Cantor Fitzgerald - Pershing Gold Corp

May 28, 2014 Initiating Coverage

Rob Chang, MBA Associate: Michael Wichterle, MBA [email protected] [email protected] (416) 849-5008 (416) 849-5005

Sales/Trading Toronto: (416) 363-5757, (866) 442-4485 See disclosure and a description of our recommendation structure at the end of this report.

Company profile: Pershing Gold is a near term gold producer with assets in Nevada. Pershing has a fully operational and permitted processing facility along with a consolidated land position of over 25,000 acres.

Equity Research

PERSHING GOLD CORP. Near-term gold producer with a turn-key facility and pedigreed management

INVESTMENT THESIS

Pershing Gold Corp is a near-term, Nevada-based gold development company with pedigreed management that will soon re-start production at the Relief Canyon Mine.

VALUATION

We are initiating coverage on Pershing Gold Corp. with a Buy recommendation and a $0.55/share target price. Our target price reflects a 1.0 multiple to our $0.54 per share NAV valuation.

FOCUS POINTS

Relief Canyon mine Pershings Relief Canyon Mine is located in a known gold and silver trend in North-central Nevada. The mine itself has previously been in production (131,000 oz gold, 111,000 oz silver) in the late eighties.

Blue sky potential Pershing controls a total consolidated land position of 25,000 acres located adjacent to established mines. Of which less than 10% has been explored to date.

Permitted processing facility As a key asset, Pershing Gold has a fully permitted processing plant with a capacity to treat 8M tons per year. Moreover, the permitted leach pad has a 21M ton capacity. The facility itself is ideally positioned to process future discoveries from satellite deposits.

Permits & production The company is on track to be fully permitted by 2015. We anticipate production to begin in 2016.

Pedigreed Management Chairman and CEO Stephen Alfers was the former Chief of U.S. Operations at Franco-Nevada and has developed several notable gold projects including Long Canyon, Sandman, and Northumberland.

Recommendation: BUY Symbol/Exchange: PGLC/OTCQB

Sector: Metals & Mining

All dollar values in USD$ unless otherwise noted.

Current price: $0.35

One-year target: $0.55

Return target: 57%

Cash on hand $5.5M

Financial summary

Shares O/S (M) 280.3 52-week range $ 0.34 - 0.41

Market cap ($M) $98.1 Avg. weekly vol. (000) 2,898

Market float ($M) $95.0 Fiscal year-end 31-Dec

Measured & Indicated Tons (K) Au (g/t) Au (Koz)

Measured-Oxide 3,985 0.7 87.0

Indicated-Oxide 22,712 0.6 447.0

Indicated-Sulfide 250 2.2 18.0

Total 26,947 0.6 552.0

Inferred Tons (K) Au (g/t) Au (Koz)

Inferred-Oxide 10,124 0.5 157.0

Inferred-Sulfide 163 1.5 8.0

Total 10,287 0.5 165.0

(0.156g/t Oxide & 0.633g/t Sulfide cut-off)

Source: Company Reports and Cantor Fitzgerald

Pershing Gold Corp. May 28, 2014

Rob Chang, MBA, (416) 849-5008 2 of 18

SUMMARY AND RECOMMENDATION

We are initiating coverage of Pershing Gold Corp. (PGLC) with a Buy recommendation and a $0.55/share target price. With Pershing Gold, we see an excellent combination of a quality exploration project given the status as a past producing mine, a proven management team, a nearly-new processing facility, and a quick timeframe to production. Our target price of $0.55 implies upside of 57% from last close.

Since its trading began nearly three years ago, Pershing Gold has grown via exploration and acquisition. This is demonstrated by the resource growth at its Relief Canyon Project, beginning with 155,000 oz as of a June 2010 NI43-101 Technical Report which subsequently grew to 564,000 oz by January 2013. Presently, given the newest Technical Report which was published in March 2014, the global gold resource stands at 717,000 oz.

Given that most permits are already in-hand, we forecast a quick re-start in production by 2016, (nearly 85,000 ounces). While Pershing has not released a preliminary economic analysis, based on Nevada-peer performance data, we estimate Pershing to produce at an all-in sustaining cash cost of $743.50.

Exhibit 1. Share price performance & gold resource growth

Source: Cantor Fitzgerald Canada

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Sept 2011:

Global Au Resource:

155,000 oz

January 2013:

Global Au Resource:

564,000 oz

March 2014:

Global Au Resource:

717,000 oz


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Exhibit 2. Key asset location

Source: Pershing Gold Corp.

INVESTMENT POSITIVES

Past producing mine - The Relief Canyon Mine has a history of production in which 131,000 oz of gold along with 111,000 oz of silver have been mined in the late eighties.

Rapid resource growth - Since June 2010, a global resource of 155,000 oz has grown by 363% to reach 717,000 oz as of March 2014. The estimated 2014 drilling budget for Relief Canyon will total $1.5M and encompass between 7,000-8,000 meters.

Exploration upside Of the over 25,000 acres of claims, less than 10% has been explored. In fact, the deposit itself at Relief Canyon is only about 50%-60% explored according to management. We note that operations are in a known gold & silver trend which since 2011 has had nearly $7M in exploration drilling. The Relief Canyon mine is located 6 miles south of Coeur Minings (CDE-NYSE, CDM-TSX; Not Rated) Rochester Mine that is expected to produce 28,000 31,000 oz. of gold and 4.1 4.4M oz. of silver in 2014 as well as two other operations within 15 miles distance.

Fully permitted processing facility Currently on care & maintenance, the processing facility is expected to be re-commissioned along with all necessary ancillary support facilities on the Relief Canyon mine site. The processing plant has a capacity to treat 8M tons per year. Moreover, the permitted leach pad has a 21M ton capacity. The plant is relatively new, having been built in 2008. The re-commissioning is expected for the first half of 2015.

Excellent management pedigree Chairman and CEO Stephen Alfers was the founder and CEO of NewWest Gold Corporation from 2002-2007, where he led the development of several notable gold projects including Long Canyon, Sandman, and Northumberland, all projects now owned and being developed by Newmont. Alfers was a senior executive at Franco-Nevada


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Corporation from its founding in 2007 until he joined Pershing in 2012. Pershings Nevada based group includes VP and General Manager Dan Moore has over 27 years of mining engineering and operations experience at several mines including Round Mountain, Florida Canyon and Cortez and Corporate VP, Debbie Struhsacker, with more than 30 years experience in gold exploration and permitting and regulatory matters. Larry Hillesland leads a group of experienced exploration and development geologists.

Nevada has a long history of gold mining seeing as the State contributes approximately three-quarters of total U.S. production. All major players such as Barrick Gold (ABX-NYSE/TSX, Not rated), Newmont Mining (NEM-NYSE, Not rated), Goldcorp (GG-NYSE/G-TSX, Not rated), and Kinross Gold (KGC-NYSE/K-TSX, Not rated) have major operations in the State, mining from world class mines such as Carlin, Gold Quarry, Goldstrike, Marigold, Cortez, and Round Mountain.

A smaller Nevada based peer group comprising of Allied Nevada (ANV-NYSE/TSX, Not rated), Midway Gold (MDW-NYSE/TSX, Not Rated), Rye Patch Gold (RPM-TSXV, Not Rated), Klondex Mines (KDX-TSXV, Not Rated), and Comstock Mining (LODE-AMEX, Not Rated) have been assembled for purposes of comparable analysis.

Exhibit 3. Nevada based peers rebased to PGLC

Source: Cantor Fitzgerald Canada, Bloomberg

As can be seen from exhibit 3 above, Pershing Gold has outperformed most of its peers since the start of 2012, with the exception of Comstock Mining (LODE) and is on par with Klondex Mines (KDX).

HISTORY

Pershing Gold Corporation, formerly named Sagebrush Gold Ltd., was incorporated under the laws of the State of Nevada on August 2, 2007.

On August 30, 2011, the Company, through its wholly-owned subsidiary, Gold Acquisition Corp. acquired its first gold property, the Relief Canyon Mine property located in Pershing County, near Lovelock, Nevada, for an aggregate purchase price consisting of: $12 million in cash and $8 million in senior

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1/4/2012 7/4/2012 1/4/2013 7/4/2013 1/4/2014

Rebased ANV Rebased MDW Rebased RPM Rebased KDX Rebased LODE PGLC

PGLC


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secured convertible promissory notes. At the time, the property had an NI43-101 indicated resource of 113,000 ounces gold along with an additional 42,000 ounces of inferred gold. In conjunction with the acquisition and with the underlying intent of getting the mine and leach processing facilities back into production, a plan to consolidate the previously fractioned land ownership surrounding the Relief Canyon mine was put into place.

On February 27, 2012, the Company changed its name to Pershing Gold Corporation.

On April 13, 2012, Pershing Gold announced that it had closed a transaction with Victoria Gold (VIT-TSXV; Not Rated) whereby in exchange for US$2M, 10M common shares of Pershing Gold, and 5M two-year warrants exercisable for one share of Pershing Gold common stock at an exercise price of $0.60 per share, Pershing gold received the following: Exclusive control of approximately 13,300 acres of unpatented mining claims and private lands surrounding current landholdings at the Relief Canyon mine.

By September 17, 2012, the Relief Canyon mine and the lands immediately surrounding the mine were controlled by a single owner.

On February 7 2013, Pershing Gold further expanded landholdings with the addition of approximately 2,630 acres of both unpatented mining claims and private lands. Upon completion of the acquisition (and to date), Pershing Gold holds 25,220 acres in the Pershing Gold and Silver Trend.

Shares of Pershing Gold Corp. trade on the OTCQB under the ticker PGLC. However, the company is in the process of up-listing to the NYSE:MKT, where we believe the graduation to the senior board will improve liquidity and interest.

Exhibit 4. Historic production


RELIEF CANYON MINE

Pershing Gold owns 164 unpatented lode mining claims and 120 unpatented millsites at the Relief Canyon mine property, which is located 100 miles northeast of Reno Nevada. The property includes the Relief Canyon mine and gold processing facilities, currently on care and maintenance status. The Relief Canyon mine includes three open pit mines, heap leach pads comprised of six cells, two solution ponds, and a cement block constructed adsorption desorption-recovery (ADR) solution processing circuit. The ADR type process plant consists of four carbon columns, acid wash system, stripping

Year Gold (oz.) Silver (oz.) Tons mined (M)

1984-1985 13,826 - -

1986 1,800 - -

1987 41,600 31,868 4.9

1988 40,000 42,570 9.5

1989 29,900 29,828 9.6

1990 4,100 6,414 0.0

Totals 131,226 110,680 24.0


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vessel, and electrolytic cells. The process facility was completed in 2008 by Firstgold Corp and produced gold until 2009. The facilities are generally in good condition. Note that most of the Relief Canyon mine property carries a production royalty equal to 2% of net smelter returns payable to Battle Mountain Gold Exploration LLC (now owned by Royal Gold).

Exhibit 5. Relief Canyon mine & processing facilities

Source: Pershing Gold Relief canyon NI43-101 Technical Report April 2013

Several other gold and silver properties are located in the Humboldt Range which is in the general vicinity of the Relief Canyon property. As can be seen below in exhibit 6, there are several other properties within 10-30 miles of Relief Canyon which have similar geological characteristics.


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Exhibit 6. Relief Canyon and adjacent properties

Note: The Spring Valley Project is in development and is now owned by Barrick Gold Note: Relief Canyon is now in development Source: Pershing Gold Relief canyon NI43-101 Technical Report April 2013

Mining companies nearby include Coeur Mining which operates the Rochester mine, Barrick Gold/Midway Gold (ABX-NYSE/TSX, MDW-NYSE/TSX; Not Rated) which operates the Spring Valley project, and Rye Patch Gold (RPM-TSXV; Not Rated) which owns the past-producing Willard mine.

Exhibit 7. Relief Canyon & adjacent mines/projects

Source: Cantor Fitzgerald Canada, Individual Company Reports

Company Mine/Project Status Peak Production (Year) Global Gold Resource Distance from Relief Canyon

Coeur Mining Rochester Mine Current producer 30,860 oz Au, 2.8M oz Ag (2013) 1,236,000 oz 6 Miles north

Rye Patch Gold Willard Mine Past producer 25,000 oz Au (1992) 2,318,000 oz 9 Miles northwest

Barrick Gold/Midway Gold Spring Valley Project Exploration - 4,131,000 oz 15 Miles northeast

Pershing Gold Corp. Relief Canyon Mine Past producer 41,600 oz Au (1987) 717,000 oz -


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RELIEF CANYON

Resource Growth

Since June 2010, a global resource of 155,000 oz has grown by 363% to reach 717,000 oz as of March 2014. The estimated exploration budget on Relief Canyon this year will total $1.5M and encompass between 8,000-9,000 meters.

Exhibit 8. Relief Canyon resource growth

Source: Pershing Gold Corp, Cantor Fitzgerald Canada

Exploration Potential:

From 2011-2012, approximately 15,000 meters of drilling was completed and nearly $5M spent, 300,000 ounces was added to the resource estimate. In 2013, approximately $1.5M was spent on 6,000 meters of drilling. This year, an additional $1.5M drilling budget will be spent to drill ideally between 8,000-9,000 meters, spread over up to 40 holes.

As announced in early May, 2014 drilling has commenced with two areas of focus: The first drilling area will be along the high-wall of the current pit with the goal of expanding the resource to the east. This high-wall drilling will utilize a specialized rig designed to drill holes at very shallow dip angles, allowing Pershing Gold the ability to test areas beneath and east of the high-wall without constructing new roads. The second area of drilling will include step-out holes testing for high-grade mineralization within and to the north of the existing pit. This drilling will utilize a standard surface diamond core drill rig. The program will also include in-fill drill holes to expand high-grade zones within the Lower and Jasperoid zones.

To date, Pershing Gold has consolidated an area in the vicinity of the Relief Canyon Mine to encompass 25,200 acres, which will allow for expansion in all directions given the 2014 drilling campaign. It is estimated that less than 10% of the entire area has been explored to date and only about 50%-60% of the deposit has been explored as well - leaving plenty of potential for blue-sky resource expansion.

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Exhibit 9. 25,200 total acres allows for expansion in all directions


Highlight drill holes from 2013 exploration drilling included several high grade intercepts, notably drillhole RC13-145 which returned 6.441 g/t over 20.5 feet, RC13-151 which returned 7.68 g/t over 43.5 feet and RC13-148 which returned 5.486 g/t over 5.2 feet.


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Exhibit 10. Relief Canyon 2013 high grade drilling highlights


Note that the above drill hole data is concentrated in two delineated areas, the Jasperoid Zone and the Lower Zone.

The gold bearing zones are a series of stacked fault zones in which the upper one is the main zone, followed by the lower zone, and finally followed by the Jasperoid zone. The distance from the main zone to the bottom of the Jasperoid zone is about 150 meters on average. The bulk of the current resource is contained in the main zone and the rocks in all zones are various types of breccias.

Drillhole From To Length Gold Silver

(Ft) (Ft) (Ft) g/t g/t

RC13-138 193.7 204.5 10.8 1.293 1.398

RC13-141 360.5 537.5 177.0 1.614 6.302

Including 481.8 485.0 3.2 37.005 51.100

RC13-142 318.0 326.0 8.0 1.070 4.450

RC13-142 367.0 377.8 10.8 1.192 2.430

RC13-144 315.0 388.8 73.8 0.834 1.942

Including 315.0 330.0 15.0 1.402 4.401

RC13-145 180.0 195.0 15.0 1.117 0.400

RC13-148 198.8 204.0 5.2 5.486 6.100

RC13-150 314.6 355.0 40.4 1.802 2.572

Including 320.0 325.0 5.0 6.787 12.300

RC13-137 140.5 144.0 3.5 22.181 22.700

RC13-140 514.0 524.1 10.1 2.229 4.021

RC13-143 313.7 430.0 116.3 0.457 2.140

Including 355.0 363.5 8.5 3.711 5.903

RC13-144 315.0 388.8 73.8 0.834 1.942

RC13-145 383.5 404.0 20.5 6.441 5.026

including 399.0 404.0 5.0 19.645 13.400

RC13-147 285.0 308.8 23.8 1.160 6.618

RC13-149 330.0 385.0 55.0 2.504 34.736

Including 335.0 354.0 19.0 6.514 97.238

RC13-150 436.4 478.0 41.6 2.760 3.723

Including 462.5 468.9 6.4 12.880 11.550

RC13-151 315.4 343.9 28.5 1.220 3.284

RC13-151 429.8 473.3 43.5 7.680 23.768

Including 434.5 449.5 15.0 10.734 29.719

Including 463.3 468.3 5.0 31.401 73.700

RC13-152 551.0 592.0 41.0 3.026 9.647

Including 563.9 567.0 3.1 29.550 96.000

Lower Zone Intercepts

Jasperoid Intercepts


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Exhibit 11. 2013 Drillhole locations and delineated gold zones


PRODUCTION TO COME BY 2016

Given the current resource inventory and other publicly-available information, we foresee initial production commencing in 2016 at an initial rate of 85,000 ounces per year, ramping up to just over 100 ounces per year in the subsequent three years. We foresee cash costs maintained at under $800 per ounce over the current life-of-mine, while the all-in sustaining cost will be slightly above $800 per ounce.

Exhibit 12. Relief Canyon estimated production & costs

Source: Pershing Gold Corp, Cantor Fitzgerald Canada

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Our full Relief Canyon model assumptions are depicted below in exhibit 13. While we forecast production to commence in 2016, we expect production to only come from above the water table for the first two years and then go below the water table in 2018, where there is higher grade and higher costs due to depth and the associated higher strip ratio. Moreover our model only accounts for mining from the oxide resource and does not include the sulphide resource.

Our assumptions are based on an analysis of similar operations such as Midways Pan Project and Allied Nevadas Hycroft Mine.

Exhibit 13. Relief Canyon Model Assumptions

Source: Cantor Fitzgerald Canada Estimates, Pershing Gold Corp.

KEY ASSET: PROCESSING FACILITY

The state of the art heap leach facility was refurbished in 2008 and has the capacity to treat 8M tons per year. The fully permitted leach pad has a 21M ton capacity. Pershing Gold Corp. currently has secured all the necessary permits needed to run the plant. Note as well that approval of a mine expansion is expected in 2015.

CFCC Research Estimates/ ForecastsMining Method Open Pit

Mining Capacity 7 Million Tons per yearInitial CapEx $14M

Sustaining CapEx $3M year for four yearsM&I Resource above the water table 8.9 M tonsM&I Resource below the water table 17.8 M tons

Inferred Resource above the water table 3.4 M tonsInferred Resource below the water table 6.7 M tons

% of Resource to Crushing Circuit 0.67% of Resource to Run of Mine Circuit 0.33

Crushing Head Grade - Above Water Table 0.024 oz/ tROM Head Grade - Above Water Table 0.007 oz/ t

Crushing Head Grade - Below Water Table 0.032 oz/ tROM Head Grade - Below Water Table 0.007 oz/ t

Crushing Recoveries 75%ROM Recoveries 60%

Strip Ratio - Above Water Table 2:1Strip Ratio - Below Water Table 4:1Open Pit Mining Cost (t/ mined) $1.80/ t

Crushing Circuit Cost (t/ ore) $2.90/ tROM Circuit Cost (t/ ore) $1.20/ t

G&A Cost (t/ crushed ore) $1.20/ tAvg Cash Cost $697.63/ oz

Avg All-In Sustaining Cost $769.02/ ozAvg. Annual Gold Production 99,607 oz Au

Long Term Gold Price $1300/ ozDiscount Rate 8%Project NAV $143M

IRR 546%


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Exhibit 14. Relief Canyon Processing Plant



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Exhibit 15. Current NI 43-101 Relief Canyon resource estimate.

Source: Cantor Fitzgerald Canada, Company Reports

OWNERSHIP & SHAREHOLDER STRUCTURE

Some of the largest holders of Pershing Gold shares include Phillip Frost (19.03%), Barry Honig (13.3%), and Stephen Alfers (4.73%). Management and directors own approximately 19.0%, which clearly aligns their interest with shareholders.

As of Year-end 2013, there are 279.996M common shares outstanding. Additionally, there are 32.9M stock options outstanding with an average exercise price of $0.40/share and 21.2M warrants outstanding with an average exercise price of $0.45/share. Cash on hand currently stands at $5.5M

VALUATION

We are initiating coverage of Pershing Gold with a Buy recommendation and a $0.55 per share target price. The target price is based on applying a 1.0x multiple to our derived NAV valuation of $0.54. Our NAV analysis assumes a long term gold price (post 2019) of $1,300/oz. and our 2016 gold price (first year of production) is $1,300/oz. This target implies a 57% upside from the May 27, 2014 close of $0.35 per share.

We further note that our valuation does not include any potential resource expansions. However, we fully expect to see Pershing continue its success in identifying additional mineable resources. As such, we see our valuation more as a base valuation than an all-encompassing valuation that captures additional exploration success.

Category Cutoff Tonnes Gold Grade Total Gold

(g/t Au) (g/t Au) Ounces

Measured-Oxide 0.156 3,985,000 0.684 87,000

Indicated-Oxide 0.156 22,712,000 0.622 447,000

Indicated-Sulfide 0.622 250,000 2.208 18,000

Indicated Total Variable 22,962,000 0.622 465,000

Measured & Indicated Total Varaible 26,947,000 0.622 552,000

Inferred-Oxide 0.156 10,124,000 0.467 157,000

Inferred-Sulfide 0.622 163,000 1.493 8,000

Inferred Total Variable 10,287,000 0.498 165,000

Global Resource 717,000

*1) This updated resource estimate includes the results from the 32 core hole drilling program

(approximately 22,000 feet) completed in 2013 in the target area north of the North Pit.


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Exhibit 16. Net Asset Value

Source: Cantor Fitzgerald Canada Estimates

Comparison to Peers

A Nevada-based peer group comprising of Midway Gold (MDW-NYSE/TSX, Not Rated), Rye Patch Gold (RPM-TSXV, Not Rated), Klondex Mines (KDX-TSXV, Not Rated), and Comstock Mining (LODE/AMEX, Not Rated) have been assembled for purposes of comparable analysis, along with other select North American miners.

As noted in exhibit 17 below, PGLC trades at a premium to peers on both a Mcap/global Au oz. and EV/global Au oz due largely to the fact that the current global resource totals much less than the peer group average. We expect upcoming future resource increases will move the ratios in line with PGLCs peers.

Exhibit 17. Pershing Gold relative to Nevada and North American Peers

Source: Cantor Fitzgerald Canada Estimates & Company Reports

Mining Assets USD$ 000s Per share

Relief Canyon (100%) $143,439 $0.51Total Mining Assets $143,439 $0.51

Financial Assets USD$ 000s Per share

Cash $5,514 $0.02Working Capital net of cash $2,161 $0.01LT Liabilities -$36 ($0.00)Proceeds from ITM Instruments $0 $0.00

$7,640 $0.03Net Asset Value $151,079 $0.54

Shares Outstanding (000's) 280,284NAV/sh $0.54Diluted shares outstanding 280,284NAV per Diluted share (C$/share) $0.54Current share price (C$/share) $0.35Price / NAV 0.65x(1) Corporate adjustments are as of last reported Financial Statements March 31, 2014

Primary Primary Last price Au Mcap / EV /

Exchange(s) Ticker(s) Status Asset Location (Local $) Mcap EV Global (oz) Global Au (oz) Global Au (oz)

Allied Nevada NYSE, TSX ANV Production Hycroft Nevada 3.19 332,490,440 828,424,531 30,335,000 10.961 27.309

Midway Gold NYSE, TSX MDW Development Pan, Spring Valley Nevada 0.97 130,079,567 135,091,725 8,736,390 14.889 15.463

Rye Patch Gold TSXV RPM Exploration Wilco, Lincoln Hill Nevada 0.17 24,163,713 15,458,495 2,318,000 10.424 6.669

Klondex Mines TSXV KDX Production Midas, Fire Creek Nevada 1.82 201,707,248 211,431,760 1,019,300 197.888 207.428

Comstock Mining AMEX LODE Production Comstock Mine Nevada 1.69 136,380,822 140,745,503 2,582,000 52.820 54.510

Victoria Gold TSXV VIT Exploration Eagle Yukon 0.12 40,808,877 25,238,212 6,300,000 6.478 4.006

Timmins Gold NYSE, TSX TGD,TMM Producer San Francisco Mexico 1.37 223,829,292 210,303,832 5,240,000 42.716 40.134

Atna Resources TSX ATN Development Briggs California 0.11 20,939,209 41,883,052 10,473,000 1.999 3.999

Average 138,799,896 201,072,139 8,375,461 46.745 47.459

Pershing Gold OTCQB PGLC Development Relief Canyon 0.35 98,099,573 89,129,100 717,000 136.819 124.308


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INVESTMENT RISKS

Investing in mining and exploration companies is inherently risky. Commodity, geological, operational, regulatory, or financing risks on projects could result in delays in development or production, impact economics or disrupt shipment schedules.

Commodity Risk

The Company is in the production, development and exploration stage. There is a risk that gold prices could decline in the interim as a result of an imbalance between additional mine supply entering the market and reduced demand. Should the price of gold decline significantly, the Company could choose to delay or cancel further exploration and be required to write down reserves and resources to reflect the weaker price environment. Any delay or termination of project exploration could have an adverse impact on the future financial position and profitability of the Company.

Geologic Risk

The resource estimate for Relief Canyon was derived from the most recent resource report filed by Pershing Gold Corp. or acquired from another source. Results of infill drilling could result in a reduction in the resource estimate, and thus negatively affect the viability the project. Furthermore, the lack of future exploration success may also impact upside potential of the company.

Regulatory Risk

In accordance with applicable Federal and State laws and regulations, Pershing Gold Corp. is required to obtain the proper permits and licenses in order to conduct exploration activities, develop its projects, and ultimately mine for gold. We believe that Pershing Gold Corp. has been and will continue to be diligent in its preparation of the applications for the required permits and licenses for its projects; however, the regulatory review period could take longer than expected. With considerable mineral development taking place, the regulatory agencies may be stretched to the limit, prompting further delays.

Political Risk

We believe that the Nevada State government will continue its favourable view towards gold mining. However, any local opposition could impede exploration efforts as a result of additional public review/comment periods or debate and possibly even potential litigation.


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APPENDIX A: MANAGEMENT & DIRECTORS


Name Office Principal Occupation

Stephen AlfersExecutive Chairman, President &

CEO, Director

Stephen D. Alfers became PGCs Executive Chairman, President and Chief Executive Officer in March 2012. Prior

to accepting this position with Pershing Gold Corporation f/k/a Sagebrush Gold, Ltd., Mr. Alfers was with Franco-

Nevada Corporation (NYSE:FNV) where he served as Chief of U.S. Operations from 2007 until the end of 2011.

Before joining Franco-Nevada Corp, Mr. Alfers was President and CEO of NewWest Gold Corporation, where he

developed a large portfolio of promising Nevada gold properties including Long Canyon, Sandman, and

Northumberland. Mr. Alfers career includes twenty years of experience as a partner in several prestigious

mining, oil and gas, and natural resource development law firms where he specialized in representing large,

international mining and oil and gas clients in the U.S., Africa, and South America.

Debra Struhsacker Corporate Vice President

Ms. Struhsacker has over 25 years of expertise with the key environmental, public land, political, and

stakeholder issues pertaining to mineral exploration and mine development. She is well known as an effective

mining industry advocate with a proven track record of successfully permitting mineral exploration and mining

projects. Among her many professional accomplishments, she played a key role in the fast-track permitting of

Franco-Nevada's Ken Snyder Mine (now Newmont's Midas Mine) in Elko County, Nevada; Kinross' Buckhorn

Mine in Okanogan County, Washington; and the exploration and discovery phases of Fronteer Development

USA Inc.'s (now Newmont's) Long Canyon Project in Elko County, Nevada.

Dan MooreVice President & General Manager,

Relief Canyon Mine

Moore is a seasoned mining professional with over 27 years of experience in mining engineering and

operations. During his career, he has held leadership positions in Nevada for Pegasus Gold Corp. at the Florida

Canyon Mine, which is located near Relief Canyon, and also for; Cortez Gold Mine, Round Mountain Gold Corp.,

Kinross Gold Corp., and Allied Nevada Gold Corporation. A native Nevadan, Moore has a B.Sc. in Mining

Engineering from the highly regarded Mackay School of Mines/University of Nevada, and is a Nevada Registered

Professional Engineer.

Eric Alexander Vice President Finance & Controller

Mr. Alexander became PGCs Vice President Finance and Controller in September 2012. In November 2012 he

was appointed Principal Financial Officer, Principal Accounting Officer and Treasurer of PGC. Prior to joining

Pershing Gold Corporation, he was the Corporate Controller for Sunshine Silver Mines Corporation, a privately

held mining company with exploration and pre-development properties in Idaho and Mexico. He was also the

Corporate Controller for Golden Minerals Company (successor to Apex Silver Mines Limited), a US and Canadian

publicly traded international mining company with operations and exploration activities in South America and

Mexico. In addition to working in industry he also held the position of Senior Manager with the public

accounting firm KPMG LLP, focusing on mining and energy clients. He has over 23 years of corporate,

operational and business experience. 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.

Larry HilleslandVice President Exploration &

Development

Mr. Hillesland became PGCs Vice President of Exploration and Development in February 2012. With over 30

years of experience, Mr. Hillesland has played a key role in the discovery of several gold systems (McDonald

Meadows/Keep Cool in Montana and Nixon Fork in Alaska, Candamena in northern Mexico, and adding

indicated ounces to Kinross Kupol Project in Russia). He also defined the 1 billion pound leachable copper

deposit at Hanover Mountain in New Mexico. Mr. Hillesland has a B.S. in Geology from the University of Idaho

and a Masters degree from Oregon State University.

Mindyjo GermannExecutive Administrator &

Corporate Secretary

Ms. Germann became PGCs Executive Administrator in February 2012 and PGCs Corporate Secretary in March

2012. With over 25-years of experience, Ms. Germann has provided extensive C-Level executive support as well

as management support for numerous Chief Executive Officers and multiple Boards of Directors (DigitalGlobe,

Inc., MolsonCoors Brewing Company, and Einstein Noah Restaurant Group). Ms. Germann also served as

Paralegal and Closing Team Specialist for the Merger & Acquisitions practice groups of several nationally known

law firms (Hogan & Hartson LLP; Parcel, Mauro, Hultin & Spaanstra, P.C., and Holme Roberts and Owen LLP).

Ms. Germann has a Paralegal Certificate from the University of Colorado at Denver.

Jack Perkins Vice President, Investor Relations

Jack Perkins, Vice President of Investor Relations, joined Pershing Gold in November 2013. Perkins was formerly

the Director of Investor Relations for International Royalty Corporation (IRC). While at IRC he developed and

managed the Investor Relations program though such pivotal events as its initial public offering on the Toronto

Stock Exchange for $192 million, cross listing on the American Stock Exchange , the market crash of October

2008, financings of $65.5 and $54.1 million and the eventual acquisition of IRC by Royal Gold for $750 million.

Prior to joining IRC he was Director of Business Development for a private company engaged in management

consulting for such firms as Boeing Aerospace, Ball Aerospace and the Los Alamos National Laboratory. Perkins

has over nine-years experience in the mining industry and more than 15-years experience working with

entrepreneurially focused companies in the public and private space. He has a B.A. in Philosophy from George

Mason University and a MBA from the University of Denver.

Barry Honig Director

Mr. Honig has been the President of GRQ Consultants, Inc., since January 2004, and is a private investor and

consultant to early stage companies and sits on the board of several private companies. Mr. Honig serves as a

director on our Board of Directors due to his success as an investor, extensive knowledge of the capital markets

and his judgment in assessing business strategies. Mr. Honig has served as Co-Chairman of InterCLICK, Inc.

(NASDAQ:ICLK) since August 2007.

Alex Morrison Director

Mr. Morrison is a mining executive, chartered accountant and certified public accountant with over 26 years of

experience in the mining industry. He currently serves on the boards of Detour Gold Corporation and Taseko

Mines Limited. Mr. Morrison has held senior executive positions at a number of mining companies, most

recently serving as Vice President and Chief Financial Officer of Franco-Nevada Corporation from 2007 to 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, Mr. Morrison was

Vice President and Chief Financial Officer of NovaGold Resources, Inc. and Vice President and Controller at

Homestake Mining Company and held senior financial positions at Phelps Dodge Corporation and Stillwater

Mining Company. Mr. Morrison began his career with PricewaterhouseCoopers LLP after obtaining his Bachelor

of Arts in Business Administration from Trinity Western University.


Rob Chang, MBA, (416) 849-5008 18 of 18

Disclaimers

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Potential conflicts of interest

The author of this report is compensated based in part on the overall revenues of Cantor, a portion of which are generated by investment banking activities. Cantor may have had, or seek to have, an investment banking relationship with companies mentioned in this report. Cantor and/or its officers, directors and employees may from time to time acquire, hold or sell securities mentioned herein as principal or agent. Although Cantor makes every effort possible to avoid conflicts of interest, readers should assume that a conflict might exist, and therefore not rely solely on this report when evaluating whether or not to buy or sell the securities of subject companies.

Disclosures as of May 28, 2014

Cantor has not provided investment banking services or received investment banking related compensation from Pershing Gold Corp. within the past 12 months.

The analysts responsible for this research report do not have, either directly or indirectly, a long or short position in the shares or options of Pershing Gold Corp.

The analyst responsible for this report has visited the material operations of Pershing Gold Corp. No payment or reimbursement was received for the related travel costs.

Analyst certification

The research analyst whose name appears on this report hereby certifies that the opinions and recommendations expressed herein accurately reflect his personal views about the securities, issuers or industries discussed herein.

Definitions of recommendations

BUY: The stock is attractively priced relative to the companys fundamentals and we expect it to appreciate significantly from the current price over the next 6 to 12 months.

BUY (Speculative): The stock is attractively priced relative to the companys fundamentals, however investment in the security carries a higher degree of risk.

HOLD: The stock is fairly valued, lacks a near term catalyst, or its execution risk is such that we expect it to trade within a narrow range of the current price in the next 6 to 12 months. The longer term fundamental value of the company may be materially higher, but certain milestones/catalysts have yet to be fully realized.

SELL: The stock is overpriced relative to the companys fundamentals, and we expect it to decline from the current price over the next 6 to 12 months.

TENDER: We believe the offer price by the acquirer is fair and thus recommend investors tender their shares to the offer.

UNDER REVIEW: We are temporarily placing our recommendation under review until further information is disclosed.

Member-Canadian Investor Protection Fund. Customers' accounts are protected by the Canadian Investor Protection Fund within specified limits. A brochure describing the nature and limits of coverage is available upon request.

Cantor Fitzgerald - Pershing Gold Corp

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