Comstock Signs Agreement to Sell Mining Assets to Mackay for Over $45M
Comstock announced that it has executed a Securities Purchase Agreement to sell 100% of its mineral, mining, processing and related mining district real estate entities to Mackay Precious Metals, a wholly owned subsidiary of Mackay Gold & Silver Corp., for an aggregate transaction value of over $45M, consisting of over $30M in cash and stock payments, a retained 1.5% NSR royalty, the assumption of all reclamation obligations and liabilities, and an additional contingent future payment of $10M. Mackay will acquire 100% of four Comstock subsidiaries: Comstock Mining LLC, Comstock Processing LLC, Comstock Exploration and Development LLC, and Comstock Real Estate Inc., including all patented and unpatented mining claims, town lots, processing facilities, operating permits and water rights. Upon closing, the company will have received $20M in cash, plus 2 million shares of Mackay Gold & Silver valued at over $3.5M at recent prices. A secured, second-tranche cash payment of $7M is due within 18 months. Mackay may elect to satisfy up to $2M of the second-tranche payment through the issuance of additional Mackay Gold & Silver Corp. shares, subject to the pricing thresholds and conditions set forth in the SPA. All reclamation obligations and liabilities will be assumed by the sold entities and all associated reclamation and surety bond deposits and collateral will also be assigned and remain with the sold entities. Comstock expects the divestiture to reduce ongoing costs associated with maintaining these mining assets, permits, environmental compliance obligations and related activities, resulting in over $1.5M in annualized savings. The company will also retain a 1.5% NSR royalty from sales of silver, gold, and all other valuable minerals and products extracted from these properties, subject to the terms of the Royalty Agreement. Mackay has the option to repurchase the royalty at any time for $3.5M in cash. Comstock will further share in the success of Mackay's exploration and development activities through a contingent payment of $10M if, within seven years following closing, (i) Mackay makes a decision to proceed with the construction of a mine on any of the properties, or (ii) Mackay is sold, merged, or otherwise participates in a change-of-control transaction with aggregate consideration of at least $500M. If the contingent payment does not occur, the value of the NSR buy-out doubles to $7M.