Comstock closes $45M+ asset sale to Mackay
Comstock says it has closed the sale of its mineral, mining, processing and related real estate entities to Mackay, receiving $20 million cash and 2 million Mackay Gold & Silver shares valued at about $4.5 million.
Comstock Inc. (NYSE: LODE ) ("Comstock," "our" and the "Company") today announced it has closed the previously announced transaction under which Mackay Precious Metals Inc. ("Mackay"), a wholly owned subsidiary of Mackay Gold & Silver Corp. (TSXV: MACK, OTCQB: MKGSF ), acquired 100% of Comstock's mineral, mining, processing and mining-district-related real estate entities, with the aggregate transaction valued at more than $45 million.
Comstock has now received $20 million in cash and 2 million common shares (TSXV: MACK ) of Mackay Gold & Silver Corp. currently valued at approximately $4.5 million and we expect to record a gain in a range of approximately $10 million to $12 million.
The gain on the sale is not expected to result in any cash taxes.
The transaction included the sale of all four of the Company’s mining subsidiaries — Comstock Mining LLC, Comstock Processing LLC, Comstock Exploration and Development LLC, and Comstock Real Estate Inc. — including all mining claims (patented and unpatented), town lots, processing facilities, operating permits and water rights.
Mackay also assumed all of the reclamation obligations and other liabilities associated with the sold entities, along with all associated reclamation and surety bond deposits and collateral. "This transaction completes another critical objective in our transformation from a hard rock junior mining company into a growing, global, renewable metals and materials company.
The transaction enhances balance sheet liquidity, reduces company-wide operating costs and realizes accretive value for our shareholders.
This continues our strategy of allocating resources to fund our solar recycling production and growth in a manner that seeks to avoid shareholder dilution," stated Corrado De Gasperis, Comstock’s CEO. "Closing this transaction simplifies our business, focuses our capacity, and reduces costs while retaining upside through both equity in Mackay Gold & Silver Corp. and future gold and silver NSR royalties." A secured, second-tranche payment of $7 million is due within 18 months.
Per the sales agreement, Comstock retains a 1.5% NSR royalty from sales of silver, gold, and all other valuable minerals and products extracted from the sold properties, subject to the terms of the Royalty Agreement which was executed at closing.
Mackay has the option to buy out the royalty at any time for $3.5 million in cash.
Comstock will further share in the success of Mackay’s exploration and development activities through a contingent payment of $10 million 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 $500 million.
If the contingent payment does not occur, the value of the NSR buy out doubles to $7 million after seven years.
The divestiture will reduce ongoing payroll, permitting, environmental compliance, and related costs for maintaining these mining assets, resulting in an estimated $1.5 million in annual operational savings.