LAKEWOOD, Colo., Aug. 27, 2013 (GLOBE NEWSWIRE) -- Pershing Gold Corporation (OTCBB:PGLC) announced today that it has completed its private placement of Series E Convertible Preferred Stock and warrants with a total of $11.1 million in gross proceeds, including amounts that were previously disclosed.
The private placement consisted of the issuance of a total of 11,185 shares of Series E Convertible Preferred Stock for $990 per share. Each share of Series E Convertible Preferred Stock is convertible into shares of common stock at a conversion rate of 3,000 shares of common stock for each share of Series E Convertible Preferred (equivalent to a conversion price of $0.33 per share of common stock), or 33,555,000 shares of common stock in the aggregate. The investors also received three-year warrants to purchase an aggregate of 13,422,000 shares of common stock at an exercise price of $0.40 per share. These amounts include shares of Series E Convertible Preferred Stock and warrants that were issued to the remaining lender under the Credit Facility Agreement dated February 23, 2011, as amended, in exchange for the outstanding principal and accrued interest of approximately $646,000 owed by the Company under the Credit Facility Agreement.
The Company expects to use the net proceeds of the private placement for advancement of the Company's Relief Canyon project and for general corporate purposes. "This financing is a significant milestone for Pershing Gold," said Stephen Alfers, Pershing Gold's Chairman and Chief Executive Officer. "This financing enables us to advance aggressively our work at the Relief Canyon Mine by expanding and upgrading our NI 43-101 compliant resource through our drilling programs now underway and planned for the remainder of 2013, and by completing the engineering, metallurgy, and hydrology work needed for a preliminary economic analysis planned in 2014."
"This financing was led by Barry Honig, Pershing Gold's founder and a leading shareholder, joined by members of our management team. In addition," Alfers continued, "I am pleased to note that this financing attracted significant new investors."
Ingalls & Snyder, LLC, Dundee Corporation and Paramount Gold and Silver Corp. each participated as investors in the private placement.
The securities issued in the private placement were not 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. As part of the transaction, the Company has agreed to file a registration statement with the Securities and Exchange Commission for purposes of registering the resale of all of the common stock issuable upon conversion of the Series E Convertible Preferred Stock and exercise of the warrants.
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, 2012 and each subsequently filed Quarterly Report on Form 10-Q. The Company assumes no obligation to update any of the information contained or referenced in this press release.
About Pershing Gold Corporation
Pershing Gold Corporation owns the Relief Canyon Mine property, which includes three open-pit mines and a state-of-the-art, fully permitted and constructed heap leach processing facility. These assets present Pershing Gold with the opportunity to achieve a fast-track path to production at the Relief Canyon Mine. Pershing Gold's landholdings cover over 25,000 acres that include the Relief Canyon Mine asset and lands surrounding the mine in all directions. This land package provides Pershing Gold with the opportunity to expand the Relief Canyon Mine deposit and to explore and make new discoveries on nearby lands.