On December 3, 2012, Pershing Gold Corporation (the “Company”) completed a private placement (the “Private Placement”) to several accredited investors (the “Purchasers”) for 9,469,548 shares of its common stock (“Common Stock”) and 3,787,819 warrants (“Warrants”) for aggregate gross proceeds of $3,125,000. The purchase price for one share of common stock and a warrant to acquire 0.40 of a share of common stock was $0.33.

Palladium Capital Advisors acted as placement agent for the transaction and the Company paid aggregate consideration of 303,030 shares of its Common Stock and 121,212 Warrants, in lieu of $100,000, to Palladium Capital Advisors, LLC as consideration for certain placement agent services in connection with the Private Placement. In these unregistered sales to accredited investors, the Company relied on the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, or Rule 506 of Regulation D.

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