Pershing Gold Corporation (NASDAQ:PGLC) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On December 2, 2016, Pershing Gold Corporation (the Company)
entered into an Underwriting Agreement (the Underwriting
Agreement) with Laidlaw Company (UK) Ltd. (Laidlaw or the
Underwriter) to which, among other things, the Company agreed to
issue and sell to the Underwriter, in an underwritten public
offering (the Offering), an aggregate of 2,205,883 shares of the
Companys common stock, par value $0.0001 (the Common Stock), at a
public offering price of $3.40 per share of Common Stock. In
addition, the Company granted to the Underwriter an option,
exercisable in whole or in part at any time for a period of 45
days following December 2, 2016, to purchase up to an additional
330,882 shares of Common Stock at a public offering price of
$3.40 per share, to cover overallotments, if any. This offering
is being completed on a best efforts basis, and the Underwriter
has no obligation to buy any shares of common stock from the
Company or to arrange for the purchase or sale of any specific
number or dollar amount of shares of the Companys common stock.

The shares of Common Stock are being offered and sold to the
public to the Companys effective shelf registration statement on
Form S-3 and accompanying prospectus (File No. 333-211910), which
was declared effective by the Securities and Exchange Commission
(the SEC) on June 29, 2016, and a preliminary prospectus
supplement and final prospectus supplement filed with the SEC on
December 1, 2016 and December 2, 2016, respectively, in
connection with the Companys takedown relating to the Offering.

Net proceeds from the Offering are expected to be approximately
$6.7 million (excluding the purchase of any sale of shares of
Common Stock to the overallotment option granted to the
Underwriter), after deducting underwriting discounts and
commissions and estimated Offering expenses payable by the
Company. The Company intends to use the net proceeds from the
Offering for advancing its Relief Canyon project, capital
expenditures, working capital and general corporate purposes. The
purchase and sale of the Common Stock, and the closing of the
Offering, is expected to take place on or about December 7, 2016,
subject to the satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations,
warranties and covenants by the Company. It also provides for
customary indemnification by each of the Company and the
Underwriter for losses or damages arising out of or in connection
with the Offering, including for liabilities under the Securities
Act of 1933, as amended, other obligations of the parties and
termination provisions. In addition, to the terms of the
Underwriting Agreement, each of the Companys directors and
executive officers have entered into lock-up agreements with the
Underwriter that generally prohibit, without the prior written
consent of the Underwriter, the sale, transfer or other
disposition of securities of the Company for a period ending 45
days following December 2, 2016.

The foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by
reference to the copy of the Underwriting Agreement, which is
filed as Exhibit 1.1 to this Current Report on Form 8-K.

The representations, warranties and covenants contained in the
Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit
of the parties to the Underwriting Agreement and may be subject
to limitations agreed upon by the contracting parties.
Accordingly, the Underwriting Agreement is incorporated herein by
reference only to provide investors with information regarding
the terms of the Underwriting Agreement and not to provide
investors with any other factual information regarding the
Company or its business, and should be read in conjunction with
the disclosures in the Companys periodic reports and other
filings with the SEC.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements that involve risks and uncertainties, such as
statements related to the anticipated closing of the Offering and
the amount of net proceeds expected from the Offering. The risks
and uncertainties involved include the Companys ability to
satisfy certain conditions to closing on a timely basis or at
all, market conditions, and other risks detailed from time to
time in the Companys periodic reports and other filings with the
SEC. You are cautioned not to place undue reliance on
forward-looking statements, which are based on the Companys
current expectations and assumptions and speak only as of the
date of this Current Report on Form 8-K. The Company does not
intend to revise or update any forward-looking statement in this
Current Report on Form 8-K as a result of new information future
events or otherwise, except as required by law.

Item 8.01 Other Events.

On December 1, 2016, the Company issued a press release
announcing the Offering. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

On December 2, 2016, the Company issued a press release
announcing the pricing of Offering. A copy of the press release
is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.

Item 9.01 Financial Statements and Exhibits.

About Pershing Gold Corporation (NASDAQ:PGLC)

Pershing Gold Corporation is a gold and precious metals exploration company. The Company focuses on exploration, development and mining opportunities in Nevada. The Company is focused on exploration at its Relief Canyon properties in Pershing County in northwestern Nevada. The Company operates its business directly and also through its subsidiary, Gold Acquisition Corp. Gold Acquisition Corp. owns and is engaged in conducting exploration on the Relief Canyon Mine property in northwestern Nevada. The Company is engaged in conducting exploration on the Relief Canyon expansion properties. The Relief Canyon Mine includes approximately three open pit mines, heap leach pads consisting of approximately six cells, approximately two solution ponds and a cement block constructed adsorption desorption-recovery (ADR) solution processing circuit. The Pershing Pass property includes approximately 490 lode mining claims. The Company has not generated any revenues.

Pershing Gold Corporation (NASDAQ:PGLC) Recent Trading Information

Pershing Gold Corporation (NASDAQ:PGLC) closed its last trading session down -0.25 at 3.51 with 469,468 shares trading hands.