Initial Statement of Beneficial Ownership (3)
June 11 2015 - 5:43PM
Edgar (US Regulatory)
Exhibit 24.1
POWER OF ATTORNEY
Know all by these presents, that the undersigned
hereby constitutes and appoints each of Stephen Alfers, Eric Alexander and Mindyjo Germann, signing singly, the undersigned’s
true and lawful attorney-in-fact to:
| (1) | execute for and on behalf of the undersigned, in the
undersigned’s capacity as an officer and/or director of Pershing Gold Corporation (the “Company”), Forms 3,
4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and
the rules thereunder; |
| (2) | do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such
form with the United States Securities and Exchange Commission (the “Commission”) and any stock exchange or similar
authority; |
| (3) | take any other action of any type whatsoever in connection
with the foregoing, which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact’s discretion. |
The undersigned hereby grants to such attorney-in-fact
full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in
the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s
responsibilities to comply with Section 16 of the Exchange Act.
This power of attorney revokes any prior
power of attorney appointing other individuals for the purpose of executing reports required with respect to the Company under
Section 16 of the Exchange Act with regard to the undersigned’s ownership of or transactions in securities of the Company.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and
5 with regard to the undersigned’s ownership of or transactions in securities of the Company, unless earlier revoked by the
undersigned in a signed writing delivered to one of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned
has caused this Power of Attorney to be executed as of June 11, 2015.
|
/s/ Alan D. Branham |
|
Signature |
|
|
|
Alan D. Branham |
|
Print Name |
CONFIRMING STATEMENT
This Statement confirms that the undersigned,
Alan D. Branham, has authorized and designated each of Stephen Alfers, Eric Alexander and Mindyjo Germann, signing singly, to execute
and file on the undersigned’s behalf all Forms 3, 4 and 5 (including any amendments thereto) that the undersigned may be
required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions
in securities of Pershing Gold Corporation. The authority of each of Stephen Alfers, Eric Alexander and Mindyjo Germann under
this Statement shall continue until the undersigned is no longer required to file Forms 3, 4 and 5 with regard to the undersigned’s
ownership of or transactions in securities of Pershing Gold Corporation, unless earlier revoked in writing. The undersigned
acknowledges that Stephen Alfers, Eric Alexander and Mindyjo Germann are not assuming any of the undersigned’s responsibilities
to comply with Section 16 of the Securities Exchange Act of 1934.
Date: June 11, 2015
|
/s/ Alan D. Branham |
|
Alan D. Branham |
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