SC 13G 1 levon_sc13g.htm SC 13G levon_sc13g.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13G

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934

PERSHING GOLD CORP.
(Name of Issuer)
 
 
COMMON STOCK
(Title of Class of Securities)
 
715302105
(CUSIP Number)
 
October 21, 2014
(Date of Event Which Requires Filing of This Statement)
 
Check the Appropriate box to designate the rule pursuant to which this schedule is filed:
 
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule  13d-1(d)
 
 
 
 
 
CUSIP No. 715302105
13G
Page 2 of  5 Pages
 
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
 
 
Levon Resources Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)  o
 
(b)  o  
3
SEC USE ONLY
 
     
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
British Columbia, Canada
 
5
SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH  
 
35,178,572 common shares
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
35,178,572 common shares
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
35,178,572 common shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  o
 
     
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 
9.99%
12
TYPE OF REPORTING PERSON*
 
 
CO

 
 
 
 
CUSIP No. 715302105
13G
Page 3 of  5 Pages

Item 1 (a). Name of Issuer:
 
Pershing Gold Corporation
 
Item 1 (b). Address of Issuer’s Principal Executive Offices:
 
1658 Cole Boulevard, Building 6, Suite 210
Lakewood, Colorado 80401
 
Item 2 (a). Name of Person Filing:
 
Levon Resources Ltd.
 
Item 2 (b). Address of Principal Business Office or, if None, Residence:
 
Suite 900, 570 Granville Street
Vancouver, British Columbia V6C 3P1 Canada
 
Item 2 (c). Citizenship:
 
British Columbia, Canada
 
Item 2 (d). Title of Class of Securities:
 
Common Stock
 
Item 2 (e). CUSIP Number:
 
715302105

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
 o
Broker or dealer registered under Section 15 of the Act;
       
 
(b)
 o
Bank as defined in Section 3(a)(6) of the Act;
       
 
(c)
 o
Insurance Company as defined in Section 3(a)(19) of the Act;
       
 
(d)
 o
Investment Company registered under Section 8 of the Investment Company Act;
       
 
(e)
 o
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
 
(f)
 o
Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);
       
 
(g)
 o
Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);
       
 
(h)
 o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
       
 
(i)
 o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940:
       
 
(j)
 o
Group, in accordance with Rule 13d-1(b)(1)(ii)(j).
       
   
þ
If this statement is filed pursuant to Rule 13d-1(c), check this box.
 
 
 
 
 
CUSIP No. 715302105
13G
Page 4 of  5 Pages
 
Item 4. Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.

 
(a)
Amount beneficially owned: 35,178,572 common shares
 
 
(b)
Percent of class: 9.99%*
 
* Based on 351,996,041 common shares outstanding as of October 23, 2014

 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote: 35,178,572 common shares
 
 
(ii)
Shared power to vote or to direct the vote: 0
 
 
(iii)
Sole power to dispose or to direct the disposition of: 35,178,572 common shares

 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
Item 5. Ownership of Five Percent or Less of a Class.
 
If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
 
N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

Item 8. Identification and Classification of Members of the Group.
 
N/A

Item 9. Notice of Dissolution of Group.

N/A
 
Item 10. Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect
 
 
 
 
 
CUSIP No. 715302105
13G
Page 5 of  5 Pages
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
LEVON RESOURCES LTD.
  
       
Date: November 6, 2014
By:
/s/ Annie Chan  
    Annie Chan, Chief Financial Officer