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Tonogold Significantly Advances Comstock Acquisition

La Jolla, CA (September 23rd, 2019) Tonogold Resources, Inc. (“Tonogold”) (OTC: TNGL) announces significant advancement in respect of its Comstock Lode acquisition.

On January 24th 2019, Tonogold and Comstock Mining Inc (“Comstock”) entered into an agreement whereby Tonogold would acquire (i) a 100% interest in the Lucerne project and (ii) 100% rights over Comstock’s Storey County claims, including those covering the significant historic production at Gold Hill and Virginia City (“Storey Exploration Claims”) for total consideration of $15 million. The Completion of both were to occur simultaneously at Closing.

As a result of constructive negotiations over the past few weeks, Comstock and Tonogold have agreed to separate these two components and the parties have entered into a modification agreement whereby effective September 16th 2019, Comstock unconditionally granted Tonogold 100% rights to explore, develop and mine over the Storey Exploration Claims, which cover some 3,200 acres (319 separate claims).

In consideration, Tonogold has agreed to the early termination of the Joint Venture Agreement entered into by the parties in October 2017, which provided Tonogold with the right to earn a 51% interest in the Lucerne project. Under the January 2019 agreement, termination of the JV arrangement was to occur at Closing, when Tonogold assumes 100% ownership of Lucerne project.

Tonogold has paid Comstock $7.425 million to date toward the $15 million total consideration (including a redeemable preference share for $3.5 million) and is due to pay $3.635 million on Closing, which is now required to occur on or before October 15th 2019, with the remaining $3.95 million payable over 6-months commencing January 31st 2020.

In addition, Tonogold advises that its Convertible Loan Note (Series 3) has formally closed.

About Tonogold Resources, Inc.

Tonogold Resources, Inc. is a minerals exploration company based in California. Tonogold Resources is a leading junior mining company focused in developing advanced stage projects in the Americas. The company´s strengths are represented by two pillars; its unique capacity 2 / 4 to identify assets with the potential to become well stablished mines, thus, its actual project portfolio and a strong platform that facilitates project development. For more information on the company visit their website www.tonogold.com.

Forward-Looking Statements

This press release and any related calls or discussions may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Comstock and Tonogold. Forward-looking statements are statements that are not historical facts. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements include statements about matters such as: capital raising activities and negotiations; market conditions; future changes in exploration activities, production capacity and operations; future exploration, production, operating and overhead costs; production of feasibility studies, technical reports or other findings related to estimated mineralization; operational and management restructuring activities; capital expenditures (by Comstock, Tonogold or other parties) and their impact; investments, acquisitions, joint ventures, strategic alliances, business combinations, asset sales; consulting, operational, tax, financial and capital projects and initiatives; contingencies; environmental compliance and changes in the regulatory environment; 2 offerings, sales, equity dilution, and other actions regarding debt or equity securities; including a redemption of the debenture, and future working capital, costs, revenues, business opportunities, debt levels, cash flows, margins, earnings and growth. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “would,” “potential” and similar expressions identify forward-looking statements, but are not the exclusive means of doing so. These statements are based on assumptions and assessments made by the management of Comstock and Tonogold in light of their experience and their perception of historical and current trends, current conditions, possible future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations or warranties and are subject to risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements. Some of those risks and uncertainties include the risk factors discussed in Item 1A, “Risk Factors” of the annual report on Form 10-K of Comstock. Occurrence of such events or circumstances could have a material adverse effect on the business, financial condition, results of operations or cash flows or the market price of Comstock and Tonogold’s securities. All subsequent written and oral forward-looking statements by or attributable to Comstock, Tonogold or persons acting on their behalf are expressly qualified in their entirety by these factors. Neither Comstock nor Tonogold undertake any obligation to publicly update or revise any forward-looking statement.

Neither this press release nor any related calls or discussions constitutes an offer to sell or the solicitation of an offer to buy any other securities or Tonogold.

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