PGLC / Pershing Gold Corporation - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

PGLC / Pershing Gold Corporation 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37481 Pershing Gold Corporation (Exact name of registrant as specified i

PGLC / Pershing Gold Corporation / Honig Barry C - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 64)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) PERSHING GOLD CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 715302204

AGREEMENT TO FILE JOINT SCHEDULE 13D

Exhibit 99.1 AGREEMENT TO FILE JOINT SCHEDULE 13D Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of the common stock of Pershing Gold Corporation, a Nevada corporati

Third Amended and Restated Bylaws of Pershing Gold Corporation

Exhibit 3.1 THIRD AMENDED AND RESTATED BYLAWS OF PERSHING GOLD CORPORATION, a Nevada corporation ARTICLE I Meetings of Stockholder(s) Section 1. PLACE OF MEETINGS. All annual meetings of stockholder(s) and all other meetings of stockholder(s) shall be held at any place or places within or without the State of Nevada which may be designated either by written consent of all stockholder(s) entitled t

AMERICAS SILVER ANNOUNCES CREATION OF A PRECIOUS METAL GROWTH COMPANY

Exhibit 99.1 AMERICAS SILVER ANNOUNCES CREATION OF A PRECIOUS METAL GROWTH COMPANY TORONTO, ONTARIO—April 3, 2019—Americas Silver Corporation (TSX: USA) (NYSE American: USAS) (“Americas Silver” or the “Company”) is pleased to announce the closing of the acquisition of Pershing Gold Corporation (“Pershing”), originally announced on September 28, 2018 (the “Transaction”), and a financing package to

Letter of KBL, LLP dated April 9, 2019

Exhibit 16.1 April 9, 2019 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Ladies and Gentlemen: We have read the statements made by Pershing Gold Corporation in its Form 8-K dated April 9, 2019, which we understand will be filed with the Commission pursuant to Item 4 of Form 8-K. We agree with the statements concerning our firm in such Form 8-K. Very truly yours, /s/ KBL,

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2019 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 001-37481 26-0657736 (State or other jurisdiction of incorporation) (Commission F

Second Amended and Restated Articles of Incorporation of Pershing Gold Corporation

Exhibit 3.2

PGLC / Pershing Gold Corporation POS AM

As filed with the Securities and Exchange Commission on April 9, 2019 Registration Statement No.

PGLC / Pershing Gold Corporation POS AM

As filed with the Securities and Exchange Commission on April 9, 2019 Registration Statement No.

PGLC / Pershing Gold Corporation POS AM

As filed with the Securities and Exchange Commission on April 9, 2019 Registration Statement No.

PGLC / Pershing Gold Corporation POS AM

As filed with the Securities and Exchange Commission on April 9, 2019 Registration Statement No.

PGLC / Pershing Gold Corporation POS AM

As filed with the Securities and Exchange Commission on April 9, 2019 Registration Statement No.

PGLC / Pershing Gold Corporation POS AM

As filed with the Securities and Exchange Commission on April 9, 2019 Registration Statement No.

PGLC / Pershing Gold Corporation POS AM

POS AM 1 tv518466posam.htm POS AM As filed with the Securities and Exchange Commission on April 9, 2019 Registration Statement No. 333-211297 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERSHING GOLD CORPORATION (Exact name of registrant as specified in its charter) Nevada

PGLC / Pershing Gold Corporation POS AM

As filed with the Securities and Exchange Commission on April 9, 2019 Registration Statement No.

PGLC / Pershing Gold Corporation POS AM

As filed with the Securities and Exchange Commission on April 9, 2019 Registration Statement No.

PGLC / Pershing Gold Corporation POS AM

As filed with the Securities and Exchange Commission on April 9, 2019 Registration Statement No.

PGLC / Pershing Gold Corporation POS AM

As filed with the Securities and Exchange Commission on April 9, 2019 Registration Statement No.

PGLC / Pershing Gold Corporation POS AM

As filed with the Securities and Exchange Commission on April 9, 2019 Registration Statement No.

USAPF / Americas Silver Corporation FORM 425 (Prospectus)

Filed by Americas Silver Corporation (Commission File No.: 001-37982) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Pershing Gold Corporation (Commission File No.: 001-37481) AMERICAS SILVER ANNOUNCES CREATION OF A PRECIOUS METAL GROWTH COMPANY TORONTO, ONTARIO—April 3, 2019—Americas Silver Cor

USAPF / Americas Silver Corporation AMERICAS SILVER CORPORATION FORM 425 (Prospectus)

Filed by Americas Silver Corporation (Commission File No.: 001-37982) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Pershing Gold Corporation (Commission File No.: 001-37481) AMERICAS SILVER RELEASES HIGHLIGHTS FROM EL CAJÓN AND ZONE 120 PRE-FEASIBILITY STUDY TORONTO, ONTARIO—April 3, 2019—Amer

USAPF / Americas Silver Corporation AMERICAS SILVER CORPORATION 425 (Prospectus)

Filed by Americas Silver Corporation (Commission File No.: 001-37982) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Pershing Gold Corporation (Commission File No.: 001-37481) Americas Silver and Pershing Gold Announce Completion of CFIUS Review and Expected Closing of Transaction TORONTO-(BUSIN

List of Subsidiaries*

Exhibit 21.1 SUBSIDIARIES NAME STATE OF INCORPORATION Gold Acquisition Corp. Nevada Pershing Royalty Company Delaware Blackjack Gold Corporation Nevada

PGLC / Pershing Gold Corporation FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37481 PERSHING GOLD C

Mine Safety Disclosure *

Exhibit 95.1 Pershing Gold Corporation Mine Safety Disclosure (Unaudited) Information for the year ended December 31, 2018 follows: Mine (Federal Mine Safety and Health Administration (MSHA) ID) Total # of Significant & Substantial violations under §104 (a) Total # of orders under §104(b) (a) Total # of unwarran table failure citations and orders under §104(d) (a) Total # of violations under §110(

PGLC / Pershing Gold Corporation NT 10-K

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 001-37481 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: 12/31/2018 ¨ Transit

First Amendment to Agreement and Plan of Merger, dated March 1, 2019, among Pershing Gold Corporation, Americas Silver Corporation, and R Merger Sub, Inc.

Exhibit 10.1 FIRST AMENDMENT TO MERGER AGREEMENT THIS AMENDMENT is made as of March 1, 2019 between Americas Silver Corporation (the “Purchaser”), R Merger Sub, Inc. (“Acquireco”), and Pershing Gold Corporation (the “Company”). WHEREAS: A. The Purchaser, Acquireco and the Company entered into an agreement and plan of merger dated September 28, 2018 (the “Merger Agreement”); B. Pursuant to Section

Second Amendment to Offer of Employment, dated March 1, 2019, between Pershing Gold Corporation and Tim Janke.

Exhibit 10.3 SECOND AMENDMENT TO OFFER OF EMPLOYMENT This Second Amendment to Offer of Employment (“Amendment”) is effective as of March 1, 2019 (“Effective Date”), by and between Pershing Gold Corporation, a Nevada corporation (the “Company”), and Timothy M. Janke (the “Employee”), and amends that certain Offer of Employment between the Company and Employee dated January 10, 2018, as previously a

Second Amendment to Fourth Amended Severance Compensation Agreement, dated March 1, 2019, between Pershing Gold Corporation and Eric Alexander.

Exhibit 10.2 SECOND AMENDMENT TO FOURTH AMENDED SEVERANCE COMPENSATION AGREEMENT This Second Amendment to Fourth Amended Severance Compensation Agreement (“Amendment”) is effective as of March 1, 2019 (“Effective Date”), by and between Pershing Gold Corporation, a Nevada corporation (the “Company”), and Eric Alexander (the “Employee”), and amends that certain Fourth Amended Severance Compensation

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2019 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 001-37481 26-0657736 (State or other jurisdiction of incorporation) (Commission F

USAPF / Americas Silver Corporation AMERICAS SILVER CORPORATION 425 (Prospectus)

Filed by Americas Silver Corporation (Commission File No.: 001-37982) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Pershing Gold Corporation (Commission File No.: 001-37481) Americas Silver Corporation Reports Fourth Quarter and Year-End 2018 Financial Results and Provides 2019 Guidance TORONT

PGLC / Pershing Gold Corporation / Ruffer LLP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

USAPF / Americas Silver Corporation AMERICAS SILVER CORPORATION 425 (Prospectus)

425 1 a51930606.htm AMERICAS SILVER CORPORATION 425 Filed by Americas Silver Corporation (Commission File No.: 001-37982) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Pershing Gold Corporation (Commission File No.: 001-37481) Americas Silver Corporation Provides Fourth Quarter and Annual 2018

Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2019 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 001-37481 26-0657736 (State or other jurisdiction of incorporation) (Commission

AMERICAS SILVER AND PERSHING GOLD ANNOUNCE RESPECTIVE SHAREHOLDER APPROVALS FOR BUSINESS COMBINATION

Exhibit 99.1 AMERICAS SILVER AND PERSHING GOLD ANNOUNCE RESPECTIVE SHAREHOLDER APPROVALS FOR BUSINESS COMBINATION TORONTO, ONTARIO—January 9, 2019—Americas Silver Corporation (TSX: USA) (NYSE American: USAS) (“Americas Silver” or the “Company”) and Pershing Gold Corporation (NASDAQ: PGLC) (TSX: PGLC) (FWB: 7PG1) (“Pershing Gold”) are pleased to announce that their respective shareholders have prov

USAPF / Americas Silver Corporation AMERICAS SILVER CORPORATION 425 (Prospectus)

Filed by Americas Silver Corporation (Commission File No.: 001-37982) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Pershing Gold Corporation (Commission File No.: 001-37481) AMERICAS SILVER PROVIDES UPDATES ON THE PERSHING GOLD TRANSACTION AND THE SAN FELIPE PROPERTY OPTION TORONTO, ONTARIO—Ja

AGREEMENT TO FILE JOINT SCHEDULE 13D

Exhibit 99.1 AGREEMENT TO FILE JOINT SCHEDULE 13D Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of the common stock of Pershing Gold Corporation, a Nevada corporati

PGLC / Pershing Gold Corporation / Honig Barry C - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 63)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) PERSHING GOLD CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 715302204

PGLC / Pershing Gold Corporation DEFM14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ De

USAPF / Americas Silver Corporation AMERICAS SILVER CORPORATION 425 (Prospectus)

Filed by Americas Silver Corporation (Commission File No.: 001-37982) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Pershing Gold Corporation (Commission File No.: 001-37481) AMERICAS SILVER PROVIDES PERSHING GOLD TRANSACTION AND GENERAL CORPORATE UPDATES TORONTO, ONTARIO—November 26, 2018—Amer

USAPF / Americas Silver Corporation AMERICAS SILVER CORPORATION FORM 425 (Prospectus)

Form 425Filed by Americas Silver Corporation(Commission File No.: 001-37982)Pursuant to Rule 425 under the Securities Act of 1933and deemed filed pursuant to Rule 14a-12of the Securities Exchange Act of 1934Subject Company: Pershing Gold Corporation(Commission File No.: 001-37481) NYSE American USAS TSX USA Third Quarter 2018 Earnings Conference CallNOVEMBER 5, 2018 FORWARD-LOOKING STATEMENTS Safe

USAPF / Americas Silver Corporation AMERICAS SILVER CORPORATION 425 (Prospectus)

Filed by Americas Silver Corporation (Commission File No.: 001-37982) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Pershing Gold Corporation (Commission File No.: 001-37481) AMERICAS SILVER CORPORATION REPORTS THIRD QUARTER 2018 FINANCIAL RESULTS TORONTO, ONTARIO—November 4, 2018—Americas Silv

PGLC / Pershing Gold Corporation / Honig Barry C - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 62)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) PERSHING GOLD CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 715302204

AGREEMENT TO FILE JOINT SCHEDULE 13D

Exhibit 99.1 AGREEMENT TO FILE JOINT SCHEDULE 13D Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of the common stock of Pershing Gold Corporation, a Nevada corporati

PGLC / Pershing Gold Corporation FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-37481 Pershi

Certificate of Designation for Series E Convertible Preferred Stock, as amended on September 28, 2018.

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES E CONVERTIBLE PREFERRED STOCK OF PERSHING GOLD CORPORATION PERSHING GOLD CORPORATION, a Nevada corporation, certifies that pursuant to the authority contained in Section 3.03 of its Amended and Restated Articles of Incorporation, as amended from time to time prior to the date hereof, and in accordance with the provisions of Section 78.195 of the Pri

USAPF / Americas Silver Corporation 425 (Prospectus)

Filed by Americas Silver Corporation (Commission File No.: 001-37982) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Pershing Gold Corporation (Commission File No.: 001-37481) Americas Silver CORPORATION PROVIDES updated mineral reserve and resource estimates TORONTO, ONTARIO—October 11, 2018—Am

PGLC / Pershing Gold Corporation / Honig Barry C - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 61)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) PERSHING GOLD CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 715302204

Joint Filing Agreement among Barry Honig, GRQ 401K, GRQ Inc., Roth 401K, and GRQ DBO

Exhibit 99.1 AGREEMENT TO FILE JOINT SCHEDULE 13D Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of the common stock of Pershing Gold Corporation, a Nevada corporati

VOTING SUPPORT AGREEMENT

Exhibit 99.3 Execution Version VOTING SUPPORT AGREEMENT THIS AGREEMENT is made as of September 28, 2018. BETWEEN: BARRY HONIG, (the “Shareholder”) - and - AMERICAS SILVER CORPORATION, a corporation governed by the laws of Canada (“Americas Silver”) RECITALS: WHEREAS, concurrently with the execution of this agreement, Americas Silver, Pershing Gold Corporation, a Nevada corporation (“Pershing” or t

USAPF / Americas Silver Corporation 425 (Prospectus)

Filed by Americas Silver Corporation (Commission File No.: 001-37982) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Pershing Gold Corporation (Commission File No.: 001-37481) AMERICAS SILVER CORPORATION AND PERSHING GOLD CORPORATION CONFERENCE CALL October 1, 2018 8:30 a.m. EST CORPORATE PARTIC

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2018 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 001-37481 26-0657736 (State or other jurisdiction of incorporation) (Commiss

AMERICAS SILVER CORPORATION AND PERSHING GOLD CORPORATION

Exhibit 99.1 AMERICAS SILVER CORPORATION AND PERSHING GOLD CORPORATION CONFERENCE CALL October 1, 2018 8:30 a.m. EST CORPORATE PARTICIPANTS Darren Blasutti, President & CEO of Americas Silver Corporation Steve Alfers, Executive Chairman & CEO CONFERENCE CALL PARTICIPANTS Darren Blasutti, President & CEO of Americas Silver Corporation Steve Alfers, Executive Chairman & CEO Darren Dell, Chief Operat

Amendment to Certificate of Designation of Series E Convertible Preferred Stock, dated September 28, 2018 (incorporated by reference to Exhibit 3.1 to Form 8-K of the Issuer dated September 28, 2018 and filed October 4, 2018)

Exhibit 3.1 *150303* BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Amendment to Certificate of Designation After Issuance of Class or Series (PURSUANT TO NRS 78.1955) Filed in the office of Barbara K. Cegavske Secretary of State State of Nevada Document Number 20180426354-85 Filing Date and Time 09/28/2018 1:30 P

Form of Director and Officer Support Agreement dated September 28, 2018 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 4, 2018)

Exhibit 10.1 SUPPORT AGREEMENT PERSHING GOLD CORPORATION September 28, 2018 TO: [Name of Director/Executive Officer] (the “Securityholder”) Pursuant to the terms and subject to the conditions of an Agreement and Plan of Merger dated as of September 28, 2018 (the “Merger Agreement”), among Americas Silver Corporation, a corporation incorporated under the federal laws of Canada (the “Purchaser”), Pe

Amendment to Offer Letter, dated September 28, 2018, between Pershing Gold Corporation and Tim Janke +

Exhibit 10.3 AMENDMENT TO OFFER OF EMPLOYMENT This Amendment to Offer of Employment (“Amendment”) is effective as of September 28, 2018 (“Effective Date”), by and among Pershing Gold Corporation, a Nevada corporation (the “Company”), and Timothy M. Janke (the “Employee”), and amends that certain Offer of Employment (the “Original Agreement”), dated January 10, 2018 between the Company and Employee

Amendment to Fourth Amended Compensation Agreement, dated September 28, 2018, between Pershing Gold Corporation and Eric Alexander (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 4, 2018) +

Exhibit 10.2 AMENDMENT TO FOURTH AMENDED SEVERANCE COMPENSATION AGREEMENT This Amendment to Fourth Amended Severance Compensation Agreement (“Amendment”) is effective as of September 28, 2018 (“Effective Date”), by and among Pershing Gold Corporation, a Nevada corporation (the “Company”), and Eric Alexander (the “Employee”), and amends that certain Fourth Amended Severance Compensation Agreement (

Agreement and Plan of Merger, dated September 28, 2018 (incorporated by reference to Exhibit 2.1 to Form 8-K of the Issuer dated September 28, 2018 and filed October 4, 2018)

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AMERICAS SILVER CORPORATION - and - R MERGER SUB, INC. - and - PERSHING GOLD CORPORATION September 28, 2018 AGREEMENT AND PLAN OF MERGER TABLE OF CONTENTS Article 1 INTERPRETATION 2 1.1 Definitions 2 1.2 Currency 20 1.3 Interpretation Not Affected by Headings 20 1.4 Extended Meanings, Etc. 21 1.5 Date of any Action; Computation of Time 21

List of Subject Matters on Schedules*

Exhibit 2.2 List of Subject Matters on Schedules The following is a list of the subject matter of the schedules to the Agreement and Plan of Merger, which schedules were omitted from Exhibit 2.1 pursuant to Item 6.01(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. Schedule A Articles of Incorpor

Convertible Secured Debenture dated October 1, 2018 (incorporated by reference to Exhibit 4.1 to Form 8-K of the Issuer dated September 28, 2018 and filed October 4, 2018)

Exhibit 4.1 PERSHING GOLD CORPORATION and AMERICAS SILVER CORPORATION convertible SECURED debenture October 1, 2018 TABLE OF CONTENTS Article 1 payment ETC. 1 Section 1.1 Principal Amount; Funding 1 Section 1.2 Interest 2 Section 1.3 Taxes 3 Section 1.4 Mandatory Prepayment upon Termination of the Merger Agreement 3 Section 1.5 Manner of Election of Conversion Option 5 Section 1.6 Fees and Expense

Convertible Secured Debenture dated October 1, 2018

Exhibit 4.1 PERSHING GOLD CORPORATION and AMERICAS SILVER CORPORATION convertible SECURED debenture October 1, 2018 TABLE OF CONTENTS Article 1 payment ETC. 1 Section 1.1 Principal Amount; Funding 1 Section 1.2 Interest 2 Section 1.3 Taxes 3 Section 1.4 Mandatory Prepayment upon Termination of the Merger Agreement 3 Section 1.5 Manner of Election of Conversion Option 5 Section 1.6 Fees and Expense

Form of Director and Officer Support Agreement dated September 28, 2018

EX-10.1 6 tv504143ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SUPPORT AGREEMENT PERSHING GOLD CORPORATION September 28, 2018 TO: [Name of Director/Executive Officer] (the “Securityholder”) Pursuant to the terms and subject to the conditions of an Agreement and Plan of Merger dated as of September 28, 2018 (the “Merger Agreement”), among Americas Silver Corporation, a corporation incorporated under the fe

List of Subject Matters on Schedules*

Exhibit 2.2 List of Subject Matters on Schedules The following is a list of the subject matter of the schedules to the Agreement and Plan of Merger, which schedules were omitted from Exhibit 2.1 pursuant to Item 6.01(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. Schedule A Articles of Incorpor

Amendment to Fourth Amended Compensation Agreement, dated September 28, 2018, between Pershing Gold Corporation and Eric Alexander +

Exhibit 10.2 AMENDMENT TO FOURTH AMENDED SEVERANCE COMPENSATION AGREEMENT This Amendment to Fourth Amended Severance Compensation Agreement (“Amendment”) is effective as of September 28, 2018 (“Effective Date”), by and among Pershing Gold Corporation, a Nevada corporation (the “Company”), and Eric Alexander (the “Employee”), and amends that certain Fourth Amended Severance Compensation Agreement (

Amendment to Certificate of Designation for Series E Convertible Preferred Stock dated September 28, 2018

Exhibit 3.1 *150303* BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Amendment to Certificate of Designation After Issuance of Class or Series (PURSUANT TO NRS 78.1955) Filed in the office of Barbara K. Cegavske Secretary of State State of Nevada Document Number 20180426354-85 Filing Date and Time 09/28/2018 1:30 P

Agreement and Plan of Merger dated September 28, 2018

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AMERICAS SILVER CORPORATION - and - R MERGER SUB, INC. - and - PERSHING GOLD CORPORATION September 28, 2018 AGREEMENT AND PLAN OF MERGER TABLE OF CONTENTS Article 1 INTERPRETATION 2 1.1 Definitions 2 1.2 Currency 20 1.3 Interpretation Not Affected by Headings 20 1.4 Extended Meanings, Etc. 21 1.5 Date of any Action; Computation of Time 21

Amendment to Offer Letter, dated September 28, 2018, between Pershing Gold Corporation and Tim Janke +

Exhibit 10.3 AMENDMENT TO OFFER OF EMPLOYMENT This Amendment to Offer of Employment (“Amendment”) is effective as of September 28, 2018 (“Effective Date”), by and among Pershing Gold Corporation, a Nevada corporation (the “Company”), and Timothy M. Janke (the “Employee”), and amends that certain Offer of Employment (the “Original Agreement”), dated January 10, 2018 between the Company and Employee

PGLC / Pershing Gold Corporation FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2018 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 001-37481 26-0657736 (State or other jurisdiction of incorporation) (Commiss

Conference Call Transcript dated October 1, 2018

Exhibit 99.1 AMERICAS SILVER CORPORATION AND PERSHING GOLD CORPORATION CONFERENCE CALL October 1, 2018 8:30 a.m. EST CORPORATE PARTICIPANTS Darren Blasutti, President & CEO of Americas Silver Corporation Steve Alfers, Executive Chairman & CEO CONFERENCE CALL PARTICIPANTS Darren Blasutti, President & CEO of Americas Silver Corporation Steve Alfers, Executive Chairman & CEO Darren Dell, Chief Operat

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2018 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 001-37481 26-0657736 (State or other jurisdiction of incorporation) (Commi

PGLC / Pershing Gold Corporation 8-K/A

DEFA14A 1 tv5041108ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2018 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 001-37481 26-0657736 (State or other juris

Americas Silver Corporation and Pershing Gold Corporation Announce Business Combination

Exhibit 99.1 Americas Silver Corporation and Pershing Gold Corporation Announce Business Combination TORONTO, ONTARIO – September 30, 2018 – Americas Silver Corporation (TSX: USA) (NYSE American: USAS) (“Americas Silver”) and Pershing Gold Corporation (NASDAQ: PGLC) (TSX: PGLC) (FWB: 7PG1) (“Pershing”) are pleased to announce that they have entered into a definitive agreement (the “Agreement”) to

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2018 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 001-37481 26-0657736 (State or other jurisdiction of incorporation) (Commiss

Business Combination Americas Silver Corporation and Pershing Gold Corporation Leading Low - Cost Precious Metal Growth Company in the Americas October 1, 2018 TSX: USA NYSE American: USAS NASDAQ: PGLC TSX: PGLC TSX: USA NYSE American: USAS FORWARD -

Exhibit 99.2 Business Combination Americas Silver Corporation and Pershing Gold Corporation Leading Low - Cost Precious Metal Growth Company in the Americas October 1, 2018 TSX: USA NYSE American: USAS NASDAQ: PGLC TSX: PGLC TSX: USA NYSE American: USAS FORWARD - LOOKING STATEMENTS Safe Harbour and Other Disclosures Certain information in this presentation may contain forward - looking statements.

USAPF / Americas Silver Corporation AMERICAS SILVER CORP. 425 (Prospectus)

Form 425Filed by Americas Silver Corporation (Commission File No.: 001-37982) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Pershing Gold Corporation Commission File No.: 001-37481 Business CombinationAmericas Silver Corporation and Pershing Gold CorporationLeading Low-Cost Precious Metal Growt

USAPF / Americas Silver Corporation AMERICAS SILVER CORP. 425 (Prospectus)

425 1 a51875864.htm AMERICAS SILVER CORP. 425 Filed by Americas Silver Corporation (Commission File No.: 001-37982) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Pershing Gold Corporation Commission File No.: 001-37481 Americas Silver Corporation and Pershing Gold Corporation Announce Business

SHARE PURCHASE AGREEMENT

Exhibit 99.4 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT is made as of the 15th day of June, 2018. BETWEEN: LEVON RESOURCES LTD. Suite 500 - 666 Burrard Street Vancouver, British Columbia, V6C 2X8 ("Levon") AND: BARRY HONIG, of 215 SE Spanish Trail, Boca Raton Florida 33432 ("Honig") AND: GRQ CONSULTING INC. 401K, of 215 SE Spanish Trail, Boca Raton Florida 33432 ("GRQ") WHEREAS: A. Lev

SECOND AMENDMENT TO SHARE PURCHASE AGREEMENT

Exhibit 99.3 SECOND AMENDMENT TO SHARE PURCHASE AGREEMENT This Second Amendment to Share Purchase Agreement (“Second Amendment”) is entered into this 15th day of June, 2018 (the “Effective Date”), by and among Levon Resources Ltd., Suite 500, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8 (“Levon”), Barry Honig, 215 SE Spanish Trail, Boca Raton, FL 33432 (“Honig”) and GRQ Consultants, In

PGLC / Pershing Gold Corporation / Honig Barry C - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 60)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) PERSHING GOLD CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 715302204

AGREEMENT TO FILE JOINT SCHEDULE 13D

Exhibit 99.1 AGREEMENT TO FILE JOINT SCHEDULE 13D Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of the common stock of Pershing Gold Corporation, a Nevada corporati

SHARE PURCHASE AGREEMENT

Exhibit 99.2 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT is made as of the 24th day of April, 2018. BETWEEN: LEVON RESOURCES LTD. Suite 500 - 666 Burrard Street Vancouver, British Columbia, V6C 2X8 ("Levon") AND: BARRY HONIG, of 215 SE Spanish Trail, Boca Raton Florida 33432 ("Honig") AND: GRQ CONSULTANTS, INC. 401K, of 555 S. Federal Highway, #450, Boca Raton, FL 33432 ("GRQ") WHEREAS:

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2018 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 001-37481 26-0657736 (State or other jurisdiction of incorporation) (Commission

3,286,127 Shares PERSHING GOLD CORPORATION Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-222612 PROSPECTUS 3,286,127 Shares PERSHING GOLD CORPORATION Common Stock PROSPECTUS This prospectus relates to the sale by the selling stockholders identified in this prospectus of up to 3,286,127 shares of our common stock, par value $0.0001 per share, which includes (i) 2,347,236 shares of our common stock and (ii) 938,891 shares of our comm

PGLC / Pershing Gold Corporation / Honig Barry C - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 59)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) PERSHING GOLD CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 715302204

AGREEMENT TO FILE JOINT SCHEDULE 13D

Exhibit 99.1 AGREEMENT TO FILE JOINT SCHEDULE 13D Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of the common stock of Pershing Gold Corporation, a Nevada corporati

PGLC / Pershing Gold Corporation POS AM

As filed with the Securities and Exchange Commission on August 21, 2018. Registration No. 333-222612 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1* REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERSHING GOLD CORPORATION (Exact name of registrant as specified in its charter) Nevada 7812 26-0657736 (State or other jurisdi

Amended and Restated 2013 Equity Incentive Plan+

Exhibit 10.1 PERSHING GOLD CORPORATION AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN PERSHING GOLD CORPORATION 2013 EQUITY INCENTIVE PLAN (as amended on April 29, 2018) 1. PURPOSE OF PLAN 1.1 The purpose of this 2013 Equity Incentive Plan (this “Plan”) of Pershing Gold Corporation, a Nevada corporation (the “Corporation”), is to promote the success of the Corporation and to increase stockholder

PGLC / Pershing Gold Corporation FORM 10-Q (Quarterly Report)

10-Q 1 tv50008910q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission f

PROSPECTUS SUPPLEMENT NO. 7 TO THE PROSPECTUS DATED JANUARY 26, 2018 Pershing Gold Corporation

Filed Pursuant to Rule 424(b)(3) Registration No. 333-222612 PROSPECTUS SUPPLEMENT NO. 7 TO THE PROSPECTUS DATED JANUARY 26, 2018 Pershing Gold Corporation This Prospectus Supplement No. 7 updates, amends and supplements our Prospectus dated January 26, 2018 (the “Prospectus”). We have attached to this Prospectus Supplement No. 7 the Current Report on Form 8-K as filed with the Securities and Exch

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2018 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commission F

PROSPECTUS SUPPLEMENT NO. 6 TO THE PROSPECTUS DATED JANUARY 26, 2018 Pershing Gold Corporation

Filed Pursuant to Rule 424(b)(3) Registration No. 333-222612 PROSPECTUS SUPPLEMENT NO. 6 TO THE PROSPECTUS DATED JANUARY 26, 2018 Pershing Gold Corporation This Prospectus Supplement No. 6 updates, amends and supplements our Prospectus dated January 26, 2018 (the “Prospectus”). We have attached to this Prospectus Supplement No. 6 the Quarterly Report on Form 10-Q as filed with the Securities and E

PROSPECTUS SUPPLEMENT NO. 5 TO THE PROSPECTUS DATED JANUARY 26, 2018 Pershing Gold Corporation

424B3 1 tv495822424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-222612 PROSPECTUS SUPPLEMENT NO. 5 TO THE PROSPECTUS DATED JANUARY 26, 2018 Pershing Gold Corporation This Prospectus Supplement No. 5 updates, amends and supplements our Prospectus dated January 26, 2018 (the “Prospectus”). We have attached to this Prospectus Supplement No. 5 our definitive proxy statement on Fo

PROSPECTUS SUPPLEMENT NO. 4 TO THE PROSPECTUS DATED JANUARY 26, 2018 Pershing Gold Corporation

Filed Pursuant to Rule 424(b)(3) Registration No. 333-222612 PROSPECTUS SUPPLEMENT NO. 4 TO THE PROSPECTUS DATED JANUARY 26, 2018 Pershing Gold Corporation This Prospectus Supplement No. 4 updates, amends and supplements our Prospectus dated January 26, 2018 (the “Prospectus”). We have attached to this Prospectus Supplement No. 4 the Current Report on Form 8-K as filed with the Securities and Exch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-54710 Pershing G

Mine Safety Disclosure

Exhibit 95.1 Pershing Gold Corporation Mine Safety Disclosure (Unaudited) The following disclosures are provided pursuant to Securities and Exchange Commission (SEC) regulations, which require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that own or operate mines that are regulated under the Federal Mine Safety and Health

PGLC / Pershing Gold Corporation DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

PGLC / Pershing Gold Corporation DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2018 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commission

PROSPECTUS SUPPLEMENT NO. 3 TO THE PROSPECTUS DATED JANUARY 26, 2018 Pershing Gold Corporation

Filed Pursuant to Rule 424(b)(3) Registration No. 333-222612 PROSPECTUS SUPPLEMENT NO. 3 TO THE PROSPECTUS DATED JANUARY 26, 2018 Pershing Gold Corporation This Prospectus Supplement No. 3 updates, amends and supplements our Prospectus dated January 26, 2018 (the “Prospectus”). We have attached to this Prospectus Supplement No. 3 the Current Report on Form 8-K as filed with the Securities and Exch

PROSPECTUS SUPPLEMENT NO. 2 TO THE PROSPECTUS DATED JANUARY 26, 2018 Pershing Gold Corporation

Filed Pursuant to Rule 424(b)(3) Registration No. 333-222612 PROSPECTUS SUPPLEMENT NO. 2 TO THE PROSPECTUS DATED JANUARY 26, 2018 Pershing Gold Corporation This Prospectus Supplement No. 2 updates, amends and supplements our Prospectus dated January 26, 2018 (the “Prospectus”). We have attached to this Prospectus Supplement No. 2 the Current Report on Form 8-K as filed with the Securities and Exch

PROSPECTUS SUPPLEMENT NO. 1 TO THE PROSPECTUS DATED JANUARY 26, 2018 Pershing Gold Corporation

Filed Pursuant to Rule 424(b)(3) Registration No. 333-222612 PROSPECTUS SUPPLEMENT NO. 1 TO THE PROSPECTUS DATED JANUARY 26, 2018 Pershing Gold Corporation This Prospectus Supplement No. 1 updates, amends and supplements our Prospectus dated January 26, 2018 (the “Prospectus”). We have attached to this Prospectus Supplement No. 1 the Annual Report on Form 10-K as filed with the Securities and Exch

PGLC / Pershing Gold Corporation 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-54710 PERSHING GOLD C

Mine Safety Disclosure *

EX-95.1 9 tv482768ex95-1.htm EXHIBIT 95.1 Exhibit 95.1 Pershing Gold Corporation Mine Safety Disclosure (Unaudited) Information for the year ended December 31, 2017 follows: Mine (Federal Mine Safety and Health Administration (MSHA) ID) Total # of Significant & Substantial violations under §104 (a) Total # of orders under §104(b) (a) Total # of unwarrantable failure citations and orders under §104

Form of Indemnification Agreement * +

EX-10.58 2 tv482768ex10-58.htm EXHIBIT 10.58 Exhibit 10.58 INDEMNIFICATION AGREEMENT This Indemnification Agreement (hereinafter the “Agreement”) is made as of the day of , by and between Pershing Gold Corporation, a Nevada corporation, (hereinafter the “Company”) and (hereinafter the “Indemnitee”). WHEREAS, competent and experienced persons often are reluctant to serve as directors or officers of

List of Subsidiaries*

Exhibit 21.1 SUBSIDIARIES NAME STATE OF INCORPORATION Gold Acquisition Corp. Nevada Pershing Royalty Company Delaware Blackjack Gold Corporation Nevada

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2018 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commission F

PGLC / Pershing Gold Corporation / Honig Barry C - PERSHING GOLD CORPORATION Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 58)* Pershing Gold Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 715302204 (CUSIP Number) Barry Honig 555 South Federal Highway #450 Boca Raton, FL 33432 (561) 307-2287 (Name, Address and Telephone Number of Person

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2018 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commissi

Consulting Agreement between Pershing Gold Corporation and Debra Struhsacker, dated as of January 29, 2018

Exhibit 10.1 CONSULTING SERVICES AGREEMENT BETWEEN DEBRA W. STRUHSACKER and PERSHING GOLD CORPORATION 1. PARTIES TO AGREEMENT This agreement is made effective as of February 1, 2018 between Pershing Gold Corporation, (hereinafter referred to as ?Company?) and Debra W. Struhsacker (hereinafter referred to as ?Consultant?) (the ?Agreement?). 2. SCOPE OF SERVICES Consultant agrees to provide environm

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2018 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commissio

3,286,127 Shares PERSHING GOLD CORPORATION Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-222612 PROSPECTUS 3,286,127 Shares PERSHING GOLD CORPORATION Common Stock PROSPECTUS This prospectus relates to the sale by the selling stockholders identified in this prospectus of up to 3,286,127 shares of our common stock, par value $0.0001 per share, which includes (i) 2,347,236 shares of our common stock and (ii) 938,891 shares shares of o

PGLC / Pershing Gold Corporation CORRESP

January 25, 2018 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Ronald E. Alper Re: Pershing Gold Corporation Registration Statement on Form S-1 Filed January 18, 2018 File No. 333-222612 Dear Mr. Alper: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Pershing Gold Corporation (the “C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2018 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commissio

Offer Letter, dated January 10, 2018, between Pershing Gold Corporation and Tim Janke.

Exhibit 10.1 January 10, 2018 Tim M. Janke [Redacted] Re: Offer of Employment Dear Tim: We are pleased to offer you the position of Chief Operating Officer for Pershing Gold Corporation (the ?Company?). You will be reporting directly to Stephen D. Alfers, President, Chief Executive Officer and Chairman of the Board, or such other senior officer as may be determined at the sole discretion of the Ch

Powers of Attorney**

As filed with the Securities and Exchange Commission on January 18, 2018. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERSHING GOLD CORPORATION (Exact name of registrant as specified in its charter) Nevada 7812 26-0657736 (State or other jurisdiction of incorporation or organization)

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2018 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2017 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commissi

Fourth Amended Severance Compensation Agreement, dated December 21, 2017, between Pershing Gold Corporation and Eric Alexander (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 28, 2017) +

Exhibit 10.1 FOURTH AMENDED SEVERANCE COMPENSATION AGREEMENT This Fourth Amended Severance Compensation Agreement (this “Agreement”) is made and entered into as of December 21, 2017 (the “Effective Date”) by and between Eric Alexander (the “Employee”) and Pershing Gold Corporation, a Nevada corporation (the “Company”), collectively the (“Parties”). RECITALS WHEREAS, Employee is the Vice President

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2017 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 001-37481 26-0657736 (State or other jurisdiction of incorporation) (Commissi

Underwriting Agreement, by and among Pershing Gold Corporation and the underwrites named therein, for whom Canaccord Genuity Corp., BMO Nesbitt Burns Inc. and Cantor Fitzgerald Canada Corporation are acting as representatives, dated as of December 11, 2017 (Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2017)

Exhibit 1.1 Execution Version UNDERWRITING AGREEMENT December 11, 2017 Canaccord Genuity Corp. BMO Nesbitt Burns Inc. Cantor Fitzgerald Canada Corporation as Representatives of the several Underwriters c/o Canaccord Genuity Corp. Brookfield Place, 161 Bay Street Suite 3100, P.O. Box 516 Toronto, ON M5J 2S1 c/o BMO Nesbitt Burns Inc. 1 First Canadian Place, 4th Floor Toronto, ON M5X 1H3 c/o Cantor

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2017 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 001-37481 26-0657736 (State or other jurisdiction of incorporation) (Commissi

Form of Subscription Agreement (Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 14, 2017)

Exhibit 10.1 Instructions to subscribe for Units in the private offering of PERSHING GOLD CORPORATION 1. On the Signature Page for the Subscription Agreement, Date and Fill in the number of units (the “Units”) that you wish to purchase. The price per Unit will be $. Each Unit consists of one (1) share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one (1) twen

Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 14, 2017)

Exhibit 10.2 PERSHING GOLD CORPORATION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of December 11, 2017, is made by and between Pershing Gold Corporation, a Nevada corporation (the “Company”) and the undersigned investors (each an “Investor” and collectively, the “Investors”). RECITALS WHEREAS, in connection with that certain Subscription Agreement

Form of Private Placement Warrant (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2017)

Exhibit 4.2 WARRANT NO. 2017- PERSHING GOLD CORPORATION Shares December 19, 2017 WARRANT TO PURCHASE COMMON STOCK VOID AFTER THE EXPIRATION DATE THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?U.S. SECURITIES ACT?) OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD OR OTHERWISE TRAN

Form of Warrant (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2017)

Exhibit 4.1 WARRANT NO. 2017- PERSHING GOLD CORPORATION Shares December 19, 2017 WARRANT TO PURCHASE COMMON STOCK VOID AFTER THE EXPIRATION DATE FOR VALUE RECEIVED, PERSHING GOLD CORPORATION, a Nevada corporation (the ?Company?), hereby agrees to sell upon the terms and on the conditions hereinafter set forth, any time on or after the date hereof (the ?Exercise Date?) and no later than December 19

PROSPECTUS SUPPLEMENT To THE Short Form Base Shelf Prospectus dated March 14, 2017

tv481289-fwp - none - 7.5959948s TABLE OF CONTENTS  Filed Pursuant to Rule 433  Registration No. 333-211910  Issuer Free Writing Prospectus dated December 13, 2017  Relating to Prospectus Supplement dated December 13, 2017    The issuer has filed (i) a registration statement (including a prospectus and related prospectus supplement) with the U.S. Securities and Exchange Commission (SEC) for this o

Pershing Gold Corporation 2,430,000 Shares of Common Stock Warrants to Purchase 972,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333?211910 PROSPECTUS SUPPLEMENT (To Prospectus dated June 29, 2016) Pershing Gold Corporation 2,430,000 Shares of Common Stock Warrants to Purchase 972,000 Shares of Common Stock We are offering 2,430,000 shares of our common stock and associated four-tenth common stock warrants to purchase an aggregate of 972,000 shares of common stock. The combi

US$6,804,000 Bought Deal Public Offering of Common Shares and Warrants Term Sheet

Filed Pursuant to Rule 433 Registration No. 333-211910 Issuer Free Writing Prospectus dated December 11, 2017 Relating to Preliminary Prospectus Supplement dated December 11, 2017 US$6,804,000 Bought Deal Public Offering of Common Shares and Warrants Term Sheet The issuer has filed (i) a registration statement (including a prospectus and related prospectus supplement) with the U.S. Securities and

PROSPECTUS SUPPLEMENT To THE Short Form Base Shelf Prospectus dated March 14, 2017

Filed pursuant to Rule 433 Registration No. 333-211910 Issuer Free Writing Prospectus dated December 11, 2017 Relating to Preliminary Prospectus Supplement dated December 11, 2017 No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus supplement, together with the short form base shelf prospectus dated March 14, 2

Subject to Completion Preliminary Prospectus Supplement dated December 11, 2017

Filed Pursuant to Rule 424(b)(5) Registration No. 333?211910 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Complet

PGLC / Pershing Gold Corporation FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-54710 Pershi

PGLC / Pershing Gold Corporation DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

PGLC / Pershing Gold Corporation DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2017 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commissio

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Stephen Alfers, Eric Alexander and Mindyjo Germann, signing singly, the undersigned?s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of Pershing Gold Corporation (the ?Company?), F

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2017 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commissio

PGLC / Pershing Gold Corporation 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-54710 Pershing Go

Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2017 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commission

Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2017 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commission F

Indemnification Agreement between the Company and Edward Karr, dated March 24, 2017 (Incorporated by reference to Exhibit 10.6 of the Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2017)+

EX-10.6 2 v466160ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 INDEMNIFICATION AGREEMENT This Indemnification Agreement (hereinafter the “Agreement”) is made as of the 24th day of March, 2017 by and between Pershing Gold Corporation, a Nevada corporation, (hereinafter the “Company”) and Edward Karr (hereinafter the “Indemnitee”). WHEREAS, competent and experienced persons often are reluctant to serve as di

Form of Employee Restricted Stock Unit Grant Agreement (Incorporated by reference to Exhibit 10.7 of the Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2017) +

Exhibit 10.7 PERSHING GOLD CORPORATION RESTRICTED STOCK UNIT GRANT AGREEMENT This Restricted Stock Unit Grant Agreement (this “Agreement”), dated [●] [●], [●] (the “Date of Grant”), is entered into by and between PERSHING GOLD CORPORATION (the “Corporation”) and (“Participant”). RECITALS A. The Corporation’s Board of Directors (the “Board”) has adopted, and the stockholders have approved, the Pers

Form of Non-Employee Director Restricted Stock Unit Grant Agreement (Incorporated by reference to Exhibit 10.8 of the Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2017)+

EX-10.8 4 v466160ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 PERSHING GOLD CORPORATION RESTRICTED STOCK UNIT GRANT AGREEMENT This Restricted Stock Unit Grant Agreement (this “Agreement”), dated (the “Date of Grant”), is entered into by and between PERSHING GOLD CORPORATION (the “Corporation”) and (“Participant”). RECITALS A. The Corporation’s Board of Directors (the “Board”) has adopted, and the stockhol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

10-Q 1 v46616010q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file n

Form of Restricted Stock Unit Grant Agreement for Restricted Stock Units in Lieu of Director Fees (Incorporated by reference to Exhibit 10.9 of the Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2017)+

EX-10.9 5 v466160ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 PERSHING GOLD CORPORATION RESTRICTED STOCK UNIT GRANT AGREEMENT This Restricted Stock Unit Grant Agreement (this “Agreement”), dated , 2017 (the “Date of Grant”), is entered into by and between PERSHING GOLD CORPORATION (the “Corporation”) and (“Participant”). RECITALS A. The Corporation’s Board of Directors (the “Board”) has adopted, and the s

Pershing Gold FORM 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-5

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2017 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commission

List of Subsidiaries (Incorporated by reference to Exhibit 21.1 of the Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 29, 2017)

Exhibit 21.1 SUBSIDIARIES NAME STATE OF INCORPORATION Gold Acquisition Corp. Nevada Pershing Royalty Company Delaware Blackjack Gold Corporation Nevada

Amendment No. 1 to the Pershing Gold Corporation 2013 Equity Incentive Plan, dated October 7, 2016 (Incorporated by reference to Exhibit 10.54 to the Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 29, 2017) +

Exhibit 10.54 Amendment No. 1 to the Pershing Gold Corporation 2013 Equity Incentive Plan (Established February 12, 2013) THIS AMENDMENT No. 1 to the Pershing Gold Corporation 2013 Equity Incentive Plan (the “Plan”) is made on this 7th day of October, 2016 (the “Effective Date”). WHEREAS, Pershing Gold Corporation (the “Company”) originally established the Plan as of February 12, 2013; WHEREAS, Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-54710 PERSHING GOLD C

Pershing Gold Corporation Mine Safety Disclosure

Exhibit 95.1 Pershing Gold Corporation Mine Safety Disclosure (Unaudited) Information for the twelve months ended December 31, 2016 follows: Mine (Federal Mine Safety and Health Administration (MSHA) ID) Total # of Significant & Substantial violations under §104 (a) Total # of orders under §104(b) (a) Total # of unwarrantable failure citations and orders under §104(d) (a) Total # of violations und

Extension Severance Compensation Agreement, dated August 15, 2016, between Pershing Gold Corporation and Debra Struhsacker (“Amended Severance Agreement”) (Incorporated by reference to Exhibit 10.52 to the Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 29, 2017) +

Exhibit 10.52 August 15, 2016 Debra W. Struhsacker [redacted] [redacted] Re: Salary Adjustment and Extension of Severance Compensation Agreement Dear Debbie: As we discussed last week, this letter serves to document the agreed terms of your salary adjustment and the amendment and extension of the term of the Severance Compensation Agreement between you and Pershing Gold Corporation dated as of Sep

Pershing Gold FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2017 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commission

Restricted Stock Unit Grant Agreement, dated March 21, 2017, between Pershing Gold Corporation and Stephen Alfers (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 24, 2017) +

Exhibit 10.1 PERSHING GOLD CORPORATION RESTRICTED STOCK UNIT GRANT AGREEMENT This Restricted Stock Unit Grant Agreement (this “Agreement”), dated March 21, 2017 (the “Effective Date”), is entered into by and between PERSHING GOLD CORPORATION (the “Corporation”) and Stephen D. Alfers (“Participant”). RECITALS A. The Board of Directors has adopted, and the stockholders have approved, the Pershing Go

Second Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2017)

Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF PERSHING GOLD CORPORATION (a Nevada corporation) ARTICLE I stockholders 1. Certificates Representing Stock. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the Chief Executive Officer or a President and by the Tr

Pershing Gold 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2017 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commissio

Amendment to Offer of Employment, dated January 11, 2017, between Pershing Gold Corporation and Timothy Janke (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 18, 2017) +

Exhibit 10.2 January 11, 2017 Timothy M. Janke 5625 Patrician Way Winnemucca, NV 89445 Re: Amendment to Offer of Employment Dear Tim: This letter serves to document the agreed terms of the amendment and extension of the term of the Severance and Change in Control Compensation provision between you and Pershing Gold Corporation outlined in your Offer of Employment letter dated as of August 27, 2014

Third Amended Severance Compensation Agreement, dated January 11, 2017, between Pershing Gold Corporation and Eric Alexander (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 18, 2017) +

Exhibit 10.1 THIRD AMENDED SEVERANCE COMPENSATION AGREEMENT This Third Amended Severance Compensation Agreement (this ?Agreement?) is made and entered into as of January 11, 2017 (the ?Effective Date?) by and between Eric Alexander (the ?Employee?) and Pershing Gold Corporation, a Nevada corporation (the ?Company?), collectively the (?Parties?). RECITALS WHEREAS, Employee is the Vice President Fin

Second Extension Severance Compensation Agreement, dated January 11, 2017, between Pershing Gold Corporation and Debra Struhsacker (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 18, 2017) +

Exhibit 10.3 January 11, 2017 Debra W. Struhsacker 3610 Big Bend Lane Reno, NV 89509 Re: Second Extension Severance Compensation Agreement Dear Debbie: This letter serves to document the agreed terms of the amendment and extension of the term of the Severance Compensation Agreement between you and Pershing Gold Corporation dated as of September 19, 2013, as amended by the Letter Agreement dated Au

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2016 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commissio

Pershing Gold Announces Closing of Public Offering of Common Stock

Exhibit 99.1 Pershing Gold Announces Closing of Public Offering of Common Stock LAKEWOOD, Colo., December 8, 2016 (PR Newswire) ? Pershing Gold Corporation (NASDAQ: PGLC) (TSX: PGLC) (FWB: 7PG1) ("Pershing Gold" or the "Company"), the emerging Nevada gold producer advancing the Relief Canyon mine, today announced the closing of its previously announced underwritten public offering of 2,205,883 sha

2,205,883 Shares PERSHING GOLD CORPORATION Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333?211910 PROSPECTUS SUPPLEMENT (To Prospectus dated June 29, 2016) 2,205,883 Shares PERSHING GOLD CORPORATION Common Stock We are offering up to 2,205,883 shares of our common stock. Our common stock trades on the Nasdaq Global Market and on the Toronto Stock Exchange (the ?TSX?) under the symbol ?PGLC.? On November 28, 2016, the closing price of

Pershing Gold 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2016 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commissio

Pershing Gold Announces Proposed Public Offering of Common Stock

Exhibit 99.1 Pershing Gold Announces Proposed Public Offering of Common Stock LAKEWOOD, Colo., December 1, 2016 (PR Newswire)? Pershing Gold Corporation (NASDAQ: PGLC) (TSX: PGLC) (FWB: 7PG1) ("Pershing Gold" or the "Company"), the emerging Nevada gold producer advancing the Relief Canyon mine, today announced that it intends to offer and sell shares of its common stock in an underwritten public o

Pershing Gold Announces Pricing of Public Offering of Common Stock

Exhibit 99.2 Pershing Gold Announces Pricing of Public Offering of Common Stock LAKEWOOD, Colo., December 2, 2016 (PR Newswire) ? Pershing Gold Corporation (NASDAQ: PGLC) (TSX: PGLC) (FWB: 7PG1) ("Pershing Gold" or the "Company"), the emerging Nevada gold producer advancing the Relief Canyon mine, today announced the pricing of its previously-announced public offering. The offering consists of 2,2

PERSHING GOLD CORPORATION UNDERWRITING AGREEMENT 2,205,883 Shares of Common Stock

Exhibit 1.1 PERSHING GOLD CORPORATION UNDERWRITING AGREEMENT 2,205,883 Shares of Common Stock December 2, 2016 Laidlaw & Company (UK) Ltd. 546 Fifth Avenue, Fifth Floor New York, NY 10036 As Representative of the Several Underwriters Named on Schedule I hereto Ladies and Gentlemen: Pershing Gold Corporation, a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stat

Pershing Gold 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2016 (November 29, 2016) Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incor

Subject to Completion Preliminary Prospectus Supplement dated December 1, 2016

Filed Pursuant to Rule 424(b)(5) Registration No. 333?211910 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Complet

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-54710 Pershi

PROSPECTUS SUPPLEMENT NO. 1 TO THE PROSPECTUS DATED October 9, 2015 Pershing Gold Corporation

Filed Pursuant to Rule 424(b)(3) Registration No. 333-179073 PROSPECTUS SUPPLEMENT NO. 1 TO THE PROSPECTUS DATED October 9, 2015 Pershing Gold Corporation This Prospectus Supplement No. 1 updates, amends and supplements our Prospectus dated October 9, 2015, which is part of a registration statement on Form S-3 (File No. 333-179073) filed with the Securities and Exchange Commission relating to the

PROSPECTUS SUPPLEMENT NO. 1 TO THE PROSPECTUS DATED October 9, 2015 Pershing Gold Corporation

Filed Pursuant to Rule 424(b)(3) Registration No. 333-192317 PROSPECTUS SUPPLEMENT NO. 1 TO THE PROSPECTUS DATED October 9, 2015 Pershing Gold Corporation This Prospectus Supplement No. 1 updates, amends and supplements our Prospectus dated October 9, 2015, which is part of a registration statement on Form S-3 (File No. 333-192317) filed with the Securities and Exchange Commission relating to the

Pershing Gold 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2016 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commiss

Second Amended Severance Compensation Agreement, dated September 15, 2016, between Pershing Gold Corporation and Eric Alexander (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 21, 2016) +

EX-10.1 2 v449151ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SECOND AMENDED SEVERANCE COMPENSATION AGREEMENT This Second Amended Severance Compensation Agreement (this “Agreement”) is made and entered into as of September 15, 2016 (the “Effective Date”) by and between Eric Alexander (the “Employee”) and Pershing Gold Corporation, a Nevada corporation (the “Company”), collectively the (“Parties”). RECITAL

Pershing Gold FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2016 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commission

Pershing Gold FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2016 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-54710 Pershing Go

4,175,000 Shares PERSHING GOLD CORPORATION Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333?211299 PROSPECTUS 4,175,000 Shares PERSHING GOLD CORPORATION Common Stock PROSPECTUS This prospectus relates to the sale by the selling stockholders identified in this prospectus of up to 4,175,000 shares of our common stock, par value $0.0001 per shares, which includes (i) 1,850,000 shares issued to Donald Smith Value Fund, L.P. in a private p

1,905,016 Shares PERSHING GOLD CORPORATION Common Stock

424B3 1 v445372424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-211297 PROSPECTUS 1,905,016 Shares PERSHING GOLD CORPORATION Common Stock PROSPECTUS This prospectus relates to the sale by the selling stockholders identified in this prospectus of up to 1,905,016 shares of our common stock, par value $0.0001 per share. A total of 367,647 of the shares offered hereby were issued

Pershing Gold ESP

July 26, 2016 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: John Reynolds Re: Pershing Gold Corporation Registration Statement on Form S-3 (File No. 333-211299) Filed May 11, 2016 Dear Mr. Reynolds: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Pershing Gold Corporation (the ?Company?) hereby req

Pershing Gold ESP

July 26, 2016 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: John Reynolds Re: Pershing Gold Corporation Registration Statement on Form S-3 (File No. 333-211297) Filed May 11, 2016 Dear Mr. Reynolds: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Pershing Gold Corporation (the “Company”) hereby req

Pershing Gold S-3/A

As filed with the Securities and Exchange Commission on July 19, 2016. Registration No. 333?211297 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERSHING GOLD CORPORATION (Exact name of registrant as specified in its charter) Nevada 26-0657736 (State or other jurisdiction of incorporation

Pershing Gold S-3/A

As filed with the Securities and Exchange Commission on July 19, 2016. Registration No. 333–211299 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERSHING GOLD CORPORATION (Exact name of registrant as specified in its charter) Nevada 26-0657736 (State or other jurisdiction of incorporation

Pershing Gold ESP

July 19, 2016 VIA EDGAR and FEDEX Kathleen Suellentrop U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Pershing Gold Corporation Registration Statement on Form S-3 Filed May 11, 2016 File No. 333-211297 Dear Ms. Suellentrop: Pershing Gold Corporation (the “Company”) submits this letter in response to the comment letter dated May 2

Pershing Gold ESP

July 19, 2016 VIA EDGAR and FEDEX Kathleen Suellentrop U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Pershing Gold Corporation Registration Statement on Form S-3 Filed May 11, 2016 File No. 333-211299 Dear Ms. Suellentrop: Pershing Gold Corporation (the ?Company?) submits this letter in response to the comment letter dated May 2

Pershing Gold DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

AMENDED AND RESTATED BYLAWS PERSHING GOLD CORPORATION (a Nevada corporation) ARTICLE I stockholders

EXHIBIT 3.1 AMENDED AND RESTATED BYLAWS OF PERSHING GOLD CORPORATION (a Nevada corporation) ARTICLE I stockholders 1. Certificates Representing Stock. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the Chief Executive Officer or a President and by the Treasurer

Pershing Gold Announces Preliminary Economic Assessment for Relief Canyon

EXHIBIT 99.1 Pershing Gold Announces Preliminary Economic Assessment for Relief Canyon LAKEWOOD, Colo., June 28, 2016 (PR NEWSWIRE)— Pershing Gold Corporation (NASDAQ:PGLC) (FWB:7PG1) ("Pershing Gold" or the "Company"), an emerging gold producer, today announces completion of the Preliminary Economic Assessment (“PEA”) on its Relief Canyon Mine in Pershing County, Nevada. Mine Development Associat

PERSHING GOLD CORPORATION Senior Debt Securities Subordinated Debt Securities Common Stock Preferred Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-211910 PROSPECTUS PERSHING GOLD CORPORATION $100,000,000 Senior Debt Securities Subordinated Debt Securities Common Stock Preferred Stock Warrants Rights Units Pershing Gold Corporation (the “Company,” “we,” “us,” or “our”) may offer and sell from time to time up to $100 million of our senior and subordinated debt securities, common stock, $0.0

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2016 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commission F

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Stephen Alfers, Eric Alexander and Mindyjo Germann, signing singly, the undersigned?s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of Pershing Gold Corporation (the ?Company?), F

Pershing Gold ESP

June 27, 2016 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: John Reynolds Re: Pershing Gold Corporation Registration Statement on Form S-3 (File No. 333-211910) Filed June 8, 2016 Dear Mr. Reynolds: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Pershing Gold Corporation (the ?Company?) hereby req

Pershing Gold S-3

As filed with the Securities and Exchange Commission on June 7, 2016. Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERSHING GOLD CORPORATION (Exact name of registrant as specified in its charter) Nevada 26-0657736 (State or other jurisdiction of incorporation or organization) (I.R.S

FORM OF SUBORDINATED INDENTURE PERSHING GOLD CORPORATION, [ ], DATED AS OF [ ], 201[ ] SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE(1)

Exhibit 4.5 FORM OF SUBORDINATED INDENTURE PERSHING GOLD CORPORATION, ISSUER, AND [ ], TRUSTEE INDENTURE DATED AS OF [ ], 201[ ] SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a)(1) 7.09 310(a)(2) 7.09 310(a)(3) Inapplicable 310(a)(4) Inapplicable 310(b) 7.08 7.10 310(c) Inapplicable 311(a) 7.13 311(b) 7.13 311(c) I

FORM OF SENIOR INDENTURE PERSHING GOLD CORPORATION, [ ], DATED AS OF [ ], 201[ ] SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE(1)

Exhibit 4.3 FORM OF SENIOR INDENTURE PERSHING GOLD CORPORATION, ISSUER, AND [ ], TRUSTEE INDENTURE DATED AS OF [ ], 201[ ] SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a)(1) 7.09 310(a)(2) 7.09 310(a)(3) Inapplicable 310(a)(4) Inapplicable 310(b) 7.08 7.10 310(c) Inapplicable 311(a) 7.13 311(b) 7.13 311(c) Inapplicable

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-54710 Pershing G

PGLC / Pershing Gold Corporation / Frost Gamma Investments Trust - SC 13G/A Passive Investment

SC 13G/A 1 v439840sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 6) PERSHING GOLD CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 7

Pershing Gold S-3

As filed with the Securities and Exchange Commission on May 11, 2016. Registration No. 333? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERSHING GOLD CORPORATION (Exact name of registrant as specified in its charter) Nevada 26-0657736 (State or other jurisdiction of incorporation or organization) (I.R.S. E

Pershing Gold S-3

As filed with the Securities and Exchange Commission on May 11, 2016. Registration No. 333? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERSHING GOLD CORPORATION (Exact name of registrant as specified in its charter) Nevada 26-0657736 (State or other jurisdiction of incorporation or organization) (I.R.S. E

3,181,311 Shares PERSHING GOLD CORPORATION Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-210644 PROSPECTUS 3,181,311 Shares PERSHING GOLD CORPORATION Common Stock PROSPECTUS This prospectus relates to the sale by the selling stockholders identified in this prospectus of up to 3,181,311 shares of our common stock, par value $0.0001 per share, which includes (i) 2,120,882 shares issued to the selling stockholders and (ii) 1,060,429 s

Pershing Gold ESP

May 2, 2016 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: John Reynolds Re: Pershing Gold Corporation Registration Statement on Form S-3 (File No. 333-210644) Filed April 7, 2016 Dear Mr. Reynolds: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Pershing Gold Corporation (the ?Company?) hereby requ

Pershing Gold FORM 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-5

Pershing Gold FORM S-3

As filed with the Securities and Exchange Commission on April 7, 2016. Registration No. 333– UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERSHING GOLD CORPORATION (Exact name of registrant as specified in its charter) Nevada 26-0657736 (State or other jurisdiction of incorporation or organization) (I.R.S.

Form of Subscription Agreement, dated March 24, 2016 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 30, 2016)

Exhibit 10.1 SUBSCRIPTION AGREEMENT PERSHING GOLD CORPORATION Pershing Gold Corporation 1658 Cole Boulevard Building 6, Suite 210 Lakewood, Colorado 80401 Attn: Stephen Alfers, President & CEO Ladies and Gentlemen: 1. Subscription. The undersigned (the ?Purchaser?) will purchase the number of units (the ?Units?) set forth on the signature page to this subscription Agreement (the ?Agreement?) at a

Warrant, dated March 28, 2016 (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 30, 2016)

Exhibit 4.1 WARRANT NO. 2016-201 PERSHING GOLD CORPORATION 925,000 Shares March 28, 2016 WARRANT TO PURCHASE COMMON STOCK VOID ON THE EXPIRATION DATE THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?U.S. SECURITIES ACT?) OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD OR OTHERWISE

Pershing Gold FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2016 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commission

Registration Rights Agreement, dated March 28, 2016 (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 30, 2016)

Exhibit 10.2 PERSHING GOLD CORPORATION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of March 28, 2016, is made by and between Pershing Gold Corporation, a Nevada corporation (the “Company”) and Donald Smith Value Fund, L.P., a Delaware Partnership (the “Investor”). R E C I T A L S WHEREAS, in connection with that certain Subscription Agreement of eve

Pershing Gold Corporation Mine Safety Disclosure

Exhibit 95.1 Pershing Gold Corporation Mine Safety Disclosure (Unaudited) Information for the twelve months ended December 31, 2015 follows: Mine (Federal Mine Safety and Health Administration (MSHA) ID) Total # of Significant & Substantial violations under ?104 (a) Total # of orders under ?104(b) (a) Total # of unwarrantable failure citations and orders under ?104(d) (a) Total # of violations und

Form of Subscription Agreement, dated February 4, 2016, among the Company and certain accredited investors (Incorporated by reference to Exhibit 10.58 to the Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 22, 2016)

Exhibit 10.58 Instructions to subscribe for Shares in the private offering of PERSHING GOLD CORPORATION 1. On the Signature Page for the Subscription Agreement, Date and Fill in the number of shares (the “Shares” or the “Securities”) that you wish to purchase at a price of $3.40 per share. Then, complete and sign the Signature Page in the Subscription Agreement. 2. Initial the Accredited Investor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-54710 PERSHING GOLD C

Amended and Restated Articles of Incorporation, as amended by certificates of amendment dated May 16, 2011, February 27, 2012, December 11, 2014 and June 17, 2015 (Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 22, 2016)

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EXCEL GLOBAL, INC., A Nevada corporation ARTICLE I NAME The name of the corporation is The Empire Sports & Entertainment Holdings Co. (the “Corporation”). ARTICLE II RESIDENT AGENT AND REGISTERED OFFICE The name and address of the Corporation’s resident agent for service of process is National Corporation Research, Ltd., 202 South Minne

Form of Registration Rights Agreement, dated February 4, 2016, among the Company and certain accredited investors (Incorporated by reference to Exhibit 10.57 to the Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 22, 2016)

Exhibit 10.57 PERSHING GOLD CORPORATION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of February 4, 2016, is made by and between Pershing Gold Corporation, a Nevada corporation (the “Company”) and the undersigned investors (each an “Investor” and collectively, the “Investors”). RECITALS WHEREAS, in connection with that certain Subscription Agreement

Pershing Gold FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2016 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commission F

Dear Fellow Shareholders: 2015 was a year that Pershing Gold Corporation focused on enhancing infrastructure, increasing resources and proving the value of our assets. The success of this corporate strategy at Pershing Gold has led to increases in th

Exhibit 99.1 Dear Fellow Shareholders: 2015 was a year that Pershing Gold Corporation focused on enhancing infrastructure, increasing resources and proving the value of our assets. The success of this corporate strategy at Pershing Gold has led to increases in the resource of over 520% since forming the Company just four years ago. In July of 2015, we successfully uplisted onto the NASDAQ Global m

Form of Unit Purchase Agreement, dated February 25, 2016, among the Company and certain accredited investors (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2016)

Exhibit 10.2 UNIT PURCHASE AGREEMENT UNIT PURCHASE AGREEMENT (this ?Agreement?) made as of the date set forth on the signature page hereof between Pershing Gold Corporation, a Nevada corporation (the ?Company?), and the subscriber(s) identified on Exhibit A annexed hereto (the ?Subscriber?). WITNESSETH: WHEREAS, the Company is conducting a private offering (the ?Offering?) consisting of up to a ma

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2016 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commissi

Form of Investor Warrant (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2016)

Exhibit 4.1 WARRANT NO. 2016- PERSHING GOLD CORPORATION Shares February 25, 2016 WARRANT TO PURCHASE COMMON STOCK VOID ON THE EXPIRATION DATE THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?U.S. SECURITIES ACT?) OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFE

Form of Subscription Agreement, dated February 25, 2016, among the Company and certain accredited investors (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2016)

EX-10.1 4 v433182ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Instructions to subscribe for Units in the private offering of PERSHING GOLD CORPORATION 1. On the Signature Page for the Subscription Agreement, Date and Fill in the number of units (the “Units”) that you wish to purchase at a price of $3.25 per unit. Each Unit consists of one (1) share of the Company’s common stock, par value $0.0001 per shar

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2016)

Exhibit 4.2 NO. 2016-PA- WARRANT PERSHING GOLD CORPORATION Shares February 25, 2016 WARRANT TO PURCHASE COMMON STOCK VOID ON THE EXPIRATION DATE THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?U.S. SECURITIES ACT?) OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD OR OTHERWISE TRAN

Form of Registration Rights Agreement, dated February 25, 2016, among the Company and certain accredited investors (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2016)

Exhibit 10.3 PERSHING GOLD CORPORATION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the ?Agreement?), dated as of February 25, 2016, is made by and between Pershing Gold Corporation, a Nevada corporation (the ?Company?) and the undersigned investors (each an ?Investor? and collectively, the ?Investors?). RECITALS WHEREAS, in connection with that certain Subscription Agreement

Pershing Gold SC 13G/A (Passive Acquisition of More Than 5% of Shares)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

Pershing Gold FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2016 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commissio

2,747,546 Shares PERSHING GOLD CORPORATION Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333?204717 PROSPECTUS 2,747,546 Shares PERSHING GOLD CORPORATION Common Stock PROSPECTUS This prospectus relates to the sale by the selling stockholders identified in this prospectus of up to 2,747,546 shares of our common stock, par value $0.0001 per share, which includes (i) 1,962,501 shares issued to the selling stockholders and (ii) 7

First Amendment to Restricted Stock Grant Agreement, dated December 10, 2015, between Pershing Gold Corporation and Timothy Janke (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 16, 2015) +

Exhibit 10.4 PERSHING GOLD CORPORATION FIRST AMENDMENT TO RESTRICTED STOCK GRANT AGREEMENT (Non-Assignable) This First Amendment to Restricted Stock Grant Agreement (this ?Amendment?) is dated as of December 10, 2015, by and between Timothy Janke (?Holder?) and Pershing Gold Corporation, a Nevada corporation (the ?Corporation?). A. On December 16, 2013, Holder and the Corporation entered into that

Second Amendment to Restricted Stock Grant Agreement, as amended, dated December 10, 2015, between Pershing Gold Corporation and Debra Struhsacker (Incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 16, 2015) +

Exhibit 10.9 PERSHING GOLD CORPORATION SECOND AMENDMENT TO RESTRICTED STOCK GRANT AGREEMENT (Non-Assignable) This Second Amendment to Restricted Stock Grant Agreement (this ?Amendment?) is dated as of December 10, 2015, by and between Debra Struhsacker (?Holder?) and Pershing Gold Corporation, a Nevada corporation (the ?Corporation?). A. On February 12, 2013, Holder and the Corporation entered int

Second Amendment to Restricted Stock Grant Agreement, as amended, dated December 10, 2015, between Pershing Gold Corporation and Timothy Janke (Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 16, 2015) +

Exhibit 10.6 PERSHING GOLD CORPORATION SECOND AMENDMENT TO RESTRICTED STOCK GRANT AGREEMENT (Non-Assignable) This Second Amendment to Restricted Stock Grant Agreement (this “Amendment”) is dated as of December 10, 2015, by and between Timothy Janke (“Holder”) and Pershing Gold Corporation, a Nevada corporation (the “Corporation”). A. On February 12, 2013, Holder and the Corporation entered into th

Second Amendment to Restricted Stock Grant Agreement, as amended, dated December 10, 2015, between Pershing Gold Corporation and Eric Alexander (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 16, 2015) +

Exhibit 10.3 PERSHING GOLD CORPORATION SECOND AMENDMENT TO RESTRICTED STOCK GRANT AGREEMENT (Non-Assignable) This Second Amendment to Restricted Stock Grant Agreement (this ?Amendment?) is dated as of December 10, 2015, by and between Eric Alexander (?Holder?) and Pershing Gold Corporation, a Nevada corporation (the ?Corporation?). A. On February 12, 2013, Holder and the Corporation entered into t

First Amendment to Restricted Stock Grant Agreement, dated December 10, 2015, between Pershing Gold Corporation and Eric Alexander (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 16, 2015) +

Exhibit 10.2 PERSHING GOLD CORPORATION FIRST AMENDMENT TO RESTRICTED STOCK GRANT AGREEMENT (Non-Assignable) This First Amendment to Restricted Stock Grant Agreement (this “Amendment”) is dated as of December 10, 2015, by and between Eric Alexander (“Holder”) and Pershing Gold Corporation, a Nevada corporation (the “Corporation”). A. On December 16, 2013, Holder and the Corporation entered into tha

First Amendment to Restricted Stock Grant Agreement, dated December 10, 2015, between Pershing Gold Corporation and Eric Alexander (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 16, 2015) +

Exhibit 10.1 PERSHING GOLD CORPORATION FIRST AMENDMENT TO RESTRICTED STOCK GRANT AGREEMENT (Non-Assignable) This First Amendment to Restricted Stock Grant Agreement (this ?Amendment?) is dated as of December 10, 2015, by and between Eric Alexander (?Holder?) and Pershing Gold Corporation, a Nevada corporation (the ?Corporation?). A. On December 11, 2014, Holder and the Corporation entered into tha

Pershing Gold FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2015 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commissi

First Amendment to Restricted Stock Grant Agreement, dated December 10, 2015, between Pershing Gold Corporation and Debra Struhsacker (Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 16, 2015) +

EX-10.7 8 v427117ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 PERSHING GOLD CORPORATION FIRST AMENDMENT TO RESTRICTED STOCK GRANT AGREEMENT (Non-Assignable) This First Amendment to Restricted Stock Grant Agreement (this “Amendment”) is dated as of December 10, 2015, by and between Debra Struhsacker (“Holder”) and Pershing Gold Corporation, a Nevada corporation (the “Corporation”). A. On December 16, 2013,

First Amendment to Restricted Stock Grant Agreement, dated December 10, 2015, between Pershing Gold Corporation and Timothy Janke (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 16, 2015) +

Exhibit 10.5 PERSHING GOLD CORPORATION FIRST AMENDMENT TO RESTRICTED STOCK GRANT AGREEMENT (Non-Assignable) This First Amendment to Restricted Stock Grant Agreement (this ?Amendment?) is dated as of December 10, 2015, by and between Timothy Janke (?Holder?) and Pershing Gold Corporation, a Nevada corporation (the ?Corporation?). A. On December 11, 2014, Holder and the Corporation entered into that

First Amendment to Restricted Stock Grant Agreement, dated December 10, 2015, between Pershing Gold Corporation and Debra Struhsacker (Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 16, 2015) +

Exhibit 10.8 PERSHING GOLD CORPORATION FIRST AMENDMENT TO RESTRICTED STOCK GRANT AGREEMENT (Non-Assignable) This First Amendment to Restricted Stock Grant Agreement (this ?Amendment?) is dated as of December 10, 2015, by and between Debra Struhsacker (?Holder?) and Pershing Gold Corporation, a Nevada corporation (the ?Corporation?). A. On December 11, 2014, Holder and the Corporation entered into

Pershing Gold POS AM

As filed with the Securities and Exchange Commission on December 15, 2015. Registration No. 333?204717 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3* REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERSHING GOLD CORPORATION (Exact name of registrant as specified in its charter) Nevada 26-0657736 (State or othe

Pershing Gold FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2015 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commissi

Amended Severance Compensation Agreement, dated November 19, 2015, between Pershing Gold Corporation and Eric Alexander (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 24, 2015) +

EX-10.1 2 v425589ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDED SEVERANCE COMPENSATION AGREEMENT This Amended Severance Compensation Agreement (this “Agreement”) is made and entered into as of November 19, 2015 (the “Effective Date”) by and between Eric Alexander (the “Employee”) and Pershing Gold Corporation, a Nevada corporation (the “Company”), collectively the (“Parties”). RECITALS WHEREAS, Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-54710 Pershi

529,957 Shares PERSHING GOLD CORPORATION Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333?198597 PROSPECTUS 529,957 Shares PERSHING GOLD CORPORATION Common Stock PROSPECTUS This prospectus relates to the sale by the selling stockholders identified in this prospectus of up to 529,957 shares of our common stock, par value $0.0001 per share, which includes (i) 378,538 shares issued to the selling stockholders and (ii) 151,419

1,366,027 Shares PERSHING GOLD CORPORATION Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333?179073 PROSPECTUS 1,366,027 Shares PERSHING GOLD CORPORATION Common Stock PROSPECTUS This prospectus relates to the sale by the selling stockholders identified in this prospectus of up to 1,366,027 shares of our common stock, par value $0.0001 per share, which includes (i) 1,000,490 shares issued to certain selling stockholders in con

1,984,128 Shares PERSHING GOLD CORPORATION Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333?200739 PROSPECTUS 1,984,128 Shares PERSHING GOLD CORPORATION Common Stock PROSPECTUS This prospectus relates to the sale by the selling stockholders identified in this prospectus of up to 1,984,128 shares of our common stock, par value $0.0001 per share. The shares offered hereby were issued to the selling stockholders in connection w

1,421,884 Shares PERSHING GOLD CORPORATION Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-192317 PROSPECTUS 1,421,884 Shares PERSHING GOLD CORPORATION Common Stock PROSPECTUS This prospectus relates to the sale by the selling stockholders identified in this prospectus of up to 1,421,884 shares of our common stock, par value $0.0001 per share, of which (i) 585,432 shares have been issued, or are issuable, to holders of Seri

2,258,751 Shares PERSHING GOLD CORPORATION Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333?198438 PROSPECTUS 2,258,751 Shares PERSHING GOLD CORPORATION Common Stock PROSPECTUS This prospectus relates to the sale by the selling stockholders identified in this prospectus of up to 2,258,751 shares of our common stock, par value $0.0001 per share, which includes (i) 1,613,383 shares issued to the selling stockholders and (ii) 6

PROSPECTUS SUPPLEMENT NO. 2 TO THE PROSPECTUS DATED JUNE 17, 2015 Pershing Gold Corporation

Filed Pursuant to Rule 424(b)(3) Registration No. 333-204717 PROSPECTUS SUPPLEMENT NO. 2 TO THE PROSPECTUS DATED JUNE 17, 2015 Pershing Gold Corporation This Prospectus Supplement No. 2 updates, amends and supplements our Prospectus dated June 17, 2015, as previously amended on June 29, 2015 (the “Prospectus”). We have attached to this Prospectus Supplement No. 2 the Quarterly Report on Form 10-Q

Pershing Gold POS AM

As filed with the Securities and Exchange Commission on September 23, 2015. Registration No. 333?192317 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3* REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERSHING GOLD CORPORATION (Exact name of registrant as specified in its charter) Nevada 26-0657736 (State or oth

Pershing Gold FORM POS AM

As filed with the Securities and Exchange Commission on September 23, 2015. Registration No. 333?198438 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3* REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERSHING GOLD CORPORATION (Exact name of registrant as specified in its charter) Nevada 26-0657736 (State or oth

Pershing Gold POS AM

As filed with the Securities and Exchange Commission on September 23, 2015. Registration No. 333?198597 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3* REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERSHING GOLD CORPORATION (Exact name of registrant as specified in its charter) Nevada 26-0657736 (State or oth

Pershing Gold FORM POS AM

As filed with the Securities and Exchange Commission on September 23, 2015. Registration No. 333?179073 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-1 ON FORM S-3* REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERSHING GOLD CORPORATION (Exact name of registrant as specified in its charter) Nevada 26-0657736 (State or oth

Pershing Gold POS AM

As filed with the Securities and Exchange Commission on September 23, 2015. Registration No. 333?200739 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3* REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PERSHING GOLD CORPORATION (Exact name of registrant as specified in its charter) Nevada 26-0657736 (State or oth

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2015 Pershing Gold Corporation (exact name of registrant as specified in its charter) Nevada 000-54710 26-0657736 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-54710 Pershing Go

Severance Compensation Agreement, dated September 19, 2013, between the Company and Debra Struhsacker (Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 13, 2015) +

Exhibit 10.4 SEVERANCE COMPENSATION AGREEMENT This Severance Compensation Agreement (this ?Agreement?) is made and entered into as of September 19, 2013 (the ?Effective Date?) by and between Debra W. Struhsacker (the ?Employee?) and Pershing Gold Corporation, a Nevada corporation (the ?Company?). RECITALS WHEREAS, Employee is the Corporate Vice President of the Company. WHEREAS, the Company believ