Corrado De Gasperis
Analyst
Thank you, Emily, and good morning, everyone. It’s Corrado here, Chairman and CEO of Comstock Mining. Welcome to our 2019 first quarter conference call. This morning we published summary highlights of our quarter. We have plans for filing our 10-Q next week, including our customary quarterly – we’ve been working for now for probably about nine years. I’ll provide a brief summary of the information included in our press release from this morning, including some solid tangible progress on all aspects of our strategic initiatives. I think this part of the call will be very interesting to all of you and I’m sure we’ll get some good Q&A. If you don’t have a copy of today’s release, you’ll find a copy on our website at www.comstockmining.com under news/press releases. Please also let me remind you that in addition to the outlook we may have – we may make forward-looking statements on this call. Any statement relating to matters that are not historical facts may constitute forward-looking statements. The statements are based on current expectations and are subject to the same risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties are detailed in the previous reports filed by the company with the SEC and in this morning’s press release. And all forward-looking statements made during this call are subject to the same and other risks that we can’t identify. Let me just start with the financial highlights. Our net costs are down period-over-period and this is despite some significantly increased amount of strategic activity, primarily administrative associated with these transactions, both the transaction with Tonogold that we’ve been working diligently on throughout the entire quarter, some other strategic ventures and the whole opportunity zone phenomena and the related business opportunities that have come from that. But despite all that work, despite all that additional activity, costs are down period-over-period. This is primarily because the existing agreement with Tono is fully subsidizing us at a rate of about $1.2 million in annual expenditures, primarily for mineral claims and environmental management and related to costs. Both those categories, mine claims and environmental and reclamation have achieved record low net expenditures. And G&A expenses were down almost 10%, about 9% lower when comparing to last quarter. So the trend is our friend. We’re also continuing to paying on our debt. We’ve paid down a full $1.6 million down during the quarter, with almost another $750,000 expected to be paid down this month of May alone. So we’re making great progress on the debt. You’ll also see in the press release and also in the Q obviously when we file it, that our common shares outstanding at March 31 were 80,790,273. That is the same number that we disclosed when we filed the annual report earlier this year. So we’re very pleased with that too. We did file a new perspective supplement and we will always have an effective registration statement on the shelf, if you will, to maintain our efficient access to capital market. Then our liquidity and always be the most – the best most responsible fiduciary for our company in that regard. That’s it financially. I’m going to spend most of my remaining Q1 comments on strategic updates and substantially all of those I think will be either things that have just occurred or that are forward looking. As you know, in January, we executed the definitive agreement with Tonogold. I’m going to spend a little bit of time explaining that just a little because I think there’s some complexity. I want to make sure everybody understands this very well. In January, we announced the definitive agreement for the sale of our Lucerne mine. And just recently effective April 30, we signed an amendment that allows for some enhancements, both ensuring for us that we’re receiving the timely benefits that we agreed to in January and for Tono providing some additional flexibility for extending the closing timeframe. Our philosophy in those discussions were that we did not want to subject the company to any delay benefits or additional costs, but we wanted to give Tono who has just secured a tremendous financing package and is working on the diligence to complete that, the proper and sufficient time to be able to do that. They also announced Tono did that their funding included a signed term sheet for $5 million and the immediate debt financing that from our perspective should actually enable faster closing. Relatively speaking now that that’s been secured, the financing is actually quite remarkable because it also provides them with the options regarding additional $25 million for development working capital and for production startup subject to customary due diligence with SRK who was actually on our mine site today and tomorrow doing and completing the fieldwork for that diligence literally as we speak. Tono had paid us an additional $350,000 upon signing amendment with an additional $450,000 due next week and $200,000 due before the end of the month. So that means to-date meaning through 2019 – to-date 2019, we have received $2.35 million from Tonogold associated with this new transaction to sell Lucerne mine. Again, with the remaining $650,000 due this month, that puts us at $3 million in non-refundable deposits, put towards the closing cash purchase price. And that allows them to have a clear runway until just about the end of June, June 21 to close the deal, which we now think is most likely. Although it could happen sooner, depending on the speed of SRK and Tono completes the rest of their diligence. But they could also pay an additional $1 million that would be a total of $4 million in non-refundable deposits It is being meant to extend it to the end of July and another $1 million, that would be a total of $5 million in non-refundable deposits to extend to the end of August. Based on our understanding, again of their financing, which includes our current lender who is very familiar with our assets. We expect the closing will be sooner versus later, but either way we show the transaction is positioned for success. Regardless of the amendment comes with some enhancements, I would say, for both, in our case, it contemplates of getting $11.5 million upfront versus $10 million upfront, which ensures that we have way more than enough cash to pay off all our debts at the closing. Secondly, rather than taking the $5 million note payable that would have been due in one year, we will now take $3.5 million in stock upfront at a fixed price with a four-month and a 12-month hold, respectively, a half of it. We like Lucerne asset. Of course, we love Lucerne asset and we don’t mind retaining some additional upside in this structure above the 1.5% royalty that we also retained on the Lucerne asset. Critically important though, very important is that the amendment requires Tono now to commence reimbursing the company for 100% of our monthly interest costs and our clear debt, and 100% of the previously agreed upon additional reimbursements for the option to lease American Flat. These two together representing $2 million in annual savings above and beyond $1 million we’re currently being reimbursed begin on June 1, effective June 1, regardless of when Lucerne is closed. So I think that that shows two very important things, Tono is expecting to close this thing sooner rather than later regardless. And that we just didn’t want to defer the benefits from the original deal. So even if we close later, we’re still going to start accruing those benefits to us. So I think it’s a win, win, win all the way around. Please remember overall that the sale of Lucerne is for the immediate total consideration of about $23 million. That is $11.9 million in cash that I just mentioned up front, $3.5 million in stock that I just mentioned upfront, and about $8 million in assumed liabilities. To-date we received $2.35 million of that $11.5 million in non-refundable deposits and we reduced our debenture principal to now as of today $7.6 million. So I’m sorry to be pedantic, but I just want to make sure that everybody really understands these pieces. And so having said that, there’s more pieces. In addition to the $2 million, I’m sorry, the $23 million as a value number, plus $2 million in annual savings, overall $2 million in annual operating savings when you combine both the situation and then $1 million in interest savings, which is just because we eliminate our debt, and the 1.5% royalty, we did also grand Tono an option upon closing Lucerne to lease the American Flat facility. And I think everyone knows those parameters, it’s $1 million a year to lease the facility, plus $1 a ton process. If we get to $15 million in revenue, which we fully expect to do that even with the base case, then it would still be $1 million year per annum, but then $0.50 per ton until an additional $10 million is received and that’s $25 million in revenue. So that $15 million to $25 million of revenue in addition to 1.5% royalty, which using the same cases would be $5 million to $10 million more revenue. So $20 million to $35 million in revenue is the real upside of this transaction. That’s really the situation where Tonogold has tremendous success in Comstock as their partner has tremendous success. And it’s important to remember also that those revenue numbers to us don’t have capital costs or operating costs associated with them. Those revenues are royalties and profits that not only drop right to the bottom line, it’s a little better than that because all of those revenues for us, all those profits for us would not be subject to any federal tax because of our $170-plus million of net operating loss, carry forwards or NOL. So a lot of thought has been put into this transaction. Certainly on Tono side, they get, again, incredible deposit. They get speed because of the permitted platform and the infrastructure. And you get a deposit like this in strange places, even in strange places in Nevada, you’re talking 7 to 10 years lead time. That’s Tono’s huge value equation. It would be – our value equation comes from our corporate and tax structure. And the capital sensitive, it’s not actually capital sensitive, it’s capital positives, in every way. So we really think this is an outstanding construct for our shareholders. I just want to say lastly, and this is according to Tono’s recent public comments. Tono has also stated that they are expanding the scope of Lucerne 43-101 resource estimate report. I guess it’s actually going to be more of a Northern Comstock project. As Comstock projects move forward now because they leased our Northern claims in Storey County. And so those are being expanded into the report. And they’ve also got an agreement to acquire, they got an agreement to acquire additional properties on the Comstock that expand really physically expand Lucerne property position and even some additional claims up to the North of Lucerne. And I know that those properties are in great position to expand the resource. And I’m sure there’ll be looking to do some drilling and development of those claims as well. Interestingly, the acquisition of those claims that they’re reaching agreement on or have reached agreement on has a bunch of Lyon County claims as well that surround our Dayton and Spring Valley properties. And so it’s part of this amendment we worked at a very, very nice arrangement where they’re able to acquire all the robust additions to their storytelling package. And then we get the Lyon County claims at no additional cost. So all this is asset enhancing for our shareholders in every way. Also, probably last point on this win-win is that anytime the way the agreements are in anytime they’re adding to that Storey County or Lucerne package, that automatically get subjected to our 1.5% royalty. So it’s all fantastic. I think that the market’s view of the transaction is permeating. People are starting to understand it better. I hope this conversation helps there. More tone off, we’ve announced that they’ve started accelerating now, even though the resource estimate report is not out yet because of all the good reasons that I just mentioned. They’ve already engaged their consultants Mine Development Associates out of Reno, Nevada to complete, undertake and complete a second 43-101 compliant technical report. That’s really scoped as a preliminary economic assessment, that term is PEA in the industry for Lucerne deposit and they’re looking to have that PEA completed this summer. So the resource estimate is taking a little longer because the scope is bigger and more robust, but the [indiscernible] outstanding. We’re looking to see this whole thing finally come together. Ultimately, the total value to us we understand the initial $23 million, but ultimately it could exceed $60 million if all these plans come well to fruition. Let me move on to our corporate realignment. And it’s tied in small cart that was initiated by the Tono transactions. These people understand that the deposition of the Lucerne mine and the Lucerne properties will come via the acquisition of Comstock Mining LLC. That was the entity that held all of our mining assets. So we’ve realigned our legal structure. So that Comstock Mining LLC as required by the Tono agreement will only hold the Lucerne properties and the related permits. So, that’s a very, very clean, a structure they’re acquiring Comstock Mining LLC for the right intents and purposes, which is to get the Lucerne Mine properties. And then in the first quarter, the board, our board formally passed a resolution that it would be an investment system of all of us the company and our shareholders to implement a strategy that’s really focused on high value, high cash generating precious metal based activities. So this long-term debate on, are you a mining company, are you a real estate company, which I used to always say, yes, is focused and clarified. The focus of course is what you’d expect us to be focused on, metals and mining, exploration, engineering, resource development, economic feasibilities, enhancing valuation, enhancing minerals, ultimately mineral production and metal processing. But very, very importantly, it includes the environmentally friendly conservation based, economically enhancing technologies and processes, that we’ve been working on now for a number of years and are coming to fruition. So, if you take a look at the diagram that I included in the press release. The structure is designed with a very, very precise consideration of what Comstock Mining as a holding company and the net operating loss, hidden asset if you want to think of it that way, that was sitting on. So to the far left, you see Comstock Mining LLC, and the Northern Comstock joint venture, which is the value that Tonogold is acquiring. That’s what, we’re ultimately getting $23 million in cash stock and the assumption of liabilities that just primarily the Northern Comstock, liabilities and some reclamation claims. So that domain upon closing the deal that goes away. The second dotted line that you see to the left here is, Comstock Industrial. And just beneath the DTSS Comstock Industrial is there 98-acre, industrial property in Silver Springs, Nevada and DTSS agreement we have to purchase 160 acres, in Silver Springs, Nevada. So that dotted line goes away when the Silver Springs Capital Partner fund that, the new opportunities own fund that we helped and I help directly coordinate and collaborate with to come to agreement and the purchase from Comstock Mining was 98-acres and the water rights $7.2 million and for the Downtown Silver Springs, and associated plans and approvals. So that commercial development is $2.5 million. So long story short, the 98-acres and the water rights and 160-acres sold to Comstock – I’m sorry, sold to Silver Springs Capital Partners for almost $10 million, we expect those transactions to close, hopefully by July or August. At the latest. which you can imagine the Tonogold transaction alone eliminates our debt, delivers $3 million of annual savings as huge number. Put some cash into the treasury, the Silver Springs transaction should give us at least $10 million, obviously, in cash on hand. What’s left then what do we have left? We still have some Comstock real estate. It’s in a subsidiary called Comstock Real Estate LLC. that reflects the Daney Ranch and that reflects the Gold Hill Hotel. Gold Hill Hotel, which has been profitable to us on a cash basis, sort of the last two years running very stable, outstanding. But more importantly, the realignment then takes the remaining assets and puts them into three separate LLCs. So Comstock Northern Exploration LLC, holds all the Storey County mineral claims that we own or control in addition to the Lucerne Mine which would be sold with Comstock Mining LLC. Those assets we’ve agreed to lease to Tonogold as part of the closing of the sale of those Lucerne mine. We get a royalty associated with all those, but most importantly, they are very excited to start drilling and development. The amount of work that they’ve done and those geological structures and the potential for new resources and new discoveries that will be exciting for all of us, of course, using their capital and we would get the benefit to the royalty. Alternatively, flipping over to the middle circle for one second, Comstock Exploration and Development LLC is the Lyon County mining claims that we own in retaining control that has the day in a consolidated mine, the Spring Valley and it’s a dedicated company with a dedicated mineral claims, with the resource estimate that we’re looking to update this year. We have not started the work on the date and exploration in drilling, although it is very high on our list. Once we get the Tono and the funding that comes into those transactions, we were doing a tremendous amount of internal work towards the new technical report, but ultimately once these other things are out of our system and the funding will commence some drilling on the day in an advancement of the mine claims. We’ve also agreed, in the last Silver City advisory board meeting to start collaborating with the community, as mutual stakeholders on the community plan and we really appreciative of that breaks. The middle box, Comstock processing is the American Flat, infrastructure that the crusher, the Merrill Crowe, the processing times and the properties up there. And that entity is the one that they’re all a 100% owned of course by Comstock Mining Inc. And that entity is the one that will be the direct beneficiary of leasing those assets and processing those tons for Tono or otherwise. The new entity that is not yet formed but has been structured designed in this ready to be formed is an opportunity zones fund called Comstock Capital Partners. So, if you can all appreciate that when the – at our last annual meeting, when I mentioned that Governor Sandoval, approved 61 opportunity zones in Nevada, four of them in Northern Nevada, one of them as you now know Silver Springs, that the other one was Storey County. 100% of Storey County is an opportunity zone fund. And we are facilitating the formation of Comstock Capital Partners, it is an opportunities zone fund, and Comstock Mining will own 9.9% of that fund. It cannot own more than 9.9% of that fund without creating designations to us as investment advisors. We do not want to be investment advisors, but we do want to be a partner in an efficient capital source that can invest in Storey County or any opportunity zone for that matter in mineral and mineral related initiatives. We’re going to miss fair, any more discussion about that. I’m sure I’m going to get some good questions on all of that. But the realignment has really sharp and the way we organize ourselves, the way that we’ve put our assets into the right separate buckets. More than anything to facilitate growth and facilitate transactions. And that growth is intending to be cash generating, revenue generating opportunities. So Comstock processing, which again is the wholly owned sub debt. Has that platform, along the Comstock Mining is pursuing, strategic ventures, meaning we’ve been working with people for years. So there’s nothing, that I’m going to refer to in this last piece of the update. Where we haven’t been working with the counter party for at least a year and in some cases, two, three and five years. So, we’re working directly on technologies for reprocessing leached materials. Most people are familiar with Dr. Whitney in Itronics, and the incredible work he’s done with his KAM-Thio technology for maximizing silver recoveries from previously leached cyanide tailing, cyanide leach pad, materials, waste up material, all of that. We’re looking to formalize adventure, to be using that technology and/or Cycladex technology which is different but with the same type of objectives. Before I go on, let me pause and mention one thing. One of the largest growth markets in mining is the reprocessing of waste. The majors have clearly hit peak gold. The majors are clearly in a depletion mode. I don’t think the market understands how significant that depletion mode is. I think they’ve done a good job. New line acquiring Gold Corp, Barrick and Newmont Nevada merging, a tremendous operational synergies and almost unbelievable level of operational synergies. But we don’t want to confuse those mergers, acquisitions and synergization, if that’s a word, I don’t think it is a word, no synergies. With the fact that, none of those things did anything to increase, the individual companies reserve. It’s like Hecla acquires Klondex, and Hecla announced today that, they’re suspending Klondex has Nevada operations, because when you acquire somebody, it doesn’t make the reserves grow. The only way to make their reserves grow is the, if you’re drilling and development or reprocessing waste. So every time a major processes of virgin kind of war, a new ton of the waste gets generated that have gold and silver in it. This is a market that’s growing massively and it’s a market that governments are starting to demand. Get attended to because they’re not – we look at them as potential assets, but for most intents and purposes, everyone’s sitting on reclamation liability. So this is what we’ve been working on for so long, and now it’s coming to fruition. The second area is water purification. I think people are familiar that we had Hydrus Technology come onsite over a year ago, test and prove that they can take a walk, industrial complex, heavy metal complex, cyanide contaminated, mining cons and reprocess the water to come up with dischargeable water and come up with sludge that, guess what, still have gold and silver in it. And so we’re working with Hydrus now to be a strategic partner for reprocessing, those same materials, getting the gold, getting the silver. Both of those ventures would result in near term revenue for us. Lastly and maybe most nearest term, the board has been very active in reviewing a mercury remediation technology that is remarkable. It’s a plaster mining, type of equipment configuration that has four patent pending technologies, including centrifuges and spirals that remarkably, are able to extract mercury from contaminated soil, separate the high content of gold and silver from those mercury’s, and then separate and properly dispose of those as well. And so we – I can tell you, we’re going to be announcing the first, at lease three ventures in those areas that I just mentioned in the reasonably near future, and each case it could be a joint ventures in each case we would have at least 50% of the venture, or it could be structured where we’re doing all of one activity and the partners doing all of the other activity. And in every case we get gold and silver out of the equation. Let’s call that profit. But let’s all call that metal, and we had great designs for that to all happen. I’m going to stop there only because again, I’m sure we’ll get a lot of questions on these kinds of things. And I’ve gone 30 minutes. But I’m going to say this, the level of maturity and the level of advancement of what I’m talking about is such that our strategic partners are already coordinating to be showcased at our annual meeting this year, because of these things and because of our very sincere focus on getting a Tono transaction up and running and getting and fully supporting Tono to bring the Lucerne Mine back into production. We’ve scheduled the meeting, we haven’t finalized the date that’s going to require final board approval on the record date. But we’re looking at early September for a meeting, with news coming out reasonably soon this month – when they stuck that date. Actually it’ll be at the Gold Hill Hotel again, here on the Comstock. And Emily, let me stop there and turn it over to you for questions.