Gold Standard Establishes ATM Equity Program
April 17 2020 - 4:36PM
Gold Standard Ventures Corp. (TSX: GSV; NYSE AMERICAN: GSV) (“Gold
Standard” or the “Company”) today announced that it has entered
into an at-the-market Equity Distribution Agreement (the “Equity
Distribution Agreement”) with BMO Capital Markets (“BMO”), to
establish an at-the-market equity program (the “ATM Program”). The
Company intends to issue up to CDN$14,875,000 of common shares
(“Common Shares”) under the ATM Program. The Common Shares will be
issued from treasury to the public from time to time, at the
Company’s discretion. Any Common Shares sold under the ATM Program
will be sold at the prevailing market price at the time of sale,
when sold through the NYSE American LLC (“NYSE American”) or any
other existing trading market for the Common Shares in the United
States. Sales under the ATM Program will be commenced at the
Company’s discretion, and the net proceeds of any sales of Common
Shares under the ATM Program will be used to fund the work program
on the Company’s Railroad-Pinion Project recommended in the
technical report with an effective date of February 13, 2020,
entitled “South Railroad Project NI 43-101 Technical Report,
Updated Preliminary Feasibility Study, Carlin Trend, Nevada, USA”,
prepared by M3 Engineering & Technology Corporation, and for
general corporate purposes.
Under the Equity Distribution Agreement, sales
of Common Shares will be made through “at-the-market distributions”
as defined in National Instrument 44-102 – Shelf Distributions on
the NYSE American or on any other existing trading market for the
Common Shares in the United States. No Common Shares will be
offered or sold in Canada under the ATM Program. The Company is not
obligated to make any sales of Common Shares under the Equity
Distribution Agreement. The offering of Common Shares pursuant to
the Equity Distribution Agreement will terminate upon the earlier
of (a) the sale of all of the Common Shares subject to the Equity
Distribution Agreement, (b) the termination of the Equity
Distribution Agreement by BMO, or the Company, as permitted
therein, or (c) September 3, 2020. The Company will pay BMO a
commission rate of up to 2.0% of the aggregate gross proceeds from
each sale of Common Shares and has agreed to provide BMO with
customary indemnification and contribution rights. The Company will
also reimburse BMO for certain specified expenses in connection
with entering into the Equity Distribution Agreement.
The ATM Program is being made pursuant to a
prospectus supplement to the Company’s base shelf prospectus dated
August 3, 2018, included in the Company’s existing U.S.
registration statement on Form F-10. The prospectus supplement
relating to the ATM Program has been filed with the securities
commissions in each of the provinces of Canada and the United
States Securities and Exchange Commission (the “SEC”). Copies of
the relevant documents are available on SEDAR at www.sedar.com and
EDGAR at www.sec.gov. Alternatively, BMO will send the documents
upon request by contacting BMO, BMO Capital Markets Corp., Attn:
Equity Syndicate Department, 3 Times Square, 25th Floor, New York,
NY 10036, email: bmoprospectus@bmo.com, telephone: (800)
414-3627.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy securities, nor will
there be any sale of the securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
ABOUT GOLD STANDARD VENTURES –
Gold Standard is an advanced-stage gold exploration and development
company. The Company is developing South Railroad, an advanced gold
and silver open pit oxide heap leach project and continues to focus
on district scale discoveries on the greater Railroad-Pinion
Project land position.
Neither the Toronto Stock Exchange 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 the ATM Program, including the number of Common
Shares sold in connection thereto, the use of proceeds from the ATM
Program, the commission paid to BMO, the reimbursement of BMO for
certain expenses, and the termination of the Equity Distribution
Agreement 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, the current outbreak of the novel coronavirus
(COVID-19), 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.
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
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