What changed in this filing

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Item 1. Business

2021-03-10 compared with 2020-03-30 · 179 added, 93 removed, 146 unchanged (65% of the section changed)

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and its consolidated subsidiaries.

The Company is a Nevada-based, gold and silver mining exploration, development and production company with extensive, contiguous property in the historic Comstock and Silver City mining districts (collectively, the “Comstock District”) and is an emerging leader in sustainable, responsible mining and is currently commercializing environment-enhancing, precious-metal-based technologies, products, and processes for precious metals recovery.

The Company began acquiring properties and developing projects in the Comstock District in 2003.

Since then, the Company has consolidated a substantial portion of the historic Comstock District, amassed the single largest known repository of historical and current geological data on the Comstock region, secured permits, built an infrastructure and completed two phases of test production.

The Company is an emerging leader in climate-smart mineral development and production of increasingly scarce strategic and precious metals, focused on conservation-based, high-value, cash-generating, minerals and metals essential to meeting the rapidly increasing demand for clean energy technologies.

The Company has extensive, contiguous property in the historic Comstock and Silver City mining districts (collectively, the “Comstock District”) with fully permitted, metallurgical labs and an operational, mineral processing platform that includes a growing portfolio of gold, silver, lithium, nickel, cobalt, and mercury remediation extraction and processing facilities .

The Company’s goal is to grow per-share value by commercializing environment-enhancing, precious and strategic-metal-based products and processes that generate a rate of predictable cash flow (throughput) and increase the long-term enterprise value of our northern Nevada based platform.

The next three years are dedicated to delivering that value by achieving performance objectives in line with the strategic plan approved by the Company's Board of Directors.

The strategic plan is designed to deliver higher per-share value over the next three years, while positioning the Company for continued growth beyond 2023.

The Company began acquiring properties in the Comstock District in 2003.

Since then, the Company has consolidated a significant portion of the Comstock District, amassed the single largest known repository of historical and current geological data on the Comstock region, secured permits, built an infrastructure and completed two phases of test production.

The Company continues evaluating and acquiring properties inside and outside the district, expanding its footprint and evaluating all our existing and prospective opportunities for further exploration, development and mining.

The Company's goal is to grow per-share value by commercializing environment-enhancing, precious-metal-based products and processes that generate predictable cash flow (throughput) and increase the long-term enterprise value of our northern Nevada based platform.

The Company and its subsidiaries now own or control approximately 9,358 acres of mining claims and parcels in the Comstock District and surrounding area.

The Company and its subsidiaries now own or control approximately 9,358 acres of mining claims, parcels, and royalty interests in the broader Comstock District and surrounding area.

The acreage includes approximately 2,396 acres of patented claims and surface parcels (private lands), and approximately 6,962 acres of unpatented mining claims (public lands), which the Bureau of Land Management (“BLM”) administers.

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We have amassed a large library of historical data and detailed surface mapping of Comstock District properties and continue to obtain historical information from public and private sources.

We integrate this data with information obtained from our recent mining operations, to target geological prospective exploration areas and plan exploratory drilling programs, including expanded surface and underground drilling.

The Company achieved initial production and held its first pour of gold and silver on September 29, 2012.

The Company ceased mining in 2015 and completed processing in 2016, and accordingly did not have any gold or silver production or mining revenue during 2017, 2018, or 2019.

We integrate this data with information obtained from our recent mining operations, to target prospective geological exploration areas and plan exploratory drilling programs, including expanded surface and underground drilling.

Our Dayton resource area and the adjacent Spring Valley exploration targets are located in Lyon County, Nevada, approximately six miles south of Virginia City.

Access to the properties is by State Routes 341 and 342, both paved roads.

Our sale to Tonogold Resources, Inc.

("Tonogold") of the membership interests in Comstock Mining LLC ("Comstock LLC"), the owner of the Lucerne Mine, resource area and related permits, closed on September 8, 2020.

The Lucerne resource area is located in Storey County, Nevada, approximately three miles south of Virginia City and 30 miles southeast of Reno.

The Lucerne resource area was host to the Company’s most-recent test mining operations from 2012 through 2015.

Lucerne is the subject of ongoing assessment, exploration and development plans by Tonogold.

The Company retains a 1.5% net smelter return ("NSR") royalty in the Lucerne properties.

The Company achieved initial production and first poured gold and silver on September 29, 2012.

The Company ceased mining in 2015 and concluded processing in 2016.

From 2012 through 2016, the Company mined and processed approximately 2.6 million tons of mineralized material, and produced 59,515 ounces of gold and 735,252 ounces of silver.

The Company continues exploring and acquiring properties, expanding its footprint and evaluating all our existing and prospective opportunities for further exploration, development and mining.

The near-term goal of our business plan is to maximize intrinsic stockholder value realized, per share, by continuing to acquire and develop mineralized and potentially mineralized properties, exploring, developing and validating qualified resources (measured, indicated and inferred) and reserves (proven and probable) that enable the commercial development of our properties through extended, long-lived mine and mercury remediation plans that are economically feasible and socially responsible, including mine plan development for both the Lucerne and Dayton resource areas, with both surface and underground development opportunities.

Figure 1 - Comstock Mining's Land Position in the Comstock District

Comstock Mining’s Corporate Realignment

During 2019, the Company’s Board of Directors approved a transformational strategy focused on high-value, cash-generating, precious metal-based activities, (the “Strategic Focus”) including, but not limited to, metals exploration, engineering, resource development, economic feasibility assessments, mineral production, metal processing and related ventures of environmentally friendly, and economically enhancing mining technologies.

The Company advanced the Strategic Focus by initiating the sale of non-mining assets and has formally agreed to sell its non-mining assets located in Silver Springs, NV, for $10.1 million to Sierra Springs Enterprises Inc., and to sell Comstock Mining LLC, the subject of the Membership Interest Purchase Agreement with Tonogold Resources Inc.

("Tonogold") for total consideration of $11.2 million in cash, $6.1 million in Tonogold Convertible Preferred Stock and the assumption of approximately $7.0 million in current and future obligations while also retaining a 1.5% NSR royalty.

These assets and the other non-mining assets are shown as Assets held for sale on the Consolidated Balance Sheet.

Since 2019, the Company's Board of Directors approved, and the Company's management has been pursuing, a transformational strategy focused on high-value, cash-generating precious and strategic metal-based activities (the "Strategic Focus").

The Company advanced the Strategic Focus by facilitating the formation of dedicated subsidiaries that optimize the alignment with the goal and the performance objectives.

The realignment was completed in 2019, and the Company has begun investing in activities aligned with the performance objectives, including MCU, Pelen, and Comstock Royalty Holdings.

Figure 2 - Comstock Corporate Realignment

The Company completed the realignment during 2019, such that the corporate structure supports the Strategic Focus.

The Company completed the realignment during 2019, such that the new corporate structure is now well aligned with the Strategic Focus.

Comstock Mining Inc.

remains as the parent company that wholly owns the realigned subsidiaries, with the exception of fifty percent owned Comstock Mining LLC.

Comstock Mining LLC, the subject of a Membership Interest Purchase Agreement with Tonogold, owns or controls the Lucerne properties, including those contained in the Northern Comstock Joint Venture.

remains as the parent company that wholly owns the realigned subsidiaries.

Comstock Processing LLC owns the American Flat processing facility and additional land for potential expansion.

Comstock Northern Exploration LLC owns or controls the remaining Storey County mining claims and exploration targets, primarily located north of the Lucerne properties, including the Gold Hill targets and the Occidental Lode.

Comstock Exploration & Development LLC owns or controls the Lyon County mining claims and exploration targets, including the Dayton Resource Area and the Spring Valley target.

Comstock Northern Exploration LLC owns or controls the remaining Storey County exploration targets, primarily located north of the Lucerne properties, including the Occidental Lode.

Comstock Exploration and Development LLC owns or controls the Lyon County mining claims and exploration targets, including the Dayton Resource Area and the Spring Valley target.

Comstock Industrial LLC owns the Silver Springs properties and water rights.

Comstock Real Estate Inc.

owns the Daney Ranch and the Gold Hill Hotel assets.

owns the Daney Ranch and the Gold Hill Hotel.

Comstock LLC controls the Lucerne properties, including those owned by Northern Comstock LLC, and is now owned 100% by Tonogold.

The Company recorded a gain of $18.3 million associated with that sale during 2020.

Current Projects

The Company has identified many exploration targets on its land holdings in the Comstock District, but has focused, to date, on the Dayton resource area and, through our Membership Interest Purchase Agreement with Tonogold, the Lucerne resource area (including surface and underground exploration).

We have also leased other Storey County mineral properties, including the Occidental group and the Gold Hill group of exploration targets, to Tonogold, who has plans for near-term exploration and ultimately development towards feasibility on those assets.

We have also leased other Storey County mineral properties, including the Occidental group and the Gold Hill group of exploration targets, to Tonogold, which is currently performing exploration activities and plans to ultimately develop towards feasibility for those assets.

We are developing updated geological interpretations and associated exploration and development plans for the remaining areas, primarily the Spring Valley group of targets that we view as an extension of the Dayton resource area.

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The area includes the Kossuth patented claim south of State Route 341, the Gennessee patented claim, the Dondero patented property, the Daney patented claim, the New Daney lode mining claims, and the Company’s placer mining claims in Spring Valley and Gold Canyon.

The Dayton Resource area and the remainder of the Company's Lyon County properties were the primary focus of a 3-D, airborne geophysical survey flown in September and October 2020 by Geotech Ltd of Aurora, Ontario, Canada.

Lucerne Resource Area

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It includes the previously mined Billie the Kid, Hartford and Lucerne mining patents, and extends east and northeasterly to the area of the historic Woodville (southern-most of the historic Comstock bonanzas), Succor and Lager Beer patents and north to the historic Justice and Keystone mines.

The Lucerne resource area is approximately one mile along strike, with explored widths from 600 to 1,800 feet, representing less than three percent of the land holdings controlled by the Company.

The Lucerne is the site of our previous mining activities and ongoing exploration program, and the Company holds the key mining permits required to resume surface or underground mining of this area.

The Lucerne resource area extends approximately one mile along a strike, with explored widths from 600 to 1,800 feet.

Our Lucerne exploration activities included open pit gold and silver test mining from 2004 through 2006, and from late 2012 through 2016.

As defined by the Securities Exchange Commission (“SEC”) Industry Guide 7, we have not yet established any proven or probable reserves at our Lucerne mine.

As defined by the SEC Industry Guide 7 and regulation S-K 1300, we have not yet established any proven or probable reserves at the Lucerne Mine, now owned by Tonogold.

Tonogold now controls the Lucerne resource area through their acquisition of the membership interests of Comstock LLC.

Tonogold has begun work on an updated resource estimate, leading to a Preliminary Economic Assessment.

The Company and Tonogold hold the key mining permits required to resume surface or underground mining of this area.

Tonogold Agreements

There are three current agreements between Comstock and Tonogold Resources Inc.

("Tonogold"):

the Membership Interest Purchase Agreement, the Mineral Exploration and Mining Lease, and a Lease Option Agreement for the Company's American Flat processing facility.

There are three current agreements between Comstock and Tonogold:

the Membership Interest Purchase Agreement, the Mineral Exploration and Mining Lease, and the Lease Option Agreement for the Company's American Flat processing facility.

Tonogold and the Company previously entered into an Option Agreement in 2017 that was terminated during 2019.

Membership Interest Purchase Agreement

On January 24, 2019, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) to sell its interests in Comstock Mining LLC (“CML”), a wholly-owned subsidiary of Comstock whose sole assets are the Lucerne properties and related permits to Tonogold Resources, Inc.

("Tonogold").

The Purchase Agreement, as amended, requires a total purchase price and fees of $17.6 million, comprised of $11.5 million in cash (excluding interest) and $6.1 million in Tonogold Convertible Preferred Stock (“CPS”).

On January 24, 2019, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) to sell its interests in Comstock LLC, a wholly-owned subsidiary of Comstock with sole net assets of the Lucerne properties and related permits to Tonogold.

Tonogold also guaranteed the Company’s remaining financial responsibility for its membership interest in Northern Comstock LLC, which owns and leases certain mineral properties in the Lucerne area, and assumed certain reclamation liabilities, both totaling approximately $7.0 million.

The Company also retains a 1.5% NSR royalty on the Lucerne properties.

At closing on November 18, 2019, Tonogold received 50% of the membership interests of CML.

Tonogold will receive the remaining 50% of the membership interests after it has delivered the remaining cash consideration.

The Company will retain all management control and authority over CML until Tonogold has made all cash payments in full.

Accordingly, Tonogold’s membership interest in CML is accounted for as a noncontrolling interest shown in the consolidated balance sheets.

At the initial closing on November 18, 2019, Tonogold received 50% of the membership interests of Comstock LLC.

On September 8, 2020, the Purchase Agreement was closed, and 100% of the membership interests were acquired by Tonogold.

The fair value of the consideration delivered by Tonogold for the membership interests in Comstock LLC was $18.8 million, including cash, CPS, and a note receivable, net of the contingent forward asset.

The Company retains a 1.5% NSR royalty on the Lucerne properties.

Mineral Exploration and Mining Lease

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During the Development Term, Tonogold is committed to an additional $10.0 million in expenditures for exploration, development, and technical reporting, at the rate of $1.0 million per year, and to producing an economically viable mine plan and an NI 43-101 compliant Pre-Feasibility report by the end of the 15 th anniversary of the agreement.

The Exploration Lease will automatically renew for a third, 5-year term (“the Planning Term”) provided that the spending and reporting commitments have been met.

The Exploration Lease will automatically renew for a third, five-year term (“the Planning Term”) provided that the spending and reporting commitments have been met.

During the Planning Term, Tonogold is committed to an additional $5.0 million in expenditures for exploration, development, permitting, and technical reporting, at the rate of $1.0 million per year.

By the 20 th anniversary of the agreement, Tonogold also commits to producing an economically viable mine plan, and an NI 43-101 compliant Feasibility report, and will produce a mutually agreed-upon schedule for placing the properties into production.

Tonogold will pay a quarterly lease fee of $10 thousand, in advance.

Tonogold pays a quarterly lease fee of $10,000, in advance.

The lease fee will escalate 10% each year on the anniversary date of the Exploration Lease.

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The Company accounts for the Exploration Lease as an operating lease.

Lease Option Agreement for the American Flat processing facility

The Company and Tonogold also entered into a new Option Agreement to lease its permitted American Flat property, plant and equipment to Tonogold for crushing, leaching and processing material from the Lucerne mine.

If the option is exercised, Tonogold will pay the Company a rental fee of $1 million per year plus $1 per processed ton, in addition to all the costs of operating and maintaining the facility, up to and until the first $15 million in rental fees are paid, and then stepping down to $1 million per year and $0.50 per processed ton for the next $10 million paid to Comstock, and then stepping down again, after the first $25 million of revenue is received, to $0.25 cents per processed ton, with no annual rental fee but with a $100,000 per quarter minimum revenue.

Tonogold will reimburse American Flat expenses of approximately $1.1 million per year during the option life.

Occidental and Gold Hill Targets

The Occidental group and Gold Hill group of exploration targets represent longer-term exploration target areas that contain many historic mining operations, including the Overman, Con Imperial, Caledonia, and Yellow Jacket mines.

believe that our consolidation of the Comstock District has provided us with opportunities to utilize the historical information available to identify drilling targets with significant potential.

We believe that our consolidation of the Comstock District has provided us with opportunities to utilize the historical information available to identify drilling targets with significant potential.

The Occidental and Gold Hill properties are currently being explored through drilling by Tonogold under their Mineral Exploration and Mining Lease.

Lease Option Agreement for the American Flat processing facility

The Company and Tonogold also entered into an agreement (the "Lease Option Agreement") to lease its permitted American Flat property, plant and equipment to Tonogold for crushing, leaching and processing material from the Lucerne Mine.

If the option is exercised, Tonogold will pay the Company a rental fee of $1.0 million per year plus $1 per processed ton, in addition to all the costs of operating and maintaining the facility, up to and until the first $15.0 million in rental fees are paid,

and then stepping down to $1.0 million per year and $0.50 per processed ton for the next $10.0 million paid to Comstock, and then stepping down again, after the first $25.0 million of revenue is received, to $0.25 cents per processed ton, with no annual rental fee but with a $100,000 per quarter minimum revenue.

Tonogold will reimburse American Flat expenses of approximately $1.1 million per year during the option life.

We believe we have exceptional mine engineering, geological, regulatory, environmental, financial and operating competencies on our management team.

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Bankruptcy Code following a multiple party bidding process with suitors focused on both in-court and out-of-court transactions.

Barzel and substantially all of its U.S.

and Canadian subsidiaries were purchased for $65.0 million in cash.

From 1998 to 2006, Mr.

De Gasperis held roles of increasing responsibility at GrafTech International Ltd.

(“GrafTech”), a global manufacturer of industrial graphite and carbon-based materials.

(“GrafTech”), a global manufacturer of graphite and carbon cathodes and electrodes.

From 2001 to 2006, he served as the Chief Financial Officer, in addition to his duties as Vice President and Chief Information Officer, which he assumed in 2000.

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De Gasperis is also a founding member and the Chairman of the Board of Directors of the Comstock Foundation for History and Culture, a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").

He is also on the Board of the Virginia City Tourism Commission, and formerly its Chairman, and a Member of the Northern Nevada Development Authority and the Northern Nevada Network.

He is a board member and previously served as Chairman of the Virginia City Tourism Commission, and is a member of the Northern Nevada Development Authority and the Northern Nevada Network.

De Gasperis has served as a director of GBS Gold International Inc., where he was Chairman of the Audit and Governance Committee and the Compensation Committee and a member of the Nominations and Advisory Committees.

De Gasperis holds a BBA from the Ancell School of Business at Western Connecticut State University, with honors.

Jolcover Director of Business Development since 2010, and General Site Manager since 2016.

Jolcover has been in Nevada mining for over 38 years, including the most recent 22 years with Comstock Mining Inc.

and a predecessor.

Jolcover manages all commercial transactions, including land, water, and other major capital expenditures and acquisitions.

Jolcover has extensive real estate transaction experience, previously working as a licensed agent.

He currently serves on the Board of Nevadaworks and was the former Chairman and Vice Chairman of the Virginia City Tourism Commission, Storey County, NV.

He is a member of the Northern Nevada Development Authority's Construction and Design Committee.

Ron Leiken , Director of Health, Safety and Environmental Protection since July 2018, and Environmental Manager from April 2014 - February 2015.

Leiken has more than 25 years of Environmental Health and Safety (EHS) compliance and permitting experience, successfully preparing and managing environmental permitting documents and projects and assuring compliance of operations with applicable regulations.

In 2014 with Comstock, he successfully developed and secured the landmark permits to significantly expand Comstock’s Storey County Special Use Permit, obtain strategic zoning change approvals, and other major, prerequisite operating permits including Nevada State Water Pollution Control Permit for processing and leaching and Air Pollution and Quality Control for crushing and processing.

From February 2015 to July 2018, Mr.

Leiken was on the senior management team with SSR Mining/Marigold Mining Company, where he initiated and managed sitewide large-scale baseline studies, NEPA and other prerequisite

permitting processes that effectively expanded operations and added a decade of additional mine life.

The project included managing geochemical, groundwater, and pit lake modeling studies to evaluate effects from dewatering, as well as studies on sage grouse, eagles, plants, air quality, water rights, economics, and much more.

Concurrent with and after the baseline studies, Mr.

Leiken managed an intensive NEPA EIS process.

This project involved extensive coordination with the U.S.

BLM, U.S EPA, NDEP, NDOW, NDWR, and several other agencies and NGOs.

From August 2008 to March 2013, Mr.

Leiken worked with Ormat Technologies as Corporate Environmental/Regulatory Affairs where he successfully permitted several new, utility-scale geothermal energy projects in the Western U.S.

and assisted in permitting and regulatory compliance for Ormat’s existing California, Nevada, and Hawaii power plant facilities.

Leiken earned a Bachelor of Science, with honors, in Natural Resources Management from California Polytechnic University, San Luis Obispo.

From 2013-2015, Mr.

Leiken also developed and taught a course in environmental regulations at Truckee Meadows Community College, and from 2015-2017, he served on the Board of Directors for Nevada Outdoor School.

Martin, Director of Exploration & Mineral Development since 2010, and Chief Geologist since 2008.

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He designed and led a team of programmers to develop the Techbase ® engineering database management package.

He successfully commercialized the software and served and supported users world-wide.

He successfully commercialized the software and served and supported users worldwide.

He enabled clients in the implementation of robust modeling and database management and the development of internal processes for a variety of projects and industries.

Norred received his Bachelor of Science in Mining Engineering from the Colorado School of Mines in 1978, and was named Colorado School of Mines Young Alumnus of the Year in 1987.

He is a Qualified Person (QP) as defined by Canadian National Instrument 43-101 and is qualified in Federal Court as an expert witness in open pit mine modeling.

He is a Qualified Person (QP) as defined by Canadian National Instrument 43-101 and as defined by SEC Regulation S-K 1300, and is qualified in Federal Court as an expert witness in open pit mine modeling.

As a QP, he has authored or contributed to National Instrument 43-101 and JORC compliant technical reports.

Chris Peterson, Director of Health, Safety, & Environmental Protection and General Site Manager since 2020.

Peterson previously held positions with Comstock Mining ranging from Senior Grade Control Geologist to Director of Mining and Mine Development.

Peterson returns to us from a period in the consulting industry where he was an Environmental Scientist, Air Quality Specialist and Site Management Consultant.

With over 10 years’ background in mining and related disciplines while working in the field, leading research projects, conducting geologic mapping, and supporting ore process and production, Mr.

Peterson has held increasingly responsible leadership roles.

Peterson held positions at Kona Gold LLC and EM Strategies at DeLamar Mining Company.

Prior to that, and while previously with Comstock Mining, he oversaw the realignment of Nevada State Route 342, and completion of the Lucerne Underground Project.

Peterson earned a Bachelor of Science in Geology from California State University;

Chico, and a Masters in Geology from Mackay School of Mines at the University of Nevada, Reno, both degrees earned with Honors.

Spencer, joined Comstock Mining in 2017, as Director of External Relations with more than 30 years of experience in the communications field and 16 years dedicated to the Nevada mining industry, including investor, government and media relations.

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Virginia City, NV 89440

Principal Markets

We did not have any production or revenue in our mining segment during 2019 , and we had $0.2 million of revenues in our real estate segment for the year ended December 31, 2019 .

We had an operating loss of $5.5 million in our mining segment and an operating profit of $ 0.1 million in our real estate segment, respectively, for the year ended December 31, 2019 .

Principal Operating Segments

We did not have any production or revenue in our mining segment during 2020 or 2019, and we had $0.2 million of revenues in our real estate segment for each of the years ended December 31, 2020 and 2019.

We had operating losses of $4.9 million and $5.5 million in our mining segment for the years ended December 31, 2020 and 2019, respectively, and an operating loss of $0.6 million for the year ended December 31, 2020 and operating income of $0.1 million for the year ended December 31, 2019 in our real estate segment.

We had total assets of $34.3 million and $8.8 million in our mining and real estate segments, respectively, at December 31, 2020.

See Note 14 to our audited consolidated financial statements for additional information regarding our segments.

We had total assets of $30.1 million and $9.5 million in our mining and real estate segments, respectively, at December 31, 2019.

See Note 20, Segment Reporting, to the consolidated financial statements.

Government Regulation

Mining operations and exploration activities are subject to various national, state, and local laws and regulations in the United States, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances, and other matters.

We have obtained substantially all of those licenses, permits, and other authorizations currently required for our mining, exploration and other development programs.

We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and regulations.

Mining operations and exploration activities are subject to various federal, state, and local laws and regulations in the United States, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances, and other matters.

We have obtained substantially all licenses, permits, and other authorizations currently required for our mining, exploration and other development programs.

We believe that we are in compliance in all material respects with applicable laws and regulations.

Capital expenditures relating to compliance with laws and regulations that regulate the discharge of materials into the environment, or otherwise relating to the protection of the environment, comprise a substantial part of our historical capital expenditures and our anticipated future capital expenditures.

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The Company completed leaching from its existing leach pads in December 2016, and has since focused on exploration and development activities, primarily in the Lucerne and Dayton resource areas.

In September 2020, the Company completed the sale of Comstock LLC, owner of the Lucerne Mine, resource area and related permits, to Tonogold.

The Company retains a 1.5% NSR royalty interest in the Lucerne properties.

The Company is not economically dependent on a limited number of customers for the sale of its product.

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Financing Events

On February 18, 2019, the Company filed a new shelf registration statement on Form S-3 (the “S-3 Shelf”), for the sale of up to $50.0 million of the Company’s securities, from time to time, and used $4.5 million of that capacity during 2019, leaving an aggregate unused capacity of $45.5 million as of December 31, 2019.

So long as the aggregate market value of the Company’s common equity held by non-affiliates is less than $75 million, the aggregate market value of securities sold by or on behalf of the Company pursuant to the S-3 Shelf during the period of 12 calendar months immediately prior to, is limited from being no more than one-third of the aggregate market value of the Company’s non-affiliated common equity.

On March 15, 2020, these limitations resulted in approximately $2.1 million of unrestricted, available S-3 Shelf capacity.

On October 1, 2019, and as amended and restated on October 9, 2019, the Company entered into an equity purchase agreement (the “Leviston Equity Agreement”) with Leviston Resources LLC (“Leviston”) and filed a prospectus supplement to offer and sell shares of common stock at an aggregate offering price of up to $1.25 million, from time to time, to Leviston.

The facility has aggregate unused capacity of $0.45 million as of December 31, 2019.

In February 2019, the Company also entered into an equity purchase agreement (the “2019 Equity Agreement”) with the Murray Family Office (“Murray FO”) for the sale of up to $5.0 million in shares of the Company’s common stock from time to time, at the Company’s option, subject to certain restrictions and at a 10% discount to a volume weighted average price.

On September 20, 2019, the Company filed a prospectus that terminated any remaining sales pursuant to the 2019 Equity Agreement after using $1.9 million of its capacity.

In August 2018, the Company entered into an equity purchase agreement (the "2018 Sales Agreement") with Leviston Resources, LLC ("Leviston") for the sale of up to $2.25 million in shares of the Company's common stock and filed a prospectus supplement to its existing shelf registration statement.

During 2018 and 2019, the Company received net proceeds of $0.9 million from sales of shares under the 2018 Sales Agreement.

The agreement expired on February 5, 2019.

In April 2017, the Company entered into an equity purchase agreement (the “2017 Sales Agreement”) with Leviston Resources LLC (“Leviston”) for the purchase of up to $7.25 million in shares of the Company's common stock and filed multiple prospectus supplements to its existing shelf registration statement for the purchase of up to $7.25 million in shares of the Company’s common stock from time to time, at the Company’s option.

On August 8, 2018, the Company terminated the 2017 Sales Agreement, after receiving net proceeds of $5.3 million from the sale of shares under the 2017 Sales Agreement.

Effective June 28, 2016, the Company entered into a sales agreement with IAA with respect to an at-the-market offering program (“ATM Agreement”) pursuant to which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, having an aggregate offering price of up to $5.0 million.

During 2018, 2017, and 2016,

the Company received net proceeds of $0.3 million, $4.1 million, and $0.5 million, respectively, under the ATM Agreement.

The ATM Agreement was terminated in 2018.

S-3 Shelf Registration

On February 18, 2019, the Company filed an S-3 shelf registration with the SEC (the "S-3 Shelf"), for the sale of up to $50 million of the Company’s securities, from time to time, and used $8.2 million of that capacity through December 31, 2020, leaving an aggregate unused capacity of $41.8 million.

As long as the aggregate market value of the Company’s voting and non-voting common equity held by non-affiliates is less than $75.0 million, the aggregate market value of securities sold by or on behalf of the Company pursuant to the S-3 Shelf during the period of 12 calendar months immediately prior to such sales is limited to being no more than one-third of the aggregate market value of the Company’s non-affiliated voting and non-voting common equity.

On December 31, 2020 and March 5, 2021, these limitations resulted in $8.8 million and $20.8 million, respectively, of unrestricted, available S-3 Shelf capacity.

There can be no assurance the Company can sell common shares up to that capacity.

Equity Issuance Agreements

On March 2, 2021, the Company entered into equity purchase agreements (the “Equity Purchase Agreements”) with certain investors to issue and sell in a registered direct offering (the “Offering”) 4.0 million shares of common stock at a price of $4.00 per share.

The shares are being offered by the Company pursuant to its shelf registration statement on Form S-3 (File No.

333-229890) filed with the SEC on February 26, 2019 and declared effective on March 7, 2019, and prospectus supplement thereunder dated March 2, 2021, and filed with the SEC on March 2, 2021.

The Equity Purchase Agreements contain customary representations, warranties and agreements of the Company, and customary conditions to closing, indemnification rights and obligations of the parties.

The Offering of the shares closed on March 4, 2021.

The Company paid Noble Capital Markets, Inc., the placement agent for the Offering, an aggregate cash fee equal to 6% fee of the aggregate gross proceeds raised in the Offering, and agreed to pay up to $30,000 for other fees and expenses, resulting in expected net offering proceeds of $15.0 million.

On February 8, 2021, the Company entered into an equity purchase agreement (the “2021 Leviston Sales Agreement”) with Leviston Resources LLC (“Leviston”) to offer and sell registered shares of common stock at an aggregate offering price of up to $5.0 million from time to time, at the Company’s option, on terms deemed favorable to the Company.

Any shares offered and sold will be issued pursuant to the Company’s shelf registration statement on Form S-3 and the related prospectus (File No.

333-229890) filed by the Company with the SEC pursuant to the Securities Act.

Sales of common stock, if any, under the 2021 Leviston Sales Agreement may be made in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act, at a price of ninety percent (90%) of the volume weighted average closing sales price per share of the common stock on the NYSE American stock exchange on the day of each respective put date.

In July 2020, the Company entered into an equity purchase agreement (the "2020 Triton Equity Agreement") with Triton Funds L.P., (“Triton”) to offer and sell registered shares of common stock at an aggregate offering price of up to $1.25 million, from time to time, at the Company's option.

In July 2020, the Company issued to Triton 2,040,483 common shares with an aggregate sales price of $1.25 million, at an average price per share of $0.61, and paid related cash fees of $15,000.

At December 31, 2020, the 2020 Triton Equity Agreement has no capacity.

Also in July 2020, the Company entered into an equity purchase agreement (the “2020 Leviston Sales Agreement”) with Leviston to offer and sell registered shares of common stock at an aggregate offering price of up to $2.5 million, from time to time, at the Company's option, and paid a commitment fee of $125,000 in shares of common stock and $52,500 of cash fees.

From July through September 2020, the Company issued to Leviston 2,793,586 common shares with an aggregate sales price of $2.5 million, at an average price per share of $0.89, and an additional 173,611 common shares in commitment fees.

At December 31, 2020, the 2020 Leviston Sales Agreement has no remaining capacity.

In October 2019, the Company entered into an equity purchase agreement (the “2019 Leviston Sales Agreement”) with Leviston to offer and sell registered shares of common stock at an aggregate offering price of up to $1.25 million, from time to time, at the Company’s option, subject to certain restrictions and a $125,000 fee payable to Leviston in shares of common stock.

In October 2019, the Company issued to Leviston 1,863,150 common shares with an aggregate sales price of $0.8 million, at an average price per share of $0.43, and an additional 284,852 common shares in commitment fees.

From March through July 2020, the Company issued to Leviston an additional 913,539 common shares with an aggregate sales price of $0.4 million, at an average price per share of $0.49.

As of December 31, 2020, the 2019 Leviston Sales Agreement has no remaining unused capacity.

In February 2019, the Company entered into an equity purchase agreement (the “2019 Murray Equity Agreement”) with the Murray Family Office (“Murray”) to offer and sell shares of common stock at an aggregate offering price of up to $5.0 million, from time to time, at the Company’s option, subject to certain restrictions, at a 10% discount to a volume weighted average sales price per common share, and paid a fee of $250,000 in shares of common stock and cash fees of $50,715.

From May through September 2019, the Company issued to Murray 2,988,120 common shares with an aggregate sales price of $1.9 million, at an average price per share of $0.65, and an additional 213,156 common shares in fees.

As of December 31, 2020, the 2019 Murray Equity Agreement has no remaining capacity.

See Note 14, Equity, and Note 22, Subsequent Events, to the consolidated financial statements.

Convertible Preferred Stock

In June 2019, the Company entered into a securities purchase agreement with Temple Tower Group LLC ("Temple") providing for the issuance and sale to Temple of 1,274 shares of convertible preferred stock with a stated value of $1,000 per share, for net proceeds to the Company of $1.1 million, with 191 of the preferred shares representing due diligence fees.

The total of 1,274 preferred shares had a stated value of $1.3 million and a fair value of $1.5 million based on a third-party valuation study.

The Company recorded the difference between the net proceeds of $1.1 million and the fair value of $1.5 million as a cost of issuing the preferred shares.

The preferred shares were issued pursuant to the Company’s S-3 Shelf, and were convertible into shares of the Company’s common stock.

The number of common shares issuable upon conversion was determined by dividing the stated value of the preferred shares by the conversion price.

The conversion price was calculated as 90% of the lowest reported volume-weighted average price per share of the Company’s common stock as reported at the close of trading on the NYSE American stock exchange during the seven trading days ending on, and including, the date of the notice of conversion.

From July through September 2019, Temple converted all of the preferred shares for 2,240,441 common shares at an average conversion price per share of $0.57.

Reverse Stock Split

In November 2019, the Board of Directors of the Company approved a one-for-five (1:5) reverse stock split (the “Reverse Split”) for all issued and outstanding shares of the Company’s common stock, par value $0.000666, and a

contemporaneous one-for-five (1:5) reduction in the number of shares of the Company’s authorized common stock from 790,000,000 to 158,000,000 shares.

The Reverse Split resulted in each outstanding five pre-split shares of common stock automatically combining into one new share of common stock without any action on the part of the stockholders.

No fractional shares were issued as a result of the Reverse Split.

Fractional shares were rounded up to the nearest whole share, requiring the issuance of 9,114 additional shares of common stock, included in issuance of common stock in the consolidated statements of changes in equity.

The Reverse Split was effective for trading purposes on November 29, 2019.

The total number of outstanding common shares was reduced from 126,970,215 to 25,394,043 on the effective date.

All common shares and per share amounts set forth herein give effect to this Reverse Split.

The Reverse Split also applies to awards available for issuance under the 2011 Equity Incentive Plan.

Risk Factor Summary

An investment in our securities involves risk.

You should carefully consider the risk factors detailed in Item 1A, “Risk Factors”, in addition to those discussed elsewhere in this report, in evaluating our Company, its business, its industry and prospects.

These risks include, but are not limited to, those described in the following summary:

Business and Operating Risks

• We have a limited operating history.

• We may never earn significant revenues from our mine operations or our other precious metal-based activities.

• We are exposed to global health, economic and market risks that are beyond our control, which have adversely affected, and could continue to adversely affect, our financial results and capital requirements.

• Transportation and weather interruptions may affect and delay proposed mining operations and impact our business plans.

• If we are unable to secure raw materials and exploration supplies we may have to delay our anticipated business operations.

• We have invested capital in high-risk minerals and metals projects where we have not conducted sufficient exploration, development and/or engineering studies.

• We will not be successful unless we recover precious or strategic metals and sell them for a profit, and/or provide related services for a profit.

• We do not have proven or probable reserves, and there is no assurance that the quantities of precious metals we produce will be sufficient to recover our investment and operating costs.

• The cost of our exploration, development and acquisition activities is substantial, and there is no assurance that the quantities of minerals and metals we discover, acquire or recover will justify commercial operations or replace future reserves.

• The prices of gold, silver, lithium, nickel cobalt and other metals fluctuate on a regular basis and a downturn in price could negatively impact our operations and cash flow.

• The use of hedging instruments may not prevent losses being realized on subsequent price decreases, or may prevent gains being realized from subsequent price increases.

• We compete with other mineral exploration, metal recycling and mining companies which could result in lost opportunities.

• Actual recoveries may vary from our estimation of the ultimate recovery of gold, silver and other metals, which is subjective.

• Resource and other mineralized material statements are estimates subject to uncertainty due to factors including metal prices, inherent variability of the mineralized material and recoverability of metal in the mining and beneficiation processes.

• Our mining and metal recycling production depends on the availability of sufficient water supplies.

• Cost estimates and timing of new projects are uncertain, which may adversely affect our expected production and profitability.

• We may experience increased costs or losses from hazards and uncertainties associated with mining and processing.

• Our activities are inherently hazardous and any exposure may exceed our insurance limits or not be insurable.

• The Company’s costs of close-down, reclamation and rehabilitation could be higher than expected.

• Our ability to execute our strategic plan depends on many factors, some of which are beyond our control.

• We rely on contractors to conduct a significant portion of our operations and construction projects.

• Our business requires substantial capital investment and we may be unable to raise additional funding.

• We may not be successful in selling non-mining related assets.

• Owning real estate and water rights and options on real estate and water rights carries inherent risks.

• Illiquidity of real estate investments could significantly impede our ability to respond to changes in economic and other conditions.

• The unique nature of our properties, including our held-for-sale properties, may make it difficult for us to sell or develop those properties, and could require considerable, additional capital to adapt the properties for sale or other productive uses and could negatively affect our financial performance.

• Our indebtedness and other payment obligations could adversely affect our operations, financial condition, cash flow, and operating flexibility.

• Mining companies are increasingly required to provide benefits to the communities in which they operate.

Legal, Regulatory and Compliance Risks

• Our ability to execute our strategic plans depends upon our success in obtaining a variety of required governmental approvals that may be opposed by third parties.

• Our operations are subject to strict environmental laws and regulations, including regulations and pending legislation governing issues involving climate change, which could result in added costs of operations and operational delays, and could have a material adverse effect on our business.

• Our operations are subject to certain soil sampling and potential remediation requirements, which may result in added costs and delays;

and we are also potentially subject to further costs as the result of on-going government investigation and future remediation decisions.

• Our insurance and surety bonds for environmental-related issues are limited.

• We are subject to federal and state laws that require environmental assessments and the posting of bonds, which add significant costs to our operations and delays in our projects.

• We may be subject to litigation.

• Title claims against our properties could require us to compensate parties and divert management’s time.

Risks Related to Investment in Our Common Stock

• Our stock has historically been a penny stock with trading restricted by the SEC’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our stock.

• If we are unable to maintain the listing standards of the NYSE American stock exchange, our common stock may be delisted.

• The price of the Company’s common stock has and may continue to fluctuate significantly, which could negatively affect the Company and holders of its common stock.

• If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

• We do not expect to pay any cash dividends for the foreseeable future.

• The terms of the Operating Agreement of Northern Comstock LLC require significant cash payments and may significantly dilute the ownership interests of the common stock.

• We may issue equity securities in the future that could dilute the ownership interest of existing stockholders.

Risks Related to Strategic Transactions

• We have and may continue to pursue investments in other companies, acquisitions, divestitures, business combinations or other transactions with other companies, involving our properties or new properties, which could harm our operating results, may disrupt our business and could result in unanticipated accounting charges.

• We may undertake joint ventures, investments, joint projects and other strategic alliances and such undertakings, as well as our existing joint ventures, may be unsuccessful and may have an adverse effect on our business.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business