Thugmuffin
2 years ago
$TNGL Tonogold Announces Receipt of Conversion Commitments for the Majority of Its Outstanding Convertible Loan NotesPress Release | 06/07/2022
LA JOLLA, CA / ACCESSWIRE / June 7, 2022 / TONOGOLD RESOURCES, INC. (OTC PINK:TNGL) ("Tonogold" or "the Company"), a Company holding rights to acquire a substantial portion of the mineralized land within the Comstock Mining District, is pleased to announce it has received commitments for conversion to equity of more than 63 percent in aggregate principal of its outstanding convertible loan notes (CLNs).
William Hunter, Interim CEO said: "These commitments for conversion from Tonogold's investors go a long way toward eliminating our debt load, which we expect to give us easier access to the capital needed to expand our drilling and exploration program over the next 12 months. We consider this to be a critical component to advancing our gold assets going forward."
Tonogold has obtained commitments from more than 63 percent of its existing CLN holders regarding the conversion of these notes, which are currently in default, into common stock of the Company. To incentivize conversion, the Company provided certain enhancements to holders who chose to convert. For the series CLN4 notes, principal and interest will be converted into common shares at a price of $0.13 per share (reduced from the original conversion price of $0.18 per share), and for series CLN3 series notes, principal and interest will be converted into common shares at a price of $0.07 per share (reduced from the original conversion price of $0.10 per share). Existing warrants that were issued to holders of both the CLN3 and CLN4 notes, which expired on December 31, 2021, will be extended for 12 months from the date of conversion. All converting note holders will receive 18% interest on the principal amount of their note from January 1, 2022 to the date of conversion. The obligation of these holders to convert their CLNs is subject to the following conditions: (i) the holder's receipt of a written disclosure document from the Company, which shall include audited financial statements for the year ended December 31, 2020; and (ii) the Company receiving either cash proceeds from issuances of common stock or convertible notes, or written commitments from investors to purchase common stock, which in aggregate will result in the Company's receipt of at least $8 million in gross proceeds following the issuance of such common stock and/or convertible securities and after giving effect to all issuances of common stock covered by such written commitments, assuming all conditions to such commitments have been met.
Any further increases in the percentage of conversion commitments will be announced in the future as they become material.
Forward-Looking Statements:
This press release and any related calls or discussions may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Tonogold. Forward-looking statements are statements that are not historical facts. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements include statements about matters such as: capital raising activities and negotiations; market conditions; future changes in exploration activities, production capacity, and operations; future exploration, production, operating, and overhead costs; production of feasibility studies, technical reports, or other findings related to estimated mineralization; operational and management restructuring activities; capital expenditures (by Tonogold or other parties) and their impact; investments, acquisitions, joint ventures, strategic alliances, business combinations, asset sales; consulting, operational, tax, financial and capital projects, and initiatives; contingencies; environmental compliance and changes in the regulatory environment; offerings, sales, equity dilution, and other actions regarding debt or equity securities; including a redemption of the debenture, and future working capital, costs, revenues, business opportunities, debt levels, cash flows, margins, earnings, and growth. The words "believe," "expect," "anticipate," "estimate," "project," "plan," "should," "intend," "may," "will," "would," "potential," and similar expressions identify forward-looking statements, but are not the exclusive means of doing so. These statements are based on assumptions and assessments made by Tonogold management in light of their experience and their perception of historical and current trends, current conditions, possible future developments, and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations, or warranties, and are subject to risks and uncertainties that could cause actual results, developments, and business decisions to differ materially from those contemplated by such forward-looking statements. Occurrence of such events or circumstances could have a material adverse effect on the business, financial condition, results of operations, cash flows, or the market price of Tonogold's securities. All subsequent written and oral forward-looking statements by or attributable to Tonogold or persons acting on their behalf are expressly qualified in their entirety by these factors. Tonogold does not undertake any obligation to publicly update or revise any forward-looking statement. Neither this press release nor any related calls or discussions constitutes an offer to sell or the solicitation of an offer to buy any other securities or Tonogold.
Contact Information for Tonogold:
William Hunter
Interim CEO
T: +858-456-1273
bhunter@tonogold.com
SOURCE: Tonogold Resources, Inc.
View source version on accesswire.com:
https://www.accesswire.com/704123/Tonogold-Announces-Receipt-of-Conversion-Commitments-for-the-Majority-of-Its-Outstanding-Convertible-Loan-Notes
Thugmuffin
2 years ago
$TNGL Tonogold Announces New Board Members And Management ChangesPress Release | 04/13/2022
LA JOLLA, CA / ACCESSWIRE / April 13, 2022 / TONOGOLD RESOURCES, INC. (OTC:TNGL) ("Tonogold" or "the Company"), a company holding rights to acquire a substantial portion of the Comstock Mining District, is pleased to announce changes to its board and management team that will be effective immediately.
William Hunter has joined the board of directors as Chairman and will serve as Interim CEO while the Company completes a search for a permanent CEO. In addition, Ryan Welker has joined the board as an independent director. Mr. Hunter and Mr. Welker each bring a wealth of experience in the natural resources sector to the Company.
Brian Metzenheim, Tonogold's Interim CEO since April 2021, commented: "We welcome Bill and Ryan to the Company. Adding them to Tonogold constitutes the first step in a refresh of the Company's Board and Management. Their knowledge and experience will be crucial in leading the development of our valuable assets."
With Mr. Hunter assuming the role of Interim CEO, Mr. Metzenheim will step down from that position to the role of VP of Exploration, allowing him to focus on advancing exploration of the Comstock District.
Additional board candidates are under consideration and will be announced as their appointments are finalized. As part of the refresh of the Company's board, Travis Miller and Gustavo Mazon Escalante have agreed to step down from their positions as Company directors upon the appointment of two additional directors, anticipated to take place during the next one to two months. Bob Kopple will remain on the board to assist with the transition of the Company's board and management team.
Mr. William Hunter
During his 30-year career Mr. Hunter has been involved in more than $20 billion worth of transactions in the natural resources, transportation, and industrial sectors. He has extensive experience in capital markets and has been involved in directing and financing resource companies, most recently as President and Chief Financial Officer of Advent Technologies Holdings, Inc. and Chief Executive Officer of AMCI Acquisition Corp. Mr. Hunter also previously served as Chief Financial Officer of AMCI Group, and as an independent director of American Battery Technology Company. Since 2015, he has been Managing Partner at Hunter Natural Resources LLC, a consulting firm in the industrial, consumer, and natural resources sectors. From 1999 to 2015, Mr. Hunter worked as a Director or Managing Director at Nomura Securities, Teneo Capital, Dahlman Rose & Co., Jefferies & Company, and TD Securities. He holds a B.S.C. in Finance and an M.B.A. in Finance from DePaul University.
Mr. Ryan Welker
Mr. Welker is currently Managing Director of ASX listed gold producer Medusa Mining Limited. His previous and current experience includes management, corporate development, and finance. Prior to moving back to Australia in 2019, Mr. Welker worked for EAS Advisors in New York, where he advised and raised more than $2 billion for numerous ASX, LSE, TSX and AIM-listed companies. Prior to EAS, Mr Welker held positions at Rio Tinto, Hancock Prospecting, Standard Bank and served as a Non-Executive Director of Mineral Resources Limited. He is currently the Co-Founder and Chairman of the private company Vitrinite Pty Ltd which operates the Vulcan Coal Complex in Queensland's Bowen Basin, adjacent to the 1064 Drummond Basin gold exploration projects. In this role, he led an exploration and project development team in Queensland for more than five years.
Forward-Looking Statements:
This press release and any related calls or discussions may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Tonogold. Forward-looking statements are statements that are not historical facts. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements include statements about matters such as: capital raising activities and negotiations; market conditions; future changes in exploration activities, production capacity, and operations; future exploration, production, operating, and overhead costs; production of feasibility studies, technical reports, or other findings related to estimated mineralization; operational and management restructuring activities; capital expenditures (by Tonogold or other parties) and their impact; investments, acquisitions, joint ventures, strategic alliances, business combinations, asset sales; consulting, operational, tax, financial and capital projects, and initiatives; contingencies; environmental compliance and changes in the regulatory environment; offerings, sales, equity dilution, and other actions regarding debt or equity securities; including a redemption of the debenture, and future working capital, costs, revenues, business opportunities, debt levels, cash flows, margins, earnings, and growth. The words "believe," "expect," "anticipate," "estimate," "project," "plan," "should," "intend," "may," "will," "would," "potential," and similar expressions identify forward-looking statements, but are not the exclusive means of doing so. These statements are based on assumptions and assessments made by Tonogold management in light of their experience and their perception of historical and current trends, current conditions, possible future developments, and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations, or warranties, and are subject to risks and uncertainties that could cause actual results, developments, and business decisions to differ materially from those contemplated by such forward-looking statements. Occurrence of such events or circumstances could have a material adverse effect on the business, financial condition, results of operations, cash flows, or the market price of Tonogold's securities. All subsequent written and oral forward-looking statements by or attributable to Tonogold or persons acting on their behalf are expressly qualified in their entirety by these factors. Tonogold does not undertake any obligation to publicly update or revise any forward-looking statement. Neither this press release nor any related calls or discussions constitutes an offer to sell or the solicitation of an offer to buy any other securities or Tonogold.
Contact Information for Tonogold
Brian Metzenheim
Interim CEO
M: +775 848 9578
bmetzenheim@gmail.com
AskMuncher
3 years ago
$TNGL Tonogold Resources Inc. Announces Encouraging Drilling Results From Occidental/Brunswick Lode
Press Release | 05/04/2021
Tonogold Hits 21.34 Meters at 3.226 g/t Gold and 15.7 g/t Silver on the Occidental/Brunswick Lode
LA JOLLA, CA / ACCESSWIRE / May 4, 2021 / TONOGOLD RESOURCES, INC. (OTC PINK:TNGL) ("Tonogold" or "the Company") is pleased to announce the results of 3 reverse circulation (RC) holes recently completed on the southern portion of the Occidental/Brunswick Lode.
Tonogold aims to prove the existence of a substantial minable resource of gold and silver in the Comstock Mining District.
Occidental/Brunswick Lode
Tonogold has received assay results from the three RC holes completed in early April as part of its ongoing drill exploration of the Occidental/Brunswick Lode. Results of the three holes are summarized below:
Hole No.
From (m)
To (m)
Length (m)
Au (g/t)
Ag (g/t)
AuEq 60:1 (g/t)*
TC-006
35.05
38.10
3.05
0.485
1.0
0.50
and
65.53
80.77
15.24
1.596
14.0
1.83
including
73.15
77.72
4.57
3.012
25.9
3.44
and
92.97
96.01
3.05
1.009
7.6
1.13
TC-007
25.91
47.24
21.34
3.226
15.7
3.49
including
25.91
33.53
7.62
7.238
26.9
7.69
and
59.44
64.01
4.57
0.472
1.9
0.50
TC-008
0.00
18.29
18.29
1.458
4.4
1.53
including
3.05
7.62
4.57
2.770
3.5
2.83
*AuEq calculated utilizing the following formula: Au g/t + (Ag g/t ÷ 60)
True thickness estimated at approximately 80% to 85% of interval length.
The encouraging results further validate Tonogold's recent decision to accelerate exploration of the southern section of the Occidental/Brunswick Lode with a dedicated RC drill and an expanded drill program, as announced in its news release dated April 26, 2021.
Brian Metzenheim, Interim CEO, commented: "Drilling along the southern extent of the Occidental/ Brunswick Lode continues to intersect consistent grades over significant widths. With portions of the zone returning substantially higher grades, additional potential exists to define a higher-grade core to the system. The Company looks forward to extending the drilling along strike to the north and better understanding the overall potential of the zone."
To date, Tonogold has completed 5 holes in the Occidental/Brunswick Lode, 2 core holes, and the 3 RC holes summarized above. The results of the two core holes-TC-003D and TC-004D-were reported in Tonogold's news release dated Feb. 2, 2021. The locations of those holes are indicated in figures 1, 2, and 3 below.
Figure 1: Area of the Occidental/Brunswick Lode Currently Being Explored
Figure 2: Location of Drill Holes in the Southern Occidental/Brunswick Lode
Figure 3: Long Section showing drill holes with intercepts completed in the Southern Occidental/Brunswick Lode. Mineralization dips away from the viewer at approximately 35 degrees.
This week, Tonogold's drill contractor confirmed its ability to mobilize an additional RC drill rig to the Occidental/Brunswick target area. The contractor hopes to have the RC drill in operation at the project by mid-May 2021. The rig will be utilized to complete the company's proposed drill program for the target area as detailed below.
Tonogold's initial exploration program for the southern section of the Occidental/Brunswick Lode covers approximately 620 meters of strike length extending north from the boundary between Storey and Lyon counties. In addition to the 5 holes already completed, Tonogold envisions completing an additional 23 holes, for a total of approximately 2,400 meters. Six of the 23 holes will test the down dip extension of mineralization below the level of prior drilling. Tonogold anticipates completing the 23-hole program within two months and receiving the bulk of the assays within two and a half months.
Tonogold is mapping and sampling the extension of mineralization that lies between the current area of proposed drilling and the historic Occidental Mine that lies approximately 1 kilometer along strike to the north. Results will be used to guide future drill planning as the program advances in that direction.
All the data Tonogold has accumulated to date points toward the existence of a wide, near-surface mineralized zone in the southern portion of the Occidental/Brunswick Lode. Drilling completed to date indicates the mineralized zone dips east-southeast at approximately 35 degrees and averages between 15 and 35 meters thick. The zone remains open along strike and down dip below the deepest drilling, which is approximately 120 meters down dip from the surface outcrop of the mineralization.
If successful, the results of the drill program will be utilized to generate a preliminary resource estimate for the zone. In conjunction with development of a resource, exploration will continue to the north along the Occidental/Brunswick Lode, where Tonogold controls more than 3 uninterrupted kilometers of the Lode's strike.
The Comstock Lode
On the Gold Hill Section of the Comstock Lode, the first hole at the Segregated Belcher target has been completed and the second hole has been started. Samples from the first hole have been delivered to the assay lab and results are pending.
Corporate Update
Tonogold would like to announce the resignation of Jordan Moelis as non-executive director with the Company, effective April 29, 2021. Moelis has served as a member of the Company's Board of Directors since October 2014. The Company wishes to thank Moelis for his support and dedication to the Company.
Tonogold's QA/QC Procedures:
Drill core is logged for geology, photographed, and marked for sampling on breaks averaging 1.52 meters in length. Following logging, the core is sawn in half with one half placed in labeled sample bags and sealed for delivery to the assay lab. RC samples are collected on 1.52-meter intervals in labeled sample bags and generally contain a ¼ split. Representative chips from the intervals are logged for geology. Both core and RC samples are stored at a secure facility prior to transport to the assay lab.
Certified standards, blanks, and duplicate samples are inserted in the sample series at the rate of one each per every 20 samples. Samples are delivered to ALS Minerals' lab in Reno, Nevada, where they are dried, crushed, and pulverized. Gold analysis is performed at the Reno facility utilizing a 30-gram fire assay with an AA finish (Au-AA23). Samples containing greater than 10 g/t Au are reanalyzed utilizing fire assay with a gravimetric finish (Au-GRA21). Silver analyses are completed at ALS Minerals' Lab in Vancouver, Canada, using a four-acid digestion with an AAS finish (Ag-AA61). Samples containing greater than 100 g/t Ag are reanalyzed utilizing a four-acid digestion with an ICP-AES finish (Ag-OG62). Results for standards, blanks, and duplicates are monitored for precision, accuracy, and contamination upon receipt of assays.
Qualified Persons:
Brian Metzenheim, (MMSA-QP), interim CEO for Tonogold Resources and a qualified person as defined by National Instrument 43-101, has designed and supervised the work completed for Tonogold Resources outlined in this news release. The technical content disclosed in this press release has been reviewed and approved by Mr. Metzenheim. Mr. Metzenheim is not independent of Tonogold as he is in the position of interim CEO and holds incentive warrants.
Forward-Looking Statements:
This press release and any related calls or discussions may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Tonogold. Forward-looking statements are statements that are not historical facts. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements include statements about matters such as: capital raising activities and negotiations; market conditions; future changes in exploration activities, production capacity, and operations; future exploration, production, operating, and overhead costs; production of feasibility studies, technical reports, or other findings related to estimated mineralization; operational and management restructuring activities; capital expenditures (by Tonogold or other parties) and their impact; investments, acquisitions, joint ventures, strategic alliances, business combinations, asset sales; consulting, operational, tax, financial and capital projects, and initiatives; contingencies; environmental compliance and changes in the regulatory environment; 2 offerings, sales, equity dilution, and other actions regarding debt or equity securities; including a redemption of the debenture, and future working capital, costs, revenues, business opportunities, debt levels, cash flows, margins, earnings, and growth. The words "believe," "expect," "anticipate," "estimate," "project," "plan," "should," "intend," "may," "will," "would," "potential," and similar expressions identify forward-looking statements, but are not the exclusive means of doing so. These statements are based on assumptions and assessments made by Tonogold management in light of their experience and their perception of historical and current trends, current conditions, possible future developments, and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations, or warranties, and are subject to risks and uncertainties that could cause actual results, developments, and business decisions to differ materially from those contemplated by such forward-looking statements. Occurrence of such events or circumstances could have a material adverse effect on the business, financial condition, results of operations, cash flows, or the market price of Tonogold's securities. All subsequent written and oral forward-looking statements by or attributable to Tonogold or persons acting on their behalf are expressly qualified in their entirety by these factors. Tonogold does not undertake any obligation to publicly update or revise any forward-looking statement. Neither this press release nor any related calls or discussions constitute an offer to sell or the solicitation of an offer to buy any other securities or Tonogold.
Contact Information for Tonogold:
Brian Metzenheim
Interim CEO
M: +775 848 9578
bmetzenheim@gmail.com
SOURCE: Tonogold Resources Inc.
View source version on accesswire.com:
https://www.accesswire.com/644262/Tonogold-Resources-Inc-Announces-Encouraging-Drilling-Results-From-OccidentalBrunswick-Lode
maxbet
5 years ago
Comstock Mining Schedules Lucerne Closing for October 15; Non-Refundable Payments of Over $8.67 million Paid-To-Date
September 23, 2019 06:45 ET | Source: Comstock Mining Inc.
VIRGINIA CITY, Nev., Sept. 23, 2019 (GLOBE NEWSWIRE) -- Comstock Mining Inc. (“Comstock” or “Comstock Mining”) (NYSE American: LODE) announced today that Tonogold Resources, Inc. (“Tonogold”) has agreed to a closing date of October 15, 2019, on the sale of Lucerne and delivered non-refundable stock-based fees totaling $830 thousand that have been paid timely. Tonogold also recently paid $575 thousand in non-refundable cash deposits bringing total cash deposits to $3.925 million plus $3.50 million in non-refundable Convertible Preferred Stock (“CPS”), for a grand total of $7.425 million in cash and stock paid toward the purchase price. Comstock has also received additional stock fees of $1.25 million, bringing total non-refundable payments to $8.675 million. Comstock currently holds $4.75 million in CPS, convertible at the lowest of Tonogold’s (1) 20-day volume-weighted closing price prior to conversion, (2) most recent private placement or (3) public offering price.
So far in September, Tonogold has also paid approximately $450 thousand in reimbursements directly to Comstock Mining, in addition to over $350 thousand from the second quarter, primarily for permitting, development activities and interest expense reimbursements. Tonogold is current on all payment obligations and the non-refundable purchase price payments have reduced Comstock’s Debenture to under $6.1 million.
Under the agreement, Comstock will sell the membership interest in Comstock Mining LLC to Tonogold for $15 million plus the assumption of certain liabilities and a retained 1.5% NSR royalty on Lucerne. The amended purchase agreement allows Tonogold to close by October 15, 2019, with an additional cash payment at closing of at least $3.625 million. This results in total cash payments at closing of $7.55 million for a 50.3% ownership. The remaining cash purchase price of $3.95 million will be held as a secured obligation with monthly scheduled payments of at least $650 thousand, between January 2020, and June 2020. Once the final payment is made, Tonogold would then own 100% of Comstock Mining LLC, the owner of Lucerne assets and its mining permits.
Mr. Corrado De Gasperis, Executive Chairman and CEO, stated, “Tonogold has completed some extraordinary analysis of the northern District, innovatively correlating historical data with modern geological assessments, and creating a larger exploration opportunity while recently assembling an impressive list of resource investors that has enhanced their liquidity and capital base. We look forward to this closing and accelerating our growth.”
Effective September 16, 2019, the Company also entered into a ten-year, renewable Mineral Lease for its other Storey County mineral properties, granting Tonogold the right to explore, develop and mine these properties. This arrangement was part of the original agreement entered into in January, 2019, but has been accelerated as Tonogold has committed to exploration expenditures of at least $5 million in the first, ten-year term, with the right to extend for a second, ten-year term if they commit to another $5 million and delivering a feasibility report. The lease requires quarterly lease payments with a 3% royalty that adjusts to 1.5% after the first year of mining.
The previous “earn-in” agreement with Tonogold, signed in October 2017, was terminated effective September 18, 2019, and the associated option payments of $2.2 million were recorded as income in the third quarter.
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