17 Apr 2019listing compliance notice▼ BadMajor
Pershing Gold Corp. terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
11 Apr 2019substantial holder notice● Neutral
Barry Honig reported no remaining Pershing Gold Corp. shareholding in its periodic institutional filing.
9 Apr 2019securities registration● Neutral
Pershing Gold Corp. amended an already-effective registration statement.
9 Apr 2019securities registration● Neutral
Pershing Gold Corp. amended an already-effective registration statement.
9 Apr 2019securities registration● Neutral
Pershing Gold Corp. amended an already-effective registration statement.
9 Apr 2019securities registration● Neutral
Pershing Gold Corp. amended an already-effective registration statement.
9 Apr 2019securities registration● Neutral
Pershing Gold Corp. amended an already-effective registration statement.
9 Apr 2019securities registration● Neutral
Pershing Gold Corp. amended an already-effective registration statement.
9 Apr 2019business combination● NeutralMajor
The Americas Silver merger closed on April 3, 2019, ending the pending-deal thread. Each Pershing common share was cancelled and converted into 0.715 Americas Silver common shares, and Pershing is now a wholly owned Americas Silver subsidiary. Holders of 7,971 Series E shares chose Americas Silver preferred (461.440 per share), while holders of 975 Series E shares converted to 344,734 Pershing common shares before closing. Options and warrants were terminated, apart from one warrant for 22,223 shares swapped for a warrant for 15,889 Americas Silver shares. Alfers, Clevenger, Karr, Saxton, Alexander and Janke resigned; Blasutti, Varga and McRae now run Pershing, and Alfers joined the Americas Silver board. Auditor KBL resigned on April 4, 2019; its report for 2018 and 2017 (issued April 2, 2019) carried a going-concern doubt. The attached press release says the deal cleared a CFIUS review and mentions a Sandstorm Gold financing and a board decision to build expanded facilities at Relief Canyon, but the text is cut off so no terms are available here.
9 Apr 2019securities registration● Neutral
Pershing Gold Corp. amended an already-effective registration statement.
9 Apr 2019securities registration● Neutral
Pershing Gold Corp. amended an already-effective registration statement.
9 Apr 2019securities registration● Neutral
Pershing Gold Corp. amended an already-effective registration statement.
9 Apr 2019securities registration● Neutral
Pershing Gold Corp. amended an already-effective registration statement.
9 Apr 2019securities registration● Neutral
Pershing Gold Corp. amended an already-effective registration statement.
9 Apr 2019securities registration● Neutral
Pershing Gold Corp. amended an already-effective registration statement.
3 Apr 2019listing compliance notice● NeutralMajor
Pershing Gold Corp.'s exchange filed to remove a class of its securities from listing.
29 Mar 2019late filing notice▼ Bad
Pershing Gold Corp. notified the SEC that its annual report would be filed late.
4 Mar 2019business combination● Neutral
Pershing and Americas Silver amended the merger agreement to push the date after which either side can walk away from April 1, 2019 to June 1, 2019, and made technical changes to how shares are issued at closing. The deal had not closed by this filing, and the two executives' severance terms were extended to June 1, 2019 to match. The filing does not say why the date was moved.
8 Feb 2019substantial holder notice● Neutral
Donald Smith & Co., Inc, Donald Smith Value Fund, L.P, Donald and Paula Smith Family Foundation, Kamal Shah, Jon Hartsel disclosed a new substantial Pershing Gold Corp. shareholding (9.71% of votes).
7 Feb 2019substantial holder notice● Neutral
Ruffer LLP disclosed a new substantial Pershing Gold Corp. shareholding (5.80% of votes).
21 Dec 2018substantial holder notice● Neutral
Barry Honig reported a Pershing Gold Corp. shareholding of 14,410,106 shares (38.37% of votes) in a periodic institutional filing.
30 Nov 2018business combination● NeutralMajor
Pershing sent shareholders its final proxy statement for the Americas Silver merger, with a special meeting set for January 9, 2019 in Denver. The board unanimously recommends a yes vote. Holders would get 0.715 Americas Silver shares per Pershing share, which at recent prices was worth roughly $0.99 to $1.83 per Pershing share, so the final value is not fixed. Insiders and a major holder who have agreed to vote yes represent about 39% of the voting power, and Series E holders who dissent can seek a court-set cash value.
5 Nov 2018substantial holder notice● Neutral
Barry Honig reported a Pershing Gold Corp. shareholding of 14,284,106 shares (38.04% of votes) in a periodic institutional filing.
2 Nov 2018quarterly activities report▼ Bad
Pershing Gold Corp. reported quarterly revenue of $0 and a net loss of $3.2 million for the period ended 2018-09-30.
5 Oct 2018substantial holder notice● Neutral
Barry Honig reported a Pershing Gold Corp. shareholding of 14,280,390 shares (38.08% of votes) in a periodic institutional filing.
4 Oct 2018business combination● NeutralMajor
Pershing filed the legal terms of the Americas Silver merger: Pershing becomes a wholly owned subsidiary, common holders get 0.715 Americas Silver shares each, and Series E preferred holders can choose common shares or new non-voting Americas Silver preferred. Approval is needed from Pershing and Americas Silver shareholders, the deal can be ended if not completed by April 1, 2019, and Pershing owes a $4M fee if it takes a better offer or changes its recommendation. The up-to-$4M 16% loan from Americas Silver is secured on substantially all Pershing's assets, matures June 1, 2019 (Sept 1, 2019 if extended), and in some failed-deal cases Pershing can repay it in shares at no less than $1.18. Pershing's directors and officers signed agreements to vote in favour, and key executives' severance terms were extended to March 31, 2019.
1 Oct 2018business combination▲ GoodMajor
Pershing Gold announced a deal to be acquired by Americas Silver Corporation: each Pershing common share would be exchanged for 0.715 Americas Silver shares, which the press release values at US$1.69 per share (a 39% premium to the Nasdaq close on Sept 28, 2018). Pershing holders would own about 36% of the combined company, and the release says closing is expected in Q1 2019. Americas Silver also agreed to lend Pershing up to US$4 million at 16% a year, and Barry Honig (about 31% of common, 87% of preferred) has committed to vote in favour.
24 Sept 2018substantial holder notice● Neutral
Barry Honig reported a Pershing Gold Corp. shareholding of 14,280,390 shares (38.08% of votes) in a periodic institutional filing.
31 Aug 2018securities registration● Neutral
Pershing Gold Corp. filed the final prospectus for a registered offering.
30 Aug 2018substantial holder notice● Neutral
Barry Honig reported a Pershing Gold Corp. shareholding of 14,280,390 shares (42.46% of votes) in a periodic institutional filing.