Press Release

Pershing Acquisition: Early Warning News Release

Company Release - 8/29/2018 9:18 PM ET

BOCA RATON, Fla., Aug. 29, 2018 (GLOBE NEWSWIRE) -- Effective as of August 28, 2018, Mr. Barry Honig has acquired an aggregate of 1,884,810 common shares (each, a “Pershing Share”) of Pershing Gold Corporation (“Pershing”) (TSX:PGLC) from Levon Resources Ltd. (TSX:LVN) (“Levon”), representing approximately 5.60% of the outstanding Pershing Shares. The Pershing Shares were acquired pursuant to agreements entered into between the parties, one dated April 24, 2018, as amended, under which Mr. Honig agreed to acquire a total of 900,346 Pershing Shares from Levon in exchange for 9,003,467 common shares of Levon representing a deemed price of CAD$1.70 per Pershing Share; and another dated June 15, 2018, as amended, under which Mr. Honig agreed to purchase 984,464 Pershing Shares at a price of CAD$2.59 per Pershing Share. On August 28, 2018 the closing conditions under each of the agreements were satisfied and the transactions completed. Total aggregate consideration paid for the Pershing Shares was CAD$4,080,349.96.

Mr. Honig acquired the Pershing Shares for investment purposes only and may, depending on market and other conditions, increase or decrease his beneficial ownership of the Pershing Shares or other securities of Pershing. Following the acquisition of the Pershing Shares, Mr. Honig holds, directly and indirectly, 10,357,371 Pershing Shares representing approximately 30.80% of the issued and outstanding common shares of Pershing based upon 33,629,260 Pershing Shares outstanding as of August 13, 2018 as reported in Pershing’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2018.

Mr. Honig acquired the Pershing Shares in reliance on the Private agreement exemption pursuant to section 4.2 of National Instrument 62-104 Take-Over Bids and Issuer Bids.

An early warning report with additional information in respect of the foregoing matters will be filed to, and will be available on the SEDAR profile of Pershing Gold Corporation at www.SEDAR.com. To obtain a copy of the early warning report you may contact Mr. Honig at 312-499-6347 or at 215 SE Spanish Trail, Boca Raton, FL 33432.

Source: Barry Honig - Pershing Acquisition