Tonogold successfully closes on the Comstock acquisition
La Jolla, CA (November 19th, 2019) Tonogold Resources, Inc. (“Tonogold”) (OTC: TNGL) announces the Closing of the Comstock acquisition with Comstock Mining Inc (“Comstock”).
Earlier this year, Tonogold and Comstock Mining Inc (“Comstock”) entered into an agreement whereby Tonogold would acquire (i) a 100% interest in the Lucerne project, (ii) an exclusive 20-year lease to use, operate and manage Comstock’s processing facilities, plant, infrastructure and mining claims (known as the American Flats Properties) and (iii) 100% rights to explore, develop and mine Comstock’s Storey County claims, including those covering the significant historic production at Gold Hill and Virginia City (“Storey Exploration Claims”) for total consideration of $15 million. The Completion of the Storey Exploration Claims occurred in September 2019.
Having met the minimum amount due at Closing of $5.925 cash plus the issue of $3.5 million Redeemable Convertible Preference Shares (“RCP Shares”), Tonogold now has a 50% interest in Comstock Mining LLC (Comstock LLC) – a Company that owns the Lucerne Deposit and exclusive rights to lease and use Comstock’s processing facilities and associated infrastructure.
The remaining amount due of $5.575 million represents the deferred consideration, with payments scheduled through to June 2020. The deferred consideration element is interest free. Each payment made under the deferred consideration will result in Tonogold’s interest increasing pro rata with Tonogold holding 100% in Comstock LLC upon the final deferred payment being made.
The RCP Shares are redeemable at Tonogold election at any time at a 20% premium over the face value and are convertible at Comstock’s election at any time after May 22nd 2020 if they hadn’t previously been redeemed by Tonogold.
About Tonogold Resources, Inc.
Tonogold Resources, Inc. is a minerals exploration company based in California. Tonogold Resources is a leading junior mining company focused in developing advanced stage projects in the Americas. The company´s strengths are represented by two pillars; its unique capacity to identify assets with the potential to become well stablished mines, thus, its actual project portfolio and a strong platform that facilitates project development. For more information on the company visit their website www.tonogold.com.
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; 2 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. 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 undertake any 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 any other securities or Tonogold.
Contact Information for Tonogold.
Mark Ashley.
President and CEO.
M: +1 310 409 6504
E: mjashley@tonogold.com