Comstock Mining Inc. (Form: 8-K/A, Received: 11/19/2019 09:34:48)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 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)

117 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))

Securities registered pursuant to Section 12(b) of the Act:



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.000666 per share	LODE	NYSE AMERICAN

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. ¨

EXPLANATORY NOTE: This 8-K/A is filed to correct a typographical error in Item 1.01 for the year that convertible preferred stock is permitted to be converted.

Item 1.01 Entry into a Material Definitive Agreement.

On November 18, 2019, Comstock Mining Inc. (the “Company”) entered into a Sixth Purchase Agreement Amendment (the “Amendment”) of the Company’s previously announced Membership Interest Purchase Agreement with Tonogold Resources, Inc. (“Tonogold”).

Pursuant to the Amendment, the Company agreed to accept $1.7 million in cash on the date of the Amendment and $300 thousand in stock, bringing total 2019, cash and stock payments toward this purchase to $11.725 million. The Company credited $1.575 million of the liquidation preference of stock consideration toward the purchase price resulting in Tonogold now owning a 50% membership interest in Comstock Mining LLC. The remaining $5.575 million in cash owed represents a secured obligation of Tonogold with the monthly payments starting in November 2019, through June 2020. Once paid, Tonogold will own 100% of Comstock Mining LLC.

The Company and Tonogold agreed to modify the terms of the Tonogold Convertible Preferred Stock (“CPS”). The CPS will now only be convertible at the election of the Company beginning May 22, 2020, at the lower of Tonogold’s (1) 20-day volume-weighted closing price prior to conversion or (2) $0.18. Tonogold’s right to redeem the CPS at 120% of the liquidation preference of the CPS will not be time delimited.

The Company also executed a Lease-Option Agreement (the “Lease-Option Agreement”) to use the Company’s American Flat processing facilities for processing mineralized materials from the Lucerne mine. To maintain the option, Tonogold will reimburse the Company for all expenses related to owning and maintaining the facility. When the option is exercised, Tonogold will pay $1 million per year and $1 per ton for processing mineralized material, in addition to paying all processing expenses.

The foregoing summaries of the terms of the Amendment and the Lease Option Agreement are not intended to be exhaustive and is qualified in its entirety by the terms of the Amendment and the Lease Option Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 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 2.01 Completion of Acquisition or Disposition of Asset.

The closing of the transactions described above occurred upon receipt of the $1.7 million in cash on the date of the Amendment. The disclosures set forth under Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.



10.1		Sixth Purchase Agreement Amendment
10.2		Lease Option Agreement
99.1		Press release

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: November 18, 2019	By:	/s/ Corrado De Gasperis
		Name: Corrado De Gasperis Title: Executive Chairman and Chief Executive Officer

SIXTH PURCHASE AGREEMENT AMENDMENT

This Sixth Purchase Agreement Amendment (this “Amendment”) dated as of November 17, 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 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, as amended by the Fourth Purchase Agreement Amendment dated August 15, 2019 and restated September 17, 2019, as amended by the Fifth Purchase Agreement Amendment dated October 14, 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 1.2(a). Section 1.2(a) 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 $4,225,000 toward the Purchase Price prior to November 12, 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 previously delivered to Seller; and

(ii) Buyer will make payments totaling $1,700,000 due on or before the Closing Date of November 18, 2019; and

(iii) the remainder of the cash Purchase Price, $5,575,000, will be deferred (the “Loan”) with terms and minimum payments as indicated in Section 1.2(c).

(iv) In addition to the amounts indicated above, 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. Without limiting the generality of the preceding sentence, this specifically includes the remaining $89,094.23 due from the previously invoiced October 2019 expenses.

2.Amendment to Section 1.2(b). Section 1.2(b) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“(b) The Membership Interests will be delivered to Buyer proportionately to the cash consideration received by Seller from Buyer.

(i) At Closing, Seller will deliver a 50.00% Membership Interest to Buyer, reflecting $5,925,000 of cash consideration and $1,575,000 of the CP Shares previously paid as stock 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 14.83% of the Membership Interests will be delivered at the earliest to occur of (A) the Loan has been paid in full and subject to Buyer’s compliance with all other obligations under this Agreement, (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 and (C) Buyer has redeemed CP Shares with a stated value of $3,500,000 for cash.

(iv) Buyer shall be forever responsible for 100% of the Company’s costs starting from the Closing Date. Until the Loan is paid in full, Seller will account for all costs to the Company and will submit monthly invoices to Buyer, which shall be due no later than ten (10) days after receipt.”


3.	Amendment to Section 1.2(c)(i). Section 1.2(c)(i) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“(c) Terms of the Loan are as follows:

(i) The maturity date for the Loan is June 26, 2020. Buyer shall make the following minimum cash payments toward the Loan principal on the dates indicated below and for the amounts indicated below:



Actual Payment Date or Payment Due Date	Minimum Payment Due		Buyer’s Cumulative Ownership Percentage
November 22, 2019		$300,000	52.00	%
December 15, 2019		$1,000,000	56.67	%
January 24, 2020		$725,000	61.50	%
February 28, 2020		$725,000	66.33	%
March 27, 2020		$725,000	71.17	%
April 24, 2020		$700,000	75.83	%
May 22, 2020		$700,000	80.50	%
June 26, 2020		$700,000	85.17	%
June 26, 2020	Expected date that $1,925,000 of CP Shares can be sold for cash		100.00	%

Control. Buyer hereby covenants and agrees with Seller that all management authority and control of the Company shall solely vest in the Seller until the Loan has been paid in full. Without limiting the generality of the foregoing, Buyer shall not exert nor attempt to exert administrative or other control of the Company, including but not limited to accounting control, insurance, permits, et al., until the Loan has been paid in full. Buyer shall have the right to conduct exploration activities at its own discretion and at its own expense on property controlled by the Company. Buyer represents and warrants that any such exploration activities shall be conducted in compliance with all applicable Federal, State, and local regulations and in compliance with all applicable permits. Seller represents and warrants that Seller will not to take any actions that would have a material adverse impact on Buyer and Seller will use commercially reasonable efforts to accommodate Buyer’s reasonable requests (at Buyer’s expense); provided, however, that nothing in this Amendment shall limit or restrict (or be construed to limit or restrict) Seller’s right to enforce its rights under the Agreement.


5.	Amendment to Section 4.9(a)(ii). Section 4.9(a)(ii) of the Purchase Agreement is hereby restated in its entirety as follows:

“(ii) at any time prior to the Closing, by Buyer, if (A) the Closing shall not have been consummated on or before the Closing Date and (B) the failure to consummate the Closing on or before the Closing 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;”

Capital Raise Proceeds. Buyer and Seller hereby agree that Buyer shall pay the cash required to make the $1.7 million due at Closing per Section 1.2(a)(iii) of the Purchase Agreement and the Loan from the proceeds of equity raises, royalty sales and/or other third party funding agreements conducted by Buyer, 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, then Buyer shall cause 100% of such proceeds to be immediately paid to Seller within 24 hours of receipt and used first to pay any expense reimbursement obligations, and then the $1,700,000 payment toward the Purchase Price contemplated by the Purchase Agreement, and then the initial $300,000 and subsequent $1,000,000 payments payable on the Loan. Once all such payments have been made, and until the Loan is paid in full, Buyer will comply with the requirements of Section 1.2(c)(v) of the Purchase Agreement, which provides that if the proceeds from any Capital Raise exceed $6.5 million, then Buyer shall immediately prepay the Loan (applied to the next payment(s) due) with no less than 50% of the excess amount.


7.	Expense Reimbursement and Delivery of Additional CP Shares. Buyer hereby covenants and agrees to (i) make a payment to Seller for all remaining amounts still due from the October invoice in the amount of $89,094.23 immediately upon receipt of any Capital Raise and (ii) deliver additional CP Shares to Seller with a stated value of $300,000 no later than November 28, 2019.


8.	Amendment to Certificate of Designations for CP Shares. Seller authorizes and consents and agrees, and Buyer agrees to amend and restate the Certificate of Designations in the form attached hereto as Exhibit A (and cause such amendment and restatement to be filed with the Secretary of State of Delaware).

First Right of Refusal. Until the Loan has been repaid in full, Buyer hereby agrees that it will give Seller the first right to directly or indirectly acquire the Membership Interest. Should Buyer determine to directly or indirectly sell or otherwise transfer any part of the Membership Interest (including for the sake of clarity, if Buyer is party to a merger, amalgamation, consolidation transaction (excluding a reverse takeover transaction in which Buyer’s stockholders of record immediately prior to such transaction continue to hold more than 50% of the voting power of the surviving or acquiring entity after such transaction), or substantially all assets or the majority of voting securities of Buyer is acquired by a third party), then Buyer shall give Seller detailed written notice of the nature and description of the proposed transfer and its intended price and terms. Seller shall have a period of 30 days to investigate the proposed transaction and the disposition terms (for which Buyer shall grant full access to all records and data to Seller) and Seller shall have a period of 30 days after such investigative period to determine whether it will acquire the Membership Interest. In the event Seller declines then Buyer may sell at such offered terms but this first right shall occur again to the benefit of Seller if the terms shall be reduced or if the disposition does not occur within 180 days of Buyer’s notice it declines or the expiration of the above 30 day decision period.


10.	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.

11.

Expense Reimbursement Obligations. Buyer hereby agrees to pay in full all existing or future invoices issued by Seller on or prior to the due dates indicated on such invoices, it being agreed and understood that up to and until the scheduled December 15, payment on the Loan is made, that reimbursement payments will be prioritized and the Buyer shall wire funds received by Buyer from any source to Seller within 24 hours of receipt, for such expense reimbursement obligations.

12.

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. If Buyer fails to make any Loan payment on or before its due date, Seller may add a late fee of five percent (5%) to the balance of the Loan, and may begin charging interest on the unpaid balance at a rate of twelve percent (12%) per annum, compounding on a monthly basis until paid in full. In addition, the Seller shall have a right to terminate any of the Transaction Documents (other than the Mining Lease).

13.

No Novation. Except as amended hereby, all of the terms and conditions of 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 Purchase Agreement.


14.	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.


15.	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.

16.

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.

17.

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 17 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.


18.	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.

19.

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:
Name:			Mark Ashley
Title:			Chief Executive Officer
Address: 5666 La Jolla Boulevard, #315, La Jolla, CA 92037






COMSTOCK MINING INC.

By:
Name:			Corrado DeGasperis
Title:			Executive Chairman and CEO
Address: 1200 American Flat Road, Virginia City, NV 89440






COMSTOCK MINING LLC, by its manager Comstock Mining Inc.

By:
Name:			Corrado DeGasperis
Title:			Executive Chairman and CEO
Address: 1200 American Flat Road, Virginia City, NV 89440

AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS
OF
SERIES D CONVERTIBLE JUNIOR PARTICIPATING NON-CUMULATIVE
PERPETUAL PREFERRED STOCK
OF
TONOGOLD RESOURCES, INC.

Pursuant to Section 151 of the General Corporation Law
of the State of Delaware

The undersigned, Mark Ashley, Chief Executive Officer of Tonogold Resources, Inc., a Delaware corporation (the “Corporation”), hereby certifies that, pursuant to the authority expressly vested in the Board of Directors of the Corporation (the “Board of Directors”) by the Certificate of Incorporation of the Corporation, and in accordance with the provisions of Sections 103 and 151 of the General Corporation Law of the State of Delaware, the Board of Directors has duly adopted the following resolutions:

RESOLVED, that, pursuant to Article Four of the Sixth Amended and Restated

Certificate of Incorporation (which authorizes one million (1,000,000) shares of preferred stock, par value $0.001 per share of the Corporation (the “Preferred Stock”)), the Board of Directors hereby fixes the powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of a series of Preferred Stock as follows:

RESOLVED, that each share of such series of Preferred Stock shall be subject to the following provisions:

SECTION 1. Designation. The distinctive serial designation of such series of Preferred Stock is “Series D Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock” (“Series D Preferred Stock”). Each share of Series D Preferred Stock shall be identical in all respects to every other share of Series D Preferred Stock.

SECTION 2. Number of Shares. The authorized number of shares of Series D Preferred Stock shall be 6,000 Shares of Series D Preferred Stock that are purchased or otherwise acquired by the Corporation, or converted into shares of Common Stock, shall not be reissued as shares of such Series and shall (upon filing of the appropriate certificate with the Secretary of State of the State of Delaware, if necessary) be cancelled and become authorized but unissued shares of Preferred Stock.

SECTION 3. Definitions. As used herein with respect to Series D Preferred Stock:

(a)“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) has the meaning set forth in 12 C.F.R. § 225.2(e)(1).

(b)“Business Day” means any day other than a Saturday, Sunday or other day on which banking institutions in La Jolla, California are authorized or required by law or executive order to remain closed.

(c)“Bylaws” means the amended and restated bylaws of the Corporation, as they may be amended from time to time.

(d)“Certificate of Designations” means this Certificate of Designations relating to the Series D Preferred Stock, as it may be amended from time to time.

(e)“Certificate of Incorporation” shall mean the Amended and Restated Certificate of Incorporation of the Corporation, as it may be amended from time to time, and shall include this Certificate of Designations.

(f)“Common Stock” means the Common Stock, par value $0.001 per share (or such other par value, or no par value, as such common stock may have from time to time), of the Corporation.

(g)“Common Stock Distribution” has the meaning set forth in Section 5(c).

(h)“Common Stock Distribution Date” has the meaning set forth in Section 5(c).

(i)“Common Stock Distribution Record Date” has the meaning set forth in Section

5(c).

(j)“Common Stock Split Distribution” has the meaning set forth in Section 11(d).

(k)“Closing Price” per share of Common Stock on any Trading Day means the closing sale price per share of Common Stock on the Relevant Exchange on such Trading Day.

(l)“Conversion Rate” means, (i) with respect to a conversion of the Series D Preferred Stock pursuant to Section 11(b) or Section 11(e), the quotient calculated by dividing the Liquidation Preference of the Series D Preferred Stock to be converted by the lower of (1) the 20-day volume weighted Closing Price prior to conversion and (2) $0.18, subject to adjustment as provided in Section 11(d).

(m)“Distributed Property” has the meaning set forth in Section 5(c).

(n)“Holder” means a Person in whose name one or more shares of the Series D Preferred Stock are registered.

(o)“Junior Stock” means the Common Stock and any other class or series of stock of the Corporation (including preferred stock), other than Series D Preferred Stock, that shall all rank junior to Series D Preferred Stock either or both as to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or as to the distribution of assets on any liquidation, dissolution or winding up of the Corporation.

(p)“Liquidation Preference” has the meaning set forth in Section 6(b).

(q)“Liquidation Preference Amount” means one thousand dollars ($1,000) per share of Series D Preferred Stock.

(r)“Membership Interest Purchase Agreement” means that certain Membership Interest Purchase Agreement, dated January 24, 2019, by and among the Corporation, Comstock Mining Inc. and Comstock Mining LLC.

(s)“Permitted Inside Transfer” means any transfer of shares of Series D Preferred Stock by a Holder to an Affiliate of such Holder.

(t)“Permitted Outside Transfer” means any transfer of shares of Series D Preferred Stock by a Holder (i) in a widespread public distribution or (ii) in a private sale or transfer (including, without limitation, a distribution (x) by a partnership to a partner or former partner, (y) by a limited liability company to a member or former member or (z) by a corporation to a stockholder or former stockholder), in each case, subject to compliance with all applicable securities laws.

(u)“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

(v)“Record Date” has the meaning set forth in Section 5(d).

(w)“Reference Property” has the meaning set forth in Section 11(e).

(x)“Relevant Exchange” means the Toronto Stock Exchange Venture; provided, however, that if the Common Stock is not listed for trading on the Toronto Stock Exchange Venture, then “Relevant Exchange” means the principal U.S. or Canadian national or regional securities exchange on which the Common Stock is listed; provided further, that if the Common Stock is not listed on a U.S. national or regional securities exchange, then “Relevant Exchange” means the principal over-the-counter market on which the Common Stock is traded.

(y)“Reorganization Event” has the meaning set forth in Section 11(e).

(z)“Trading Day” means any day during which trading in the Common Stock generally occurs on the Relevant Exchange.

SECTION 4. Ranking. The Series D Preferred Stock will, with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets on any liquidation, dissolution or winding up of the Corporation, rank senior to all Junior Stock.

SECTION 5. Dividends.

(a)For so long as the shares of Series D Preferred Stock are outstanding, then (in addition to any other vote or consent of stockholders required by the Certificate of Incorporation), the Corporation may not make any dividends or other distributions with respect to any class of Junior Stock without the vote or consent of the Holders of at least a majority of the shares of Series D Preferred Stock then outstanding, voting separately as a single class.

(b)Holders of Series D Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors or a duly authorized committee of the Board of Directors, out of funds or property legally available therefor under Delaware law, non-cumulative dividends and distributions, if any, in the amount, kind and manner set forth in Section 5(c). Except as provided in the immediately preceding sentence, in Section 5(c) or in Section 6, Holders shall4

not be entitled to any other dividends or distributions on the Series D Preferred Stock. Notwithstanding anything herein to the contrary, (i) dividends and distributions on the Series D Preferred Stock shall not be cumulative; (ii) Holders shall not be entitled to receive any dividends or distributions not declared by the Board of Directors or a duly authorized committee of the Board of Directors; and (iii) no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend or distribution not so declared.

(c) If the Board of Directors or a duly authorized committee of the Board of Directors declares a dividend, or the Corporation otherwise makes any distribution, on outstanding shares of Junior Stock, of cash, securities (including, without limitation, rights, warrants, options or evidences of indebtedness) or other property or assets (such a dividend or distribution, a “Common Stock Distribution,” and the cash, securities, property or assets dividended or distributed on the Common Stock pursuant to such Common Stock Distribution, the “Distributed Property,” and the date such Distributed Property is paid to holders of Common Stock pursuant to such Common Stock Distribution, the “Common Stock Distribution Date,” and the record date for determining the holders of Common Stock entitled to receive such Common Stock Distribution, the “Common Stock Distribution Record Date”), then the Board of Directors or a duly authorized committee of the Board of Directors shall, in accordance with this Section 5(c), declare to be paid, or cause there to be distributed, to the Holders in respect of the Series D Preferred Stock, Distributed Property in accordance with this Section 5(c). The date on which such Distributed Property is to be paid to Holders in respect of the Series D Preferred Stock on account of such Common Stock Distribution shall be the Common Stock Distribution Date, and the kind and amount of Distributed Property to be dividended or distributed per share of Series D Preferred Stock shall be the kind and amount of Distributed Property that a holder of a number of shares of Common Stock equal to the Conversion Rate in effect at the close of business on the Common Stock Distribution Record Date for such Common Stock Distribution would have been entitled to receive pursuant to such Common Stock Distribution. The Corporation shall not declare any Common Stock Distribution unless the Corporation has funds legally available to comply, and complies, with this Section 5(c) with respect to such Common Stock Distribution. For avoidance of doubt, (i) no dividend or distribution shall be payable on the Series D Preferred Stock pursuant to this Section 5(c) unless there shall occur a Common Stock Distribution, and (ii) if (A) in connection with a Reorganization Event, the Board of Directors or a duly authorized committee of the Board of Directors declares a dividend, or the Corporation otherwise makes any distribution, on outstanding shares of Common Stock and (B) in connection with such Reorganization Event, the Common Stock is converted into or exchanged for, or constitutes solely the right to receive, cash, securities or other property, then (1) such dividend or distribution shall be subject to this Section 5(c) but not to Section 11(e) and (2) such conversion into, exchange for or right to receive cash, securities or other property shall be subject to Section 11(e) but not to this Section 5(c).5

(d)Dividends or distributions that are payable on Series D Preferred Stock on a Common Stock Distribution Date pursuant to Section 5(c) on account of a Common Stock Distribution will be payable to holders of record of Series D Preferred Stock as they appear on the stock register of the Corporation at the close of business on the date (each such date, a “Record Date”) that is the Common Stock Distribution Record Date for such Common Stock Distribution.

(e)If any share of Series D Preferred Stock is converted into Common Stock on or prior to a Record Date for a dividend or distribution on the Series D Preferred Stock pursuant to Section 5(c), then the Holder of such share of Series D Preferred Stock shall not have the right to receive a dividend or distribution with respect to such share pursuant to Section 5(c) (but such Holder's initial transferee or a subsequent transferee, as applicable, shall have the right to receive a dividend or distribution on the shares of Common Stock into which such share was converted in accordance with the applicable provisions of the Certificate of Incorporation). If any share of Series D Preferred Stock is converted into Common Stock after a Record Date for a dividend or distribution on the Series D Preferred Stock pursuant to Section 5(c) but on or prior to the date such dividend or distribution is to be made, then the Holder of such share of Series D Preferred Stock at the close of business on such Record Date shall have the right to receive such dividend or distribution notwithstanding such conversion.

SECTION 6. Liquidation Rights.

(a)Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the Holders shall be entitled to receive, per share of Series D Preferred Stock, out of the assets of the Corporation or proceeds thereof legally available for distribution to stockholders of the Corporation, and after satisfaction of all liabilities and obligations to creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Junior Stock, an amount equal to the Liquidation Preference Amount per share, together with all dividends (if any) on the Series D Preferred Stock that have been declared but not paid prior to the date of payment of such distribution.

(b) Partial Payment. If, in any distribution described in Section 6(a), the assets of the Corporation or proceeds thereof are not sufficient to pay the Liquidation Preferences in full to all Holders of Series D Preferred Stock, then the amounts paid to the Holders of Series D Preferred Stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preferences of the Holders of Series D Preferred Stock. In any such distribution, the “Liquidation Preference” of any holder of Series D Preferred Stock of the Corporation shall mean the amount otherwise payable to such holder in such distribution (assuming no limitation on the assets of the Corporation available for such distribution.

(c)Residual Distributions. In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, if the Liquidation Preference has been paid in full to all holders of Series D Preferred Stock, then the Holders shall thereafter be treated as holders of Common Stock, determined as if each share of Series D Preferred Stock were converted into shares of Common Stock at the Conversion Rate in effect at the time of such liquidation, dissolution or winding up and shall have the right to receive a distribution pursuant to the Certificate of Incorporation.

(d)Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 6, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the Holders receive cash, securities or other property for their shares of Series D Preferred Stock, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the affairs of the Corporation but instead shall constitute a Reorganization Event pursuant to Section 11(e).

SECTION 7. Redemption. The Series D Preferred Stock shall be redeemable solely at the election of the Corporation, from time to time at any time, in whole or part, a redemption price of 120% of the Liquidation Preference of the Series D Preferred Stock to be redeemed. The Corporation must provide written notice to the Holders of the Series D Preferred Stock (“Redemption Notice”) advising the Holder of the Liquidation Preference that the Corporation desires to redeem, and by immediately providing the Holder with immediately available U.S. dollars representing 120% of the Liquidation Preference of the Series D Preferred Stock being redeemed. For the sake of clarification, the amount of the Series D Preferred Stock shares shall be deemed converted or redeemed immediately upon a Conversion Notice or upon receipt of the funds after the delivery of a Redemption Notice.

SECTION 8. Maturity. The Series D Preferred Stock shall be perpetual unless converted in accordance herewith.

SECTION 9. Voting Rights.

(a)General. The Holders shall have the right to vote on all matters presented to holders of Junior Stock on an as converted basis.

(b)Limited Voting Rights. So long as any shares of Series D Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Certificate of Incorporation, the vote or consent of the Holders of at least a majority of the outstanding shares of Series D Preferred Stock at the time outstanding shall be necessary for effecting or validating any amendment, alteration or repeal of any provision of the terms of the Series D Preferred Stock so as to affect the special rights, preferences, privileges or voting powers of the Series D Preferred Stock; provided, however, that for all purposes of this Section 9(b) and for the avoidance of doubt, any Reorganization Event in respect of which the Corporation complies with Section 11(e), any increase in the amount of the authorized Preferred Stock, or any creation or issuance, or an increase in the authorized or issued amount, of any other series of Preferred Stock or other stock of the Corporation ranking senior to, equally with and/or junior to the Series D Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation (including, for the avoidance of doubt, any such increase, creation or issuance pursuant to, or in connection with the Corporation's adoption of, any stockholder rights plan) will not be deemed to affect the special rights, preferences, privileges or voting powers of the Series D Preferred Stock.

(c)Procedures for Voting and Consents. Any vote or consent of the Holders may be taken either by vote at a meeting called for the purpose or by written consent without a meeting and in either case may be given in person or by proxy. The rules and procedures for calling and conducting any meeting of the Holders (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors or a duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Certificate of Incorporation, the Bylaws and applicable law.

SECTION 10. Transfer Restrictions.

(a)No Holder may transfer any shares of Series D Preferred Stock except pursuant to (i) a Permitted Inside Transfer or (ii) a Permitted Outside Transfer.

(b)Any attempt to transfer any shares of Series D Preferred Stock not in compliance herewith shall be null and void, and the Corporation shall not, and shall cause the transfer agent, if any, for the Series D Preferred Stock not to, give any effect in the Corporation's stock records to such attempted transfer.

SECTION 11. Conversion.

(a) [Intentionally Omitted].

(b)Conversion. Commencing on May 22, 2020, all shares of the Series D Preferred Stock may be converted in whole or part, at the election of the Holder thereof, at any time and from time to time, by giving an irrevocable notice (“Conversion Notice”) to the Corporation advising the amount the Holder wishes to convert.

(c)Effect of Conversion. All shares of Common Stock issued or delivered upon conversion of shares of Series D Preferred Stock shall be validly issued, fully paid and non-assessable and shall be free of preemptive or similar rights and free of any lien or adverse claim created by the Corporation. Subject to the second sentence of Section 5(e), upon conversion each outstanding share of Series D Preferred Stock so converted shall cease to be outstanding, dividends and distributions on such share shall cease to accrue or be due and all rights in respect of such share shall terminate, other than the right to receive, upon compliance with Section 11(b), appropriate evidence of the shares of Common Stock registered in book-entry form into which such share of Series D Preferred Stock has been converted, together with cash in lieu of any fractional share, as provided herein. The Corporation shall pay all expenses associated with converting the Series D Preferred Stock, including without limitation, transfer agent costs, legal opinion costs and costs of depositing, clearing, selling and mailing stock certificates.

(d)Adjustment to the Conversion Rate. If, after the date of original issue of the Series D Preferred Stock, the Corporation: (i) pays a dividend or makes another distribution on Common Stock to holders of Common Stock payable in shares of Common Stock (a “Common Stock Split Distribution”); (ii) subdivides or splits the outstanding shares of Common Stock into a greater number of shares of Common Stock; or (iii) combines or reclassifies or otherwise changes the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate shall be adjusted by multiplying such Conversion Rate in effect immediately before such adjustment by the number of shares of Common Stock which a person who owns only one (1) share of Common Stock immediately before the record date or effective date, as applicable, of such dividend, distribution, subdivision, split, or combination or reclassification and who is entitled to participate in such dividend, distribution, subdivision, split, combination or reclassification would own immediately after giving effect to such dividend, distribution, subdivision, split, combination or reclassification (without giving effect to any arrangement pursuant to such dividend, distribution, subdivision, split, combination or reclassification not to issue fractional shares of Common Stock). Such adjustment shall become effective immediately after the close of business on such record date, in the case of a stock dividend or stock distribution, and shall become effective at the effective time of the subdivision, split, combination or reclassification, in the case of such an event. For avoidance of doubt, if, after the date of original issue of the Series D Preferred Stock, the Corporation pays a dividend or makes another distribution on Common Stock to holders of Common Stock payable, in part (and not exclusively), in shares of Common Stock, then such dividend or distribution will be treated as a Common Stock Split Distribution with respect to the portion paid in Common Stock and as a Common Stock Distribution with respect to the remaining portion.

(e) Conversion Upon Reorganization Event. If, after the date of original issue of the Series D Preferred Stock, (i) there occurs (A) any consolidation or merger of the Corporation with or into another Person; (B) any sale, transfer, lease, exchange or conveyance to another Person of the assets of the Corporation as an entirety or substantially as an entirety; or (C) any statutory exchange of securities of the Corporation with another Person or any binding share exchange which reclassifies or changes the outstanding Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a transaction that is subject to Section 11(d)) (any such event in clauses (A) through (C), inclusive, a “Reorganization Event”); and (ii) pursuant to such Reorganization Event, the Common Stock is converted into or exchanged for, or constitutes solely the right to receive, cash, securities or other property, then, effective immediately after the effective time of such Reorganization Event, the Corporation shall make provision for each outstanding share of Series D Preferred Stock to be converted into or to receive in exchange for such share, out of funds legally available therefor, the kind and amount of cash, securities or other property (collectively, “Reference Property”) receivable pursuant to such Reorganization Event by a holder of a number of shares of Common Stock equal to the Conversion Rate in effect at such effective time. For purposes of this Section 11(e), if holders of Common Stock have a right to elect the type of consideration receivable in connection with a Reorganization Event, the Holders of shares of Series D Preferred Stock shall have a similar right of election, including being subject to any pro-ration provision applicable to the right of election of holders of Common Stock in connection with such Reorganization Event. On and after the effective time of a Reorganization Event of the type referred to in clause (ii) of the first sentence of this Section 11(e), each outstanding share of Series D Preferred Stock shall cease to be outstanding, dividends on such share shall cease to accrue, and all rights of the Holder(s) of such share shall terminate with respect to such share, other than the right to receive the kind and amount of Reference Property into which such share of Series D Preferred Stock has been converted plus any declared and unpaid dividends.

(f)Notice of Adjustments. Whenever the Conversion Rate is adjusted pursuant to Section 11(d), the Corporation shall, within ten (10) Business Days following the occurrence of the event that requires such adjustment, (i) compute the adjusted Conversion Rate in accordance with Section 11(d); and (ii) cause the Chief Financial Officer of the Corporation (or a designee of such Chief Financial Officer) to prepare and mail to each Holder, at such Holder's last address shown on the records of the Corporation, a certificate setting forth such adjustment and showing in reasonable detail the facts upon which such adjustment is based. The Corporation shall, upon the written request at any time of any Holder of Series D Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) any adjustments and readjustments since the date of original issue of the Series D Preferred Stock, (ii) the applicable Conversion Rate at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of such Holder's Series D Preferred Stock.

(g)Reservation of Common Stock. The Corporation shall, at all times when any shares of Series D Preferred Stock are outstanding, reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, the full number of shares of Common Stock then issuable upon conversion of all then outstanding shares of Series D Preferred Stock. Notwithstanding anything herein to the contrary, the Corporation may, at its election, deliver, upon conversion of the Series D Preferred Stock, treasury shares of Common Stock or other shares of Common Stock that the Corporation has reacquired.

SECTION 12. No Forced Conversion. At no time may any share of the Series D Preferred Stock be forced to convert at the option of the Corporation.

SECTION 13. Fractional Shares. Series D Preferred Stock may be issued in fractions of a share which shall entitle the Holder thereof, in proportion to such Holder's fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of Series D Preferred Stock.

SECTION 14. Record Holders. To the fullest extent permitted by applicable law, the Corporation and the transfer agent, if any, for the Series D Preferred Stock may deem and treat the record holder of any share of Series D Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor any such transfer agent shall be affected by any notice to the contrary.

SECTION 15. Notices. All notices or communications in respect of Series D Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Certificate of Incorporation or Bylaws or by applicable law.

SECTION 16. No Preemptive Rights. No share of Series D Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

SECTION 17. No Impairment. The Corporation will not, by amendment of the Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, merger, consolidation, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation but will at all times in good faith assist in the carrying out of all the provisions of this Certificate of Designations and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holders of the Series D Preferred Stock against impairment; provided that, to the extent that the rights and obligations of the Holders of the Series D Preferred Stock and the Corporation with respect to any transaction, event or other matter are addressed by one or more specific provisions of this Certificate of Designations, such provision(s) shall govern and this Section 17 shall be inapplicable with respect thereto.

SECTION 18. Other Rights. The shares of Series D Preferred Stock shall not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation or as provided by applicable law.

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IN WITNESS WHEREOF, TONOGOLD RESOURCES, INC. has caused this Amended and Restated Certificate of Designations to be signed and attested by the undersigned this 18^th day of November 2019.

TONOGOLD RESOURCES, INC.

By:

Name: Mark Ashley

Title: Chief Executive Officer

EXHIBIT D

Lease Option Agreement

This Lease Option Agreement (this “Agreement”) is made on ______ , 2019, (the “Effective Date”) between COMSTOCK MINING INC., a Nevada corporation (the “Optionor”) and Tonogold Resources, Inc., a Delaware corporation (“Tonogold”), on behalf of Comstock Mining LLC, a Nevada limited liability company, and/or its affiliates or assignees (the “Optionee”).

WHEREAS, Optionor is the fee owner of certain real property being, lying and situated in Storey County, Nevada, and personal property and fixtures located thereon (the “Property”).

WHEREAS, the Optionor desires to grant the Optionee an option to lease the Property, subject to the terms and conditions set forth herein, pursuant to the terms set forth in an agreement to lease the American Flat property, plant, and equipment, in the Lease Option Addendum Exhibit attached hereto (the “American Flat Net Lease Agreement”).

NOW, THEREFORE, for and in consideration of the covenants and obligations contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Optionor hereby grants to Optionee an exclusive option to lease the aforementioned “Property.”

The parties hereto hereby agree as follows:

1. OPTION TERM. The right to lease the Property commences on the Effective Date and expires at 5:00 p.m. Pacific time on the sixth (6^th) anniversary of the date of this Agreement (the “Expiration Time”); provided, that the Optionor’s obligation to maintain ownership of the Property, as described in section 6.2 of this Agreement, shall terminate on the third (3^rd) anniversary of the date of this Agreement (the “Optionor Obligation Termination Date”).

2. NOTICE REQUIRED TO EXERCISE OPTION. To exercise the right to lease the Property, the Optionee must deliver to the Optionor written notice of Optionee’s intent to lease the Property on or prior to the Expiration Time. Upon receipt of such notice, the Optionor and the Optionee shall be obligated to immediately execute and deliver the American Flat Net Lease Agreement in the form attached hereto save for the date, which shall be the date of execution.

3. OPTION CONSIDERATION. As consideration for this Agreement, the Optionee shall reimburse all of the Optionor’s costs and expenses to maintain and hold the Property in its current condition, including, without limitation, all Carrying Costs, as defined in Section 4 (the “Net Lease Maintenance Costs”). All payments of the Net Lease Maintenance Costs shall be nonrefundable.

No later than thirty (30) days after the Effective Date, Optionee shall conduct an inspection of the Property and propose a maintenance plan (the "Maintenance Plan") in cooperation with Optionor in order to hold the Property in its current condition. The Maintenance Plan, as may be supplemented or amended from time to time by Optionee, shall be implemented by Optionor under the direction of Optionee. Optionee shall reimburse all of the Optionor’s costs and expenses to maintain and hold the Property in accordance with the Maintenance Plan, including, without limitation, all Carrying Costs, as defined in Section 4. Optionor shall be liable for any non-routine damage to the Property caused by Optionor.

All payments made by Optionee to Optionor shall be paid by wire transfer of immediately available funds to an account designated by Optionor. The Optionee’s failure to pay all Net Lease Maintenance Costs within thirty (30) days’ from the date that the Optionor delivers notice of such failure to the Optionee shall automatically terminate this Agreement and all rights hereunder.

4. OPTIONOR OBLIGATIONS. Unless this Agreement shall terminate earlier in accordance with Section 3 of this Agreement, from the date hereof,

(i) Optionor will maintain the Property in its current condition, normal wear and tear excepted;

(ii) Optionor will obtain and maintain commercially available insurance coverage on the Property;

(iii) Optionor will work with Optionee to maintain the existing permits relating to the Property, and will cooperate with Optionee in working with county, state, and federal regulators to obtain any permit modifications or new permits reasonably necessary for the Optionee’s processing plans;

(iv) Optionor will have the right to use the Property for any purpose which does not conflict with Optionee’s processing plans, including but not limited to, testing, removing, and/or selling previously stacked and leached material or any another material on or near the Property, or any other activity that does not increase the reclamation liability; and

(v) Optionor will pay all costs associated with ownership and maintenance of the Property, and all costs associated with permits, as detailed in Exhibit D3 of the American Flat Net Lease Agreement (the “Carrying Costs”). Optionee shall reimburse the Optionor for all the Net Lease Maintenance Costs in accordance with Section 3 above. Optionee will pay statutory fees for any of the permits held in Optionee’s name directly to the appropriate Federal, State, and County agencies.

(vi) Optionor will make its professional staff available to assist Optionee at reasonable times and upon reasonable notice, subject to prior commitments. Optionor will invoice this time to Optionee at cost, without profit mark ups, but with actual employee benefit burden included in the cost.

5. EXCLUSIVITY OF OPTION. This Agreement is exclusive and non-assignable and exists solely for the benefit of the named parties above. Should Optionee attempt to assign, convey, delegate, or transfer this option to lease without the Optionor’s express written permission, any such attempt shall be deemed null and void.

6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS

6.1 The parties are executing this Agreement voluntarily and without any duress or undue influence. The parties have carefully read this Agreement and have asked any questions needed to understand its terms, consequences, and binding effect and fully understand them. The parties have sought the advice of an attorney of their respective choice if so desired prior to signing this Agreement.

6.2 Optionor and Optionee agree that Optionor can continue to use the American Flat Property for any lawful purpose from the Effective Date until this Option is exercised, so long as the current facilities remain available for Optionee’s use under this Agreement. In the event that Optionor continues to use the Property after the Effective Date, Optionor shall be liable for any non-routine damage to the Property caused by Optionor.

6.3 Optionor and Optionee agree that, subsequent to the Effective Date, they will work together, in consultation with the regulatory agencies, to timely bifurcate any permits, such as the Reclamation Permit, Air Quality permit, and any others that include aspects relating to both the American Flat Property subject to this Agreement and the Lucerne Properties covered by the Membership Interest Purchase Agreement, or to leave the permits as-is, so long as Optionee can operate according to its plans on the Lucerne Properties, and Optionor can operate as it sees fit on the American Flat property, until such time as this Option is exercised.

6.4 In the event that the Option is exercised, the parties agree they will work together to allocate the current reclamation bond, covering the existing reclamation liability between the Lucerne Properties and the American Flat Property.

6.5 Optionor agrees that if an event occurs with respect to the American Flat Property that results in an insurance claim (an “Insurance Event”), funds received from such claim will be applied towards restoring the American Flat Property as it was prior to the Insurance Event. Optionor shall continue to maintain insurance coverage against loss on the Property that Optionor determines to be commercially reasonable. Optionor shall be solely responsible for any insurance deductible expense and any and all damage which exceeds the scope of insurance coverage.

6.6 Optionor agrees for a period of three years from the Effective Date, it shall not to sell or otherwise dispose of any or all of the American Flat property, facilities, or equipment.

6.7 Optionor agrees, beginning from the Effective Date, it shall not pledge, directly or indirectly, the American Flat Property assets as surety for any obligation.

6.8 Optionor agrees that, after three years from the Effective Date, unless the Option has been exercised, if it were to receive a genuine, bon-fide, unconditional cash offer to acquire some or all of the process facility assets from a third-party that it is prepared to accept, it shall immediately advise Optionee in writing (enclosing a copy of the offer), giving Optionee at least 90 days in which to match that offer (a right of first refusal). During such 90 day right of first refusal period, Optionee may elect to exercise the Option. In the event that Optionee elects not to exercise its right of first refusal or the Option, subject to the terms of this Agreement, Optionor shall be entitled to accept the third-party offer. For the avoidance of any doubt, any contemplated sale of all the process facility assets to a third-party shall include provisions that require the third-party to recognize and honor the terms of this Agreement in its entirety, and agree to execute an agreement or deed of assignment with Optionee to ensure the terms of the Agreement shall be enforceable.

6.9 Optionor and Optionee agree that Optionor is the exclusive owner of any residual leached materials, mine dumps and tailings currently on the Property, along with the reclamation liability for those materials. Optionor may, at any time, reprocess, remove, or reclaim these materials to and thereby reduce its reclamation liability, with no compensation to Optionee.

6.10 Optionor makes no representation or warranty, express or implied, to any matter whatsoever relating to the Property or any other matter, including as to (i) merchantability or fitness for any particular use or purpose, (ii) any proposed processing or other business or operations, (iii) the adequacy of the existing permits for the operations planned by Optionee; (iv) the likelihood of governmental authority or regulatory approval of any proposed mining, processing or other business or operations or (v) the probable success or profitability of any proposed mining, processing or other business or operations;

6.11 Optionee represents that it has sufficient experience in the mining of ores and processing methods similar to its planned use for the Property, and agrees that: (i) in making its decision to enter into this Agreement, Optionor has relied solely on its own investigation and the express representations of Optionor made in this Agreement; (ii) it has examined the data from previous operations of the facility by Optionor; (iii) it has reviewed the permits held by Optionor relating to the Property; and (iv) it has inspected the American Flat Property and is satisfied with its current condition.

7. GOVERNING LAW AND VENUE. This Agreement shall be governed, construed and interpreted by, through and under the Laws of the State of Nevada. The parties further agree that the venue for any and all disputes related to this Agreement shall be Storey County, Nevada.

8. ENTIRE AGREEMENT. This document and the American Flat Net Lease Agreement set forth the entire agreement and understanding between the parties relating to the subject matter herein and supersedes all prior discussions between the parties. This agreement may only be amended by an instrument in writing signed by both Parties. No waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged.

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[Signatures on following page.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

COMSTOCK MINING INC.

By: ______________________

Name: Corrado DeGasperis

Title: Executive Chairman, President and CEO

TONOGOLD RESOURCES, INC.

By: ______________________

Name: Mark Ashley

Title: Chief Executive Officer

LEASE OPTION ADDENDUM EXHIBIT

American Flat Net Lease Agreement

This American Flat Net Lease Agreement (this “Agreement”) is made and entered into by and between Comstock Mining Inc., a Nevada corporation, and Comstock Mining LLC, a Nevada limited liability company.

RECITALS



A.	Comstock Mining Inc. (“Comstock”) is the owner of and in possession of certain real estate, residual materials including ores, heap leaching pads, crushing and stacking equipment, and Merrill-Crowe processing facilities located in Storey County, Nevada and described in Exhibits D1 and D2, and shown in Figure D1 (the “Property”) attached to and by this reference incorporated in this Agreement.



B.	Comstock, Comstock Mining LLC (the “Company”), and Tonogold Resources Inc (“Tonogold”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”), dated January 24, 2019 whereby Comstock sold its membership interest in the Company to Tonogold.
C.	Comstock desires to lease the Property to the Company and the Company desires to lease the Property from Comstock, subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of their mutual promises, the parties agree as follows:

ARTICLE 1

NET LEASE


1.1	Definitions. The following defined terms, wherever used in this agreement, shall have the meanings described below:


(a)	“Lease Date” shall mean _________, 2019.


(b)	“Lessor” shall mean Comstock Mining Inc.


(c)	“Lessee” shall mean Comstock Mining LLC.


(d)	“Carrying Costs” shall mean the total direct and indirect costs and expenses incurred by Lessor that are associated with owning and maintaining the Property for eventual use by Lessee, as described in Exhibit D3 of this Agreement.


(e)	“Lucerne Properties” shall have the same meaning as defined in the Purchase Agreement.


(f)	“Ore” shall mean materials produced from the Property, the nature and composition of which, in the sole judgment of Lessee justifies either (i) mining or removing from place and shipping and selling the same, or delivering the same to a processing plant for physical or chemical treatment; or (ii) leaching in place.


(g)	“Product” shall mean: (i) all Ore shipped and sold prior to treatment; and (ii) all metals, minerals, concentrates, and precipitates produced by Lessee from Ore.


(h)	"Ton" shall mean a unit of weight equal to 2,000 pounds avoirdupois (907.19kg).

1.2 Lease. The Lessor grants to the Lessee an exclusive Agreement to lease the Property for processing Ore. The Agreement has two distinct phases: Production, and Reclamation. Subject to the terms and conditions of this Agreement, so long as all conditions of the Agreement are met, and to the extent permitted by applicable federal, state and local laws regulations and ordinances, Lessor agrees to lease the Property to Lessee for the purposes of producing valuable metal and other mineral substances and products from ore-bearing materials and rocks of every kind.

1.3 Uses. Lessee is granted the right, insofar as Lessor may lawfully grant the right, to use the Property, including but without being, limited to, the full right, authority and privilege of constructing, erecting, maintaining, and using all buildings, structures, plants, roadways, pumps, pipelines, electrical power lines and facilities, stockpiles, waste plies, heap leach pads, tailings ponds and facilities, settling ponds, and all other improvements, property and fixtures for beneficiating, concentrating, smelting, extracting, leaching (in place or otherwise), refining and shipping of Ores, minerals or Product, or for any incidental activities, whether presently contemplated or known to be used in the extraction, production or processing of minerals.

1.4 Term. The Agreement is effective commencing on the Lease Date, and expiring (if not terminated previously) on the 20^th anniversary of the Lease Date. Once the Production phase begins, the lease will continue in effect past the expiration date, until the Reclamation phase is complete. However terminated, Lessee’s obligation for reclamation relating to its activities on the American Flat property will continue until all reclamation is complete to the satisfaction of the applicable County, State, and Federal regulators.

(a)The Production phase begins on the Lease Date. On the Lease Date, Lessee shall have delivered notice to Lessor that it intends to exercise the Lease Option, and the first quarterly Fixed Rate Payment (as defined below) to Lessor. Following the receipt of the first quarterly Fixed Rate Payment, the parties will work together, with the objective of Lessor providing Lessee with knowledge of the operating procedures and protocols for operating the facility. During the Production phase:

(i) Lessee will assume full operation control of the Property, and will maintain and operate the facility using industry best practices;

(ii) Lessee will pay Lessor a lease payment of $1,000,000 per year, payable quarterly in advance (the “Fixed Rate Payment”) subject to adjustment as provided in clause 1.5 (b) of this Agreement, plus $1 per ton for any ore processed, payable quarterly in arrears (the “Variable Rate Payment”) subject to adjustment as provided in clause 1.5(c) of this Agreement, and will continue to pay the Carrying Costs;

(iii) Lessee will be responsible for all capital costs for any refurbishment, upgrades, and expansions of the processing facility reasonably required, in its sole discretion, to achieve its processing plan;

(iv) Lessee will operate the facility and will pay all associated operating costs and overhead; and

(v) Lessor remains liable for the reclamation associated with the American Flat facility as of the Lease Date (the “Current Liability”) and Lessee will assume liability for any modifications to or expansions of the facility and for additional material stacked, stockpiled, or otherwise moved onto the American Flat property (the “Additional Liability”).

For clarity, during the Production phase, Lessor is granting Lessee the exclusive right to construct leach pads, waste dumps, stockpiles, ponds, and other infrastructure anywhere on the Property that Lessee determines is necessary in order to carry out its operations, at its own expense, and in compliance with all applicable County, State, and Federal laws and regulations. Lessee will be responsible for the reclamation of all added construction and infrastructure, and will maintain bonds with the appropriate agencies in an amount adequate to cover the entire cost of such Additional Liability reclamation.

Lessee shall grant Lessor reasonable access to the Property in order for Lessor to be satisfied that Lessee is operating the facilities in a safe and environmentally responsible manner.

For the sake of clarity, the Fixed rate will be payable on a continuous basis, whether or not Lessee has any production during any given quarter. Subject to clauses 1.5(b) and 1.5(c) of this Agreement, the Fixed Rate and Variable Rate Payments will continue through the end of the quarter in which Lessee ceases operating the plant, after notifying Lessor at least three months in advance of its intent to cease operations (the “Shutdown Notice”).

(b)

The Reclamation phase begins when Lessee ceases operating the plant after giving the Shutdown Notice, and will continue until all reclamation is complete to the satisfaction of all applicable County, State, and Federal regulators, and Lessee provides evidence, satisfactory to Lessor, that all reclamation due to Lessee’s operations is complete and the applicable bonds have been released. During the Reclamation phase,

(i) Lessee will continue to pay the Carrying Costs;

(ii) Lessor and Lessee will negotiate what portions of the Plant and Property will be fully reclaimed, and which portions Lessor wishes to leave in place for possible future operations;

(iii) Lessee will pay all costs for reclamation due to its activities, except for any portions of the infrastructure the parties have agreed to leave in place; and

(iv) Lessor will pay all costs for reclamation due to its previous operations as of the Lease Date, or will defer its share of the reclamation in anticipation of future opportunities, in its sole discretion.

Any additions to the physical plant that are not fixed and are capable of being removed shall be removed by Lessee during the Reclamation phase, unless otherwise agreed by the parties. After reclamation is complete, any remaining infrastructure becomes the property of Lessor, with no compensation due to Lessee. Any stockpiled or leached or otherwise processed material remaining on the property also becomes the property of Lessor.

1.5 Payments. Lessee shall make the following payments to Lessor.

(a)Carrying Costs. During all phases of the Agreement, the Carrying Costs paid by Lessor will be invoiced to the Lessee monthly, and shall be due upon receipt.

(b)Fixed Rate. The Fixed Rate Payment lease payment shall be paid at the rate of $250,000 quarterly, in advance, beginning on the Lease Date and continuing through the end of the quarter in which the Shutdown Notice is given, or the end of the quarter during which the aggregate cumulative amount of the Fixed Rate Payments plus Variable Rate Payments received by Lessor from Lessee equals $25,000,000, whichever comes first.

(c)Variable Rate. As provided in Section 1.4(a) of this Agreement, the initial Variable Rate Payment shall be $1 per ton, payable quarterly in arrears. Commencing on the date that the aggregate cumulative amount of the Fixed Rate Payments plus Variable Rate Payments received by Lessor from Lessee equals $15,000,000 and thereafter, the Variable Rate Payments shall be reduced to $0.50 per ton (the "Adjusted Variable Rate Payment"). Commencing on the date that the aggregate cumulative amount of the Fixed Rate Payments plus all Variable Rate Payments received by Lessor from Lessee equals $25,000,000 and thereafter, the Variable Rate Payment shall be reduced to $0.25 per ton, but not less than $100,000 per quarter (the "Subsequent Variable Rate Payment").

(d)Method of Payment. All payments made by Lessee to Lessor shall be paid by wire transfer of immediately available funds to an account designated by Lessor.

(e)Audit. Lessor or its authorized agents shall have the right to audit and inspect Lessee’s accounts and records used in calculating the Variable Rate Payments, which right may be exercised as to each payment at any reasonable time during a period of ninety (90) days from the date on which the payment was made by Lessee. If no such audit is performed during such period, such accounts, records and payments shall be conclusively deemed to be true, accurate and correct. If it is determined that an overpayment or underpayment was made, neither Lessor nor Lessee will be required to make an additional payment or a refund, as applicable, but the overpayment or underpayment shall be corrected with the next quarterly payment.

(f)Penalties. Any amounts not timely paid shall draw interest at the rate of eighteen percent (18%) per annum on the unpaid balance from the due date until paid in full. After 60 days, Lessor may file a lien on the stacked ore, concentrates, precipitates, and dore on the Property.

1.6. Acceptance of Payments. The lease contemplated by this Agreement shall be deemed and construed to be a “net lease”, and, except as expressly provided to the contrary in this Agreement, all costs, expenses, charges, impositions and other payments of every kind and nature whatsoever relating to the Property, or the use, operation or maintenance thereof, which may arise or become due during or in respect of the lease Term shall be timely paid by Lessee, and Lessee assumes full responsibility for the condition, operation, repair, alteration, improvement, replacement, maintenance and management of the Property.

1.7 Relationship of the Parties.

(a) No Partnership: This Agreement shall not be deemed to constitute any party, in its capacity as such, the partner, agent or legal representative of any other party, or to create any mining partnership or other partnership or other partnership relationship, or fiduciary relationship between them for any purpose whatsoever.

(b) Competition: Except as expressly provided in this Agreement, each party shall have the free and unrestricted right independently to engage in and receive the full benefits of any and all business endeavors of any sort whatsoever outside the Property or outside the scope of this Agreement, whether or not competitive with the endeavors contemplated herein, without consulting the other or inviting or allowing the other therein. In particular, without limiting the foregoing, neither party to this Agreement shall have any obligation to the other as to any opportunity to acquire any money, property, interest or right offered to it outside the scope of this Agreement.

ARTICLE 2

REPRESENTATIONS, WARRANTIES AND AGREEMENTS

2.1 Lessor and Lessee agree that, subsequent to the Lease Date, they will work timely, in consultation with the regulatory agencies, to bifurcate any permits, such as the Reclamation Permit, Air Quality permit, and any others that include aspects relating to both the Property and the Lucerne Properties covered by the Purchase Agreement, or to leave the permits as-is, so long as the goal is met that Lessee can operate according to its plans on the Lucerne Properties, and Lessor can operate as it sees fit on the Property, until the Lease Date.

2.2 The parties agree they will work together to allocate the current reclamation bond, covering the existing reclamation liability between the Lucerne Properties and the Property, and to separately bond Lessee’s reclamation liability for its changes to the Property and its operations under this agreement.

2.3 Lessor agrees that if an event occurs with respect to the Property that results in an insurance claim (an “Insurance Event”), funds received from such claim will be applied towards restoring the Property as it was prior to the insurance event. Lessee shall be solely responsible for any insurance deductible expense and any and all damage which exceeds the scope of insurance coverage.

2.4 Lessor agrees not to sell or otherwise dispose of any or all of the Property until the Shutdown Notice is given.

2.5 Lessor agrees not to pledge, directly or indirectly, the Property as surety for any obligation.

2.6 Lessor makes no representation or warranty, express or implied, to any matter whatsoever relating to the Property or any other matter, including as to (i) merchantability or fitness for any particular use or purpose, (ii) any proposed processing or other business or operations, (iii) the adequacy of the existing permits for the operations planned by Lessee; (iv) the likelihood of governmental authority or regulatory approval of any proposed mining, processing or other business or operations or (v) the probable success or profitability of any proposed mining, processing or other business or operations;

2.7 Lessee represents that it has sufficient experience in the mining of ores and processing methods similar to its planned use for the Property, and agrees that: (i) in making its decision to enter into this Agreement, Lessor has relied solely on its own investigation and the express representations of Lessor made in this Agreement; (ii) it has examined the data from previous operations of the facility by Lessor; (iii) it has reviewed the permits held by Lessor relating to the Property; and (iv) it has inspected the Property and is satisfied with its current condition.

2.8 Lessor and Lessee agree that, once Lessee’s operating plans for the Property are complete, it will notify Lessor of any equipment being replaced as part of an upgrade to the facilities, or otherwise not useful to Lessee for its planned Operations. Lessor can then move the equipment to a location on the property that will not interfere with Lessee’s planned operations, or remove the un-needed equipment, at Lessor’s expense, for sale or use at another location.

2.9 Lessor and Lessee agree that Lessor is the exclusive owner of any residual leached materials, mine dumps and tailings currently on the Property, along with the reclamation liability for those materials. Lessor may, at any time during any phase of this agreement, reprocess, remove, or reclaim these materials and thereby reduce its reclamation liability, with no compensation to Lessee, provided that during the Production phase, these activities by Lessor shall not unreasonably interfere with Lessee’s operations on the Property.

ARTICLE 3

MISCELLANEOUS

3.1 Compliance with the Law: The exercise by Lessee of any rights, privileges, grants and uses under this Agreement shall conform at all times with the applicable laws and regulations of the state in which the Property is situated and the United States of America. Lessee shall be fully responsible for compliance with all applicable federal, state and local reclamation statutes, regulations and ordinances relating to such work, all at Lessee’s cost, and Lessee shall indemnify and hold harmless Lessor from any and all claims, assessments, fines and actions arising from Lessee’s failure to perform the foregoing obligations. Lessor agrees to cooperate with Lessee in Lessee’s application for governmental licenses, permits and approvals, the costs of which shall be borne by Lessee.

3.2 Operating Practices; Inspection of Data Reports; Insurance:

(a) Operations: Lessee shall conduct operations on the Property in a safe and environmentally responsible manner, in accordance with industry best practice.

(b) Inspection of Data: During the term of this Agreement, Lessor shall have the right to examine reports and data regarding the Property in Lessee’s possession during reasonable business hours and upon prior notice, provided, however, that the rights of Lessor to examine such data shall be exercised in a manner such that inspection does not unreasonably interfere with the operations of Lessee.

(c) Insurance: Lessee shall obtain and maintain all workers’ compensation insurance as required by state law, as well as liability insurance and policies of insurance against risks in amounts customarily obtained in similar mining operations and shall furnish Lessor proof of insurance prior to the commencement of any operations. Lessee shall, at Lessee’s expense, during the term of this Agreement and any extension thereof, obtain and maintain insurance which insures the Property for public liability in amounts not less than those set out by the State of Nevada and amounts reasonably satisfactory to Lessor, naming Lessor as an additional insured and protecting against all claims, demands, actions, suits or causes of action and judgments, settlements or recoveries, for bodily injury, death or property damage arising out of Lessee’s use or occupancy of or operations conducted upon the Property. Lessee agrees to provide Lessor with a certificate of insurance. The companies issuing such policies shall also be required to furnish the Lessor written notice thirty (30) days prior to cancellation, termination, or other change of any such insurance. The Lessor shall periodically review the level of the indemnification insurance and may require the amount of such insurance to be increased or decreased to reflect changes in risk exposure.

3.3 Reclamation and Bonding: The exercise by Lessee of any rights, privileges, grants and uses under this Agreement shall conform at all times with the applicable laws and regulations of the state in which the Property is situated and the United States of America. Lessee shall be fully responsible for compliance with all applicable federal, state and local reclamation statutes, regulations and ordinances relating to such work, all at Lessee’s cost, and Lessee shall indemnify and hold harmless Lessor from any and all claims, assessments, fines and actions arising from Lessee’s failure to perform the foregoing obligations.

Bonding: Lessee is required to carry bonding for the Additional Liability in the amount determined by regulatory authorities for each area to be bonded. Lessee may qualify for self-bonding if the Lessee meets the requirements of C.F.R. Title 30 § 800.23 and any additional requirements in the State or Federal program. Alternatively, Lessee may support its mine reclamation bonding requirements through third-party bonding facilities.

3.4 Production Records: Lessee shall keep accurate records of the sale or shipment of Product from the Property, and these records shall be available for inspection and copying by Lessor at all reasonable times.

3.5 Liens and Notices of Non-Responsibility: Lessor and Lessee agree to keep the Property at all times free and clear of all liens, charges and encumbrances of any and every nature and description done, made or caused by them, and to pay all indebtedness and liabilities incurred by or for them which may or might become a lien, charge or encumbrance against the Property before such indebtedness or liability shall become a lien, charge or encumbrance.

3.6 Real Property Taxes: Lessor shall pay promptly, before delinquency, all taxes and assessments, general, special, ordinary and extraordinary, that may be levied or assessed during the term of the Agreement, and upon the Property then remaining subject to this Agreement. Such tax payments will be invoiced to Lessee as part of the Carrying Costs to be reimbursed. Neither Lessor nor Lessee shall be responsible for the payment of any such taxes which are based upon revenues income or production from the Property assessed solely to the other party. Lessee always shall have the right to contest, in the courts or otherwise, in its own name or in the name of Lessor, the validity or amount of any such taxes or assessments if it deems the same unlawful, unjust, unequal or excessive, or to take such other steps or proceedings as it may deem necessary to secure a cancellation, reduction, readjustment or equalization thereat before it shall be required to pay the same.

Delivery of Tax Notices: If Lessee receives tax bills or claims which are Lessor’s responsibility, Lessee shall promptly forward them to Lessor for appropriate action.

3.7 Inspection: Lessor, or Lessor’s duly authorized representatives, shall be permitted to enter on the Property, and the processing facilities thereon at all reasonable times for the purpose of inspection. Lessor shall have the right to take samples of material from the Property for the purpose of assuring proper and accurate determination and payment of the Tonnage Charge, but it shall enter on the Property at its own risk, and in such a manner as not to unreasonably hinder, delay or interfere with the operations of Lessee. Lessor shall indemnify and hold Lessee harmless from any and all damages, claims or demands arising out of injury to Lessor, Lessor’s agents or representatives, or any of them, on the Property or on the approaches thereto.

3.8 Termination by Lessor: In the event of any default or failure by Lessee to comply with any of the covenants, terms or conditions of this Agreement, Lessor shall give Lessee written notice of the default, specifying details of the same. If such default is not remedied within thirty (30) days after receipt of the notice, then this Agreement shall be deemed canceled and terminated effective on the thirtieth (30th) day after the receipt of the notice.

3.9 Termination: Lessee may at any time terminate this Agreement by giving written notice to Lessor. If during the Production phase of the lease, the notice must be given in the form described as the Shutdown Notice. On or promptly after delivery of the notice of termination, Lessee shall execute and deliver to Lessor a written release of this Agreement in proper form for recording. If Lessee terminates this Agreement, Lessee shall still be required to pay any Fixed Rate and Variable Rate charges and Carrying Costs which accrued prior to the termination date, which shall be the date Lessee’s notice is delivered. On expiration, termination or surrender of this Agreement, Lessee shall return the Property, or any part of the Property surrendered, in a state of compliance with applicable laws, regulations and ordinances of any governmental agency or authority having jurisdiction of the Property. If Lessee’s compliance is incomplete at such time, Lessee shall diligently take the actions necessary to complete compliance.

3.10 Removal of Equipment: Lessee shall have six (6) months after termination of this Agreement to remove from the Property all buildings, structures and equipment placed on the property by Lessee, and to restore or diligently act to restore the Property to an environmentally acceptable state as may be required by local, state or federal authorities. Any buildings, structures or equipment, including personal property, remaining on the Property after the time described in this Section shall be deemed to be owned by Lessor with no further action or the part of the parties.

3.11 Data: Upon termination of this Agreement, Lessor shall have the right to request a copy of all reports and data regarding the Property in Lessee’s possession at the time of termination. Lessee agrees that it will, within thirty (30) days after receipt of a written demand by Lessor, deliver to Lessor a copy of all such reports and data. Lessee shall have no liability on account of any such information received or acted on by Lessor or any other party to whom Lessor delivers such information.

3.12 Confidentiality: The data and information, including the terms of this Agreement, coming into the possession of Lessor by virtue of this Agreement, shall be deemed confidential, and shall not be disclosed to outside third parties except as may be required to publicly record or protect title to the Property, or to publicly announce and disclose information under the laws and regulations of the United States, any state or local government or any country, or under the rules and regulations of any stock exchange on which stock of any party, or the parent or affiliates of any party, is listed. Lessor agrees, with respect to any public announcements (other than those exceptions set forth in the preceding sentence), including the announcement of the execution of this Agreement, if any, to inform Lessee of the contents of the announcement or disclosure in advance of its intention to make such announcement in sufficient time to permit Lessee to jointly or simultaneously make a similar public announcement or disclosure if the other party so desires, except that in the event any party anticipates selling or assigning all or a portion of its interest or negotiations to procure loans from third parties are undertaken, such party shall have the right to furnish information to the party to whom such conveyance or assignment is anticipated, or with whom such negotiations or cans are under-taken, upon obtaining from such party art agreement to hold confidential any information so furnished. Nothing in this Agreement shall limit or restrict the right of Lessee to provide, deliver or release to parent companies, companies with a common parent, subsidiary companies, affiliated or related companies and/or coventurers the data and information, including the terms of this Agreement, coming into the possession of Lessee by virtue of this Agreement.

3.13 Notices: All notices shall be in writing to the applicable address set forth below and shall be given by personal delivery or recognized international overnight courier. All notices shall be effective and shall be deemed delivered on the date of delivery if delivered before 5:00 p.m. local destination time on a business day, otherwise on the next business day after delivery. Each party will send a copy of their notice by email, as a courtesy, but the notice will not be valid until delivered in writing. Any notice delivered by email shall only be deemed to be official notice hereunder if the Party receiving such email confirms receipt in writing.



	Each party may change its address from time to time by notice given in the manner described above

3.14 Binding Effect of Obligations: This Agreement shall be binding upon and inure to the benefit of the respective parties and their heirs, successors and assigns.

3.15 Whole Agreement: The parties agree that the whole agreement between them is written in this Agreement, and in a memorandum of agreement of even date which is intended to be recorded. There are no terms or conditions, express or implied, other than expressly stated in this Agreement. This Agreement may be amended or modified only by an instrument in writing, signed by the parties with the same formality as this Agreement.

3.16 Governing Law: This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada.

3.17 Multiple Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute the same Agreement.

3.18 Severability: If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law of the United States or any state, the validity of the remaining portions or provisions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid.

3.19 Bankruptcy or Insolvency Proceedings by Lessee: If Lessee be adjudged bankrupt or insolvent, or shall make an assignment for benefit of creditors, this Agreement shall thereupon immediately terminate, and it being further understood and agreed that this Agreement shall not be assignable by any process of law, nor be treated as an asset of Lessee in any bankruptcy or insolvency proceedings; nor shall it pass under the control of any trustee or assignee of Lessee by virtue of any proceedings in bankruptcy or insolvency, or under any assignment by Lessee for the benefit of creditors.

3.20 Assignment: Upon providing written notice to the other party in accordance with the terms of this Agreement, either party may assign its respective rights and obligations under this Agreement, provided that the assignee executes an assumption of all of the assignor’s obligations hereunder and agrees to be bound by all the terms and conditions of this Agreement. No such assignment shall in any way enlarge or diminish the right or obligations of Lessee or Lessor hereunder. Upon the assumption by the assignee of the assignor’s obligations, the assigning party shall be fully released from, and shall not be liable or responsible to the non-assigning party in any way for any duties, costs, payments or other liabilities or obligations that thereafter arise or accrue directly or indirectly under this Agreement. A fully executed memorandum of assignment in recordable form shall be provided to the non-assigning party by the assigning party.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Lease Date.




TONOGOLD RESOURCES, INC.

By:___________________________________
Name: Mark Ashley
Title: Chief Executive Officer

COMSTOCK MINING LLC

By:____________________________________
Name: Corrado DeGasperis
Title: Executive Chairman, President and CEO

COMSTOCK MINING INC.

By:_______________________________________
Name: Corrado DeGasperis
Title: Executive Chairman, President and CEO

Exhibit D1 – “Properties”

(American Flat Net Lease Agreement)

The following patents, fee land, and unpatented mining claims are included in the American Flat Net Lease Agreement, and are shown in Figure D1, below.



D1.1: CMI-Owned Properties Included in Lease Option

Parcel No	Description	Current Owner	TYPE	Acres	County	NSR %	Royalty Owner
004-331-08	Texas	Comstock Mining LLC	Fee	37.5	Storey	0%	None
004-331-19	Baltimore Patent Homesite	Comstock Mining LLC	Fee	9.0	Storey	0%	None
004-331-22	Salzwimmer 79 Acres	Comstock Mining Inc.	Fee	77.9	Storey	0%	None
004-331-27	Salzwimmer House & "Barn"	Comstock Mining Inc.	Fee	11.0	Storey	0%	None
004-331-28	Salzwimmer House & "Barn"	Comstock Mining Inc.	Fee	3.5	Storey	0%	None
004-331-36	American Flat Process Site	Plum Mining Co LLC	Fee	77.0	Storey	0%	None
004-331-37	American Flat Process Site	Plum Mining Co LLC	Fee	4.7	Storey	0%	None
004-331-40	Texas	Comstock Mining LLC	Fee	150.0	Storey	0%	None
016-091-33	Texas	Comstock Mining LLC	Fee	32.8	Lyon	0%	None
800-002-06	Baltimore Patent Pcl 1	Comstock Mining LLC	Patent	9.0	Storey	0%	None
800-002-10	Ledge No 2	Comstock Mining Inc.	Patent	14.5	Storey	0%	None
800-002-14	Baltimore Patent Pcl C	Comstock Mining LLC	Patent	1.4	Storey	0%	None
800-002-22	Baltimore Patent PCl 3	Comstock Mining Inc.	Patent	9.0	Storey	0%	None
800-002-38	Baltimore Patent Pcl 2	Comstock Mining LLC	Patent	8.9	Storey	0%	None
800-002-45	Baltimore Patent Pcl 4	Comstock Mining Inc.	Patent	7.5	Storey	0%	None

D1.2: CMI-Owned Unpatented Claims Included in Lease Option

BLM No	Description	Current Owner	TYPE	Acres	County	Underlying NSR %	Underlying Royalty Owner
NMC1105470	CMI Mill Site 1	Comstock Mining LLC	Mill	0.38	Storey	0	None
NMC1108961	MS 38 B	Comstock Mining LLC	Lode	1.82	Storey	0	None
NMC1108962	MS 38 C	Comstock Mining LLC	Lode	6.3	Storey	0	None
NMC1108963	MS 38 D	Comstock Mining LLC	Lode	3.67	Storey	0	None
NMC1108964	MS 38 E	Comstock Mining LLC	Lode	9.83	Storey	0	None
NMC871506	Comstock 129	Comstock Mining LLC	Lode	20.67	Storey	0	None
NMC871507	Comstock 130	Comstock Mining LLC	Lode	20.67	Storey	0	None
NMC871508	Comstock 131	Comstock Mining LLC	Lode	20.67	Storey	0	None
NMC871509	Comstock 132	Comstock Mining LLC	Lode	20.67	Storey	0	None
NMC871510	Comstock 133	Comstock Mining LLC	Lode	20.67	Storey	0	None
NMC871511	Comstock 134	Comstock Mining LLC	Lode	20.67	Lyon,Storey	0	None
NMC871512	Comstock 135	Comstock Mining LLC	Lode	20.67	Lyon,Storey	0	None
NMC871513	Comstock 136	Comstock Mining LLC	Lode	20.67	Storey,Lyon	0	None
NMC871514	Comstock 137	Comstock Mining LLC	Lode	20.67	Storey,Lyon	0	None
NMC871515	Comstock 138	Comstock Mining LLC	Lode	20.67	Storey,Lyon	0	None
NMC871516	Comstock 139	Comstock Mining LLC	Lode	14.36	Storey	0	None
NMC871517	Comstock 140	Comstock Mining LLC	Lode	18.33	Storey	0	None
NMC871518	Comstock 141	Comstock Mining LLC	Lode	20.67	Storey	0	None
NMC871519	Comstock 142	Comstock Mining LLC	Lode	20.67	Storey	0	None
NMC983374	Comstock Lode 121	Comstock Mining LLC	Lode	2.72	Storey	0	None
NMC983375	Comstock Lode 122	Comstock Mining LLC	Lode	17.93	Storey	0	None
NMC983376	Comstock Lode 123	Comstock Mining LLC	Lode	1.76	Storey	0	None
NMC983377	Comstock Lode 124	Comstock Mining LLC	Lode	20.66	Storey	0	None
NMC983379	Comstock Lode 126	Comstock Mining LLC	Lode	20.69	Storey	0	None
NMC983380	Comstock Lode 127	Comstock Mining LLC	Lode	14.49	Storey	0	None
NMC983381	Comstock Lode 128	Comstock Mining LLC	Lode	9.95	Storey	0	None
NMC983382	Comstock Lode 129	Comstock Mining LLC	Lode	2.42	Storey	0	None
NMC983383	Comstock Lode 130	Comstock Mining LLC	Lode	0.76	Storey	0	None
NMC983384	Comstock Lode 131	Comstock Mining LLC	Lode	1.65	Storey	0	None
NMC983385	Comstock Lode 132	Comstock Mining LLC	Lode	6.91	Storey	0	None
NMC983386	Comstock Lode 133	Comstock Mining LLC	Lode	15.84	Storey	0	None
NMC983387	Comstock Lode 134	Comstock Mining LLC	Lode	14.92	Storey	0	None
NMC983388	Comstock Lode 135	Comstock Mining LLC	Lode	20.67	Storey	0	None
NMC983389	Comstock Lode 136	Comstock Mining LLC	Lode	18.57	Storey	0	None
NMC983390	Comstock Lode 137	Comstock Mining LLC	Lode	20.67	Storey	0	None
NMC983391	Comstock Lode 138	Comstock Mining LLC	Lode	9.1	Storey	0	None
NMC983392	Comstock Lode 139	Comstock Mining LLC	Lode	20.67	Storey	0	None
NMC983393	Comstock Lode 140	Comstock Mining LLC	Lode	6.86	Storey	0	None

Figure D1 "American Flat Properties

Exhibit D2 – "American Flat Plant and Equipment"

(American Flat Net Lease Agreement)

Draft for discussion purposes.



Asset Category	Description 1	Description 2	Description 3

Building		Office Buildings - 1200 A,D-F
Building	1200 B	3-wide modular
Building	1200 B	modular installation	Priceless construction
Building	1200 B	modular skirting	Groves Manufactured Homes
Building	1200 C	Shop Facility
Building		Waste Storage Building	Added to back side of shop
Building		Warehouse	Upgrades to shop?
Building		Salzwimmer Building Improvement
Building		Plant Lighting
Building		Security Gates and Signs	process+office campus?
Building		Heating system	Merrill Crowe?
Building		Water Well	Blain, RL, Rain

F&F		CCD Security Camera System	plant+office
F&F		Other
F&F		Satellite	unclear
F&F		Communication system
F&F		Monitor Pro - by EHS

Water	Permit 76650		14.33 AF
Water	Permit 77679		6.00 AF
Water	Permit 82209	Gash Well-Now WS-4	4.00 AF
Water	Permit 82970	Gash Replacement Well WS-4	100.00 AF
Water	Storey County	Storey County Water Agreement	150.00 AF

Processing	Crush & Stack	Crusher
Processing		Crushing System
Processing		Crusher capacity improvements
Processing		Crusher HP Suspended Electromagnet
Processing		Crusher Feeder
Processing		Apron Feeder	Direct Force
Processing		Conveyor/Stacker	88
Processing		Conveyer Belt	Goodfellow
Processing		Grid Power @ Crusher & Process
Processing		20 FT Control Van
Processing		2007 Goodfellow Stat Conveyor
Processing		40 FT Gear Control Van
Processing	Leach Pads	Leach Pad	Coons and Mach 4
Processing		heap capacity improvements
Processing		Cells 6&7
Processing		Cells 8A
Processing		Cells 9
Processing		Cell 10	design only - engineering fees
Processing		Cells 11/12	design only - engineering fees
Processing	Ponds & Pumps	Ponds	Mach 4
Processing		Fresh Water Pond
Processing		Event Pond
Processing		Pond Liner	Comanco Environmental Corporation
Processing		93,000 Gallon Water Tank-Process Site	Water Well - Oct. 2012
Processing		8,000 Gallon Water Tank on Ophir Grade	Water Well
Processing		Bird Disks	Phoenix Plastics Inc
Processing		Bird Disks	Phoenix Plastics Inc
Processing		Barren Pump
Processing		Barren Pump
Processing		Polecat Evaporator	SMI Super Polecat 480V 25HP fan motor
Processing		Polecat Evaporator	SMI Super Polecat 480V 25HP fan motor
Processing		Polecat Evaporator	SMI Super Polecat 480V 25HP fan motor
Processing		Polecat Evaporator	SMI Super Polecat 480V 25HP fan motor
Processing		Polecat Evaporator	SMI Super Polecat 480V 25HP fan motor
Processing		Polecat Evaporator	SMI Super Polecat 480V 25HP fan motor
Processing	M-C	Merrill Crowe
Processing		Merrill Crowe Building	Expansion?
Processing		Merrill Crowe Capacity Upgrade
Processing		Merrill Crowe Clarifiers
Processing		Merrill Crowe DO Tower
Processing		Clarifiers
Processing		Processing Equipment
Processing		Filter Leaves	Scotia
Processing	Refinery	Furnace	Scotia

Vehicle	MT02	Fuel and Lube Truck	1998 KENWORTH T800
Vehicle	WT801	1992 GMC Water Truck
Vehicle		Water Truck	Western Star
Vehicle		2001 John Deere 310G 4X4 Loader/Backhoe	Richie Bros.
Vehicle	P14	Ford F350 Service Pickup w/ Utility Bed and tools	RocTech
Vehicle		RT740B Grove crane	Cashman
Vehicle		Cat TH460B Telehandler
Vehicle		Forklift	Hertz
Vehicle		2 Magnum Light Towers	Hertz
Vehicle		10,000 gal self erecting water tower	T.E. Bertagnolli
Vehicle		Kline Water Tank
Vehicle	P11	2000 Ford F250 4WD	Hertz
Vehicle	P13	1998 Chevy 4 X 4
Vehicle	P01	2004 Ford F-150 Pick-up - Blue
Vehicle		29' Conex Trailer	at pit?

Other		HPDE Pipe Welder	P&F Distributors 2
Other		RAM 28 BUTT Fusion Machine	HDPE Supply
Other		Generator - 3516 Genset (Model 3516)	Cashman 77
Other		Metallurgical Lab
Other		Met Lab
Other		Lab Equipment
Other		Lab Equipment
Other		Lab Oven
Other		Self Contained Shower unit	Quick Space 76
Other		Security System	plant, office, both?
Other		Weather Station
Other		Mine Communications Upgrade
Other		Environmental Monitoring System	TSI x

Exhibit D3 – “Estimated Costs”

(American Flat Net Lease Agreement)

The following estimated costs will be the responsibility of Lessee from the Effective Date of the Lease Option Agreement. The costs will be paid by Lessor, and will be invoiced to Lessee monthly. These costs are estimates only, for planning purposes. Lessee will pay the actual expenses incurred.



		Annual $	Notes
Property Tax
Real	3,489		Storey
Personal	168,529		Storey
Total Property Tax		172,017
Claim Fees
BLM	5,890
Storey Co	496
Lyon County	100
Total Claim Fees		6,486
Insurance		154,710	LP Insurance, estimated at 80% of total annual costs. Largest cost is environmental.
Reclamation Bond		129,080	Smith-Manus, estimated at 90% of total annual costs
Utilities		95,187	Propane, power, water
Consulting		21,500	Air Quality and Reclamation Bond work
Other		102,153	Maintenance and other
Total Estimated Costs		681,134

Storey County Water Annual Minimum		57,545
Less Consulting		(21,500)

Net Re-Occurring		717,179

Payroll (Excludes third-party technical/consultive support and payroll taxes/benefits)
Environmental & Safety Manager		138,000
Maintenance		100,000
External Relations		110,000
Professional Staff Assistance		As-needed	Invoiced at burdened payroll cost

Total Estimated Costs		1,065,179

Comstock Mining Closes on Lucerne Sale;
Receives Cash and Stock From Tonogold

Virginia City, NV (November 19, 2019) Comstock Mining Inc. (“Comstock” or the “Company”) (NYSE American: LODE) today announced the closing of the sale of the Lucerne mine to Tonogold Resources Inc. (“Tonogold.”)

Comstock Mining LLC and Tonogold Closing

Comstock and Tonogold have closed the sale of the controlling interests of the entity that owns the Lucerne mine by consummating a transaction, originally agreed upon earlier this year, that values Lucerne at over $25 million ($11.5 million in cash, $5.8 million in stock and over $7.4 million in assumed liabilities), since Comstock also retains a 1.5% NSR royalty on Lucerne’s future production plus more than $2.2 million in subsidized, annualized savings.

The Company received $1.7 million in cash today plus $300k in convertible preferred stock (“CPS”), bringing total 2019, cash and stock payments to $11.725 million. Tonogold now has a 50% membership interest in Comstock Mining LLC, the entity that owns the Lucerne mine assets. The remaining $5.575 million in cash owed represents a secured obligation of Tonogold with monthly payments starting in November 2019, through June 2020. Once paid, Tonogold will own 100% of Comstock Mining LLC, the owner and operator of the permitted Lucerne mine.

Comstock and Tonogold also executed a Lease-Option agreement to use the Company’s American Flat processing facilities for processing mineralized materials from the Lucerne mine. To maintain the option, Tonogold will reimburse the Company for all expenses related to owning and maintaining the facility. Once exercised, Tonogold will pay $1 million per year and $1 per ton for processing mineralized material, in addition to paying all operating and processing expenses. As announced on September 23^rd 2019, Tonogold has also been granted a renewable 10-year lease with rights to explore, develop and mine the Company’s mineral claims in Storey County.

Mr. Corrado De Gasperis, Executive Chairman and CEO stated, “Closing on the sale of Lucerne is a major milestone representing years of meaningful diligence and development, and now allows Tonogold to focus on the drilling and development of the Lucerne mine and Storey County mineral claims while Comstock turns its attention to developing our expansive, 100% owned mineral claims, specifically, the Dayton and Spring Valley exploration and development targets. Our debt is now down to $4.7 million, and declining every month.”

The Dayton resource area is the Company’s top wholly-owned exploration and development target. The Company is developing a new geological interpretation for an updated resource estimate. The new geological interpretation also drives a phased drilling program with higher potential for additional mineral resources that will be reported in a new, stand-alone technical report with a preliminary economic assessment (PEA) in the fourth quarter 2020.

Mr. De Gasperis, concluded, “The Lucerne sale has more than halved our debt and annual operating expenses. We are progressing the Dayton exploration and development plans, permitting our mercury remediation efforts and facilitating the sale of our non-mining assets in a manner that eliminates our debt and funds our 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 that is currently commercializing environment-enhancing, precious-metal-based technologies, products and processes for precious metal recovery. 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 Company’s goal is to grow per-share value by commercializing environment-enhancing, precious-metal-based products and processes that generate predictable cash flow (throughput) and increase the long-term enterprise value of our northern Nevada based platform.

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, acquisitions, investments and asset sales; future performance of and closings under various agreements; future changes in our exploration activities; future prices and sales of, and demand for, our products; future impacts of land entitlements and uses; future permitting activities and needs therefor; future production capacity and operations; future operating and overhead costs; future capital expenditures and their impact on us; future impacts of operational and management changes (including changes in the board of directors); future changes in business strategies, planning and tactics and impacts of recent or future changes; 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; the nature and timing of and accounting for restructuring charges and derivative liabilities and the impact thereof; contingencies; future environmental compliance and changes in the regulatory environment; future offerings of equity or debt securities; the possible redemption of debentures and associated costs; future working capital, costs, revenues, business opportunities, debt levels, cash flows, margins, earnings and growth.

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 our filings with the SEC 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 title to properties; potential dilution to our stockholders from our stock issuances and 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 businesses; permitting constraints or delays; decisions regarding business opportunities that may be presented to, or pursued by, us or others; the impact of, or the non-performance by parties under agreements relating to, acquisitions, joint ventures, strategic alliances, business combinations, asset sales, and investments to which we may be party; changes in the United States or other monetary or fiscal policies or regulations; interruptions in 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 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 or others; assertion of claims, lawsuits and proceedings; 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, the solicitation of an offer to buy or a recommendation with respect to any securities of the Company, the fund or any other issuer.

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