LAKEWOOD, Colo., March 29, 2016 /PRNewswire/ -- Pershing Gold
Corporation (NASDAQ: PGLC) ("Pershing Gold" or the "Company"),
announced today that it has closed on a private placement with
Donald Smith Value Fund, L.P. for the sale of 1,850,000 Units, at a
price of $3.25 per Unit, for net
proceeds to the Company of approximately $6
million. Each Unit is comprised of 1 share of Pershing Gold
Common Stock and a 30-month warrant to acquire 0.5 of a share of
Pershing Gold Common Stock at an exercise price of $4.35. BMO Capital Markets is acting as an
advisor to the Company.
The Company expects to use the net proceeds for advancement of
the Company's Relief Canyon project and for general corporate
purposes.
The securities issued in these transactions have not been
registered under the Securities Act of 1933, as amended
("Securities Act") or applicable state securities laws and may not
be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state laws. The Company has agreed to file a registration
statement with the Securities and Exchange Commission for purposes
of registering the resale of the Common Stock issued in this
transaction and issuable upon exercise of the warrants.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the units, common stock, warrants
or any other securities, and shall not constitute an offer,
solicitation or sale in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful. This press release
is being issued pursuant to and in accordance with Rule 135c under
the Securities Act.
About Donald Smith,
L.P.
The Donald Smith Value Fund, L.P. is managed by
Donald Smith, L.P., a registered CTA
with the CFTC. Donald Smith,
L.P. is an affiliate of Donald Smith
& Co., Inc., a deep value investment manager headquartered in
New York, NY with notable
investments in the mining space including Kinross Gold Corporation,
Coeur Mining Inc., and Alamos Gold Inc.
About Pershing Gold Corporation
Pershing Gold
Corporation owns the Relief Canyon Mine property in Pershing County, Nevada.
Legal Notice and Safe Harbor Statement
This press
release contains "forward-looking statements" within the meaning of
the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. All statements, other than
statements of historical fact, including those with respect to the
expected use of proceeds from the private placement, are
"forward-looking statements." Although the Company's management
believes that such forward-looking statements are reasonable, it
cannot guarantee that such expectations are, or will be, correct.
These forward-looking statements involve a number of risks and
uncertainties, which could cause the Company's future results to
differ materially from those anticipated. Potential risks and
uncertainties include, among others, interpretations or
reinterpretations of geologic information, unfavorable exploration
results, inability to obtain permits required for future
exploration, development or production, general economic conditions
and conditions affecting the industries in which the Company
operates; the uncertainty of regulatory requirements and approvals;
and fluctuating mineral and commodity prices. Additional
information regarding the factors that may cause actual results to
differ materially from these forward-looking statements is
available in the Company's filings with the Securities and Exchange
Commission, including the Annual Report on Form 10-K for the year
ended December 31, 2015. The
Company assumes no obligation to update any of the information
contained or referenced in this press release.
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SOURCE Pershing Gold Corporation