Gold Standard Ventures Announces Closing of C$11.0 Million Private Placement & the Pending Acquisition of the Balance of the...
05 Marzo 2014 - 3:41PM
Marketwired
Gold Standard Ventures Announces Closing of C$11.0 Million Private
Placement and the Pending Acquisition of the Balance of the Pinion
Gold Project
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Mar 5, 2014) - Gold
Standard Ventures Corp. (TSX-VENTURE:GSV)(NYSEMKT:GSV)(NYSE
Amex:GSV) ("Gold Standard", "GSV" or the "Company") announced today
it has closed its previously announced private placement for total
gross proceeds of approximately C$11.0 million (the
"Offering").
The Offering consisted of the issuance of 15,188,495 units at a
price of C$0.72 per unit (a "Unit") with each Unit comprised of one
common share of Gold Standard and one-half of one common share
purchase warrant. Each whole warrant entitles its holder to
subscribe for one common share of Gold Standard during a period of
24 months following the date of its issuance, at a price of
C$1.00.
13,858,495 of the Units sold as part the Offering were sold
through a syndicate of Canadian dealers, (collectively, the
"Agents"). As consideration for the Agents services, the Company
has paid the Agents a cash commission equal to 6.0% of the gross
proceeds from the sale of the 13,858,495 Units.
The Company expects to close the purchase of the remaining
portion of the Pinion Gold Deposit (the "Acquisition") from Scorpio
Gold Corp. ("Scorpio") shortly. Upfront consideration for the
Acquisition consists of C$6.0 million in cash, to be paid from the
net proceeds of the Offering, 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 of 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 majority of the Company for
consideration exceeding C$100.0 million. All securities of the
Company issued in connection with the Acquisition and the Offering
are subject to a hold period in Canada of four months and one day
from the date of issuance as well as applicable hold periods 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.
Neither the TSX-V nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) nor
the NYSEMKT accepts responsibility for the adequacy or accuracy of
this news release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements under
applicable securities laws, 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 proposed use of
proceeds and exploration program 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. Such factors include, among others, the following
risks: the results from our exploration programs, global financial
conditions and volatility of capital markets, uncertainty regarding
the availability of additional capital, uncertainty regarding
acquisition opportunities, 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, President and Director
Gold Standard Ventures Corp.Jonathan
AwdePresident604-669-5702info@goldstandardv.comwww.goldstandardv.com
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