LAKEWOOD, Colo., Feb. 13, 2013 (GLOBE NEWSWIRE) -- Pershing Gold Corporation ("Pershing") (OTCBB:PGLC) and Continental Resources Corporation ("Continental") (OTCBB:CRGC) today jointly announced that Pershing's Form S-1 Resale Registration Statement has been declared effective by the United States Securities and Exchange Commission ("SEC"). The Registration Statement satisfies a condition allowing for the dissolution of Continental.
Continental has held Pershing shares since July 2011, when Pershing acquired the business and assets of Continental via an asset purchase of substantially all of the assets of Continental in exchange for shares of Pershing common stock equal to a ratio of eight shares for every ten shares of Continental's common stock outstanding.
Consequently, Continental was a controlling shareholder of Pershing from July 2011 through December 31, 2011 and continues to hold significant share ownership. As a result of the effectiveness of the Form S-1 Registration Statement, Continental is planning to proceed with its plan of liquidation, including the distribution of Pershing shares, on a pro rata basis to Continental shareholders as of a record date set by Continental. Continental expects to complete the distribution as soon as practicable.
Neither Pershing nor Continental are issuing any new share capital via this Registration Statement and will not receive any proceeds from the sale of the registered shares.
A copy of the Form S-1 Resale Registration Statement can be viewed at the address below:
This press release shall not constitute an offer to issue or sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Pershing Gold Corporation
Pershing Gold Corporation is a new gold exploration and development company focusing on acquiring, exploring, and developing gold deposits in Pershing County and elsewhere in Nevada. The Relief Canyon Mine property in Pershing County is owned by Gold Acquisition Corp., the Company's wholly owned subsidiary.
Legal Notice and Safe Harbor Statement
This press release contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, and those preceded by or that include the words "believes," "expects," "given," "targets," "intends," "anticipates," "plans," "projects," "forecasts" or similar expressions, are "forward-looking statements." Although Pershing Gold Corporation'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. 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 SEC including the Annual Report on Form 10-K for the year ended December 31, 2011 and each subsequently filed Quarterly Report on Form 10-Q and Current Report on Form 8-K. The Company assumes no obligation to update any of the information contained or referenced in this press release.