Gold Standard Ventures Enters into Agreement to Acquire the Balance
of the Pinion Gold Deposit South of its Railroad Project in
Nevada's Carlin Trend with Concurrent Private Placement Financing
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan 28, 2014) - Gold
Standard Ventures Corp. (TSX-VENTURE:GSV)(NYSEMKT:GSV)(NYSE
Amex:GSV) ("Gold Standard", "GSV" or the "Company") announced today
that it has entered into a binding letter of intent ("LOI") with
Scorpio Gold Corp ("Scorpio") to acquire the remaining portion of
the highly prospective Pinion Gold Deposit ("Pinion") which is
contiguous to the south of the Company's flagship Railroad Gold
Project in Elko County, Nevada. The acquisition of the remaining
percentages of Pinion completes Gold Standard's efforts to
consolidate the greater Railroad District under single ownership
for the first time in its history.
"In our view, acquiring the Pinion Deposit and completing the
Railroad land position puts us firmly in control of one of the
premier undeveloped land packages on the Carlin Trend. Our growing
North Bullion Deposit exhibits the characteristics of a classical,
large, higher-grade North Carlin-style occurrence," stated Jonathan
Awde, President and CEO of Gold Standard. "Pinion provides us with
a very different development option...a near-surface oxide deposit
which would typically have a shorter path to development as well as
lower capital and operating costs. We think this is a strategically
important addition to our asset base in the current
environment."
Upfront consideration for the acquisition will consist of cash
payments of C$6,000,000 and 5,500,000 GSV common shares. Concurrent
with the acquisition, Gold Standard has engaged a Canadian agent as
lead agent and lead arranger to raise, by way of a best efforts
private placement, a minimum C$8 million (the "Offering"), subject
to an agent's option to increase the Offering by up to 15% until 48
hours prior to closing, to finance the acquisition of Pinion and
for working capital and general corporate purposes. The Offering
will be subject to certain conditions including the receipt of all
necessary approvals including the approval of the TSX-V and the
NYSEMKT.
Acquisition Highlights:
- Strengthens Gold Standard's position as a leading Nevada
focused exploration and development Company with a pre-eminent land
package in the Carlin Trend which remains the world's most prolific
producer of gold.
- Reduces shareholder risk by adding a second advanced stage
exploration opportunity.
- Establishes additional near term catalysts including drilling
in the spring at Pinion and the expected completion of initial NI
43-101 resource estimates in 2014 at both the North Bullion and
Pinion deposits.
Pinion Highlights:
- The Pinion deposit hosts a historical resource estimated by
Cyprus in 1995 and reported by DeMatties & Munroe in a
technical report dated October, 2002:
Cyprus categories |
Proven |
Probable |
Possible |
CIM definitions (as considered by DeMatties & Munroe) |
Measured + Indicated |
Indicated |
Inferred |
Tonnage |
11.18 million |
6.92 million |
12.54 million |
Grade |
0.026 opt |
0.026 opt |
0.026 opt |
Contained Ounces |
295,280 |
180,103 |
366,371 |
A qualified person has not done sufficient work to classify the
historical resource as current mineral resources or mineral
reserves and Gold Standard is not treating the historical estimate
as current mineral resources or mineral reserves. See "Historical
Estimates" below.
- The Pinion deposit is reportedly entirely oxidized in character
and the northern portion of the deposit visibly outcrops.
- The Pinion gold deposit occurs within the southern portion of
the Bullion Fault Corridor which is the same structural feature
that controls Gold Standard's North Bullion discovery.
- Historical and geologic understanding indicates the Pinion
deposit is similar in character to Newmont's currently in
production Emigrant mine located about 10 miles (16 kilometers) to
the north.
- Similar to the Emigrant deposit, the Pinion deposit gold
mineralization occurs in an oxidized collapse-style breccia
developed along the Webb mudstone - Devils Gate limestone
contact.
- Both deposits have similar gold grades of close to a gram per
tonne, and silver to gold ratios of about 7 to 1.
- Both deposits are similar with respect to gold dominantly
occurring along oxidized fracture coatings; ores at Emigrant are
being processed by run-of-mine heap leaching.
- Consolidation of Railroad/Pinion provides GSV with effective
control of contiguous mineral rights covering 35 square miles (9065
hectares) approximately half of which consists of private mineral
and surface rights, and an additional four sections of surface only
rights, in total representing the entire fourth window within the
Carlin Trend.
"The acquisition of the Pinion deposit and surrounding area
represents an important Gold Standard milestone. The Carlin Trend
has four erosional windows where gold-bearing stratigraphy comes
close enough to surface to make exploration and production more
economically feasible. Railroad/Pinion is the last of these windows
to be developed. This deal gives us control of all the discovery
opportunities and future mining development in this fourth window.
We are very confident that a modest drill program of 40 to 80
shallow holes added to the current total of more than 330 holes
will enable a Qualified Person to generate a NI 43-101 compliant
resource estimate at Pinion," stated David Mathewson,
Vice-President of Exploration for Gold Standard.
GSV acquired an approximate 51% ownership of the Pinion District
last year from private interests, as well as valuable surface and
water rights which are important to the Pinion deposit development
(See news release dated November 13, 2012). "We have targeted the
Pinion District for many years based on the previous work by
Newmont and others. Completing the assembly of this much
sought-after land position is, in our view, a singularly valuable
contribution to shareholder value," stated Jonathan Awde.
Transaction Terms
Total consideration payable by Gold Standard consists of:
- An upfront $250,000 non-refundable deposit (paid);
- A cash payment of $5,750,000 payable upon closing;
- Share consideration of 5,500,000 GSV common shares payable upon
closing (subject to an orderly sale agreement and an agreement
requiring Scorpio to vote its GSV shares as recommended by GSV
management for a period of two years);
- A cash payment of $2,500,000 payable one year from closing
(secured by Pinion);
- Upon delivering a NI 43-101-compliant resource exceeding 1
million ounces of gold at the Pinion deposit, Gold Standard will
issue to Scorpio a further 1,250,000 common shares;
- Additional cash consideration of $1.5 million to $3 million
will be payable by Gold Standard if the Company enters into a
transaction whereby it sells a majority of the Company for
consideration exceeding $100 million.
The acquisition of Pinion is expected to close on or before
March 14, 2014 and is subject to certain conditions including, but
not limited to, the completion of satisfactory due diligence and
receipt of all necessary approvals, including the approval of the
TSX-V and the NYSEMKT. All common shares of the Company issued in
connection with the purchase will be 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 in the United
States. The securities have not been and will not be registered
under the United States Securities Act of 1933, as amended (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 state in which such offer, solicitation or
sale would be unlawful.
The scientific and technical content and interpretations
contained in this news release have been reviewed and approved by
Steven R. Koehler, Gold Standard's Manager of Projects, BSc.
Geology and CPG-10216, a Qualified Person as defined by NI 43-101,
Standards of Disclosure for Mineral Projects.
ABOUT GOLD STANDARD VENTURES CORP. - Gold Standard Ventures 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 TSXV 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.
Historical Estimates
The historical resource estimate for the Pinion deposit reported
herein was extracted from a technical report titled "An Evaluation
of the Pinon Gold Property, Elko County, Nevada, USA" dated October
2002 by DeMatties & Munroe, Geological-Geophysical Consultants,
relying upon manual mineral resource estimates completed by Cyprus
(in-house) in 1995. As such estimates are derived from data
assembled prior to the introduction of NI 43-101 and, to GSV's
knowledge, a "Qualified Person" has not done sufficient work to
classify such historical estimate as mineral resources or reserves
under NI 43-101, GSV is not treating the historical estimates as
current mineral resources or mineral reserves, but as a guide to
future exploration. As of the date hereof, GSV's mineral projects
have no known mineral resources or reserves.
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 proposed financing 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. Specifically, the letter of intent with
Scorpio is subject to numerous conditions precedent to closing
including completion of a satisfactory due diligence and title
review by the Company, regulatory approvals and the completion of
the Offering. There are no assurances that the Company will be
successful in completing the Offering or the acquisition of Pinion
on the terms and conditions set out herein or at all. Additional
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). In addition, the presence of gold
deposits on properties adjacent to or in close proximity with the
Company's properties is not necessarily indicative of the gold
mineralization on the Company's properties. 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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