- Completed Strategic Joint Venture Option Agreement to immediately accelerate Lucerne's assessment, drilling, engineering and development, while dramatically reducing annual costs.
- Received the 2017 Nevada Excellence in Mine Reclamation Award for most excellent mine reclamation.
- Reduced spending in every major category, achieving record low operating expenses.
- Projected lower operating spend rate of less than $3.6 million per annum, before the estimated annual cost benefits from the Joint Venture Option Agreement of an additional $1.25 million.
- Reduced long-term debt by over $1 Million from the sale of various, small non-mining properties.
- Completed federally funded column testing of Dayton mineralized materials, through Cycladex Inc., a strategic investee, for, faster, cheaper, safer leaching solutions, yielding 82-85% gold.
- Established a strategic collaboration with and funded by Itronics Inc. (ITRO), to assess reclamation cost reductions, increased leach-pad extraction potential, and the metallurgy of our mineralized materials.
- Acquired 30 unpatented lode claims with 472 contiguous acres, increasing our lands to over 9,284 acres.
- Celebrated the Nevada Department of Transportation's USA Parkway Grand Opening Celebration, directly benefiting Comstock's Certified Industrial Site and water rights located on the US 50 highway corridor.
- Reduced our senior secured debenture to $9.9 million, with ongoing plans to sell non-mining assets valued at approximately $14 million targeted to eliminate the remainder of our debt.
- Announced an agreement to sell 80% of the Daney Ranch to Daney Enterprises Inc., for $3.52 million cash, subject to certain closing conditions, valuing the property above plan, at $4.4 million.
- Cash and cash equivalents at September 30, 2017, were $2.3 million.
Selected Financial Highlights - Nine Months Ended September 30, 2017
- Operating expenses reached a record low of $3.8 million, excluding depreciation and amortization, for the nine months ended September 30, 2017, a 51% reduction as compared to the 2016 period of $7.8 million.
- General and administrative expenses achieved a record low of $2.2 million for the nine months ended September 30, 2017, a 20% reduction as compared to the 2016 period of $2.7 million, driven by lower payroll and administrative expenses, in line with targeted cost reductions.
- Real Estate operating costs achieved a record low for the nine months ended September 30, 2017, a 66% reduction compared to the 2016 period, with both positive cash flows and profits for this segment.
- Mine claims costs reached a record low of $0.7 million for the nine months ended September 30, 2017, a 20% reduction compared to the 2016 period, despite growing our land position.
- Environmental and reclamation expenses achieved a record low of $0.7 million for the nine months ended September 30, 2017, a 35% reduction as compared to the 2016 period of $1.0 million, despite higher costs associated with unusual precipitation and related water management activities.
- Exploration and mine development expenses were $0.8 million for the nine months ended September 30, 2017, as compared to the 2016 period of $4.0 million, primarily from the completion of the Lucerne underground drift developments in early 2016.
- Net loss was $8.2 million, or a loss of $0.04 per share for the nine months ended September 30, 2017, as compared to a net loss of $9.1 million, or a loss of $0.05 per share, for the comparable 2016 period.
- Net cash used in operations was $5.1 million for the nine months ended September 30, 2017, primarily for operating expenses, interest expenses and the reduction of accounts payable.
- Net cash provided by financing activities, was $6.4 million, primarily from debt and equity issuances.
- Total debt at September 30, 2017, was $10.3 million, with all but $0.6 million being long-term debt.
Strategic Joint Venture Option AgreementLucerne Mine Project - Accelerated Development During 2016, the Company focused on exploration and development of certain properties within the Lucerne resource area (the "Lucerne Property"), primarily underground core drilling, underground drift (tunnel) development, and underground sampling into the Quartz Porphyry (PQ) and Succor geological targets. Future drill programs were being developed with a phased approach to extend the PQ mineralization and scope the Succor and Woodville targets but the Company suspended those plans due to the higher than expected complexity of the underground development effort and the uncertainty about the total capital required for delivering a commercially viable mine plan. Ultimately, the Company decided to assess, evaluate and pursue partners willing and able to commit the additional mining expertise and capital resources required to explore and develop a commercially viable Lucerne-based mine plan. On October 3, 2017, the Company entered into an Option Agreement (the "Option Agreement") with Tonogold Resources, Inc. ("Tonogold"). Under the terms of the Option Agreement, Tonogold will have the right to participate in certain activities, including but not limited to, engineering, development, drilling and test-work, towards completing a technical and economic feasibility assessment on certain properties within the Lucerne Property and if all obligations and prerequisites are satisfied and subject to compliance with the Option Agreement, Comstock and Tonogold may effect a joint venture for the future development and mining of mineral resources on the Lucerne Property. Under the terms of the Option Agreement, Tonogold can earn a 51% interest in the Company's presently wholly-owned subsidiary, Comstock Mining LLC, which owns the Lucerne Property, by making capital expenditures on the Lucerne Property of $20 million no later than 42 months following signing of the Option Agreement and direct cash payments of $2.2 million to the Company within six months of such signing. The initial cash payment of $0.2 million was paid by Tonogold to the Company at the time that the Option Agreement went into effect. If Tonogold elects to proceed with the project, Tonogold would have to make another payment of $2 million within the six-month period following the date that the Option Agreement was signed.
If Tonogold does not elect to extend the option beyond the initial six months, it will be required to make a further payment to the Company equal to $1 million less Tonogold's actual expenditures on the Lucerne Property during such initial six-month period. In addition, Tonogold is granted the option to purchase 51% of certain equipment and property located at the Company's American Flat property for a purchase price of $25 million.Tonogold announced that it was fully funded through the first phase of the Agreement. The Option Agreement calls for a Technical Committee composed of three Tonogold participants and two Comstock participants to oversee all of the engineering, development, drilling and test-work activities, and others, towards completing a technical and economic feasibility assessment. The Technical Committee is scheduled to review the first phase of the drilling program during the first full week of November 2017. Mr. DeGasperis continued: "We have been impressed by the commitment, diligence and frankly, passion, exhibited by Mark Ashley and the Tonogold team. We believe the success of Lucerne depends on this type of technical diligence, development and competencies that Mark and his team have demonstrated over the past year-plus. We have the right partner with the right capital support to maximize the value of Lucerne." Long-term Debt Reduction The Company has reduced long-term debt by more than $1 Million with proceeds from the sale of 54 acre-feet of water rights, and the sale of various, smaller non-mining properties in Gold Hill and Silver City, Nevada and its recently announced joint venture with Tonogold. The Company's Senior Secured Debenture has now been reduced to $9.9 million. The Company still has plans to sell non-mining assets valued at approximately $14 million targeted to eliminate the remainder of its debt. Dayton Resource Area During the third quarter, the Company completed a study of lands open to mineral entry near the Company's southern Dayton Resource and Spring Valley exploration target. Thirty lode claims were located, perfected and filed with Lyon County and the Bureau of Land Management. The recently staked lode claims were positioned to control lands hosting favorable geology and provide an additional contiguous corridor to our northern land holdings located west of State Route 341. The block of new claims adds 472 net acres to the Company's already significant land position in the historic Comstock District. Exploration efforts will now be expanded and include the new, adjacent claims. (See Figure 1)
A photo accompanying this release is available at http://www.globenewswire.com/NewsRoom/AttachmentNg/8c45200f-f355-46bb-b59f-e9e999296f6bDaney Canyon Ranch The Company has an agreement to sell 80% of the Daney Ranch to Daney Enterprises Inc., for $3.52 million cash, subject to certain closing conditions, including financing, that values the property above plan, at $4.4 million. The Daney Canyon Ranch is a 225-acre ranch located in Dayton, Nevada. It features more than 8000 square feet of living space between the Spanish style main home, 2 guest homes and a ranchers cabin. The Company expects the sale to close by the end of the first quarter, 2018, reporting period. Outlook Our goal is to deliver up to $500 million of accretive share value (over $2 per share) by 2020, by acquiring, joint venturing, exploring and developing resources and reserves capable of sustaining production of more than 100,000 gold-equivalent ounces per annum. Our past efforts, especially during the past 18 months, have positioned us for this success. These production targets include both the Lucerne and Dayton Mine plans, with both surface and underground development opportunities. Total operating expenses (excluding depreciation, amortization, and depletion expense) for the last quarter of 2017 are expected to be less than $1.0 million, with a sustainable, annual run rate of $3.6 million. The Tonogold agreement, if the second phase is exercised, has the potential for reducing these annual operating expenses (excluding depreciation, amortization, and depletion expense) of $3.6 million, in 2018, by an additional $1.25 million. Interest expense is expected to be approximately $1.3 million for 2018. The Company expects to continue operating with approximately 10 employees, including expert land, permitting, geology, engineering and metallurgical professionals. The Company plans to sell non-mining related lands, buildings and water rights, for expected net cash proceeds of approximately $14 million, including the Daney Ranch, during the next twelve months. These proceeds will first be used to eliminate debt obligations due under the Debenture and then to fund certain exploration activities in the Dayton Resource area, all while strengthening the financial position of the Company.
The Company has also commenced and plans on continuing metallurgical testing on Dayton mineralized materials, using both cyanide and non-cyanide alternative solutions to experiment on achieving the highest, most cost efficient processing for the Dayton feasibility assessment. The Company will also commence Reverse Circulation (RC) drilling at the Dayton mine sufficient to finalize the parameters of a mine plan and commence the permitting for the Dayton mine. Infill drilling is expected to significantly expand the reserve potential for the Dayton mine plans. The Company has developed grade shells with higher average grades and believes the Dayton to have economically feasible potential and plans on developing those mine plans toward full feasibility during late 2017 and early 2018, with production plans following those efforts within the next two years.The Company will report the results of the Lucerne exploration and development programs, in conjunction with Tonogold, and independently for Dayton exploration and development programs, as they become available. Corporate The Company enhanced its liquidity with a long-term, strategic refinancing during the first quarter and more efficient access to equity capital during the second and third quarters. The longer-term debt and additional equity allows the Company to participate in the dramatic economic boom currently surging throughout northern Nevada and provide an effective bridge prior to any land sales or completed ventures. Cash and cash equivalents at September 30, 2017, were $2.3 million. 1-for-5 Reverse Stock Split and Adjustment of Authorized Shares The Company and the New York Stock Exchange (NYSE) have approved and will effect a reverse split of its common stock, $0.000666 par value ("Common Stock"), at a ratio of 1-for-5 (the "Reverse Split"), effective November 9, 2017. The Common Stock will begin trading on a split-adjusted basis when the market opens on November 10, 2017. The Reverse Split will result 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. The total number of outstanding common shares will be reduced from approximately 226 million to approximately 45 million shares. The Company's authorized number of shares of Common Stock of the Company will also be proportionately decreased from 3,950,000,000 to 790,000,000 shares. No fractional shares will be issued as a result of the Reverse Split as any fractional shares resulting from the Reverse Split will be rounded up to the nearest whole share.
The Board of Directors of the Company approved the action in accordance with Nevada law (NRS Section 78.207). The NYSE approved the 1-for-5 reverse stock split on October 27, 2017. No additional Company or stockholder approval is required because both the number of authorized shares of Common Stock and the number of outstanding shares of Common Stock are proportionally reduced as a result of the Reverse Split, and the Reverse Split does not adversely affect any other class of stock of the Company and the Company will not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Split. The NYSE and the Company's transfer agent, Corporate Stock Transfer, will provide instructions to stockholders regarding the process for exchanging certificated shares. The Common Stock will continue to trade on the NYSE American under the trading symbol "LODE" but will trade under the new CUSIP number 205750201.Mr. De Gasperis concluded, "The split satisfies the NYSE American minimum share price requirement. We consider this a mechanical change that does not impact our strategy, business plans, liquidity, operations or the intrinsic value of the shares. Our focus is on growing that value with an outstanding investor and share base." Conference Call The Company will host a conference call today, October 31, 2017, at 8:00 a.m. Pacific Time/11:00 a.m. Eastern Time. The live call will include a moderated Q&A, after the prepared comments by the Company. The dial-in telephone numbers for the live audio are as follows: Toll Free: (1-877-876-9173; participant passcode: 186632) Direct: (1-785-424-1670; participant passcode: 186632) The audio will be available, usually within 24 hours of the call, on the Company website: http://www.comstockmining.com/investors/investor-library About Comstock Mining Inc. Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the Comstock District and is an emerging leader in sustainable, responsible mining. 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 its first phase of production. The Company continues evaluating and acquiring properties inside and outside the district expanding its footprint and exploring all of 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 mineralized and potentially mineralized properties, exploring, developing and validating qualified resources and reserves (proven and probable) that enable the commercial development of our operations through extended, long-lived mine plans that are economically feasible and socially responsible.
Forward-Looking StatementsThis press release and any related calls or discussions may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Comstock. Forward-looking statements are statements that are not historical facts. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements include statements about matters such as: future prices and sales of, and demand for, our products; future industry market conditions; future changes in our exploration activities, production capacity and operations; future exploration, production, operating and overhead costs; operational and management restructuring activities (including implementation of methodologies and changes in the board of directors); future employment and contributions of personnel; tax and interest rates; capital expenditures and their impact on us; nature and timing and accounting for restructuring charges, gains or losses on debt extinguishment, derivative liabilities and the impact thereof; productivity, production slowdowns, suspension or termination, business process, rationalization and other operational initiatives; investments, acquisitions, joint ventures, strategic alliances, business combinations, asset sales; consulting, operational, tax, financial and capital projects and initiatives; contingencies; environmental compliance and changes in the regulatory environment; reverse splits, forward splits, dividends, offerings, sales and other actions regarding debt or equity securities; maintaining stock exchange listing requirements; redemption or pay down of the debenture; and future working capital, costs, revenues, business opportunities, debt levels, cash flows, margins, earnings and growth. The words "believe," "expect," "anticipate," "estimate," "project," "plan," "should," "intend," "may," "will," "would," "potential" and similar expressions identify forward-looking statements, but are not the exclusive means of doing so. These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical and current trends, current conditions, possible future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations or warranties and are subject to risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements. Some of those risks and uncertainties include the risk factors discussed in Item 1A, "Risk Factors" of our annual report on Form 10-K. Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. We undertake no obligation to publicly update or revise any forward-looking statement.
Neither this press release nor any related calls or discussions constitutes an offer to sell or the solicitation of an offer to buy the Debenture or any other securities of the Company.
|Contact information for Comstock Mining Inc.:|
|PO Box 1118 Virginia City, NV 89440|
|Corrado De Gasperis||Zach Spencer|
|President & CEO||External Relations|
|Tel (775) 847-4755||Tel (775) 847-5272 ext. 151|
|COMSTOCK MINING INC. AND SUBSIDIARIES|
|CONDENSED CONSOLIDATED BALANCE SHEETS|
|September 30, 2017||December 31, 2016|
|Cash and cash equivalents||$||2,296,078||$||184,359|
|Assets held for sale, Net (Note 3)||5,444,228||5,894,220|
|Prepaid expenses and other current assets (Note 2)||372,638||1,885,792|
|Total current assets||8,112,944||7,964,371|
|MINERAL RIGHTS AND PROPERTIES, Net||7,205,081||7,205,081|
|PROPERTIES, PLANT AND EQUIPMENT, Net (Note 3)||13,618,346||15,148,567|
|RECLAMATION BOND DEPOSIT||2,622,544||2,622,544|
|RETIREMENT OBLIGATION ASSET (Note 4)||366,341||617,126|
|LIABILITIES AND STOCKHOLDERS' EQUITY|
|Accrued expenses (Note 5)||710,615||1,135,934|
|Long-term debt- current portion (Note 6)||287,417||483,669|
|Total current liabilities||1,300,763||2,424,154|
|Long-term debt (Note 6)||10,277,826||8,986,626|
|Long-term reclamation liability (Note 4)||7,401,596||7,353,346|
|Total long-term liabilities||18,295,172||17,002,288|
|COMMITMENTS AND CONTINGENCIES (Note 9)|
|Common stock, $.000666 par value, 3,950,000,000 shares authorized, 224,063,435 and 185,363,676 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively||149,227||123,453|
|Additional paid-in capital||232,697,588||226,321,375|
|Total stockholders' equity||12,614,663||14,416,589|
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY||$||32,210,598||$||33,843,031|
|COMSTOCK MINING INC. AND SUBSIDIARIES|
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS|
|Three Months Ended September 30,||Nine Months Ended September 30,|
|Revenue - mining||$||—||$||1,106,196||$||—||$||4,544,951|
|Revenue - real estate||26,960||28,599||73,624||101,641|
|COST AND EXPENSES|
|Costs applicable to mining revenue||846,443||829,558||2,663,188||3,507,795|
|Real estate operating costs||19,396||31,367||59,342||176,120|
|Exploration and mine development||240,020||589,351||782,124||4,027,859|
|Mine claims and costs||235,535||358,886||744,528||929,196|
|Environmental and reclamation||152,075||296,493||669,390||1,026,427|
|General and administrative||571,931||696,586||2,189,828||2,744,626|
|Total cost and expenses||2,065,400||2,802,241||7,108,400||12,412,023|
|LOSS FROM OPERATIONS||(2,038,440||)||(1,667,446||)||(7,034,776||)||(7,765,431||)|
|OTHER INCOME (EXPENSE)|
|Other income (expense), net||(15,961||)||(360,543||)||128,409||(730,642||)|
|Total other expense, net||(458,571||)||(525,755||)||(1,169,137||)||(1,333,949||)|
|LOSS BEFORE INCOME TAXES||(2,497,011||)||(2,193,201||)||(8,203,913||)||(9,099,380||)|
|Net loss per common share - basic||$||(0.01||)||$||(0.01||)||$||(0.04||)||$||(0.05||)|
|Net loss per common share - diluted||$||(0.01||)||$||(0.01||)||$||(0.04||)||$||(0.05||)|
|Weighted average common shares outstanding — basic||217,990,163||182,134,873||193,902,517||174,173,436|
|Weighted average common shares outstanding — diluted||217,990,163||182,134,873||196,902,517||174,173,436|
|COMSTOCK MINING INC. AND SUBSIDIARIES|
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS|
|Nine Months Ended September 30,|
|Adjustments to reconcile net loss to net cash used in operating activities:|
|Depreciation, amortization and depletion||3,263,948||4,643,513|
|Stock payments and stock-based compensation||—||18,900|
|Accretion of reclamation liability||48,250||139,334|
|Gain on sale of properties, plant, and equipment||(137,229||)||(357,037||)|
|Amortization of debt discounts and issuance costs||317,559||182,471|
|Payment of interest expense and sales tax with common stock||—||299,379|
|Loss on payment of debt obligation with common stock||—||150,166|
|Net loss on early retirement of long-term debt||126,997||—|
|Changes in operating assets and liabilities:|
|Stockpiles and mineralized material on leach pads||—||981,937|
|Prepaid expenses and other current assets||(1,551||)||(271,687||)|
|Accrued expenses and other liabilities||10,614||(238,144||)|
|NET CASH USED IN OPERATING ACTIVITIES||(5,058,437||)||(3,235,194||)|
|Proceeds from sale of properties, plant and equipment||911,597||3,277,011|
|Purchase of mineral rights and properties, plant and equipment||(126,639||)||(150,325||)|
|Decrease in reclamation bond deposit||—||20,260|
|NET CASH PROVIDED BY INVESTING ACTIVITIES||784,958||3,146,946|
|Principal payments on long-term debt and capital lease obligations||(8,639,335||)||(5,648,610||)|
|Proceeds from long-term debt obligations (net of issuance costs)||9,379,446||925,000|
|Proceeds from the issuance of common stock||5,861,203||4,180,944|
|Common stock issuance costs||(216,116||)||(585,703||)|
|NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES||6,385,198||(1,128,369||)|
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS||2,111,719||(1,216,617||)|
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD||184,359||1,663,170|
|CASH AND CASH EQUIVALENTS, END OF PERIOD||$||2,296,078||$||446,553|
|SUPPLEMENTAL CASH FLOW INFORMATION:|
|Cash paid for interest||$||776,846||$||321,405|
|Supplemental disclosure of non-cash investing and financing activities:|
|Payment for purchase of property, plant and equipment with prepaid deposits||$||1,158,785||$||—|
|Issuance of debt to purchase of property, plant and equipment||$||247,494||$||3,200,000|
|Settlement of long-term debt obligations with prepaid deposits||$||231,000||$||—|
|Issuance of common stock for settlement of long-term debt obligations||$||124,920||$||4,140,029|
|Property transferred in satisfaction of accounts payable||$||—||$||1,100,000|
|Issuance of common stock to purchase properties, plant and equipment||$||274,400||$||—|
|Issuance of common stock for mineral lease||$||482,500||$||—|