Current Report Filing (8-k)
September 08 2020 - 04:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): September 1,
2020
COMSTOCK MINING INC.
(Exact Name of Registrant as Specified in its Charter)
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Nevada
(State or Other
Jurisdiction of Incorporation)
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001-35200
(Commission File Number)
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65-0955118
(I.R.S. Employer
Identification Number)
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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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
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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.
Item 1.01 Entry into a Material Definitive Agreement.
On September 1, 2020, Comstock Northern Exploration, LLC
(“Comstock”), a wholly-owned subsidiary of Comstock Mining Inc.
(the “Company”), entered into a Mineral Exploration and Mining
Lease Agreement (the “Lease”) with The Sutro Tunnel Company
(“Sutro”), in order to lease certain patented mining claims,
exploration rights and town lots in the Gold Hill and Virginia City
Mining District in Storey County, Nevada (collectively, the “Sutro
Properties”). These properties make up part of the Lucerne mine
properties and part of the Mineral Exploration lease with Tonogold
Resources Inc. The Company previously had exclusive rights to
explore and mine these same claims beginning in 2008.
The Lease has an initial term of no less than 5 years but is
renewable for 15 years or longer, with a 4% net smelter royalty
payable to Sutro, subject to minimum monthly cash rental payments
of $5,000 payable for the first five years, $10,000 for the second
five years, $15,000 for the third five years and $20,000 after the
first fifteen years of the Lease. The Lease is assignable by
Comstock and these properties make up part of the Mineral
Exploration lease with Tonogold Resources Inc. (“Tonogold”) and the
Lucerne mine properties.
Sutro is a wholly-owned subsidiary of Pelen Limited Liability
Company (“Pelen”). The Company previously acquired and owns 25% of
the outstanding equity of Pelen. In connection with entering into
the long-lived Lease, the Company purchased an option (the
“Option”) to acquire the remaining 75% of the equity of Pelen (the
“Pelen Equity”). The Option has a term of up to three years. The
Option is exercisable so long as the Company makes payments of
$100,000 per year ($100,000 of which was paid by the Company upon
signing the Option). Pursuant to the Option, the Company is
entitled to purchase the Pelen Equity for $3,750,000 if exercised
within one year, with an increasing purchase price for the second
and third years, with half of the option payments being
cumulatively applicable to the purchase price.
The foregoing summaries of the terms of the Lease and the Option
are not intended to be exhaustive and are qualified in its entirety
by the terms of the Lease and the Option, copies of which are
attached hereto as Exhibit 10.1 and Exhibit 10.2.
A copy of the press release announcing the transactions described
herein is attached as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
d) Exhibits.
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.
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COMSTOCK MINING INC. |
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Date: September 7, 2020 |
By: |
/s/ Corrado De Gasperis |
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Name: Corrado De Gasperis
Title: Executive Chairman and Chief Executive Officer
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