|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
NEVADA
(State or other jurisdiction of
incorporation or organization)
|
|
1040
(Primary Standard Industrial
Classification Code Number)
|
|
65-0955118
(I.R.S. Employer
Identification No.)
|
|
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
Non-accelerated filer
|
|
x
|
|
|
||||
|
|
|
|
|
|
Smaller reporting company
|
|
x
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
¨
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
REVENUES
|
|
|
|
|
|
|
|
||||||||
Revenue - mining
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Revenue - real estate
|
44,184
|
|
|
28,815
|
|
|
81,782
|
|
|
51,665
|
|
||||
Total revenues
|
44,184
|
|
|
28,815
|
|
|
81,782
|
|
|
51,665
|
|
||||
|
|
|
|
|
|
|
|
||||||||
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
||||||||
Costs applicable to mining revenue
|
505,393
|
|
|
728,559
|
|
|
1,010,785
|
|
|
1,457,463
|
|
||||
Real estate operating costs
|
12,288
|
|
|
9,880
|
|
|
22,711
|
|
|
16,971
|
|
||||
Exploration and mine development
|
241,538
|
|
|
248,648
|
|
|
466,379
|
|
|
458,186
|
|
||||
Mine claims and costs
|
136,901
|
|
|
91,025
|
|
|
287,855
|
|
|
271,256
|
|
||||
Environmental and reclamation
|
(362,826
|
)
|
|
62,186
|
|
|
(308,349
|
)
|
|
120,254
|
|
||||
General and administrative
|
964,268
|
|
|
827,542
|
|
|
1,624,634
|
|
|
1,554,163
|
|
||||
Total costs and expenses
|
1,497,562
|
|
|
1,967,840
|
|
|
3,104,015
|
|
|
3,878,293
|
|
||||
|
|
|
|
|
|
|
|
||||||||
LOSS FROM OPERATIONS
|
(1,453,378
|
)
|
|
(1,939,025
|
)
|
|
(3,022,233
|
)
|
|
(3,826,628
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(181,907
|
)
|
|
(330,887
|
)
|
|
(643,045
|
)
|
|
(714,227
|
)
|
||||
Other income (expense)
|
(442,459
|
)
|
|
(145,420
|
)
|
|
(247,531
|
)
|
|
(359,381
|
)
|
||||
Total other income (expense), net
|
(624,366
|
)
|
|
(476,307
|
)
|
|
(890,576
|
)
|
|
(1,073,608
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
LOSS BEFORE INCOME TAXES
|
(2,077,744
|
)
|
|
(2,415,332
|
)
|
|
(3,912,809
|
)
|
|
(4,900,236
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
INCOME TAXES
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
NET LOSS
|
$
|
(2,077,744
|
)
|
|
$
|
(2,415,332
|
)
|
|
$
|
(3,912,809
|
)
|
|
$
|
(4,900,236
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net loss per common share – basic and diluted
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.09
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding — basic and diluted
|
81,937,760
|
|
|
53,834,285
|
|
|
81,087,561
|
|
|
51,859,818
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated
Deficit
|
|
|
||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Amount
|
|
Amount
|
|
Total
|
||||||||||||
BALANCE - January 1, 2019
|
—
|
|
|
$
|
—
|
|
|
75,338,273
|
|
|
$
|
50,175
|
|
|
$
|
241,419,897
|
|
|
$
|
(232,085,170
|
)
|
|
$
|
9,384,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
5,452,000
|
|
|
3,631
|
|
|
809,930
|
|
|
—
|
|
|
813,561
|
|
|||||
Common stock issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85,093
|
)
|
|
—
|
|
|
(85,093
|
)
|
|||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
(1,835,065
|
)
|
|
(1,835,065
|
)
|
||||||||||
BALANCE - March 31, 2019
|
—
|
|
|
$
|
—
|
|
|
80,790,273
|
|
|
$
|
53,806
|
|
|
$
|
242,144,734
|
|
|
$
|
(233,920,235
|
)
|
|
$
|
8,278,305
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
3,643,949
|
|
|
2,427
|
|
|
673,041
|
|
|
—
|
|
|
675,468
|
|
|||||
Common stock issuance costs
|
—
|
|
|
—
|
|
|
1,065,778
|
|
|
710
|
|
|
(126,305
|
)
|
|
—
|
|
|
(125,595
|
)
|
|||||
Issuance of convertible preferred stock
|
1,274
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1,514,999
|
|
|
—
|
|
|
1,515,000
|
|
|||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
(2,077,744
|
)
|
|
(2,077,744
|
)
|
||||||||||
BALANCE - June 30, 2019
|
1,274
|
|
|
$
|
1
|
|
|
85,500,000
|
|
|
$
|
56,943
|
|
|
$
|
244,206,469
|
|
|
$
|
(235,997,979
|
)
|
|
$
|
8,265,434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated
Deficit
|
|
|
||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Amount
|
|
Amount
|
|
Total
|
||||||||||||
BALANCE - January 1, 2018
|
—
|
|
|
—
|
|
|
47,236,103
|
|
|
$
|
31,459
|
|
|
$
|
234,438,057
|
|
|
$
|
(222,604,417
|
)
|
|
$
|
11,865,099
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
4,064,310
|
|
|
2,707
|
|
|
1,182,745
|
|
|
—
|
|
|
1,185,452
|
|
|||||
Common stock issuance costs
|
—
|
|
|
—
|
|
|
615,605
|
|
|
410
|
|
|
(52,978
|
)
|
|
—
|
|
|
(52,568
|
)
|
|||||
Purchase of membership interests
|
—
|
|
|
—
|
|
|
1,475,410
|
|
|
983
|
|
|
(983
|
)
|
|
—
|
|
|
—
|
|
|||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
(2,484,903
|
)
|
|
(2,484,903
|
)
|
||||||||||
BALANCE - March 31, 2018
|
—
|
|
|
$
|
—
|
|
|
53,391,428
|
|
|
$
|
35,559
|
|
|
$
|
235,566,841
|
|
|
$
|
(225,089,320
|
)
|
|
$
|
10,513,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
2,365,000
|
|
|
1,575
|
|
|
608,833
|
|
|
—
|
|
|
610,408
|
|
|||||
Common stock issuance costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(275
|
)
|
|
—
|
|
|
(275
|
)
|
|||||
Issuance of share options with Tonogold at fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000,000
|
|
|
—
|
|
|
2,000,000
|
|
|||||
Net loss
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
(2,415,332
|
)
|
|
(2,415,332
|
)
|
||||||||
BALANCE - June 30, 2018
|
—
|
|
|
$
|
—
|
|
|
55,756,428
|
|
|
$
|
37,134
|
|
|
$
|
238,175,399
|
|
|
$
|
(227,504,652
|
)
|
|
$
|
10,707,881
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
OPERATING ACTIVITIES:
|
|
|
|
||||
Net loss
|
$
|
(3,912,809
|
)
|
|
$
|
(4,900,236
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation, amortization, and depletion
|
1,173,861
|
|
|
1,659,808
|
|
||
(Reduction) accretion of reclamation liability
|
(398,598
|
)
|
|
11,054
|
|
||
Gain on sale of properties, plant, and equipment
|
(3,125
|
)
|
|
(26,000
|
)
|
||
Amortization of debt discounts and issuance costs
|
130,373
|
|
|
192,600
|
|
||
Net loss on early retirement of long-term debt
|
176,639
|
|
|
164,751
|
|
||
Payment-in-kind interest expense
|
470,246
|
|
|
437,852
|
|
||
Change in make-whole liability with Pelen, LLC
|
(100,216
|
)
|
|
201,393
|
|
||
Preferred shares issuance expense
|
432,000
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Prepaid expenses and other assets
|
(77,699
|
)
|
|
(157,861
|
)
|
||
Accounts payable
|
197,131
|
|
|
182,458
|
|
||
Accrued expenses and other liabilities
|
263,483
|
|
|
50,504
|
|
||
NET CASH USED IN OPERATING ACTIVITIES
|
(1,648,714
|
)
|
|
(2,183,677
|
)
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Proceeds from principal payment on note receivable
|
217
|
|
|
239
|
|
||
Proceeds from sale of mineral rights and properties, plant, and equipment
|
3,125
|
|
|
26,000
|
|
||
Proceeds from deposits on Membership Interest Purchase Agreement
|
3,050,000
|
|
|
—
|
|
||
Purchase of mineral rights and properties, plant and equipment
|
(1,085,000
|
)
|
|
(255,631
|
)
|
||
Change in reclamation bond deposit
|
(46,667
|
)
|
|
—
|
|
||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
|
1,921,675
|
|
|
(229,392
|
)
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Principal payments on long-term debt
|
(1,903,334
|
)
|
|
(1,927,238
|
)
|
||
Proceeds from the issuance of share option with Tonogold
|
—
|
|
|
2,000,000
|
|
||
Proceeds from the issuance of common stock
|
1,489,029
|
|
|
1,795,860
|
|
||
Common stock issuance costs
|
(210,688
|
)
|
|
(52,842
|
)
|
||
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
|
(624,993
|
)
|
|
1,815,780
|
|
||
(DECREASE) IN CASH AND CASH EQUIVALENTS
|
(352,032
|
)
|
|
(597,289
|
)
|
||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
488,657
|
|
|
2,066,718
|
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
136,625
|
|
|
$
|
1,469,429
|
|
|
|
|
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
||||
Cash paid for interest
|
$
|
55,588
|
|
|
$
|
83,775
|
|
|
|
|
(Continued)
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
Supplemental disclosure of non-cash operating, investing and financing activities:
|
|
|
|
||||
Receipt of preferred shares of Tonogold
|
$
|
4,995,000
|
|
|
$
|
—
|
|
Advance payment on Membership Interest Purchase Agreement (Note 16)
|
$
|
4,995,000
|
|
|
$
|
—
|
|
Transfer of mineral rights and properties to assets held for sale
|
$
|
1,539,197
|
|
|
$
|
—
|
|
Issuance of preferred shares
|
$
|
1,083,000
|
|
|
$
|
—
|
|
Preferred share receivable
|
$
|
1,083,000
|
|
|
$
|
—
|
|
Common stock issuance costs
|
$
|
250,000
|
|
|
$
|
200,000
|
|
Issuance of common stock (in advance) to purchase membership interest
|
$
|
—
|
|
|
$
|
585,000
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Industrial Park (Land and water rights)
|
$
|
2,738,462
|
|
|
$
|
2,738,462
|
|
Daney Ranch (Land and buildings)
|
2,146,575
|
|
|
2,146,575
|
|
||
Lucerne Properties (Mineral rights and properties) (Note 16)
|
1,539,197
|
|
|
—
|
|
||
Gold Hill Hotel (Land and buildings)
|
478,366
|
|
|
478,366
|
|
||
Total assets held for sale
|
$
|
6,902,600
|
|
|
$
|
5,363,403
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Land and property deposits (Note 15)
|
$
|
2,700,000
|
|
|
$
|
1,800,000
|
|
Preferred shares issuance receivable (Note 11)
|
1,083,000
|
|
|
—
|
|
||
Surety bond and insurance
|
327,573
|
|
|
475,861
|
|
||
Reimbursements due from Tonogold
|
312,436
|
|
|
82,951
|
|
||
Other
|
238,510
|
|
|
353,390
|
|
||
Total prepaid expenses and other current assets
|
$
|
4,661,519
|
|
|
$
|
2,712,202
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Land and building
|
$
|
9,140,805
|
|
|
$
|
9,169,605
|
|
Vehicle and equipment
|
2,318,124
|
|
|
2,319,290
|
|
||
Processing and laboratory
|
21,113,178
|
|
|
21,129,248
|
|
||
Furniture and fixtures
|
549,860
|
|
|
648,309
|
|
||
Construction in progress
|
35,190
|
|
|
35,190
|
|
||
|
33,157,157
|
|
|
33,301,642
|
|
||
Less accumulated depreciation
|
(24,578,103
|
)
|
|
(23,559,522
|
)
|
||
Total properties, plant and equipment
|
$
|
8,579,054
|
|
|
$
|
9,742,120
|
|
|
Six Months Ended
|
|
Twelve Months
Ended
|
||||
|
June 30, 2019
|
|
December 31, 2018
|
||||
Retirement obligation asset — beginning of period
|
$
|
203,274
|
|
|
$
|
282,745
|
|
Additional obligations incurred
|
—
|
|
|
—
|
|
||
Amortization of retirement obligation asset
|
(33,879
|
)
|
|
(79,471
|
)
|
||
Retirement obligation asset — end of period
|
$
|
169,395
|
|
|
$
|
203,274
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Accrued Northern Comstock Joint Venture
|
$
|
407,083
|
|
|
$
|
180,833
|
|
Accrued interest expense
|
397,898
|
|
|
481,946
|
|
||
Accrued vendor liabilities
|
392,000
|
|
|
—
|
|
||
Accrued insurance liabilities
|
136,672
|
|
|
341,680
|
|
||
Accrued payroll costs
|
122,882
|
|
|
140,915
|
|
||
Accrued liability for purchase of DTSS (Note 15)
|
—
|
|
|
185,000
|
|
||
Accrued make-whole for Pelen LLC (Note 15)
|
34,946
|
|
|
135,162
|
|
||
Accrued Board of Directors fees
|
20,000
|
|
|
20,000
|
|
||
Accrued personal property tax
|
—
|
|
|
74,434
|
|
||
Other accrued expenses
|
125,407
|
|
|
114,763
|
|
||
Total accrued expenses and other liabilities
|
$
|
1,636,888
|
|
|
$
|
1,674,733
|
|
Note Description
|
June 30, 2019
|
|
December 31, 2018
|
||||
Senior Secured Debenture (GF Comstock 2) - 11% interest, due 2021.
|
$
|
7,592,356
|
|
|
$
|
8,872,663
|
|
Note Payable (Caterpillar Financial Services) - 5.75% interest.
|
803,064
|
|
|
955,845
|
|
||
Total debt
|
8,395,420
|
|
|
9,828,508
|
|
||
Less: long-term debt discounts and issuance costs
|
(353,782
|
)
|
|
(660,795
|
)
|
||
Total debt, net of discounts and issuance costs
|
8,041,638
|
|
|
9,167,713
|
|
||
Less: current maturities
|
(318,827
|
)
|
|
(309,843
|
)
|
||
Long-term debt, net of discounts and issuance costs
|
$
|
7,722,811
|
|
|
$
|
8,857,870
|
|
|
Six Months Ended
|
|
Twelve Months
Ended
|
||||
|
June 30, 2019
|
|
December 31, 2018
|
||||
Long-term reclamation liability — beginning of period
|
$
|
7,441,091
|
|
|
$
|
7,417,680
|
|
Additional obligations incurred
|
—
|
|
|
—
|
|
||
Reduction of obligation
|
(410,018
|
)
|
|
—
|
|
||
Accretion of reclamation liability
|
11,420
|
|
|
23,411
|
|
||
Long-term reclamation liability — end of period
|
$
|
7,042,493
|
|
|
$
|
7,441,091
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
4,500
|
|
|
Right-of-use assets obtained in exchange for operating lease obligations
|
$
|
1,916
|
|
Lease Assets and Liabilities
|
Classification
|
|
June 30, 2019
|
||
Operating lease right-of-use asset
|
Other assets
|
|
$
|
51,556
|
|
|
|
|
|
||
Operating lease liability - current
|
Accrued expenses and other liabilities
|
|
$
|
9,000
|
|
Operating lease liability - long-term
|
Other liabilities
|
|
42,876
|
|
|
Total operating lease liabilities
|
|
|
$
|
51,876
|
|
Remainder of 2019
|
|
$
|
4,500
|
|
2020
|
|
9,050
|
|
|
2021
|
|
9,350
|
|
|
2022
|
|
9,650
|
|
|
2023
|
|
9,950
|
|
|
Thereafter
|
|
52,300
|
|
|
Total operating lease payments
|
|
94,800
|
|
|
Less: Imputed interest
|
|
42,924
|
|
|
Present value of lease liabilities
|
|
$
|
51,876
|
|
|
Six Months Ended
|
|
Six Months Ended
|
||||
|
June 30, 2019
|
|
June 30, 2018
|
||||
Number of shares sold
|
9,095,949
|
|
|
6,429,310
|
|
||
|
|
|
|
||||
Gross proceeds
|
$
|
1,489,029
|
|
|
$
|
1,795,861
|
|
Fees
|
210,688
|
|
|
52,843
|
|
||
Net proceeds
|
$
|
1,278,341
|
|
|
$
|
1,743,018
|
|
|
|
|
|
||||
Average price per share
|
$
|
0.16
|
|
|
$
|
0.28
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(2,077,744
|
)
|
|
$
|
(2,415,332
|
)
|
|
(3,912,809
|
)
|
|
(4,900,236
|
)
|
||
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted weighted average shares outstanding
|
81,937,760
|
|
|
53,834,285
|
|
|
81,087,561
|
|
|
51,859,818
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss per common share:
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.09
|
)
|
|
|
|
Fair Value Measurements at
|
||||||||||||
|
|
|
June 30, 2019
|
||||||||||||
|
Total
|
|
Quoted
Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Convertible preferred shares of Tonogold (Note 16)
|
$
|
4,995,000
|
|
|
—
|
|
|
—
|
|
|
4,995,000
|
|
|||
Total Assets
|
$
|
4,995,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,995,000
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accrued make-whole for Pelen LLC (Note 15)
|
$
|
34,946
|
|
|
$
|
—
|
|
|
$
|
34,946
|
|
|
$
|
—
|
|
Total Liabilities
|
$
|
34,946
|
|
|
$
|
—
|
|
|
$
|
34,946
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at
|
||||||||||||
|
|
|
December 31, 2018
|
||||||||||||
|
Total
|
|
Quoted
Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accrued make-whole for Pelen LLC (Note 15)
|
$
|
135,162
|
|
|
$
|
—
|
|
|
$
|
135,162
|
|
|
$
|
—
|
|
Total Liabilities
|
$
|
135,162
|
|
|
$
|
—
|
|
|
$
|
135,162
|
|
|
$
|
—
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
Mining
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Real estate
|
44,184
|
|
|
28,815
|
|
|
81,782
|
|
|
51,665
|
|
||||
Total revenue
|
44,184
|
|
|
28,815
|
|
|
81,782
|
|
|
51,665
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Costs and Expenses
|
|
|
|
|
|
|
|
||||||||
Mining
|
(1,485,274
|
)
|
|
(1,957,960
|
)
|
|
(3,081,304
|
)
|
|
(3,861,322
|
)
|
||||
Real estate
|
(12,288
|
)
|
|
(9,880
|
)
|
|
(22,711
|
)
|
|
(16,971
|
)
|
||||
Total costs and expenses
|
(1,497,562
|
)
|
|
(1,967,840
|
)
|
|
(3,104,015
|
)
|
|
(3,878,293
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Income (Loss)
|
|
|
|
|
|
|
|
||||||||
Mining
|
(1,485,274
|
)
|
|
(1,957,960
|
)
|
|
(3,081,304
|
)
|
|
(3,861,322
|
)
|
||||
Real estate
|
31,896
|
|
|
18,935
|
|
|
59,071
|
|
|
34,694
|
|
||||
Total loss from operations
|
(1,453,378
|
)
|
|
(1,939,025
|
)
|
|
(3,022,233
|
)
|
|
(3,826,628
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense), net
|
(624,366
|
)
|
|
(476,307
|
)
|
|
(890,576
|
)
|
|
(1,073,608
|
)
|
||||
Net loss
|
$
|
(2,077,744
|
)
|
|
$
|
(2,415,332
|
)
|
|
$
|
(3,912,809
|
)
|
|
$
|
(4,900,236
|
)
|
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures
|
|
|
|
|
|
|
|
||||||||
Mining
|
$
|
—
|
|
|
$
|
255,631
|
|
|
$
|
—
|
|
|
$
|
225,631
|
|
Real estate
|
720,000
|
|
|
—
|
|
|
1,085,000
|
|
|
—
|
|
||||
Total capital expenditures
|
$
|
720,000
|
|
|
$
|
255,631
|
|
|
$
|
1,085,000
|
|
|
$
|
225,631
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation, Amortization, and Depletion
|
|
|
|
|
|
|
|
||||||||
Mining
|
$
|
584,475
|
|
|
$
|
830,416
|
|
|
$
|
1,168,931
|
|
|
$
|
1,654,878
|
|
Real estate
|
2,465
|
|
|
2,465
|
|
|
4,930
|
|
|
4,930
|
|
||||
Total depreciation, amortization, and depletion
|
$
|
586,940
|
|
|
$
|
832,881
|
|
|
$
|
1,173,861
|
|
|
$
|
1,659,808
|
|
|
As of June 30,
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
||||
Mining
|
$
|
26,379,017
|
|
|
$
|
21,166,231
|
|
Real estate
|
7,808,965
|
|
|
7,445,494
|
|
||
Total assets
|
$
|
34,187,982
|
|
|
$
|
28,611,725
|
|
•
|
Increased the Dayton project property position, both mining claims and private land, including more than 350 acres of contiguous private lands suitable for a dedicated mineral processing site;
|
•
|
Achieved a landmark, Lyon County Master Plan and zoning change that broadened the potential land uses and restored mining as an appropriate use for the historic mining patents;
|
•
|
Submitted our project estimates for due diligence reviews by SRK Consulting in both Reno and Denver offices;
|
•
|
Restored several historic Dayton mine portals for safe exploration of the accessible mine workings;
|
•
|
Completed underground geologic mapping of the accessible mine workings and completed underground sampling;
|
•
|
Completed significant assaying and other analysis for furthering the geologic interpretation;
|
•
|
Identified new, broader mineralized zones and structures;
|
•
|
Drilled 408 shallow holes totaling 30,819 feet, identifying new mineralized structures covered by shallow alluvium;
|
•
|
Improved, meaningfully, the geologic mapping of the area;
|
•
|
Expanded trials by Cycladex, a strategic investee, testing their patented, cycladextrin lixiviant, a potential alternative to cyanide heap leaching for our Dayton materials; and
|
•
|
Commenced trials with Itronics, Inc., using their KAM-Thio metallurgical recovery processes, another potential alternative to cyanide heap leaching for our Dayton materials.
|
|
|
Six Months Ended June 30,
|
||||
|
|
2019
|
|
2018
|
||
Shares outstanding as of beginning of period
|
|
75,338,273
|
|
|
47,236,103
|
|
Shares issued for:
|
|
|
|
|
||
Equity issue agreements
|
|
9,095,949
|
|
|
6,429,310
|
|
Purchase of Pelen, LLC membership interest
|
|
—
|
|
|
1,475,410
|
|
Payment for equity issue costs
|
|
1,065,778
|
|
|
615,605
|
|
Shares outstanding as of end of period
|
|
85,500,000
|
|
|
55,756,428
|
|
|
June 30, 2019
|
|
June 30, 2018
|
|
Change
|
||||||
Revenue - mining
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Revenue - real estate
|
44,184
|
|
|
28,815
|
|
|
15,369
|
|
|||
|
|
|
|
|
|
|
|||||
Costs applicable to mining revenue
|
505,393
|
|
|
728,559
|
|
|
(223,166
|
)
|
|||
Real estate operating costs
|
12,288
|
|
|
9,880
|
|
|
2,408
|
|
|||
Exploration and mine development
|
241,538
|
|
|
248,648
|
|
|
(7,110
|
)
|
|||
Mine claims and costs
|
136,901
|
|
|
91,025
|
|
|
45,876
|
|
|||
Environmental and reclamation
|
(362,826
|
)
|
|
62,186
|
|
|
(425,012
|
)
|
|||
General and administrative
|
964,268
|
|
|
827,542
|
|
|
136,726
|
|
|||
Total costs and expenses
|
1,497,562
|
|
|
1,967,840
|
|
|
(470,278
|
)
|
|||
|
|
|
|
|
|
||||||
Loss from operations
|
(1,453,378
|
)
|
|
(1,939,025
|
)
|
|
485,647
|
|
|||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
||||||
Interest expense
|
(181,907
|
)
|
|
(330,887
|
)
|
|
148,980
|
|
|||
Other income (expense)
|
(442,459
|
)
|
|
(145,420
|
)
|
|
(297,039
|
)
|
|||
|
|
|
|
|
|
||||||
NET LOSS
|
$
|
(2,077,744
|
)
|
|
$
|
(2,415,332
|
)
|
|
$
|
337,588
|
|
|
June 30, 2019
|
|
June 30, 2018
|
|
Change
|
||||||
Revenue - mining
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Revenue - real estate
|
81,782
|
|
|
51,665
|
|
|
30,117
|
|
|||
|
|
|
|
|
|
||||||
Costs applicable to mining revenue
|
1,010,785
|
|
|
1,457,463
|
|
|
(446,678
|
)
|
|||
Real estate operating costs
|
22,711
|
|
|
16,971
|
|
|
5,740
|
|
|||
Exploration and mine development
|
466,379
|
|
|
458,186
|
|
|
8,193
|
|
|||
Mine claims and costs
|
287,855
|
|
|
271,256
|
|
|
16,599
|
|
|||
Environmental and reclamation
|
(308,349
|
)
|
|
120,254
|
|
|
(428,603
|
)
|
|||
General and administrative
|
1,624,634
|
|
|
1,554,163
|
|
|
70,471
|
|
|||
Total costs and expenses
|
3,104,015
|
|
|
3,878,293
|
|
|
(774,278
|
)
|
|||
|
|
|
|
|
|
||||||
Loss from operations
|
(3,022,233
|
)
|
|
(3,826,628
|
)
|
|
804,395
|
|
|||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
||||||
Interest expense
|
(643,045
|
)
|
|
(714,227
|
)
|
|
71,182
|
|
|||
Other income (expense)
|
(247,531
|
)
|
|
(359,381
|
)
|
|
111,850
|
|
|||
|
|
|
|
|
|
||||||
NET LOSS
|
$
|
(3,912,809
|
)
|
|
$
|
(4,900,236
|
)
|
|
$
|
987,427
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
31*
|
|
|
|
|
|
32*
|
|
|
|
|
|
95*
|
|
|
|
|
|
101*
|
|
Interactive Data File (Quarterly Report on Form 10-Q, for the periods ended June 30, 2019, furnished in XBRL (extensible Business Reporting Language)).
|
|
|
|
|
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL: (i) the Condensed Consolidated Balance Sheets at June 30, 2019 and December 31, 2018, (ii) the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018, (iii) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018 and (iv) the Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
|
|
COMSTOCK MINING, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
|
August 14, 2019
|
By:
|
/s/ Corrado De Gasperis
|
|
|
|
Name: Corrado De Gasperis
|
|
|
|
Title: President, Chief Executive Officer and Executive Chairman (Principal Executive Officer and Principal Financial Officer)
|
|
|
|
|
/s/ Corrado De Gasperis
|
|
Corrado De Gasperis
|
|
President, Chief Executive Officer and Executive Chairman (Principal Executive Officer and Principal Financial Officer)
|
/s/ Corrado De Gasperis
|
|
Corrado De Gasperis
|
|
President, Chief Executive Officer and Executive Chairman (Principal Executive Officer and Principal Financial Officer)
|
Mining
Operating
Name
MSHA
Identification
Number
|
|
Section
104S&S
Citations
|
|
Section
104(b)
Orders
|
|
Section
104(d)
Citations
and
Orders
|
|
Section
110(b)(2)
Violations
|
|
Section
107(a)
Orders
|
|
Total Dollar
Value of
MSHA
Assessments
Proposed
|
|
Total
Number
Of Mining
Related
Fatalities
|
|
Received
Notice of
Pattern of
Violations
Under
104(3)
|
|
Received
Notice of
Potential
to Have
Pattern of
Violations
Under
Sections
104(3)
|
|
Legal
Actions
Pending
as of
Last
Day of
Period
|
|
Legal
Actions
Initiated
During
Period
|
|
Legal
Actions
Resolved
During
Period
|
||||||||||
26-01871
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
26-02771
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|