Current Report Filing (8-k)
June 30 2016 - 5:09PM
Edgar (US Regulatory)
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
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Date of Report (Date of earliest event reported): June
24, 2016
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
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1658 Cole Boulevard
Building 6 - Suite 210
Lakewood, Colorado
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80401
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (720) 974-7248
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(Former name or former address, if changed since last report)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
June 24, 2016, Mr. D. Scott Barr was appointed to the Board of Directors (the “Board”) of
Pershing Gold Corporation
(the “Company”)
. Mr. Barr has been appointed to serve on the Audit Committee,
the Corporate Governance and Nominating Committee, and the Technical Committee.
Mr.
Barr does not have a family relationship with any member of the Board nor any executive officer of the Company, and has not been
a participant or had any interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
To the Company’s knowledge, there is no arrangement or understanding between any of its directors, officers and Mr. Barr
pursuant to which he was selected to serve as a director of the Company.
Mr. Barr will receive compensation as a non-employee
director in accordance with the Company's director compensation policies described in its Form 10-K/A for the year ended December
31, 2015.
In
connection with his appointment to the Board, on June 24, 2016, the Board granted Mr. Barr
5,995 restricted stock units
pursuant
to the Company’s 2013 Equity Incentive Plan (each unit consisting of the right to receive one share of the
Company’s common stock) vesting in equal installments on the first three anniversaries of the grant date, subject to acceleration
upon termination of service on the Board or upon a change of control. The restricted stock units will be settled by the issuance
of common stock upon termination of service on the Board or upon a change of control, all as set forth in the award agreement.
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On June 24, 2016, Board
amended and restated its bylaws (the “Amended and Restated Bylaws”) to allow the Board broader discretion to set the
date and time of the Company's annual meeting of stockholders, rather than requiring the meeting to be held within thirteen months
of the preceding annual meeting. The Amended and Restated Bylaws were also updated to reflect the current name of the Company and
to delete certain references to the organization of the Company.
Item 7.01 Regulation
FD Disclosure
On June 28, 2016, the
Company issued a press release announcing the results of the Preliminary Economic Assessment (“PEA”) on its Relief
Canyon Mine in Pershing County, Nevada (the “Project”).
A copy of the press
release is attached to this report as Exhibit 99.1.
The information in
this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other
Events.
In
the press release, the Company announced the completion of the PEA as a key milestone for the Project. The Company is considering
two alternative mining scenarios in its economic assessment of the Project: self mining, with its own manpower and equipment, and
contract mining through mining contractors who supply the manpower and equipment to deliver material to the Company’s processing
facilities. The Company expects that the necessary state and federal permits for Phase 1 of the Project, which would entail mining
and exploration operations within the area of previously approved disturbance at the Project site, will be issued in the third
quarter of 2016. Once permitting is obtained, the Project will be submitted to the Board for final investment decision. Once approved,
the Company would expect to move forward with the decision of whether to implement self mining or contract mining, and the subsequent
financing for the Project. The Company would expect initial gold production within approximately six to nine months from investment
decision and obtaining full financing for the Project. The Company is currently evaluating various financing options which include,
but are not limited to: debt, royalties, equity and off take agreements, and may elect to utilize some combination of these options.
Below
is an updated mineralized material estimate for the Project, which was prepared in connection with the PEA by Mine Development
Associates of Reno, Nevada. The estimate is calculated at a gold price assumption of $1,250 per ounce and a cut-off grade of 0.005
ounces of gold per ton.
Tons
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Average gold grade
(ounces per ton)
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38,468,000
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0.020
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“
Mineralized
material” as used in this report, although permissible under the Securities and Exchange Commission (“SEC”) Guide 7,
does not indicate “reserves” by SEC standards. We cannot be certain that any part of the Relief Canyon deposit
will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves.” Investors are cautioned
not to assume that all or any part of the mineralized material will be confirmed or converted into reserves or that mineralized
material can be economically or legally extracted.
Forward-Looking
Statement Disclaimer
This
report on Form 8-K 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 timing to obtain necessary permits, mining alternatives, the submission of the project for final investment approval,
financing alternatives and structures, the timing of initial gold production after investment approval and full financing and the
mineralized material estimate, 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; fluctuating mineral and commodity prices, final investment approval and the ability to obtain necessary financing
on acceptable terms or at all. 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 report.
Item 9.01. Financial
Statements and Exhibits.
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(d)
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The following are filed as exhibits to this report
on Form 8-K.
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Exhibit No.
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Description
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3.1
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Amended and Restated Bylaws
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23.1
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Consent of Mine Development Associates, Inc.
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99.1
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Press Release dated June 28, 2016 *
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*
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The exhibit is intended to be furnished to, not filed
with, the U.S. Securities and Exchange Commission pursuant to General Instruction B.2 of Form 8-K.
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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: June 30, 2016
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PERSHING GOLD CORPORATION
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By:
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/s/ Stephen D. Alfers
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Stephen D. Alfers
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President and Chief Executive Officer
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