plus an extension fee in Shares with a stated value of $500,000 that is not applicable to the Purchase Price.

Tonogold is required to include with each additional deposit, whether or not accompanied by an extension payment in Shares, the additional cost of interest incurred by the Company and certain enumerated operating expenses.

The Shares shall have substantially identical terms as Tonogold’s Series D Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock, except that the Shares shall have a conversion price that is the lowest of (i) $0.10 per share, (ii) the 20-day volume weighted closing price of Tonogold common shares immediately prior to conversion, or (iii) Tonogold’s initial public offering price per common share.

The foregoing summary of the terms of the Amendment is not intended to be exhaustive and is qualified in its entirety by the terms of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.







A copy of the press release announcing the transactions contemplated by the Amendment is attached as Exhibit 99.1 to this Form 8-K.

Item 3.01 Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing or Notice of Delisting.

On June 24, 2019, the Company received notification (the “Listing Standard Letter”) from the NYSE American LLC that the Company’s securities have been selling at or below $0.20 per share since May 20, 2019, and, pursuant to Section 1003(f)(v) the Company’s continued listing is predicated on demonstrating sustained price improvement or effecting a reverse stock split within the next six months, that is, no later than December 24, 2019. The Company is required to stay in contact with the NYSE American LLC and discuss any new developments, regarding progress on its strategy, plans for implementing a reverse split or otherwise.

The Company currently meets all other listing requirements and its common stock will continue to be listed on the NYSE American LLC while it attempts to regain compliance with the listing standard noted, subject to the Company’s ongoing compliance with other continued listing requirements. The Company’s common stock will continue to trade under the symbol “LODE,” but will have an added designation of “.BC” to indicate that the Company is below compliance with this NYSE American LLC’s listing standard.

The NYSE American LLC notification does not affect the Company’s business operations or its SEC reporting requirements and does not conflict with or cause an event of default under any of the Company’s material agreements.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits .
 
 






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
COMSTOCK MINING INC.
Date: June 27, 2019
By:
/s/ Corrado De Gasperis
 
 
Name: Corrado De Gasperis
Title: Executive Chairman, President and Chief Executive Officer








THIRD PURCHASE AGREEMENT AMENDMENT
This Third Purchase Agreement Amendment (this “ Amendment ”) dated as of June 21, 2019, is entered into by and between Tonogold Resources, Inc., a Delaware corporation (“ Tonogold ”), and Comstock Mining Inc., a Nevada corporation ( “ Comstock ”).
WHEREAS, Tonogold and Comstock entered into that certain Option Agreement, dated October 3, 2017 (the “ Option Agreement ”);
WHEREAS, Tonogold and Comstock entered into that certain Membership Interest Purchase Agreement, dated as of January 24, 2019, as amended by the Purchase Agreement Amendment dated April 30, 2019, and the Second Purchase Agreement Amendment dated May 22, 2019 (the “Purchase Agreement”) ;
WHEREAS, pursuant to the Purchase Agreement, Tonogold has the right to change the Termination Date to July 26, 2019, and August 30, 2019, subject to making additional non-refundable deposits of $1,000,000 to Comstock by June 21, 2019, and July 26, 2019, respectively;
WHEREAS, Tonogold desires to deliver certain cash consideration and shares of preferred stock in lieu of such additional non-refundable deposits, payable to Comstock by June 28, 2019, and July 26, 2019; and
WHEREAS, capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE in consideration of the mutual covenants and agreements herein and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:
1.
Amendment .

(a) Comstock hereby agrees that the current Termination Date of June 21 st 2019 is hereby changed to no later than June 28 th 2019, with the understanding that Tonogold will wire funds received by them for the cash deposit options in paragraph 1(b) to Comstock within 24 hours of receipt.
(b) Tonogold may delay Closing (as such term is defined, and subject to the terms and conditions set forth in the Purchase Agreement) to as late as July 26, 2019, by either:
i.
delivering a non-refundable cash deposit of $1,000,000 applicable to the total purchase price of $15,000,000 (the “ Purchase Price ”), by 1:00 p.m. PST on June 28, 2019; or
ii.
delivering a non-refundable deposit of $750,000 in cash applicable to the Purchase Price by 1:00 p.m. PST on June 28, 2019, and an irrevocable notice to deliver an extension fee in shares of Series E Convertible Junior




Participating Non-Cumulative Perpetual Preferred Stock of Tonogold (the “Shares” ) with a stated value of $250,000 that is not applicable to the Purchase Price, with the Shares delivered to Comstock as soon as practicable, but in no event later than July 18 th 2019; or
iii.
delivering a non-refundable deposit of $500,000 in cash applicable to the Purchase Price by 1:00 p.m. PST on June 28, 2019, and an irrevocable notice to deliver an extension fee in shares of Series E Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock of Tonogold (the “Shares” ) with a stated value of $500,000 that is not applicable to the Purchase Price, with the Shares delivered to Comstock as soon as practicable, but in no event later than July 18 th 2019.

(c) If the Closing (as such term is defined, and subject to the terms and conditions set forth in the Purchase Agreement) does not occur on or prior to July 26, 2019, Tonogold may further delay Closing until August 30, 2019, by either:
i.
delivering a non-refundable deposit of $1,000,000 in cash, applicable to the Purchase Price to Comstock by 1:00 p.m. PST on July 26, 2019; or
ii.
delivering a non-refundable deposit of $500,000 in cash applicable to the Purchase Price by 1:00 p.m. PST on July 26, 2019, and an irrevocable notice to deliver an extension fee in shares of Series E Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock of Tonogold (the “Shares” ) with a stated value of $500,000 that is not applicable to the Purchase Price, with the Shares delivered to Comstock as soon as practicable, but in no event later than August 15 th 2019.

(d) Tonogold shall include with each additional deposit, whether or not accompanied by an extension fee in Shares notice, the additional cost of interest incurred by Comstock, as defined in section 1(d) of the Purchase Agreement Amendment dated April 30, 2019 (the “Incremental Interest” ), payable in cash. Alternately, Tonogold can choose to pay the estimated Incremental Interest for the entire period from May 31, 2019 through August 30, 2019, in Shares, by issuing an irrevocable notice to deliver Shares with a stated value of $165,000, to be issued as soon as practicable, but in no event later than July 18, 2019. For purposes of clarity, Tonogold continues to be responsible for timely reimbursing expenses enumerated in the Purchase Agreement as invoiced by Comstock, including those previously invoiced through May 31, 2019.

(e) The Shares shall have substantially identical terms as Tonogold’s Series D Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock, except that the Shares shall have a conversion price that is the lowest of (i) $0.10 per share, (ii) the 20-day volume weighted closing price of Tonogold common shares immediately prior to conversion, or (iii) Tonogold’s initial public offering price per common share. For purposes of clarity, any extension fee paid with Shares will not apply to the Closing Cash Consideration, which shall




remain $11.5 million less the amount of cash deposits made prior to the Closing (as defined in the Purchase Agreement).
2.      Permits . Section 1.5 of the Purchase Agreement is hereby amended and restated in its entirety, as follows:
1.5 Permits. Comstock Mining LLC (the “Company”) currently holds a number of County, State, and Federal permits which are listed in Exhibit F (the “Permits”). These include a Storey County Special Use Permit (the “SUP”), a Right of Way granted by the US Bureau of Land Management (the “ROW”), and a Reclamation permit granted by the State of Nevada. The Parties agree: (i) that subsequent to Closing, they will work timely together, and in consultation with the relevant regulators, to either assign or bifurcate each of the Permits, as necessary, so that the Buyer retains or is granted contractual rights to the rights granted by the Permits that pertain to the Lucerne Properties, and the Seller retains all the rights granted by the Permits that pertain to the American Flat Property; and (ii) until such time as the Permits can be assigned or bifurcated, to retain the Permits in the Company, but modify them or clarify contractually so that Seller has the rights granted by the Permits to continue operations on its owned American Flat Property; or (iii) until such time as the Permits can be assigned or bifurcated, to retain the Permits in the Seller or one of its 100%-owned entities, but modify them or clarify contractually so that the Company has the rights granted by the Permits to continue operations on the Lucerne Properties; and (iv) in any case, the Parties agree that they will work to bifurcate the existing reclamation bond proportionately, or otherwise separately bond the current reclamation liability in the Lucerne Properties in the name of the Company, and bond the current reclamation liability in the American Flat Property in the name of the Seller. To clarify, until such time as the bond can be bifurcated, the Company shall reimburse Seller for all costs of maintaining the existing bond, and the Company shall at all times remain responsible for performing the required reclamation on the Lucerne Properties.
3.     Exhibits . Each of the exhibits attached hereto, hereby amend and restate such exhibits from the Purchase Agreement.
4.      No Novation . Except as amended hereby, all of the terms and conditions of the Option Agreement and the Purchase Agreement shall remain in full force and effect. Tonogold and Comstock acknowledge and agree that this Amendment is not intended to constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the obligations or liabilities under the Option Agreement or the Purchase Agreement.
5.     Further Assurances . Each of Tonogold and Comstock shall, upon request from the other Party, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Amendment and the documents to be delivered hereunder.




6.      Due Execution . The execution, delivery and performance by Tonogold and Comstock of this Amendment has been duly authorized by all necessary action on the part of Tonogold and Comstock. This Amendment has been duly executed and delivered by Tonogold and Comstock.
7.      Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada.
8.      Venue . Each Party irrevocably submits to the exclusive jurisdiction of federal courts in the State of Nevada, for the purposes of any dispute or action arising out of this Amendment. Process in any action referred to in this Section 9 may be served on any Party anywhere in the world by national courier delivery sent to the address of such served Party set forth on the signature page of this Amendment. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action arising out of this Amendment in U.S. federal courts sitting in the State of Nevada, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.
9.      Beneficiaries . This Amendment is intended for the benefit of the Parties and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
10.      Counterparts . This Amendment may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective against an executing Party when a counterpart has been signed and delivered by such Party to another Party. This Amendment and any amendments hereto, to the extent signed and delivered by means of portable document format (“PDF”) or a facsimile machine, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any Party or to any such contract, each other Party hereto or thereto shall re-execute original forms thereof and deliver them to all other Parties. No Party or to any such contract shall raise the use of PDF or a facsimile machine to deliver a signature or the fact that any signature or contract was transmitted or communicated through the use of PDF or a facsimile machine as a defense to the formation of a contract and each Party forever waives any such defense.
[Signature Page To Follow]





IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
 
TONOGOLD RESOURCES, INC.
 
 
By:
 
/s/ Mark Ashley
Name:
 
 Mark Ashley
Title:
 
 Chief Executive Officer
Address: 5666 La Jolla Boulevard, #315, La Jolla, CA 92037
 
                                
COMSTOCK MINING INC.
 
 
By:
 
 /s/ Corrado DeGasperis
Name:
 
 Corrado DeGasperis
Title:
 
Executive Chairman, President and CEO
Address: 117 American Flat Road, Virginia City, NV 89440
 

COMSTOCK MINING LLC, by its manager Comstock Mining Inc.
 
 
By:
 
 /s/ Corrado DeGasperis
Name:
 
 Corrado DeGasperis
Title:
 
Executive Chairman, President and CEO
Address: 117 American Flat Road, Virginia City, NV 89440








Exhibit A – “Properties”
(Membership Interest Purchase Agreement)

The following patents, fee land, and unpatented mining claims are included in the Lucerne Properties, as defined in the Membership Interest Purchase Agreement, and are shown in Figures A1 and A2, below.


A.1: Fee and Patented Lands Owned by Company
 
 
 
 
 
 
 
 
Parcel No
Description
Current Owner
TYPE
Acres
County
Underlying
NSR %
Underlying
Royalty Owner
002-112-02
Lot 40
Comstock Mining LLC
Fee
1.6
Storey
0%
None
002-112-02
Lot 41
Comstock Mining LLC
Fee
2.0
Storey
0%
None
002-112-02
Lot 42
Comstock Mining LLC
Fee
1.6
Storey
0%
None
002-122-02
D-8 Lot 47-50 & 52
Comstock Mining LLC
Fee
3.4
Storey
0%
None
002-141-03
Lot 33
Comstock Mining LLC
Fee
1.9
Storey
0%
None
002-141-07
2586 Keystone Circle Vacant Lot
Comstock Mining LLC
Fee
1.3
Storey
0%
None
002-141-15
Lot 27 D
Comstock Mining LLC
Fee
14.6
Storey
0%
None
002-141-16
Lot 30
Comstock Mining LLC
Fee
3.0
Storey
0%
None
002-141-16
Lot 31
Comstock Mining LLC
Fee
0.9
Storey
0%
None
002-141-16
Lot 32, Pt Lot 33
Comstock Mining LLC
Fee
5.9
Storey
0%
None
002-142-01
Lot 53-54
Comstock Mining LLC
Fee
1.2
Storey
0%
None
002-142-01
Lot 55 N 1/2
Comstock Mining LLC
Fee
0.6
Storey
1%
Art Wilson
002-142-03
Lot 57
Comstock Mining LLC
Fee
1.5
Storey
0%
None
002-151-01
Lot 34
Comstock Mining LLC
Fee
1.8
Storey
0%
None
002-151-03
Lot 36 E 200ft
Comstock Mining LLC
Fee
 
Storey
 
 
002-151-04
Pt Lot 36
Comstock Mining LLC
Fee
 
Storey
 
 
002-151-06
Pt Lot 35
Comstock Mining LLC
Fee
 
Storey
 
 
002-161-01
Lot 37
Comstock Mining LLC
Fee
0.4
Storey
0%
None
002-161-01
Lot 38
Comstock Mining LLC
Fee
0.3
Storey
0%
None
002-161-01
Lot 39
Comstock Mining LLC
Fee
0.8
Storey
0%
None
002-161-01
Lot 40
Comstock Mining LLC
Fee
0.2
Storey
0%
None




002-161-01
Lot 41
Comstock Mining LLC
Fee
0.2
Storey
0%
None
002-161-01
Lot 42
Comstock Mining LLC
Fee
1.2
Storey
0%
None
002-161-01
Lot 43
Comstock Mining LLC
Fee
0.7
Storey
0%
None
002-161-01
Lot 44
Comstock Mining LLC
Fee
0.2
Storey
0%
None
002-161-01
Lot 45
Comstock Mining LLC
Fee
0.2
Storey
0%
None
002-161-01
Lot 46
Comstock Mining LLC
Fee
1.7
Storey
0%
None
800-000-91
Niagra (surface)
Comstock Mining LLC
Fee
2.6
Storey
1.5%
Donovan
800-000-92
South Comstock (surface)
Comstock Mining LLC
Fee
12.1
Storey,Lyon
1.5%
Donovan
800-000-93
Tarto
Comstock Mining LLC
Patent
0.8
Storey
1.5%
Donovan
800-000-94
Hartford
Comstock Mining LLC
Patent
15.0
Storey
1.5%
Donovan
800-000-95
Succor
Comstock Mining LLC
Patent
4.8
Storey
1.5%
Donovan
800-000-96
Olympia
Comstock Mining LLC
Patent
5.6
Storey
1.5%
Donovan
800-000-97
Hardluck
Comstock Mining LLC
Patent
6.2
Storey
1.5%
Donovan
800-000-98
Friendship
Comstock Mining LLC
Patent
4.5
Storey
1.5%
Donovan
800-000-99
Brown
Comstock Mining LLC
Patent
2.8
Storey
1.5%
Donovan
800-001-08
St. Louis (Storey County portion)
Comstock Mining LLC
Patent
7.4
Storey
2.15%
Obester 1
800-001-09
Green
Comstock Mining LLC
Patent
10.8
Storey,Lyon
2.15%
Obester 1
800-001-11
Echo
Comstock Mining LLC
Patent
6.9
Storey
2.15%
Obester 1
800-001-12
Lucerne
Comstock Mining LLC
Patent
8.4
Storey
2.15%
Obester 1
800-001-13
St. Louis (Lyon County portion)
Comstock Mining LLC
Patent
7.4
Storey
2.15%
Obester 1
800-002-71
Billie the Kid
Comstock Mining LLC
Patent
16.0
Storey,Lyon
2.15%
Obester 1
800-002-72
Comet N Ext (Storey County portion)
Comstock Mining LLC
Patent
1.8
Storey
2.50%
Genco
 
 
 
 
 
 
 
 
A.2: Unpatented Claims Owned by Company
 
 
 
 
 
 
 
 
BLM No
Description
Current Owner
TYPE
Acres
County
Underlying
NSR %
Underlying
Royalty Owner
NMC1000122
Omaha Fraction #1
Comstock Mining LLC
Lode
6.99
Storey
0
None
NMC1000123
Omaha Fraction #2
Comstock Mining LLC
Lode
0.98
Storey
0
None




NMC1000124
Omaha Fraction #3
Comstock Mining LLC
Lode
 
Storey
0
None
NMC1000125
Omaha Fraction #4
Comstock Mining LLC
Lode
0.2
Storey
0
None
NMC1000126
Omaha Fraction #5
Comstock Mining LLC
Lode
0.23
Storey
0
None
NMC1000127
Omaha Fraction #6
Comstock Mining LLC
Lode
1.88
Storey
0
None
NMC1000128
Omaha Fraction #7
Comstock Mining LLC
Lode
1.01
Storey
0
None
NMC1000129
Omaha Fraction #8
Comstock Mining LLC
Lode
0.17
Storey
0
None
NMC1000130
Omaha Fraction #9
Comstock Mining LLC
Lode
3.23
Storey
0
None
NMC1000131
Omaha Fraction #10
Comstock Mining LLC
Lode
3.77
Storey
0
None
NMC1000137
Omaha Fraction #18
Comstock Mining LLC
Lode
1.34
Storey
0
None
NMC1062751
Plum Fraction 6
Comstock Mining LLC
Lode
0.4
Storey
0
None
NMC1062752
Plum Fraction 7
Comstock Mining LLC
Lode
0.04
Storey
0
None
NMC1062753
Plum Fraction 8
Comstock Mining LLC
Lode
0.18
Storey
0
None
NMC1062754
Plum Fraction 9
Comstock Mining LLC
Lode
1.68
Storey
0
None
NMC1062755
Plum Fraction 10
Comstock Mining LLC
Lode
5.19
Storey
0
None
NMC1062756
Plum Fraction 11
Comstock Mining LLC
Lode
0.55
Storey
0
None
NMC1062758
Plum Fraction 13
Comstock Mining LLC
Lode
0.4
Storey,Lyon
0
None
NMC1093495
KC Frac
Comstock Mining LLC
Lode
0.09
Storey
0
None
NMC1093497
Arastr Frac 1
Comstock Mining LLC
Lode
0.09
Storey
0
None
NMC1093498
Arastr Frac 2
Comstock Mining LLC
Lode
0.07
Storey
0
None
NMC1093499
Arastr Frac 3
Comstock Mining LLC
Lode
0.02
Storey
0
None
NMC1093500
Arastr Frac 4
Comstock Mining LLC
Lode
0.22
Storey
0
None
NMC1093501
Arastr Frac 5
Comstock Mining LLC
Lode
0.02
Storey
0
None
NMC1093502
Arastr Frac 6
Comstock Mining LLC
Lode
0.01
Storey
0
None
NMC1093503
Arastr Frac 7
Comstock Mining LLC
Lode
0
Storey
0
None
NMC1093504
DG Frac
Comstock Mining LLC
Lode
0.55
Storey,Lyon
0
None
NMC416033
Vindicator #8
Comstock Mining LLC
Lode
6.21
Storey,Lyon
1.5%
Donovan
NMC416040
Hartford St Louis Frac
Comstock Mining LLC
Lode
1.88
Storey
1.5%
Donovan
NMC416041
Green St Louis Frac
Comstock Mining LLC
Lode
3.04
Storey,Lyon
1.5%
Donovan
NMC416042
Hartford South Extension
Comstock Mining LLC
Lode
1.49
Storey
1.5%
Donovan




NMC416043
Echo St Louis Frac
Comstock Mining LLC
Lode
0.25
Storey
1.5%
Donovan
NMC416044
Justice Lucerne Frac
Comstock Mining LLC
Lode
1.61
Storey
1.5%
Donovan
NMC416045
S Comstock St Louis Frac
Comstock Mining LLC
Lode
0.57
Storey
1.5%
Donovan
NMC416046
Justice Woodville Frac
Comstock Mining LLC
Lode
3.08
Storey
1.5%
Donovan
NMC416047
New Deal Fraction
Comstock Mining LLC
Lode
3.84
Storey
1.5%
Donovan
NMC416048
Cliff House Fraction
Comstock Mining LLC
Lode
2.69
Storey
1.5%
Donovan
NMC416049
Big Mike
Comstock Mining LLC
Lode
18.03
Storey
1.5%
Donovan
NMC676492
Hartford Lucerne Frac
Comstock Mining LLC
Lode
0.82
Storey
1.5%
Donovan
NMC810321
Lee #5
Comstock Mining LLC
Lode
1.49
Storey
0
None
NMC810323
Lee #2
Comstock Mining LLC
Lode
19.1
Storey
0
None
NMC810324
Lee #3
Comstock Mining LLC
Lode
4.55
Storey
0
None
NMC814553
Lee #8
Comstock Mining LLC
Lode
3.84
Storey
0
None
NMC814554
Lee #9
Comstock Mining LLC
Lode
14.6
Storey
0
None
NMC821729
Comstock #1
Comstock Mining LLC
Lode
12.99
Storey
0
None
NMC821730
Comstock #2
Comstock Mining LLC
Lode
13.33
Storey
0
None
NMC821731
Comstock #3
Comstock Mining LLC
Lode
7.36
Storey
0
None
NMC821740
Comstock #12
Comstock Mining LLC
Lode
20.66
Storey
0
None
NMC821741
Comstock #13
Comstock Mining LLC
Lode
16.54
Storey
0
None
NMC821745
Comstock #17
Comstock Mining LLC
Lode
17.37
Storey
0
None
NMC821746
Comstock #18
Comstock Mining LLC
Lode
13.01
Storey
0
None
NMC871496
Comstock 119
Comstock Mining LLC
Lode
3.65
Storey
0
None
NMC871497
Comstock 120
Comstock Mining LLC
Lode
1.49
Storey
0
None
NMC871502
Comstock 125
Comstock Mining LLC
Lode
15.2
Storey
0
None
NMC871503
Comstock 126
Comstock Mining LLC
Lode
2.96
Storey
0
None
NMC871504
Comstock 127
Comstock Mining LLC
Lode
6.73
Storey
0
None
NMC871505
Comstock 128
Comstock Mining LLC
Lode
1.28
Storey
0
None
NMC884216
Plum
Comstock Mining LLC
Lode
13.33
Storey
0
None
NMC965375
Ghost 1
Comstock Mining LLC
Lode
20.67
Storey
0
None




NMC965376
Ghost 2
Comstock Mining LLC
Lode
20.67
Storey
0
None
NMC965377
Ghost 3
Comstock Mining LLC
Lode
15.52
Storey
0
None
NMC965378
Ghost 4
Comstock Mining LLC
Lode
16.94
Storey
0
None
NMC965379
Ghost 5
Comstock Mining LLC
Lode
12
Storey
0
None
NMC965380
Ghost 6
Comstock Mining LLC
Lode
13.35
Storey
0
None
NMC965381
Ghost 7
Comstock Mining LLC
Lode
8.29
Storey,Lyon
0
None
NMC983372
Comstock Lode 119
Comstock Mining LLC
Lode
18.05
Storey
0
None
NMC983373
Comstock Lode 120
Comstock Mining LLC
Lode
0.39
Storey
0
None
NMC992973
Comstock Lode 169
Comstock Mining LLC
Lode
1.37
Storey
0
None
NMC992974
Comstock Lode 172
Comstock Mining LLC
Lode
19.37
Storey
0
None
NMC992978
Comstock Lode 176
Comstock Mining LLC
Lode
15.5
Storey
0
None
 
 
 
 
 
 
 
 





EX991TONOGOLDAMENDMEN_IMAGE1.JPG

Comstock Mining Advances Lucerne Sale
Receives Additional Non-refundable Deposit and NYSE Notifications
Virginia City, NV (June 27, 2019) Comstock Mining Inc. (“Comstock” or “the Company”) (NYSE American: LODE) today announced that Tonogold Resources, Inc. (“Tonogold”) (OTCMKTS: TNGL) has paid an additional non-refundable cash deposit of $600,000 toward the purchase of the Company’s Lucerne properties.
On January 24, 2019, the Company entered into an agreement with Tonogold to sell its Lucerne properties for $15 million ($11.5 million in cash and $3.5 million in stock). On June 21, the Company entered into a Third Purchase Agreement Amendment that provides for Tonogold to deliver $11.5 million in cash at closing, less the total amounts of the cumulative non-refundable cash payments made by Tonogold at that time, now totaling $2.95 million. Tonogold can pay an additional non-refundable cash deposit of $400,000 applicable to the closing price or $400,000 in stock that is not applicable to the closing price.

Mr. Corrado De Gasperis, Executive Chairman and CEO, stated, “Tonogold’s payments reflect their commitment for acquiring and advancing the Lucerne project back into production. We have now received nearly $7 million in cash and stock payments, with another $400,000 due this week. We look forward to closing this transaction this summer, eliminating our debenture and accelerating our strategic growth plans.”

This deposit will result in the paydown of an additional $420,000 in Debenture principal, reducing the balance to $6.8 million and extends the closing deadline to July 26, 2019. Tonogold retains the option to extend the closing one additional month, until August 30, 2019, by paying an additional, $1 million non-refundable cash deposit (or $500,000 cash applicable to the purchase price plus $500,000 of convertible preferred stock not applicable to the purchase price). Tonogold is also required to reimburse the Company for the interest expense on the Company’s Senior Secured Debenture, and for operating expenses from the American Flat platform, from June 1.

On June 21, 2019, the NYSE American LLC (the “NYSE”) notified the Company that it was back in compliance after filing the Company’s March 31, 2019, Form 10-Q. On June 24, 2019, the NYSE notified the Company that its securities have been selling at or below $0.20 per share since May 20, 2019, and that its continued listing is predicated on demonstrating sustained price improvement within the next six month period, that is, no later than December 24, 2019, or effecting a reverse stock split. The Company meets all other listing requirements and its common stock will remain listed on the NYSE and believes its business strategy will regain sufficient share price levels. The NYSE American notification does not affect the Company’s business operations or its SEC reporting requirements and does not conflict with or cause an event of default under any of the Company’s material agreements. The Company’s common stock will continue to trade under the symbol “LODE,” while under the below compliance (that is, “.BC”) designation until the price is elevated and designation is removed.

Mr. De Gasperis, concluded, “We believe the NYSE is the best stock exchange in the world and could not be more appreciative of their ongoing support. We admire the quality and recognition of the NYSE’s reputation, and appreciate the liquidity and protections it provides and will continue providing, for all of our shareholders.”

    


  
About Comstock Mining, Inc.
Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the Comstock District and is an emerging leader in sustainable, responsible mining. The Company began acquiring properties in the Comstock District in 2003. Since then, the Company has consolidated a significant portion of the Comstock District, amassed the single largest known repository of historical and current geological data on the Comstock region, secured permits, built an infrastructure and completed its first phase of production. The Company continues evaluating and acquiring properties inside and outside the district expanding its footprint and exploring all of our existing and prospective opportunities for further exploration, development and mining. The near-term goal of our business plan is to maximize intrinsic stockholder value realized, per share, by continuing to acquire mineralized and potentially mineralized properties, exploring, developing and validating qualified resources and reserves (proven and probable) that enable the commercial development of our operations through extended, long-lived mine plans that are economically feasible and socially responsible.

Forward-Looking Statements
This press release and any related calls or discussions may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Comstock and Tonogold. Forward-looking statements are statements that are not historical facts. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements include statements about matters such as: capital raising activities and negotiations; market conditions; future changes in exploration activities, production capacity and operations; future exploration, production, operating and overhead costs; production of feasibility studies, technical reports or other findings related to estimated mineralization; operational and management restructuring activities; capital expenditures (by Comstock, Tonogold or other parties) and their impact; investments, acquisitions, joint ventures, strategic alliances, business combinations, asset sales; consulting, operational, tax, financial and capital projects and initiatives; contingencies; environmental compliance and changes in the regulatory environment; offerings, sales, equity dilution, and other actions regarding debt or equity securities; including a redemption of the debenture, and future working capital, costs, revenues, business opportunities, debt levels, cash flows, margins, earnings and growth. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “would,” “potential” and similar expressions identify forward-looking statements, but are not the exclusive means of doing so. These statements are based on assumptions and assessments made by the management of Comstock and Tonogold in light of their experience and their perception of historical and current trends, current conditions, possible future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations or warranties and are subject to risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements. Some of those risks and uncertainties include the risk factors discussed in Item 1A, “Risk Factors” of the annual report on Form 10-K of Comstock. Occurrence of such events or circumstances could have a material adverse effect on the business, financial condition, results of operations or cash flows or the market price of Comstock and Tonogold’s securities. All subsequent written and oral forward-looking statements by or attributable to Comstock, Tonogold or persons acting on their behalf are expressly qualified in their entirety by these factors. Neither Comstock nor Tonogold undertake any obligation to publicly update or revise any forward-looking statement.

Neither this press release nor any related calls or discussions constitutes an offer to sell or the solicitation of an offer to buy any other securities of Comstock or Tonogold.




Contact information:

Comstock Mining, Inc.
P.O. Box 1118
Virginia City, NV 89440
www.comstockmining.com


Corrado De Gasperis
Executive Chairman & CEO
Tel (775) 847-4755

degasperis@comstockmining.com

Zach Spencer
Director of External Relations
Tel (775) 847-5272 ext.151
questions@comstockmining.com