Exhibit 10.2
EXHIBIT C TO ASSET PURCHASE AGREEMENT
Form of Warrant
WARRANT
NO. [
]
PERSHING GOLD CORPORATION
5,000,000 Shares
WARRANT TO PURCHASE COMMON STOCK
VOID AFTER 5:00 P.M. PACIFIC TIME
ON THE EXPIRATION DATE
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY
STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY
(A) TO PERSHING GOLD CORPORATION (B) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE U.S. SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT, (D) IN COMPLIANCE
WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS
GOVERNING THE OFFER AND SALE OF SECURITIES, AND, IN THE CASE OF (C) OR (E), ONLY
IF THE HOLDER HAS PRIOR TO SUCH TRANSFER FURNISHED TO THE COMPANY AN OPINION OF
COUNSEL OF RECOGNIZED STANDING IN CUSTOMARY FORM AND SUBSTANCE AND IN THE CASE
OF (D), THE HOLDER HAS PROVIDED TO THE COMPANY CUSTOMARY DOCUMENTATION OF THE
HOLDER AND ITS BROKER.
FOR VALUE RECEIVED, PERSHING GOLD CORPORATION, a Nevada corporation (the
"Company"), hereby agrees to sell upon the terms and on the conditions
hereinafter set forth, but no later than 5:00 p.m., Pacific Time, on the
Expiration Date (as hereinafter defined) to VICTORIA GOLD CORP., a British
Columbia corporation, whose address is 80 Richmond Street West, Suite 303,
Toronto, Ontario M5H 2A4, Canada, or registered assigns (the "Holder"), under
the terms as hereinafter set forth, Five Million (5,000,000) fully paid and
non-assessable shares of the Company's Common Stock, par value $0.0001 per share
(the "Warrant Stock"), at a purchase price of $0.60 per share (the "Warrant
Price"), pursuant to this warrant (this "Warrant").
The number of shares of
Warrant Stock to be so issued and the Warrant Price are subject to adjustment in
certain events as hereinafter set forth.
The term "Common Stock" shall mean,
when used herein, unless the context otherwise requires, the stock and other
securities and property at the time receivable upon the exercise of this
Warrant.
1.
Exercise of Warrant.
a.
The Holder may exercise this Warrant according to its terms by
surrendering the Warrant to the Company at the address set forth in Section 11,
the Notice of Exercise attached hereto having then been duly executed by the
Holder, accompanied by cash, certified check or bank draft in payment of the
purchase price, in lawful money of the United States of America, for the number
of shares of the Warrant Stock specified in the Notice of Exercise (the
"Aggregate Purchase Price"), prior to 5:00 p.m., Pacific Time, on [
]
2014 (the "Expiration Date")
C-1
b.
Cashless Exercise.
This Warrant may be exercised, in whole or in
part, at any