Pershing Gold Corp. (Form: 10-Q, Received: 08/13/2015 18:03:34)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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 Gold Corporation

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)		26-0657736 (I.R.S. Employer Identification No.)

1658 Cole Boulevard Building 6, Suite 210 Lakewood CO		80401
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (720) 974-7248

(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o		Accelerated filer o

Non-accelerated filer o		Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 13, 2015, there were 21,707,671 shares of common stock, par value $0.0001, outstanding.

PERSHING GOLD CORPORATION

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION

ITEM 1	Financial Statements	3

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	22

ITEM 4	Controls and Procedures	22

PART II — OTHER INFORMATION

ITEM 1	Legal Proceedings	23

ITEM 1A	Risk Factors	23

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	23

ITEM 3	Defaults Upon Senior Securities	23

ITEM 4	Mine Safety Disclosures	23

ITEM 5	Other Information	23

ITEM 6	Exhibits	23

ITEM 1 Financial Statements

PERSHING GOLD CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2015			2014
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	12,923,858		$	15,147,837
Restricted cash		2,250,000			2,250,000
Prepaid expenses and other current assets		613,442			798,633

Total Current Assets		15,787,300			18,196,470

NON - CURRENT ASSETS:
Property and equipment, net		5,902,824			6,398,221
Mineral rights		22,786,912			16,786,912
Reclamation bond deposit		25,000			25,000

Total Non - Current Assets		28,714,736			23,210,133

Total Assets	$	44,502,036		$	41,406,603

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	569,743		$	714,291
Note payable - current portion		25,347			24,423
Deferred rent		11,697			-

Total Current Liabilities		606,787			738,714

LONG-TERM LIABILITIES:
Note payable - long term portion		4,410			17,319
Asset retirement obligation		781,299			798,605

Total Liabilities		1,392,496			1,554,638

Commitments and Contingencies

STOCKHOLDERS' EQUITY :
Preferred stock, $0.0001 par value; 50,000,000 authorized
Convertible Series A Preferred stock ($0.0001 Par Value; 2,250,000 Shares Authorized;
none issued and outstanding as of June 30, 2015 and December 31, 2014)		-			-
Convertible Series B Preferred stock ($0.0001 Par Value; 8,000,000 Shares Authorized;
none issued and outstanding as of June 30, 2015 and December 31, 2014)		-			-
Convertible Series C Preferred stock ($0.0001 Par Value; 3,284,396 Shares Authorized;
none issued and outstanding as of June 30, 2015 and December 31, 2014)		-			-
Convertible Series D Preferred stock ($0.0001 Par Value; 7,500,000 Shares Authorized;
none issued and outstanding as of June 30, 2015 and December 31, 2014)		-			-
Convertible Series E Preferred stock ($0.0001 Par Value; 15,151 Shares Authorized;
9,425 shares issued and outstanding as of June 30, 2015 and and December 31, 2014)		1			1
Common stock ($0.0001 Par Value; 200,000,000 Shares Authorized;
21,707,671 and 19,745,223 shares issued and outstanding as of June 30, 2015 and December 31, 2014)		2,171			1,975
Additional paid-in capital		169,404,612			158,018,742
Accumulated deficit		(126,297,244	)		(118,168,753	)

Total Stockholders' Equity		43,109,540			39,851,965

Total Liabilities and Stockholders' Equity	$	44,502,036		$	41,406,603

See accompanying notes to unaudited consolidated financial statements.

PERSHING GOLD CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2015			2014			2015			2014
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Net revenues	$	-		$	-		$	-		$	-

Operating expenses:
Compensation and related taxes		987,958			1,068,955			2,067,803			2,345,083
Exploration cost		1,418,338			1,346,699			2,859,934			1,881,425
Consulting fees		361,662			375,258			662,768			653,051
General and administrative expenses		1,303,746			1,048,361			2,537,128			2,071,371

Total operating expenses		4,071,704			3,839,273			8,127,633			6,950,930

Loss from operations		(4,071,704	)		(3,839,273	)		(8,127,633	)		(6,950,930	)

Other income (expenses):
Interest expense and other finance costs, net of interest income		(551	)		(1,065	)		(858	)		(2,231	)

Total other income (expenses) - net		(551	)		(1,065	)		(858	)		(2,231	)

Loss before provision for income taxes		(4,072,255	)		(3,840,338	)		(8,128,491	)		(6,953,161	)

Provision for income taxes		-			-			-			-

Net loss	$	(4,072,255	)	$	(3,840,338	)	$	(8,128,491	)	$	(6,953,161	)

Net loss per common share, basic and diluted	$	(0.19	)	$	(0.25	)	$	(0.40	)	$	(0.45	)

Weighted average common shares outstanding - basic and diluted		21,454,509			15,570,592			20,171,334			15,503,651

See accompanying notes to unaudited consolidated financial statements.

PERSHING GOLD CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Six Months Ended June 30,
	2015			2014
	(Unaudited)			(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss	$	(8,128,491	)	$	(6,953,161	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		565,663			488,054
Accretion		23,074			-
Stock-based compensation		924,224			1,532,846

Changes in operating assets and liabilities:
Other receivables		-			(26,073	)
Prepaid expenses and other current assets		185,191			187,130
Accounts payable and accrued expenses		(144,548	)		131,607
Deferred rent		11,697			-

NET CASH USED IN OPERATING ACTIVITIES		(6,563,190	)		(4,639,597	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of mineral rights		(6,000,000	)		-
Asset retirement obligation settled		(18,737	)		-
Purchase of property and equipment		(91,909	)		(88,030	)

NET CASH USED IN INVESTING ACTIVITIES		(6,110,646	)		(88,030	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, net of issuance costs		10,461,842			-
Purchase of treasury stock		-			(181,421	)
Payments on notes payable		(11,985	)		(11,127	)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		10,449,857			(192,548	)

NET DECREASE IN CASH AND CASH EQUIVALENTS		(2,223,979	)		(4,920,175	)

CASH AND CASH EQUIVALENTS - beginning of period		15,147,837			7,743,107

CASH AND CASH EQUIVALENTS - end of period	$	12,923,858		$	2,822,932

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	1,370		$	2,231
Income taxes	$	-		$	-

See accompanying notes to unaudited consolidated financial statements.

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS

Pershing Gold Corporation (the “Company”), formerly named Sagebrush Gold Ltd., was incorporated under the laws of the State of Nevada on August 2, 2007. The Company is a gold and precious metals exploration company pursuing exploration and development opportunities primarily in Nevada. The Company is currently focused on exploration of its Relief Canyon properties in Pershing County in northwestern Nevada. None of the Company’s properties contain proven and probable reserves, and all of the Company’s activities on all of its properties are exploratory in nature.

On August 30, 2011, the Company, through its wholly-owned subsidiary, Gold Acquisition Corp. (“Gold Acquisition”), acquired the Relief Canyon Mine property (“Relief Canyon”) located in Pershing County, near Lovelock, Nevada.

A wholly-owned subsidiary, Pershing Royalty Company, a Delaware corporation, was formed on May 17, 2012 to hold royalty interests in two gold exploration properties.

A wholly-owned subsidiary, EXCX Funding Corp., a Nevada corporation, was formed in January 2011 and held a note payable - related party, which was exchanged for the Company’s Series E Convertible Preferred Stock (“Series E Preferred Stock”) and warrants in August 2013 and was cancelled. On April 6, 2014 EXCX Funding Corp. was liquidated and dissolved.

On June 17, 2015, the Board of Directors of the Company approved a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-18 (the “Reverse Stock Split”) which became effective on June 18, 2015. In connection with the Reverse Stock Split, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation, as amended, with the Nevada Secretary of State to reduce the number of shares of Common Stock the Company is authorized to issue from 800,000,000 to 200,000,000. All share and per share values of the Company’s Common Stock for all periods presented in the accompanying unaudited consolidated financial statements are retroactively restated for the effect of the Reverse Stock Split in accordance with Staff Accounting Bulletin Topic 4C: Equity Accounts – Change in Capital Structure (“SAB Topic 4C”).

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

The unaudited consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and present the consolidated financial statements of the Company as of June 30, 2015. All intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position as of June 30, 2015, and the results of operations and cash flows for the six months ended June 30, 2015 have been included. The results of operations for the six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the full year. The accounting policies and procedures employed in the preparation of these consolidated financial statements have been derived from the audited financial statements of the Company for the fiscal year ended December 31, 2014, which are contained in the Company’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 5, 2015. The consolidated balance sheet as of December 31, 2014, contained herein, was derived from those financial statements.

Use of estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the useful life of property and equipment, amounts and timing of closure obligations, the assumptions used to calculate fair value of restricted stock units, options and warrants granted, stock-based compensation, beneficial conversion on convertible notes payable and preferred stock, capitalized mineral rights, asset valuations, timing of the performance criteria of restricted stock units and the fair value of common stock issued.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At June 30, 2015, the Company had bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits.

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Restricted cash

Restricted cash consists of cash and investments which are held as collateral under a surface management surety bond issued on the Company’s behalf.

Fair value of financial instruments

The Company adopted Accounting Standards Codification (“ASC’) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

These inputs are prioritized below:

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. The carrying amount of the note payable at June 30, 2015 approximates its respective fair value based on the Company’s incremental borrowing rate.

Prepaid expenses and other current assets

Prepaid expenses and other current assets of $613,442 and $798,633 at June 30, 2015 and December 31, 2014, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses principally include prepayments for consulting and business advisory services, insurance premiums, drilling services, mining claim fees and mineral lease fees which are being amortized over the terms of their respective agreements.

Mineral property acquisition and exploration costs

Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production method over the estimated life of the proven and probable reserves. If in the future the Company has capitalized mineral properties, these properties will be periodically assessed for impairment.

To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are being expensed.

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

ASC 930-805, “Extractive Activities-Mining: Business Combinations” (“ASC 930-805”), states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims.

ASC 930-805-30-1 and 30-2 provides that in fair valuing mineral assets, an acquirer should take into account both:

· The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets.

· The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants.

Property and equipment

Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally one to 25 years.

Impairment of long-lived assets

The Company accounts for the impairment or disposal of long-lived assets according to the ASC 360, “Property, Plant and Equipment”. The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of long-lived assets, including mineral rights, may not be recoverable. Long-lived assets in the exploration stage are monitored for impairment based on factors such as the Company’s continued right to explore the area, exploration reports, assays, technical reports, drill results and the Company’s continued plans to fund exploration programs on the property, and whether sufficient work has been performed to indicate that the carrying amount of the mineral property cost carried forward as an asset will not be fully recovered. The tests for long-lived assets in the exploration stage are monitored for impairment based on factors such as current market value of the long-lived assets and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The Company did not record any impairment of its long-lived assets at June 30, 2015 and December 31, 2014, respectively.

Asset Retirement Obligations

Asset retirement obligations (“ARO”), consisting primarily of estimated mine reclamation and closure costs at the Company’s Relief Canyon property, are recognized in the period incurred and when a reasonable estimate can be made, and recorded as liabilities at fair value. Such obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to accretion expense. Corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s remaining useful life. Asset retirement obligations are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimated timing or amount of reclamation and closure costs. The Company reviews and evaluates its asset retirement obligations annually or more frequently at interim periods if deemed necessary.

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income taxes

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed.

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation” (“ASC 718”), which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, “Equity Based Payments to Non-employees”, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

Related party transaction

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions.

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent accounting pronouncements

In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements—Going Concern” (“ASU No. 2014-15”). The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements.

In November 2014, FASB issued ASU No. 2014-17, “Business Combinations: Pushdown Accounting” (“ASU No. 2014-17”). This ASU amended the Business Combination Accounting Standards Codification to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. The Company’s adoption of ASU No. 2014-17 effective November 14, 2014 did not have an impact on the Company’s consolidated results of operations, financial position and related disclosures.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

NOTE 3 — MINERAL PROPERTIES

The Company’s Relief Canyon property rights currently total approximately 25,000 acres and are comprised of approximately 948 owned unpatented mining claims, 120 owned millsite claims, 172 leased unpatented mining claims, and 2,235 acres of leased and 2,770 acres of subleased private lands. Most of the property on which the Relief Canyon deposit is located is subject to a 2% net smelter return production royalty, with a portion of that property subject to net smelter return production royalties totaling 4.5%. The rest of the property is subject, under varying circumstances, to net smelter return production royalties ranging from 2% to 5%.

Pershing Pass Property

The Pershing Pass property consists of over 700 unpatented mining claims covering approximately 12,000 acres and a mining lease of private lands covering approximately 600 acres. Out of the total unpatented mining claims, 17 unpatented mining claims are subject to a 2% net smelter return royalty and 19 unpatented mining claims are leased with a purchase option.

The primary term of the unpatented mining claim lease referenced above is ten years ending in January 2023, which may be extended as long as mineral exploration, development or mining continue on the property. Production from the lease is subject to a 1% net smelter return royalty on precious metals and a 0.5% net smelter royalty on all other metals produced from the leased property. Prior to production, and starting in September 2016, the Company is required to pay a $10,000 per year advance minimum royalty payment until September 2023. The annual advance minimum royalty increases to $12,500 in September 2023, to $15,000 in September 2028 and to $20,000 in September 2033. The Company has the right to buy the leased claims at any time for $250,000.

The primary term of the private lands lease referenced above is ten years ending in January 2023, which may be extended as long as mineral development work continues on the property. Production from the lease is subject to a 2% net smelter return royalty on all metals produced other than gold, and to a royalty on gold indexed to the gold price, ranging from 2% at gold prices of less than $500 per ounce to 3.5% at gold prices over $1,500 per ounce. Prior to one year after commercial production, the Company can repurchase up to 3% of the royalty on gold production at the rate of $600,000 for each 1%.

Newmont Properties

On April 5, 2012, the Company purchased from Victoria Gold Corp. and Victoria Resources (US) Inc. their interest in approximately 13,300 acres of mining claims and private lands adjacent to the Company’s original landholdings at the Relief Canyon Mine in Pershing County, Nevada.

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

NOTE 3 — MINERAL PROPERTIES (continued)

Approximately 8,900 acres of the lands that the Company acquired from Victoria Gold Corporation were a leasehold interest comprised of unpatented mining claims and private lands subject to a 2006 Mineral Lease and Sublease with Newmont USA Ltd. (“Newmont”), which the Company refers to as the Newmont Leased property. At that time, the Newmont Leased property consisted of 155 unpatented lode mining claims owned by Newmont comprising approximately 2,800 acres, approximately 4,900 acres of privately-owned fee minerals leased by Newmont from the owners, and 62 unpatented mining claims that were owned by Victoria within the Newmont Leased property and area of interest.

On January 14, 2015, the Company entered into an Asset Purchase Agreement with Newmont pursuant to which the Company acquired for $6.0 million 74 unpatented mining claims totaling approximately 1,300 acres that the Company had previously leased from Newmont, and entered into a new mining lease directly with New Nevada Resources, LLC and New Nevada Lands, LLC for approximately 1,600 acres of fee, or private, land that the Company had previously subleased from Newmont.

New Mining Lease with New Nevada Resources and New Nevada Lands, Replacing Portion of Newmont Sublease

As part of the January 2015 transactions completed pursuant to the Asset Purchase Agreement, a subsidiary of the Company entered into a Mining Lease (the “2015 Mining Lease”) with New Nevada Resources, LLC and New Nevada Lands, LLC (the “Owners”), covering certain fee lands (the “Leased Properties”) included in the Company’s Relief Canyon properties. The 2015 Mining Lease has a term of twenty years and for as long thereafter as any mining, development or processing operations are being conducted on a continuous basis. The 2015 Mining Lease contains customary terms and conditions, including an advance royalty and a 2.5% net smelter returns production royalty on the Leased Properties payable to the Owners.

Newmont Leased Property

As part of the Asset Purchase Agreement transactions, Newmont and the Company entered into an amendment of the 2006 Minerals Lease and Sublease (the “Third Amendment”), pursuant to which the Company agreed to a $2.6 million work commitment on the properties remaining subject to the 2006 Minerals Lease and Sublease to be expended by the seventh anniversary of the effective date of the Third Amendment. As of mid-June 2015, the Company can credit approximately $2.4 million in exploration expenditures already incurred against the $2.6 million work commitment.

Also as part of the transactions completed pursuant to the Asset Purchase Agreement, Newmont and the Owners entered into a new Mining Lease (the “2015 Newmont Lease”) covering about 2,770 acres of private lands included in the Company’s Relief Canyon properties (the “Subleased Properties”) and subleased by the Company from Newmont pursuant to the 2006 Minerals Lease and Sublease. The 2015 Newmont Lease has a term of twenty years and for as long thereafter as any mining, development or processing operations are being conducted or a continuous basis. The 2015 Newmont Lease contains customary terms and conditions, including an advance royalty and a 2.5% net smelter returns production royalty on the Subleased Properties payable to the Owners. The Company continues to hold rights to the Subleased Properties pursuant to its 2006 Minerals Lease and Sublease with Newmont.

General

The Company has posted a statewide surface management surety bond with the United States Department of the Interior Bureau of Land Management (“BLM”) as required by the State of Nevada in an amount of approximately $5.6 million, which is approximately $120,000 in excess of the coverage requirement as of June 30, 2015, to reclaim land disturbed in its exploration and mining operations. The surface management surety bond is provided through a third-party insurance underwriter. When the bond was issued in November 2013, the Company was required to place $2,250,000, or 45% of the original $5.0 million bond, in a collateral account. No further collateral has been required for subsequent increases in the bond amount. The funds deposited in the collateral account are classified as restricted cash on the Company’s balance sheet.

As of June 30, 2015, based on management’s review of the carrying value of mineral rights, management determined that there is no evidence that the cost of these acquired mineral rights will not be fully recovered and accordingly, the Company has determined that no adjustment to the carrying value of mineral rights was required.

As of the date of these consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and has incurred only acquisition and exploration costs.

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

NOTE 3 — MINERAL PROPERTIES (continued)

Mineral properties consisted of the following:

	June 30, 2015 (Unaudited)		December 31, 2014
Relief Canyon Mine — Gold Acquisition	$	8,501,071	$	8,501,071
Relief Canyon Mine — Newmont Properties		13,709,441		7,709,441
Pershing Pass Property		576,400		576,400

	$	22,786,912	$	16,786,912

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	Estimated Life	June 30, 2015 (Unaudited)			December 31, 2014
Furniture and fixtures	5 years	$	56,995		$	56,995
Office and computer equipment	1 - 5 years		402,835			402,835
Land	—		358,886			266,977
Building and improvements	5 - 25 years		815,036			817,187
Site costs	10 years		1,403,762			1,407,465
Crushing system	20 years		2,489,298			2,495,865
Process plant and equipment	10 years		3,495,742			3,504,964
Vehicles and mining equipment	5 - 10 years		699,025			699,025
			9,721,579			9,651,313
Less: accumulated depreciation			(3,818,755	)		(3,253,092	)

		$	5,902,824		$	6,398,221

For the six months ended June 30, 2015 and 2014, depreciation expense amounted to $565,663 and $488,054, respectively.

NOTE 5 — NOTES PAYABLE

In August 2012, the Company issued a note payable in the amount of $92,145 in connection with the acquisition of mining equipment. The note payable bears interest at approximately 7% per annum and is secured by a lien on the mining equipment. The note is payable in 48 equal monthly payments of $2,226.

Notes payable — short and long term portion consisted of the following:

	June 30, 2015 (Unaudited)			December 31, 2014
Total notes payable	$	29,757		$	41,742
Less: current portion		(25,347	)		(24,423	)
Long term portion	$	4,410		$	17,319

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

NOTE 6 – ASSET RETIREMENT OBLIGATIONS

In conjunction with the permit approval permitting the Company to resume mining in the existing open pits at the Relief Canyon Mine during the third quarter of 2014, the Company has recorded an asset retirement obligation based upon the reclamation plan submitted in connection with the permit.

The following table summarizes activity in the Company’s ARO:

	For the Six Months Ended June 30, 2015
Balance, beginning of period	$	798,605
Accretion expense		23,074
Reclamation expenditures		(18,737	)
Additions and changes in estimates		(21,643	)
Balance, end of period	$	781,299

NOTE 7 — STOCKHOLDERS’ EQUITY

On June 17, 2015, the Board of Directors of the Company approved a reverse stock split of the Company’s Common Stock at a ratio of 1-for-18 (the “Reverse Stock Split”) which became effective on, June 18, 2015. In connection with the Reverse Stock Split, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation, as amended, with the Nevada Secretary of State to reduce the number of shares of Common Stock the Company is authorized to issue from 800,000,000 to 200,000,000. All share and per share values of the Company’s Common Stock for all periods presented in the accompanying consolidated financial statements are retroactively restated for the effect of the Reverse Stock Split in accordance with SAB Topic 4C.

Preferred Stock

The Company is authorized within the limitations and restrictions stated in the Amended and Restated Articles of Incorporation to provide by resolution or resolutions for the issuance of 50,000,000 shares of Preferred Stock, par value $0.0001 per share in such series and with such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions as the Company’s Board of Directors establish.

Series A Convertible Preferred Stock

As of June 30, 2015, 2,250,000 shares of Series A Preferred Stock, $0.0001 par value, were authorized with none outstanding.

Series B Convertible Preferred Stock

As of June 30, 2015, 8,000,000 shares of Series B Preferred Stock, $0.0001 par value, were authorized with none outstanding.

Series C Convertible Preferred Stock

As of June 30, 2015, 3,284,396 shares of Series C Preferred Stock, $0.0001 par value, were authorized with none outstanding.

9% Series D Cumulative Preferred Stock

As of June 30, 2015, 7,500,000 shares of Series D Preferred Stock, $0.0001 par value, were authorized with none outstanding.

Series E Convertible Preferred Stock

As of June 30, 2015, 15,151 shares of Series E Preferred Stock, $0.0001 par value, were authorized with 9,425 Series E shares outstanding.

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

NOTE 7 — STOCKHOLDERS’ EQUITY (continued)

As a result of the Reverse Stock Split, the conversion price of the Company’s Series E Convertible Preferred Stock was proportionately adjusted to $5.04. Accordingly, each share of Series E Preferred Stock is now convertible into approximately 196.429 shares of the Company’s Common Stock.

Common Stock

Private Placement

In April 2015, the Company raised approximately $11.5 million in gross proceeds through a private placement to certain accredited investors of a total of 1,962,501 Units priced at $5.85 per Unit, with each Unit comprised of one share (the “Unit Shares”) of the Company’s Common Stock and a 24 month warrant (the “Warrant”) to purchase 0.4 of a share of Common Stock (the “Warrant Shares”) at an exercise price of $7.92. Net proceeds totaled approximately $10.5 million after commissions and legal fees. A total of 1,962,501 shares of Common Stock and warrants to acquire 785,045 shares of Common Stock were issued in the private placement, with 30 month warrants to acquire an additional 120,187 shares of Common Stock at an exercise price of $5.85 issued to broker-dealers acting on behalf of the Company in the placement.

In connection with the private placement, the Company and the investors entered into registration rights agreements which require the Company to file a registration statement under the Securities Act of 1933, as amended, to register the resale of the Common Stock issued as part of the Units and the Common Stock issuable upon the exercise of the Warrants. The Registration Rights Agreement also contains piggyback registration rights requiring the Company to include the investors’ shares of Common Stock under certain circumstances in future registration statements that may be filed by the Company.

Restricted Stock Units

Between June 8, 2015 and June 9, 2015, the Company granted an aggregate of 66,668 shares of restricted stock units to certain of the Company’s non-employee members of the board of directors. The fair market value on the date of grant was approximately $406,000. The restricted stock units vest over a three year period. For each vested restricted stock unit, the holder will be entitled to receive one unrestricted share of the Company's Common Stock subject to acceleration upon the holder's termination of service on the Company's board of directors or upon a change in control.

On June 28, 2015, the Company granted an aggregate of 700,000 restricted stock units to Mr. Stephen Alfers, the Company’s Chief Executive Officer and President. Under the terms of the agreement, 300,000 restricted stock units (the “Initial RSUs”) are subject to vesting upon Mr. Alfers’ continuous employment through December 31, 2018, with earlier vesting upon certain events, such as a change in control. The remaining 400,000 restricted stock units (the “Incentive RSUs”) are subject to vesting upon the attainment of certain performance-based milestones set forth in the agreement and become fully vested upon a change in control. For each fully vested restricted stock unit, Mr. Alfers will be entitled to receive one share of Common Stock upon the earlier of December 31, 2018, Mr. Alfers’ separation from service or death, or a change in control. The fair market value on the date of grant of Mr. Alfers’ restricted stock units was approximately $1,755,000 and $2,340,000 for the Initial RSU’s and Incentive RSU’s, respectively. Compensation expense will be recognized on the Incentive RSU’s as the targets are obtained.

During the six months ended June 30, 2015 and 2014, the Company recorded stock-based compensation expense in connection with restricted stock and restricted stock unit awards of $899,915 and $1,484,423, respectively. At June 30, 2015, there was a total of $5,596,143 unrecognized compensation expense in connection with restricted stock and restricted stock unit awards.

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

NOTE 7 — STOCKHOLDERS’ EQUITY (continued)

Common Stock Options

A summary of the Company’s outstanding stock options as of June 30, 2015 and changes during the period then ended are presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at December 31, 2014		1,811,121	$	7.20		7.18
Granted		—		—		—
Exercised		—		—		—
Forfeited		—		—		—
Cancelled		—		—		—
Balance at June 30, 2015		1,811,121		7.20		6.68

Options exercisable at end of period		1,811,121	$	7.20
Options expected to vest		—
Weighted average fair value of options granted during the period			$	—

At June 30, 2015 there was approximately $2,000 intrinsic value for the stock options outstanding in the above table.

Common Stock Warrants

A summary of the Company’s outstanding stock warrants as of June 30, 2015 and changes during the period then ended are presented below:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at December 31, 2014		2,114,188	$	7.74		1.83
Granted		913,566		7.62		1.87
Cancelled		—		—		—
Forfeited		—		—		—
Exercised		—		—		—
Balance at June 30, 2015		3,027,754	$	7.65		1.50

Warrants exercisable at June 30, 2015		3,027,754	$	7.65		1.09

Weighted average fair value of warrants granted during the period			$	7.60

On January 28, 2015, the Company issued four-year warrants to purchase 8,334 shares of Common Stock to a consultant. The warrants vested on March 1, 2015 and are exercisable at $5.40 per share. The 8,334 warrants were valued on the grant date at approximately $2.88 per warrant or a total of approximately $24,300 using a Black-Scholes option pricing model with the following assumptions: stock price of $5.40 per share (based on the quoted trading price on the date of grant), volatility of 72%, expected term of 4 years, and a risk free interest rate of 1.25%.

In April 2015, in connection with the private placement, the Company issued 24 month warrants to purchase 0.4 of a share of Common Stock at an exercise price of $7.92, for a total of 785,045 shares of Common Stock. The Company also issued 30 month warrants to purchase 120,187 shares of Common Stock at an exercise price of $5.85 to broker-dealers acting on behalf of the Company in the private placement.

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

NOTE 7 — STOCKHOLDERS’ EQUITY (continued)

Treasury Stock

The Company accounts for treasury stock under the cost method. Between February 2014 and March 2014, the Company reacquired 27,362 shares of its Common Stock from certain employees of the Company. The reacquisition by the Company of its Common Stock is the result of certain employees electing to surrender shares in order to satisfy their minimum applicable withholding obligation due to the vesting of restricted stock awards. The Company recorded a charge $181,421 in connection with the 2014 stock surrenders. In July 2014, 22,222 unvested restricted stock awards were returned to treasury stock as a result of an employee termination. The value of the treasury stock was reflected separately as a deduction from stockholders’ equity. In December 2014, all treasury stock was cancelled and as a result at June 30, 2015, there was no stock held in treasury.

NOTE 8 — NET LOSS PER COMMON SHARE

Net loss per common share is calculated in accordance with ASC Topic 260, “Earnings Per Share”. Basic loss per share is computed by dividing net loss available to common stockholder, adjusted for preferred dividends, by the weighted average number of shares of Common Stock outstanding during the period. The computation of diluted net loss per share does not include anti-dilutive Common Stock equivalents in the weighted average shares outstanding. The following table sets forth the computation of basic and diluted loss per share:

	For the Six Months ended June 30, 2015			For the Six Months ended June 30, 2014
Numerator:
Net loss	$	(8,128,491	)	$	(6,953,161	)
Denominator:
Denominator for basic and diluted loss per share (weighted-average shares)		20,171,334			15,503,651

Net loss per common share, basic and diluted	$	(0.40	)	$	(0.45	)

The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss. In periods where the Company has a net loss, all dilutive securities are excluded.

	June 30, 2015		June 30, 2014
Common stock equivalents:
Stock options		1,811,121		1,827,778
Stock warrants		3,027,754		1,180,257
Convertible preferred stock		1,851,350		1,601,000

Total		6,690,225		4,609,035

NOTE 9 — COMMITMENTS AND CONTINGENCIES

Operating Lease

The Company leases its corporate facility, and certain office equipment, in Lakewood, Colorado under operating leases with expiration dates through 2018. Rent expense was $27,270 and $23,811 for the six months ended June 30, 2015 and 2014, respectively.

Future minimum rental payments required under operating leases are as follows:

2015	$	35,618
2016		81,345
2017		83,343
2018		45,455
	$	245,761

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

NOTE 9 — COMMITMENTS AND CONTINGENCIES (continued)

In April 2015, the Company executed a new operating lease agreement for its corporate facility in Lakewood, Colorado. The new lease is for a period of 39 months commencing in May 2015 and expiring in July 2018. The Company recognized deferred rent of $11,697 in connection with this lease agreement as of June 30, 2015.

Mining Leases

As more fully discussed in Note 3 — Mineral Properties, the Company leases certain mineral properties included in its Pershing Pass Property. The future minimum lease payments under these mining leases are as follows:

2015	$	10,000
2016		20,000
2017		25,000
2018		25,000
2019		25,000
Thereafter		92,500
	$	197,500

ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Pershing Gold Corporation and its subsidiaries (“Pershing Gold”, the “Company” or “we”) is a gold and precious metals exploration company pursuing exploration and development opportunities primarily in Nevada. We are currently focused on exploration at our Relief Canyon properties in Pershing County in northwestern Nevada.

This discussion should be read in conjunction with Management’s Discussion and Analysis included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Forward-Looking Statements

This Report on Form 10-Q and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. Forward-looking statements include, without limitation, statements relating to our business goals, planned exploration and metallurgical work, business strategy, planned engineering studies, planned permitting activities, plans to complete an updated estimate of mineralized material and resources and the timing thereof, plans to complete an economic study of the Relief Canyon Mine, our efforts to obtain external financing and our liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Our actual results may differ materially from those contemplated by the forward-looking statements, which are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Important factors that could cause actual results to differ materially from those anticipated in forward- looking statements include, without limitation, results of future exploration, engineering studies and planned economic studies on our Relief Canyon properties; increases in estimates or costs of exploration and other activities; our ability to raise necessary capital to conduct our exploration and other activities and do so on acceptable terms or at all; results from exploration and changes in interpretations of geological, metallurgical or other technical information; problems or delays in permitting or other government approvals; and the matters described in the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2014.

Overview

During the three months ended June 30, 2015, we focused primarily on completing our 2014 drilling program and commencing our 2015 drilling program, both focused on expanding the Relief Canyon Mine deposit; continuing permitting, engineering and other work related to the potential commencement of mining at the Relief Canyon Mine; completing the acquisition of certain properties and rights from Newmont; completing a private placement transaction for approximately $11.5 million in gross proceeds; and the up-listing of our Common Stock to the NASDAQ Global Market, which was completed in July 2015. An overview of certain significant events during the three month period follows:

In early July 2015, we completed an updated estimate of mineralized material at the Relief Canyon Mine totaling 37,335,000 tons of mineralized material at an average grade of 0.020 ounces per ton gold. The Company’s in-house technical staff calculated the estimate under Industry Guide 7 of the SEC.

On July 6, 2015, we completed our up-listing to NASDAQ, and our Common Stock began trading on NASDAQ under the symbol PGLC.

In June 2015 we executed a 1-for-18 reverse split of our Common Stock in anticipation of our proposed up-listing to NASDAQ.

In June 2015 we appointed Alan Branham and Edward Karr to our Board of Directors. Mr. Branham possesses over 30 years of exploration and mine development experience and Mr. Karr has more than 20 years of capital markets experience as a financial analyst, money manager and investor.

In May 2015, we initiated phase 1 of our 2015 core-drilling program at our Relief Canyon mine, focused on adding gold ounces to the deposit and mineralized material estimate. We expect to drill approximately an additional 100 holes over three targets for approximately 75,000 feet under this program.

In April 2015, we raised approximately $11.5 million in gross proceeds, or approximately $10.5 million net of commissions and legal fees, through a private placement. The private placement involved the issuance to certain accredited investors of 1,962,501 units for $5.85 per unit, with each unit comprised of one share of Common Stock and a 24 month warrant to acquire 0.4 of a share of Common Stock at an exercise price of $7.92, resulting in the issuance of a total of 1,962,501 shares of our Common Stock and warrants to acquire 785,045 shares of our Common Stock.

Results of Operations

Three and Six months ended June 30, 2015 and 2014

Net Revenues

We are an exploration stage company with no operations, and we generated no revenues for the six months ended June 30, 2015 and 2014.

Operating Expenses

Total operating expenses for the three months ended June 30, 2015 as compared to the three months ended June 30, 2014, were $4.1 million and $3.8 million, respectively. The $0.3 million increase in operating expenses for the three months ended June 30, 2015 is comprised largely of a $0.1 million increase in exploration expenses on our Relief Canyon properties to approximately $1.4 million from $1.3 million in the prior period, and an increase of $0.3 million in general and administrative expenses to approximately $1.3 million from $1.0 million in the prior period, primarily for public company expenses and legal costs related to the Company’s NASDAQ listing. These increases were offset in part by a $0.1 million decrease in compensation expense related primarily to lower stock-based compensation expense.

Total operating expenses for the six months ended June 30, 2015 as compared to the six months ended June 30, 2014, were $8.1 million and $7.0 million, respectively. The $1.1 million increase in operating expenses for the six months ended June 30, 2015 is comprised largely of a $1.0 million increase in exploration expenses on our Relief Canyon properties to approximately $2.9 million from $1.9 million in the prior period due to the completion of our late 2014/early 2015 drilling program and the commencement of our 2015 core-drilling campaign which started in May 2015, and an increase of $0.4 million in general and administrative expenses to approximately $2.5 million from $2.1 million in the prior period, primarily for public company expenses and legal costs related to the Company’s NASDAQ filing. These increases were offset in part by a $0.3 million decrease in compensation expense related primarily to lower stock-based compensation expense.

Loss from Operations

We reported loss from operations of $4.1 million and $3.8 million for the three months ended June 30, 2015 and 2014, respectively. We reported loss from operations of $8.1 million and $7.0 million for the six months ended June 30, 2015 and 2014, respectively. The increases in operating loss were due primarily to the increases in operating expenses described above.

Other Income (Expenses)

Total other income (expense) was approximately ($600) and ($1,100) for the three months ended June 30, 2015 and 2014, respectively. Total other income (expense) was approximately ($900) and ($2,200) for the six months ended June 30, 2015 and 2014, respectively. The change in other income (expense) is primarily attributable to a decrease in interest expense.

Net Loss

As a result of the operating expense and other income (expense) discussed above, we reported a net loss of ($4.1) million for the three months ended June 30, 2015 as compared to a net loss of ($3.8) million for the three months ended June 30, 2014 and a net loss of ($8.1) million for the six months ended June 30, 2015 as compared to a net loss of ($7.0) million for the six months ended June 30, 2014.

Liquidity and Capital Resources

At June 30, 2015, our cash and cash equivalents totaled $12.9 million. Our cash and cash equivalents decreased during the six months ended June 30, 2015 by $2.2 million from our cash and cash equivalents balance at December 31, 2014 of $15.1 million. The decrease in cash and cash equivalents was primarily the result of cash used in operations of $6.6 million that was comprised largely of exploration expenditures, primarily at the Relief Canyon mine focused on increasing and upgrading our current estimate of mineralized material, and general and administrative expenses, including consultant fees, compensation costs, legal fees and public company expenses, and cash used in investing activities of $6.1 million principally for the purchase of mineral rights and property. These expenditures were largely offset by cash provided by financing activities of approximately $10.5 million attributable to a private placement completed in April 2015.

We plan the following expenditures for the remainder of fiscal year 2015:

$3.6 million on exploration drilling to expand the current Relief Canyon deposit and other exploration targets;

$2.3 million on general and administrative expenses (including employee salaries, public company expenses, consultants and land holding costs);

$0.2 million on additional work at the Relief Canyon Mine including updated resource and mineralized material estimates, further metallurgy tests and completion of a thorough economic study;

$0.2 million on additional permitting and bonding, including an environmental assessment to expand the open-pit mines at the Relief Canyon Mine property above the water table.

The actual amount we spend for year 2015 may vary significantly from the amounts specified above and will depend upon several factors, including the results of our exploration, the results of the economic study of the Relief Canyon Mine, work related to the potential start of mining operations at the Relief Canyon Mine property, the timing of obtaining the necessary permitting approvals and whether we are able to raise additional external financing. We expect to require additional financing to fund operations by mid-2016.

Recent Accounting Pronouncements

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. We are currently assessing the impact of this ASU on the Company’s consolidated financial statements.

In November 2014, FASB issued ASU 2014-17, “Business Combinations: Pushdown Accounting”. This ASU amended the Business Combination Accounting Standards Codification to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. The Company’s adoption of FASB ASU No. 2013-17 effective November 14, 2014 did not have an impact on the Company’s consolidated results of operations, financial position and related disclosures.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial statements.

Principles of Consolidation

The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles and present the financial statements of the Company and our wholly-owned subsidiaries. In the preparation of our consolidated financial statements, intercompany transactions and balances are eliminated.

Use of Estimates

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain.

Property and Equipment

Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. We examine the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally from one to twenty five years.

Mineral Property Acquisition and Exploration Costs

Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company has chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once the Company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized, using the units-of-production method over proven and probable reserves. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed.

ASC 930-805 states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 805. ASC 805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, our direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims and mill sites. If proven and probable reserves are established for the property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over proven and probable reserves. For mineral rights in which proven and probable reserves have not yet been established, we assess the carrying values for impairment at the end of each reporting period and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Long-Lived Assets

We review for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets”. An impairment is considered to exist when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its carrying amount.

Asset Retirement Obligations

Asset retirement obligations, consisting primarily of estimated mine reclamation and closure costs at the Company’s Relief Canyon property, are recognized in the period incurred and when a reasonable estimate can be made, and recorded as liabilities at fair value. Such obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to accretion expense. Corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s remaining useful life. Asset retirement obligations are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimated timing or amount of reclamation and closure costs. We review and evaluate the asset retirement obligations annually or more frequently at interim periods if deemed necessary.

Off-Balance Sheet Arrangements

Since our inception, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities.

Contractual Obligations

Not applicable.

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

ITEM 4 Controls and Procedures

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Vice President Finance, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

With respect to the quarterly period ended June 30, 2015, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures. Based upon this evaluation, the Company’s management has concluded that certain disclosure controls and procedures were effective as of June 30, 2015.

Changes in Internal Controls

There have been no changes in the Company’s internal control over financial reporting during the three months ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II — OTHER INFORMATION

ITEM 1

Legal Proceedings

None.

ITEM 1A

Risk Factors

Not applicable.

ITEM 2

Unregistered Sales of Equity Securities and Use of Proceeds

On June 8, 2015 and June 9, 2015, the Company granted 55,556 and 11,112 restricted stock units, respectively, to certain of the Company’s non-employee directors pursuant to the Company’s 2013 Equity Incentive Plan. The restricted stock units vest over a three year period. For each vested restricted stock unit, the holder will be entitled to receive one unrestricted share of the Company's Common Stock upon the holder's termination of service on the Company's board of directors or upon a change in control. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”) by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

ITEM 3

Defaults Upon Senior Securities

There have been no events that are required to be reported under this Item.

ITEM 4

Mine Safety Disclosures

None.

ITEM 5

Other Information

None.

ITEM 6		Exhibits

10.1		Form of the 2013 Equity Incentive Plan Restricted Stock Grant Agreement
10.2		Form of 2013 Equity Incentive Plan Restricted Stock Unit Grant Agreement
10.3		Offer Letter between the Company and Debra Struhsacker dated September 19, 2013
10.4		Severance Compensation Agreement, dated September 19, 2013, between the Company and Debra Struhsacker
31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1		Chief Executive Officer and Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.2		Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.ins		XBRL Instance Document
101.sch		XBRL Taxonomy Schema Document
101.cal		XBRL Taxonomy Calculation Document
101.def		XBRL Taxonomy Linkbase Document
101.lab		XBRL Taxonomy Label Linkbase Document
101.pre		XBRL Taxonomy Presentation Linkbase Document

Furnished herewith

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Pershing Gold Corporation

Date: August 13, 2015	By:	/s/ Stephen Alfers
		Stephen Alfers
		President and Chief Executive Officer (Principal Executive Officer)

Date: August 13, 2015

By:

/s/ Eric Alexander

Eric Alexander

Vice President Finance and Controller

(Principal Financial Officer)

Exhibit 10.1

PERSHING GOLD CORPORATION

RESTRICTED STOCK GRANT AGREEMENT

This Restricted Stock Grant Agreement (this “ Agreement ”) between PERSHING GOLD CORPORATION (the “ Corporation ”) and [ ] (“ Participant ”) is dated effective [ ] (the “ Date of Grant ”).

RECITALS

A. The Board has adopted, and the stockholders have approved, the Pershing Gold Corporation 2013 Equity Incentive Plan (the “ Plan ”);

B. The Plan provides for the granting of restricted stock awards to eligible participants as determined by the Administrator; and

C. The Administrator has determined that Participant is a person eligible to receive a restricted stock award under the Plan and has determined that it would be in the best interest of the Corporation to grant the restricted stock award provided for herein.

AGREEMENT

1. Grant of Restricted Stock .

(a) Stock . Pursuant to the Plan, Participant is hereby awarded [ ] shares of the Corporation’s common stock (the “ Common Stock ”), subject to the conditions of the Plan and this Agreement (the “ Restricted Stock ”).

(b) Plan Incorporated . Participant acknowledges receipt of a copy of the Plan, and agrees that, except as contemplated by Section 12 below, this award of Restricted Stock shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement. Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan.

2. Vesting and Forfeiture . Participant shall vest in his or her rights under the Restricted Stock pursuant to the following schedule (each date upon which vesting occurs being referred to herein as a “ Vesting Date ”):

Date	Number of Shares Vested

[ ]	[ ]

The foregoing notwithstanding, vesting pursuant to the foregoing schedule shall occur on a Vesting Date only if Participant remains employed by or provides services to the Corporation from the Date of Grant to such Vesting Date. If Participant ceases to be employed by or ceases to provide services to the Corporation at any time prior to the final Vesting Date, pursuant to Section 6.1.3 of the Plan, all unvested Restricted Stock shall be forfeited immediately on the date that Participant’s employment or service is terminated and the Participant shall have no further rights with respect to such Restricted Stock.

3. Accelerated Vesting of Restricted Stock . As provided in Section 7.2 of the Plan, if the Corporation undergoes a Change in Control, any unvested Restricted Stock held by Participant will become fully vested.

4. Issuance and Limits on Transferability . Shares of Restricted Stock shall not be transferable except by will or the laws of descent and distribution or pursuant to a beneficiary designation, or as otherwise permitted by Section 5.7 of the Plan. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, or torts of Participant. Any purported assignment, alienation, pledge, attachment, sale, transfer or other encumbrance of shares of unvested Restricted Stock that does not satisfy the requirements of this Agreement and the Plan shall, prior to the lapse of the restrictions on such shares pursuant to Section 2 of this Agreement, be void and unenforceable against the Corporation.

5. Certificates . A certificate evidencing the Restricted Stock shall be issued by the Corporation in Participant’s name, or at the option of the Corporation, in the name of a nominee of the Corporation, pursuant to which Participant shall have voting rights and shall be entitled to receive all dividends until the Restricted Stock is otherwise forfeited pursuant to the provisions of this Agreement. The certificate shall bear a legend evidencing the nature of the Restricted Stock, and the Corporation may cause the certificate to be delivered upon issuance to the Secretary of the Corporation or to such other depository as may be designated by the Corporation as a depository to be held in escrow for safekeeping until the Vesting Date or a forfeiture occurs pursuant to the terms of the Plan and this Agreement. Participant shall deliver to the Corporation the stock power attached hereto, endorsed in blank, relating to the Restricted Stock. Upon a Vesting Date, the Corporation shall cause a new certificate or certificates to be issued without legend (unless otherwise required by applicable law) in the name of Participant for the vested Restricted Stock. Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Restricted Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Corporation shall not be obligated to issue or deliver any shares of Restricted Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

6. Status of Stock . Participant agrees that the Restricted Stock will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. Participant also agrees (i) that the certificates representing the Restricted Stock may bear such legend or legends as the Corporation deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Corporation may refuse to register the transfer of the Restricted Stock on the stock transfer records of the Corporation if such proposed transfer would be in the opinion of counsel satisfactory to the Corporation constitute a violation of any applicable securities law and (iii) that the Corporation may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted Stock.

7. Withholding . In accordance with Section 5.5 and Section 8.5 of the Plan, and such rules as may be adopted by the Administrator under the Plan, in order to comply with all applicable federal or state income tax laws or regulations, the Corporation may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

8. Tax Election . The Corporation has advised Participant to seek Participant’s own tax and financial advice with regard to the federal and state tax considerations resulting from Participant’s receipt of Restricted Stock pursuant to this Agreement. Participant is making Participant’s own determination as to the advisability of making a Section 83(b) election with respect to the Restricted Stock. Participant understands that the Corporation will report to appropriate taxing authorities the payment to Participant of compensation income either (i) upon the vesting of the Restricted Stock or (ii) if Participant makes a timely Section 83(b) election, as of the Date of Grant. Participant understands that he or she is solely responsible for the payment of all federal and state taxes resulting from this grant of Restricted Stock. With respect to tax withholding amounts, the Corporation has all of the rights specified in Section 7 of this Agreement and has no obligations to Participant except as expressly stated in Section 7 of this Agreement.

9. Binding Effect . This Agreement shall bind Participant and the Corporation and their beneficiaries, survivors, executors, administrators and transferees.

10. No Guarantee of Continued Position . This Agreement is not a contract for employment and nothing herein shall supersede or amend the terms of any employment agreement between the Corporation and Participant or imply that Participant has a right to continued employment with the Corporation.

11. Applicable Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada without regard to conflict of law principles thereunder.

12. Conflicts and Interpretation . In the event of any conflict between this Agreement and the Plan, this Agreement shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Administrator has the power, among others, to (i) interpret the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan and (iii) make all other determinations deemed necessary or advisable for the administration of the Plan.

13. Amendment . The Corporation may modify, amend or waive the terms of the Restricted Stock award, prospectively or retroactively, but no such modification, amendment or waiver shall impair the rights of Participant without his or her consent, except as required by applicable law, stock exchange rules, tax rules or accounting rules. Prior to the effectiveness of any modification, amendment or waiver required by tax or accounting rules, the Corporation will provide notice to Participant and the opportunity for Participant to consult with the Corporation regarding such modification, amendment or waiver. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Restricted Stock Grant Agreement as of the date first written above.

	PERSHING GOLD CORPORATION


	By:
	Name:
	Title:


	PARTICIPANT:


	[ ]

Exhibit 10.2

PERSHING GOLD CORPORATION

RESTRICTED STOCK UNIT GRANT AGREEMENT

This Restricted Stock Unit Grant Agreement (this “ Agreement ”), dated [ ] (the “ Effective Date ”), 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 Pershing Gold Corporation 2013 Equity Incentive Plan (the “ Plan ”);

B. The Plan provides for awards of restricted stock units to eligible participants as determined by the Administrator; and

C. The Administrator has determined that Participant is a person eligible to receive an award of restricted stock units under the Plan and has determined that it would be in the best interest of the Corporation to grant the restricted stock units provided for herein.

AGREEMENT

1. Grant of Restricted Stock Units .

(a) Grant . Participant is hereby awarded on the Effective Date, subject to the conditions of the Plan and this Agreement, [ ] ([ ]) restricted stock units (the “ Restricted Stock Units ”). The Restricted Stock Units shall vest in accordance with Section 2, below. Once vested, each Restricted Stock Unit represents the right to receive one share of the Corporation’s common stock, $0.0001 par value per share (the “ Common Stock ”) at the time(s) and subject to the terms and conditions set forth herein.

(b) Plan Incorporated . Participant acknowledges receipt of a copy of the Plan, and agrees that this award of Restricted Stock Units shall be subject to all of the terms and conditions set forth in the Plan, as the Plan may be amended from time to time. The Plan is incorporated herein by reference as a part of this Agreement. Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan.

2. Vesting .

(a) General . Restricted Stock Units shall vest in accordance with the following schedule, provided Participant remains a member of the Board continuously from the Effective Date through each of the “ Vesting Dates ” set forth below:

Vesting Date	RSUs That Vest on the Vesting Date

[ ]	[ ]

(b) Certain Terminations of Board Service . In the event Participant ceases to be a member of the Board for any of the reasons set forth below, any unvested and outstanding Restricted Stock Units shall vest in full as of the date of such cessation of Board service:

(i) the termination of Participant’s service on the Board as a result of not being nominated for reelection by the Board;

(ii) the termination of Participant’s service on the Board because Participant doesn’t stand for reelection as a result of the Corporation’s stockholders not reasonably being expected to reelect the Participant;

(iii) the termination of Participant’s service on the Board because Participant, although nominated for reelection by the Board, is not reelected by the Corporation’s stockholders;

(iv) the termination of Participant’s service on the Board because of (i) Participant’s resignation at the request of the Nominating Committee of the Board (or successor committee), or (ii) Participant’s removal by action of the stockholders or by the Board (in each case other than as a result of Participant’s misconduct); or

(v) the termination of Participant’s service on the Board because of death or disability.

(c) Change of Control . In the event of a “Change in Control” (as such term is defined in the Plan) of the Corporation, any unvested and outstanding Restricted Stock Units shall become vested in full immediately prior to such Change in Control.

3. Forfeiture of Granted Units. Upon Participant’s cessation of Board service for any reason, any Restricted Stock Units that are not then vested or that do not become vested as a result of such cessation of service pursuant to Section 2(b), above, shall be forfeited and shall thereafter cease to be outstanding.

4. Settlement of Vested Restricted Stock Units . The shares of Common Stock issuable in respect of vested Restricted Stock Units shall be issued within ten (10) days following the soonest to occur of: (i) Participant’s Separation from Service (as defined below), (ii) Participant’s death, or (iii) a 409A Change in Control (as defined below). On the payment date, the Corporation shall cause a stock certificate or certificates to be delivered to or on behalf of Participant for a number of shares of Common Stock equal to the number of vested Restricted Stock Units held by the Participant on such date. For purposes of this Agreement, “ Separation from Service ” shall have the meaning set forth in Treasury Regulation Section 1.409A-1(h), and “ 409A Change in Control ” shall mean a Change in Control (as defined in the Plan) that also qualified as a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5).

- 2 -

5. Limits on Transferability . Restricted Stock Units shall not be transferable except by will or the laws of descent and distribution or pursuant to a beneficiary designation, or as otherwise permitted by Section 5.7 of the Plan. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, or torts of Participant. Any purported assignment, alienation, pledge, attachment, sale, transfer or other encumbrance of Restricted Stock Units that does not satisfy the requirements of this Agreement and the Plan shall be void and unenforceable against the Corporation.

6. Stockholder Rights . The Participant shall not have any stockholder rights, including voting or dividend rights, with respect to the shares of Common Stock subject to the Restricted Stock Units until such shares are issued.

7. Dividend Equivalent Rights . The Participant shall have dividend equivalent rights with respect to all Restricted Stock Units that become vested. Pursuant to such dividend equivalent rights, the Corporation shall establish an account or accounts for the Participant and reflect in that account any ordinary dividends paid with respect to shares of Common Stock underlying Participant’s Restricted Stock Units. The amounts credited to Participant’s account(s) shall be held without interest and shall be payable if the Restricted Stock Units to which they relate become vested (in which case they shall be paid at the same time as the vested Restricted Stock Units to which they relate). In the event any Restricted Stock Units are forfeited, the related dividend equivalent amounts for such Restricted Stock Units shall also be forfeited.

8. Tax Consideration . The Corporation has advised Participant to seek Participant’s own tax and financial advice with regard to the federal and state tax considerations resulting from Participant’s receipt of Restricted Stock Units pursuant to this Agreement. Participant understands that the Corporation will report to appropriate taxing authorities the payment to Participant of compensation income upon the issuance of shares in respect of vested Restricted Stock Units. Participant understands that he is solely responsible for the payment of all federal and state taxes resulting from the Restricted Stock Units.

9. Binding Effect . This Agreement shall bind Participant and the Corporation and their respective beneficiaries, survivors, executors, administrators and transferees.

10. No Guarantee of Continued Board Service . This Agreement is not a contract for continued service on the Board and nothing herein shall imply that Participant has a right to continue as a member of the Board.

11. Applicable Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada without regard to conflict of law principles thereunder.

12. Conflicts and Interpretation . In the event of any conflict between this Agreement and the Plan, the Plan shall control.

- 3 -

13. Compliance with Law . Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Common Stock may be postponed for such period as may be required to comply with any requirements under any law or regulation applicable to the issuance or delivery of such shares. The Corporation shall not be obligated to issue or deliver any shares of Common Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority

14. Amendment . The Corporation may modify, amend or waive the terms of this Restricted Stock Unit Grant Agreement, prospectively or retroactively, but no such modification, amendment or waiver shall impair the rights of Participant without his consent, except as required by applicable law or stock exchange rules, tax rules or accounting rules. Prior to the effectiveness of any modification, amendment or waiver required by tax or accounting rules, the Corporation will provide notice to Participant and the opportunity for Participant to consult with the Corporation regarding such modification, amendment or waiver. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

15. Compliance with Code Section 409A. The Restricted Stock Units granted under this Agreement are intended to comply with the requirements of section 409A of the Internal Revenue Code, and this Agreement shall be interpreted and administered in a manner consistent with such intent. Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on Participant in connection with the Restricted Stock Units granted hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Corporation nor any of its Affiliates shall have any obligation to indemnify or otherwise hold Participant harmless from any or all of such taxes or penalties.

[Signature Page Follows.]

- 4 -

IN WITNESS WHEREOF, the parties have executed this Restricted Stock Unit Grant Agreement as of the date first written above.

	PERSHING GOLD CORPORATION


	By:
	Name:
	Title:


	PARTICIPANT:


	[ ]

Exhibit 10.3

September 19, 2013

Debra W. Struhsacker

3610 Big Bend Lane

Reno, NV 89509

Re: Offer of Employment

Dear Debra:

We are pleased to offer you the position of Corporate Vice President for Pershing Gold Corporation (the “Company”). You will be reporting directly to Stephen D. Alfers, President, Chief Executive Officer and Chairman of the Board. The details of this offer are as follows:

Start Date : Your first day of employment will be September 23, 2013.

Base Salary : Your annual salary shall be $200,000 (“Base Salary”), payable at a rate of $16,666 once monthly, on the last day of the month, in accordance with the Company’s normal payroll policy and subject to federal and state withholding laws. The Base Salary will be reviewed at least annually, and any adjustments will be made at the sole discretion of the Chief Executive Officer with the approval of the Board of Directors.

Bonus : You shall receive a target bonus of 50% of your Base Salary, your bonus will not be less than $100,000 in 2013. You will also be entitled to participate in the Company’s executive plans as they may be established or amended.

Benefits : Contingent upon underwriting review, you will be eligible but not required to participate in the Company’s health, dental and vision plans for employees. If you so select at your start date, benefits will become effective on the 1st day of the month of the third month following your start date. Any subsequent election to participate in benefit plans must be made during an open enrollment period in accordance with the Company’s then current benefit plans.

Non-Disclosure, Non-Competition and Non-Solicitation Agreement : As a condition of your employment you will be required to sign a mutually acceptable agreement, the essential terms of which are 1) three year term, 2) severance equal to 1.5x base salary and bonus for termination without cause or resignation with good reason, and 1.5x base salary and bonus for termination without cause or resignation with good reason within 12 months following change of control, 3) non-disclosure of confidential information, and 4) non-competition and non-solicitation restrictive covenants during employment and 12 months post-termination of employment.

Personal Leave : You will be allowed three weeks personal leave annually. Personal Leave is calculated per calendar year, is prorated based on start date and does not carry over from year to year. Holidays will be in accordance with Company policy.

Travel : You will be entitled to fly business class when available on flights longer than three hours. The Company will reimburse you for reasonable and customary travel expenses that you may incur when traveling on behalf of the Company.

Principal Place of Business : Your principal place of business will be Reno, Nevada with most of your work to be conducted from your home office. It is understood that you agree to travel to the Company’s office in Lovelock, Nevada and Lakewood, Colorado and to other locations on an as-needed basis.

Directors’ and Officers’ Liability Insurance : As an executive officer, you will be added to the list of officers covered under the Company’s directors’ and officers’ insurance policy.

General : For the avoidance of doubt, you will be eligible to participate in all benefit plans and insurance benefits that are available or are made available to all executive officers.

Proof of Employment Eligibility : On your start date you will be required to complete a Form I-9 verifying your identity and eligibility for employment and provide appropriate documentation. Your birth certificate, Social Security card, and passport or other government issued photo identification will be acceptable for this purpose.

Employment with the Company is contingent upon your successful completion of a background check, officer questionnaire and approval by the Board of Directors. We understand that your employment with the Company will not in any way violate the terms of any agreement with, or obligation to, any other individual or company.

Your employment with the Company will be “at-will,” which means that either you or the Company can terminate your employment at any time, for any reason or no reason, with or without cause, warning, or notice. This letter is not to be construed as a contract guaranteeing employment for any specific duration, and by signing below, you acknowledge that no promises have been made to you concerning the terms, conditions, duration, or any other aspect of your employment with the Company, except as set forth in this letter.

Please acknowledge your acceptance of this offer by signing in the space indicated for that purpose and returning the same to me by September 19, 2013. Please fax your acceptance to me at 720.974.7249.

Pershing Gold Corporation

By:	/s/ Stephen D. Alfers
	Stephen D. Alfers
	President & CEO

Accepted and agreed to this 19th day of September, 2013

/s/ Debra W. Struhsacker
Debra W. Struhsacker

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 believes that appropriate steps should be taken to assure the Company and its affiliates of Employee’s continued employment and attention and dedication to duty, and to ensure the availability of Employee’s continued service, notwithstanding the possibility, threat or occurrence of a change in control.

WHEREAS, it is consistent with the Company‘s employment practices and policies and in the best interests of the Company and its shareholders to treat fairly its executive employees whose employment terminates without cause (either before or after a change in control) and to establish up front the terms and conditions of an executive’s separation from employment in such event.

WHEREAS, in order to fulfill the above purposes, the Company and Employee wish to enter into this Agreement, which provides for the payment of severance benefits to Employee under certain circumstances in exchange for the Employee’s release of claims against the Company and agreement not to compete with or to solicit the Company’s employees or business opportunities for a period of time post-employment.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the parties agree as follows:

1. Definitions; Construction.

1.1 Definition . As used herein, the following words and phrases shall have the following respective meanings unless the context clearly indicates otherwise.

(a) Annual Bonus Amount .

1. In the event the Date of Termination occurs prior to a Change in Control, the Annual Bonus Amount shall be the average of the actual regular annual cash bonuses paid or payable to Employee with respect to the two fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs (or such lesser number of fiscal years as Employee may have been employed by the Company preceding the fiscal year in which the Date of Termination occurs) (the “Actual Bonus Amount“); provided , however , that in the event the Date of Termination occurs in 2013, the Annual Bonus Amount shall equal $100.000.00.

2. In the event the Date of Termination occurs following a Change in Control the Annual Bonus Amount shall be the greater of (i) the Actual Bonus Amount, or (ii) $100,000.00.

(b) Base Salary . The Employee’s highest annual base salary in effect during the two-year period immediately preceding the Date of Termination.

(d) Cause .· Any of the following:

1. conviction of a felony or a crime involving fraud or moral turpitude; or

2. theft, material act of dishonesty or fraud, intentional falsification of any employment or Company records, or commission of any criminal act which impairs Employee’s ability to perform appropriate employment duties for the Company; or

3. intentional or reckless conduct or gross negligence materially harmful to the Company or the successor to the Company after a Change in Control, including violation of a non-competition or confidentiality agreement; or

4. willful failure to follow lawful instructions of the person or body to which Employee reports; or

5. gross negligence or willful misconduct in the performance of Employee’s assigned duties. Cause shall not include mere unsatisfactory performance in the achievement of Employee’s job objectives.

(e) Change in Control . The occurrence of any one or more of the following: (i) the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of 50.1% or more of the shares of the outstanding common stock of the Company, whether by merger, consolidation, sale or other transfer of shares of common stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), (ii) a sale of all or substantially all of the assets of the Company or (iii) during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the 12-month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided , however , that the following acquisitions shall not constitute a Change in Control for the purposes of this Agreement: (A) any acquisitions of common stock or securities convertible, exercisable or exchangeable into common stock directly from the Company or from any affiliate of the Company, or (B) any acquisition of common stock or securities convertible, exercisable or exchangeable into common stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.

(f) Code . The Internal Revenue Code of 1986, as amended from time to time.

(g) Date of Termination . The date on which the Employee has a Separation from Service from the Company.

(h) Disability . A physical or mental illness, injury, or condition that prevents Employee from performing substantially all of Employee’s duties associated with Employee’s position or title with the Company for at least 90 days in a 12-month period.

(i) Good Reason . Without the express written consent of Employee, the occurrence of one of the following arising on or after the date of this Agreement, as determined in a manner consistent with Treasury Regulation Section 1.409A-1(n)(2)(ii):

1. a material reduction or change in Employee’s title or job duties, responsibilities and requirements that is inconsistent with Employee’s position with the Company and Employee’s prior duties, responsibilities and requirements;

2. a material reduction in the Employee’s Base Salary or bonus opportunity unless a proportionate reduction is made to the Base Salary or bonus opportunity of all members of the Company‘s senior management ;

3. a change of more than 50 miles in the geographic location at which the Employee primarily performs services for the Company; or

4. any material breach of this Agreement by the Company.

In the case of Employee’s allegation of Good Reason, (1) Employee shall provide written notice to the Company of the event alleged to constitute Good Reason within 30 days after the initial occurrence of such event, and (2) the Company shall have the opportunity to remedy the alleged Good Reason event within 30 days from receipt of notice of such allegation.

(j) Separation from Service . A “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation Section 1.409A-1(h).

1.2 Construction . Wherever appropriate, the singular shall include the plural, the plural shall include the singular, and the masculine shall include the feminine.

2. Term.

This Agreement shall be effective as of the Effective Date and shall expire on the third anniversary thereof; provided , however , that the expiration of this Agreement shall not affect the Employee’s rights to receive any payments or benefits otherwise due as a result of a Separation from Service occurring prior to the expiration of this Agreement.

3. Entitlement to Benefits.

The Employee shall be entitled to separation benefits as set forth in Section 4 below if the Employee incurs a Separation from Service from the Company during the term of this Agreement that is (a) initiated by the Company for any reason other than Cause, death, or Disability or (b) initiated by the Employee for Good Reason and the Date of Termination occurs within 90 days following the expiration of the cure period afforded the Company to rectify the condition giving rise to Good Reason (a “Qualifying Termination“). If the Employee incurs a Separation from Service for any other reason, or after the term of this Agreement has expired, the Employee shall not be entitled to any payments or benefits hereunder.

4. Separation Benefits.

If the Employee incurs a Qualifying Termination, the benefits to which the Employee shall be entitled shall be determined as follows:

4.1 Prior to Change in Control . If the Qualifying Termination occurs prior to a Change in Control, and the Employee executes the Release in accordance with Section 4.4 below, the Company shall:

(a) Pay to Employee on the sixtieth (60 ^th ) day following the Date of Termination a lump-sum severance payment equal to one and one-half (1.5) times the sum of:

1. the Employee’s Base Salary, plus

2. the Annual Bonus Amount.

(b) In addition, provided Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay for twelve (12) months following the Date of Termination (or such shorter period as Employee is entitled to COBRA continuation coverage under the terms of the Company’s insurance policies or plans), the premiums for the coverage elected by Employee.

4.2 On or After a Change in Control . If the Qualifying Termination occurs on or within twelve (12) months following a Change in Control, and the Employee executes the Release in accordance with Section 4.4 below, the Company shall:

(a) Pay to Employee on the sixtieth (60th) day following the Date of Termination a lump-sum severance payment equal to one and one-half (1.5) times the sum of:

1. the Employee’s Base Salary, plus

2. the Annual Bonus Amount.

(b) In addition, provided Employee timely elects continuation coverage under COBRA, the Company shall pay for eighteen (18) months following the Date of Termination (or such shorter period as Employee is entitled to COBRA continuation coverage under the terms of the Company’s insurance policies or plans), the premiums for the coverage elected by Employee.

4.3 Additional Benefits . Nothing in this Agreement shall be deemed to relieve the Company of its obligations under applicable law to pay Employee all salary and other compensation accrued as of the Date of Termination, to reimburse Employee for any business expenses properly incurred by Employee and reimbursable under the Company’s expense reimbursement policies in effect from time to time, and to otherwise provide Employee with any benefits to which Employee may be due under the terms and conditions of any employee benefit plans sponsored by the Company.

4.4 Release . As a condition precedent to the payment by the Company of the amounts set forth under the Section 4.1 or 4.2, as applicable, the Employee must execute a release in substantially the form attached hereto as Exhibit A (the “Release”) within forty-five (45) days following the Date of Termination and not revoke such Release within the subsequent seven (7) day revocation period (if applicable).

5. Section 280G.

Notwithstanding any other provision of this Agreement, in the event that it shall be determined that the aggregate payments or distributions by the Company to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”), constitute “excess parachute payments” (as such term is defined under Section 2800 of the Code or any successor provision, and the regulations promulgated thereunder (collectively, “Section 2800“)) that would be subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)), then the Payments shall be either (a) delivered in full, or (b) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state or local income and employment taxes and the Excise Tax, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to the Excise Tax. In the event that the Payments are to be reduced pursuant to this Section 5, such Payments shall be reduced such that the reduction of compensation to be provided to Employee as a result of this Section 5 is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero). All calculations required pursuant to this Section 13 shall be performed in good faith by nationally recognized registered public accountants or tax counsel selected by the Company.

6. Confidential Material and Participant Obligations.

6.1 Confidential Material . The Employee shall not, directly or indirectly, either during the term of employment or thereafter, disclose to anyone (except in the regular course of the Company’s business or as required by law), or use in any manner, any information acquired by the Employee during employment by the Company with respect to any clients or customers of the Company or any confidential, proprietary or secret aspect of the Company’s operations or affairs unless such information has become public knowledge other than by reason of actions, direct or indirect, of the Employee. Information subject to the provisions of this paragraph will include, without limitation:

(a) Names, addresses and other information regarding investors in the Company’s or its affiliates’ gold exploration or mining programs;

(b) Lists of or information about personnel seeking employment with or who are currently employed by the Company or its affiliates;

(c) Maps, logs, due diligence investigations, exploration prospects, geological information, mining reports and any other information regarding past, planned or possible future leasing, exploration, mining, acquisition or other operations that the Company or its affiliates have completed or are investigating or have investigated for possible inclusion in future activities; and

(d) Any other information or contacts relating to the Company’s or its affiliates’ exploration, mining, development, fund-raising, purchasing, engineering, marketing, merchandising and selling activities.

6.2 Return of Confidential Material . All maps, logs, data, drawings and other records and written and digital material prepared or compiled by the Employee or furnished to the Employee during the term of employment will be the sole and exclusive property of the Company, and none of such material may be retained by the Employee upon termination of employment. The aforementioned materials include materials on the Employee’s personal computer. The Employee shall return to the Company or destroy all such materials on or prior to the Date of Termination. Notwithstanding the foregoing, the Employee will be under no obligation to return or destroy public information.

6.3 Non-Compete . The Employee shall not directly, either during the term of employment or for a period of one (1) year thereafter, engage in any Competitive Business (as defined below) within Pershing County; provided , however , that the ownership of less than five percent (5%) of the outstanding capital stock of a corporation whose shares are traded on a national securities exchange or on the over-the-counter market shall not be deemed engaging in a Competitive Business. “Competitive Business” shall mean typical gold exploration and mining activities, including mineral leasing, exploration, mining, or any other business activities, that are in direct conflict with the business or interests of the Company’s or an affiliates business operations as its business exist on the Date of Termination.

6.4 No Solicitation . The Employee shall not, directly or indirectly, either during the term of employment or for a period of one (1) year thereafter, (i) solicit, directly or indirectly, the services of any person who was a full-time employee of the Company, its subsidiaries, divisions or affiliates, or otherwise induce such employee to terminate or reduce such employment, or (ii) solicit the business of any person who was a client or customer of the Company, its subsidiaries, divisions or affiliates, in each case at any time during the last year of the term of employment. For purposes of this Agreement, the term “person” includes natural persons, corporations, business trusts, associations, sole proprietorships, unincorporated organizations, partnerships, joint ventures, limited liability companies or partnerships, and governments, or any agencies, instrumentalities or political subdivisions thereof.

6.5 Remedies . The Employee acknowledges and agrees that the Company’s remedy at law for a breach or a threatened breach of the provisions herein would be inadequate, and in recognition of this fact, in the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement, it is agreed that the Company will be entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without posting bond or other security. The Employee acknowledges that the granting of a temporary injunction, a temporary restraining order or other permanent injunction merely prohibiting the Employee from engaging in any business activities would not be an adequate remedy upon breach or threatened breach of this Agreement, and consequently agrees upon any such breach or threatened breach to the granting of injunctive relief prohibiting the Employee from engaging in any activities prohibited by this Agreement. No remedy herein conferred is intended to be exclusive of any other remedy, and each and every such remedy will be cumulative and will be in addition to any other remedy given hereunder now or hereinafter existing at law or in equity or by statute or otherwise. In addition, in the event of any breach or suspected breach of the provisions of this Section 6, the Company shall have the right to suspend immediately any payments or benefits that may otherwise be due Employee pursuant to this Agreement.

7. Successor to Company.

This Agreement shall bind any successor of the Company, its assets or its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under this Agreement if no succession had taken place. In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by this Agreement, the Company shall require such successor expressly and unconditionally to assume and agree to perform the Company’s obligations under this Agreement, in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The term “Company,” as used in this Agreement shall mean the Company as hereinbefore defined and any successor or assignee to the business or assets which by reason hereof becomes bound by this Agreement.

8. Miscellaneous.

8.1 Full Settlement . Except as otherwise specifically provided herein, the Company’s obligation to make the payments provided for under this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Employee. In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Employee obtains other employment.

8.2 Employment Status . This Agreement does not constitute a contract of employment or impose on the Employee or the Company any obligation for the Employee to remain an employee or change the status of the Employee’s employment or the policies of the Company regarding termination of employment.

8.3 Unfunded Agreement Status . All payments pursuant to the Agreement shall be made from the general funds of the Company and no special or separate fund shall be established or other segregation of assets made to assure payment. The Employee shall not have under any circumstances any interest in any particular property or assets of the Company as a result of this Agreement. Notwithstanding the foregoing, the Company may (but shall not be obligated to) create one or more grantor trusts, the assets of which are subject to the claims of the Company’s creditors, to assist it in accumulating funds to pay its obligations under this Agreement.

8.4 Section 409A .

(a) General . The payments and benefits provided hereunder are intended to be exempt from or compliant with the requirements of Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company reasonably determines that any payments or benefits hereunder are not either exempt from or compliant with the requirements of Section 409A of the Code, the Company shall have the right to adopt such amendments to this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that are necessary or appropriate (i) to preserve the intended tax treatment of the payments and benefits provided hereunder, to preserve the economic benefits with respect to such payments and benefits, and/or (ii) to exempt such payments and benefits from Section 409A of the Code or to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes or interest thereunder: provided, however, that this Section 8.4(a) does not, and shall not be construed so as to, create any obligation on the part of the Company to adopt any such amendments, policies or procedures or to take any other such actions or to indemnify the Employee for any failure to do so, Employee shall, at the request of the Company, take any action (or refrain from taking any action) required to comply with any correction procedure promulgated pursuant to Section 409A of the Code.

(b) Exceptions to Apply . The Company shall apply the exceptions provided in Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9) and all other applicable exceptions or provisions of Section 409A of the Code to the payments and benefits provided under this Agreement so that, to the maximum extent possible such payments and benefits are not “nonqualified deterred compensation” subject to Section 409A of the Code. All payments and benefits provided under this Agreement shall be deemed to be separate payments (and any payments made in installments shall be deemed a series of separate payments) and a separately identifiable or designated amount for purposes of Section 409A of the Code.

(c) Taxable Reimbursements . To the extent that any payments or reimbursements provided to the Employee are deemed to constitute “nonqualified deferred compensation” subject to Section 409A of the Code, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any payments or expense reimbursements that constitute compensation in one year shall not affect the amount of payments or expense reimbursements constituting compensation that are eligible for payment or reimbursement in any subsequent year, and the Employee’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

(d) Specified Employee . Notwithstanding anything to the contrary in this Agreement, no compensation or benefits that are “nonqualified deferred compensation” subject to Section 409A of the Code shall be paid to Employee during the 6-month period following his Separation from Service to the extent that the Company determines that the Employee is a “specified employee” and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such 6-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without being subject to such additional taxes, including as a result of the Employee’s death), the Company shall pay to the Employee a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Employee during such 6-month period.

8.5 Validity and Severability . The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision of the Agreement, which shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.6 Governing Law . The validity, interpretation, construction and performance of the Agreement shall in all respects be governed by the laws of Nevada, without reference to principles of conflict of law, except to the extent pre-empted by federal law.

8.7 Withholding . All payments to the Employee made in accordance with the provisions of this Agreement shall be subject to applicable withholding of local state, federal and foreign taxes and other deductions required or permitted to be made by law, as determined in the sole discretion of the Company.

8.8 Clawback . Employee agrees to be bound by the provisions of any recoupment or “clawback” policy that the Company may adopt from time to time that by its terms is applicable to Employee, or by any recoupment or “clawback” that is otherwise required by law or the listing standards of any exchange on which the Company’s common stock is then traded, including the “clawback” required by Section 954 of the Dodd-Frank Act.

8.9 Indemnification .

(a) Corporate Acts . In Employee’s capacity as a director, manager, officer, or employee of the Company or serving or having served any other entity as a director, manager, officer, or employee at the Company’s request, Employee shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s Certificate of Incorporation and Bylaws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which Employee may be involved, or threatened to be involved, as a party or otherwise by reason of Employee’s status, which relate to or arise out of the Company, their assets, business or affairs, if in each of the foregoing cases, (i) Employee acted in good faith and in a manner Employee believed to be in the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe Employee’s conduct was unlawful, and (ii) Employee’s conduct did not constitute gross negligence or willful or wanton misconduct. The Company shall advance all reasonable expenses incurred by Employee in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation-related expenses.

(b) Directors & Officers Insurance . During the Employee’s term of employment and thereafter for six years after the Employee’s employment terminates, Employee shall be entitled to coverage under the Company’s directors and officers liability insurance policy and any other insurance policy providing coverage to directors or officers of the Company, subject to the terms of such policies, in effect at any time in the future to no lesser extent than any other officers or directors of the Company.

8.10 Survival of Provisions . Notwithstanding anything herein to the contrary, the provisions of Sections 4, 5, 6, 7 and 8 of this Agreement shall survive the expiration of this Agreement and the termination of the employment Term for any reason.

IN WITNESS WHEREOF, the parties hereto have executed this Severance Compensation Agreement as of the date first above written.

	PERSHING GOLD CORPORATION


	By:	/s/ Stephen Alfers
	Name:	Stephen Alfers
	Title:	Chief Executive Officer, President and Chairman

	DEBRA W. STRUHSACKER

	/s/ Debra W. Struhsacker

EXHIBIT A

GENERAL RELEASE OF CLAIMS

This General Release (this “Release”) is entered into as of this _____ day of ________________, 20___, by and between Pershing Gold Corporation (the “Company”) and (the “Employee”) (collectively, the “Parties”).

WHEREAS, the Employee is a party to that certain Severance Compensation Agreement, dated September 9, 2013 (the “Agreement”), governing the terms and conditions applicable to the Employee’s termination of employment under certain circumstances;

WHEREAS, pursuant to the terms of the Agreement, the Company has agreed to provide the Employee certain benefits and payments under the term and conditions specified therein, provided that the Employee has executed and not revoked a general release of claims in favor of the Company;

WHEREAS, the Employee’s employment with the Company is being terminated effective ______________, 20___; and

WHEREAS, the Parties wish to terminate their relationship amicably and to resolve, fully and finally, all actual and potential claims and disputes relating to the Employee’s employment with and termination from the Company and all other relationships between the Employee and the Company, up to and including the date of execution of this Release.

NOW, THEREFORE, in consideration of these recitals above and the promises and mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Parties, intending to be legally bound, agree as follows:

Termination of Employee . The Employee’s employment with the Company shall terminate on ____________, 20___ (the “Termination Date”).

Severance Benefits . Pursuant to the terms of the Agreement, and in consideration of the Employee’s release of claims and the other covenants and agreements contained herein and therein, and provided that the Employee has signed this Release and delivered it to the Company and has not exercised any revocation rights as provided in Section 6 below, the Company shall provide the severance benefits described in Section 4 of the Agreement (the “Benefits“) in the time and manner provided therein; provided , however , that the Company’s obligations will be excused if the Employee breaches any of the provisions of the Agreement, including, without limitation, Section 6 thereof. The Employee acknowledges and agrees that the Benefits constitute consideration beyond that which, but for the mutual covenants set forth in this Release and the covenants contained in the Agreement, the Company otherwise would not be obligated to provide, nor would the Employee otherwise be entitled to receive.

Effective Date . Provided that it has not been revoked pursuant to Section 6 hereof, this Release will become effective on the eighth (8th) day after the date of its execution by the Employee (the “Effective Date”).

Effect of Revocation . The Employee acknowledges and agrees that if the Employee revokes this Release pursuant to Section 6 hereof, the Employee will have no right to receive the Benefits.

A-1

General Release . In consideration of the Company’s obligations, the Employee hereby releases, acquits and forever discharges the Company and each of its subsidiaries and affiliates and each of their respective officers, employees, directors, successors and assigns (collectively, the “Released Parties”) from any and all claims, actions or causes of action in any way related to his employment with the Company or the termination thereof, whether arising from tort, statute or contract, including, but not limited to, claims of defamation, claims arising under the Employee Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act, the discrimination and wage payment laws of any state, and any other federal, state or local statutes or ordinances of the United States, it being the Employee’s intention and the intention of the Company to make this release as broad and as general as the law permits. The Employee understands that this Release does not waive any rights or claims that may arise after his execution of it and does not apply to claims arising under the terms of the Agreement with respect to payments the Employee may be owed pursuant to the terms thereof.

Review and Revocation Period . The Employee acknowledges that the Company has advised the Employee that the Employee may consult with an attorney of the Employee’s own choosing (and at the Employee’s expense) prior to signing this Release and that the Employee has been given at least forty-five (45) days during which to consider the provisions of this Release, although the Employee may sign and return it sooner. The Employee further acknowledges that the Employee has been advised by the Company that after executing this Release, the Employee will have seven (7) days to revoke this Release, and that this Release shall not become effective or enforceable until such seven (7) day revocation period has expired. The Employee acknowledges and agrees that if the Employee wishes to revoke this Release, the Employee must do so in writing, and that such revocation must be signed by the Employee and received by the Chairman of the Board of the Company (the “Board”) (or the Chair of the Compensation Committee) no later than 5:00 p.m. Mountain Time on the seventh (7th) day after the Employee has executed this Release. The Employee further acknowledges and agrees that, in the event that the Employee revokes this Release, the Employee will have no right to receive any benefits hereunder, including the Benefits. The Employee represents that the Employee has read this Release and understands its terms and enters into this Release freely, voluntarily and without coercion.

Confidentiality, Non-Compete and Non-Solicitation . The Employee reaffirms Employee’s commitments in Section 6 of the Agreement.

Cooperation in Litigation . At the Company’s reasonable request the Employee shall use good faith efforts to cooperate with the Company, its affiliates, and each of its and their respective attorneys or other legal representatives (“Attorneys”) in connection with any claim, litigation or judicial or arbitral proceeding which is material to the Company or its affiliates and is now pending or may hereinafter be brought against the Released Parties by any third party; provided, that, the Employee’s cooperation is essential to the Company’s case. The Employee’s duty of cooperation will include, but not be limited to: (a) meeting with the Company’s and/or its affiliates’ Attorneys by telephone or in person at mutually convenient times and places in order to state truthfully the Employee’s knowledge of matters at issue and recollection of events; (b) appearing at the Company’s, its affiliates’ and/or their Attorneys request (and, to the extent possible, at a time convenient to the Employee that does not conflict with the needs or requirements of the Employee’s then-current employer) as a witness at depositions or trials, without necessity of a subpoena, in order to state truthfully the Employee’s knowledge of matters at issue; and (c) signing at the Company’s, its affiliates’ and/or their Attorneys ’ request declarations or affidavits that truthfully state matters of which the Employee has knowledge. The Company shall reimburse the Employee for the reasonable expenses incurred by him in the course of his cooperation hereunder and shall pay to the Employee per diem compensation in an amount equal to the daily prorated portion of the Employee’s base salary immediately prior to the Termination Date. The obligations set forth in this Section 8 shall survive any termination or revocation of this Release.

A-2

Non-Admission of Liability . Nothing in this Release will be construed as an admission of liability by the Employee or the Released Parties; rather, the Employee and the Released Parties are resolving all matters arising out of the employer-employee relationship between the Employee and the Company and all other relationships between the Employee and the Released Parties.

10.

Nondisparagement . The Employee agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, shareholders or agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation. The Company agrees that the members of the Board and officers of the Company as of the date hereof will not, while employed by the Company or serving as a director of the Company, as the case may be, make negative comments about the Employee or otherwise disparage the Employee in any manner that is likely to be harmful to the Employee’s business or personal reputation. The foregoing shall not be violated by truthful statements in response to legal process or required governmental testimony or filings, and the foregoing limitation on the Company’s directors and officers will not be violated by statements that they in good faith believe are necessary or appropriate to make in connection with performing their duties for or on behalf of the Company.

11.

Binding Effect . This Release will be binding upon the Parties and their respective heirs, administrators, representatives, executors, successors and assigns, and will inure to the benefit of the Parties and their respective heirs, administrators, representatives, executors, successors and assigns.

12.

Governing Law . This Release will be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable to agreements negotiated, entered into and wholly to be performed therein, without regard to its conflicts of law or choice of law provisions which would result in the application of the law of any other jurisdiction.

13.

Severability . Each of the respective rights and obligations of the Parties hereunder will be deemed independent and may be enforced independently irrespective of any of the other rights and obligations set forth herein. If any provision of this Release should be held illegal or invalid, such illegality or invalidity will not affect in any way other provisions hereof, all of which will continue, nevertheless, in full force and effect.

14.

Counterpart . This Release may be signed in counterparts. Each counterpart will be deemed to be an original but together all such counterparts will be deemed a single agreement.

A-3

15.

Entire Agreement; Modification . This Release constitutes the entire understanding between the Parties with respect to the subject matter hereof and may not be modified without the express written consent of both Parties. This Release supersedes all prior written and/or oral and all contemporaneous oral agreements, understandings and negotiations regarding its subject matter. This Release may not be modified or canceled in any manner except by a writing signed by both Parties.

16.

Acceptance . The Employee may confirm acceptance of the terms and conditions of this Release by signing and returning two (2) original copies of this Release to the Chairman of the Board, no later than 5:00 p.m. Mountain Time forty five (45) days after the Employee’s Termination Date.

THE EMPLOYEE ACKNOWLEDGES AND REPRESENTS THAT THE EMPLOYEE HAS FULLY AND CAREFULLY READ THIS RELEASE PRIOR TO SIGNING IT AND UNDERSTANDS ITS TERMS. THE EMPLOYEE FURTHER ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS BEEN, OR HAS HAD THE OPPORTUNITY TO BE, ADVISED BY INDEPENDENT LEGAL COUNSEL OF THE EMPLOYEE’S OWN CHOICE AS TO THE LEGAL EFFECT AND MEANING OF EACH OF THE TERMS AND CONDITIONS OF THIS RELEASE, AND IS ENTERING INTO THIS RELEASE FREELY AND VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS OTHER THAN AS SET FORTH IN THIS RELEASE.

A-4

IN WITNESS WHEREOF, the Company and the Employee have duly executed this Release as of the date first above written,

	PERSHING GOLD CORPORATION


	By: ___________________________________
	Name: Stephen Alfers
	Title: Chief Executive Officer, President and Chairman

	DEBRA W. STRUHSACKER

	______________________________________

A-5

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Stephen Alfers, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Pershing Gold Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this quarterly report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: August 13, 2015

By:

/s/ Stephen Alfers

Stephen Alfers

President and Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Eric Alexander, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Pershing Gold Corporation;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: August 13, 2015

By:

/s/ Eric Alexander

Eric Alexander

Vice President Finance and Controller
(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Pershing Gold Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Stephen Alfers, President and Chief Executive Officer (Principal Executive Officer) of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 13, 2015

/s/ Stephen Alfers

Stephen Alfers

President and Chief Executive Officer

(Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Pershing Gold Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Eric Alexander, Vice President Finance and Controller of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 13, 2015

By:

/s/ Eric Alexander

Eric Alexander

Vice President Finance and Controller

(Principal Financial Officer)