AGREEMENT AND PLAN OF MERGER by and among VALOR GOLD CORP., VALOR GOLD ACQUISITION CORP. RED BATTLE CORP. PERSHING GOLD CORPORATION Dated as of May 24, 2012Agreement and Plan of Merger • May 31st, 2012 • Pershing Gold Corp. • Services-motion picture & video tape production • New York
This Agreement and Plan of Merger is entered into as of May 24, 2012, by and among VALOR GOLD CORP., a Delaware corporation (“Parent”); VALOR GOLD ACQUISITION CORP. a Delaware corporation and wholly-owned subsidiary of Parent (“Buyer”); RED BATTLE CORP., a Delaware corporation (the “Company”); and PERSHING GOLD CORPORATION, a Nevada corporation and the holder of all of the capital stock of the Company (the “Stockholder”) Parent, Buyer, Company and the Stockholder are each a “party” and together are “parties” to this Agreement.
