Not for Dissemination in the United States or for Distribution to U.S. Newswire Services
August 28, 2018 – Vancouver, B.C. – Gold Standard Ventures Corp. (TSX: GSV, NYSE AMERICAN: GSV) (“Gold Standard” or the “Company”) is pleased to announce a non-brokered private placement of up to 5,121,950 common shares in the capital of the Company (“Shares”) at a price of C$2.05 per Share (the “Offering Price”) for gross proceeds of up to C$10.5 million (the “Private Placement”).
Goldcorp (TSX: G; NYSE: GG) has confirmed they will acquire 2,926,829 Shares in the Private Placement and will own approximately 35,325,291 Shares of Gold Standard representing approximately 13.60% of the Company’s issued and outstanding Common Shares on a non-diluted basis following closing of the Private Placement (assuming an aggregate of 5,121,950 Shares are subscribed for under the Private Placement).
OceanaGold (TSX: OGC; ASX: OGC) has confirmed they will acquire 975,609 Shares in the Private Placement and will own approximately 40,459,161 Shares of Gold Standard representing approximately 15.58% of the Company’s issued and outstanding Common Shares on a non-diluted basis following closing of the Private Placement (assuming an aggregate of 5,121,950 Shares are subscribed for under the Private Placement).
The Company may also conduct a non-brokered private placement with certain other investors of up to 1,219,512 Shares at the Offering Price for gross proceeds of up to C$2.5 million.
The net proceeds of the Private Placement will be used for continued exploration and early-stage development at the Company’s 100% owned Railroad-Pinion Project and for working capital purposes.
Goldcorp and OceanaGold, insiders of the Company, will acquire securities under the Private Placement. This participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions (“MI 61-101”). The Private Placement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any Shares issued to or the consideration paid by Goldcorp and OceanaGold will exceed 25% of the Company’s market capitalization.
All Shares issued in connection with the Private Placement will be subject to a four-month and one day hold period under applicable securities laws.
Closing of the Private Placement is subject to the approval of the Toronto Stock Exchange and the NYSE American LLC. Closing is expected to occur on or about September 5, 2018.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT GOLD STANDARD VENTURES – Gold Standard is an advanced stage gold exploration company focused on district scale discoveries on its Railroad-Pinion Gold Project, located within the prolific Carlin Trend. The 2014 Pinion and Dark Star gold deposit acquisitions offer Gold Standard a potential near-term development option and further consolidates the Company’s premier land package on the Carlin Trend. The Pinion deposit has a mineral resource estimate prepared in accordance with NI 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) consisting of an Indicated Mineral Resource of 31.61 million tonnes grading 0.62 g/t Au, totaling 630,300 ounces of gold and an Inferred Mineral Resource of 61.08 million tonnes grading 0.55 g/t Au, totaling 1,081,300 ounces of gold, using a cut-off grade of 0.14 g/t Au. The Dark Star deposit, 2.1 km to the east of Pinion, has a mineral resource estimate prepared in accordance with NI 43-101 consisting of an Indicated Mineral Resource of 15.38 million tonnes grading 0.54 g/t Au, totaling 265,100 ounces of gold and an Inferred Mineral Resource of 17.05 million tonnes grading 1.31 g/t Au, totaling 715,800 ounces of gold, using a cut-off grade of 0.2 g Au/t. The North Bullion deposit, 7 km to the north of Pinion, has a mineral resource estimate prepared in accordance with NI 43-101 consisting of an Indicated Mineral Resource of 2.92 million tonnes grading 0.96 g/t Au, totaling 90,100 ounces of gold and an Inferred Mineral Resource of 10.97 million tonnes grading 2.28 g/t Au, totaling 805,800 ounces of gold, using a cut-off grade of 0.14 g Au/t for near surface oxide and 1.25 to 2.25 g Au/t for near surface sulfide and underground sulfide respectively.
Neither the TSX nor its regulation services provider nor the NYSE AMERICAN accepts responsibility for the adequacy or accuracy of this news release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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. All statements, other than statements of historical fact, included herein including, without limitation, statements about our potential near term development option, the use of proceeds from the Private Placement, the number of Shares to be subscribed for under the Private Placement and the timing of closing of the Private Placement, are forward looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Risk factors affecting the Company include, among others: the results from our exploration programs, global financial conditions and volatility of capital markets, uncertainty regarding the availability of additional capital, fluctuations in commodity prices; title matters; and the additional risks identified in our filings with Canadian securities regulators on SEDAR in Canada (available at www.sedar.com) and with the SEC on EDGAR (available at www.sec.gov/edgar.shtml). 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.
CAUTIONARY NOTE FOR U.S. INVESTORS REGARDING RESERVE AND RESOURCE ESTIMATES
All resource estimates reported by the Company were calculated in accordance with NI 43-101 and the Canadian Institute of Mining and Metallurgy Classification system. These standards differ significantly from the requirements of the U.S. Securities and Exchange Commission for descriptions of mineral properties in SEC Industry Guide 7 under Regulation S-K of the U. S. Securities Act of 1933. In particular, under U. S. standards, mineral resources may not be classified as a “reserve” unless the determination has been made that mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Accordingly, information in this press release containing descriptions of the Company’s mineral properties may not be comparable to similar information made public by US public reporting companies.
On behalf of the Board of Directors of Gold Standard,
Jonathan Awde, President and Director
FOR FURTHER INFORMATION PLEASE CONTACT:
Email: [email protected]