TABLE OF CONTENTS

Who may attend the meeting?

All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. If you are not a stockholder of record but hold shares through a broker, bank or other holder of record (i.e., in street name) and wish to attend the meeting, you will need to provide proof of beneficial ownership on the record date, such as your most recent account statement as of October 23, 2014,2017, a copy of the voting instruction card provided by your broker, bank or other holder of record, or other similar evidence of ownership. Registration and seating will begin at 9:3000 a.m., Denver time. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

-2-

If I am a stockholder of record, how do I vote?

If you are a stockholder of record, you may vote by proxy using the enclosed proxy card, by Internet by visiting the website that appears on the proxy card, by telephone by calling the number that appears on the proxy card, or in person at the Annual and Special Meeting. To ensure that your vote is counted, even if you plan to attend the Annual and Special Meeting, we recommend that you submit your proxy or voting instructions prior to the meeting as described below so that your vote will be counted if you later decide not to attend the meeting.

To vote your shares of common stock or preferred stock by using the enclosed proxy card, please fill out the proxy card included with the materials, or call the toll freetoll-free number or visit the website found on the proxy card.

If I am a beneficial owner of shareshares held in street name, how do I vote?

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received from that organization, rather than from Pershing Gold, a proxyvoting instruction card and voting instructions with these proxy materials. You may vote by proxy usingsubmitting voting instructions to your broker, bank or other holder of record. For directions on how to vote, please refer to the enclosed proxyvoting instruction card provided by your broker, bank or other holder of record.

If you do return your voting instruction card, but do not provide instructions to your broker or nominee regarding how to vote your shares, your shares will be counted in person atdetermining whether there is a quorum, but the Annual and Special Meeting. broker or nominee is not permitted to vote your shares except on matters that are determined to be routine. The ratification of the independent auditor is a routine matter. If a proposal is a non-routine matter, a broker or nominee may not vote the shares on the proposal without receiving instructions from the beneficial owner of the shares. The election of directors is not considered to be a routine matter.

You may vote in person at the meeting only if you obtain a legal proxy from the broker, bank or other holder of record that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual and Special Meeting, we recommend that you submit your proxy or voting instructions to the record holder prior to the meeting as described belowabove so that your vote will be counted if you later decide not to attend the meeting.

If you do not plan to attend the Annual and Special Meeting, you may vote by submitting voting instructions to your broker, bank or other holder of record. For directions on how to vote, please refer to the instructions included in the Notice of Annual and Special Meeting of Stockholders or, for shares held beneficially in street name, the voting instruction card provided by your broker, bank or other holder of record.

If you do not tell your broker or nominee how to vote your shares, your shares will be counted in determining whether there is a quorum, but the nominee is not permitted to vote your shares except on matters that are determined to be routine. If a proposal is a non-routine matter, a broker or nominee may not vote the shares on the proposal without receiving instructions from the beneficial owner of the shares. None of the matters to be considered at the Annual and Special Meeting are considered to be routine.

May I change my vote or revoke my proxy after I return my proxy card?

Yes. Even after you have submitted your proxy, you may change the votes you cast or revoke your proxy at any time before the votes are cast at the meeting by: (1) delivering a written notice of your revocation to our Corporate Secretary at our principal executive office located at 1658 Cole Boulevard, Building 6, Suite 210, Lakewood, CO 80401; (2) executing and delivering a later dated proxy card; or (3) by the Internet or telephone by following the voting instructions provided in the Notice of Annual and Special Meeting of Stockholders. In addition, the powers of the proxy holders to vote your stock will be suspended if you attend the meeting in person and so request, although attendance at the meeting will not by itself revoke a previously granted proxy.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of a majority (over 50%) of the shares of our capital stock outstanding, including all common stock outstanding and entitled to vote, including the Series E preferred stock voting on an as-converted basis, as of the record date will constitute a quorum. There must be a quorum for any action to be taken at the meeting (other than an adjournment or postponement of the meeting). If you properly submit a

TABLE OF CONTENTS

proxy, even if you abstain from voting, then your shares will be counted for purposes of determining the presence of a quorum. If a broker or bank indicates on a proxy that it lacks discretionary authority as to certain shares to vote on a particular matter, commonly referred to as “broker non-votes,” those shares will still be counted for purposes of determining the presence of a quorum at the meeting.

Under the rules of the NASDAQ Stock Market LLC (“Nasdaq”), a broker or bank with uninstructed shares proxy may generally vote as the broker or bank determines in its discretion on behalf of the beneficial owner on routine matters, but cannot vote on non-routine matters, the latter of which results in “broker non-votes.” Under Nasdaq rules, proposal one involves a non-routine matter, and without your instruction, your broker cannot vote your shares on this matter. Accordingly, broker non-votes are expected. No broker non-votes are expected for proposal two as it involves a matter considered to be routine.

-3-

What vote is required to approve each item?

Election of Directors. In the election of directors, three (3)five (5) candidates will be elected by a plurality of affirmative votes present in person or by proxy at the Annual and Special Meeting and entitled to vote on the election of directors. That is,directors, meaning that the three (3)five (5) candidates that receive the highest number of affirmative votes will be elected to serve on our Board of Directors. Abstentions and “brokerWithheld votes are not counted towards the achievement of a plurality. “Broker non-votes” count as votes againsthave no effect on the proposal.outcome of the vote.

Increase NumberRatification of Authorized Shares of Common Stock.KBL, LLP. The amendment to our Amended and Restated Articles of Incorporation to increase the number of shares of common stock authorized to be issued by Pershing Gold to 800,000,000 shares must receive the affirmative vote of a majority of the aggregate voting power of the issued and outstanding shares of our common stock and Series E preferred stock votingvotes cast on an as-converted to common stock basis.this proposal will be required for ratification. Abstentions and “broker non-votes” count as votes against the proposal.

Reverse Stock Split.  The extension of the Board of Directors’ authority to effect a reverse stock split of our outstanding common stock must receive the affirmative vote of a majority of the aggregate voting power of the issued and outstanding shares of our common stock and Series E preferred stock voting on an as-converted to common stock basis. Abstentions and “broker non-votes” count as votes against the proposal.

Reduce Number of Authorized Shares of Common Stock.  The amendment to our Amended and Restated Articles of Incorporation to reduceare not counted for determining the number of shares of common stock authorized to be issued by Pershing Gold to 200,000,000 shares in the event that the proposed reverse splitvotes cast for or against this proposal, although because this is approved and effected must receive the affirmative vote of a majority of the aggregate voting power of the issued and outstanding shares of our common stock and Series E preferred stock voting on an as-converted to common stock basis. Abstentions androutine matter, no “broker non-votes” count as votes against the proposal.are expected.

How may I vote on each of the proposals?

In the election of directors, you may voteFOR any one or more, or all, of the nominees, or your vote may beWITHHELD with respect to any one or more, or all, of the nominees.

For the amendment to our Amended and Restated Articlesratification of Incorporation to increase the number of shares of common stock authorized to 800,000,000 shares,KBL, LLP, you may voteFOR orAGAINST the proposal, or you may indicate that you wish toABSTAIN from voting on the proposal.

For the extension of the period in which the Board of Directors is authorized to effect a reverse split of our outstanding common stock, you may voteFOR orAGAINST the proposal, or you may indicate that you wish toABSTAIN from voting on the proposal.

For the amendment to our Amended and Restated Articles of Incorporation to reduce the number of shares of common stock authorized to 200,000,000 shares in the event that the proposed reverse split is approved and effected, you may voteFOR orAGAINST the proposal, or you may indicate that you wish toABSTAIN from voting on the proposal.

Who will count the proxy votes?

Votes will be tabulated by Alliance Advisors, LLC.

How will voting on any other business be conducted?

We do not expect any matters to be presented for a vote at the meeting other than the matters described in this Proxy Statement. If any matters are properly brought before the meeting, the persons named on the enclosed proxy card will vote on such matters in accordance with their best judgment.

TABLE OF CONTENTS

What rights of appraisal or similar rights of dissenters do I have with respect to any matter to be acted upon at the meeting?

Under Nevada law, stockholders of the Company do not have the right to dissent and obtain an appraisal of their shares with respect to the proposed actions described in this Proxy Statement.

Who will bear the cost of this proxy solicitation?

The cost of this proxy solicitation will be borne by Pershing Gold. In addition to solicitation by mail, our officers, directors and employees may solicit proxies by telephone, email, or in person. We will also request banks and brokers to solicit their customers who have a beneficial interest in our common stock registered in the names of nominees, and we willmay reimburse banks and brokers for their reasonable out-of-pocket expenses in so doing.

How can I find out the results of the voting at the Annual and Special Meeting?

Preliminary voting results will be announced at the Annual and Special Meeting. Final voting results will be published by the Company in a Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission within the four business days following the Annual and Special Meeting.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

The Board of Directors unanimously recommends that the Company’s stockholders vote FOR the election of the following threefive nominees:

Stephen Alfers

Barry Honig
Edward Karr
Alex Morrison
Pamela Saxton

The Board of Directors,upon the recommendation of the Corporate Governance and Nominating Committee, has nominated for election at the Annual Meeting Ms. Saxton and Special Meeting Messrs. Alfers, Honig, Karr, and Morrison to serve until the next annual meeting of the Company’s stockholders and until their successors are elected and qualified. Each nominee isMs. Saxton and Messrs. Alfers, Honig, Karr and Morrison are currently a directordirectors of Pershing GoldGold. Ms. Saxton and hasMessrs. Alfers, Honig, Karr and Morrison have consented to being named as a nominee.nominees.

The following table sets forth the name, residence, age, and current positions of each nominee:

Name and Residence		Age
Name and Residence		Age		Position
Stephen Alfers(1) Colorado, USA		6871		Director, Chairman of the Board of Directors
Barry Honig Florida, USA		4346		Director
Edward Karr, Geneva, Switzerland		48		Director
Alex Morrison Colorado, USA		5154		Director
Pamela Saxton Colorado, USA		65		Director

_________________________

Information regarding each nominee is set forth below, based upon information furnished to us by the nominee.

Nominees for Election

Stephen Alfers. Mr. Alfers was appointedhas served as our Chief Executive Officer and Chairman onsince February 9, 2012. Mr. Alfers was appointed2012 and as our President onsince August 6, 2012. Mr. Alfers served as the President and Chief of U.S. Operations of Franco-Nevada Corporation from January 2010 to September 2011 and as its Vice President (Legal) from December 2007 to December 2009. Mr. Alfers served as President of Franco-Nevada US Corporation, the wholly owned subsidiary of Franco-Nevada Corporation, from 2010 to 2011. Mr. Alfers is the founder and, since 2007, has beenthe President of Alfers Mining Consulting, which performs consulting services from time to time for mining and exploration companies and investors in these industries.industries, including providing continuing services from time to time for Franco-Nevada Corporation, with Mr. Alfers serving as an officer and director of certain of the U.S. subsidiaries of Franco-Nevada Corporation. Mr. Alfers served as the President and Chief Executive Officer of NewWest Gold Corporation, a publicly-tradedpublicly traded Canadian corporation listed on the Toronto Stock Exchange, from 2006 to 2007. Mr. Alfers also served on the Boardboard of Directorsdirectors of NewWest Gold

TABLE OF CONTENTS

Corporation from 2005 to 2007. Mr. Alfers served as President and Chief Executive Officer of the NewWest Resources Group from 2001 to 2005 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 offounded Alfers & Carver LLC, from 1995 to 2001, a boutique natural resources law firm.firm, in 1995, and served as its managing partner from 1995 to 2001. Mr. Alfers received a J.D. from the University of Virginia, an M.A. in Monetary Policy and Public Finance from the University of Denver and a B.A. in Economics from the University of Denver. Mr. Alfers was chosen to be a director of the Company based on his extensive mining industry and operational experience, and his mining industry legal expertise. Mr. Alfers is currently the chair of the Technical Committee.

Barry HonigHonig.. Mr. Honig has served as a director of our company since September 29, 2010. Mr. Honig was appointed2010, serving as our Co-Chairman onfrom September 29, 2010 to September 2011 and served as our Chairman from September 2, 2011 to February 9, 2012. Since January 2004, Mr. Honig has been the President of GRQ Consultants, Inc., and isacting as a private investor and consultant to early stage companies. Mr. Honig’s expertise includes early stage company capital restructuring, debt financing, capital introductions, and mergers and acquisitions. Mr. Honig sits on the board of several private companies. In addition, Mr. Honig has served as director and co-Chairman of Chromadex Corporation sincefrom October 2011 to February 2015, and served as director and co-Chairman of InterCLICK, Inc. from August 2007 through December 2011. Mr. Honig was appointedalso served as CEO and Chairman of the co-Chairmanboard of Chromadex Corp.directors of Majesco Entertainment from September 2015 to December 2016, and has served on October 14, 2011.the board of directors of Levon Resources Ltd. since July 2015, currently serving as Chairman. Mr. Honig was selected to serve as oura 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. Mr. Honig is a member of the Compensation Committee and the Technical Committee.

Edward Karr. Mr. Karr was appointed to the Board of Directors in June 2015. Mr. Karr is an international entrepreneur and the founder of several investment management and investment banking firms based in Geneva, Switzerland. Since April 2016, he has been President and CEO of U.S. Gold Corp., a junior exploration company. From 2005 to June 2015, Mr. Karr was the Chief Executive Officer of RAMPartners SA, an investment advisory firm based in Geneva, Switzerland. Mr. Karr was also Managing Director of Strategic Asset Management SA and Managing Director of Strategic Swiss Advisors Sàrl, both Swiss asset management companies, from February 2013 to December 2015.Mr. Karr served as a director of Spherix Corporation from November 2012 to December 2014 and he served as a Director of Majesco Entertainment from September 2015 to December 2016. He is currently on the boards of Levon Resources Ltd. and U.S. Gold Corp. (formerly Dataram Corporation), and serves as chairman of the audit committees of Levon Resources Ltd. Mr. Karr previously worked for Prudential Securities in the United States. He has been in the financial services industry for over twenty years. Before his entry into the financial services arena, Mr. Karr was affiliated with the United States Antarctic Program and spent thirteen consecutive months working in Antarctica, receiving the Antarctic Service Medal. Mr. Karr studied at Embry-Riddle Aeronautical University, Lansdowne College in London, England and received a B.S. in Economics/Finance with Honors (magna cum laude) from Southern New Hampshire University. He is an Executive Committee member, past President and current Nominating Committee Chair of the American International Club of Geneva. Mr. Karr was selected to serve as a director due to his experience in capital markets and financial expertise. Mr. Karr is currently a member of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee.

Alex Morrison. Mr. Morrison has served as a director of our company since November 19, 2012. Mr. Morrison is a mining executive, chartered professional accountant (chartered accountant) and certified public accountant with over 2630 years of experience in the mining industry. He currently serves on the boards of Detour Gold Corporation, Gold Resource Corporation, Gold Standard Ventures Corp., 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 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 — APPROVAL TO INCREASE NUMBER OF AUTHORIZED SHARES

The Board of Directors unanimously recommends that Mr. Morrison is currently the Company’s stockholders vote FOR the approval of the proposal to authorize the Board of Directors to amend our Amended and Restated Articles of Incorporation to increase the number of shares of common stock authorized to be issued by the Company to 800,000,000 shares.

General

The Company’s Board of Directors has unanimously adopted a resolution approving, declaring advisable and recommending to stockholders for their approval an amendment to the Company’s Amended and Restated Articles of Incorporation increasing the total number of shares of its authorized common stock from 500,000,000 shares to 800,000,000 shares.

The text of the proposed amendment to the Company’s Amended and Restated Articles of Incorporation is attached as Annex A to this Proxy Statement. The proposed amendment will become effective upon the filing of the amendment with the Nevada Secretary of State.

In the event this Proposal No. 2 is approved by the stockholders, the Company will be authorized to file the amendment with the Nevada Secretary of State, which will effect the increase in the number of authorized shares of common stock to 800,000,000 shares. If the Company’s Board of Directors later determines that the amendment is not in the best interest of the Company, it may at any time until the amendment is filed with the Nevada Secretary of State, by resolution, abandon the proposed amendment without further action by the

TABLE OF CONTENTS

stockholders. As detailed below under the heading “Currently Issued or Reserved Common Stock,” the number of shares of common stock that were issued and outstanding as of November 7, 2014 was 351,996,041 (plus an additional 103,978,657 reserved for issuance upon the exercise or conversion of options, warrants and convertible securities). The number of shares of common stock that we are currently authorized to issue is 500,000,000. In the event that the stockholders approve Proposal No. 3 and the reverse stock split is effected, and the stockholders approve Proposal No. 4, the number of shares of common stock that we will be authorized to issue will be reduced to 200,000,000 following the completion of the reverse split.

Reason for the Increase of Authorized Shares

The Company’s Board of Directors recommends approval of the proposed amendment so that the Company will have additional authorized but unissued and unreserved shares to permit the pursuit and effectuation of corporate transactions requiring the issuance of common stock in the future. Those transactions may include:

The Board of Directors believes that additional authorized shares should be available in the future in order to permit the Company to pursue the various transactions described above and to provide for its growth and financial stability. Many financing and others of the transactions described above arise under circumstances requiring prompt action and do not allow the necessary time to seek stockholder approval to authorize additional shares. The Board of Directors believes that it is very important for it to have the flexibility to be able to act promptly in the best interests of the Company and its stockholders when circumstances such as those described above arise.

The Company may pursue the acquisition from time to time of other mining companies, mining properties or interests in mining properties in the future. In the event the proposed increase in authorized shares of common stock is approved by stockholders, such future acquisitions may be effected for a consideration that includes the issuance of shares of the Company’s common stock, or other securities convertible into the Company’s common stock, in partial or full payment of the purchase price. The Company anticipates that the terms of any acquisitions in which it would issue shares will be determined through direct negotiations with the securities holders or controlling persons of the entities or properties being acquired. Factors taken into account in determining the terms may include cash flow, reserves and mineralized material, earnings power, quality of management, properties, market location and position, and growth potential. The Company has not entered into any agreements nor made any decisions with respect to the issuance of any shares in connection with any future acquisitions. If the Company determines to issue shares of common stock in connection with future acquisitions, the Company will not seek stockholder approval of such issuance unless required by our charter documents, applicable law or the rules of any stock exchange or other market on which our securities may then be listed.

Effect of the Increase of Authorized Shares

The additional shares of common stock will have the same rights as the presently authorized shares of common stock, including the right to cast one vote per share of common stock. Although the authorization of additional shares will not, in itself, have any effect on the rights of any holder of our common stock, the future issuance of additional shares of common stock (other than by way of a stock split or dividend) would have the effect of diluting the voting rights and ownership of the current holders of our common stock and could have the effect of diluting earnings per share and book value per share of existing stockholders.

TABLE OF CONTENTS

At present, the Board of Directors has no immediate plans to issue the additional shares of common stock to be authorized by Proposal No. 2. However, it is possible that some of these additional shares could be used in the future for various other purposes without further stockholder approval, except as such approval may be required in particular cases by our charter documents, applicable law or the rules of any stock exchange or other market on which our securities may then be listed. These potential purposes may include: raising capital, providing equity incentives to employees, officers or directors, establishing strategic relationships with other companies, and expanding the Company’s business and assets through the acquisition of other businesses or assets.

Risks of Non-Approval

If Proposal No. 2 is not approved, the ability of the Company to raise additional capital or undertake strategic acquisitions may be significantly constrained. As noted above under the heading “General,” the number of shares of common stock that were issued and outstanding as of November 7, 2014 was 351,996,041 (plus an additional 103,978,657 reserved for issuance upon the exercise or conversion of options, warrants and convertible securities), and number of shares of common stock that we are currently authorized to issue is 500,000,000. This leaves the Company with only approximately 44,025,302 shares of unissued, unreserved common stock, representing approximately 9% of the currently authorized shares of common stock. Many transactions which may result in the issuance of the Company’s common stock could require prompt action and may not allow the necessary time to seek stockholder approval to authorize additional shares. Without sufficient authorized common stock available, the Company may not be able to undertake such transactions. In addition, the limited availability of authorized but unissued shares may limit the Company’s ability to grant equity incentive compensation, such as restricted stock, restricted stock units and stock options, even if the Board of Directors determines that such grants are in the best interests of the Company. The Board of Directors has discussed making such grants during 2014, but no formal decisions have been made with respect to any equity incentive grants.

Currently Issued or Reserved Common Stock

The table below sets forth the number of shares of Pershing Gold common stock that will have been issued or reserved for future issuance:

Pershing Gold Corporation
Common Shares Issued or Reserved for Issuance
November 7, 2014

Outstanding Common Stock			351,996,041
Shares Issuable Upon Exercise of Options			32,600,000
Shares Issuable Upon Exercise of Warrants			38,054,543
Shares Issuable Upon Conversion of Series E Preferred Stock			33,324,114
Total Shares Reserved for Issuance			103,978,657
Total Shares of Common Stock Outstanding or Reserved for Issuance			455,974,698

Potential for Anti-Takeover Effect

Although the Board of Directors’ purpose for seeking an increase in the number of authorized shares of our common stock is not intended to discourage or prevent takeover attempts, it should be noted that authorized but unissued shares of common stock, if issued, could be used by incumbent directors to make it more difficult and thereby discourage an attempt to acquire control of the Company even though its stockholders might deem such an acquisition desirable. For example, the shares could be privately placed with purchasers who might support the Board of Directors in opposing a hostile take-over bid. The issuance of the new shares could also be used to dilute the stock ownership and voting power of a third party seeking to remove directors, replace incumbent directors, accomplish certain business transactions or alter or amend provisions of the Company’s Amended and Restated Articles of Incorporation. To the extent that it would impede any such attempts, the issuance of additional shares of common stock following effectiveness of the proposed amendment to the Company’s Amended and Restated Articles of Incorporation could potentially serve to perpetuate the existing management.

TABLE OF CONTENTS

PROPOSAL NO. 3 — APPROVAL TO EFFECT REVERSE STOCK SPLIT OF COMMON STOCK

The Board of Directors unanimously recommends that the Company’s stockholders vote FOR the approval of the proposal to extend for 12 months the period in which the Board of Directors is authorized to effect a reverse stock split of the outstanding shares of our common stock and to change the allowable exchange ratio to not less than 1-for-4 and not more than 1-for-25.

General

At the December 16, 2013 Annual and Special Meeting of the Stockholders, stockholders approved a proposal to authorize the Board of Directors to effect a reverse split of all of the Company’s common stock at a ratio of not less than 1-for-2 and not more than 1-for-25, with the exact ratio to be determined by the Board of Directors in its sole discretion. The period of authorization was limited to 12 months from the date of stockholder approval. The reverse split has not been effected, and it is unlikely to be effected prior to expiration of the 12 month authorization period approved by the Company’s stockholders.

The Board of Directors has approved and recommended to the stockholders a proposal to extend for 12 months the period in which the Board of Directors is authorized to effect a reverse stock split of all of our outstanding common stock. In addition, the Board of Directors modified the proposal submitted to the stockholders at the 2013 Annual and Special Meeting to change the low end of the range from “not less than 1-for-2” to “not less than 1-for-4” to ensure that the number of issued and outstanding shares of common stock following the proposed reverse split and the proposed reduction in the number of authorized shares of common stock (see Proposal No. 4) does not exceed the number of authorized shares of common stock following the proposed reduction described in Proposal No. 4. The Board of Directors approved and recommended the extension of the period for completion of the proposed reverse split at a ratio of not less than 1-for-4 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 the best interest of the Company and its stockholders, whether or not to effect the reverse split, and, if so, the number of our shares of common stock between and including 1-for-4 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:

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 (the “Effective Date”).

TABLE OF CONTENTS

Reasons for the Extension of the Period in which to Complete the Reverse Stock Split

For the reasons detailed below, the Board of Directors believes that the reverse stock split is desirable and in the best interests of the Company and its stockholders. As of the date of this Proxy Statement, the reverse split has not been effected, and it is unlikely that the reverse split would be effected prior to the expiration of the stockholders’ approval obtained at the 2013 Annual and Special Meeting of the Stockholders. The Board of Directors believes that it needs the flexibility to complete the reverse split at a time that fits with the Company’s other business objectives and strategies.

The Board of Directors believes that a reverse stock split could be desirable for two reasons. First, the Board believes that a reverse stock split could improve the marketability and liquidity of our common stock. Second, the Board of Directors believes that a reverse stock split could facilitate the listing of our common stock on a U.S. national securities exchange such as The NASDAQ Stock Market or the NYSE MKT.

The Board of Directors believes that the increased market price of our common stock expected as a result of implementing a reverse split could improve the marketability and liquidity of our stock and will encourage interest and trading in our stock. Theoretically, the number of shares outstanding and the share price should not, by themselves, affect the marketability of our common stock, the type of investor who acquires them, or our reputation in the financial community. However, in practice, this is not necessarily the case, as many investors look upon low-priced stocks as unduly speculative in nature and, as a matter of policy, avoid investment in such securities. The Board of Directors is aware of the reluctance of many leading brokerage firms to recommend low-priced stocks to their clients. Further, a variety of brokerage house policies and practices tend to discourage individual brokers within brokerage firms from dealing in low-priced stocks. Institutional investors typically are restricted from investing in companies whose stocks trade at less than five dollars per share. Stockbrokers may also be subject to restrictions on their ability to recommend stocks trading at less than five dollars per share because of the general presumption that such securities may be highly speculative. In addition, the structure of trading commissions tends to adversely affect holders of low-priced stocks because the brokerage commission on a sale of such securities generally represents a higher percentage of the sales price than the commission on a relatively higher-priced issue.

If the 12-month extension of the period for completion of the reverse split is approved by stockholders and the reverse split is implemented by the Board of Directors, the reverse split would be intended, in part, to result in a price level for our common stock that would increase investor interest and eliminate the resistance of brokerage firms and institutional investors. On November 7, 2014, the closing bid price for our common stock, as reported by the OTCQB Market, was $0.29 per share. No assurances can be given that the market price for our common stock would increase in the same proportion as the reverse split or, if increased, that such price would be maintained. In addition, no assurances can be given that the reverse split would increase the price of our common stock to a level in excess of the five dollar threshold discussed above or otherwise to a level that is attractive to brokerage houses and institutional investors.

In order to list our common stock on a U.S. national securities exchange such as The NASDAQ Stock Market or NYSE MKT, we must fulfill certain listing requirements. One of the listing standards requires stocks to have a minimum bid price. For example, The NASDAQ Stock Market requires a minimum share price of $4.00 per share and the NYSE MKT requires minimum share prices between $2.00 and $3.00 per share. A reverse stock split should initially result in an increase in the price per share of our common stock and substantially reduce the risk that a U.S. national securities exchange would decline to list our common stock on the basis of failure to meet such exchange’s minimum stock price. No assurances can be given that our application to have our common stock listed on a U.S. national securities exchange will be approved, or that, if our common stock is listed on a U.S. national securities exchange, we will be able to satisfy the maintenance requirements for continued listing.

Effects of the Reverse Split

If the reverse stock split is approved and implemented, the principal effect will be to proportionately decrease the number of outstanding shares of our common stock and to reduce the number of shares of common stock issuable upon conversion of the preferred stock, and exercise of stock options and warrants, based on the reverse stock split ratio selected by the Board of Directors. We are subject to the periodic reporting and other requirements of the Securities Exchange Act of 1934, as amended. Our common stock

TABLE OF CONTENTS

currently trades on the OTCQB Market. The reverse stock split would not affect the registration of our common stock under the Exchange Act or the quotation of our common stock on the OTCQB Market.

The reverse stock split would be effected simultaneously for all issued and outstanding shares of common stock and the exchange ratio would be the same for all issued and outstanding shares of common stock. The reverse stock split would affect all of our stockholders uniformly and would not affect any stockholder’s percentage ownership interests in the Company, except for negligible amounts resulting from the rounding up of fractional shares. After the reverse stock split, the shares of our common stock would have the same voting rights and rights to dividends and distributions and would be identical in all other respects to our common stock now authorized. The reverse stock split would not affect us continuing to be subject to the periodic reporting requirements of the Exchange Act. The reverse stock split is not intended to be, and would not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Exchange Act.

Proportionate voting rights and other rights and preferences of the holders of our common stock and preferred stock would not be affected by the proposed reverse stock split (except for negligible amounts resulting from the rounding up of fractional shares). For example, a holder of 2% of the voting power of the outstanding shares of our common stock immediately prior to the effectiveness of the reverse stock split would generally continue to hold 2% of the voting power of the outstanding shares of our common stock immediately after the reverse stock split. Moreover, the number of stockholders of record would not be affected by the reverse stock split.

If a reverse split is effected, and Proposal No. 4, set forth below, is approved, the Board of Directors will reduce the number of our authorized shares of common stock from 800,000,000 shares if Proposal No. 2 is approved, or from 500,000,000 shares if Proposal No. 2 is not approved, to 200,000,000 shares of common stock. The reduction in the number of Authorized Shares detailed below under Proposal No. 4, may, depending on the ratio at which the Board of Directors elects to conduct the reverse split, allow the Board of Directors to issue a greater number of shares of common stock, or proportionately more common stock, with a greater dilutive effect on existing stockholders, than prior to the reverse split, without further stockholder approval. Further, such increased proportion of unissued authorized shares may be construed to have an anti-takeover effect, as described above under Proposal No. 2 under the heading “Potential for Anti-Takeover Effect,” 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 those holding 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.

Board Discretion to Implement or Abandon Reverse Split

The reverse split would only be effected upon a determination by the Board of Directors that the reverse split (with an exchange ratio determined by the Board of Directors as described above) is in the best interest of the Company and its stockholders. Such determination shall be based upon certain factors, including, but not limited to, our ability to meet stock exchange listing requirements, existing and expected marketability and liquidity of our common stock, our financial condition and ability to execute our business plans, and the expense of effecting the reverse split. Notwithstanding approval by the stockholders of the 12-month extension of the period for completion of the reverse split, the Board of Directors may, in its sole discretion, determine not to effect the reverse split. If the Board of Directors fails to implement the reverse split on or prior to the one year anniversary of this meeting, stockholder approval again would be required prior to implementing any reverse stock split.

Effective Date

If the stockholders approve this proposal to extend by 12 months the period for completion of the reverse split, and the Board of Directors decides to effect the reverse split, the reverse split would become effective on the Effective Date designated by the Board of Directors. No amendment to our Amended and Restated Articles of Incorporation is required to effect the reverse split, other than the amendment described under Proposal No. 4, which the Board of Directors may elect to adopt and file simultaneously with effectiveness of the reverse split.

TABLE OF CONTENTS

Except as explained below with respect to fractional shares, on the Effective Date, shares of common stock issued and outstanding immediately prior thereto would be combined and converted, automatically and without any action on the part of the stockholders, into new shares of common stock in accordance with reverse split ratio determined by the Board of Directors within the limits set forth in this proposal.

Fractional Shares Rounded Up

The reverse stock split would not alter any stockholder’s percentage interest in our Company’s equity, except for negligible amounts resulting from the rounding up of fractional shares. In lieu of any fractional shares to which a stockholder would otherwise be entitled as a result of the reverse stock split (by virtue of holding a number of shares of common stock not evenly divisible by the ratio of the reverse stock split), we would round up any fraction of a share to the next number of whole shares of common stock. No fractional shares of common stock would be issued as a result of the reverse split. The intention of the reverse stock split is not to reduce the number of our stockholders, and therefore we would not pay cash in lieu of fractional shares.

Registered “Book-Entry” Holders of Common Stock (i.e. stockholders that are registered on the transfer agent’s books and records but do not hold stock certificates)

Certain of our registered holders of common stock may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of the common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.

Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic) to receive whole shares of post-reverse split shares, subject to adjustment for treatment of fractional shares.

Exchange of Stock Certificates

As soon as practicable after the Effective Date of the reverse stock split, stockholders will be notified that the reverse split has been effected. Stockholders holding shares of common stock in certificated form will be sent a transmittal letter by our transfer agent. The letter of transmittal will contain instructions on how a stockholder should surrender his, her or its certificate(s) representing shares of common stock (the “Old Certificates”) to the transfer agent in exchange for certificates representing the appropriate number of whole shares of post-reverse split shares (the “New Certificates”). No New Certificates will be issued to a stockholder until such stockholder has surrendered all Old Certificates, together with a properly completed and executed letter of transmittal, to the transfer agent. No stockholder will be required to pay a transfer or other fee to exchange his, her or its Old Certificates. Stockholders will then receive a New Certificate(s) representing the number of whole shares of common stock that they are entitled as a result of the reverse stock split, subject to the treatment of fractional shares described above. Until surrendered, we will deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the number of whole shares of post-reverse split shares to which these stockholders are entitled, subject to the treatment of fractional shares. Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for New Certificates. If an Old Certificate has a restrictive legend on the back of the Old Certificate(s), the New Certificate will be issued with the same restrictive legends that are on the back of the Old Certificate(s).STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL REQUESTED TO DO SO.

Warrants and Options

All outstanding warrants and options to purchase shares of our common stock would be adjusted as a result of any reverse stock split to help qualify for stock exchange listing, as required by the terms of those securities. In particular, the number of shares issuable upon the exercise of each instrument would be reduced, and the exercise price per share, if applicable, would be increased, in accordance with the terms of each instrument and based on the ratio of the reverse stock split to help qualify for stock exchange listing.

TABLE OF CONTENTS

Series E Preferred Stock

The price at which the Series E preferred stock can be converted to common stock would be adjusted as a result of any reverse stock split, as required by the terms of those securities. In particular, the number of shares issuable upon conversion of each Series E preferred stock would be reduced, and the conversion price per share would be increased, in accordance with the terms of the Certificate of Designation of Series E Convertible Preferred Stock and based on the ratio of the reverse stock split.

Federal Income Tax Consequences of the Reverse Stock Split

The following is a discussion of federal income tax consequences to holders of our common stock who receive shares of our common stock as a result of the reverse stock split. The discussion is based on the U.S. Internal Revenue Code of 1986, as amended (“Code”), and laws, regulations, rulings and decisions in effect as of the date of this Proxy Statement, all of which are subject to change, possibly with retroactive effect, and to differing interpretations. No state, local or foreign tax consequences are addressed herein. Moreover, this description does not address the U.S. federal estate and gift tax, Medicare tax on net investment income, alternative minimum tax or other tax consequences of the reverse stock split.

This discussion does not purport to be a complete discussion or analysis of all potential tax consequences that may apply to a stockholder. Also, this discussion does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, passive foreign investment companies, personal holding companies, broker-dealers and tax exempt entities. This discussion also assumes that pre-reverse stock split shares of our common stock were, and the post-reverse stock split shares of our common stock will be, held as a “capital asset,” as defined in Section 1221 of the Code (generally, property held for investment). If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership.

This discussion is not binding on the Internal Revenue Service (“IRS”) or the courts and there can be no assurance that the IRS, or a court in the event of an IRS challenge, will agree with the conclusions stated herein.

Generally applicable tax considerations

For U.S. federal income tax purposes, and except as described below for foreign stockholders, the reverse stock split generally will not result in the recognition of gain or loss by a stockholder who receives solely a reduced number of shares of our common stock as a result of the reverse stock split. If a stockholder does not recognize gain or loss as a result of the reverse stock split, the stockholder’s aggregate adjusted tax basis of the post-reverse stock split shares of our common stock will be the same as the aggregate adjusted tax basis of the pre-reverse stock split shares of our common stock exchanged therefor, and the stockholder’s holding period of the post-reverse stock split shares of our common stock will include the stockholder’s holding period for the pre-reverse stock split shares of our common stock exchanged therefor. A stockholder that holds its pre-reverse stock split shares of our common stock with differing bases or holding periods should consult its tax advisors with regard to identifying the bases or holding periods of the particular post-reverse stock split shares of our common stock received in the reverse stock split.

Special considerations for foreign stockholders

For purposes of this discussion, a foreign stockholder is any stockholder other than: (i) a U.S. citizen or resident, (ii) a U.S. corporation, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source, or (iv) a trust, if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or certain electing trusts that were in existence on August 20, 1996, and were treated as domestic trusts on August 19, 1996.

Except as described below, a foreign stockholder will be required to satisfy certain IRS filing requirements in order to avoid the recognition of taxable gain, if any, in connection with the reverse stock split if we are or have been a “United States real property holding corporation,” or “USRPHC,” as defined for U.S. federal income tax purposes at any time during the applicable period. The “applicable period” is the

TABLE OF CONTENTS

foreign stockholder’s holding period in our stock, or, if shorter, the five-year period that precedes the closing of the reverse stock split. A U.S. corporation is generally a USRPHC if the fair market value of its “U.S. real property interests” equals or exceeds 50% of the fair market value of its real property and trade or business assets. We believe that we have been and currently are a USRPHC.

The IRS filing obligations mentioned above will not apply to a foreign stockholder provided (i) our common stock is regularly traded on an established securities market as determined under applicable U.S. Treasury Regulations (the “regularly traded requirement”), and (ii) the foreign stockholder has owned, directly or by attribution, no more than 5% of our common stock during the applicable period (as defined above). We believe that our common stock currently satisfies the regularly traded requirement, but there can be no assurance that it will satisfy the regularly traded requirement at the time of the reverse stock split.

Any foreign stockholder that is potentially subject to the IRS filing requirements mentioned above should consult with its own U.S. tax advisor concerning how to satisfy such filing requirements, and concerning the consequences of failing to satisfy such requirements.

Interests of Directors and Executive Officers

Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this reverse split proposal except to the extent of their ownership of shares of our common stock or securities convertible to or exercisable for our common stock.

No Dissenters’ Rights

Under Nevada law, stockholders of our Company do not have the right to dissent and obtain an appraisal of their shares with respect to the corporate actions described in this Proxy Statement.

PROPOSAL NO. 4 — APPROVAL TO REDUCE NUMBER OF AUTHORIZED SHARES IN CONNECTION WITH THE REVERSE SPLIT

The Board of Directors unanimously recommends that the Company’s stockholders vote FOR the approval of the proposal, 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 200,000,000 shares.

In the event the Board of Directors, pursuant to stockholder authority, determines to effect a reverse split, as discussed in Proposal No. 3 above, and this Proposal No. 4 is approved by the stockholders, the Board of Directors will reduce the number of shares of common stock authorized to 200,000,000 shares. The number of shares of common stock that were issued and outstanding as of November 7, 2014 was 351,996,041. The number of shares of common stock that we are currently authorized to issue is 500,000,000, however, if Proposal No. 2 is approved by the stockholders and acted on by the Board of Directors, the number of shares of common stock that we will be authorized to issue will be 800,000,000, prior to the reverse stock split (if approved and effected).

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 of common stock to 200,000,000 shares of common stock by filing an amendment to the Company’s Amended and Restated Articles of Incorporation with the Nevada Secretary of State. The Board of Directors believes that, in the event a reverse split is effected, 200,000,000 authorized shares of common stock will be sufficient to permit the Company to engage in the types of corporate financing, growth and expansion transactions, incentive compensation and other corporate transactions and purposes determined in the future by the Board of Directors to be in the best interests of the Company and its stockholders. The text of the proposed amendment to the Company’s Amended and Restated Articles of Incorporation is attached as Annex B to this Proxy Statement.

Following the reverse split and the reduction in the number of authorized shares, the ratio of authorized common stock to issued and outstanding common stock may, depending on the ratio at which the Board of Directors elects to conduct the reverse split, be higher than that in effect prior to the reverse split. This means that we may, depending on the ratio at which the Board of Directors elects to conduct the reverse split, have authority, without further stockholder approval, to issue a greater number of shares of common stock, or

TABLE OF CONTENTS

proportionately more common stock, with a greater dilutive effect on existing stockholders than prior to the reverse split. Further, such increased proportion of unissued authorized shares may be construed to have an anti-takeover effect, as described above under Proposal No. 2 under the heading “Potential for Anti-Takeover Effect,” 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.

THE BOARD OF DIRECTORS AND ITS COMMITTEES

Meetings and Committees of the Board of Directors

During 2013, our Board of Directors held 13 formal meetings. Our Board of Directors has adopted charters for its Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee. The Board of Directors is in the process of identifying candidates to serve as independent members of the Board of Directors and as committee members. Until such candidates have been identified and appointed to the committees, all actionschair of the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee are takenand a member of the Technical Committee.

Pamela Saxton. Ms. Saxton is a business executive with over 35 years of experience in domestic and international public company finance roles, primarily in mining, software and oil and gas. Ms. Saxton has held senior executive finance positions at several mining and oil and gas companies, most recently serving as Executive Vice President and Chief Financial Officer of Thompson Creek Metals Company Inc. from August 2008 to October 2016. Prior to 2008, Ms. Saxton was Vice President Finance—U.S. Operations of Franco-Nevada Corporation, Vice President and Chief Financial Officer of New West Gold Corporation, Vice President and Controller of Amax Gold Inc. and Assistant Controller of Cyprus Amax Minerals Inc. Ms. Saxton also was the Vice President and Controller-Payments Division of Western Union/First Data Corporation and served as Vice President of Finance, Corporate Controller and Chief Accounting Officer for J.D. Edwards & Company. Ms. Saxton began her career with Arthur Andersen & Company after receiving her Bachelor of Science in Accounting from the University of Colorado. Since September 1987, she has served as a Trustee and since January 2017 serves as Vice President for the Viola Vestal Coulter Foundation, which provides scholarships to various colleges and universities, with a focus on mining. She is also the Past Chair of the Board for the Colorado Association of Commerce and Industry, a state chamber of commerce. Ms. Saxton was selected to serve as a director due to her extensive mining, financial and governance and compliance expertise. Ms. Saxton serves as a member of the Audit Committee and Corporate Governance and Nominating Committee.

PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF AUDITOR

The Board of Directors unanimously recommends ratification of the appointment of KBL, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.

The Sarbanes-Oxley Act of 2002 requires the Audit Committee to be directly responsible for the appointment, compensation and oversight of the audit work of the independent auditors. Selection of the independent accountants is not required to be submitted to a vote of our stockholders for approval. However, the Board is submitting this matter to stockholders as a matter of good corporate practice. The affirmative vote of a majority of the votes cast by holders of our outstanding capital stock at the meeting, voting on an as-converted basis, will be required to ratify the appointment of our independent registered public accounting firm for the fiscal year 2017. In the event the ratification is not approved by the required number of votes, the Audit Committee may reconsider, but will not necessarily change, its appointment of KBL, LLP to serve as our independent registered public accounting firm.

KBL, LLP has served as the Company’s independent registered public accounting firm since 2010, providing audits for the Company for the fiscal years ended December 31, 2010 through December 31, 2016.

For more information about the Company’s independent auditor, refer to the discussion under the heading “Independent Public Accountants” beginning on page 21 of this Proxy Statement.

THE BOARD OF DIRECTORS AND ITS COMMITTEES

Meetings and Committees of the Board of Directors. GivenDirectors

During 2016, our sizeBoard of Directors held five meetings. Mr. Alfers, Mr. Karr, Mr. Honig and Mr. Morrison each attended all five of the developmentmeetings. Scott Barr attended each of our businessthe two meetings that occurred in 2016 subsequent to date, we believe thathis election to the Board. Each incumbent director attended 75% or more of the aggregate of all meetings of the Board of Directors through its meetings can perform alland committees of the dutiesBoard of Directors on which he served that were held during the period he was a director.

Board Committees

Audit Committee. We have a standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee was formed in June 2015 and responsibilitiesmet four times during 2016. Our Audit Committee is currently comprised of such committees. Prior to listing on The NASDAQ Stock Market,Mr. Karr, Mr. Morrison and Ms. Saxton. Mr. Barr was a member of the NYSE MKT or another national securities exchange, we will appointAudit Committee from June 2016 until his death in April 2017. Our Board of Directors has determined each of the members of these committees.

Board Committees

the Audit Committee.   is, and Mr. Barr was, independent and financially sophisticated, as defined by the Nasdaq listing standards. Our Board of Directors has determined that each of Mr. Morrison, the Audit Committee chairman, Mr. Karr, and Ms. Saxton qualifies as an “Audit Committee Financial Expert” as that term is defined in rules promulgated by the SEC.

Following the death of Mr. Barr, the Audit Committee was reduced to two members. As a result, the Company was not compliant with Nasdaq Listing Rule 5605(c)(2) which requires that the Audit Committee consist of at least three members. On April 10, 2017, the Company notified Nasdaq of Mr. Barr’s passing and the resulting non-compliance. On April 13, 2017, we received a written notice from Nasdaq confirming the Audit Committee’s non-compliance with Listing Rule 5605(c)(2), and confirming that the Company, in accordance with the cure period provided for in Nasdaq Listing Rule 5605(c)(4), had (a) until the earlier of its next annual stockholders’ meeting or April 9, 2018 to regain compliance, or (b) if the next annual stockholders’ meeting was held before October 6, 2017, then the Company was required to evidence compliance no later than October 6, 2017. We appointed Ms. Saxton to the Audit Committee on October 30, 2017. Our Board of Directors determined that Ms. Saxton satisfies the applicable requirements of the Nasdaq listing rules.

The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities, primarily through overseeing management’s conduct of the Company’s accounting and financial reporting process and systems of internal accounting and financial controls; selecting, retaining and monitoring the independence and performance of the Company’s outside auditors, including overseeing the audits of the Company’s financial statements, approving any non-audit services; and providing an avenue of communication among the outside auditors, management and the Board. The Audit Committee regularly reviews the Company’s financial statements and reports, earnings press releases, financial reporting process, system of internal controls, and compliance with applicable law.

The Board of Directors has approvedadopted a written charter for the Audit Committee. The charter may be viewed on our website athttp://www.pershinggold.com/corporate-governance.

Compensation Committee. The Compensation Committee was formed in June 2015 and did not meet in 2016. It is incurrently comprised of Messrs. Honig, Karr and Morrison. Each member of the process of identifying qualified candidates to serve as Directors and as AuditCompensation Committee members. The Audit Committee will consist ofis independent directors, of which at least one director will qualify as a qualified financial expert as defined in Item 407(d)(5)(ii)by Nasdaq listing standards. The principal responsibilities of Regulation S-K. The Audit Committee’s duties will be to recommend to our Board of Directors the engagement of independent auditors, to audit our financial statements andCompensation Committee are to review our accountingthe performance of the Company’s executives, set compensation-related policies, make recommendations to the Board relating to the Company’s equity-based incentive plans and auditing principles.report to the stockholders regarding the Company’s executive compensation practices and policies. The Audit Committee will reviewCompensation Committee’s authority varies with respect to the scope, timing and fees for the annual auditmatters it reviews, and the resultsCommittee may recommend or directly approve matters, as applicable, in accordance with its charter. The Company’s chief executive officer (“CEO”) may be present during the voting or deliberations on the compensation of audit examinations performed byexecutive officers other than the internal auditorsCEO. The Compensation Committee has authority to retain such compensation consultants, outside counsel and independent public accountants, including their recommendationsother advisors as the Committee in its sole discretion deems appropriate after taking into consideration factors relevant to improve the system of accounting and internal controls. The Audit Committee will at all times be composed exclusively of directors who are, inconsultant’s independence. Mr. Morrison chairs 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.

Compensation Committee.  

The Board of Directors has approvedadopted a charter for the Compensation Committee, anda copy of which is in the process of identifying qualified candidates to serve as Directors and as Compensation Committee members. The Compensation Committee will review and approveavailable on our salary and benefits policies, including compensation of executive officers. The Compensation 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 participate in the consideration of executive officer and director compensation.website athttp://www.pershinggold.com/corporate-governance.

Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee.   was formed in June 2015 and met once during 2016. It is currently comprised of Mr. Karr, Mr. Morrison and Ms. Saxton. Mr. Barr was a member of the Corporate Governance and Nominating Committee from June 2016 until his death in April 2017. Each member of the Corporate Governance and Nominating Committee is, and Mr. Barr was, independent as defined by Nasdaq listing standards. The Corporate Governance and Nominating Committee is responsible for overseeing and evaluating the Board’s performance and the Company’s compliance with applicable corporate governance regulations, guidelines and principles; identifying individuals qualified to become Board members; recommending to the Board proposed nominees for Board membership; and recommending to the Board directors to serve on each standing committee. Due to the small size of the Company, the Board of Directors does not believe the Corporate Governance and Nominating Committee requires a formal policy with regard to the consideration of director candidates recommended by stockholders, although the committee will consider all qualified candidates that are brought to its attention by means of the address on page 9 of this Proxy Statement. In evaluating director candidates, the Corporate Governance and Nominating Committee considers the business experience, or specialized skills or experience of director candidates, as well as diversity of background and experience—including diversity of race, ethnicity, international background, gender and age. Mr. Morrison chairs the Corporate Governance and Nominating Committee.

The Board of Directors has approvedadopted a charter for the Corporate Governance and Nominating Committee, (“CGNC”)a copy of which is available on our website athttp://www.pershinggold.com/corporate-governance.

Technical Committee. The Technical Committee was formed in November 2015 and did not meet during 2016. It is currently comprised of Messrs. Alfers, Morrison, and Honig. Mr. Barr was a member of the Technical Committee from June 2016 until his death in the process of identifying qualified candidates to serve as Directors and as CGNC members.April 2017. The CGNC will beTechnical Committee is responsible for overseeingassisting management and evaluating the board’s performance, selectingBoard in fulfilling its responsibilities regarding of the advancement of the Relief Canyon project, including economic analysis, preparations for the start-up of mining and evaluating prospective director nominees and reviewing board and board committee compensation. The CGNC will also oversee and provide advice tosuch other matters as may be requested. Mr. Alfers chairs the board of directors regarding corporate governance policies, practices and procedures. OurTechnical Committee.

The Board of Directors — Stephen Alfers, Alex Morrison and Barry Honig — currently consider any director nominees.has adopted a charter for the Technical Committee, a copy of which is available on our website athttp://www.pershinggold.com/corporate-governance.

TABLE OF CONTENTS

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. The Board of Directors has not designated a lead independent director.

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 responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our companyCompany and that our Board of Directors leadership structure supports this approach.

Board

Director Independence

We currently have threefive directors serving on our Board of Directors: Messrs. Alfers, Honig, Karr, and Morrison, and Ms. Saxton. Mr. Alfers, Mr.Barr served on the Board of Directors from June 24, 2016 until his death on April 9, 2017. We have determined Messrs. Morrison, Honig, Karr, and Ms. Saxton are, and Mr. Morrison. We are not listed on a U.S. national securities exchange and, as such, are not subject to any director independence standards. UsingBarr was, independent in accordance with the definition of independence set forth in the rules of Nasdaq. Each director who is a member of a committee subject to independence standards under the NASDAQ Stock Market,rules of Nasdaq is independent under such standards. In reaching these determinations, the Board of Directors considered payments for consulting services made to Mr. Barr and Mr. Karr prior to their appointments to the Board of Directors, a grant of 12,500 restricted stock units to Mr. Karr in December 2015, payments for consulting services made to Mr. Morrison prior to the formation of the Audit Committee and the Company’s uplisting to Nasdaq, fees paid to Mr. Morrison and Mr. Barr for their service on the Technical Committee, Mr. Honig’s status as a significant stockholder, Mr. Karr’s and Mr. Honig’s positions on the board of directors of Levon Resources, a significant stockholder of the Company, and Mr. Karr’s role as president and chief executive officer of U.S. Gold Corp. Tim Janke, one of our directors, Mr. Morrison, would be considered an independentthe Company’s executive officers, is a director of U.S. Gold Corp. and has represented to the Company.Company he is not a member of the compensation committee or similar body of U.S. Gold Corp.

Stockholder Nominations

We do not currently have a policy or specified procedures in place pursuant to which security holders may recommend nominees to the Board of Directors. We believe that the Corporate Governance and Nominating Committee and the Board of Directors can appropriately consider and respond to stockholder nominations.

Communication with the Board

We have established a process for stockholders to communicate with the Board of Directors. Stockholders wishing to communicate with the Board of Directors of Pershing Gold should send an email, write or telephone Mindyjo Germann, Executive Administrator and Corporate Secretary, at:

Pershing Gold Corporation
1658 Cole Boulevard
Building 6, Suite 210
Lakewood, Colorado 80401
Telephone: (720) 974-7248
Facsimile: (720) 974-7249
Email: investors@pershinggold.com

Any such communication must state the type and amount of Pershing Gold securities held by the stockholder and must clearly state that the communication is intended to be shared with the Board of Directors. Ms. Germann will forward any such communication to the members of the Board of Directors.

Director Attendance at the Annual Meeting

All members of the Board of Directors are encouraged, but not required, to attend annual meetings if any, of stockholders.

Compensation Committee Interlocks and Insider Participation

During All then incumbent Board members attended the fiscal year ended December 31, 2013, we did not maintain a compensation committee2016 Annual Meeting of the Board of Directors or other committee performing equivalent functions, and our Board of Directors — Stephen Alfers, Alex Morrison and Barry Honig — participated in deliberations concerning executive officer compensation.Stockholders, held on August 9, 2016.

Director or Officer Involvement in Certain Legal Proceedings

Our directors and executive officers have not been involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.

TABLE OF CONTENTS

Code of Ethics

Our Board of Directors has adopted a Code of Ethics and Business Conduct that applies to all of our directors, officers and employees. We will provide a copy of our Code of Ethics and Business Conduct to any person without charge, upon written request to Mindyjo Germann, our Executive Administrator and Corporate Secretary, at:

Pershing Gold Corporation
1658 Cole Boulevard
Building 6, Suite 210
Lakewood, Colorado 80401
Telephone: (720) 974-7248
Facsimile: (720) 974-7249
Email: investors@pershinggold.com

Board Diversity

While we do not have a formal policy on diversity, our Board of Directors considers diversity to include the skill set, background, reputation, type and length of business experience of our Board members as well as a particular nominee’s contributions to that mix. Although there are many other factors, the Board of Directors seeks 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 for 2013,2016, we believe that all applicable Section 16(a) filing requirements were met on a timely basis except that Mr. Honig hadAlexander, Ms. Struhsacker and Mr. Janke each filed one late report regarding three transactions that were not reported on a timely basis.one transaction each and Mr. Honig filed two late reports regarding one transaction each.

Director Compensation

The following table sets forth with respectcompensation paid to our non-employee directors compensation information inclusivein 2016.

(1) Amount represents $12,500 in retainer payments for two quarters of equity awards and payments made in the year ended December 31, 2013. All compensation paid to Stephen Alfers, our Chief Executive Officer and Chairmanservice as a member of the Board of Directors, is included$5,000 for attendance at five Board of Director and committee meetings, $7,500 in retainer payments for two quarters of service as chair of the Technical Committee, and $3,525 in hourly fees for service provided to the Technical Committee.

(2) Amount represents grant date fair market value, calculated pursuant to FASB ASC Topic 718, of (a) 5,995 restricted stock units when granted on June 24, 2016 and valued at $25,239; all units vested upon Mr. Barr’s death in April 2017; and (b) 10,000 restricted stock units granted on February 3, 2017 for services provided in 2016 and valued at $32,900; 5,000 units vested on the date of the grant and 5,000 vested upon Mr. Barr’s death in April 2017. See footnote (2) to the Summary Compensation Table on page 13 of this Proxy Statement for additional information regarding this calculation.

(3) Amount represents fees for consulting services provided to the Company prior to Mr. Barr’s appointment to the Board of Directors.

(4) Amount represents Mr. Honig’s $25,000 annual retainer for service on the Board of Directors and $5,000 for attendance at five Board of Director and committee meetings. Mr. Honig elected to receive such payments in the summary compensation table under “Executive Compensation” below.

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)				Option Awards ($)(1)				Non-Equity Incentive Plan Compensation ($)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Barry Honig		$	—			$	—			$	—			$	—			$	—			$	—			$	—
Alex Morrison		$	38,000	(1)		$	510,000	(2)			—				—				—				—			$	548,000

TABLE OF CONTENTS

On June 18, 2012, we issued options to purchase 1,000,00030, 2016, (c) 1,601 units for director services rendered between July 1, 2016 and September 30, 2016, and (d) 2,218 units for director services rendered between on October 1, 2016 and December 31, 2016. Amount does not reflect the value of 2,351 shares of restricted common stock at an exercise price of $0.34 per shareissued to Mr. Honig which vestedon April 28, 2017 for service to the Board of Directors and committees in full upon issuance. Additionally,the fourth quarter of fiscal year 2015. See footnote (2) to the Summary Compensation Table on June 18, 2012, we issued apage 13 of this Proxy Statement for additional information regarding these calculations.

(5) Amount includes the grant date fair market value, calculated pursuant to FASB ASC Topic 718, of 10,000 restricted stock grant of 3,000,000 shares of common stock to Mr. Honig, which vestunits granted on February 3, 2017 for services provided in three equal annual installments2016; 5,000 units vested on the first three anniversariesdate of the grant date, subjectand 5,000 units vest on February 3, 2018. See footnote (2) to acceleration under certain events, including a changethe Summary Compensation Table on page 13 of control.this Proxy Statement for additional information regarding these calculations.

(6) Amount represents Mr. Karr’s $25,000 annual retainer for service on the Board of Directors and $10,000 for attendance at 10 Board of Director and committee meetings. Mr. Karr elected to receive such payments in the form of restricted stock units. In satisfaction of these fees, the Company issued 8,850 fully vested restricted stock units (the “Karr Retainer RSUs”) on April 28, 2017 calculated based on (x) the dollar amount of the director fees earned for the relevant fiscal quarter,divided by (y) the fair market value of one share of the Company’s stock as of the end of the relevant fiscal quarter, with the result rounded up to the nearest whole number. The Karr Retainer RSUs were granted as follows: (a) 2,595 units for director services rendered between January 1, 2016 and March 31, 2016, (b) 1,690 units for director services rendered between April 1, 2016 and June 30, 2016, (c) 2,042 units for director services rendered between July 1, 2016 and September 30, 2016, and (d) 2,523 units for director services rendered between on October 1, 2016 and December 31, 2016. See footnote (2) to the Summary Compensation Table on page 13 of this Proxy Statement for additional information regarding these calculations.

(7) Amount represents Mr. Morrison’s $25,000 annual retainer for service on the Board of Directors, $15,000 retainer as the chair of the Audit Committee, $10,000 retainer as chair of the Compensation Committee, $3,750 in retainer payments for two quarters of service as chair of the Corporate Governance and Nominations Committee, $10,000 for attendance at 10 Board of Director and committee meetings, and $9,675 in hourly fees for service provided to the Technical Committee. 

Our directors who are also our employees receive no fees for board service. Currently, Mr. Alfers is the only director who is also an employee. Commencing in 2014, theThe compensation for all non-employee directors includes a $25,000 annual cash retainer and a $1,000 cash fee for attendance at each Board of Directors meeting. Directors receive a $1,000 cash fee for attendance at all committee meetings, and the chairs of the Technical, Audit, Compensation and Corporate Governance and Nominating committees receive annual cash retainers of $15,000, $15,000, $10,000 and $7,500 respectively. Non-employee directors on the Technical Committee receive a fee of $150 per hour up to a maximum of $1,000 per day for Technical Committee service that occurs other than at a meeting of the Technical Committee. As an employee director, Mr. Alfers will not receive an annual cash retainer or hourly fees for his role as chairman of the Technical Committee. Directors may elect to receive restricted stock units in lieu of cash. Non-employee directors are also eligible to receive annual grants of restricted stock units in such amounts and with such vesting onprovisions as are determined annually by the first anniversaryCompensation Committee and the Board of the grant date, and equalDirectors. These equity grants related to 2016 service were granted in value when granted to $50,000.February 2017. For each vested restricted stock unit, the non-employee director will beis entitled to receive one unrestricted share of common stock upon termination of the director’s service on our boardBoard of directors.Directors. Our directors are also eligible to receive other equity awards, including stock options, under our equity incentive plans.

Whenplans, as determined from time to time by the Board establishes and staffs standing committees, directors will receive a $1,000 cash fee for attendance at all committee meetings, and the chairs of the Audit, Compensation and Governance and Nominating Committee will receive annual cash retainers of $15,000, $10,000 and $7,500 respectively.Directors.

TABLE OF CONTENTS

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 eight12 years of mining industry experience. In addition to working in the industry, he has 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.

-12-

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes the overall compensation earned over each of the past two fiscal years endedthrough December 31, 2013 by2016 of each of our named executive officers. The value attributable to any Option Awards and Stock Awards reflects

(1) Bonuses in 2016 reflect bonuses earned in 2016 but paid in 2017.

(2) Reflects the grant date fair valuesvalue of the Company’s common stock awards calculated in accordance with FASB Accounting Standards CodificationASC 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 annual report on Form 10-K for the year ended December 31, 2016.

(3) Reflects Mr. Alfers’ bonus earned in 2016 but paid in 2017 and consists of (a) $175,000 in cash, and (b) the grant date fair market value of 50,000 restricted stock units when granted on March 21, 2017 and valued at $149,500, calculated in accordance with FASB ASC Topic 718.

(4) Reflects an increase in Mr. Alfers’ base salary from $350,000 per year to $425,000 per year on June 28, 2015.

(5) Reflects grant of 700,000 restricted stock units, 300,000 of which are time-based restricted stock units and 400,000 of which are performance-based restricted stock units. The amount for the 300,000 time-based restricted stock units reflects grant date fair value of the Company’s common stock calculated in accordance with FASB ASC Topic 718. The amount for the 400,000 performance-based restricted stock units reflects the grant date value based upon the probable outcome of performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. Assuming the highest level of performance conditions will be achieved, the value of the award at the grant date was $4,095,000.

(6) Reflects an increase in Ms. Struhsacker’s base salary from $225,000 per year to $270,000 per year on August 16, 2016.

(7) Reflects Ms. Struhsacker’s bonus earned in 2016 but paid in 2017 and consists of (a) $57,000 in cash, and (b) the grant date fair market value of 21,900 restricted stock units when granted on February 3, 2017 and valued at $72,051, calculated in accordance with FASB ASC Topic 718.

(8) Reflects Mr. Alexander’s bonus earned in 2016 but paid in 2017 and consists of (a) $35,500 in cash, and (b) the grant date fair market value of 16,653 restricted stock units when granted on February 3, 2017 and valued at $54,788, calculated in accordance with FASB ASC Topic 718.

Name and Principal Position(1)		Year				Salary ($)				Bonus ($)				Option Awards ($)(2)				Stock Awards ($)(3)				All Other Compensation ($)				Total ($)
Stephen Alfers(4) Chief Executive Officer, President and Chairman			2013				275,000				350,000				—				—				—				625,000
			2012				229,163				250,000				5,920,500				7,580,000				500,000				14,479,663
Eric Alexander(5) Vice President of Finance and Controller			2013				175,000				60,000				—				580,000				—				815,000
			2012				47,115				—				—				70,920				—				118,035
Debra Struhsacker(6) Corporate Vice President			2013				54,760				100,000				—				35,000				515,238	(6)			704,998
			2012				—				—				—				—				—				—

TABLE OF CONTENTS

In connection with the offer letter we entered into with Eric Alexander, we also entered into a severance compensation agreement with Mr. Alexander on November 21, 2012. Upon a Qualifying TerminationControl (as defined in the severance compensation agreement) occurring onAlfers Employment Agreement and with such period to be referred to as a “Change in Control Period”) or within twelve months followingupon Mr. Alfers’ resignation for Good Reason during a Change ofin Control (as definedPeriod, the Company shall pay to Mr. Alfers, in severance compensation agreement), we are requiredaddition to pay Mr. Alexanderany Accrued Obligations, a lump-sum severancelump sum payment in an amount equal to one and a halftwo times the sum of (i) Mr. Alexander’sAlfers’ base salary plus (ii) the greateraverage of the actual bonus amounts paid to Mr. Alfers’ in the two years prior to termination. Additionally, any unvested equity awards that were granted prior to such Change in Control shall fully and immediately vest (unless otherwise provided in the applicable award agreement or equity plan).

Mr. Alfers’ bonus amounts are subject to claw-back rights in the event of certain restatements of the Company’s financial information for a period of three years.  

In connection with the Alfers Employment Agreement, Mr. Alfers was awarded restricted stock units pursuant to a Restricted Stock Unit Grant Agreement dated June 28, 2015 (the “2015 RSU Agreement”). Under the terms of the 2015 RSU Agreement, Mr. Alfers was granted a total of 700,000 restricted stock units. 300,000 restricted stock units are time-based units (the “Time-Based RSUs”) that are subject to vesting upon Mr. Alfers’ continuous employment through December 31, 2018 (“Employment Term End Date”). If Mr. Alfers’ employment is terminated prior to the Employment Term End Date (i) by the Company other than for Cause, (ii) by Mr. Alfers’ resignation for Good Reason, or (iii) as a result of Mr. Alexander’s Annual Bonus AmountAlfers’ death or Mr. Alexander’s Assumed Bonus Amount (both asDisability (as defined in the severance compensation agreement)Alfers Employment Agreement), all Time-Based RSUs shall become fully vested immediately prior to such termination. Such Time-Based RSUs shall also become fully vested upon a Change in Control (as defined in the Company’s 2013 Equity Incentive Plan). Each Time-Based RSU that becomes fully vested will entitle Mr. Alfers to receive one share of common stock as soon as practicable following the vesting event.

The remaining 400,000 restricted stock units (the “Performance RSUs”) are subject to vesting upon the attainment of certain performance-based milestones set forth in the 2015 RSU Agreement and shall become fully vested upon a Change in Control. For each fully vested Performance RSU, Mr. Alfers will be entitled to receive one share of common stock upon the earlier of December 31, 2018, Mr. Alfers’ separation from service or death, or a 409A Change in Control (as defined in the 2015 RSU Agreement), all as set forth in the RSU Agreement. In June 2016, 120,000 Performance RSUs vested upon the attainment of certain performance-based milestones and in March 2017, 60,000 additional Performance RSUs vested upon the attainment of certain other performance-based milestones.

-14-

On February 5, 2015, the Company and Mr. Alfers entered into a Third Amendment to the Restricted Stock Agreement dated May 13, 2013, as amended on December 23, 2013 and June 11, 2014 (as amended, the “Alfers 2013 RS Agreement”).  Pursuant to this amendment, the vesting of 72,098 shares of restricted stock, of a total of 216,251 restricted shares that were granted pursuant to the Alfers 2013 RS Agreement, was deferred from June 18, 2015 to March 14, 2016.  

On February 5, 2015, the Company and Mr. Alfers entered into a Third Amendment to the Amended and Restated Restricted Stock Agreement dated May 13, 2013, as amended on December 23, 2013 and June 11, 2014 (as amended, the “Alfers 2013 A&R RS Agreement”).  Pursuant to this amendment, the vesting of 20,514 shares of restricted stock, of a total of 61,527 restricted shares that were granted pursuant to the Alfers 2013 A&R RS Agreement, was deferred from June 18, 2015 to March 14, 2016. 

On February 5, 2015, the Company and Mr. Alfers entered into a Third Amendment to the Executive Employment Agreement dated February 9, 2012, as amended on February 8, 2013 and December 23, 2013 (as amended, the “Alfers Original Employment Agreement”). Pursuant to this amendment, the vesting of 166,667 shares of restricted stock, of a total of 666,667 restricted shares that were granted pursuant to the Alfers Original Employment Agreement, was deferred from February 9, 2015 to February 9, 2016. The Alfers Original Employment Agreement was superseded by the Alfers Employment Agreement.

The Company and Mr. Alfers entered into a Restricted Stock Unit Grant Agreement dated March 21, 2017 (the “Alfers Bonus RSU Agreement”) pursuant to which Mr. Alfers was awarded 50,000 restricted stock units (the “Bonus RSUs”) as a discretionary bonus for his performance in 2016. The Bonus RSUs were fully vested on the date of grant. The common stock underlying the Bonus RSUs will be issued upon the earlier of December 31, 2018, Mr. Alfers’ separation from service or death, or a 409A Change in Control (as defined in the Alfers Bonus RSU Agreement). Each Bonus RSU entitles Mr. Alfers to receive one share of common stock within 30 days of the aforementioned events.

Debra Struhsacker

We entered into an offer letter with Ms. Struhsacker on September 23, 2013 pursuant to which Ms. Struhsacker serveswas hired to serve as the Company’s Corporate Vice President and is entitled to an annual base salary, subject to adjustment at the sole discretion of $200,000.the Chief Executive Officer with the approval of the Board of Directors (the “Struhsacker Offer Letter”). In September 2014, Ms. Struhsacker was promoted to Senior Vice President.

In connection with the offer letter we entered into with Ms. Struhsacker Offer Letter, we also entered into a severance compensation agreement with Ms. Struhsacker on September 23, 2013.19, 2013 (the “Struhsacker Severance Compensation Agreement”). Upon a Qualifying Termination (as defined in the severance compensation agreement)Struhsacker Severance Compensation Agreement) occurring on or within twelve months following a Change ofin Control (as defined in severance compensation agreement)the Struhsacker Severance Compensation Agreement), we are required to pay Ms. Struhsacker a lump-sum severance payment equal to one and a half times the sum of (i) Ms. Struhsacker’s base salary, plus (ii) the greater of Ms. Struhsacker’s Annual Bonus Amount or Ms. Struhsacker’s Assumed Bonus Amount (both as defined in the Struhsacker Severance Compensation Agreement).

On August 15, 2016, the Company and Ms. Struhsacker entered into an Extension Severance Compensation Agreement extending the term of the Struhsacker Severance Compensation Agreement to March 18, 2017 and increasing Ms. Struhsacker’s salary to $270,000. On January 11, 2017, the Company and Ms. Struhsacker entered into a Second Extension Severance Compensation Agreement extending the term of the Struhsacker Severance Compensation Agreement to December 31, 2017. 

On February 6, 2015, the Company and Ms. Struhsacker entered into a First Amendment to the Restricted Stock Grant Agreement dated February 12, 2013 (the “Struhsacker February 2013 RSG Agreement”). Pursuant to this amendment, the vesting of 13,889 shares of restricted stock, of a total of 41,667 restricted shares that were granted pursuant to the Struhsacker February 2013 Restricted Stock Grant Agreement, was deferred from February 12, 2015 to February 12, 2016. On December 10, 2015, the Company and Ms. Struhsacker entered into a Second Amendment to the Struhsacker February 2013 RSG Agreement, pursuant to which the vesting of 13,889 shares of restricted stock, of a total of 41,667 restricted shares that were granted pursuant to the Struhsacker February 2013 RSG Agreement, was deferred from February 12, 2016 to February 12, 2017.

On December 10, 2015, the Company and Ms. Struhsacker entered into a First Amendment to the Restricted Stock Grant Agreement dated December 16, 2013 (the “Struhsacker December 2013 RSG Agreement”). Pursuant to this amendment, the vesting of 1,852 shares of restricted stock, of a total of 5,556 restricted shares that were granted pursuant to the Struhsacker December 2013 RSG Agreement, was deferred from December 16, 2015 to March 14, 2016.

On December 10, 2015, the Company and Ms. Struhsacker entered into a First Amendment to the Restricted Stock Grant Agreement dated December 11, 2014 (the “Struhsacker December 2014 RSG Agreement”). Pursuant to this amendment, the vesting of 4,908 shares of restricted stock, of a total of 14,723 restricted shares that were granted pursuant to the Struhsacker December 2014 RSG Agreement, was deferred from December 11, 2015 to March 14, 2016.

Eric Alexander

We entered into a revised offer letter with Mr. Alexander on November 21, 2012, amended on February 8, 2013, pursuant to which Mr. Alexander joined the Company as our Vice President Finance and Controller and is entitled to an annual base salary of $175,000, subject toadjustments at the sole discretion of the Chief Executive Officer with the approval of the Board of Directors (the “Alexander Offer Letter”).In addition, in connection with his appointment as the Company’s principal financial officer and principal accounting officer, the Company granted Mr. Alexander 11,112 shares of restricted stock, vesting over three years. The amendment deferred vesting of certain of the restricted shares, of which 3,704 vested in equal tranches on March 14, 2014 and November 30, 2014, and a final tranche of 3,704 shares vested on November 30, 2015, subject to acceleration under certain events, including upon a Change in Control as defined in the Company’s 2012 Equity Incentive Plan.

In connection with the Alexander Offer Letter, we also entered into a severance compensation agreement)agreement with Mr. Alexander on November 21, 2012 that was amended on November 19, 2015 (as amended, the “Alexander Severance Compensation Agreement”). Pursuant to the Alexander Severance Compensation Agreement, Mr. Alexander will be entitled to receive certain benefits if he incurs a separation from service (as defined in the Alexander Severance Compensation Agreement) during the term of the agreement which is initiated by the Company for any reason other than Cause, death, or Disability (as such terms are defined in the Alexander Severance Compensation Agreement) or is initiated by Mr. Alexander for Good Reason (as defined in the Alexander Severance Compensation Agreement). These benefits depend on whether the separation occurs prior to or after a Change in Control (as defined in the Alexander Severance Compensation Agreement). If the separation occurs prior to a Change in Control, the Company shall pay Mr. Alexander a lump-sum severance payment equal to Mr. Alexander’s base salary plus the average of the annual cash bonuses paid to Mr. Alexander in the two years prior to separation. If the separation occurs within 12 months following a Change in Control, the Company shall pay Mr. Alexander a lump-sum severance payment equal to (x) 1.125 times (y) the sum of (a) Mr. Alexander’s base salary plus (b) the greater of (i) the average annual cash bonus paid to Mr. Alexander in the two years prior to separation or (ii) the target bonus amount established for Mr. Alexander in the fiscal year in which the separation occurs or, if none, an amount equal to 80% of Mr. Alexander’s base salary. On September 15, 2016, the Company and Mr. Alexander entered into a Second Amended Severance Compensation Agreement extending the term of the Alexander Severance Compensation Agreement to March 18, 2017. On January 11, 2017, the Company and Mr. Alexander entered into a Third Amended Severance Compensation Agreement further extending the term of the Alexander Severance Compensation Agreement to December 31, 2017.

On February 6, 2015, the Company and Mr. Alexander entered into a First Amendment to the Restricted Stock Grant Agreement dated February 12, 2013 (the “Alexander February 2013 RSG Agreement”). Pursuant to this amendment, the vesting of 18,519 shares of restricted stock, of a total of 55,556 restricted shares that were granted pursuant to the Alexander February 2013 RSG Agreement, was deferred from February 12, 2015 to February 12, 2016. On December 10, 2015, the Company and Mr. Alexander entered into a Second Amendment to the Alexander February 2013 RSG Agreement, pursuant to which the vesting of 18,518 shares of restricted stock, of a total of 55,556 restricted shares that were granted pursuant to the Alexander February 2013 RSG Agreement, was deferred from February 12, 2016 to February 12, 2017. 

-16-

On December 10, 2015, the Company and Mr. Alexander entered into a First Amendment to the Restricted Stock Grant Agreement dated December 16, 2013 (the “Alexander December 2013 RSG Agreement”). Pursuant to this amendment, the vesting of 3,704 shares of restricted stock, of a total of 11,112 restricted shares that were granted pursuant to the Alexander December 2013 RSG Agreement, was deferred from December 16, 2015 to March 14, 2016.

On December 10, 2015, the Company and Mr. Alexander entered into a First Amendment to the Restricted Stock Grant Agreement dated December 11, 2014 (the “Alexander December 2014 RSG Agreement”). Pursuant to this amendment, the vesting of 1,667 shares of restricted stock, of a total of 5,000 restricted shares that were granted pursuant to the Alexander December 2014 RSG Agreement, was deferred from December 11, 2015 to March 14, 2016.

Indemnification Agreements

In 2013, the

The Company has 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, 2013.2016. This table includes unexercised and unvested options and equity awards. Vesting schedules are subject to acceleration or forfeiture in certain circumstances, including a change of control.

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				—				—				9,333,500	(2)		$	3,173,390
			5,000,000				—				—			$	0.34				6/18/22				—				—				—				—
Eric Alexander			—				—				—				—				—				—				—				1,333,320	(3)		$	453,329
Debra Struhsacker			300,000				100,000	(4)			—			$	0.45				3/6/22				—				—				816,660	(5)		$	277,664
			300,000				100,000	(4)			—			$	0.34				6/18/22				—				—				—				—

TABLE OF CONTENTS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review of Related Person Transactions

We do not have a formal written policy

Our Audit Committee is responsible for assisting the Board of Directors with 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 requirerequest 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 DirectorsThe Audit Committee 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.

-20-

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 Compensation — Indemnification Agreements”, and “Director Compensation”.

TABLE OF CONTENTS

Transactions or Relationships 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 Agreements and Subscription Agreements provided for the sale

In April 2015, we sold to Levon Resources of 35,178,572 sharesMr. Honig 427,351 units of the Company’s common stocksecurities for $0.28 per share, or $9,850,000 in the aggregate. The transaction was completed and the shares issued on October 20, 2014. Immediately following the sale, Levon Resources beneficially owned approximately 9.9% of our outstanding common stock.

Transactions with Frost Gamma

On February 23, 2012, we issued 600,000 shares of our Series D Convertible Preferred Stock and warrants to purchase an aggregate of 5,250,000 shares of our common stock at an exercise price of $0.40 per share for an aggregatea purchase price of $600,000 to Frost Gamma Investments Trust (“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 indebtedness$5.85 per unit, or $2,500,000 in the then current principal amountaggregate, as part 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.

On June 19, 2012, we entered into a Conversion Agreement with Frost Gamma whereby Frost Gamma agreed to convert 3,284,396 shares of 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.

On July 23, 2014, the Company entered into a Unit Purchase Agreement and a Subscription Agreement with Frost Gamma. The Unit Purchase Agreement and Subscription Agreement provided for the sale to Frost Gamma of 441,177 units of commons stock and warrants,private placement, with each unit consistingcomprised of one share of common stock and a 24-month warrant to purchase 0.4 shares of common stock, having an exercise pricea share of $0.45, at a purchase price of $0.34 per unit. The transaction was completed and the shares and warrants issued on July 30, 2014.

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 ourCompany’s 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

TABLE OF CONTENTS

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 Mr. 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.

In August 2013, we sold 5,050 shares of Series E preferred stock and warrants to purchase 6,060,000 shares of common stock to Mr. Honig in a private placement for a purchase price of $4,999,500. We also exchanged with Mr. Honig 652 shares of Series E preferred stock and warrants to purchase 782,400 shares of common stock for the outstanding principal and accrued interest of approximately $646,000 owed by us to Mr. Honig pursuant to the Credit Facility Agreement dated February 23, 2011, as amended, between a subsidiary of the Company and Mr. Honig above. The sale and exchange werewas completed on equivalent terms to other investors purchasing in the private placement.

In July 2014,February 2016, we sold to Mr. Honig 5,441,175367,647 shares of common stock and warrants to purchase 2,176,469 shares of common stock in private placements for a purchase price of approximately $1.9 million. The sales were completed on equivalent terms to other investors purchasing in the private placements.

In October 2014, we sold to Mr. Honig 535,714 shares ofour common stock for a purchase price of $0.28$3.40 per share, or $150,000approximately $1,250,000 in the aggregate, as part of a private placement. The terms of the private placement were reviewed and approved by the Audit Committee.

Transactions or Relationships with or involving Levon Resources.Mr. Smith

On March 24, 2016, the Company entered into a subscription agreement with the Donald Smith Value Fund, L.P. The salesSubscription Agreement provided for the sale to Donald Smith Value Fund, L.P. of 1,850,000 units for $3.25 per unit, with each unit consisting of one share of common stock and one thirty-month warrant to purchase 0.5 of a share of common stock at an exercise price of $4.35. The transaction was completed and the shares were completedissued on equivalent terms toMarch 28, 2016. Immediately following the sale, Mr. Smith beneficially owned approximately 7.1% of our outstanding common stock. No other investors purchasingpurchased shares in the private placement.

Transactions with Debra Struhsacker

Ms. Struhsacker was a consultant of the Company regarding environmental permitting and other matters from August 2011 until she joined the Company as Corporate Vice President in September 2013. We paid Ms. Struhsacker consulting fees totaling approximately $40,000 in 2011, and approximately $200,000 in 2012, and granted the following options to her in 2012: 400,000 options on March 6 with an exercise price of $0.45, vesting ratably on the grant date and December 31 of 2012, 2013 and 2014; 400,000 options on June 18 with an exercise price of $0.34, vesting ratably on the grant date and December 31 of 2012, 2013 and 2014. Consulting fees and stock awards paid to Ms. Struhsacker in 2013 prior to her election as Corporate Vice President of the Company in September 2013 are reported as all other compensation in the Summary Compensation Table.

Transactions with Alex Morrison

Mr. Morrison receives a consulting fee from the Company for services related to mergers and acquisitions and strategic advice, which services are outside the scope of his duties as a director. For the period from January 1 to September 30, 2014, the amount of consideration was $28,625, and no such fees were paid in fiscal year 2013.

Transactions with Timothy Janke

Prior to his appointment as the Chief Operating Officer of the Company in August 2014, Mr. Janke received consulting fees from the Company during fiscal year 2013 in the amount of $78,075 and during fiscal year 2012 in the amount of $24,920 for services related to mine engineering and operations for the Relief Canyon Mine.

TABLE OF CONTENTS

INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee evaluates the Company’s principal accountant. This year, the Audit Committee has recommended stockholders ratify its appointment of KBL, LLP to serve as the Company’s independent public accountant for fiscal year 2017. KBL, LLP has served as our independent registered public accounting firm since 2010. The Company is not submitting to its stockholders for election a principal accountant for the 2014 fiscal year. The Company will evaluate its principal accountant and make a decision in the Company’s best interests. We do not anticipate that representatives of KBL, LLP will be present at the Annual and Special Meeting of Stockholders. If present, the firm would have the opportunity to make a statement if they desire to do so and representatives would be available to respond to appropriate questions.

The following table sets out the aggregate fees billed by KBL, LLP for the fiscal years ended December 31, 20132016 and 20122015 for the categories of fees described.

		Fiscal Year Ended December 31,
		2013				2012
Audit Fees(1)		$	67,500			$	72,500
Audit Related Fees			1,500				—
Tax Fees			—				—
All Other Fees			—				—
Total Fees		$	69,000			$	72,500

(1) Audit fees include fees for services rendered for the audit of our annual financial statements and reviews of our quarterly financial statements.

(2) Audit-related fees include fees related to the review of the Company’s prospectus supplement.

The Audit Committee charter includes certain policies and procedures regarding the pre-approval of audit and non-audit services performed by an outside accountant. The Audit Committee is required to pre-approve all engagement letters and fees for all auditing services (including providing comfort letters in connection with securities underwritings) and non-audit services performed by the outside auditors, subject to any exception under Section 10A of the Exchange Act and any rules promulgated thereunder. Pre-approval authority may be delegated to a committee member or a subcommittee, and any such member or subcommittee must report any decisions to the full committee at its next scheduled meeting. All of the fees and services provided by KBL subsequent to the formation of the Audit Committee in June 2015 were approved by the Audit Committee pursuant to its pre-approval policy as provided in the Audit Committee charter.

REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report.

The Audit Committee is currently comprised of Mr. Morrison (Chairman), Mr. Karr and Ms. Saxton; however Ms. Saxton was appointed to the Audit Committee on October 30, 2017 and therefore is not a signatory of this report. The Audit Committee is responsible for overseeing management’s conduct of the Company’s accounting and financial reporting process and systems of internal accounting and financial controls; selecting, retaining and monitoring the independence and performance of the Company’s outside auditors, including overseeing the audits of the Company’s financial statements, approving any non-audit services; and providing an avenue of communication among the outside auditors, management and the Board.

Management has the primary responsibility for the Company’s financial reporting process, accounting principles, and internal controls, as well as preparation of the Company’s financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). The independent auditors are responsible for performing an audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing reports thereon. The Audit Committee is responsible for overseeing the conduct of these activities. It is not the Audit Committee’s duty or responsibility to conduct auditing or accounting reviews or procedures or to independently verify the representations made by management and the independent auditors. The Audit Committee’s considerations and discussions with management and the independent auditors do not assure that the Company’s financial statements are presented in accordance with GAAP or that an audit of the annual financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board (United States), or that the independent auditors are, in fact, “independent.”

The Audit Committee has met and held discussions with management and the independent auditors on a regular basis. The Audit Committee plans and schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its responsibilities. The Audit Committee’s meetings include, whenever appropriate, executive sessions with the independent auditors without the presence of the Company’s management. The Audit Committee has reviewed and discussed with both management and the independent auditors the Company’s consolidated financial statements as of and for the year ended December 31, 2016, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of the disclosures in the financial statements. Management advised the Audit Committee that the financial statements were prepared in accordance with GAAP. The Audit Committee has relied on this representation, without independent verification, and on the representations of the independent auditors included in their report on the consolidated financial statements.

The Audit Committee discussed with the independent auditors the matters required to be discussed pursuant to the Statement of Auditing Standards, as amended, the Public Company Accounting Oversight Board (PCAOB) Auditing Standards and the Nasdaq listing standards. The independent auditors have provided to the Audit Committee the written disclosures and the letter required by PCAOB Rule 3526, “Communication with Audit Committees Concerning Independence,” and the Audit Committee has discussed with the independent auditors their independence.

Based upon its review and discussions with management and the independent auditors and the reports of the independent auditors, and in reliance upon such information, representations, reports and opinions, the Audit Committee recommended that the Board of Directors approve the audited financial statements for inclusion in the Company’s annual report on Form 10-K for the year ended December 31, 2016, and the Board of Directors accepted the Audit Committee’s recommendations.

Submitted by the members of the Audit Committee:

Alex Morrison, Chairman

Edward Karr

OTHER INFORMATION

Stockholder Proposals

There are no proposals by any stockholder which are or could have been included within this Proxy Statement.

The Company will review stockholder proposals intended to be included in the Company’s proxy materials for the 20152018 annual meeting of stockholders that are received by the Company at its principal executive offices no later thanby July 15, 2015 (assuming next year’s9, 2018; provided, if we change the date of our 2018 annual meeting by more than 30 days from the date of the 2017 annual meeting, then such deadline is held ona reasonable time before we begin to print and mail our proxy materials for the same date as this year’s2018 annual meeting).meeting. The Company will comply with Rule 14a-8 of the Exchange Act with respect to any proposal that meets its requirements. All stockholder proposals should be submitted to: Pershing Gold Corporation, 1658 Cole Boulevard, Building 6, Suite 210, Lakewood, CO 80401, Attention: Corporate Secretary. We urge you to submit any such proposal by a means which will permit proof of the date of delivery, such as certified mail, return receipt requested.

Householding

The bank, broker or other nominee for any stockholder who is a beneficial owner, but not the record holder, of the Company’s shares may deliver only one copy of the Proxy Statement to multiple stockholders who share the same address, unless that broker, bank or other nominee has received contrary instructions from one or more of the stockholders. The Company will deliver promptly, upon written or oral request, a separate copy of the Proxy Statement to a stockholder at a shared address to which a single copy of the document was delivered. Stockholders who wish to receive a separate copy of the Proxy Statement now, or a separate copy of the Notice of Internet Availability or Proxy Statement in the future, should write to us at: Pershing Gold Corporation, 1658 Cole Boulevard, Building No. 6, Suite 210, Lakewood, Colorado 80401, Attention: Corporate Secretary. Beneficial owners sharing an address who are receiving multiple copies of the Proxy Statement and wish to receive a single copy of the Notice of Internet Availability or Proxy Statement in the future will need to contact their broker, bank or other nominee to request that only a single copy be mailed to all stockholders at the shared address in the future.

Furnishing of Proxy Materials

The Proxy Statement is accompanied by a copy of our Annual Report to Stockholders (including financial statements) for the fiscal year ended December 31, 2013 (the “Annual Report”).2016.

TABLE OF CONTENTS

OTHER MATTERS

Our management and the Board of Directors know of no other matters to be brought before the Annual and Special Meeting. If other matters are presented properly to the stockholders for action at the Annual and Special Meeting and any postponements and adjournments thereof, it is the intention of the proxy holders named in the proxy to vote in their discretion on all matters on which the common stock represented by such proxy are entitled to vote.

You are urged to complete, sign, date and return your proxy promptly. You may revoke your proxy at any time before it is voted. If you attend the Annual and Special Meeting, as we hope you will, you may vote your shares in person.

By order of the Board of Directors,

/s/ Mindyjo Germann

Mindyjo Germann
Corporate Secretary

Our Annual Report on Form 10-K and Form 10/K-A for the fiscal year ended December 31, 20132016 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 Boulevard, Building 6, Suite 210, Lakewood, CO 80401, attention: Corporate Secretary, or by calling: (720) 974-7248.

TABLE OF CONTENTS

ANNEX B
TEXT OF CERTIFICATE OF AMENDMENT
(DECREASE AUTHORIZED SHARES)

TextFOR the ratification of the proposed amendment to Pershing Gold Corporation’s Amended and Restated Articles of Incorporation:

Section 3.01independent auditor in Proposal 2. Proposal No. 1: To elect the following five (5) persons as directors of the AmendedCompany to serve until their successors are elected and Restated Articlesqualified: 01 Stephen Alfers FOR WITHHOLD AUTHORITY 02 Barry Honig FOR WITHHOLD AUTHORITY 03 Edward Karr FOR WITHHOLD AUTHORITY 04 Alexander Morrison FOR WITHHOLD AUTHORITY 05 Pamela Saxton FOR WITHHOLD AUTHORITY DO NOT PRINT IN THIS AREA (Shareholder Name & Address Data) Proposal No. 2: To ratify the selection of Incorporation,KBL, LLP as amended, is amendedthe Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. FOR AGAINST ABSTAIN WILL ATTEND THE MEETING THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED HEREON WITH RESPECT TO THE ABOVE PROPOSALS, BUT IF NO SPECIFICATION IS MADE, THEY WILL BE VOTED FOR ALL DIRECTOR NOMINEES, AND FOR PROPOSAL NO. 2. Please mark, date and sign this proxy card and return it in its entiretythe accompanying envelope. Please sign as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature Date Signature (if held jointly) Date CONTROL NUMBER FOLD AND DETACH HERE AND READ THE REVERSE SIDE PLEASE SIGN, DATE, AND MAIL THIS WHITE PROXY CARD TODAY PERSHING GOLD CORPORATION PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 20, 2017 CONTROL NUMBER PROXY VOTING INSTRUCTIONS Please have your 11 digit control number ready when voting by Internet or Telephoner Proxy on the Internet: Go to read as follows:www.AALvote.com/PGLC Have your proxy card available when you access the above website. Follow the prompts to vote your shares. TELEPHONE Vote Your Proxy by Phone: Call 1 (866) 804-9616 Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. MAIL Vote Your Proxy by Mail: Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided.

“Section 3.01 Authorized Capital Stock.  The total number of shares of stock this Corporation is authorized to issue shall be two hundred fifty million (250,000,000) shares. This stock shall be divided into two classes to be designated as “Common Stock” and “Preferred Stock”.”

Section 3.02 of the Amended and Restated Articles of Incorporation, as amended, is amended in its entirety to read as follows:

“Section 3.02 Common Stock.  The total number of authorized shares of Common Stock shall be two hundred million (200,000,000) shares with par value of $0.0001 per share.”