Sale, Option and Lease Agreements with Tonogold Resources Inc. ("Tonogold")

There are two current agreements between Comstock and Tonogold: the Membership Interest Purchase Agreement and the Mineral Exploration and Mining Lease. A Lease Option Agreement for the Company's American Flat processing facility becomes effective once the Membership Interest Purchase Agreement is closed. The 2017 Option Agreement was terminated.

Membership Interest Purchase Agreement

On January 24, 2019, the Company entered into an agreement, as amended on April 30, 2019, May 22, 2019, June 21, 2019, August 15, 2019, September 20, 2019, and October 14, 2019, to sell its interests in Comstock Mining LLC, a wholly-owned subsidiary of Comstock (“CML”), whose sole asset is the Lucerne properties and related permits to Tonogold (the “Tonogold Agreement”), with a closing date no later than November 10, 2019. The latest restated amendment requires a purchase price of $16.5 million, Tonogold will also guarantee the Company’s remaining financial responsibility for its membership interest in Northern Comstock LLC, which owns and leases certain mineral properties in the Lucerne area, and also assume certain reclamation liabilities, both total approximately $7.0 million. The Company also retains a 1.5% net smelter return royalty on the Lucerne properties.

For the nine months ended September 30, 2019, the Company has received $3.925 million in non-refundable cash deposits relating to the Tonogold Agreement and $4.75 million in CPS payments, recorded on September 30, 2019 at a fair value of $5.65 million, for total payment value, recorded at a fair value, of $9.575 million. The Company also recorded the following Deferred Liabilities associated with these cash and stock payments until the transaction closes. The Company has also recorded a deferred liability for the mineral lease payments received in advance but not yet earned.

Tonogold Deferred Liabilities:



	September 30, 2019		December 31, 2018
Cash payments (non-refundable)	$	3,925,000	$0
Convertible Preferred Stock payments at fair value (non-refundable)	5,650,000		—
Mark to market adjustment for Convertible Preferred Stock	332,263		—
Mineral Lease payment (in advance)	8,333		—
Total Deferred Liabilities	$	9,915,596	$0

Upon closing, the Company expects to recognize a gain representing the difference between the consideration received and the net book value of CML.

The CPS is all convertible into Tonogold common stock in May 2020, at the lowest of Tonogold’s (1) 20-day volume-weighted closing price prior to conversion, (2) most recent private placement or (3) public offering price. Under U.S. GAAP, the Company has the irrevocable option to report certain financial assets and liabilities at fair value on an instrument by instrument basis, with changes in fair value reported in net earnings. This option was elected for the treatment of the $4.75 million of CPS received on May 31, 2019 ($3.92 million), and August 30, 2019 ($0.83 million). For the three months ended September 30, 2019, the Company recorded a $0.3 million expense in net earnings for the change in fair market value.

Tonogold is required to pay $3.625 million in cash by November 10, 2019, for 50.3% of the membership interest in CML. The remaining $3.95 million of the cash purchase price will be secured by a loan with payments of at least $650 thousand each month from January through June 2020. With each payment, the Company will transfer a proportional share of the membership interests. The final 23.33% of the membership interests, based on the CPS, will be delivered when the loan has been paid in full or when the Company is eligible to sell the CPS for cash without restriction, whichever occurs first.

On October 14, 2019, the Company and Tonogold amended the Tonogold Agreement to extend the closing date to October 31, 2019, upon payment of an additional non-refundable cash deposit of $0.3 million by October 18, 2019, and an extension fee of $0.25 million in CPS, which has been paid. Tonogold may elect to further extend the closing date to November 10, 2019, by paying an additional non-refundable cash deposit of $1.0 million on or before October 31, 2019, and an extension fee of $0.5 million in CPS.

Mineral Exploration and Mining Lease for Storey County Properties

Effective September 16, 2019, the Company entered into a ten-year, renewable mineral lease with Tonogold for certain mineral properties owned or controlled by the Company in Storey County, Nevada (the "Exploration Lease"). The Exploration Lease grants Tonogold the right to use these properties for mineral exploration and development, and ultimately the production, removal and sale of minerals and certain other materials.

The initial term of the Exploration Lease (the "Exploration Term") is 10 years with a provision for Tonogold to automatically renew for a second 10-year term (the "Development Term" provided that Tonogold spends at least $5 million for exploration and related activities during the Exploration Term. The Exploration Lease allows for automatic renewal for a third term (the "Production Term") that extends through the published production schedule and mine plans, provided that Tonogold spends another $5 million on exploration and engineering and delivers an economic feasibility study during the Development Term. The Production Term continues unless and until a period of 180 days elapses without exploration, development, mining or processing operations.

Tonogold will pay a quarterly lease fee of $10 thousand, in advance. The lease fee will escalate 10% each year on the anniversary date of the Exploration Lease. Tonogold will also reimburse the Company for all costs associated with owning the properties. The lease also provides for royalty payments after mining operations commence. For the first year following the commencement of mining, royalties will be paid at the rate of 3% of net smelter returns ("NSR") for the properties. The rate will be reduced to 1.5% of NSR thereafter. The Company accounts for the Exploration Lease as an operating lease.

Lease Option Agreement for the American Flat Processing Facility

The Company also agreed that commencing upon the closing of the sale of CML, it will enter into a new lease-option agreement to lease its permitted American Flat mining property, plant and equipment to Tonogold for crushing, leaching and processing material from the Lucerne mine (the "Lease Option Agreement"). Under this Lease Option Agreement, Tonogold will be required to reimburse the Company approximately $1.1 million in expenses per year to maintain the option. If such option is exercised, Tonogold will then pay the Company a rental fee of $1.0 million per year plus $1 per processed ton, in addition to all the costs of operating and maintaining the facility, up to and until the first $15.0 million in rental fees are paid, and then stepping down to $1.0 million per year and $0.50 per processed ton for the next $10.0 million paid to the Company.

Option Agreement

During 2017 and 2018, the Company received a total of $2.2 million in cash payments relating to an option agreement (the “Option Agreement”) with Tonogold. This agreement, signed in October 2017, was terminated effective September 20, 2019, and the associated option payments of $2.2 million were recorded as other income in the three months ended September 30, 2019.

Other

For the three and nine month periods ended September 30, 2019 the Company has received reimbursements from Tonogold totaling $0.9 million and $1.3 million respectively. In October, the Company collected all of the $0.5 million accrued and receivable at September 30, 2019.