Filed Pursuant to Rule 424(b)(3)
Registration No. 333-198597
PROSPECTUS SUPPLEMENT NO. 2
TO THE PROSPECTUS DATED SEPTEMBER 25,
2014
Pershing Gold Corporation
This Prospectus Supplement
No. 2 updates, amends and supplements our Prospectus dated September 25, 2014, as previously amended on November 21, 2014
(the “Prospectus”).
We have attached to
this Prospectus Supplement No. 2 the Current Report on Form 8-K as filed with the Securities and Exchange Commission on January
20, 2015. The attached information updates, amends and supplements the Prospectus.
This Prospectus Supplement
No. 2 should be read in conjunction with the Prospectus. To the extent information in this Prospectus Supplement No. 2 differs
from, updates or conflicts with information contained in the Prospectus, the information in this Prospectus Supplement No. 2
is the more current information.
Investing in our
common stock involves a high degree of risk. You should review carefully the “Risk Factors” beginning on page 5 of
the Prospectus and on page 14 of our Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the Securities
and Exchange Commission on March 26, 2014, for a discussion of certain risks that you should consider.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is
January 22, 2015.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported): January
14, 2015
Pershing Gold Corporation
(exact name of registrant as specified in
its charter)
Nevada |
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000-54710 |
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26-0657736 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
1658 Cole Boulevard
Building 6 - Suite 210
Lakewood, Colorado |
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80401 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (720) 974-7248
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(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 |
Entry into a Material Definitive Agreement |
On January 14, 2015, Pershing Gold Corporation
(the “Company”) and Gold Acquisition Corp. (“GAC”), a wholly owned subsidiary of the Company, entered into
an Asset Purchase Agreement (the “Asset Purchase Agreement”) dated January 13, 2015 with Newmont USA Limited (“Newmont”)
pursuant to which the Company acquired certain properties and rights to properties that had been previously leased and subleased
to the Company by Newmont. These properties and rights are included in the approximately 25,000 acres of Relief Canyon properties
located in and near the Company’s Relief Canyon Project in Pershing County, Nevada that the Company has held since April
2012. The purchase price paid by the Company was $6.0 million. The Company also agreed to a two percent (2%) net smelter returns
production royalty payable to Newmont on the Newmont Claims (defined below) and the Leased Properties (defined below). The closing
of the transactions contemplated by the Asset Purchase Agreement, which are described below, was completed on January 15, 2015.
Acquisition of Unpatented Mining Claims
Pursuant to the Asset Purchase Agreement,
GAC acquired from Newmont 74 unpatented lode mining claims (the “Newmont Claims”) comprising approximately 1,300 acres.
Prior to this transaction, the Company had leased the Newmont Claims from Newmont pursuant to a Minerals Lease and Sublease dated
June 15, 2006 (the “2006 Minerals Lease and Sublease”).
New Mining Lease with Property Owners
Replacing Portion of Sublease from Newmont
As part of the transactions completed pursuant
to the Asset Purchase Agreement, GAC 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. Prior to these transactions, the Company had subleased the Leased Properties from
Newmont pursuant to the 2006 Minerals Lease and Sublease. Newmont leased the Leased Properties originally pursuant to (i) a Minerals
Lease dated August 17, 1987 (the “1987 Minerals Lease”) and (ii) a Mining Lease dated June 1, 1994 (the “1994
Mining Lease”). The 2015 Mining Lease has replaced, with respect to the Leased Properties, the 2006 Minerals Lease and Sublease,
the 1987 Minerals Lease and the 1994 Mining Lease. 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.
New Terms for Remaining Portion of Sublease
from Newmont
Also as part of the transactions completed
pursuant to the Asset Purchase Agreement, Newmont and the Owners replaced a portion of the 1987 Minerals Lease with a new Mining
Lease (the “2015 Newmont Lease”) covering other fee 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.
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 December 2014,
the Company can credit approximately $2.4 million in exploration expenditures already incurred against the $2.6 million work commitment.
Additional Effects of Transactions
As a result of the transactions pursuant
to the Asset Purchase Agreement, the Newmont Claims and the Leased Properties are no longer subject to the 2006 Minerals Lease
and Sublease or to any rights of Newmont other than the 2% royalty referenced above. The Newmont Claims and Leased Properties,
together with properties already owned by the Company, include the lands on which the existing Relief Canyon mine and processing
facilities are located, lands to the south and west of the current mine pits that the Company believes are prospective for potential
expansion of the Relief Canyon deposit, and lands that could in the future be used for new or expanded mine support facilities,
including potential waste rock storage.
Also as a result of these transactions,
the Newmont Claims and the Leased Properties are no longer subject to Newmont’s right under the 2006 Minerals Lease and Sublease,
exercisable under certain circumstances, to either (i) enter into a joint venture with the Company with respect to the Newmont
Claims and Leased Properties under which Newmont would hold a 51% interest, or (ii) to convey the Newmont Claims and Leased Properties
to the Company retaining a 3% to 5% sliding scale net smelter returns royalty and a $1.5 million production bonus, as described
in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
In addition, under the 2015 Mining Lease
and the Company’s sublease of the 2015 Newmont Lease, the primary term of the Company’s leasehold interests in the
Leased Properties and Subleased Properties has been extended through January 15, 2035.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: January 20, 2015
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PERSHING GOLD CORPORATION |
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By: |
/s/ Eric Alexander |
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Eric Alexander |
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Vice President of Finance and Controller |