GW00843/0001-US-6069316/2 1.
Filed pursuant to Rule 424(b)(5)
Registration No. 333-208824
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 31, 2015)
Up to $4,000,000
Common Stock
___________________________________
We have entered into an equity purchase agreement with Leviston Resources LLC, or the Investor, relating
to shares of our common stock offered by this prospectus supplement and the accompanying prospectus. In
accordance with the terms of such agreement, we may offer and sell shares of our common stock having an
aggregate offering price of up to $4,000,000 from time to time to the Investor.
Our common stock is listed on the NYSE American LLC under the symbol “LODE.” The aggregate market
value of our outstanding voting common stock held by non-affiliates is approximately $36.7 million, based upon a
closing sale price of our common stock on November 10, 2017, which was $0.60. During the 12 calendar month
period that ends on, and includes, the date of this prospectus supplement, we have offered securities with an
aggregate offering price of $4,000,000 pursuant to General Instruction I.B.6. of Form S-3. Pursuant to General
Instruction I.B.6 of Form S-3, in no event will we sell securities registered on this registration statement in a public
primary offering with a value exceeding more than one-third of the aggregate market value of the voting and non-
voting common equity in any 12 month period so long as our public float remains below $75 million.
Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus
may be made in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated under the
Securities Act of 1933, as amended, or the Securities Act, at a discount of 10.0% to the volume-weighted average
reported sales price of the common stock on the date that the Investor receives a capital call from the Company.
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We estimate that the total gross proceeds from this offering will be approximately $4,000,000. We estimate
the total expenses of this offering, excluding the discount to the Investor, will be approximately $10,000. In
consideration of the Investor’s agreement to enter the equity purchase agreement, we agreed to deliver additional
shares of our common stock with value of $200,000 to the Investor, for no additional consideration, on the first
settlement date with respect to a put notice delivered by the Company. We also agreed to provide “most favored
nation” status to the Investor with respect to other equity offerings conducted within five trading days of a sale under
the equity purchase agreement. We have agreed to include a portion of such shares on any registration statement
filed by us during the term of the equity purchase agreement. The Company agreed to pay $20,000 to the Investor
for a due diligence fee. The Investor may be deemed to be an “underwriter” within the meaning of the Securities Act
and the compensation and discounts received by the Investor will be deemed to be underwriting commissions or
discounts. We have also agreed to provide indemnification and contribution with respect to certain liabilities,
including liabilities under the Securities Act.
Investing in our common stock involves significant risk. Please read carefully the section entitled
“Risk Factors” beginning on page S-4 of this prospectus supplement and in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2016, which have been filed with the Securities and Exchange
Commission (the “Commission”) and are incorporated by reference in this prospectus supplement and the
accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved
or disapproved of the common stock or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is December 28, 2017.
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TABLE OF CONTENTS
Prospectus Supplement
Page
About This Sales Agreement Prospectus S-iv
Where You Can Find More Information S-v
Incorporation of Certain Documents by Reference S-v
Forward-Looking Statements S-vi
Prospectus Summary S-1
Risk Factors S-4
Use of Proceeds S-5
Dilution S-5
Plan of Distribution S-6
Legal Matters S-7
Experts S-7
Prospectus dated December 31, 2015
Page
About This Prospectus 1
Where You Can Find More Information 1
Incorporation of Certain Documents by Reference 2
Summary 3
Forward Looking Statements 8
Risk Factors 8
Use of Proceeds 8
Description of Common Stock 9
Description of Preferred Stock 9
Description of Debt Securities 10
Description of Rights 16
Description of Warrants 18
Description of Units 20
Legal Ownership of Securities 21
Plan of Distribution 24
Validity of the Securities 25
Experts 25
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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is part of a registration statement that we have filed with the U.S. Securities
and Exchange Commission, or the SEC, utilizing a “shelf” registration process. By using a shelf registration
statement, we may offer shares of our common stock having an aggregate offering price of up to $4,000,000 from
time to time under this prospectus supplement at prices and on terms to be determined by market conditions at the
time of offering.
We provide information to you about this offering of shares of our common stock in two separate
documents that are bound together: (1) this prospectus supplement, which describes the specific details regarding
this offering; and (2) the accompanying base prospectus, which provides general information, some of which may
not apply to this offering. Generally, when we refer to this “prospectus,” we are referring to both documents
combined. If information in this prospectus supplement is inconsistent with the accompanying base prospectus, you
should rely on this prospectus. However, if any statement in one of these documents is inconsistent with a statement
in another document having a later date-for example, a document incorporated by reference in this prospectus-the
statement in the document having the later date modifies or supersedes the earlier statement as our business,
financial condition, results of operations and prospects may have changed since the earlier dates.
You should rely only on the information contained in, or incorporated by reference into, this prospectus and
in any free writing prospectus that we may authorize for use in connection with this offering. We have not, and
Leviston Resources LLC, or the Investor, has not, authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not,
and the Investor is not, making an offer to sell or soliciting an offer to buy our securities in any jurisdiction where an
offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so
or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the information
appearing in this prospectus, the documents incorporated by reference into this prospectus, and in any free writing
prospectus that we may authorize for use in connection with this offering, is accurate only as of the date of those
respective documents. Our business, financial condition, results of operations and prospects may have changed since
those dates. You should read this prospectus, the documents incorporated by reference into this prospectus, and any
free writing prospectus that we may authorize for use in connection with this offering, in their entirety before
making an investment decision. You should also read and consider the information in the documents to which we
have referred you in the sections of this prospectus entitled “Where You Can Find More Information” and
“Incorporation by Reference.”
We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where
offers and sales are permitted. The distribution of this prospectus and the offering of the common stock in certain
jurisdictions may be restricted by law. Persons outside the United States who come into possession of this
prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common stock
and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be
used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus
by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
We may also authorize one or more “free writing prospectuses” (i.e., written communications concerning
the offering that are not part of this prospectus supplement) that may contain certain material information relating to
this offering. Before you invest in the common stock offered under this prospectus supplement, you should carefully
read both this prospectus supplement and the accompanying prospectuses together with additional information under
the heading “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”
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References in this prospectus supplement and the accompanying prospectus to the terms “we,” “us,” “our”
“Comstock” or “the Company” or other similar terms mean Comstock Mining Inc. and its consolidated subsidiaries,
unless we state otherwise or the context indicates otherwise.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational reporting requirements of the Securities Exchange Act of 1934. We file
reports, proxy statements and other information with the Commission. Our Commission filings are available over
the Internet at the Commission’s website at http://www.sec.gov. You may read and copy any reports, statements and
other information filed by us at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. Please call 1-800-SEC-0330 for further information on the Public Reference Room.
We make available, free of charge, on our website at http://www.comstockmining.com, our annual reports
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports and
statements as soon as reasonably practicable after they are filed with the Commission. The contents of our website
are not part of this prospectus supplement or the accompanying prospectus, and the reference to our website does not
constitute incorporation by reference into this prospectus supplement or the accompanying prospectus of the
information contained at that site, other than documents we file with the Commission that are incorporated by
reference into this prospectus supplement and the accompanying prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to “incorporate by reference” into this prospectus supplement and the
accompanying prospectus the information in documents we file with it, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to
be a part of this prospectus supplement and the accompanying prospectus, and information that we file later with the
Commission will automatically update and supersede this information. Any statement contained in any document
incorporated or deemed to be incorporated by reference in this prospectus supplement and the accompanying
prospectus shall be deemed to be modified or superseded to the extent that a statement contained in or omitted from
this prospectus supplement or the accompanying prospectus, or in any other subsequently filed document that also is
or is deemed to be incorporated by reference, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
prospectus supplement or the accompanying prospectus.
We incorporate by reference the documents listed below and any future documents that we file with the
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
supplement:
(a) Our annual report on Form 10-K for the fiscal year ended December 31, 2016, filed with the
Commission on March 9, 2017 (the “2016 Form 10-K”);
(b) Our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2017, filed with the
Commission on May 9, 2017 (the “First Quarter 10-Q”);
(c) Our quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2017, filed with the
Commission on August 1, 2017 (the “Second Quarter 10-Q”);
(d) Our quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2017, filed with the
Commission on October 31, 2017 (the “Third Quarter 10-Q”);
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(e) Our current reports on Form 8-K, filed with the Commission on April 10, 2017, June 2, 2017 October 5,
2017, November 8, 2017 and November 29, 2017; and
(f) The description of our common stock contained in our Form 8-A (File No. 001-35200), filed with the
Commission under Section 12 of the Exchange Act on June 8, 2011 (the “Form 8-A”).
We will not, however, incorporate by reference in this prospectus supplement or the accompanying
prospectus any documents or portions thereof that are not deemed “filed” with the Commission, including any
information furnished pursuant to Item 2.02 or Item 7.01 of our current reports on Form 8-K unless, and except to
the extent, specified in such current reports.
We will provide you with a copy of any of these filings (other than an exhibit to these filings, unless the
exhibit is specifically incorporated by reference into the filing requested) at no cost if you submit a request to us by
writing or telephoning us at the following address and telephone number:
Comstock Mining Inc.
P.O. Box 1118
Virginia City, Nevada 89440
Attention: Investor Relations
Telephone: (775) 847-0545
FORWARD LOOKING STATEMENTS
The information appearing under “Cautionary Notice Regarding Forward Looking Statements” or
“Statement Regarding Forward Looking Statements,” as the case may be, in the 2016 Form 10-K, the First Quarter
Form 10-Q, the Second Quarter 10-Q and the Third Quarter 10-Q is hereby incorporated by reference.
PROSPECTUS SUMMARY
This summary highlights information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectuses. This summary may not contain all of the information that you should consider
before investing in our common stock. We urge you to read this entire prospectus and the documents incorporated
by reference carefully, including the section entitled “Risk Factors” and the financial statements and other
information included or incorporated by reference in this prospectus.
Overview
The Company is a Nevada-based, gold and silver mining company with extensive, contiguous property in
the historic Comstock and Silver City mining districts (collectively, the “Comstock District”). The Comstock
District is located within the western portion of the Basin and Range Province of Nevada, between Reno and Carson
City. The Company began acquiring properties and developing projects in the Comstock District in 2003. Since
then, the Company has consolidated a substantial portion of the historic Comstock District, secured permits, built an
infrastructure and brought exploration projects into production.
Because of the Comstock District’s historical significance, the geology is well known and has been
extensively studied by the Company, our advisors and many independent researchers. We have expanded our
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understanding of the geology of the project area through vigorous surface mapping and drill hole logging. The
volume of geologic data is immense, and thus far the reliability has been excellent, particularly in the various
Lucerne Mine areas. We have amassed a large library of historic data and detailed surface mapping of Comstock
District properties and continue to obtain historic information from private and public sources. We use such data in
conjunction with information obtained from our current mining operations, to target geological prospective
exploration areas and plan exploratory drilling programs, including expanded surface and underground drilling.
Our Lucerne Resource area is located in Storey County, Nevada, approximately three miles south of
Virginia City and 30 miles southeast of Reno. Our Dayton Resource area is located in Lyon County, Nevada,
approximately six miles south of Virginia City. Access to the properties is by State Route 341/342, a paved road.
The Company continues evaluating and acquiring properties, expanding its footprint and exploring all of
our existing and prospective opportunities for further exploration, development and mining. The near-term goal of
our business plan is to maximize intrinsic stockholder value realized, per share, by continuing to acquire mineralized
and potentially mineralized properties, exploring, developing and validating qualified resources (measured,
indicated and inferred) and reserves (proven and probable) that enable the commercial development of our
operations through extended, long-lived mine plans that are economically feasible and socially responsible,
including both the Lucerne and Dayton Mine plans, with both surface and underground development opportunities.
We also plan to develop longer-term exploration plans for the remaining areas, which include the Spring Valley, the
Northern Extension, Northern Targets and Occidental areas, subsequent to and in the case of the Spring Valley,
concurrent with the exploration and development of Lucerne and Dayton.
The Company achieved initial production and held its first pour of gold and silver on September 29, 2012.
The Company produced approximately 22,925 gold equivalent ounces in 2015, the Company’s second full year in
production and 5,099 gold equivalent ounces in 2016. That is, the Company produced 19,601 ounces of gold and
222,416 ounces of silver in 2015 and 4,086 ounces of gold and 75,657 ounces of silver in 2016.
The Company’s headquarters, technical resources, mine operations and heap leach processing facility are
located in Storey County, Nevada, at 1200 American Flat Road, approximately three miles south of Virginia City,
Nevada and 30 miles southeast of Reno, Nevada. The Company now owns or controls approximately 9,284 acres of
mining claims and parcels in the Comstock and Silver City Districts. The acreage is comprised of approximately
2,353 acres of patented claims (private lands) and surface parcels (private lands) and approximately 6,931 acres of
unpatented mining claims that the Bureau of Land Management (“BLM”) administers.
The Company’s real estate segment owns significant non-mining properties, including the Gold Hill Hotel,
the Daney Ranch, 98-acre Silver Springs industrial property, including senior water rights and other lands, homes
and cottages. The Gold Hill Hotel consists of an operating hotel, restaurant and a bar. In 2015, the Company entered
into an agreement to lease the Gold Hill Hotel to independent operators while retaining ownership. The initial term
of the lease agreement was effective on April 1, 2015, and ends in March 2020. The tenant may renew the lease for
two extended terms of five years each. Lease payments are due in monthly installments.
On October 3, 2017, the Company entered into an Option Agreement (the “Option Agreement”) with
Tonogold Resources, Inc. (“Tonogold”). Under the terms of the Option Agreement, Tonogold will have the right to
participate in certain activities, including but not limited to, engineering, development, drilling and test-work,
towards completing a technical and economic feasibility assessment on certain properties within the Company’s
Lucerne resource area (the “Lucerne Property”), and if all obligations and prerequisites are satisfied and subject to
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compliance with the Option Agreement, Comstock and Tonogold may effect a joint venture for the future
development and mining of mineral resources on the Lucerne Property.
Under the terms of the Option Agreement, Tonogold can earn a 51% interest in the Company’s presently
wholly-owned subsidiary, Comstock Mining LLC, which owns the Lucerne Property, by making capital
expenditures on the Lucerne Property of $20 million no later than 42-months following signing of the Option
Agreement and payments of $2.2 million to the Company. The initial payment of $0.2 million was paid by Tonogold
to the Company at the time that the Option Agreement went into effect. If Tonogold elects to proceed with the
project, Tonogold would have to make another payment of $2 million within the six-month period following the
date that the Option Agreement was signed.
If Tonogold does not elect to extend the option beyond the initial six months, it will be required to make a
further payment to the Company equal to $1 million less actual costs incurred on the Lucerne Property during such
initial six-month period. In addition, Tonogold is granted the option to purchase 51% of certain equipment and
property located at the Company’s American Flat property for a purchase price of $25 million. Tonogold is also
granted a right of first refusal if the Company elects, in its sole discretion, to sell certain other mining properties.
Corporate Information
The Company’s executive offices are located at 1200 American Flat Road, Virginia City, Nevada 89440
and its telephone number is (775) 847-7325. The Company’s mailing address is P.O. Box 1118, Virginia City,
Nevada 89440. The Company’s website address is www.comstockmining.com. The Company’s website and the
information contained on, or that can be accessed through, the website are not part of this prospectus.
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THE OFFERING
Common stock to be offered by us .................................. Shares of common stock, $0.000666 par value, per
share, with an aggregate offering price of $4,000,000.
Manner of offering....................................……………. “At-the-market” offering that may be made from time
to time. See “Plan of Distribution” on page S-10.
Use of Proceeds .……………………………………... We will use the net proceeds from this offering for the
Dayton Resource area development programs, working
capital and other general corporate purposes. See “Use
of Proceeds.”
Risk Factors ……………………………………………. You should carefully read and consider the
information set forth in “Risk Factors” beginning on
the next page of this prospectus before investing in our
common stock.
NYSE American LLC symbol…………………………. LODE
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RISK FACTORS
Investing in our common stock involves significant risk. Prior to making a decision about investing in our
common stock, you should carefully consider the specific risk factors included below, as well as the risk factors
discussed under the heading “Risk Factors” in the 2016 Form 10-K, the First Quarter Form 10-Q, the Second
Quarter 10-Q and the Third Quarter 10-Q, which are incorporated by reference in this prospectus and may be
amended, supplemented or superseded from time to time by other reports we file with the Commission in the future.
The risks and uncertainties we have described are not the only ones we may face. Additional risks and uncertainties
not currently known to us or that we currently deem immaterial may also affect our operations. If any of these risks
actually occurs, our business, results of operations and financial condition could suffer. In that case, the trading price
of our common stock decline, and you could lose all or a part of your investment.
Risks Relating to the Company’s Common Stock and this Offering
The Company may issue additional common stock or other equity securities in the future that could dilute the
ownership interest of existing shareholders.
The Company is currently authorized to issue up to ,790,000,000 shares of Common Stock, of which
48,256,903 shares were issued and outstanding as of December 27, 2017, and 50,000,000 shares of preferred stock,
of which zero shares were issued and outstanding as of December 27, 2017. To maintain its capital at desired levels
or to fund future growth, the Company’s board of directors may decide from time to time to issue additional shares
of common stock, or securities convertible into, exchangeable for or representing rights to acquire shares of
common stock. The sale of these securities may significantly dilute its shareholders’ ownership interest as a
shareholder and the market price of the common stock. New investors in other equity securities issued by the
Company in the future may also have rights, preferences and privileges senior to its current shareholders that may
adversely impact its current shareholders.
You may experience immediate and substantial dilution in the net tangible book value per share of the common
stock you purchase.
If the price per share of our common stock is offered at price that is substantially higher than the net
tangible book value per share of our common stock, you will suffer substantial dilution in the net tangible book
value of the common stock you purchase in this offering. The net tangible book value of our common stock on
December 31, 2016, was less than $0.08 per share. If you were to purchase our common stock at a public offering
price of $0.40 per share, you would suffer an immediate and substantial dilution of approximately $0.32 per share,
based on the net tangible book value of our common stock on December 31, 2016. See the section entitled
“Dilution” in this prospectus for a more detailed discussion of the dilution you will incur if you purchase common
stock in this offering.
If we are unable to maintain the listing standards of the NYSE American LLC, our common stock may be
delisted, which may have a material adverse effect on the liquidity and value of our common stock.
Our common stock is traded on the NYSE American LLC. To maintain our listing on the NYSE American
LLC, we must meet certain financial and liquidity criteria. The market price of our common stock has been and may
continue to be subject to significant fluctuation as a result of periodic variations in our revenues and results of
operations. If we fail to meet any of the NYSE American LLC’s listing standards, we may be delisted. In the event
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of delisting, trading of our common stock would most likely be conducted in the over the counter market on an
electronic bulletin board established for unlisted securities, which could have a material adverse effect on the market
liquidity and value of our common stock.
Estimates of our mineral resources could be inaccurate, which could cause actual production and costs to differ
from estimates and adversely impact the value of the common stock.
There are numerous uncertainties inherent in estimating measured, indicated and inferred mineral
resources, including many factors beyond our control. The accuracy of estimates of mineral reserves and non-
reserves is a function of the quantity and quality of available data and of the assumptions made and judgments used
in engineering and geological interpretation, which could prove to be unreliable. These estimates of mineral
resources may not be accurate, and mineral resources may not be able to be mined or processed profitably.
Moreover, depletion of mineral resources that are not replaced may adversely impact the Company's financial
condition and prospects.
Fluctuation in gold prices, results of drilling, metallurgical testing, changes in operating costs, production,
and the evaluation of mine plans subsequent to the date of any estimate could require revision of the estimates. The
volume and grade of mineral resources mined and processed and recovery rates might not be the same as currently
anticipated. Any material reductions in estimates of our mineral resources, or of our ability to extract these mineral
resources, could have a material adverse effect on our results of operations and financial condition and the value of
our common stock.
We will have broad discretion in how we use the proceeds, and we may use the proceeds in ways in which you and
other stockholders may disagree.
We intend to use the net proceeds from this offering for drilling and development programs, working
capital and other general corporate purposes. See the section entitled “Use of Proceeds.” Our management will have
broad discretion in the application of the proceeds from this offering and could spend the proceeds in ways that do
not necessarily improve our operating results or enhance the value of our common stock.
USE OF PROCEEDS
We currently intend to use the net proceeds of this offering for the Dayton Resource area development
programs, working capital and other general corporate purposes.
Pending the application of the net proceeds as described above, we may invest the net proceeds from this
offering in short-term, investment grade, interest-bearing securities.
DILUTION
Investors in shares of our common stock offered in this offering will experience an immediate dilution in
the net tangible book value of their common stock from the public offering price of the common stock. The net
tangible book value of our common stock as of December 31, 2016, was approximately $14.4 million, or
approximately $0.08 per share of common stock. Net tangible book value per share of our common stock is
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calculated by subtracting our total liabilities from our total tangible assets (which is equal to total assets less
intangible assets) and dividing this amount by the number of shares of common stock outstanding.
Dilution per share represents the difference between the public offering price per share of our common
stock and the adjusted net tangible book value per share of our common stock included in this offering after giving
effect to this offering. Any sale of our common stock in this offering at a price per share greater than the net tangible
book value per share will result in (after giving effect to such sale and deducting discounts, commissions estimated
offering expenses payable by us) an increase in our as adjusted net tangible book value per share of common stock
with respect to our existing stockholders and an immediate and substantial dilution in net tangible book value per
share of common stock to new investors purchasing shares in this offering.
PLAN OF DISTRIBUTION
We have entered into an equity purchase agreement with Leviston Resources LLC, or the Investor, under
which we may offer and sell shares of our common stock through this prospectus having an aggregate gross sales
price of up to $4,000,000. Upon delivery of a put notice and subject to the terms and conditions of the equity
purchase agreement, we will sell such shares of common stock to the Investor at a purchase price equal to volume-
weighted average reported sales price of the common stock on the date of the delivery of a put notice multiplied by
90.0%.
The number of shares that may be sold pursuant to any put notice cannot exceed 500% of the average of the
three lowest trading day’s volume the common stock for the ten-trading-day-period consisting of the date of a put
notice and the four trading days preceding such put notice. Put notices can be rejected in whole or part if the closing
market price of the common stock decreases by more than 6% on the first trading day following the delivery of a put
notice. Investor will not be obligated to purchase shares if the trading volume of the common stock on the trading
day immediately following a put notice is less than 40,000 shares. Shares sold in any calendar month are not
permitted to exceed $750,000. The Company cannot generally submit more than one put notice in any five day
period. In addition, the Investor will be not be required to purchase shares in excess of 19.99% of the Company’s
issued and outstanding shares at any given time.
We estimate the total expenses of this offering, excluding the discount to the Investor, will be
approximately $10,000. In consideration of the Investor’s agreement to enter the equity purchase agreement, we
agreed to deliver additional shares of our common stock with value of $200,000 to the Investor, for no additional
consideration, on the first settlement date with respect to a put notice delivered by the Company. We also agreed to
provide “most favored nation” status to the Investor with respect to other equity offerings conducted within five
trading days of a sale under the equity purchase agreement. We have agreed to include a portion of such shares on
any registration statement filed by us during the term of the equity purchase agreement. The Company agreed to pay
$20,000 to the Investor for a due diligence fee. We have also agreed to provide indemnification and contribution
with respect to certain liabilities, including liabilities under the Securities Act.
The Investor may be an “underwriter” within the meaning of the Securities Act and any broker-dealers or
agents that are involved in selling the shares may also be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or
agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act. Because the Investor may be an “underwriter” within the meaning of the
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Securities Act, the Investor will be subject to the prospectus delivery requirements of the Securities Act. This
prospectus may be made available and distributed to investors in electronic format.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of
the resale securities may not simultaneously engage in market making activities with respect to the common stock
for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In
addition, the Investor will be subject to applicable provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common
stock by the Investor.
Although the Investor has agreed not to enter into any “short sales” of our common stock, sales after
delivery of a put notice of a number of shares reasonably expected to be purchased under a put notice shall not be
deemed a “short sale.” Accordingly, the Investor may enter into arrangements it deems appropriate with respect to
sales of shares of our common stock after it receives a put notice under the equity purchase agreement so long as
such sales or arrangements do not involve more than the number of put shares reasonably expected to be purchased
by the Investor under such put notice.
Settlement for sales of common stock will occur six business days following the date on which we deliver a
put notice to the Investor in connection with a particular transaction, in return for payment of the net proceeds to us.
Sales of our common stock as contemplated in this prospectus will be settled through the facilities of The
Depository Trust Company or by such other means as we and the Investor may agree upon. There is no arrangement
for funds to be received in an escrow, trust or similar arrangement.
The offering of our common stock pursuant to the equity purchase agreement will terminate upon
termination of the equity purchase agreement as permitted therein.
Any portion of the $4,000,000 included in this prospectus supplement that is not previously sold or
included in a put notice pursuant to the equity purchase agreement is available for sale in other offerings pursuant to
the base prospectus.
The Investor and its affiliates may in the future provide various investment banking, commercial banking
and other financial services for us and our affiliates, for which services they may in the future receive customary
fees.
LEGAL MATTERS
The validity of the issuance of the securities offered in this offering has been passed upon for us by
McDonald Carano LLP, Reno, Nevada.
EXPERTS
The consolidated financial statements, and the related financial statement schedule, incorporated in this
Prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2016,
have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their
reports, which are incorporated herein by reference. Such consolidated financial statements and financial statement
schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.
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PROSPECTUS
$50,000,000
Common Stock
Preferred Stock
Debt Securities
Rights
Units
Warrants
From time to time, we may offer up to an aggregate of $50,000,000 of any combination of the securities
described in this prospectus, either individually or in units. We may also offer shares of our $0.000666 par value, per
share common stock (“Common Stock”) or preferred stock upon conversion of debt securities, Common Stock upon
conversion of preferred stock, or Common Stock, preferred stock or debt securities upon the exercise of warrants.
We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus.
We may also authorize the provision to you of one or more free writing prospectuses in connection with these
offerings. The prospectus supplement and any related free writing prospectus may also add, update or change
information we include in this prospectus. You should carefully read this prospectus, the applicable prospectus
supplement and any related free writing prospectus, as well as any documents we incorporate by reference, before
buying any of the securities being offered.
You should read this prospectus and any applicable prospectus supplement, as well as the documents
incorporated by reference or deemed incorporated by reference into this prospectus and any prospectus supplement,
carefully before you invest in our shares.
We may offer and sell the securities described in this prospectus and any prospectus supplement to or through
one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods.
If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable
purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be
calculable from the information set forth, in the applicable prospectus supplement. See the sections of this
prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be
sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms
of the offering of such securities.
Our common stock is listed on the NYSE MKT LLC under the symbol "LODE." The last reported price of our
common stock on the NYSE MKT LLC on November 3, 2015 was $0.60 per share. The aggregate market value of
our outstanding voting common stock held by non-affiliates, based upon a closing sale price of our common stock
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on November 3, 2015 was $64,496,720. During the 12 calendar month period that ends on, and includes, the date of
this prospectus, we have offered securities with an aggregate offering price of $6,000,000 pursuant to General
Instruction I.B.6. of Form S-3. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities
registered on this registration statement in a public primary offering with a value exceeding more than one-third of
the aggregate market value of the voting and non-voting common equity in any 12 month period so long as our
public float remains below $75 million.
Investing in our securities involves risks that are referenced in the “Risk Factors” section, at page 8, of
this prospectus and are set forth in our periodic reports filed with the Securities and Exchange Commission.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
____________________
The date of this prospectus is December 31, 2015.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission,
or the Commission, utilizing a “shelf” registration process. Under this shelf registration process, we may, from time
to time, offer and sell securities pursuant to this prospectus. This prospectus provides you with a general description
of the securities we may offer.
Each time we offer and sell our securities, we will provide a prospectus supplement that will contain specific
information about the terms of the specific securities being offered and which may add, update or change
information in this prospectus. If there is any inconsistency between the information in this prospectus and the
applicable prospectus supplement, you must rely on the information in the prospectus supplement. You should read
carefully both this prospectus and any prospectus supplement, together with additional information described below
under “Where You Can Find More Information” before you invest in our securities.
You should rely only on the information contained or incorporated by reference in this prospectus, any
prospectus supplement or any free writing prospectus related to the applicable securities that is prepared by us or on
our behalf or that is otherwise authorized by us. We have not authorized any other person to provide you with
additional or different information. If anyone provides you with additional, different or inconsistent information, you
should not rely on it. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the
information contained in this prospectus and the accompanying prospectus supplement is accurate on any date
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subsequent to the date set forth on the front of the document or that any information that we have incorporated by
reference is correct on any date subsequent to the date of the document incorporated by reference. Our business,
financial condition, results of operation and prospects may have changed since those dates.
We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement
that more fully describes the securities being offered and the terms of the offering.
This prospectus does not contain all the information provided in the registration statement we filed with the
Commission. For further information about us or the securities offered hereby, you should refer to that registration
statement, which you can obtain from the Commission as described below under “Where You Can Find More
Information.”
In this prospectus, unless otherwise specified or the context otherwise requires, “Comstock,” “we,” “us” and
“our,” “our Company” or the “Company” refer to Comstock Mining Inc. and its consolidated subsidiaries. In
addition, unless the context requires otherwise, reference to the “Board” refers to the Board of Directors of
Comstock Mining Inc.
WHERE YOU CAN FIND MORE INFORMATION
We are required to file periodic reports, proxy statements and other information relating to our business,
financial and other matters with the Commission under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Our filings are available to the public over the Internet at the Commission’s web site at
http://www.sec.gov. You may also read and copy any document we file with the Commission at, and obtain a copy
of any such document by mail from, the Commission’s public reference room located at 100 F Street, N.E.,
Washington, D.C. 20549, at prescribed charges. Please call the Commission at 1-800-SEC-0330 for further
information on the public reference room and its charges.
We have filed with the Commission a registration statement on Form S-3 under the Securities Act with
respect to our securities described in this prospectus. References to the “registration statement” or the “registration
statement of which this prospectus is a part” mean the original registration statement and all amendments, including
all schedules and exhibits. This prospectus does, and any prospectus supplement will, not contain all of the
information in the registration statement because we have omitted parts of the registration statement in accordance
with the rules of the Commission. Please refer to the registration statement for any information in the registration
statement that is not contained in this prospectus or a prospectus supplement. The registration statement is available
1
to the public over the Internet at the Commission’s web site described above and can be read and copied at the
locations described above.
Each statement made in this prospectus or any prospectus supplement concerning a document filed as an
exhibit to the registration statement is qualified in its entirety by reference to that exhibit for a complete description
of its provisions.
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We make available, free of charge, on or through our web site, copies of our proxy statements, our annual
reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably
practicable after we electronically file them with or furnish them to the Commission. We maintain a web site at
http://www.comstockmining.com. The information contained on our web site is not part of this prospectus, any
prospectus supplement or the registration statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We have filed the following documents with the Commission pursuant to the Exchange Act and hereby
incorporate them by reference in the registration statement:
We incorporate by reference the documents listed below and any future documents that we file with the
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
supplement:
(a) Our annual report on Form 10-K for the fiscal year ended December 31, 2014, filed with the
Commission on January 29, 2015 (the “2014 Form 10-K”);
(b) Our quarterly report on Form 10-Q for the period ended March 31, 2015, filed with the Commission on
April 16, 2015 (the “First Quarter Form 10-Q”);
(c) Our quarterly report on Form 10-Q for the period ended June 30, 2015, filed with the Commission on
July 21, 2015 (the “Second Quarter Form 10-Q”);
(d) Our quarterly report on Form 10-Q for the period ended September 30, 2015, filed with the Commission
on October 23, 2015 (the “Third Quarter Form 10-Q”);
(e) Our current reports on Form 8-K filed with the Commission on February 5, 2015, March 6, 2015, May
8, 2015, July 13, 2015, July 29, 2015, August 27, 2015, September 29, 2015 and October 20, 2015; and
(f) The description of our Common Stock contained in our Form 8-A (File No. 001-35200), filed with the
Commission under Section 12 of the Exchange Act on June 8, 2011 (the “Form 8-A”).
All documents subsequently filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference in the registration statement and to be a part hereof from the date of filing of such documents.
We make available copies of the documents incorporated by reference in this prospectus to each person,
including any beneficial owner, to whom a prospectus is delivered, without charge, upon written or oral request.
Such requests should be directed to:
Comstock Mining Inc.
P.O. Box 1118
Virginia City, Nevada 89440
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Attention: Judd Merrill, Chief Financial Officer
Telephone: (775) 847-7325
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SUMMARY
This summary highlights information contained elsewhere or incorporated by reference in this prospectus
and does not contain all of the information you should consider in making your investment decision. You should
read this summary together with the more detailed information included elsewhere or incorporated by reference in
this prospectus, including financial statements and the related notes. You should carefully consider, among other
things, the matters discussed under “Risks Factors” in the 2014 Form 10-K, the First Quarter Form 10-Q, the
Second Quarter 10-Q, the Third Quarter 10-Q and in other documents that we subsequently file with the
Commission that are incorporated by reference herein.
The Company
The Company is a producing, Nevada-based, gold and silver mining company with extensive, contiguous
property in the historic Comstock and Silver City mining districts (collectively, the “Comstock District”) and is an
emerging leader in sustainable, responsible mining, including concurrent and accelerated reclamations, soil
sampling, voluntary air monitoring, cultural asset protection and historical restorations. The Company began
acquiring properties in the Comstock District in 2003. Since then, the Company has consolidated a significant
portion of the Comstock District, rezoned its properties consistent with mining uses, built an infrastructure, and
brought an exploration project into production. The Company continues acquiring additional properties in the
district, expanding its footprint and creating opportunities for further exploration, development and mining. The near
term goal of our business plan is to deliver stockholder value by validating qualified reserves (proven and probable)
from our first two resource areas, Lucerne and Dayton, and significantly grow the commercial development of our
operations through extended, long-lived mine plans that are economically feasible and socially responsible.
The Comstock District is located within the western portion of the Basin and Range Province of Nevada,
between Reno and Carson City. Because of the Comstock District’s historical significance, the geology is well
known and has been extensively studied by the Company, our advisors and many independent researchers. We have
expanded our understanding of the geology of the project area through vigorous surface mapping, geophysical
analysis, exploration drilling, drill hole logging and extensive mine development and planning, including geological
level plans and cross-sectional analysis. The volume of geologic data is immense, and thus far the reliability has
been excellent, particularly in the various Lucerne Mine areas. We have amassed a large library of historic data and
detailed surface mapping of Comstock District properties and continue to obtain historic information from private
and public sources. We use such data in conjunction with information obtained from our current mining operations,
to target geologically prospective exploration areas and plan exploratory programs, including expanded surface and
underground drilling.
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Our Lucerne Resource area is located in Storey County, Nevada, approximately three miles south of
Virginia City and 30 miles southeast of Reno. Our Dayton Resource area is located in Lyon County, Nevada,
approximately six miles south of Virginia City. Access to the properties is by State Route 342, a paved route.
The Company achieved initial production and held its first pour of gold and silver on September 29, 2012.
The Company produced approximately 20,815 and 22,925 gold equivalent ounces in 2013 and 2014, respectively.
That is, the Company produced 17,739 ounces of gold and 186,482 ounces of silver in 2013, and 19,601 ounces of
gold and 222,416 ounces of silver in 2014. During the first nine months of 2015, the Company poured 13,117
ounces of gold and 179,074 ounces of silver. The Company reduced its strip ratio from a 2014 average of 4.83 to
less than 1.0. Grade remained strong at over .031 ounces of gold per ton and .663 ounces of silver per ton or higher,
continuing the grade improvement trend started in 2014. The recovery rate estimate for gold, for the life of the
Lucerne mine to date, has increased to approximately 84-85%.
We continue expanding our property footprint and creating opportunities for exploration and mining. The
Company now owns or controls approximately 8,546 acres of mining claims and parcels in the Comstock and Silver
City Districts. The acreage is comprised of approximately 2,245 acres of patented claims (private lands) and surface
parcels (private lands) and approximately 6,301 acres of unpatented mining claims, which the Bureau of Land
Management (“BLM”) administers.
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Production
During 2014, the Company completed its second full year of production and transitioned from the Billie the
Kid and Hartford patented claims in the Lucerne West-side Mine to the higher-grade Justice and Lucerne patents,
also in the Lucerne West-side Mine. The Company completed the planned mining for the Billie the Kid, Hartford
and Justice patents during 2014, while continuing to mine the Lucerne patent through 2014 and 2015. During the
second and third quarters of 2015, the Company further expanded its activities to include a more significant amount
of extraction from the historic mine dumps adjacent to and underneath the existing portion of SR-342, into the daily
production schedule. Substantially all of the operations for the second half of 2015 are focused on surface activity,
including extraction of approximately 150,000 tons of ore contained in those remaining mine dumps during the third
quarter and approximately 30,000 tons of ore contained in those remaining mine dumps during the fourth quarter,
while also completing the realignment of SR-342, establishing a drift into the higher-grade PQ, Succor and
Woodville exploration targets and developing those targets towards the establishment of reserves for potential future
mining.
Recent Developments
On October 19, 2015 the Company completed an offering of Common Stock, which provided net proceeds
of approximately $5.9 million.
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As announced on August 27, 2015, the Company successfully completed a restructuring of certain
components of its capital structure, primarily associated with all series of its issued and outstanding Convertible
Preferred Stock and certain obligations associated with the Northern Comstock joint venture associated with some of
its most important land holdings. The Company successfully converted all of its preferred stock to common stock,
eliminating the preferred stock, eliminating the special rights of the preferred stock holders, including extra voting
rights, and eliminating future dividends associated with those instruments. The Company also materially reduced
future capital and royalty obligations associated with some of its highest prospective mineralized land claims
contained in the Northern Comstock joint venture.
The Company received written authorization from a majority of the holders of the Company’s then
outstanding 7 1/2% Series A-1 Convertible Preferred Stock (“Series A-1”), 7 1/2% Series A-2 Convertible Preferred
Stock (“Series A-2”) and 7 1/2% Series B Convertible Preferred Stock (“Series B,” and together with the Series A-1
and Series A-2, the “Preferred”) to amend the certificates of designation of rights, preferences, rights and limitations
of the Preferred (the “Charters”) that resulted in the automatic conversion of the Preferred into shares of the
Company’s common stock. In addition, as a result of the approval of the amendments to the Charters, the Company
declared and paid a one-time dividend of 127 shares of common stock per share of Preferred to each holder of the
Preferred.
In addition, on August 27, 2015, the Company announced that it entered into the first amendment of its
operating agreement (the "First Amendment") with the other members of its Northern Comstock LLC joint venture.
The First Amendment permanently reduced capital contribution obligations of the Company from $31.05 million
down to $9.75 million (now payable at $812,500 per year for twelve years) and permitted such capital contributions,
to be made in the form of cash, or in certain circumstances at the Company’s option, with the Company’s common
stock. The First Amendment also provides for a one-time acceleration of $1,625,000 of the capital contributions
payable when the cash and cash equivalents of the Company exceed $12,500,000 and an additional provision for
accelerating scheduled payments, but not ever increasing the overall payments, based on a percentage (that is, 3%)
of active production revenue generated by the properties subject to the Northern Comstock LLC joint venture. On
September 28, 2015, the Company entered into the second amendment of its operating agreement (the "Second
Amendment") with the other members of its Northern Comstock LLC joint venture. Pursuant to the Second
Amendment, the Company's annual contributions of $812,500 per year were divided into eleven monthly cash
capital contributions of $30,000 with a single annual capital contribution of $482,500 payable in cash unless the
Company has cash and cash equivalents of less than $10,500,000 on the date of such payments, wherein the
Company then has the option to pay that annual contribution in common stock or cash, at its option. The Second
Amendment also provides for a one-time acceleration of $812,500 of the capital contributions payable when the
Company receives net cash proceeds from sources other than operations that exceed $6,250,000.The agreement also
includes an ongoing acceleration of the Company's capital contribution obligations equal to 3% of the net smelter
returns generated by the properties subject to the Northern Comstock LLC joint venture. The Second Amendment
4
also provides that if the Company defaults in its obligation to make the scheduled capital contributions, then the
remaining capital contribution obligations may be converted into the principal amount of a 6% per annum
promissory note payable by the Company on the same schedule as the capital contributions, secured by a mortgage
on the properties subject to the Northern Comstock LLC joint venture.
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On September 28, 2015, the Company announced that the Board of Directors of the Company received and
accepted the resignation of John V. Winfield as Chairman of the Board. Upon receipt of such resignation, the Board
appointed Corrado DeGasperis as Executive Chairman of the Board and Robert C. Kopple as Lead Independent
Director and Vice Chairman of the Board.
Current Projects
The Company’s headquarters, mine operations and heap leach processing facility are in Storey County,
Nevada, at 1200 American Flat Road, approximately three miles south of Virginia City, Nevada and 30 miles
southeast of Reno, Nevada. The Company has focused development to date on the Lucerne Resource Area
(including both surface and underground east-side targets), the Dayton Resource Area and the Spring Valley
exploration target. We also plan on focusing longer term, future explorations on the Northern Extension, Northern
Targets, and Occidental Target Areas subsequent to the exploration and development of Lucerne, Dayton and Spring
Valley. Production has been ongoing in the Lucerne Mine since 2012, and the Company is nearing completion, this
year, of the first phase surface mining activities, the SR 342 road realignment and the final extraction of existing
mine dumps. On September 5, 2015, the Company also began construction of an underground exploration portal and
drift at the north end of the floor in the existing Lucerne Surface Mine. On November 24, 2015, the Company
announced that it has completed construction of the first phase of the entire 800-foot underground exploration drift
("Harris Portal") at the north end of the existing Lucerne Surface Mine.
The Company had previously completed extensive geological development and modeling, including
analysis of surface drill hole results, metallurgy, proximity to the current Lucerne Mine floor, and historic mining
data. This resulted in a highly detailed geologic model for the Lucerne. The work confirmed that the lode is
comprised of a group of northwest trending, sub-parallel, high-grade, mineralized structures. This structural group
coalesces into a single zone in the central part of the East-side area and diverges to the north and south creating a
possible structural corridor up to 600-feet. The Company also discovered dike-like masses of quartz porphyry (PQ)
that have intruded into the main lode and have a direct relationship to the known mineralization. Additionally, early
this year, the Company completed extensive surface drilling on the Succor and Holman mineral patents, where
structures have close proximity and potentially intersect with the PQ mass.
The first phase also includes approximately 20,000 feet of diamond-core and reverse circulation (R/C)
definition drilling, both being closely coordinated with the drift development. Previously disclosed drill data from
this PQ structure include 46 intercepts of at least 10 feet that have a grade, on average, of over 0.23 ounces of gold
per ton and over 1.71 ounces of silver per ton. The historic Succor vein system is being considered as an easterly
extension of the first phase of development beyond the high-grade PQ target.
SR-342 Realignment and Extraction of Existing Mine Dumps
In early February, the Nevada Department of Transportation, (NDOT), closed an approximate two-mile
section of SR-342, south of Gold Hill, as a safety precaution following roadway cracking and area specific sinking
during a weekend of heavy rains. The area of sinking is above a historic mine-shaft dating back to the early 1900's,
and that portion of the road sits on old mine dumps and looser fill that has a history of instability and, in some cases,
failure. The Company owns the land, with NDOT granted prescriptive rights to operate the state roadbed over that
private land. Storey County, NDOT, the Company, and other applicable regulatory agencies evaluated several
remedies for the realignment of SR-342.
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In addition, during the latter part of 2014, the geological and environmental teams undertook a systematic
evaluation of historic mine dumps throughout most of the central part of the District. Quantifying and understanding
the nature of possible legacy contaminants and identifying the extent of mineralization with the potential to increase
mineable resources were the two primary objectives. Overall, we identified approximately 640,000 tons of
mineralized dump materials. Of that total, approximately 450,000 tons are located underneath and to the east of
State Route 342, with an average grade between 0.025-0.035 opt Au. These tons are now being extracted as part of
5
the SR-342 re-alignment, and stacked onto the leach pad for processing providing a significant environmental
remediation and a meaningful contribution to operations and production schedule.
The route is being realigned to the east of the historic shaft, removing old dump materials in an
environmentally responsible manner, enabling safe travel and continued mining, effecting required reclamations, all
while positioning the area for future mining and development.
On December 4, 2015, the Company announced that the realignment of State Route 342 (SR 342) was
completed in early December. SR 342 passed all relevant Nevada Department of Transportation (NDOT)
inspections and has been reopened for public use.
The completion of the SR 342 realignment, including the already completed capping of the historic Silver
Hills Mine shaft, provides a better route from Carson City to Virginia City and also provides a safer and more
efficient passage for ongoing mining operations. The Company also achieved significant environmental and
reclamation objectives and completed the project under the original $3 million budget.
The SR 342 realignment and historic environmental remediation has been completed in collaboration with
the Nevada Department of Transportation (NDOT), U.S. Army Corp. of Engineers (USACE), the Nevada Division
of Environmental Protection (NDEP) and the U.S. Environmental Protection Agency (EPA).
Lucerne Exploration and Underground Development
The Company completed extensive geological development and modeling, utilizing its previously collected
drill hole data, historic underground mine maps and current mining data, among other geological information. This
resulted in highly detailed geologic level plans and cross sectional analysis for the Lucerne East-side. The sectional
compilation resulted in several important findings. The work confirmed that the lode is comprised of a group of
northwest trending, sub-parallel, higher-grade, mineralized structures, rather than a simple vein system confined to a
single fault zone. These structural groups coalesce into a single zone in the central part of the East-side area and
diverge to the north and south to create zones up to 600-feet wide. The Company also discovered dike-like masses
of quartz porphyry (“PQ”) that have intruded into the main lode and have a direct relationship to the known
mineralization. Current drill data from this PQ structure include 46 intercepts that grade, on average, over 0.23
ounces of gold per ton and over 1.71 ounces of silver per ton.
Out of this extensive geologic work, a definitive underground development target has emerged, specifically
that part of the lode occupied by the mineralized mass of PQ, as well as the neighboring wall rocks. This conclusion
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is based on surface drill hole results, metallurgy, and proximity to the current Lucerne Mine floor, as well as past
mining data. In addition to the mineralized mass of PQ, we developed and defined the nearby Woodville Bonanza
structures with the same diligent level plan and cross sectional development. These geologic definitions include the
same detail and historical mappings plus over 116 intercepts of at least 10 feet grading over 0.22 ounces per ton gold
and 1.59 ounces of silver per ton. The PQ and Woodville structures represent the most significant opportunity for
immediately exploring and progressing the development of an accelerated underground mine plan in the Lucerne
Area.
The Company partnered with American Mine and Tunneling LLC and American Drilling Corp, LLC,
based on their superior expertise and quality services to the mining industry, ranging from beginning stage drilling
and exploration to initial drift and tunneling, to commence developing a new underground access to the PQ
structures and the almost adjacent Woodville Bonanza structures this month.
On July 8, 2015 Storey County Board of Commissioners has confirmed that the major modifications to the
Company’s operating plan conforms to the conditions of the existing Special Use Permit No. 2000-222-A-5 (“SUP”)
and unanimously approved that plan. The modification outlines the Company’s plan to develop a portal and
underground tunnel (a “drift”) alongside a highly mineralized series of high-grade structures. The Company then
plans to efficiently drill and develop those structures into an expanded resource and, based upon the final economic
feasibility analysis, expanded mine plans. The existing permit allows the Company to begin construction activities
of an underground mine portal for exploration and development of known Lucerne resources, ultimately with the
objective of establishing gold and silver reserves.
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On August 25, 2015, the Company announced that the Nevada Division of Environmental Protection
Bureau of Mining Regulation and Reclamation (“NDEP-BMRR”) has issued a Notice of Decision (“NOD”)
approving an Engineering Design Change to the Company's Water Pollution Control Plan for Underground
Exploration. NDEP-BMRR also approved a major modification to the Company's Reclamation Permit and Surety
Decision for the proposed Underground Development of the Lucerne Mine. These modified permits allow the
construction of an underground exploration portal and drift at the north end of the floor in the existing Lucerne
Surface Mine. The exploration project is situated on previously-disturbed private land. On September 5, 2015, the
Company commenced construction of an underground exploration portal (“Harris Portal”) and drift at the north end
of the floor level in the existing Lucerne Surface Mine. On September 24, 2015, construction of the first drill
platform was completed and the underground drilling of the previously discovered, dike-like masses of quartz
porphyry (“PQ”), commenced. On November 24, 2015, the Company announced that it has completed construction
of the first phase of the entire 800-foot underground Harris Portal.
The Company plans to invest approximately $3 million for the first phase, including the underground
portal, primarily core drilling and certain related infrastructure for the Lucerne underground exploration and
development project.
Dayton Drill Program
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The near-surface program consisted of 408 holes totaling 30,818 feet of drilling that was completed in late
September 2015. The Company used an extremely efficient percussion drill rig, with total program costs of about
$200,000, or about $6.50 per foot.
The main objective of the program was to pinpoint the major surface structures (faults) and then explore
these structures for mineralization. This then enabled efficient infill drilling that further refined and resolved areas of
structural complexity in the geologic models. The program was successful in both defining and expanding the near-
surface mineralization. The Company will update its geologic model based on the results of this drilling program
and increase the gold and silver resource estimate. The Company is now finalizing a comprehensive drill program
designed to deliver a mine plan, economic reserves and mine life.
The underground mapping and sampling effort, together with the drilling, resulted in several important
discoveries. The most significant was defining mineralization along a previously undrilled, 600-foot segment of the
Grizzly Hill Fault and additional mineralization at an intersection of the Grizzly Hill and Alhambra Faults with the
Silver City fault. The Company also discovered additional dike-like masses of quartz porphyry, similar to Lucerne,
that generally host significant mineralization. Finally, the drilling also helped to define extended mineralization
along a 550-foot segment of the Mill Fault.
The Company also commenced metallurgical test-work on representative samples of mineralized rock
types. Standard column tests are currently underway on five surface–generated samples and one underground
sample and is ongoing. All samples, both from drilling and underground, were analyzed for gold and silver at the
Company’s existing, on-site, industry standard, production assay lab.
The Dayton property includes the Dayton (Marble), Alhambra, Kossuth, Metropolitan and Gennessee
patents, representing a structurally controlled mineralized system hosted in tertiary volcanic rocks that, in terms of
the overall geologic setting, is similar to the Company's Lucerne property. The properties are separated by
approximately one mile along the Silver City branch of the Comstock Lode.
The planning for the remaining, comprehensive drill requirements designed to establish a final mine plan,
economic reserves and extended mine life is being scheduled at a cost of approximately $4 million for the first
phase.
Outlook
The Company has been cash positive from operations for the first nine months of 2015, and expects to be
cash positive from mining operations for the full year 2015 (excluding drifting, exploration and road construction
costs), net of a weaker fourth quarter as the Company transitions from the final phase of surface mining in Lucerne
7
to the expansion into an underground portal and drift development in Lucerne. The Company completed the road
realignment during the fourth quarter.
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The Company commenced the underground drift-mining and drilling, associated with the first underground
exploration phase of a quartz porphyry geological target (“PQ target”), in September 2015, and expects to complete
drift-sampling, drilling and ongoing metallurgical test work of the PQ target by January 2016. The Succor vein
system is being considered as an easterly extension of the first phase of development beyond the high-grade PQ
target. This will positively expand the scope of Phase 1, through the first half of 2016. The second major phase of
drift-mining and drilling, planned for the Woodville bonanza target, is expected to commence after the Succor
exploration, and be completed by the fourth quarter of 2016.
The Company's goals for this year included minimizing operating costs, completing the SR-342
realignment project, expanding the Lucerne exploration and development activities, primarily through the
underground portal and drift development and commencing the final development phase of the Dayton Resource
Area.
During the first half of 2015, the Company continued reducing costs applicable to mining revenue. The
Company has increased its expectation of savings from costs applicable to mining to $7 million (from a previous
target of $5 million), when comparing 2015 to 2014. The Company has also doubled its expectation of savings from
all other non-mining activities, including general, administrative, hospitality, mine claims and costs and
environmental and other areas, to $3 million (from a previous target of $1.5 million), when comparing 2015 to 2014.
These increases raise our total costs savings targets to $10 million, from $6.5 million, when comparing 2015 to
2014.
The Company expects cash costs of mining revenue, will remain below $650 per ounce of gold for the full
year 2015.
Corporate Information
The Company’s executive offices are located at 1200 American Flat Road, Virginia City, Nevada 89440
and its telephone number is (775) 847-7325. The Company’s mailing address is P.O. Box 1118, Virginia City,
Nevada 89440. The Company’s website address is www.comstockmining.com. The Company’s website and the
information contained on, or that can be accessed through, the website are not part of this prospectus.
FORWARD LOOKING STATEMENTS
The information appearing under “Cautionary Notice Regarding Forward Looking Statements” or
"Statement Regarding Forward Looking Statements," as the case may be, in the 2014 Form 10-K, the First Quarter
Form 10-Q, the Second Quarter 10-Q, and the Third Quarter 10-Q, is hereby incorporated by reference.
RISK FACTORS
Investment in any securities offered pursuant to this prospectus and the applicable prospectus supplement
involves risks. You should carefully consider the risk factors incorporated by reference to our most recent Annual
Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file
after the date of this prospectus, and all other information contained or incorporated by reference into this
prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information
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contained in the applicable prospectus supplement before acquiring any of such securities. The occurrence of any of
these risks might cause you to lose all or part of your investment in the offered securities.
USE OF PROCEEDS
Except as may be described otherwise in any applicable prospectus supplement or free writing prospectus,
we will use the net proceeds from the sale by us of the securities under this prospectus for general corporate
purposes, which may include, among other things, funding acquisitions or capital expenditures.
8
DESCRIPTION OF COMMON STOCK
The information appearing under “Item 1. Description of Registrant’s Securities to be Registered” in the
Form 8-A, is hereby incorporated by reference. The Company currently has 162,121,356 shares of Common Stock
issued and outstanding.
DESCRIPTION OF PREFERRED STOCK
Pursuant to our articles of incorporation, the Board has the authority, without further action by the
stockholders (unless such stockholder action is required by applicable law or NYSE MKT rules), to designate and
issue up to 50,000,000 shares of preferred stock in one or more series or classes, to establish from time to time the
number of shares to be included in each such series or classes, and to fix the rights, privileges and preferences of
such series or classes. The Company currently has no issued and outstanding shares of preferred stock.
The Board will fix the rights, privileges and preferences of the preferred stock of each series or class, as
well as the qualifications, limitations or restrictions thereon, in the certificate of designation relating to that series.
We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by
reference from reports that we file with the Commission, the form of any certificate of designation that describes the
terms of the series of preferred stock we are offering before the issuance of that series of preferred stock. This
description will include:
• the title and stated value;
• the number of shares we are offering;
• the liquidation preference per share;
• the purchase price;
• the dividend rate, period and payment date and method of calculation for dividends;
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• whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends
will accumulate;
• the procedures for any auction and remarketing, if any;
• the provisions for a sinking fund, if any;
• the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise
those redemption and repurchase rights;
• any listing of the preferred stock on any securities exchange or market;
• whether the preferred stock will be convertible into our Common Stock, and, if applicable, the conversion
price, or how it will be calculated, and the conversion period;
• whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price,
or how it will be calculated, and the exchange period;
• voting rights, if any, of the preferred stock;
• preemptive rights, if any;
• restrictions on transfer, sale or other assignment, if any;
• whether interests in the preferred stock will be represented by depositary shares;
9
• a discussion of any material United States federal income tax considerations applicable to the preferred
stock;
• the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate,
dissolve or wind up our affairs;
• any limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with
the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs;
and
• any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.
The Board may authorize the issuance of preferred stock with voting or conversion rights that could
adversely affect the voting power or other rights of the holders of our Common Stock. Preferred stock could be
issued quickly with terms designed to delay or prevent a change in control of our company or make removal of
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management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the
market price of our Common Stock.
DESCRIPTION OF DEBT SECURITIES
We may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or
subordinated convertible debt. Pursuant to the terms of our outstanding indebtedness and a Stockholders Agreement
with our largest shareholder, we are prohibited from issuing debt without the prior written consent. While the terms
we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we
will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus
supplement. The terms of any debt securities offered under a prospectus supplement may differ from the terms
described below. Unless the context requires otherwise, whenever we refer to the indentures, we also are referring to
any supplemental indentures that specify the terms of a particular series of debt securities.
We will issue the senior debt securities under the senior indenture that we will enter into with the trustee
named in the senior indenture. We will issue the subordinated debt securities under the subordinated indenture that
we will enter into with the trustee named in the subordinated indenture. Generally, the indentures will be qualified
under the Trust Indenture Act of 1939. We use the term “debenture trustee” to refer to either the trustee under the
senior indenture or the trustee under the subordinated indenture, as applicable. We will file forms of indentures to
the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt
securities containing the terms of the debt securities being offered will be filed as exhibits to the registration
statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the
Commission.
The following summaries of material provisions of the senior debt securities, the subordinated debt securities
and the indentures are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture
applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and
any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as
the complete indentures that will contain the terms of the debt securities. Except as we may otherwise indicate, the
terms of the senior indenture and the subordinated indenture are identical.
General
We will describe in the applicable prospectus supplement the terms of the series of debt securities being
offered, including:
• the title;
• whether or not such debt securities are guaranteed by our subsidiaries or other entities;
• the principal amount being offered, and if a series, the total amount authorized and the total amount
outstanding;
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• any limit on the amount that may be issued;
• whether or not we will issue the series of debt securities in global form, the terms and who the depositary
will be;
• the maturity date;
• whether and under what circumstances, if any, we will pay additional amounts on any debt securities held
by a person who is not a United States person for tax purposes, and whether we can redeem the debt
securities if we have to pay such additional amounts;
• the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date
interest will begin to accrue, the dates interest will be payable and the regular record dates for interest
payment dates or the method for determining such dates;
• whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;
• the terms of the subordination of any series of subordinated debt;
• the place where payments will be payable;
• restrictions on transfer, sale or other assignment, if any;
• our right, if any, to defer payment of interest and the maximum length of any such deferral period;
• the date, if any, after which, and the price at which, we may, at our option, redeem the series of debt
securities pursuant to any optional or provisional redemption provisions and the terms of those redemption
provisions;
• the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund
or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of
debt securities and the currency or currency unit in which the debt securities are payable;
• whether the indenture will restrict our ability and/or the ability of our subsidiaries to:
◦ incur additional indebtedness;
◦ issue additional securities;
◦ create liens;
◦ pay dividends and make distributions in respect of our capital stock and the capital stock of our
subsidiaries;
◦ redeem capital stock;
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◦ place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer
assets;
◦ make investments or other restricted payments;
◦ sell or otherwise dispose of assets;
◦ enter into sale-leaseback transactions;
◦ engage in transactions with stockholders and affiliates;
11
◦ issue or sell stock of our subsidiaries; or
◦ effect a consolidation or merger;
• whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based,
asset-based or other financial ratios;
• a discussion of any material United States federal income tax considerations applicable to the debt
securities;
• information describing any book-entry features;
• provisions for a sinking fund purchase or other analogous fund, if any;
• the applicability of the provisions in the indenture on discharge;
• whether the debt securities are to be offered at a price such that they will be deemed to be offered at an
“original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code;
• the denominations in which we will issue the series of debt securities, if other than denominations of
$1,000 and any integral multiple thereof;
• the currency of payment of debt securities if other than U.S. dollars and the manner of determining the
equivalent amount in U.S. dollars; and
• any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities,
including any additional events of default or covenants provided with respect to the debt securities, and any
terms that may be required by us or advisable under applicable laws or regulations.
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Conversion or Exchange Rights
We will set forth in the prospectus supplement the terms on which a series of debt securities may be
convertible into or exchangeable for our Common Stock or our other securities. We will include provisions as to
whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include
provisions pursuant to which the number of shares of our Common Stock or our other securities that the holders of
the series of debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt
securities, the indentures will not contain any covenant that restricts our ability to merge or consolidate, or sell,
convey, transfer or otherwise dispose of all or substantially all of our assets. However, any successor to or acquirer
of such assets must assume all of our obligations under the indentures or the debt securities, as appropriate. If the
debt securities are convertible into or exchangeable for our other securities or securities of other entities, the person
with whom we consolidate or merge or to whom we sell all of our property must make provisions for the conversion
of the debt securities into securities that the holders of the debt securities would have received if they had converted
the debt securities before the consolidation, merger or sale.
Events of Default Under the Indenture
Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt
securities, the following are events of default under the indentures with respect to any series of debt securities that
we may issue:
• if we fail to pay interest when due and payable and our failure continues for 90 days and the time for
payment has not been extended or deferred;
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• if we fail to pay the principal, premium or sinking fund payment, if any, when due and payable and the time
for payment has not been extended or delayed;
• if we fail to observe or perform any other covenant contained in the debt securities or the indentures, other
than a covenant specifically relating to another series of debt securities, and our failure continues for 90
days after we receive notice from the debenture trustee or holders of at least 25% in aggregate principal
amount of the outstanding debt securities of the applicable series; and
• if specified events of bankruptcy, insolvency or reorganization occur.
If an event of default with respect to debt securities of any series occurs and is continuing, other than an
event of default specified in the last bullet point above, the debenture trustee or the holders of at least 25% in
aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the
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debenture trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and
accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above
occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then
outstanding shall be due and payable without any notice or other action on the part of the debenture trustee or any
holder.
The holders of a majority in principal amount of the outstanding debt securities of an affected series may
waive any default or event of default with respect to the series and its consequences, except defaults or events of
default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of
default in accordance with the indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the indentures, if an event of default under an indenture shall occur and be
continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such
indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such
holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of
the outstanding debt securities of any series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the
debenture trustee, with respect to the debt securities of that series, provided that:
• the direction so given by the holder is not in conflict with any law or the applicable indenture; and
• subject to its duties under the Trust Indenture Act of 1939, the debenture trustee need not take any action
that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the
proceeding.
A holder of the debt securities of any series will have the right to institute a proceeding under the
indentures or to appoint a receiver or trustee, or to seek other remedies only if:
• the holder has given written notice to the debenture trustee of a continuing event of default with respect to
that series;
• the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series
have made written request, and such holders have offered reasonable indemnity to the debenture trustee to
institute the proceeding as trustee; and
• the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority
in aggregate principal amount of the outstanding debt securities of that series other conflicting directions
within 90 days after the notice, request and offer.
These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment
of the principal, premium, if any, or interest on, the debt securities.
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We will periodically file statements with the debenture trustee regarding our compliance with specified
covenants in the indentures.
Modification of Indenture; Waiver
We and the debenture trustee may change an indenture without the consent of any holders with respect to
specific matters:
• to fix any ambiguity, defect or inconsistency in the indenture;
• to comply with the provisions described above under “Description of Debt Securities — Consolidation,
Merger or Sale;”
• to comply with any requirements of the Commission in connection with the qualification of any indenture
under the Trust Indenture Act of 1939;
• to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms,
or purposes of issue, authentication and delivery of debt securities, as set forth in the indenture;
• to provide for the issuance of and establish the form and terms and conditions of the debt securities of any
series as provided under “Description of Debt Securities — General” to establish the form of any
certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities,
or to add to the rights of the holders of any series of debt securities;
• to evidence and provide for the acceptance of appointment hereunder by a successor trustee;
• to provide for uncertificated debt securities in addition to or in place of certificated debt securities and to
make all appropriate changes for such purpose;
• to add to our covenants such new covenants, restrictions, conditions or provisions for the protection of the
holders, and to make the occurrence, or the occurrence and the continuance, of a default in any such
additional covenants, restrictions, conditions or provisions an event of default; or
• to change anything that does not materially adversely affect the interests of any holder of debt securities of
any series.
In addition, under the indentures, the rights of holders of a series of debt securities may be changed by us
and the debenture trustee with the written consent of the holders of at least a majority in aggregate principal amount
of the outstanding debt securities of each series that is affected. However, unless we provide otherwise in the
prospectus supplement applicable to a particular series of debt securities, we and the debenture trustee may make the
following changes only with the consent of each holder of any outstanding debt securities affected:
• extending the fixed maturity of the series of debt securities;
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• reducing the principal amount, reducing the rate of or extending the time of payment of interest, or
reducing any premium payable upon the redemption of any debt securities; or
• reducing the percentage of debt securities, the holders of which are required to consent to any amendment,
supplement, modification or waiver.
Discharge
Each indenture provides that we can elect to be discharged from our obligations with respect to one or more
series of debt securities, except for specified obligations, including obligations to:
• register the transfer or exchange of debt securities of the series;
14
• replace stolen, lost or mutilated debt securities of the series;
• maintain paying agencies;
• hold monies for payment in trust;
• recover excess money held by the debenture trustee;
• compensate and indemnify the debenture trustee; and
• appoint any successor trustee.
In order to exercise our rights to be discharged, we must deposit with the debenture trustee money or
government obligations sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities
of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each series only in fully registered form without coupons and, unless we
provide otherwise in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple
thereof. The indentures provide that we may issue debt securities of a series in temporary or permanent global form
and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company or another
depositary named by us and identified in a prospectus supplement with respect to that series. See “Legal Ownership
of Securities” for a further description of the terms relating to any book-entry securities.
At the option of the holder, subject to the terms of the indentures and the limitations applicable to global
securities described in the applicable prospectus supplement, the holder of the debt securities of any series can
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exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like
tenor and aggregate principal amount.
Subject to the terms of the indentures and the limitations applicable to global securities set forth in the
applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for
registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by
us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us
for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange,
we will impose no service charge for any registration of transfer or exchange, but we may require payment of any
taxes or other governmental charges.
We will name in the applicable prospectus supplement the security registrar, and any transfer agent in
addition to the security registrar, that we initially designate for any debt securities. We may at any time designate
additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through
which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment
for the debt securities of each series.
If we elect to redeem the debt securities of any series, we will not be required to:
• issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the
opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that
may be selected for redemption and ending at the close of business on the day of the mailing; or
• register the transfer of or exchange any debt securities so selected for redemption, in whole or in part,
except the unredeemed portion of any debt securities we are redeeming in part.
Information Concerning the Debenture Trustee
15
The debenture trustee, other than during the occurrence and continuance of an event of default under an
indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an
event of default under an indenture, the debenture trustee must use the same degree of care as a prudent person
would exercise or use in the conduct of his or her own affairs. Subject to this provision, the debenture trustee is
under no obligation to exercise any of the powers given it by the indentures at the request of any holder of debt
securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it
might incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the
interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one
or more predecessor securities, are registered at the close of business on the regular record date for the interest.
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We will pay principal of and any premium and interest on the debt securities of a particular series at the
office of the paying agents designated by us, except that unless we otherwise indicate in the applicable prospectus
supplement, we will make interest payments by check that we will mail to the holder or by wire transfer to certain
holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate the corporate trust
office of the debenture trustee in the City of New York as our sole paying agent for payments with respect to debt
securities of each series. We will name in the applicable prospectus supplement any other paying agents that we
initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of
payment for the debt securities of a particular series.
All money we pay to a paying agent or the debenture trustee for the payment of the principal of or any
premium or interest on any debt securities that remains unclaimed at the end of two years after such principal,
premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter
may look only to us for payment thereof.
Governing Law
The indentures and the debt securities will be governed by and construed in accordance with the laws of the
State of New York, except to the extent that the Trust Indenture Act of 1939 is applicable.
Subordination of Subordinated Debt Securities
The subordinated debt securities will be unsecured and will be subordinate and junior in priority of
payment to certain of our other indebtedness to the extent described in a prospectus supplement. The subordinated
indenture does not limit the amount of subordinated debt securities that we may issue, nor does it limit us from
issuing any other secured or unsecured debt.
DESCRIPTION OF RIGHTS
General
We may issue rights to our stockholders to purchase shares of our Common Stock, preferred stock or the other
securities described in this prospectus. We may offer rights separately or together with one or more additional rights,
debt securities, preferred stock, Common Stock, warrants or any combination of those securities in the form of units,
as described in the applicable prospectus supplement. Each series of rights will be issued under a separate rights
agreement to be entered into between us and a bank or trust company, as rights agent. The rights agent will act
solely as our agent in connection with the certificates relating to the rights of the series of certificates and will not
assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial
owners of rights. The following description sets forth certain general terms and provisions of the rights to which any
prospectus supplement may relate. The particular terms of the rights to which any prospectus supplement may relate
and the extent, if any, to which the general provisions may apply to the rights so offered will be described in the
applicable prospectus supplement. To the extent that any particular terms of the rights, rights agreement or rights
certificates described in a prospectus supplement differ from any of the terms described below, then the terms
described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read
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the applicable rights agreement and rights certificate for additional information before you decide whether to
purchase any of our rights.
We will provide in a prospectus supplement the following terms of the rights being issued:
• the date of determining the stockholders entitled to the rights distribution;
• the aggregate number of shares of Common Stock, preferred stock or other securities purchasable upon
exercise of the rights;
• the exercise price;
• the aggregate number of rights issued;
• whether the rights are transferrable and the date, if any, on and after which the rights may be separately
transferred;
• the date on which the right to exercise the rights will commence, and the date on which the right to exercise
the rights will expire;
• the method by which holders of rights will be entitled to exercise;
• the conditions to the completion of the offering, if any;
• the withdrawal, termination and cancellation rights, if any;
• whether there are any backstop or standby purchaser or purchasers and the terms of their commitment, if
any;
• whether stockholders are entitled to oversubscription rights, if any;
• any applicable U.S. federal income tax considerations; and
• any other terms of the rights, including terms, procedures and limitations relating to the distribution,
exchange and exercise of the rights, as applicable.
Each right will entitle the holder of rights to purchase for cash the amount of shares of Common Stock, preferred
stock or other securities at the exercise price provided in the applicable prospectus supplement. Rights may be
exercised at any time up to the close of business on the expiration date for the rights provided in the applicable
prospectus supplement.
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Holders may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment
and the rights certificate properly completed and duly executed at the corporate trust office of the rights agent or any
other office indicated in the prospectus supplement, we will, as soon as practicable, forward the shares of common
stock, preferred stock or other securities, as applicable, purchasable upon exercise of the rights. If less than all of the
rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other
than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including
pursuant to standby arrangements, as described in the applicable prospectus supplement.
Rights Agent
The rights agent for any rights we offer will be set forth in the applicable prospectus supplement.
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DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of Common Stock, preferred stock and/or debt securities in one or
more series. We may issue warrants independently or together with Common Stock, preferred stock and/or debt
securities, and the warrants may be attached to or separate from these securities. While the terms summarized below
will apply generally to any warrants that we may offer, we will describe the particular terms of any series of
warrants in more detail in the applicable prospectus supplement. The terms of any warrants offered under a
prospectus supplement may differ from the terms described below.
We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate
by reference from reports that we file with the Commission, the form of warrant agreement, including a form of
warrant certificate, that describes the terms of the particular series of warrants we are offering before the issuance of
the related series of warrants. The following summaries of material provisions of the warrants and the warrant
agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement
and warrant certificate applicable to the particular series of warrants that we may offer under this prospectus. We
urge you to read the applicable prospectus supplements related to the particular series of warrants that we may offer
under this prospectus, as well as any related free writing prospectuses, and the complete warrant agreements and
warrant certificates that contain the terms of the warrants.
General
We will describe in the applicable prospectus supplement the terms of the series of warrants being offered,
including:
• the offering price and aggregate number of warrants offered;
• the currency for which the warrants may be purchased;
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•
if applicable, the designation and terms of the securities with which the warrants are issued and the
number of warrants issued with each such security or each principal amount of such security;
•
if applicable, the date on and after which the warrants and the related securities will be separately
transferable;
•
in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable
upon exercise of one warrant and the price at, and currency in which, this principal amount of debt
securities may be purchased upon such exercise;
•
in the case of warrants to purchase Common Stock or preferred stock, the number of shares of Common
Stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at
which these shares may be purchased upon such exercise;
•
the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements
and the warrants;
• the terms of any rights to redeem or call the warrants;
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•
any provisions for changes to or adjustments in the exercise price or number of securities issuable upon
exercise of the warrants;
• the dates on which the right to exercise the warrants will commence and expire;
• the manner in which the warrant agreements and warrants may be modified;
•
a discussion of any material or special United States federal income tax consequences of holding or
exercising the warrants;
• the terms of the securities issuable upon exercise of the warrants; and
• any other specific terms, preferences, rights or limitations of or restrictions on the warrants.
Before exercising their warrants, holders of warrants will not have any of the rights of holders of the
securities purchasable upon such exercise, including:
• in the case of warrants to purchase debt securities, the right to receive payments of principal of, or
premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the
applicable indenture; or
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• in the case of warrants to purchase Common Stock or preferred stock, the right to receive dividends, if any,
or payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
Exercise of Warrants
Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus
supplement at the exercise price that we describe in the applicable prospectus supplement. Holders of the warrants
may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the
applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will
become void.
Holders of the warrants may exercise the warrants by delivering the warrant certificate representing the
warrants to be exercised together with specified information, and paying the required amount to the warrant agent in
immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse
side of the warrant certificate and in the applicable prospectus supplement the information that the holder of the
warrant will be required to deliver to the warrant agent.
Upon receipt of the required payment and the warrant certificate properly completed and duly executed at
the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement,
we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented
by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of
warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities
as all or part of the exercise price for warrants.
Governing Law
Unless we provide otherwise in the applicable prospectus supplement, the warrants and warrant agreements
will be governed by and construed in accordance with the laws of the State of New York.
Enforceability of Rights by Holders of Warrants
Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume
any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may
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act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case
of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to
initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without
the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its
right to exercise, and receive the securities purchasable upon exercise of, its warrants.
DESCRIPTION OF UNITS
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We may issue, in one more series, units consisting of Common Stock, preferred stock, debt securities
and/or warrants for the purchase of Common Stock, preferred stock and/or debt securities in any combination. While
the terms we have summarized below will apply generally to any units that we may offer under this prospectus, we
will describe the particular terms of any series of units in more detail in the applicable prospectus supplement. The
terms of any units offered under a prospectus supplement may differ from the terms described below.
We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate
by reference from reports that we file with the Commission, the form of unit agreement that describes the terms of
the series of units we are offering, and any supplemental agreements, before the issuance of the related series of
units. The following summaries of material terms and provisions of the units are subject to, and qualified in their
entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to a
particular series of units. We urge you to read the applicable prospectus supplements related to the particular series
of units that we may offer under this prospectus, as well as any related free writing prospectuses and the complete
unit agreement and any supplemental agreements that contain the terms of the units.
General
We will issue each unit so that the holder of the unit is also the holder of each security included in the unit.
Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit
agreement under which we issue a unit may provide that the securities included in the unit may not be held or
transferred separately, at any time or at any time before a specified date.
We will describe in the applicable prospectus supplement the terms of the series of units being offered,
including:
•
the designation and terms of the units and of the securities comprising the units, including whether and
under what circumstances those securities may be held or transferred separately;
• any provisions of the governing unit agreement that differ from those described below; and
•
any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities
comprising the units.
The provisions described in this section, as well as those described under “Description of Common Stock,”
“Description of Preferred Stock,” “Description of Debt Securities” and “Description of Warrants” will apply to each
unit and to any Common stock, preferred stock, debt security or warrant included in each unit, respectively.
Issuance in Series
We may issue units in such amounts and in such numerous distinct series as we determine.
Enforceability of Rights by Holders of Units
Each unit agent will act solely as our agent under the applicable unit agreement and will not assume any
obligation or relationship of agency or trust with any holder of any unit. A single bank or trust company may act as
unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default by
us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law
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or otherwise, or to make any demand upon us. Any holder of a unit may, without the consent of the related unit
agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security
included in the unit.
We, and any unit agent and any of their agents, may treat the registered holder of any unit certificate as an
absolute owner of the units evidenced by that certificate for any purpose and as the person entitled to exercise the
rights attaching to the units so requested, despite any notice to the contrary. See “Legal Ownership of Securities”
below.
LEGAL OWNERSHIP OF SECURITIES
We can issue securities in registered form or in the form of one or more global securities. We describe
global securities in greater detail below. We refer to those persons who have securities registered in their own names
on the books that we or any applicable trustee, depositary or warrant agent maintain for this purpose as the “holders”
of those securities. These persons are the legal holders of the securities. We refer to those persons who, indirectly
through others, own beneficial interests in securities that are not registered in their own names, as “indirect holders”
of those securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued in
book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities in book-entry form only, as we will specify in the applicable prospectus
supplement. This means securities may be represented by one or more global securities registered in the name of a
financial institution that holds them as depositary on behalf of other financial institutions that participate in the
depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn, hold
beneficial interests in the securities on behalf of themselves or their customers.
Only the person in whose name a security is registered is recognized as the holder of that security.
Securities issued in global form will be registered in the name of the depositary or its participants. Consequently, for
securities issued in global form, we will recognize only the depositary as the holder of the securities, and we will
make all payments on the securities to the depositary. The depositary passes along the payments it receives to its
participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary
and its participants do so under agreements they have made with one another or with their customers; they are not
obligated to do so under the terms of the securities.
As a result, investors in a book-entry security will not own securities directly. Instead, they will own
beneficial interests in a global security, through a bank, broker or other financial institution that participates in the
depositary’s book-entry system or holds an interest through a participant. As long as the securities are issued in
global form, investors will be indirect holders, and not holders, of the securities.
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Street Name Holders
We may terminate a global security or issue securities in non-global form. In these cases, investors may
choose to hold their securities in their own names or in “street name.” Securities held by an investor in street name
would be registered in the name of a bank, broker or other financial institution that the investor chooses, and the
investor would hold only a beneficial interest in those securities through an account he or she maintains at that
institution.
For securities held in street name, we will recognize only the intermediary banks, brokers and other
financial institutions in whose names the securities are registered as the holders of those securities, and we will make
all payments on those securities to them. These institutions pass along the payments they receive to their customers
who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are
legally required to do so. Investors who hold securities in street name will be indirect holders, not holders, of those
securities.
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Legal Holders
Our obligations, as well as the obligations of any applicable trustee and of any third parties employed by us
or a trustee, run only to the legal holders of the securities. We do not have obligations to investors who hold
beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether
an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities only
in global form.
For example, once we make a payment or give a notice to the holder, we have no further responsibility for
the payment or notice even if that holder is required, under agreements with depositary participants or customers or
by law, to pass it along to the indirect holders but does not do so. Similarly, we may want to obtain the approval of
the holders to amend an indenture, to relieve us of the consequences of a default or of our obligation to comply with
a particular provision of the indenture or for other purposes. In such an event, we would seek approval only from the
holders, and not the indirect holders, of the securities. Whether and how the holders contact the indirect holders is up
to the holders.
Special Considerations For Indirect Holders
If you hold securities through a bank, broker or other financial institution, either in book-entry form or in
street name, you should check with your own institution to find out:
• how it handles securities payments and notices;
• whether it imposes fees or charges;
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• how it would handle a request for the holders’ consent, if ever required;
•
whether and how you can instruct it to send you securities registered in your own name so you can be a
holder, if that is permitted in the future;
•
how it would exercise rights under the securities if there were a default or other event triggering the need
for holders to act to protect their interests; and
•
if the securities are in book-entry form, how the depositary’s rules and procedures will affect these
matters.
Global Securities
A global security is a security that represents one or any other number of individual securities held by a
depositary. Generally, all securities represented by the same global securities will have the same terms.
Each security issued in book-entry form will be represented by a global security that we deposit with and
register in the name of a financial institution or its nominee that we select. The financial institution that we select for
this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement, The
Depository Trust Company, New York, New York, known as DTC, will be the depositary for all securities issued in
book-entry form.
A global security may not be transferred to or registered in the name of anyone other than the depositary, its
nominee or a successor depositary, unless special termination situations arise. We describe those situations below
under “Special Situations When a Global Security Will Be Terminated.” As a result of these arrangements, the
depositary, or its nominee, will be the sole registered owner and holder of all securities represented by a global
security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests
must be held by means of an account with a broker, bank or other financial institution that in turn has an account
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with the depositary or with another institution that does. Thus, an investor whose security is represented by a global
security will not be a holder of the security, but only an indirect holder of a beneficial interest in the global security.
If the prospectus supplement for a particular security indicates that the security will be issued in global
form only, then the security will be represented by a global security at all times unless and until the global security is
terminated. If termination occurs, we may issue the securities through another book-entry clearing system or decide
that the securities may no longer be held through any book-entry clearing system.
Special Considerations For Global Securities
The rights of an indirect holder relating to a global security will be governed by the account rules of the
investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. We do
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not recognize an indirect holder as a holder of securities and instead deal only with the depositary that holds the
global security.
If securities are issued only in the form of a global security, an investor should be aware of the following:
•
an investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global
certificates for his or her interest in the securities, except in the special situations we describe below;
•
an investor will be an indirect holder and must look to his or her own bank or broker for payments on the
securities and protection of his or her legal rights relating to the securities, as we describe above;
•
an investor may not be able to sell interests in the securities to some insurance companies and to other
institutions that are required by law to own their securities in non-book-entry form;
•
an investor may not be able to pledge his or her interest in a global security in circumstances where
certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in
order for the pledge to be effective;
•
the depositary’s policies, which may change from time to time, will govern payments, transfers,
exchanges and other matters relating to an investor’s interest in a global security;
•
we and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its
records of ownership interests in a global security, nor do we or any applicable trustee supervise the
depositary in any way;
•
the depositary may, and we understand that DTC will, require that those who purchase and sell interests in
a global security within its book-entry system use immediately available funds, and your broker or bank
may require you to do so as well; and
•
financial institutions that participate in the depositary’s book-entry system, and through which an investor
holds its interest in a global security, may also have their own policies affecting payments, notices and
other matters relating to the securities.
There may be more than one financial intermediary in the chain of ownership for an investor. We do not
monitor and are not responsible for the actions of any of those intermediaries.
Special Situations When a Global Security Will Be Terminated
In a few special situations described below, the global security will terminate and interests in it will be
exchanged for physical certificates representing those interests. After that exchange, the choice of whether to hold
securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to
find out how to have their interests in securities transferred to their own name, so that they will be direct holders. We
have described the rights of holders and street name investors above.
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Unless we provide otherwise in the applicable prospectus supplement, the global security will terminate
when the following special situations occur:
•
if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for
that global security and we do not appoint another institution to act as depositary within 90 days;
• if we notify any applicable trustee that we wish to terminate that global security; or
•
if an event of default has occurred with regard to securities represented by that global security and has not
been cured or waived.
The prospectus supplement may also list additional situations for terminating a global security that would
apply only to the particular series of securities covered by the applicable prospectus supplement. When a global
security terminates, the depositary, and not we or any applicable trustee, is responsible for deciding the names of the
institutions that will be the initial direct holders.
PLAN OF DISTRIBUTION
We may sell the securities covered by this prospectus from time to time. Registration of the securities
covered by this prospectus does not mean, however, that those securities will necessarily be offered or sold. We may
sell the securities separately or together: through one or more underwriters in a public offering and sale by them;
directly to investors (in those jurisdictions where we are authorized to do so); through agents; or through a
combination of any of these methods of sale. We may sell the securities from time to time: in one or more
transactions at a fixed price or prices that may be changed from time to time; at market prices prevailing at the time
of sale; at prices related to prevailing market prices; or at negotiated prices. We will describe the method of
distribution of the securities and the terms of the offering in the applicable prospectus supplement.
If underwriters are used for the sale of any securities, the securities will be acquired by the underwriters for
their own account and may be resold from time to time in one or more transactions described above. The securities
may be either offered to the public through underwriting syndicates represented by managing underwriters, or
directly by underwriters. Generally, the underwriters’ obligations to purchase the securities will be subject to
conditions precedent and the underwriters will be obligated to purchase all of the securities if they purchase any of
the securities. We may grant underwriters who participate in the distribution of securities an option to purchase
additional securities in connection with the distribution. Any underwriter or agent involved in the offer and sale of
the securities will be named in the related prospectus supplement.
Underwriters may offer and sell the securities at a fixed price or prices that may be changed, at market
prices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiated prices. We also
may, from time to time, authorize dealers, acting as our agents, to offer and sell the securities upon the terms and
conditions described in the related prospectus supplement. Underwriters may receive compensation from us in the
form of underwriting discounts or commissions and may also receive commissions from purchasers of the securities
for whom they may act as agent. Underwriters may sell the securities to or through dealers, and the dealers may
receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions,
which may be changed from time to time, from the purchasers for whom they may act as agents.
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Any underwriting compensation paid by us to underwriters or agents in connection with the offering of the
securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers, will be
stated in the related prospectus supplement. Dealers and agents participating in the distribution of the securities may
be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them
on resale of the securities may be deemed to be underwriting discounts and commissions under the applicable
securities laws.
Shares of our Common Stock are quoted on the NYSE MKT. In connection with any offering of securities,
the underwriters may purchase and sell securities in the open market and engage in over-allotment transactions,
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short-covering transactions, penalty bids and stabilizing transactions in accordance with Regulation M under the
Exchange Act. Over-allotment involves sales of securities in excess of the offering size of securities to be purchased
by the underwriters in an offering, which creates a short position for the underwriters. Short-covering transactions
involve purchases of the securities in the open market after the distribution has been completed in order to cover
short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the
securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Stabilizing
transactions consist of certain bids or purchases of securities made for the purpose of preventing or retarding a
decline in the market price of the securities while the offering is in progress. Any of these activities may have the
effect of preventing or retarding a decline in the market price of the securities being offered. They may also cause
the price of the securities being offered to be higher than the price that otherwise would exist in the open market in
the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or
otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time. We
make no representation as to the direction or magnitude of any affect that such transactions may have on the price of
the securities.
Underwriters, dealers and agents may be entitled, under agreements entered into with us to indemnification
by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to
payments made by such underwriters, dealers or agents related to such civil liabilities.
Certain of the underwriters, dealers or agents and their associates may engage in transactions with, and
perform other services for us in the ordinary course of business for which they may receive compensation.
VALIDITY OF THE SECURITIES
The validity of the securities offered and to be offered hereby and certain other legal matters will be passed
upon for us by McDonald Carano Wilson LLP, Reno, Nevada. Counsel for any underwriter or agent will be named
in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements, and the related financial statement schedule, incorporated in this
Prospectus by reference from the Company's Annual Report on Form 10-K, and the effectiveness of the Company's
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internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated
financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
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Shares
Common Stock
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PROSPECTUS SUPPLEMENT
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December 28, 2017