Gold Standard Ventures Corp. (
TSX: GSV;
NYSE AMERICAN: GSV) (“
Gold Standard” or
the “
Company”) today announced they have entered
into a binding letter of intent with Orion Mine Finance
(“
Orion”) relating to a series of
transactions (the “
Orion Transactions”), totaling
approximately US$22.5 million.
Concurrently with the execution of the binding
letter of intent, Orion has agreed to acquire CDN$1,012,385
(US$748,031) in common shares of the Company (“Gold
Standard Common Shares”) through market
purchases and has purchased an additional 17,662,646 Gold Standard
Common Shares at CDN$1.12 per share for a total of CDN$19,782,164
(US$14.62 million) from an existing shareholder (the “Block
Purchase”). Pursuant to the Orion Transactions, Orion has
committed to purchase an additional CDN$6,950,151 (US$5,135,326) of
Gold Standard Common Shares through a non-brokered private
placement at CDN$1.05 per share (collectively, the
“Orion Equity Investment”).
Additionally, the Company and Orion will enter into a silver
streaming agreement (the “Silver Streaming
Agreement”) for 100% of the silver production on the
Company’s South Railroad project in Nevada, U.S.A (the
“South Railroad Project”) and at the Jasperoid
Wash deposit, which is a limited portion of the lands owned or
controlled by the Company. Finally, Orion has agreed to provide a
proposal for up to US$200 million of financing support
to the Company to help finance the construction of the South
Railroad Project following the satisfaction of certain milestones
(the “Financing Support”).
Jonathan Awde, CEO and Director of the Company
commented: “We are very pleased to announce our strategic
partnership with Orion, a strong and proven investor and lender to
mining companies who are advancing along the path to potential
production. They are now a strategic shareholder of the
Company and we look forward to potential financings from them in
the future. We also look forward to advancing our infill
drilling, permitting and feasibility study, which are our next key
milestones for 2020 and 2021.”
Orion Equity Investment
Pursuant to the Orion Equity Investment, Orion
has agreed to purchase CDN$1,012,385 (US$748,031) of Gold Standard
Common Shares through market purchases. Orion has also purchased an
additional 17,662,646 Gold Standard Common Shares at CDN$1.12 per
share for a total of CDN$19,782,164 (US$14.62 million) from an
existing GSV shareholder. Orion has also committed to purchase an
additional 6,619,191 Gold Standard Common Shares at a price per
share of CDN$1.05 for aggregate proceeds of CDN$6,950,151
(US$5,135,326) to the Company.
Silver Streaming Agreement
Upon entering into the Silver Streaming
Agreement, Orion will purchase 100% of the silver production from
the South Railroad Project and the Jasperoid Wash deposit for the
life of mine at a price of 15% of the prevailing market price
for silver (the “Silver Stream”). In
connection with the Silver Stream, Orion will make a deposit to the
Company of US$2 million. The Silver Stream will be guaranteed by
the Company and its direct and/or indirect subsidiaries that own
the South Railroad Project and the Jasperoid Wash deposit.
Financing Support
Pursuant to the Financing Support, Orion has
agreed to provide the Company with a term sheet to provide up to
US$200 million of financing support to the Company, following the
satisfaction of mutually agreed milestones, to help finance the
construction of the South Railroad Project. In connection with the
Financing Support, Orion shall be granted a right of first offer on
any financial instrument for financing the Company including, but
not limited to, streaming, royalty, prepay or offtake agreements
for precious metals of the Company (each, a “Financing
Transaction”). Orion’s right of first offer does not
include (i) any bought or overnight marketed equity or convertible
debt deal with banks or brokers, (ii) project finance, term loans
or a credit facility by a bank or syndicate of banks, (iii) a
marketed high yield offering underwritten by a bank, and (iv) any
financing transaction with aggregate proceeds of up to US$40
million.
Closing of the Orion Transactions is subject to
the execution of definitive documentation, satisfaction of
conditions precedent and regulatory approvals.
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 company focused
on district scale discoveries on its Railroad-Pinion Project,
located within the prolific Carlin Trend. Gold Standard’s
successful exploration of Pinion and Dark Star has created
potential near-term development options 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 National Instrument 43-101 –
Standards of Disclosure for Mineral Projects (“NI
43-101”) consisting of a Measured and Indicated Mineral
Resource of 28.93 million tonnes grading 0.58 g/t Au and 4.22 g/t
Ag, totaling 544,000 ounces of gold and 3,929,000 ounces of silver,
and an Inferred Mineral Resource of 10.81 million tonnes grading
0.64 g/t Au and 3.80 g/t Ag, totaling 224,000 ounces of gold and
1,322,000 ounces of silver, using a cut-off grade of 0.14 g/t Au
and constrained by a $1,500/Au ounce LG Cone.
The Dark Star deposit has a mineral resource
estimate prepared in accordance with NI 43-101 consisting of a
Measured and Indicated Mineral Resource of 32.72 million tonnes
grading 0.88 g/t Au, totaling 921,000 ounces of gold and an
Inferred Mineral Resource of 2.48 million tonnes grading 0.70 g/t
Au, totaling 56,000 ounces of gold, using a cut-off grade of 0.14 g
Au/t and constrained by a $1,500/Au ounce LG Cone.
The North Bullion deposit 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.
The Jasperoid Wash deposit has a mineral
resource estimate prepared in accordance with NI 43-101 consisting
of an Inferred Mineral Resource of 10.57 million tonnes grading
0.33 g/t Au, totaling 111,000 ounces of gold, using a cut-off grade
of 0.14 g Au/t and constrained by a $1,500/Au ounces LG Cone.
Neither the Toronto Stock Exchange nor its
regulation services provider nor the NYSE American LLC 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, are forward-looking
statements or information. Forward-looking statements or
information in this news release relate to, among other things:
estimates of mineral resources; the completion of the Orion
Transactions upon the proposed terms; the realization of the
potential benefits of the Orion Transactions; and the successful
negotiation and entering into of definitive documentation by the
Company with Orion.
These forward-looking statements and information
reflect the Company’s current views with respect to future events
and are necessarily based upon a number of assumptions that, while
considered reasonable by the Company, are inherently subject to
significant operational, business, economic and regulatory
uncertainties and contingencies. These assumptions include:
expectations regarding whether the approvals for the Orion
Transaction will be obtained; mineral estimates and the assumptions
upon which they are based, including geotechnical and metallurgical
characteristics of rock confirming to sampled results and
metallurgical performance; success of the Company’s projects;
prices for silver and gold remaining as estimated; and currency
exchange rates remaining as estimated. The foregoing list of
assumptions is not exhaustive.
The Company cautions the reader that
forward-looking statements and information involve known and
unknown risks, uncertainties and other factors that may cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements or
information contained in this news release and the Company has made
assumptions and estimates based on or related to many of these
factors. Such factors include, without limitation: the satisfaction
of the necessary conditions precedents and regulatory approvals
required to complete the Orion Transactions; fluctuations in silver
and gold prices; changes in laws, regulations and government
practices in the United States, 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). Although the Company has
attempted to identify important factors that could cause actual
results to differ materially, there may be other factors that cause
results not to be as anticipated, estimated, described or intended.
Investors are cautioned against undue reliance on forward-looking
statements or information. 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 ESTIMATESCanadian public
disclosure standards, including NI 43-101, differ significantly
from the requirements of the SEC set forth in Industry Guide 7
(“Industry Guide 7”), and information concerning
mineralization, deposits, mineral reserve and resource information
contained or referred to herein may not be comparable to similar
information disclosed by U.S. companies in accordance with Industry
Guide 7. In particular, and without limiting the generality of the
foregoing, this news release uses the terms “measured mineral
resources,” ‘‘indicated mineral resources’’ and ‘‘inferred mineral
resources’’. U.S. investors are advised that, while such terms are
recognized and required by Canadian securities laws, Industry Guide
7 does not recognize them. U.S. investors are cautioned not to
assume that any part of a “measured mineral resource” or “indicated
mineral resource” will ever be converted into a “reserve”. U.S.
investors should also understand that “inferred mineral resources”
have a great amount of uncertainty as to their existence and great
uncertainty as to their economic and legal feasibility. It cannot
be assumed that all or any part of “inferred mineral resources”
exist, are economically or legally mineable or will ever be
upgraded to a higher category. Under Canadian securities laws,
estimated “inferred mineral resources” may not form the basis of
feasibility or pre-feasibility studies except in rare cases.
Disclosure of “contained ounces” in a mineral resource is permitted
disclosure under Canadian securities laws. However, Industry Guide
7 normally only permits issuers to report mineralization that does
not constitute “reserves” by Industry Guide 7 standards as in place
tonnage and grade, without reference to unit measures. Accordingly,
information concerning mineral deposits set forth herein may not be
comparable with information made public by companies that report in
accordance with Industry Guide 7.
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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