LAKEWOOD, CO, Dec. 11, 2017 /PRNewswire/ - Pershing Gold
Corporation (NASDAQ:PGLC), (TSX:PGLC), (FWB:7PG1) ("Pershing Gold"
or the "Company"), an emerging Nevada gold producer, today announced that it
has entered into an underwriting agreement with a syndicate of
underwriters (the "Underwriters"), pursuant to which the
Underwriters have agreed to purchase, on a bought deal underwritten
basis, 2,430,000 shares of its common stock and warrants to
purchase up to 972,000 shares of its common stock, at a price of
$2.80 per share and associated
four-tenth common stock warrant, for gross proceeds, before
deducting underwriting commissions and estimated offering expenses,
of $6.8 million. The warrants will
have a term of two years from the issue date and an exercise price
of $3.40 per whole share. In
addition, the Company has granted the Underwriters a 30-day option
to purchase up to an additional 364,500 shares of common stock
and/or warrants to purchase up to 145,800 shares of common stock.
The offering is expected to close on or about December 19, 2017, subject to customary closing
conditions.
In addition, concurrently with the public offering of common
stock, the Company announced a private placement of 2,430,000
shares of its common stock and warrants to purchase 972,000 shares
of its common stock to select private investors at the same price
as the shares of common stock and warrants sold to the public in
the public offering for gross proceeds of $6.8 million.
The Company intends to use the proceeds from the public offering
and the private placement to advance its Relief Canyon project,
including pre-construction and development and exploration drilling
to expand mineralization at Relief Canyon and/or for general
corporate purposes.
The offering is being co-led by Canaccord Genuity Corp.
("Canaccord"), BMO Nesbitt Burns Inc. ("BMO Capital Markets") and
Cantor Fitzgerald Canada Corporation ("CFCC") acting as
joint-bookrunners.
The offering will be made in the
United States through Canaccord, BMO Capital Markets and
CFCC's U.S. affiliates, Canaccord Genuity Inc., BMO Capital Markets
Corp. and Cantor Fitzgerald & Co., pursuant to a preliminary
prospectus supplement and the accompanying prospectus under the
Company's registration statement previously filed on Form S-3 (File
No. 333-211910) with the Securities and Exchange Commission (the
"SEC"), and declared effective by the SEC on June 29, 2016, and in Canada pursuant to a prospectus supplement to
the Company's (final) short form base shelf prospectus dated
March 14, 2017, filed with the
securities regulators in each of the Provinces of Canada other than Quebec.
Copies of these documents, as well as the underwriting
agreement, will be available at www.sec.gov and www.sedar.com,
respectively. Investors in the offering may also obtain the final
prospectus supplement and final base short form shelf prospectus
for the offering, when available, by contacting: Canaccord Genuity
Corp., Attention: Syndication Brookfield Place, 161 Bay Street,
Suite 3100, P.O. Box 516 Toronto,
ON M5J 2S1, Email: ecm@canaccordgenuity.com; BMO Capital
Markets in Canada via Brampton
Distribution Centre C/O The Data Group of Companies, 9195 Torbram
Road, Brampton, Ontario, L6S 6H2
by telephone at 905-791-3151 Ext 4312 or by email at
torbramwarehouse@datagroup.ca and in the
United States via BMO Capital Markets Corp. at 3 Times
Square, 25th Floor, New York, NY
10036 (Attn. Equity Syndicate), or toll-free at 800-414-3627, or by
email at bmoprospectus@bmo.com; or Cantor Fitzgerald Canada
Corporation, Attention: Equity Capital Markets, 181 University
Avenue, Suite 1500, Toronto, ON,
M5H 3M7, email: ecmcanada@cantor.com or Cantor Fitzgerald &
Co., Attention: Capital Markets, 499 Park Ave., 6th Floor,
New York, NY, 10022, or by email
at prospectus@cantor.com.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or other jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or other jurisdiction. Any offer to buy the securities
may be withdrawn or revoked, without obligation or commitment of
any kind, at any time prior to notice of its acceptance.
About Pershing Gold Corporation
Pershing Gold is an emerging gold producer whose primary asset
is the Relief Canyon Mine in Pershing County, Nevada. Relief Canyon
includes three historic open-pit mines and a state-of-the-art,
fully permitted and constructed heap-leach processing facility.
Pershing Gold is currently permitted to resume mining at Relief
Canyon under the existing Plan of Operations.
Pershing Gold's landholdings cover approximately 25,000 acres
that include the Relief Canyon Mine asset and lands surrounding the
mine in all directions. This land package provides Pershing Gold
with the opportunity to expand the Relief Canyon Mine deposit and
to explore and make new discoveries on nearby lands.
Pershing Gold is listed on the NASDAQ Global Market and the
Toronto Stock Exchange under the symbol PGLC and on the Frankfurt
Stock Exchange under the symbol 7PG1.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding the anticipated closing date of the offerings and the
anticipated use of proceeds of the offerings. These forward-looking
statements are subject to risks and uncertainties that may cause
actual results to differ materially, including market conditions,
risks associated with the cash requirements of our business and
other risks detailed from time to time in our filings with the SEC,
and represent our views only as of the date they are made and
should not be relied upon as representing our views as of any
subsequent date. We assume no obligation to update any
forward-looking statements contained or reference in this press
release.
SOURCE Pershing Gold Corporation