Vancouver, B.C., June 2, 2011 – Gold Standard Ventures Corp. (“Gold Standard” or the “Company”) (TSXV: GV; OTCQX: GDVXF) www.goldstandardv.com announced today that its Board of Directors (the “Board”) has adopted a shareholder rights plan agreement (the “Plan”) designed to encourage fair and equal treatment of all shareholders in connection with any takeover bid for the Company. The Plan is similar to rights plans adopted by other Canadian companies and approved by their shareholders and has not been adopted in response to any pending or threaten takeover bid for Gold Standard nor is Gold Standard is aware of any such effort. While the Plan is effective immediately, it is subject to ratification by the shareholders of the Company within six months of its adoption. Gold Standard intends to seek shareholder ratification of the Plan at its upcoming 2011 annual and special meeting scheduled for June 28, 2011 (the “2011 AGM”). A summary of the principal terms of the Plan will be described in the management information circular to be sent to all shareholders prior to the 2011 AGM and a complete copy of the Plan has been filed on SEDAR and is available for viewing at www.sedar.com.
The primary objective of the Plan is to provide the Board and shareholders with sufficient time to fully consider any takeover bid for the Company and provide the Board will more time to explore and, if appropriate, pursue other alternatives to maximize shareholder value. Under the terms of the Plan, one right (a “Right”) has been issued with respect to each issued and outstanding common share of Gold Standard as of the close of business on June 1, 2011 and one Right will also be issued and attach to each subsequently issued common share. These Rights will only become exercisable when a person (an “Acquiring Person”), including any party related to it, acquires or announces its intention to acquire 20% or more of the outstanding common shares of the Company without complying with the “Permitted Bid” provisions of the Plan or, in certain circumstances, without the approval of the Board. To qualify as a “Permitted Bid” under the Plan, a bid must, among other things: (i) be made to all holders of common shares; (ii) remain open for a period of not less than 60 days; (iii) provide that no common shares shall be taken up unless more than 50% of the then outstanding common shares have been tendered and not withdrawn (excluding any shares held by the Acquiring Person and any related persons); and (iv) provide that if such 50% condition is met, the bid will be extended for at least 10 business days to allow other shareholders to tender. The 10 day provision is designed to reduce the pressure on the Company’s shareholders to tender during the initial 60 day period.
If a takeover bid fails to meet these minimum standards and the Plan is not waived by the Board, holders of common shares, other than the Acquiring Person or any related persons, will be entitled to exercise their Rights and purchase common shares of Gold Standard at a substantial discount to the then market price of the Company’s shares.
The Plan is scheduled to expire at the close of business on the date of Gold Standard’s annual meeting of shareholders to be held in 2014, unless terminated earlier in accordance with the terms of the Plan.
The Plan has been conditionally accepted for filing by the TSX Venture Exchange, but if it is not ratified by shareholders at the 2011 AGM, the Plan and all Rights outstanding at the time will terminate.
ABOUT GOLD STANDARD VENTURES – Gold Standard Ventures is focused on the acquisition and exploration of gold projects in North Central Nevada. Gold Standard currently holds a portfolio of projects totaling approximately 26,000 acres of prospective ground within North Central Nevada of which 15,349 acres comprise the flagship Railroad Gold Project.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
On behalf of the Board of Directors of Gold Standard,
Jonathan Awde, President and Director
This news release contains forward-looking statements, which relate to future events or future performance and reflect management’s current expectations and assumptions. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company. Investors are cautioned that these forward looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected. See the section “Risk Factors” in the Company’s 2010 AIF. These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, the Company does not assume any obligation to update or revise them to reflect new events or circumstances.