Pershing Gold Corp.

24 Aug 2012financial restatement▼ BadMajor

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

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22 June 2012capital raising announcement▼ BadMajor

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

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13 June 2012material agreement● NeutralMajor

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

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31 May 2012business combination● NeutralMajor

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

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11 Apr 2012capital raising announcement▼ BadMajor

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

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29 Mar 2012material agreement● NeutralMajor

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

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26 Mar 2012financial restatement● NeutralMajor

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

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