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LODE > SEC Filings for LODE > Form 8-K on 19-Nov-2012All Recent SEC Filings

Show all filings for COMSTOCK MINING INC.

Form 8-K for COMSTOCK MINING INC.


19-Nov-2012

Entry into a Material Definitive Agreement, Financial Statements and Exhibit


Item 1.01. Entry into a Material Definitive Agreement.

On November 13, 2012, Comstock Mining Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") between the Company and Global Hunter Securities, LLC, as representative of the several underwriters listed in Schedule A thereto (the "Underwriters"), pursuant to which the Company agreed to sell 3,692,673 shares of the Company's common stock (the "Shares") to the Underwriters at a public offering price of $2.19 per share, less an underwriting discount of $0.1533 per share. The Company also granted the Underwriters a 30-day option to purchase up to an additional 553,900 Shares at the same public offering price, to cover over-allotments. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and customary conditions to closing, indemnification rights and obligations of the parties. The foregoing description of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement, which is incorporated herein by reference and is attached hereto as Exhibit 1.1. The offering of the Shares closed on November 19, 2012.

Copies of the Company's press releases announcing the pricing of the offering of the Shares are attached to this report as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

The opinion of McDonald Carano Wilson LLP regarding the validity of the Shares is attached hereto as Exhibit 5.1.



Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

  1.1          Underwriting Agreement dated as of November 13, 2012, between
               Comstock Mining Inc. and Global Hunter Securities, LLC, as
               representative of the several underwriters listed in Schedule A
               thereto.

  5.1          Opinion of McDonald Carano Wilson LLP regarding the validity of the
               Shares.

  99.1         Press release dated November 14, 2012 announcing pricing of
               offering.

  99.2         Press release dated November 19, 2012 announcing closing of
               offering.

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