Mar 6 2014
Gold Standard Ventures Corp. ("Gold Standard", "GSV" or the "Company") announces that it has now completed the purchase of the remaining portion of the Pinion Gold Deposit (the "Acquisition") from Scorpio Gold Corporation ("Scorpio").
Gold Standard President and CEO Jonathan Awde commented that "we are very excited to close the Pinion acquisition which we believe is a transformative transaction for our company. Work has begun on the evaluation of historical data in order to plan for our first drill program to begin by early May. Our objective is to move Pinion to a fully-compliant NI 43-101 resource estimate this year."
Upfront consideration for the Acquisition consisted of C$6.0 million in cash, paid from the net proceeds of the Company's approximately C$11 million marketed private placement closed yesterday and the issuance to Scorpio of 5,500,000 common shares of Gold Standard. The share consideration is subject to an orderly sale agreement and requires Scorpio to vote its Gold Standard shares as recommended by management for a period of two years. In addition, Scorpio is to receive a cash payment of C$2.5 million one year from closing (secured by Pinion) and if a NI 43-101 compliant resource at Pinion exceeds 1 million ounces of gold, Gold Standard will issue Scorpio a further 1,250,000 common shares.
Additional cash consideration ranging from C$1.5 million to C$3.0 million will be payable to Scorpio if Gold Standard enters into a transaction whereby it sells a significant portion of the shares or assets of the Company while it holds in interest in the Pinon property for consideration exceeding C$100.0 million. All securities of the Company issued in connection with the Acquisition are subject to a hold period in Canada of four months and one day from the date of issuance as well as applicable trading restrictions in the United States.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities to, or for the account or benefit of, persons in the United States or "U.S. persons" ("U.S. Persons"), as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This news release does not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT GOLD STANDARD VENTURES CORP. - Gold Standard is focused on the acquisition and exploration of gold projects in North Central Nevada. Gold Standard currently holds a portfolio of projects totaling approximately 40,000 acres of prospective ground within North Central Nevada and the Walker Lane of which 16,748 acres comprise the flagship Railroad Gold Project on the productive Carlin Gold Trend.