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Acquisition Agreements
6 Months Ended
Jun. 30, 2020
Business Combinations [Abstract]  
Acquisition Agreements Acquisition Agreements

Mercury Clean Up LLC

On June 21, 2019, as amended July 3, 2019, the Company entered into a Mercury Remediation Pilot, Investment and Joint Venture Agreement (the “MCU Agreement”) with Mercury Clean Up LLC (“MCU”). Pursuant to the MCU Agreement, the Company committed $2.0 million of capital contributions payable in cash of $1.15 million and stock of $0.85 million, in exchange for 15% of the fully-diluted equity ownership of MCU and the first right to participate in 50% of the equity of any future joint ventures formed with MCU (the “Joint Ventures”).

On July 18, 2019, the Company issued 900,000 shares of restricted common stock to fund $751,050 of the MCU acquisition, that were subsequently liquidated for approximately $0.5 million. On May 15, 2020, the Company issued MCU an additional 625,000 of restricted common stock to fund the difference between proceeds received and the required $0.85 million. The Company has also paid MCU a total of $0.90 million in cash as of June 30, 2020. The contract requires additional payments totaling $0.25 million during the third quarter of 2020 and expects to close the MCU transactions in the third quarter of 2020.

The Company and MCU are evaluating numerous Comstock locations containing historical, mercury-contaminated tailings, and developing a detailed schedule for the pilot testing. MCU will receive the mercury remediation and recovery system at the Company’s American Flat facility during the third quarter of 2020. The goal of the pilot is to process approximately two to twenty-five tons of tailings and sediment per hour, and thoroughly test and confirm the technical and commercial viability of the system and its processes.

Based on successful proof of economic viability, the Company has the rights to coordinate an additional $3.0 million in financing for the Joint Ventures, and MCU would then contribute the 25-ton-per-hour system, based on an agreed upon capital plan (equipment and working capital uses) and a time-specific project schedule, including the timing of the capital needs. Such financing entitles the Company to acquire an additional 10% of the fully-diluted equity interests of MCU.

The Company entered into a second amendment of the MCU Agreement, on April 10, 2020, wherein MCU and Comstock have identified an opportunity to remediate mercury in the Philippines, particularly in the province of Davao d' Oro (the “Philippine Opportunity”); where Comstock and MCU intend to form a new entity to engage profitably in the Philippine Opportunity. The
Company made a cash investment of $0.1 million and committed a total of $2 million equity investment in MCU and a joint venture with MCU, and up to an additional $1 million in secured loans. The Company investments, when completed, will result in the full 25% interest in MCU and direct 50% joint venture participations in both the Philippine and Comstock Lode mercury remediation project opportunities.

Pelen, LLC

In January 2018, the Company issued 295,082 shares of restricted common stock as initial payment to acquire 25% of the total membership interests of Pelen, LLC ("Pelen"). Pelen is the 100% owner of the historic Sutro Tunnel Company that owns the Town of Sutro, the historic 6-mile Sutro Tunnel, the federal land grants and mining rights spanning 1,000 feet on each side of the 6-mile span, the rights to the tunnel’s water and the patented mining claims and private lands on Gold Hill.

In November 2018, the Company issued 351,637 shares of restricted common stock as additional shares based on the shortfall on the aggregate proceeds for the initial shares. In December 2018, the agreement was amended to have a "Cut-Off" date of December 31, 2019, for closing the transaction and any unsold shares will be returned to the Company, with the Company required to make up any shortfall in cash.

On April 24, 2020, the Company completed the acquisition of 25% of the total membership interests of Pelen, which is accounted for as an equity method investment. The total purchase price was $0.6 million, paid in stock and cash.

Downtown Silver Springs, LLC

The Company entered into an agreement to purchase 100% of the membership interests of Downtown Silver Springs, LLC ("DTSS") on May 30, 2018, as amended. DTSS held a contract to purchase approximately 160 acres of centrally located land in Silver Springs, Nevada. DTSS has no other assets, operations or employees.

On December 9, 2019, the Company purchased the membership interest in DTSS, including 160 acres of centrally located land in Silver Springs, Nevada, and related approvals for a commercial downtown development. The DTSS acquisition was accounted for as an asset acquisition as DTSS did not meet the definition of a business. The Company paid total consideration of $4.1 million, consisting of (1) $3.1 million cash payments toward the purchase price of the land parcel, (2) $0.5 million in interest and closing costs and, (3) $0.5 million cash payments to the former holders of DTSS, for the entity and related development approvals.

On September 26, 2019, DTSS entered into an agreement to sell the land parcel to Sierra Springs Enterprises, Inc. (“SSE”), as amended on November 30, 2019, December 26, 2019, January 29, 2020, March 31, 2020, and June 30, 2020, for $3.6 million. Accordingly, the land is classified as an asset held for sale on the consolidated balance sheets at June 30, 2020 and December 31, 2019, and the carrying value of the land was adjusted to the contract value of $3.6 million less estimated costs to sell, resulting in an impairment of $0.5 million, charged to other expense in the consolidated statements of operations as of December 31, 2019.

As of June 30, 2020, the Company has received deposits in cash and escrow from SSE totaling $0.4 million towards the purchase of the 160 acres of commercial lands and membership interests in DTSS, along with the 98 acres of industrial land and senior water rights in Silver Springs. The transactions are expected to close during the third quarter of 2020.