Not for Dissemination in the United States or for Distribution to U.S. Newswire Services
VANCOUVER, British Columbia, Aug. 28, 2018 (GLOBE NEWSWIRE) -- 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”
Jonathan Awde, President and Director
FOR FURTHER INFORMATION PLEASE CONTACT:
Jonathan Awde
President
Tel: 604-669-5702
Email: info@goldstandardv.com
Website: www.goldstandardv.com
