Comstock Mining Lucerne Closing Update
October 15 2019 - 6:45AM
Comstock Mining Inc. (“Comstock”) (NYSE American: LODE) announced
today that it has agreed to extend the closing deadline on the sale
of Lucerne to Tonogold Resources, Inc. (“Tonogold”) until October
31, 2019. Tonogold has agreed to an additional non-refundable cash
deposit of $300 thousand and provided for an additional,
non-refundable stock-based fee totaling $250 thousand. With this
extension, Tonogold will have paid non-refundable cash deposits
totaling $4.225 million plus $5 million in non-refundable
Convertible Preferred Stock (“CPS”). The CPS is convertible at the
lowest of Tonogold’s (1) 20-day volume-weighted closing price prior
to conversion, (2) most recent private placement or (3) public
offering price.
Under the agreement, Comstock will sell the membership interest
in Comstock Mining LLC to Tonogold for $15 million plus the
assumption of certain liabilities and a retained 1.5% NSR royalty
on Lucerne. The amended purchase agreement allows Tonogold to close
by October 31, 2019, with an additional cash payment due at closing
of $3.625 million, less any additional cash deposits. This results
in total cash payments at closing of $7.55 million for a 50.3%
ownership interest in Comstock Mining LLC. The remaining cash
purchase price of $3.95 million will be deferred with monthly
scheduled payments of at least $650 thousand, between January 2020
and June 2020. Tonogold’s obligation to make the deferred scheduled
payments will be secured by a collateral interest in the ownership
interests in, and/or the assets of, Comstock Mining LLC. Once the
final payment is made, Tonogold would then own 100% of Comstock
Mining LLC, the owner of Lucerne assets and its mining permits.
Mr. Corrado De Gasperis, Executive Chairman and CEO, stated,
“Tonogold has been working diligently toward closing and has
assembled an impressive list of investors. We are excited about the
exploration and development plans and look forward to closing in
the next few weeks and bringing almost a full year of hard work to
fruition.”
Under this extension, Tonogold also has the right to pay an
additional $1 million in non-refundable cash deposits and $500
thousand in an additional stock fee, if needed, for a final
extension to November 10, 2019. About Comstock Mining,
Inc. Comstock Mining Inc. is a Nevada-based, gold, and
silver mining company with extensive, contiguous property in the
Comstock District and is an emerging leader in sustainable,
responsible mining. The Company began acquiring properties in the
Comstock District in 2003. Since then, the Company has consolidated
a significant portion of the Comstock District, amassed the single
largest known repository of historical and current geological data
on the Comstock region, secured permits, built an infrastructure
and completed its first phase of production. The Company continues
evaluating and acquiring properties inside and outside the
district, expanding its footprint and exploring all of our existing
and prospective opportunities for further exploration, development,
and mining. The near-term goal of our business plan is to maximize
intrinsic stockholder value realized, per share, by continuing to
acquire mineralized and potentially mineralized properties,
exploring, developing and validating qualified resources and
reserves (proven and probable) that enable the commercial
development of our operations through extended, long-lived mine
plans that are economically feasible and socially responsible.
Forward-Looking Statements This press release and
any related calls or discussions may include forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 about Comstock and Tonogold. Forward-looking
statements are statements that are not historical facts. All
statements, other than statements of historical facts, are
forward-looking statements. Forward-looking statements include
statements about matters such as: capital raising activities and
negotiations; market conditions; future changes in exploration
activities, production capacity and operations; future exploration,
production, operating and overhead costs; production of feasibility
studies, technical reports or other findings related to estimated
mineralization; operational and management restructuring
activities; capital expenditures (by Comstock, Tonogold or other
parties) and their impact; investments, acquisitions, joint
ventures, strategic alliances, business combinations, asset sales;
consulting, operational, tax, financial and capital projects and
initiatives; contingencies; environmental compliance and changes in
the regulatory environment; offerings, sales, equity dilution, and
other actions regarding debt or equity securities; including a
redemption of the debenture, and future working capital, costs,
revenues, business opportunities, debt levels, cash flows, margins,
earnings and growth. The words “believe,” “expect,”
“anticipate,” “estimate,” “project,” “plan,” “should,” “intend,”
“may,” “will,” “would,” “potential” and similar expressions
identify forward-looking statements, but are not the exclusive
means of doing so. These statements are based on assumptions and
assessments made by the management of Comstock and Tonogold in
light of their experience and their perception of historical and
current trends, current conditions, possible future developments,
and other factors they believe to be appropriate. Forward-looking
statements are not guarantees, representations or warranties and
are subject to risks and uncertainties that could cause actual
results, developments, and business decisions to differ materially
from those contemplated by such forward-looking statements. Some of
those risks and uncertainties include the risk factors discussed in
Item 1A, “Risk Factors” of the annual report on Form 10-K of
Comstock. The occurrence of such events or circumstances could have
a material adverse effect on the business, financial condition,
results of operations or cash flows, or the market price of
Comstock and Tonogold’s securities. All subsequent written and oral
forward-looking statements by or attributable to Comstock, Tonogold
or persons acting on their behalf are expressly qualified in their
entirety by these factors. Neither Comstock nor Tonogold undertakes
any obligation to update or revise any forward-looking statement
publicly. Neither this press release nor any related calls or
discussions constitutes an offer to sell or the solicitation of an
offer to buy any other securities of Comstock or Tonogold.
Contact information: Comstock Mining, Inc. P.O. Box 1118
Virginia City, NV 89440 www.comstockmining.com
Corrado De Gasperis Executive Chairman & CEO Tel (775)
847-4755 degasperis@comstockmining.com Zach Spencer Director of
External Relations Tel (775) 847-5272 ext.151
questions@comstockmining.com
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