Comstock Mining Inc. (the “Company” or “Comstock”) (NYSE American:
LODE) announced that it received the 3,920 in Series D Convertible
Preferred Stock Shares (“Series D CPS”), from Tonogold Resources
Inc. (“Tonogold”), as agreed last month.
On January 28, 2019, the Company entered into an agreement with
Tonogold for the sale of its Lucerne properties for $15 million
(representing $11.5 million in cash and $3.5 million in stock). On
April 30, 2019, Tonogold agreed to, among other things, accelerate
the stock-based component of the purchase price. This payment
simply reflects the receipt of the $3.5 million Series D CPS
Certificate for the purchase plus the additional fee of $420,000
also paid in Series D CPS. The Series D CPS will have a
post-closing, common share conversion price representing the lowest
of, (1) the 20-day volume weighted average common share closing
price prior to conversion, (2) Tonogold’s most recent private
placement common share price, or (3) Tonogold’s initial public
offering common share price.
Mr. Corrado De Gasperis, Executive Chairman and CEO, stated,
“The receipt of this payment represents a meaningful step towards
closing the Lucerne transaction. We have now received almost $6
million in non-refundable cash and stock toward the $15 million
closing component of the purchase price, plus the commitment
fee. We remain on track for closing this transaction this
summer, eliminating our debenture and accelerating the deployment
of our strategic growth plans.”
Effective June 1, 2019, Tonogold will now reimburse the Company
for its monthly interest expense on its Senior Secured Debenture,
and the more than $1 million in annual operating expenses
associated with the American Flat platform, regardless of when the
sale closes. Tonogold also retains the option to extend the closing
for two additional months (that is, extending from June 21, to July
26, and then extending again from July 26, to August 30), upon the
payment of two additional $1 million non-refundable deposits, one
for each monthly extension. Comstock anticipates Tonogold to
deliver $9.15 million in cash at closing (that is, the $11.5
million less $2.35 million of cumulative non-refundable cash
payments made to date).
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.
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: future prices and sales
of, and demand for, our products; future industry market
conditions; future changes in our exploration activities,
production capacity and operations; future exploration, production,
operating and overhead costs; operational and management
restructuring activities (including implementation of methodologies
and changes in the board of directors); future employment and
contributions of personnel; tax and interest rates; capital
expenditures and their impact on us; nature and timing and
accounting for restructuring charges, gains or losses on debt
extinguishment, derivative liabilities and the impact
thereof; productivity, production slowdowns, suspension or
termination, business process, rationalization and other
operational initiatives; 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 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 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 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 our annual report
on Form 10-K. 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. We
undertake no obligation to publicly update or revise any
forward-looking statement.
Neither this press release nor any related calls or discussions
constitutes an offer to sell or the solicitation of an offer to buy
the Debenture or any other securities of the Company.
Contact information:
Comstock Mining, Inc. P.O. Box 1118 Virginia City, NV 89440
ComstockMining.com
Corrado De Gasperis Executive Chairman & CEO Tel (775)
847-4755 degasperis@comstockmining.com
Zach Spencer Director of External Relations Tel (775) 847-5272
ext.151 questions@comstockmining.com
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