Pershing Gold Announces Bought Deal of US$6.8 Million and Private Placement of US$6.8 Million

LAKEWOOD, Colo., Dec. 11, 2017 /CNW/ -- Pershing Gold Corp. (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. 

www.PershingGold.com

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SOURCE Pershing Gold Corp.