Mackay Gold & Silver Completes Acquisition of Comstock Inc.'s Nevada Mining Assets to Further Consolidate the Comstock District
Rhea-AI Summary
Mackay Gold & Silver (OTCQB: MKGSF, TSXV: MACK) has completed the acquisition of 100% of Comstock Inc.’s Nevada mining assets in Storey and Lyon Counties, known as the Silver City Lode Properties, via its subsidiary Mackay Precious Metals. The deal expands Mackay’s land position by 70% to 4,343 ha (43 km²), creating the largest consolidated claim package in Comstock District history and uniting the Silver City, Occidental-Brunswick and Comstock lode systems under single ownership.
Consideration includes US$20 million cash at closing, 2,000,000 Mackay shares, a secured US$7 million second tranche due by December 21, 2027, and a conditional US$10 million contingent payment. Comstock also assigned about US$4 million in reclamation bond collateral and retains a net smelter returns royalty that Mackay can fully buy back. The transaction has conditional, but not yet final, TSX Venture Exchange approval.
Positive
- Land package +70% to 4,343 ha (43 km²) in Comstock District
- US$20 million cash consideration complemented by non-cash 2,000,000-share issuance
- Acquired roughly US$4 million in reclamation surety bond cash collateral
- Second tranche of US$7 million deferred until on or before December 21, 2027
- NSR royalty can be fully bought out for US$3.5–7 million, providing flexibility
- Conditional approval for the acquisition received from the TSX Venture Exchange
Negative
- Immediate cash outlay of US$20 million plus 2,000,000 new common shares issued
- Obligation to pay up to US$7 million in a second tranche by December 21, 2027
- Potential US$10 million contingent payment if mine construction or qualifying change of control occurs
- Comstock retains an NSR royalty of up to 1.5% (subject to existing burdens)
- Royalty buyout cost increases to US$7 million if contingent payment period lapses unpaid
- Acquisition still requires final TSX Venture Exchange approval to be fully cleared
News Explained
The completed acquisition leaves 2,000,000 issued shares restricted through February 2029, while final Exchange approval remains pending.
The acquisition is described as completed, but final Exchange approval remains outstanding; the 2,000,000 shares issued to Comstock cannot all become freely transferable until
The contractual hold releases those shares in four equal stages beginning
The contingent
The next specified milestones are final Exchange approval and the
AI-generated analysis. How Rhea-AI works. Not financial advice.
Vancouver, British Columbia--(Newsfile Corp. - August 24, 2026) - Mackay Gold & Silver Corp. (TSXV: MACK) (OTCQB: MKGSF) ("Mackay" or the "Company") is pleased to announce that further to its press release dated June 22, 2026, it has completed its acquisition of
"The historic Comstock District hosted some of the most productive mining ground in nineteenth century America, and we believe there is a lot more gold and silver to be found," stated Darwin Green, CEO of Mackay. "Since the Company's inception, Mackay has been intently focused on consolidation of the patchwork of mining properties that make up the district, which we view as a prerequisite to applying the type of modern, large-scale, systematic exploration the district deserves. The close of this acquisition is a pivotal advancement in this goal, uniting the district's three major vein systems, the Silver City Lode, Occidental-Brunswick Lode and Comstock Lode, under single ownership for the first time. The acquisition adds two oxide gold-silver deposits supported by recent S-K 1300 historical estimates*, plus a permitted heap-leach and Merrill-Crowe processing facility providing future development optionality. Mackay is well funded, and with two drill rigs already turning, our team is eager to unlock the Comstock's potential."
Figure 1. Claim map of Mackay Gold & Silver Corp's mineral tenures in the historic Comstock District, Nevada, highlighting newly acquired ground from Comstock Inc.
To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/12351/310972_048d142024a0eb9e_001full.jpg
Pursuant to the terms of the securities purchase agreement dated June 21, 2026 (the "Agreement") between Comstock, the Company and the Company's wholly-owned US subsidiary Mackay Precious Metals Inc. (the "Buyer"), the Buyer acquired all of the issued and outstanding membership interests in Comstock Mining LLC, Comstock Processing LLC, and Comstock Exploration and Development LLC, and all of the issued and outstanding shares of capital stock of Comstock Real Estate Inc. (collectively, the "Acquired Entities"). The Acquired Entities own or control the SCL Properties, representing effectively all of Comstock's property interests and assets within the historic Comstock Mining District. On closing of the acquisition, Comstock also assigned to the Buyer the cash collateral for the reclamation surety bond on the American Flats processing facility and Lucerne Mine in the approximate amount of US
In consideration for the acquisition of the Acquired Entities, on closing the Buyer paid US
Comstock retains a net smelter returns royalty (the "NSR Royalty") on the SCL Properties at a rate (the "Royalty Rate") of
For further information on the SCL Properties and the terms of the Agreement, see the Company's press release dated June 22, 2026.
The Company obtained the conditional approval of the Exchange for the acquisition of the Acquired Entities. The acquisition remains subject to the customary final approval process of the Exchange. The First Tranche Shares are subject to a hold period expiring on December 22, 2026 in accordance with applicable securities laws. The First Tranche Shares are also subject to a contractual hold period, such that
Qualified Person
The scientific and technical information contained in this news release has been reviewed and approved by Darwin Green, Chief Executive Officer and director of the Company, and a Qualified Person under NI 43-101. Mr. Green is not independent of the Company.
Mackay Gold & Silver Corp.
Mackay Gold & Silver Corp. is a Nevada-focused gold and silver exploration company with
On behalf of the Board of Directors
Darwin Green,
Chief Executive Officer and Director
Further Information
For further information, please contact:
Mackay Gold & Silver Corp.
Suite 405, 375 Water Street,
Vancouver, British Columbia V6B 5C6
Canada
| Contact: | Darwin Green |
| Telephone: | 604-283-0798 |
| Email: | info@mackaycorp.com |
| Website: | mackaycorp.com |
*Notes: Refers to the Lucerne and Dayton oxide gold-silver deposits (see Company news release dated June 22, 2026). The Lucerne and Dayton Deposit resource estimates are historical in nature and are treated as historical estimates under National Instrument 43-101 - Standards of Disclosure for Mineral Estimates ("NI 43-101"). A Qualified Person (as defined in NI 43-101) has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves. Mackay is not treating the historical estimate as current mineral resources, and the historical estimate should not be relied upon. It is being shared strictly for informational purposes. The Company believes that the historical estimate is relevant to an appraisal of the merits of the SCL Properties and forms a basis upon which to develop future exploration programs. While the historical estimate has not been independently verified by the Company, the public disclosure of the data and its preparation in accordance with S-K 1300 indicates that the historical estimate was prepared to a reasonably high standard.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes, among other things, information regarding: the ability of the Company to carry out its exploration and land consolidation strategies and the timeline thereof and the discovery potential for the Comstock District.
Readers are cautioned that forward-looking information is not based on historical facts but instead reflect management of the Company's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are, among other things, the following: the ability of the Company to obtain regulatory approval, changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; stock market volatility that may adversely affect the price of the Company's securities; the ability of the Company to carry out its exploration and land consolidation activities as currently contemplated; and compliance with extensive government regulation. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
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