14:13:11 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Gold Standard Ventures Corp
Symbol GSV
Shares Issued 206,184,874
Close 2016-04-19 C$ 1.62
Market Cap C$ 334,019,496
Recent Sedar Documents

Gold Standard to buy 10.23 m Battle Mountain shares

2016-04-20 07:32 ET - News Release

Mr. Jonathan Awde reports

GOLD STANDARD VENTURES CORP. ANNOUNCES STRATEGIC INVESTMENT IN BATTLE MOUNTAIN GOLD INC.

Gold Standard Ventures Corp. has entered into an agreement with Battle Mountain Gold Inc. to purchase, by way of private placement, up to 10,232,933 units at a price of 35 cents per unit for a total price of up to $3,581,526.55. Upon closing, it is anticipated that Gold Standard will own approximately 19.9 per cent of Battle Mountain's issued and outstanding common shares on an undiluted basis.

Each unit will consist of one common share and one-half of one common share purchase warrant. Each warrant will entitle Gold Standard to purchase one additional common share at a price of 37 cents for two years from the date of issue, subject to certain additional limitations as provided below. The net proceeds of the private placement will be used to further explore Battle Mountain's Lewis gold project in the Battle Mountain trend of Nevada, and for general corporate and working capital purposes.

Jonathan Awde, president, chief executive officer and director of Gold Standard, commented: "We view this investment by Gold Standard into Battle Mountain as being both strategic and district scale. Our investment highlights the quality and potential of the Battle Mountain Lewis gold project."

Provided that Gold Standard holds no less than 7.5 per cent of the then-issued and outstanding common shares of Battle Mountain, Gold Standard will also have the following rights:

  • The right to appoint one nominee to the board of directors of Battle Mountain;
  • The right to appoint two members to a technical committee of Battle Mountain to be formed following closing of the private placement;
  • Anti-dilution rights allowing it to maintain its equity ownership interest in Battle Mountain, and the right to participate in any future equity financings of Battle Mountain so as to maintain a 19.9-per-cent ownership position in Battle Mountain;
  • A 30-day right of first offer if Battle Mountain wishes to enter into a joint venture or sale transaction involving its interests in the Lewis gold project.

In addition, Battle Mountain has agreed not to issue any common shares at a price of less than 35 cents per share for a period of six months following the closing of the private placement.

Pursuant to the terms of the warrants, Gold Standard will be prohibited from exercising the warrants until the approval of the TSX Venture Exchange is received for Gold Standard to become a new control person of Battle Mountain, including receipt of the required approval from the Battle Mountain shareholders.

Gold Standard has agreed to vote its shares of Battle Mountain in accordance with the recommendations of Battle Mountain's board of directors for a period of 18 months after closing and give Battle Mountain prior notice of any sales of shares exceeding 2 per cent of Battle Mountain's then-issued and outstanding shares in any 15-day period for so long as Gold Standard owns not less than 9.9 per cent of Battle Mountain's issued and outstanding shares.

Closing of the private placement is targeted to occur on or about Friday, April 29, 2016, and is subject to the approval of the TSX Venture Exchange. If the closing has not occurred on or before May 10, 2016, either party may terminate the private placement.

We seek Safe Harbor.

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