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Basis of Presentation and Principles of Consolidation

The interim condensed consolidated financial statements include the accounts of Comstock Mining Inc., and its wholly owned subsidiaries prepared in accordance with accounting principles generally accepted in the United States ("GAAP"): Comstock Processing LLC, Comstock Northern Exploration LLC, Comstock Exploration & Development LLC, Comstock Real Estate Inc., Comstock Industrial LLC, and Downtown Silver Springs LLC ("DTSS"), and its 45.43 percent membership interest in Comstock Mining LLC (collectively "Comstock", the "Company", "we", "our" or "us"). Inter-company transactions and balances have been eliminated.

Operating results for the three and six-month period ended June 30, 2020, may not be indicative of the results expected for the full year ending December 31, 2020. For further information, refer to the financial statements and footnotes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

 

Liquidity and Going Concern

 

The condensed consolidated financial statements are prepared on the going concern basis of accounting which assumes the realization of assets and the satisfaction of liabilities in the ordinary course of business. The Company’s current capital resources include cash and cash equivalents and other net working capital resources, planned sales of Tonogold securities, and proceeds from the planned sale of Lucerne mineral properties and non-mining assets, primarily located in Silver Springs, NV.

The Company has recurring net losses from operations and an accumulated deficit of $234.9 million as of June 30, 2020. For the six months ended June 30, 2020, the Company generated net income of $1.0 million and used $0.4 million of cash in operations. As of June 30, 2020, the Company had cash and cash equivalents of $1.0 million. The Company also has a debt obligation of $4.8 million that matures in December 2020, for which it does not currently have the ability to repay. Such condition raises substantial doubt regarding the Company’s ability to continue as a going concern.

The Company intends to finance its operations over the next twelve months through its existing cash, proceeds from the planned sale of its Lucerne mineral properties, non-mining assets in Silver Springs, NV, and Tonogold securities, and the sale of common stock through its existing equity agreements to issue securities. These plans are outside of the control of management,

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and therefore, substantial doubt exists about the Company’s ability to continue as a going concern through 12 months from the issuance date of the condensed consolidated financial statements.

On April 30, 2020, the Company received a Paycheck Protection Program (“PPP”) grant of $0.3 million, as part of the Coronavirus Aid, Relief, and Economic Security Act (“CARES”), and the rules promulgated thereunder. The amounts received were all used for payroll costs and the Company expects all of the proceeds received to be forgiven.

On July 9, 2020, the Company entered into a common stock purchase agreement with Triton Funds L.P., (“Triton”) and filed a prospectus supplement to offer and sell shares of common stock at an aggregate offering price of up to $1.25 million, from time to time, to Triton with aggregate unused capacity of $1.25 million. On July 22, 2020, the Company issued 2,040,483 common shares to Triton for net proceeds of $1.25 million, at a price of $0.61 per common share.

On July 13, 2020, the Company entered into a new equity purchase agreement (the “Leviston Equity Agreement”) with Leviston Resources LLC (“Leviston”) and filed a prospectus supplement to offer and sell shares of common stock at an aggregate offering price of up to $2.5 million, from time to time, to Leviston, and paid 5% fee by issuing 173,611 restricted common shares. From July 13, 2020, through July 31, 2020, the Company raised $0.65 million by issuing 1,029,741 common shares at a price of $0.63 per common share. As of July 31, 2020, the Leviston Equity Agreement has an aggregate unused capacity of $1.9 million.

Use of Estimates

 

In preparing financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenditures during the reported periods. Actual results could differ materially from those estimates. Estimates may include those pertaining to estimated useful lives and valuation of properties, plant, and equipment, assets held for sale, mineral rights, deferred tax assets, derivative assets and liabilities, valuation of Tonogold CPS, reclamation liabilities, stock-based compensation and payments, and contingent liabilities.

Income Taxes

The Company’s income tax expense and deferred tax assets and liabilities reflect management’s best assessment of estimated future taxes to be paid. Significant judgments and estimates are required in determining the consolidated income tax expense.

Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, the Company develops assumptions including the amount of future federal pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and the assumptions are consistent with the plans and estimates that the Company is using to manage the underlying businesses. The Company provides a valuation allowance for deferred tax assets that the Company does not consider more likely (than not) to be realized. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future.

Variable-Interest Entity

During 2018 and 2019, Comstock’s board approved the Company to enter into an investment in certain opportunity zone funds in northern Nevada. During 2019, Comstock invested $0.3 million into a qualified opportunity zone fund named Sierra Springs Opportunity Fund Inc. (“SSOF”) and a qualified opportunity zone business named Sierra Springs Enterprises Inc. (“SSE” solely owned by SSOF.) It is anticipated that the Company could own approximately 9% of SSOF upon issuance of all 75 million authorized shares to investors.

On September 26, 2019, as amended on November 30, 2019, December 26, 2019, and March 31, 2020, the Company entered into agreements with SSE to sell two properties in Silver Springs, NV. The agreements include the sale of 98 acres of industrial land and senior water rights for $6.5 million and 160 acres of commercial land along with its rights in the membership interests in Downtown Silver Springs, LLC for $3.6 million.

During June 2020, the Company advanced SSOF $0.1 million for deposits and payments on land purchases in Silver Springs, NV. The Company advanced an additional $0.3 million on July 1, 2020. The funds will be repaid in addition to the

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approximately $10 million in expected proceeds during the third quarter of 2020, from the sale of the Company’s non-mining assets, located in Silver Springs, NV, to the wholly owned subsidiary of SSOF, called Sierra Springs Enterprises, Inc (“SSE”).

The Company’s chief executive officer is the president and a director of SSOF and an executive of SSE.

In conjunction with its investment in SSOF, the Company evaluated whether consolidation is required according to Accounting Standards Codification ("ASC") 810, Consolidation. As SSOF is a legal entity, does not meet any scope exceptions, the Company has both operational and equity risk related to SSOF, and SSOF currently has insufficient equity at risk, the Company concluded SSOF is a variable interest entity (“VIE”.) However, the Company has concluded it does not meet the power threshold even though the Company’s chief executive officer is an executive of SSOF as no one individual has unilateral control over significant decisions of SSOF and consent is required from other current investors.

Comstock’s $0.3 million investment in SSOF is recorded in the consolidated balance sheets at June 30, 2020, and December 31, 2019, in Investments. The Company’s advance of $0.1 million is recorded in the consolidated balance sheets at June 30, 2020, in Other Current Assets. Comstock’s maximum exposure to loss as a result of its involvement with SSE at June 30, 2020, is limited to the total of its current investment in and advance to SSOF. The investment is held at cost and fair value was not estimated as there were no identified events or changes in circumstances that might have had a significant adverse effect on the fair value of the investment. Management concluded it was impractical to estimate fair value due to the fund being in the early stages.

Comprehensive Income (Loss)

The only component of comprehensive income (loss) for the three and six-month periods ended June 30, 2020, and 2019 was our net income (loss).

Reverse Stock Split

Effective November 28, 2019, the Company completed a 5-for-1 reverse stock split of its authorized and outstanding common stock, as approved by its Board of Directors. All common shares and per share amounts set forth herein give effect to this reverse stock split.

Income (Loss) per Common Share

Basic net income (loss) per common share is computed by dividing net income (loss), by the weighted average number of common shares outstanding. Dilutive income (loss) per share includes any additional dilution from common stock equivalents, such as stock options, warrants, and convertible instruments, if the impact is not antidilutive.

Derivative Instruments

The Financial Accounting Standards Board (“FASB”) provides guidance that requires derivative instruments to be recognized as either assets or liabilities in the balance sheet at fair value. The accounting for changes in the fair value of derivative instruments depends on their intended use and resulting hedge designations. Changes in the fair value of derivative instruments not designated as hedges are recorded in the consolidated statements of operations, generally as a component of other income (expense).

Equity Investments

Investments in which we have the ability to exercise significant influence, but do not control, are accounted for under the equity method of accounting and are included in Investment in Pelen on the Condensed Consolidated Balance Sheet. Under this method of accounting, our share of the net earnings or losses of the investee are closely aligned with the operations of the business segment holding the investment. We evaluate our equity method investments whenever events or changes in circumstance indicate that the carrying amounts of such investments may be impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current period.

Recently Issued Accounting Pronouncements

In January 2020, the FASB issued Accounting Standards Update No. 2020-01 (“ASU 2020-01”), Clarifying the Interactions Between Topic 321, Topic 323 and Topic 815. ASU 2020-01 makes improvements related to accounting for certain equity securities when the equity method of accounting is applied or discontinued, and scope considerations related to forward

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contracts and purchased options on certain securities. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

In October 2018, the FASB issued ASU No. 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities (“ASU 2018-17”), which expands the application of a specific private company alternative related to VIEs and changes the guidance for determining whether a decision-making fee is a variable interest. Under the new guidance, to determine whether decision-making fees represent a variable interest, an entity considers indirect interests held through related parties under common control on a proportionate basis, rather than in their entirety. ASU 2018-17 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted in any interim period. ASU 2018-17 is required to be applied retrospectively from the date the guidance is first applied. The Company has adopted this standard, which has not had a material impact on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which removes, modifies and adds various disclosure requirements related to fair value disclosures. Disclosures related to transfers between fair value hierarchy levels will be removed and further detail around changes in unrealized gains and losses for the period and unobservable inputs used in determining level 3 fair value measurements will be added, among other changes. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted. The Company modified its disclosures beginning in the first quarter of 2020 to conform to this guidance. The adoption of this standard and the associated changes to the disclosures, have not had a material impact on its consolidated financial statements.

COVID-19

The outbreak of the novel strain of coronavirus, specifically identified as “COVID-19,” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, including the implementation of social distancing measures, quarantine periods and travel bans that have caused material disruptions to many businesses and negatively impacted economic activities. Global equity markets have experienced significant volatility. Governments and their central banks have reacted with significant fiscal and monetary interventions designed to mitigate the impacts and stabilize economic conditions. The impact and ultimate duration of the COVID-19 outbreak is currently unknown, as is the efficacy of these governmental and central bank interventions. On August 3, 2020, Nevada's governor unveiled a new long-term mitigation strategy for the State of Nevada to help provide predictability and stability moving forward. The plan was developed recognizing the State of Nevada and the nation are still in response mode to the COVID-19 pandemic and will be for the foreseeable future. The Governor's guidance for the mining industry includes limiting gatherings to no more than 10 people, maintaining social distancing protocols where 10 or less are gathered, limiting travel, and working remotely when possible.

The Company is operating in alignment with these guidelines for protecting the health of our employees, partners, and suppliers, and limiting the spread of COVID-19, that have already resulted in delays of MCU’s plans for commencing mercury recovery testing and Tonogold's plans for exploration drilling during the third quarter of 2020. It is not currently possible to reliably estimate the length and severity of these developments and the impact on the Company's financial condition, and that of its subsidiaries and partners, in future periods.

The Company has committed to a plan to sell certain land, buildings, and water rights ("the Non-mining assets"). In January 2019, the Company also committed to a plan to sell certain mining properties. As of both June 30, 2020, and December 31, 2019, the Company has assets with a net book value of $10.5 million, which met the criteria to be classified as assets held for sale. Those criteria specify that the asset must be available for immediate sale in its present condition (subject only to terms that are usual and customary for sales of such assets), the sale of the asset must be probable, and its transfer expected to qualify for recognition as a completed sale generally within one year. Proceeds from the sale of these assets are required to be used to satisfy obligations due under the terms of the debenture described in Note 9.

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Assets held for sale include:

	June 30, 2020				December 31, 2019
DTSS (Land)	$	3,589,876			$	3,589,876
Industrial Park (Land and water rights)	2,738,462				2,738,462
Daney Ranch (Land and buildings)	2,146,575				2,146,575
Lucerne Mine (Mineral rights and properties) (Note 19)	1,539,197				1,539,197
Lucerne Properties (Reclamation asset, net)	19,590				19,590
Gold Hill Hotel (Land and buildings)	478,366				478,366
Total assets held for sale	$	10,512,066			$	10,512,066

Liabilities held for sale include:

	June 30, 2020				December 31, 2019
Lucerne Properties (Reclamation liabilities)	$	1,019,705			$	1,019,705
Total liabilities held for sale	$	1,019,705			$	1,019,705

Non-mining Assets Held for Sale - Silver Springs, NV

On September 26, 2019, as amended on November 30, 2019, December 26, 2019, March 31, 2020, and June 30, 2020, the Company entered into agreements with SSE to sell two properties in Silver Springs, NV. The agreements include the sale of 98 acres of industrial land and senior water rights for $6.5 million and 160 acres of commercial land along with its rights in the membership interests in Downtown Silver Springs, LLC (“DTSS”) for $3.6 million. The carrying value of the 160 acres of commercial land and DTSS membership rights 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 received $0.4 million in escrowed deposits for the purchase of these assets and expects the sales to close during the third quarter of 2020.

Non-mining Assets Held for Sale - Dayton and Gold Hill, NV

The Company owns a 225 acre residential property (the “Daney Ranch) along Highway 50 in Dayton, NV, listed for sale, in two components, for a total of $3.7 million and a historic, operating hotel (the “Gold Hill Hotel”) including 19 leasable rooms, 4 cottages, a bar and a restaurant listed for sale for $1.5 million.

Prepaid expenses and other current assets consisted of the following:

	June 30, 2020				December 31, 2019
Land and property deposits	$	10,100			$	10,100
Deposit for Mercury Clean Up	1,751,050				1,501,050
Surety bond and insurance	169,043				110,558
Advance to Sierra Springs Opportunity Fund	140,000				—
Permit bond	100,000				—
Investor relations subscription	39,694				—
Other	257,371				199,919
Total prepaid expenses and other current assets	$	2,467,258			$	1,821,627

 

Mineral rights and properties consisted of the following: 

	June 30, 2020				December 31, 2019
Dayton resource area	$	2,932,226			$	2,932,226
Occidental area	1,002,172				1,002,172
Spring Valley area	810,000				810,000
Oest area	260,707				260,707
Northern extension	157,205				157,205
Northern targets	121,170				121,170
Other mineral properties	317,405				317,405
Water rights	90,000				90,000
Total mineral rights and properties	$	5,690,885			$	5,690,885

 

These mineral rights and properties are segmented based on the Company’s identified mineral resource areas and exploration targets.

On February 25, 2020, the Company sold two patented mining claims and five unpatented mining claims (the "Wild Horse" properties) to Hercules Gold USA LLC ("Hercules") for a total purchase price of $100,000 plus a 2% net smelter returns royalty on future mineral production from these properties. Hercules has the option to purchase the royalty for $75,000 per each one percent (1%) per each patented or unpatented claim. There was no book value for the Wild Horse properties, so the entire purchase price was recorded in Other Income.

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On May 5, 2020, the Company renewed the lease with Fred Garrett et al for one patented mining claim located in Storey County, Nevada. The new terms provide for a five-year Exploration Term followed by a fifteen-year Development Term. The lease remains in effect as long as exploration, development, mining, or processing operations are being conducted on a continuous basis, without a lapse of activity for more than 180 days. The lease fee is $250 per month, increasing to $1,000 per month when all permits for placing the property into production have been obtained.

On May 21, 2020, the Company exercised its option with New Daney Company, Inc. ("New Daney") to purchase seven unpatented lode mining claims located in Spring Valley, south of our Dayton resource area. These claims have been leased from New Daney since 2010. The claims are being purchased for a total of $100,000, inclusive of a 3% royalty. The Company paid $10,000 upon signing, and $1,000 on June 4, 2020. Additional payments of $1,000 per month will be made, with a final $85,000 at closing, on or before November 26, 2020. Until closing, these payments are shown on the balance sheet in prepaid expenses and other current assets.

On July 9, 2020, the Company amended the lease with Renegade Mineral Holdings for 26 unpatented mining claims in the area of our Occidental exploration target. Under the terms of the amendment, the Additional Term was lengthened to ten years, and an optional ten-year Second Additional Term was added, which would extend the lease through September 30, 2029. The lease payment will increase to $3,000 per quarter in the Second Additional Term. The work commitment was increased to $250,000 by September 30, 2021 and a cumulative $500,000 by September 30, 2023.

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Properties, plant and equipment consisted of the following:

	June 30, 2020				December 31, 2019
Land and building	$	9,140,805			$	9,140,805
Vehicle and equipment	2,267,916				2,267,916
Processing and laboratory	21,113,177				21,113,177
Furniture and fixtures	549,860				549,860
	33,071,758				33,071,758
Less accumulated depreciation	(25,420,263		)		(25,136,737		)
Total properties, plant and equipment	$	7,651,495			$	7,935,021

During the three and six-month periods ended June 30, 2020, the Company recognized depreciation expense of $0.1 million and $0.3 million, respectively. During the three and six month periods ended June 30, 2019, the Company recognized depreciation expense of $0.7 million and $1.1 million, respectively.

Following is a reconciliation of the aggregate retirement obligation asset associated with our mining reclamation plans: 

	Six Months Ended				Twelve Months Ended
	June 30, 2020				December 31, 2019
Retirement obligation asset — beginning of period	$	115,926			$	203,274
Additional obligations incurred	—				—
Amounts reclassified to assets held for sale	—				(19,590		)
Amortization of retirement obligation asset	(28,981		)		(67,758		)
Retirement obligation asset — end of period	$	86,945			$	115,926

Accrued expenses and other liabilities consisted of the following:

	June 30, 2020				December 31, 2019
Accrued make-whole for Mercury Clean Up LLC (Note 18)	$	—			$	452,740
Accrued interest expense	252,059				264,268
Accrued insurance liabilities	41,288				—
Accrued Northern Comstock Joint Venture	407,083				180,833
Accrued payroll costs	144,450				165,543
Accrued make-whole for Pelen LLC (Note 18)	—				222,602
Accrued Board of Directors fees	90,000				120,000
Accrued vendor liabilities	140,604				309,515
Other accrued expenses	59,479				139,930
Total accrued expenses and other liabilities	$	1,134,963			$	1,855,431

The accrued expense for the Northern Comstock Joint Venture represents the difference in timing of expense recognition and required and actual monthly payments to Northern Comstock LLC.

Deposits consisted of the following:

	June 30, 2020				December 31, 2019
Deposits toward sale of non-mining assets	$	410,100			$	310,100
Prepaid Tonogold expense reimbursements	1,071,732				—
Prepayment of placement proceeds	205,000				—
Paycheck Protection Program grant	67,624				—
Lease income	8,334				8,284
Total deposits	$	1,762,790			$	318,384

 

Long-term debt consisted of the following:

Note Description	June 30, 2020				December 31, 2019
Senior Secured Debenture (GF Comstock 2) - 11% interest, due Dec 2020.	$	4,756,901			$	4,929,277
Note Payable (Caterpillar Financial Services) - 5.75% interest.	541,116				645,891
Total debt	5,298,017				5,575,168
Less: long-term debt discounts and issuance costs	(79,344		)		(163,094		)
Total debt, net of discounts and issuance costs	5,218,673				5,412,074
Less: current maturities	(5,032,252		)		(328,068		)
Long-term debt, net of discounts and issuance costs	$	186,421			$	5,084,006

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Debt Obligations

GF Comstock 2 LP

On January 13, 2017, the Company issued an 11% Senior Secured Debenture (the "Debenture") to GF Comstock 2 LP due January 13, 2021, in an aggregate principal amount of $10,723,000. Interest is payable semi-annually. The Debenture is collateralized by (1) substantially all of the assets of the Company, and (2) a pledge of 100% of the equity of its subsidiaries. The use of proceeds included refinancing substantially all of the Company’s obligations, except the amount due to Caterpillar Finance. The Debenture was issued at a discount of approximately $568,000 and the Company incurred issuance costs of approximately $528,000. The Debenture required an additional "Make Whole" obligation totaling approximately $688,000 if paid any time prior to or at maturity. At June 30, 2020, the remaining balance on the Make Whole obligation was $232,070. The Debenture requires acceleration of payment of accrued interest, principal, and the related Make Whole obligation from all net proceeds received upon the sale of any of the assets of the Company.

Hard Rock Nevada Inc., an employee owned entity, and another related party who is a significant shareholder of the Company, participated in this financing. A director of the Company is a manager and member of the general partner of GF Capital 2 LP.

The Company applied for and received a Paycheck Protection Program grant (“PPP”) in the amount of $261,170. On May 8, 2020, GF Comstock 2 LP executed an amendment acknowledging and waiving any event of default arising from or related to the PPP. The amendment also changes the maturity date of the debenture to December 25, 2020, from January 13, 2021, representing a maturity acceleration of 19 days. All other terms and conditions related to the debenture remain unchanged. Unamortized loan fees and costs associated are amortized over the term of the modified loan term using the interest method.

Caterpillar Equipment Facility

On June 27, 2016, the Company completed an agreement with Caterpillar Financial Services Corporation (“CAT”) relating to certain finance and lease agreements (the “CAT Agreement”). Under the terms of the CAT Agreement, the obligations to CAT bear interest at 5.7% and will be paid off on a monthly payment schedule of $29,570 per month.

On June 29, 2020, Comstock entered into a modification of the CAT agreement allowing for four months of deferred payments with no extension of terms beginning with the May 1, 2020, payment and extending through the August 1, 2020, payment. Interest payable for the four deferred payments is added to principal after which monthly payment amounts are increased to $37,817 per month beginning with the September 1, 2020 payment. The interest rate and maturity date remain unchanged at 5.7% and November 1, 2021, respectively.

Following is a reconciliation of the aggregate reclamation liability associated with our reclamation plan for our mining projects:

	Six Months Ended				Twelve Months  Ended
	June 30, 2020				December 31, 2019
Long-term reclamation liability — beginning of period	$	6,034,208			$	7,441,091
Reduction of obligation	—				(410,018		)
Amount reclassified to liabilities held for sale	—				(1,019,705		)
Accretion of reclamation liability	10,355				22,840
Long-term reclamation liability — end of period	$	6,044,563			$	6,034,208

Reclamation Liability Reduction by NDEP

On April 30, 2019, the Company was notified by the Nevada Division of Environmental Protection ("NDEP") that the Company's successful reclamation of parts of the Lucerne mine area had reduced the Lucerne project reclamation cost estimate with an updated reclamation bond requirement of $6.8 million. Our total reclamation liability also includes cost estimates for our Dayton project and enhanced reclamation obligations in Storey County, NV.

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The Company has an operating lease for a property located adjacent to the Gold Hill Hotel, which is primarily used as a room rental. The lease runs from 2018 until 2028. The monthly rent is $750 with automatic annual increases of $25 per month every November, beginning in 2020. The operating lease is sub-leased to Crown Point Management LLC, the operators of the Gold Hill Hotel, and not separately valued within the Gold Hill Hotel lease.

For the three and six-month periods ended June 30, 2020, the fixed operating lease expense was $2,250 and $4,500 with 8.3 years remaining.

Supplemental information related to the Company's operating lease, for the six months ended June 30, 2020, follows:

Cash paid for amounts included in the measurement of lease liabilities		$	4,500
Right-of-use assets obtained in exchange for operating lease obligations		$	1,978

The Company has the following lease balances recorded in the condensed consolidated balance sheet as follows:

Lease Assets and Liabilities	Classification		June 30, 2020
Operating lease right-of-use asset	Other assets		$	53,353
Operating lease liability - current	Accrued expenses and other liabilities		$	3,310
Operating lease liability - long-term	Other liabilities		51,691
Total operating lease liabilities			$	55,001

Maturities of lease liabilities by fiscal year for the Company's operating leases are as follows:

Remainder of 2020		$	4,550
2021		9,350
2022		9,650
2023		9,950
2024		10,250
Thereafter		42,050
Total operating lease payments		85,800
Less: Imputed interest		30,799
Present value of lease liabilities		$	55,001

 

Royalty Agreements

The Company has minimum royalty obligations with certain of its mineral properties and leases. For most of the mineral properties and leases, the Company is subject to a range of royalty obligations once production commences. These royalties range from 0.5% to 5% of net smelter revenues ("NSR") from minerals produced on the properties, with the majority being under 3%. Some of the factors that will influence the amount of the royalties include ounces extracted and the price of gold.

Regulatory Compliance

The Company’s mining and exploration activities are subject to various laws and regulations for protecting the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company believes its operations are in compliance with applicable laws and regulations in all material respects. The Company has made and expects to continue making expenditures to comply with such laws and regulations, but cannot fully predict such future expenditures.

Comstock Residents Association

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On January 31, 2014, the Comstock Residents Association (the “CRA”) and two of its members filed a civil action in the Third Judicial District Court in Lyon County, Nevada (the “District Court”) against the Lyon County Board of Commissioners (the “Commissioners”) and the Company, asking the District Court to reverse the Commissioners’ decision to grant an application for master plan amendment and zone change submitted and approved by the Commissioners in 2014 (the “Application”).

Prior to the approval of the Application, the master plan designation and zoning precluded mining on certain property of the Company in the area of Silver City, Nevada. In April 2015, the District Court ruled in favor of the Company and the Commissioners. The written Order Denying Petition for Judicial Review was filed and mailed to all parties on June 15, 2015. On July 14, 2015, the CRA and one individual (together “Appellants”) filed a Notice of Appeal of the Court Order, appealing the decision to the Nevada Supreme Court. On December 9, 2015, Appellants filed their Opening Brief in the Nevada Supreme Court, generally repeating the arguments that were made at the District Court. On January 15, 2016, the Company and the Commissioners jointly filed an Answering Brief. Briefing in the Nevada Supreme Court was completed with the Appellants’ filing of a Reply Brief on March 3, 2016. Oral arguments before a three-judge panel took place on September 14, 2016.

On December 2, 2016, the Nevada Supreme Court entered an order affirming all three of the District Court’s decisions associated with 1) the Commissioners’ discretion and authority for changing master plans and zoning, 2) their compliance with Nevada’s Open Meeting Law and 3) their compliance with Nevada statutory provisions. Specifically, the Supreme Court affirmed the District Court’s conclusions that Lyon County did not abuse its discretion and that it acted with substantial evidence in support of their decision, that the County did not violate Nevada’s Open Meeting Law or any other statutes.

The Supreme Court reversed the District Court’s dismissal of CRA’s claim of a due process violation, concluding that this claim should not have been dismissed and that further proceedings are necessary in the District Court on this single claim.  The District Court concluded that the Supreme Court's reversal of CRA's due process claim required that CRA be afforded the opportunity to conduct discovery and allowed CRA the time to conduct discovery on its due process claim. The Company responded to the CRA discovery request on February 20, 2018, and the District Court held a hearing on April 23, 2018. Additional discovery was also allowed by the District Court. On May 14, 2019, the Court held a hearing on CRA’s due process claim and issued its ruling from the bench. The Court concluded that CRA, having been afforded the opportunity to conduct discovery, was unable to meet its burden to establish by a preponderance of the evidence that Lyon County had denied CRA of its due process rights. The Court, therefore, denied CRA's due process claim. On July 11, 2019, the Court issued and filed a formal judgment in favor of Lyon County and Comstock Mining. The Company and Lyon County have filed a motion to recover attorney's fees and costs from the CRA.

On August 14, 2019, the CRA filed a Notice of Appeal, appealing the judgment to the Nevada Supreme Court. CRA filed their Opening Brief on January 24, 2020. The Company’s Answering Brief was filed on March 25, 2020.  The appellate briefing was completed with the filing of CRA’s Reply Brief on May 8, 2020.  To date, the Nevada Supreme Court has taken no action.

OSHA Complaint

On or about February 27, 2020, the Company received notice that three former employees had filed a complaint with the U.S. Department of Labor - Occupational Safety and Health Administration (“OSHA”) regarding alleged wrongful termination of employment in 2019, seeking backpay, frontpay and other compensatory damages, including interest and legal costs. On April 10, 2020, the Company filed its reply to the complaint, and believes that those terminations were appropriate and lawful and intends to vigorously defend the complaint.

From time to time, we are involved in claims, investigations and proceedings that arise in the ordinary course of business. There are no other matters pending that we expect to have a material adverse impact on our business, results of operations, financial condition or cash flows.

Equity Offering Program

In October 2019, the Company entered into a new equity purchase agreement, (the “2019 Sales Agreement”), with Leviston Resources LLC (“Leviston”), to sell up to $1.25 million in shares of the Company’s common stock from time to time at the Company’s option. Pursuant to the 2019 Sales Agreement, the Company agreed to deliver additional shares of common stock with a value of 5% of the aggregate offering price to Leviston as a commitment fee. As of June 30, 2020, the Company has issued shares with an aggregate sales price of $1.0 million under the 2019 Sales Agreement. The Company issued 284,852 shares in commitment fees to Leviston in 2019.

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In February 2019, the Company filed a new shelf registration statement on Form S-3 (the “S-3 Shelf”), for the purchase of up to $50.0 million of the Company’s securities, from time to time. In February 2019, the Company also entered into an equity purchase agreement (the "2019 Equity Agreement") with the Murray Family Office ("Murray FO") for the sale of up to $5.0 million in shares of the Company's common stock from time to time, at the Company’s option, subject to certain restrictions and at a 10% discount to a volume weighted average price.

Effective August 2018, the Company entered into an equity sales agreement with Leviston Resources LLC (the "2018 Sales Agreement") for the sale of up to $2.25 million of the Company's common stock. Through June 30, 2019, the Company had issued 2,327,400 common shares at an average price of $0.74 per share, totaling $1.7 million under the 2018 Sales Agreement. Final proceeds from the 2018 Sales Agreement were received in February 2019, and the 2018 Sales Agreement was terminated.

Following is a reconciliation of the common stock transactions under the 2019 Sales Agreement and the 2018 Sales Agreement for six months ended June 30, 2020, and 2019, respectively:

	Six Months Ended				Six Months Ended
	June 30, 2020				June 30, 2019
Number of shares sold	638,511				2,032,345
Gross cash proceeds	$	242,621			$	1,738,319
Fees	50,070				459,978
Net proceeds	$	192,551			$	1,278,341
Average price per share	$	0.38			$	0.86

Share-Based Compensation

On May 28, 2020, Comstock’s board of directors resolved to grant certain share-based compensation payable to the board of directors, 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 are granted under the previously approved 2011 Equity Compensation Plan. The grant date for both the shares and the options is May 28, 2020.

Board members 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 shares. The fair value of common shares issued to board members is $0.56 per share, based on the closing price of Comstock Mining common shares (NYSE: LODE) on May 28, 2020. Compensation cost totaling $176,400 is recorded as a general and administrative expense in the condensed consolidated statements of operations in the three and six months ended June 30, 2020.

Employees were granted 138,800 options to acquire common shares with an exercise price equal to the closing sales price on the date of the grant, or $0.56 per share, and expiring on the second anniversary date of the grant. Fair value of stock options was calculated using a Black-Scholes model with the following inputs: stock price on the grant date and exercise price - $0.56 per share; expected term - 1 year; annualized risk-free rate - 0.17%; and, annualized volatility - 92.91%. Based on these inputs, the fair-value option price is $0.20 per share. Compensation cost for the options issued totaled $27,849 and is recorded in the statements of operations for the three and six months ended June 30, 2020. No options were exercised at June 30, 2020.

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Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per share reflects the potential dilution that could occur if stock options were exercised.

 

The following is a reconciliation of the numerator and denominator used in the basic and diluted computation of net income (loss) per share: 

	Three Months Ended   June 30,								Six Months Ended   June 30,
	2020				2019				2020				2019
Numerator:
Net income (loss) attributable to Comstock Mining Inc.	$	1,275,986			$	(2,077,744	)		$	1,012,774			$	(3,912,809	)
Denominator:
Basic and diluted weighted average shares outstanding	28,253,242				16,594,983				27,758,899				16,199,927
Incremental shares	11,231				—				5,615				—
Diluted weighted average shares outstanding	28,264,472				16,594,983				27,764,514				16,199,927
Net income (loss) per common share:
Basic EPS	$	0.05			$	(0.13	)		$	0.04			$	(0.24	)
Diluted EPS	$	0.05			$	(0.13	)		$	0.04			$	(0.24	)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents our assets at June 30, 2020, measured at fair value on a recurring basis:

					Fair Value Measurements at
					June 30, 2020
	Total				Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Assets:
Convertible preferred shares of Tonogold (Note 19)	$	7,935,000			$	—			$	—			$	7,935,000
Common shares of Tonogold (Note 19)	2,461,656				2,461,656				—				—
Contingent forward asset	2,646,334				—				—				2,646,334
Total Assets	$	13,042,990			$	2,461,656			$	—			$	10,581,334

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The following table presents our assets and liabilities at December 31, 2019, measured at fair value on a recurring basis:

					Fair Value Measurements at
					December 31, 2019
	Total				Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Assets:
Convertible preferred shares of Tonogold (Note 19)	$	9,080,000			$	—			$	—			$	9,080,000
Total Assets	$	9,080,000			$	—			$	—			$	9,080,000
Liabilities:
Accrued make-whole for Pelen LLC (Note 18)	$	222,602			$	—			$	222,602			$	—
Accrued make-whole for Mercury Clean Up LLC (Note 18)	452,740				—				452,740				—
Total Liabilities	$	675,342			$	—			$	675,342			$	—

The following tables provide reconciliation between the beginning and ending balance of investments measured at fair value on a recurring basis using significant unobservable inputs (Level 3).

	Three Months Ended June 30,								Six Months Ended June 30,
	2020				2019				2020				2019
Beginning balance	$	11,090,243			$	—			$	9,080,000			$	—
Total gains or losses recognized in earnings	591,091				—				1,368,382				—
Additions					4,995,000				1,232,952				4,995,000
Transfers to Level 1	(1,100,000		)		—				(1,100,000		)		—
Ending balance	$	10,581,334			$	4,995,000			$	10,581,334			$	4,995,000

Following is a description of the valuation methodologies used for the Company's financial instruments measured at fair value on a recurring basis as well as the general classification of such instruments pursuant to the valuation hierarchy.

Convertible preferred shares of Tonogold - The value of the Tonogold convertible preferred shares (CPS) is based on a Monte Carlo model with various inputs that include the Tonogold common share price of $0.41, volatility of 98%, risk-free rate of 0.18%, cost of debt of 14.44%, private placement conversion price ceiling of $0.18, redemption probability of 50%, and illiquidity discount of 5% - 15%. The convertible preferred shares are classified within Level 3 of the valuation hierarchy.

The CPS was convertible into Tonogold common stock on May 22, 2020, at the lowest of (1) $0.18 per share, or (2) 85% of Tonogold’s 20-day volume-weighted closing price prior to conversion. Under U.S. GAAP, the Company has the irrevocable option to elect 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 CPS received on May 31, 2019 ($3.92 million), August 30, 2019 ($0.83 million), October 14, 2019 ($0.75 million), December 19, 2019 ($0.50 million), and December 30, 2019 ($0.10 million). The Company recorded the receipt of the CPS at a fair value of $7.6 million when received and recorded an additional $0.3 million in other income and $0.1 million in other expense, for the changes in fair market value, for the three months and six months ended June 30, 2020, respectively.

Common shares of Tonogold - On May 22, 2020, the Company converted $1.1 million of CPS (that is, 1,100 Tonogold preferred shares) into 6,111,111 Tonogold common shares. The fair value of the common shares (OTC: TNGL) is based on the $0.41 closing stock price on June 30, 2020.

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Contingent forward - On March 20, 2020, Tonogold issued a senior secured convertible note with a principal amount of $5.475 million to the Company reflecting Tonogold’s intent to purchase additional membership interest in Comstock Mining LLC in the future at a specified price (the “Contingent Forward”.) The Contingent Forward includes the following features: 1) conversion feature allowing Comstock, at the Company’s sole option, to elect payment in Tonogold common shares upon certain events; 2) change of control redemption right allowing Comstock, to redeem the note in cash at a 125 percent premium; 3) event of default redemption right allowing Comstock the right to redeem the note in cash at a 118 percent premium; and 4) a payment modification included in the Contingent Forward. The value of the Contingent Forward is based on a Monte Carlo model with various inputs. These inputs include the Tonogold common share price of $0.41, volatility of 94.0%, risk-free rate of 0.16%, cost of debt of 14.44%, required conversion premium of 30.0%, probability of prepayment of 5%, probability of change in control of 5% and probability of default of 29%. Subsequent to the issuance of the Company's condensed consolidated financial statements for the period ended March 31, 2020, the Company determined the initial fair value of the Contingent Forward was $1.2 million rather than zero, and should have been recorded with a corresponding increase to additional paid in capital, as the transaction is deemed to be between related parties given the common ownership in CML. Additionally, the Company determined there was a $1.1 million change in fair value of the Contingent Forward for the period ended March 31, 2020 that should have been recorded. As a result, the accompanying condensed consolidated statement of changes in equity for the period ended March 31, 2020 has been corrected from amounts previously reported for this matter. The Company recorded an additional $0.4 million in other income for changes in the fair market value for the three months ended June 30, 2020.

Accrued make-whole for Pelen - The accrued make-whole is valued based on the difference between the valuation of the outstanding shares held by the seller of the membership interests at the volume-weighted price per share for five consecutive trading days preceding the date of determination of  $0.47 at December 31, 2019, as compared to the remaining aggregate proceeds due. Because the inputs are observable market-based inputs, this instrument is classified within Level 2 of the valuation hierarchy. In April 2020, the Company purchased the membership interest in Pelen LLC, settling all amounts due.

Accrued make-whole for MCU - During the second quarter of 2020, MCU sold 900,000 Comstock shares for net proceeds of $465,127, reducing the remaining make-whole liability to $384,873 as of May 26, 2020. On May 15, 2020, the Company issued an additional 625,000 shares to MCU. The accrued make-whole is zero at June 30, 2020 because the value of Comstock shares held by MCU at the Company's closing stock price of $0.95 exceeds the remaining liability. The inputs are observable and market-based, so the instrument is classified within Level 2 of the valuation hierarchy.

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Our management organizes the Company into two operating segments: mining and real estate. Our mining segment consists of all activities and expenditures associated with exploration, mineral development and mining. Our real estate segment consists of land, real estate rental properties and the Gold Hill Hotel. We evaluate the performance of our operating segments based on operating income (loss). All intercompany transactions have been eliminated. Financial information relating to our reportable operating segments and reconciliation to the consolidated totals follows:    

	Three Months Ended   June 30,								Six Months Ended   June 30,
	2020				2019				2020				2019
Revenue
Mining	$	—			$	—			$	—			$	—
Real estate	48,375				44,184				96,800				81,782
Total revenue	48,375				44,184				96,800				81,782
Costs and Expenses
Mining	(1,243,992		)		(1,485,274		)		(2,500,702		)		(3,081,304		)
Real estate	(15,320		)		(12,288		)		(28,916		)		(22,711		)
Total costs and expenses	(1,259,312		)		(1,497,562		)		(2,529,618		)		(3,104,015		)
Operating Income (Loss)
Mining	(1,243,992		)		(1,485,274		)		(2,500,702		)		(3,081,304		)
Real estate	33,055				31,896				67,884				59,071
Total loss from operations	(1,210,937		)		(1,453,378		)		(2,432,818		)		(3,022,233		)
Change in estimated fair value of contingent forward	351,091				—				1,413,382				—
Interest expense	(91,656		)		(181,907		)		(142,244		)		(643,045		)
Other income (expense) (Note 17)	2,227,488				(442,459		)		2,174,454				(247,531		)
Net income (loss)	$	1,275,986			$	(2,077,744	)		$	1,012,774			$	(3,912,809	)
Capital Expenditures
Mining	$	11,000			$	—			$	11,000			$	—
Real estate	—				720,000				—				1,085,000
Total capital expenditures	$	11,000			$	720,000			$	11,000			$	1,085,000
Depreciation, Amortization, and Depletion
Mining	$	110,268			$	584,475			$	303,751			$	1,168,931
Real estate	5,960				2,465				11,919				4,930
Total depreciation, amortization, and depletion	$	116,228			$	586,940			$	315,670			$	1,173,861

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	As of June 30,				As of December 31,
	2020				2019
Assets
Mining	$	34,902,878			$	30,106,865
Real estate	9,498,170				9,463,027
Total assets	$	44,401,048			$	39,569,892

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Other income (expense) net consisted of the following:

	Three Months Ended   June 30,								Six Months Ended   June 30,
	2020				2019				2020				2019
Change in estimated fair value of contingent forward	$	351,091			$	—			$	1,413,382			$	—
Interest expense	(91,656		)		(181,907		)		(142,244		)		(643,045		)
Interest income	179,558				13,239				186,026				62,275
Mining lease income	10,000				—				20,000				—
Unrealized gain on Tonogold shares	1,620,929				—				1,335,929				—
Realized gain on sale of Tonogold shares	23,740				—				23,740				—
Preferred shares issuance cost	—				(432,000		)		—				(432,000		)
Make whole obligations	198,487				(34,946		)		162,711				100,216
Recognition of PPP proceeds	193,546				—				193,546				—
Gain on sale of assets and mining claims	—				6,250				100,000				6,250
Reimbursement from Tonogold	—				—				150,000				—
All other	1,228				4,998				2,502				15,728
Total other income (expense)	2,227,488				(442,459		)		2,174,454				(247,531		)
Total other income (expense), net	$	2,486,923			$	(624,366	)		$	3,445,592			$	(890,576	)

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

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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.

There are three agreements between the Company and Tonogold: the Membership Purchase Agreement, the Mineral Exploration and Mining Lease, and a Lease Option Agreement for the Company's American Flat processing facility.

Membership Interest Purchase Agreement

On January 24, 2019, the Company entered into an agreement, as amended and restated on March 20, 2020, to sell its interests in Comstock Mining LLC (“CML”), its wholly-owned subsidiary whose sole net assets are the Lucerne properties and related permits, to Tonogold (the “Membership Purchase Agreement”), with the initial closing occurring on November 18, 2019.

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At the initial closing, Tonogold received 50% of the membership interests of CML, in exchange for the cash and CPS considerations paid to date. The Company retains all management control and authority over CML until Tonogold has made all remaining payments in full. Accordingly, Tonogold’s membership interest in CML is accounted for as a noncontrolling interest in the consolidated balance sheets. The Company has recorded the fair value received from Tonogold in excess of the non-controlling interest as additional paid in capital.

For the six months ended June 30, 2020, the Company received an additional $0.6 million in cash payments, bringing the total cash consideration received to date to $6.525 million and the total stock consideration received to date to $6.1 million, in the form of Tonogold Convertible Preferred Stock ("CPS"). The CPS became convertible into Tonogold common shares on May 22, 2020. The conversion price for the CPS will be the lower of (1) 85% of the 20-day volume weighted closing price or (2) 0.18. Tonogold can redeem the CPS at any time prior to conversion, at a redemption price 120% of the face value of the CPS. On May 22, 2020, the Company exchanged $1.1 million of CPS for 6,111,111 common shares (at $0.18 per common share). The Company made its first sale of Tonogold common stock on June 19, 2020, and had sold 107,071 shares for net proceeds of $43,013 by June 30, 2020.

Tonogold guaranteed the Company’s remaining financial responsibility for its membership interest in Northern Comstock LLC, which owns and leases certain mineral properties in the Lucerne area, and assumed certain reclamation liabilities, both totaling approximately $7.0 million. The Company also retains a 1.5% Net Smelter Returns ("NSR") royalty on the Lucerne properties.

On March 20, 2020 the Company and Tonogold restated the Membership Purchase Agreement to secure the remaining cash consideration with a 12% secured convertible note with an initial principal balance of $5.475 million (the "Note"). The Note is initially secured by the membership interests held by Tonogold, and will be secured by all of CML's assets after the Company's debenture has been paid in full and the related liens released. Interest on the Note is payable on the first business day of each month, with a $1.0 million payment of principal due on or before October 15, 2020, and the remaining principal due at maturity on September 20, 2021. The Note is convertible into common shares of Tonogold, at the Company's sole option, at a conversion price equal to the lower of (1) 85% of the twenty (20) consecutive trading day volume weighted average price of Tonogold common stock or (2) an applicable price stepping from an initial $0.18 to $0.40 at the maturity date.

On June 23, 2020, Tonogold made a payment of $0.5 million, originally due on or before October 15, 2020, toward the principal of the Note, increasing their membership interest ownership to 54.57%. Membership interest will be delivered proportionately to additional cash payments toward principal that are received. In a letter agreement dated June 30, 2020, the Company agreed to reduce the amount of the principal payment due on October 15, 2020, by $0.1 million. Interest will not accrue with respect to the $0.1 million principal reduction from June 30, 2020. Tonogold also agreed to pay up to an additional $0.3 million toward the reimbursement of additional expenses associated with certain mining properties.

The remaining of $4.875 million of required cash consideration, after an incentivizing discount of $0.1 million for an early payment of $0.5 million in June 2020, is secured by a 12% Note (the "Note"), with interest payable monthly. In evaluating the accounting for the Note, the Company determined that although the Note represents legal form debt, it should be evaluated and accounted for based on the substance of the arrangement rather than its legal form. The Company concluded that the Note represents a contingent forward for the Company’s right to sell its membership interests in CML to Tonogold at a future date in exchange for consideration, cash or common stock of Tonogold if certain options are elected (the “Contingent Forward”). The Company accounts for the Contingent Forward at fair value because the Contingent Forward does not meet the requirements in ASC 815-40 to be accounted for in equity. The Company recorded the initial fair value of the Contingent Forward in additional paid in capital since Tonogold, as a related party, owns 50% of the membership interests of CML as a capital contribution.

As a result, the Company has corrected the accounting for the initial fair value of the contingent forward of $1.2 million by recording the asset with a corresponding increase to Additional paid-in capital. All subsequent changes in the fair value of the contingent forward are recorded as a gain or loss in the statement of operations. The Company subsequently recorded the change in fair value for the period ended March 31, 2020 of $1.1 million in Change in estimated fair value of contingent forward asset, which had not been included in the previously issued financial statements as of and for the period ended March 31, 2020. Such corrections are reflected in the accompanying Condensed Consolidated Statement of Changes in Equity. The contingent forward has an aggregate fair asset value of $2.6 million at June 30, 2020. The Company recorded changes in the estimated fair value of the contingent forward of $0.4 million and $1.4 million for the three and six months ended June 30, 2020, respectively.

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

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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.

Tonogold will pay a quarterly lease fee of $10 thousand. 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 Exploration 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 3.0% of 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.

On December 23, 2019, the Company and Tonogold restated the Exploration Lease. The restated Exploration Lease provides that Tonogold’s exploration spending, permitting, and engineering commitments are a minimum of $1 million per year, for a cumulative total of $20 million over 20 years. Tonogold also committed to specific milestones for issuing technical reports on their results, culminating in a published Feasibility report by the 20^th anniversary of the Exploration Lease.

The initial term of the Exploration Lease (the "Exploration Term") is 5 years, with Tonogold committing to spending at least $5 million for exploration, at the rate of $1 million per year, and to producing an NI 43-101 compliant technical report by the end of the 5^th year. The Exploration Lease will automatically renew for a second, 10-year term (the "Development Term") as long as the commitments have been met. During the Development Term, Tonogold is committed to $10 million of additional expenditures for exploration, development, and technical reporting, at the rate of $1 million per year, and to producing an economically viable mine plan and an NI 43-101 compliant Pre-Feasibility report before the agreement's 15^th anniversary.

The Exploration Lease will automatically renew for a third, 5-year term (“the Planning Term”) provided that the prior spending and reporting commitments have been met. During the Planning Term, Tonogold is committed to $5 million in additional expenditures for exploration, development, permitting, and technical reporting, at the rate of $1 million per year. By the 20^th anniversary of the agreement, Tonogold also commits to producing an economically viable mine plan, and an NI 43-101 compliant Feasibility report, and will produce a mutually agreed-upon schedule for placing the properties into production.

If the spending and other commitments have been met during the Planning Term, the Exploration Lease will automatically continue in effect as long as development and permitting activities continue in compliance with a mutually agreed-upon schedule, or for so long as minerals are produced from the properties or from adjacent properties (the “Extended Term”).

Lease Option Agreement for the American Flat Processing Facility

On November 18, 2019, the Company entered into a lease-option to lease its permitted American Flat property, plant and equipment to Tonogold for crushing, leaching and processing material from the Lucerne mine (the "Lease Option Agreement"). Under the 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. The Lease Option Agreement remains in effect, but has not yet been exercised.

Other

For the six-month period ended June 30, 2020, the Company received advance expense reimbursements from Tonogold totaling $2.3 million, and invoiced actual expense reimbursements totaling $1.2 million. The remaining $1.1 million is recorded as a Deposit in the liability section of the Balance Sheet.

Equity Issuances

On July 9, 2020, the Company entered into a common stock purchase agreement with Triton Funds L.P., (the “Triton”) and filed a prospectus supplement to offer and sell shares of common stock at an aggregate offering price of up to $1.25 million, from time to time, to Triton with aggregate unused capacity of $1.25 million. On July 22, 2020, the Company issued 2,040,483 common shares to Triton for net proceeds of $1.25 million, at a price of $0.61 per share.

On July 13, 2020, the Company entered into a new equity purchase agreement (the “Leviston Equity Agreement”) with Leviston Resources LLC (“Leviston”) and filed a prospectus supplement to offer and sell shares of common stock at an aggregate offering price of up to $2.5 million, from time to time, to Leviston, and paid 5% fee by issuing 173,611 restricted

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common shares. From July 13, 2020, through July 31, 2020, the Company raised $0.65 million by issuing 1,029,741 common shares at a price of $0.63 per common share. As of July 31, 2020, the Leviston Equity Agreement has an aggregate unused capacity of $1.9 million.

Repayment of Senior Secured Debenture and Refinancing

On August 6, 2020, Comstock Mining Inc. (the “Company”), agreed to enter into three promissory notes (the “Promissory Notes”) in order to refinance existing indebtedness on more favorable terms. The Promissory Notes are unsecured and have an aggregate principal amount of $4,475,000 (net of an original discount of $255,000), a per annum interest rate of 12% and a maturity date of September 20, 2021. Interest is payable monthly on the Promissory Notes. Principal is payable in full on the maturity date and contains covenants that prohibit the Company from incurring debt that matures prior to the maturity date or that is senior in right of their payment and require the Company to prepay the Promissory Notes with at least 80% of the net cash proceeds received by the Company with respect to the sale of the Company’s non-mining assets in Silver Springs, NV. The Company is permitted to defer payment of up to 34% of the principal payment due on the maturity date of the Promissory Note for an additional two years (i.e., until September 20, 2023), in exchange for two year warrants to purchase the Company’s common stock based on a 10% discount to the 20-day VWAP of the Company’s common stock on the maturity date of the Promissory Note.

The net proceeds of the Promissory Note will be used to fully repay the Company’s existing 11% Senior Secured Debenture due December 25, 2020 (the “Debenture”) and for general corporate purposes. Upon repayment of the Debenture all collateral previously securing the Debenture shall be released.

In addition, the Company received an accelerated $400,000 amortization payment from Tonogold, originally due in October 2020. Tonogold still owes the Company $4,475,000, which payment remains secured by all assets of Comstock Mining LLC, the entity that owns the Lucerne mine, until paid in full. The Tonogold obligation to us matures on the same day as the Promissory Notes discussed above.

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