News

TONOGOLD APPOINTS DR. ODIN CHRISTENSEN TO ITS TEAM

Woodland Hills, California, March 1, 2021. TONOGOLD RESOURCES, INC. (OTC TNGL) (“Tonogold” or “the Company”) is pleased to advise that Dr. Odin Christensen has accepted appointment to Tonogold’s advisory board and technical committee effective immediately. Dr. Christensen will advise and assist Tonogold, plan, execute, and expand its ongoing drill exploration program in the Comstock Mining District.

Dr. Christensen is a geologist with over 45 years of experience in the mineral exploration and mining industry. Since 2003, Dr. Christensen has been a consulting minerals exploration geologist with Hardrock Mineral Exploration of Flagstaff, Arizona. Prior to that, he was with Newmont Mining Corporation for 21 years. From 1985-1989, Dr. Christensen served as Exploration Manager for Newmont Mining Exploration Limited and Carlin Gold Mining Corporation in northeastern Nevada with responsibility for exploration and mine geology on the Carlin trend. From 1989-1991, Dr. Christensen served as Vice President of Exploration for Newmont Gold Company. From 1991-2000, he was appointed Chief Geologist for Newmont Mining Corporation, with responsibility for technical oversight of Newmont’s worldwide exploration and mine geology programs. Dr. Christensen has worked in 26 countries in Asia, Africa, Europe and North and South America. He holds a bachelor’s degree in geology from the University of Minnesota and a PhD in geology from Stanford University.

Dr Christensen’s considerable Nevada focused experience and his success in precious metals exploration worldwide will significantly benefit Tonogold and its Comstock project moving forward.

Dr Christensen said, “I look forward to working with the Tonogold technical team to advance exploration in the Comstock Mining District. Tonogold has been working for years to secure control of a consolidated land position and to integrate the extensive district technical records of extensive mining during the late 1800’s with the written history of miners and geologists of the day to develop an amazing three-dimensional model of the district. This model, combined with current geologic understanding and modern drilling technology, will guide a very focused and effective exploration program.”

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: 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 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 Tonogold 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. 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 Tonogold’s securities. All subsequent written and oral forwardlooking statements by or attributable to Tonogold or persons acting on their behalf are expressly qualified in their entirety by these factors. Tonogold does not 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.

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: mjashley3@gmail.com

 

TONOGOLD VERIFIES GOLD AND SILVER MINERALIZATION BELOW THE LEVEL OF THE SUTRO TUNNEL ON THE COMSTOCK LODE AND HITS 25 METERS AT 13.5 g/t GOLD AND 38.4 g/t SILVER ON THE OCCIDENTAL/BRUNSWICK LODE

CORPORATE UPDATE:

La Jolla, California, February 2, 2021. TONOGOLD RESOURCES, INC. (OTC TNGL) (“Tonogold,” “us,” “our,” “we,” or “the Company”) advises of the following:

Since our November 17, 2020 update, we have pushed forward the early stages of our $7 million drill exploration program aimed at proving the existence of significant gold and silver mineralization in the Comstock District located in the vicinity of Virginia City and Gold Hill, Nevada, approximately 40 kilometers southeast of Reno. Tonogold recently secured 100% control of 3 kilometers of the Comstock Lode’s 5 kilometer strike length from Comstock Mining, Inc.

 

DRILL PROGRAM SUMMARY:

Drilling began on September 8, 2020. Tonogold has two drill rigs on site, one reverse circulation (RC) and one core. To date, the drillers have completed six holes: four on the Gold Hill section of the Comstock Lode and two on the Occidental/Brunswick Lode.

Figure 1. Known mineral systems and drill collar locations:

 

Figure 2. Longitudinal Section showing Drill targets in the Gold Hill section of the Comstock Lode:

 

Gold Hill drilling encountered mineralization verifying the geologic model and supporting documentation compiled by Tonogold. However, as predicted by our historical research, ground conditions have proven very difficult, slowing drilling and negatively impacting sample recovery.

Drilling on the Occidental/Brunswick Lode is very encouraging, verifying previous drilling and expanding known mineralization. The Occidental/Brunswick exploration program will now begin infill and expansion drilling of the mineralization.

 

Description of holes completed or in progress:

* in progress or pending completion with core.

 

Summary of results received from completed drill holes:

* no recovery 14.63 – 15.09 m, 18.59 – 18.9 m, and 29.26 – 30.48 m.
Assays pending for intervals above the primary mineralized zones in holes TC-001, TC-002, and TC- 002D; see body of press release for detailed descriptions.

 

DETAILS OF TONOGOLD’S DRILLING PROGRAM:

GOLD HILL — Tonogold’s primary exploration target is the Gold Hill section of the Comstock Lode.

To date, we have completed three holes on the old Overman ground (one core hole (TC-001D), and two RC holes (TC-001 and TC-002)) and one core hole on the old Kentuck Mine (TC-002D). We have also precollared two other holes targeting zones of suspected mineralization in the old Belcher and Yellow Jacket mines (TC-003 and TC-004).

On the Overman ground, hole TC-001 was drilled as an angle hole but shallowed over its length and was terminated (as discussed in the news release dated November 17, 2020). Hole TC-002 was completed from the same pad as a vertical hole. Both TC-001D and TC-002 encountered zones of quartz veining that showed the presence of weak gold and silver mineralization. We interpret both holes as representing the Silver City and Comstock lodes just south of their intersection. (See results table above.)

On the Kentuck ground, difficult drilling conditions greatly slowed progress with core hole TC-002D. The hole intersected the quartz veining associated with the Comstock Lode’s hanging wall at a depth of 575 meters. From that point, the hole passed through the Comstock structure for 30.8 meters, from a depth of 575 meters to 605.8 meters. Tonogold expects the structure’s true width to be between 85% and 90% of the downhole intersection. Assay results returned values ranging to 3.43 grams per tonne (“g/t”) gold (“Au”) over 1.52 meters against what we believe to be the lode’s footwall. (See results table above.)

South of TC-002D, the drillers pre-collared hole TC-003 (cross section below). Significant ground water was encountered and resulted in the premature termination of the pre-collar at a depth of 305 meters. A core rig is currently advancing the hole (as TC-003-D1) in order to test a zone of suspected gold and silver mineralization in the old Belcher Mine. This is Tonogold’s first hole targeting a specific, high-probability target identified by our historical research. This level hasn’t been prospected or mined since the deep levels of the Gold Hill mines were lost to an underground flood in the early 1880s. Among other relevant evidence, our research uncovered a Belcher Mine report published in the Mining & Scientific Press in 1886 that states, “exploration on the 1,750 [foot] level shows the ore to continue into the submerged depths below.” Hole TC-003/TC-003-D1 aims to test the mineralization described in that report (see Figure 3 below).

Figure 3. Cross Section of Hole TC-003/TC-003-D1:

North of hole TC-002D, Tonogold has pre-collared hole TC-004 to a depth of 444 meters (see Figure 4 below). This hole targets another specific location of suspected gold and silver mineralization identified by our historical research in the old Yellow Jacket Mine about 600 meters below the surface. The core rig will continue this hole through its intersection with the Comstock Lode once it has completed hole TC-003-D1.

Figure 4. Cross Section of Hole TC-004:

We have received additional permits for further drill locations that will allow us to test other high-priority targets identified by our historical research in the Gold Hill section of the Comstock Lode above the Sutro Tunnel. The Sutro Tunnel is the long adit built in the nineteenth century to drain the Comstock Lode to a depth of approximately 500 meters below the surface. We are also currently filing additional permits.

 

OCCIDENTAL/BRUNSWICK LODE

In addition to the Comstock Lode, Tonogold has a second exploration target on the Occidental/Brunswick Lode, where prior drilling showed the presence of gold and silver mineralization.

The Occidental/Brunswick Lode is a parallel structure lying about 1.0 to 1.5 kilometers east of the main Comstock. During the nineteenth century, approximately 34,000 tonnes of mineralized material was extracted from the Occidental Mine at an average head grade of approximately 40 g/t gold equivalent.

Accordingly, Tonogold added to its control of the Occidental/Brunswick Lode in 2020 by securing an option on a group of claims covering the lode’s southern extensions. Tonogold now controls nearly 4 kilometers of the Occidental/Brunswick Lode’s strike length.

The owner of the claims on which Tonogold recently secured an option conducted a small-scale reverse circulation drill program in 2018. Those holes demonstrated the presence of significant near-surface oxide gold and silver mineralization (see results table below). Consequently, Tonogold has developed a second exploration program to confirm and expand on those results.

 

Summary of results from the 2018 RC exploration of the Occidental/Brunswick Lode:

*I18-12 is the hole twinned by TC-003D
** No recovery 60.96-62.48 m
NSI = No significant interval
True thickness of mineralization estimated to vary from 20% to 100% of the interval length, with an average of about 77%.

 

The first phase of Tonogold’s Occidental/Brunswick Lode exploration encompasses 22 holes with an initial budget of approximately $600,000. The first two holes of this program were completed in December 2020.

The first of those holes (TC-003D) confirmed known existing high-grade mineralization by drilling within 2 meters of 2018 hole I18-12.

The distribution of grades in reverse circulation drill hole I18-12 indicated the possibility of down hole contamination in portions of the mineralized interval. While our recent results did not completely eliminate that possibility, TC-003D did confirm the presence of a wide near-surface, high-grade mineralized zone and a narrower low-grade zone at depth. The most significant interval averaged 57.9 g/t Au and 77.2 g/t silver (“Ag”) over 5.18 meters. Details of the mineralized intervals encountered in TC-003D are summarized in the following table:

 

* no recovery 14.63 – 15.09 m, 18.59 – 18.9 m, and 29.26 – 30.48 m.
True thickness estimated at approximately 80% to 85% of interval length.

 

After completing hole TC-003D, Tonogold stepped 23 meters to the northwest and completed a second core hole (TC-004D). Preliminary results indicate the near-surface mineralized zone encountered in TC- 003D was intersected in TC-004D. Final assay results for hole TC-004D are pending.

Should results of Occidental/Brunswick exploration warrant, Tonogold plans to expand exploration of the structure with an eye toward defining resources. If successful, Tonogold anticipates that those resources could be processed at the existing processing facility in American Flat, which Tonogold has exclusive rights to operate under a long-term lease arrangement.

 

Tonogold’s QA/QC procedures:

Drill core is logged for geology, photographed, and marked for sampling on breaks averaging 1.52 meters in length. Following logging, the core is sawn in half with one half placed in labeled sample bags and sealed for delivery to the assay lab. RC samples are collected on 1.52-meter intervals in labeled sample bags and generally contain a ¼ split. Representative chips from the intervals are logged for geology. Both core and RC samples are stored at a secure facility prior to transport to the assay lab.

Certified standards, blanks and duplicate samples are inserted in the sample series at the rate of one each per every 20 samples. Samples are delivered to ALS Minerals’ lab in Reno, Nevada where they are dried, crushed and pulverized. Gold analysis is performed at the Reno facility utilizing a 30-gram fire assay with an AA finish (Au-AA23). Samples containing greater than 10 g/t Au are reanalyzed utilizing fire assay with a gravimetric finish (Au-GRA21). Silver analyses are completed at ALS Minerals’ Lab in Vancouver, Canada using a four-acid digestion with an AAS finish (Ag-AA61). Samples containing greater than 100 g/t Ag are reanalyzed utilizing a four-acid digestion with an ICP-AES finish (Ag-OG62). Results for standards, blanks and duplicates are monitored for precision, accuracy, and contamination upon receipt of assays.

 

Qualified persons:

Brian Metzenheim, (MMSA-QP), VP of Exploration for Tonogold Resources and a qualified person as defined by National Instrument 43-101 has designed and supervised the work completed for Tonogold Resources outlined in this news release. The technical content disclosed in this press release has been reviewed and approved by Mr. Metzenheim. Mr. Metzenheim is not independent of Tonogold as he is in the position of VP and holds incentive warrants.

Steve Ristorcelli and Steve Weiss of Mine Development Associates, Inc. (MDA), a division of RESPEC, are qualified persons as defined by National Instrument 43-101. The technical content disclosed in this press release and derived from the 2018 Technical Report titled 2018 Updated Technical Report on Gold-Silver Mineralization at the Ida Claim Group, Silver City Mining District, Storey and Lyon Counties, Nevada: History, Geology and Exploration and dated September 4, 2018 has been reviewed and approved by Mr. Ristorcelli and Weiss. Both Mr. Ristorcelli and Mr. Weiss are independent of Tonogold.

 

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: 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 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 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 guaranteeing, 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 Tonogold’s securities. All subsequent written and oral forward-looking statements by or attributable to Tonogold or persons acting on its behalf are expressly qualified in their entirety by these factors. Tonogold doesn’t 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.

CORPORATE UPDATE

Woodland Hills, California, November 17th 2020. TONOGOLD RESOURCES, INC. (OTC: TNGL) (“Tonogold” or the “Company”) advises the following.

 

1. ASSAY RESULTS
On October 6th 2020, Tonogold announced that it had completed its first drill hole on the historically significant Comstock Lode (Hole TC-001D) and we had at that time, anticipated that assay results would be available toward the end of October. However, due to the severe backlog experienced by our independent laboratory – ALS, (the result of extraordinary increase in activity in the region and COVID restrictions), we have recently been advised by ALS that assays are expected to be available toward the end of November. Tonogold is considering options in order to mitigate these delays in the future without compromising quality control.

 

2. DRILLING UPDATE
In terms of site activity since our October announcement, Tonogold is pleased to advise as follows:

RC RIG. The RC rig which arrived on site in early October following a major refurbishment has encountered a few operating problems which the contractor has been quick to deal with. Tonogold expects a second RC rig to arrive on site in early December.

TC-001
Hole TC-001 was drilled using the RC rig which arrived on site early October. The hole was collared at -51 degrees but flattened over the length of the hole, averaging -41 degrees. The hole intersected several quartz vein zones that are interpreted to represent the Silver City and Comstock Lode mineralized structures as shown in the cross section below, providing further confirmation and validation of the interpreted geological model developed by our technical consultants, Mine Development Associates. TC-001 was stopped prior to it reaching the footwall of the mineralized structure due to high water flows encountered at the bottom of the hole.

TC-002
The RC rig is currently drilling hole TC-002 from the same drill pad location at -90 degrees (vertical hole) designed to intersect the Comstock Lode structure around 1,220 feet (370 meters) down hole. At the time of writing the hole is at 735 feet (224 meters).

 

 

CORE RIG
The core rig is currently drilling TC-002D at a planned inclination of-67 degrees, designed to intersect the Comstock Lode mineralized structure just below the Sutro tunnel around 1,845 feet (~560 meters) down hole. The hole is currently at 1,620 feet (~490 meters) after encountering a number of fault zones higher in the hole. Advancing the hole through these zones was difficult and time consuming due to the presence of strongly fractured rock and intervals of clay. At the current depth of the hole, ground conditions have improved and normal advancement of the hole is expected.

 

 

GENERAL GROUND CONDITIONS
The ground conditions at Comstock are known to be highly broken and fractured making drilling conditions challenging. However, it should be understood that the geologic events that caused these difficult ground issues were also responsible for the emplacement of the precious metals resulting in the Comstock Lode being regarded as one of the richest gold/silver deposits in the world.

The initial months of this “Proof of Concept” drill program will provide important and valuable learning experience for the drill team ensuring improved productivity in time.

 

Image 3: Longitudinal Section of the Main Comstock Lode showing actual and planned drill holes of Tonogold’s “Proof of Concept” program.

 

3. OTHER MATTERS
ANNUAL MEETING OF SHAREHOLDERS. The Company has resolved that an Annual Meeting of Shareholders will be convened on Monday December 21st 2020 at 10am Pacific Time. Due to the COVID- 19 pandemic, the meeting will be held entirely “virtual” – no one can actually attend in person. Further details will be advised to shareholders in due course.

 

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 forwardlooking 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 guaranteeing, 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: mjashley3@gmail.com

CORPORATE UPDATE

La Jolla, California, October 6th, 2020. TONOGOLD RESOURCES, INC. (OTC: TNGL) (“Tonogold” or the “Company”) advises of the following.

 

Preference Share redemption

As part of the consideration of Tonogold’s acquisition of Comstock’s Mining Inc’s mining and exploration assets in Storey County, Nevada, Tonogold issued CMI $6.1 million redeemable convertible preference shares (“Pref Shares”).

The terms of the Pref Shares provided CMI the right to convert some or all of the Pref Share into Common Shares in Tonogold at a conversion price of 18 cents per share and provided Tonogold the right to redeem the Pref Shares (not previously converted) at a 20% premium over the face value remaining.

In May 2020 and September 2020, CMI elected to convert a total of $3.92 million of the Pref Shares into 21,777,778 Common Shares in Tonogold, leaving $2.18 million of Pref shares remaining (that would have required a further 12.1 million Common Shares to be issued in the event that CMI elected to covert).

A group of Australian investors recently agreed to subscribe for up to $2.5 million in Tonogold Common shares at a subscription price of 35 cents per share requiring 7 million new shares to be issued. The proceeds from this issue has been used to redeem the remaining Pref Shares from CMI (including the 20% premium).

This transaction has eliminated the Pref Shares with around 5 million fewer shares being issued than previously expected – a favorable dilution impact for all shareholders.

The 7 million new shares issued will have the requisition 12-month trading restriction imposed pursuant to Rule 144 of the Securities Act. No warrants or similar instrument is required to be issued as part of this 35-cent share placement.

As a result of the conversions and new shares issues discussed above, Tonogold currently has 309 million Common Shares on issue.

 

Drilling Update

On September 8th 2020, Tonogold advised that it had commenced a $7 million drill program focused on the historically significant Comstock Lode located in Storey County, Nevada.

The first hole of the program (“TC001D”) has been completed at the South Overman site using a core rig. Assays for the hole are currently pending. The hole was drilled vertically (-90 degrees) and encountered the Comstock structure (host of mineralization in the area) from approximately 149 meters (489 feet) to 206 meters (675 feet) down the hole. This represents a true-thickness of approximately 42 meters (138 feet). Within this structure, two zones of moderate to strong quartz veining were identified with a true thickness estimated to be 9 and 2 meters respectively.

Significant brecciation and fracturing was encountered in the core hole, both within the quartz vein zones and in the surrounding rock. Although this is encouraging as historic reports commonly document a direct correlation between mineralization and strong fracturing, these zones of quartz veining may not contain precious metal mineralization and caution is recommended until assay results are received.

An illustrated cross section is provided below.

 

Photo of core from hole TC-001D (496′ – 510.5′)

 

Importantly, in terms of “Proof of Concept”, the first hole intersected Comstock Lode within 1-foot of that anticipated by the geological model developed and at 42-meter true width, was ~5 meters wider.

 

 

The core rig has commenced the second hole which is targeting the deeper East Yellow Jacket area of the Comstock Lode. The hole is currently at approximately 275 meters (900 feet) with the target zone projected at 562 meters (1,845 feet) down hole.

A RC rig arrived on site yesterday and is being prepared to commence drilling today.

 

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 forwardlooking 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 guaranteeing, 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: mjashley3@gmail.com

DRILLING COMMENCES ON THE COMSTOCK LODE

La Jolla, California, September 8th, 2020. TONOGOLD RESOURCES, INC. (OTC: TNGL) (“Tonogold” or the “Company”) is pleased to announce the commencement of its initial exploration and evaluation program at the Comstock Lode, Virginia City, Nevada, with the first drill hole having commenced over the weekend. This will be the first modern exploration of the historically significant Comstock Lode.

 

OVERVIEW.

 

Drilling.
Tonogold recently entered into an agreement with DrillRite LLC, a highly experienced Nevada-based drill contractor, for an initial 26,000-meter (85,000 feet) program utilizing both Reverse Circulation (“RC”) and Core rigs to test the main Comstock Lode.

This initial program is estimated to cost $7 million of which the drill contractor has elected to receive 50% in Tonogold shares at a pre-agreed price of 30 cents per share. Luke Horschel, Operations Manager of DrillRite stated: “We were motivated to negotiate the share component of the drill contract because we recognized the high caliber of Tonogold’s exploration asset”.

Details and objectives of the drill program are discussed below under the heading “Drill Program”.

 

Equity Raising.
The Convertible Note (Series 4) was successfully completed toward the end of August 2020 having raised a total of $9 million since mid 2019, most of which was used to fund the acquisition of the Comstock properties.

Last week, Tonogold completed a $4.25 million equity raising by placing 14.2 million new shares at 30 cents per share with a half warrant exercisable at 50 cents per share with commitments for a further $250,000 of the placement.

 

Comstock Acquisition funding.
Tonogold recently agreed to pay the $1 million due to Comstock Mining Inc (“CMI”) in October 2020 early and as a result received a $100,000 discount. This was paid in July 2020. The final amount of $4.45 million is due to be paid to CMI for the acquisition of the Comstock Lode assets in September 2021. At that time CMI has the option to take 11.1 million shares in Tonogold in lieu of the cash.

 

Treasury.
Tonogold is on a strong financial footing as it begins its initial drill program having just under $6 million in the bank. (That $6 million sum is in cash and does not include the $3.5 million credit Tonogold has with 2 the drill contractor which Tonogold made in exchange for the issue of shares at 30 cents per share as mentioned above.)

 

Drill Program.
Tonogold’s initial drill program will focus on the 3-kilometer strike length of the main Comstock Lode that Tonogold controls (see long-section below), where historic production (mainly in the late 1800s) recovered over 9 million ounces of gold equivalent (“AuEq”). The old-timers mined approximately 6 million tonnes at 72g/t AuEq during the lat 1800s. Most of this production came from the upper 500 meters, where favorable mining conditions prevailed thanks to the development of a massive dewatering system through the Sutro Tunnel (shown in the long-section below). An influx of water, poor ventilation, and heat coupled with inadequate 19th century mining technology hampered attempts to mine below the Sutro tunnel level in the late 1870s and early 1880s.

 

Plan view of Tonogold’s Interest in Story County, Nevada, shown in blue outline.

 

 

The economic conditions prevailing during the late 1800s mining era, required a minimum head grade of around 50 g/t AuEq merely to breakeven, compared to around 5 g/t AuEq today (for underground mining).

Tonogold’s historical research and economic analysis supports the contention that significant tonnes containing between 5 and 50 g/t AuEq were likely left in situ by nineteenth century miners.

Tonogold’s initial drill program on the Comstock Lode will have a two-tier focus:

1. Drilling within the upper 500 meters (above the “Sutro Tunnel” level) of the strike as a “Proof of Concept” which, due to the relatively dry ground conditions prevailing as a result of the continual drainage of ground water by the Sutro Tunnel, will allow RC drilling methods to be employed.

2. Drilling below the Sutro Tunnel (500-meter) level as further Proof of Concept, as well as targeting areas where historic reports provide indications of “high-grade” intercepts. These holes will be drilled using an RC rig down to the Sutro Tunnel level (dry) and a core rig to drill the area known to have significant water.

 

 

The initial program is expected to take 9-months with additional rigs being utilized later in the program.

The program also includes modest shallow drilling on the Occidental Lode east of the main Comstock Lode.

Samples will be sent to ALS Global in Reno for analysis with an expected turnaround period of around 4 to 5 weeks.

Tonogold will provide investors with regular updates on the progress and results of the drill program.

 

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 forwardlooking 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 guaranteeing, 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: mjashley3@gmail.com

 

CORPORATE STRENGTHENING INITIATIVES

La Jolla, California, April 20th, 2020. TONOGOLD RESOURCES, INC. (OTC: TNGL) (“Tonogold” or the “Company”) is pleased to announce a number of initiatives aimed at enhancing and strengthening the Company in preparation for its initial exploration and evaluation program at the Comstock Lode, Nevada.

https://backend.otcmarkets.com/otcapi/company/dns/news/document/41301/content

In December 2019, Tonogold acquired 100% of the rights to explore, develop and mine certain claims located on the world-class, historic Comstock Lode, in Storey County, Nevada (see map below). Since then, Tonogold has moved to significantly strengthen its board, prepare for an upgrade of its current Pink Sheet listing status, and underpin its medium-term financial position such that funds can now be dedicated to the first phase drill testing of the Comstock Lode. The drill program is expected to commence in the next two to three months and will include 40 holes drilled to an average depth of around 250 metres.

Together with the previously acquired Lucerne mine and resource area the Company controls a large, contiguous land position in the historic Comstock district, arguably the most productive high-grade gold and silver deposit in United States history. The Comstock lode produced over 8 million ounces of gold and almost 200 million ounces of silver, mostly between 1860 and 1890.

BOARD CHANGES
Tonogold has added significant technical strength to its team this week by making two additions to its board. Tonogold appointed Mr. Alan Edwards as non-executive director and Chairman and Dr. Thomas Vehrs as a non-executive director.

Mr. Alan Edwards
Mr. Alan Edwards holds both an MBA degree and a B.S. in mining engineering from the University of Arizona and is a broadly experienced mining professional who has been working in the industry for more than 35 years.

Mr. Edwards has held many senior roles within the mining industry, including Senior Vice President of Operations for P. T. Freeport Indonesia, Vice President of Operations for Kinross Gold Corporation, Chief Operating Officer for Apex Silver Mines, CEO of Oracle Mining, President and CEO of Frontera Copper Corp., and President and CEO of Copper One, Inc.

Mr. Edwards is currently the President of AE Resources, and a non-executive director for Orvana Minerals, Entrée Resources, Ltd., and Americas Gold and Silver Corporation.

Mr. Edwards stated, “The Comstock Lode is noted for the immense wealth it generated. I’m looking forward to working with Tonogold to execute a modern exploration program on the lode. The potential to apply modern mining and extracting processes to the remaining lode is exciting.

Dr. Thomas Vehrs
Dr. Thomas Vehrs holds Ph.D. and M.A. degrees in geology from Syracuse University and a B.S. degree in geology from the University of Wisconsin at Oshkosh and is a highly regarded exploration geologist with over 40 years of experience in mineral exploration, mine development, and mine operations. Dr. Vehrs has developed and managed exploration programs in the United States, Chile, Peru, Bolivia, Colombia, Argentina, Mexico, and Central America with a strong focus on epithermal and porphyry-related mineralized systems.

Dr Vehrs served as Vice President of Exploration for Fortuna Silver Mines for ten years. In addition, Dr. Vehrs has consulted for and/or held senior positions with Gold Fields, Cyprus-Amax, Western States Minerals Corporation, and Anaconda Minerals Company, as well as being a founder, President, and COO of Aquest Minerals Corporation.

Currently, Dr. Vehrs serves as a non-executive director for Rise Gold Corporation.

Dr. Vehrs is a Founding Registered Member of The Society for Mining, Metallurgy, and Exploration, a Fellow of the Society of Economic Geologists, and a Member of The Geological Society of America.

Dr. Vehrs stated, “The potential for discovery of high-grade gold and silver mineralization at the worldrenowned Comstock district is very significant. I look forward to working with the Tonogold team to advance the exploration and development of the project. The Comstock Lode was discovered in the mid- 19th century and is well known for its high-grade bonanza deposits. Other than minor exploration and development in the near-surface portions of the lode deposit in the late 20th century, the deposit has not been systematically or thoroughly explored employing current exploration models and methods.”

Mr. Brian Zamudio
Mr. Brian Zamudio, a director of Tonogold since 2004, has stepped down as a director in order to facilitate the new appointments and to pursue other interests.

Tonogold CEO Mark Ashley stated that he and the Tonogold team are very excited about the new appointments and looked forward to working with the new members of the board. Mr. Ashley also thanked Mr. Zamudio on behalf of the board and shareholders for his tremendous efforts and support during his tenure as director of the Company.

FULLY REPORTING STATUS
Tonogold has recently decided on a USA top 20 audit firm to become the Company’s independent auditor. This appointment is expected to be formalized within the next 10-days. Until now, Tonogold’s financial statements have not been audited and the main reason Tonogold has been a “non-reporting entity.

Tonogold expects the audit of Tonogold’s 2018 and 2019 financial statements to be completed during June 2020. This will represent a major step towards accomplishing Tonogold’s goal of becoming a fully reporting entity pursuant to SEC regulations, which it embarked on earlier this year with the appointment of SEC specialist law firm. Becoming a fully reporting entity will allow Tonogold to consider a number of options to upgrade its listing status to, for example, NYSE and/or TSXV later in 2020.

RESTRUCTURE OF CMI TRANSACTION
Tonogold recently restructured and deferred $5.475 million associated with the Comstock acquisition, (previously payable by July 2019) enabling substantially all of our committed capital for use on the exploration and development program of historically known, high grade vein targets and structures on the Comstock Lode.

Under the terms of the restructured agreement, Tonogold issued CMI a 12% loan note with a principal amount of $5.475 million (the “Note,”), with $1 million payable on October 15, 2020, and the remaining $4.475 million payable on September 20, 2021. Tonogold has the right to prepay the Note at any time without penalty or premium.

At the Note’s maturity on September 20th, 2021, CMI has the right to convert the Note into common shares of Tonogold at a conversion price equal to the lower of (1) 85% of the twenty (20) consecutive trading day volume weighted average price of Tonogold common stock or (2) $0.40 per common share.

This restructuring reduces the demands on Tonogold’s treasury and allows Tonogold to focus on executing and completing a “Proof of Concept” exploration/evaluation program. The “proof of concept” program will be aimed at confirming the Company’s belief that due to the improvement in the economic climate for gold mining between the late 1800s (when most of the precious metals were mined from the region) and today, significant mineralization remains which previous generations of miners left behind as waste.

Tonogold estimates that miners in the late 1800’s required a head grade of around 50 g/t gold in order to break-even. Underground miners today require around 5 g/t gold. The following factors caused the high nineteenth century breakeven grade:

• Low relative gold price – the gold price was fixed at $20.67 per ounce.
• Lack of technology – manual mining methods resulted in low productivity and a high unit cost, around $21/tonne.
• Low metallurgical recoveries – nineteenth century miners recovered only about 65% of the precious metals contained in the processed material.

 

Tonogold’s Interest in Story County, Nevada, shown in blue outline.

 

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 forwardlooking 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 guaranteeing, 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 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

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