FOURTH PURCHASE AGREEMENT AMENDMENT
This Fourth Purchase Agreement Amendment (this “
Amendment
”) dated as of August 15, 2019, is entered into by and between Tonogold Resources, Inc., a Delaware corporation (“
Buyer
”), and Comstock Mining Inc., a Nevada corporation (“
Seller
”).
WHEREAS, Seller and Buyer entered into that certain Option Agreement, dated October 3, 2017 (the “
Option Agreement
”);
WHEREAS, Seller and Buyer 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, as amended by the Second Purchase Agreement Amendment dated May 22, 2019, as amended by the Third Purchase Agreement Amendment dated June 21, 2019 (the
“Purchase Agreement”)
; 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 to Section 1.1.
Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
“1.1 Purchase and Sale of Membership Interests. Subject to the terms and conditions set forth in this Agreement, Buyer shall purchase from Seller, and Seller shall sell to Buyer, 100% of the membership interests of the Company (the “Membership Interests”), all of which are owned by Seller free and clear of any Liens, and restrictions on transfer, options, rights, calls, commitments, proxies or other contract or other rights (except with respect to restrictions on transfer imposed by federal and state securities laws and encumbrances securing the Debenture (as defined below). As used herein, “Lien” means any lien, security interest, charges, encumbrance, mortgage, pledge, security agreement, consignment or bailment for security purposes, reservation or exception, encroachment, purchase right, right of first refusal, adverse claim of any other person or entity or other encumbrance of any nature whatsoever.”
2.
Amendment to Section 1.2
. Section 1.2 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
“(a) In consideration of the sale of the Membership Interests and the agreements of Seller herein, Buyer shall pay Seller a total purchase price of $15,000,000 (the “Purchase Price”) of which:
(i) Buyer has made non-refundable cash deposits of $3,350,000 toward the Purchase Price prior to July 9, 2019, and Buyer has made a non-refundable
deposit of $3,500,000 in the form of Series D Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock (“CP Shares”) of Buyer that was delivered to Seller on or about June 5, 2019; and
(ii) in consideration for Seller’s agreement to change the Termination Date to August 30, 2019, Buyer will make an additional non-refundable deposit of $875,000 no later than August 16, 2019, it being agreed and understood that Buyer shall wire funds received by Buyer from any source to Seller within 24 hours of receipt, and Buyer shall make a payment to Seller of $580,000 paid in the form of CP Shares due by August 30, 2019, which shall not apply to the Purchase Price; and
(iii) Buyer will make a payment of $3,317,500 on or before the Closing Date; and
(iv) the remainder of the Purchase Price, $3,957,500, will be deferred (the “Loan”) with terms and minimum payments as indicated below.
(v) In addition to the amounts indicated above, Buyer will make a cash reimbursement of approximately $125,000 for previously invoiced reimbursable expenses no later than August 16, 2019, it being agreed and understood that Buyer shall wire funds received by Buyer from any source to Seller within 24 hours of receipt, and Buyer shall make a cash reimbursement payment of $482,500 to Seller for payments required for Northern Comstock LLC by the Closing Date, and Buyer shall upon receipt of each monthly invoice from Seller be obligated to reimburse Seller for all reimbursement obligations surviving the termination of the Option Agreement, plus all interest payable by Seller under the Debenture from May 31, 2019 and thereafter, plus all amounts payable by Seller to Northern Comstock LLC (excluding, for purposes of clarity, the $482,500 referenced above that must be paid by the Closing Date), plus amounts payable by Buyer under the Transaction Documents (which is defined hereunder to include the Agreement, the Deed of Trust, the NSR Royalty Agreement, the Lease Option Agreement, the Mineral Exploration and Mining Lease, and the Termination Agreement). All cash received by Seller from Buyer shall be applied first toward the reimbursement of outstanding invoices prior to any application toward the minimum payments on the Loan.
(b) The Membership Interests will be delivered to Buyer proportionately to the cash consideration.
(i) At Closing, Seller will deliver a 50.28% Membership Interest to Buyer, reflecting $7,542,500 total cash consideration through Closing; and
(ii) additional Membership Interest percentages will be proportionately delivered to Buyer for each cash payment made on the Loan, as shown in the schedule below or prepaid as permitted hereunder; and
(iii) the final 23.33% of the Membership Interests will be delivered at the earlier to occur of (A) the Loan has been paid in full and subject to Buyer’s compliance with all other obligations under this Agreement and (B) time that Seller is able to sell such CP Shares for cash without restriction (whether under Rule 144 under the Securities Act or otherwise) and subject to Buyer’s compliance with all other obligations under this Agreement.
(iv) For the period until the Loan is paid in full, the Company’s Operating Agreement will be amended to reflect that while Buyer’s membership interest is less than 100%, their share of costs will be 100% from the Closing Date.
(c) Terms of the Loan are as follows:
(i) The maturity date for the Loan is May 15, 2020. Buyer shall make the following minimum cash payments toward the Loan principal on the dates indicated below and for the amounts indicated below:
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Actual Payment Date or Payment Due Date
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Minimum Payment Due
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Buyer’s Cumulative Ownership Percentage
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November 15, 2019
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$500,000
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53.62
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%
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December 13, 2019
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$500,000
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56.95
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%
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January 17, 2020
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$500,000
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60.28
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%
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February 14, 2020
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$500,000
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63.62
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%
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March 13, 2020
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$550,000
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67.28
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%
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April 17, 2020
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$657,500
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71.67
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%
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May 15, 2020
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$750,000
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76.67
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%
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June 5, 2020
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Expected date that $3,500,000 of CP Shares can be sold for cash
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100.00
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%
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(ii) All unpaid payments under the Loan or amounts reimbursable under clause (a)(v) above shall be secured by a security interest in the Membership Interests owned by Buyer and all assets owned by the Company (including any and all rights under contracts such as the operating agreement for Northern Comstock LLC, the Lease Option Agreement, and the Mineral Exploration and Mining Lease Agreement), in accordance with the Deed of Trust attached hereto as
Exhibit C (the “Deed of Trust”). Once the Debenture has been repaid, Seller shall have the right to record the Deed of Trust as a first priority security interest.
(iii) As long as the Loan is outstanding, Buyer shall not, create, incur, assume or permit to exist any Indebtedness (as defined below) other than convertible notes issued by Buyer prior to the Closing Date with aggregate principal amount of $14 million or less. “Indebtedness” means, without duplication, (a) all obligations for borrowed money or with respect to deposits or advances of any kind, (b) all obligations evidenced by bonds, debentures, notes or similar instruments, (c) all obligations upon which interest charges are customarily paid, (d) all obligations under conditional sale or other title retention agreements relating to property acquired, (e) all obligations in respect of the deferred purchase price of property or services (excluding current accounts payable and accrued expenses incurred in the ordinary course of business), (f) all obligations secured by any Lien on property owned or after acquired, (g) all guarantees of obligations of others, (h) all capital lease obligations, (i) all obligations, contingent or otherwise, as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, in respect of bankers’ acceptances, (k) all obligations under any swap agreement or under any similar type of agreement, (l) all obligations under sale and leaseback transactions. Notwithstanding the preceding, Buyer shall be permitted to incur Indebtedness described in clauses (c) through (l) above not to exceed $1,000,000 in the aggregate (such Indebtedness, “Permitted Debt”).
(iv) The following events or circumstances shall be events of default under the Loan: (a) the Buyer shall fail to pay any principal under the Loan when due and payable thereunder; or (b) the Buyer shall fail to pay any interest or any other amount under the Loan when due and payable thereunder; or (c) a receiver, trustee or other similar official shall be appointed over the Buyer or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; or (d) the Buyer shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (e) the Buyer shall make a general assignment for the benefit of creditors; or (f) the Buyer shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (g) an involuntary proceeding shall be commenced or filed against the Buyer; or (h) the Buyer shall fail to convert CP Shares within 30 days of Seller requesting for a conversion thereof; or (i) the Buyer shall breach or fail to comply with its other obligations, commitments, covenants, representations or warranties for more than 20 days under the Loan, reimbursement obligations surviving the termination of the Option Agreement, obligations to reimburse any interest payable under Seller’s debenture, obligations to reimburse amounts payable by Seller to Northern Comstock LLC or the Transaction Documents. If an event of default occurs
under the Loan and Buyer fails to remedy such violation within thirty (30) days following notice from Seller, then Seller shall have and be entitled to exercise, in its sole discretion, any of the remedies available to a secured lender under Nevada law and any of the remedies set forth below. In case of any such event of default, the Loan shall thereafter bear interest at a rate of twelve percent (12%) per annum, compounding on a monthly basis until paid in full. The Seller may foreclose and sell any or all of the Membership Interests theretofore owned by Buyer and any or all assets owned by the Company in order to pay off the Loan. In addition, the Seller shall have a right to terminate any of the Transaction Documents.
(v) Buyer shall be permitted to prepay all or any part of the balance outstanding under the Loan at any time without penalty or premium. Buyer and Seller hereby agree that Buyer shall pay the cash required to make payments hereunder from the proceeds of equity raises, royalty sales and/or other third party funding agreements, whether in one transaction or a series of transactions (collectively, a “Capital Raise”). Buyer covenants and agrees that if Buyer receives any proceeds from any Capital Raise in excess of $6.5 million, then Buyer shall cause 50% of such proceeds to be immediately paid to Seller and used to prepay the Loan. Except for Permitted Debt, Buyer covenants and agrees that Buyer shall not use the proceeds of any Capital Raise for any other purpose other than making payments to Seller, permitting, exploration drilling, a preliminary economic assessment and costs directly attributable to such Capital Raise. Buyer covenants and agrees that Buyer shall not commence production until the Loan is repaid in full.
(vi) As long as the Loan is outstanding, Buyer and Seller covenant and agree to keep the Lucerne Properties at all times free and clear of all Liens, except for Liens securing the Debenture or otherwise described in the Schedules to this Agreement. Seller covenants and agrees to use Loan payments received to pay off amounts under the Debenture, per the terms of the Debenture, until the Debenture is repaid in full.
(d) In addition, on the Closing Date, if permitted, Seller will assign all of its interest (the ”Northern Comstock Interest“) in Northern Comstock LLC, a Nevada limited liability company (“Northern Comstock“) to the Company. If such assignment is not approved by the members and manager of Northern Comstock on or prior to Closing, then Buyer hereby agrees to forever assume and unconditionally guarantee the full and punctual payment, fulfilment and performance of all obligations and benefits of Seller under the current Northern Comstock LLC Operating Agreement (the “Existing NC Operating Agreement”). The guarantee in the preceding sentence (the “Guarantee”) shall be an absolute and continuing guarantee of performance and payment and shall not in any way be conditional or contingent upon any demand of Northern Comstock or its members to collect or require anything from Seller or any stated obligations of Seller under the Existing NC Operating Agreement (including, without limitation, section 13.5 of such agreement) or upon any other action, occurrence or circumstance whatsoever. Without limiting
the generality of the foregoing, the Guarantee shall not be released, discharged or otherwise affected by:
(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any party under the Existing NC Operating Agreement, by operation of law or otherwise;
(ii) any modification or amendment of or supplement to the Existing NC Operating Agreement;
(iii) any change in the organizational existence, structure or ownership of Buyer or the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Buyer, the Company or their respective assets or any resulting release or discharge of any obligation of Buyer or the Company;
(iv) the existence of any claim, set-off or other rights which Buyer or Company may have at any time against Seller or Northern Comstock or its members or its manager;
(v) any invalidity or unenforceability relating to or against Buyer for any reason of this Agreement, the Existing NC Operating Agreement or any provision of applicable law or regulation purporting to prohibit the payment by Buyer of any amounts payable pursuant to the Guarantee; or
(vi) any other act or omission to act or delay of any kind by Buyer, the Company, Seller, Northern Comstock or any other person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to Buyer’s obligations pursuant to the Guarantee.
For so long as Buyer fulfills its obligations with respect to the Guarantee, Seller hereby agrees to (i) hold legal ownership of the Northern Comstock Interest, (ii) convey all economic or other benefits associated with the Northern Comstock Interest to Buyer (or Company, at Buyer's election) and (iii) exercise its rights with respect to the Northern Comstock Interest under Existing NC Operating Agreement at Buyer's direction.
(e) The Company owns (or will following the Closing will own) fee property, patented mining claims, and unpatented mining claims, and through the Seller’s membership in Northern Comstock LLC, has indirect ownership of additional fee property, patented mining claims, unpatented mining claims, and leasehold interests, collectively known as the Lucerne project, as detailed in Exhibit A (the “Lucerne Properties”). Effective as of the Closing Date, each of the Parties hereby agree that the Company will pay Seller a 1.5% NSR royalty on all minerals produced from the Lucerne Properties, as detailed in Exhibit B (the “NSR Royalty Agreement”).
(f) Effective as of the Closing Date, the Company will assume all current reclamation liability on the Lucerne Properties and all future liability from the Company’s operations on the Lucerne
Properties. The Company will assume all costs of maintaining the Federal, State, and County permits and reclamation bonds on the Lucerne Properties.
3.
Amendment to Section 1.4
. Section 1.4 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
“1.4 Closing. The closing of the purchase and sale of the Membership Interests (the “Closing”) will take place at a mutually acceptable time and place selected by the Parties. The date and time of the Closing are herein referred to as the “Closing Date”. At the Closing, Buyer and Seller shall deliver, or cause to be delivered, the following deliverables:
(a) Buyer shall have delivered the Closing Cash Consideration remaining to be paid after reduction by the amount of previously delivered non-refundable deposits into a bank account designated by Seller by wire transfer of immediately available funds, which shall not delivered to Seller until all other closing conditions have been met by the Parties; and
(b) Buyer shall execute and deliver to Seller each of:
(i) the Deed of Trust;
(ii) the NSR Royalty Agreement;
(iii) the Operating Agreement for the Company in the form attached hereto as Exhibit I (the “Operating Agreement”);
(iv) if consent for the assignment of the Northern Comstock Interest is received from the members and manager of Northern Comstock;
(1) an assignment of the Northern Comstock Interest (the “Assignment of Interest”); and
(2) an amended and restated operating agreement of Northern Comstock with the Company replacing Seller as a party to such operating agreement and assuming all of Seller’s former obligations thereunder (the “A&R Northern Comstock Agreement”);
(v) the Lease Option Agreement;
(vi) the Mineral Exploration and Mining Lease;
(vii) a certification naming Buyer’s representatives who authorize and consent to the Company’s entry into the agreements effective as of the Closing Date;
together, with this Agreement, the Deed of Trust, the NSR Royalty Agreement, the Lease Option Agreement, the Mineral Exploration and Mining Lease, and the Operating Agreement (the “Transaction Documents”), in each case duly executed by Buyer and/or the Company, as the case may be.
(c) If at the time of Closing, the A&R Northern Comstock Agreement cannot be assigned, Seller shall retain its membership interest, and have an obligation to Buyer to maintain all rights and agreements thereunder, for so long as Buyer fulfills its obligations with respect to the Guarantee, including, without limitation, Buyer’s obligation to reimburse Seller for any and all costs associated with the retention of membership and maintenance of any obligations of Seller under the Existing NC Operating Agreement, which costs of reimbursement are estimated on the attached Exhibit G, Table G.2.
(d) At the Closing, Seller shall deliver to Buyer, or cause to be delivered:
(i) each of the Transaction Documents (other than the Deed of Trust), duly executed by Seller;
(ii) evidence that, substantially concurrent with Seller’s receipt of the Closing Cash Consideration, Seller will make a payment on its 11% Senior Secured Debenture due 2021, issued to GF Comstock 2, LP, as amended, restated or otherwise modified from time to time (the “Debenture”);
(iii) evidence satisfactory to Buyer that the Seller has transferred any and all assets it currently owns that are listed on Exhibit A to the Company; and
(iv) evidence satisfactory to Buyer that the Company has transferred any and all assets it currently owns not listed on Exhibit A to Seller (and Seller and Company shall represent and warranted that at the Closing, the Company will own only the assets listed in Exhibit A).
(e) Effective as of the Closing Date, Buyer shall become the sole lawful owner of the Membership Interests proportionately delivered per section 1.2(b).”
4.
Amendment to Section 4.9(a)(ii)
. Section 4.9(a)(ii) of the Purchase Agreement is hereby amended and restated in its entirety as follows:
“(ii) at any time after August 30, 2019 (the “Termination Date”) and prior to the Closing, by Buyer, if (A) the Closing shall not have been consummated on or before the Termination Date and (B) the failure to consummate the Closing on or before the Termination Date did not result from the failure by Buyer to perform or comply with any covenant or agreement contained in this Agreement required to be performed or complied with prior to the Closing by Buyer, provided that Buyer may extend the Termination Date to September, 30, 2019 if Buyer delivers $250,000 of CP Shares to Seller on or prior to August 30, 2019;”
5.
Supersedence of Amendments Related to Deposits
. All provisions related to purchase price deposits set forth in each amendment to the Purchase Agreement are hereby superseded by the provisions of Section 1.2(a) of the Purchase Agreement, as amended hereby.
6.
Expense Reimbursement Obligations
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a.
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Buyer hereby agrees to pay in full all existing unpaid invoices under the Option Agreement and the Purchase Agreement issued on or prior to July 3, 2019, it being agreed and understood that Buyer shall wire funds received by Buyer from any source to Seller within 24 hours of receipt
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b.
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Buyer acknowledges and agrees that Buyer is obligated to reimburse Seller for “Net Lease Maintenance Costs” (as defined in the Lease Option Agreement), as and when indicated in the Lease Option Agreement.
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c.
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Buyer hereby agrees to execute and deliver the Mineral Exploration and Mining Lease Agreement on the date hereof. Buyer acknowledges and agrees that Buyer shall pay Seller a quarterly lease fee of $10,000 in advance (escalating 10% each year) under the Mineral Exploration and Mining Lease Agreement and Buyer shall assume all costs associated with the leased property estimated in Exhibit E3 of the Mineral Exploration and Mining Lease Agreement. The costs, including property taxes, annual claim fees, environmental compliance, third party lease payments and advance royalties shall be paid by Seller and timely reimbursed by Buyer. Buyer shall be directly responsible for any drilling or spending commitments for the third party leases pursuant to the Mineral Exploration and Mining Lease Agreement.
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d.
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Buyer hereby agrees to pay all incremental additional cost of interest being incurred by Seller as a result of delaying the closing from May 31, 2019, until Seller’s debenture is paid in full or the Loan is paid in full, (which for the sake of clarity is equal to the number of days of interest divided by 360 * 11% multiplied by the then principal amount).
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7.
Remedies Upon Default of this Amendment
. If Buyer fails to comply with its obligations under this Amendment or fails to make any payment required to be made under this Amendment and fails to remedy such violation within thirty (30) days following notice from Seller, then such failure shall constitute a default by Buyer under this Amendment and, if and so long as such default shall continue uncured or unremedied, Seller shall have and be entitled to exercise, in its sole discretion, exercise any of the remedies available to a secured lender under Nevada law and any of the remedies set forth below. In case of any such default, the Seller shall have the right to treat such amounts as debt pursuant to promissory note (the “Deemed Promissory Note”) with a principal amount equal to the sum of the amounts unpaid, bearing interest rate of twelve percent (12%) per annum, compounding on a monthly basis until paid in full. The Deemed Promissory Note shall be secured by a deed of trust and/or other security interest in the Lucerne Properties, the Membership Interests and all rights of the Company. In addition, the Seller shall have a right to terminate any of the Transaction Documents.
8.
Termination of Option Agreement
. Subject to Buyer complying with all other provisions hereunder, the Option Agreement and all obligations of Seller and Buyer under the Option Agreement are hereby terminated, canceled, null and void, as of the date hereof. Commencing on the date hereof, Buyer shall reimburse Seller for expenses or costs invoiced by Seller to Buyer for any and all support, services, goods and investment made on behalf or in furtherance of Buyer’s operations and other activities associated with exploring, assessing, engineering or developing the Lucerne Properties (estimated on Exhibit G of the Purchase Agreement), including reimbursement of costs for the Northern Comstock Operating Agreement.
9.
Exhibit Amendments
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a.
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Table A.1 of Exhibit A of the Purchase Agreement is hereby amended to eliminate property 800-001-13, the portion of the St. Louis patent that extends into Lyon County. The description of property 800-001-09 shall be hereafter clarified to be only
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the portion of the Green patent in Storey County. The portion of the Green patent extending into Lyon County is not included.
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b.
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In addition, subject to an affiliate of Seller (e.g., Comstock Northern Exploration LLC) assuming the leases described in the contents of Exhibit A.5: Fee and Patented Properties Controlled by Northern Comstock LLC through Sutro Lease, such leases shall be added to the properties subject to the Mineral Exploration and Mining Lease.
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10.
Amendment to Certificate of Designations for CP Shares
. Seller authorizes and consents and agrees, and Buyer agrees to cause Section 11(a) and Section 11(b) of the Certificate of Designations for the CP Shares to be amended and restated (and filed with the Secretary of State of Delaware) as follows:
“(a) [Intentionally omitted]
(b) Conversion Upon Time Lapsed Post-Closing. Shares of the Series D Preferred Stock shall, automatically and without the act of such Holder, be converted into Common Stock on May 22, 2020, with the number of shares of Common Stock (rounded up to the extent fractional shares of Common Stock would result) equal to the Conversion Rate in effect at the time of conversion.”
11.
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. Except as otherwise provided herein, Buyer and Seller 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.
12.
Further Assurances
. Each of Buyer and Seller 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.
13.
Due Execution
. The execution, delivery and performance by Buyer and Seller of this Amendment has been duly authorized by all necessary action on the part of Buyer and Seller. This Amendment has been duly executed and delivered by Buyer and Seller.
14.
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.
15.
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 15 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.
16.
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.
17.
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.
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TONOGOLD RESOURCES, INC.
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By:
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/s/ Mark Ashley
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Name:
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Mark Ashley
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Title:
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Chief Executive Officer
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Address: 5666 La Jolla Boulevard, #315, La Jolla, CA 92037
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COMSTOCK MINING INC.
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By:
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/s/ Corrado DeGasperis
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Name:
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Corrado DeGasperis
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Title:
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Executive Chairman, President and CEO
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Address: 1200 American Flat Road, Virginia City, NV 89440
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COMSTOCK MINING LLC, by its manager Comstock Mining Inc.
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By:
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/s/ Corrado DeGasperis
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Name:
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Corrado DeGasperis
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Title:
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Executive Chairman, President and CEO
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Address: 1200 American Flat Road, Virginia City, NV 89440
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Comstock Mining Advances Lucerne Sale Towards Near-Term Closing;
Total Non-Refundable Deposits Exceed $7.7 Million
Virginia City, NV (August 14, 2019) Comstock Mining Inc. (“Comstock” or “the Company”) (NYSE American: LODE) announced today that Tonogold Resources, Inc. (“Tonogold”) has elected to extend the closing date on the sale of the Lucerne properties until August 30, 2019, by remitting a non-refundable cash deposit of $875,000. Under the January 2019 agreement, Comstock is selling the membership interest in Comstock Mining LLC to Tonogold for $15 million, plus the assumption of certain liabilities and a retained 1.5% NSR royalty on Lucerne. The extension brings total cash deposits through August to $4.225 million, all toward the agreed purchase price. The Company has also received $3.5 million in convertible preferred stock (“CPS”), for total pre-close payments of $7.725 million, all applicable to the purchase price, plus fees totaling an additional $1 million in stock.
The Company and Tonogold have also amended the purchase agreement, effective August 15, 2019, allowing Tonogold to close by August 30, 2019, with a majority membership interest of at least 50.3% in Comstock Mining LLC, and an additional cash payment at closing of at least $3.315 million, bringing the total cash payments for closing to $7.54 million. The remaining $4.0 million will be held as a secured obligation with scheduled monthly payments of not less than $500 thousand each, between November 2019, and May 2020. Once the final payment is made, Tonogold will then own 100% of the membership interests Comstock Mining LLC, owner of Lucerne. The prior “earn-in” option agreement between Comstock and Tonogold, signed in October 2017, is terminated as a result of this amendment and the prior payments of $2.2 million becomes income in August 2019.
The amendment also results in a fee of $580 thousand in Tonogold Convertible Preferred Stock (CPS), due by August 30, 2019, in addition to the $420 thousand fee in CPS previously paid on May 31, 2019, neither applying to the purchase price. All $4.5 million of the CPS is convertible on May 22, 2020, at a conversion price representing the lowest of (1) the 20-day volume weighted closing price of Tonogold shares prior to conversion, (2) Tonogold’s most recent private placement or (3) Tonogold’s public offering price. The amendment gives Tonogold an option to extend the closing to September 30, 2019, by paying an additional $250 thousand in CPS.
The Company previously agreed that, upon the closing of the sale of the Tonogold transaction, it will enter into an option to lease the permitted American Flat property, plant and equipment to Tonogold for crushing, leaching and processing. Upon closing, the Company will also enter into a ten-year Mineral Lease for all additional mineral properties in Storey County, granting Tonogold the right to explore, develop and mine these properties.
Mr. Corrado De Gasperis, Executive Chairman and CEO, stated, “The total cash payments at closing of $7.525 million transfers the majority interest in the entity that owns Lucerne to Tonogold with a clear and expedited path for acquiring the full 100%. The closing will immediately reduce our debt to approximately $2.5 million. This deal is getting done in the very near-term and the remaining Tonogold payments (approximately $4 million) eliminates our debt and brings significant free cash to accelerate new revenue growth.”
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
Comstock Mining Announces Second Quarter 2019 Results;
Launches Mercury Remediation Business and Enhances Lucerne Sale
Virginia City, NV (August 15, 2019) Comstock Mining Inc. (the “Company”) (NYSE American: LODE) today announced selected unaudited financial results for the fiscal quarter ended June 30, 2019.
Second Quarter 2019 Selected Strategic Highlights
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Received $3.1 million in non-refundable cash deposits toward the Lucerne Sale;
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Received $3.92 million in non-refundable stock payments toward the Lucerne Sale, valued at $5 million;
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Amended the Lucerne sale agreement with Tonogold, ensuring a near-term, third quarter closing;
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Completed corporate and legal realignment positioning future business growth;
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Partnered and launched Mercury Clean Up LLC, a mercury remediation, clean technology growth venture;
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Completed concurrent reclamation and reduced reclamation bond liabilities; and
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Received a most favorable ruling associated with the
Dayton Resource zoning.
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Selected Financial Highlights for the six-months ended June 30, 2019
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Total costs and expenses were $3.1 million for YTD Q2 2019, compared to $3.9 million for YTD Q2 2018, a reduction of $0.8 million or 20%, primarily from lower environmental and mining costs.
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Net loss was $3.9 million, or ($0.05) loss per share for YTD Q2 2019, as compared to net loss of $4.9 million, or ($0.09) loss per share for YTD Q2 2018, primarily from the lower costs and expenses;
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Net cash used in operations was $1.6 million for YTD Q2 2019, as compared to a net use of $2.2 million for YTD Q2 2018, primarily resulting from lower costs and expenses and lower working capital uses;
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Net cash provided by investing activities was $1.9 million for YTD Q2 2019, with approximately $3.1 million provided by non-refundable deposits offset by $1.1 million used for property purchases;
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Net cash used in financing was $0.6 million in YTD Q2 2019, primarily from $1.9 million in principal repayments of long-term debt, offset by $1.3 million in net cash proceeds from common stock issuances;
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Common shares outstanding at June 30, 2019, and August 6, 2019, were 85,500,000 and 94,991,386 shares, respectively, with the latter including 4,500,000 shares for our investment in Mercury Clean Up LLC; and
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Cash and cash equivalents at June 30, 2019, were $0.1 million, with an additional $1.1 million cash received on July 1, 2019, from the issuance of 1,274 shares of preferred stock.
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Mr. Corrado De Gasperis, Executive Chairman and CEO stated, “Our focus on realigning and transforming the Company and its balance sheet is finally coming to fruition. We have now received $3.4 million in non-refundable cash deposits and stock valued at $5 million for the Lucerne sale, launched a globally-focused mercury remediation business with world-class technology and experience and facilitated the formation of an opportunity zone fund that will monetize our assets and further fund these strategic ventures, all while continuing to lower our operating costs.”
Corporate Realignment
During the first quarter of 2019, the Company’s Board of Directors approved the sale of the Lucerne mine and a transformational strategy focused on high-value, high cash-generating, precious metal-based activities, (the “Strategic Focus”) including, but not limited to, metals exploration, engineering, resource development, economic feasibility assessments, mineral production, metal processing and related supply chain acquisitions and ventures of environmentally-friendly, conservation-based, economically enhancing mining technologies and processes.
During the second quarter of 2019, the Company completed the realignment such that all of the Lucerne properties are now wholly owned or controlled by Comstock Mining LLC, the entity that Tonogold Resources Inc. (“Tonogold”) will acquire in purchasing the Lucerne properties. The Company also launched a new venture through Mercury Clean Up LLC, a globally-oriented, clean technology-based, mercury remediation business.
Comstock Corporate Realignment
Comstock Corporate Realignment Legend
Comstock Mining Inc. is the parent company that wholly owns the realigned subsidiaries.
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Comstock Processing LLC owns all of the processing facilities, the fully permitted and infrastructrured platform and additional lands.
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Comstock Exploration & Development LLC owns or controls the Lyon County mining claims (Dayton and Spring Valley).
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Mercury Clean Up LLC is a strategic investee of Comstock Processing LLC formed for global mercury remediation.
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Comstock Mercury Remediation LLC is the agreed upon but yet to be formed 50-50 joint venture of MCU.
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Comstock Northern Exploration LLC owns or controls the remaining Storey County mining claims located north of Lucerne.
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Comstock Mining LLC owns or controls all the Lucerne properties, including those contained in Northern Comstock Joint Venture (“NCJV”) and represent the entities that are being transferred and/or assigned to Tonogold.
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Comstock Industrial LLC and Downtown Silver Springs LLC own the Silver Springs properties (98-acre certified industrial park) and senior water rights and the (160-acre commercial development) that are being sold to the opportunity zone fund for over $10 million.
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Comstock Real Estate Inc. owns the Gold Hill Hotel and the Daney Ranch listed for sale for a combined $5 million.
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Mercury Clean Up LLC and Comstock Mercury Remediation LLC
On June 21, 2019, Comstock entered into a definitive agreement with Mercury Clean Up LLC (“MCU”), in collaboration with Oro Industries Inc. (“Oro”), for the manufacture and global deployment of mercury remediation systems with proprietary mechanical, hydro, electro-chemical and oxidation processes to reclaim, treat and remediate mercury from tailings and industrial effluents derived from mining and other industrial applications. MCU has the exclusive worldwide rights to the proprietary mercury treatment system (the “Mercury Remediation System.”) MCU, in partnership with Comstock, will deploy that solution globally.
MCU will demonstrate the feasibility of the Mercury Remediation System within the historic, world-class, Comstock Lode mining district. Comstock will provide the platform for testing the Mercury Remediation System and MCU will conduct the initial trials starting with 2 tons per hour pilot operation that could scale up to 25 tons per hour and deliver the final feasibilities. Comstock and MCU would enable the 50-50 venture called
Comstock Mercury Remediation LLC
for pursuing these global business opportunities.
MCU has already engaged and scheduled meetings for this week with the Nevada Division of Environmental Protection and will work closely with our Nevada and U.S. regulators and under Comstock’s existing Mercury Sampling and Analysis Plan (SAP) and NDEP’s and the U.S. EPA’s Long Term Sampling And Response Plan (LTSRP). Oro has commenced manufacturing for the deployment of the 2-25 ton per hour mercury recovery plant coupled with a 200 gallon-per-minute dissolved air flotation water recycling treatment plant and field laboratory.
The entire system will be mounted on three separate trailers for mobility. Initial equipment setup will rest on the Company’s fully contained, double-lined processing facility. Comstock and MCU will work closely with the NDEP on all protocols, including test areas, documentation standards and routine, periodic reporting towards full technical and economic feasibility processes over the next 12 to 18 months.
Mr. De Gasperis stated, “Both parties have a proven track record of environmental excellence and mercury remediation as we solve a critical, global contamination problem. We have already been contacted with requests for mercury solutions and we are committed to safe, clean solutions for global jurisdictions and their miners.”
Lucerne Resource Area
On August 15, 2019, the Company amended the Tonogold agreement for the sale of its membership interest in Comstock Mining LLC, the entity that owns the Lucerne properties for $15 million (representing $11.5 million cash and $3.5 million in stock) plus the assumption of certain liabilities and a 1.5% NSR royalty on Lucerne. This amendment results in an additional non-refundable cash deposit of just under $0.9 million, bringing total pre-close cash deposits applicable to the purchase to over $4.4 million.
The amendment requires cash payments at closing of over $3.3 million, bringing the total cash payments to over $7.5 million, and allows Tonogold to receive a majority membership interest of 50.3% in Comstock Mining LLC. The remaining $4.0 million in cash owed represents a secured obligation with scheduled monthly payments of at least $500 thousand each, starting in November 2019, through May 2020, resulting in Tonogold’s 100% ownership.
The amendment requires an additional $0.6 million in Convertible Preferred Stock (CPS), due August 30, 2019.
The prior option agreement between Comstock and Tonogold was terminated as a result the new amendment. This will result in prior option payments of $2.2 million being recorded as income during the third quarter of 2019.
Dayton Resource Area
The Company recently announced the Third Judicial District Court of the State of Nevada ruled in favor of the Company and Lyon County on the one remaining Due Process rights claim associated with the Lyon County Board of Commissioners Master Plan amendment and zone change associated with the mineralized properties within the Company’s Dayton Resource Area, just south of the Company’s Lucerne properties and near Silver City, Nevada.
The Company is now advancing the Dayton Project to full feasibility assessment. The Company’s technical staff is currently compiling a detailed structural interpretation of the Dayton resource area, which will provide the framework for the new resource model. The detailed interpretation is leading to a list of highly prospective drill targets to further define and expand the mineral resource.
The Company also plans continuing its exploration activities southerly into Spring Valley with incremental exploration programs that include exploration and definition drilling of targets identified by geophysical surveys, surface mapping, prior drilling and deeper geological interpretations that will all lead to publishing an updated, NI 43-101 compliant, mineral resource estimate for the Dayton Project and the expanded exploration opportunities.
Asset Sales, Liquidity & Capital Resources
The Company had total assets of $34.2 million, total current assets of $11.7 million, current liabilities of $10.6 million and net current assets of $1.1 million, including cash and cash equivalents of $0.1 million at June 30, 2019. The Company received net proceeds of $1.1 million on July 1, 2019, from the issuance of preferred stock.
The Company’s current capital resources include cash equivalents and other working capital resources plus existing equity and debt facilities. These resources are in addition to planned non-mining asset sales with expected cash proceeds of over $15 million and the additional cash proceeds from the Tonogold transaction of over $8 million.
The Company also received $3.92 million in Tonogold CPS currently valued at approximately $5 million and is due an additional $580 thousand of CPS by August 30, 2019. The entire $4.5 million of the CPS is convertible May 22, 2020, at a conversion price representing the lowest of (1) the 20-day volume weighted closing price of Tonogold shares prior to conversion, (2) Tonogold’s most recent private placement or (3) Tonogold’s public offering price.
Tonogold expects to close by August 30, 2019, or extend until September 30, with another $250 thousand in CPS.
The Company’s outstanding common and preferred shares on August 6, were 94,991,386 and 1,000, respectively.
Reclamation
The Nevada Division of Environmental Protection’s (NDEP) Bureau of Mining Regulation and Reclamation (BMRR) approved a reduction in the Company’s Lucerne reclamation bonding requirement from several successful environmental reclamation and restoration efforts. Along State Route (SR) 342, just south of Gold Hill, Nevada, the Company also completed a variety of reclamation and/or environmental restorations, using progressive earthwork.
Mr. De Gasperis stated, “This restoration work was performed concurrently with mining from 2013 through 2015, and our reclamations were innovative, timely, efficient and especially effective for the regrading and revegetation efforts. The current reclamation obligation has been reduced down to $6.75 million from over $7.10 million.”
In 2015 and 2017, the Company received Nevada Excellence in Mine Reclamation Awards from a committee comprised of NDEP’s BMRR, Nevada Division of Minerals, Nevada Department of Wildlife, Bureau of Land
Management (BLM) Nevada, and the U.S. Forest Service. In 2018, the Company also received the U.S. Department of the Interior BLM’s Reclamation and Sustainable Mineral Development Award.
Outlook
The Company’s 2019 operating expenses were planned at $4.0 million, but effective June 1, 2019, approximately $2.2 million of that amount, prospectively, is being reimbursed under the existing Tonogold agreement to purchase Lucerne, resulting in more than $1 million in additional, annualized savings.
The Company’s second half 2019 plans include advancing the commercialization of certain mining and processing technologies that the Company has been collaborating on, with new partners such as MCU and Oro Industries Inc., and others, and includes reclamation and enhanced mineral recoveries that present nearer term revenue opportunities for us, potentially enhance the economic feasibilities of our existing properties and new global growth.
The Company expects to close on the sale of the Silver Springs properties during the fourth quarter of 2019, for total net proceeds of over $10 million, in addition to over $8 million in cash proceeds from the Tonogold sale.
The Dayton resource area will now be the Company’s top wholly-owned exploration and mine development target. The Company is developing a completely new geological interpretation that will be used for a new resource estimate. The new geological interpretation is also being used to design phased drilling programs in with high-potential for additional mineral resources. Multiple layout plans for the mine and corresponding processing facilities have been conceptually developed and located on lands 100% privately held by the Company, thus simplifying and shortening the critical permitting chain. The Company plans to issue a new, stand-alone Dayton resource technical report, followed by a preliminary economic assessment in the fourth quarter 2019.
The Company expects to announce progress on the MCU and other ventures, all designed for profitable revenue growth, during the third and fourth quarters of 2019. The ventures and our strategic partners will be showcased during our annual meeting, planned for October 31, 2019, at the Gold Hill Hotel in Gold Hill, Nevada.
Conference Call
The Company will host a conference call today, August 15, 2019, at 8:00 a.m. Pacific Time/11:00 a.m. Eastern Time. The live call will include a moderated Q&A, after the prepared comments by the Company. The dial-in telephone number for the live audio are as follows:
Toll Free: 1-800-263-0877
Conference ID: 1232689
The audio will be available, usually within 24 hours of the call, on the Company website:
ComstockMining.com/investors/investor-library
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 and developments 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 Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, are forward-looking statements. 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. Forward-looking statements include statements about matters such as: future industry market conditions; future explorations or acquisitions; future changes in our exploration activities; future prices and sales of, and demand for, our products; land entitlements and uses; production capacity and operations; operating and overhead costs; future capital expenditures and their impact on us; operational and management changes (including changes in the board of directors); changes in business strategies, planning and tactics; future employment and contributions of personnel, including consultants; future land sales investments, acquisitions, joint ventures, strategic alliances, business combinations, operational, tax, financial and restructuring initiatives; including the nature and timing and accounting for restructuring charges, derivative liabilities and the impact thereof; contingencies; environmental compliance and changes in the regulatory environment; offerings, limitations on sales or offering of equity or debt securities; including asset sales and the redemption of the debenture and associated costs; future working capital, costs, revenues, business opportunities, debt levels, cash flows, margins, earnings and growth
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These statements are based on assumptions and assessments made by our management 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, many of which are unforeseeable and beyond our control and 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 set forth in this report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and the following: adverse effects of climate changes or natural disasters; global economic and capital market uncertainties; the speculative nature of gold or mineral exploration, including risks of diminishing quantities or grades of qualified resources; operational or technical difficulties in connection with exploration or mining activities; contests over our title to properties; potential dilution to our stockholders from our stock issuances, recapitalization and balance sheet restructuring activities; potential inability to comply with applicable government regulations or law; adoption of or changes in legislation or regulations adversely affecting our businesses; permitting constraints or delays; business opportunities that may be presented to, or pursued by, us; acquisitions, joint ventures, strategic alliances, business combinations, asset sales, and investments that we may be party to in the future; changes in the United States or other monetary or fiscal policies or regulations; interruptions in our production capabilities due to capital constraints; equipment
failures; fluctuation of prices for gold or certain other commodities (such as silver, zinc, cyanide, water, diesel fuel and electricity); changes in generally accepted accounting principles; adverse effects of terrorism and geopolitical events; potential inability to implement our business strategies; potential inability to grow revenues; potential inability to attract and retain key personnel; interruptions in delivery of critical supplies, equipment and raw materials due to credit or other limitations imposed by vendors; assertion of claims, lawsuits and proceedings against us; potential inability to satisfy debt and lease obligations; potential inability to maintain an effective system of internal controls over financial reporting; potential inability or failure to timely file periodic reports with the SEC; potential inability to list our securities on any securities exchange or market; inability to maintain the listing of our securities; and work stoppages or other labor difficulties. Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Except as may be required by securities or other law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Neither this press release nor any related calls or discussions constitutes an offer to sell or the solicitation of an offer to buy the Debenture or any other securities of the Company.
Contact information:
Comstock Mining Inc.
P.O. Box 1118
Virginia City, NV 89440
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
