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Item 9A. Controls and Procedures

2021-03-10 compared with 2020-03-30 · 229 added, 179 removed, 339 unchanged (55% of the section changed)

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report, management performed, with the participation of our Principal Executive Officer and our Principal Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

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Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Our Principal Executive Officer concluded that, as of December 31, 2019 , our disclosure controls and procedures were effective.

Design and Evaluation of Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) and 15d-15(f).

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2019 .

In making this assessment, management used the criteria for effective internal control over financial reporting described in the “Internal Control-Integrated Framework” (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on the assessment, management concluded that, as of December 31, 2019 , our internal control over financial reporting was effective based on those criteria.

Our Principal Executive Officer and Principal Financial Officer concluded that, as of December 31, 2020, our disclosure controls and procedures were effective.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over our financial reporting, which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.

Because of its inherent limitations, any system of internal control over financial reporting, no matter how well designed, may not prevent or detect misstatements due to the possibility that a control can be circumvented or overridden or that misstatements due to error or fraud may occur that are not detected.

Also, because of changes in conditions, internal control effectiveness may vary over time.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2020, using criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and concluded that we have maintained effective internal control over financial reporting as of December 31, 2020, based on these criteria.

/s/ Corrado De Gasperis

Executive Chairman and Chief Executive Officer

(Principal Executive, Financial and Accounting Officer)

Changes in Internal Control Over Financial Reporting

During the quarter ended December 31, 2020, there was no change in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company in accordance with and as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (“Exchange Act”).

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements;

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized transactions.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Management has evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019 .

Management based its assessment on the framework set forth in COSO’s Internal Control – Integrated Framework (2013) in conjunction with Securities and Exchange Commission Release No.

33-8820 entitled “Commission Guidance Regarding Management’s Report on Internal Control Over Financial Reporting Under Section 13(a) or 15(d) of the Securities and Exchange Commission”.

Based on the assessment, management concluded that, as of December 31, 2019 , our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States.

The concept of reasonable assurance is based on the recognition that there are inherent limitations in all systems of internal control.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We believe that internal control over financial reporting is effective as of December 31, 2019 .

/s/ Corrado De Gasperis

Executive Chairman, Chief Executive Officer and President

(Principal Executive Officer and Principal Financial Officer)

Other Information

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To recognize Mr.

De Gasperis for his efforts and success in negotiating and concluding the Company’s agreements with Tonogold, during the past two fiscal years, which the Compensation Committee considered exceptionally complex and important and requiring efforts beyond the scope of his normal duties, the Compensation Committee awarded him additional, special recognition compensation in the amount of $65,000.

De Gasperis for his efforts and success primarily for negotiating, managing and concluding the Company’s agreements with Tonogold, and related capital resource and liquidity management during the past three fiscal years, which the Compensation Committee considered exceptionally complex and important and requiring efforts beyond the scope of his normal duties, the Compensation Committee awarded him additional, special recognition compensation in the amount of $110,000 and $65,000 in 2020 and 2019, respectively.

Failure to Satisfy a Continued Listing Rule or Standard;

Transfer of Listing or Notice of Delisting - Extension

On June 24, 2019, the Company received notice from the NYSE American LLC (“NYSE”) that it was not compliant with the NYSE’s low selling price rule 1003(f)(v) and would have until December 24, 2019, to cure such noncompliance.

On June 24, 2019, the Company received notice from the NYSE American LLC (“NYSE American”) that it was not compliant with the NYSE American’s low selling price rule 1003(f)(v) and would have until December 24, 2019, to cure such noncompliance.

On January 2, 2020, Comstock Mining Inc.

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The Exchange specifically noted that the Company has cured the Company’s previously announced low selling price deficiency and that the “.bc” designation, signifying below-compliance with its listing standards was removed from the Company’s trading symbol at the opening of trading on January 3, 2020.

The Company was removed from the list of noncompliant issuers on the NYSE’s website.

On August 27, 2018, the Company received notice from the NYSE American LLC (“NYSE”) that it was not compliant with the NYSE’s low selling price rule 1003(f)(v) and would have six months to cure such noncompliance, that was subsequently extended to May 31, 2019.

On June 3, 2019, Comstock Mining Inc.

(the “Company”) received a letter from the NYSE American LLC (the “Exchange”) stating that the Company was in compliance with the Exchange’s continued listing standards set forth in Part 10 of the Exchange’s Company Guide.

The Exchange specifically noted that the Company has cured the Company’s previously announced selling price deficiency and that the “.bc” designation, signifying below-compliance with its listing standards was removed from the Company’s trading symbol effective June 4, 2019.

The Company was also removed from the list of noncompliant issuers on the NYSE’s website.

The Company was removed from the list of noncompliant issuers on the NYSE American’s website.

Directors, Executive Officers and Corporate Governance

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Also set forth below is a brief discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that such director should serve as a director of the Company.

The Nominating and Governance Committee of the Board reviews at least annually the skills and characteristics for the election of new and continuation of existing directors.

The Nominating and Governance Committee of the Board of Directors reviews at least annually the skills and characteristics for the election of new and continuation of existing directors, including diversity.

Corrado De Gasperis ;

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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 million in cash.

From 1998 to 2006, Mr.

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As a Senior Assurance Manager in the Manufacturing, Retail and Distribution Practice, he served clients such as General Electric Company and Union Carbide Corporation.

KPMG announced his admittance, as a Partner, effective July 1, 1998.

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 a Director of the Virginia City Tourism Commission, and served as its Chairman from December 2018, until January 2020.

Through Comstock, he is also a participating member of the Northern Nevada Development Authority and the Northern Nevada Network.

KPMG announced his admittance, as a Partner in July 1998.

He is a board member and previously served as Chairman of the Virginia City Tourism Commission from December 2018 until January 2020, 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.

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director since February 2018.

Drozdoff has extensive experience in Nevada mining, including engineering, environmental regulation, economic development, legislation and historical preservation.

He most recently served as the Director of the Nevada Department of Conservation and Natural Resources from 2010 to 2016, and was a Cabinet member reporting to the Governor of Nevada, where he over saw 900 state employees responsible for mining, environmental protection, water resources, forestry, state parks, state lands and the State Historic Preservation Office.

Drozdoff has extensive experience in Nevada's mining industry, including engineering, legislation, environmental regulation, economic development, legislation and historical preservation.

He most recently served as the Director of the Nevada Department of Conservation and Natural Resources from 2010 to 2016, and was a Cabinet member reporting to two Nevada Governors, where Mr.

Drozdoff oversaw 900 state employees responsible for mining, environmental protection, water resources, forestry, state parks, state lands and the State Historic Preservation Office.

Drozdoff also served as lead Administrator of Nevada’s Division of Environmental Protection from October 2004 to April 2010, and from 1998 to 2001 as Bureau Chief over Water Control and Mining Regulation from 1996 to 1998, two of the most critical Nevada mining regulatory bureaus.

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Drozdoff graduated from Bucknell University with a Bachelor of Science degree in Civil Engineering and he holds an MBA degree with an emphasis in management from the University of Nevada, Reno.

Clark Gillam;

director since May 2018.

Gillam is a co-founder of Nebari Partners, LLC (formerly GF Capital LLC), a private investment firm since May 2016.

He has also served as a Director of BCR Investments, since 2013.

Prior to founding Nebari, Mr.

Gillam was an analyst at McKinley Capital Management, LLC, a privately-held investment adviser specializing in global and international growth equity strategies, from 2012 to 2013, and prior to that role was a trader at Glencore International AG, one of the world’s largest global diversified natural resource companies and a major producer and marketer of more than 90 commodities.

Gillam has a B.S.

Economics from The Wharton School, University of Pennsylvania and an MSc Finance from Trinity College Dublin.

“Del” Marting Jr.

director since April 2018.

Marting is the Founder and Managing Partner of CereCare, LLC, dba Brain Health Restoration, a firm focused on providing breakthrough rehabilitation treatment for individuals, including numerous veterans, suffering from brain disease, traumatic brain injury and related substance use disorders - most commonly alcoholism and opioid addictions.

Marting is the Founder and Managing Member of CereCare, LLC, dba Brain Health Restoration, a firm focused on providing breakthrough rehabilitation treatment for individuals, including numerous veterans, suffering from brain disease, traumatic brain injury and related substance use disorders - most commonly alcoholism and opioid addictions.

Marting is also an experienced mining executive, having started his mining career with Amax Inc., working there from 1975 to 1984.

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Amax eventually was acquired by Freeport-McMoRan, the largest molybdenum producer in the world.

Marting became the Chairman and CEO of Lucky Chance Mining Co., a Nevada-based junior gold mining firm that successfully reopened and restarted production at the famed 16-1 Mine in Allegheny, CA.

Marting became the Chairman and CEO of Lucky Chance Mining Co., a Nevada-based junior gold mining firm that successfully reopened and restarted production at the famed 16-1 Mine in Allegheny, California.

More recently, Mr.

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Marting is also a Navy veteran, including service as a member of the US Navy SEAL Team Two.

director since September 2020.

Merrill is currently Chief Financial Officer of Aqua Metals, Inc.

since November 2018.

Aqua Metals is reinventing lead recycling with its patented and patent-pending AquaRefining™ technology.

These systems reduce environmental impact and scale lead acid recycling production capacity to meet the growing demand for lead-driven innovations in batteries, solar, wind, and grid scale energy storage.

Merrill has extensive mining industry experience.

Prior to joining Aqua Metals, Mr.

Merrill was the Director of Finance/Accounting at Klondex Mines Ltd., a Nevada based international mining company.

Before its acquisition by Hecla, Klondex was a $500 million, publicly traded company listed on the New York and the Toronto Stock Exchanges.

From 2011 to 2017, Mr.

Merrill was employed by Comstock Mining Inc.

with financials positions of increasing responsibility, including Chief Financial Officer and Corporate Secretary.

Merrill was instrumental in establishing financial processes and driving efficiencies, and managing and maintaining the Company’s liquidity and efficient access to the capital markets.

directly with bankers, lenders, investment funds and major shareholders related to the company’s capital management Mr.

Merrill previously worked as a controller at Fronteer Gold Inc.

and as an assistant controller at Newmont Mining Corp., where he acquired and developed strong financial planning, cost management, treasury and cash management experience.

Merrill began his career at Deloitte & Touche LLP and spent six years working in broad financial accounting, reporting, auditing, internal control, and corporate financial activities.

Merrill holds a Bachelor of Science in Accounting from Central Washington University and a Masters of Business Administration from the University of Nevada, Reno, and is a Certified Public Accountant.

director since October 2005.

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He is the President and CEO of Century Plaza Printers, Inc., a company he founded in 1979 and has served as a consultant in the acquisition and disposition of commercial real estate.

Nance is a Certified Public Accountant and, from 1970 to 1976, was with Kenneth Leventhal & Company specializing in real estate including REITS, restructurings, mergers and acquisitions, real estate development and financing.

Nance is a Director of InterGroup Corporation since 1984, and of Santa Fe Financial Corporation and Portsmouth Square, Inc.

Nance is a Certified Public Accountant and, from 1970 to 1976, was with Kenneth Leventhal & Company where he specialized in the area of REITS, restructurings of real estate companies, mergers and acquisitions, and most phases of real estate development and financing.

Nance has been a Director of InterGroup Corporation since 1984, and of Santa Fe Financial Corporation and Portsmouth Square, Inc.

since May 1996.

He holds a Bachelor’s degree in Business Administration from California State University in Los Angeles.

Nance has extensive management experience and brings more than 20 years of experience as a director on public company boards.

Nance has extensive management experience within a wide range of businesses and brings more than 35 years of public company director experience.

Corporate Governance

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The Corporate Governance Guidelines are available on our website at

http://www.comstockmining.com/files/corporate-governance/ComstockMining_CorporateGovernanceGuidelines_20101231.pdf .

http://www.comstockmining.com/about/corporate-governance.

The information contained on our website is not part of this annual report on Form 10-K.

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The Board of Directors has determined that Messrs.

Drozdoff, Marting, and Nance are “independent” directors within the listing standards of the NYSE American and the independence standards of our Corporate Governance Guidelines.

Drozdoff, Marting and Nance are also independent within the standards set forth in Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Drozdoff, Marting, Merrill and Nance are “independent” directors within the listing standards of the NYSE American and the independence standards of our Corporate Governance Guidelines.

Drozdoff, Marting and Nance are also independent within the standards set forth in Rule 10A-3 of the Exchange Act.

Generally, in order for a director to be considered “independent” by the Board of Directors, he or she must (1) be free of any relationship that, applying the rules of the NYSE American, would preclude a finding of independence and (2) not have any relationship (either directly or as a partner, shareholder or officer of an organization) with us or any of our affiliates or any executive officer of us or any of our affiliates (exclusive of relationships based solely upon investment) that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

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Executive Officers

The Company had three executive officers during 2019.

De Gasperis, the Executive Chairman and Chief Executive Officer of the Company, serves as the Company’s principal executive officer and principal financial officer.

Smith was hired as the Company’s Chief Accounting Officer and Treasurer effective October 23, 2017, until August 30, 2019, when the position was eliminated.

Juan Carlos Giron Jr., CFA, was hired as the Company's Chief Financial Officer and President, effective September 1, 2019, until February 28, 2020, when he left the Company to pursue other opportunities.

De Gasperis, the Executive Chairman, Chief Executive Officer of the Company, serves as the Company’s principal executive officer, principal financial officer and principal accounting officer.

Code of Conduct and Ethics

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It is intended, at a minimum, to comply with the listing standards of the NYSE American, the Sarbanes-Oxley Act of 2002 and the SEC rules adopted thereunder.

Only our Board or the Audit and Finance Committee may waive the provisions of our Code of Conduct and Ethics for executive officers and directors.

Only our Board of Directors or the Audit and Finance Committee may waive the provisions of our Code of Conduct and Ethics for executive officers and directors.

Our Code of Conduct and Ethics constitutes a code of ethics for purposes of Item 406 of Regulation S-K, and is posted on our website at www.comstockmining.com.

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• review the Compensation Discussion and Analysis for inclusion in the annual proxy statements or annual report as the case may be.

Members of the Compensation Committee are Mr.

Nance (Chair) and Mr.

Drozdoff, each of whom satisfies the independence requirements of NYSE American and SEC rules and regulations.

Members of the Compensation Committee are Leo Drozdoff (Chair) and William Nance, each of whom satisfies the independence requirements of NYSE American and SEC rules and regulations.

Each member of our Compensation Committee is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code.

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No member of the Compensation Committee was at any time an officer or employee of the Company, nor is any member of the Compensation Committee related to any other member of the Compensation Committee, any other member of the Board of Directors or any executive officer of the Company.

No executive officer of the Company served as a director or member of the compensation committee of another entity, one of whose executive officers is a member of the Company’s Compensation Committee.

No executive officer of the Company served as a director or member of the compensation committee of another entity, one of which executive officers is a member of the Company’s Compensation Committee.

The Nominating and Governance Committee

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• review candidates for nomination for election as directors submitted by directors, officers, employees and stockholders;

review at least annually the current directors of our Board to determine whether such individuals are independent under the listing standards of the NYSE American and the SEC rules under the Sarbanes-Oxley Act of 2002 (and non-

employee directors (as defined under Exchange Act Rule 16b-3) and outside directors (as defined under Internal Revenue Code Section 162 (m))).

• review at least annually the current directors of our Board to determine whether such individuals are independent under the listing standards of the NYSE American and the SEC rules under the Sarbanes-Oxley Act of 2002 (and non-employee directors (as defined under Exchange Act Rule 16b-3) and outside directors (as defined under Internal Revenue Code Section 162 (m))).

Members of the Nominating and Governance Committee are William Nance (Chair) and Walter Marting Jr., each of whom satisfies the independence requirements of NYSE American and SEC rules and regulations.

The charter of the Nominating and Governance Committee sets forth the minimum qualifications to serve as a director.

As set forth in such charter, each director and nominee should have the following skills and characteristics:

• Have high personal standards:

◦ Desire to make full disclosure of all present and future conflicts of interest.

• Have the ability to make informed business judgments;

• Have literacy in financial and business matters;

• Have the ability to be an effective team member;

• Have a commitment to active involvement and an ability to give priority to the Company;

a member of the Audit and Finance Committee should serve on no more than three public company audit committees;

• Have no affiliations with competitors;

• Have achieved high levels of accountability and success in his or her given fields;

• Have no geographic travel restrictions;

• Have an ability and willingness to learn the Company’s business;

• Preferably have experience in the Company’s business or in professional fields (i.e.

finance, accounting, law or banking) or in other industries or as a manager of international businesses so as to have the ability to bring new insight, experience or contacts and resources to the Company;

• Preferably have a willingness to make a personal substantive investment in the Company;

• Preferably have no direct affiliations with major suppliers or vendors;

• Preferably have previous public company board experience together with good references.

Shareholders may communicate with the full Board of Directors (including shareholder nominations), a specified committee of the Board of Directors or a specified individual member of the Board of Directors in writing by mail addressed to Comstock Mining Inc., P.O.

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Clark Gillam was designated as the nominee and was nominated and approved unanimously by the Board of Directors.

On August 11, 2020, the Company retired the Debenture by

paying the remaining principal balance.

Mr Gillam subsequently resigned from the Board of Directors on September 20, 2020.

See Note 3, Notes Receivable and Advances, Net, to the consolidated financial statements.

Attendance at Annual Meeting

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Director Compensation

The Company did not make any grants to Directors during the fiscal year ended December 31, 2019, and does not have any outstanding equity awards for Directors at December 31, 2019.

In May 2020, Directors were granted a total of 135,000 common shares for past services and 180,000 common shares for current services for a total of 315,000 common shares.

The fair value of the common shares issued was $0.56 per share, based on the closing price of the Company's common shares on May 28, 2020.

Compensation cost totaling $176,400 was recorded as a general and administrative expense in the consolidated statements of operations for the year ended December 31, 2020.

In December,2020, Directors were granted a total of 540,000 shares of common stock for future services, vesting in three equal increments of 180,000 shares each on January 1, 2022, 2023 and 2024.

The fair value of the common shares issued was $1.06 per share, based on the closing price per share of the Company's common stock on December 30, 2020.

Compensation cost totaling $572,400 will be recognized on a straight line basis over the three year vesting period.

No stock compensation was recognized in connection with these shares for the year ended December 31, 2020.

Executive Compensation

The following table sets forth, for the periods indicated, the total compensation for services provided by the person who served as our principal executive officer (CEO) during 2019 , the person who served as our principal financial officer (CFO) during 2019 , and the person who served as our chief accounting officer (CAO) during 2019 .

The following table sets forth, for the periods indicated, the total compensation for services provided by the person who served as our principal executive officer (CEO) during 2020, the person who served as our principal financial officer (CFO) during 2020, and the person who served as our principal accounting officer (PAO) during 2020.

SUMMARY COMPENSATION AND NAMED EXECUTIVE OFFICERS TABLE

Name and Principal Position

Option Awards

Non-equity incentive Plan Compensation

Non-qualified deferred Compensation Earnings

All other compensation

Name and Principal Position Year Salary

($) Option Awards Non-equity incentive Plan Compensation All other compensation Total

Corrado De Gasperis (1)

President and Chief Executive Officer

2020 $ 288,000 $ 10,032 $ 110,000 $ 25,663 $ 433,695

CEO, CFO and PAO 2019 288,000 — 65,000 19,052 372,052

2018 288,000 288,000

Juan Carlos Giron Jr.

President and Chief Financial Officer (2)

Chief Accounting Officer and Secretary (3)

2020 41,534 — — 62,985 104,519

President and CFO 2019 63,692 — — — 63,692

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De Gasperis was hired to serve as the Chief Executive Officer and President of the Company effective April 21, 2010 and was appointed Executive Chairman in September 2015.

De Gasperis has also served as the Principal Financial Officer since April 21, 2010.

De Gasperis has also served as the Principal Financial Officer since April 21, 2010 and as Principal Accounting Officer since August 30, 2019.

De Gasperis’ salary was voluntarily reduced from $360,000 to $288,000 during 2016 in conjunction with the Company's efforts to reduce administrative expenses.

All other reflects $65,000 in special recognition awards and $19,052 in personal time off (PTO) values paid, not taken.

All other reflects amounts paid for personal time off ("PTO") not taken.

was hired to serve as the President and Chief Financial Officer effective September 1, 2019, and served in that capacity until February, 2020, when he left the Company to pursue other opportunities.

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Giron is entitled to receive four months of severance compensation at the rate he was previously paid.

Smith was hired to serve as the Chief Accounting Officer effective October 23, 2017.

His position was eliminated August 30, 2019.

(4) All other compensation includes amounts paid in current year for pay-out of unused paid time off (PTO).

All other compensation includes severance payments and amounts paid in current year for PTO not taken.

The terms of Mr.

De Gasperis' employment agreement is described in detail in Employment, Retirement and Severance Plans and Agreements below.

De Gasperis' employment agreement are described in detail in Employment, Retirement and Severance Plans and Agreements below.

Current Equity Compensation Program

In 2020, the Company adopted the 2020 Plan.

For a description of the 2011 Plan, please see “Compensation Discussion and Analysis - Stock-Based Compensation.” The 2011 Plan replaced the equity plans previously adopted by the Company, including, without limitation, those adopted in 2005 and 2006.

For a description of the 2020 Plan, please see Item 5, Equity Compensation Plan Information, 2020 Equity Incentive Plan.

The 2020 Plan replaced the equity plans previously adopted by the Company in 2011.

In 2011, the Company adopted the 2011 Plan.

For a description of the 2011 Plan, please see Item 5, Equity Compensation Plan Information, 2011 Equity Incentive Plan.

The 2011 Plan replaced the equity plans previously adopted by the Company, including, without limitation, those adopted in 2005 and 2006.

Employment, Retirement and Severance Plans and Agreements

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De Gasperis is entitled to participate in each of our medical, pension or other employee benefit plans generally available to employees.

De Gasperis is also entitled to participate in any of our incentive or compensation plans.

De Gasperis is also entitled

to participate in any of our incentive or compensation plans.

The agreement also requires us to adopt a profit sharing plan whereby 10% of net cash profits before principal payments of indebtedness and investments in fixed assets will be set aside for semi-annual payments to employees, no less than 35% of which shall be payable to Mr.

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The Company was required to adopt an equity incentive plan.

The Board adopted and the shareholders approved the 2011 Plan, in June 2011 and award grants were made in 2011, and thereafter.

Any unvested shares within that program expired in 2016 and 2017.

The 2011 Plan has 425,858 shares available for granting future awards.

The Board of Directors adopted the 2020 Plan in December 2020 and 540,000 award grants were made on December 30, 2020 to non-executive board members, in lieu of cash, for future services.

There are 1,260,000 shares available for granting future awards under the 2020 Plan.

The Board of Directors previously adopted and the shareholders approved the 2011 Plan, in June 2011 and award grants were made in 2011, and thereafter.

On May 28, 2020, Comstock’s Board of Directors resolved to grant certain share-based compensation payable to non-executive board members, in lieu of cash, in consideration of certain past and current service to the Company and also resolved to grant certain share-based compensation to members of management, including the chief executive officer and other key employees of the company, in consideration of service to the Company.

These share-based payments were granted under the previously approved 2011 Equity Compensation Plan and vested immediately.

The grant date for both the shares and the options was May 28, 2020.

Any previously granted unvested shares under the 2011 Plan expired in 2016 and 2017 and there are no shares available for granting under the 2011 Plan.

Rights on Termination of Employment.

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• the date on which any person or group acquires the right to vote on any matter, by proxy or otherwise, with respect to 40% or more of the then issued and outstanding common stock or voting securities of the Company (not including securities held by our employee benefit plans or trusts or certain acquisitions by John Winfield and his affiliates);

the date, at the end of any two-year period, on which individuals, who at the beginning of such period were directors of the Company, or individuals nominated or elected by a vote of two-thirds of such directors or directors previously so elected or nominated, cease to constitute a majority of our Board;

• the date, at the end of any two-year period, on which individuals, who at the beginning of such period were directors of the Company, or individuals nominated or elected by a vote of two-thirds of such directors or directors previously so elected or nominated, cease to constitute a majority of our Board of Directors;

• the date on which shareholders of the Company approve a complete liquidation or dissolution of the Company;

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The following table sets forth information with respect to our common stock that may be issued upon the exercise of stock options under our incentive stock option plans as of December 31, 2020.

Plan Category

(a) Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights

(b) Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights

(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

Equity Compensation Plans Approved by Shareholders (1)

Plan Category (a) Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (b) Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

2011 Equity Compensation Plan Approved by Shareholders (1)

138,800 $0.56 —

(1) The equity compensation plans approved by shareholders only include the 2011 Plan, under which 425,858 shares remain available for issuance.

2020 Equity Compensation Plan Approved by Shareholders (2)

540,000 $— 1,260,000

_____________

(1) There are 138,800 fully vested and exercisable options outstanding under the 2011 Plan.

The options were granted in May 2020, have a remaining contractual life of 1.4 years, an exercise price of $0.56 and were valued at $0.20 fair value per option on the grant date.

The options vested immediately.

Upon the payment of the exercise price, one share of the Company's common stock shall be issued for each option exercised.

As of December 31, 2020, there are no remaining shares available for issuance under the 2011 plan.

(2) There are 540,000 restricted shares granted and outstanding under the 2020 plan, which vest evenly on January 1 st of each year over the three-year term, ending on January 1, 2024.

The restricted shares were valued at $1.06 fair value on the grant date, and the compensation cost will be recognized on a straight line basis over the vesting term.

As of December 31, 2020, there are 1,260,000 shares available for issuance under the 2020 plan.

The Company recognizes forfeitures under the 2011 and 2020 Plans as they occur.

COMPENSATION OF DIRECTORS

The following table summarizes the directors’ cash compensation for 2020:

Fees Earned or Paid in Cash ($) (1)

Name Fees Earned or Paid in Cash ($) (1)

Stock Awards Total (1)

William Nance (2)

$ 24,000 $ 50,400 $ 74,400

Leo Drozdoff (3)

24,000 50,400 74,400

Walter Marting Jr.

24,000 50,400 74,400

Clark Gillam (4)

18,000 25,200 43,200

Judd Merrill (5)

6,000 — 6,000

Total directors cash compensation $ 96,000 $ 176,400 $ 272,400

_____________

(1) No payment included interest.

There has been no compensation awarded to, earned by, or paid to any of the named executive officers or directors.

(2) Excludes $30,000 in committee chair fees accrued but not paid in 2020.

(3) Excludes $30,000 in committee chair fees accrued but not paid in 2020

Gillam resigned from the Company's Board of Directors on September 20, 2020.

(5) Mr Merrill was elected to the Company's Board of Directors on September 11, 2020.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Based solely on our review of the forms required by Section 16(a) of the Exchange Act that have been received by us, we believe there has been compliance with all filing requirements applicable to our officers, directors and beneficial owners of greater than 10% of our common stock, except for the filing of a Form 4 for John V.

Winfield for a transaction that occurred on August 28, 2019.

STOCK OWNERSHIP

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Name and Address (a)

Title of class

Amount and nature of beneficial ownership

Percent of class (b)

Winfield Group

DP Shore Family Trust

Plumb Lane, #B432

Reno, NV 89509

Alvin Fund LLC

98th St., Apt.

10A New York, NY 10025

Title of class Amount and nature of beneficial ownership Percent of class (b)

Winfield Group Common Stock 3,335,439 (c) 7.9 %

Officers and Directors

Corrado De Gasperis

All directors and executive officers as a group

Corrado De Gasperis Common Stock 650,000 (d) *

Nance Common Stock 232,000 (e) *

Drozdoff Common Stock 306,240 (e) *

Merrill Common Stock 135,100 (e) *

Common Stock 225,000 (e) *

Juan Carlos Giron Jr.

All directors and executive officers as a group Common Stock 1,548,340 3.65 %

_____________

* Less than 1%

Unless otherwise indicated, the business address of each person named in the table is c/o of Comstock Mining Inc., P.O.

(a) Unless otherwise indicated, the business address of each person named in the table is c/o of Comstock Mining Inc., P.O.

Box 1118, 117 American Flat Road, Virginia City, NV 89440.

Applicable percentage of ownership is based on 27,236,489 shares of common stock outstanding as of March 25, 2020 together with all applicable options and warrants for such stockholder.

(b) Applicable percentage of ownership is based on 42,455,515 shares of common stock outstanding as of March 5, 2021 together with all applicable options and warrants for such stockholder.

Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting and investment power with respect to shares.

Shares of our common stock subject to options, warrants or other convertible securities exercisable within 60 days after March 5, 2021 are deemed outstanding for computing the percentage ownership of the person holding such options, warrants or other convertible securities, but are not deemed outstanding for computing the percentage of any other person.

Except otherwise noted, the named beneficial owner has the sole voting and investment power with respect to the shares of common stock shown.

Except as otherwise noted, the named beneficial owner has the sole voting and investment power with respect to the shares of common stock shown.

Winfield is the President, Chief Executive Officer and Chairman of the Board of The InterGroup Corporation, Santa Fe Financial Corporation and Portsmouth Square, Inc.

and may be deemed to share voting and dispositive power over shares of the Company’s securities owned by each of The InterGroup Corporation, Santa Fe Financial Corporation and Portsmouth Square, Inc.

Winfield has sole voting power over shares of the Company’s securities held by Northern Comstock.

and may be deemed to have share voting and dispositive power over shares of the Company’s securities owned by each of The InterGroup Corporation, Santa Fe Financial Corporation and Portsmouth Square, Inc.

Winfield has sole voting power over shares of the Company’s securities held by Northern Comstock LLC.

The 3,335,439 shares of the Company’s common stock beneficially owned by Mr.

Winfield includes (i) 557,517 shares of the Company’s common stock held directly by Mr.

Winfield, (ii), 190,007 shares of the Company’s common stock held by InterGroup, (iii) 355,516 shares of the Company’s common stock held by Portsmouth, (iv) 181,330 shares of the Company’s common stock held by Santa Fe, (vi) 1,708,011 shares of the Company’s common stock held by Northern Comstock.

Winfield, (ii), 190,007 shares of the Company’s common stock held by InterGroup, (iii) 355,516 shares of the Company’s common stock held by Portsmouth, (iv) 181,330 shares of the Company’s common stock held by Santa Fe, and (vi) 2,051,069 shares of the Company’s common stock held by Northern Comstock LLC.

Amount and nature of beneficial ownership

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Northern Comstock LLC 2,051,069

Includes 41,820 shares that are pledged as security to an unrelated third party.

Total 3,335,439

(d) Includes a grant of 500,000 unvested performance share units and options to acquire 50,000 shares of common stock.

Among 100,000 shares owned, 41,820 shares have been pledged as security to an unrelated third party.

(e) Includes 135,000 unvested restricted shares representing board compensation over the next three years, with one-third of shares vesting on January 1, 2022, 2023 and 2024, respectively.

Certain Relationships and Related Transactions, and Director Independence.

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Winfield, DWC Resources, Inc.

As part of the Operating Agreement, the Company obtained the exclusive rights of production and exploration on certain property formerly owned by DWC in Storey County, Nevada (the “DWC Property”) and two parcels leased by Mr.

John Winfield in Storey County, Nevada from the Sutro Tunnel Company (the “Sutro Property”) and Virginia City Ventures (the “VCV Property”).

On August 27, 2015, the Company announced the terms of this agreement were amended on August 27, 2015, and September 28, 2015 (the “Amendments”), with the other members of its Northern Comstock LLC joint venture.

The Amendments resulted in reduced capital contribution obligations of the Company from $31.1 million down to $9.8 million.

The terms of the Amendments provide that the Company will make monthly cash capital contributions of $30,000 and annual capital contributions in the amount of $482,500 payable in stock or cash, at the Company's option, unless the Company has cash or cash equivalents in excess of $10,500,000 on the date of such payments, wherein the Company would then be required to pay in the form of cash, or in certain circumstances, the Company’s common stock.

The terms of the Amendments provide that the Company will make monthly cash capital contributions of $30,000 and annual capital contributions in the amount of $482,500 payable in stock or cash, at the Company's option, unless the Company has cash or cash equivalents in excess of $10.5 million on the date of such payments, whereupon the Company would then be required to pay in the form of cash or, in certain circumstances, shares of the Company’s common stock.

The number of shares to be delivered is calculated by dividing the amount of the capital contribution by the volume-weighted average closing price of the Company’s common stock on its primary trading market for the previous 20 consecutive trading days prior to such capital contribution.

The Operating Agreement also provides for a one-time acceleration of $812,500 of the capital contributions payable when the Company receives net cash proceeds from sources other than operations that exceed $6,250,000.

The agreement also includes an ongoing acceleration of the Company’s capital contribution obligations equal to 3% of the net smelter returns generated by the properties subject to the Northern Comstock LLC joint venture.

The Operating Agreement also provides that if the Company defaults in its obligation to make the scheduled capital contributions, then the remaining capital contribution obligations may be converted into the principal amount of a 6% per annum promissory note payable by the Company on the same schedule as the capital contributions, secured by a mortgage on the properties subject to the Northern Comstock LLC joint venture.

The agreement also includes an ongoing acceleration of the Company’s capital contribution obligations equal to 3% of NSR generated by the properties subject to the Operating Agreement.

The operating agreement requires that these capital contributions commence in October 2015, and end in September 2027, unless prepaid by the Company.

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Winfield and entities affiliated with Mr.

Winfield, pursuant to which the Company is generally prohibited from incurring indebtedness in excess of $5,000,000, subject to certain limited exceptions.

Winfield, pursuant to which the Company is generally prohibited from incurring indebtedness in excess of $5.0 million, subject to certain limited exceptions.

The prohibition set forth in the Stockholders’ Agreement is substantially identical to the negative covenant previously contained in the documents governing the Company’s previously outstanding convertible preferred stock.

The Stockholders' Agreement expires on July 29, 2020.

Sierra Springs Opportunity Zone Fund Inc.

The Stockholders' Agreement expired on July 29, 2020.

Sierra Springs Opportunity Fund Inc.

and Sierra Springs Enterprises Inc.

During 2018, the U.S.

Treasury confirmed that all of Storey County, NV, and significant parts of Silver Springs, NV, had been certified as Qualified Opportunity Zones.

We are actively engaged in plans to enhance our mining and non-mining assets and core competencies in these locations, to maximize the value of our platform, first by selling our non-mining assets.

Sierra Springs Opportunity Fund Inc.

was formed to capitalize on the extraordinary, explosive growth of high-tech industries in northern Nevada and its qualified zones and has already secured the rights to thousands of developable acres of land and more, including an agreement to purchase Comstock’s Silver Springs properties and water rights, all within the immediate proximity of the Tahoe Reno Industrial (TRI) Center and its over 100 businesses, including high-tech companies such as Google, Panasonic, Switch, Tesla, Walmart, Zulily and Blockchains LLC.

Comstock will passively own approximately 9% of the Sierra Springs Opportunity Fund Inc.

Treasury confirmed that all of Storey County, Nevada, and significant parts of Silver Springs, Nevada, had been certified as Qualified Opportunity Zones.

We are actively engaged in plans to enhance our mining and non-

mining assets and core competencies in these locations, to maximize the value of our platform, first by selling our non-mining assets.

SSOF was formed to capitalize on the extraordinary, explosive growth of high-tech industries in northern Nevada and its qualified zones and has already secured the rights to thousands of developable acres of land and more, including an agreement to purchase Comstock’s Silver Springs Properties, including water rights, all within the immediate proximity of the Tahoe Reno Industrial (TRI) Center and its over 100 businesses, including high-tech companies such as Google, Panasonic, Switch, Tesla, Walmart, Zulily and Blockchains LLC.

It is anticipated that the Company would passively own approximately 9% of SSOF upon issuance of 75.0 million authorized shares to investors.

The Company’s CEO and a diverse team of qualified financial, capital markets, real estate and operational professionals will govern, lead and manage the fund, its investments and operations.

Principal Accountants Fees and Services

Principal Accountant Fees and Services

The Audit and Finance Committee of the Board of Directors is composed of three independent directors and operates under a written charter adopted by the Board of Directors.

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The Audit and Finance Committee’s primary responsibility is to monitor and oversee these processes and to report thereon to the Board of Directors.

In this context, the Audit and Finance Committee has met privately with management and Deloitte & Touche LLP, our independent registered public accounting firm.

Deloitte & Touche LLP has had unrestricted access to the Audit and Finance Committee.

The Audit and Finance Committee has discussed with Deloitte & Touche LLP the matters required to be discussed by Statement on Auditing Standards No.

61, as amended (AICPA, Professional Standards, Vol.

1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T, including the scope of the auditor’s responsibilities and whether there are any significant accounting adjustments or any disagreements with management.

The Audit and Finance Committee also has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit and Finance Committee concerning independence and has discussed with Deloitte & Touche LLP that firm’s independence from the Company.

The Audit and Finance Committee has reviewed and discussed the consolidated financial statements with management and Deloitte & Touche LLP.

Based on this review and these discussions, the representation of management that the consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the report of Deloitte & Touche LLP to the Audit and Finance Committee, the Audit and Finance Committee recommended that the Board of Directors include the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC.

The Audit and Finance Committee also reviews with management and the independent registered public accounting firm the results of that firm’s review of the unaudited financial statements that are included in our quarterly reports on Form 10-Q.

Fees Billed by our Auditors

The Audit and Finance Committee reviews the fees charged by our independent registered public accounting firm.

During the fiscal years ended December 31, 2019 and December 31, 2018 , we were billed the following fees set forth below in connection with services rendered by that firm to us.

Deloitte & Touche LLP

Audit fees represent fees and expenses for professional services rendered by Deloitte & Touche LLP for the audit of our annual financial statements and the reviews of the financial statements included in our quarterly reports on Form 10-Q.

This category also includes fees for audits provided in connection with statutory filings or services that generally only the principal auditor reasonably can provide to a client, registration statement, implementation of new financial and accounting reporting standards, consents, and assistance with and review of documents filed with the SEC.

In this context, the Audit and Finance Committee has met privately with management and Assure CPA, LLC (“Assure CPA”) (formerly known as DeCoria, Maichel & Teague, P.S.), our independent registered public accounting firm.

Assure has had unrestricted access to the Audit and Finance Committee.

The Audit and Finance Committee has discussed with Assure CPA the matters required to be discussed by the Public Company Accounting Oversight Board’s Auditing Standard 1301 Communications with Audit Committees , including the scope of the auditor’s responsibilities and whether there are any significant accounting adjustments or any disagreements with management.

The Audit and Finance Committee also has received the written disclosures and the letter from Assure CPA required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit and Finance Committee concerning independence and has discussed with Assure CPA that firm’s independence from the Company.

The Audit and Finance Committee has reviewed and discussed the consolidated financial statements with management and Assure CPA.

Based on this review and these discussions, the representation of management that the consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the report of Assure CPA to the Audit and Finance Committee, the Audit and Finance Committee recommended that the Board of Directors include the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC.

The Audit and Finance Committee also reviews with management and the independent registered public accounting firm the results of the firm’s review of the unaudited financial statements that are included in our quarterly reports filed with the SEC on Form 10-Q.

Auditors Fees

The Company’s Audit and Finance Committee reviews the fees charged by our independent registered public accounting firm.

The Company’s independent registered public accounting firm for 2019 and until September 23, 2020 was Deloitte & Touche LLP.

Since that date, the Company’s independent registered public accounting firm has been Assure CPA.

For the years ended December 31, 2020 and 2019, the fees set forth below were incurred in connection with services provided by those firms.

2020 2020 2019

Assure CPA, LLC Deloitte & Touche LLP Deloitte & Touche LLP

Audit Fees $18,704 $80,069 $293,000

Audit Related Fees — 139,718 32,877

Audit-related fees include consultation on proposed transactions.

Tax fees include fees and expenses for professional services for original and amended tax returns, studies supporting tax return amounts as may be required by Internal Revenue Service regulations, claims for refunds, assistance with tax audits and other work directly affecting or supporting the payment of taxes.

Other fees include fees and expenses for professional services with non-routine significant transactions and fees related to S-3 consent.

Tax Fees — 11,000 13,551

Other Fees 12,480 31,242 30,195

Total fees $31,184 $262,029 $369,623

Audit fees represent fees and expenses for professional services rendered by the independent registered public accounting firms for the audit of the financial statements included in our annual report on Form 10-K and the reviews of the financial statements included in our quarterly reports on Form 10-Q filed with the SEC.

This category also includes fees for audits provided in connection with statutory filings, or services that generally only the independent registered public accounting firm reasonably can provide to a client, including implementation of new financial and accounting reporting standards and audit consents.

Audit Related Fees .

Audit related fees principally include fees for consultation on proposed transactions.

Tax fees include fees for professional services provided in preparing federal income tax returns and related amendments, researching supporting tax return amounts, claiming for refunds, assisting with tax audits, and other services directly affecting or supporting the computation and payment of income taxes, as may be required by the Internal Revenue Code and related regulations.

Other fees and expenses include fees for professional services not deemed to be audit, audit related or tax fees, including fees related to assistance with review of Forms S-3 and S-8 and related consents, and expenses associated with all fee categories.

Audit and Finance Committee Pre-Approval Policy

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Exhibits and Financial Statement Schedules.

The following documents are filed as part of this Report:

(a) The following documents are filed as part of this Report:

(1) Financial statements filed as part of this Report:

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(2) Exhibits filed as part of this Report:

- Schedule II – Valuation and qualifying accounts

YEARS ENDED December 31, 2019, 2018 AND 2017

Note Description

Balance at End

Year ended December 31, 2019

Tax valuation allowance

Investment valuation allowance

Year ended December 31, 2018

Tax valuation allowance

Year ended December 31, 2017

Tax valuation allowance

Number Exhibit

3.1 Articles of Incorporation (previously filed with Securities and Exchange Commission on February 20, 2018 as exhibit 3.1 to the Company's Form 10-K (file number 001-35200/film number 18622935) and incorporated herein by reference)

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(previously filed with the Securities and Exchange Commission on November 19, 2019 as exhibit 10.2 to the Company's Form 8-K (file number 001-35200/film number 191229016) and incorporated herein by reference)

10.24 Amended and Restated Membership Interest Purchase Agreement, dated March 20, 2020 between Comstock Mining Inc, and Tonogold Resources, Inc.

(previously filed with the Securities and Exchange Commission on March 26, 2020 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 20743365) and incorporated herein by reference)

10.25# Form of Notice of Stock Grant (previously filed with the Securities and Exchange Commission on June 1, 2020 as exhibit 10.2 to the Company's Form 8-K (file number 001-35200/film number 20934857) and incorporated herein by reference)

10.26# Form of Notice of Option Grant (previously filed with the Securities and Exchange Commission on June 1, 2020 as exhibit 10.3 to the Company's Form 8-K (file number 001-35200/film number 20934857) and incorporated herein by reference)

10.27 Form of Promissory Note (previously filed with the Securities and Exchange Commission on August 12, 2020 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 201093936) and incorporated herein by reference)

10.28 Option Agreement, dated September 1, 2020 between Comstock Mining Inc., and Keith Serpa (previously filed with the Securities and Exchange Commission on September 8, 2020 as exhibit 10.2 to the Company's Form 8-K (file number 001-35200/film number 201164288) and incorporated herein by reference)

10.29 Mineral Exploration and Mining Lease Agreement, dated September 1, 2020 between Comstock Northern Exploration, LLC, and Sutro Tunnel Company (previously filed with the Securities and Exchange Commission on September 8, 2020 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 201164288) and incorporated herein by reference)

10.30 Series A Preferred Stock Purchase Agreement, dated February 15, 2021 among Comstock Mining Inc., LINICO Corporation and Aqua Metals, Inc.

(previously filed with the Securities and Exchange Commission on February 18, 2021 as exhibit 10.1 to the Company’s Form 8-K (file number 001-35200/film number 21647588 and incorporated herein by reference)

10.31 Amended and Restated Membership Interest Purchase Agreement, dated September 8, 2020 between Comstock Mining Inc, and Tonogold Resources, Inc.

(previously filed with the Securities and Exchange Commission on September 14, 2020 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 201173522) and incorporated herein by reference)

10.32# Comstock Mining Inc.

2020 Equity Incentive Plan (previously filed with the Securities and Exchange Commission on December 29, 2020 as exhibit 4.1 to the Company's Form S-8 (file number333-251791/film number 201422291) and incorporated herein by reference)

10.33# Form of Restricted Stock Award Agreement (previously filed with the Securities and Exchange Commission on January 4, 2021 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 21501895) and incorporated herein by reference)

10.34# Form of Performance Share Unit Award Agreement (previously filed with the Securities and Exchange Commission on January 5, 2021 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 21503753) and incorporated herein by reference)

10.35 Common Stock Purchase Agreement, dated March 1, 2021 (previously filed with the Securities and Exchange Commission on March 3, 2021 as exhibit 10.1 to the Company’s Form 8-K (file number 001-35200/film number 21705215 and incorporated herein by reference)

10.36 Letter Agreement, dated February 22, 2021 between Comstock Mining Inc.

and Noble Capital Markets, Inc.

(previously filed with the Securities and Exchange Commission on March 3, 2021 as exhibit 10.2 to the Company’s Form 8-K (file number 001-35200/film number 21705215 and incorporated herein by reference)

21* Subsidiaries

23.1* Consent of Assure CPA, LLC

23.2* Consent of Deloitte & Touche LLP

24* Powers of Attorney (included on signature page)

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

31* Certification of Principal Executive Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

32* Certification pursuant to 18 U.S.C.

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* Filed herewith.

# Management contract or compensatory plan.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ CORRADO DE GASPERIS

Executive Chairman and Chief Executive Officer (Principal Executive, Financial, and Accounting Officer)

March 30, 2020

Signature Title Date

/s/ CORRADO DE GASPERIS Executive Chairman and Chief Executive Officer (Principal Executive, Financial, and Accounting Officer) March 10, 2021

Corrado De Gasperis

/s/ WILLIAM NANCE

March 30, 2020

William Nance

/s/ LEO DROZDOFF

March 30, 2020

/s/ WALTER MARTING

March 30, 2020

Walter Marting

/s/ JOHN CLARK GILLAM

March 30, 2020

John Clark Gillam

/s/ WILLIAM J.

NANCE Director March 10, 2021

DROZDOFF Director March 10, 2021

/s/ WALTER A.

Director March 10, 2021

MERRILL Director March 10, 2021

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 9A. Controls and Procedures