Tonogold Resources Inc (TNGL)

[ComstockRoyalty]

100% ACQUISITION News...........

I'm watching and waiting patiently. =)

Tonogold to Acquire 100% of Iron Ore Project, Mexico

LA JOLLA, Calif., May 8, 2014 (GLOBE NEWSWIRE) -- Tonogold Resources Inc. (OTC:TNGL) (the "Company") is pleased to announce it has agreed terms with the owners of Mil-ler Resources and Energy SA de CV ("Mil-ler"), owner of the Nevmex producing iron ore project located near Hermosillo, Sonora in Mexico, to merge the companies in a non-cash transaction as an alternative to the previous arrangements.

This new deal will result in the existing iron ore operations being 100% owned by Tonogold upon the issue of 541 million Tonogold shares to the shareholders of Mil-ler (subject to Tonogold shareholders approving a 1 for 10 reverse share split and an adjustment to the authorized capital to enable the shares to be issued).

The shareholders of Mil-ler have mutually agreed to a self-imposed trading restriction (in excess to those imposed by the SEC) with 75% of the shares issued being subject to at least a 12-month hold period, 50% an 18-month hold, and 25% subject to a 24-month hold, reflecting the long-term investment strategy of the current owners of Mil-ler.

On April 1, 2014, Tonogold announced that it had mandated EAS Advisors, LLC ("EAS") to provide equity capital market advice and through Merriman Capital Inc. to assist the Company in its capital raising requirements in order to fund the acquisition of Mil-ler.

EAS undertook a site visit to evaluate the Mil-ler operations and meet with its stakeholders and subsequently recommended that the companies merge in order to align shareholders' interests and make the investment more attractive to US investors. EAS reviewed the entire operations from the mine to port for the benefit of the shareholders of the Company.

As a consequence of Tonogold securing 100% of Mil-ler, the capital raising has increased from that previously announced (of $6 million) to $14 million to more rapidly advance the expansion and exploration of the Nevmex projects. The Company and EAS have received encouraging feedback in early discussions.

The increased offering will enable Tonogold to fund significant opportunities that have been identified not only on the project's 135-square miles of prospective tenements but also to fund a number of regional consolidation opportunities as part of Tonogold's significant growth objectives. Tonogold has an initial target to produce over 700,000 tonnes per year of Iron Ore within a 6-month time frame.

Tonogold has recently completed a $600,000 short-term loan note, convertible into shares at 5 cents per share or repaid (at the holders election following completion of the capital raising) to provide Tonogold with working capital in the short-term.

The Company expects to approve the issue of shares to Mil-ler and complete the 1:10 reverse share split at a Meeting of Shareholders in June 2014. Shareholders will be duly notified of this meeting in accordance with Notice of Meetings requirements.

The Company is continuing to work with its advisors in a bid to become a fully reporting entity as soon as possible. Additionally, we expect the reverse share split share price will provide Tonogold the opportunity to list on secondary exchanges in the near-term, as well attract a broader investor base.