10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                to                               .

Commission file number: 000-54710

Pershing Gold Corporation

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	26-0657736 (I.R.S. Employer Identification No.)
1658 Cole Boulevard Building 6, Suite 210 Lakewood CO	80401
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (877) 705-9357

(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes  o No.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 14, 2014, there were 316,681,754 shares of common stock, par value $0.0001, outstanding.

PERSHING GOLD CORPORATION

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION
ITEM 1	Financial Statements	3
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	23
ITEM 4	Controls and Procedures	23
PART II — OTHER INFORMATION
ITEM 1	Legal Proceedings	23
ITEM 1A	Risk Factors	23
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	24
ITEM 3	Defaults Upon Senior Securities	24
ITEM 4	Mine Safety Disclosures	24
ITEM 5	Other Information	24
ITEM 6	Exhibits	24

ITEM 1 Financial Statements

PERSHING GOLD CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2014			2013
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,822,932		$	7,743,107
Restricted cash	2,250,000			2,250,000
Other receivables	43,349			17,276
Prepaid expenses and other current assets	399,032			582,278
Total Current Assets	5,515,313			10,592,661
NON - CURRENT ASSETS:
Property and equipment, net	6,050,616			6,450,640
Mineral rights	16,786,912			16,786,912
Reclamation bond deposit	25,000			25,000
Deposits	—			3,884
Total Non - Current Assets	22,862,528			23,266,436
Total Assets	$	28,377,841		$	33,859,097
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	751,454		$	624,753
Note payable - current portion	23,532			23,036
Total Current Liabilities	774,986			647,789
LONG-TERM LIABILITIES:
Note payable - long term portion	29,757			36,474
Total Liabilities	804,743			684,263
Commitments and Contingencies
STOCKHOLDERS’ EQUITY :
Preferred stock, $0.0001 par value; 50,000,000 authorized
Convertible Series A Preferred stock ($.0001 Par Value; 2,250,000 Shares Authorized; none issued and outstanding as of June 30, 2014 and December 31, 2013)	—			—
Convertible Series B Preferred stock ($.0001 Par Value; 8,000,000 Shares Authorized; none issued and outstanding as of June 30, 2014 and December 31, 2013)	—			—
Convertible Series C Preferred stock ($.0001 Par Value; 3,284,396 Shares Authorized; none issued and outstanding as of June 30, 2014 and December 31, 2013)	—			—
Convertible Series D Preferred stock ($.0001 Par Value; 7,500,000 Shares Authorized; none issued and outstanding as of June 30, 2014 and December 31, 2013)	—			—
Convertible Series E Preferred stock ($.0001 Par Value; 15,151 Shares Authorized; 9,606 and 11,185 issued and outstanding as of June 30, 2014 and December 31, 2013 , respectively)	1			1
Common stock ($.0001 Par Value; 500,000,000 Shares Authorized; 280,904,023 and 275,917,023 shares issued and 280,284,495 and 275,790,008 outstanding as of June 30, 2014 and December 31, 2013 , respectively)	28,091			27,592
Additional paid-in capital	134,733,556			133,201,209
Treasury stock, at cost, (619,528 and 127,015 shares as of June 30, 2014 and December 31, 2013, respectively)	(225,876		)	(44,455		)
Accumulated deficit	(106,962,674		)	(100,009,513		)
Total Stockholders’ Equity	27,573,098			33,174,834
Total Liabilities and Stockholders’ Equity	$	28,377,841		$	33,859,097

See accompanying notes to consolidated financial statements.

3

PERSHING GOLD CORPORATION  AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2014			2013			2014			2013
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net revenues	$	—		$	—		$	—		$	—
Operating expenses:
Compensation and related taxes	1,068,955			1,439,412			2,345,083			3,073,655
Exploration cost	1,346,699			299,603			1,881,425			715,075
Consulting fees	375,258			437,080			653,051			782,613
General and administrative expenses	1,048,361			962,154			2,071,371			2,066,030
Total operating expenses	3,839,273			3,138,249			6,950,930			6,637,373
Loss from operations	(3,839,273		)	(3,138,249		)	(6,950,930		)	(6,637,373		)
OTHER INCOME (EXPENSES):
Warrant settlement expense	—			(45,484		)	—			(45,484		)
Realized gain - available for sale securities	—			1,205,000			—			1,656,333
Interest expense and other finance costs, net of interest income	(1,065		)	(8,995		)	(2,231		)	(17,702		)
Total other income (expenses) - net	(1,065		)	1,150,521			(2,231		)	1,593,147
Loss before provision for income taxes	(3,840,338		)	(1,987,728		)	(6,953,161		)	(5,044,226		)
Provision for income taxes	—			—			—			—
Net loss	$	(3,840,338	)	$	(1,987,728	)	$	(6,953,161	)	$	(5,044,226	)
Net loss per common share, basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and Diluted	280,270,650			273,292,023			279,065,711			271,700,310

See accompanying notes to consolidated financial statements.

4

PERSHING GOLD CORPORATION  AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the six months ended June 30,
	2014			2013
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to Pershing Gold Corporation	$	(6,953,161	)	$	(5,044,226	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	488,054			487,905
Realized gain - available for sale securities	—			(1,656,333		)
Stock-based compensation	1,532,846			2,649,620
Changes in operating assets and liabilities:
Other receivables	(26,073		)	77,364
Prepaid expenses - current portion and other current assets	187,130			282,221
Accounts payable and accrued expenses	131,607			(133,222		)
NET CASH USED IN OPERATING ACTIVITIES	(4,639,597		)	(3,336,671		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds received from the sale of marketable securities	—			1,656,333
Purchase of property and equipment	(88,030		)	(23,898		)
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES	(88,030		)	1,632,435
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock	(181,421		)	—
Payments on notes payable	(11,127		)	(9,598		)
Distribution to former parent company	—			(15,066		)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	(192,548		)	(24,664		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(4,920,175		)	(1,728,900		)
CASH AND CASH EQUIVALENTS- beginning of period	7,743,107			3,218,191
CASH AND CASH EQUIVALENTS- end of period	$	2,822,932		$	1,489,291
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	2,231		$	3,132
Income taxes	$	—		$	—

See accompanying notes to consolidated financial statements.

5

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization

Pershing Gold Corporation (the “Company”), formerly named Sagebrush Gold Ltd., was incorporated under the laws of the State of Nevada on August 2, 2007. The Company is a gold and precious metals exploration company pursuing exploration and development opportunities primarily in Nevada. The Company is currently focused on exploration of its Relief Canyon properties in Pershing County in northwestern Nevada. None of the Company’s properties contain proven and probable reserves, and all of the Company’s activities on all of its properties are exploratory in nature.

A wholly-owned subsidiary, EXCX Funding Corp., a Nevada corporation was formed in January 2011 and held the note payable - related party, which was exchanged for the Company’s Series E Convertible Preferred Stock (“Series E Stock”) and warrants in August 2013 and was cancelled. On April 6, 2014 EXCX Funding Corp. was liquidated and dissolved.

On August 30, 2011, the Company, through its wholly-owned subsidiary, Gold Acquisition Corp. (“Gold Acquisition”) acquired the Relief Canyon Mine property (“Relief Canyon”) located in Pershing County, near Lovelock, Nevada, for an aggregate purchase price consisting of: (i) $12,000,000 cash and (ii) $8,000,000 in senior secured convertible promissory notes.

A wholly-owned subsidiary, Pershing Royalty Company, a Delaware corporation, was formed on May 17, 2012 to hold royalty interests in two gold exploration properties.

Going concern

The Company is in the exploration stage and does not generate revenues to meet its operating expenses.

These consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company has incurred a net loss of approximately $7.0 million for the six months ended June 30, 2014, has used $4.6 million of net cash in operations for the six months ended June 30, 2014, has incurred a total cumulative deficit of approximately $107.0 million since its inception and requires capital for its contemplated business and exploration activities to take place. The Company plans to raise additional capital to carry out its business plan. The Company’s ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to profitable operations are necessary for the Company to continue business. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties.

In July 2014, the Company completed private placements to accredited investors for the purchase of 35,854,259 shares of its common stock and warrants to purchase 14,341,676 shares of common stock for aggregate net proceeds of approximately $11.1 million (see Note 11).

In August 2013, the Company completed a private placement to several accredited investors for the purchase of 10,533 shares of its Series E Stock and warrants to purchase 12,639,600 shares of common stock for aggregate net proceeds of approximately $10.2 million (see Note 8).

In addition, in August 2013, the Company issued 652 shares of its Series E Stock and warrants to purchase 782,400 shares of common stock in exchange for the cancellation of a note payable — related party and accrued interest totaling approximately $646,000 (see Note 8).

6

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and present the consolidated financial statements of the Company as of June 30, 2014. All intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position as of June 30, 2014, and the results of operations and cash flows for the six months ended June 30, 2014 have been included. The results of operations for the six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the full year. The accounting policies and procedures employed in the preparation of these consolidated financial statements have been derived from the audited financial statements of the Company for the fiscal year ended December 31, 2013, which are contained in the Company’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 26, 2014. The consolidated balance sheet as of December 31, 2013, contained herein, was derived from those financial statements.

Use of estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, allowance for bad debts, the useful life of property and equipment, the assumptions used to calculate fair value of options and warrants granted and derivative liability, beneficial conversion on convertible notes payable and preferred stock, capitalized mineral rights, asset valuations, common stock issued for services, common stock issued for conversion of notes and common stock issued in connection with an acquisition.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At June 30, 2014, the Company had bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits.

Restricted cash

Restricted cash consists of cash and investments which are held as collateral under a surface management surety bond issued on the Company’s behalf.

7

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

Marketable securities

Marketable securities consist of the Company’s investment in publicly traded equity securities and are generally restricted for sale under Federal securities laws. The Company’s policy is to liquidate securities received when market conditions are favorable for sale. Since these securities are often restricted, the Company is unable to liquidate them until the restriction is removed. Marketable securities that are bought and held principally for the purpose of selling them in the near term are to be classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Pursuant to ASC Topic 320, “Investments — Debt and Equity Securities,” the Company’s marketable securities have a readily determinable and active quoted price, such as from NASDAQ, NYSE Euronext, the Over the Counter Bulletin Board, and the OTC Markets Group.

Trading securities are carried at fair value, with changes in unrealized holding gains and losses included in income and classified within interest and other income, net, in the accompanying consolidated statements of operations.

Available for sale securities are carried at fair value, with changes in unrealized gains or losses are recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale are reflected in the net income (loss) for the period in which the security was liquidated.

Fair value of financial instruments

The Company adopted ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

These inputs are prioritized below:

Level 1:Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Level 2:Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3:Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company analyzes all financial instruments with features of both liabilities and equity under the FASB’s accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Depending on the product and the terms of the transaction, the fair value of notes payable and derivative liabilities were modeled using a series of techniques, including closed-form analytic formula, such as the Black-Scholes option-pricing model.

The Company classified the investments in marketable securities available for sale as Level 3, adjusted for the effect of restriction. The securities were restricted and cannot be readily resold by the Company absent a registration of the sale of those securities under the Securities Act of 1933, as amended (the “Securities Act”) or the availability of an exemption from registration. Unrealized gains or losses on marketable securities available for sale were recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale were reflected in net income for the period in which the security was liquidated. At the end of each period, the Company evaluated the carrying value of the marketable securities for a decrease in value. The Company evaluated the entity underlying these marketable securities to determine whether a decline in fair value below the amortized cost basis is other than temporary. If the decline in fair value is judged to be “other- than- temporary”, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of the write-down is charged to earnings.

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. The carrying amount of the note payable at June 30, 2014 approximates its respective fair value based on the Company’s incremental borrowing rate.

8

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

Prepaid expenses

Prepaid expenses of $399,032 and $582,278 at June 30, 2014 and December 31, 2013, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses principally include prepayments for consulting and business advisory services, insurance premiums, drilling services, and mineral lease fees which are being amortized over the terms of their respective agreements.

Mineral property acquisition and exploration costs

Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production method over the estimated life of the proven and probable reserves. If in the future the Company has capitalized mineral properties, these properties will be periodically assessed for impairment. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are being expensed. During the six months ended June 30, 2014 and 2013, the Company incurred exploration cost of $1,881,425 and $715,075, respectively.

ASC 930-805, “Extractive Activities-Mining: Business Combinations” (“ASC 930-805”), states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims.

ASC 930-805-30-1 and 30-2 provides that in fair valuing mineral assets, an acquirer should take into account both:

·The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets.

·The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants.

Property and equipment

Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally one to twenty five years.

Impairment of long-lived assets

The Company accounts for the impairment or disposal of long-lived assets according to the ASC 360 “Property, Plant and Equipment”. The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of long-lived assets, including mineral rights, may not be recoverable. Long-lived assets in the exploration stage are monitored for impairment based on factors such as the Company’s continued right to explore the area, exploration reports, assays, technical reports, drill results and the Company’s continued plans to fund exploration programs on the property, and whether sufficient work has been performed to indicate that the carrying amount of the mineral property cost carried forward as an asset will not be fully recovered. The tests for long-lived assets in the exploration stage are monitored for impairment based on factors such as current market value of the long-lived assets and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The Company did not record any impairment charges of its long-lived assets at June 30, 2014 and December 31, 2013, respectively.

9

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

Income taxes

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Position. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open.  The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed.

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation”, which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, “Equity Based Payments to Non-employees”, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

Treasury stock

Treasury stock is accounted for using the cost method, with the purchase price of the common stock recorded separately as a deduction from stockholders’ equity.

Related party transaction

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions.

10

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

Recent accounting pronouncements

In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). ASU 2013-11 provides guidance on the presentation of unrecognized tax benefits related to any disallowed portion of net operating loss carryforwards, similar tax losses, or tax credit carryforwards, if they exist.  ASU 2013-11 is effective for fiscal years beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements”. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods; however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for the interim reporting period ended June 30, 2014.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

NOTE 3 — MARKETABLE SECURITIES

In January 2013, the Company sold the remaining 1,513,333 shares of American Strategic Minerals Corp. common stock it owned in a private transaction and generated net proceeds of $151,333. Between February 2013 and May 2013, the Company sold the 25,000,000 shares of Valor Gold Corp. common stock in private transactions and generated net proceeds of $1,505,000.  The Company recorded a realized gain — available for sale securities of $0 and $1,656,333 during the six months ended June 30, 2014 and 2013, respectively.

NOTE 4 — MINERAL PROPERTIES

Relief Canyon Properties

The Relief Canyon properties are located in Pershing County about 100 miles northeast of Reno, Nevada and at the southern end of the Humboldt Range. The Relief Canyon properties do not currently have any mineral reserves and all activities undertaken and currently proposed are exploratory in nature.

Relief Canyon Mine

Through the Company’s wholly-owned subsidiary, Gold Acquisition, the Company owns 164 unpatented lode mining claims and 120 unpatented millsites at the Relief Canyon Mine property. The property includes the Relief Canyon Mine and gold processing facilities, currently in a care and maintenance status. The Relief Canyon Mine includes three open pit mines, heap leach pads comprised of six cells, two solution ponds and a cement block constructed adsorption desorption-recovery (ADR) solution processing circuit. The ADR type process plant consists of four carbon columns, acid wash system, stripping vessel, and electrolytic cells. The process facility was completed in 2008 by Firstgold Corp and produced gold until 2009 and is currently in care and maintenance status. The facilities are generally in good condition. Most of the Relief Canyon Mine property is burdened by a production royalty equal to 2% of net smelter returns payable to Battle Mountain Gold Exploration LLC (now owned by Royal Gold).

Pershing Pass Property

The Pershing Pass property consists of over 700 unpatented mining claims covering approximately 12,000 acres and a mining lease covering approximately 600 acres.  The Pershing Pass property also includes approximately 490 unpatented lode mining claims covering approximately 9,700 acres that the Company acquired from Silver Scott Mines in March 2012 and approximately 283 unpatented lode mining claims covering about 5,660 acres owned directly by a Victoria Gold Corp. subsidiary prior to our purchase. Victoria Gold has reserved a 2% net smelter return production royalty on the 221 claims that are located outside the area of interest related to the Newmont Leased property, discussed below.  The Pershing Pass property also includes 17 unpatented mining claims acquired from a third party in April 2012 subject to a 2% net smelter return royalty, 17 unpatented mining claims that the Company located in mid-2012, and approximately 635 acres of private lands that the Company leased in January 2013.  The primary term of the lease is ten years, which may be extended as long as mineral development work continues on the property. Production from the lease is subject to a 2% net smelter return royalty on all metals produced other than gold, and to a royalty on gold indexed to the gold price,

11

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

ranging from 2% at gold prices of less than $500 per ounce to 3.5% at gold prices over $1,500 per ounce. Prior to one year after commercial production, the Company can repurchase up to 3% of the royalty on gold production at the rate of $600,000 for each 1%.

In September 2013, the Company entered into a lease agreement and purchase option with Wolf Pack Gold (Nevada) Corp for 19 unpatented mining claims (approximately 400 acres) in the Pershing Pass Property.  The lease grants the Company exclusive rights to conduct mineral exploration, development and mining and an exclusive option to purchase the claims. The primary term of the lease is ten years, which may be extended as long as mineral exportation, development, or mining work continues on the property. Production from the lease is subject to a 1% net smelter return royalty on precious metals and a one-half percent net smelter royalty on all other metals produced from the lease. Prior to production, and starting in September 2016, the Company is required to pay a $10,000 per year advance minimum royalty payment to Wolf Pack Gold. The advance minimum royalty remains at $10,000 per year until September 2023 then the advance royalty payment increases to $12,500 per year.  The advance royalty payment increases to $15,000 per year in September 2028 and then $20,000 per year in September 2033.  The advance minimum royalty payments are due on or before the anniversary dates of the lease agreement. If the Company decides to exercise the purchase option, which is exercisable at any time, it can acquire the 19 unpatented mining claims from Wolf Pack Gold for $250,000.

Newmont Leased Properties

On April 5, 2012, the Company purchased from Victoria Gold Corp. and Victoria Resources (US) Inc. their interest in approximately 13,300 acres of mining claims and private lands adjacent to the Company’s landholdings at the Relief Canyon Mine in Pershing County, Nevada. Approximately 8,900 acres of these properties are held under leases and subleases with Newmont USA Ltd., which the Company refers to as the Newmont Leased properties. Victoria Gold has reserved a 2% net smelter return royalty from the production on 221 of the 283 unpatented mining claims that it owned directly.

Approximately 8,900 acres of the lands that the Company acquired from Victoria Gold Corporation are a leasehold interest comprised of unpatented mining claims and private lands subject to a 2006 Mineral Lease and Sublease with Newmont USA Ltd., which the Company refers to as the Newmont Leased property. The Newmont Leased property consists of 155 unpatented lode mining claims owned by Newmont comprising approximately 2,800 acres, approximately 4,900 acres of privately-owned fee minerals leased by Newmont from the owners, and 62 unpatented mining claims that were owned by Victoria within the Newmont Leased property and area of interest.

In order to maintain the 2006 Minerals Lease and Sublease with Newmont, the Company was required to spend approximately $1.0 million in exploration expenses in 2013. The Company has satisfied this 2013 direct drilling work commitment. Starting in 2014, the Company is required to spend $0.5 million per year on exploration expenditures or pay Newmont rental payments of $10 per acre per year. The rental payments will escalate by 5% per year. The Company has also satisfied the 2014, 2015 and 2016 direct drilling work commitments. Under the current terms of the 2006 Minerals Lease and Sublease and commencing in 2014, the annual rent, if the Company elects not to or fails to incur at least $0.5 million in exploration expenditures, would be approximately $0.1 million. Because the Company has satisfied the direct drilling work commitment for 2014, 2015 and 2016, it will not incur annual rental payments in 2014, 2015 or 2016. The Company will be required to expend $0.5 million in additional direct drilling expenditures in 2017 in order to avoid the annual rental payment requirement.

Pursuant to the 2006 Minerals Lease and Sublease, the Company is subject to a 3% to 5% net smelter royalty tied to the gold price in the event Newmont elects not to pursue the Venture Option and quitclaims the claims and leased lands to the Company. The 5% net smelter royalty would apply if the monthly average gold price is equal to or greater than $400 per ounce. In addition, the Company is subject to a 2.5% net smelter returns royalty payable to the lessor on approximately 800 acres of the Newmont Leased properties under the 1994 Mining Lease and a 3.5% net smelter returns royalty payable to the lessor on approximately 495 acres of the Newmont Leased properties under the 1999 Mining Lease; these royalties would offset the Newmont royalty down to 2%.

General

The Company has posted a statewide bond with the United States Department of the Interior Bureau of Land Management (“BLM”) as required by the State of Nevada in an amount of approximately $5.0 million, which is currently approximately $300,000 in excess of the current coverage requirement, to reclaim land disturbed in its exploration and mining operations. Previously the Company posted a reclamation bond deposit in the amount equal to the bond requirement with the BLM. In November 2013 the Company replaced the bond deposit by issuing a surface management surety bond in the amount of approximately $5.0 million through a third-party insurance underwriter. In order to issue the surface management surety bond the Company was required to place 45% of the $5.0 million bond ($2,250,000) in a collateral account. The funds deposited in the collateral account have been classified as restricted cash on the Company’s balance sheet as of June 30, 2014.

12

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

As of June 30, 2014, based on management’s review of the carrying value of mineral rights, management determined that there is no evidence that the cost of these acquired mineral rights will not be fully recovered and accordingly, the Company has determined that no adjustment to the carrying value of mineral rights was required.

As of the date of these consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and has incurred only acquisition and exploration costs.

Mineral properties consisted of the following:

	June 30, 2014		December 31, 2013
Relief Canyon Mine — Gold Acquisition	$	8,501,071	$	8,501,071
Relief Canyon Mine — Newmont Leased Properties	7,709,441		7,709,441
Pershing Pass Property	576,400		576,400
	$	16,786,912	$	16,786,912

NOTE 5 — PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	Estimated Life	June 30, 2014			December 31, 2013
Furniture and fixtures	5 years	$	56,995		$	56,995
Office and computer equipment	1 - 5 years	313,657			234,518
Land	—	266,977			266,977
Building and improvements	5 - 25 years	738,959			730,068
Site costs	10 years	1,272,732			1,272,732
Crushing system	20 years	2,256,943			2,256,943
Process plant and equipment	10 years	3,169,442			3,169,442
Vehicles and mining equipment	5 - 10 years	695,825			695,825
		8,771,530			8,683,500
Less: accumulated depreciation		(2,720,914		)	(2,232,860		)
		$	6,050,616		$	6,450,640

For the six months ended June 30, 2014 and 2013, depreciation expense amounted to $488,054 and $487,905, respectively.

NOTE 6 — NOTES PAYABLE

In August 2012, the Company issued a note payable in the amount of $92,145 in connection with the acquisition of mining equipment. The note payable bears interest at approximately 7% per annum and is secured by a lien on the mining equipment. The note is payable in 48 equal monthly payments of $2,226 beginning in September 2012.

Notes payable — short and long term portion consisted of the following:

	June 30, 2014			December 31, 2013
Total notes payable	$	53,289		$	59,510
Less: current portion	(23,532		)	(23,036		)
Long term portion	$	29,757		$	36,474

NOTE 7 — RELATED PARTY TRANSACTIONS

Continental Resources Group, Inc.

In January 2013, the Company paid $15,066 of Continental Resources Group Inc.’s expenses. The Company recorded such advances to additional paid in capital which represents distributions to the Company’s former parent company for a total of $15,066 for the six months ended June 30, 2013.  Continental was dissolved on February 27, 2013.

13

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

NOTE 8 — STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized within the limitations and restrictions stated in the Amended and Restated Articles of Incorporation to provide by resolution or resolutions for the issuance of 50,000,000 shares of Preferred Stock, par value $0.0001 per share in such series and with such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions as the Company’s Board of Directors establish.

Series A Convertible Preferred Stock

As of June 30, 2014, 2,250,000 shares of Series A Preferred Stock, $0.0001 par value were authorized with none issued and outstanding.

Series B Convertible Preferred Stock

As of June 30, 2014, 8,000,000 shares of Series B Preferred Stock, $0.0001 par value were authorized with none issued and outstanding.

Series C Convertible Preferred Stock

As of June 30, 2014, 3,284,396 shares of Series C Preferred Stock, $0.0001 par value were authorized with none issued and outstanding.

9% Series D Cumulative Preferred Stock

As of June 30, 2014, there were 7,500,000 shares of Series D Preferred Stock authorized and none issued and outstanding.

Convertible Series E Preferred Stock

On August 5, 2013, the Company designated 15,151 shares of Series E Stock. Each share of Series E Stock is convertible into shares of the Company’s common stock at a conversion rate of 3,000 shares of common stock for each share of Series E which is equivalent to a conversion price of $0.33 per share of common stock, subject to certain adjustments in the event of stock dividends, stock splits and subsequent equity sales.

The holders of the Series E Stock are entitled to vote on an as-converted basis on all matters on which the holders of the common stock have a right to vote.  The Company may, at any time after February 8, 2014, redeem all the then outstanding Series E Stock for cash in an amount equal to 110% of the purchase price for the Series E Stock, provided that the optional redemption provisions are met as defined in the certificate of designation.  Upon liquidation, dissolution or winding up of the Company, each holder of Series E Stock is entitled to receive the greater of: (i) 110% of the purchase price of the Series E Stock, or (ii) the amount each holder would be entitled to receive if such holder’s shares of Series E Stock were converted into common stock.  Upon a change of control, all outstanding shares of Series E Stock will automatically convert into shares of common stock and the holders will also be entitled to receive a cash payment equal to 10% of the purchase price paid for the Series E Stock. The Company believes that the occurrence of the optional redemption is considered a conditional event and as a result the instrument does not meet the definition of mandatorily redeemable financial instrument based from ASC 480-10-25, “Distinguishing Liabilities from Equity”.

In August 2013, the Company completed private placements to several accredited investors for the purchase of 10,533 shares of the Company’s Series E Stock and warrants to acquire 12,639,600 shares of the Company’s common stock for aggregate net proceeds of approximately $10.2 million. Each purchaser of Series E Stock received a 3-year warrant to acquire a number of shares of the Company’s common stock equal to 40% of the number of shares of common stock issuable upon conversion of the shares of Series E Stock. The warrants are immediately exercisable at an exercise price of $0.40 per share of the Company’s common stock, subject to adjustments in the event of stock dividends, recapitalizations or certain other transactions and expire three years from the date of issuance. The purchase price of one share of Series E Stock and the associated warrant was $990.

Additionally, Mr. Barry Honig, a director of the Company, exchanged the outstanding principal and accrued interest of $645,480 owed by the Company under a Credit Facility Agreement for 652 shares of Series E Stock and warrants to acquire 782,400 shares of the Company’s common stock on equivalent terms to those of investors purchasing in the private placement.

14

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

During February and March 2014 certain holders of the Company’s Series E Stock converted 1,529 shares into 4,587,000 shares of common stock of the Company in accordance with the Series E Stock certificate of designation. The conversion rate applied to these exchanges was 3,000 shares of common stock for each share of Series E Stock which was equivalent to a conversion price of $0.33 per share of common stock.

During April 2014 a certain holder of the Company’s Series E Stock converted 50 shares into 150,000 shares of common stock of the Company in accordance with the Series E Stock certificate of designation. The conversion rate applied to these exchanges was 3,000 shares of common stock for each share of Series E Stock which was equivalent to a conversion price of $0.33 per share of common stock.

As of June 30, 2014, there were 15,151 shares of Series E Stock authorized and 9,606 shares issued and outstanding.

Common Stock

On February 12, 2013, the Company granted an aggregate of 6,700,000 shares of restricted common stock to a director, certain employees and consultants of the Company, which were valued at fair market value on the date of grant at approximately $3,417,000 or $0.51 per share. These restricted shares vest one third at the end of each of the first three years from the date of issuance.

On November 1, 2013, pursuant to an employment agreement, the Company granted 125,000 shares of restricted common stock to an employee of the Company which were valued at fair market value on the date of grant at approximately $0.36 per share. These restricted shares vest one third at the end of each of the first three years from the date of issuance.

On December 16, 2013, the Company granted an aggregate of 2,500,000 shares of restricted common stock to certain employees and consultants of the Company, which were valued at fair market value on the date of grant at approximately $875,000 or $0.35 per share. The shares granted to employees (1,300,000) vest one third on the date of grant and one third at the end of each of the years ending two and three years after the date of issuance. The remaining restricted shares issued to consultants vest one third at the end of each of the first three years from the date of issuance.

On January 1, 2014, pursuant to an employment agreement, the Company granted 250,000 shares of restricted common stock to an employee of the Company which were valued at fair market value on the date of grant at approximately $0.35 per share. These restricted shares vest one third at the end of each of the first three years from the date of issuance.

On June 11, 2014, the Company and Mr. Steve Alfers, the Company’s CEO, entered into the Second Amendment to the Restricted Stock Agreement (the “Alfers Amendment”) to amend that certain Restricted Stock Agreement, dated as of May 13, 2013, and amended by the First Amendment to the Restricted Stock Agreement dated December 23, 2013 by and between the Company and Mr. Alfers.  Pursuant to the Alfers Amendment, the vesting of 1,666,500 restricted shares, of a total of 5,000,000 restricted shares that were granted on June 18, 2012, was extended from June 18, 2014 to March 14, 2015.  1,666,500 shares had previously vested in March 2014 and the vesting schedule for the remaining 1,667,000 shares vesting on June 18, 2015 remains unchanged.

During the six months ended June 30, 2014, the Company recorded stock-based compensation expense in connection with restricted stock awards of $1,484,423.  At June 30, 2014, there was a total of $2,130,538 unrecognized compensation expense in connection with restricted stock awards.

Common Stock Options

A summary of the Company’s outstanding stock options as of June 30, 2014 and changes during the period then ended are presented below:

	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at December 31, 2013	32,900,000	$	0.40	8.18
Granted	—	—		—
Exercised	—	—		—
Forfeited	—	—		—
Cancelled	—	—		—
Balance at June 30, 2014	32,900,000	0.40		7.68
Options exercisable at end of period	32,000,000	$	0.40
Options expected to vest through December 31, 2014	900,000
Weighted average fair value of options granted during the period		$	—

15

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

Stock options outstanding at June 30, 2014 as disclosed in the above table have approximately $237,000 of intrinsic value at the end of the period.

During the six months ended June 30, 2014, the Company recorded stock based compensation expense related to options of $48,423. At June 30, 2014, there was a total of $48,422 of unrecognized compensation expense related to non-vested options.

Common Stock Warrants

A summary of the Company’s outstanding stock warrants as of June 30, 2014 and changes during the period then ended are presented below:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at December 31, 2013	26,244,621		$	0.45	2.22
Granted	—		—		—
Cancelled	—		—		—
Forfeited	(5,000,000	)	0.60		—
Exercised	—		—		—
Balance at June 30, 2014	21,244,621		$	0.42	2.18
Warrants exercisable at June 30, 2014	21,244,621		$	0.42	2.18
Weighted average fair value of warrants granted during the period			$	—

Treasury Stock

The Company accounts for treasury stock under the cost method. On December 16, 2013, the Company reacquired 127,015 shares of its common stock from certain employees of the Company for $44,455. Additionally, between February 2014 and March 2014, the Company reacquired 492,513 shares of its common stock from certain employees of the Company for $181,421. The reacquisition by the Company of its common stock is the result of certain employees electing to surrender a number of shares in order to satisfy their minimum applicable withholding obligation due to the vesting of restricted stock awards. The value of the treasury stock is reflected separately as a deduction from stockholders’ equity. As of June 30, 2014, there were 619,528 of treasury shares valued at $225,876.

NOTE 9 — NET LOSS PER COMMON SHARE

Net loss per common share is calculated in accordance with ASC Topic 260, “Earnings Per Share”. Basic loss per share is computed by dividing net loss available to common stockholder, adjusted for preferred dividends, by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include anti-dilutive common stock equivalents in the weighted average shares outstanding.

16

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

The following table sets forth the computation of basic and diluted loss per share:

	For the Three Months ended June 30, 2014			For the Three Months ended June 30, 2013			For the Six Months ended June 30, 2014			For the Six Months ended June 30, 2013
Numerator:
Net loss	$	(3,840,338	)	$	(1,987,728	)	$	(6,953,161	)	$	(5,044,226	)
Denominator:
Denominator for basic and diluted loss per share (weighted-average shares)	280,270,650			273,292,023			279,065,711			271,700,310
Net loss per common share, basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)

The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s loss from continuing operations and loss from discontinued operations. In periods where the Company has a net loss, all dilutive securities are excluded.

	June 30, 2014	June 30, 2013
Common stock equivalents:
Stock options	32,900,000	33,200,000
Stock warrants	21,244,621	12,809,031
Convertible preferred stock	28,818,000	—
	82,962,621	46,009,031

NOTE 10 — COMMITMENTS AND CONTINGENCIES

Operating Lease

In February 2012, the Company signed a three year lease agreement for office space located in Lakewood, Colorado containing approximately 2,390 net rentable square feet with a term commencing in March 2012 and expiring in April 2015. The lease requires the Company to pay an annual base rent of $18.50 per rentable square foot or $44,215 plus a pro rata share of operating expenses. The base rent is subject to annual increases beginning on May 1, 2013 as defined in the lease agreement. Future minimum rental payments required under the lease are as follows:

2014	$	23,303
2015	15,535
	$	38,838

Rent expense was $23,811 and $22,307 for the six months ended June 30, 2014 and 2013, respectively.

Mining Leases

As more fully discussed in Note 4 — Mineral Properties, the Company leases certain mineral properties included in its Pershing Pass Property. The future minimum lease payments under these mining leases are as follows:

2014	$	10,000
2015	10,000
2016	20,000
2017	25,000
2018	25,000
Thereafter	117,500
	$	207,500

17

PERSHING GOLD CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

NOTE 11 — SUBSEQUENT EVENTS

Private Placements

On July 2, 2014, the Company issued 26,578,854 Units, with each Unit comprised of one share of Common Stock (the “Unit Shares”) and a 30 month warrant (the “Warrant”) to purchase 0.4 of a share of Common Stock (the “Warrant Shares”) at an exercise price of $0.45, for a total of 26,578,854 shares of Common Stock and Warrants to acquire an additional 10,631,522 shares of Common Stock, all pursuant to subscription agreements (each, a “Subscription Agreement”) and a unit purchase agreement (the “Unit Purchase Agreement”) entered into with accredited investors.  The gross proceeds totaled approximately $9.0 million and net proceeds of approximately $8.2 million after commissions and expenses. The Warrants sold as part of the Units are exercisable immediately at an exercise price of $0.45 per share of Common Stock, subject to adjustment in the event of stock dividends, recapitalizations or certain other transactions.  The Warrants will expire on January 2, 2017. Certain FINRA broker-dealers acted on behalf of the Company and were paid aggregate cash commissions of approximately $700,000 and expenses of approximately $120,000 and were issued 30 month warrants to purchase an aggregate of 1,884,139 shares of Common Stock at an exercise price of $0.34.

On July 14, 2014, the Company issued 2,461,760 Units, with each Unit comprised of one share of Common Stock and a 30 month warrant to purchase 0.4 of a share of Common Stock at an exercise price of $0.45, for a total of 2,461,760 shares of Common Stock and Warrants to acquire an additional 984,700 shares of Common Stock, all pursuant to subscription agreements and a unit purchase agreement entered into with accredited investors.  The gross proceeds totaled approximately $0.8 million and the net proceeds totaled approximately $0.7 million after commissions and expenses. In connection with this private placement, certain FINRA broker-dealers acted on behalf of the Company and were paid aggregate cash commissions of approximately $84,000 and expenses of approximately $16,000 and were issued 30 month warrants to purchase an aggregate of 241,252 shares of Common Stock at an exercise price of $0.34.

On July 30, 2014, the Company issued 6,813,645 Units, with each Unit comprised of one share of Common Stock and a 30 month warrant to purchase 0.4 of a share of Common Stock at an exercise price of $0.45, for a total of 6,813,645 shares of Common Stock and Warrants to acquire an additional 2,725,454 shares of Common Stock, all pursuant to subscription agreements and a unit purchase agreement entered into with accredited investors.  The gross proceeds totaled approximately $2.3 million and the net proceeds totaled approximately $2.2 million after commissions and expenses. In connection with this private placement, certain FINRA broker-dealers acted on behalf of the Company and were paid aggregate cash commissions of approximately $100,000 and expenses of approximately $18,000 and were issued 30 month warrants to purchase an aggregate of 342,855 shares of Common Stock at an exercise price of $0.34.

Conversion of Series E shares

During July 2014 certain holders of the Company’s Series E Stock converted 181 shares into 543,000 shares of common stock of the Company in accordance with the Series E Stock certificate of designation. The conversion rate applied to these exchanges was 3,000 shares of common stock for each share of Series E Stock which was equivalent to a conversion price of $0.33 per share of common stock.

18

ITEM 2    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Pershing Gold Corporation and its subsidiaries (“Pershing Gold”, the “Company” or “we”) is a gold and precious metals exploration company pursuing exploration and development opportunities primarily in Nevada.  We are currently focused on exploration at our Relief Canyon properties in Pershing County in northwestern Nevada.

This discussion should be read in conjunction with Management’s Discussion and Analysis included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Forward-Looking Statements

This Report on Form 10-Q and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties.  Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. Forward-looking statements include, without limitation, statements relating to our business goals, planned exploration, business strategy, planned engineering studies, future operating results, planned permitting activities, our efforts to obtain extended financing or enter into asset sale or business consolidation transactions, and our liquidity and capital resources outlook.  Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions.  Our actual results may differ materially from those contemplated by the forward-looking statements, which are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified.  Important factors that could cause actual results to differ materially from those anticipated in forward- looking statements include without limitation results of future exploration and engineering studies on our Relief Canyon properties; increases in estimates or costs of exploration and recommissioning activities; our ability to raise necessary capital to conduct our exploration and recommissioning activities and do so on acceptable terms or at all; reinterpretations of geological information; problems or delays in permitting or other government approvals; and the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2013.  One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements.  These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not.  No forward-looking statement can be guaranteed and actual future results may vary materially.

Overview

During the six months ended June 30, 2014, we focused primarily on expansion of the Relief Canyon Mine deposit, advancing towards production at the Relief Canyon mine and exploring new targets. An overview of certain significant events during the six month period follows:

·In March 2014, we completed an updated estimate of mineralized material at the Relief Canyon Mine totaling 34,062,000 tons of mineralized material at an average grade of 0.019 ounces per ton gold. The Company’s in-house technical staff calculated the estimate under Industry Guide 7 of the SEC.

·In May 2014 we launched our 2014 drilling campaign along the high-wall of the current pit, and within and north of the existing pit, which is focused on finding mineable ounces to add to our recently updated estimate of mineralized material. Through June 30, 2014 we have drilled 21 holes for a total of approximately 13,000 feet under this campaign.  For the remainder of the 2014 drilling program, we plan to drill approximately 40 more holes for a total of approximately 19,000 additional feet.

·Throughout the period we performed column leach tests on gold-bearing samples from the Relief Canyon Mine property in order to estimate average gold recovery. In May and June 2014, we reported preliminary results of these tests which show higher gold recoveries than reported by previous operators of the property and also indicate that the mineralized material leaches relatively quickly.

·In June 2014, we submitted a Notice of Intent to the BLM to drill a new target north of the Relief Canyon mine.

·In July 2014, we completed private placements to accredited investors for the purchase of 35,854,259 shares of our common stock and 14,341,676 warrants to purchase shares of common stock for aggregate net proceeds of approximately $11.1 million.

19

Results of Operations

Three and Six months ended June 30, 2014 and 2013

Net Revenues

We are an exploration stage company with no operations and we generated no revenues for the three and six months ended June 30, 2014 and 2013.

Operating Expenses

Total operating expenses for the three months ended June 30, 2014 as compared to the three months ended June 30, 2013, were $3.8 million and $3.1 million, respectively. The $0.7 million increase in operating expenses for the three months ended June 30, 2014 is comprised largely of a $0.4 million decrease in compensation expense related primarily to lower stock-based compensation expense and fewer shares awarded, a decrease of $62,000 in consulting fees offset by a $1.0 million increase in exploration expenses on our Relief Canyon properties and an increase of $86,000 in general and administrative expenses primarily for public company expenses and legal costs in the current period.

Total operating expenses for the six months ended June 30, 2014 as compared to the six months ended June 30, 2013, were $7.0 million and $6.6 million, respectively. The $0.4 million increase in operating expenses for the six months ended June 30, 2014 is comprised largely of a $0.7 million decrease in compensation expense related primarily to lower stock-based compensation expense and fewer shares awarded, a decrease of $0.1 million in consulting fees offset by a $1.2 million increase in exploration expenses on our Relief Canyon properties.

Operating Loss from Continuing Operations

We reported an operating loss from continuing operations of $3.8 million and $3.1 million for the three months ended June 30, 2014 and 2013, respectively. The increase in operating loss was due primarily to the increases in operating expenses described above.

We reported an operating loss from continuing operations of $7.0 million and $6.6 million for the six months ended June 30, 2014 and 2013, respectively. The increase in operating loss was due primarily to the increases in operating expenses described above.

Other Income (Expenses)

Total other income (expense) was ($1,100) and $1,150,000 for the three months ended June 30, 2014 and 2013, respectively. The change in other income (expense) of $1.2 million is primarily attributable to the absence in 2014 of $1.2 million of realized gain from the sale of our Amicor and Valor Gold securities and a decrease in interest expense of $7,900.

Total other income (expense) was ($2,200) and $1.6 million for the six months ended June 30, 2014 and 2013, respectively. The change in other income (expense) of $1.6 million is primarily attributable to the absence in 2014 of $1.7 million of realized gain from the sale of our Amicor and Valor Gold securities and a decrease in interest expense of $15,000.

Net Loss

As a result of the operating expense and other income (expense) discussed above, we reported a net loss of ($3.8) million for the three months ended June 30, 2014 as compared to a net loss of ($2.0) million for the three months ended June 30, 2013.

As a result of the operating expense and other income (expense) discussed above, we reported a net loss of ($7.0) million for the six months ended June 30, 2014 as compared to a net loss of ($5.0) million for the six months ended June 30, 2013.

Liquidity and Capital Resources

At June 30, 2014, our cash and cash equivalents totaled $2.8 million. Our cash and cash equivalents decreased during the six months ended June 30, 2014 by $4.9 million from our cash and cash equivalents balance at December 31, 2013 of $7.7 million. The decrease in cash and cash equivalents was primarily the result of cash used in operations of $4.6 million that was comprised largely of exploration expenditures, primarily at the Relief Canyon mine to establish our estimate of mineralized material, and general and administrative functions, including consultant fees, compensation costs, legal fees and public company expenses. In July 2014, we

20

completed private placements to accredited investors for the purchase of 35,854,259 shares of our common stock and 14,341,676 warrants to purchase shares of common stock for aggregate net proceeds of $11.1 million.

We plan the following expenditures for the two remaining quarters of 2014:

·$3.8 million on general and administrative expenses (including all employee salaries, public company expenses, consultants and land holding costs);

·$1.2 million on exploration drilling to expand the current resource at the Relief Canyon mine property;

·$0.6 million on additional permitting and bonding, including an Environmental Assessment to resume mining at the Relief Canyon mine property; and

·$0.2 million on additional work at the Relief Canyon mine including further metallurgy results and progress towards an internal economic analysis.

The actual amount we spend for the remaining two quarters of 2014 may vary significantly from the amounts specified above and will depend upon several factors, including the results of our exploration and pre-development work at the Relief Canyon mine property and timing of obtaining the necessary permitting approvals. Based on our planned 2014 and 2015 expenditures, we will require additional external funding as early as the third quarter 2015 to maintain our business as well as to fund continued exploration and development and further recommissioning of the Relief Canyon gold processing facility. This funding could be in the form of equity, debt, asset sales and strategic alternatives, including potential investors in our projects and potential business combination transactions.  There is no assurance that we will be successful and if we are not, we will be required to significantly curtail our activities and possibly cease our business.

Changes in Significant Accounting Policies

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements”. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods; however early adoption is permitted. We evaluated and adopted ASU 2014-10 for the interim reporting period ended June 30, 2014.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial statements.

Principles of Consolidation

The  consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles and present the financial statements of the Company and our wholly-owned subsidiaries. In the preparation of our consolidated financial statements, intercompany transactions and balances are eliminated and net earnings are reduced by the portion of the net earnings of subsidiaries applicable to non-controlling interests.

Use of Estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended.

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Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, allowance for bad debts, the useful life of property and equipment, the fair values of certain promotional contracts and the assumptions used to calculate fair value of options and warrants granted and derivative liability, beneficial conversion of convertible notes payable, capitalized mineral rights, asset valuations, common stock issued for services and common stock issued in connection with acquisitions.

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period).

ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain.

Property and Equipment

Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. We examine the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally from one to twenty five years.

Mineral Property Acquisition and Exploration Costs

Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company has chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once the Company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized, using the units-of-production method over proven and probable reserves. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed.

ASC 930-805, states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 805. ASC 805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, our direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims and mill sites. If proven and probable reserves are established for the property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over proven and probable reserve. For mineral rights in which proven and probable reserves have not yet been established, we assess the carrying values for impairment at the end of each reporting period and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Long-Lived Assets

We review for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets”.  An impairment is considered to exist when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its carrying amount.

Off-Balance Sheet Arrangements

Since our inception, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities.

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Contractual Obligations

Not applicable.

ITEM 3     Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

ITEM 4     Controls and Procedures

Disclosure Controls and Procedures.

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Vice President Finance, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

With respect to the quarterly period ended June 30, 2014, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures. Based upon this evaluation, the Company’s management has concluded that certain disclosure controls and procedures were effective as of June 30, 2014.

Changes in Internal Controls.

There have been no changes in the Company’s internal control over financial reporting during the six months ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II — OTHER INFORMATION

ITEM 1Legal Proceedings

None.

ITEM 1ARisk Factors

Not applicable.

23

ITEM 2Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM 3Defaults Upon Senior Securities

There have been no events that are required to be reported under this Item.

ITEM 4Mine Safety Disclosures.

None.

ITEM 5Other Information

None.

ITEM 6Exhibits

31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.ins	XBRL Instance Document
101.sch	XBRL Taxonomy Schema Document
101.cal	XBRL Taxonomy Calculation Document
101.def	XBRL Taxonomy Linkbase Document
101.lab	XBRL Taxonomy Label Linkbase Document
101.pre	XBRL Taxonomy Presentation Linkbase Document

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Pershing Gold Corporation
Date: August 14, 2014	By:	/s/ Stephen Alfers
		Stephen Alfers
		President and Chief Executive Officer (Principal Executive Officer)

24

Date: August 14, 2014	By:	/s/ Eric Alexander
		Eric Alexander
		Vice President Finance and Controller (Principal Financial Officer)

25

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Stephen Alfers, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Pershing Gold Corporation;

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this quarterly report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated:  August 14, 2014	By:	/s/ Stephen Alfers
		Stephen Alfers President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Eric Alexander, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Pershing Gold Corporation;

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this quarterly report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated:  August 14, 2014	By:	/s/ Eric Alexander
		Eric Alexander Vice President Finance and Controller (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Pershing Gold Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Stephen Alfers, President and Chief Executive Officer (Principal Executive Officer) of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 14, 2014	/s/ Stephen Alfers
	Stephen Alfers President and Chief Executive Officer (Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Pershing Gold Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Eric Alexander, Vice President Finance and Controller of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 14, 2014	By:	/s/ Eric Alexander
		Eric Alexander Vice President Finance and Controller (Principal Financial Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

STOCKHOLDERS' EQUITY (Details 6) (USD $)			0 Months Ended	2 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Dec. 16, 2013 Common Stock	Mar. 31, 2014 Common Stock
Common Stock Warrants
Common stock reacquired (in shares)			127,015	492,513
Value of common stock reacquired			$ 44,455	$ 181,421
Treasury stock, at cost, shares	619,528	127,015
Treasury stock, at cost	$ 225,876	$ 44,455

XML

RELATED PARTY TRANSACTIONS (Details) (Continental Resources, USD $)	1 Months Ended	6 Months Ended
	Jan. 31, 2013	Jun. 30, 2013
Continental Resources
Related party transactions
Distribution to former parent company	$ 15,066	$ 15,066

XML

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details 2) (Gold Acquisition, Relief Canyon, USD $)	0 Months Ended
	Aug. 30, 2011
Gold Acquisition | Relief Canyon
Acquisition
Acquisition of Relief Canyon, paid in cash	$ 12,000,000
Acquisition of Relief Canyon, convertible notes issued	$ 8,000,000

XML

COMMITMENTS AND CONTINGENCIES (Details) (USD $)	1 Months Ended		6 Months Ended
	Mar. 31, 2012 sqft	Feb. 29, 2012	Jun. 30, 2014	Jun. 30, 2013
COMMITMENTS AND CONTINGENCIES
Lease agreement term		3 years
Net rentable square feet area for which rent is payable	2,390
Annual base rent per rentable square foot (in dollars per square foot)			18.50
Annual base rent			$ 44,215
Future minimum rental payments
2014			23,303
2015			15,535
Total			38,838
Rent Expense			23,811	22,307
Future minimum lease payments under mining leases
2014			10,000
2015			10,000
2016			20,000
2017			25,000
2018			25,000
Thereafter			117,500
Total			$ 207,500

XML

STOCKHOLDERS' EQUITY (Details 4) (Stock Options, USD $)	6 Months Ended
	Jun. 30, 2014
Stock Options
Common Stock Options
Stock-based compensation expense	$ 48,423
Unrecognized compensation expense	$ 48,422

XML

MINERAL PROPERTIES (Mineral properties)

6 Months Ended

Jun. 30, 2014

Mineral properties

Mineral properties

MINERAL PROPERTIES

NOTE 4 — MINERAL PROPERTIES

Relief Canyon Properties

The Relief Canyon properties are located in Pershing County about 100 miles northeast of Reno, Nevada and at the southern end of the Humboldt Range. The Relief Canyon properties do not currently have any mineral reserves and all activities undertaken and currently proposed are exploratory in nature.

Relief Canyon Mine

Through the Company’s wholly-owned subsidiary, Gold Acquisition, the Company owns 164 unpatented lode mining claims and 120 unpatented millsites at the Relief Canyon Mine property. The property includes the Relief Canyon Mine and gold processing facilities, currently in a care and maintenance status. The Relief Canyon Mine includes three open pit mines, heap leach pads comprised of six cells, two solution ponds and a cement block constructed adsorption desorption-recovery (ADR) solution processing circuit. The ADR type process plant consists of four carbon columns, acid wash system, stripping vessel, and electrolytic cells. The process facility was completed in 2008 by Firstgold Corp and produced gold until 2009 and is currently in care and maintenance status. The facilities are generally in good condition. Most of the Relief Canyon Mine property is burdened by a production royalty equal to 2% of net smelter returns payable to Battle Mountain Gold Exploration LLC (now owned by Royal Gold).

Pershing Pass Property

The Pershing Pass property consists of over 700 unpatented mining claims covering approximately 12,000 acres and a mining lease covering approximately 600 acres.  The Pershing Pass property also includes approximately 490 unpatented lode mining claims covering approximately 9,700 acres that the Company acquired from Silver Scott Mines in March 2012 and approximately 283 unpatented lode mining claims covering about 5,660 acres owned directly by a Victoria Gold Corp. subsidiary prior to our purchase. Victoria Gold has reserved a 2% net smelter return production royalty on the 221 claims that are located outside the area of interest related to the Newmont Leased property, discussed below.  The Pershing Pass property also includes 17 unpatented mining claims acquired from a third party in April 2012 subject to a 2% net smelter return royalty, 17 unpatented mining claims that the Company located in mid-2012, and approximately 635 acres of private lands that the Company leased in January 2013.  The primary term of the lease is ten years, which may be extended as long as mineral development work continues on the property. Production from the lease is subject to a 2% net smelter return royalty on all metals produced other than gold, and to a royalty on gold indexed to the gold price, ranging from 2% at gold prices of less than $500 per ounce to 3.5% at gold prices over $1,500 per ounce. Prior to one year after commercial production, the Company can repurchase up to 3% of the royalty on gold production at the rate of $600,000 for each 1%.

In September 2013, the Company entered into a lease agreement and purchase option with Wolf Pack Gold (Nevada) Corp for 19 unpatented mining claims (approximately 400 acres) in the Pershing Pass Property.  The lease grants the Company exclusive rights to conduct mineral exploration, development and mining and an exclusive option to purchase the claims. The primary term of the lease is ten years, which may be extended as long as mineral exportation, development, or mining work continues on the property. Production from the lease is subject to a 1% net smelter return royalty on precious metals and a one-half percent net smelter royalty on all other metals produced from the lease. Prior to production, and starting in September 2016, the Company is required to pay a $10,000 per year advance minimum royalty payment to Wolf Pack Gold. The advance minimum royalty remains at $10,000 per year until September 2023 then the advance royalty payment increases to $12,500 per year.  The advance royalty payment increases to $15,000 per year in September 2028 and then $20,000 per year in September 2033.  The advance minimum royalty payments are due on or before the anniversary dates of the lease agreement. If the Company decides to exercise the purchase option, which is exercisable at any time, it can acquire the 19 unpatented mining claims from Wolf Pack Gold for $250,000.

Newmont Leased Properties

On April 5, 2012, the Company purchased from Victoria Gold Corp. and Victoria Resources (US) Inc. their interest in approximately 13,300 acres of mining claims and private lands adjacent to the Company’s landholdings at the Relief Canyon Mine in Pershing County, Nevada. Approximately 8,900 acres of these properties are held under leases and subleases with Newmont USA Ltd., which the Company refers to as the Newmont Leased properties. Victoria Gold has reserved a 2% net smelter return royalty from the production on 221 of the 283 unpatented mining claims that it owned directly.

Approximately 8,900 acres of the lands that the Company acquired from Victoria Gold Corporation are a leasehold interest comprised of unpatented mining claims and private lands subject to a 2006 Mineral Lease and Sublease with Newmont USA Ltd., which the Company refers to as the Newmont Leased property. The Newmont Leased property consists of 155 unpatented lode mining claims owned by Newmont comprising approximately 2,800 acres, approximately 4,900 acres of privately-owned fee minerals leased by Newmont from the owners, and 62 unpatented mining claims that were owned by Victoria within the Newmont Leased property and area of interest.

In order to maintain the 2006 Minerals Lease and Sublease with Newmont, the Company was required to spend approximately $1.0 million in exploration expenses in 2013. The Company has satisfied this 2013 direct drilling work commitment. Starting in 2014, the Company is required to spend $0.5 million per year on exploration expenditures or pay Newmont rental payments of $10 per acre per year. The rental payments will escalate by 5% per year. The Company has also satisfied the 2014, 2015 and 2016 direct drilling work commitments. Under the current terms of the 2006 Minerals Lease and Sublease and commencing in 2014, the annual rent, if the Company elects not to or fails to incur at least $0.5 million in exploration expenditures, would be approximately $0.1 million. Because the Company has satisfied the direct drilling work commitment for 2014, 2015 and 2016, it will not incur annual rental payments in 2014, 2015 or 2016. The Company will be required to expend $0.5 million in additional direct drilling expenditures in 2017 in order to avoid the annual rental payment requirement.

Pursuant to the 2006 Minerals Lease and Sublease, the Company is subject to a 3% to 5% net smelter royalty tied to the gold price in the event Newmont elects not to pursue the Venture Option and quitclaims the claims and leased lands to the Company. The 5% net smelter royalty would apply if the monthly average gold price is equal to or greater than $400 per ounce. In addition, the Company is subject to a 2.5% net smelter returns royalty payable to the lessor on approximately 800 acres of the Newmont Leased properties under the 1994 Mining Lease and a 3.5% net smelter returns royalty payable to the lessor on approximately 495 acres of the Newmont Leased properties under the 1999 Mining Lease; these royalties would offset the Newmont royalty down to 2%.

General

The Company has posted a statewide bond with the United States Department of the Interior Bureau of Land Management (“BLM”) as required by the State of Nevada in an amount of approximately $5.0 million, which is currently approximately $300,000 in excess of the current coverage requirement, to reclaim land disturbed in its exploration and mining operations. Previously the Company posted a reclamation bond deposit in the amount equal to the bond requirement with the BLM. In November 2013 the Company replaced the bond deposit by issuing a surface management surety bond in the amount of approximately $5.0 million through a third-party insurance underwriter. In order to issue the surface management surety bond the Company was required to place 45% of the $5.0 million bond ($2,250,000) in a collateral account. The funds deposited in the collateral account have been classified as restricted cash on the Company’s balance sheet as of June 30, 2014.

As of June 30, 2014, based on management’s review of the carrying value of mineral rights, management determined that there is no evidence that the cost of these acquired mineral rights will not be fully recovered and accordingly, the Company has determined that no adjustment to the carrying value of mineral rights was required.

As of the date of these consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and has incurred only acquisition and exploration costs.

Mineral properties consisted of the following:

	June 30, 2014		December 31, 2013
Relief Canyon Mine — Gold Acquisition	$	8,501,071	$	8,501,071
Relief Canyon Mine — Newmont Leased Properties	7,709,441		7,709,441
Pershing Pass Property	576,400		576,400
	$	16,786,912	$	16,786,912

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SUBSEQUENT EVENTS (Details) (USD $)	0 Months Ended	1 Months Ended	2 Months Ended	1 Months Ended	0 Months Ended									1 Months Ended		0 Months Ended				0 Months Ended
	Aug. 05, 2013 Convertible Series E Preferred Stock	Apr. 30, 2014 Convertible Series E Preferred Stock	Mar. 31, 2014 Convertible Series E Preferred Stock	Aug. 31, 2013 Warrant to purchase common stock Convertible Series E Preferred Stock	Jul. 30, 2014 Subsequent event	Jul. 14, 2014 Subsequent event	Jul. 02, 2014 Subsequent event	Jul. 30, 2014 Subsequent event Private placement agent	Jul. 14, 2014 Subsequent event Private placement agent	Jul. 02, 2014 Subsequent event Private placement agent	Jul. 30, 2014 Subsequent event Common Stock	Jul. 14, 2014 Subsequent event Common Stock	Jul. 02, 2014 Subsequent event Common Stock	Jul. 31, 2014 Subsequent event Common Stock	Jul. 31, 2014 Subsequent event Convertible Series E Preferred Stock	Jul. 30, 2014 Subsequent event Warrant to purchase common stock	Jul. 14, 2014 Subsequent event Warrant to purchase common stock	Jul. 02, 2014 Subsequent event Warrant to purchase common stock	Jul. 31, 2014 Subsequent event Warrant to purchase common stock	Jul. 30, 2014 Subsequent event Warrant to purchase common stock Private placement agent	Jul. 14, 2014 Subsequent event Warrant to purchase common stock Private placement agent	Jul. 02, 2014 Subsequent event Warrant to purchase common stock Private placement agent
Subsequent events
Number of units sold					6,813,645	2,461,760	26,578,854
Number of shares of common stock per unit											1	1	1
Term of warrants				3 years												30 months	30 months	30 months		30 months	30 months	30 months
Number of shares of common stock issued for each warrant																0.4	0.4	0.4
Warrants exercised price (in dollars per share)				$ 0.40												$ 0.45	$ 0.45	$ 0.45		$ 0.34	$ 0.34	$ 0.34
Aggregate number of common stock issued pursuant to sale of units											6,813,645	2,461,760	26,578,854
Number of shares of common stock to be acquired for warrants issued				12,639,600												2,725,454	984,700	10,631,522	14,341,676	342,855	241,252	1,884,139
Gross proceeds from sale of units					$ 2,300,000	$ 800,000	$ 9,000,000
Net proceeds from sale of units					2,200,000	700,000	8,200,000
Commissions paid in cash								100,000	84,000	700,000
Expenses paid for private placement of common units								$ 18,000	$ 16,000	$ 120,000
Number of share of preferred stock converted in common shares		50	1,529												181
Aggregate number of common shares issued upon conversion		150,000	4,587,000											543,000
Number of common shares issued upon conversion	3,000	3,000	3,000											3,000
Conversion price per share of common stock (in dollars per share)	$ 0.33	$ 0.33	$ 0.33											$ 0.33

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MARKETABLE SECURITIES (Details) (USD $)	6 Months Ended		1 Months Ended	4 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jan. 31, 2013 American Strategic Minerals common stock	May 31, 2013 Valor Gold common stock
Marketable securities
Shares sold			1,513,333	25,000,000
Net proceeds generated			$ 151,333	$ 1,505,000
Realized Gain from Sale of Securities	$ 0	$ 1,656,333

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Prepaid expenses	$ 399,032		$ 399,032		$ 582,278
Exploration cost	$ 1,346,699	$ 299,603	$ 1,881,425	$ 715,075
Minimum
Property and equipment
Estimated useful life			1 year
Maximum
Property and equipment
Estimated useful life			25 years

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MINERAL PROPERTIES (Details) (USD $)							6 Months Ended					1 Months Ended										6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Nov. 30, 2013 Third party	Jun. 30, 2014 BLM	Jun. 30, 2014 Relief Canyon Mine- Gold Acquisition pond column cell claim millsite mine	Dec. 31, 2013 Relief Canyon Mine- Gold Acquisition	Jun. 30, 2014 Pershing Pass Property acre claim	Dec. 31, 2013 Pershing Pass Property	Jun. 30, 2014 Pershing Pass Property Silver Scott Mines item acre	Jun. 30, 2014 Pershing Pass Property Victoria Gold acre item	Jun. 30, 2014 Pershing Pass Property Third party item	Sep. 30, 2013 Pershing Pass Property Wolf Pack Gold (Nevada) Corp acre item	Jun. 30, 2014 Pershing Pass Property Wolf Pack Gold (Nevada) Corp item	Jun. 30, 2014 Pershing Pass Property Minimum item	Sep. 30, 2013 Pershing Pass Property Minimum Wolf Pack Gold (Nevada) Corp Starting September 2016 till September 2023	Sep. 30, 2013 Pershing Pass Property Minimum Wolf Pack Gold (Nevada) Corp Starting September 2023 till September 2028	Sep. 30, 2013 Pershing Pass Property Minimum Wolf Pack Gold (Nevada) Corp Starting September 2028 till September 2033	Sep. 30, 2013 Pershing Pass Property Minimum Wolf Pack Gold (Nevada) Corp September 2033	Jun. 30, 2014 Pershing Pass Property Maximum	Jun. 30, 2014 Relief Canyon Mine- Newmont Leased Properties	Dec. 31, 2013 Relief Canyon Mine- Newmont Leased Properties	Jun. 30, 2014 Relief Canyon Mine- Newmont Leased Properties 2006 Mineral Lease and Sublease	Jun. 30, 2014 Relief Canyon Mine- Newmont Leased Properties 1994 Mining Lease acre	Jun. 30, 2014 Relief Canyon Mine- Newmont Leased Properties 1999 Mining Lease acre	Jun. 30, 2014 Relief Canyon Mine- Newmont Leased Properties Victoria Gold item	Apr. 05, 2012 Relief Canyon Mine- Newmont Leased Properties Victoria Gold claim acre item	Jun. 30, 2014 Relief Canyon Mine- Newmont Leased Properties Newmont USA Ltd. item acre	Jun. 30, 2014 Relief Canyon Mine- Newmont Leased Properties Minimum Newmont USA Ltd. 2006 Mineral Lease and Sublease	Jun. 30, 2014 Relief Canyon Mine- Newmont Leased Properties Maximum Newmont USA Ltd. 2006 Mineral Lease and Sublease
Mineral properties
Unpatented Lode Mining Claims Owned					164				490	283	17															283	155
Unpatented Millsites owned					120
Number of open pit mines					3
Number of cells included in heap leach pads					6
Number of solution ponds					2
Number of carbon columns included in ADR					4
Net Smelter Return Royalty Percentage					2.00%						2.00%															2.00%	2.00%	3.00%	5.00%
Unpatented mining claims owned that the Company located during mid 2012							17
Private lands leased (in acres)							635
Primary term of the lease							10 years					10 years
Royalty percentage on all metals produced other than gold							2.00%
Royalty percentage on gold if gold prices are less than $500 per ounce							2.00%
Gold price (per ounce)							500
Royalty percentage on gold if gold prices are over $1,500 per ounce							3.50%
Gold price (per ounce)							1,500
Royalty percentage on gold production that the entity can repurchase																			3.00%
Rate at which the entity can repurchase royalty percentage of gold							$ 600,000
Each royalty percentage that the company can repurchase at specified rate							1.00%
Unpatented mining claims owned												19		700											62
Royalty percentage on precious metals												1.00%
Royalty percentage on all other materials excluding precious metals												0.50%
Advance royalty required to pay per year															10,000	12,500	15,000	20,000
Number of unpatented mining claims that can be acquired by the Company if purchase option is exercised													19
Purchase price for acquisition of unpatented mining claims													250,000
Acres of Property							12,000		9,700	5,660		400														13,300	2,800
Area of properties held under leases and subleases							600																			8,900
Unpatented mining claims owned on which royalty owed to Victoria Gold																										221
Adjustment to the carrying value of mineral rights	0
Acres of privately-owned fee minerals leased (in acres)																											4,900
Amount required to be spent in exploration expenses in 2013																						1,000,000
Amount required to be spent in exploration expenses per year																						500,000
Rental payment per acre per year																						10
Increase in rental payments per year (as a percent)																						5.00%
Amount of annual rent payable if the Company elects not to or fails to incur minimum specific amount in exploration expenditures																						100,000
Additional direct drilling expenditures required in 2017 in order to avoid the annual rental payment requirement																						500,000
Minimum monthly average gold price for which 5% net smelter royalty would apply (per ounce)																						400
Net smelter return royalty percentage on specified acres of leased properties (in acres)																							2.50%	3.50%
Acres of leased property on which royalty percentage apply (in acres)																							800	495
Statewide bond				5,000,000
Excess amount of the current coverage requirement to reclaim land disturbed in exploration and mining operations				300,000
Amount of the bonds written			5,000,000
Restricted cash required to be maintained as a percentage of the value of the bonds			45.00%
Restricted cash	2,250,000	2,250,000
Total Mineral Properties	$ 16,786,912	$ 16,786,912			$ 8,501,071	$ 8,501,071	$ 576,400	$ 576,400												$ 7,709,441	$ 7,709,441

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PROPERTY AND EQUIPMENT (Details) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Property and equipment
Total property and equipment, gross	$ 8,771,530		$ 8,683,500
Less: accumulated depreciation	(2,720,914)		(2,232,860)
Total property and equipment, net	6,050,616		6,450,640
Depreciation	488,054	487,905
Minimum
Property and equipment
Estimated Life	1 year
Maximum
Property and equipment
Estimated Life	25 years
Furniture and fixtures
Property and equipment
Estimated Life	5 years
Total property and equipment, gross	56,995		56,995
Office and computer equipment
Property and equipment
Total property and equipment, gross	313,657		234,518
Office and computer equipment | Minimum
Property and equipment
Estimated Life	1 year
Office and computer equipment | Maximum
Property and equipment
Estimated Life	5 years
Land
Property and equipment
Total property and equipment, gross	266,977		266,977
Building and improvements
Property and equipment
Total property and equipment, gross	738,959		730,068
Building and improvements | Minimum
Property and equipment
Estimated Life	5 years
Building and improvements | Maximum
Property and equipment
Estimated Life	25 years
Site costs
Property and equipment
Estimated Life	10 years
Total property and equipment, gross	1,272,732		1,272,732
Crushing system
Property and equipment
Estimated Life	20 years
Total property and equipment, gross	2,256,943		2,256,943
Process plant and equipment
Property and equipment
Estimated Life	10 years
Total property and equipment, gross	3,169,442		3,169,442
Vehicles and mining equipment
Property and equipment
Total property and equipment, gross	$ 695,825		$ 695,825
Vehicles and mining equipment | Minimum
Property and equipment
Estimated Life	5 years
Vehicles and mining equipment | Maximum
Property and equipment
Estimated Life	10 years

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MARKETABLE SECURITIES

6 Months Ended

Jun. 30, 2014

MARKETABLE SECURITIES

MARKETABLE SECURITIES

NOTE 3 — MARKETABLE SECURITIES

In January 2013, the Company sold the remaining 1,513,333 shares of American Strategic Minerals Corp. common stock it owned in a private transaction and generated net proceeds of $151,333. Between February 2013 and May 2013, the Company sold the 25,000,000 shares of Valor Gold Corp. common stock in private transactions and generated net proceeds of $1,505,000.  The Company recorded a realized gain — available for sale securities of $0 and $1,656,333 during the six months ended June 30, 2014 and 2013, respectively.

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NOTES PAYABLE (Details) (USD $)			6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014 Note payable item	Aug. 31, 2012 Note payable
Notes payable
Interest rate (as a percent)			7.00%
Number of equal monthly payments of the debt			48
Frequency of payments of the debt			monthly
Monthly payments of the debt			$ 2,226
Notes payable - short and long term portion
Total Notes Payable	53,289	59,510		92,145
Less: current portion	(23,532)	(23,036)
Long term portion	$ 29,757	$ 36,474

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NET LOSS PER COMMON SHARE (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Numerator:
Net loss	$ (3,840,338)	$ (1,987,728)	$ (6,953,161)	$ (5,044,226)
Denominator:
Denominator for basic and diluted loss per share (in shares)	280,270,650	273,292,023	279,065,711	271,700,310
Net loss per common share, basic and diluted
Net loss per common share, basic and diluted (in dollars per share)	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.02)

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CONSOLIDATED BALANCE SHEETS (USD $)	Jun. 30, 2014	Dec. 31, 2013
CURRENT ASSETS:
Cash and cash equivalents	$ 2,822,932	$ 7,743,107
Restricted cash	2,250,000	2,250,000
Other receivables	43,349	17,276
Prepaid expenses and other current assets	399,032	582,278
Total Current Assets	5,515,313	10,592,661
NON - CURRENT ASSETS:
Property and equipment, net	6,050,616	6,450,640
Mineral rights	16,786,912	16,786,912
Reclamation bond deposit	25,000	25,000
Deposits		3,884
Total Non - Current Assets	22,862,528	23,266,436
Total Assets	28,377,841	33,859,097
CURRENT LIABILITIES:
Accounts payable and accrued expenses	751,454	624,753
Note payable - current portion	23,532	23,036
Total Current Liabilities	774,986	647,789
LONG-TERM LIABILITIES:
Note payable - long term portion	29,757	36,474
Total Liabilities	804,743	684,263
Commitments and Contingencies
STOCKHOLDERS' EQUITY :
Common stock ($.0001 Par Value; 500,000,000 Shares Authorized; 280,904,023 and 275,917,023 shares issued and 280,284,495 and 275,790,008 outstanding as of June 30, 2014 and December 31, 2013 , respectively)	28,091	27,592
Additional paid-in capital	134,733,556	133,201,209
Treasury stock, at cost, (619,528 and 127,015 shares as of June 30, 2014 and December 31, 2013, respectively )	(225,876)	(44,455)
Accumulated deficit	(106,962,674)	(100,009,513)
Total Stockholders' Equity	27,573,098	33,174,834
Total Liabilities and Stockholders' Equity	28,377,841	33,859,097
Convertible Series A Preferred Stock
STOCKHOLDERS' EQUITY :
Preferred stock, $0.0001 par value; 50,000,000 authorized
Convertible Series B Preferred Stock
STOCKHOLDERS' EQUITY :
Preferred stock, $0.0001 par value; 50,000,000 authorized
Convertible Series C Preferred Stock
STOCKHOLDERS' EQUITY :
Preferred stock, $0.0001 par value; 50,000,000 authorized
Convertible Series D Preferred Stock
STOCKHOLDERS' EQUITY :
Preferred stock, $0.0001 par value; 50,000,000 authorized
Convertible Series E Preferred Stock
STOCKHOLDERS' EQUITY :
Preferred stock, $0.0001 par value; 50,000,000 authorized	$ 1	$ 1

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ORGANIZATION AND DESCRIPTION OF BUSINESS

6 Months Ended

Jun. 30, 2014

ORGANIZATION AND DESCRIPTION OF BUSINESS

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization

Pershing Gold Corporation (the “Company”), formerly named Sagebrush Gold Ltd., was incorporated under the laws of the State of Nevada on August 2, 2007. The Company is a gold and precious metals exploration company pursuing exploration and development opportunities primarily in Nevada. The Company is currently focused on exploration of its Relief Canyon properties in Pershing County in northwestern Nevada. None of the Company’s properties contain proven and probable reserves, and all of the Company’s activities on all of its properties are exploratory in nature.

A wholly-owned subsidiary, EXCX Funding Corp., a Nevada corporation was formed in January 2011 and held the note payable - related party, which was exchanged for the Company’s Series E Convertible Preferred Stock (“Series E Stock”) and warrants in August 2013 and was cancelled. On April 6, 2014 EXCX Funding Corp. was liquidated and dissolved.

On August 30, 2011, the Company, through its wholly-owned subsidiary, Gold Acquisition Corp. (“Gold Acquisition”) acquired the Relief Canyon Mine property (“Relief Canyon”) located in Pershing County, near Lovelock, Nevada, for an aggregate purchase price consisting of: (i) $12,000,000 cash and (ii) $8,000,000 in senior secured convertible promissory notes.

A wholly-owned subsidiary, Pershing Royalty Company, a Delaware corporation, was formed on May 17, 2012 to hold royalty interests in two gold exploration properties.

Going concern

The Company is in the exploration stage and does not generate revenues to meet its operating expenses.

These consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company has incurred a net loss of approximately $7.0 million for the six months ended June 30, 2014, has used $4.6 million of net cash in operations for the six months ended June 30, 2014, has incurred a total cumulative deficit of approximately $107.0 million since its inception and requires capital for its contemplated business and exploration activities to take place. The Company plans to raise additional capital to carry out its business plan. The Company’s ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to profitable operations are necessary for the Company to continue business. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties.

In July 2014, the Company completed private placements to accredited investors for the purchase of 35,854,259 shares of its common stock and warrants to purchase 14,341,676 shares of common stock for aggregate net proceeds of approximately $11.1 million (see Note 11).

In August 2013, the Company completed a private placement to several accredited investors for the purchase of 10,533 shares of its Series E Stock and warrants to purchase 12,639,600 shares of common stock for aggregate net proceeds of approximately $10.2 million (see Note 8).

In addition, in August 2013, the Company issued 652 shares of its Series E Stock and warrants to purchase 782,400 shares of common stock in exchange for the cancellation of a note payable — related party and accrued interest totaling approximately $646,000 (see Note 8).

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STOCKHOLDERS' EQUITY (Details 2) (Restricted stock, USD $)	0 Months Ended	1 Months Ended	6 Months Ended	0 Months Ended
	Jun. 11, 2014	Mar. 31, 2014	Jun. 30, 2014	Jun. 18, 2015 Subsequent event	Feb. 12, 2013 A director and certain employees and consultants	Jan. 02, 2014 Employees	Dec. 16, 2013 Employees	Nov. 01, 2013 Employees	Dec. 16, 2013 Employees Two years vesting	Dec. 16, 2013 Employees Three years vesting	Dec. 16, 2013 Employees and consultants	Dec. 16, 2013 Consultants
Common Stock
Restricted common stock granted (in shares)	5,000,000				6,700,000	250,000	1,300,000	125,000			2,500,000
Fair market value on the date of grant (in dollars per share)					$ 0.51	$ 0.35		$ 0.36			$ 0.35
Percentage of vesting of restricted common stock					33.33%	33.33%	33.33%	33.33%	33.33%	33.33%		33.33%
Vesting period					3 years	3 years		3 years	2 years	3 years	3 years	3 years
Total grant date value					$ 3,417,000						$ 875,000
Non Vested restricted stock (in shares)	1,666,500
Vested (in shares)		1,666,500		1,667,000
Stock-based compensation expense			1,484,423
Unrecognized compensation expense			$ 2,130,538

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NET LOSS PER COMMON SHARE (Tables)

6 Months Ended

Jun. 30, 2014

NET LOSS PER COMMON SHARE

Schedule of Computation of Earnings Per Share

	For the Three Months ended June 30, 2014			For the Three Months ended June 30, 2013			For the Six Months ended June 30, 2014			For the Six Months ended June 30, 2013
Numerator:
Net loss	$	(3,840,338	)	$	(1,987,728	)	$	(6,953,161	)	$	(5,044,226	)
Denominator:
Denominator for basic and diluted loss per share (weighted-average shares)	280,270,650			273,292,023			279,065,711			271,700,310
Net loss per common share, basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)

Schedule of antidilutive securities excluded from computation diluted shares outstanding

	June 30, 2014	June 30, 2013
Common stock equivalents:
Stock options	32,900,000	33,200,000
Stock warrants	21,244,621	12,809,031
Convertible preferred stock	28,818,000	—
	82,962,621	46,009,031

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STOCKHOLDERS' EQUITY (Details 3) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Number of Options
Balance at the beginning of the year (in shares)	32,900,000
Balance at the end of the year (in shares)	32,900,000	32,900,000
Options exercisable at end of period (in shares)	32,000,000
Options expected to vest (in shares)	900,000
Weighted Average Exercise Price
Balance at the beginning of the year (in dollars per share)	$ 0.40
Balance at the end of the year (in dollars per share)	$ 0.40	$ 0.40
Options exercisable at end of period (in dollars per share)	$ 0.40
Weighted Average Remaining Contractual Life
Balance at the beginning of the year	7 years 8 months 5 days	8 years 2 months 5 days
Balance at the end of the year	7 years 8 months 5 days	8 years 2 months 5 days
Intrinsic value of stock options outstanding	$ 237,000

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ORGANIZATION AND DESCRIPTION OF BUSINESS (Details)	Jun. 30, 2014 item
ORGANIZATION AND DESCRIPTION OF BUSINESS
Number of Company's properties contain proven and probable reserves	0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2014

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and present the consolidated financial statements of the Company as of June 30, 2014. All intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position as of June 30, 2014, and the results of operations and cash flows for the six months ended June 30, 2014 have been included. The results of operations for the six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the full year. The accounting policies and procedures employed in the preparation of these consolidated financial statements have been derived from the audited financial statements of the Company for the fiscal year ended December 31, 2013, which are contained in the Company’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 26, 2014. The consolidated balance sheet as of December 31, 2013, contained herein, was derived from those financial statements.

Use of estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, allowance for bad debts, the useful life of property and equipment, the assumptions used to calculate fair value of options and warrants granted and derivative liability, beneficial conversion on convertible notes payable and preferred stock, capitalized mineral rights, asset valuations, common stock issued for services, common stock issued for conversion of notes and common stock issued in connection with an acquisition.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At June 30, 2014, the Company had bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits.

Restricted cash

Restricted cash consists of cash and investments which are held as collateral under a surface management surety bond issued on the Company’s behalf.

Marketable securities

Marketable securities consist of the Company’s investment in publicly traded equity securities and are generally restricted for sale under Federal securities laws. The Company’s policy is to liquidate securities received when market conditions are favorable for sale. Since these securities are often restricted, the Company is unable to liquidate them until the restriction is removed. Marketable securities that are bought and held principally for the purpose of selling them in the near term are to be classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Pursuant to ASC Topic 320, “Investments — Debt and Equity Securities,” the Company’s marketable securities have a readily determinable and active quoted price, such as from NASDAQ, NYSE Euronext, the Over the Counter Bulletin Board, and the OTC Markets Group.

Trading securities are carried at fair value, with changes in unrealized holding gains and losses included in income and classified within interest and other income, net, in the accompanying consolidated statements of operations.

Available for sale securities are carried at fair value, with changes in unrealized gains or losses are recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale are reflected in the net income (loss) for the period in which the security was liquidated.

Fair value of financial instruments

The Company adopted ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

These inputs are prioritized below:

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company analyzes all financial instruments with features of both liabilities and equity under the FASB’s accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Depending on the product and the terms of the transaction, the fair value of notes payable and derivative liabilities were modeled using a series of techniques, including closed-form analytic formula, such as the Black-Scholes option-pricing model.

The Company classified the investments in marketable securities available for sale as Level 3, adjusted for the effect of restriction. The securities were restricted and cannot be readily resold by the Company absent a registration of the sale of those securities under the Securities Act of 1933, as amended (the “Securities Act”) or the availability of an exemption from registration. Unrealized gains or losses on marketable securities available for sale were recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale were reflected in net income for the period in which the security was liquidated. At the end of each period, the Company evaluated the carrying value of the marketable securities for a decrease in value. The Company evaluated the entity underlying these marketable securities to determine whether a decline in fair value below the amortized cost basis is other than temporary. If the decline in fair value is judged to be “other- than- temporary”, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of the write-down is charged to earnings.

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. The carrying amount of the note payable at June 30, 2014 approximates its respective fair value based on the Company’s incremental borrowing rate.

Prepaid expenses

Prepaid expenses of $399,032 and $582,278 at June 30, 2014 and December 31, 2013, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses principally include prepayments for consulting and business advisory services, insurance premiums, drilling services, and mineral lease fees which are being amortized over the terms of their respective agreements.

Mineral property acquisition and exploration costs

Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production method over the estimated life of the proven and probable reserves. If in the future the Company has capitalized mineral properties, these properties will be periodically assessed for impairment. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are being expensed. During the six months ended June 30, 2014 and 2013, the Company incurred exploration cost of $1,881,425 and $715,075, respectively.

ASC 930-805, “Extractive Activities-Mining: Business Combinations” (“ASC 930-805”), states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims.

ASC 930-805-30-1 and 30-2 provides that in fair valuing mineral assets, an acquirer should take into account both:

· The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets.

· The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants.

Property and equipment

Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally one to twenty five years.

Impairment of long-lived assets

The Company accounts for the impairment or disposal of long-lived assets according to the ASC 360 “Property, Plant and Equipment”. The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of long-lived assets, including mineral rights, may not be recoverable. Long-lived assets in the exploration stage are monitored for impairment based on factors such as the Company’s continued right to explore the area, exploration reports, assays, technical reports, drill results and the Company’s continued plans to fund exploration programs on the property, and whether sufficient work has been performed to indicate that the carrying amount of the mineral property cost carried forward as an asset will not be fully recovered. The tests for long-lived assets in the exploration stage are monitored for impairment based on factors such as current market value of the long-lived assets and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The Company did not record any impairment charges of its long-lived assets at June 30, 2014 and December 31, 2013, respectively.

Income taxes

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Position. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open.  The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed.

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation”, which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, “Equity Based Payments to Non-employees”, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

Treasury stock

Treasury stock is accounted for using the cost method, with the purchase price of the common stock recorded separately as a deduction from stockholders’ equity.

Related party transaction

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions.

Recent accounting pronouncements

In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). ASU 2013-11 provides guidance on the presentation of unrecognized tax benefits related to any disallowed portion of net operating loss carryforwards, similar tax losses, or tax credit carryforwards, if they exist.  ASU 2013-11 is effective for fiscal years beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements”. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods; however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for the interim reporting period ended June 30, 2014.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Preferred stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, Authorized (in shares)	50,000,000	50,000,000
Common stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, Authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	280,904,023	275,917,023
Common stock, Outstanding (in shares)	280,284,495	275,790,008
Treasury stock, at cost, shares	619,528	127,015
Convertible Series A Preferred Stock
Preferred stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, Authorized (in shares)	2,250,000	2,250,000
Preferred stock, Issued (in shares)	0	0
Preferred stock, Outstanding (in shares)	0	0
Convertible Series B Preferred Stock
Preferred stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, Authorized (in shares)	8,000,000	8,000,000
Preferred stock, Issued (in shares)	0	0
Preferred stock, Outstanding (in shares)	0	0
Convertible Series C Preferred Stock
Preferred stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, Authorized (in shares)	3,284,396	3,284,396
Preferred stock, Issued (in shares)	0	0
Preferred stock, Outstanding (in shares)	0	0
Convertible Series D Preferred Stock
Preferred stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, Authorized (in shares)	7,500,000	7,500,000
Preferred stock, Issued (in shares)	0	0
Preferred stock, Outstanding (in shares)	0	0
Convertible Series E Preferred Stock
Preferred stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, Authorized (in shares)	15,151	15,151
Preferred stock, Issued (in shares)	9,606	11,185
Preferred stock, Outstanding (in shares)	9,606	11,185

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2014

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

Basis of presentation and principles of consolidation

The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and present the consolidated financial statements of the Company as of June 30, 2014. All intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position as of June 30, 2014, and the results of operations and cash flows for the six months ended June 30, 2014 have been included. The results of operations for the six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the full year. The accounting policies and procedures employed in the preparation of these consolidated financial statements have been derived from the audited financial statements of the Company for the fiscal year ended December 31, 2013, which are contained in the Company’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 26, 2014. The consolidated balance sheet as of December 31, 2013, contained herein, was derived from those financial statements.

Use of estimates

Use of estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, allowance for bad debts, the useful life of property and equipment, the assumptions used to calculate fair value of options and warrants granted and derivative liability, beneficial conversion on convertible notes payable and preferred stock, capitalized mineral rights, asset valuations, common stock issued for services, common stock issued for conversion of notes and common stock issued in connection with an acquisition.

Cash and cash equivalents

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At June 30, 2014, the Company had bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits.

Restricted cash

Restricted cash

Restricted cash consists of cash and investments which are held as collateral under a surface management surety bond issued on the Company’s behalf.

Marketable securities

Marketable securities

Marketable securities consist of the Company’s investment in publicly traded equity securities and are generally restricted for sale under Federal securities laws. The Company’s policy is to liquidate securities received when market conditions are favorable for sale. Since these securities are often restricted, the Company is unable to liquidate them until the restriction is removed. Marketable securities that are bought and held principally for the purpose of selling them in the near term are to be classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Pursuant to ASC Topic 320, “Investments — Debt and Equity Securities,” the Company’s marketable securities have a readily determinable and active quoted price, such as from NASDAQ, NYSE Euronext, the Over the Counter Bulletin Board, and the OTC Markets Group.

Trading securities are carried at fair value, with changes in unrealized holding gains and losses included in income and classified within interest and other income, net, in the accompanying consolidated statements of operations.

Available for sale securities are carried at fair value, with changes in unrealized gains or losses are recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale are reflected in the net income (loss) for the period in which the security was liquidated.

Fair value of financial instruments

Fair value of financial instruments

The Company adopted ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

These inputs are prioritized below:

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company analyzes all financial instruments with features of both liabilities and equity under the FASB’s accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Depending on the product and the terms of the transaction, the fair value of notes payable and derivative liabilities were modeled using a series of techniques, including closed-form analytic formula, such as the Black-Scholes option-pricing model.

The Company classified the investments in marketable securities available for sale as Level 3, adjusted for the effect of restriction. The securities were restricted and cannot be readily resold by the Company absent a registration of the sale of those securities under the Securities Act of 1933, as amended (the “Securities Act”) or the availability of an exemption from registration. Unrealized gains or losses on marketable securities available for sale were recognized as an element of comprehensive income based on changes in the fair value of the security. Once liquidated, realized gains or losses on the sale of marketable securities available for sale were reflected in net income for the period in which the security was liquidated. At the end of each period, the Company evaluated the carrying value of the marketable securities for a decrease in value. The Company evaluated the entity underlying these marketable securities to determine whether a decline in fair value below the amortized cost basis is other than temporary. If the decline in fair value is judged to be “other- than- temporary”, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of the write-down is charged to earnings.

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. The carrying amount of the note payable at June 30, 2014 approximates its respective fair value based on the Company’s incremental borrowing rate.

Prepaid expenses

Prepaid expenses

Prepaid expenses of $399,032 and $582,278 at June 30, 2014 and December 31, 2013, respectively, consist primarily of costs paid for future services which will occur within a year. Prepaid expenses principally include prepayments for consulting and business advisory services, insurance premiums, drilling services, and mineral lease fees which are being amortized over the terms of their respective agreements.

Mineral property acquisition and exploration costs

Mineral property acquisition and exploration costs

Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production method over the estimated life of the proven and probable reserves. If in the future the Company has capitalized mineral properties, these properties will be periodically assessed for impairment. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are being expensed. During the six months ended June 30, 2014 and 2013, the Company incurred exploration cost of $1,881,425 and $715,075, respectively.

ASC 930-805, “Extractive Activities-Mining: Business Combinations” (“ASC 930-805”), states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims.

ASC 930-805-30-1 and 30-2 provides that in fair valuing mineral assets, an acquirer should take into account both:

· The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets.

· The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants.

Property and equipment

Property and equipment

Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally one to twenty five years.

Impairment of long-lived assets

Impairment of long-lived assets

The Company accounts for the impairment or disposal of long-lived assets according to the ASC 360 “Property, Plant and Equipment”. The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of long-lived assets, including mineral rights, may not be recoverable. Long-lived assets in the exploration stage are monitored for impairment based on factors such as the Company’s continued right to explore the area, exploration reports, assays, technical reports, drill results and the Company’s continued plans to fund exploration programs on the property, and whether sufficient work has been performed to indicate that the carrying amount of the mineral property cost carried forward as an asset will not be fully recovered. The tests for long-lived assets in the exploration stage are monitored for impairment based on factors such as current market value of the long-lived assets and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The Company did not record any impairment charges of its long-lived assets at June 30, 2014 and December 31, 2013, respectively.

Income taxes

Income taxes

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Position. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open.  The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed.

Stock-based compensation

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation”, which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, “Equity Based Payments to Non-employees”, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

Treasury stock

Treasury stock

Treasury stock is accounted for using the cost method, with the purchase price of the common stock recorded separately as a deduction from stockholders’ equity.

Related party transaction

Related party transaction

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions.

Recent accounting pronouncements

Recent accounting pronouncements

In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). ASU 2013-11 provides guidance on the presentation of unrecognized tax benefits related to any disallowed portion of net operating loss carryforwards, similar tax losses, or tax credit carryforwards, if they exist.  ASU 2013-11 is effective for fiscal years beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements”. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods; however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for the interim reporting period ended June 30, 2014.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

XML

Document and Entity Information	3 Months Ended
	Jun. 30, 2014	Aug. 14, 2014
Document And Entity Information
Entity Registrant Name	Pershing Gold Corp.
Entity Central Index Key	0001432196
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		316,681,754
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2014

XML

MINERAL PROPERTIES (Tables) (Mineral properties)

6 Months Ended

Jun. 30, 2014

Mineral properties

Mineral properties

Schedule of Mineral Properties

	June 30, 2014		December 31, 2013
Relief Canyon Mine — Gold Acquisition	$	8,501,071	$	8,501,071
Relief Canyon Mine — Newmont Leased Properties	7,709,441		7,709,441
Pershing Pass Property	576,400		576,400
	$	16,786,912	$	16,786,912

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Operating expenses:
Compensation and related taxes	$ 1,068,955	$ 1,439,412	$ 2,345,083	$ 3,073,655
Exploration cost	1,346,699	299,603	1,881,425	715,075
Consulting fees	375,258	437,080	653,051	782,613
General and administrative expenses	1,048,361	962,154	2,071,371	2,066,030
Total operating expenses	3,839,273	3,138,249	6,950,930	6,637,373
Loss from operations	(3,839,273)	(3,138,249)	(6,950,930)	(6,637,373)
OTHER INCOME (EXPENSES):
Warrant settlement expense		(45,484)		(45,484)
Realized gain - available for sale securities		1,205,000		1,656,333
Interest expense and other finance costs, net of interest income	(1,065)	(8,995)	(2,231)	(17,702)
Total other income (expenses) - net	(1,065)	1,150,521	(2,231)	1,593,147
Loss before provision for income taxes	(3,840,338)	(1,987,728)	(6,953,161)	(5,044,226)
Net loss	$ (3,840,338)	$ (1,987,728)	$ (6,953,161)	$ (5,044,226)
Net loss per common share, basic and diluted (in dollars per share)	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.02)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and Diluted (in shares)	280,270,650	273,292,023	279,065,711	271,700,310

XML

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2014

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 7 — RELATED PARTY TRANSACTIONS

Continental Resources Group, Inc.

In January 2013, the Company paid $15,066 of Continental Resources Group Inc.’s expenses. The Company recorded such advances to additional paid in capital which represents distributions to the Company’s former parent company for a total of $15,066 for the six months ended June 30, 2013.  Continental was dissolved on February 27, 2013.

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NOTES PAYABLE

6 Months Ended

Jun. 30, 2014

NOTES PAYABLE

NOTES PAYABLE

NOTE 6 — NOTES PAYABLE

In August 2012, the Company issued a note payable in the amount of $92,145 in connection with the acquisition of mining equipment. The note payable bears interest at approximately 7% per annum and is secured by a lien on the mining equipment. The note is payable in 48 equal monthly payments of $2,226 beginning in September 2012.

Notes payable — short and long term portion consisted of the following:

	June 30, 2014			December 31, 2013
Total notes payable	$	53,289		$	59,510
Less: current portion	(23,532		)	(23,036		)
Long term portion	$	29,757		$	36,474

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COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Jun. 30, 2014

COMMITMENTS AND CONTINGENCIES

Schedule of future minimum rental payments required under the lease

2014	$	23,303
2015	15,535
	$	38,838

Schedule of future minimum lease payments under mining leases

2014	$	10,000
2015	10,000
2016	20,000
2017	25,000
2018	25,000
Thereafter	117,500
	$	207,500

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PROPERTY AND EQUIPMENT (Tables) (Property, Plant and Equipment other than mining properties and mineral rights)

6 Months Ended

Jun. 30, 2014

Property, Plant and Equipment other than mining properties and mineral rights

Property and equipment

Schedule of Property and Equipment

	Estimated Life	June 30, 2014			December 31, 2013
Furniture and fixtures	5 years	$	56,995		$	56,995
Office and computer equipment	1 - 5 years	313,657			234,518
Land	—	266,977			266,977
Building and improvements	5 - 25 years	738,959			730,068
Site costs	10 years	1,272,732			1,272,732
Crushing system	20 years	2,256,943			2,256,943
Process plant and equipment	10 years	3,169,442			3,169,442
Vehicles and mining equipment	5 - 10 years	695,825			695,825
		8,771,530			8,683,500
Less: accumulated depreciation		(2,720,914		)	(2,232,860		)
		$	6,050,616		$	6,450,640

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2014

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 10 — COMMITMENTS AND CONTINGENCIES

Operating Lease

In February 2012, the Company signed a three year lease agreement for office space located in Lakewood, Colorado containing approximately 2,390 net rentable square feet with a term commencing in March 2012 and expiring in April 2015. The lease requires the Company to pay an annual base rent of $18.50 per rentable square foot or $44,215 plus a pro rata share of operating expenses. The base rent is subject to annual increases beginning on May 1, 2013 as defined in the lease agreement. Future minimum rental payments required under the lease are as follows:

2014	$	23,303
2015	15,535
	$	38,838

Rent expense was $23,811 and $22,307 for the six months ended June 30, 2014 and 2013, respectively.

Mining Leases

As more fully discussed in Note 4 — Mineral Properties, the Company leases certain mineral properties included in its Pershing Pass Property. The future minimum lease payments under these mining leases are as follows:

2014	$	10,000
2015	10,000
2016	20,000
2017	25,000
2018	25,000
Thereafter	117,500
	$	207,500

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STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2014

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 8 — STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized within the limitations and restrictions stated in the Amended and Restated Articles of Incorporation to provide by resolution or resolutions for the issuance of 50,000,000 shares of Preferred Stock, par value $0.0001 per share in such series and with such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions as the Company’s Board of Directors establish.

Series A Convertible Preferred Stock

As of June 30, 2014, 2,250,000 shares of Series A Preferred Stock, $0.0001 par value were authorized with none issued and outstanding.

Series B Convertible Preferred Stock

As of June 30, 2014, 8,000,000 shares of Series B Preferred Stock, $0.0001 par value were authorized with none issued and outstanding.

Series C Convertible Preferred Stock

As of June 30, 2014, 3,284,396 shares of Series C Preferred Stock, $0.0001 par value were authorized with none issued and outstanding.

9% Series D Cumulative Preferred Stock

As of June 30, 2014, there were 7,500,000 shares of Series D Preferred Stock authorized and none issued and outstanding.

Convertible Series E Preferred Stock

On August 5, 2013, the Company designated 15,151 shares of Series E Stock. Each share of Series E Stock is convertible into shares of the Company’s common stock at a conversion rate of 3,000 shares of common stock for each share of Series E which is equivalent to a conversion price of $0.33 per share of common stock, subject to certain adjustments in the event of stock dividends, stock splits and subsequent equity sales.

The holders of the Series E Stock are entitled to vote on an as-converted basis on all matters on which the holders of the common stock have a right to vote.  The Company may, at any time after February 8, 2014, redeem all the then outstanding Series E Stock for cash in an amount equal to 110% of the purchase price for the Series E Stock, provided that the optional redemption provisions are met as defined in the certificate of designation.  Upon liquidation, dissolution or winding up of the Company, each holder of Series E Stock is entitled to receive the greater of: (i) 110% of the purchase price of the Series E Stock, or (ii) the amount each holder would be entitled to receive if such holder’s shares of Series E Stock were converted into common stock.  Upon a change of control, all outstanding shares of Series E Stock will automatically convert into shares of common stock and the holders will also be entitled to receive a cash payment equal to 10% of the purchase price paid for the Series E Stock. The Company believes that the occurrence of the optional redemption is considered a conditional event and as a result the instrument does not meet the definition of mandatorily redeemable financial instrument based from ASC 480-10-25, “Distinguishing Liabilities from Equity”.

In August 2013, the Company completed private placements to several accredited investors for the purchase of 10,533 shares of the Company’s Series E Stock and warrants to acquire 12,639,600 shares of the Company’s common stock for aggregate net proceeds of approximately $10.2 million. Each purchaser of Series E Stock received a 3-year warrant to acquire a number of shares of the Company’s common stock equal to 40% of the number of shares of common stock issuable upon conversion of the shares of Series E Stock. The warrants are immediately exercisable at an exercise price of $0.40 per share of the Company’s common stock, subject to adjustments in the event of stock dividends, recapitalizations or certain other transactions and expire three years from the date of issuance. The purchase price of one share of Series E Stock and the associated warrant was $990.

Additionally, Mr. Barry Honig, a director of the Company, exchanged the outstanding principal and accrued interest of $645,480 owed by the Company under a Credit Facility Agreement for 652 shares of Series E Stock and warrants to acquire 782,400 shares of the Company’s common stock on equivalent terms to those of investors purchasing in the private placement.

During February and March 2014 certain holders of the Company’s Series E Stock converted 1,529 shares into 4,587,000 shares of common stock of the Company in accordance with the Series E Stock certificate of designation. The conversion rate applied to these exchanges was 3,000 shares of common stock for each share of Series E Stock which was equivalent to a conversion price of $0.33 per share of common stock.

During April 2014 a certain holder of the Company’s Series E Stock converted 50 shares into 150,000 shares of common stock of the Company in accordance with the Series E Stock certificate of designation. The conversion rate applied to these exchanges was 3,000 shares of common stock for each share of Series E Stock which was equivalent to a conversion price of $0.33 per share of common stock.

As of June 30, 2014, there were 15,151 shares of Series E Stock authorized and 9,606 shares issued and outstanding.

Common Stock

On February 12, 2013, the Company granted an aggregate of 6,700,000 shares of restricted common stock to a director, certain employees and consultants of the Company, which were valued at fair market value on the date of grant at approximately $3,417,000 or $0.51 per share. These restricted shares vest one third at the end of each of the first three years from the date of issuance.

On November 1, 2013, pursuant to an employment agreement, the Company granted 125,000 shares of restricted common stock to an employee of the Company which were valued at fair market value on the date of grant at approximately $0.36 per share. These restricted shares vest one third at the end of each of the first three years from the date of issuance.

On December 16, 2013, the Company granted an aggregate of 2,500,000 shares of restricted common stock to certain employees and consultants of the Company, which were valued at fair market value on the date of grant at approximately $875,000 or $0.35 per share. The shares granted to employees (1,300,000) vest one third on the date of grant and one third at the end of each of the years ending two and three years after the date of issuance. The remaining restricted shares issued to consultants vest one third at the end of each of the first three years from the date of issuance.

On January 1, 2014, pursuant to an employment agreement, the Company granted 250,000 shares of restricted common stock to an employee of the Company which were valued at fair market value on the date of grant at approximately $0.35 per share. These restricted shares vest one third at the end of each of the first three years from the date of issuance.

On June 11, 2014, the Company and Mr. Steve Alfers, the Company’s CEO, entered into the Second Amendment to the Restricted Stock Agreement (the “Alfers Amendment”) to amend that certain Restricted Stock Agreement, dated as of May 13, 2013, and amended by the First Amendment to the Restricted Stock Agreement dated December 23, 2013 by and between the Company and Mr. Alfers.  Pursuant to the Alfers Amendment, the vesting of 1,666,500 restricted shares, of a total of 5,000,000 restricted shares that were granted on June 18, 2012, was extended from June 18, 2014 to March 14, 2015.  1,666,500 shares had previously vested in March 2014 and the vesting schedule for the remaining 1,667,000 shares vesting on June 18, 2015 remains unchanged.

During the six months ended June 30, 2014, the Company recorded stock-based compensation expense in connection with restricted stock awards of $1,484,423.  At June 30, 2014, there was a total of $2,130,538 unrecognized compensation expense in connection with restricted stock awards.

Common Stock Options

A summary of the Company’s outstanding stock options as of June 30, 2014 and changes during the period then ended are presented below:

	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at December 31, 2013	32,900,000	$	0.40	8.18
Granted	—	—		—
Exercised	—	—		—
Forfeited	—	—		—
Cancelled	—	—		—
Balance at June 30, 2014	32,900,000	0.40		7.68
Options exercisable at end of period	32,000,000	$	0.40
Options expected to vest through December 31, 2014	900,000
Weighted average fair value of options granted during the period		$	—

Stock options outstanding at June 30, 2014 as disclosed in the above table have approximately $237,000 of intrinsic value at the end of the period.

During the six months ended June 30, 2014, the Company recorded stock based compensation expense related to options of $48,423. At June 30, 2014, there was a total of $48,422 of unrecognized compensation expense related to non-vested options.

Common Stock Warrants

A summary of the Company’s outstanding stock warrants as of June 30, 2014 and changes during the period then ended are presented below:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at December 31, 2013	26,244,621		$	0.45	2.22
Granted	—		—		—
Cancelled	—		—		—
Forfeited	(5,000,000	)	0.60		—
Exercised	—		—		—
Balance at June 30, 2014	21,244,621		$	0.42	2.18
Warrants exercisable at June 30, 2014	21,244,621		$	0.42	2.18
Weighted average fair value of warrants granted during the period			$	—

Treasury Stock

The Company accounts for treasury stock under the cost method. On December 16, 2013, the Company reacquired 127,015 shares of its common stock from certain employees of the Company for $44,455. Additionally, between February 2014 and March 2014, the Company reacquired 492,513 shares of its common stock from certain employees of the Company for $181,421. The reacquisition by the Company of its common stock is the result of certain employees electing to surrender a number of shares in order to satisfy their minimum applicable withholding obligation due to the vesting of restricted stock awards. The value of the treasury stock is reflected separately as a deduction from stockholders’ equity. As of June 30, 2014, there were 619,528 of treasury shares valued at $225,876.

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NET LOSS PER COMMON SHARE

6 Months Ended

Jun. 30, 2014

NET LOSS PER COMMON SHARE

NET LOSS PER COMMON SHARE

NOTE 9 — NET LOSS PER COMMON SHARE

Net loss per common share is calculated in accordance with ASC Topic 260, “Earnings Per Share”. Basic loss per share is computed by dividing net loss available to common stockholder, adjusted for preferred dividends, by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include anti-dilutive common stock equivalents in the weighted average shares outstanding.

The following table sets forth the computation of basic and diluted loss per share:

	For the Three Months ended June 30, 2014			For the Three Months ended June 30, 2013			For the Six Months ended June 30, 2014			For the Six Months ended June 30, 2013
Numerator:
Net loss	$	(3,840,338	)	$	(1,987,728	)	$	(6,953,161	)	$	(5,044,226	)
Denominator:
Denominator for basic and diluted loss per share (weighted-average shares)	280,270,650			273,292,023			279,065,711			271,700,310
Net loss per common share, basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)

The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s loss from continuing operations and loss from discontinued operations. In periods where the Company has a net loss, all dilutive securities are excluded.

	June 30, 2014	June 30, 2013
Common stock equivalents:
Stock options	32,900,000	33,200,000
Stock warrants	21,244,621	12,809,031
Convertible preferred stock	28,818,000	—
	82,962,621	46,009,031

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2014

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 11 — SUBSEQUENT EVENTS

Private Placements

On July 2, 2014, the Company issued 26,578,854 Units, with each Unit comprised of one share of Common Stock (the “Unit Shares”) and a 30 month warrant (the “Warrant”) to purchase 0.4 of a share of Common Stock (the “Warrant Shares”) at an exercise price of $0.45, for a total of 26,578,854 shares of Common Stock and Warrants to acquire an additional 10,631,522 shares of Common Stock, all pursuant to subscription agreements (each, a “Subscription Agreement”) and a unit purchase agreement (the “Unit Purchase Agreement”) entered into with accredited investors.  The gross proceeds totaled approximately $9.0 million and net proceeds of approximately $8.2 million after commissions and expenses. The Warrants sold as part of the Units are exercisable immediately at an exercise price of $0.45 per share of Common Stock, subject to adjustment in the event of stock dividends, recapitalizations or certain other transactions.  The Warrants will expire on January 2, 2017. Certain FINRA broker-dealers acted on behalf of the Company and were paid aggregate cash commissions of approximately $700,000 and expenses of approximately $120,000 and were issued 30 month warrants to purchase an aggregate of 1,884,139 shares of Common Stock at an exercise price of $0.34.

On July 14, 2014, the Company issued 2,461,760 Units, with each Unit comprised of one share of Common Stock and a 30 month warrant to purchase 0.4 of a share of Common Stock at an exercise price of $0.45, for a total of 2,461,760 shares of Common Stock and Warrants to acquire an additional 984,700 shares of Common Stock, all pursuant to subscription agreements and a unit purchase agreement entered into with accredited investors.  The gross proceeds totaled approximately $0.8 million and the net proceeds totaled approximately $0.7 million after commissions and expenses. In connection with this private placement, certain FINRA broker-dealers acted on behalf of the Company and were paid aggregate cash commissions of approximately $84,000 and expenses of approximately $16,000 and were issued 30 month warrants to purchase an aggregate of 241,252 shares of Common Stock at an exercise price of $0.34.

On July 30, 2014, the Company issued 6,813,645 Units, with each Unit comprised of one share of Common Stock and a 30 month warrant to purchase 0.4 of a share of Common Stock at an exercise price of $0.45, for a total of 6,813,645 shares of Common Stock and Warrants to acquire an additional 2,725,454 shares of Common Stock, all pursuant to subscription agreements and a unit purchase agreement entered into with accredited investors.  The gross proceeds totaled approximately $2.3 million and the net proceeds totaled approximately $2.2 million after commissions and expenses. In connection with this private placement, certain FINRA broker-dealers acted on behalf of the Company and were paid aggregate cash commissions of approximately $100,000 and expenses of approximately $18,000 and were issued 30 month warrants to purchase an aggregate of 342,855 shares of Common Stock at an exercise price of $0.34.

Conversion of Series E shares

During July 2014 certain holders of the Company’s Series E Stock converted 181 shares into 543,000 shares of common stock of the Company in accordance with the Series E Stock certificate of designation. The conversion rate applied to these exchanges was 3,000 shares of common stock for each share of Series E Stock which was equivalent to a conversion price of $0.33 per share of common stock.

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STOCKHOLDERS' EQUITY (Details) (USD $)			1 Months Ended								6 Months Ended		0 Months Ended	1 Months Ended		2 Months Ended			1 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Aug. 31, 2013 Exchange Of Related Party Debt Transaction Barry Honig	Jun. 30, 2014 Preferred Stock	Jun. 30, 2014 Series A Convertible Preferred Stock	Dec. 31, 2013 Series A Convertible Preferred Stock	Jun. 30, 2014 Series B Convertible Preferred Stock	Dec. 31, 2013 Series B Convertible Preferred Stock	Jun. 30, 2014 Series C Convertible Preferred Stock	Dec. 31, 2013 Series C Convertible Preferred Stock	Jun. 30, 2014 9% Series D Cumulative Preferred Stock	Dec. 31, 2013 9% Series D Cumulative Preferred Stock	Aug. 05, 2013 Convertible Series E Preferred Stock	Apr. 30, 2014 Convertible Series E Preferred Stock	Aug. 31, 2013 Convertible Series E Preferred Stock	Mar. 31, 2014 Convertible Series E Preferred Stock	Jun. 30, 2014 Convertible Series E Preferred Stock	Dec. 31, 2013 Convertible Series E Preferred Stock	Aug. 31, 2013 Convertible Series E Preferred Stock Exchange Of Related Party Debt Transaction Barry Honig	Aug. 31, 2013 Convertible Series E Preferred Stock Warrant to purchase common stock	Aug. 31, 2013 Convertible Series E Preferred Stock Warrant to purchase common stock Senior secured convertible promissory note Exchange Of Related Party Debt Transaction
Statement
Stock authorized, shares	50,000,000	50,000,000		50,000,000	2,250,000	2,250,000	8,000,000	8,000,000	3,284,396	3,284,396	7,500,000	7,500,000	15,151				15,151	15,151
Par value of preferred stock authorized (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001					$ 0.0001	$ 0.0001
Preferred stock, Issued (in shares)					0	0	0	0	0	0	0	0					9,606	11,185
Preferred stock, Outstanding (in shares)					0	0	0	0	0	0	0	0					9,606	11,185
Dividend rate (as a percent)											9.00%
Number of common shares issued upon conversion													3,000	3,000		3,000
Conversion price per share of common stock (in dollars per share)													$ 0.33	$ 0.33		$ 0.33
Preferred stock redemption amount as percentage of purchase price													110.00%
Amount that preferred stockholder is entitled to receive as percentage of purchase price upon liquidation, dissolution or winding up of the entity													110.00%
Cash payment that preferred stockholders are entitled to receive as percentage of purchase price upon a change of control													10.00%
Stock issued (in shares)															10,533
Number of shares of common stock to be acquired																				12,639,600	782,400
Net proceeds from private placement															$ 10,200,000
Term of warrants																				3 years
Percentage of the number of share of common stock issuable upon conversion used to calculate warrant rights																				40.00%
Exercise price (in dollars per share)																				$ 0.40
Expected life																				3 years
Purchase price of each share of Series E Preferred Stock with associated warrant (in dollars per share)															$ 990
Amount owed by the Company under a Credit Facility Agreement to related party			$ 645,480
Number of shares issued in exchange for outstanding principal and accrued interest to related party																			652
Number of share of preferred stock converted in common shares														50		1,529
Aggregate number of common shares issued upon conversion														150,000		4,587,000

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STOCKHOLDERS' EQUITY (Tables)

6 Months Ended

Jun. 30, 2014

Stockholders' Equity

Summary of the outstanding stock options

	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at December 31, 2013	32,900,000	$	0.40	8.18
Granted	—	—		—
Exercised	—	—		—
Forfeited	—	—		—
Cancelled	—	—		—
Balance at June 30, 2014	32,900,000	0.40		7.68
Options exercisable at end of period	32,000,000	$	0.40
Options expected to vest through December 31, 2014	900,000
Weighted average fair value of options granted during the period		$	—

Summary of the outstanding stock warrants

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at December 31, 2013	26,244,621		$	0.45	2.22
Granted	—		—		—
Cancelled	—		—		—
Forfeited	(5,000,000	)	0.60		—
Exercised	—		—		—
Balance at June 30, 2014	21,244,621		$	0.42	2.18
Warrants exercisable at June 30, 2014	21,244,621		$	0.42	2.18
Weighted average fair value of warrants granted during the period			$	—

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ORGANIZATION AND DESCRIPTION OF BUSINESS (Details 3) (Pershing Royalty Company)	May 17, 2012 item
Pershing Royalty Company
Investment holding
Number of gold exploration properties	2

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NET LOSS PER COMMON SHARE (Details 2)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Antidilutive securities excluded from the computation of diluted shares outstanding
Common stock equivalents	82,962,621	46,009,031
Stock options
Antidilutive securities excluded from the computation of diluted shares outstanding
Common stock equivalents	32,900,000	33,200,000
Stock Warrants
Antidilutive securities excluded from the computation of diluted shares outstanding
Common stock equivalents	21,244,621	12,809,031
Convertible preferred stock
Antidilutive securities excluded from the computation of diluted shares outstanding
Common stock equivalents	28,818,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to Pershing Gold Corporation	$ (6,953,161)	$ (5,044,226)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	488,054	487,905
Realized gain - available for sale securities		(1,656,333)
Stock-based compensation	1,532,846	2,649,620
Changes in operating assets and liabilities:
Other receivables	(26,073)	77,364
Prepaid expenses - current portion and other current assets	187,130	282,221
Accounts payable and accrued expenses	131,607	(133,222)
NET CASH USED IN OPERATING ACTIVITIES	(4,639,597)	(3,336,671)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds received from the sale of marketable securities		1,656,333
Purchase of property and equipment	(88,030)	(23,898)
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES	(88,030)	1,632,435
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock	(181,421)
Payments on notes payable	(11,127)	(9,598)
Distribution to former parent company		(15,066)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	(192,548)	(24,664)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(4,920,175)	(1,728,900)
CASH AND CASH EQUIVALENTS- beginning of period	7,743,107	3,218,191
CASH AND CASH EQUIVALENTS- end of period	2,822,932	1,489,291
Cash paid for:
Interest	$ 2,231	$ 3,132

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PROPERTY AND EQUIPMENT (Property, Plant and Equipment other than mining properties and mineral rights)

6 Months Ended

Jun. 30, 2014

Property, Plant and Equipment other than mining properties and mineral rights

Property and equipment

PROPERTY AND EQUIPMENT

NOTE 5 — PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	Estimated Life	June 30, 2014			December 31, 2013
Furniture and fixtures	5 years	$	56,995		$	56,995
Office and computer equipment	1 - 5 years	313,657			234,518
Land	—	266,977			266,977
Building and improvements	5 - 25 years	738,959			730,068
Site costs	10 years	1,272,732			1,272,732
Crushing system	20 years	2,256,943			2,256,943
Process plant and equipment	10 years	3,169,442			3,169,442
Vehicles and mining equipment	5 - 10 years	695,825			695,825
		8,771,530			8,683,500
Less: accumulated depreciation		(2,720,914		)	(2,232,860		)
		$	6,050,616		$	6,450,640

For the six months ended June 30, 2014 and 2013, depreciation expense amounted to $488,054 and $487,905, respectively.

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ORGANIZATION AND DESCRIPTION OF BUSINESS (Details 4) (USD $)	6 Months Ended	1 Months Ended					1 Months Ended				1 Months Ended
	Jun. 30, 2014	Aug. 31, 2013 Exchange Of Related Party Debt Transaction Barry Honig, Board Member	Jul. 31, 2014 Warrant to purchase common stock Subsequent event	Jul. 30, 2014 Warrant to purchase common stock Subsequent event	Jul. 14, 2014 Warrant to purchase common stock Subsequent event	Jul. 02, 2014 Warrant to purchase common stock Subsequent event	Aug. 31, 2013 Convertible Series E Preferred Stock	Aug. 31, 2013 Convertible Series E Preferred Stock Exchange Of Related Party Debt Transaction Barry Honig, Board Member	Aug. 31, 2013 Convertible Series E Preferred Stock Warrant to purchase common stock	Aug. 31, 2013 Convertible Series E Preferred Stock Warrant to purchase common stock Exchange Of Related Party Debt Transaction Senior secured convertible promissory note	Jul. 31, 2014 Common stock Subsequent event
ORGANIZATION AND DESCRIPTION OF BUSINESS
Net loss	$ 7,000,000
Net cash used in operations	4,600,000
Total accumulated deficit since inception	(107,000,000)
Going Concern
Shares issued in private placement							10,533				35,854,259
Number of shares of common stock to be acquired			14,341,676	2,725,454	984,700	10,631,522			12,639,600	782,400
Net proceeds from private placement							10,200,000				11,100,000
Number of shares issued in exchange for outstanding principal and accrued interest to related party								652
Amount owed by the Company under a Credit Facility Agreement to related party		$ 646,000

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STOCKHOLDERS' EQUITY (Details 5) (Stock Warrants, USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Number of Warrants
Balance at the beginning of the year (in shares)	26,244,621
Forfeited (in shares)	(5,000,000)
Balance at the end of the year (in shares)	21,244,621
Warrants exercisable at the end of the period (in shares)	21,244,621
Weighted Average Exercise Price
Weighted Average Exercise Price
Balance at the beginning of the year (in dollars per share)	$ 0.45
Forfeited (in dollars per share)	$ 0.60
Balance at the end of the year (in dollars per share)	$ 0.42	$ 0.45
Warrants exercisable at the end of the period (in dollars per share)	$ 0.42
Weighted Average Remaining Contractual Life
Balance at the beginning of the year	2 years 2 months 5 days	2 years 2 months 19 days
Balance at the end of the year	2 years 2 months 5 days	2 years 2 months 19 days
Warrants exercisable at the end of the year	2 years 2 months 5 days

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NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2014

NOTES PAYABLE

Schedule of Notes Payable

	June 30, 2014			December 31, 2013
Total notes payable	$	53,289		$	59,510
Less: current portion	(23,532		)	(23,036		)
Long term portion	$	29,757		$	36,474