Announcement • Sep 15

Tonogold Resources, Inc. (OTCPK:TNGL) completed the acquisition of Comstock Mining LLC from Comstock Mining Inc. (AMEX:LODE) for $24.4 million.

Tonogold Resources, Inc. (OTCPK:TNGL) entered into a definitive agreement to acquire Comstock Mining LLC from Comstock Mining Inc. (AMEX:LODE) for $24.5 million on January 24, 2019. Tonogold Resources, Inc. paid a non-refundable deposit of $1 million on January 23, 2019 as a part of the consideration. Under the terms of the agreement, for the remaining $14 million, Tonogold Resources will either pay $9 million in cash at completion and $5 million in cash twelve months from completion or $10.5 million in cash plus $1.75 million in Tonogold shares at completion and $1.8 million in cash or, at Tonogold's election, Tonogold shares 12-months from completion. Under the first alternative, Comstock will be granted security in respect of the $5 million deferred payment while in the second alternative, Comstock will not have any security interest. In addition, Comstock will be granted a Net Smelter Return Royalty of 1.5% over future production from Lucerne. Upon completion of this transaction, Comstock Mining Inc. will also enter into a ten-year Mineral Lease for additional mineral properties in Storey County, Nevada, granting Tonogold the right to explore, develop and mine these properties. As of April 30, 2019, the agreement was amended and as per amended terms, Comstock Mining Inc. anticipates, Tonogold to deliver $11.5 million in cash at closing, less the amount of the cumulative non- refundable payments, and deliver a one- year maturing, interest (12%) bearing convertible note to Comstock with a principal amount of $3.5 million and $8.0 million in assumed liabilities, plus future royalties. The conversion price will be the lowest of (I) the 20- day volume weighted closing price of Tonogold shares prior to conversion, (II) Tonogold’s most recent private placement or (III) Tonogold’s initial public offering price. As of May 22, 2019, the agreement was amended and pursuant to the amendment Tonogold agreed to deliver 3,920 shares of Series D convertible preferred stock, include 3,500 shares of Series D convertible preferred stock and total committed fee of 420 shares of Series D convertible preferred Stock, with a stated value of $1,000 per share on a non-refundable basis, as an additional deposit toward acquisition of Comstock Mining LLC. Closing payment will be adjusted only with respect to the cash deposits. As of June 21, 2019, Comstock entered into a Third Purchase Agreement Amendment that provides Tonogold to deliver $11.5 million in cash at closing, less the total amounts of the cumulative non-refundable cash payments made by Tonogold at that time, now totaling $2.9 million. Tonogold can pay an additional non-refundable cash deposit of $400,000 applicable to the closing price or $400,000 in stock that is not applicable to the closing price. And pursuant to the amended agreement Tonogold was permitted to delay closing to as late as July 26, 2019, by delivering one of the following forms of consideration by June 28, 2019, (I) a non-refundable cash deposit of $1 million applicable to the total purchase price of $15 million, or(II) a non-refundable deposit of $0.75 million in cash applicable to the Purchase Price, plus an extension fee in shares of Series E Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock of Tonogold with a stated value of $0.25 million that is not applicable to the Purchase Price, or (III) a non-refundable deposit of $0.5 million in cash, plus an extension fee of Shares with a stated value of $0.5 million that is not applicable to the Purchase Price. Pursuant to Amendment, Tonogold delivered a non-refundable cash deposit of $0.6 million on June 24, 2019. If the closing is delayed upto August 30, 2019, Tonogold should deliver one of the following forms of consideration by July 26, 2019: (a) a non-refundable deposit of $1 million in cash, applicable to the Purchase Price or (b) delivering a non-refundable deposit of $0.5 million in cash, applicable to the Purchase Price, plus an extension fee in Shares with a stated value of $0.5 million that is not applicable to the Purchase Price. The completion of the transaction is subject to Tonogold formally securing the funding required for the transaction and completion of limited legal due diligence. The transaction is expected to complete on March 31, 2019 which can be further extended to April 30, 2019 by Tonogold by paying further $1 million in cash and to May 31, 2019 by paying an additional amount of $1 million in cash at completion. As of March 19, 2019, the transaction is expected to be closed in the next two months. As of April 26, 2019, the transaction is expected to close on May 31, 2019. As on October 15, 2019 the deal is expected to close on October 31, 2019. As per the amendment of April 30, 2019, Comstock Mining Inc. agreed to provide Tonogold with the flexibility of up to two additional, one- month extensions, each requiring additional $1 million non- refundable deposits, to close on the acquisition. The amendment permits the closing to occur up until August 30, 2019. If the closing occurs after the original deadline of May 31, 2019, Tonogold will also be required to reimburse Comstock Mining Inc. for all incremental interest costs and certain additional property carrying costs. As of May 6, 2019, Comstock has received $2.4 million in cash as non- refundable payments including $0.35 million recently, toward the aggregate purchase price, with an additional $0.45 million and $0.2 million due on or prior to May 17, and May 24, 2019, respectively. As of August 14, 2019, The extension brings total cash deposits through August to $4.2 million, all toward the agreed purchase price. Comstock Mining Inc. has also received $3.5 million in convertible preferred stock (“CPS”), for total pre-close payments of $7.725 million. Comstock Mining Inc. and Tonogold have also amended the purchase agreement, effective August 15, 2019, allowing Tonogold to close by August 30, 2019, with a majority membership interest of at least 50.3% in Comstock Mining LLC, and an additional cash payment at closing of at least $3.3 million, bringing the total cash payments for closing to $7.5 million. The remaining $4 million will be held as a secured obligation with scheduled monthly payments of not less than $500 thousand each, between November 2019, and May 2020. Once the final payment is made, Tonogold will then own 100% of the membership interests Comstock Mining LLC, owner of Lucerne. As on October 15, 2019 Tonogold has agreed to an additional non-refundable cash deposit of $300 thousand and provided for an additional, non-refundable stock-based fee totaling $250 thousand. With this extension, Tonogold will have paid non-refundable cash deposits totaling $4.2 million plus $5 million in non-refundable Convertible Preferred Stock ("CPS"). Under the agreement, Comstock will sell the membership interest in Comstock Mining LLC to Tonogold for $15 million plus the assumption of certain liabilities and a retained 1.5% NSR royalty on Lucerne. The amended purchase agreement allows Tonogold to close by October 31, 2019, with an additional cash payment due at closing of $3.6 million, less any additional cash deposits. This results in total cash payments at closing of $7.5 million for a 50.3% ownership interest in Comstock Mining LLC. The remaining cash purchase price of $3.9 million will be deferred with monthly scheduled payments of at least $650 thousand, between January 2020 and June 2020. Once the final payment is made, Tonogold would then own 100% of Comstock Mining LLC, the owner of Lucerne assets and its mining permits. Under this extension, Tonogold also has the right to pay an additional $1 million in non-refundable cash deposits and $500 thousand in an additional stock fee, if needed, for a final extension to November 10, 2019. Tonogold Resources, Inc. (OTCPK:TNGL) completed the acquisition of Comstock Mining LLC from Comstock Mining Inc. (AMEX:LODE) for $24.4 million on September 14, 2020. The consideration includes $7.1 million in cash, $6.1 million in Convertible Preferred Stock (“CPS”), and a $4.475 million, 12% notes receivable, due and payable on September 20, 2021, plus the assumption of $6.7 million in future lease and reclamation obligations, that together represent a permanent reduction of annual operating expenses of approximately $1 million. The CPS had an initial recorded fair value of $7.6 million (and a higher fair value of $10.4 million at June 30, 2020). Comstock retained a 1.5% net smelter return (NSR) royalty on Lucerne and will recognize a tax-free gain on the sale of approximately $18 million, with substantially all of the gain expected in the third quarter.

Snowflake Score
Valuation	0/6
Future Growth	2/6
Past Performance	0/6
Financial Health	6/6
Dividends	0/6

Historical stock prices
Current Share Price	US$3.21
52 Week High	US$3.92
52 Week Low	US$1.90
Beta	1.31
1 Month Change	23.12%
3 Month Change	40.61%
1 Year Change	39.39%
3 Year Change	-51.42%
5 Year Change	-88.04%
Change since IPO	-99.42%

	GSP0	DE Oil and Gas	DE Market
7D	30.5%	-0.8%	-0.3%
1Y	39.4%	57.4%	-1.1%

GSP0 volatility
GSP0 Average Weekly Movement	9.8%
Oil and Gas Industry Average Movement	10.8%
Market Average Movement	6.1%
10% most volatile stocks in DE Market	13.3%
10% least volatile stocks in DE Market	2.7%

GSP0 fundamental statistics
Market cap	€227.32m
Earnings (TTM)	-€37.21m
Revenue (TTM)	€927.87k

GSP0 income statement (TTM)
Revenue	US$1.08m
Cost of Revenue	US$2.34m
Gross Profit	-US$1.26m
Other Expenses	US$42.11m
Earnings	-US$43.37m

Earnings per share (EPS)	-0.57
Gross Margin	-116.38%
Net Profit Margin	-4,010.03%
Debt/Equity Ratio	0%

Data	Last Updated (UTC time)
Company Analysis	2026/05/18 02:03
End of Day Share Price	2026/05/18 00:00
Earnings	2026/03/31
Annual Earnings	2025/12/31

Package	Data	Timeframe	Example US Source ^*
Company Financials	10 years	Income statement Cash flow statement Balance sheet	SEC Form 10-K SEC Form 10-Q
Analyst Consensus Estimates	+3 years	Forecast financials Analyst price targets	Analyst Research Reports Blue Matrix
Market Prices	30 years	Stock prices Dividends, Splits and Actions	ICE Market Data SEC Form S-1
Ownership	10 years	Top shareholders Insider trading	SEC Form 4 SEC Form 13D
Management	10 years	Leadership team Board of directors	SEC Form 10-K SEC Form DEF 14A
Key Developments	10 years	Company announcements	SEC Form 8-K

Analyst	Institution
Michael Legg	Ladenburg Thalmann & Company
Mark La Reichman	NOBLE Capital Markets, Inc.
Brian Post	Roth Capital Partners

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