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a director due to his extensive knowledge of the capital markets, his judgment in assessing business strategies and accompanying risks, and his expertise with emerging growth companies.

Alex Morrison.  Mr. Morrison has served as a director of our Company since November 19, 2012. Mr. Morrison is a mining executive, chartered accountant and certified public accountant with over 26 years of experience in the mining industry. He currently serves on the boards of Detour Gold Corporation and Taseko Mines Limited. Mr. Morrison has held senior executive positions at a number of mining companies, most recently serving as Vice President and Chief Financial Officer of Franco-Nevada Corporation from 2007 to April 2010. From 2002 to 2007, Mr. Morrison held increasingly senior positions at Newmont Mining Corporation, including Vice President, Operations Services and Vice President, Information Technology. Prior to that,2002, Mr. Morrison was Vice President and Chief Financial Officer of NovaGold Resources, Inc. and Vice President and Controller atof Homestake Mining Company and held senior financial positions at Phelps Dodge Corporation and Stillwater Mining Company. In addition, periodicallyfrom time to time between 2007 and the present, Mr. Morrison has performed financial consulting services for mining companies. Mr. Morrison began his career with PricewaterhouseCoopers LLP after obtaining his Bachelor of ArtsB.A. in Business Administration from Trinity Western University. Mr. Morrison was selected to serve as oura director due to his extensive mining resource and business experience and his financial expertise.

PROPOSAL NO. 2— ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

2 — RATIFICATION OF APPOINTMENT OF AUDITORS

The Board of Directors unanimously recommends thatratification of the appointment of KBL, LLP to serve as the Company’s stockholders vote FOR the advisory say-on-pay resolution to approve our executive compensation.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), enacted in July 2010, requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement in accordance with the compensation disclosure rules of the SEC.

We urge stockholders to read the “Executive Compensation” beginning on page 18 of the Proxy Statement, which provide detailed information on the compensation of our named executive officers. Our compensation programs are designed to support its business goals and promote short- and long-term profitable growth of Pershing Gold. Our equity plans are intended to align compensation with the long-term interests of our stockholders.

In accordance with Section 14A(a)(1) of the Exchange Act, we are asking stockholders to approve the following advisory resolution at the Annual and Special Meeting of Stockholders:

RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402(m) through (r) of Regulation S-K, including the Executive Compensation section, compensation tables and narrative discussion, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Company or the Board of Directors. The say-on-pay proposal is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the executive compensation policies, practices, and plans described in the Proxy Statement. Although non-binding, the Board of Directors will carefully review and consider the voting results when making future decisions regarding our executive compensation program.  Unless the Board of Directors modifies its policy on the frequency of holding say-on-pay advisory votes, the next say-on-pay advisory vote will occur in 2016.

PROPOSAL NO. 3—ADVISORY (NON-BINDING) VOTE ON THE
FREQUENCY OF “SAY-ON-PAY” VOTES

The Board of Directors unanimously recommends that the Company’s stockholders vote THREE YEARS independent registered public accounting firm for the advisory vote on the frequency of future say-on-pay votes.

fiscal year ending December 31, 2015.

The Dodd-Frank Act also provides that stockholders must be given the opportunity to vote, on a non-binding, advisory basis, for their preferences as to how frequently we should seek advisory votes on the

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compensation of our named executive officers as disclosed in accordance with the compensation disclosure rules of the SEC. By voting with respect to this Proposal No. 3, stockholders may indicate whether they would prefer that we conduct advisory votes on executive compensation every one, two, or three years. Stockholders also may, if they desire, abstain from casting a vote on this proposal.

After careful consideration of the various arguments supporting each frequency level, the Board of Directors has determined that holding an advisory “say-on-pay” vote every three years on our executive compensation is the most appropriate policy for the Company at this time, and recommends that stockholders vote for advisory “say-on-pay” votes on our executive compensation to occur once every three years.

In accordance with Section 14A(a)(1) of the Exchange Act, we are asking stockholders to approve the following advisory resolution at the Annual and Special Meeting of Stockholders:

RESOLVED, that the option of once every one year, two years, or three years that receives the affirmative vote of a majority of the votes cast by stockholdersoutstanding shares, voting on an as-converted-to-common-stock basis, present at the meeting (either in person or by proxy at the Annual and Special Meetingproxy) and entitled to vote at the Annual and Special Meeting will be required to ratify the frequency that stockholders approve will be determined to beappointment of our independent registered public accounting firm for the preferred frequency with whichfiscal year 2015. In the Companyevent the ratification is to hold a stockholder vote to approvenot approved by the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402(m) through (r)required number of Regulation S-K, including the Executive Compensation section, compensation tables and narrative discussion.

This vote is advisory and not binding on the Company or the Board of Directors in any way. Although non-binding, the Board of Directors will take into account the outcome of the vote when considering the frequency of future advisory votes, on executive compensation. Notwithstanding the Board of Director’s recommendation and the outcome of the stockholder vote, the Board of Directors may in the future decidereconsider, but will not necessarily change, its appointment of KBL, LLP to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors suchserve as discussions with stockholders and the adoption of material changes to compensation programs.our independent registered public accounting firm.

The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two, or three years, or abstaining). Stockholders are not voting to approve or disapprove the Board of Director’s recommendation.

PROPOSAL NO. 4— APPROVAL TO EFFECT REVERSE STOCK SPLIT OF COMMON STOCK

The Board of Directors unanimously recommends thatKBL, LLP has served as the Company’s stockholders vote FOR the approval of the proposal to authorize the Board of Directors to file an amendment to our Amended and Restated Articles of Incorporation to effect a reverse stock split of the outstanding shares of our common stock at an exchange ratio of not less than 1-for-2 and no more than 1-for-25.

General

The Board of Directors has approved and recommended a proposal to authorize the Board of Directors to effect a reverse stock split of all of our outstanding common stock at a ratio of not less than 1-for-2 and not more than 1-for-25, with the Board of Directors having the discretion as to whether or not the reverse split is to be effected, and with the exact ratio of any reverse split to be set at a whole number within the above range as determined by the Board of Directors in its sole discretion. The proposal provides that the Board of Directors will have sole discretion pursuant to Section 78.390(5) of the Nevada Revised Statutes to elect, at any time before the first anniversary of the date of this meeting, as it determines to be in our best interest, whether or not to effect the reverse split, and, if so, the number of our shares of common stock between and including 1-for-2 and 1-for-25 that will be combined into one share of our common stock. The Board of Directors believes that this range of reverse split ratios will provide it with the flexibility to implement the reverse stock split in a manner designed to maximize the anticipated benefits for us and our stockholders. In determining whether to implement the reverse split following the receipt of stockholder approval, the Board of Directors may consider, among other things, factors such as:

·our financial condition and ability to execute our business plans;

·the historical trading price and trading volume of our common stock;

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·the then prevailing trading price and trading volume of our common stock and the anticipated impact of the reverse split on the trading market for our common stock;

·our ability to have our shares of common stock listed on a U.S. national securities exchange such as The NASDAQ Stock Market or the NYSE MKT;

·the anticipated impact of the reverse split on our ability to raise additional financing;

·which split ratio, within the range described above, would result in the greatest overall reduction in our administrative costs; and

·prevailing general market and economic conditions.

If approved by stockholders and implemented by the Board of Directors, the Reverse Split will become effective on such date as may be determined by the Board of Directors upon the filing of the necessary amendments to our Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada (the “Effective Date”).

Reasonsindependent registered public accounting firm since 2010, providing audits for the Reverse Stock SplitCompany for the fiscal years ended December 31, 2010 through December 31, 2014.

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PROPOSAL NO. 5— APPROVAL TO REDUCE NUMBER OF AUTHORIZED SHARES

The Board of Directors unanimously recommends that the Company’s stockholders vote FOR the approval of the proposal to authorize the Board of Directors, in the event the Reverse Split Proposal is approved and the reverse split is effected, to file an amendment to our Amended and Restated Articles of Incorporation to reduce the number of shares of common stock authorized to be issued by the Company to a number determined by the Board of Directors in its discretion, which number of shares of common stock authorized to be issued shall be not less than 100,000,000 shares or more than 250,000,000 shares.

In the event the Board of Directors, pursuant to stockholder authority, determines to effect a reverse split, as discussed in Proposal No. 4 above, and this Proposal No. 5 is approved by the stockholders, the Board of Directors will reduce the number of shares of common stock authorized to a number which shall be not less than 100,000,000 shares or more than 250,000,000 shares.  The number of shares of common stock that were issued and outstanding as of November 21, 2013 was 273,292,027. The number of shares of common stock that we are currently authorized to issue is 500,000,000.

The proposal being submitted to the stockholders provides that, in the event a reverse split is effected, the Board of Directors will reduce the number of our authorized shares to a lower number between 100,000,000 and 250,000,000 shares. Accordingly, assuming that the Board of Directors determines to implement a reverse split, the Board of Directors will reduce our authorized common stock. The Board of Directors will have the sole discretion to determine the amount of the reduction in authorized common stock in connection with the reverse split, within the range from 100,000,000 and 250,000,000 shares described above. The Board of Directors will have the sole discretion to implement a reduction in authorized common stock such that, following the reverse split, the ratio of authorized common stock to issued and outstanding common stock would be higher than that in effect prior to the reverse split. Therefore, if the Board of Directors determines to implement a reverse split but not to implement a proportionate reduction in authorized common stock, we would, in effect, have authority, without further stockholder approval, to issue a greater number of shares of common stock, or proportionately more common stock, with a greater dilutive effect on existing shareholders than prior to the reverse split.  Further, such increased proportion of unissued authorized shares may be construed to have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board of Directors or contemplating a tender offer or other transaction for the combination of us with another company) or may have the effect of diluting the earnings per share and book value per share, as well as the stock ownership and voting rights of the currently outstanding shares of our common stock.  There are no written or oral plans, agreements, arrangements or understandings with respect to the issuance of any such additional common stock.

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

Meetings and Committees of the Board of Directors

During 2012,2014, our Board of Directors held one formal meeting.  During 2013, ourseven meetings. Mr. Alfers and Mr. Morrison each attended all seven of the meetings; Mr. Honig attended five meetings.

Board Committees

The Board of Directors currently has held 13 formal meetingsno established Board committees. The Company has applied for listing on The NASDAQ Stock Market, and, upon listing will establish its Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee in accordance with the committee charters already approved by the Board of Directors. Until the Board committees have been established, all actions that would otherwise be taken by the Board committees are taken directly through November 21, 2013.

We currently do not maintain any committees of the Board of Directors. Given our size and the development of our business to date, we believe that the Board of Directors through its meetings can perform all of the duties and responsibilities which might be contemplated by a committee.

of such Board Committees

committees.

Audit Committee.  If we satisfyWhen constituted, the initial listing standards for listing our common stock on the NYSE MKT or The NASDAQ Stock Market or another U.S. national securities exchange, we will establish an audit committee of the Board of Directors. The audit committeeAudit Committee will consist of independent directors, of which at least one director will qualify as a qualified financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. The audit committee’sAudit Committee’s duties will be to recommend to our Board of Directorsinclude the engagement and oversight of the Company’s independent auditors, to audit ourreview of the Company’s annual and quarterly financial statements and torelated SEC filings, and review ourof the Company’s accounting and auditing principles. The audit committeeAudit Committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committeeAudit Committee will at all times be composed exclusively of directors who are, in the opinion of our Board of Directors, free from any relationship that would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Compensation Committee.  If we satisfyWhen constituted, the initial listing standards for listing our common stock on the NYSE MKT or The NASDAQ Stock Market or another U.S. national securities exchange, weCompensation Committee will establish a compensation committeeconsist of the Board of Directors. The compensation committeeindependent directors and will review and approve our salary and benefits policies, including compensation of executive officers. The compensation committeeCompensation Committee will also administer our equity incentive plans and recommend and approve grants under such plans. Our Board of Directors Stephen Alfers, Alex Morrison, and Barry Honig currently participateparticipates in the consideration of executive officer and director compensation.

Corporate Governance and Nominating Committee.  If we satisfyWhen constituted, the initial listing standards for listing our common stock on the NYSE MKT or The NASDAQ Stock Market or another U.S. national securities exchange, weCorporate Governance and Nominating Committee will establish a corporate governanceconsist of independent directors and nominating committee of the board of directors. The corporate governance and nominating committeeits responsibilities will be responsible forinclude overseeing and evaluating the board’sBoard’s performance, selecting and evaluating prospective director nominees, and reviewing boardBoard and boardBoard committee compensation. The corporate governance and nominating committeeCGNC will also oversee and provide advice to the boardBoard of directorsDirectors regarding corporate governance policies, practices and procedures. Our Board of Directors Stephen Alfers, Alex Morrison, and Barry Honig currently considerconsiders any qualified director nominees.nominees that are presented to it from time to time.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy onregarding whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its stockholders to have these two positions overlap due to the small size of the Company.

Our Board of Directors is primarily responsible for overseeing our risk management processes. The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’sCompany’s assessment of risks. The Board of Directors focuses on the most significant risks facing our companyCompany and our company’sCompany’s general risk management strategy, and also ensures that risks undertaken by our companyCompany are consistent with the Board of Director’sDirectors’ appetite for risk. While the Board of Directors oversees our company,Company, our company’sCompany’s management is

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individuals with experience on public company boards as well as experience in the mining industry and in finance and accounting.

Family Relationships

There are no family relationships among the executive officers and directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stockequity securities to file reports of ownership and changes in ownership of our common stockequity securities with the SEC. Based on the information available to us during 2012,for 2014, we believe that all applicable Section 16(a) filing requirements were met on a timely basis except that Mr. Honig had fivefiled two late reports regarding a total of three transactions and six transactions that were not reported on a timely basis.Mr. Janke filed one late report regarding one transaction.

Director Compensation

The following table sets forth with respectcompensation paid to our non-employee directors in 2014.

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)(1)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Barry Honig		$	30,000	(2)		$	50,000			$	—			$	—			$	—			$	—			$	80,000
Alex Morrison		$	32,000	(3)		$	50,000			$	—			$	—			$	—			$	32,625			$	114,625

Our directors who are also our employees receive no fees for board service. Mr. Alfers is the only director who is also an employee. The compensation information inclusivefor all non-employee directors includes a $25,000 annual cash retainer and a $1,000 cash fee for attendance at each Board meeting. Non-employee directors also receive annual grants of equity awards and payments made inrestricted stock units, vesting on the year end December 31, 2012. All compensation paid to Stephen Alfers, our Chief Executive Officer and Chairmanfirst anniversary of the Board of Directors and David Rector, our former President, is included in the summary compensation table under “Executive Compensation” below.

(1)Amounts represent the aggregate grant date, fairand equal in value for fiscal year 2012when granted to $50,000. For each vested restricted stock unit the non-employee director is entitled to receive one unrestricted share of stock options granted in 2012 under ASC Topic 718.  For information regarding assumptions used to compute grant date fair market value with respect to the option grants, see Note 2 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2012. The actual value realized by the director with respect to option awards will depend on the difference between the market value of our common stock onupon termination of the date the option is exercised and the exercise price.

(2)The fee amount shown is pro-rated portion of Mr. Morrison’s 2012 annual retainer fee of $25,000 and also includes $1,000 earned for a December 15, 2012 Board of Director’s Meeting.

Except for the compensation described above, we have not had formal compensation arrangements in place for members ofdirector’s service on our Board of Directors. We may develop formal compensation plansOur directors are also eligible to receive other equity awards, including stock options, under our equity incentive plans.

When the Board establishes standing committees, directors will receive a $1,000 cash fee for our directors in order to attract qualified personsattendance at all committee meetings, and to retain them. We expect that the formal compensation arrangements may be comprised of a combination of cash and equity awards.

On October 1, 2010, we granted to Mr. Honig options to purchase 400,000 shares of common stock at an exercise price of $0.60 per share. The options vest in three equal installments on eachchairs of the first, secondAudit, Compensation and third anniversaryCorporate Governance and Nominating committees will receive annual cash retainers of the grant date.

On April 6, 2012, we entered into a consulting agreement with Mr. Honig pursuant to which Mr. Honig would provide certain consulting services relating to business development, corporate structure, strategic$15,000, $10,000 and business planning, selecting management and other functions reasonably necessary for advancing the business of the Company. The Consulting Agreement has an initial term of three years, subject to renewal. In consideration for the services, we agreed to pay Mr. Honig the following consideration:$7,500 respectively.

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On June 18, 2012, we issued options to purchase 1,000,000 shares of Common Stock at an exercise price of $0.34 per share to Mr. Honig, which vested in full upon issuance. Additionally, on June 18, 2012, we issued a restricted stock grant of 3,000,000 shares of Common Stock to Mr. Honig, which vest in three equal annual installments beginning one year from the date of issuance, subject to acceleration under certain events, including a change of control.

Since joining the Board of Directors on November 19, 2012, Mr. Morrison has received an annual retainer fee of $25,000 and a $1,000 fee for every meeting Mr. Morrison attends.  There is no formal agreement for this arrangement.

On February 12, 2013, we granted Mr. Morrison 1,000,000 shares of restricted stock, vesting as follows: 333,334 shares on February 12, 2014, 333,333 shares on February 12, 2015 and 333,333 shares on February 12, 2016, subject to acceleration or forfeiture in certain circumstances, including upon a change of control.

EXECUTIVE OFFICERS

Executive Officers of Pershing Gold

Name		Age		Position
Name		Age		Position
Stephen Alfers		67 69		Chief Executive Officer, President and Chairman
Debra Struhsacker		62		Senior Vice President
Timothy Janke		63		Chief Operating Officer
Eric Alexander		47 48		Vice President of Finance and Controller
Debra Struhsacker		60		Corporate Vice President

Stephen Alfers.  Please see “PROPOSAL 1 — ELECTION OF DIRECTORS — Nominees for Election — Stephen Alfers” for biographical information regarding Mr. Alfers.

Stephen AlfersDebra Struhsacker..  Mr. Alfers  Ms. Struhsacker was appointed as our Chief Executive OfficerCorporate Vice President in September 2013, and Chairman on February 9, 2012. Mr. Alfers was appointed as ournamed Senior Vice President on August 6, 2012. Mr. Alfersin September 2014. From June 2006 until joining the Company, Ms. Struhsacker was the principal of her own consulting business, providing management, coordination and execution of environmental permitting strategies and other environmental, regulatory, governmental and community relations issues to mining companies. She has provided consulting services to the Company at the Relief Canyon Project since October 2011. She served as the President and Chief of U.S. Operations of Franco-Nevada Corporation from 2010 to 2011 and its Vice President, (Legal) from 2007 to 2009. Mr. Alfers served as President of Franco-Nevada US Corporation, the wholly ownedU.S. Governmental and Regulatory Affairs for Kinross Gold USA, Inc., a subsidiary of Franco-Nevada Corporation, from 2010 to 2011. Mr. Alfers is the founder and has been President of Alfers Mining Consulting since 2007, which performs consulting services from time to time for mining and exploration companies and investors in these industries. Mr. Alfers served as the President and Chief Executive Officer of NewWest Gold Corporation, a publicly-traded Canadian corporation listed on the Toronto Stock Exchange, from 2006 to 2007. Mr. Alfers also served on the Board of Directors of NewWestKinross Gold Corporation, from 2005July 2003 to 2007. Mr. Alfers served as PresidentMay 2006, and Chief Executive Officerwas engaged in her own consulting business from April 1991 until June 2003. Ms. Struhsacker has over 25 years of the NewWest Resources Groupexperience in hardrock mining and environmental issues, including related public policy issues, permitting and reclamation. She has a B.A. in Geology and French from 2001 to 2005Wellesley College and as President and Chief Executive Officer of NewWest Gold Corporation, a privately-held Delaware Corporation, from 2005 to 2006. Mr. Alfers was the founder and managing partner of Alfers & Carver LLC from 1995 to 2001, a boutique natural resources law firm. Mr. Alfers received a J.D.M.S. in Geology from the University of Virginia, an M.A.Montana. Ms. Struhsacker is a certified professional geologist (Wyoming and American Institute of Professional Geologists).

Timothy Janke.  Mr. Janke was appointed Chief Operating Officer in Monetary PolicyAugust 2014. Since November 2010, Mr. Janke has been the president of his own consulting business providing mine operating and Public Financeevaluation services to several mining companies. Beginning in July 2012, he provided consulting services at the Relief Canyon Project advising the Company on mine start-up plans and related activities. From June 2010 to August 2014, Mr. Janke served as Vice President and Chief Operating Officer of Renaissance Gold, Inc. and its predecessor Auex Ventures, Inc. He was General Manager-Projects for Goldcorp Inc. and its predecessor Glamis Gold, Inc. from July 2009 to May 2010, Vice President and General Manager of the UniversityMarigold Mine from February 2006 to June 2009, and its Manager of Denver and a B.A. in EconomicsTechnical Services from the University of Denver.September 2004 to January 2006. Since August 2011, Mr. Alfers was chosen to beJanke has served as a director for Renaissance Gold. Mr. Janke has over 40 years of the Company based on his extensive mining industryengineering and operational experience and hisin the mining industry legal expertise.

industry. He has a B.S. in Mining Engineering from the Mackay School of Mines.

Eric Alexander.  Mr. Alexander was appointedjoined the Company in September 2012 as its Vice President of Finance and Controller and was appointed as the Company’s principal financial officer and principal accounting officer in SeptemberNovember 2012. Prior to the joining the Company, Mr. Alexander was the Corporate Controller for Sunshine Silver Mines Corporation, a privately held mining company with exploration and pre-development properties in Idaho and Mexico, from March 2011 to August 2012. He was a consultant to Hein & Associates LLP from August 2012 to September 2012 and a Manager with Hein & Associates LLP from July 2010 to March 2011. He served from July 2007 to May 2010 as the Corporate Controller for Golden Minerals Company (and its predecessor, Apex Silver Mines Limited), a publicly traded mining company with operations and exploration activities in South America and Mexico. He has over 2325 years of corporate, operational and business experience, and eight11 years of mining industry experience. In addition to working in the industry he also held the position of Senior Manager with the public accounting firm KPMG LLP, focusing on mining and energy clients. Mr. Alexander has a B.S. in Business Administration (concentrations in Accounting and Finance) from the State University of New York at Buffalo and is also a licensed CPA.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes the overall compensation earned over each of the past two fiscal years endedthrough December 31, 2012 by2014 of each of our named executive officers during fiscal 2012. The value attributable to any Option Awards and Stock Awards reflects the grant date fair values of stock awards calculated in accordance with FASB Accounting Standards Codification Topic 718.officers.

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Name and Principal Position		Year				Salary ($)				Bonus ($)				Option Awards ($)				Stock Awards ($)(1)				All Other Compensation ($)				Total ($)
Stephen Alfers Chief Executive Officer, President and Chairman			2014				350,000				350,000				—				—				—				700,000
			2013				275,000				350,000				—				—				—				625,000
Debra Struhsacker(2) Corporate Vice President			2014				200,000				125,000				—				74,200				—				399,200
			2013				54,760				100,000				—				35,000				515,238				704,998
Timothy Janke(3) Chief Operating Officer			2014				39,346				75,000				—				214,200				36,225				364,771
			2013				—				—				—				—				—				—
Eric Alexander Vice President Finance and Controller			2014				175,000				60,000				—				25,200				—				260,200
			2013				175,000				60,000				—				580,000				—				815,000

(1)Reflects the grant date fair values of stock awards calculated in accordance with FASB Accounting Standards Codification Topic 718 except that the amount shown assumes no forfeitures.  For information regarding assumptions used to compute grant date fair market value with respect to the option grants, see Note 2 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2012. The actual value realized by each officer with respect to option awards will depend on the difference between the market value of our common stock on the date the option is exercised and the exercise price.

(2)Mr. Alfers was appointed Chief Executive Officer and Chairman on February 29, 2012 and President on March 6, 2012.  The salary amount shown is pro-rated portion of his 2012 annual salary of $250,000.

(3)Mr. Alexander was appointed Vice President of Finance and Controller on November 21, 2012.  The salary amount shown is pro-rated portion of his 2012 annual salary of $175,000 from Mr. Alexander’s start date on September 24, 2012.

(4)Mr. Rector served as our President from May 12, 2011 to March 6, 2012 and as a director from August 8, 2011 to November 20, 2012.

(5)Mr. Wasserman served as our Chief Financial Officer from November 11, 2010 to November 19, 2012.  Since Mr. Wasserman was a consultant, he did not receive salary.

(1)

Reflects the grant date fair value of the Company’s common stock calculated in accordance with FASB ASC Topic 718. For information regarding the assumptions used to compute grant date fair market value, see Note 2 to the Company’s Audited Consolidated Financial Statements included in the Company’s 2014 annual report on Form 10-K.

(2)

Ms. Struhsacker joined the Company as Corporate Vice President on September 23, 2013 and her 2013 salary amount is a portion of her annual $200,000 salary pro-rated from her start date. All Other Compensation includes amounts paid to Ms. Struhsacker in 2013 prior to her joining the Company and is comprised of $132,738 in consulting fees and the $382,500 grant date fair value of 750,000 shares of restricted common stock granted on February 12, 2013.

(3)

Timothy Janke joined the Company as the Company’s Chief Operating Officer in August 2014, and his salary amount is a portion of his annual $100,000 salary pro-rated from his start date. Mr. Janke devotes approximately half of his time to serving as Chief Operating Officer. All Other Compensation includes $36,225 in consulting fees paid to Mr. Janke in 2014 prior to his appointment as Chief Operating Officer.

Agreements with Executive Officers

Stephen Alfers

We entered into an employment agreement with StephenMr. Alfers on February 9, 2012 which was amended on February 8, 2013, pursuant to whichthat provides that Mr. Alfers shallwill serve as our Chief Executive Officer until December 31, 2015, subject to renewal. Pursuant toUnder the terms of his employment agreement, Mr. Alfers is entitled to a base salary of $250,000 per year, subject to increase at the discretion of the Board, and was issued (i) 12,000,000 restricted shares of the Company’s restricted common stock and (ii) ana ten year option to purchase 10,000,000 shares of the Company’s common stock with a term of ten years andat an exercise price of $0.49 per share.

The 12,000,000 shares Under the employment agreement, as amended to date, the vesting schedule of the Company’s restricted common stock vestgrant is as follows: 6,000,000 shares vested on December 26, 2013; 3,000,000 shares two years from the date of the employment agreement; 6,000,000 sharesvested on March 14,February 9, 2014; and 3,000,000 shares three

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Indemnification Agreements

In February 2013,2014, the Company entered into indemnification agreements with ourits directors and executive officers providing for indemnification against all expenses, judgments, fines and amounts paid in settlement incurred by such indemnitee in connection with any threatened, pending or completed action, suit, alternative dispute resolution mechanism or proceeding to which indemnitee was or is a party or is threatened to be made a party by reason of the fact that indemnitee is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another enterprise, to the fullest extent permitted by Nevada law. The indemnification agreements also provide for the advancement of expenses (including attorneys’ fees) incurred by the indemnitee in connection with any action, suit, alternative dispute resolution mechanism or proceeding (subject to the terms and conditions set forth therein). The indemnification agreements contain certain exclusions, including proceedings initiated by the indemnitee unless such advancement is specifically approved by a majority of our disinterested directors. The Company expects that it will enter into similar indemnification agreements with any new directors and executive officers.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information on the holdings of equity awards of our named executive officers at December 31, 2012.2014. This table includes unexercised and unvested options and equity awards. Each outstanding award is shown separately for each named executive officer.

(1)Options granted under executive employment agreement dated February 9, 2012.  The options vested in full upon issuance.

(2)Restricted shares granted under executive employment agreement dated February 9, 2012. The shares vest as follows: (i) 3,000,000 shares of restricted stock vest on February 9, 2014, (ii) 6,000,000 shares of restricted stock vest on March 14, 2014, and (iii) 3,000,000 shares of restricted stock vest on February 9, 2015,Vesting schedules are subject to acceleration underor forfeiture in certain events,circumstances, including a change of control.

(3)Options granted on June 18, 2012.  The options vested in full upon issuance.

(4)Restricted stock granted on June 18, 2012.  The 1,107,490 shares of restricted stock were granted to Mr. Alfers pursuant to the Company’s 2012 Equity Incentive Plan.  The shares vest as follows: (i) 33.33% on March 14, 2014, (ii) 33.33% on June 18, 2014, and (iii) 33.34% on June 18, 2015, subject to acceleration under certain events, including a change of control.

(5)Restricted stock granted on June 18, 2012.  The 3,892,510 shares of restricted stock were granted to Mr. Alfers pursuant to an individual equity incentive plan, but subject to the same terms of the Company’s 2012 Equity Incentive Plan.  The shares vest as follows: (i) 33.33% on March 14, 2014, (ii) 33.33% on June 18, 2014, and (iii) 33.34% on June 18, 2015, subject to acceleration under certain events, including a change of control.

(6)Restricted stock granted under revised offer letter dated November 21, 2012.  The 44,300 shares of restricted stock were granted to Mr. Alexander pursuant to the Company’s 2012 Equity Incentive Plan.  The shares vest as follows:  (i) 33.33% on March 14, 2014, (ii) 33.33% on November 30, 2014, and (iii) 33.34% on November 30, 2015, subject to acceleration under certain events, including a change of control.

(7)Restricted stock granted under revised offer letter dated November 21, 2012.  The 155,700 shares of restricted stock were granted to Mr. Alexander pursuant to an individual equity incentive plan, but subject to the same terms of the Company’s 2012 Equity Incentive Plan.  The shares vest as follows:  (i) 33.33% on March 14, 2014, (ii) 33.33% on November 30, 2014, and (iii) 33.34% on November 30, 2015, subject to acceleration under certain events, including a change of control.

(8)Options granted on June 18, 2012.  The options vested on December 31, 2012.  The expiration date of the stock options is June 18, 2022; however, pursuant to the Amendment to Non-Qualified Stock Option Agreement March 28, 2013, the post-termination exercise period expires on December 31, 2013.

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Option awards																						Stock awards
Name		Number of securities underlying unexercised options (#) Exercisable				Number of securities underlying unexercised options (#) Unexercisable				Equity incentive plan awards: number of securities underlying unexercised unearned options (#)				Option exercise price ($)				Option expiration date				Number of shares or units of stock that have not vested (#)				Market value of shares or units of stock that have not vested ($)				Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)				Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1)
Stephen Alfers			10,000,000				—				—			$	0.49				2/9/22				—				—				6,333,500	(2)		$	1,836,715
			5,000,000				—				—			$	0.34				6/17/22				—				—				—				—
Debra Struhsacker			400,000				—				—			$	0.45				3/6/22				—				—				831,660	(3)		$	241,181
			400,000				—				—			$	0.34				6/17/22				—				—				—				—
Timothy Janke			—				—				—				—				—				—				—				1,165,000	(4)		$	337,850
Eric Alexander			—				—				—				—				—				—				—				956,666	(5)		$	277,433

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Shares and 697,200 shares of common stock issuable upon exercise of warrants received in connection with the issuance of the Series E Convertible Preferred Stock, all of which are held by GRQ Consultants, Inc. Defined Benefit Plan (“GRQ Defined”).

(vi) Mr. Honig is the trustee of GRQ 401K, GRQ Roth 401K and GRQ Defined and President of GRQ Consultants, and, in such capacities, has voting and dispositive power over the securities held by GRQ 401K, GRQ 401K, GRQ Defined and GRQ Consultants.

(8)     Excludes 1,628,000 shares of common stock held by ALAN S HONIG C/F HARRISON JAMES HONIG UTMA FL, 400,000 shares of common stock held by ALAN S HONIG C/F RYAN HONIG UTMA FL, 400,000 shares of commons stock held by ALAN HONIG C/F CAMERON HONIG UTMA FL, and 400,000 shares of common stock held by ALAN S HONIG C/F JACOB HONIG UTMA FL, all of which Mr. Honig’s father, as custodian, has voting and dispositive power over shares held by such accounts. Mr. Honig exercises no investment or voting power and disclaims beneficial ownership of the shares owned by accounts for which his father is custodian.

(9)     Represents 1,000,000 shares of restricted stock which has not vested but over which Mr. Morrison exercises voting power.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review of Related Person Transactions

We do not have a formal written policy for the review and approval of transactions with related parties. Our Board of Directors is responsible for reviewing and approving or ratifying related-persons transactions. We annually require each of our directors and executive officers to complete a directors’ or officers’ questionnaire, respectively, that elicits information about related party transactions. Our Board of Directors and legal counsel annually review all transactions and relationships disclosed in the directors’ and officers’ questionnaires, and the Board of Directors makes a formal determination regarding each director’s independence. If thea transaction were to present a conflict of interest, the Board of Directors would determine the appropriate response.

Related Person Transactions

We have entered into agreements and arrangements with our executive officers and directors that are more fully described above under “Executive Compensation — Agreements with Executive Officers”, Executive“Executive Compensation — Indemnification Agreements”, and “Director Compensation”.

Transactions with Levon Resources

On October 15, 2014, the Company entered into a Share Purchase Agreement and a Subscription Agreement with Levon Resources Ltd. (“Levon Resources”). The Share Purchase Agreement and Subscription Agreement provided for the sale to Levon Resources of 35,178,572 shares of the Company’s common stock for $0.28 per share, or $9,850,000 in the aggregate. The transaction was completed and the shares were issued on October 20, 2014. Immediately following the sale, Levon Resources beneficially owned approximately 9.9% of our outstanding common stock. The sale and exchange were completed on equivalent terms to other investors purchasing in the private placement.

Transactions with Frost Gamma

On FebruaryJuly 23, 2012, we issued 600,0002014, the Company entered into a Unit Purchase Agreement and a Subscription Agreement with Frost Gamma Investments Trust (“Frost Gamma”). The Unit Purchase Agreement and Subscription Agreement provided for the sale to Frost Gamma of 441,177 units of common stock and warrants, with each unit consisting of one share of common stock and a warrant to purchase 0.4 shares of our Series D Convertible Preferred Stock and warrants to purchase an aggregate of 5,250,000 shares of our common stock, athaving an exercise price of $0.40 per share for an aggregate$0.45, at a purchase price of $600,000$0.34 per unit. The transaction was completed and the shares and warrants were issued on July 30, 2014. The sale and exchange were completed on equivalent terms to Frost Gamma.

On March 29, 2012, Frost Gamma exercised certain warrants on a cashless basis and received 2,967,143 shares of our common stock (using a VWAP (as defined in such warrants) of $0.919 for this calculation) sixty one (61) days from the date of exercise.

On March 30, 2012, Frost Gamma fully converted certain indebtednessother investors purchasing in the then current principal amount of $4,515,604 and accrued and unpaid interest thereon and received 4,546,345 shares of our Series D Convertible Preferred Stock. The conversion price was at $1.00 per share (the stated value of the Series D Convertible Preferred Stock). As an inducement to fully convert such indebtedness, Frost Gamma also received an additional 940,623 shares of our Series D Convertible Preferred Stock.private placement.

On March 30, 2012, Frost Gamma fully converted certain indebtedness in the then current principal amount of $4,515,604 and accrued and unpaid interest thereon and received 4,546,345 shares of our Series D Convertible Preferred Stock. The conversion price was at $1.00 per share (the stated value of the Series D Convertible Preferred

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Stock). As an inducement to fully convert such indebtedness, Frost Gamma also received an additional 940,623 shares of our Series D Convertible Preferred Stock.

On June 19, 2012, we entered into a Conversion Agreement with Frost Gamma whereby Frost Gamma agreed to convert agreed to convert 3,284,396 shares of the our Series C Preferred Stock (representing 100% of our Series C Preferred Stock outstanding) into 10,263,738 shares of Common Stock and 6,086,968 shares of Series D Preferred Stock (representing 100% of our issued and outstanding Series D Preferred Stock) into 19,021,775 shares of Common Stock. In connection with, and as further consideration for, the foregoing conversion, we issued Frost Gamma an additional 3,000,000 shares of Common Stock. The Series C Preferred Stock and Series D Preferred Stock are governed by certain beneficial ownership blockers preventing the holder from converting such securities to the extent such conversion would cause the holder to beneficially hold in excess of 9.99% of our issued and outstanding Common Stock. Pursuant to the terms of the Conversion Agreement, Frost Gamma provided 61 days’ notice of the waiver of such beneficial ownership blockers and accordingly, Frost Gamma will only receive such number of shares as would cause it to beneficially own 9.99% of our Common Stock and will receive and beneficially own the balance of such shares of Common Stock in 61 days.

On June 19, 2012, we entered into a Conversion Agreement with Frost Gamma whereby Frost Gamma agreed to convert 3,284,396 shares of the our Series C Preferred Stock (representing 100% of our Series C Preferred Stock outstanding) into 10,263,738 shares of Common Stock and 6,086,968 shares of Series D Preferred Stock (representing 100% of our issued and outstanding Series D Preferred Stock) into 19,021,775 shares of Common Stock. In connection with, and as further consideration for, the foregoing conversion, we issued Frost Gamma an additional 3,000,000 shares of Common Stock. The Series C Preferred Stock and Series D Preferred Stock are governed by certain beneficial ownership blockers preventing the holder from converting such securities to the extent such conversion would cause the holder to beneficially hold in excess of 9.99% of our issued and outstanding Common Stock. Pursuant to the terms of the Conversion Agreement, Frost Gamma provided 61 days’ notice of the waiver of such beneficial ownership blockers and accordingly, Frost Gamma will only receive such number of shares as would cause it to beneficially own 9.99% of our Common Stock and will receive and beneficially own the balance of such shares of Common Stock in 61 days.

Transactions or Relationships with or involving Mr. Honig

As of December 31, 2012, Continental Resources Group, Inc. owned 76,095,215 shares, or approximately 28.58% of our common stock. From time to time since August 2011, we advanced an aggregate of $350,000 to Continental for its operating expenses. As of the date hereof, Continental has been liquidated and approximately $518,000 of this debt remains outstanding. Mr. Honig, a member of our Board of Directors, was the largest shareholder of Continental and beneficially owned 12,194,236 shares, or 12.8%, of Continental prior to its liquidation in March 2013. In addition, 3,535,000 shares of Continental were owned by various Uniform Transfer to Minor Act accounts for which Mr. Honig’s father is custodian. Mr. Honig exercised no investment or voting power and disclaimed beneficial ownership of the shares owned in the name of his father or by accounts for which his father is custodian. Although Mr. Honig disclaimed beneficial ownership of such shares, if aggregated, the percent of class represented by the aggregate amount beneficially owned and the excluded shares would have totaled 16.69% of Continental Resources Group, Inc.’s issued and outstanding shares.

In October 2012, the Company entered into an Assignment of Rights and Assumption of Obligation Agreement with Mr. Honig whereby the Company assigned and transferred the rights arising under the Separation Agreement and General Release executed on March 28, 2011 and Agreement for Payment of Future Proceeds executed in April 2011 (collectively the “Separation Agreements”). The Separation Agreements were executed in connection with debts and obligations owed by Gregory Cohen, the former President of the Company. In consideration for the assumption by Mr. Honig of all obligations owned by the Company under the Separation Agreements, Mr. Honig reduced the Company’s outstanding principal note due to him by $33,500. The Company’s outstanding principal note due to Mr. Honig has since been exchanged for 652 shares of Series E preferred stock and warrants to purchase 782,400 shares of common stock in August 2013, as discussed below.

On December 3, 2012, we sold 3,409,091 shares of common stock and warrants to purchase 1,363,637 shares of common stock to Barry Honig in a private placement, for a purchase price of $1,124,999.91. The warrants are exercisable immediately at an exercise price of $0.50 per share and will expire on December 7, 2015, subject to acceleration in certain events including a change in control.

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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as amended, filed with the Securities and Exchange Commission (including exhibits) and our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 20132014 filed with the Securities and Exchange Commission (including exhibits) will be provided at no charge to any stockholder entitled to vote at the Annual and Special Meeting by first class mail within one business day of receipt of written request to: Pershing Gold Corporation, 1658 Cole Blvd., Bldg.Boulevard, Building 6, Suite 210, Lakewood, CO 80401, attention: Corporate Secretary,, or by calling: (877) 705-9357.(720) 974-7248.