Gold Standard Ventures Corp. (TSX-V:GSV) (NYSE MKT:GSV) is pleased to report that it has closed its previously announced private placement financing with a wholly owned subsidiary of OceanaGold Corporation (TSX:OGC) (ASX:OGC) (NZX:OGC) for 13,831,931 common shares of Gold Standard at a price of C$1.00 per share for gross proceeds of C$13,831,931. OceanaGold now owns approximately 19.9% of the Company’s issued and outstanding shares on an undiluted basis.
The net proceeds of the Financing will be used to further advance the Company’s Railroad-Pinion project and for general corporate and working capital purposes.
The Purchased Shares are subject to a statutory hold period in Canada of four months and one day expiring June 13, 2016. Gold Standard will pay a cash commission in connection with the Financing.
The Financing constitutes a “related party transaction” for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and the Company has relied upon exemptions from the requirement to obtain a formal valuation and seek minority shareholder approval for the Financing on the basis that the fair market value of the Financing is less than 25% of the Company’s current market capitalization.
Prior to the completion of the Financing, OceanaGold, with an address of Level 14, 357 Collins Street, Melbourne, Victoria, 3000, Australia, owned 25,510,661 common shares of Gold Standard representing 13.9% of the issued and outstanding Gold Standard common shares. Following the completion of the Financing, OceanaGold owns 39,342,592 common shares of Gold Standard. The acquisition of the Purchased Shares is for investment purposes only and OceanaGold has no present intention to acquire further securities of the Company although OceanaGold may in the future and in accordance with applicable securities laws, increase or decrease its investment in the Company by acquiring or disposing of other securities of the Company, through the market, privately or otherwise, depending on market conditions or any other relevant factors. Pursuant to the subscription agreement entered into between OceanaGold and the Company related to the Financing, OceanaGold agreed that, for so long as it owns 7.5% or more of the issued and outstanding common shares of the Company, the Company shall have the right for a period of 5 business days to purchase or designate the purchasers of any common shares to be sold by OceanaGold exceeding 1% of the issued and outstanding common shares in any 30 day period.
ABOUT GOLD STANDARD VENTURES
Gold Standard is an advanced stage gold exploration company focused on district scale discoveries in Nevada. The Company’s flagship project, the Railroad-Pinion Gold Project, is located within the prolific Carlin Trend. The 2014 Pinion gold deposit acquisition offers Gold Standard a potential near-term development option and further consolidates the Company’s premier land package on the Carlin Trend. The Pinion deposit now has an NI43-101 compliant resource estimate consisting of an Indicated Mineral Resource of 20.84 million tonnes grading 0.63 grams per tonne (g/t) gold (Au), totaling 423,000 ounces of gold, and an Inferred Resource of 55.93 million tonnes grading 0.57 g/t Au, totaling 1,022,000 ounces of gold, using a cut-off grade of 0.14 g/t Au (announced September 10, 2014). In addition to the Pinion deposit, the Dark Star deposit, 2.1 km to the east of Pinion, hosts a maiden NI43-101 compliant resource estimate consisting of an Inferred Resource of 23.11 million tonnes grading 0.51 g/t Au, totaling 375,000 ounces of gold, using a cut-off grade of 0.14 g/t Au (announced March 3, 2015).
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