Form 6-K Gold Standard Ventures For: Aug 12
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
UNDER the Securities Exchange Act of 1934
For the month of August 2022
Commission File Number: 001-35571
Gold Standard Ventures Corp.
(Translation of registrant's name into English)
Suite 1010, 1075 West Georgia Street
Vancouver, British Columbia,
V6E 3C9, Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
|Form 20-F ¨||Form 40-F x|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|Gold Standard Ventures Corp.|
|Date: August 12, 2022||/s/ Etienne Morin|
|Title:||Chief Financial Officer|
|Exhibit||Description of Exhibit|
|99.1||Material Change Report dated August 12, 2022|
|99.2||Notice of Change in Corporate Structure dated August 12, 2022|
MATERIAL CHANGE REPORT
|Item 1.||Name and Address|
Gold Standard Ventures Corp. (the “Company” or “Gold Standard”)
1010-1075 W. Georgia St.
|Item 2.||Date of Material Change|
August 12, 2022
|Item 3.||News Release|
A news release announcing the material change was issued by the Company Ltd. on August 12, 2022 and disseminated through Globe Newswire. A copy of the news release was subsequently filed on the SEDAR and EDGAR profile of the Company.
|Item 4.||Summary of Material Change|
On August 12, 2022, Orla Mining Ltd. (“Orla”) completed the previously announced acquisition of Gold Standard by way of a court-approved plan of arrangement (the “Transaction”).
|Item 5.||Full Description of Material Change|
|5.1||Full Description of Material Change|
On August 12, 2022, Orla completed the Transaction.
Under the terms of the Transaction, former Gold Standard shareholders received, in exchange for each Gold Standard common share (a “Gold Standard Share”) held immediately prior to the effective time of the Transaction, 0.1193 of a common share of Orla and C$0.0001. As a result of the completion of the Transaction, Orla acquired all of the issued and outstanding Gold Standard Shares and Gold Standard became a wholly-owned subsidiary of Orla.
The Gold Standard Shares will be delisted from the Toronto Stock Exchange (the “TSX”) and from the NYSE American. An application has been made for Gold Standard to cease to be a reporting issuer in all of the provinces and territories of Canada. An application will also be made for Gold Standard to terminate its reporting obligations in the United States.
|5.2||Disclosure for Restructuring Transaction|
|Item 6.||Reliance on Subsection 7.1(2) of National Instrument 51-102|
|Item 7.||Omitted Information|
|Item 8.||Executive Officer|
|Contact:||Etienne Morin, Chief Financial Officer|
|Item 9.||Date of Report|
August 12, 2022
This material change report contains certain “forward-looking information” and “`forward-looking statements” within the meaning of Canadian securities legislation and within the meaning of Section 27A of the United States Securities Act of 1933, as amended, Section 21E of the United States Exchange Act of 1934, as amended, the United States Private Securities Litigation Reform Act of 1995, or in releases made by the United States Securities and Exchange Commission, all as may be amended from time to time, including, without limitation, statements regarding the delisting of the Gold Standard Shares from the TSX and the NYSE American and the making of an application for Gold Standard to terminate its reporting obligations in the United States. Forward-looking statements are statements that are not historical facts which address events, results, outcomes or developments that the Company expects to occur. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements involve significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, those risk factors discussed in Orla’s most recently filed management's discussion and analysis, as well as its annual information form dated March 18, 2022, which are available on www.sedar.com and www.sec.gov. Except as required by the securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change.
Gold Standard Ventures Corp.
Notice of Change in Corporate Structure
Pursuant to Section 4.9 of National Instrument 51-102
Continuous Disclosure Obligations
Item 1. Names of the Parties to the Transaction
Gold Standard Ventures Corp. (“Gold Standard”)
Orla Mining Ltd. (“Orla”)
Item 2. Description of the Transaction
On August 12, 2022, Orla and Gold Standard completed a court-approved plan of arrangement under section 288 of the Business Corporations Act (British Columbia) (the “Arrangement”), pursuant to the terms of an arrangement agreement dated June 12, 2022 between Orla and Gold Standard.
Pursuant to the Arrangement, Orla acquired all of the issued and outstanding common shares of Gold Standard (the “Gold Standard Shares”) and, in consideration therefor, former holders of Gold Standard Shares (the “Gold Standard Shareholders”) received (i) 0.1193 (the “Exchange Ratio”) of a common share of Orla (each whole share, an “Orla Share”) (the “Share Consideration”), and (ii) C$0.0001 in cash (the “Cash Consideration”, and together with the Share Consideration, the “Consideration”) for each Common Share held immediately prior to the effective time of the Arrangement (the “Effective Time”).
In addition, pursuant to the Arrangement, each outstanding restricted share unit of Gold Standard was deemed to be vested to the fullest extent and was settled by Gold Standard at the Effective Time in exchange for Gold Standard Shares valued in accordance with the terms of the restricted share unit plan of Gold Standard, less applicable withholdings, and such Gold Standard Shares were thereafter transferred at the Effective Time to Orla for the Consideration. Each outstanding stock option to acquire Gold Standard Shares (each, a “Gold Standard Option”) was exchanged for a replacement option exercisable for Orla Shares, with the number of such replacement options adjusted by the Exchange Ratio, rounded down to the nearest whole number. The exercise price of the replacement options was also adjusted by the Exchange Ratio, with the exercise price payable on any particular exercise of replacement options rounded up to the nearest whole cent. The replacement options held by or on behalf of individuals that continued as a director, officer, employee or consultant of Orla after the Effective Time are exercisable until the original expiry date of the Gold Standard Options that such replacement options replaced, and the replacement options held by or on behalf of individuals that did not continue as a director, officer, employee or consultant of Orla after the Effective Time are exercisable until the earlier of (i) the date that is 24 months following the Effective Time, and (ii) the original expiry date of the Gold Standard Options that such replacement options replaced. All other terms and conditions of the replacement options are the same as the Gold Standard Options that such replacement options replaced and the replacement options continued to be governed by the stock option plan of Gold Standard that governed such Gold Standard Options.
As a result of the completion of the Arrangement, Gold Standard became a wholly-owned subsidiary of Orla. The Gold Standard Shares will be delisted from the Toronto Stock Exchange and from the NYSE American LLC.
- 2 -
A news release and a material change report in connection with the foregoing was issued by each of Orla and Gold Standard on August 12, 2022, copies of which have been filed under Orla’s and Gold Standard’s issuer profiles on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com and on the Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) at www.sec.gov.
Further details of the Arrangement are described in the management information circular of Gold Standard (the “Circular”) dated July 6, 2022. A copy of the Circular has been filed under Gold Standard’s issuer profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
Item 3. Effective date of the Transaction
August 12, 2022
Item 4. Names of Each party that Ceased to Be a Reporting Issuer Subsequent to the transaction and of each Continuing Entity
On completion of the Arrangement, Gold Standard became a wholly-owned subsidiary of Orla. Gold Standard has applied to the Canadian securities regulators under National Policy 11-206 – Process to Cease to be a Reporting Issuer Applications to cease to be a reporting issuer in each of the provinces and territories of Canada in which it is a reporting issuer.
Orla will continue to be a reporting issuer in each of the provinces and territories of Canada.
Item 5. Date of the Reporting Issuer’s First Financial Year-End Subsequent to the Transaction
Item 6. Periods, Including Comparative Periods, if any, of the Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer’s First Financial Year Subsequent to the Transaction
Item 7. Documents Filed under NI 51-102 that Described the transaction
Dated: August 12, 2022
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