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