Pershing Gold Corp.

Pershing Gold Corp. terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

The Americas Silver merger closed on April 3, 2019, ending the pending-deal thread. Each Pershing common share was cancelled and converted into 0.715 Americas Silver common shares, and Pershing is now a wholly owned Americas Silver subsidiary. Holders of 7,971 Series E shares chose Americas Silver preferred (461.440 per share), while holders of 975 Series E shares converted to 344,734 Pershing common shares before closing. Options and warrants were terminated, apart from one warrant for 22,223 shares swapped for a warrant for 15,889 Americas Silver shares. Alfers, Clevenger, Karr, Saxton, Alexander and Janke resigned; Blasutti, Varga and McRae now run Pershing, and Alfers joined the Americas Silver board. Auditor KBL resigned on April 4, 2019; its report for 2018 and 2017 (issued April 2, 2019) carried a going-concern doubt. The attached press release says the deal cleared a CFIUS review and mentions a Sandstorm Gold financing and a board decision to build expanded facilities at Relief Canyon, but the text is cut off so no terms are available here.

business combination

Pershing Gold Corp.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

Pershing sent shareholders its final proxy statement for the Americas Silver merger, with a special meeting set for January 9, 2019 in Denver. The board unanimously recommends a yes vote. Holders would get 0.715 Americas Silver shares per Pershing share, which at recent prices was worth roughly $0.99 to $1.83 per Pershing share, so the final value is not fixed. Insiders and a major holder who have agreed to vote yes represent about 39% of the voting power, and Series E holders who dissent can seek a court-set cash value.

business combination

Pershing filed the legal terms of the Americas Silver merger: Pershing becomes a wholly owned subsidiary, common holders get 0.715 Americas Silver shares each, and Series E preferred holders can choose common shares or new non-voting Americas Silver preferred. Approval is needed from Pershing and Americas Silver shareholders, the deal can be ended if not completed by April 1, 2019, and Pershing owes a $4M fee if it takes a better offer or changes its recommendation. The up-to-$4M 16% loan from Americas Silver is secured on substantially all Pershing's assets, matures June 1, 2019 (Sept 1, 2019 if extended), and in some failed-deal cases Pershing can repay it in shares at no less than $1.18. Pershing's directors and officers signed agreements to vote in favour, and key executives' severance terms were extended to March 31, 2019.

business combination

Pershing Gold announced a deal to be acquired by Americas Silver Corporation: each Pershing common share would be exchanged for 0.715 Americas Silver shares, which the press release values at US$1.69 per share (a 39% premium to the Nasdaq close on Sept 28, 2018). Pershing holders would own about 36% of the combined company, and the release says closing is expected in Q1 2019. Americas Silver also agreed to lend Pershing up to US$4 million at 16% a year, and Barry Honig (about 31% of common, 87% of preferred) has committed to vote in favour.

business combination

On December 11, 2017 the company agreed to a public offering of 2,430,000 shares plus warrants over 972,000 shares at $2.80 per share and associated warrant, with a 30-day option for more. At the same time it agreed to a private placement of 2,347,242 shares and warrants over 938,897 shares to existing holders including director Barry Honig, who takes 990,099 shares at $3.03; the private placement gross proceeds are about $6.8 million. Warrants are exercisable at $3.40 and expire December 19, 2019. More dilution, with insiders again participating.

capital raising announcement

On December 2, 2016 the company agreed with Laidlaw to a best-efforts public offering of 2,205,883 shares at $3.40 (about $7.5 million gross, about $6.7 million net), with a 45-day option for 330,882 more shares. Proceeds are to go to advancing the Relief Canyon project, capital expenditures and working capital; closing was expected about December 7, 2016. It continues the pattern of equity raises, now through a public shelf takedown rather than private placements.

material agreement

On March 28, 2016 the company sold 1,850,000 units (one share plus a 30-month warrant for 0.5 of a share at $4.35) to a single accredited investor for about $6.0 million gross. This is a second sizable private placement within about a month, adding further dilution; the investor's resale registration is required but no deadline is stated.

capital raising announcement

On February 25, 2016 the company sold 2,120,882 units (one share plus a 30-month warrant for 0.5 of a share at $5.06) for about $6.9 million gross ($6.1 million net), with Laidlaw as placement agent. A resale registration statement is due by April 10, 2016. The per-share figures are far higher than the 2015 placements at about $0.32; the filing does not explain the gap (it may reflect a share consolidation, which is an inference), so the pattern of repeated equity raises continues.

capital raising announcement

Nasdaq certified Pershing Gold Corp.'s securities for listing, clearing them to begin trading.

listing compliance notice

On April 10, 2015 the company sold 29,740,001 units, each a share plus a 24-month warrant for 0.4 of a share at $0.44, for about $9.6 million gross ($9.0 million net). The placement agent can sell up to $15 million until April 21, 2015, and resale registration may be required after May 25, 2015. This is another large equity raise that dilutes existing shareholders.

capital raising announcement

On January 15, 2015 the company paid Newmont USA $6.0 million to buy 74 unpatented claims (about 1,300 acres) at Relief Canyon, and signed a new 20-year lease with the fee-land owners. It owes Newmont a 2% royalty and the land owners a 2.5% royalty. This removes Newmont's right to take a 51% joint venture interest in those properties, and extends the company's leasehold through January 15, 2035. A $2.6 million work commitment applies to the remaining Newmont sublease, with about $2.4 million already credited.

material agreement

The company sold 35,714,287 shares at $0.28 each for $10.0 million gross ($9.9 million net) on October 20, 2014, mostly to Levon Resources (35,178,572 shares) and 535,715 to director Barry Honig. The price is below the $0.33 level of the Series E, so it triggered a dilutive-issuance adjustment: the Series E conversion price fell from $0.33 to $0.28, raising the common shares it converts into from about 28.3 million to about 33.3 million. Existing common holders are diluted twice over.

capital raising announcement

On July 30, 2014 the company sold another 6,813,645 units on the same terms (a share plus a 0.4-share warrant at $0.45, expiring January 30, 2017) for about $2.3 million gross ($2.2 million net). Laidlaw & Co (UK) was placement agent. Resale registration may be required after September 12, 2014. This is a third closing of the July raise, bringing the July total to roughly $12.1 million gross.

capital raising announcement

On July 2, 2014 the company sold 26,578,854 units, each a common share plus a warrant for 0.4 of a share at $0.45 (expiring January 2, 2017), to accredited investors for about $9.0 million gross ($8.2 million net). This adds shares and warrants, so existing holders are diluted, and the company must register the resale of these shares after August 15, 2014. It continues the company's pattern of regular equity raises.

capital raising announcement

On Aug 8, 2013 the company raised about $9 million by selling 9,091 Series E Preferred shares with warrants on 10,909,200 shares at $0.40. The remaining lender under the Feb 2011 Honig/Brauser credit facility swapped about $646,000 of debt into the same securities, and the $4.5 million facility was terminated. The filing totals 9,743 Series E shares, convertible into 29,229,000 common shares at $0.33; the company can redeem them after Feb 8, 2014 at 110%. This closes the open Honig/Brauser facility thread and removes that debt, but adds dilution and gives Series E holders approval rights over dividends and buybacks.

capital raising announcement

On Aug 20, 2012 management concluded the Q1 2012 financials can't be relied on, because the Amicor uranium option was accounted for wrongly. Originally $4,333,333 of other income was booked from the option; it now recognises a $930,000 gain, with the Amicor shares valued at zero. The fix cuts total assets by $4,650,000, deferred revenue by $1,596,667, and raises Q1 net loss by $3,053,333; it is non-cash, and an amended 10-Q will follow. This is a second restatement after the March 2012 one.

financial restatement

On June 19, 2012 the company sold 12,500,000 shares for $4,000,000 to Coeur d'Alene Mines and Frost Gamma, paying $150,000 plus 234,375 shares to a placement agent. Frost Gamma also agreed to convert all 3,284,396 Series C Preferred into 10,263,738 common shares and all 6,086,968 Series D Preferred into 19,021,775 common shares, and received 3,000,000 extra shares; a 9.99% ownership cap means part of the shares are delivered only after 61 days. This simplifies the preferred stock, but common shares increase substantially.

capital raising announcement

On June 11, 2012 American Strategic Minerals (Amicor) exercised its option, granted Jan 26, 2012, to buy the uranium properties for $10, by taking over the subsidiary holding the Continental uranium assets (CPX Uranium, Green Energy Fields, ND Energy). The company says it has now divested all its uranium assets. Amicor had paid $930,000 of the $1,000,000 note and the company still holds 9,180,000 Amicor shares. This completes the exit from the uranium holdings that came with the 2011 Continental deal.

material agreement

On May 24, 2012 the company sold its two Lander County, Nevada exploration properties (Red Rock and North Battle Mountain, gained with the 2011 Arttor purchase) to Valor Gold. It received 25,000,000 Valor Gold shares, $2,000,000, a $500,000 5% note, a 1% royalty on certain claims, and Art Leger surrendered 1,750,000 Pershing shares. This moves the company away from those prospects, with payment partly in Valor shares and a note rather than all cash.

business combination

The Victoria Gold purchase near Relief Canyon, agreed March 23, 2012, closed on April 5, 2012: the company paid $2,000,000 cash, issued 10,000,000 shares and a 2-year warrant for 5,000,000 shares at $0.60 to Victoria Gold, and granted a 2% royalty on the owned claims. On April 9 it also issued 9,576,285 shares to holders of Continental-derived warrants in exchange for cancelling 31,920,953 warrants (300 shares per 1,000 warrants), and those holders gave up certain most-favored-nation provisions. On April 6 director Barry Honig signed a 3-year consulting agreement for a fully vested 10-year option on 12,000,000 shares at $0.35, $200,000 if at least $5,000,000 is raised from triggering events, and $500,000 on a change in control. The Series D Preferred authorization was raised to 7,500,000 shares. This resolves the Victoria closing and the open Continental warrant question, at the cost of new dilution.

capital raising announcement

On March 23, 2012 the company agreed to buy Victoria Gold Corp.'s and Victoria Resources (US) Inc.'s interest in about 13,400 acres of claims and private land next to Relief Canyon in Pershing County, Nevada. It will pay $2,000,000 cash at closing, issue 10,000,000 shares and a two-year warrant for 5,000,000 shares at $0.60 to Victoria Gold, and grant a 2% net smelter royalty on the owned claims. It also takes over a Newmont lease and about $750,000 of required spending by June 15, 2012. This expands the Relief Canyon land position at a cost of cash and further dilution.

material agreement

On March 23, 2012 management concluded the Q3 2011 (three and nine months to Sept 30, 2011) financial statements can no longer be relied on, after talks with SEC staff about how to account for the July 2011 Continental purchase. The company had booked goodwill of $72,397,654 using the $1.11 share price and immediately written it off; it now says the net assets acquired were worth $12,857,676 and the goodwill and impairment should not have been recorded. Restating removes $72,397,654 from the reported net loss, with no change to cash flow; an amended 10-Q is to follow. This corrects a non-cash accounting error, not a change in cash. The filing is signed by Stephen Alfers as CEO and the company now calls itself Pershing Gold Corporation based in Lakewood, Colorado.

financial restatement

The company raised money three ways. On Sept 14, 2011 it sold a $1,715,604 secured 9% note to Frost Gamma (convertible at $0.50), with proceeds used to post additional Bureau of Land Management bonds for exploration and Phase One drilling at Relief Canyon. On Sept 29 it sold 3,284,396 Series C Preferred shares and two-year warrants on 9,853,188 shares ($0.60) to Frost Gamma for $3,284,396. It also sold 3,356,000 units at $0.50 (one share plus a half-share warrant at $0.60), $850,000 on Sept 8 and $828,000 in October. As a result, the conversion price on the $8 million August 2011 notes dropped from $0.55 to $0.50 under their anti-dilution terms, which adds dilution; the filing also confirms the Continental warrant cancellations behind the earlier settlement.

capital raising announcement

On September 1, 2011 the company exited sports and entertainment, selling its Empire Sports & Entertainment subsidiary to Concert International, Inc. for $500,000 payable March 31, 2012 under a promissory note, and said it will focus exclusively on gold exploration. This closes the original business acquired in the 2010 reverse merger. The filing itself warns that payment depends on collecting from Concert International and on the profitability of the August 2011 event.

asset acquisition disposition

On August 30, 2011 the company bought the Relief Canyon Mine in Pershing County, Nevada, a previously operating gold mine from the Firstgold bankruptcy sale, for $12,000,000 cash plus $8,000,000 of senior secured convertible notes issued to Platinum Long Term Growth and Lakewood Group. The notes carry 9% interest, convert at $0.55 per share with full-ratchet anti-dilution protection, are secured by the acquiring subsidiary's assets, and begin payments the earlier of 3 months after gold production or 18 months after issue. The mine carries a 2% net smelter royalty to Battle Mountain Gold Exploration and includes about $2.9 million of reclamation bond rights. This is the company's first mine with prior operating history and adds secured debt and possible dilution. The filing text was truncated, so further terms are not seen.

asset acquisition disposition

On July 22, 2011 the company bought substantially all of Continental Resources Group's assets, including mineral claims, three subsidiaries and about $13.2 million of cash, paying 8 company shares for every 10 Continental shares (76,055,214 shares issued, based on 95,069,018 Continental shares outstanding). It also assumed Continental's warrants and options on the same ratio, and Continental is to liquidate by July 1, 2012, passing the shares to its own holders. The $2,000,000 note from days earlier became an intercompany obligation. The company also advanced $2,000,000 to an unnamed third party for a possible mining asset purchase. The shares cannot be distributed until Continental completes its overdue audit (it missed its March 2011 year-end 10-K and must restate a quarter) and a registration statement is filed. This is a large issuance that dilutes existing shareholders.

asset acquisition disposition

On May 24, 2011 the company (now filing as Sagebrush Gold Ltd., the renamed Empire Sports & Entertainment Holdings) bought 100% of Arttor Gold, LLC, which holds ten-year leases on the North Battle Mountain and Red Rock gold prospects in Lander County, Nevada, plus about $2,000,000 of cash. It paid with 4,000,000 common shares to its president David Rector and geologist Arthur Leger (each about a 9.5% owner of Arttor), 8,000,000 new Series B Preferred shares and 9,000,000 more common shares (7,000,000 to investor Frost Gamma Investment Trust); the filing says this adds 21,000,000 shares on a fully diluted basis. This is the first mining asset in the story, a move away from the sports and entertainment business, and it dilutes existing holders; the leases come from an affiliate of Leger, a related party.

asset acquisition disposition

On February 23, 2011 the company and its subsidiaries signed a credit facility of up to $4.5 million with co-chairman Barry Honig and Michael Brauser, at 6% interest and maturing January 31, 2012, to be used only to fund specific sports and entertainment events. The lenders and CEO Finkel also get 2,250,000 Series A Preferred shares convertible one-for-one into common stock, and a fee of 15% of the $4.5 million commitment payable only out of net profits from the events. Finkel agreed to cover one-third of any net event losses, and the preferred conversions are capped at 4.99% ownership (9.99% if waived). Shareholders face possible dilution from the preferred shares, and the loan is from a company insider.

capital raising announcement

On October 8, 2010 the company moved its old web-consulting business into a subsidiary, Excel Global Holdings, and agreed to sell that subsidiary to the former officers and directors (Betty Soumekh, Jeremy Vernassal and Delia Vernassal). In return they will hand back 17,596,603 company shares to be cancelled, leaving 22,115,800 shares outstanding, with former Empire holders owning about 88.8%. This finishes the shift to Empire's live-events business as the company's only business and concentrates ownership with the Empire holders.

asset acquisition disposition

On September 29, 2010 the company bought The Empire Sports & Entertainment, Co., a private live music and sports events promoter, in a share exchange, issuing 19,602,000 shares to Empire's holders, who held about 49.4% of the 39,712,403 shares outstanding afterwards. It was renamed The Empire Sports & Entertainment Holdings Co., the old web-consulting business was replaced as its line of business, the old directors resigned, and Shelly Finkel (Chairman and CEO), Barry Honig and Gregory Cohen took over. The company also granted 2,800,000 options at $0.60 per share, and the filing says Empire had not yet generated material revenues.

business combination