COMSTOCK MINING, INC.
COMMON STock PURCHASE AGREEMENT
This Common Stock Purchase Agreement (the “Agreement”) is entered into as of March __, 2021, by and between Comstock Mining, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and each of the persons or entities listed on Schedule A hereto under the heading “Purchasers” (each, a “Purchaser”).
R E C I T A L S
WHEREAS, the Company desires to issue and sell, and Purchasers desire to purchase and acquire, upon the terms and conditions set forth in this Agreement, common stock of the Company, $.000666 par value (“Company Common Stock”), as provided in this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows:
1.Agreement to Sell and Purchase; Offering
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(a) Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to each Purchaser and each Purchaser agrees, severally and not jointly, to purchase from the Company the respective shares of Company Common Stock (the “Shares”) listed on Schedule A. The per share purchase price payable by each Purchaser for the Shares shall be Four Dollars and 00/100 ($4.00) (the “Price Per Share”). The aggregate purchase price for the Shares for each Purchaser (the “Purchase Price”) shall equal the number of shares to be purchased and sold hereunder to such Purchaser multiplied by the Price Per Share. The Purchase Price for each Purchaser is listed on Schedule A.
(b) The offering and sale of the Shares (the “Offering”) is being made pursuant to (i) an effective Registration Statement on Form S-3A (File No. 333-229890), as such Registration Statement may be amended and supplemented from time to time (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), filed by the Company with the Securities and Exchange Commission (the “Commission”), including the prospectus contained therein dated March 7, 2019 (the “Base Prospectus”); and (ii) a Prospectus Supplement (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”) containing certain supplemental information regarding the Shares and the terms of the Offering that was delivered to each Purchaser and will be filed with the Commission. The Registration Statement and Prospectus, together with the documents incorporated by reference therein, are collectively referred to herein as the “Disclosure Package.”
2.Closing, Delivery and Payment
. The completion of the purchase and sale of the Shares shall take place by email exchange of documentation at 10:00 a.m., New York City time, on March 2, 2021 (the “Closing”) or at such other time as the Company and each Purchaser may agree. At the Closing, subject to the terms and conditions hereof, the Company or its transfer agent shall issue to each
Purchaser the Shares, registered in each Purchaser’s or its designee’s name, upon the payment of the Purchase Price with respect to such shares in immediately available funds by wire transfer to an account designated by the Company to such Purchaser, provided that, as may be agreed to among the Company and such Purchaser, such Purchaser shall not be required to fund the Purchase Price until it confirms receipt of evidence of the issuance of the Shares. The Shares shall be issued in book-entry form which will be transferred to the agreed upon broker and will be settled through a central clearing system, and the Company and/or its transfer agent shall provide each Purchaser with customary evidence of the issuance of the Shares.
3.Representations and Warranties of the Company
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The Company and any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary voting power (absolutely or contingently) for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by the Company and/or any of its other Subsidiaries (each, a “Subsidiary”) hereby represents and warrants to each Purchaser as of the date hereof as follows:
3.1 Organization, Good Standing and Qualification
. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Each Subsidiary of the Company is an entity that has been incorporated or organized and is validly existing in good standing under the laws of its jurisdiction of incorporation or organization. The Company and each of its subsidiaries (i) has full power and authority to own and operate its properties and assets, and to carry on its business as presently conducted, and (ii) is duly qualified, is authorized to do business and is in good standing as a foreign entity in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary; except, in the case of the foregoing clause (ii), where the failure to do so would not, in the aggregate, have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries taken as a whole.
3.2 Requisite Power and Authority
. The Company has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreement. All action on the Company’s part required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) general principles of equity that restrict the availability of equitable remedies.
3.3 Authorization; Binding Obligations
. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement for the sale and issuance of the Shares pursuant hereto has been taken or will be taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, moratorium, and other laws affecting creditors’ rights generally and subject further to general principles of equity. At the time of the Closing, the sale of the Shares will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. When issued in compliance with the provisions of this Agreement, the Shares will be validly issued, fully paid and nonassessable, and will be free of any preemptive or similar rights.
3.4 Compliance With Other Instruments
. The execution, delivery and performance of and compliance with this Agreement and the issuance and sale of the Shares pursuant hereto will not (i) conflict with, or result in a breach or violation of, or constitute a default under, or result in the creation or imposition of any law, regulation or stock exchange rule applicable to the Company, (ii) conflict with, or result in a breach or violation of, or constitute a default under (with or without notice or lapse of time or both), or result in the acceleration of, or the creation of any lien under, any material contract to which the Company or any of its subsidiaries is party or is bound or to which any of the property or assets of the Company or its subsidiaries are subject, or (iii) result in any violation, or be in conflict with or constitute a default under any term, of the Company’s Restated Articles of Incorporation or bylaws, as amended to date; except in the case of each of the foregoing clauses (i) and (ii), where such violations or defaults would not, in the aggregate, have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries taken as a whole.
3.5 Capitalization
. The authorized stock of the Company consists of 158,000,000 shares of Common Stock, par value $0.000666 per share, and 50,000,000 shares of Preferred Stock, par value $0.000666 per share. As of February 25, 2021, (the “Capitalization Date”), (a) 37,915,515 shares of Common Stock were issued and outstanding, (b) 1,938,800 shares of Common Stock were issuable in respect of settlement of any outstanding restricted share units, phantom shares, restricted stock or similar equity awards with respect to shares of Common Stock, and (c) no shares of Preferred Stock were issued and outstanding. As of the Capitalization Date, except as contemplated by the Offering or with respect to securities issued or issuable under existing equity compensation plans of the Company or the satisfaction of tax withholding with respect to the exercise of stock options or the vesting of awards of restricted share units, phantom shares, restricted stock or similar equity awards of the Company, there are no outstanding subscriptions, options, warrants, calls, convertible securities or other contracts relating to the issuance or repurchase of capital stock, or other equity interests of the Company to which the Company is a party, or by which it is bound, obligating the Company to (i) issue, transfer or sell or cause to be issued, transferred or sold, any shares of capital stock or other equity interests of the Company or any of its subsidiaries
or securities convertible into or exchangeable for such shares of capital stock or other equity interests, (ii) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or contract, or (iii) redeem or otherwise acquire any number of such shares of capital stock or other equity interests. Except as contemplated by the Offering, there are no voting trusts or other contracts to which the Company is a party with respect to voting or registration of the capital stock or other equity interests of the Company.
3.6 Consents and Approvals
. No consent, approval, authorization, order, registration, qualification or filing of or with any governmental authority having jurisdiction over the Company, any of its subsidiaries or any of its properties is required for the execution and delivery by the Company of this Agreement, the compliance by the Company with the provisions hereof and the consummation of the transactions contemplated herein.
3.7 SEC Reports
a.. The Company has filed all has filed or furnished all forms, documents and reports required to be filed or furnished by it with the Commission since July 20, 2010 (all such documents together with all other forms, documents and reports filed or furnished by the Company with the Commission, including the exhibits thereto and documents incorporated by reference therein, the “Company SEC Documents”) for the 12 months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) on a timely basis or has received a valid extension of such time of filing and has filed any such Company SEC Documents prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, and would not have or reasonably be expected to result in any limitation or prohibition on the Company’s ability to issue the Shares hereunder. As of their respective filing dates, or to the extent corrected by a subsequent amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the Company SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
3.9 Financial Statements
. The consolidated financial statements of the Company included in the Company SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent amendment). Such consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries taken as a whole as of and for the dates thereof and the results of operations and
cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial year-end audit adjustments.
3.10 Material Changes
. Since the date of the latest financial statements included within the Company SEC Documents, except as specifically disclosed in a subsequent Company SEC Document filed prior to the date hereof, (a) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries taken as a whole, (b) the Company has not incurred any material liabilities (contingent or otherwise) other than (i) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (ii) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (c) the Company has not altered materially its method of accounting or the manner in which it keeps its accounting books and records, (d) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (e) the Company has not issued any equity securities to any officer, director or affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Company SEC Documents and (f) there has not been any material change or material amendment to, or any waiver of any material right by the Company under, any material contract under which the Company or any of its subsidiaries is bound or subject.
3.11 Litigation
. There are no legal proceedings or orders outstanding or pending that (a) adversely affects or challenges the legality, validity or enforceability of any of this Agreement or the issuance of the Shares hereunder or (b) would, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole. During the past five years, neither the Company nor any Subsidiary, nor to the Company’s knowledge any director or officer thereof, is or has been the subject of any legal proceedings involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Company’s knowledge there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. During the past five years, the Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act.
3.12 Compliance
. Neither the Company nor any of its subsidiaries (a) is in violation of any governmental or court order, or (b) is in violation of, or in receipt of written notice that it is in
violation of, any law applicable to the Company or any of its subsidiaries, except in each case as would not, individually or in the aggregate, have or reasonably be expected to result in a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries taken as a whole.
3.13 Investment Company
. The Company is not, and is not an affiliate of, and immediately after receipt of payment for the Shares, will not be or be an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act of 1940, as amended.
3.14 Listing and Maintenance Requirements
. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to terminate the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received written notice from the New York Stock Exchange (“NYSE”) to the effect that the Company is not in compliance with the listing or maintenance requirements of the NYSE. The Company is in compliance with all listing and maintenance requirements of the NYSE on the date hereof and the issuance of the Shares will not violate any such listing or maintenance requirements.
3.15 Limitation on Issuances and Registrations. From the date hereof until sixty (60) days after the date hereof, neither the Company nor any Subsidiary of the Company shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Company Common Stock or any securities of the Company or any of the Company’s Subsidiaries which would entitle the holder thereof to acquire at any time Company Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Company Common Stock Common Stock (“Common Stock Equivalents”) or (ii) file any registration statement or any amendment or supplement thereto, in each case other than as contemplated by this Agreement.
3.16 Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement
Period such Purchaser shall sell any shares of Company Common Stock to any Person and that any such decision to sell any shares of Company Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.
4.Representations and Warranties of Each Purchaser
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Each Purchaser hereby represents and warrants to the Company as follows:
4.1 Requisite Power and Authority
. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreement. All action on such Purchaser’s part required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation of such Purchaser, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) general principles of equity that restrict the availability of equitable remedies.
4.2 Investment Representations
. Such Purchaser understands that the Shares are being offered and sold based in part upon such Purchaser’s representations and warranties as follows:
(a) The Shares to be purchased by such Purchaser hereunder will be acquired for such Purchaser’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities laws.
(b) Such Purchaser represents that by reason of its, or of its management’s, business or financial experience, such Purchaser has the capacity to evaluate its investment in the Shares and the transactions contemplated in this Agreement. Nothing in this Agreement, the Disclosure Package or any other materials presented to such Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares. Such Purchaser is not a corporation, trust or partnership specifically formed for the purpose of consummating these transactions.
(c)The amounts to be paid by such Purchaser to the Company in respect of the Purchase Price are not, and will not be, directly or indirectly, derived from activities that may contravene federal, state or foreign laws and regulations, including anti money laundering and terrorist financing laws and regulations, and, to the best of such Purchaser’s knowledge, neither (i) such Purchaser, nor (ii) any person or entity for which such Purchaser is acting as agent or nominee in connection with this Agreement is located in a country or territory, or is an individual or entity named on any list administered by the U.S. Treasury Department’s Office of Foreign Assets
Control (“OFAC”), nor is any such person or entity prohibited (nor will they be prohibited) from investing in the Company under any OFAC administered sanctions or embargo programs. The Company reserves the right to request such information as is necessary to verify the identity of such Purchaser or any individual or entity having signatory or other similar authority over such Purchaser with respect to this Agreement and the transactions contemplated hereby, and may seek to verify such identity and the source of funds for the Purchase Price.
(d) Such Purchaser represents that (i) such Purchaser is an accredited investor with extensive expertise and experience in financial and business matters and in evaluating public companies and purchasing and selling their securities; (ii) such Purchaser has conducted and relied upon its own due diligence investigation of the Company and its own in-depth analysis of the merits and risks of the purchase of the Shares in making its investment decision and has not relied upon any information provided by Noble Capital Markets, Inc., the Company’s placement agent (the “Placement Agent”), or any investigation of the Company conducted by the Placement Agent; and (iii) such Purchaser agrees that the Placement Agent shall have no liability to such Purchaser in connection with its purchase of the Shares.
5.Public Announcements
. Except as may be required by applicable law, prior to the public announcement by the Company of this Agreement or the purchase of the Shares contemplated hereby, no Purchaser shall make any public announcements or otherwise communicate with any news media with respect to this Agreement or the purchase of the Shares contemplated hereby, without prior consultation with the Company as to the timing and contents of any such announcement or communications. On or before 9:00 a.m., New York City time, on the trading day immediately following the date hereof, the Company shall issue a press release (the “Press Release”) reasonably acceptable to the Purchasers disclosing all material terms of the transactions contemplated hereby and any other material, nonpublic information that the Company may have provided the Purchasers at any time prior to the issuance of the Press Release. As of the time of the issuance of such Press Release, no Purchaser shall be in possession of any material, nonpublic information concerning the Company and its subsidiaries received from the Company, any Subsidiary or any of their respective officers, directors, employees or agents. In addition, effective upon the issuance of such Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement entered into in connection with the transactions contemplated hereby, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, agents, employees or affiliates on the one hand, and any Purchaser or its affiliates, agents, or investment advisers, on the other hand, shall terminate. The Company and the Purchasers shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and the Company shall not issue any such press release nor otherwise make any such public statement with respect to the transactions contemplated hereby, without the prior consent of the Purchaser, which consent shall not unreasonably be withheld or delayed; provided, however, that the Company shall be entitled, without the prior approval of the Purchaser, to make any press release or other public disclosure with respect to such transactions as is required by applicable law or the rules and regulations of the NYSE. Without the prior consent of any applicable Purchaser, the Company shall not publicly disclose the name of such Purchaser, any affiliate of such Purchaser, or any investment adviser of any Purchaser or in any filing, announcement, release or otherwise, unless such disclosure is required by applicable law or the rules and regulations
of the NYSE, provided that, to the extent such disclosure is required by law or court order or process, or the rules and regulations of the NYSE, the Company shall provide the Purchasers with prior written notice of such disclosure.
6.Listing of Shares
. In the time and manner required by the NYSE, the Company shall take all steps necessary to cause all of the Shares to be issued pursuant to this Agreement to be approved for listing on the NYSE, subject only official notice of issuance, and shall maintain such listing so long as any Purchaser holds such Shares.
7.Conditions of Closing of the Company
. The obligation of the Company to consummate the sale of the Shares to each Purchaser is subject to the fulfillment (or waiver by the Company) on or prior to the Closing of each of the following conditions:
(a) Each representation and warranty made by each Purchaser in
Section 4 above shall be true and correct as of the Closing as though made as of the Closing. By accepting the Shares to be issued to such Purchaser and delivering the Purchase Price therefor, each Purchaser shall be deemed to have reaffirmed such representations and warranties as of the Closing.
(b) All covenants, agreements and conditions contained in this Agreement to be performed or complied with by each Purchaser on or prior to the Closing shall have been performed or complied with by it in all material respects.
(c)No stop order suspending the effectiveness of the Registration Statement or any part thereof, or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act, shall have been initiated or threatened by the Commission, and no objection shall have been raised by the NYSE with respect to the consummation of the transactions contemplated by this Agreement.
8.Conditions of Closing of Each Purchaser
. The obligations of each Purchaser to consummate the purchase of the Shares is subject to the fulfillment (or waiver by such Purchaser) on or prior to the Closing of each of the following conditions:
(a) Each representation and warranty made by the Company in
Section 3 above shall be true and correct as of the Closing as though made as of the Closing. By delivering the Shares to be issued to such Purchaser and accepting the Purchase Price therefor, the Company shall be deemed to have reaffirmed such representations and warranties as of the Closing.
(b) All covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Company on or prior to the Closing shall have been performed or complied with by it in all material respects. By delivering the Shares to be issued to such Purchaser and accepting the Purchase Price therefor, the Company shall be deemed to have
affirmed compliance with all covenants, agreements and conditions contained in this Agreement to be performed or complied with by it in all material respects on or prior to the Closing.
(c)No governmental authority shall have issued any order, decree or ruling, and no law shall be in effect, enjoining, restraining or otherwise prohibiting any of the transactions contemplated hereby.
(d) No stop order suspending the effectiveness of the Registration Statement or any part thereof, or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act, shall have been initiated or threatened by the Commission, and no objection shall have been raised by the NYSE with respect to the consummation of the transactions contemplated by this Agreement.
(e) Purchasers shall have received the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).
9.Termination
. This Agreement may be terminated at any time prior to the Closing (a) by mutual written consent of the Company and a Purchaser; (b) by either the Company or a Purchaser, if any governmental authority issues an order, decree or ruling or has taken any other action permanently enjoining, restraining or otherwise prohibiting any of the transactions contemplated hereby, and such order, decree, ruling or other action shall have become final and nonappealable; (c) by a Purchaser upon written notice to the Company, if any of the conditions set forth in Section 8(a), 8(b), 8(c) or 8(d) shall have become incapable of being satisfied and shall not have been waived by the Purchaser; (d) by the Company upon written notice to the Purchaser, if any of the conditions set forth in Section 7 shall have become incapable of being satisfied and shall not have been waived by the Company; and (e) by the Company or a Purchaser, upon written notice to the other party if the Closing has not occurred on or before the third business day following the date of this Agreement; provided, however, that the right to terminate this Agreement pursuant to foregoing clause (c) or (d) shall not be available to any party whose material breach of any of its representations, warranties, covenants or agreements contained in this Agreement shall have been the principal cause of, or shall have resulted in, the failure of any such condition. If this Agreement is terminated in accordance with this Section 9, this Agreement shall forthwith become wholly void and of no further force and effect without any liability or obligation on the part of the Company or a Purchaser, except that the provisions of this Section 9 and Section 10 shall survive any termination of this Agreement; provided that the termination of this Agreement shall not relieve any party from any liability for any intentional breach by a party of the terms and provisions of this Agreement.
10.Miscellaneous
. 10.1 Governing Law
. This Agreement shall be governed in all respects by the laws of the State of New York without regard to the principles of conflict of laws thereof that would cause the laws of another jurisdiction to apply.
10.2 Survival
. The representations, warranties, covenants and agreements made herein shall survive the closing of the transactions contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument, except as expressly provided otherwise in such certificate or instrument.
10.3 Successors and Assigns
. This Agreement and the rights granted hereunder may not be assigned, sold, transferred, pledged, hypothecated or otherwise disposed. This Agreement shall be binding upon and inure to the benefit of the Company, the Purchasers and their respective successors and permitted assigns.
10.4 Severability
. In case any provision of this Agreement shall be invalid, illegal or unenforceable, such provision shall, to the extent practicable, be modified so as to make it valid, legal and enforceable and to maintain as nearly as practicable the intent of the parties, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
10.5 Amendment and Waiver
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(a) Any amendment of this Agreement shall only be binding upon the parties hereto executing such amendment.
(b) The obligations of the Company and each Purchaser under this Agreement may be waived only with the written consent of the parties hereto to whom such obligations are owed.
(c)Except to the extent provided in this Section 10.5, neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated, except by a statement in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.
10.6 Notices
. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given and received (a) upon personal delivery, (b) when sent by confirmed e-mail or facsimile, (c) on the fifth day following mailing sent by registered or certified mail, return receipt requested, postage prepaid, or (d) upon confirmed delivery by means of a nationally recognized overnight courier service. All communications shall be sent to the Company or the applicable Purchaser, as applicable, at the address for
such recipient listed on the signature page hereto or at such other address as such recipient shall have furnished to the other party in writing.
10.7 Expenses
. The Company shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement, including, without limitation, any state or federal registration fees with respect to registration or qualification of the Offering under federal or state securities laws, the fees and expenses of any transfer agent or registrar for the Shares, any stamp duties, capital duties and share transfer taxes, if any, payable upon the sale of the Shares to the Purchasers and the fees and expenses associated with the listing of the Shares on the NYSE, and the Purchasers shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement.
10.8 Titles and Subtitles
. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.
10.9 Counterparts
. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument and which may be delivered by telecopy or email.
10.10 Subsequent, Consents, Permits and Waivers
. The Company shall obtain promptly after any Closing all authorizations, approvals, consents, permits and waivers that are necessary or applicable for consummation of the transactions contemplated by this Agreement and that were not obtained prior to such Closing because they may be properly obtained subsequent to such Closing.
[Signature pages follow]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
Comstock Mining, Inc.
By: Name:
Title:
Address for notice:
117 American Flat Toll Road
Virginia City, Nevada 89440
Attention:
Email:
[Purchaser]
By:
Name:
Title:
Address for notice:
SCHEDULE A
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February 22, 2021
Mr. Corrado DeGasperis, Executive Chairman & CEO
Comstock Mining Inc.
117 American Flat Toll Rd,
Virginia City, NV 89440
Dear Corrado:
This letter agreement (the “Agreement”) confirms the terms and conditions of the engagement of Noble Capital Markets, Inc. (“Noble”), Member FINRA and SIPC, by Comstock Mining Inc. (the “Company”) to render placement agent services on a non-exclusive basis to the Company in connection with the Company’s funding initiatives.
1. The Company hereby appoints Noble to act as a placement agent in connection with the sale of securities (such securities issued hereunder, the “Securities”) to one or more financial investors, strategic investors and others (“Investors”) for the period commencing from the effective date of the Agreement and ending three (3) months from the effective date of the agreement (the “Authorization Period”).
The Company hereby authorizes Noble, as placement agent, to endeavor to arrange a placement (the “Placement”) of the Securities at a price and on terms satisfactory to the Company, subject to subparagraph 7(a) hereof. The Placement of the Securities is to be made directly by the Company to Investors pursuant to purchase or subscription agreements entered by such Investors and the proceeds will be funded by the Investors directly to the Company at each closing of any sale of Securities. The Company shall have the right to accept or reject any or all subscriptions in the Company’s sole and absolute discretion.
2. As compensation for Noble’s services hereunder, the Company shall pay Noble as follows:
i.At each closing (“Closing”) of any sale of the Securities (the “Securities”), a cash fee equal to 6.0% of the aggregate gross proceeds (the “Placement Fee”) received by the Company from a sale of the Securities.
The Company will pay all its costs relating to the Placement contemplated hereby, including, without limitation, audit expenses, issuance costs and taxes, counsel fees for the preparation of the offering documents, filing fees and disbursements of counsel relating to the qualification of the Securities under federal securities laws, and legal fees and expenses of counsel in connection with qualifying the Securities under the state blue sky laws. To the extent required by law, the Company shall qualify the Securities for offer and sale in those jurisdictions designated by Noble and reasonably acceptable to the Company; provided, however, that if the offer and sale is not conducted pursuant to the exemption from registration provided by Rule 506(b) under Regulation D, the parties hereto acknowledge and agree that it shall be reasonable for the Company to reject any jurisdiction in which it would be required to register such offer and sale with the applicable state securities regulator. The Company’s counsel shall be responsible for state blue sky securities laws compliance by the Company. The Company will pay the
reasonable costs relating to the Placement contemplated hereby, upon closing, including, travel expenses, without limitation, audit expenses, diligence expenses, issuance costs and taxes, and legal fees for Noble (up to a maximum of $30,000) related to the preparation of any offering documents, filing fees and disbursements of counsel relating to the qualification of the Securities under federal securities laws, and legal fees and expenses of counsel in connection with qualifying the Securities under the state blue sky laws. Noble and the Company agree that legal expenses will need to be approved in writing prior to accruing any expenses.
3. The Company agrees with Noble that:
a.During the term of this Agreement, the Company will not, directly or indirectly, make any offer or sale of any of the Securities or any securities of the same or similar class as the Securities, the result of which would cause the offer and sale of the Securities to fail to be entitled to the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Rule 506(b) promulgated under the Act. The Company represents and warrants to Noble that it has not, directly or indirectly, made any offers or sales of the Securities or securities of the same or a similar class as the Securities during the Term of this Agreement, except for the offering of the Securities through Noble pursuant hereto and for offers and sales made prior to the date hereof, which offers and sales would not cause the offering of the Securities contemplated hereunder to fail to be entitled to the exemption from registration afforded by Section 4(a)(2) of the Act, and Rule 506(b) promulgated under the Act. As used herein, the terms “offer” and “sale” have the meanings specified in Section 2(3) of the Act.
b.The Company will fully cooperate with Noble in any due diligence investigation reasonably requested by Noble with respect to the offer and sale of the Securities and will furnish Noble with such information, including financial statements, with respect to the business, operations, assets, liabilities, financial condition and prospects, press releases, power point presentations or any other such materials, along with any information regarding Noble provided by Noble (“Noble Information”) for inclusion in any disclosure document furnished to potential purchasers, (the “Marketing Material”) of the Company as Noble may reasonably request. Noble may rely upon the accuracy and completeness of all Marketing Materials and the Company acknowledges that Noble has not been retained to independently verify any of such information. The Company will be solely responsible for the contents of the Marketing Material, excluding the Noble Information, and any and all other written or oral communications provided by or on behalf of the Company to any actual or prospective purchaser of the Securities, and the Company represents and warrants that the Marketing Material (other than with respect to any financial projections (“Projections”) contained therein, to the extent Projections are included in the Marketing Material) and such other communications will not, as of the date of the offer or sale of the Securities, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. At the Company’s sole discretion, the Marketing Material may include Projections. To the extent Projections are contained in the Marketing Material, the Company represents and warrants that the Projections will be made by
the Company with a reasonable basis and in good faith and that the Projections will represent the Company’s best then available estimate and judgment as to the future financial performance of the Company based on the assumptions to be disclosed therein, which assumptions will be all the assumptions that are material in forecasting the financial results of the Company and which will reflect the Company’s best then available estimate of the events, contingencies and circumstances described therein. The Company authorizes Noble to provide the Marketing Material to prospective purchasers of the Securities, provided however that in any event Marketing Material is amended, revised or modified by Noble in any material way, Noble agrees to provide such Marketing Material for the Company’s approval (and to obtain such approval) prior to any such distribution. If, at any time prior to the completion of the offer and sale of the Securities, an event occurs that would cause the Marketing Material (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or that would cause a material change in the Company’s view of the likelihood of achievement of the Projections, to the extent Projections are included in the Marketing Material, or the reasonableness of the underlying assumptions, then the Company will notify Noble immediately of such event and Noble will suspend solicitations of the prospective purchasers of the Securities until such time as the Company shall prepare a supplement or amendment to the Marketing Material that corrects such statement or omission or revises the Projections or such assumptions.
c.Whether or not the Placement is made pursuant to Regulation D under the Act, the offer and sale of the Securities hereunder will comply with certain requirements of Regulation D, including, without limitation, the requirements that:
1.The Company and Noble will not offer or sell the Securities by means of any form of general solicitation or general advertising.
2.The Company and Noble will not offer or sell the Securities to any person who is not an “accredited investor” (as defined in Rule 501 under the Act).
3.Noble will exercise reasonable care to assure that the purchasers of the Securities are not underwriters within the meaning of Section 2(11) of the Act and, without limiting the foregoing, that such purchasers will comply with Rule 502(d) under the Act.
d.Following the consummation of any sale of the Securities, the Company will furnish Noble with financial statements with respect to the Company (including audited and unaudited financial statements, when available) as it furnishes to any holder of the Securities (other than information that is furnished to a holder solely in its capacity as a member of the Company’s board of directors). For purposes of the preceding sentence, filing such financial statements with the SEC shall qualify as furnishing such financial statements. Noble may, upon the request of any holder of the Securities, furnish such information to such holder, upon the execution of a confidentiality agreement by such holder that is acceptable to the Company in order to safeguard such information. Noble, upon receipt of any information, agrees to maintain it confidential and at all
times comply with any and all federal securities laws and the Company’s internal policies and guidelines applicable to possession, handling and use of such confidential information.
4. Noble agrees with Company that:
a.This Agreement has been duly authorized, executed and delivered by Noble and constitutes a valid and legally binding obligation enforceable against Noble in accordance with its terms. The execution and delivery of this Agreement, the observance and performance hereof and the consummation of the transactions contemplated hereby do not and will not result in any breach of, or default under, any instrument or agreement by which Noble is bound or violate any law or order directed to Noble of any court or any federal or state regulatory body or administrative agency having jurisdiction over Noble or over its property.
b.Noble is duly registered as a broker-dealer with the SEC pursuant to the Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no proceeding has been initiated to revoke any of such registrations; Noble is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”); Noble qualified to act as a dealer in the states or other jurisdictions in which Noble may offer Securities and Noble is duly registered as a broker-dealer under the applicable statutes, if any, in each state in which Noble proposes to offer or sell the Securities where such registration is required; Noble shall be responsible for payment of compensation owed to any sub-agent, if any, which sub-agent, if any, must be a member in good standing of FINRA and registered in each state where investors identified by such sub-agent reside.
c.Noble shall maintain all broker-dealer registrations, referred to above in paragraph 4(b), throughout the period in which Securities are offered and sold; Noble has complied and will comply with all broker-dealer requirements applicable to this transaction; Noble is not in violation of any order of any court or regulatory authority applicable to it with respect to the sale of the Securities.
d.Noble shall act in a manner consistent with the instructions of the Company and comply with all applicable laws, whether foreign or domestic, of each jurisdiction in which Noble proposes to carry on the business contemplated by this Agreement. Noble represents, warrants and agrees that it shall at all times provide its services under this Agreement in compliance with applicable law.
e.Neither Noble nor any of its representatives is authorized to make any representation on behalf of the Company other than those contained in the Marketing Material or any additional information expressly provided by the Company to Noble for dissemination to potential investors, nor is Noble or any of its representatives authorized to act as the agent or representative of the Company in any capacity, except as expressly set forth herein. Noble shall, and shall cause all of its sub-agents, if any, to, keep a record of, and when and to whom Marketing Material is provided. Noble may comply with this obligation by posting the Marketing Material in a password protected data room or the equivalent and maintaining a file that confirms who has viewed the Marketing Material and on which date.
f.In the event that, on or before any Closing, Noble becomes aware of any false statement of a fact or representation in the Marketing Materials, Noble shall promptly inform the Company of such false statement of fact.
g.Noble and each of its registered representative’s participation in its solicitation efforts will comply with the prohibition against “general solicitations” and “general advertising” imposed by Rule 502(c) of Regulation D.
h.Noble shall inform the Company of each date on which it first receives any subscription from prospective Investors in each particular state where the Securities are offered and shall not offer the Securities for sale in any state in which the offer or sale requires prior notice or clearance from any state securities commission, bureau or agency thereon, unless the Company has confirmed that such prior notice or clearance has been made or obtained.
i.Noble has not taken, and will not take, any action, directly or indirectly, that may cause the Placement to fail to be entitled to exemption from registration under Rule 506(b) or applicable state securities or “blue sky” laws.
j.Noble shall not provide the Marketing Materials or any other information about the Company to any person or firm that, to the actual knowledge of Noble, is a competitor of the Company or is an officer, director, employee, affiliate or investor in a competitor of the Company.
k.Before mentioning or sending any Marketing Materials to any potential investor, Noble shall, on the basis of Noble’s prior relationship with the potential offeree, reasonably believe that the potential offeree is: (x) an “accredited investor” as that term is defined in Regulation D and, if applicable, satisfies any private placement requirements or laws or regulations associated with the Placement applicable in any non-U.S. jurisdiction; and (y) an accredited investor who is sophisticated and knowledgeable in business and financial matters such that the potential offeree is capable of evaluating the merits and risks of an investment in the Company. In furtherance thereof, Noble shall obtain from each potential investor an accredited investor questionnaire that has been approved in form and substance by the Company.
l.Neither Noble, nor any Noble Covered Person (as defined below), nor any person claiming by or through any of them, is subject to any of the “bad actor” disqualification specified in Rule 506(d) of Regulation D. For purposes of this Agreement, a “Noble Covered Person” includes (i) any general partner, managing member, director, or executive officer of Noble; or (ii) any officer of Noble participating in the Placement.
m.Noble shall cause its officers, directors, employee, affiliates and sub-agents to comply with all of the foregoing provisions of this paragraph 4.
5. The Company shall indemnify Noble and hold it harmless against any and all losses, claims, damages or liabilities to which Noble may become subject (i) arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in the Marketing Material or in any other written or oral communication provided by or on behalf of the Company to any actual or prospective purchaser of the Securities or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) arising in any manner out of or in connection with the services or matters that are the subject of this Agreement (including, without limitation, the offer and sale of the Securities), and shall reimburse Noble promptly for any legal or other expenses reasonably incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuits, investigations, claims or other proceedings arising in any manner out of or in connection with the services or matters that are the subject of this Agreement (including, without limitation, in connection with the enforcement of this Agreement and the indemnification obligations set forth herein); provided, however, that the Company shall not be liable under clause (i) of this paragraph in respect of any Noble Information and the Company shall not be liable under clause (ii) of this paragraph in respect of any loss, claim, damage, liability or expense to the extent that it is finally judicially determined that such loss, claim, damage, damage, liability or expense resulted directly from bad faith or the gross negligence or willful misconduct of Noble in the performance of its services hereunder. Noble shall indemnify the Company and hold it harmless against any and all losses, claims, damages or liabilities resulting from Noble’s bad faith, gross negligence and/or willful misconduct.
The Company agrees that the indemnification and reimbursement commitments set forth in this paragraph 5 shall apply whether or not Noble is a formal party to any such lawsuits, claims or other proceedings and that such commitments shall extend upon the terms set forth in this paragraph to any controlling person, affiliate, director, officer, employee or agent of Noble (each, with Noble, an “Indemnified Person”). The Company further agrees that, without Noble’s prior written consent, which consent will not be unreasonably withheld, it will not enter into any settlement of a lawsuit, claim or other proceeding arising out of the transactions contemplated by this Agreement unless such settlement includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Persons.
The Company further agrees that, subject to the Company’s prior written consent, the Indemnified Persons are entitled to retain separate counsel of their choice in connection with any of the matters in respect of which indemnification, reimbursement or contribution may be sought under this Agreement.
The Company and Noble agree that if any indemnification or reimbursement sought pursuant to this paragraph 5 is judicially determined to be unavailable for a reason other than the gross negligence or willful misconduct of Noble, then, whether or not Noble is the Indemnified Person, the Company and Noble shall contribute to the losses, claims, damages, liabilities and expenses for which such indemnification or reimbursement is held unavailable (i) in such proportion as is appropriate to reflect the relative benefits to the Company on the one hand, and Noble on the other hand, in connection with the transactions to which such indemnification or reimbursement relates, or (ii) if the allocation provided by clause (i) above is judicially determined not to be permitted, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative faults of the Company on the one hand, and Noble on the other hand, as well as any other equitable considerations; provided, however, that in no event shall the amount to be contributed by Noble pursuant to this paragraph 5 exceed the amount of the fees actually received by Noble hereunder.
6. Noble will not have any rights or obligations in connection with the sale and purchase of the Securities contemplated by this Agreement except as expressly provided in this Agreement. In no event shall Noble be obligated to purchase the Securities for its own account or for the accounts of its customers. Notwithstanding the foregoing, Noble will have the right, but not the obligation to determine the allocation of the Securities among potential purchasers, provided that such allocation is reasonably acceptable to the Company.
7. The Company and Noble agree that:
a.Noble or the Company may terminate this engagement hereunder at any time upon at least ten (10) days’ prior written notice, including without limitation in the event that Noble or the Company, in its sole judgment, is not satisfied with the results of its due diligence investigation of the Company and its business, operations, assets, liabilities, financial condition and prospects. Notwithstanding any such expiration or termination, the Company shall remain responsible for the reimbursement of Noble’s expenses (including counsel fees) and the indemnification and contribution obligations of the Company under paragraph 5 and the provisions of paragraph 7 through paragraph 11 of this Agreement shall survive any such expiration or termination. The effective date of termination or expiration of this Agreement is hereinafter referred to as the “Termination Date.”
b.The Company shall and shall have caused its affiliates to pay Noble all compensation described in Section 2. With respect to all financing candidates at any time prior to the expiration of the twelve (12) months after the Termination Date (the “Tail Period”) if such candidates were identified to the Company by Noble during the Authorization Period.
8. Nothing in this Agreement, expressed or implied, is intended to confer or does confer on any person or entity other than the parties hereto or their respective successors and assigns, and to the extent expressly set forth herein, the Indemnified Persons, any rights or remedies under or by reason of this Agreement or as a result of the services to be rendered by Noble hereunder. The parties acknowledge that Noble is not acting in a fiduciary capacity with respect to the Company and that Noble is not assuming any duties or obligations other than those expressly set forth in this Agreement. The Company further agrees that neither Noble nor any of its controlling persons, affiliates, directors, officers, employees or consultants shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company for any losses, claims, damages, liabilities or expenses arising out of or relating to this Agreement or the services to be rendered by Noble hereunder, unless it is finally judicially determined that such losses, claims, damages, liabilities or expenses resulted directly from the gross negligence or willful misconduct of Noble.
9. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. This Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
10. Upon consummation of a sale of Securities:
a.Noble may place advertisements in financial and other publications and media at its own expense describing its services to the Company hereunder. Noble hereby agrees to notify the Company relating to such advertisements and other publications in advance thereof.
b.The Company agrees that in any press release announcing the Closing as contemplated by this Agreement, the Company will include in such press release a reference to Noble’s role as placement agent to the Company with respect to such Closing and will provide Noble the right to review prior to the dissemination of such press release.
11. This Agreement may not be amended or modified except in writing signed by each of the parties hereto and shall be governed by and construed and enforced in accordance with the laws of the State of Florida. Each of the parties agree that the exclusive jurisdiction for any claims or controversies arising hereunder shall be brought before the state or federal courts located in the borough of Palm Beach, Florida. Any right to trial by jury with respect to any lawsuit, claim or other proceeding arising out of or relating to this Agreement or the services to be rendered by Noble hereunder is expressly and irrevocably waived.
To help fight the funding of terrorism and money laundering activities, Federal Law requires all financial institutions to obtain, verify and record information that identifies each person or corporation who opens an account and/or enters into a business relationship.
If the foregoing correctly sets forth the understanding and agreement between Noble and the Company, please so indicate in the space provided for that purpose below, whereupon this letter shall constitute a binding agreement as of the date first above written.
NOBLE CAPITAL MARKETS, INC.
By:_/s/ Nico Pronk____________________________
NICO PRONK, CEO
225 NE Mizner Blvd #150
Boca Raton, FL 33432
Agreed and Accepted by:
COMSTOCK MINING INC.
By:_/s/ Corrado DeGasperis______________________________
CORRADO DEGASPERIS, EXECUTIVE CHAIRMAN & CEO
1117 American Flat Toll Rd,
Virginia City, NV 89440
Comstock Mining Announces a $16 Million Registered Direct Offering of Common Stock
VIRGINIA CITY, NV (March 2, 2021) – Comstock Mining Inc. (the “Company”) (NYSE: LODE) announced that it has entered into securities purchase agreements for the sale of 4,000,000 shares of its common stock at a price of $4.00 per share in a registered direct offering. No warrants will be issued in connection with the transaction. The closing of the offering is expected to occur on or about March 4, 2021, subject to the satisfaction of customary closing conditions.
Noble Capital Markets, Inc. is acting as the sole placement agent for the offering.
The Company intends to use the net proceeds from the offering to fund the LINICO Corporation acquisition, previously announced on February 17, 2021, investments in Mercury Clean Up LLC, mineral acquisition and development, and general corporate purposes.
The share offering will be made under the Company’s effective shelf registration statement on Form S-3 (File No. 333-229890) previously filed with the Securities and Exchange Commission (“SEC”). A prospectus supplement describing the terms of this proposed offering will be filed with the SEC. When available, electronic copies of the prospectus supplement and accompanying base prospectus may be obtained from Noble Capital Markets, Inc. at 225 N.E. Mizner Boulevard, Suite 150, Boca Raton, Fl 33431 Attn. Prospectus Department, or by telephone at 561-994-1191, or by email at info@noblecapitalmarkets.com. Before investing in this offering, interested parties should read the other documents that the company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any shares of the Company’s common stock, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus and a related prospectus supplement, which have been or will be filed with the SEC.
About Comstock Mining Inc.
Comstock Mining Inc. (NYSE: LODE) (the “Company”) is an emerging leader in sustainable mineral development and production of environment-enhancing, increasingly scarce strategic and precious metals, focused on conservation-based waste, high-value, cash-generating, mineral and metals essential to meeting the rapidly increasing demand for clean energy technologies. The Company has extensive, contiguous property in the historic, world-class Comstock Lode mining district with fully permitted, metallurgical labs and an operational, mineral processing and beneficiation platform that includes a growing portfolio of mercury remediation, gold and silver extraction facilities. To learn more, please visit www.comstockmining.com.
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: consummation of all pending transactions; project, asset or Company valuations; 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 estimated mineral resources; future prices and sales of, and demand for, our products; future operating margins; available resources; environmental conservation outcomes; 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; asset sales 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: counterparty risks; capital markets’ valuation and pricing risks; 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, leases, options 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:
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Comstock Mining Inc.
P.O. Box 1118
Virginia City, NV 89440
www.comstockmining.com
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Corrado De Gasperis
Executive Chairman & CEO
Tel (775) 847-4755
degasperis@comstockmining.com
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Zach Spencer
Director of External Relations
Tel (775) 847-5272 Ext.151
questions@comstockmining.com
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