Author: Tonogold Resources Inc.

TONOGOLD SIGNIFICANTLY ADVANCES COMSTOCK ACQUISITION

La Jolla, CA (September 23rd, 2019) Tonogold Resources, Inc. (“Tonogold”) (OTC: TNGL) announces significant advancement in respect of its Comstock Lode acquisition.

On January 24th 2019, Tonogold and Comstock Mining Inc (“Comstock”) entered into an agreement whereby Tonogold would acquire (i) a 100% interest in the Lucerne project and (ii) 100% rights over 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 both were to occur simultaneously at Closing.

As a result of constructive negotiations over the past few weeks, Comstock and Tonogold have agreed to separate these two components and the parties have entered into a modification agreement whereby effective September 16th 2019, Comstock unconditionally granted Tonogold 100% rights to explore, develop and mine over the Storey Exploration Claims, which cover some 3,200 acres (319 separate claims).

In consideration, Tonogold has agreed to the early termination of the Joint Venture Agreement entered into by the parties in October 2017, which provided Tonogold with the right to earn a 51% interest in the Lucerne project. Under the January 2019 agreement, termination of the JV arrangement was to occur at Closing, when Tonogold assumes 100% ownership of Lucerne project.

Tonogold has paid Comstock $7.425 million to date toward the $15 million total consideration (including a redeemable preference share for $3.5 million) and is due to pay $3.635 million on Closing, which is now required to occur on or before October 15th 2019, with the remaining $3.95 million payable over 6-months commencing January 31st 2020.

In addition, Tonogold advises that its Convertible Loan Note (Series 3) has formally closed.

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

TONOGOLD ANNOUNCES AMENDMENT TO THE COMSTOCK ACQUISITION

A More Effective Route to Completion of the Comstock Acquisition Assets.

La Jolla, CA (August 14th, 2019) Tonogold Resources, Inc. (“Tonogold”) (OTC: TNGL) announces that it has today entered into an agreement with Comstock Mining Inc (“Comstock”) (the “New Agreement”) which provides for a more effective and efficient route to completion of the acquisition from Comstock Mining Inc (“Comstock”) of certain mining and exploration assets in Storey County (including 100% interest in the Lucerne properties (“Lucerne”) and the historically important and significant Gold Hill and Virginia City claims) (the “Acquisition Assets”) first announced on January 24th 2019.

To date, Tonogold has paid Comstock $6.9 million toward the total $15 million consideration by way of $3.4 million in cash plus $3.5 million in redeemable preference shares and will be making a further payment of $0.8 million prior to August 19th 2019, leaving $7.3 million due. Under the new agreement, Comstock has agreed to defer $4 million of the remaining consideration leaving $3.3 million due to be paid at Closing.

Closing is scheduled to occur on or prior to August 30th, 2019 but under the New Agreement Tonogold has the right to extend this date by one month to September 30th 2019 by issuing Comstock with $250,000 in redeemable preference shares.

The $4 million deferred element is interest free and is payable over 7-months (commencing in November 2019). Tonogold can accelerate the deferred consideration payments at any time without penalty or cost.

The new agreement eliminates the requirement for Tonogold to arrange any third-party debt (as previously contemplated), resulting in significant and real savings to Tonogold.

In order to comply with Comstock’s existing commitments, Tonogold will be issued with a pro-rate shareholding in Comstock’s 100% subsidiary which holds the assets being acquired by Tonogold based on the cash consideration paid, with an initial 50.28% controlling interest being transferred to Tonogold at Closing and increasing upon each payment made under the $4 million deferred consideration provisions. Once the last deferred payment has been made, Tonogold will have 100% ownership of the Acquisition Assets.

Mark Ashley, Tonogold’s President and CEO stated “This New Agreement with Comstock paves the way for a more cost effective and substantially more efficient route to Closing. The New Agreement2 further highlights the significantly strong relationship that has evolved and developed between our two companies over time”.

 

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. Forwardlooking 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 and3 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

TONOGOLD’S MINERAL ASSET ACQUISITIONS AND FINANCING UPDATE

La Jolla, CA (May 6, 2019) Tonogold Resources, Inc. (“Tonogold”) (OTC: TNGL) today announced significant progress toward the completion of the acquisition of certain mineral properties from Comstock Mining Inc. (“Comstock”) (including 100% ownership of the Lucerne deposit and the historically important and significant Gold Hill and Virginia City claims), originally announced on January 16, 2019 (“Acquisition Assets”).

 

Tonogold has secured significant interest for funding the Acquisition Assets and is finalizing negotiations of optimal terms and allocations. Tonogold has also executed a Terms Sheet with Nebari Holdings, LLC (“Nebari”) on May 3, 2019, for a $5 million, debt financing with the option for drawing an additional $25 million for development, production start-up and working capital, subject to customary due diligence and closing conditions. The initial $5 million facility (which is subject to customary due diligence and the execution of formal documentation over the next few weeks) will partially fund the purchase of the Acquisition Assets, minimizing dilution to our current shareholders. Nebari is Comstock’s current lender.

 

Tonogold has paid Comstock $2.35 million in non-refundable deposits toward the acquisition price with an additional $0.65 million scheduled for May 2019 and leaving $8.5 million due upon closing.

 

Mr. Mark Ashley, President & CEO of Tonogold stated; “Our diligence is paying off with the assembly of an outstanding group of strategic resource investors who understand the significance of the gold and silver resource at Lucerne and the greater exploration potential of the whole northern portion of the Comstock District. We look forward to accelerating and consummating the transaction announced with Comstock in January 2019, in the next few months.”

 

Accordingly, Comstock and Tonogold have reached an agreement that provides additional extension opportunities for closing on the Acquisition Assets, primarily to allow for a more thorough and efficient financing and closing process. Comstock agreed to provide Tonogold with the flexibility to close on Acquisition Assets on or prior to August 30, 2019, subject to making additional $1 million monthly nonrefundable deposits in June 2019, and July 2019. If the closing occurs after the original deadline of May 31, 2019, Tonogold will also reimburse Comstock for all incremental interest costs and substantially all property carrying costs, as previously agreed.

 

The amendment requires Tonogold to deliver $11.5 million in cash at closing, less the amounts of the cumulative non-refundable payments made by Tonogold at that time, and a one-year maturing, interest bearing note converting into shares in Tonogold if not repaid previously, to Comstock with a principal amount of $3,500,000. The conversion price will be the lowest of (1) the 20-day volume weighted closing price of Tonogold shares prior to conversion, (2) Tonogold’s most recent private placement or (3) Tonogold’s initial public offering price.

 

Mr. Corrado De Gasperis, Executive Chairman and CEO, stated, “Tonogold has made consistent progress toward closing on the January 2019 agreement and has worked effectively to secure sufficient strategic investment capital for closing this transaction and funding Lucerne development. The effort and results are both outstanding and we look forward to closing this transaction in the next few months.”

 

Tonogold is also in an advanced stage of negotiations with a third party over securing further significant claims in the region, with Comstock’s concurrence and support. As a consequence of the commercial sensitivities of these negotiations and the significance of the regional exploration potential that will be reflected in the 43-101 Technical Report including the Resource estimate for Lucerne (“Technical Report”), Mine Development Associates (“MDA”) of Reno, Nevada has been requested to temporarily defer issuing the Technical Report at this time.

 

Notwithstanding the deliberate delay in issuing the Technical Report, the project continues to advance as planned with Tonogold having recently engaged MDA to undertake and complete a 43-101 compliant Preliminary Economic Assessment (“PEA”) on the Lucerne Deposit. This is expected to be completed by July 2019.

 

The decision to delay the publication of the Technical Report will impact the timing of the TSXV listing, although this will not affect the acquisition timing, nor our overall project advancement objectives.

 

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. Forwardlooking 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. 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’ssecurities. 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

TONOGOLD RESOURCES TO ACQUIRE 100% OF THE LUCERNE GOLD DEPOSIT AND EXPANDS ITS POSITION ON THE COMSTOCK LODE (VIRGINIA CITY, NEVADA)

La Jolla, California, January 28th 2019. TONOGOLD RESOURCES INC. (OTC: TNGL) (“Tonogold”) is pleased to announce that it has today entered into a comprehensive and binding agreement (“New Agreement”) with Comstock Mining Inc (“Comstock”) which, on completion will provide Tonogold with, amongst other matters, 100% of the Lucerne project (including the Lucerne gold/silver deposit) in Storey County, Nevada.

This New Agreement leverages off the agreement entered into in October 2017, under which Tonogold had the right to earn a 51% interest in the Lucerne gold project by investing $20 million into the project over 42-months beginning October 2017. The October 2017, agreement will be superseded by the New Agreement once completion has occurred.

Tonogold will now be seeking a listing on the Toronto Venture Exchange (TSXV) by way of an IPO to coincide with a capital raising in order to provide the funding to complete this acquisition and to fund the advancement of the project over the next 12-months. Further details in this respect (timing, IPO terms, participation rights of current Tonogold shareholders, etc) will be advised to the market in due course.

Under the New Agreement, Tonogold will pay Comstock $15 million, of which a non-refundable deposit of $1 million was paid on January 23rd 2019 (on signing the New Agreement), with the remaining $14 million payable, at Tonogold’s election, by either:

1. $9 million cash on Completion plus $5 million cash 12-months from Completion, or

2. $10.5 million cash plus $1.75 million in Tonogold shares (at the IPO price) at Completion plus $1.75 million in cash or, at Tonogold’s election, Tonogold shares 12-months from Completion at the weighted average share price at that time.

Under alternative 1 above, Comstock will be granted security in respect of the $5 million deferred payment. Under alternative 2, Comstock will not have any security interest, thus providing Tonogold the flexibility to arrange a third-party debt facility to support the TSXV equity raising.

Completion of the transaction will occur once Tonogold has formally secured the funding required. Under the New Agreement, Completion is scheduled for March 31st 2019, although Tonogold has the right to extend this date to April 30th 2019 by paying Comstock a further $1 million deposit and again to May 31st 2019 for another $1 million. In both cases the additional deposits shall be applied in full to the cash payment due on Completion.

In addition, Comstock will be granted a Net Smelter Return Royalty of 1.5% over future production from Lucerne.

EXPANDED LAND POSITION.

Under the October 2017 agreement, Tonogold’s right to acquire 51% of the Lucerne project comprised some 1,200 acres of mining claims within Storey County. The New Agreement provides Tonogold 100% control over the 1,200 acres being the Lucerne project plus 100% exploration, development and mining rights (via a lease arrangement) over Comstock’s remaining mining claims in Storey County (totaling just over 2,800 acres) (“Tonogold’s Expanded Land Position”), which cover major areas of the highly significant past Comstock Lode producers to the north of Lucerne, including the Belcher deposit which operated between 1863 and 1916 (1.9 million ounce AuE producer), Crown Point (1.8 million AuE ounces), Consolidated Imperial (1.1 million AuE ounces). A more comprehensive list is provided under the heading “The Comstock Lode – History” section below.

The provisions in respect of Tonogold’s Expanded Land Position of the New Agreement enables Tonogold to initiate and roll-out a significant new leg to its regional strategy, which will be the focus of a systematic and aggressive exploration program commencing as soon as possible. The results of this program are expected to substantially change (improve) the already significant value accretive nature of our acquiring 100% of Lucerne.

Comstock will be granted a Net Smelter Return royalty of 3% from production from the Tonogold Expanded Land Position Area, reducing to 1.5% after the first year of production.

Further details of Tonogold’s Expanded Land Position strategy are outlined below under the heading “The Comstock Lode – History”.

ACCESS TO AND USE OF THE PROCESS FACILITIES.

Under the October 2017 agreement, Tonogold had an option to acquire a 51% interest in the process facility, plant, infrastructure and 983 acres of mining claims to the west of Lucerne (known as the American Flats properties) by paying Comstock $25 million. An alternative arrangement was negotiated and agreed between Comstock and Tonogold and announced to the market in April 2018, which provided Tonogold the right to use the American Flats property for a fee of $1 per ton of material treated plus $1 million per annum.

Under the New Agreement, Comstock shall retain ownership of the American Flats Property but provides Tonogold an option for exclusive operating rights via a 20-year lease to use, operate and manage the American Flats properties, with Tonogold paying Comstock $1 per ton of material treated (variable rate) plus $1 million per annum (fixed rate) commencing once a production decision is made, but with the following adjustments:

i. The variable rate shall reduce to $0.50 per ton once the cumulative payments (both fixed and variable) made to Comstock under this arrangement have reached $15 million

ii. The variable rate shall reduce to $0.25 per ton once the cumulative payments (both fixed and variable) made to Comstock under this arrangement have reached $25 million (but with a minimum payment of $100,000 per quarter)

iii. The fixed rate of $1 million pa shall be terminated once the cumulative payments (both fixed and variable) made to Comstock under this arrangement have reached $25 million

HOLDING COSTS.

i. Tonogold shall be responsible for meeting (or continuing to meet) the carrying costs (lease costs, permits, insurance, annual claim fees, property tax, etc.) associated with the areas covered by the New Agreement, including:

a. The Lucerne Project – $1 million pa

b. The American Flats Property $1 million pa, and

c. The Expanded Storey County Claims – $0.1 million pa (new commitment)

ii. The total holding costs to be met by Tonogold pursuant to the New Agreement is estimated at $2.1 million per year, of which over $1 million per year having been Tonogold’s responsibility since the October 2017 agreement.

STRUCTURE.

The New Agreement provides for Tonogold acquiring a 100% ownership in Comstock Mining LLC (currently a wholly owned subsidiary of Comstock), which owns the mining claims as well as the various permits required to operate, including the Storey County Special Use Permit for mining and processing that was recently extended until 2034.

LUCERNE UPDATE.

Mine Development Associates (“MDA”), of Reno, Nevada are in the final stages of completing an updated 43-101 Resource Estimate for Lucerne, which follows Canadian Institute of Mining guidelines and will be reported in a Canadian NI 43-101 Technical Report. That updated report will form the foundation from which to launch Tonogold’s previously stated target of securing production of around 80,000 ounces of gold per annum generating around $50 to $60 million of operating cash flow for an initial 4 to 5 years commencing in approximately 2-years.

THE COMSTOCK LODE – HISTORY.

The discovery of major gold and silver deposits near Virginia City in 1859, resulted in the highest and most valuable concentration of precious metals ever established over a two- square mile area anywhere on the planet at that time. This area is known as the Comstock Lode.

Most of the 8 million ounces of gold and 200 million ounces of silver produced from the Comstock Lode, occurred during the 20-year period 1860 through 1880. It is reported that the best individual year was 1877 when some 740,000 ounces of gold and 20 million ounces of silver were produced.

Over 80% of the historic production came from 20 deposits (which recovered ~6.9 million ounces of gold and 173 million ounces of silver (11.3 million ounces of gold equivalent) from 7.8 million tonnes of ore (27 g/t gold plus 690 g/t silver or ~45 g/t AuE). See Table 1 below.

The table below provides details of some of the more significant production contributors from the Comstock Lode since 1859, all, with the exception of the Ophir Mine, of which are covered by Tonogold’s Expanded Land Position.

As a result of the low prices for precious metals during the mid to late 1800’s (gold ($19/oz) and silver ($0.50/oz)), profitable operations required a minimum grade of around 30 g/t of gold (or gold equivalent) to merely cover the cost of operations, estimated at that time to have been around $20 per ton.

At grades averaging up to 66 g/t AuE (1.9 ounces of AuE per ton), revenue of up to $36 per ton and costs of around $20 per ton, provided good margins during the second half of the 1800’s. However, those margins were eroded as the negative impact of inflation on costs were not compensated by a corresponding increase in the gold price (the result of the gold price being “fixed” to the US dollar (the “gold standard”) throughout this period), which would have forced the closure of many of the mines during the early 1900’s.

Only when the gold standard was abolished by President Nixon in the early 1970’s and the gold price was allowed to float, has its value improved, such that the current price ($1,250/oz) it is some 2.4 times higher today than the CPI adjusted price in 1860 ($530/oz).

In addition, significant technological advancements in mining and metal extraction have seen costs reduce by at least 200% in real terms since 1860.

The combination of macro-economic factors highlighted above, coupled with the regions proven world class endowment, and securing 100% rights over the significant and contiguous landholding that the New Agreement provides, results in an unprecedented opportunity for Tonogold to quickly and substantially increase the resource base.

In this regard, Tonogold’s initial exploration strategy at Comstock will be to:

1. Assess those deposits regarded as too low grade at that time (for example Occidental, Justice, etc.) who’s workings are regarded to have been more exploratory than productive to determine whether higher grades along the deposit and down dip would improve. These deposits offer an excellent opportunity for what is today regarded as high-grade discoveries which have been virtually untouched by historic mining activities.

2. Test the magnitude and continuity of the ore that the old timers left behind (as waste – i.e. less than ~20 g/t) that would be regarded as economic today,

3. To test the potential for both depth (down-dip) and lateral extensions of the bonanza grade structures that the old timers may not have realized existed due to lack of modern day exploration methods, equipment, techniques and geological understanding.

4. Assess and transact commercial opportunities to further consolidate our landholding in the region.

A drill program is planned to commence as soon as possible.

DURANGO.

Tonogold has determined that the exploration opportunities available from the New Agreement are significantly better than those of the three exploration projects in Durango, Mexico that Tonogold had optioned. As a result, Tonogold has decided not to exercise the option over these assets but instead to focus our resources on exploration in and around Lucerne and the Comstock Lode.

FOR FURTHER INFORMATION PLEASE CONTACT…

Mark Ashley (CEO Tonogold Resources Inc)

E: mjashley3@gmail.com

T: 858 456 1273

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 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: 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,” “target,” “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 any other securities of the Company.

TONOGOLD RESOURCES INC. ANNUAL MEETING OF SHAREHOLDERS 2018

LA JOLLA, California, September 12th, 2018. Tonogold Resources Inc. (OTC:TNGL) (“Tonogold” or “the Company”) advises that it will be holding its Annual Meeting of Shareholders on Monday, September 24th at 11.30am at the Gold Hill Hotel, Virginia City, Nevada.

The Notice of Meeting and Proxy Statement (with details on how to vote) have been mailed to shareholders on record as at August 9th, 2018. The Notice of Meeting and Proxy Statement can be found on-line at tonogold.com/en/investors/legal-notices/

This year, we have arranged for shareholders to be able to vote on-line by going to website www.proxyvote.com. You will need your Control Number (shown in the box appearing on your Proxy Voting Card).

The purposes of the meeting are to:

1. Approve and ratify the minutes of the prior meeting of the Stockholders;
2. Elect the nominees to the Company’s Board of Directors to serve until the Company’s 2019 Annual Meeting of Stockholders; the nominees for election as Directors: Mark Ashley, Gustavo Mazon, Travis Miller, Jordan Moelis, Robert Kopple and Brian Zamudio;
3. Approve an increase in the number of authorized shares from two hundred million (200,000,000) to seven hundred million (700,000,000) shares; and
4. Any other business that may properly come before the meeting.

Following the meeting, Tonogold’s CEO will make a presentation on the Company’s short, medium and longer-term outlook and will take questions from shareholders.

Following the formal meeting and management presentation, there will be a tour of the Comstock site and infrastructure for shareholders and investors. We will attempt to accommodate all those who wish to participate in the site tour, but as numbers are restricted, it is recommended that you complete the on-line site tour request found at tonogold.com/en/2018-annual-meeting-of-shareholders/shareholders/ as soon as possible or contacting the Company by email at mjashley3@gmail.com or by telephone (+1 858 456 1273).

For those shareholders who won’t be able to attend the meeting in person, you will be able to view the presentations and follow the meeting in real time and ask questions via a Virtual Shareholder Meeting facility by going on-line to www.virtualshareholdermeeting.com/TNGL2018. In order to ask questions, you will need to sign-in using the unique Control Number appearing on you Proxy Voting Card.

Mark Ashley (President and CEO).

TONOGOLD RESOURCES EXERCISES OPTION WITH COMSTOCK LUCERNE DEPOSIT (VIRGINIA CITY, NEVADA)

La Jolla, California, April 9th 2018. TONOGOLD RESOURCES INC. (OTC:TNGL) (“Tonogold”) is pleased to announce that it has entered into the second phase of its option agreement with Comstock Mining Inc. (“Comstock”) and last week paid the scheduled $2 million to Comstock, pursuant to the agreement dated October 3rd 2017 (the “Agreement”), which was announced to the market by Tonogold on October 5th 2017.

The Agreement provides Tonogold an exclusive right to earn a 51% controlling interest in 1,162 acres of mining claims in the highly prospective Comstock Lode region in Virginia City, Nevada, which includes the Lucerne gold-silver Deposit, located in Storey and Lyon Counties, Nevada.

The decision by Tonogold, follows a detailed 6-month technical and economic assessment of the Lucerne deposit by Tonogold’s technical consultants, Mine Development Associates (“MDA”), of Reno, Nevada, which included the development of a new resource model.

At this time the resource and preliminary economic pit design work completed by MDA has provided Tonogold with confirmation that the resource at Lucerne is likely to support a technically and economically viable mining operation, although further data validation and verification will be required before MDA are able to provide Resource and Reserve estimates suitable for production planning and public reporting.

As foreshadowed in our October 5th 2017 announcement, the work over the past 6-months has confirmed that the Resource estimate for Lucerne is likely to be significantly lower than previously estimated by Comstock, mainly the result of (i) the cut-off grade of the previous estimate (at 0.007 ounces of gold per ton) being too low, (ii) high grade zones having overstated grade and tons within the overall resource grade and (iii) that a significant part of the official resource is at a depth below which economic extraction is contemplated.

Tonogold emphasizes again that it is the quality of the resource that is far more important than the quantity and is confident that the changes from the previous resource estimate should deliver an economically feasible, and ultimately profitable mine plan, with significantly enhanced performance when compared to the mining that occurred between 2012 and 2015. The new resource modeling work by MDA, through explicitly modeling each mineralized zone, ensures that the possibility for grade smearing is effectively eliminated.

The work program covering the next 12-month period will include MDA completing the validation work required to provide a Resource estimate, undertaking a Reserve estimate, and producing an economic assessment, all suitable for reporting under Canadian NI 43-101.

At this time, Tonogold is targeting future operations that would provide annual gold production (on a 100% basis) of between 75,000 to 100,000 ounces of gold per year, plus 600,000 ounces of silver with cash operating costs targeted to be under $800 per ounce.

Under the original Agreement, Tonogold has the right (option) to acquire a 51% interest in the plant, equipment and related infrastructure (“Processing Facility”) for $25 million prior to recommencing production. Tonogold and Comstock today entered into a supplementary agreement which provides Tonogold commercially attractive toll treatment terms as an alternative. In summary, if Tonogold elected the toll treatment alternative, Comstock will retain 100% ownership of and Tonogold shall rent and operate the Process Facility, paying Comstock a usage fee of $1 million per annum plus $1 per ton processed.

As set out in our October 2017 announcement, in order for Tonogold to earn a 51% interest in the Lucerne deposit, it will be required to invest a total of $20 million over a 42-month period (which commenced in October 2017) on work programs developed and managed by Tonogold, on the Lucerne Properties; the objective being to produce a commercially and technically robust mine plan and feasibility study to enable profitable mining on the properties to commence. It should be noted, that the $20 million expenditure threshold is not a commitment, but a requirement to earn the 51% interest in the Lucerne Properties. In this regard, approximately $1 million has been invested by Tonogold to date.

New Board appointment.

The Company also announces that it has appointed Mr. Robert Kopple to the Board of Directors. Mr. Kopple is an experienced investor, businessman and lawyer. He is involved in a broad range of corporate financing activities with public companies. Mr. Kopple is a senior partner in a law firm based in Los Angeles specializing in estate planning, tax law and business transactions. His investments include diverse interests in real estate and in several operating companies in mining, health care and technology. Mr. Kopple is a significant investor in Tonogold Resources, Inc.

Quotes.

Tonogold’s CEO, Mark Ashley said “Although there is still much to complete prior to having a comprehensive and robust operating plan to justify a production decision, it has been pleasing to see our early operating concepts that have been developed over the past few years for the Lucerne deposit being validated by the detailed technical assessments undertaken to date. The relationship developed between Tonogold and Comstock has strengthened over this initial 6-month period and bodes well for a positive and constructive partnership in the successful pursuit of our mutual objectives”.

He added: “The support we have received from our shareholders and the investment community generally has been outstanding and we look forward to being able to continue to build accretive shareholder value driven by fundamentally based decisions using realistic assumptions and focused on the success of medium to longer-term growth objectives”.

Mr. Corrado De Gasperis, Executive Chairman and CEO of Comstock said, “We are pleased with the geological analysis and advancement, to date, on the Lucerne resource and the diligence of our mining partner and their advisors”. He added, “This venture has diligently focused on developing a sustainably profitable mine. We feel the potential of Lucerne depends on this type of technical collaboration, with the right partner and capital to enable it. Ultimately, Tonogold plans to invest over $20 million for 51% of the Lucerne Mine. Their methodical, technically diligent and credible advancement through the first phase, meeting all commitments and milestones, speaks for itself.”

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 Tonogold. Forwardlooking 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,” “target,” “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 any other securities of the Company.

Contact information for Tonogold Resources Inc.

Mark Ashley President & CEO.

M: +1 310 409 6504

E: mjashley3@gmail.com

TONOGOLD RESOURCES ENTERS INTO AN OPTION AGREEMENT TO ACQUIRE THE THREE GOLD/SILVER PROPERTIES IN DURANGO, MEXICO

LA JOLLA, Calif., Jan. 16, 2018 /PRNewswire/ – TONOGOLD RESOURCES INC. (OTC:TNGL) (the “Company” or “Tonogold“) is pleased to announce that it has entered into a binding agreement with a private Mexican company, which provides Tonogold an exclusive right (but not obligation) to acquire 100% interest in the Claudia, Promontorio and Montoros gold/silver properties located in Durango, Mexico (the “Projects“) for total consideration of $7.3 million in cash. All amounts stated are in U.S. dollars unless otherwise advised.

Principle Agreement Terms.

Tonogold has paid $100,000 for an initial 6-month option, which can be extended by 3 additional months at Tonogold’s election for a further payment of $1 million prior to the expiry of the initial option period. Both amounts form part of the $7.3 million purchase price in the event the option is exercised.

Highlights of an Acquisition.

• Potentially adds high quality gold-silver advanced exploration projects to our pipeline in a safe and well-known mining-friendly and cost competitive jurisdiction.
• Low cost option fee.
• Attractive acquisition value per gold equivalent ounce based on the historical resources.

Recent History.

In December 2004, Capstone Mining Corp. (“Capstone“) secured an option over various projects from Grupo Minero Bacis S.A. de C.V. including the three projects that Tonogold now has an option over. In September 2005, Capstone advised, in a news release as follows: “The following table summarizes the historic mineral resources of the projects from the records of Grupo Minero Bacis S.A. de C.V., the optionor of the projects (“Bacis”). These resource estimates have been calculated by Bacis and are reported as historical resource estimates. The Company must verify these resources before current mineral resources can be reported.”

Tonogold provides below the resource detail as it relates to the three projects, but in doing so, urges investors to use appropriate caution as Tonogold did not undertake the work necessary to verify the estimates nor their classification. Tonogold is not treating the historical resource estimates (below) as a NI 43-101 defined resource and advises that such historical estimates should not be relied upon. It is included to provide investors an “order of magnitude” potential for the Projects.

Historic Resource Estimate.

Mark Ashley, Chief Executive Officer of Tonogold Resources, stated “As was in the case of the Lucerne Mine, the identification of this opportunity and the formalization of the present agreement are the result of a number of years of diligent review of numerous opportunities that we had identified in the sector and the subsequent formation of sound commercial strategies aimed at securing control of opportunities that have the potential to become significant and financially robust projects in the near future.”

The Projects.

 

Claudia.

Claudia covers approximately 6,390 hectares and is located 135 kilometres NNW of Durango City, Durango State, Mexico in the El Papanton Mining District, Santiago Papasquiaro Municipality. The property covers a 10-kilometer hosting NNW trend of WSW and ENE dipping intermediate sulphidation gold-silver vein systems.

“Alteration is generally weak propylitization involving chlorite, epidote, calcite and pyrite with veins and small areas of argillization or clay development. Previous sampling (1993) from the Claudia vein reported grades of 4.7 g/t Au and 590 g/t Ag over 1.30 metres; 45 samples from the Mark Twain (N35W/85°NE) grading 5.9 g/t Au and 499 g/t Ag over 1.55 metres; 62 samples from the Guadalupana vein (N35W/65°SW) grading 5.2 g/t Au and 75 g/t Ag over 3.8 metres; 30 samples from the Mina Vieja (N40W/85°SW) grading 7.3 g/t Au and 379 g/t Ag over 1.56 metres; and 45 samples from the Providencia (N55W/80°SW). All the veins were hosted by andesite.” 1

1 Technical Report dated December 31st 2005 prepared for Capstone Gold Corp and Silverstone Resources Corp

Promontorio.

The Promontorio Property is regarded as an advanced exploration stage project with a small production history. The Property consists of 33 concessions which cover approximately 2,188 hectares in the El Oro Municipality, Promontorio district in Durango State, Mexico. The property covers several gold-silver bearing veins with the main Promontorio and Pericos veins reported to have produced ~250,000 tonnes of 3,500 g/t silver and 20 g/t gold during the 1930’s. The narrow, high-grade veins have been traced for more than 2 kilometres but previous exploration has mainly been conducted in a small area of the project.

The Promontorio mine was discovered in the late 1800’s and purchased by Negociacion Minera de Promontorio in 1887. It has been reported that:

• Until 1892, mineralization grading 7.5 kilograms per ton of silver was shipped to Fresnillo.
• In 1892 mineralization grading 3 kilogram per ton of silver was shipped to Durango and in 1900 mineralization grading 2 kilograms per ton of silver was shipped to Chinacates in Durango State.
• Production the Promontorio mine between December 1896 to 1906 yielded over 170,000 kilograms of silver and 476 kilograms of gold, which made the mine one of the significant producers of silver in Mexico.
• Production stopped in 1906 due to the Mexican Revolution.

Montoros.

The Montoros Project, consists of 17 concessions covering approximately 2,147 hectares, is situated in the Santiago Papasquiaro Municipality.

Four vein systems have been identified in the project area. Alteration consists of propylitization (chloriteepidote- calcite-pyrite) that is more common in the LVG rocks and clay alteration near the vein tops. Mineralization occurs as argentite, native gold, electrum, and base metals. The Periquitos vein contained about 10% chalcopyrite in semi-massive sulphide at the portal.

The Montoros vein systems were sampled on surface and by underground workings between 1992 to mid-1993.

Future Work.

Tonogold will be conducting a detailed evaluation program over the option period to undertake an initial but comprehensive technical and conceptual economic assessment of the Project, with priority emphasis given to Claudia, focusing on the potential for a high-grade underground mining operation, prior to deciding to exercise the Option later in the year.

Qualified Person.

The technical information contained in this news release has been reviewed and approved by Gregory B. Sparks, a registered Professional Engineer in the State of Colorado and a Qualified Person as defined by National Instrument 43-101.

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 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: 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,” “target,” “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 any other securities of the Company.

Contact information for Tonogold Resources Inc.
Mark Ashley.
President & CEO.
Tel +1 310 409 6504
mjashley3@gmail.com

TONOGOLD ANNOUNCES STRATEGIC GOLD JOINT VENTURE

Prominent Historic Comstock Lode, Nevada.

California, USA, October 5th 2017. Tonogold Resources Inc (OTC:TNGL) (the “Company’ or “Tonogold”) is pleased to announce that it has entered into a binding agreement with Comstock Mining Inc. (NYSE American: LODE) (“Comstock”), which amongst other things, provides Tonogold an exclusive right to earn a 51% controlling interest in 1,162 acres of mining claims in the highly prospective Comstock Lode region in Virginia City, Nevada, which includes the Lucerne Deposit, located in the Storey and Lyon Counties, as listed in Schedule 2 (the “Lucerne Properties”) and depicted in the map provided in Schedule 1.

PRINCIPLE AGREEMENT TERMS.

Tonogold has paid Comstock $200,000 for an initial 6-month option, which can be extended at Tonogold’s election for a further payment of $2 million prior to the expiry of the initial option period.

For Tonogold to earn a 51% controlling interest it will be required to invest $20 million over the next 42-months on work programs developed and managed by Tonogold, on the Lucerne Properties; the objective being to produce a commercially and technically robust mine plan and feasibility study to enable profitable mining on the properties to commence. It should be noted, that the $20 million expenditure threshold is not a commitment, but a requirement to earn the 51% interest in the Lucerne Properties.

The Agreement provides that a Joint Venture Steering Committee be established immediately with majority members being nominated by Tonogold. Work programs, budgets and other day-to-day operational decisions require a simple majority decision of the JV Steering Committee, thus ensuring Tonogold assumed operational control from the outset.

Other aspects of the agreement provide Tonogold with:

• An option over Comstock’s heap leach facilities (including the crushing, stacking, Merrill Crowe plant, gold recovery facilities, the American Flats mineral claims (totaling 1,013 acres – see map in Schedule 1), and other related infrastructure, plant and equipment (“American Flat PP&E”). Tonogold has the right to acquire 51% of the American Flat PP&E for $25 million once it has acquired a 51% interest in the Lucerne Properties. If exercised, the purchase price shall be payable to Comstock over an 18-month period commencing from exercising the American Flat PP&E option.
• A Right of First Refusal over mining claims (192 acres) covering Comstock’s Dayton gold and silver deposit.

 

FUTURE WORK PROGRAMS.

Tonogold believes that notwithstanding the operating losses incurred over the 3-year period (2012-2015) during which Lucerne ore was mined (open pit) and treated (heap leach), the project dynamics contemplated by Tonogold would be vastly different with significant economic improvements resulting from the adoption of industry best practice strategies, including:

1. Consideration of a higher rate of production (equipment and roster selection). Previous operations operated on an 8-hours/day, 5-days per week and as a result failed to secure the significant economic of scale benefits that were available.
2. Ensuring ore mined and treated is economic. The previous operations operated without a Reserve with surface mining relying on a Resource that (for a number of reasons summarized below) resulted in sub-economic ore (i.e. waste) being mined and treated. This is outlined further under the “Lucerne Resource” Section below.

Tonogold’s work programs over the next 3-years will be targeting sustained annual production in excess of 100,000 ounces of gold per year with cash costs of ~$750/ounce. The work program for the initial 6-month period is expected to include:

• Detailed Independent review of the Lucerne Resource
• Possible infill drilling within the Lucerne Resource
• As part of the initial review, there will be a focus on identifying high-grade zones within the overall Lucerne Resource to establish a better understanding on the structural controls and to help determine down-dip potential for subsequent drilling.
• Assessment of the various known high-grade underground opportunities such as Succor, PQ, Woodville, etc. and to consider drilling programs to gain a better understanding of their potential.

 

LUCERNE RESOURCE.

The Official Resource for the Lucerne deposit as reported by Comstock will, as part of the initial work program, be re-estimated by Tonogold’s technical consultants (Mine Development Associates (“MDA”), Reno) with an initial focus on that part of the Resource that is likely to be converted into a Reserve.

Tonogold is wary to pre-empt the results and outcome of the future work in this area (which is likely to take 6 to 12-months to complete), but believes that it is important for investors to gain a general understanding of some of the Resource issues that have come to light during Tonogold’s due diligence program, and to be aware that this is expected to result in a significant reduction in the Resource as currently reported by Comstock of 79.8 million tons at 0.027 ounces of gold per ton (“o/t Au”) (0.92 grams of gold per tonne (“g/t Au”)), for 2.14 million ounces of contained gold which uses a 0.007 o/t Au (0.24 g/t Au) cutoff. The expected reduction is the a result of:

• The cutoff grade assumed of 0.007 o/t Au (0.24 g/t Au) is, in Tonogold’s opinion, far too low given the prior operating conditions. Tonogold believes that even with the economies of scale expected to be achieved in future operations, a cutoff grade of 0.02 o/t Au (0.69 g/t Au) would be more appropriate. Based on Comstock’s Resource statement, this would reduce the pre-mined Resource from 2.14 million ounces of gold to 1.55 million ounces of contained gold.
• There is a requirement within Canadian Institute of Mining’s (“CIM”) definitions of resources, upon which Canadian National Instrument 43-101 relies, that a resource must have “reasonable prospects for economic extraction”. The Official Resource for Lucerne includes mineralization down to 1,520 feet (463 meters). Tonogold believes that mineralization below 820 feet (250 meters) would not, at this time, meet the “reasonable prospects for economic extraction” at a cutoff of either 0.007 o/t Au or 0.02 o/t Au. The CIM-reported Resource below 820 feet amounts to around 0.5 million ounces of contained gold (using a 0.02 o/t Au cutoff).
• Finally, following a review and analysis of the Resource by Tonogold’s technical consultants, and when comparing the Resource with actual past production (resource/production reconciliation), there is evidence that the official resource estimate may have been overstated by over 30%.

Tonogold emphasizes that it is the quality of the resource that is far more important than the quantity.

Notwithstanding the negative implication of these issues, Tonogold is significantly comforted that the losses previous suffered can reasonably and realistically be converted into significant returns, by (in particular):

• The Development of a technically robust resource model,
• The Completion of a Reserve estimate that would also be compliant with NI 43-101 and CIM Guidelines,
• The establishment of a detailed and robust mine plan
• The consideration of appropriate scale of operations (equipment sizing, rosters, etc.)
• Undertaking and completing a technical and economic feasibility study prior to committing to recommence production.

 

FUNDING.

Since June 30th 2017, Tonogold has secured commitments for an additional $1 million of subscriptions from a small group of investors, in respect of the Company’s five (5) cent convertible loan note, which together with the cash on hand at June ($352,000) provide the Company with the financial resources required for the initial 6-month program.

LISTING CONSIDERATION.

The execution of this Agreement provides Tonogold with a potentially significant company-transforming asset, which now justifies our seeking an upgrade of our current listing status to at least a fully reporting entity. In addition, Tonogold is now considering seeking a listing on the Toronto Venture Exchange as soon as practical (expected within 12-months) and has embarked on the assessment of various avenues to achieve this. The upgrade listing objectives are designed to widen the investor base to enable other investor groups that are currently prohibited from investing in Tonogold, to be able to do so in the future.

QUOTES.

Mark Ashley (Tonogold’s President and CEO), commented: “We commenced our negotiations with Comstock over 15-months ago. The positive, constructive and open dialogue that has been nurtured by both companies over this period has ensured that the resultant Agreement provides a structure that’s not only workable but importantly provides a strong foundation for a successful strategic partnership for the benefit of both companies. Tonogold has also gained a significant and detailed understanding of the opportunities and potential that the Lucerne Properties provide over this period.”

Corrado de Gasperis (Comstock’s CEO) stated “We have been impressed by the commitment, diligence and frankly, passion, exhibited by Mark and the Tonogold team. We believe the success of Lucerne depends on this type of technical diligence, development and competencies that Mark and his team have demonstrated over the past year-plus. We have the right partner with the right capital support to maximize the value of the Lucerne operation.”

SHARE ISSUE.

Tonogold also advises that 85,139,994 new shares were issued during September 2017, as contemplated in the previous Financial Statement lodgments (under the heading “Condensed Statement of Shareholders’ (Deficit)”), bringing the Company’s issued share capital to 104,321,659 shares.

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 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: 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,” “target,” “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 any other securities of the Company.

Contact information for Tonogold Resources Inc.

Mark Ashley

President & CEO

Tel +1 310 409 6504

mjashley3@gmail.com

TONOGOLD – STRATEGY UPDATE

Tonogold Resources Inc. (OTC: TNGL) wishes to advise the market with regard to its strategy in light of the current low iron ore price environment.

 

Background.

Since completing the acquisition of Mil-Ler, the owner of the NevMex Iron Ore project in Mexico, Tonogold has been developing and formulating various strategies in light of the current weak environment for iron ore. The NevMex project has remained on care-and-maintenance during this period, at minimal holding cost and in doing so we are not suffering from operating losses being incurred by other producers as a result of the low iron ore price.

The NevMex iron ore project is located 40kms north of Hermosillo (the capital of Sonora, Northern Mexico). The ore is predominantly magnetite and utilizes a simple two-stage crushing and dry magnetic separation process that produced approx. 30,000 tonnes of iron ore per month containing 58% Fe. Total costs (including shipping to China) are ~$55/t.

The current price for 58% Fe is approximately $63/t1 to which an off-take discount of 18% ($11/t) was applied, mainly due to high sulfur levels (~0.7%) in the final product.

Tonogold’s strategy has been reviewed and it has been decided that delaying re-commencement of production, until we see signs of a price correction and/or confirmation of our ability to produce a higher quality product with increased margins, would be in the best interests of the Company.

We strongly believe that the current low iron ore price is not sustainable in the long run and that at a long-term sustainable price the NevMex project would generate positive net margins of at least $10/t, which exclude the benefit of any project optimization initiatives that we believe, can be achieved.

 

Optimization strategies.

We are currently assessing a number of project optimization strategies including those that could provide significant benefits from milling and wet magnetic separation. In this regard, we have recently conducted, through an independent laboratory in Hermosillo, initial test-work on the 58% Fe product previously produced from the NevMex project. This test-work highlighted that by grinding the product to around 150 microns followed by wet magnetic separation, ~96% of the iron could be successfully recovered within 82% of the mass, resulting in a high-grade product containing +68% Fe being achieved. The current price for a 68% Fe product is around $90/t1 (i.e. $30/t higher than for a 58% Fe product).

Additional test-work is now planned to include further grind size/recovery optimization work as well as sulfur reduction with the objective of eliminating the sulfur penalty previously imposed. In addition, we have identified and are assessing various commercial opportunities (both organically and externally) that would enable us to produce a high-grade premium product in the medium-term.

 

Site Activities.

Site activities have recently re-commenced whereby we are mining approximately 250,000 cubic meters of overburden (waste), over an expected 9-month period, crushing the material and selling the product as road base under contract with a local road contractor. The net proceeds from the sale of the road base will more than cover all site costs over this period, resulting in a zero-cost waste removal program and, at the same time, expose more of the ore body in advance of a subsequent production decision.

 

Gold.

Our strategy with regard to our gold properties in Nevada has not changed and we continue to assess and pursue various opportunities (including sale, joint venture etc.) in order to realize the value of these assets in the near-term.

 

Capital Raising.

In light of the new strategy and the current market conditions, we no longer need to raise $10 million previously contemplated which has therefore been deferred. However a smaller raising (of between $1.0 to 1.5 million) to Accredited Investors to fund the work program pursuant to the new strategy is now planned.

 

Iron Ore price.

Current iron ore price ($71/t for 62% Fe CFR Qingdao basis) is trading below long-term levels necessary to provide economic supply/demand equilibrium. Various short/medium term issues have exacerbated the situation, including:

Higher global production triggered by the rapid consumption and price increases in China during two periods; 2004-2008 and again in 2010-2012. China has accounted for 95% of the global demand increase since the year 2000.2

As a result of the perceived continued growth of Chinese steel consumption, considerable over-investment has been focused on the sector. More than 60% of Chinese domestic iron production (> 300 million tonnes) and nearly half of global supply, (> 800 million tonnes) is currently unprofitable.3

Large debt burdens, required to finance the infrastructure associated with many of the world’s largest operations require those operations to sustain production even in a loss making price environment; advantaged producers are those with low Capital Expenditure per tonne of annual capacity which are not burdened by debt3, such as Tonogold.

Cumulative cost curve for iron ore confirms that the current price cannot be sustained in the long run, with few producers, outside the four largest, remaining profitable in today’s environment.

 

CEO Comments.

Tonogold’s CEO, Mark Ashley, stated: “Although the current weakness in the global iron ore price is having a significant negative impact on the profitability of iron ore producers and, as result, their share prices, we have positioned ourselves such that we are effectively protected from the current price weakness”.

He added “Our revised strategy ensures that the inherent value of our iron ore assets are maintained, to be realized once we confirm the commercial viability of producing a high-grade premium product with significantly higher margins and/or the inevitable recovery in the iron ore price”.

Tonogold Resources, Inc. is a minerals exploration company based in La Jolla, California. For more information on the company visit their website www.tonogold.com.

 

Safe Harbor Statement.

This press release contains certain forward-looking information about Tonogold Resources, Inc. (“Tonogold”) which is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as “expect(s),” “feel(s),” “believe(s),” “will,” “may,” “anticipate(s),” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of Tonogold Resources, Inc. that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include: our lack of operating revenue and earnings history, our need for additional capital to pursue our business strategy, some of our managers lack formal training in the mining business, the grade and quantity of minerals in our projects may not be economic, we do not have fee title to our properties, but derive our rights through leases and the Mining Law, changes to the Mining Law may increase the cost of doing business, we are a non-reporting company and as such do not make periodic filings with the Securities and Exchange Commission, we trade on the Pink Sheets and there can be no assurances that a liquid market will develop in our securities, mining is subject to extensive environmental regulations and can create substantial environmental liabilities, gold, silver and other metals are commodities which have substantial price fluctuations, a drop in prices could adversely affect future profitability and capital raising efforts, and mining can be dangerous and present operational hazards for employees and contractors. Readers are cautioned not to place undue reliance on these forward-looking statements. Tonogold does not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

For further information please contact:

 

Mark Ashley, mjashley3@gmail.com

Phone: (858) 456-1273

 

1Based on 62% Fe Fines, CFR Qingdao Port of $71/t at January 8th, 2015

2Wood Mackenzie: Iron Ore: Readjusting Capital Investment to the New Reality, Nov 2014

3CRU Metals: Africa, a growing heavyweight in iron ore supply, June 2014

TONOGOLD APPOINTS MR. JORDAN MOELIS AND MR. GUSTAVO MAZON TO BOARD OF DIRECTORS

LA JOLLA, California, October 1, 2014 – Tonogold Resources Inc. (OTC: TNGL) (the “Company” or “Tonogold”) is pleased to announce the appointment of Mr. Jordan Moelis and Mr. Gustavo Mazon as non-executive directors of Tonogold effective immediately.

Mr. Mark Ashley (Tonogold’s CEO) said that both Mr. Moelis (who is based in Los Angeles) and Mr. Mazon (who is based in Hermosillo, Mexico) bring significant skills and knowledge to the board, which together with their strategic mind set and enthusiasm, will be of tremendous value to Tonogold as it moves to build a major resource company.

Today’s appointments follow the recent announcement that Mr. Travis Miller has been appointed as an executive director of Tonogold. Mr. Ashley stated that he believed that the new board members each had unique but complimentary skills, knowledge, experience, and importantly, shared a like-minded and common sense approach to growth.

Mr. Mazon stated that he had been following closely the significant advancements and success that Mr. Miller has had in establishing the foundation for a major iron ore operation in Hermosillo (the capital of Sonora, Mexico). Mr. Mazon said “in my opinion, Mexico (and specifically Sonora) offers significant advantages for the mining industry, including competitive wage levels, good infrustructure and of course an appropriate geological setting.”

Mr. Moelis said that he believed that the specific iron ore opportunities open to Tonogold in Sonora are substantial. “On paper, those opportunities looked compelling” he said. “But after recently traveling to Hermosillo to assess the project and experience first hand the existing infrastructure it became apparent to me that those opportunities are not only significant but achievable”.

 

Background of Mr. Jordan Moelis.

Mr. Jordan Moelis is a US citizen residing in Los Angeles, California and is the Founder and Managing Partner of Deep Field Asset Management, a Los Angeles based investment firm. Prior to founding Deep Field in 2014, Jordan was a research analyst at Serengeti Asset Management in New York.

At Serengeti, Mr. Moelis played a key role in investment decisions in the steel and iron ore space, which he has followed closely since 2011. During this time, Mr. Moelis gained a detailed understanding of the sector, in particular regarding global supply and demand for iron and steel, as well as for the trade dynamics between iron ore miners and steelmakers.

Mr. Moelis attended The Wharton School of the University of Pennsylvania, where he graduated summa cum laude in 2009 before receiving his M.B.A. from the same school in 2010.

 

Background of Mr. Gustavo Mazon.

Mr. Mazon is a Mexican citizen, and resides in Hermosillo, Mexico (the capital of Sonora) having studied at the Culver Military Academy in the USA and at ITESM (Monterrey, Mexico) where he received his Degree in Business and Finance.

Mr. Mazon’s business interests in Mexico include being the founder and director of numerous entities, including SIAC Comedores (a company servicing the mining and manufacturing sectors throughout Mexico) and Biologicos Especializados (an out-patient clinic network specialized in chronic degenerative deceases and cancer treatments).

In addition, Mr. Mazon is a board member and advisor to OPESSA, a Corporation owned by the Mazon family, which has interests in various industries in the Sonora State and throughout Mexico. Through OPESSA, Mr. Mazon has been actively involved in the construction, mining, exploration and sustainable energy sectors.

The Mazon family is one of the most highly respected, influential and successful families in Mexico, with the Mazón Group being one of the oldest business organizations in the northwest region of Mexico, with interests in numerous sectors including livestock, telecommunications (through its interest and business venture with Megacable Holdings a listed entity with a market capitalization of over $50 billion), agricultural, transportation, agro-industry, livestock, development of industrial parks, recreational, tourism, industrial and residential property development and mining.

Tonogold Resources, Inc. is a minerals exploration company based in La Jolla, California. For more information on the company visit their website www.tonogold.com.

 

Safe Harbor Statement.

This press release contains certain forward-looking information about Tonogold Resources, Inc. (“Tonogold”) which is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as “expect(s),” “feel(s),” “believe(s),” “will,” “may,” “anticipate(s),” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of Tonogold Resources, Inc. that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include: our lack of operating revenue and earnings history, our need for additional capital to pursue our business strategy, some of our managers lack formal training in the mining business, the grade and quantity of minerals in our projects may not be economic, we do not have fee title to our properties, but derive our rights through leases and the Mining Law, changes to the Mining Law may increase the cost of doing business, we are a non-reporting company and as such do not make periodic filings with the Securities and Exchange Commission, we trade on the Pink Sheets and there can be no assurances that a liquid market will develop in our securities, mining is subject to extensive environmental regulations and can create substantial environmental liabilities, gold, silver and other metals are commodities which have substantial price fluctuations, a drop in prices could adversely affect future profitability and capital raising efforts, and mining can be dangerous and present operational hazards for employees and contractors. Readers are cautioned not to place undue reliance on these forward-looking statements. Tonogold does not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

For further information please contact:

 

Mark Ashley, mjashley3@gmail.com

Phone: (858) 456-1273