Download Gold Standard Ventures Corp. (Form: 40-F, Received

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F

REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR

ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
Commission file number: 1-35571
Gold Standard Ventures Corp.
(Exact name of Registrant as specified in its charter)
British Columbia, Canada
(Province or other jurisdiction of
incorporation or organization)
1040
(Primary Standard Industrial Classification
Code Number)
Not Applicable
(I.R.S. Employer Identification No.)
Suite 610 – 815 West Hastings Street
Vancouver, B.C. V6C 1B4
(604) 669-5702
(Address and telephone number of Registrant’s principal executive offices)
Gold Standard Ventures (US) Inc.
2135 Industrial Way, Suite A
Elko, Nevada, 89801
(775) 738-9572
(Name, address and telephone number of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class:
Common Shares, no par value
Name of Each Exchange On Which Registered:
NYSE MKT
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:

Annual Information Form

Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the
annual report: 167,769,539 common shares (as of December 31, 2015).
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the
filing number assigned to the Registrant in connection with such Rule.  Yes
 No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.  Yes
 No
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the Registrant was required to submit and post such files).  Yes  No (not required)
EXPLANATORY NOTE
Gold Standard Ventures Corp. (the “Registrant” or “we” or “us”) is a Canadian issuer eligible to file its annual report pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional
disclosure system of the Exchange Act. We are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Accordingly, our
equity securities are exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.
PRINCIPAL DOCUMENTS
The following documents have been filed as part of this Annual Report on Form 40-F and incorporated by reference herein:
A. Annual Information Form
Our Annual Information Form (the “AIF”) for the year ended December 31, 2015 is attached as Exhibit 99.1 of this Annual Report on
Form 40-F.
B. Audited Annual Financial Statements
Our audited annual financial statements (“Audited Financial Statements”) for the year ended December 31, 2015, including the
Independent Auditors’ Report of Registered Public Accounting Firm, are attached as Exhibit 99.2 of this Form 40-F. The Audited Financial
Statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board (IASB).
C. Management’s Discussion and Analysis
Our management’s discussion and analysis (the “MD&A”) for the year ended December 31, 2015 is attached as Exhibit 99.3 of this
Form 40-F.
FORWARD-LOOKING STATEMENTS
This annual report on Form 40-F and the exhibits attached hereto contain “forward-looking statements,” as defined in Section 27A of
the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, that are based on our current expectations,
assumptions, estimates and projections about us. These forward-looking statements are subject to various known and unknown risks and
uncertainties. Generally, the forward-looking statements can be identified by the use of terminology followed by or that include words such as
“may”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “seeks”, “plans”, “intends”, “anticipates”,
“targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words. Forward-looking
statements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments.
Forward-looking statements contained or incorporated by reference in this annual report relating to us may pertain to the following,
among others: exploration and work programs, drilling plans and timing of drilling, plans for development and facilities construction and
timing, method of funding and completion thereof, performance characteristics of our mineral properties, drilling, results of our various
projects, existence of mineral resources or reserves and timing of development thereof, projections of market prices and costs, supply and
demand for gold and other precious metals, expectations regarding the ability to raise capital and to acquire reserves through acquisitions
and/or development, treatment under governmental regulatory regimes and tax laws, and capital expenditure programs and the timing and
method of financing thereof . Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while
considered reasonable by us as of the date of such statements, are inherently subject to significant business, economic and competitive
uncertainties and contingencies. Our estimates and assumptions contained or incorporated by reference in this annual report, which may prove
to be incorrect, include, but are not limited to, the various assumptions set forth herein, or as otherwise expressly incorporated herein by
reference as well as:
2













the results of our proposed exploration programs on the Railroad-Pinion Project will be consistent with current expectations;
our assessment and interpretation of potential geological structures and mineralization at the Railroad-Pinion Project are accurate in all
material respects;
the quantity and grade of mineral resources contained in the Pinion and Dark Star Deposits located within the Railroad-Pinion Project
are accurate in all material respects;
the sufficiency of our current working capital to carry out the work programs and drilling on the Railroad-Pinion Project including, but
not limited to, the Pinion and Dark Star Deposits as recommended in the 2016 Railroad-Pinion Report on a timely basis;
the price for gold and other precious metals will not fall significantly below current levels;
we will be able to secure additional financing to continue exploration and, if warranted, development activities on the Railroad-Pinion
Project and meet future obligations as required from time to time;
we will be able to obtain regulatory approvals and permits in a timely manner and on terms consistent with current expectations;
we will be able to procure drilling and other mining equipment, energy and supplies in a timely and cost efficient manner to meet our
needs from time to time;
our capital and operating costs will not increase significantly from current levels;
key personnel will continue their employment with us and we will be able to obtain and retain additional qualified personnel, as needed,
in a timely and cost efficient manner;
there will be no significant adverse changes in the Canada/U.S. currency exchange rate;
there will be no significant changes in our ability to comply with environmental, safety and other regulatory requirements; and
the absence of any material adverse effects arising as a result of political instability, terrorism, sabotage, natural disasters, equipment
failures or adverse changes in government legislation or the socio-economic conditions in Nevada and the surrounding area with respect
to our Railroad-Pinion Project and operations.
Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements.
Such factors include, but are not limited to: fluctuations in the currency markets; fluctuations in the spot and forward price of gold or certain
other commodities (such as diesel fuel and electricity); changes in national and local government legislation, taxation, controls, regulations and
political or economic developments or conditions in Canada, the United States, or other countries in which we may carry on business in the
future; business opportunities that may be presented to, or pursued by, us; our ability to successfully integrate acquisitions; operating or
technical difficulties in connection with exploration or development activities; employee relations; the speculative nature of gold exploration
and development, including the risks of obtaining necessary licenses and permits; competition for, among other things, capital, acquisitions of
reserves, undeveloped lands and skilled personnel; incorrect assessments of the value of acquisitions, geological, technical, drilling and
processing problems; fluctuations in foreign exchange or interest rates and stock market volatility; changes in income tax laws or changes in
tax laws and incentive programs relating to the mineral resource industry; and contests over title to properties, particularly title to undeveloped
properties. In addition, there are risks and hazards associated with the business of gold exploration, development and mining, including
environmental hazards, time and expense of environmental compliance, industrial accidents, unusual or unexpected formations, pressures,
cave-ins, flooding and gold bullion losses (and the risk of inadequate insurance, or the inability to obtain insurance, to cover these risks). Many
of these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or
implied in any forward-looking statements made by, or on our behalf.
This list is not exhaustive of the factors that may affect any of our forward-looking statements. Forward-looking statements are
statements about the future and are inherently uncertain, and our actual achievements or other future events or conditions may differ materially
from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation,
those referred to in our AIF attached hereto as Exhibit 99.1 under the headings Item 8. “Risk Factors” and Item 2.1 “Cautionary Note
Regarding Forward Looking Statements and Forward Looking Information” and elsewhere in the AIF, and in the documents incorporated by
reference to this Form 40-F and the AIF. In addition, although we have attempted to identify important factors that could cause actual
achievements, events or conditions to differ materially from those identified in the forward-looking statements, there may be other factors that
cause achievements, events or conditions not to be as anticipated, estimated or intended.
3
These forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are
made. We do not assume any obligation to update forward-looking statements, except as required by applicable securities laws, if
circumstances or management’s beliefs, expectations or opinions should change. For the reasons set forth above, persons should not place
undue reliance on forward-looking statements.
CURRENCY
Unless otherwise indicated, all dollar amounts in this Form 40-F are in Canadian dollars. The exchange rate of Canadian dollars into
United States dollars, on December 31, 2015, based on the noon buying rate in New York City for cable transfers in Canadian dollars as
certified for customs purposes by the Federal Reserve Bank of New York, was CDN$1.00 = US$0.7225.
NOTE TO UNITED STATES READERSDIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
We are permitted under the multi-jurisdictional disclosure system adopted by the United States Securities and Exchange Commission (the
“SEC”), to prepare this Form 40-F in accordance with Canadian disclosure requirements, which differ from those of the SEC. We have
prepared our financial statements, which are filed as Exhibit 99.2 to this Form 40-F, in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board, and they are not comparable with financial statements of U.S. and other
companies prepared in accordance with U. S. generally accepted accounting principles.
RESOURCE AND RESERVE ESTIMATES
We prepared the AIF and the MD&A, attached as Exhibits 99.1 and 99.3 to this Form 40-F and incorporated by reference herein in
accordance with the requirements of Canadian securities laws, which differ from the requirements of U.S. securities laws. Unless otherwise
indicated, all reserve and resource estimates contained in or incorporated by reference in this Form 40-F have been prepared in accordance with
Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”) and the “Definition Standards on
Mineral Resources and Mineral Reserves”, adopted by the Canadian Institute of Mining, Metallurgy and Petroleum, as amended. NI 43-101 is a
rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and
technical information concerning mineral projects. These standards differ significantly from the requirements of the SEC, including Industry
Guide 7 under the Securities Act. Resource information contained herein and incorporated by reference herein may not be comparable to
similar information disclosed by U.S. companies.
Without limiting the foregoing, this Form 40-F, including the documents incorporated by reference herein, uses the terms “measured”,
“indicated” and “inferred” resources. U.S. investors are cautioned that, while such terms are recognized and required by Canadian securities
laws, the SEC does not recognize them. Under U.S. standards, mineralization may not be classified as a “reserve” unless the determination has
been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. U.S.
investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves.
U.S. investors should also understand that “inferred resources” have a great amount of uncertainty as to their existence and great
uncertainty as to their economic and legal feasibility. Although it is reasonably expected that the majority of "inferred resources" could be
upgraded to "indicated resources" with continued exploration, U.S. investors are also cautioned not to assume that all or any part of the inferred
resources exist, or that they can be mined legally or economically. Disclosure of “contained ounces” in a mineral resource is permitted
disclosure under Canadian regulations; however, the SEC normally only permits issuers to report “resources” as in place tonnage and grade
without reference to unit measures. Accordingly, information concerning descriptions of mineralization and resources contained in the AIF, or
in the documents incorporated by reference to this Form 40-F and the AIF, may not be comparable to information made public by U.S.
companies subject to the reporting and disclosure requirements of the SEC.
4
TAX MATTERS
Purchasing, holding or disposing of our securities may have tax consequences under the laws of the United States and Canada that are
not described in this annual report. Shareholders are solely responsible for determining the tax consequences as applicable to their particular
circumstances and should consult with their own tax advisors concerning an investment in our securities.
U.S. holders of our common shares should be aware that we believe that for U.S. federal income tax purposes we were classified as a
passive foreign investment company (“PFIC”) during the tax year ended December 31, 2015 and, based upon current business plans and
financial expectations, we expect to be classified as a PFIC for the tax year ending December 31, 2016.
Assuming we are classified as a PFIC for any year during a U.S. shareholder’s holding period, then such U.S. shareholder generally
will be required to treat any gain realized upon a disposition of our common shares, (as well as any “excess distribution” received on the
common shares) as if the gain were ordinary income (rather than capital gain) that had been realized ratably over the holding period of the
common shares. The amount allocated to the current taxable year or to any year prior to the first taxable year in which we were a PFIC, would
be taxed as ordinary income earned in the current taxable year. The amount allocated to other taxable years would be taxed at the highest
marginal rates applicable to ordinary income for such taxable years, and the U.S. Holder also would be liable for an interest charge on such tax
liability for such years. The ownership and disposition of shares in a PFIC must be reported on Form 8621, filed with a U.S. Holder’s federal
income tax return. The foregoing excess distribution rules would not apply to the extent that the shareholder makes a timely and effective
“qualified electing fund” (“QEF”) election or a “mark-to-market” election with respect to the common shares. A U.S. shareholder who makes
a QEF election generally must report on a current basis his share of our net capital gain and ordinary earnings for any year in which we are a
PFIC, whether or not we distribute any amounts to our shareholders. For each tax year that we are a PFIC, we will make available the PFIC
annual information statement as provided pursuant to Treasury Regulation Section 1.1295-1(g) on our website. A U.S. shareholder who makes
the mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the common shares over
his basis therein.
Each U.S. shareholder should consult with his own tax advisor regarding the PFIC rules and U.S. federal income tax consequences of
the acquisition, ownership and disposition of our common shares.
DISCLOSURE CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
At the end of the period covered by this annual report on Form 40-F, an evaluation was carried out under the supervision of, and with
the participation of our management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the
effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a–15(e) and Rule 15d–15(e) under
the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this annual
report, our disclosure controls and procedures were adequately designed and effective in ensuring that: (i) information required to be disclosed
by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in applicable SEC rules and forms and (ii) material information required to be disclosed in our reports filed under the
Exchange Act is accumulated and communicated to our management, including the CEO and the CFO, as appropriate, to allow for accurate and
timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
For management’s report on internal control over financial reporting, see “Internal Controls over Financial Reporting Procedures” in
our MD&A attached as Exhibit 99.3 to this annual report on Form 40-F and incorporated by reference herein.
5
Attestation Report of the Independent Registered Public Accounting Firm
Our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting as of
December 31, 2015, which immediately precedes the audited consolidated financial statements included as part of Exhibit 99.2 to this Form
40-F and incorporated by reference herein.
Changes in Internal Controls over Financial Reporting
During the fiscal year ended December 31, 2015, no changes occurred in our internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Certifications
See Exhibits 31.1, 31.2, 32.1 and 32.2 to this Form 40-F.
CORPORATE GOVERNANCE
We are subject to a variety of corporate governance guidelines and requirements of the TSX Venture Exchange , the NYSE
MKT (the “NYSE MKT”), the Canadian Securities Administrators and the SEC. We believe that we meet or exceed the applicable corporate
governance requirements. Although we are listed on the NYSE MKT, we are not required to comply with all of that exchange's corporate
governance rules which are applicable to U.S. companies. The significant ways in which the NYSE MKT governance rules differ for us, as a
foreign company, are a reduced quorum requirement for shareholder meetings, shareholder approval for issuance of common shares that could
result in a change in control of us, a 20% increase in the number of outstanding common shares, and shareholder approval for amendments to
option plans. A company seeking relief under or from these provisions must provide written certification from independent local counsel that
the non-complying practice is not prohibited by home country law. In addition, the company must provide English language disclosure of any
significant ways in which its corporate governance practices differ from those followed by domestic companies pursuant to NYSE MKT
standards. This disclosure may be provided on the company’s website but must be included in the company’s annual report distributed to
shareholders in the United States.
We review our governance practices and monitor developments in Canada and the United States on an on-going basis to ensure we
remain in compliance with applicable rules and standards. The Board is committed to sound corporate governance practices which are both in
the interest of our shareholders and contribute to effective and efficient decision making.
AUDIT COMMITTEE
Audit Committee
The Board has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange
Act. The members of our Audit Committee are identified under the heading Item 19. “Audit Committee” in the AIF which is attached as
Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein. In the opinion of the Board, all members of the Audit
Committee are financially literate and independent, as such terms are defined by the NYSE MKT’s corporate governance listing standards
applicable to us and as determined by Rule 10A-3 under the Exchange Act.
Audit Committee Financial Expert
The Board has determined that Robert J. McLeod, Chair of the Audit Committee, is “independent” and has the necessary
qualifications to be designated as an “audit committee financial expert,” within the meaning of applicable SEC rules and NYSE MKT rules.
6
The SEC has indicated that the designation or identification of a person as an audit committee financial expert does not make such
person an “expert” for any purpose, impose any duties, obligations or liabilities on such person greater than those imposed on members of the
Audit Committee and the Board who do not carry this designation or identification, or affect the duties, obligations or liabilities of any other
member of the Audit Committee or the Board.
Audit Committee Charter
Our Audit Committee Charter is provided in Schedule A to the AIF, which is attached as Exhibit 99.1 to this annual report on Form
40-F and incorporated by reference herein. The Charter also is available in print to any shareholder that provides us with a written request.
PRINCIPAL ACCOUNTING FEES AND SERVICES – INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Davidson & Company LLP acted as our independent registered public accounting firm for the fiscal years ended December 31, 2015
and 2014. For a description of the total amount Davidson & Company LLP billed to us for services performed in the last two fiscal years by
category of service (audit fees, audit-related fees, tax fees and all other fees), see Item 19.9: “Audit Committee - External Audit Service Fees
(By Category)” in our AIF, which is attached as Exhibit 99.1 to this Form 40-F and incorporated by reference herein.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
For a description of our pre-approval policies and procedures related to the provision of non-audit services, see Item 19.8 “Audit
Committee - Pre-Approval Policies and Procedures” in the AIF, which is attached as Exhibit 99.1 to this Form 40-F and incorporated by
reference herein.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any material off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources.
CODE OF BUSINESS ETHICS
We have adopted a Code of Business Ethics (the “Code”) covering our executive officers and directors. The Code is available on our
website at http://goldstandardv.com/corporate/corporate-governance/ and from our office at the address listed on the cover of this Form 40-F.
All amendments and all waivers of the Code to the officers covered by it will be posted on our website, furnished to the SEC as
required, and provided to any shareholder who requests them. During the fiscal year ended December 31, 2015, we did not grant any waiver,
including an implicit waiver, from a provision of the Code to any executive officer or director.
CONTRACTUAL OBLIGATIONS
For a description of our contractual obligations, see “Commitments” in the MD&A, which is attached as Exhibit 99.3 to this Form
40-F and incorporated by reference herein.
MINE SAFETY DISCLOSURE
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, issuers that are operators,
or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed
with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and
mining-related fatalities under the regulation of the Federal Mine Safety and Health Review Administration under the Federal Mine Safety and
Health Act of 1977. During the fiscal year ended December 31, 2015, we were not subject to any citations, orders or other legal actions under
the Federal Mine Safety and Health Act of 1977.
7
NOTICES PURSUANT TO REGULATION BTR
We did not send any notices required by Rule 104 of Regulation BTR during the fiscal year ended December 31, 2015 concerning any
equity security subject to a blackout period under Rule 101 of Regulation BTR.
INTERACTIVE DATA FILE
We are not currently required to submit to the SEC, nor post to our corporate website, an Interactive Data File.
ADDITIONAL INFORMATION
Additional information relating to our company, including the Audited Financial Statements, the MD&A and the AIF, can be found on
SEDAR at www.sedar.com, on the SEC website at www.sec.gov, or on our website at http://goldstandardv.com . Shareholders may also
contact the Secretary of the Company by phone at 1-604-669-5702 or by e-mail at [email protected] to request copies of these
documents and this annual report on Form 40-F.
CONTACTING THE BOARD
Shareholders, employees and other interested parties may communicate directly with the Board by:
•
writing to:
•
•
calling:
emailing:
Jonathan T. Awde
President and CEO
Suite 610 – 815 West Hastings St.
Vancouver, BC V6C 1B4
1-604-669-5702
[email protected]
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. Undertaking
We undertake to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to
furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the
securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
B. Consent to Service of Process
We have previously filed with the SEC a written consent to service of process and power of attorney on Form F-X. Any change to the
name or address of our agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing our file
number.
8
E XHIBIT INDEX
Consents
23.1
Consent of Davidson & Company LLP
23.2
Consent of Michael Dufresne
23.3
Consent of Steven Koehler
Certifications
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
1934
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of
1934
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1850
Annual Information
99.1
Annual Information Form of the Company for the year ended December 31, 2015
99.2
Audited Consolidated Financial Statements of the Company for the year ended December 31, 2015
99.3
Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December
31, 2015
9
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has
duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
Gold Standard Ventures Corp.
By:
/s/ Jonathan T. Awde
Name: Jonathan T. Awde
Title: CEO and President
Date: March 30, 2016
10
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Annual Report on Form 40-F for the fiscal year ended December 31, 2015 of Gold
Standard Ventures Corp. of our report dated [] [], 2015, relating to the consolidated financial statements as of and for the fiscal years ended
December 31, 2015 and December 31, 2014, which is included in an exhibit to, and are incorporated by reference into, this Annual Report.
“DAVIDSON & COMPANY LLP”
Vancouver, Canada
March 30, 2016
Chartered Accountants
EXHIBIT 23.2
MICHAEL DUFRESNE
March 30, 2016
TO: Gold Standard Ventures Corp.
Ladies and Gentlemen:
Reference is made to the Annual Report on Form 40-F (the “40-F”) of Gold Standard Ventures Corp. (the “Company”), to be filed with the
United States Securities and Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and to the
Annual Information Form (the “AIF”) of the Company for the year ended December 31, 2015, which is being filed as an exhibit to and
incorporated by reference in the 40-F.
I, Michael Dufresne, hereby consent to the references to my name and certain scientific and technical disclosure regarding the updated NI
43-101 Railroad-Pinion technical report, dated March 30, 2016, in the AIF.
Yours truly,
/s/ Michael Dufresne
Michael Dufresne
EXHIBIT 23.3
STEVEN KOEHLER
March 30, 2016
TO: Gold Standard Ventures Corp.
Ladies and Gentlemen:
Reference is made to the Annual Report on Form 40-F (the “40-F”) of Gold Standard Ventures Corp. (the “Company”), to be filed with the
United States Securities and Exchange Commission pursuant to the United States Securities Exchange Act of 1934, as amended, and to the
Annual Information Form (the “AIF”) of the Company for the year ended December 31, 2015, which is being filed as an exhibit to and
incorporated by reference in the 40-F.
I, Steven Koehler, hereby consent to the references to my name and certain scientific and technical disclosure regarding the updated NI 43-101
Railroad-Pinion technical report, dated March 30, 2016, in the AIF.
Yours truly,
/s/ Steven Koehler
Steven Koehler
Exhibit 31.1
CERTIFICATION
PURSUANT TO SECTION 302
THE SARBANES-OXLEY ACT OF 2002
I, Jonathan T. Awde, certify that:
I have reviewed this annual report on Form 40-F of Gold Standard Ventures Corp.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered
by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over
financial reporting; and
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s
internal control over financial reporting.
Date: March 30, 2016
/s/ Jonathan T. Awde
Name: Jonathan T. Awde
Title: Chief Executive Officer and President
Exhibit 31.2
CERTIFICATION
PURSUANT TO SECTION 302
THE SARBANES-OXLEY ACT OF 2002
I, Michael N. Waldkirch, certify that:
I have reviewed this annual report on Form 40-F of Gold Standard Ventures Corp.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered
by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over
financial reporting; and
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s
internal control over financial reporting.
Date: March 30, 2016
/s/ Michael N. Waldkirch
Name: Michael N. Waldkirch
Title: Chief Financial Officer
Exhibit 32.1
Certification Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act 2002
In connection with the Annual Report on Form 40-F of Gold Standard Ventures Corp. (the “Company”) for the yearly period ended
December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan T. Awde, Chief
Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
/s/ Jonathan T. Awde
Name: Jonathan T. Awde
Title: Chief Executive Officer and President
Date: March 30, 2016
The foregoing certificate is solely for the purposes of compliance with the aforementioned Section 906 of the Sarbanes-Oxley Act
2002 and is not intended to be used or relied upon for any other purposes.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the
Company and furnished to the SEC or its staff upon request.
Exhibit 32.2
Certification Pursuant to
8 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act 2002
In connection with the Annual Report on Form 40-F of Gold Standard Ventures Corp. (the “Company”) for the yearly period ended
December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael N. Waldkirch, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
/s/ Michael N. Waldkirch
Name: Michael N. Waldkirch
Title: Chief Financial Officer
Date: March 30, 2016
The foregoing certificate is solely for the purposes of compliance with the aforementioned Section 906 of the Sarbanes-Oxley Act
2002 and is not intended to be used or relied upon for any other purposes.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the
Company and furnished to the SEC or its staff upon request.
ANNUAL INFORMATION FORM
For the Year Ended December 31, 2015
(Dated March 30, 2016)
GOLD STANDARD VENTURES CORP.
Suite 610 – 815 West Hastings Street
Vancouver, B.C.
V6C 1B4
TABLE OF CONTENTS
ITEM 1:
1.1
1.2
1.3
1.4
ITEM 2:
2.1
2.2
ITEM 3:
3.1
3.2
ITEM 4:
4.1
4.2
ITEM 5:
5.1
5.2
5.3
PRELIMINARY NOTES
Effective Date of Information
Financial Statements and Management Discussion and Analysis
Currency
Imperial and Metric Conversions
CAUTIONARY NOTES
Cautionary Note Regarding Forward Looking Statements and Forward Looking Information
Cautionary Note to United States Investors Regarding Mineral Reporting Standards
GLOSSARY
Glossary of Terms
Glossary of Technical Terms
CORPORATE STRUCTURE
Name, Address and Incorporation
Intercorporate Relationships
GENERAL DEVELOPMENT OF THE BUSINESS
Overview
Three Year History
Significant Acquisitions and Dispositions
5.3.1 Significant Acquisitions
5.3.2 Dispositions
5.4 Mineral Property
ITEM 6: DESCRIPTION OF THE BUSINESS
6.1 General
ITEM 7: MATERIAL MINERAL PROJECT
ITEM 8: RISK FACTORS
ITEM 9: DIVIDENDS
ITEM 10: DESCRIPTION OF CAPITAL STRUCTURE
ITEM 11: MARKET FOR SECURITIES
11.1 Trading Price and Volume
11.2 Prior Sales
ITEM 12: ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON
TRANSFER
ITEM 13: DIRECTORS AND OFFICERS
13.1 Name, Occupation and Security Holding
13.2 Cease Trade Orders, Bankruptcies, Penalties or Sanctions
13.3 Conflicts of Interest
ITEM 14: LEGAL PROCEEDINGS AND REGULATORY ACTIONS
14.1 Legal Proceedings
14.2 Regulatory Actions
ITEM 15: INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
ITEM 16: TRANSFER AGENT AND REGISTRAR
ITEM 17: MATERIAL CONTRACTS
ITEM 18: INTEREST OF EXPERTS
18.1 Names of Experts
18.2 Interests of Experts
ITEM 19: AUDIT COMMITTEE
ITEM 20: ADDITIONAL INFORMATION
SCHEDULE “A” – Audit Committee Charter
-2-
3
3
3
3
3
4
4
6
7
7
8
11
11
11
12
12
14
21
21
21
21
25
25
26
115
126
127
127
127
127
129
129
129
133
134
134
134
134
134
136
136
137
137
138
138
140
ITEM 1: PRELIMINARY NOTES
1.1
Effective Date of Information
References to “Gold Standard Ventures”, “Gold Standard”, “GSV”, the “Company”, “its”, “our” and “we”, or related terms, in this Annual
Information Form (“ AIF ”), refer to Gold Standard Ventures Corp. and includes, where the context requires, its subsidiaries.
All information contained in this AIF is as at December 31, 2015, unless otherwise stated.
1.2
Financial Statements and Management Discussion and Analysis
This AIF should be read in conjunction with the Company’s consolidated annual financial statements for the year ended December 31, 2015
(the “ Financial Statements ”), and the accompanying Management’s Discussion and Analysis (“ MD&A ”) for such period. The Financial
Statements and MD&A are available on the SEDAR website at www.sedar.com under the Company’s profile.
1.3
Currency
All references to “$”, “C$” or “dollars” in this AIF are to lawful currency of Canada unless otherwise expressly stated.
are to United States dollars.
1.4
References to “US$”
Imperial and Metric Conversions
The following table sets forth certain standard conversions between Standard Imperial Units and the International System of Units (or metric
units).
To Convert From
To
Multiply By
Feet (“ft”)
Metres
Miles (“mi”)
Kilometres
Acres
Hectares
Metres (“m”)
Feet
Kilometres (“km”)
Miles
Hectares
Acres
0.305
3.281
1.609
0.621
0.405
2.471
-3-
ITEM 2: CAUTIONARY NOTES
2.1
Cautionary Note Regarding Forward Looking Statements and Forward Looking Information
Certain statements and information contained in this AIF and the documents incorporated by reference herein and therein constitute
“forward-looking statements” and “forward looking information” within the meaning of applicable securities legislation. Forward-looking
statements and forward looking information include statements concerning the Company’s current expectations, estimates, projections,
assumptions and beliefs, and, in certain cases, can be identified by the use of words such as “ seeks ”, “plans”, “expects”, “is expected”,
“budget”, “estimates”, “intends”, “anticipates” , or “believes” , or variations of such words and phrases or statements that certain actions,
events or results “may”, “could”, “should”, “would”, “might” or “will”, “occur” or “be achieved” , or the negative forms of any of these
words and other similar expressions.
Forward-looking statements and forward looking information reflect the Company’s current expectations and assumptions, and are subject to a
number of known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or
achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the
forward-looking statements and forward looking information, including without limitation:



















the Company’s limited operating history;
the Company’s history of losses and expectation of future losses;
uncertainty as to the Company’s ability to continue as a going concern;
the existence of mineral resources on the Company’s mineral properties;
the Company’s ability to obtain adequate financing for exploration and development;
the Company’s ability to attract and retain qualified personnel;
foreign currency fluctuations;
uncertainty as to the Company’s ability to maintain effective internal controls;
the involvement by some of the Company’s directors and officers with other natural resource companies;
the uncertain nature of estimating mineral resources and reserves;
uncertainty surrounding the Company’s ability to successfully develop its mineral properties;
exploration, development and mining risks, including risks related to infrastructure, accidents and equipment breakdowns;
title defects to the Company’s mineral properties;
the Company’s ability to obtain all necessary permits and other approvals;
risks related to equipment shortages, access restrictions and inadequate infrastructure;
increased costs and restrictions on operations due to compliance with environmental legislation and potential lawsuits;
fluctuations in the market price of gold and other metals;
intense competition in the mining industry; and
the Company’s ability to comply with applicable regulatory requirements.
In making the forward-looking statements and developing the forward looking information included in this AIF and the documents
incorporated by reference herein and therein, the Company has made various material assumptions, including, but not limited to:






the results of the Company’s proposed exploration programs on the Railroad-Pinion Project will be consistent with current expectations;
the Company’s assessment and interpretation of potential geological structures and mineralization at the Railroad-Pinion Project are
accurate in all material respects;
the quantity and grade of mineral resources contained in the Pinion and Dark Star Deposits located within the Railroad-Pinion Project
are accurate in all material respects;
the sufficiency of the Company’s current working capital to carry out the work programs and drilling on the Railroad-Pinion Project
including, but not limited to, the Pinion and Dark Star Deposits as recommended in the 2016 Railroad-Pinion Report on a timely basis;
the price for gold and other precious metals will not fall significantly below current levels;
the Company will be able to secure additional financing to continue exploration and, if warranted, development activities on the
Railroad-Pinion Project and meet future obligations as required from time to time;
-4-







the Company will be able to obtain regulatory approvals and permits in a timely manner and on terms consistent with current
expectations;
the Company will be able to procure drilling and other mining equipment, energy and supplies in a timely and cost efficient manner to
meet the Company’s needs from time to time;
the Company’s capital and operating costs will not increase significantly from current levels;
key personnel will continue their employment with the Company and the Company will be able to obtain and retain additional qualified
personnel, as needed, in a timely and cost efficient manner;
there will be no significant adverse changes in the Canada/U.S. currency exchange rate;
there will be no significant changes in the ability of the Company to comply with environmental, safety and other regulatory
requirements; and
the absence of any material adverse effects arising as a result of political instability, terrorism, sabotage, natural disasters, equipment
failures or adverse changes in government legislation or the socio-economic conditions in Nevada and the surrounding area with respect
to the Company’s Railroad-Pinion Project and operations.
Other assumptions are discussed throughout this AIF and in the documents incorporated by reference herein and therein.
The Company's ability to predict the results of its operations or the effects of various events on its operating results is inherently uncertain.
Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements and forward looking information or the
assumptions on which the Company’s forward-looking statements and forward looking information are based. Investors are advised to
carefully review and consider the risk factors identified in, among other places, this AIF under Item 8 “RISK FACTORS” and in the documents
incorporated by reference herein and therein for a discussion of the factors that could cause the Company’s actual results, performance and
achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the
forward-looking statements and forward looking information. Investors are further cautioned that the foregoing list of risks and assumptions is
not exhaustive and prospective investors should consult the more complete discussion of the Company’s business, financial condition and
prospects that is included in this AIF and the documents incorporated by reference herein and therein.
Although the Company believes that the assumptions on which the forward-looking statements are made and forward looking information is
provided are reasonable, based on the information available to the Company on the date such statements were made or such information was
provided, no assurances can be given as to whether these assumptions will prove to be correct. The forward-looking statements and forward
looking information contained in this AIF and the documents incorporated by reference herein and therein are expressly qualified in their
entirety by the foregoing cautionary statements. Furthermore, the above risks are not intended to represent a complete list of the risks that
could affect the Company and readers should not place undue reliance on forward-looking statements and forward looking information in this
AIF and the documents incorporated by reference herein and therein.
Forward-looking statements and forward looking information speak only as of the date the statements are made or such information is
provided. The Company assumes no obligation to update publicly or otherwise revise any forward-looking statements or forward
looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking statements
or forward looking information, except to the extent required by applicable laws. If the Company does update one or more
forward-looking statements or forward looking information, no inference should be drawn that the Company will make additional
updates with respect to those or other forward-looking statements or forward looking information.
-5-
2.2
Cautionary Note to United States Investors Regarding Mineral Reporting Standards
The disclosure in this AIF and the documents incorporated by reference herein and therein have been prepared in accordance with the
requirements of Canadian securities laws, which differ from the requirements of United States securities laws. Disclosure, including scientific
or technical information, has been made in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral
Projects . NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer
makes of scientific and technical information concerning mineral projects. Canadian standards, including NI 43-101, differ significantly from
the requirements of the SEC. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term
“reserve”. Under United States standards, mineralization may not be classified as a “reserve” unless the determination has been made that the
mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC’s disclosure
standards normally do not permit the inclusion of information concerning “measured mineral resources”, “indicated mineral resources” or
“inferred mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by
United States standards in documents filed with the SEC. United States investors should also understand that “measured mineral resources”,
“indicated mineral resources” and “inferred mineral resources” have a great amount of uncertainty as to their existence and as to their economic
and legal feasibility. Investors are cautioned not to assume that any part, or all, of the mineral deposits in these categories will ever be
converted into mineral reserves. In accordance with Canadian rules, estimates of “inferred mineral resources” cannot form the basis of
feasibility or other economic studies. Although it is reasonably expected that the majority of “inferred resources” could be upgraded to
“indicated resources” with continued exploration, investors are cautioned not to assume that all or any part of an “inferred mineral resource”
exists or is economically or legally mineable. In addition, the definitions of “proven” and “probable mineral reserves” used in NI 43-101 differ
from the definitions in the Industry Guide 7. Disclosure of “contained ounces” is permitted disclosure under Canadian regulations; however,
the SEC normally only permits issuers to report mineralization that does not constitute reserves as in place tonnage and grade without reference
to unit measures. Accordingly, information contained in this AIF, and any documents incorporated by reference herein and therein containing
descriptions of the Company’s mineral properties may not be comparable to similar information made public by U.S. companies subject to the
reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
[remainder of page left blank intentionally]
-6-
ITEM 3: GLOSSARY
3.1 Glossary of Terms
“ 2014 Pinion Resource Report ” means the technical report dated October 24, 2014 establishing the maiden resource estimate for the Pinion
Deposit titled “Technical Report Maiden Resource Estimate Pinion Project Elko County, Nevada USA” prepared in accordance with NI 43-101
by Michael B. Dufresne, M.Sc., P. Geol., P. Geo, Steven J. Nicholls, BA.Sc., MAIG, and Andrew J. Turner, BSc., P. Geol, of APEX.
“ 2015 Dark Star Resource Report ” means the technical report dated April 17, 2015 establishing the maiden resource estimate for the Dark
Star Deposit titled “Technical Report Maiden Resource Estimate Dark Star Deposit Elko County, Nevada USA” prepared in accordance with
NI 43-101 by Michael B. Dufresne, M.Sc., P. Geol., P. Geo, Steven J. Nicholls, BA. Sc., MAIG, and Andrew J. Turner, BSc., P. Geol, of
APEX.
“ 2016 Railroad-Pinion Report ” means the technical report dated March 30, 2016 on the Railroad-Pinion Project titled “Technical Report on
the Railroad - Pinion Project Elko County, Nevada USA” prepared in accordance with NI 43-101 by Michael B. Dufresne, M.Sc., P. Geol., P.
Geo. of APEX and Steven R. Koehler, B.Sc., QP, CPG#10216, the Company's Manager of Projects.
“ APEX ” means APEX Geoscience Ltd., of Edmonton, Alberta.
“ BCBCA ” means the Business Corporations Act (British Columbia), as amended from time to time.
“ BLM ” means the United States, Department of Interior, Bureau of Land Management.
“ Board ” means the board of directors of the Company.
“ Computershare ” means Computershare Trust Company of Canada, the registrar and transfer agent of the Company.
“ Common Shares ” means common shares without par value in the capital stock of the Company.
“ Dark Star Deposit ” means the gold deposit located at the southern end of the Railroad-Pinion Project approximately two miles (three km)
east of the Pinion Deposit and the subject of the maiden resource estimate in the 2015 Dark Star Resource Report.
“ East Bailey Project ” means the Company’s former early stage gold exploration prospect comprising 532 unpatented lode mineral claims
totaling approximately 10,425 acres in Elko County, Nevada.
“ East Camp Douglas Project ” means the Company’s former early stage gold exploration prospect comprising 281 unpatented mineral
claims and several blocks of fee lands totaling approximately 5,403.7 acres in the Walker Lane Trend of Mineral County, Nevada.
“ GSV US ” means Gold Standard Ventures (US) Inc., a wholly owned subsidiary of JKR incorporated pursuant to the laws of Nevada and
holding all of the Company’s interest in the Railroad-Pinion Project.
“ IFRS ” means International Financial Reporting Standards.
“ JKR ” means JKR Gold Resources Inc., a wholly owned subsidiary of the Company incorporated under the BCBCA.
“ JKR US ” means JKR Gold Resources USA Inc., a wholly owned subsidiary of JKR incorporated pursuant to the laws of Nevada which
previously held the Company’s interests in the Safford-CVN Project and East Bailey Project.
“ JMD ” means JMD Exploration Corp., a wholly owned subsidiary of JKR incorporated under the BCBCA.
“ NI 43-101 ” means National Instrument 43-101 Standards of Disclosure of Mineral Projects adopted by the Canadian Securities
Administrators.
-7-
“ NSR ” means net smelter returns royalty.
“NYSE-MKT ” means the NYSE-MKT LLC, a wholly-owned subsidiary of NYSE Euronext.
“ Pinion Deposit ” means the gold deposit located primarily within Section 27 (T30N, R53E) of the Pinion Project and the subject of the
updated resource estimate discussed in the 2016 Railroad-Pinion Report.
“ Pinion Project ” means that portion of the Railroad-Pinion Project located in Elko County, Nevada adjoining the southern boundary of the
Railroad Project as more particularly described under Item 5.4 “Mineral Properties – Railroad-Pinion Project, Elko County, Nevada ” and
outlined as such in Figure 4.1, Property Map, under Item 7 “MATERIAL MINERAL PROJECT – Railroad-Pinion Project, Elko County,
Nevada ”.
“ QP ” means a “qualified person” for the purposes of NI 43-101.
“ Railroad Project ” means that portion of the Railroad-Pinion Project in Elko County, Nevada situated north of and adjacent to the Pinion
Project as more particularly described under Item 5.4 “Mineral Properties – Railroad-Pinion Project, Elko County, Nevada ” and outlined as
such in Figure 4.1, Property Map, under Item 7 “MATERIAL MINERAL PROJECT – Railroad-Pinion Project, Elko County, Nevada ”.
“ Railroad-Pinion Project ” means the significant and largely contiguous land position of about 30,404 gross acres (12,304 hectares) and
28,271 net acres (11,623 net hectares) of patented and unpatented lode claims and private lands situated in the prolific Carlin Trend of
north-central Nevada, U.S.A. and the Company’s flagship mineral project as more particularly described under Item 5.4 “Mineral Properties –
Railroad-Pinion Project, Elko County, Nevada " and Item 7 “MATERIAL MINERAL PROJECT – Railroad-Pinion Project, Elko County,
Nevada ”.
“ Safford-CVN Project ” means the Company’s former early stage gold and silver exploration prospect comprising 267 contiguous unpatented
lode mining claims covering approximately 5,380.5 acres of land located in Eureka County, Nevada, U.S.
“ Scorpio ” means Scorpio Gold Corporation, a reporting issuer listed for trading on the TSXV under the symbol SGN, and, where the context
so requires, its wholly-owned U.S. subsidiary, Scorpio Gold (US) Corporation.
“ SEC ” means the United States Securities and Exchange Commission.
“SEDAR” means the System for Electronic Document Analysis and Retrieval as located on the Internet at www.sedar.com.
“ TSXV ”
means the TSX Venture Exchange.
In this AIF, other words and phrases that are capitalized have the meaning assigned in this AIF.
Words importing the masculine shall be interpreted to include the feminine or neuter and the singular to include the plural and vice versa where
the context so requires.
3.2
Glossary of Technical Terms
The following is a glossary of certain geological and technical terms used in this AIF.
Ag - silver.
anticline - a flexure or fold in a rock formation that takes the form of an arch.
anomaly - any departure from the norm which may indicate the presence of mineralization in the underlying bedrock.
assay - in economic geology, to analyze the proportions of metal in a rock or overburden sample; to test an ore or mineral for composition,
purity, weight or other properties of commercial interest.
-8-
Au - gold.
breccia - a coarse-grained clastic rock, composed of angular broken rock fragments held together by a mineral cement or in a fine-grained
matrix; it differs from conglomerate in that the fragments have sharp edges and unworn corners. Breccia may originate as a result of talus
accumulation, explosive igneous processes, collapse of rock material, or faulting.
carbonates - a sedimentary rock composed of carbonate minerals, including limestone (CaCO3) and dolomite (CaMg(CO3)2)
clastic - A sedimentary rock (such as shale, siltstone, sandstone or conglomerate) or sediment (such as mud, silt, sand, or pebbles) composed of
fragments (clasts) of pre-existing rock or fossils.
conglomerate - rock comprising pieces of other rocks: coarse-grained sedimentary rock containing fragments of other rock larger than 2 mm
(0.08 in.) in diameter, held together with another material such as clay.
CSAMT survey – controlled source, audio-frequency, magnetotelluric survey.
Cu - copper.
dip - the angle at which a stratum is inclined from the horizontal.
EM - electromagnetic geophysical survey.
geochemical - pertaining to various chemical aspects (e.g. concentration, associations of elements) of natural media such as rock, soil and
water.
geophysical survey - the exploration of an area by exploiting differences in physical properties of different rock types. Geophysical methods
include seismic, magnetic, gravity, induced polarization and other techniques.
grade - the amount of valuable metal in each tonne of ore, expressed as grams per tonne (g/t) for precious metals, as percent (%) for copper,
lead, zinc and nickel.
Gravity Depth - a measurement of gravity below the surface.
host - a rock or mineral that is older than rocks or minerals introduced into it.
hydrothermal - relative to the circulation of hot water within Earth's crust.
intrusive - an igneous rock body that crystallized from a magma slowly cooling below the surface of the Earth.
jasperoids - a rare, peculiar type of hydrothermal metasomatic alteration and occurs in two main forms; sulfidic jasperoids and hematitic
jasperoids. True jasperoids are different from jaspillite, which is a form of metamorphosed chemical sedimentary rock, and from jasper which
is a chemical sediment.
limestone - a sedimentary rock composed mainly of calcite (CaCO3) often deposited as a by-product of biological activity in the ocean.
metamorphic rocks - rocks which have undergone a change in texture or mineral composition as the result of exposure to heat and/or pressure.
metasomatic - the chemical alteration of a rock by hydrothermal and other fluids.
outcrop - an exposure of bedrock at the surface.
plutonic - refers to rocks of igneous origin that have come from depth and cooled slowly below the surface of the earth.
-9-
porphyry - any igneous rock in which relatively large crystals, called phenocrysts, are set in a fine-grained groundmass.
ppb - parts per billion.
ppm - parts per million, numerically equivalent to grams per long tonne.
pyrite - a common iron sulfide mineral (FeS2) with a brassy metallic luster.
sedimentary rocks - secondary rocks formed from material derived from other rocks mainly deposited under water. Examples are limestone,
shale and sandstone.
silica - a combination of silicon dioxide (SiO2); quartz.
silicification - the introduction of, or replacement by, silica, generally resulting in the formation of fine-grained quartz, chalcedony, or opal,
which may fill pores and replace existing minerals.
silts - a fine soil particle with sizes that range between 0.075mm and 0.002mm.
skarn - name for the metamorphic rocks surrounding an igneous intrusive where it comes in contact with a limestone or dolostone formation.
st – short ton.
sulphide - a group of minerals in which one or more metals are found in combination with sulphur.
[remainder of page left blank intentionally]
-10-
ITEM 4: CORPORATE STRUCTURE
4.1
Name, Address and Incorporation
The Company was incorporated on February 6, 2004 under the BCBCA under the name “ TCH Minerals Inc. ”. The Company changed its
name to “ Ripple Lake Minerals Ltd. ” on May 13, 2004 and again to “ Ripple Lake Diamonds Inc. ” on July 26, 2004. On August 16, 2007 the
Company consolidated its share capital on a ten for one basis and changed its name to “ Devonshire Resources Ltd. ”. On November 18, 2009
the Company consolidated its share capital on a further four to one basis and changed its name to its current name “ Gold Standard Ventures
Corp. ”.
The registered and head office of the Company is located at Suite 610 – 815 West Hastings Street, Vancouver, B.C. V6C 1B4, telephone:
(604) 669 - 5702, fax (604) 687 – 3567.
4.2
Inter-corporate Relationships
The Company currently has four wholly-owned subsidiaries: JKR, JMD, GSV US and JKR US.
JKR is a private company incorporated in British Columbia and holds all of the issued and outstanding shares in the capital stock of JMD and
JKR USA. JMD is a private company incorporated in British Columbia and holds all of the shares of GSV US. GSV US is a private company
incorporated in Nevada and holds the Company’s interest in the Railroad-Pinion Project. JKR US is a private company incorporated in Nevada
and previously held the Company’s interests in the former Safford-CVN and East Bailey Projects.
The following chart illustrates the inter-corporate relationships among the Company and its subsidiaries as of March 30, 2016.
(1)
Other than holding the shares of GSV US, JMD does not carry on any active business.
(2)
JKR US previously held the Company’s interests in the Safford-CVN and East Bailey Projects. See Item 5.2 “GENERAL
DEVELOPMENT OF THE BUSINESS – Three Year History” for a discussion of the Company’s abandonment of the
Safford-CVN and East Bailey Projects in 2015.
(3)
The Company is currently investigating options for winding up these subsidiaries in order to simplify its corporate structure and
reduce ongoing administrative and accounting expenses.
-11-
ITEM 5: GENERAL DEVELOPMENT OF THE BUSINESS
5.1
Overview
Headquartered in Vancouver, B.C., Gold Standard is a Canadian based company focused on the acquisition and exploration of district-scale
and other gold-bearing mineral properties exclusively in the State of Nevada, United States.
The Company’s flagship property is the Railroad-Pinion Project located at the southeast end of the Carlin (Gold) Trend, a northwest alignment
of sedimentary rock-hosted gold deposits in northeastern Nevada where more than 40 separate gold deposits have produced in excess of 80
million ounces of gold to date. The Railroad-Pinion Project is centered on the fourth and southernmost dome-shaped window along the Carlin
Trend in the Piñon Range which is cored by igneous intrusions that uplift and expose Paleozoic rocks and certain stratigraphic contacts that are
favorable for the formation of Carlin-style gold deposits.
The following is an interpretive illustration of a longitudinal section of the "Four Windows" on the Carlin Trend.
(1)
(1)
The existence of major gold deposits on properties adjacent to or in close proximity with the Railroad-Pinion Project is not
necessarily indicative of the level of gold mineralization on the Railroad-Pinion Project.
The Railroad-Pinion Project comprises two significant gold target areas. Historic work and exploration conducted by the Company since 2010
has identified several significant zones of gold and base metal mineralization within the Railroad Project portion of the Railroad-Pinion
Project. In early 2014, the Company increased its ownership of the Pinion Project, which is located immediately south of, and is contiguous
with, the Railroad Project and is host to the Pinion and Dark Star Deposits as well as other exploration prospects. See “ Pinion Deposit ” and “
Dark Star and Dixie Prospects ” in Item 5.3.1 “Significant Acquisitions and Dispositions - Significant Acquisitions” below.
-12-
The combined Railroad-Pinion Project is the subject of the NI 43-101 2016 Railroad-Pinion Report dated March 30, 2016 and titled “Technical
Report on the Railroad - Pinion Project Elko County, Nevada USA” co-authored by Michael B. Dufresne, M.Sc., P. Geol., P.Geo. of APEX
and Steven R. Koehler, BSc, QP, CPG #10216, the Company's Manager of Projects. A copy of the 2016 Railroad-Pinion Report is available
for review under the Company's profile on SEDAR at www.sedar.com. See Item 7 "MATERIAL MINERAL PROJECT - Railroad-Pinion
Project, Elko County, Nevada - Recommendations " below for a description of the recommended work program for the Railroad-Pinion Project
in the 2016 Railroad-Pinion Report.
Work completed by the Company at the Railroad-Pinion Project between March and August, 2014 focused on a Phase 1 confirmation drill
program at the Pinion Deposit and was the subject of the 2014 Pinion Resource Report dated October 24, 2014, a maiden NI 43-101 resource
estimate (the “ 2014 Maiden Pinion Resource ”) for the Pinion Deposit by APEX. During September to November, 2014, the Company
completed a Phase 2 drilling program at Pinion totalling 35,730 feet (10,891 m) of RC drilling in 44 holes designed to extend areas of known
shallow oxide gold mineralization along strike and at depth, and to test new targets identified by the Phase 1 program and a new 3D geologic
model.
The 2014 Phase 2 drilling program also included 5 holes totaling 6,220 feet (1,896 m) at the Bald Mountain target on the Railroad Project.
In late 2014, the Company secured additional mineral rights within the Pinion Project area including the mineral rights to the Dark Star Deposit
located approximately 2 miles (3km) east of the Pinion Deposit. A review of the historical Dark Star drilling information was completed by
Gold Standard personnel in conjunction with APEX in early 2015 leading to the delineation of a maiden NI 43-101 resource estimate (the “
2015 Maiden Dark Star Resource ”) for the Dark Star Deposit and issuance of the 2015 Dark Star Resource Report by APEX on April 17,
2015.
During 2015, the Company completed multi-phase reverse circulation (“ RC ”) drill programs totaling 46,732 feet (14,244 m) at the Pinion and
Dark Star Deposits along with 5 core holes totaling 6,115 feet (1,864 m) at Dark Star and North Bullion. Phase 1 drilling at Pinion and Dark
Star during June and July, 2015, was designed to extend areas of known shallow oxide gold mineralization along strike and at depth, and to test
new targets identified by the 2014 programs. Phase 1 involved 4,912 metres of RC drilling in 14 holes, of which 9 holes (PIN15-01 PIN15-09) for 10,970 feet (3,344 m) were completed at Pinion and 5 holes (DS15-01 - DS15-05) totaling 5,145 feet (1,568 m) were completed
at Dark Star. PIN15-02 intersected 1.38 g/t Au over 24.4 metres hole length in oxidized and altered multilithic, dissolution collapse breccia
along the west edge of the Pinion Deposit but beyond the boundary of the 2014 Maiden Pinion Resource. PIN15-03 intersected multiple gold
bearing horizons including 0.56 g/t Au over 82.3 metres hole length and 0.93 g/t Au over 6.2 metres hole length well beyond the southern limit
of the 2014 Maiden Pinion Resource.
Phase 2 drilling at Pinion, completed between September and early December 2015, was designed to test five oxide resource expansion targets
including: an offset of the intersection in PIN15-02; high potential targets along the highly prospective South Fault Zone at the west edge of the
deposit, and; the new Sentinel Contact target which is approximately 100 metres west of the Pinion Far North Zone. The Phase 2 program
totaled 19,900 feet (6,066 m) of RC drilling in 15 holes (PIN15-10 – PIN15-24), with one hole to the northwest at the Irene Target area, four
holes to test the Sentinel contact at the northern end of the Pinion Project and the remaining ten holes testing the potential for resource
expansion along the western, southern and eastern portions of the Pinion Deposit. Highlights include 0.81 g/t Au over 24.4 metres hole length
in PIN15-10, 0.82 g/t Au over 51.8 metres hole length in PIN15-21 and 0.95 g/t Au over 22.9 metres hole length in PIN15-22. All intercepts
were contained within oxidized and altered multilithic, dissolution collapse breccia, the principal Pinion Deposit host rock, and all intercepts
were obtained outside of the boundaries of the 2014 Maiden Pinion Resource.
Phase 1 drilling at Dark Star yielded gold mineralization up to 100 metres to the north of historic drilling and the 2015 Maiden Dark Star
Resource and indicates that there is potential to expand the 2015 Maiden Dark Star Resource to the north (“ Dark Star North ”).
Phase 2 RC drilling at Dark Star North yielded a high priority new oxide gold discovery in Pennsylvanian carbonate and siliciclastic rocks
approximately 500 metres north of the 2015 Maiden Dark Star Resource. The Phase 2 Dark Star drilling was completed during October and
December, 2015 and comprised 7 RC holes for a total of 10,015 feet (3,053 m), plus 1 diamond (core) drill hole for 1,402 feet (427 m).
Since acquiring and amalgamating the Railroad-Pinion Project, Gold Standard has undertaken an aggressive exploration strategy aimed at
delineating NI 43-101 compliant mineral resources at several of the pre-existing and newly discovered prospects. Maiden NI 43-101 compliant
mineral resource estimates were completed at the Pinion Deposit in September, 2014 (see 2014 Pinion Resource Report) and the Dark Star
Deposit in March, 2015 (see 2015 Dark Star Resource Report).
-13-
Based upon the results of drilling at the Pinion Project during late 2014 and throughout 2015, APEX constructed a NI 43-101 compliant
resource update for Pinion (the “ 2016 Pinion Resource ”) in early 2016 (see news release dated March 15, 2016) which includes an
“indicated” mineral resource of 31.61 million tonnes at a grade of 0.62 g/t Au totaling 630,300 ounces of gold (representing an approximate
49% increase in gold versus the 2014 Maiden Pinion Resource) and a revised “inferred” resource of 61.08 million tonnes at a grade of 0.55 g/t
Au totaling 1,081,300 ounces of gold (representing an approximate 6% increase in gold versus the 2014 Maiden Pinion Resource). The 2016
Pinion Resource also includes an update to the estimated “inferred” silver resource, which is comprised of 92.69 million tonnes at an average
grade of 4.16 g/t Ag totaling 12,401,600 ounces of silver representing a nearly 32% increase in silver versus the 2014 Maiden Pinion Resource.
See Item 7 “MATERIAL MINERAL PROJECT - Railroad-Pinion Project, Elko County, Nevada - Mineral Resource Estimates” herein for
further details regarding the Company's updated resource estimate for the Pinion Deposit.
The 2015 Maiden Dark Star Resource is located in the southeast part of the Pinion Project area, approximately 3 km (2 miles) east of the Pinion
Deposit and includes an “inferred” mineral resource of 23.11 million tonnes grading 0.51 grams per tonne (g/t) gold (Au), totaling 375,000
ounces (oz) of gold. See Item 7 “MATERIAL MINERAL PROJECT - Railroad-Pinion Project, Elko County, Nevada - Mineral Resource
Estimates ” below for further details regarding the 2015 Maiden Dark Star Resource.
The 2015 drill program at North Bullion consisted of 4 holes (1,437 metres core and 214 metres RC) designed to test west-northwest and north
extensions of the lower breccia-hosted gold zone discovered by the Company in 2012. Two of three holes at North Bullion returned significant
intercepts that expand the known gold mineralization to the northwest and confirm the west-northwest trend to the high grade lower zone at
North Bullion.
5.2
Three Year History
Due to the previously fragmented land ownership, historically, the southern portion or “fourth window” of the Carlin Trend had not been
systematically explored with modern techniques.
In 2010, the Company acquired its initial interest in the Railroad Project pursuant to a statutory plan of arrangement with JKR in which the
Company acquired all of issued and outstanding securities of JKR in exchange for like securities of the Company on a one for one basis.
Since that time, the Company has worked to consolidate, by way of location, purchase and lease, the Railroad District under its common
ownership and/or control.
In late 2011 and throughout 2012, the Company entered into a series of mining leases and surface access and use agreements with various land
holders (collectively the “ Pinion Leases ”) to acquire control over strategic sections of land adjacent to and south of the original Railroad
Project in Elko County, Nevada. In November 2012, the Company entered into a lease with option to purchase (the “ Pereira Lease ”) with
Pereira Family, LLC granting the Company exclusive right to explore, mine and develop varying percentage holdings in approximately 21,296
net mineral acres within the Pinion District, Nevada, of which approximately 2,280 net mineral acres of land is both within and contiguous to
the south of the Railroad Project in Elko County, Nevada. The Company also secured the surface and water rights on 4,467 net surface acres,
through a third party, within the Railroad and Pinion Districts critical to future exploration and development. Collectively, the Pereira Lease
and the Pinion Leases comprised the initial Pinion Project and granted the Company control over strategic sections of land located throughout
the Railroad and Pinion Districts, including control over approximately 51% of Pinion Section 27 which hosts the bulk of the Pinion Deposit.
See Item 5.4 “Mineral Properties - Railroad-Pinion Project, Elko County, Nevada - Pinion and Pereira Leases ” below.
On March 5, 2014, the Company acquired the remaining interests in the Pinion Deposit from Scorpio thus completing its consolidation of the
Railroad District and "fourth window" of the Carlin Trend under the Company's ownership and/or control. See Item 5.4 “Mineral Properties Railroad-Pinion Project, Elko County, Nevada - Acquisition of Remaining Interest in the Pinion Deposit ” below.
In December 2014, the Company entered into separate option-to-purchase agreements with Allied Nevada Gold Corp., private mineral interest
owners, and a private third party claimholder to acquire, in the aggregate, an additional 866 net hectares (2,140 net acres) at the southern end of
the Railroad-Pinion Project areas including effective ownership and control of two additional gold occurrences in close proximity to the Pinion
Deposit, being the Dark Star Deposit and Dixie prospect.
-14-
The Railroad-Pinion Project straddles the Pinon Range in the Railroad Mining District of northeastern Nevada and consists of a significant and
largely contiguous land position totaling about 30,404 gross acres (12,304 hectares) and 28,271 net acres (11,623 net hectares) of land in Elko
County, Nevada. As of March 30, 2016, the Company owns or has an option on the ownership of 16,439 gross acres (6,652 hectares) of
subsurface mineral rights in the form of patented or unpatented mineral lode (claims), and a further 13,965 gross acres (5,651 hectares) of
subsurface mineral rights secured or controlled by a contractual interest in private surface and mineral property in the form of various surface
use agreements and mining/mineral leases. The private land ownership ranges from 49.2% to 100% yielding a net interest of 12,666 acres
(5,126 hectares) of subsurface mineral rights for the private lands within the Railroad-Pinion Project. The Company is pursuing the minority
interest in the key private land parcels where it holds less than a 100% interest.
Patented claims, private surface and private mineral property are wholly owned/controlled and subject to lease agreement payments and
property taxes (due annually) as determined by the County. The estimated holding cost for the patented claims and private lands controlled by
Gold Standard is US$681,511 per annum. Unpatented lode mining claims grant the mineral rights and access to the surface for exploration
activities which cause insignificant surface disturbance. The mineral right is maintained by paying a maintenance fee of US$155 per claim to
the BLM on or before August 31 every year. A notice of intent to hold must also be filed with the Elko County Recorder on or before
November 1 every year along with a filing fee of US$10.50 per claim plus a US$4.00 fee document charge. The 2015 filing is complete. Gold
Standard’s estimated maintenance cost for their current package of unpatented lode claims is US$182,090 per annum.
Since 2010, the Company has explored the Railroad-Pinion Project for Carlin-style gold mineralization through the execution of an aggressive
and on-going, geologic model-driven exploration program that includes geological mapping, geochemical and geophysical surveys and drilling.
This work has confirmed and expanded previously identified zones of mineralization and has resulted in the discovery of several new zones
and styles of mineralization. Currently, the Railroad-Pinion Project includes a variety of mineralization types: 1) classic
Carlin-style disseminated gold in carbonate dissolution collapse breccia at the contact between Devonian carbonates and Mississippian
siliciclastics at the Pinion and North Bullion Deposits; 2) Carlin-style disseminated gold in silicified Pennsylvanian siliciclastic and carbonate
rocks at the Dark Star Deposit; 3) stacked, tabular oxide gold and copper zones in quartz hornfels breccia at the Bald Mountain Target; and 4)
skarn-hosted silver, copper, lead and zinc mineralization at the Sylvania (formerly Central Bullion) Target.
From mid-2012 to early 2014, the Company drilled 65 holes in the Railroad Project for a total of 34,772 metres (114,082 ft); completed 46.4
line kilometers (28.8 line miles) of CSAMT surveys; collected 578 gravity readings; collected 2,295 rock geochemical samples; and completed
the acquisition of additional lands. Geological mapping, data compilation and interpretation along with other geological activities are in
progress.
In 2015, the Company drilled 4 holes at North Bullion totaling 1,437 metres core and 214 metres RC designed to test west-northwest and north
extensions of the lower breccia-hosted gold zone discovered by the Company in 2012.
Sixteen target areas within the Railroad Project have been identified by the Company for additional exploration. The targets are focused on
gold, but also include silver, copper, lead and zinc. To date, nine of these targets have been drilled tested by the Company and significant gold,
silver and base metal mineralization has been intersected in holes from a variety of target areas on the Railroad Project. Drill results have
confirmed and expanded a significant Carlin-style, disseminated gold system at the North Bullion Target, and identified new mineralized zones
at the Bald Mountain and Sylvania (Central Bullion) Targets. In addition, two prospects identified by historic work on the Pinion Project area
comprising the Pinion and Dark Star Deposits have been drilled tested by the Company.
-15-
Work completed by the Company at the Railroad-Pinion Project between March and September, 2014 was focused on the Pinion Deposit and
included a compilation and validation program of the Pinion Deposit drill database followed by a 13 hole Phase 1 confirmation drill program (9
RC and 4 core holes) intended to support the ongoing geological modeling and database validation work in order to allow for an initial mineral
resource estimate for the Pinion Deposit. Based upon the compilation and modelling along with the Phase 1 drilling, a maiden NI 43-101
compliant mineral resource estimate was constructed for the Pinion Deposit by APEX in the fall of 2014. Details of the maiden resource
estimate are provided in the 2014 Pinion Resource Report which included an "indicated" mineral resource of 20.84 million tonnes at 0.63 g/t
Au for a total of 423,000 ounces of gold and an additional "inferred" mineral resource of 55.93 million tonnes at 0.57 g/t Au for 1.022 million
ounces of gold. The 2014 Pinion Resource Report also contained an "inferred" mineral resource for silver consisting of 76.77 million tonnes at
3.82 g/t Ag for 9.43 million ounces of silver. All mineral resources were reported within an optimized pit shell using US$1,250/ounce for gold
and US$21.50/ounce for silver and a lower cut-off grade of 0.14 g/t Au. See Item 7 “MATERIAL MINERAL PROJECT - Railroad-Pinion
Project, Elko County, Nevada - Mineral Resource Estimates ” below for further details regarding the 2014 Maiden Pinion Resource. The 2014
Maiden Pinion Resource for gold and silver is superseded in its entirety by the 2016 Pinion Resource estimate noted below.
Between September and November, 2014, the Company completed a Phase 2 drill program consisting of an additional 44 reverse circulation
holes totaling approximately 35,730 feet (10,891 m) in and about the Pinion Deposit at a cost of approximately US$1,340,088 (C$1,510,145)
designed to extend areas of known shallow oxide gold mineralization along strike and at depth and to test new targets identified by the 2014
Phase 1 work program and a new 3D geologic model. All 44 holes intersected multilithic collapse breccia with 38 of the 44 holes returning
significant gold intercepts of at least 0.3 parts per million (ppm) or grams per tonne (g/t) or 0.009 ounces per ton (oz/st) gold (Au) over at least
6.1 metres (20 ft).
The remainder of the 2014 drilling comprised 5 vertical RC holes totaling 6,220 feet (1,896 m) at the Bald Mountain target on the Railroad
Project designed to expand the limits of known oxide copper-gold-silver-zinc mineralization hosted in multilithic collapse breccia at the top of
the Devils Gate Limestone. All five holes intersected the multilithic, dissolution collapse breccia host and the plan extent of the breccia was
expanded in all directions. The stratigraphic position, thickness (35 to 120 metres) and the lateral continuity of the Bald Mountain breccia unit
is considered significant as this pattern is consistent with the gold-bearing breccia host at the Pinion Deposit and North Bullion prospect.
In December 2014, the Company entered into separate option-to-purchase agreements to acquire, in the aggregate, an additional 866 net
hectares (2,140 net acres) at the southern end of the Railroad-Pinion Project areas including effective ownership and control of two additional
gold occurrences in close proximity to the Pinion Deposit, being Dark Star Deposit and Dixie prospect. The total cost of these acquisitions was
less than US$163,000 in the first year and is about US$65,000 annually thereafter. See Item 5.3.1 “Significant Acquisitions and Dispositions Significant Acquisitions - Dark Star and Dixie Prospects ”.
A review of the historical Dark Star drilling information was completed by Gold Standard personnel in conjunction with APEX in early 2015,
which review confirmed that the existing Dark Star drilling data was of sufficient quantity and quality to warrant a formal resource estimation
effort for the Dark Star Deposit. APEX was retained to complete geological modeling and resource estimation for the Dark Star Deposit and a
maiden “inferred” resource estimate of 23.11 million tonnes grading 0.51 grams per tonne (g/t) gold (Au), totaling 375,000 ounces (oz) of gold,
using a cut-off grade of 0.14 g/t Au, was completed based on the results of 105 RC drill holes from multiple historical drilling campaigns
conducted by other companies from 1991 to 1999 and is the subject of the 2015 Dark Star Resource Report dated April 17, 2015. Inferred
mineral resources are not mineral reserves and do not have demonstrated economic viability. There has been insufficient exploration to define
the inferred resources as an indicated or measured mineral resource, however, it is reasonably expected that the majority of the inferred mineral
resources could be upgraded to indicated mineral resources with continued exploration. See Item 7 “MATERIAL MINERAL PROJECT Railroad-Pinion Project, Elko County, Nevada - Mineral Resource Estimates ” below for further details regarding the Company's maiden
resource estimate for the Dark Star Deposit.
During 2015, the Company completed multi-phase RC drill programs totaling 46,732 feet (14,244 m) at the Pinion and Dark Star Deposits
along with 5 core holes totaling 6,115 feet (1,864 m) at Dark Star and North Bullion. Phase 1 drilling at Pinion and Dark Star during June and
July, 2015, was designed to extend areas of known shallow oxide gold mineralization along strike and at depth, and to test new targets
identified by the 2014 program. Phase 1 involved 4,912 metres of RC drilling in 14 holes, of which 9 holes (PIN15-01 - PIN15-09) for 10,970
feet (3,344 m) were completed at Pinion and 5 holes (DS15-01 - DS15-05) totaling 5,145 feet (1,568 m) were completed at Dark Star.
PIN15-02 intersected 1.38 g/t Au over 24.4 metres hole length in oxidized and altered multilithic, dissolution collapse breccia along the west
edge of the Pinion Deposit but beyond the boundary of the 2014 Pinion Maiden Resource. PIN15-03 intersected multiple gold bearing horizons
including 0.56 g/t Au over 82.3 metres hole length and 0.93 g/t Au over 6.2 metres well beyond the southern limit of the 2014 Maiden Pinion
Resource.
-16-
Phase 2 drilling at Pinion, completed between September and early December, 2015, was designed to test five oxide resource expansion targets
including: an offset of the intersection in PIN15-02; high potential targets along the highly prospective South Fault Zone at the west edge of the
deposit, and; the new Sentinel Contact target which is approximately 100 metres west of the Pinion Far North Zone. The Phase 2 program
totaled 19,900 feet (6,066 m) of RC drilling in 15 holes (PIN15-10 – PIN15-24), with one hole to the northwest at the Irene Target area, four
holes to test the Sentinel contact at the northern end of the Pinion area and the remaining ten holes testing the potential for resource expansion
along the northwestern, western, southern and eastern portions of the Pinion Deposit. Highlights include 0.81 g/t Au over 24.4 metres hole
length in PIN15-10, 0.82 g/t Au over 51.8 metres hole length in PIN15-21 and 0.95 g/t Au over 22.9 metres hole length in PIN15-22. All
intercepts were contained within oxidized and altered multilithic, dissolution collapse breccia, the principal Pinion Deposit host rock, and all
intercepts were obtained outside of the boundaries of the 2014 Maiden Pinion Resource.
The Phase 1 drilling at Dark Star yielded gold mineralization up to 100 metres to the north of historic drilling and the 2015 Maiden Dark Star
Resource. DS15-03 intersected a near surface upper oxidized zone that returned 0.58 g/t Au over 32.0 metres hole length and a deeper
higher-grade sulphide-hosted zone of 1.90 g/t Au over 21.3 metres hole length which included a higher grade zone of 3.13 g/t Au over 12.2
metres hole length. The Phase 1 drilling indicates that there is potential to expand the Maiden Dark Star Resource to the north.
The Phase 2 RC drilling program at Dark Star North yielded a high priority new oxide gold discovery in Pennsylvanian calcareous siliciclastic
rocks approximately 500 meters north of the Maiden Dark Star Resource. The Phase 2 drilling at Dark Star was completed during October and
December, 2015 and comprised 7 RC holes (DS15-06 – DS15-12) for a total of 10,015 feet (3,053 m), plus 1 diamond (core) drill hole
(DS15-13) for 1,402 feet (427 m). Holes DS15-10 and 15-11 intersected a vertically extensive oxide gold zone hosted in a variably silicified
and quartz veined bioclastic conglomerate similar to the unit that hosts the 2015 Maiden Dark Star Resource. DS15-10 and
DS15-11intersected 1.38 g/t Au over 149.4 metres hole length and 1.51 g/t Au over 157.0 metre hole length, respectively. These two holes
were drilled about 60 metres apart. The Phase 2 core hole, DS15-13, was completed as a twin to RC hole DS15-11 at the newly discovered
Dark Star North oxide gold zone. Core hole DS15-13 returned multiple, significant, oxidized gold intercepts including from two separate
zones an upper zone of 1.85 g/t Au over 15.4 metres core length and a lower zone of 1.60 g/t Au over 96.96 metres core length. The lower gold
zone also yielded higher grade zones including 3.29 g/t Au over 17.98 metres core length and a second zone of 4.62 g/t Au over 6.40 metres
core length. The core hole confirmed the grades and thicknesses obtained from the RC drilling.
Since acquiring and amalgamating the Railroad-Pinion Project, Gold Standard has undertaken an aggressive exploration strategy aimed at
delineating NI 43-101 compliant mineral resources at several of the pre-existing and newly discovered prospects. Maiden mineral resource
estimates were completed at the Pinion Deposit in September, 2014 and the Dark Star Deposit in March, 2015. Based upon the results of
drilling at Pinion during late 2014 and throughout 2015, APEX constructed a resource update for Pinion in early 2016 (see news release dated
March 15, 2016) including an “indicated” mineral resource of 31.61 million tonnes at a grade of 0.62 g/t Au totaling 630,300 ounces of gold
(representing an approximate 49% increase in gold versus the 2014 Maiden Pinion Resource) and a revised “inferred” mineral resource of
61.08 million tonnes at a grade of 0.55 g/t Au totaling 1,081,300 ounces of gold (representing an approximate 6% increase in gold versus the
2014 Maiden Pinion Resource).
The 2016 Pinion Resource also includes an update to the estimated “inferred” silver resource, which is comprised of 92.69 million tonnes at an
average grade of 4.16 g/t Ag totaling 12,401,600 ounces of silver representing a nearly 32% increase in silver versus the 2014 Maiden Pinion
Resource. The silver resource is classified entirely as “inferred” and its lower cut-off is strictly based upon the gold block cut-off of 0.14 g/t. A
total of 505 drill holes guided the geological interpretation and estimation of the 2016 Pinion Resource. This total comprises 24 diamond drill
holes and 481 RC drill holes that were completed from 1981 to 2015. Similar to the 2014 Maiden Pinion Resource, the 2016 Pinion Resource
was constrained within a pit shell optimized utilizing a price of US$1,250/ounce for gold and US$21.50/ounce for silver and a lower cut-off
grade of 0.14 g/t Au.
Indicated and inferred mineral resources are not mineral reserves and do not have demonstrated economic viability. There has been insufficient
exploration to define the inferred resources as an indicated or measured mineral resource, however, it is reasonably expected that the majority
of the inferred mineral resources could be upgraded to indicated mineral resources with continued exploration. See Item 7 “MATERIAL
MINERAL PROJECT - Railroad-Pinion Project, Elko County, Nevada - Mineral Resource Estimates ”.
-17-
The 2015 drill program at North Bullion consisted of 4 holes (1,437 metres core and 214 metres RC) designed to test west-northwest and north
extensions of the lower breccia-hosted gold zone discovered by the Company in 2012. Of these four holes, three (RR11-07, RR13-13,
RR13-15) were collared but not completed in 2011 and 2013, and one hole (RR15-01) was a 2015 RC collar with an intended core tail that was
lost before testing its intended target. Two of three holes at North Bullion returned significant intercepts that expand the known gold
mineralization to the northwest. Highlight results include 3.53 g/t Au over 12.4 metres within a thicker interval of 1.68 g Au/t over 74.4 metres
core length in hole RR13-13. The gold intercepts and strong alteration in RR13-13 and RR13-15 confirm the west-northwest trend to the high
grade lower breccias zone at North Bullion.
Commencing in the spring of 2016, the Company intends to carry out the exploration program for the Railroad-Pinion Project recommended in
the 2016 Railroad-Pinion Report. The Company has budgeted approximately US$13,400,000 from the net proceeds of the 2015 and 2016
Private Placements (see “ Recent Financings” below) towards aggressively exploring and drilling the Pinion and Dark Star Deposits aimed at
expanding and improving the existing mineral resources and following up on a number of targets identified by prior exploration from 2010 to
2013 at the Railroad Project.
The 2016 Railroad-Pinion Report recommends an aggressive exploration program encompassing a total of 42,310 metres (138,800 feet) of a
combination of RC and core drilling in phased drilling campaigns at the Pinion and Dark Star Deposit areas and at a variety of other targets
across the Railroad-Pinion Project area for a total cost of US$9,113,000. Other recommended property wide activities include geological
mapping, geochemical sampling, ground geophysical surveys, further metallurgical test work along with geological modeling leading to
updated resource estimates and preliminary engineering and environmental studies culminating in a preliminary economic assessment. The
estimated cost to conduct these studies is US$3,375,000, which includes approximately US$905,000 in property maintenance payments. The
recommended drilling and other geological, geophysical, engineering and environmental studies along with a contingency of 7%, yields an
overall budget to complete the recommended work of US$13,400,000. See Item 7 "MATERIAL MINERAL PROJECT - Railroad-Pinion
Project, Elko County, Nevada – Recommendations ” for further details of the exploration program recommended in the 2016 Railroad-Pinion
Report.
The Company intends to fund the costs of the recommended exploration program from the remaining proceeds of the 2015 Private Placement
and the net proceeds of the 2016 Private Placement. See “ Recent Financings ” below.
In addition, the Company’s historical average monthly burn rate (exclusive of claim maintenance fees and taxes, property lease and/or advance
royalty payments and exploration expenditures) has been approximately $320,000. Management believes that the remaining proceeds from the
2015 Private Placement and net proceeds from the 2016 Private Placement will be sufficient to satisfy the Company’s general and
administrative and working capital requirements throughout 2016 and 2017, after which time the Company may require additional capital to
continue operations and maintain and explore its properties. If additional financing is raised by the issuance of shares from treasury of the
Company, control of the Company may change, security holders will suffer additional dilution and the price of the Company’s Common Shares
may decrease. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and
development of the Company’s Railroad-Pinion Project or even a loss of property interests. See Item 8 "RISK FACTORS".
As part of a strategic decision by the Board to focus the Company's management and financial resources on the further exploration and
development of the Railroad-Pinion Project, the Company dropped all of its non-core early stage exploration assets, being the Safford-CVN,
East Bailey and East Camp Douglas Projects, in April 2015.
As part of the shift in focus from exploration towards resource delineation and development, co-founder, director and Vice-President,
Exploration David Mathewson stepped down as a director and officer of the Company in May, 2014 and Mac Jackson, Jr., M.Sc. was
appointed Vice-President, Exploration in his place. Chief Geologist John Norby, M.Sc. also joined the Company at that time. See Item 13
“DIRECTORS AND OFFICERS”.
-18-
Recent Financings
On March 5, 2014, the Company completed a private placement of 15,188,495 units (the “ Units ”) at a price of $0.72 per Unit for gross
proceeds of $10,935,716 (the “ 2014 Private Placement ”), of which 13,858,495 Units were sold by a syndicate of agents lead by Macquarie
Capital Markets Canada Ltd. (“ Macquarie ”) and including Medalist Capital Ltd., TD Securities Inc. and National Bank Financial Inc. who
were paid an aggregate cash commission of $758,687 and reimbursement of expenses for their services in connection with the 2014 Private
Placement. An additional finder's fee of $10,800 cash was paid to a third party finder in connection with the 2014 Private Placement.
On August 19, 2014, the Company completed a short form prospectus offering of 9,850,000 Common Shares at a price of US$0.64 per share to
the public in certain provinces of Canada and the United States for gross proceeds of US$6,304,000 (the “ 2014 Public Offering ”) through a
syndicate of underwriters lead by Macquarie and including Loewen Ondaatje McCutcheon USA Limited, Tempest Capital Corp. and H.C.
Wainwright & Co., LLC. The underwriters were paid an aggregate underwriting fee of US$378,240 and reimbursement of expenses for their
services in connection with the 2014 Public Offering.
On February 3, 2015, the Company completed a further short form prospectus offering of 19,032,000 Common Shares at a price of US$0.47
per share to the public in certain provinces of Canada and the United States for gross proceeds of US$8,945,040 (the “ 2015 Public Offering ”)
through a syndicate of underwriters lead by Macquarie and including H.C. Wainwright & Co., LLC. The underwriters were paid an aggregate
underwriting fee of US$536,702.40 and reimbursement of expenses for their services in connection with the 2015 Public Offering.
On May 20, 2015, the Company completed a private placement of 24,997,661 Common Shares at a price of $0.65 per share for gross proceeds
of $16,248,480 (the “ 2015 Private Placement ”) with a wholly-owned subsidiary of OceanaGold Corporation (TSX/ASX/NZX:OCG) (“
Oceana ”). It is a term of the 2015 Private Placement that as long as Oceana owns not less than 9.9% of the issued and outstanding Common
Shares of the Company, Oceana will be entitled to:

request the formation of a technical committee of the Company consisting of at least four members with the appointment of one
representative by Oceana;

participate in any future equity financings of the Company in order to (i) maintain its then equity ownership interest in the Company;
and/or (ii) increase its equity ownership interest to a maximum of 19.9% of the then issued and outstanding common shares of the
Company (the “ Oceana Participation Right ”); and

a right of first refusal to match any third party offers regarding a tolling arrangement or a non-equity financing for the purpose of
funding the future exploration and development of any assets of the Company.
Strategic equity investment and/or finder’s fee totalling $853,045 were paid to certain arm’s length advisors and finders including Macquarie in
connection with the 2015 Private Placement.
On February 9 and 12, 2016, the Company completed a private placement of 29,931,931 Common Shares at a price of $1.00 per share for gross
proceeds of $29,931,931 (the “ 2016 Private Placement ”) with Goldcorp Inc. (TSX/NYSE:G) (“ Goldcorp ”) and Oceana. Goldcorp
purchased a total of 16,100,000 Common Shares for an aggregate purchase price of $16,100,000 and Oceana exercise its Oceana Participation
Right to increase its equity ownership interest to 19.9% by purchasing an additional 13,831,931 Common Shares for a total of $13,831,931.
It is a term of Goldcorp’s subscription agreement that as long as Goldcorp owns not less than 7.5% of the issued and outstanding Common
Shares of the Company Goldcorp shall be entitled to:

receive monthly exploration reports updating the status of the Company’s work programs on its mineral properties including, but not
limited, reasonable access to the Company’s scientific and technical data, work plans and programs, permitting information, results of
operations and technical personnel from time to time; and
-19-

participate in any future equity financings of the Company in order to:
(i)
maintain its then equity ownership interest in the Company; and/or
(ii)
increase its equity ownership interest to a maximum of 19.9% of the then issued and outstanding Common Shares of the
Company, provided that the purchase price per Common Share under such equity financing (a “ Subsequent Financing ”)
shall be equal to the volume weighted average price (“ VWAP ”) of the Common Shares on the TSXV for the 20 trading
days immediately preceding the date of the Company’s public announcement of such financing plus 4%, rounded up or
down to the nearest whole cent.
Goldcorp is subject to standstill restrictions prohibiting Goldcorp, subject to certain terminating events, from making a takeover bid or tender
offer or entering into any agreement, arrangement or understanding or submitting a proposal for, or offer of (with or without conditions) any
business combination or extraordinary transaction involving the Company or any affiliate of the Company or any of their respective securities
or assets for a period of one year from the closing of the 2016 Private Placement or, in the event of a Subsequent Financing, one year from the
closing of the Subsequent Financing.
In addition, for so long as Goldcorp beneficially owns not less than 7.5% of the issued and outstanding Common Shares of the Company (on an
undiluted basis), Goldcorp must give the Company prior written notice of its intention to sell more than one (1%) percent of the Company’s
then issued and outstanding Common Shares in any 30 day period and, upon receipt of such notice, the Company shall have five business days
to purchase or designate the purchasers of all or any part of such shares, failing which Goldcorp may thereafter sell any remaining shares for an
additional 30 days. Oceana agreed to a similar restriction with respect to any sales of its Common Shares of the Company exceeding more than
one (1%) percent of the Company’s then issued and outstanding Common Shares in any 30 day period in conjunction with its exercise of the
Oceana Participation Right under the 2016 Private Placement.
Strategic equity investment and/or finder’s fee totalling $1,335,597 were paid to certain arm’s length advisors and finders including Macquarie
in connection with the 2016 Private Placement.
During February and the first half of March, 2016, the Company issued an additional 7,468,804 Common Shares at a price of $1.00 per share
for gross proceeds of $7,468,804 pursuant to the exercise of share purchase warrants and 795,000 Common Shares at a weighted average price
of $0.70 per share for gross proceeds of $558,850 upon the exercise of stock options. As of the date of this AIF, there are 10,628,000 stock
options to purchase up to an aggregate of 10,628,000 Common Shares at a weighted average exercise price of $0.83 per share expiring from
April 5, 2016 to November 27, 2020 and no warrants outstanding.
U.S. Registration
Effective September 26, 2011 the Company filed a 20-F registration statement with the SEC and became a United States reporting issuer. The
registration statement registers the Company’s Common Shares under the United States Securities Exchange Act of 1934 (the “ U.S. Exchange
Act ”) and requires the Company to file disclosure reports with the SEC to provide information to public investors in the United States (in
addition to the Company’s continuous disclosure obligations in Canada).
Listing on the NYSE MKT
Effective June 12, 2012, the Common Shares began trading on the NYSE-MKT under the symbol “GSV”.
-20-
5.3
5.3.1
Significant Acquisitions and Dispositions
Significant Acquisitions
Pinion Deposit
On March 5, 2014, the Company acquired the remaining interests in the Pinion Deposit and certain additional lands (collectively the " Scorpio
Pinion Interests ") from Scorpio effectively completing the Company's consolidation of the Railroad District and "fourth window" of the
Carlin Trend under its ownership and/or control. In consideration for the Scorpio Pinion Interests, the Company paid Scorpio an upfront
purchase price of $6,000,000 cash, 5,500,000 Common Shares of the Company and a one year promissory note in the principal amount of
$2,500,000 bearing interest at 3% (the " Scorpio Note "). The Company paid the Scorpio Note to Scorpio in full on or about March 4, 2015
from the net proceeds of the 2015 Public Offering. See Item 5.4 "Mineral Properties - Railroad-Pinion Project, Elko County, Nevada Acquisition of Remaining Interest in the Pinion Deposit " below.
As further consideration for the Scorpio Pinion Interests, the Company issued an additional 1,250,000 Common Shares to Scorpio on
November 3, 2014 following its receipt of the 2014 Pinion Resource Report confirming an initial resource estimate for the Pinion Deposit in
excess of 1,000,000 ounces of gold. See Item 7 "MATERIAL MINERAL PROJECT - Railroad-Pinion Project, Elko County, Nevada Mineral Resource Estimates " below.
Dark Star and Dixie Prospects
In December 2014, the Company entered into separate option-to-purchase agreements with Allied Nevada Gold Corp., private mineral interest
owners, and a private third party claimholder to acquire, in the aggregate, an additional 866 net hectares (2,140 net acres) at the southern end of
the Railroad-Pinion Project areas including effective ownership and control of two additional gold occurrences in close proximity to the Pinion
Deposit, being Dark Star Deposit and Dixie prospect. The total cost of these acquisitions was less than US$163,000 in the first year and is
about US$65,000 annually thereafter.
On April 17, 2015, the Company SEDAR filed the 2015 Dark Star Resource Report including a maiden NI 43-101 “inferred” mineral resource
estimate for the Dark Star Deposit of 23.11 million tonnes grading 0.51 g/t Au, totaling 375,000 ounces (oz) of gold, using a cut-off grade of
0.14 g/t Au. See Item 7 "MATERIAL MINERAL PROJECT - Railroad-Pinion Project, Elko County, Nevada - Mineral Resource Estimates "
below for further details regarding the Company's maiden resource estimate for the Dark Star Deposit.
5.3.2
Dispositions
As part of a strategic decision by the Board to focus the Company’s management and financial resources on the further exploration and
development of the Railroad-Pinion Project, the Company abandoned its interests in and terminated all underlying leases to its non-core early
stage exploration assets, being the Safford-CVN, East Bailey and East Camp Douglas Projects, in April 2015. As a result thereof, the Company
wrote off its remaining interests in the Safford-CVN and East Bailey Projects totaling $370,019 and the East Camp Douglas Project totaling
$533,063 in the fiscal year ended December 31, 2015.
Save and except as aforesaid, no significant acquisitions or dispositions have been completed by the Company since the commencement of its
financial year ended December 31, 2015 for which disclosure is required under Part 8 Business Acquisition Report of National Instrument
51-102 Continuous Disclosure Obligations adopted by the Canadian Securities Administrators.
5.4
Mineral Property
As of the date of this AIF, the Railroad-Pinion Project in Elko County, Nevada is the Company’s only material mineral resource property.
-21-
Railroad-Pinion Project, Elko County, Nevada
The Company controls, indirectly through GSV US and subject to underlying royalties, a significant and largely contiguous land position of
about 30,404 gross acres (12,304 gross hectares) and 28,271 net acres (11,623 net hectares) approximately 29 miles west of Elko, Nevada
referred to as the Railroad-Pinion Project.
As of March 30, 2016, the Company owns or has an option on the ownership of 16,439 gross acres (6,652 gross hectares) of subsurface
mineral rights in the form of patented or unpatented lode (claims), and a further 13,965 gross acres (5,651 gross hectares) of subsurface
mineral rights secured or controlled by a contractual interest in private surface and mineral property. The private land ownership ranges from
49.2% to 100% yielding a net position of 12,666 acres (5,126 hectares) of subsurface mineral rights for the private lands within the
Railroad-Pinion Project. The Company is pursuing the minority interest in the key private land parcels where it holds less than a 100%
interest. The subsurface mineral rights for the private lands are held under various surface use agreements and mineral leases. See Item 7
“MATERIAL MINERAL PROJECT – Railroad-Pinion Project, Elko County, Nevada ” below.
The Company acquired control of an initial 480 unpatented lode mining claims and 25 patented lode claims covering approximately 9,064
acres (14.2 square miles) of the Railroad Project (the " Original Railroad Claims ") in July 2010 pursuant to a statutory plan of arrangement
with JKR. See Item 4.2 " Inter-corporate Relationships " above. JKR had previously acquired the Original Railroad Claims on an arm’s
length basis in November, 2009 from JMD in exchange for 650,000 common shares of JKR (which JKR shares were subsequently exchanged,
on a one for one basis, for 650,000 Common Shares of the Company pursuant to such arrangement) and cash and interest payments totalling
US$2,965,000 and $90,109, respectively, to various arm’s length parties in satisfaction of outstanding indebtedness incurred by JMD in
connection with its acquisition of the claims.
At that time, the Railroad District was characterized by fragmented land ownership. During the next four years the Company focused its
efforts on, inter alia, acquiring, by way of location, purchase and lease, the various ownership interests in the Railroad District with a view to
consolidating the Railroad District under its single ownership/control. See “ Minerals Lease and Agreement with Newmont Mining
Corporation ”, " Pinion and Pereira Leases " and "Acquisition of Remaining Interest in the Pinion Deposit" below.
Portions of the patented, unpatented and private lands are encumbered with royalties predominantly in the form of standard Net (or Gross)
Smelter Return (NSR or GSR) agreements or Net Profit Interest (NPI) agreements. See Item 7 "MATERIAL MINERAL PROJECT Railroad-Pinion Project, Elko County, Nevada - Royalties and Agreements " for a discussion of the currently active NSR and NPI
encumbrances for the Railroad–Pinion Project.
At present, the Company controls sufficient ground and has sufficient permitting to access the Railroad-Pinion Project and continue future
exploration programs. See Item 7 “MATERIAL MINERAL PROJECT - Railroad-Pinion Project, Elko County, Nevada - Environmental
Liabilities and Permits ”. As of the date of this AIF, the Company is not aware of any significant factors or risks which will limit its right or
ability to perform work on the Railroad-Pinion Project.
Minerals Lease and Agreement with Newmont Mining Corporation
On April 5, 2011, the Company entered into a “Minerals Lease and Agreement” to lease four sections of land totalling 2,560 acres (the “
Newmont Lease ”) from Newmont USA Limited, a Delaware corporation doing business in Nevada as Newmont Mining Corporation (“
Newmont ”). Two of the four sections are staked public lands which carry no underlying royalty. The other two sections are private surface
and minerals lands subject to an underlying 5% NSR. The Newmont Lease, which forms part of the Railroad-Pinion Project, lies between the
Rain mining district to the north and the Railroad district controlled by the Company. The Company’s North Bullion fault target is
immediately south and east of the east flank of the Newmont Lease. See Item 7 “MATERIAL MINERAL PROJECT – Railroad-Pinion
Project, Elko County, Nevada - Mineralization - North Bullion ” below. Under the terms of the Newmont Lease, the Company is subject to
escalating yearly work commitments in the aggregate amount of US$2.5 million over a period of six years, of which approximately US$1.7
million has been incurred to December 31, 2015.
-22-
Newmont has a first back-in right exercisable on or before delivery of a positive feasibility study, enabling Newmont to earn a 51% interest in
the Newmont Lease by incurring expenditures totalling 150% of the Company’s expenditures. If Newmont fails to exercise its first back-in
right, it will deed the claims and assign the leases on the fee lands to the Company in exchange for a royalty deed conveying a 3% NSR on the
claims and a 1% NSR on the fee lands to Newmont. Any royalty payable to Newmont would be net of any underlying royalties, subject to a
minimum 1% NSR. If Newmont exercises its first back-in right, it will be entitled to a second back-in right to earn an additional 19% interest in
the Newmont Lease (70% in total) by expending an additional 100% of the Company’s expenditures. Upon completion of the second back-in
right, the Company will enter into a joint venture with Newmont for further exploration and development of the Newmont Lease on the basis of
a 70% interest to Newmont and 30% interest to the Company.
Pinion and Pereira Leases
Commencing in late 2011 and throughout 2012, the Company entered into the Pinion Leases with various land holders encompassing key
sections of mineral rights and lands in Elko County, Nevada adjacent to and south of the Original Railroad Claims in the Railroad and Pinion
Districts of Nevada.
Generally speaking, the Pinion Leases grant the Company the exclusive right to explore, mine and develop the underlying claims for a
minimum of 10 years by making the required annual lease payments and/or minimum advance royalty payments, with the right to extend the
term of the lease for an additional term of 10 years or, in some cases, indefinitely if the Company is conducting commercial mining operations
on the claims. In certain cases, the Company has the right to purchase, subject to certain royalties, the underlying claims outright upon
payment of a lump sum amount exercisable prior to the commencement of commercial production.
In November 2012, the Company entered into the Pereira Lease with Pereira Family, LLC (“ Pereira ”) granting the Company exclusive right
to explore, mine and develop varying percentage holdings in approximately 21,296 net mineral acres within the Pinion District, Nevada, of
which approximately 2,280 net mineral acres of land is both within and contiguous to the south of the Railroad Project in Elko County,
Nevada. The Company also secured the surface and water rights on 4,467 net surface acres, through a third party, within the Railroad and
Pinion Districts critical to future exploration and development.
The Pereira Lease is for an initial term of 12 years and is subject to an initial cash payment of US$1,000,000 (paid), of which 70% is creditable
against the Purchase Option (as hereinafter defined), and annual lease payments of US$175,000 per year, subject to yearly increases of 5%. The
Pereira Lease is also subject to annual exploration expenditures of US$500,000 in the first year, US$750,000 in the second year and
US$1,000,000 in each year thereafter until commercial mining commences on the property. Provided that it is not in default, the Company
shall have the right to extend the Pereira Lease for a further term of 10 years (the “ Additional Term ”) upon payment to Pereira of an
extension fee of US$1,000,000 and annual lease payments of US$500,000 during each year of the Additional Term, subject to yearly increases
of 5%. The Pereira Lease is also subject to a production royalty (the “ Pereira Royalty ”) equal to 5% NSR in favour of Pereira, subject to the
Company’s right to buy-down up to 3% of the 5% NSR for a cash payment equal to US$3,500,000 during years 1 to 6 of the Pereira Lease and
US$7,000,000 during years 7 to 12 of the Pereira Lease. Prior to commencement of commercial production and provided that it is not in
default, the Company shall have the right and option to purchase the property (the “ Purchase Option ”) from Pereira for a purchase price of
US$25,000,000, subject to a remaining 2% NRS in favour of Pereira. If the Company exercises the Purchase Option, 70% of all annual cash
lease payments previously paid to Pereira by the Company shall be credited against the Pereira Royalty. The Company has the right to
terminate the Pereira Lease, at any time after the third anniversary, upon payment to Pereira of a cash amount equal to the following two years’
lease payments.
The Pereira Lease, together with the Pinion Leases, grant the Company control over strategic sections located throughout the Railroad and
Pinion Districts, including control over approximately 51% of Pinion Section 27 which contains the bulk of the Pinion Deposit.
-23-
Acquisition of Remaining Interest in the Pinion Deposit
On March 5, 2014, the Company acquired all of the right, title and interest of Scorpio in and to (i) certain unpatented mining claims and control
over certain fee lands and/or mineral interests in the Pinion Mining District in Elko County, Nevada contiguous to the south of the Company's
Railroad Project, being the Scorpio Pinion Interests, and (ii) two leases in Section 33 of Township 31, North, Range 53 East, MDM, Elko
County, Nevada within the boundaries of the Company's Railroad Project, in consideration for an upfront purchase price of $6,000,000 cash,
5,500,000 Common Shares of the Company and the Scorpio Note in the principal amount of $2,500,000 bearing interest at the rate of 3% per
annum. The Scorpio Note was paid in full by the Company on or before March 4, 2015 from the net proceeds of the 2015 Public Offering.
In addition to the foregoing, the Company agreed to issue Scorpio an additional 1,250,000 Common Shares at such time as the Company
obtained a NI 43-101 compliant technical report on the Pinion Project delineating a resource of not less than 1,000,000 ounces of gold. These
Common Shares were issued to Scorpio on November 3, 2014 following the Company's receipt of the 2014 Pinion Resource Report confirming
a maiden resource estimate of 20.84 million tonnes at 0.63 g/t Au for a total of 423,000 ounces of gold (indicated) and 55.93 million tonnes at
0.57 g/t Au for 1.022 million ounces of gold (inferred) for the Pinion Deposit. See Item 7 "MATERIAL MINERAL PROJECT Railroad-Pinion Project, Elko County, Nevada - Mineral Resource Estimates " below.
It is a further term of the Scorpio transaction that, for as long as the Company continues to own an interest in the Scorpio Pinion Interests, if the
Company sells, transfers or otherwise disposes, directly or indirectly, all or a significant portion of its issued shares, assets or business, whether
by way of merger, business combination, take-over, amalgamation, plan of arrangement, option, joint venture or sale agreement, or similar
transaction (a " Sale Transaction "), the Company shall pay Scorpio a one-time cash payment of $1.5 million if the aggregate value of the Sale
Transaction exceeds $100 million, $2.0 million if the Sale Transaction equal or exceeds $200 million or $3 million if the Sale Transaction
equals or exceeds $300 million.
Concurrent with the acquisition of the Scorpio Pinion Interests, Scorpio entered into an orderly sale agreement (the " Orderly Sale Agreement
") with the Company whereby Scorpio must provide the Company with 10 business days' advance notice of its proposed sale of any Common
Shares of the Company during which period the Company shall have the right to purchase or designate the purchaser(s) who will purchase all
or any part of such shares, failing which Scorpio will be entitled to sell such shares without further notice to the Company for an additional 10
business days.
As part of its acquisition of the Scorpio Pinion Interests, the Company has also assumed additional ongoing lease payments of approximately
US$48,317 per annum in 2015 and escalating to US$49,090 in year 2017 and thereafter.
The acquisition of the Pinion and Pereira Leases and the Scorpio Pinion Interests constituted a strategic acquisition for the purpose of
developing new target opportunities for the Company and grant the Company control over certain key sections within the Railroad and Pinion
Districts including approximately 640 acres of the Pinion Deposit.
Dark Star and Dixie Prospects
In December 2014, the Company entered into separate option-to-purchase agreements with Allied Nevada Gold Corp. (“ Allied ”), private
mineral interest owners, and a private third party claimholder to acquire, in the aggregate, an additional 866 net hectares (2,140 net acres) at the
southern end of the Railroad-Pinion Project areas including effective ownership and control of two additional gold occurrences in close
proximity to the Pinion Deposit, being Dark Star Deposit and Dixie prospect. The Allied agreement area includes 100% control of the Dixie
Prospect and the third party claims agreement fills two small gaps in Sections 24 and 26 which were not previously controlled by the
Company. Various lease amendments also increase the Company’s mineral interest control in Sections 23 and 25, strategically important
sections containing the Dark Star Deposit, from 50% to approximately 98.49%. The total cost of these acquisitions was less than US$163,000
in the first year and is about US$65,000 annually thereafter.
The scientific and technical content and interpretations contained in this Item 5 "GENERAL DEVELOPMENT OF THE BUSINESS" have
been reviewed and approved by Steven R. Koehler, Gold Standard’s Manager of Projects, BSc. Geology, CPG-10216, and a "qualified person"
as defined by NI 43-101.
-24-
ITEM 6: DESCRIPTION OF THE BUSINESS
6.1
General
Summary
The Company is a mineral exploration company engaged, indirectly through its subsidiaries, in the acquisition and exploration of mineral
properties in Nevada, U.S.A. The Company is in the exploration stage as none of its properties are currently in production.
Specialized Skill and Knowledge
Management is comprised of a team of individuals who have extensive expertise and experience in the mineral exploration industry and
exploration finance and are complemented by an experienced board of directors. See ITEM 13 “DIRECTORS AND OFFICERS”.
Competitive Conditions
The Company competes with other mineral exploration and mining companies for mineral properties, joint venture partners, equipment and
supplies, qualified personnel and exploration and development capital. See ITEM 8 “RISK FACTORS – The Company’s competition is
intense in all phases of its business” below.
Environmental Protection
The current and future operations of the Company, including development activities on its Railroad-Pinion Project or areas in which it has an
interest, are subject to laws and regulations governing exploration, development, tenure, production, taxes, labour standard, occupational
health, wastes disposal, greenhouse gas emissions, protection and remediation of environment, reclamation, mine safety, toxic substances and
other matters. Compliance with such laws and regulations increases the costs of and delays planning, designing, drilling and developing the
Company’s properties. The Company attempts to diligently apply technically proven and economically feasible measures to advance
protection of the environment throughout the exploration and development process. Current costs associated with compliance are considered to
be normal.
Employees and Consultants
The Company maintains a head office in Vancouver, B.C. and a branch office in Elko County, Nevada.
As of March 30, 2016, the Company engaged the full time services of 5 geologists, 1 office administrator, and 1 corporate lawyer based in the
Company’s Nevada office (December 31, 2015 - 5 geologists, 1 office administrator, and 1 corporate lawyer) and 6 persons at its Vancouver
head office (December 31, 2015 – 6 persons). As operations require, the Company also retains geologists, engineers, and other consultants on
a short term or per diem basis in Vancouver and Nevada and in the field at its Railroad-Pinion Project. Save and except as disclosed elsewhere
in this AIF, the Company has not experienced, and does not expect to experience, significant difficulty in attracting and retaining qualified
personnel.
Foreign Operations
The Company’s Railroad-Pinion Project is located in Nevada and the Company maintains a branch office in Elko County, Nevada.
Reorganizations
The Company has not completed any reorganization within the three year period preceding the date of this AIF.
-25-
ITEM 7: MATERIAL MINERAL PROJECT
Railroad-Pinion Project, Elko County, Nevada
The Company’s material mineral project is the Railroad-Pinion Project located in Elko County, Nevada. The following scientific and technical
disclosure regarding the Railroad-Pinion Project has been extracted or derived from information contained in the 2016 Railroad-Pinion Report,
except where otherwise noted. In addition, all figures and tables included under this Item 7 “MATERIAL MINERAL PROJECT” have been
extracted from the 2016 Railroad-Pinion Report. A complete copy of the 2016 Railroad-Pinion Report is available for review under the
Company's profile on SEDAR at www.sedar.com.
Property Description and Location
The Railroad–Pinion Project straddles the Piñon Range in the Railroad Mining District at the southeast end of the Carlin Trend, a
northwest-southeast trending belt of gold mines and deposits in northern Nevada. The Company has effective control of the mineral rights for
30,404 gross acres (12,304 hectares) and 28,721 net acres (11,623 net hectares) of land in Elko County, Nevada as shown in Figure 4.1 below.
As of March 30, 2016, Gold Standard owns or has an option on the ownership of a total of 16,439 gross acres (6,652 gross hectares) of
subsurface mineral rights in the form of patented and unpatented mineral lodes (claims) and 13,965 gross acres (5,651 gross hectares) of
subsurface mineral rights secured or controlled by a contractual interest in private surface and mineral property held via various surface use
agreements and mining/mineral lease agreements. Gold Standard holds an interest in the subsurface mineral rights for the private lands that
ranges from 49.2% to 100% as shown in Figure 4.1. Gold Standard’s total net interest in the subsurface mineral rights for the private lands
totals 12,666 acres (5,126 hectares) including fee mineral and patented lode mineral claims. The Company is pursuing the minority interest for
a number of parcels where it holds less than a 100% interest.
Patented claims, private surface and private mineral property are wholly owned and subject to lease agreement payments and property taxes
(due annually) as determined by the County. The estimated holding cost for the patented claims and private lands controlled by Gold Standard
is US$681,511 per annum. Unpatented lode mining claims grant the mineral rights and access to the surface for exploration activities which
cause insignificant surface disturbance. The mineral right is maintained by paying a maintenance fee of US$155 per claim to the BLM on or
before August 31 every year. A notice of intent to hold must also be filed with the Elko County Recorder on or before November 1 every year
along with a filing fee of US$10.50 per claim plus a US$4.00 fee document charge. The 2015 filing is complete. Gold Standard’s estimated
maintenance cost for their current package of unpatented lode claims for 2016 and beyond is US$182,090 per annum.
Gold Standard controls sufficient ground and has sufficient permitting to access the project and continue future exploration programs. See
“Environmental Liabilities and Permitting” below. As of the effective date of the 2016 Railroad-Pinion Report no significant factors or risks
were found which would limit the Company's right or ability to perform work on the Railroad-Pinion Project.
Royalties and Agreements
Portions of the patented, unpatented and private lands of the Railroad-Pinion Project are encumbered with royalties predominantly in the form
of standard Net (or Gross) Smelter Return (NSR or GSR) agreements or Net Profit Interest (NPI) agreements. A summary of the currently
active NSR and NPI encumbrances for the Railroad – Pinion Project are provided on Figures 4.2 and 4.3 below.
Gold Standard holds its subsurface mineral interests subject to certain production royalties, with various buy down provisions as follows:



1% NSR to Royal Standard Minerals, Inc. and Manhattan Mining Co. on the portion of the Railroad Project acquired pursuant to the
statutory plan of arrangement with JKR.
1½% Mineral Production Royalty to Kennecott Holdings Corporation on claims noted as the Selco Group.
5% NSR to the owners of the undivided private mineral interests.
-26-





Gold Standard owns an approximate 99.2% mineral interest in Sections 21 and 27 by way of several lease agreements. Pursuant to
the terms of the relevant lease agreements, Sections 21 and 27 are subject to a five-percent (5%) NSR owed to the lessors of the
leased property.
Section 22 is comprised of the TC 1 through 39, and TC 37R and 38R unpatented lode mining claims owned by Gold Standard. The
TC claims are subject to the following royalties: (1) an unknown/unspecified NSR owed to "GSI, Inc., of Virginia"; and (2) a
two-percent (2%) NSR owed to Waterton Global Value LP.
1% NSR to Aladdin Sweepstake Consolidated Mining Company on the portion of the Railroad Project acquired pursuant to the
statutory plan of arrangement with JKR, specifically the PIN#1 to PIN#12 lode mining claims.
4% NSR to Allied Nevada for mining claims recently acquired by Gold Standard in Sections 34 and 36, Township 30N, Range 53E,
and Sections 2 and 4, Township 29, Range 53E.
3% NSR to Peter Maciulaitis for certain mining claims in Sections 24 and 26, Township 30N, Range 53E.
There is no current mineral production on the Railroad-Pinion Project.
[remainder of page left blank intentionally]
-27-
Figure 4.1: Property Map for the Railroad-Pinion Project.
-28-
Figure 4.2 : Property Map Summarizing the Railroad – Pinion Net Smelter Royalty Encumbrances.
-29-
Figure 4.3 : Property Map Summarizing the Railroad – Pinion Net Profit Royalty Encumbrances.
-30-
Environmental Liabilities and Permits
The following section discusses land use permitting and other regulatory information specific to the Railroad Project.

Railroad Plan of Operations
The Company holds a Plan of Operations (“ POO ”) approved by the BLM covering 3,169 acres (2,620 acres of public land and 549 acres of
private land; a total of 1,282 ha with 1,060 ha of public land and 222 ha of private land) of the Railroad Project within which
exploration-related disturbance and reclamation bonding can be conducted in two phases of up to 50 acres in phase I and an additional 150
acres in phase II. The Company has posted a reclamation bond of $211,685.
The Company also holds a POO for the Pinion Project allowing up to 17.16 acres of disturbance located in portions of sections 22 and 27,
Township 30N, Range 53E, which provides access to multiple key exploration targets that the Company intends to pursue within the Pinion
Project in the next several years. The Company has posted a reclamation bond of $90,849.

Notice Level
The Company had an approved BLM Notice for the Railroad Project with a total planned disturbance of approximately 1.73 acres within the
North Bullion target and the north to northeast extension of the Bullion Fault Corridor. This notice recently expired and the Company has
applied for a new BLM Notice. Additional exploration in other outlying targets, including some in the Pinion Project, can also be addressed
under separate Notice Level applications with lead times ranging from two to four weeks required to complete the applications and for the
BLM to grant approval.
The Company currently has an approved BLM Notice for the Dark Star project with a total allowable disturbance of 4.72 acres. A financial
bond of $25,955 has been approved and posted.
The Company currently has an approved BLM Notice for the Irene Project with a total allowable disturbance of 3.01 acres. A financial bond of
$30,482 has been approved but not yet posted.

Private Land Disturbance
The Company obtained a reclamation permit for the Railroad Project area from the State of Nevada for disturbance greater than five (5) acres
on private land allowing for up to thirty nine (39) acres of surface disturbance. The reclamation bond for US$39,388.00 has not yet been posted
as of the date of this AIF.
The Company is currently operating under an interim reclamation permit for the Pinion Project area issued by the State of Nevada for
disturbance greater than five (5) acres on private land that allows up to eleven (11) acres of surface disturbance. The permit covers portions of
sections 21 and 27 (not included in the Pinion POO), Township 30N, Range 53E. The Company is in the process of applying for a permanent
reclamation permit.
The Company is permitted to operate on Section 25, Township 30N, Range 53E at Dark Star provided that it keeps the total disturbance to less
than 5 acres at any given time.

Water Pollution Control Permit
The Company has received a water pollution control permit for the North Bullion project that includes Pinion. The permit has a five year
duration.
Accessibility, Climate, Local Resources, Infrastructure and Physiology
-31-

Accessibility
The Railroad–Pinion Project is located in north-central Nevada approximately 275 road miles (442 km) west of Salt Lake City, Utah, and 290
road miles (467 km) east of Reno, Nevada. The project is located between 8 and 18 miles (13 and 29 km) south of Interstate 80, which is a four
lane, east-west, transcontinental highway that serves as the primary highway in northern Nevada.
Primary access to the Railroad-Pinion Project area is by a series of paved and gravel roads from Elko, Nevada (population 18,300). The project
can be reached by travelling westbound from Elko for 20 miles (32 km) on Interstate 80 to the town of Carlin (population 2,400), and then
south on State Highway 278 for 15 miles (24 km). At Ferdelford Canyon an all-weather, 15 mile-long (24 km) gravel road leads east to the
Railroad Project. The Pinion Project area is similarly accessed east from Highway 278 along a gravel road located immediately north of Trout
Creek. Alternatively, the Railroad-Pinion Project area may be reached during the summer and autumn months by traveling 30 miles (48 km)
southwestward from Elko, Nevada on the Bullion Road, a dirt/gravel road.
At both the Railroad and Pinion Projects, historic and/or recently-created exploration roads combined with four-wheel drive tracks allow for
access to many of the known target and prospect areas.

Site Topography, Elevation and Vegetation
Northern Nevada lies within the Basin and Range physiographic province, an area characterized by flat,
lacustrine-gravel-volcaniclastic-volcanic filled valleys bounded by generally north-south trending mountain ranges. The Railroad-Pinion
Project area is located within the Piñon Mountains at elevations ranging from 5,800 feet (1,770 m) above sea level on the north and east sides,
to nearly 8,700 feet (2,650 m) above sea level in the central portion of the Project. Lower elevations are typified by gentle, rolling hills with
little to no bedrock exposure. Higher elevations are characterized by steeper slopes and cliffs, deeply incised drainages, and an increase in
bedrock exposure.
Vegetation is consistent with a high desert climate and consists of sagebrush, rabbitbrush, cactus, and bunch grass communities. Cottonwood
trees are confined to drainage bottoms and near springs. Pinyon pine, juniper, mountain mahogany and aspen trees grow at higher elevations.

Climate
The Railroad-Pinion Project area has a relatively dry “high desert” climate. January maximum and minimum temperatures average
approximately 34.4°F and 19.6°F, respectively. July maximum and minimum temperatures average 83.1°F and 58.2°F, respectively. January
and July precipitation averages 1.13 inches and 0.41 inches, respectively, while average total precipitation is approximately 12.09
inches. Average annual snowfall for Carlin is approximately 30 inches. Precipitation varies dramatically with changes in elevation and season.
Rainfall in the region is generally light, infrequent and may be associated with dry lightning between May and October. Moist airflow from the
south brings ‘monsoon’ rains from July through September. A small number of these storms may carry heavy rains that cause localized
flooding in creeks and drainages.
Winter snow and spring runoff may temporarily limit access with respect to drilling and other geological fieldwork activities between
November and April each year, but are not considered to be significant issues.

Local Resources and Infrastructure
Elko, Nevada has served as the northern Nevada exploration and mining center for more than half a century. Elko is a full service community
that includes housing; motels; food and restaurants; clinics and a hospital; a regional airport with daily flights to/from Salt Lake City, Utah;
interstate highway and railway access; local, state and federal government offices; skilled and experienced labor for the exploration and mining
industry; and schools (K-12 and a community college). In this part of Nevada, there is a diverse selection of local/regional/international
exploration and mining service companies including assay labs, suppliers, drilling contractors and heavy equipment vendors supporting the
exploration and mining industry.
-32-
The Railroad-Pinion Project is located in the vicinity of large, active open pit and underground mines operated by Newmont and Barrick Gold
Corp along the ‘Carlin Trend’. These mine sites also include fully operational mill complexes designed to treat oxide and/or carbon-sulfide
refractory gold ores.
At the Railroad-Pinion Project, water is available proximal to the drilling operations. For communications, 4G cellular network is available in
select locations. High voltage electrical transmission lines are located six miles from the project area.
The Railroad-Pinion Project has sufficient and appropriate sites to accommodate exploration and potential mining facilities, including waste
rock disposal, and processing infrastructure.
History

Railroad Project Historic Exploration
The Railroad Mining District, also known as the Bullion or Empire City district, was established in 1869. Initially ore was shipped to Chicago
and San Francisco. In 1872 a smelter was completed at the nearby town of Bullion. Beginning in 1905 shipments from operating mines, old
dumps, and slag were shipped to Salt Lake City (Ketner and Smith, 1963).
U.S. Geological Survey data published by Ketner and Smith (1963) suggests that, although historic production records are not very reliable for
the period between 1869 and 1905, the estimated the total value of production through 1956 was $2 million using the value of the commodity
(i.e. gold, silver, copper, lead and zinc) produced for the year it was produced.
The early production in the district focused on silver, lead, and copper from numerous underground mines on the northern flank of Bunker Hill
exploiting replacement and skarn-type deposits in marbleized and dolomitized rocks. There were also minor, undeveloped gold veins in
intrusive rocks.
Beginning in 1910 and until the mines quit producing in the 1960’s zinc became the prominent metal mined (LaPointe et al. , 1991).
Modern exploration began in 1967 when American Selco optioned the claims from Aladdin Sweepstake Consolidated Mining launching a 45
year period of surface sampling, geophysics, geological mapping, and surface drilling. As the work progressed in the Railroad District new
geologic interpretations plus base- and precious-metal surface sample results were combined with favorable drill results; expanding the target
types being explored for and widening the range of commodities being explored for.
Since 1967, 15 companies have explored in the Company's Railroad Project area completing 382 drill holes and collecting 6,260 soil samples
and 3,508 rock samples:
•
•
•
•
•
•
•
•
Selco
El Paso/LLE
Placer Amex
AMAX
Homestake (LabradorEx)
Nicor
Westmont
Ramrod
•
•
•
•
•
•
•
Mirandor
Kinross
Manhattan Mining Company
Corona/Pezgold
Newmont
Barrick
Teck
The copper and molybdenum bearing nature of the multiphase intrusives was documented starting in the late 1960’s. Sampling and the
understanding of skarn related gold in Nevada led to further exploration and better intercepts in drilling in the historic skarn/replacement
portion of the Railroad Project. During the course of these work programs the ongoing exploration advanced the understanding of the geologic
controls on the Railroad Project leading finally to the sediment-hosted gold exploration programs.”
-33-

Railroad Project Historic Resource Estimates
Historical resource estimates exist for certain areas within the Railroad Project, most notably the “POD” or "Railroad Deposit" located within
the “Railroad Fault” target (see "Mineralization - Railroad Fault" below). However, the authors of the 2016 Railroad-Pinion Report caution
that these historic mineral resource estimates are non-NI 43-101 compliant mineral resources that were calculated prior to the implementation
of the standards set forth in NI 43-101 and current CIM standards for mineral resource estimation (as defined by the CIM Definition Standard
on Mineral Resources and Ore Reserves dated November 27, 2010) and readers should not treat them, or any part of them, as current mineral
resources. There is insufficient information available to properly assess data quality, estimation parameters and standards by which the
estimates were categorized. In particular, the data utilized is limited in its reliability due to the lack of pulps, rejects, cuttings or core which can
be sampled and verified. The historic resources described below have been included simply to demonstrate the mineral potential of certain
target areas at the Railroad Project and as a guide to future exploration. A thorough review of all historic data performed by a "qualified
person" as defined in NI 43-101, along with additional exploration work to confirm results, would be required in order to produce a current and
compliant mineral resource estimate for the POD (Railroad) Zone. To date, there has been no production from the resources described by these
historical estimates.
Kuhl (1985) presented the first calculations for the gold contained within the POD (Railroad) deposit (see Table 6.2 below). He used a
polygonal process with rectangular blocks under the following parameters:






Data projected half way to the adjoining drill hole or 100 feet
Inclusion of intercepts less than 0.03 opt gold if the outlying intervals brought the overall average to equal 0.03 opt gold
Minimum 10 foot intercept in the drill hole
All calculations made using fire assay intervals
No stripping ratio calculated
No metallurgical recovery information utilized
Bartels (1999) recalculated the gold contained within the POD (Railroad) deposit (see Table 6.2 below) utilizing a cross-sectional method with
58 holes on 27 cross sections spaced 100 feet apart through the POD (Railroad) area with the following assumptions:








Tonnages were calculated using a 13.5 cubic feet per ton density factor
Assay values include silver credits, at a 60:1 ratio
Compositing of assay values was done according to the following conventions:
Intervals of low grade (<0.030 opt Au) up to 15 feet thick, bound on both sides by >0.030 opt Au values were included within the ore
envelope only if the average of the low grade and the upper and lower bounding values was greater than or equal to 0.030 opt Au.
No cropping of high assay values was done, all assays taken at face value.
Volumes were determined by projecting the contoured ore areas 50 feet either side of the section plane.
An average grade was assigned to each area by determining the weighted average grade of all drill intercepts within the ore envelope.
Average grade was assigned to the respective volume and contained ounces were calculated.
Table 6.2: Historic Resource Estimates for Railroad Project.
Resource
Area
Tons
Tonnes
Average Grade
POD
POD
1,197,400
1,400,000
1,086,280
1,270,080
Au opt
0.090
0.080
POD
1,006,665
913,250
0.089
Au ppm
3.09
2.74
3.05
-34-
Contained
Ounces Au
Cutoff Grade
107,766
112,000
Au opt
0.030
0.020
Au ppm
1.03
0.69
89,731
0.030
1.03
Reference
Kuhl, 1985
Kuhl, 1985
Bartels, 1999
1999
*The mineral resource estimates summarized in Table 6.2 are non–NI 43-101 compliant resources that were calculated prior to the introduction
of the standards set forth in NI 43-101. The authors of the 2016 Railroad-Pinion Report have referred to these estimates as “historic resources”
and are not treating them, or any part of them, as current mineral resources. There is insufficient information available to properly assess data
quality, estimation parameters and standards by which the estimates were categorized. The historic resource estimates described above should
not be relied upon and have only been included to demonstrate the mineral potential of the POD (Railroad) Zone at the Railroad Project.

Pinion Project Historic Exploration
Exploration activity at the Pinion Project area dates back to the discovery of the Pinion prospect in 1980 by Newmont with the majority of the
historic work being conducted in the late 1980s and early to mid-1990s. The exploration history for the Pinion Project overlaps somewhat with
that of the adjacent Railroad Project area as portions of the two project areas have been operated by the same company in the past.
The historical work completed at the Pinion Project identified a significant zone of Carlin-type gold mineralization at the Pinion Deposit
(section 22 and 27, T30N, R53E), as well as an additional zone of mineralization at the Dark Star Deposit (section 25, T30N, R53E).

Pinion Historic Drilling
The majority of the historic work completed at the Pinion Project has been conducted at and around the Pinion Deposit located in sections 22
and 27 of Township 30 North, Range 53 East (Mount Diablo Meridian). Section 22 hosts the mineralized and outcropping Main Zone and
North Zone, which are the near-surface shallow portions of the Pinion Deposit (which has also been referred to historically as the South Bullion
or Trout Creek Deposit). Pinion gold mineralization extends southeast, plunging shallowly, into section 27 following the Pinion anticlinorium
and the contact between the faulted Mississippian Webb Formation siltstones and the underlying Devonian Devils Gate Formation limestone.
Additionally, historic drilling has been conducted in section 25 (T30N, R53E) at the Dark Star Deposit.
In total 385 drill holes have been completed at the Pinion Deposit, and immediate area, between 1981 and 2007 (McCusker and Drobeck,
2012). The majority of the holes were completed by reverse circulation drilling with minor diamond (core) drilling completed by Royal
Standard in 1996 and 2007.
To date, historic exploration conducted in the Pinion Project area has identified two areas of gold mineralization at the Pinion and Dark Star
Deposits. The Pinion Deposit comprises two discreet zones of mineralization (Main Zone and North Zone) with the majority of the historic
drilling having been completed at the Main Zone including the jasperoid breccia outcrops located near the southern boundary of section 22
(T30N, R53E). Historic drilling has intersected and extended the Main Zone gold mineralization well into section 27 to the southeast. The
North Zone is located approximately 1000 ft (~300m) north east of the jasperoid outcrops of the Main Zone.
The Main Zone of the Pinion Deposit trends southeasterly, is approximately 4,800 feet (1.46 km) long and ranges from 500 feet to 1,100 ft (150
to 330 m) in width with vertical thickness ranging between 50 feet and 500 ft (~15 to 150 m). Mineralization has been intersected to a depth of
about 600 feet (180 m) below surface. The North Zone of the Pinion Deposit is approximately 1,100 feet (300 m) long (along a roughly
north-south trend), ranges from 150 to 230 feet (45 to 70 m) wide and ranges in vertical thickness between 120 feet and 450 feet (~35 to 135
m).
The gold zone at Pinion occurs in dissolution collapse breccia developed along the contact between the Mississippian Tripon Pass Formation
silty micrite and Devils Gate Formation Limestone. Important structural controls are west-northwest and north to northeast striking folds and
faults.

Pinion Historic Resource Estimates
Several historic mineral resource estimates have been completed by a variety of companies over several years for the Pinion Deposit, as well as
the nearby (~2 miles east) Dark Star prospect, within the Company's Pinion Project area. A review of the historical data within the Pinion
Project drill hole database conducted by APEX did not identify any significant issues. Where issues were found, original data was reviewed
and the database was corrected. As a result, it is the opinion of the authors of the 2016 Railroad-Pinion Report that the historic Pinion project
drill data provides sufficient reliability to warrant their inclusion in the 2016 Railroad-Pinion Report.
-35-
The reader is cautioned that the historic mineral resource estimates for the Pinion Deposit discussed in the 2016 Railroad-Pinion Report are
non-NI 43-101 compliant mineral resources that were calculated prior to the implementation of the standards set forth in NI 43-101 and are not
consistent with current CIM standards for mineral resource estimation (as defined by the CIM Definition Standard on Mineral Resources and
Ore Reserves dated November 27, 2010). The authors of the 2016 Railroad-Pinion Report have referred to these estimates as “historic
resources” and the reader is cautioned not to treat them, or any part of them, as current mineral resources. The historic resources have been
included in the 2016 Railroad-Pinion Report simply to summarize previous work at the Pinion Project and to demonstrate the mineral potential
of certain target areas within the Railroad-Pinion Project area. The reader is referred to the 2016 Railroad-Pinion Report for the details of the
historic mineral resource estimates for the Pinion Deposit.
It should also be noted that all historic estimates for the Pinion Project discussed in the 2016 Railroad-Pinion Report are now superseded by the
recently completed NI 43-101 compliant mineral resource estimates for the Pinion Deposit as disclosed in the Company’s news release dated
March 15, 2016 and the Dark Star Deposit contained in the Dark Star Resource Report. See "Mineral Resources" below. With respect to the
Pinion and Dark Star Deposits, a thorough review of all historic data has now been performed by a "qualified person", along with additional
exploration and validation work, which has confirmed historical data that has been used to calculate current and compliant NI 43-101 mineral
resource estimates for these deposits that are discussed in greater detail under "Mineral Resource Estimates" below.

Dark Star Historic Exploration and Drilling
The Dark Star Deposit (section 25, T30N, R53E) is located approximately 2.5 km east of the Pinion Main Zone. In 1990 rock and soil
sampling identified anomalous surface geochemistry in the area of the Dark Star Deposit. Follow-up drilling in 1991 resulted in the
confirmation of bedrock hosted mineralization at Dark Star.
Although the majority of the historic work completed at the Pinion Project has been conducted at and around the Pinion Deposit, significant
drilling has also been completed in Sections 24 and 25 (T30N, R53E) at and around the Dark Star Deposit. Drilling at the Dark Star Deposit
and the immediate surrounding area was completed by a variety of companies including Crown Resources, Westmont, Exploration Mirandor,
Kinross and Cyprus Amax. A total of 105 RC drill holes were completed between 1991 and 1999 (McCusker and Drobeck, 2012).
Historic drilling has identified an approximately north-south trending mineralization zone at the Dark Star Deposit named the Dark Star
Structural Trend (DSST). The 1992 drilling defined a 300 ft (90 m) thick zone of generally lower grade (<0.025 opt [0.85 ppm] Au), somewhat
bedding conformable mineralization (Calloway, 1992). The mineralization is open in three directions (north, east and west).
Anomalous gold mineralization at Dark Star has been intersected over an area 2,000 ft (610 m) along a north-south trend by up to 1,610 ft (490
m) in width and to a depth of 690 ft (210 m) below surface. The Dark Star mineralization is hosted in silicified siliciclastic rocks and bioclastic
limestone of Pennsylvanian Moleen and/or Tomera formations. In general, the Dark Star gold grades are lower than at Pinion and the
mineralization appears to be less continuous although there are some high grade historic intersections including 0.044 opt (1.58 g/t) Au over 95
feet (28.96 m) in hole CDS-001 and 0.061 opt (2.1 g/t) over 250 feet (76.20 m) in hole CDS-053.
In 1994 Cyprus completed 9 drill holes east and northeast of the Dark Star Deposit. Between 1997 and 1999, Mirandor and Kinross completed
a total of 24 drill holes designed to extend the Dark Star gold mineralization to the north into section 24.

Dark Star Historic Resource Estimates
Certain historical resource estimates for the Pinion Deposit included data from the Dark Star Deposit and while one such estimate is considered
appropriate for disclosure as a historic resource estimate in the 2016 Railroad-Pinion Report there is insufficient information available to
properly assess data quality, estimation parameters and standards by which exist such historic estimate was categorized and therefore it should
not be relied upon. The reader is referred to the 2016 Railroad-Pinion Report for the details of the historic mineral resource estimates for the
Dark Star Deposit.
-36-
The authors of the 2016 Railroad-Pinion Report caution that these historic mineral resource estimates are non-NI 43-101 compliant mineral
resources and are not consistent with current NI 43-101 and CIM standards for mineral resource estimation and readers should not treat them,
or any part of them, as current mineral resources. There is insufficient information available to properly assess data quality, estimation
parameters and standards by which the estimates were categorized. The historic resource estimates have only been included in the 2016
Railroad-Pinion Report to demonstrate the mineral potential of the Dark Star Deposit.
It should be noted that all historic estimates for the Dark Star Deposit discussed in the 2016 Railroad-Pinion Report are now superseded by the
NI 43-101 compliant maiden mineral resource estimate for the Dark Star Deposit contained in the Dark Star Resource Report. See "Mineral
Resources" below.

Dixie Historic Exploration and Drilling
The Dixie area, which is located 2 miles (3.6 km) south and southeast, respectively, of the Dark Star and Pinion Deposits, has been explored
intermittently since 1980 by various operators. The majority of the historic exploration work conducted at the prospect has been regional to
semi-detailed in nature.
In 1997, Cameco conducted rock sampling and prospect-specific IP geophysical surveys at the Pinion, Dark Star and Dixie areas. The 1997
rock sampling at the Dixie area was intended to examine in greater detail the nature of surface mineralization and to compare this data with the
results of then recently completed drill holes at the prospect and a number of anomalies were identified. At the main Dixie area, a group of 32
rock samples defined a distinct >1500 ppb Hg anomaly with elevated Au, As, Sb and Ag (Parr, 1999). This anomaly was found to roughly
correspond with gold mineralization in the subsurface. Immediately to the north, a “North Dixie” anomaly was identified that was
characterized by similar chemistry (elevated Hg, Au, As and Sb). Further north, a group of 15 rock samples collected between the Pinion and
Dark Star areas defined a similar zone of geochemistry at the “CISS” area where 6 samples contained 20-135 ppb Au including: As values up
to 940 ppm, Sb up to 161 ppm and Hg up to 15 ppm.
In addition to the rock geochemistry program discussed above, Cameco also completed limited IP/Resistivity geophysical surveys at several
prospects including the Dixie area in 1997 and 1998. The IP/Resistivity surveys at Dixie identified broad zones of contrasting high and low
resistivity and corresponding zones of high chargeability (Parr, 1999).
The first documented drill program at the Dixie prospect was conducted by Freeport McMoran in 1988 and 1989 during which time 25 holes
were drilled in a joint venture with Crown Resources. In 1991 Crown Resources completed 4 RC drill holes and later Cameco completed 11
RC drill holes at the Dixie prospect. The drilling identified a zone of low grade gold mineralization within Pennsylvanian siliciclastic and
carbonate rocks similar in nature to the host rocks for gold mineralization at Dark Star. Highlights of the historic drilling at the Dixie prospect
are provided in the 2016 Railroad-Pinion Report.
Geological Setting and Mineralization
Work by the Company at the Railroad–Pinion Project is ongoing and the prospect-scale understanding of the geology and mineralization thus
far encountered is evolving as result of the Company’s systematic approach to exploration and data analysis. However, the regional scale
geological setting of the Railroad-Pinion Project area is relatively well understood as described below.

Regional Geology
The Railroad–Pinion Project is located along the Carlin Trend, a northwest-southeast alignment of sedimentary rock-hosted gold deposits and
mineralization, and is centered on the fourth and southernmost dome-shaped window on the Carlin Trend in the Piñon Range as shown in the
interpretive illustration of a longitudinal section of the "Four Windows" in Item 5.1 "GENERAL DEVELOPMENT OF THE BUSINESS Overview " above. The domes are cored by igneous intrusions that uplift and expose Paleozoic rocks that are favorable for the formation of
Carlin-style gold deposits.
-37-
The greater Carlin Trend area occupied a passive continental margin during early and middle Paleozoic time, which is the time of deposition of
the oldest rocks observed in the area (Stewart, 1980). A westward-thickening wedge of sediments was deposited at and west of the continental
margin, in which the eastern facies tend to be siltier and carbonate-rich (shelf and slope deposits, carbonate platform deposits) while the
western facies are primarily fine-grained siliciclastic sediments (deeper basin deposits). The Carlin Trend sits proximal to the shelf-slope
break, although this break was not static over time.
In Late Devonian through Middle Mississippian time, east-west compression of the Antler Orogeny is traditionally believed to have caused
folding and faulting, the most significant manifestation of which is the Roberts Mountain Thrust. This regional fault placed western facies
siliciclastic rocks over eastern facies carbonate rocks across the region. In the 2016 Railroad-Pinion Report the western facies are referred to as
“allochthonous” whereas the eastern facies are “autochthonous”. As the result of this tectonism, the Mississippian and Pennsylvanian overlap
assemblage of clastic rocks was deposited across the region (Smith and Ketner, 1975). Regional stratigraphy shows interleaved allocthonous
and autochthonous late Paleozoic sediments in the Piñon Range (Longo et al. , 2002; Mathewson, 2001; Rayias, 1999; Smith and Kettner,
1975).
Multiple igneous intrusions occur along the Carlin Trend. The oldest igneous rocks are reported to be Late Triassic age (Teal and Jackson,
2002). Other igneous rocks include: a Late Jurassic dioritic intrusion documented at the Goldstrike Deposit (Bettles, 2002); intermediate to
mafic dikes of Jurassic and Cretaceous age; the Cretaceous age Richmond Stock (quartz monzonite); the Eocene age Welches Canyon Stock;
and hydrothermally-altered and locally gold-bearing felsic to mafic dikes/dike swarms of Tertiary (Eocene) age (Ressel, 2000).
Post-dating the Carlin-style gold mineralization are Miocene and younger volcanic rocks which blanket large areas of the region with lava
flows, tuff beds and tuffaceous sediments. Primarily rhyolitic in composition, the volcanic cover rocks comprise a bimodal suite including
rocks as mafic as basalt.
Tertiary crustal thinning commenced in late Eocene and Miocene, approximately coeval with the onset of Miocene volcanism. The extension
is generally east-west directed and is manifested in the Basin and Range physiography. The extensional faulting takes the form of normal
block faulting which can evolve into listric normal faulting with progressively greater extension. The significant consequence of extensional
faulting is the dismemberment and tilting of preexisting features.
Several aspects of the geologic setting complicate gold exploration in northern Nevada. The largest gold deposits are hosted in the
carbonate-rich eastern facies of lower to middle Paleozoic rocks, with much less mineralization found in the allochthonous, western facies
siliciclastic rocks. Because of this, most gold mineralization has been discovered where “windows” through the western facies rocks above the
Roberts Mountain Thrust expose eastern facies rocks. Miocene volcanic rocks also obscure the underlying geology, almost certainly
concealing numerous, to-be-discovered deposits. The extensional faulting distorts and dismembers preexisting features (including ore
deposits), making the projection of mineralized trends beneath younger cover rocks especially difficult.

Local Geology
The core of the Pinon Range is comprised of an allochthonous and autochthonous sequence of Ordovician through Mississippian marine
sedimentary rocks (Smith and Ketner, 1975). Minor folds are present, but horst and graben structure developed within a framework of
high-angle faults dominates the structure of the range. Tertiary sedimentary rocks deposited in shallow, fresh water lakes and overlying
intermediate to felsic Tertiary volcanic rocks are present on the flanks of the range and within surrounding grabens.
Railroad Geology
Since 2012, 24 additional samples of igneous (intrusive and extrusive) rocks from the Railroad Project area have been collected and age
dated by Christopher Henry of the Nevada Bureau of Mines and Geology, University of Nevada. This work was conducted to further
investigate the igneous geology at the Railroad Project and its relationship to mineralization. Data analysis and interpretation is currently in
progress, however, preliminary interpretation suggests that igneous rocks at the Railroad Project were emplaced and/or deposited during at
least 4 distinct episodes between 38.9 and 37.5 Ma, with two possible major pulses at 38.4 and 37.8 Ma, that have produced at least 10
distinct rocks types (Henry et al, 2015).
-38-
Four prominent high-angle fault directions have been identified including west-northwest, north-south, northwest and northeast-striking
faults. The north-south striking Bullion Fault Corridor separates the Tertiary volcanic rocks to the east from the Paleozoic sediments in the
range. Northwest and west-northwest striking faults occur across the Railroad Project. Drilling indicates that low-angle faults have
juxtaposed Devonian carbonates and Mississippian rocks with evidence of multiple episodes of low-angle faults.
The Sylvania (Central Bullion) Target area contains a westerly dipping sequence of Paleozoic rocks that are offset into numerous distinct
blocks by west-northwest, north-south and northeast-striking faults. The west-northwest trend appears to be the most important structural
trend. Fault bounded blocks appear to be affected by intrusion of the Bullion Stock and collapse of the magma chamber. Skarn occurs on
the contact of the Bullion Stock and associated intrusive rocks along the Standing Elko dike corridor.
Pinion Geology
The geological setting of the Pinion Project area is the same as that described above for the adjacent and contiguous Railroad Project.
Thus, the stratigraphic units observed at the Pinion Project are the same as those described above, as is the overall tectonic history.
Pinion is a Carlin-type gold deposit at the south end of the Railroad District, on the southeast part of the Carlin Trend of Eocene gold
deposits. Gold Standard assembled the Pinion land package for the first time in March 2014.
At Pinion, gold mineralization is concentrated within a multilithic dissolution collapse breccia developed along the unconformable contact
between underlying Devonian Devils Gate Limestone calcarenite (275 meters thick) and overlying Mississippian Tripon Pass Formation
silty micrite (50 meters). The silty micrite provided a second calcareous host to react with mineralizing fluids. The Tripon Pass grades up
into the Mississippian Webb Formation non-calcareous silty mudstone (40 meters). These two finer-grained units together were a
less-permeable cap to hydrothermal fluids which were channeled beneath it. The Mississippian Chainman Formation chert-clast sandstone
to conglomerate (>300 meters) overlies the Webb. At southeast Pinion, feldspar-quartz porphyry sills (2-30 meters) are common, and
felty-textured feldspar-amphibole-pyroxene porphyry dikes (2-20 meters) are sparse.
North-northeast trending anticlines occur at central and southeast Pinion. A gently west-dipping thrust, separating an overlying normal
Devils Gate to Chainman section from an underlying Chainman section, is drill defined beneath the southeast Pinion anticline and the east
limb of the central Pinion anticline. Gold is concentrated along the anticline axis and east fold limb at central Pinion, and to a lesser extent
along the anticline at southeast Pinion.
Thicker and higher-grade dissolution collapse breccia occurs along the footwall of the steeply north-northeast dipping Main Zone Fault,
which apparently down-drops the section 40 to 120 meters. This structure could be a left-lateral tear fault related to east-southeast,
west-northwest compression that also produced the anticlines and thrust. Alternately, the structure could be a fault developed along the
steeper limb of a north-northeast verging asymmetric fold.
At the North Gold Zone, the host section could be the left-laterally displaced east limb of the central Pinion anticline. Gold mineralization
is controlled by the Bullion Fault on the east, and/or a west-northwest structure parallel to the Main Zone.
The Pinion Deposit is contained within a northwest-trending horst. Faults on the northeast horst margin are linking structures to the more
northerly striking, range-bounding structures of the Bullion fault system. The greater Pinion 2.3 kilometre trend of gold concentrations
occurs along the footwall of the Bullion fault system where it is offset at the linking structures. The fault on the southwest horst margin
continues northwest across the Pinion Range.
Alteration consists of dissolution collapse breccia formation, decalcification, variable silicification, variable clay replacement, sooty
sulfide dissemination (oxidized to iron oxide), and barite flooding. Associated trace elements are silver and the typical Carlin suite of
arsenic, antimony, mercury, and barium.
-39-
Banded fine-grained silica to cockscomb quartz veins with more epithermal style textures cross cut the dissolution collapse breccia. Veins
have elevated silver, antimony, mercury, and gold; and, locally contain stibnite (oxidized to stibiconite). Veins are concentrated in the tops
of collapse breccia layers. Banded veins may be a later-stage, higher-level alteration facies that overprinted an earlier mid-level alteration
facies, both of an Eocene Carlin-type gold system.
Dark Star and Dixie Geology
The Dark Star Deposit and Dixie prospect are located to the east of the Pinion Deposit and hence lie stratigraphically up section however
the overall tectonic history is similar to the Pinion and Railroad areas.
The Dark Star Deposit and Dixie prospect lie along what is known as the Dark Star Structural Trend (DSST): a zone of gold mineralization
and alteration that has affected the Mississippian Chainman, Pennsylvanian Moleen and Tomera Formations. Based upon an extensive RC
chip re-logging program by Gold Standard personnel, gold mineralization has been identified within altered and silicified conglomeratic
and calcareous bioclastic units at the Dark Star Deposit. The siliciclastic and carbonate host rocks are thought to be part of the
Pennsylvanian Tomera Formation.
Dark Star occurs in a 400 to 600 metre wide, 6 kilometre long, linear, north trending horst. The east-bounding fault is a
north-northeast-striking, 75 degree east dipping large displacement normal fault with Eocene Elko Formation sedimentary rocks and Indian
Well Formation volcanic rocks in the hanging wall. The west bounding fault is a north-northeast striking, 65 degree west dipping normal
fault that has less offset, dropping the host section 100 meters in that direction. Historic drill intercepts, alteration, and geochemical
samples indicate the horst is prospective along its defined length.
Gold is hosted in the Pennsylvanian rocks of the Tomera and Moleen Formations. Three correlatable local rock units are defined at Dark
Star. The uppermost unit (50 metres) is a silty limestone dominant rock package with interbeds of sandstone, conglomerate, bioclastic
limestone and silty mudstone. The middle unit (50 to 100 metres) is the main gold host at Dark Star and is composed of interbedded coarse
conglomerate debris flows with a sand to silt matrix, bioclastic limestone, siltstone and basal silty mudstone. The lower unit (>400 metres)
is a calcareous siltstone with interbedded bioclastic limestone, sandstone and conglomerate. Felsic dikes and sills occur along structures
and at lithologic contacts.
Dark Star is an oxidized, Carlin-Type deposit, where gold-bearing fluids are channeled into permeable, open space zones along feeder
structures. Oxidation products are primarily limonite with lesser hematite. Alteration of the upper and middle units is characterized by
silicification, decalcification, argillization and barite. Several stages of strong tectonic, collapse and hydrothermal breccia are pervasive
through the mineralized zone. Alteration of the lower siltstone unit is characterized by decalcification, argillization, and weak silicification.
Dark Star has vertically extensive, pervasive oxidization from the surface to a depth of 275 meters. However, thin zones of unoxidized
sulfide are present. These zones comprise less than 2% of the mineralized rock in the deposit. Trace elements related to gold are arsenic,
antimony, mercury, barium, zinc, and selenium.
Recent fieldwork and re-logging of RC chips by Gold Standard personnel confirm that gold mineralization at Dark Star is related to a north
to north-northeast-striking zone of silicification focussed along west-dipping contacts within a coarse conglomerate and bioclastic
limestone bearing unit between broadly siltstone units. These sedimentary rocks are cut by thin rhyolite dikes, part of the DSST.
Dixie gold mineralization is reported to be associated with jasperoids and silicified conglomerates along a prominent resistant ridge.
Redfern (2002) suggests the jasperoids and conglomerates are part of the Chainman Formation, and that they are visibly intruded by a
number of felsic intrusions including dikes, sills and stocks. However, more recent work by Gold Standard personnel indicates that the host
sedimentary package of siliciclastics and limestones is likely part of the Pennsylvanian Tomera Formation.

Mineralization
Historic and recent exploration, including a number of extensive drilling programs, conducted by Gold Standard and previous owners/operators
throughout the Railroad-Pinion Project area has demonstrated the presence of Carlin-style gold mineralization similar in setting and style to
that of other deposits in the area including Rain and Emigrant (Koehler et al., 2014 ; Norby et al., 2015). Mineralization occurs mainly as
finely disseminated gold in largely stratiform jasperoid (silicified) bodies that represent dissolution, collapse breccias developed along the
contact between silty micrite of the Mississippian Tripon Pass Formation and calcarenite of the Devil’s Gate Formation (Norby et al., 2015;
McCusker and Drobeck, 2012).
-40-
Geological and geochemical work by Gold Standard since 2010 has resulted in the identification of sixteen prospect areas (or zones of
mineralization) at the Railroad Project area. To date, nine of the Railroad prospects have been drill tested by the Company. The Company has
recently expanded the Pinion Project area through the acquisition of additional mineral rights immediately south of the Dark Star Deposit
covering the Dixie prospect. Since amalgamating the Railroad and Pinion Projects into the Railroad-Pinion Project, two NI 43-101 compliant
mineral resource estimations have been completed at the Pinion Deposit (Dufresne et al. , 2014; updated Dufresne et al , 2016) and a maiden
NI 43-101 compliant resource estimate has been completed at the Dark Star Deposit (Dufresne et al. , 2015). The following section provides
geological descriptions for the current Railroad-Pinion Project target areas and the mineralization in these areas as shown in Figure 7.6 below.
North Bullion
Carlin-style disseminated gold mineralization at North Bullion is not exposed at surface. The bulk of the geological understanding and
interpretation of the North Bullion prospect has come from drilling of associated geophysical anomalies (gravity and CSAMT). Gold
mineralization is focused in the footwall of the Bullion Fault zone, a north-south striking zone of normal faults with an overall down to the
east sense of motion. The footwall is a horst of Paleozoic siliciclastic and carbonate rocks, whereas the hanging wall is a deep graben
filled with Tertiary age volcanic rocks. In the footwall north-south-, northwest-, west-northwest- and northeast-striking faults appear to be
important controls on mineralization.
North Bullion was a blind discovery in 2010, when a process of vectoring from surface gravity and CSAMT surveys were combined with
geologic models and geologic drill hole data, lead to intercepts of 32 metres of 1.39 g Au/t and 43.6 metres of 1.21 g Au/t in RR10-8. The
gold system remains open in all directions and spans an area of 400 metres by 1000 metres.
The North Bullion Deposit occurs in a triangular shaped horst in the footwall of the major north-south striking, steeply east-dipping, North
Bullion Fault Zone (“ NBFZ ”). The western edge of the horst is bounded by a northeast-striking, northwest-dipping fault. The deposit is
blind with the gold system capped by gently east-dipping, dacite sills. In general, gold is hosted in two zones, a gently to moderately
dipping upper zone of strongly sheared siliciclastic/carbonate rocks (a mixed composite of Mississippian Webb and Tripon Pass
Formations) and a flat lying, lower zone of dissolution collapse breccia developed above and within micrite and calcarenite of the
Devonian Devil’s Gate Limestone. Between strands of the NBFZ, breccia with both collapse and tectonic features propagated upwards
through the Mississippian section incorporating Webb Formation silty mudstone, Tripon Pass Formation silty micrite and Chainman
Formation sandstone.
Gold zones range from 105 to 400 meters in depth, and steepen from flat (10 degrees) to moderate (45 degrees) dips to the east, as they
approach the western strand of the NBFZ. Gold is associated with sooty sulfides, silica, carbon, clay, barite, realgar and orpiment in
addition to elevated arsenic, mercury, antimony and thallium. High-grade (> 6 g Au/t) gold has been intercepted in both the upper and
lower gold zones. Some of the best gold intercepts include:


RR12-10 upper zone: 124.1m of 4.05 g Au/t from 218.0 – 342.1m; including 16.5m of 15.09 g Au/t.
RR13-11 lower zone: 98.2m of 3.26 g Au/t from 313.4-411.6m; including 17.1m of 9.98 g Au/t.
Hydrothermal alteration is characterized by a progression from distal breccia with calcareous clasts and calcite cement to intermediate
breccia with dolomitized clasts and dolomite cement to proximal breccia with silica/sulfide cement and replacement of clasts.
Dolomitization of the Devil’s Gate Limestone thickens and strengthens towards the NBFZ. Veinlets show a general zonation around the
deposit from an outer calcite shell to intermediate ferroan dolomite to barite +/- quartz immediately above, within and below the gold
zones.
-41-
Intrusive relationships and tilting of units indicate the deposit formed during an Eocene event with synchronous intrusion, hydrothermal
activity and extensional movement on graben-bounding faults. Dacite sills, dated at 38.2 to 38.8 Ma (Henry et al , 2015), intruded steeply
dipping faults within the NBFZ and low angle, bedding parallel faults, capping the gold system. The margins of dacite dikes and sills are
commonly sheared and some dacite occurs as clasts within mineralized dissolution collapse breccia, indicating continued movement along
faults and hydrothermal activity after emplacement of the dacite. In fault steps within the NBFZ, the Eocene Elko Formation has the same
moderate eastward dip as the underlying Paleozoic rocks. All of this evidence supports the formation of North Bullion during a very
dynamic, focused Eocene event with synchronous extension, intrusion and Carlin-style mineralization.
Gold Standard recently supported a North Bullion-focused MSc thesis with the University of Nevada Las Vegas which studied the
mineralogy and paragenesis of mineralization and alteration to determine the size and intensity of alteration haloes of both visible
alteration minerals and stable isotope signatures, and characterize fluid pathways (Newton, 2015; Newton and Cline, 2014). The thesis
yielded the following preliminary findings: 1) mineralogical characteristics examined to date indicate that the North Bullion mineralization
displays ore pyrite chemistry, textures and alteration minerals similar to known Carlin–type gold mineralization; 2) the North Bullion
pyrites have partial Au-bearing rims and the same trace element chemistry as known Carlin–type gold mineralization; 3) the host rocks at
North Bullion have been locally decarbonatized, argillized, dolomitized and silicified, exhibiting alteration similar to known Carlin–type
gold mineralization, and 4) the mineralization is hosted along lithologic contacts, within mudstone/silty mudstone/limestone and/or
multilithic breccia, and within the lower collapse breccia zone (Newton and Cline, 2014). Petrography indicates that collapse and tectonic
breccia within the area formed during the pre-, syn-, and post-gold mineralization stages (Newton, 2015). This may indicate that the
multi-stage brecciation was related to multiple episodes of movement and long-lived hydrothermal activity along the Bullion Fault
Corridor and other related structures in the area (Newton and Cline, 2014).
[remainder of page left blank intentionally]
-42-
Figure 7.6: Railroad-Pinion Project Prospects (Mineralized Zones)
-43-
Bald Mountain
At the Bald Mountain target, discreet and separate disseminated gold and copper mineralization is hosted in strongly oxidized, collapse
breccia bodies developed along the contact between quartz hornfelsed silty mudstone of the Webb Formation and marbleized Devils Gate
Formation Limestone. The collapse breccia zone correlates with a prominent gravity low on the southern flank of Bald Mountain.
The Bald Mountain target comprises a large complex mineralizing system measuring 700 feet (~210m) north-south by 1,800 feet (~550m)
east-west. Mineralization starts at ~325 feet (~100m) below surface on the east side of the target and ranges between 40 and 250 feet
(~12-75m) in thickness.
Gold and copper mineralization at Bald Mountain is spatially separate with gold mineralization occurring in the upper part of the breccia
whereas the copper mineralization is located in the lower part of the breccia above the Devil’s Gate marble. A Carlin-style structural
framework of north-, northeast- and west northwest-striking faults, and quartz porphyry to dacite filled faults cut through this
target. Vertical and laterally-extensive hydrothermal alteration comprises oxidation, clays, silicification, and quartz veins/stockworks.
In late 2014, 16 samples of drill core from hole RRB13-01 within the Bald Mountain prospect were submitted for petrographic analysis
which revealed textures and mineralogy representative of altered skarn style mineralization (McComb, 2014). Garnet appears to have been
the main skarn mineral that has been largely replaced by silica and iron oxides by a late Carlin-style silicification event. Ghosted outlines
of pyroxene and amphibole were also reported and the iron oxides observed were interpreted as replacing primary pyrrhotite.
The Bald Mountain prospect is currently at an early stage of exploration. All 5 of the 2014 Bald Mountain drill holes intersected
significant intervals of precious and base metal mineralization that remain open in all directions.
Sylvania (Central Bullion )
At Sylvania, silver, copper, lead, zinc and minor amounts of gold occur within skarn along the west-northwest-striking, dike-filled
Standing Elk fault near the margin of the Bullion Stock (Koehler et al , 2015). The Standing Elk fault is part of a larger, 0.5 kilometre
wide x 5 kilometre long corridor of west-northwest-striking dikes. Prograde skarn alteration includes bleaching, andradite and grossularite
garnets, pyroxene in Devils Gate Limestone and endoskarn in the Bullion Stock. Retrograde alteration includes deep oxidation, clays and
muscovite. Dating using 40 Ar/ 39 Ar and U-Pb methods indicate skarn mineralization formed during emplacement of the 38.2 Ma Bullion
Stock. Mineralization begins at, or very near, surface and has been traced downdip to approximately 1,100 feet (330 m) below surface,
and remains open in all directions.
Railroad Fault
The Railroad Fault target area encompasses a west-northwest trending structural corridor along which is located the historical POD deposit
area. The following description of the Railroad Fault target is taken from Hunsaker (2012b):
The Railroad Fault Target area has a geologic setting similar to the North Bullion Target zone. Drilling by Gold Standard Ventures and
historic drilling has demonstrated the presence of Carlin-style gold-bearing mineralization. Historic estimates, work completed by
previous operators, and GSV exploration describe gold mineralization associated with jasperoids, silicification, argillization, pyritization,
barite, and potentially dolomitization within a west-northwest trending corridor. Generally this mineralization is associated with the
contact zone of the Mississippian Webb and the Devonian Devils Gate Formation. A historical estimate (non NI-43101 compliant) was
done for a zone 1500 feet long (northwest-southeast), 400 feet wide and approximately 200 feet thick. The zone is as shallow as 20 feet
below the surface and has good continuity. The broader Target area has widespread gold mineralization in drilling and surface
geochemistry with the favorable characteristics (noted above) mapped on the surface or noted in drilling. The work completed and data
available throughout the broader Railroad Fault Target area are insufficient to determine the length, width, depth, or continuity of the
gold mineralization.”
-44-
Bullion Fault Corridor
Carlin-style hydrothermal alteration, gold mineralization and associated trace element geochemistry occur beneath post-mineral volcanic
cover along the Bullion Fault Corridor to the south of the North Bullion target. Zones of anomalous (<0.010 oz Au/st) Carlin-style gold
mineralization and elevated arsenic occur in close association with silicified, dolomitized and clay altered Paleozoic rocks, and
quartz-sericite-pyrite altered igneous dikes.
Cherry Springs
The Cherry Springs target was identified based on geologic mapping, gravity and CSAMT. At this location, drilling targeted Carlin-style
disseminated gold mineralization at two separate structural intersections with the west-northwest-striking Cherry Spring fault. Similar to
the North Bullion target, Cherry Springs is a blind target. The best intercepts were returned from drill hole RR12-29 which intersected 18
feet of 0.021 oz Au/st and 13 feet of 10.94 oz Ag/st. Disseminated gold and silver mineralization occurred with silicification, barite,
carbon, barite in a multilithic collapse breccia at ~1400-foot depth.
LT
The LT target area has a geologic setting similar to that of the North Bullion prospect. Historic drilling, soil geochemistry, and rock
geochemistry have demonstrated the presence of gold-bearing mineralization with similar favorable characteristics (Hunsaker, 2012). The
LT area is complicated by numerous high angle faults, and the presence of gravity slide blocks that shuffle and comingle Paleozoic
siliciclastic and carbonate rocks into a complex tectono-stratigraphic sequence.
North Ridge
The North Ridge target comprises soil geochemical anomalies that suggest the presence of a gold-bearing mineralized system and a
coincident geophysical (gravity) anomaly that together indicate the presence of major fault zones.
South Bullion Fault Corridor Target
Mapping at this location illustrates a structural intersection of the north-south striking Bullion Fault Corridor and several northeast and
northwest-striking faults within the Lone Mountain Dolomite, Nevada Group dolomite and Oxyoke Formation. Results from 505 rock
samples identified the following range of assays: <0.005 – 1.425 ppm Au; <0.2 – 418 ppm Ag; <1 – 30,960 ppm Cu, <2 – >300,000 ppm
Zn, and <2 – 120,200 ppm Pb indicating the presence of a large mineralized zone with similar structural and geochemical signatures to
Carlin-style mineralization.
Lee Canyon Target
This target area is characterized by numerous historic adits and shafts on the southwest flank of the Bullion Stock. The historic workings
accessed base metal skarn deposits hosted in bleached, metamorphosed Devils Gate Formation carbonate rocks. North-south and
northeast-striking faults cut the marble at this location. Results from 301 rock samples identified the following range of assays: <0.005 –
1.93 ppm Au, <0.2 – 2,570 ppm Ag, 1 – 190,200 ppm Cu, <2 – 40,930 ppm Pb, and 3 – 150,900 ppm Zn.
Mill Creek Target
At this location west of the Bullion Stock, siliciclastic rocks in the upper plate of the Roberts Mountains Thrust (RMT) and rocks of the
Chainman and Webb Formations in the lower plate of the RMT have been cut by northwest-striking quartz feldspar porphyry dikes and
northeast-striking faults. Weak hornfels development, silicification and quartz veining have been identified by mapping. Results from 219
rock samples identified the following range of assays: <0.005 – 0.124 ppm Au, <0.2 – 10 ppm Ag, <2 – >10,000 ppm As, and 2 – 4,400
ppm Zn.
-45-
West Pine Mountain Target
This target area is located on the western flank of Pine Mountain, a prominent topographic feature that exposes Paleozoic carbonate rocks
of the Devils Gate, Nevada Group and Oxyoke Formations. Results from 211 rock samples identified the following range of
assays: <0.005 – 0.25 ppm Au, <0.2 – 2.8 ppm Ag, <0.2 – 523 ppm As, 2 – 46,300 ppm Zn.
South Fault Target
This target area is dominated by an east west-striking fault that juxtaposes Chainman Formation sandstone against Woodruff Formation
mudstone. Results from 143 rock samples identified the following range of assays: <0.005 – 0.011 ppm Au, <0.2 – 3,800 ppm Zn, <1 –
197 ppm Mo.
Pinion Deposit Area
Historic and recent exploration, including a number of extensive drilling programs conducted by Gold Standard and previous
owners/operators at the Pinion Deposit area has demonstrated the presence of Carlin-style gold mineralization similar in setting and style
to that of other deposits in the area including North Bullion, Rain and Emigrant (Koehler et al., 2014 ; Norby et al., 2015 ). Mineralization
at Pinion occurs mainly as finely disseminated gold in largely stratiform jasperoid (silicified) bodies that represent dissolution, collapse
breccia developed along the contact between the Mississippian Tripon Pass Formation silty micrite and Devil’s Gate Formation calcarenite
(Norby et al., 2015; McCusker and Drobeck, 2012). The similarity and style of mineralization of other gold deposits in the area to the
Pinion Deposit is not necessarily indicative of the mineralization in the Pinion Deposit.
The Pinion Deposit is located at the south end of the Bullion Fault Corridor. Previous exploration by other companies identified two
adjacent zones of gold mineralization identified as the Main Zone and North Pod Zone. The Main Zone trends approximately N60ºW to
N70ºW, reaches up to 5,200 ft (1,580 m) along strike and is approximately 2,300 ft (700 m) wide (across strike). Gold deposition is
thought to have occurred contemporaneous with breccia development and with late silica flooding and quartz veining. Barite-rich breccias
can also be observed associated with jasperoid bodies at surface. Norby et al . (2015) summarize the gold mineralization at Pinion as
follows:
“Gold is hosted in a persistent blanket in a stratiform multilithic, collapse breccia. Breccia clasts grade from dominantly silty micrite
(Tripon Pass) in the top of the breccia to calcarenite (Devil’s Gate) in the bottom, with lesser clasts of Webb silty mudstone and Chainman
sandstone. Thickness and gold grade of multilithic breccia increase markedly proximal to feeder structures.
Alteration consists of collapse breccia formation, silicification, decalcification, clay replacement, sooty sulfide dissemination (oxidized to
iron oxide), and barite flooding. Trace elements associated with gold are silver, antimony, arsenic, barium, and mercury.
A type of mineralization with more typically epithermal-like textures is also present at Pinion. Banded fine-grained to fine-cockscomb
silica occurs throughout the deposit, locally with stibnite (stibiconite) and elevated silver to 70 ppm.”
Significant control on the distribution of gold appears to have been exerted by folding and graben development in that the highest grades
and thickest mineralization occurs in the apical hinge portion of the Pinion anticline, which now appears to form a horst. Following an
extensive data verification program, a 13 hole confirmation drill program conducted by Gold Standard in early 2014 was followed by a
second drilling phase of 44 holes resulting in the addition of a number of significant gold intersections indicating that gold mineralization
associated with multilithic breccia remains open along and across strike.
Dark Star Area
Exploration at the Dark Star Deposit area has demonstrated the presence of Carlin-style gold mineralization. The Dark Star Deposit occurs
at a higher stratigraphic level than the Pinion Deposit, and is thought to be hosted within the Pennsylvanian Tomera or Moleen Formation
(Smith and Kettner, 1975), which is cut by north, northeast and northwest faults, hydrothermal breccias and/or jasperoids. Dark Star gold
mineralization occurs in a 400 to 600 metre wide, 6 kilometre long, linear, north trending horst that is part of a structural zone defined as
the DSST.
-46-
Recent fieldwork and an RC chip re-logging program conducted by Gold Standard personnel have confirmed that gold mineralization at
Dark Star is related to a north to north-northeast-striking zone of silicification focused along west-dipping contacts, within coarse
conglomeratic debris flows intercalated with units of bioclastic limestone between relatively impermeable fine grained silty limestone
units. These sedimentary rocks are cut by thin rhyolite dikes that are part of the DSST. Alteration is characterized by silicification,
decalcification, argillization and barite. Several stages of strong tectonic, collapse and hydrothermal breccia are pervasive through the
mineralized zone. Alteration of the lower siltstone unit is characterized by decalcification, argillization, and weak silicification. Dark Star
has vertically extensive, pervasive oxidization from the surface to a depth of 275 meters. However, thin zones of unoxidized sulfide are
present. These zones comprise less than 2% of the mineralized rock in the deposit. Trace elements related to gold are As, Sb, Hg, Ba, Zn,
and Se. Gold mineralization at Dark Star has been intersected over an area approximately 2,000 feet (610 m) long (along a roughly
north-south trend), up to 1,610 feet (490 m) wide and up to a depth of 690 feet (210 m) below surface.
Data verification work was conducted in 2014 immediately following the prospect’s acquisition by Gold Standard and a maiden NI 43-101
compliant mineral resource estimate was completed and announced by Gold Standard on March 3, 2015. See " Mineral Resource
Estimates " below.
Dixie
The Dixie – Dark Star trend (DSST) is a 6 kilometre long corridor characterized by a north-striking horst that exposes altered and silicified
Pennsylvanian siliciclastic and carbonate rocks.
Dixie gold mineralization is reported to be associated with jasperoids and silicified conglomerates along a prominent north-south resistant
ridge (Redfern, 2002) and appears to be hosted in the same stratigraphic section as Dark Star, Pennsylvanian siliciclastic and carbonate
rocks. Similar to the Dark Star Deposit, there are a number of visible felsic intrusions including dikes, sills and stocks in the area of the
jasperoids and silicified sedimentary rocks. Similar to the Dark Star Deposit, the Dixie target area has an associated large low-level gold
and arsenic surface geochemical anomaly.
Historical drilling at the Dixie prospect has identified gold mineralization similar in tenor and width to that of the Dark Star Deposit as
exemplified by diamond drill hole CDC97-34, which intersected 35.05 m of 0.86 g/t Au between 100.59 m and 135.64 m. Additional
exploration work and drilling is warranted at the Dixie prospect.
Deposit Types
Gold Standard currently recognizes three styles of mineralization at the Railroad-Pinion Project area:



Carlin-type sedimentary rock-hosted gold mineralization.
Skarn-type silver, copper, lead, zinc, gold mineralization.
Sedimentary rock-hosted gold, silver and copper mineralization hosted in hornfelsed Paleozoic rocks (similar to geologic patterns
observed at the Mike Gold-Copper-Zinc-Silver Deposit, as described by Norby and Orobona, 2002).
Since mid-2012 (Hunsaker, 2012a,b; Shaddrick, 2012), the information on deposit types for the Railroad-Pinion Project area has evolved and
been modified due to observations related to the collection and interpretation of ongoing additional exploration data.
The detailed deposit models utilized by Gold Standard for the Railroad Project are based on direct exploration and mine development
experiences on the Carlin and Battle Mountain-Eureka gold trends by Gold Standard geologists and include the following elements: uplifted
siliciclastic and carbonate rocks favorable for development of Carlin-style sedimentary rock-hosted gold deposits; similar geologic patterns of
Paleozoic host rocks; similar geologic patterns of alteration and mineralization at Railroad to well-documented disseminated gold deposits on
the Carlin Trend; the presence of collapse style breccias at Railroad that host gold mineralization; close proximity to a multi-phase igneous
stock; dike/sill-filled fault corridors; and the presence of west-northwest, north-south, northeast and northwest striking faults. The identification
of these geologic patterns at the Railroad-Pinion Project lends credence to the mineralization models that are being used on the project.
-47-
Geologic features that form characteristic patterns associated with Carlin-type, sedimentary rock-hosted gold mineralization include:








Gold deposition at siliciclastic rock / carbonate rock contacts.
The “footwall model”, which refers to sedimentary rock-hosted gold mineralization occurring in favorable Paleozoic carbonate rocks
in the footwall (horst) of a normal fault that typically has +500 feet (+150 m) of normal displacement. Many Carlin-type, sedimentary
rock-hosted gold deposits are characterized by this model, including but not limited to: Leeville (Jackson et. al., 2002), Betze-Post
and Meikle (Bettles, 2002) and Deep Star (Clode et. al., 2002).
Collapse breccia developed in carbonate rocks, and in overlying siliciclastic rocks. Collapse breccia is one of the preferred hosts for
disseminated gold mineralization.
West-northwest, northwest-, northeast-, and north-south-striking high-angle faults.
Folds. Anticlines and overturned anticlines are structural features that serve as hydrothermal and metal-bearing fluid traps.
Alteration types include: dolomitization, decalcification, silicification, argillization, oxidation, fine-grained sooty pyrite, carbon and
barite. Teal and Jackson (1997) noted that these types of deposits typically contain laterally and vertically continuous zones of
hypogene oxidation.
Proximity to a multi-phase igneous center with associated igneous dikes and sills.
Microscopic gold associated with arsenic-rich pyrite. Associated trace elements include arsenic, mercury, antimony, thallium and
zinc.
Geologic features and patterns associated with Carlin-type sedimentary rock-hosted gold mineralization have been identified and verified by
geologic work and drilling on the Railroad-Pinion Project. Specific areas for this type of mineralization include the North Bullion Target and
the Railroad Fault Target, within the Railroad Project area, and the Pinion and Dark Star Deposits within the Pinion Project area.
At the Railroad Project, skarn-type silver, copper, lead, zinc and gold mineralization/deposits occur within metamorphosed and
metasomatically-altered Paleozoic limestone, dolomite, calcareous sandstone (exoskarn), and in igneous rocks (endoskarn). Metamorphism
and skarn formation are related to a multi-phase igneous center known as the Bullion Stock. Alteration produced by the skarn event includes
bleaching, andradite and grossularite garnets, pyroxene and a wide variety of calc-silicate minerals. Mineralization forms irregular bodies,
chimneys, veins, and manto–style replacements typically within brecciated and metamorphosed Paleozoic carbonate rocks, along or proximal
to high angle structures. Mineralization is typically associated with deep oxidation, argillization and close proximity to igneous dikes along the
west northwest-striking Standing Elk fault corridor. Historic underground production and historic drilling, in addition to more recent mapping,
geochemical sampling, and drilling results verify this style of mineralization and exploration model at the Central Bullion Target.
Sedimentary rock-hosted, disseminated gold, silver, copper and zinc mineralization is found in Paleozoic rocks within the hornfelsed aureole of
the Bullion Stock at the Bald Mountain Target. This style of mineralization/deposit is a hybrid of characteristics described for the Carlin-type
sedimentary rock-hosted gold mineralization and skarn deposit types described above. In this setting, spotted hornfels is developed in Paleozoic
siliciclastic and carbonate rocks. Multilithic collapse breccias that contain fragments of a variety of sedimentary rocks along with hornfels,
skarn and intrusives are the host to gold, silver, copper and zinc mineralization. The gold and copper/zinc intercepts are tabular and are
spatially separate, with the gold zone occurring in the upper portion of the breccia and the copper/zinc zone located in the lower part of the
breccia above the Devils Gate Formation marble (Jackson and Koehler, 2014). Alteration features include: vertically-extensive oxidation,
argillization, silicification, quartz veining and bleaching. Quartz porphyry and dacite dikes, filling northwest- and west northwest-striking
faults, occur in this setting. These geologic characteristics are similar to mineralization at the Mike Deposit on the Carlin Trend (Norby and
Orobona, 2002). Geologic mapping, geochemical sampling and core drilling by Gold Standard have verified this style of mineralization at the
Bald Mountain Target.
-48-
Exploration
The Railroad–Pinion Project is being explored on an ongoing basis by Gold Standard through the execution of systematic, geologic
model-driven and aggressive exploration programs that include geological mapping, geochemical and geophysical surveying and drilling.

Previous Exploration Work By Gold Standard (2010 to 2013)
Geologic Mapping
Previous exploration companies and government agencies have conducted geologic mapping of the Railroad–Pinion Project at a variety of
scales. In order to improve and standardize the information resulting from the various surface mapping programs at the project, Gold
Standard geologists have implemented a factual-based format of mapping (Anaconda Style) using multiple map layers to record, illustrate
and synthesize geologic data at a common scale. Geologic maps are created and compiled at either 1:6,000 or 1:2,400.
The recent geological mapping by Gold Standard, in conjunction with the compilation of previous mapping has contributed significantly to
the understanding of the complex lithologic, tectonic and mineral settings at many of the target areas throughout the Railroad-Pinion
Project. The compilation and interpretation of geological mapping data is an ongoing process.
Geophysics
There is a significant and growing database of geophysical information at the Railroad-Pinion Project. Work includes gravity, ground
magnetic and CSAMT surveying. These surveys have been employed to identify structures, key lithologies and zones of hydrothermal
alteration related to mineralization. The data has also facilitated drill hole targeting.
Ground gravity geophysical surveys were conducted at the Railroad-Pinion Project by Gold Standard totaling 3,465 readings. Gold
Standard completed a total of 2,808 gravity readings at the Railroad Project area between 2009 and 2011 (Hunsaker, 2012b). An additional
79 gravity readings were acquired from Newmont for a historic 2002 survey (Wright, 2013b). The Company collected a further 578
gravity readings during 2012 and 2013. The gravity survey data cover not only the Railroad Project but also a significant portion of the
Pinion Project area, particularly in the area of the Pinion Deposit.
Between 2009 and 2012, Gold Standard conducted a re-evaluation of historic CSAMT data from a 1999 survey. Gold Standard collected
28.8 line miles (46.3 line km) of ground CSAMT data during 2012 and 2013.
In addition to the CSAMT data discussed above, Gold Standard also completed a re-evaluation of magnetic survey data from surveys
completed in 1999 and 2006 at the Railroad Project.
1.
Gravity
Four separate gravity surveys were completed over the Railroad Project from 2009 to 2013 (Wright, 2009, 2010, 2012c and 2013b)
designed to delineate structures – particularly those in areas lacking bedrock exposures and/or those areas covered by post mineral cover;
and identify rock types and alteration related to gold (sediment-hosted deposit type) and base/precious metal mineralization (skarn type)
(Wright, 2013b). Since mid-2012 (Shaddrick, 2012), an additional 578 gravity readings were collected by the Company. Collectively
among the four surveys, the gravity data set totals 3,386 gravity stations and reading (Wright, 2013b).
The results and initial interpretations of the gravity data include:

Identification of a major north-south striking, 6 mile (10 km) long structural zone, the Bullion Fault Corridor (“ BFC ”). Gravity data
show a distinct gravity break across the BFC between denser carbonate rocks in the footwall, versus less dense volcanic rocks in the
hanging wall. This explanation and relationship for the gravity results has been confirmed by Gold Standard’s drilling at North
Bullion. The Bullion Fault is one of several faults that control sedimentary rock-hosted gold mineralization at the North Bullion
Deposit.
-49-

A wedge-shaped gravity high corresponds with the sedimentary rock-hosted gold zone at North Bullion. The gravity high appears to
be influenced by two factors – uplifted carbonate rocks in the foot wall of the Bullion Fault Corridor and widespread dolomitic
alteration.

The existence of numerous west-northwest striking fault zones that occur at regular intervals across the Railroad Project. Geologic
mapping has verified these faults and their periodicity on the Railroad Project.

The identification of northwest, north-south and northeast-striking faults.

A distinct east-west trending gravity low/embayment at the Bald Mountain Target
2.
CSAMT
Three separate CSAMT surveys were completed along the Bullion Fault Corridor from North Bullion to north of Pinion to help identify
faults and prospective host rocks for mineralization (Wright 2012a; Wright 2012b; Wright, 2013a). Ground CSAMT lines were oriented
east-west, spaced 500 (150 m) to 2,000 feet (600 m) apart, covered 5.5 miles (8.8 km) of north-south strike length along the Bullion Fault
Corridor, and totaled 28.8 lines miles (46.3 line km) of coverage. Initial interpretations include:

Refinement of the strike, width and geologic complexity of the BFC. The corridor is made up of multiple faults in between the West
Strand Bullion fault (footwall structure) and the East Strand Bullion fault (hanging wall structure).

The CSAMT survey illustrated a distinct set of resistivity/rock patterns along the BFC. High resistivity features correspond to
Paleozoic carbonate rocks in the footwall of the BFC, an intermediate resistivity feature reflecting tectonically-mixed
carbonate/siliciclastic rocks occurring within fault slices of the BFC, and a low resistivity pattern corresponding with a thick sequence
of Indian Well tuff in the hanging wall (graben side) of the BFC. These patterns have been confirmed by core drilling at the North
Bullion.

Identification of additional target areas for follow-up exploration and drilling along strike to the south of the North Bullion Target.
Geochemistry
Gold Standard collected a total of 1,433 soil samples and 285 rock samples from a variety of target areas and/or areas of geologic interest from
2009 to 2011 (Hunsaker, 2012b; Shaddrick, 2012). No further soil sampling was conducted during 2012 or 2013. The results of historic soil
surveys combined with Gold Standard’s prior soil sampling campaigns for gold and arsenic are shown on Figures 9.5 and 9.6 below. Gold
Standard’s work during 2009 to 2011 was conducted to target the identification of mineralized fault zones and target refinement for drilling at
the Central Bullion Target. With the acquisition of the Scorpio Pinion Interests, the Company obtained a total of 1,335 additional soil sample
data points for the Pinion Project. The gold and arsenic results for these historic samples are also provided on Figures 9.5 and 9.6. A significant
gold in soil anomaly is associated with the northern most portion of the Main Zone and the North Pod mineralized zones at Pinion.
[remainder of page left blank intentionally]
-50-
Figure 9.5: Railroad – Pinion Project Gold in Soils for All Samples and Target Areas Prior to 2014.
-51-
Figure 9.6: Railroad – Pinion Project Arsenic in Soils for All Samples and Target Areas Prior to 2014 .
-52-
During 2012 and 2013, the focus of Gold Standard’s surface exploration was geological mapping and rock sampling. The Company’s
geologists collected a total of 1,955 rock samples from areas of interest generated from a variety of mapping efforts at the Railroad Project. The
intent of the sampling was to expand the rock geochemistry database in areas of known hydrothermal alteration and mineralization, and
perhaps more importantly, initiate sampling in areas that lacked any geochemical sampling. Samples were collected from outcrops, road cuts
and from field traverses parallel with topography. The vast majority of the rock samples are classified as selective grab samples. The gold
results of the combined historic sampling and Gold Standard’s rock sampling to date are presented on Figure 9.7 below.
The 2012 and 2013 rock sampling program identified extensions to the Bald Mountain target, refined drill hole locations at the LT target, and
identified five new target areas for follow-up exploration as described below.

Bald Mountain Target. This area is located on the north flank of the Bullion Stock within hornfelsed siliciclastic rocks of the
Chainman Formation and Webb Formation. The area is cut by west northwest- and northwest-striking quartz porphyry and dacite
dikes, and by north south-, east west- and northeast-striking high angle faults. At surface hydrothermal alteration includes oxidation,
quartz veins and stockworks, clay on fractures, barite and jarosite. Results from 555 rock samples identified the following range of
assays: <0.005 - 0.911 ppm Au, <0.2 - 449 ppm Ag, <1 - 380,700 ppm Cu, 2 - 60,000 ppm Pb, and <2 - 8,700 ppm Zn.

South Bullion Fault Corridor Target. Mapping at this location illustrates a structural intersection of the north-south striking Bullion
Fault Corridor and several northeast- and northwest-striking faults within the Lone Mountain Dolomite, Nevada Group dolomite and
Oxyoke Formation. Results from 505 rock samples identified the following range of assays: <0.005 – 1.425 ppm Au; <0.2 – 418
ppm Ag; <1-30,960 ppm Cu, <2->300,000 ppm Zn, and <2-120,200 ppm Pb .

Lee Canyon Target. This area is characterized by numerous historic adits and shafts on the west flank of the Bullion Stock. The
historic workings accessed base metal skarn deposits hosted in bleached, metamorphosed Devils Gate Formation carbonate
rocks. North-south and northeast striking faults cut the marble at this location. Results from 301 rock samples identified the
following range of assays: <0.005 - 1.93 ppm Au, <0.2 - 2,570 ppm Ag, 1 - 190,200 ppm Cu, <2 - 40,930 ppm Pb, and 3 - 150,900
ppm Zn.

Mill Creek Target. At this location west of the Bullion Stock, siliciclastic rocks in the upper plate of the Roberts Mountains Thrust
(RMT) and rocks of the Chainman and Webb Formations in the lower plate of the RMT have been cut by northwest-striking quartz
feldspar porphyry dikes and northeast-striking faults. Weak hornfelsing, silicification, quartz veining have been identified by
mapping. Results from 219 rock samples identified the following range of assays: <0.005 -0.124 ppm Au, <0.2 - 10 ppm Ag, <2 >10,000 ppm As, and 2 - 4,400 ppm Zn.

West Pine Mountain Target. This prospect area is located on the western flank of Pine Mountain, a prominent topographic feature
that exposes Paleozoic carbonate rocks of the Devils Gate, Nevada Group and Oxyoke Formations. Results from 211 rock samples
identified the following range of assays: <0.005 - 0.25 ppm Au, <0.2 - 2.8 ppm Ag, <0.2 - 523 ppm As, 2 - 46,300 ppm Zn.

South Fault Target. This prospect area is dominated by an east west-striking fault that juxtaposes Chainman Formation sandstone
against Woodruff Formation mudstone. Results from 143 rock samples identified the following range of assays: <0.005 - 0.011 ppm
Au, <0.2 - 3,800 ppm Zn, <1 - 197 ppm Mo.

LT Target. This target area is a mixture of complex structure, gravity slide blocks, and hydrothermally-altered siliciclastic and
carbonate rocks. Results from 89 rock samples identified the following range of assays: <0.005 - 0.603 ppm Au, <0.2 - 2 ppm Ag,
<1 - 47 ppm Cu, <2 - 4,030 ppm Pb, and 3 - 2,430 ppm Zn.
The exploration work described above resulted in the identification of eight target areas where subsequent drilling has been undertaken. Five
additional prospect areas were identified in 2013 and work continues at each to advance to drill ready targets. Drilling results have returned
significant intercepts of gold, silver, copper, lead and zinc from a number of these prospect areas. See "Drilling" below.
-53-
Figure 9.7: Railroad – Pinion Project Gold in All Rock Samples and Target Areas Prior to 2014.
-54-

Recent Exploration Work by Gold Standard (2014 to 2015)
Exploration work conducted at the Railroad–Pinion Project since 2014 has largely been focused on the Pinion Project and comprises additional
gravity surveying, CSAMT surveying along with rock sampling and soil geochemical sampling programs. Also completed during 2014 was a
ground magnetic survey at and surrounding the Bullion intrusion on the Railroad portion of the Project.
Ground Geophysical Surveys
1.
Gravity Survey
A total of 601 gravity survey stations were added to the Company’s gravity dataset, 200 in 2014 and 401 stations in 2015 (Wright,
2014a/2015a). The 2014 and 2015 stations were located at the Pinion-Dark Star area with some overlap of the Railroad Project area and
bring the total number of gravity data points to 3,988. The additional points have allowed for the refinement of the south end of the gravity
anomaly which defines the BFC, which extends south from the Railroad Project area to the Pinion Deposit area. The gravity data define a
6 kilometre north-south trending prominent gravity gradient which extends from east side of the Railroad Project area through the eastern
side of the Dark Star Deposit and Dixie prospect areas and likely defines the Dark Star Fault (“ DSF ”). The DSF juxtaposes tertiary
volcanic rocks adjacent to Paleozoic siliciclastic and carbonate rocks that are part of the Dark Star Horst. The Dark Star Horst forms a
prominent gravity high that is north-south striking and bounded by a prominent gravity gradient particularly along its east edge, that is
likely coincident with the DSF.
The Bullion Horst forms another prominent gravity high that is north-south striking and bounded by a prominent gravity gradient
particularly along its east edge. The north-south gravity high that is associated with the Bullion Horst swings to the southeast and parallels
the strike of the Main Zone of the Pinion Deposit. A gravity high corresponds to the Paleozoic limestones exposed along the main ridge
north of Pinion which terminates at the Pinion Deposit area. The Pinion Deposit appears to be located at a structural intersection between
the north-south gravity gradient, likely a bounding structure, lying along the east side of the Bullion Horst (gravity high), which extends
south from the Railroad Project area to the Pinion Deposit, and a prominent southeast striking cross-fault. This cross-fault continues to the
east-southeast where it is cut by the newly identified, north-south trending DSF which potentially causes the gravity anomaly to horsetail
into several branches at the intersection point (Wright, 2014a;2015a).
The 2014 and 2015 gravity data has allowed for a significant increase in the resolution of the gravity anomalies in the Pinion Project area,
which has in turn allowed for an extremely detailed interpretation of structures throughout the area. Several of the interpreted structures
correspond to, and appear to control the distribution of, mineralization at the Pinion Deposit, most importantly, the South fault zone.
Additionally, the 2015 gravity data provides much needed structural clarity in and around the Dark Star Deposit. The strike extensions of
these key structures, along with similar parallel structures, represent targets for follow-up exploration and/or drilling going forward.
2.
CSAMT Survey
In October 2014 and August 2015, a fourth and fifth phase of CSAMT survey work was completed at the Railroad-Pinion Project. The
2014 program comprised 22 line-km of surveying along 6 lines at the south end of the Bullion Fault Corridor at the Pinion and Dark Star
areas while the 2015 program comprised 18 line-km of surveying along 9 lines within the Dark Star and Dixie areas. The 2014-2015
CSAMT survey work brought the total coverage at the Railroad-Pinion Project to 64 line-km. The CSAMT survey work was designed,
supervised and interpreted by James Wright, of Wright Geophysics (Wright 2014b; 2015b). The following observations were noted from
the 2014-2015 CSAMT surveying:
-
the BFC extends south from the Railroad Project into the Pinion area.
the BFC appears to split into 3 distinct structures that diverge (“horsetail”) to the south at the Pinion Deposit area.
-55-
-
3.
the Dark Star-Dixie corridor is well defined by the CSAMT. The recent survey located the bounding faults, including the DSF, and
lithologic contacts along the north-striking Dark Star horst.
the DSF Fault appears to play a role in controlling gold mineralization at Dark Star North and may play a role at Dixie.
the DSF, which appears to be well defined by the CSAMT survey data, may provide a significant target for future exploration due to
its potential to be a district-wide feeder perhaps similar in nature to the BFC.
the resistivity results suggest Dixie is open to the south and may require more CSAMT coverage in that direction.
similarly Dark Star and Dark Star North require further CSAMT coverage due to their potential to provide further mineralization
along the DSF.
Ground Magnetic Survey
In October 2014 a ground magnetic survey was conducted over the Bullion stock and surrounding area. The survey comprised 196
line-km of magnetics collected along 100m spaced east-west lines covering an area of approximately 4,870 acres. The survey was intended
to further examine the extent of the Bullion stock as well as the surrounding area for evidence of skarn alteration and covered large
portions of the Railroad Fault, Bald Mountain, Central Bullion, Mill Creek and Lee Canyon targets. The 2014 ground magnetic survey
was designed, supervised and interpreted by, James Wright of Wright Geophysics.
The 2014 magnetic survey data showed a significant amount of relief (>500 nT) with the identification of a number of high (and low)
magnetic features, which are interpreted to represent rocks with significant magnetite concentrations, likely magnetite bearing skarn
alteration. A significant number of these potential skarn related magnetic anomalies are clustered around the mapped margin of the Bullion
intrusion. The data suggests that remnant magnetization is present in the highly magnetic features identified, which hinders data processing
and interpretation due to their expression as strong lateral dipoles. At the very least, the data indicates the general location of presumably
intense skarn alteration bodies adjacent to the Bullion intrusion. The proximity of the known Bald Mountain mineralization to the
north-easternmost magnetic feature, that rings the Bullion intrusion, is an indication that all of the skarn like magnetic anomalies should be
considered as priority targets for follow up exploration.
Geochemical (Rock and Soil) Sampling
The geochemical results of historic soil sampling over the Railroad-Pinion Project show a positive correlation between anomalous gold
and arsenic in surface soils and positive drilling results for gold. Based on this pattern, soils are viewed as an effective tool to identify
additional near surface exploration targets. Gold Standard’s 2014 and 2015 soil sampling programs were designed to provide systematic
geochemical coverage over areas considered to be prospective for near-surface oxide gold targets at the Pinion Deposit and surrounding
target area as well as the Dark Star Deposit and Dixie prospect.
Gold Standard personnel collected a total of 4,248 soil samples in 2014 and 1363 soil samples in 2015 from the Pinion Deposit and
surrounding areas. The 2014 samples were collected on a 50 m x 50 m grid located immediately to the west and northwest of the Pinion
Deposit. Tthe 2015 samples were collected on a 50 m x 100 m grid on the eastern side of the Pinion Project area over the Dark Star
Deposit, the Dixie prospect and their respective potential extensions. Gold and arsenic data for the 2014 and 2015 Pinion soil samples are
illustrated in Figures 9.11 and 9.12 below.
The 2014-2015 soil sampling programs yielded numerous areas of geochemical anomalies around the Pinion, Dark Star, Dixie and Irene
targets as well as several additional target areas. The soil samples returned results of up to 8.28 ppm Au, 2,670 ppm As, 17.55 ppm Ag,
640 ppm Cu, 1510 ppm Pb, and 1,480 ppm Zn.
The gold and arsenic in soil data show a significant anomaly more than a kilometer in length continuing northwest from the end of the
Pinion Main Zone (Figures 9.11 and 9.12). The soil data indicates a possible continuation of mineralization to the northwest subparallel to
the northwest trending mineralization identified by drilling to date. In section 21, northwest of Pinion a 1,400 metre long,
west-northwest-striking corridor of elevated gold (values up to 339 ppb) and arsenic (values up to 595 ppm) in soils intersects the south
end of the LT target area linking up with a pre-existing north trending soil anomaly (Figures 9.5, 9.6, 9.11 to 9.13). The gold in soil
anomaly correlates with surface alteration developed in multilithic collapse breccia, similar to altered and gold-bearing outcrops in the
Pinion Main Zone. Elevated gold and arsenic values are elongated in a west-northwest orientation, coincident with the northwest strike
extensions of the Main Zone and South Fault. Within the overall broad gold and arsenic soil anomaly two distinct targets are evident: a
prominent gravity low, and a northeast/west-northwest structural intersection; and the intersection of the South fault with a north-striking
fault corridor, south of the LT prospect.
-56-
To the southeast of the Pinion Deposit, a prominent gold and arsenic in soil anomaly occurs where west-northwest striking faults intersect
a possible north-northwest-striking interpreted fault that is interpreted to be part of the BFC (Figures 9.11 to 9.13). The mapped geology
underlying this soil anomaly comprises silicification and barite veining at surface along the footwall of the BFC, geologically similar to the
North Bullion deposit 10 km to the north.
At the Irene Prospect a gold and arsenic soil anomaly is coincident with silicified, quartz and dolomite veined breccias (Figures 9.11 to
9.13). Recent surface mapping paired with the soil geochemistry indicate that the Irene prospect is larger than previously thought. Several
north-northwest trending structures interpreted from the residual gravity data are coincident with the soil anomalies and potentially warrant
future drill testing. See Figure 9.13 below.
A 700 metre by 750 metre arsenic anomaly spans sections 28 and 29 at the Papoose Canyon target area, 2 kilometres west-southwest of
Pinion. Gold values up to 97 ppb occur within a broader arsenic halo. The Papoose Canyon area is characterized by hydrothermal
alteration and prominent west-northwest structures interpreted from the gravity data (Figures 9.11 to 9.13).
An 1,800 metre long, north-northeast trending zone of elevated gold (values up to 220 ppb) is present at Dark Star and extends into the
Dark Star North area which is parallel to and perhaps bounded by the general trend of the DSF and associated cross structures identified by
2015 Gravity and CSAMT surveying (Figures 9.11 to 9.13). Arsenic values at Dark Star exhibit a similar trend to the gold values however
the most prevalent arsenic anomaly (values ranging from 9.9 to 464 ppm) occurs to the south and southwest of the Dark Star
Deposit. Both gold and arsenic anomalies correspond to gravity highs identified in the gravity survey and are likely horst blocks of
Paleozoic rocks and targets that warrant follow-up exploration.
A 300 metre x 450 metre soil anomaly has been identified by the 2015 sampling program at the northeast end of the Dixie prospect and
yields gold values up to 66 ppb and arsenic up to 230 ppm (Figures 9.11 to 9.13). The anomaly is largely contained within the boundaries
of the current Dixie mineralized area but does extend the area slightly to the north and northwest.
A weak 800 metre by 1,100 metre arsenic and gold in soil anomaly spans the section 35 and 36 boundary 1.6 kilometres northwest of the
Dixie prospect (Figures 9.11 to 9.13). The anomalous area corresponds to a prominent gravity high identified by 2014-2015 geophysical
surveys and warrants further exploration (Figure 9.13).
[remainder of page left blank intentionally]
-57-
Figure 9.11: Pinion Project Gold in Soils for 2014-2015 Samples.
Figure 9.12: Pinion Project Arsenic in Soils for 2014-2015 Samples.
-58-
Figure 9.13: Pinion Project Arsenic in Rocks and Soils on Residual Gravity.
During 2014 and 2015 Gold Standard personnel collected a total of 875 rock samples (412 in 2014 and 463 in 2015) from the area around
the Pinion Deposit (751 samples), at and around the Dark Star Deposit (116 samples) and at the Mill Creek (6 samples) and South Bullion
Fault (2 samples) targets (Figure 9.14). The rock sampling was designed to expand the rock geochemistry database in areas of known
hydrothermal alteration and mineralization, and perhaps more importantly, initiate sampling in areas that lacked geochemical sampling.
The rock samples included grab (scoop), chip and channel samples that were collected from outcrops and road cuts along field traverses
parallel to major topographic features. The 2014-2015 rock sampling program identified extensions to the existing known geochemical
anomalies at the Pinion, LT and Papoose Canyon targets as well as at Dark Star.
[remainder of page left blank intentionally]
-59-
Figure 9.14: Pinion Project Gold in Rocks for All 2014-2015 Rock Samples.
Chip and channel samples collected from jasperoid outcrops north of the Pinion North Zone returned several highly anomalous gold
results. The chip and channel samples were completed as continuous strings of surface samples and were used to guide drilling efforts and
may be useable in future resource work to bring mineralization in the subsurface to surface. The best result was obtained from three
contiguous channel samples that yielded a length weighted average grade of 2.15 ppm Au over 7.62 metres.
Approximately 175 of the 2014 rock grab/scoop samples were collected on a systematic basis along two large looping traverses southwest
of the Pinion Deposit but failed to identify any significant gold values or pathfinder element anomalies. The remainder of the samples were
collected along the interpreted fault structures immediately northwest of the Main Zone and along the west side of the North Zone of the
Pinion Deposit. The samples collected along structures near Pinion returned abundant anomalous gold assays with associated silver and
arsenic highlighting these structures as an important control on mineralization at Pinion.
Gold Standard geologists collected 49 rock chip samples from oxidized and altered multilithic, dissolution collapse breccia in surface
outcrop at Northwest Pinion (Figure 9.14). Altered and mineralized outcrops of multilithic, dissolution collapse breccia are exposed along
a west-northwest strike for over 760 m, in the foot wall of the South Fault Zone. Individual samples consisted of 1.2 to 4.6 m continuous
rock chip channels on larger outcrops or, panel samples from smaller outcrops. Gold assays for the samples ranged from 0.01 to 1.24 ppm
Au. Seven composite channel sample intervals returned gold values above the 0.14 g Au/t lower cut-off grade utilized in the Pinion NI
43-101 compliant mineral resource estimate summarized under “Mineral Resource Estimates” below. Drilling and surface rock sampling
results confirm that gold mineralization remains open to the north and northwest.
-60-
In 2015 a systematic surface sampling program, consisting 463 chip channel samples, was carried out over the Railroad-Pinion Project
area. A total of 218 samples were collected from oxidized and silicified multilithic breccia at the Sentinel Breccia target 300 metres north
and 100 metres west of the Far North Zone of gold mineralization at Pinion (Figure 9.14). The samples ranged from 0.6 metres to 3.1
metres in length with assay results up to 1.045 ppm Au. Continuous rock chip or channel samples returned the following weight-averaged,
composite intervals at a 0.14 ppm Au cutoff: 27.4 m at 0.35 ppm Au; 12.2 m at 0.46 ppm Au; 27.4 m at 0.32 ppm Au; 13.4 m at 0.30 ppm
Au; 10.4 m at 0.27 ppm Au; 9.1 m at 0.26 ppm Au and 21.3 m of 0.20 ppm Au.
Ten rock samples were collected from Northwest Pinion along the same northwest trending zone identified by sampling in 2014 with
values up to 0.93 ppm Au and 587 ppm As. A total of 116 rock samples were collected from the Dark Star area in 2015 including 68 from
Dark Star North, 9 from Dark Star and 39 samples south of Dark Star. The remaining samples were collected along the southeast trend of
the Papoose Canyon North and Papoose Canyon targets with results ranging from 0.02 to 0.32 ppm Au and 28.3 to 9321 ppm As.
Petrography
In late 2014, 16 samples of drill core from hole RRB13-01 within the Bald Mountain prospect were submitted for petrographic analysis
which revealed textures and mineralogy representing altered skarn mineralization (McComb, 2014). Garnet, largely replaced by silica and
iron oxides by a late Carlin-style silicification event, appears to have been the main skarn material. Ghosted outlines of pyroxene and
amphibole were also reported and the iron oxides observed were interpreted as replacing primary pyrrhotite.
In addition to the Bald Mountain drill core samples, one drill core sample of an unidentified igneous lithology from hole SB-137 and a
surface rock sample of limestone were submitted for analysis. A detailed description of the limestone sample was requested to assist in the
determination of its stratigraphic setting as a possible sample of the Tripon Pass Formation. The sample was described as a quartz silt
bearing biomicrite and is thus likely derived from the Tripon Pass Formation. The igneous unit intersected in hole SB-137 was determined
to be a lamprophyre (McComb, 2014).
Drilling
During 2010 to late 2013, Gold Standard completed a total of 180,756 feet (55,094 m) of drilling in 110 RC and core holes. The bulk of this
drilling was focused on the North Bullion Target, with lesser amounts of drilling at the Railroad, Central Bullion, Bullion Fault Corridor, LT,
North Ridge, Cherry Springs and Bald Mountain targets.
Following its acquisition of the Scorpio Pinion Interests in March 2014, Gold Standard initiated a data compilation and validation program of
the Pinion Deposit drill database followed by a Phase 1 confirmation drill program in mid-2014. The Company planned a multi-phase drill
program at Pinion with the initial phase intended to support ongoing geological modeling and database validation work, which also included a
significant re-logging program of available archived historic drill core and RC chips. The goal of this work was to complete geological
modeling and database validation in order to allow for an initial NI 43-101 mineral resource estimate for the Pinion Deposit, which was
completed in September, 2014. During mid-2014, Gold Standard also initiated drill database validation for the Dark Star Deposit. Upon
validation and review it was concluded that the data was of sufficient quality to conduct an NI 43-101 mineral resource estimate for the Dark
Star Deposit. The maiden NI 43-101 mineral resource estimate for the Dark Star Deposit was completed in March 2015 and is the subject of the
Dark Star Resource Report. See “ Mineral Resource Estimates ” below. During the fall 2014, the Company completed a follow-up Phase 2
drill program at the Pinion Deposit area designed to extend known mineralization and provide further infill intersections to tighten up the
existing model. A subsequent multi-phase drill program was completed in 2015 at both the Pinion and Dark Star Deposits. The 2015 Phase 1
drilling at Pinion and Dark Star was designed to extend areas of known shallow oxide gold mineralization along strike and at depth, and to test
targets identified by the 2014 program. The Phase 2 drilling focused on testing the most promising targets identified from the Phase 1 program.

Previous Drilling by Gold Standard
During 2010 to early 2012, Gold Standard completed a total of 63,969 feet (19,498 m) of RC and core drilling in 42 holes at the Railroad
Project. The bulk of this drilling was focused on the North Bullion Target, with lesser amounts of drilling at the Sylvania (formerly
Central Bullion), Railroad and North Ridge targets. A total of 17 of the 42 holes intersected > 10 feet (3.05 m) of > 0.010 oz Au/st (0.34
ppm or g/t Au). Between early 2012 and late 2013, Gold Standard completed a further 68 drill holes for a total of 116,787 feet (35,596 m)
at the Railroad Project area bringing the total drilling completed by Gold Standard at the Railroad Project as of late 2013 to 180,756 feet
(55,094 m) in 110 RC and core holes. The majority of the 2012 and 2013 drilling was conducted at North Bullion, Central Bullion,
Railroad and Bullion Fault Corridor target areas.
-61-
Early on in Gold Standard’s drilling Carlin-style, sediment-hosted gold mineralization was identified at the North Bullion Target, a blind
new discovery. Eleven out of the first 17 drill holes completed returned significant gold intercepts with greater than 1 ppm (0.029 oz/st)
over more than 10 ft (3.05 m), all but one of the holes was drilled at North Bullion. The anomalous intersection not at North Bullion was
completed at the Railroad Fault target area (Railroad). Highlights of the discovery holes at North Bullion are summarized in Table 10.2
below. The reported gold intervals are ‘down-hole’ intervals and thus they may or may not represent true thicknesses.
Table 10.2: Assay Intercept Highlights for Gold Standard Drilling in 2010, 2011 and Early 2012.
From
Hole Number (Meters)
RR10-01
4.6
RR10-03
76.2
86.9
272.8
RR10-04
232.9
RR10-06
120.4
268.2
RR10-08
118.9
266.7
341.4
RR10-09
350.5
RR10-11
163.1
309.4
RR10-12
100.6
140.2
155.4
RR10-13
22.9
RR10-16
237.7
incl
245.4
266.7
RR11-02
472.4
515.1
527.3
538
RR11-03
175.3
incl
285
incl
307.8
RR11-16
169.2
318.5
402.3
RR11-17
253.4
506.0
524.3
RR11-18
301.8
326.1
RR12-01
237.4
incl
278.9
RR12-2
256.0
326.7
356.9
To
(Meters)
24.4
82.3
93
277.4
239.3
131.1
309.4
125
298.7
384
379.5
173.7
391.7
126.5
146.3
162
42.7
254.5
248.4
272.8
475.5
521.2
530.4
541
397.8
365.8
336.8
225.6
330.7
437.4
256.0
512.1
538.0
309.4
403.9
401.1
321.6
271.0
342.1
385.9
Length (m)
19.8
6.1
6.1
4.6
6.4
10.7
41.2
6.1
32
42.6
29
10.6
82.3
25.9
6.1
6.6
19.8
16.8
3
6.1
3.1
6.1
3.1
3
222.5
80.8
29
56.4
12.2
35.1
2.6
6.1
13.7
7.6
77.8
163.7
42.7
15
15.4
29
From
(Feet)
15
250
285
895
764
395
880
390
875
1120
1150
535
1015
330
460
510
75
780
805
875
1550
1690
1730
1765
575
935
1010
555
1045
1320
831.5
1660
1720
990
1070
779
915
840
1072
1171
To
(Feet)
80
270
305
910
785
430
1015
410
980
1260
1245
570
1285
415
480
531.5
140
835
815
895
1560
1710
1740
1775
1305
1200
1105
740
1085
1435
840
1680
1765
1015
1325
1316
1055
889
1122.5
1266
Length
(Feet)
65
20
20
15
21
35
135
20
105
140
95
35
270
77
20
21.5
65
55
10
20
10
20
10
10
730
265
95
185
40
115
8.5
20
45
25
255
537
140
49
50.5
95
Au (oz/st)
0.010
0.015
0.010
0.015
0.019
0.016
0.026
0.017
0.038
0.035
0.017
0.030
0.012
0.076
0.012
0.012
0.010
0.012
0.035
0.033
0.002
0.016
0.054
0.082
0.019
0.034
0.059
0.125
0.022
0.012
0.071
0.038
0.018
0.048
0.075
0.099
0.274
0.034
0.028
0.029
Au ppm
0.34
0.51
0.34
0.51
0.65
0.55
0.89
0.58
1.30
1.20
0.58
1.03
0.41
2.61
0.41
0.41
0.34
0.41
1.20
1.13
0.07
0.55
1.85
2.81
0.65
1.17
2.02
4.29
0.75
0.41
2.43
1.30
0.62
1.65
2.57
3.39
9.39
1.17
0.96
0.99
The new mineralization discovered at North Bullion is not exposed at surface and was not recognized prior to Gold Standard’s drilling.
The gold mineralization is associated with strongly altered breccia zones, often comprising two spatially separate zones, and is associated
with sooty sulphides. The gold mineralization occurs in two distinct stratigraphic settings: at the contact between the Devonian Devil’s
Gate Formation and lowermost Mississippian clastic sediments, often associated with a calcarenite, as well as higher in the Mississippian
section beneath or at the lower contact of the Tripon Formation silty micrite unit. The main alteration associated with gold mineralization
is often silicification along with barite. Widespread dolomitization is also associated with the mineralization as a more distal alteration
product in the carbonates.
-62-
Drilling on targets outside of North Bullion focused on testing geologic, geophysical and/or geochemical targets for gold, silver and/or
base metal mineralization.
Gold Standard drilling results for mid 2012 to late 2013 are summarized below by target area. The reported gold intervals below are
‘down-hole’ intervals and thus they may or may not represent true thicknesses. In general, the gold distribution within these large, complex
breccia bodies tends to be irregular and the determination of ‘true widths’ for mineralized zones will require data compilation and
geological modeling, which has not yet been completed for any of the drilled targets at the Railroad Project.
The location of example cross-sections for North Bullion, Bald Mountain and the Sylvania targets are provided on Figure 10.1. The
example cross-sections are provided as Figures 10.3 to 10.5 and the highest gold value obtained for every drill hole to date is shown on
Figure 10.2.
[remainder of page left blank intentionally]
-63-
Figure 10.1: Railroad – Pinion Project Cross-Section Locations on Residual Gravity.
-64-
Figure 10.2: Highest Au Assay for Each Drill Hole, Exploration Targets and Geology.
-65-
North Bullion
A total of 57 RC, diamond core and combination RC/core holes totaling 90,808 ft (27,678 m) representing more than 50% of all of Gold
Standard’s drilling to the end of 2013 was completed at the North Bullion Target. Drilling at North Bullion has continued almost non-stop
from 2011 to late 2013 to follow-up the blind discovery of North Bullion gold mineralization as summarized by Hunsaker (2012b),
Shaddrick (2012) and Koehler et al . (2014). To date, core drilling has been the most effective way of evaluating and vectoring into higher
grade gold zones of this Carlin/Rain Style target, as the hydrothermal alteration and gold mineralization are not exposed at surface. Twenty
nine (29) of thirty three (33) core holes drilled during mid-2012 to 2013 yielded positive gold results in the upper and/or lower breccia
zones at the North Bullion Target. See Table 10.3 below.
Table 10.3: Significant Drill Hole Intercepts late 2012 and 2013 – North Bullion Deposit.
Hole ID
RR12-04
RR12-05
RR12-07
RR12-08
RR12-10
including
including
RR12-11
including
RR12-13
RR12-15
RR12-18
RR12-19
RR12-20
RR12-24
including
RR12-25
RR12-26
From (m)
275.0
320.1
551.2
105.8
163.4
276.1
360.3
409.4
269.5
422.2
218.0
218.0
233.8
355.5
422.9
195.4
196.8
340.9
105.8
238.7
277.1
363.7
64.6
134.4
245.1
275.3
478.1
256.7
354.0
331.1
466.6
89.3
264.3
281.4
306.4
161.5
351.2
25.9
To (m)
304.8
334.7
557.9
113.7
189.6
321.9
368.8
423.1
278.6
428.3
342.1
261.3
250.3
407.7
556.4
201.2
200.0
473.5
119.8
262.2
330.2
385.0
93.3
157.6
251.2
316.2
486.6
268.6
361.9
334.9
472.1
95.1
273.8
321.6
321.6
165.2
357.9
35.0
Significant Drill Intercepts – North Bullion Target
Length (m)
From (ft)
To (ft)
Length (ft)
29.8
902
1000
98
14.6
1050
1098
48
6.7
1808
1830
22
7.9
347
373
26
26.2
536
622
86
45.8
906
1056
150
8.5
1182
1210
28
13.7
1343
1388
45
9.1
884
914
30
6.1
1385
1405
20
124.1
715
1122
407
43.3
715
857
142
16.5
767
821
54
52.2
1166
1337
171
133.5
1387
1825
438
5.8
641
660
19
3.2
645.5
656
10
132.6
1118
1553
435
14
347
393
46
23.5
783
860
77
53.1
909
1083
174
21.3
1193
1263
70
28.7
212
306
94
23.2
441
517
76
6.1
804
824
20
40.9
903
1037
134
8.5
1568
1596
28
11.9
842
881
39
7.9
1161
1187
26
3.8
1086
1098.5
12.5
5.5
1530.5
1548.5
18
5.8
293
312
19
9.5
867
898
31
40.2
923
1055
132
15.2
1005
1055
50
3.7
530
542
12
6.7
1152
1174
22
9.1
85
115
30
Au (oz/t)
0.058
0.013
0.020
0.012
0.061
0.014
0.016
0.017
0.014
0.013
0.118
0.220
0.440
0.015
0.013
0.100
0.160
0.011
0.026
0.015
0.020
0.020
0.012
0.016
0.011
0.023
0.033
0.013
0.038
0.031
0.012
0.022
0.017
0.039
0.072
0.023
0.012
0.015
Au (ppm)
1.99
0.45
0.69
0.41
2.09
0.48
0.55
0.58
0.48
0.45
4.05
7.54
15.09
0.51
0.45
3.43
5.49
0.38
0.89
0.51
0.69
0.69
0.41
0.55
0.38
0.79
1.13
0.45
1.30
1.06
0.41
0.75
0.58
1.34
2.47
0.79
0.41
0.51
-66-
RR12-27
RR12-30
RR13-01
RR13-02
including
RR13-03
including
RR13-04
including
RR13-05
including
RR13-06
RR13-07
including
including
RR13-08
including
including
including
including
RR13-09
including
including
RR13-10
including
RR13-11
including
including
RR13-12
151.2
265.2
292.4
316.2
366.4
524.4
581.7
226.5
296.6
304.9
159.5
189.3
190.0
307.6
357.6
395.7
150.0
285.6
287.9
361.8
155.8
239.9
242.4
256.6
429.2
150.5
211.0
301.2
336.0
236.2
273.5
343.6
385.4
192.1
195.1
205.3
303.6
336.9
352.1
384.1
389.0
248.8
270.1
389.6
290.9
342.4
459.5
209.1
224.7
299.7
313.4
322.2
354.2
230.8
168.0
271.3
307.0
331.4
370.1
532.0
602.1
233.8
375.0
311.9
165.6
200.0
192.4
337.8
363.7
422.5
160.1
354.2
294.7
428.7
176.2
249.0
247.6
368.8
453.8
155.5
233.1
322.2
394.2
365.2
286.6
357.9
406.1
200.0
200.0
230.8
377.1
344.5
364.3
416.1
396.9
254.1
372.2
429.7
311.3
353.7
490.9
244.2
230.8
370.4
411.6
327.4
371.3
242.1
16.8
6.1
14.6
15.2
3.7
7.6
20.4
7.3
78.4
7
6.1
10.7
2.4
30.2
6.1
26.8
10.1
68.6
6.8
66.9
20.4
9.1
5.2
112.2
24.6
5
22.1
21
58.2
129
13.1
14.3
20.7
7.9
4.9
25.5
73.5
7.6
12.2
32
7.9
5.3
102.1
40.1
20.4
11.3
31.4
35.1
6.1
70.7
98.2
5.2
17.1
11.3
496
870
959
1037
1202
1720
1908
743
973
1000
523
621
626
1009
1173
1298
492
937
944.5
1187
511
782
795
842
1408
493.5
692
988
1102
775
897
1127
1264
630
640
673.5
996
1105
1155
1260
1276
816
886
1278
954
1123
1507
686
737
983
1028
1057
1162
757
551
890
1007
1087
1214
1745
1975
767
1230
1023
543
656
631
1108
1193
1386
525
1162
967
1406.5
578
817
812
1210
1489
510
764.5
1057
1293
1198
940
1174
1332
656
656
757
1237
1130
1195
1365
1302
833.5
1221
1409.5
1021
1160
1610
801
757
1215
1350
1074
1218
794
55
20
48
50
12
25
67
24
257
23
20
35
5
99
20
88
33
225
22.5
219.5
67
35
17
368
81
16.5
72.5
69
191
423
43
47
68
26
16
83.5
241
25
40
105
26
17.5
335
131.5
67
37
103
115
20
232
322
17
56
37
0.057
0.014
0.011
0.022
0.061
0.010
0.031
0.013
0.027
0.066
0.011
0.044
0.160
0.021
0.013
0.019
0.019
0.013
0.062
0.025
0.028
0.068
0.117
0.016
0.015
0.017
0.059
0.020
0.015
0.026
0.064
0.055
0.014
0.110
0.164
0.055
0.107
0.352
0.202
0.029
0.091
0.047
0.025
0.013
0.050
0.049
0.021
0.053
0.185
0.016
0.095
0.147
0.291
0.024
1.95
0.48
0.38
0.75
2.09
0.34
1.06
0.45
0.93
2.26
0.38
1.51
5.49
0.72
0.45
0.65
0.65
0.45
2.13
0.86
0.96
2.33
4.01
0.55
0.51
0.58
2.02
0.69
0.51
0.89
2.19
1.89
0.48
3.77
5.62
1.89
3.67
12.07
6.93
0.99
3.12
1.61
0.86
0.45
1.71
1.68
0.72
1.82
6.34
0.55
3.26
5.04
9.98
0.82
including
RR13-14
including
339.6
366.7
294.7
297.9
337.5
431.4
380.3
325.3
307.5
377.4
91.8
13.6
30.6
9.6
39.9
1114
1203
966.5
977
1107
-67-
1415
1247.5
1067
1008.5
1238
301
44.5
100.5
31.5
131
0.031
0.117
0.036
0.072
0.019
1.06
4.01
1.23
2.47
0.65
In the upper breccia zone, drilling expanded the plan extent of gold mineralization and continued to confirm the continuity of gold
mineralization. Some of the better intercepts from the upper zone breccia include: 407 ft (124.05 m) of 0.118 oz Au/st (4.05 ppm Au)
including 54 ft (16.46 m) of 0.440 oz Au/st (15.08 ppm Au) in RR12-10 and 257 ft (78.33 m) of 0.027 oz Au/st (0.93 ppm Au) in RR13-02
(see Table 10.3).
In the lower collapse breccia zone, drilling identified a previously unrecognized higher-grade zone of gold mineralization and expanded
the overall strike and width of gold mineralization. Some of the better intercepts from the lower zone breccia include: 241 ft (73.46 m) of
0.107 oz Au/st (3.67 ppm Au) including two higher grade internal intervals of 25 ft (7.62 m) of 0.352 oz Au/st (12.07 ppm Au) and 40 ft
(12.19 m) of 0.202 oz Au/st (6.93 ppm Au) in RR13-08 and 322 ft (98.15 m) of 0.095 oz Au/st (3.26 ppm Au) including 56 ft (17.07 m) of
0.291 oz Au/st (9.98 ppm Au) in RR13-11 (see Table 10.3).
An example schematic cross-section (North 4488800) for the North Bullion Deposit (location on Figure 10.1) is provided as Figure 10.3
below.
Figure 10.3: North Bullion Example Cross-Section N4488800.
-68-
Bald Mountain
One vertical, diamond core hole comprised of 2,035 ft (620.27 m) in length was completed at Bald Mountain to follow-up on historic RC
drilling. Results of this hole confirmed the presence of a vertically extensive zone of hydrothermal alteration, collapse brecciation, igneous
dikes, and a significant oxide gold and copper system hosted in hornfelsed rocks (see Table 10.4 below). A cross section displaying the
2013 drill hole is provided as Figure 10.4. These results verify the deposit model being used, the presence of a large mineralizing system,
and the discovery of a new mineralized zone. Based upon this result, further drilling is warranted at the Bald Mountain target.
Table 10.4: Significant Drill Results 2013 – Bald Mountain Target.
Hole ID
RRB13-01
Including
and
From (m)
206.4
212.6
260.9
To (m)
262.5
219.9
296.0
Significant Drill Intercepts – Bald Mountain Target
Length (m) From (ft)
To (ft)
Length (ft)
Au (oz/t) Au (ppm)
56.1
677
861
184
0.043
1.47
7.3
697.5
721.5
24
0.165
5.66
35.1
856
971
115
Cu %
0.31
Figure 10.4: Bald Mountain Example Cross-Section N4486800.
Sylvania (formerly Central Bullion )
Gold Standard drilled five core holes testing geologic targets at Central Bullion, bringing the total Gold Standard drilling to 9 holes
totaling 13,835 ft (4,217 m) at Sylvania. Significant drill results for the 2012 and 2013 drilling are summarized in Table 10.5 below. All
five holes intersected significant silver mineralization, with the best intercepts of 250 ft (76.2 m) of 1.28 oz Ag/st (43.9 ppm Ag) and 187 ft
(57 m) of 1.70 oz Ag/st (58.3 ppm Ag) in RRB12-03. Significant copper, lead and zinc mineralization was also intersected in the
drilling. The best copper intercept was 187 ft (57 m) of 0.78% Cu in RRB12-03. Drilling results confirmed the skarn deposit model, the
presence of a significant mineralizing system, and discovered a new mineralized zone. A schematic cross section for the Sylvania
mineralized zone is included as Figure 10.5.
-69-
Table 10.5 : Significant Drill Results 2012 and 2013 – Sylvania Target.
Hole ID
RRB12-01
RRB12-02
RRB12-03
including
including
RRB13-02
RRB13-03
From (m) To (m)
0
0
31.7
202.1
285.1
6.1
13.7
207.3
278.4
278.4
360.4
393.3
91.8
123.3
138.4
189.6
247.5
22.6
91.2
4.9
15.7
32.9
205.8
287.4
82.3
33.5
216.5
335.4
291.8
368.5
406.1
98.5
127.7
146.8
196.3
254.7
43.0
99.1
Length
(m)
4.9
15.7
1.2
3.7
2.3
76.2
19.8
9.2
57
13.4
8.1
12.8
6.7
4.4
8.4
6.7
7.2
20.4
7.9
Significant Drill Intercepts – Central Bullion Target
From (ft) To (ft) Length (ft) Ag (oz/st) Ag (ppm)
0
0
104
663
935
20
45
680
913
913
1182
1290
301
404.5
454
622
812
74
299
16
51.5
108
675
942.5
270
110
710
1100
957
1208
1332
323
419
481.5
644
835.5
141
325
Figure 10.5: Sylvania Example Cross-Section E583550.
-70-
16
51.5
4
12
7.5
250
65
30
187
44
26
42
22
14.5
27.5
22
23.5
67
26
4.36
Cu %
Pb %
Zn %
0.34
0.78
1.73
1.08
0.79
149.49
6.15
1.30
6.16
1.28
3.06
0.71
1.70
6.42
0.63
0.67
0.54
1.73
0.92
6.71
0.25
210.86
44.57
211.20
43.89
104.92
24.34
58.29
220.12
21.60
22.97
18.51
59.31
31.54
230.06
8.57
0.29
9.94
0.25
0.80
0.27
0.78
2.48
0.78
0.52
0.30
0.29
0.24
0.75
0.27
0.42
0.19
0.31
0.22
0.11
0.24
0.83
0.56
0.25
0.64
0.18
0.23
0.21
Railroad Fault
During the period, Gold Standard drilled a total of eight RC and/or core holes along this west-northwest striking fault corridor testing for
Carlin/Rain Style sediment-hosted gold zones bringing the total Gold Standard drilling at the target to eleven holes totaling 14,329 ft
(4,367 m). The best intercepts for the period were in drill hole RR12-12, which intersected 20 ft (6.1 m) of 0.011 oz Au/st (0.38 ppm Au)
and 5 feet (1.52 m) of 2.45 oz Ag/st (84.0 ppm Ag).
Bullion Fault Corridor
During 2012 and 2013 a total of 7 holes totaling 13,636 ft (4,156 m), including one that has not yet been completed, tested geological and
geophysical targets along strike of the Bullion Fault. The holes were collared in the hanging wall of the westernmost strands of the Bullion
Fault and intersected numerous Eocene rhyolite and dacite dikes and sills as the holes crossed into altered footwall rocks. These dikes and
sills are similar to those closely associated with the gold mineralization at North Bullion.
The majority of the drilling within the BFC was RC, with one core tail completed in BFC13-03. The drill holes intersected thick intervals
of anomalous gold and anomalous arsenic within dolomitized, silicified and clay altered Paleozoic sedimentary rocks.
Cherry Springs
During 2012, two RC precollar/diamond core tail drill holes for a total of 3,667 ft (1,118 m) were completed at the Cherry Springs Target
to drill test geologic and geophysical targets. The best intercepts were obtained from drill hole RR12-29, which intersected 18 ft (5.49 m)
of 0.021 oz Au/st (0.72 ppm Au) and 13 ft (3.96 m) of 10.94 oz Ag/st (375 ppm Ag).
LT
During the period, Gold Standard completed six RC drill holes for a total of 9,930 ft (3,027 m) testing geological, geochemical and
geophysical features at the LT Target. Results from the six holes included 15 ft (4.57 m) of 0.031 oz Au/st (1.06 ppm Au) in drill hole
LT12-03.
North Ridge
One RC precollar/diamond core tail drill hole was completed at the North Ridge Target during the period bringing Gold Standard's total to
three drill holes totaling 8,633 ft (2,631 m). The drill hole did not intersect significant gold mineralization.

2014 Drilling by Gold Standard
Pinion Area Drilling
Following the amalgamation of the Pinion Project in early 2014, Gold Standard compiled and validated the existing Pinion Deposit drill
database. The Company then initiated a multi-phase drill program at Pinion with the initial phase of drilling intended to support ongoing
geological modeling and database validation in order to allow for an initial resource estimate for the Pinion Deposit. The 2014 Phase 1
Pinion drill program comprised 5,630 ft (1,716 m) of RC drilling in 9 holes and 1,584 ft (483 m) of diamond drilling in four holes. The
drilling was focused on the North Zone and northern portion of the Main Zone mineralization located within the Pinion Deposit. The Phase
1 drilling was utilized to construct and improve the geological model for gold mineralization at Pinion prior to conducting a resource
estimate. Highlights of the Phase 1 drilling are provided in Table 10.6 below.
-71-
Table 10.6: 2014 Phase 1 Pinion Deposit Drilling Intersection Highlights.
Drillhole
PIN14-01
including
PIN14-02
including
including
PIN14-03
PIN14-04
PIN14-05
including
and
PIN14-06
including
including
PIN14-07
PIN14-08
including
PIN14-09
PIN14-10
PIN14-11
including
PIN14-12
including
including
including
PIN14-13
including
From (m)
1.52
9.75
18.29
18.29
18.29
54.86
39.62
121.92
124.97
231.65
41.76
41.76
52.43
140.21
10.67
38.56
138.68
115.82
108.20
112.78
66.29
70.41
70.41
70.41
172.21
181.36
To (m)
71.32
17.07
33.53
25.91
21.34
62.48
57.91
161.54
149.35
284.99
71.93
60.96
57.00
152.40
47.24
43.59
153.92
141.73
173.74
126.49
114.60
109.73
87.33
77.42
193.55
187.45
Length (m) From (ft)
69.80
5
7.32
32
15.24
60
7.62
60
3.05
60
7.62
180
18.29
130
39.62
400
24.38
410
53.34
760
30.18
137
19.20
137
4.57
172
12.19
460
36.58
35
5.03
126.5
15.24
455
25.91
380
65.53
355
13.72
370
48.31
217.5
39.32
231
16.92
231
7.01
231
21.34
565
6.10
595
To (ft) Length (ft) Au (opt) Au (ppm) Ag (opt) Ag (ppm)
234
229
0.03
0.89
0.26
8.97
56
24
0.07
2.31
0.48
16.52
110
50
0.01
0.44
0.03
1.07
85
25
0.02
0.72
0.04
1.52
70
10
0.04
1.51
0.08
2.65
205
25
0.01
0.29
0.04
1.23
190
60
0.01
0.30
0.06
2.06
530
130
0.03
1.01
0.01
0.36
490
80
0.04
1.46
0.14
4.88
935
175
0.01
0.39
0.08
2.80
236
99
0.04
1.30
0.34
11.49
200
63
0.06
1.89
0.48
16.46
187
15
0.17
5.96
1.37
46.92
500
40
0.04
1.23
0.31
10.49
155
120
0.04
1.23
0.55
18.93
143
16.5
0.16
5.63
0.29
10.02
505
50
0.01
0.42
0.11
3.94
465
85
0.02
0.57
0.21
7.35
570
215
0.03
0.89
0.22
7.65
415
45
0.07
2.51
0.44
15.23
376
158.5
0.02
0.77
0.22
7.57
360
129
0.03
0.91
0.26
9.01
286.5
55.5
0.04
1.33
0.37
12.75
254
23
0.06
2.13
0.41
14.02
635
70
0.02
0.81
0.33
11.25
615
20
0.05
1.66
0.59
20.12
During September and October 2014, Gold Standard completed a Phase 2 drilling program at the Pinion Deposit area that comprised 44
RC drill holes for total of 35,730 ft (10,891 m) and a total of 5 RC holes for a total of 6,220 ft (1,900 m) at the Bald Mountain target area.
The Phase 2 Pinion RC drilling was designed to extend areas of known shallow oxide gold mineralization along strike and at depth, and to
test new targets identified by the Phase 1 program and the new 3D geological and gold mineralization model developed during the Phase 1
program. The follow-up Phase 2 drilling during 2014 was not included in the September, 2014 maiden resourceestimate for the Pinion
Deposit; however the results are included in the 2016 resource update provided below (see “ Mineral Resource Estimates ”). Gold
mineralization at Pinion is very continuous and widespread within a highly permeable, silicified, and oxidized collapse breccia which is
favorably sandwiched between relatively impermeable silty micrite of the overlying Mississippian Tripon Pass Formation and
thick-bedded calcarenite of the underlying Devonian Devil’s Gate Formation. The extent of gold mineralization is controlled by the
development and magnitude of multilithic collapse breccia, which in turn is stratigraphically and structurally controlled. The results of the
2014 Phase 2 drilling are summarized below in Table 10.7.
-72-
Table 10.7: 2014 Phase 2 Pinion Deposit Drilling Intersection Highlights.
Hole Number
PIN14-14
including
and
PIN14-15
including
PIN14-16
including
PIN14-17
and
PIN14-18
including
PIN14-19
including
including
and
including
PIN14-20
including
PIN14-21
PIN14-22
PIN14-23
including
and
PIN14-24
including
including
PIN14-25
including
and
PIN14-26
including
including
PIN14-27
including
PIN14-28
PIN14-29
PIN14-30
including
including
From (m)
173.74
173.74
242.32
0.00
74.68
74.68
216.41
217.93
99.06
134.11
153.92
178.31
176.78
176.78
184.40
231.65
260.60
126.49
126.49
161.54
3.05
179.83
188.98
188.98
205.74
0.00
0.00
1.52
259.08
278.89
377.95
193.55
193.55
193.55
175.26
176.78
160.02
65.53
176.78
176.78
176.78
To (m)
195.07
190.50
256.03
4.57
161.54
115.82
272.80
251.46
115.82
156.97
185.93
184.40
291.08
202.69
198.12
291.08
271.27
190.50
152.40
196.60
10.67
182.88
225.55
193.55
220.98
134.11
97.54
18.29
309.37
298.70
408.43
275.84
225.55
202.69
213.36
184.40
188.98
85.34
262.13
199.64
181.36
Length (m)
21.34
16.76
13.72
4.57
86.87
41.15
56.39
33.53
16.76
22.86
32.00
6.10
114.30
25.91
13.72
59.44
10.67
64.01
25.91
35.05
7.62
3.05
36.58
4.57
15.24
134.11
97.54
16.76
50.29
19.81
30.48
82.30
32.00
9.14
38.10
7.62
28.96
19.81
85.34
22.86
4.57
From (ft)
570
570
795
0
245
245
710
715
325
440
505
585
580
580
605
760
855
415
415
530
10
590
620
620
675
0
0
5
850
915
1240
635
635
635
575
580
525
215
580
580
580
-73-
To (ft)
640
625
840
15
530
380
895
825
380
515
610
605
955
665
650
955
890
625
500
645
35
600
740
635
725
440
320
60
1015
980
1340
905
740
665
700
605
620
280
860
655
595
Length (ft)
70
55
45
15
285
135
185
110
55
75
105
20
375
85
45
195
35
210
85
115
25
10
120
15
50
440
320
55
165
65
100
270
105
30
125
25
95
65
280
75
15
Au (oz/st)
0.015
0.018
0.006
0.006
0.007
0.009
0.015
0.023
0.006
0.011
0.066
0.114
0.016
0.020
0.033
0.017
0.036
0.007
0.011
0.040
0.008
0.023
0.007
0.019
0.010
0.006
0.007
0.015
0.012
0.023
0.007
0.008
0.017
0.044
0.022
0.065
0.013
0.006
0.004
0.008
0.017
Au (ppm)
0.51
0.62
0.19
0.21
0.23
0.32
0.52
0.80
0.22
0.37
2.25
3.90
0.55
0.69
1.14
0.60
1.23
0.24
0.39
1.36
0.27
0.78
0.25
0.65
0.33
0.20
0.23
0.50
0.42
0.81
0.25
0.28
0.58
1.49
0.74
2.22
0.44
0.21
0.15
0.28
0.60
and
PIN14-31
including
PIN14-32
including
and
PIN14-33
including
PIN14-34
including
PIN14-35
including
PIN14-36
including
and
including
PIN14-37
including
and
including
including
PIN14-38
including
including
PIN14-39
including
PIN14-40
and
including
PIN14-41
including
PIN14-42
and
including
PIN14-43
including
PIN14-44
including
PIN14-45
including
and
PIN14-46
PIN14-47
and
including
192.02
160.02
166.12
65.53
70.10
115.82
182.88
182.88
124.97
152.40
86.87
86.87
36.58
38.10
77.72
86.87
53.34
53.34
123.44
126.49
164.59
202.69
222.50
243.84
108.20
134.11
76.20
160.02
196.60
15.24
96.01
80.77
152.40
170.69
551.69
551.69
108.20
108.20
21.34
35.05
65.53
76.20
56.39
115.82
187.45
199.64
193.55
176.78
88.39
80.77
120.40
230.12
199.64
172.21
172.21
118.87
91.44
53.34
45.72
134.11
111.25
65.53
56.39
224.03
135.64
170.69
268.22
257.56
249.94
170.69
156.97
82.30
210.31
208.79
71.63
105.16
91.44
239.27
198.12
612.65
560.83
137.16
111.25
88.39
48.77
86.87
105.16
64.01
199.64
199.64
7.62
33.53
10.67
22.86
10.67
4.57
47.24
16.76
47.24
19.81
32.00
4.57
16.76
7.62
56.39
24.38
12.19
3.05
100.58
9.14
6.10
65.53
35.05
6.10
62.48
22.86
6.10
50.29
12.19
56.39
9.14
10.67
86.87
27.43
60.96
9.14
28.96
3.05
67.06
13.72
21.34
28.96
7.62
83.82
12.19
630
525
545
215
230
380
600
600
410
500
285
285
120
125
255
285
175
175
405
415
540
665
730
800
355
440
250
525
645
50
315
265
500
560
1810
1810
355
355
70
115
215
250
185
380
615
-74-
655
635
580
290
265
395
755
655
565
565
390
300
175
150
440
365
215
185
735
445
560
880
845
820
560
515
270
690
685
235
345
300
785
650
2010
1840
450
365
290
160
285
345
210
655
655
25
110
35
75
35
15
155
55
155
65
105
15
55
25
185
80
40
10
330
30
20
215
115
20
205
75
20
165
40
185
30
35
285
90
200
30
95
10
220
45
70
95
25
275
40
0.014
0.032
0.066
0.011
0.018
0.007
0.008
0.018
0.009
0.013
0.014
0.081
0.022
0.035
0.005
0.008
0.021
0.058
0.007
0.016
0.019
0.026
0.044
0.198
0.004
0.007
0.010
0.009
0.015
0.006
0.008
0.011
0.014
0.021
0.010
0.024
0.019
0.070
0.006
0.009
0.007
0.004
0.008
0.004
0.007
0.46
1.08
2.26
0.36
0.61
0.23
0.26
0.61
0.30
0.46
0.49
2.79
0.75
1.22
0.17
0.26
0.71
1.99
0.23
0.56
0.65
0.90
1.52
6.78
0.15
0.24
0.34
0.30
0.52
0.21
0.27
0.39
0.47
0.72
0.35
0.82
0.64
2.40
0.19
0.30
0.24
0.14
0.28
0.13
0.25
and
and
PIN14-48
PIN14-49
PIN14-50
including
PIN14-51
PIN14-52
including
PIN14-53
PIN14-54
including
PIN14-55
PIN14-56
including
including
PIN14-57
including
243.84
291.08
275.84
298.70
32.00
7.62
51.82
144.78
192.02
80.77
182.88
187.45
28.96
56.39
57.91
57.91
210.31
202.69
91.44
237.74
208.79
99.06
109.73
67.06
6.10
65.53
10.67
10.67
54.86
21.34
70.10
53.34
9.14
278.89
278.89
315.47
138.68
138.68
359.66
333.76
329.18
147.83
143.26
80.77
54.86
13.72
9.14
4.57
800
905
955
980
no significant intersection
170
190
475
690
630
665
265
300
600
780
615
685
95
325
185
360
190
220
no significant intersection
915
1180
915
1095
1035
1080
455
485
455
470
105
25
0.011
0.021
0.39
0.70
20
215
35
35
180
70
230
175
30
0.005
0.009
0.031
0.005
0.014
0.020
0.004
0.006
0.014
0.19
0.30
1.06
0.16
0.48
0.69
0.12
0.22
0.48
265
180
45
30
15
0.008
0.011
0.017
0.020
0.030
0.28
0.38
0.57
0.67
1.02
All but two holes (PIN14-48 and PIN14-55) completed in the Phase 2 Program intersected significant gold mineralization. These two holes
were drilled to extend gold mineralization to the northwest of the Pinion Deposit (see Figure 10.8 below). A further four holes intersected
only weak gold mineralization over a variety of widths (<0.2 ppm over thicknesses ranging from 6.1 m up to 70 m). Three of these holes
(PIN14-49, PIN14-51 and PIN14-53) were drilled to extend the Pinion gold zone to the northwest. One of the holes, PIN14-46, was drilled
to extend gold mineralization of the North Zone to the north (see Figure 10.6 below).
Figure 10.6: Pinion
Grade x Thickness Contours along with calculated product for Phase 2 holes.
-75-
Highlights of the 2014 Phase 2 Pinion drilling are provided in Table 10.7 and Figure 10.6 above and are summarized below:
East Pinion
Along the central east side of Pinion, a total of 15 RC holes intersected gold associated with oxidized multilithic, dissolution collapse
breccia southeast, south and east of the near surface Main Zone mineralization (see Figures 10.7 and 10.8 below). Some infill drilling was
completed in order to extend the gold zone in gaps where prior historic drilling was not completed to the currently modelled depth of the
gold zone or where mineralization was complicated by faults. Other drill holes were planned to expand mineralization in undrilled areas.

At the new Anticline Target, gold bearing intercepts in PIN14-14, 16, 18 and 21 confirmed and expanded oxidized gold
mineralization along the axis of a north-northeast-striking anticline (including up to 0.8 ppm over 33.53 m hole length in hole
PIN14-16, 2.25 ppm over 32.0 m hole length in hole PIN14-18 and 1.36 ppm over 35.05 m hole length in hole PIN14-21; Table
10.7). The four holes drilled into this target successfully intersected mineralization over a strike length of 170 m, representing a
separate zone of thicker, higher grade gold extending south-southwest from the Main Zone mineralization. Higher grade intervals,
exceeding 2.0 ppm in PIN14-18 and -21, remain open along strike to the south.

The gold-bearing intercept in PIN14-19 (0.55 ppm over 114.3 m hole length including two separate zones of 1.14 ppm over 13.72 m
and 1.12 ppm over 10.67 m hole length; Table 10.7) successfully expanded the southeast strike extent of thicker breccia hosted
mineralization along the Main Zone fault, an important gold-controlling structure at Pinion. This hole demonstrates that thick gold
intercepts, developed well down into brecciated Devil’s Gate calcarenite, could be present southeast beneath the bottoms of shorter
historic drill holes in that area.

Along the eastern limb of the new Anticline Target, holes PIN14-23, -26, -27, -30, -31 and -33 successfully intersected oxide gold
mineralization along a previously undrilled 200 m by 100 m north-northeast trend. Highlight intersections include 0.58 ppm over
32.0 m hole length including 1.49 ppm over 9.14 m in hole PIN14-26, 0.74 ppm over 38.1 m hole length including 2.22 ppm over
7.62 m in hole PIN14-27 and 1.08 ppm over 33.53 m hole length in hole PIN14-31 (Table 10.7).

At East Pinion, holes PIN14-20 and PIN14-22 expanded the lateral extent of the breccia hosted gold zone 75 m to the north and 75
m to the east, respectively, from historic drill intercepts. Mineralization in PIN14-20 is open to the north for additional exploration.

Gold bearing intercepts in PIN14-15 and PIN14-17 successfully in-filled an area on the east side of Pinion where historic drill holes
were spaced 30 to 60 meters apart.
Southeast Pinion
Three target areas were tested by a series of eight holes: New Structural Block, Southeast Pinion and Far Southeast Pinion. The key
multilithic, dissolution collapse breccia host was intersected in all ten holes and the areal extent of the host breccia was expanded to the
south and east. Prior to the Gold Standard drilling, these target areas were characterized by no historic drill holes or historic holes spaced
60 to 400 m apart. Similar to the targets explored in Phase 1 drilling, gold mineralization is continuous and widespread within this highly
permeable, silicified breccia which is favorably sandwiched between relatively impermeable silty micrite of the overlying Mississippian
Tripon Pass Formation and thick-bedded calcarenite of the underlying Devil’s Gate Formation.

At the Southeast Pinion target, where the gold-bearing horizon has tended to be deeper, drill holes PIN14-36 and PIN14-37
intersected shallow oxidized gold mineralization (including 16.8 m of 0.75 ppm Au and 12.2 m of 0.71 ppm Au, respectively)
starting at approximately 40 m below surface. In this target area, a gold-bearing layer has unexpectedly intersected higher in the
stratigraphic section within the Tripon Pass Formation silty micrite, resulting in a gold horizon present at a shallow depth.
-76-

At the New Structural Block target, five holes successfully intersected gold-bearing multilithic, dissolution collapse breccia in this
previously untested structural block between the South fault and the Uplifter fault. PIN14-38 intersected an entirely oxidized
interval of 48.8 m of 1.16 ppm Au from 202.7 to 251.5 m, including a higher grade internal interval of 6.1 m of 6.78 ppm
Au. PIN14-38 is on the edge of the drill pattern and this oxide mineralization is open to the south. The gold zone intersected in
holes PIN14-40, -42 and -47 is dominantly oxidized, but select intervals are mixed oxide-carbon-sulfide.

At the Far Southeast Pinion target, gold-bearing intercepts in PIN14-25 successfully expanded the lateral extent of the breccia
hosted mineralization 400 m to the southeast of the Pinion Deposit. This gold intercept is open in multiple directions.
The three target areas noted above exhibit similar geological patterns including: (1) an increase in the volume and thickness of intrusive
rock; (2) the presence of lamprophyre, an igneous rock commonly associated with gold deposits on the Carlin Trend; (3) gold-bearing
multilithic, dissolution collapse breccia in the hanging wall of a shallow, west-dipping thrust fault that is a laterally-continuous feature as
tracked through the drilling. Due to the potential for repetition of the favourable breccia stratigraphy, deeper untested targets similar to
those at North Bullion are envisioned at this portion of Pinion.
Southwest-West Pinion
A total of four holes were designed to test for and extend gold mineralization along the west-southwest margin of the known Pinion gold
mineralization (Figure 10.8). All four holes intersected significant gold mineralization associated with oxidized multilithic, dissolution
collapse breccia. Highlights of the drilling include the following:

At the west Pinion target, three holes successfully intersected oxidized gold bearing multilithic, dissolution collapse breccia along
the west margin of the maiden resource block model. PIN14-44, PIN14-52 and PIN14-56 intersected entirely oxidized intervals of
29.0 m of 0.64 ppm Au, 51.8 m of 0.50 ppm Au, and 54.9 m of 0.38 ppm Au, respectively (Table 10.7). These holes demonstrate
that Pinion gold mineralization is open to the northwest along the west margin of the deposit.

At the Southwest Pinion target, a gold-bearing intercept of 48.8 m of 0.42 ppm Au in PIN14-43 successfully expanded the lateral
extent of the breccia hosted mineralization 245 m to the southwest. PIN14-43 is on the southwest edge of the drill pattern and
although 400 m in true vertical depth, this mineralization is oxidized and remains open in all directions.
Northwest Pinion
A total of seven RC holes were drilled at the Northwest Pinion target. All seven holes successfully intersected gold-bearing multilithic,
dissolution collapse breccia along the Main Zone fault and the South fault. Two holes intersected thicker zones of gold mineralization
including a shallow intercept of 13.7 m of 0.41 ppm Au in PIN14-54, and 9.1 m of 0.67 ppm Au in PIN14-57 (Table 10.7). These
intercepts, along with those in PIN14-52, -54 and -56, suggest the South fault is a feeder structure at Northwest Pinion. The most
northwest intercepts in PIN14-54 and -57 indicate that gold mineralization associated with multilithic, dissolution collapse breccia is open
to the northwest along strike.
Sentinel Breccia (formerly Far North Pinion)
Drilling at the far north end of the Pinion Deposit, north along strike from the North Zone comprised inclined RC drilling and targeted two
separate breccia hosts, a relatively stratiform dissolution collapse breccia at the top of the Devil’s Gate limestone and a fault breccia along
the BFC. These breccia targets were tested down-dip from continuous surface rock chip channel samples of 130.8 m of 0.35 ppm Au; 14.0
m of 0.38 ppm Au; 9.5 m of 0.331 ppm Au; 6.1 m of 0.16 ppm Au; 6.1 m of 0.21 ppm Au; 3.1 m of 0.35 ppm Au and 2.4 m of 0.56 ppm
Au. The target area is characterized by historic holes spaced 30 to 150 m apart. Breccias and anomalous gold mineralization were
intersected in all eight Gold Standard holes along a 430 metre north-south strike length, demonstrating that surface sampling can
successfully identify targets for follow-up drilling. Mineralization remains open to the north along strike, down-dip to the east, and to the
west. Highlights include:
-77-

PIN14-24 returned five at- or near-surface, oxidized gold zones including 19.8 m of 0.44 ppm Au and 12.2 m of 0.34 ppm
Au. Oxidized mineralization is hosted within quartz veined and brecciated Chainman Formation sandstone and mudstone, and fills
a gap in the 3D block model. Intercepts in this hole extended the known gold mineralization at the north margin of the North Pinion
gold zone.

PIN14-32 intersected 21.3 m of 0.38 ppm Au at the fault contact between Webb Formation mudstone and Nevada Formation
dolomite. Oxidized mineralization is associated with quartz veins, silicification, hematite and fault breccia.

PIN14-35 intersected four zones of gold mineralization including a higher-grade gold zone of 4.6 m of 2.79 ppm Au within oxidized
and silicified fault breccia. This gold zone is immediately below a clay-altered quartz-feldspar porphyry dike, within the Bullion
Fault Corridor.
Bald Mountain Drilling
During late 2014, the Company completed five vertical RC holes designed to expand the limits of known oxide copper-gold-silver-zinc
mineralization at Bald Mountain intersected in prior drilling and RRB13-01, a vertical core hole completed in 2013. Mineralization is
hosted in multilithic collapse breccia at the top of the Devils Gate Limestone, the same breccia host horizon as the Pinion and North
Bullion deposits. Intercepts in RRB13-01 include 56.1 m of 1.47 ppm Au immediately above 23.3 m of 0.4% Cu. The Bald Mountain
drilling totaled 1,896.2 m in 5 vertical RC holes and tested an area approximately 400 m by 250 m. Highlights of the 2014 drilling are
provided in Table 10.8 below.
Table 10.8: 2014 Bald Mountain Target Drilling Intersection Highlights.
Hole
Number
RRB14-01
and
including
and
including
including
RRB14-02
including
and
RRB14-03
and
including
including
and
RRB14-04
including
and
RRB14-05
including
and
and
From (m)
To (m)
134.11
170.69
249.94
274.32
292.61
317.00
73.15
73.15
103.63
12.19
237.75
262.13
274.32
323.09
310.90
312.42
371.86
149.35
158.50
211.84
265.18
140.21
335.28
262.13
329.19
329.19
329.19
109.73
79.25
109.73
18.29
426.73
377.96
298.71
359.67
391.67
320.04
374.91
301.76
184.41
239.27
295.66
Length
(m)
6.10
164.59
12.19
54.86
36.58
12.19
36.58
6.10
6.10
6.10
188.98
115.83
24.38
36.58
80.77
7.62
3.05
152.40
25.91
27.43
30.48
From (ft)
To (ft)
440
560
820
900
960
1040
240
240
340
40
780
860
900
1060
1020
1025
1220
490
520
695
870
460
1100
860
1080
1080
1080
360
260
360
60
1400
1240
980
1180
1285
1050
1230
990
605
785
970
-78-
Length (ft) Au (ppm) Ag (ppm)
20
540
40
180
120
40
120
20
20
20
620
380
80
120
265
25
10
500
85
90
100
0.02
0.03
0.07
0.02
0.02
0.02
0.03
0.03
0.01
0.38
0.07
0.08
0.11
0.08
0.05
0.11
0.03
0.08
0.26
0.08
0.01
11.8
7.2
18.9
11.8
9.3
9.5
1.8
2.1
1.5
12.9
5.7
8.5
18.0
7.4
2.5
2.5
12.3
4.0
8.3
3.7
3.5
Cu (%)
Zn (%)
0.007
0.159
0.038
0.445
0.620
1.235
0.093
0.172
0.178
0.120
0.122
0.182
0.334
0.267
0.086
0.121
0.430
0.145
0.391
0.288
0.020
0.004
0.116
0.006
0.325
0.414
0.565
0.011
0.014
0.016
0.043
0.032
0.035
0.005
0.007
0.145
0.030
0.410
0.031
0.038
0.044
0.033
The Bald Mountain drilling intersected multilithic, dissolution collapse breccia host in all five holes and the plan extent of the breccia was
expanded in all directions. Gold, silver and base metal mineralization is widespread within the highly permeable, flat-tabular, multilithic
collapse breccia which is sandwiched between relatively impermeable hornfels of the overlying Mississippian Webb Formation and
thick-bedded marble of the underlying Devil’s Gate Formation. The stratigraphic position, thickness (35-120 m) and the lateral continuity
of the Bald Mountain breccia unit is considered significant as this pattern is consistent with the gold-bearing breccia host at the Pinion and
North Bullion deposits. Highlights of the 2014 drilling are as follows:

RRB14-05, a drill hole 205 m west of RRB13-01, intersected two separate zones of mineralization. The upper zone contained 12.2
m of 0.39 ppm Au along with 25.9 m of 0.39% Cu and 8.3 ppm Ag in oxidized multilithic collapse breccia and quartz-feldspar
porphyry sills. The lower zone included 27.4 m of 0.29% Cu and 3.8 ppm Ag hosted in oxidized skarn and quartz-sericite-pyrite
altered quartz-feldspar porphyry sills. Mineralization remains open to the west, north and south.

Drill hole RRB14-01 targeted the main breccia zone proximal to the north-striking Bunker Hill fault, 210 m east-northeast of
RRB13-01. The hole successfully intersected the fault, oxidized-silicified-clay altered breccia, and a 39.6 m interval of 0.58% Cu,
8.8 ppm Ag and 0.40% Zn. Mineralization is open to the north, east and south.

Drill holes RRB14-02, -03 and -04 were drilled 110 m south-southwest, 150 m northeast, and 175 m northwest, respectively from
RRB13-01. All three holes intersected altered and oxidized breccia with the most significant intercept being 36.6 m of 0.27% Cu
and 7.4 ppm Ag in RRB14-03.
In addition to the drilling and ground magnetics, McComb Petrographics completed a petrographic examination and interpretation of 16
core samples from the gold and copper zones in hole RRB13-01 and came up with the following conclusions:


Most of the core samples from RRB13-01 are altered skarn that is very similar in appearance to the copper-gold skarn at Fortitude
(which produced more than 2.3 million ounces of gold; Atkinson, 2014) in the Battle Mountain District of Nevada. Similarities
include a skarn assemblage of garnet, pyroxene, and actinolite occurring with massive pyrrhotite (oxidized).

Skarn alteration appears to be overprinted by a Carlin-style silicification event and is also similar to that present at Fortitude.

The multilithic breccia host unit includes fragments of calc-silicate hornfels, skarn and porphyritic igneous material.
2015 Drilling by Gold Standard
A two phase drill program designed to expand and infill the areas around and within the Pinion and Dark Star Deposits as well as test
newly identified satellite targets was completed during 2015. The Company’s 2015 Phase 1 drilling program during May to July 2015
comprised a total of 10,970 feet (3,344 m) of RC drilling in 9 holes at Pinion and 5,140 feet (1567 m) in 5 RC holes at Dark
Star. The bulk of the Pinion drilling was focused on northwest and southeast Pinon while drilling at Dark Star was largely along strike of
the current resource area. The Phase 1 drilling was utilized to 1) drill new untested targets; 2) continue to expand the Pinion and Dark
Star Deposits along strike; and 3) begin pre-development engineering, metallurgy and environmental studies at the Pinion and Dark Star
Deposits.
From September to December 2015, the Company completed Phase 2 drilling programs at the Pinion, Dark Star and North Bullion
Deposits. The programs comprised 15 RC drill holes for a total of 19,905 feet (6,067 m) at Pinion, 6 RC drill holes for 8,110 feet (2,473
m) plus 1 core hole totaling 1,402 ft (427 m) at Dark Star and 4 core holes, 1 of which had a 214 metres RC precollar, for a total of 4,715
feet (1,437 m) at North Bullion. The precollared hole (RR15-01) was abandoned and failed to reach its target. The Phase 2 Pinion and
Dark Star RC drilling was designed to extend areas of known shallow oxide gold mineralization along strike and at depth, and to test new
targets identified by the Phase 1 program. Phase 2 drilling at North Bullion was designed to locate the continuation of the high grade lower
breccias zone identified by previous work in 2012 and 2013.
-79-
Figure 10.7: 2015 and 2014 Gold Standard Drilling at Pinion and Dark Star.
RC chips were logged by Gold Standard geologists at their secure facility in Elko, NV. RC chip samples were collected and delivered to
sample preparation facilities of either ALS Laboratories (“ ALS ”) or Bureau Veritas Mineral Laboratories (“ Bureau Veritas ”) also
located in Elko, NV. The samples were then crushed, screened and pulverized yielding sample pulps that were then split and a subsample
shipped to ALS’ or Bureau Veritas’ certified laboratories in either Vancouver, B.C. or Sparks, Nevada. QA/QC samples were inserted into
the sample stream (see “ Data Verification ” below) and all samples were analyzed by 30 g FA/AA for gold with a wet chemical (Atomic
Absorption) finish as well as ICP geochemical analysis.
Due to the potential deviation of vertical and angled drill holes, down hole gyroscopic surveys were completed in each drill hole near or at
the completion of the hole.
Pinion
A total of 24 RC holes were completed totaling 9,409 m (30,870 ft) at Pinion during 2015 (see Figure 10.7 above). The 2015 drilling
program at Pinion was designed to extend areas of known mineralization and test the Devonian geological contact. Gold mineralization at
Pinion is continuous and widespread within a highly permeable, silicified, and oxidized collapse breccia which is favorably sandwiched
between relatively impermeable silty micrite of the overlying Mississippian Tripon Pass Formation and thick-bedded calcarenite of the
underlying Devonian Devil’s Gate Formation.
During the 2015 program, the main target areas tested included to the south, southeast, east and northwest of the existing resource at the
Pinion Deposit. Holes designed to expand known mineralization at the southern portion of the Pinion Deposit included PIN15-01,
PIN15-03, PIN15-09, PIN15-20 and PIN15-22. Holes designed to expand known mineralization along the southwest to west edge of the
Pinion Deposit included PIN15-02, PIN15-10, PIN15-21 and PIN15-23. Holes designed to expand known mineralization at the northwest
end of the Pinion Deposit included PIN15-04 to PIN15-08 and PIN15-11 to PIN15-14. A total of 4 holes were designed to test a
prospective Devonian geological contact at the Sentinel target area including holes PIN15-16 to PIN15-19.
-80-
Drill assay results for the 2015 Pinion drilling program are shown in Table 10.10 and summarized below. Length-weighted averaging has
been used to calculate all reported summary intersection intervals. The reported gold intervals below are ‘down-hole’ intervals and thus
they may or may not represent true thicknesses.
Table 10.10: 2015
Drill hole
PIN15-01
PIN15-02
including
PIN15-03
including
and
including
PIN15-04
PIN15-05
PIN15-06
PIN15-07
PIN15-08
PIN15-09
PIN15-10
including
PIN15-11
PIN15-12
Significant Drill Hole Intercepts – Pinion Gold Deposit.
From (m)
268.23
312.42
181.36
196.60
233.17
248.41
263.65
60.96
170.69
237.74
254.51
303.28
339.85
345.95
377.95
405.38
12.19
39.62
48.77
65.53
85.34
114.30
166.12
234.70
254.51
156.97
176.78
284.99
To
(m)
284.99
320.04
205.74
204.22
240.79
251.46
281.94
65.53
216.41
320.04
260.60
307.85
365.76
353.57
381.00
408.43
21.34
44.20
53.34
70.10
89.92
126.49
173.74
236.22
256.03
160.02
181.36
288.04
Length (m)
16.76
7.62
24.38
7.62
7.62
3.05
18.29
4.57
45.72
82.30
6.09
4.57
25.91
7.62
3.05
3.05
9.15
4.58
4.57
4.57
4.58
12.19
7.62
1.52
1.52
3.05
4.58
3.05
185.93
199.64
6.10
278.89
390.14
458.72
204.22
211.84
233.17
303.28
423.67
262.13
196.60
205.74
10.67
292.61
405.38
469.39
228.60
219.46
254.51
309.37
426.72
271.29
10.67
6.10
4.57
13.72
15.24
10.67
24.38
7.62
21.34
6.09
3.05
9.16
To
From (ft)
(ft)
880
935
1025
1050
595
675
645
670
765
790
815
825
865
925
200
215
560
710
780
1050
835
855
995
1010
1115
1200
1135
1160
1240
1250
1330
1340
40
70
130
145
160
175
215
230
280
295
375
415
545
570
770
775
835
840
515
525
580
595
935
945
No significant intercepts
610
645
655
675
20
35
915
960
1280
1330
1505
1540
670
750
695
720
765
835
995
1015
1390
1400
860
890
-81-
Length (ft)
55
25
80
25
25
10
60
15
150
270
20
15
85
25
10
10
30
15
15
15
15
40
25
5
5
10
15
10
Au (ppm)
0.27
1.14
1.38
1.86
0.31
0.15
0.84
0.41
0.43
0.56
0.93
1.01
0.52
0.93
0.33
0.23
0.22
0.75
0.28
0.31
0.27
0.22
0.17
0.20
0.16
0.20
0.28
0.67
Au (oz/st)
0.008
0.033
0.040
0.054
0.009
0.004
0.024
0.012
0.013
0.016
0.027
0.030
0.015
0.027
0.010
0.007
0.006
0.022
0.008
0.009
0.008
0.006
0.005
0.006
0.005
0.006
0.008
0.020
35
20
15
45
50
35
80
25
70
20
10
30
0.33
0.17
0.33
0.24
0.21
0.33
0.81
1.41
0.16
0.69
0.14
0.17
0.010
0.005
0.010
0.007
0.006
0.010
0.024
0.041
0.005
0.020
0.004
0.005
PIN15-13
PIN15-14
PIN15-15
including
and
PIN15-16
PIN15-17
PIN15-18
PIN15-19
PIN15-20
PIN15-21
including
and
PIN15-22
including
including
PIN15-23
PIN15-24
216.41
268.22
284.99
306.32
216.41
236.22
260.60
283.46
18.29
68.58
82.30
217.93
27.43
32.00
67.06
217.93
27.43
70.10
77.72
53.34
68.58
172.21
214.88
233.17
280.42
321.56
327.66
342.90
379.48
271.27
320.04
323.09
358.14
400.81
419.10
422.15
490.73
320.04
228.60
277.37
292.61
329.18
233.17
294.13
269.75
286.51
35.05
70.10
85.34
227.08
30.48
33.53
68.58
222.50
41.15
71.63
83.82
64.01
70.10
213.36
220.98
236.22
292.61
373.38
332.23
352.04
381.00
274.32
344.42
327.66
359.66
402.34
441.96
426.72
492.25
381.00
12.19
9.15
7.62
22.86
16.76
57.91
9.15
3.05
16.76
1.52
3.04
9.15
3.05
1.53
1.52
4.57
13.72
1.53
6.10
10.67
1.52
41.15
6.10
3.05
12.19
51.82
4.57
9.14
1.52
3.05
24.38
4.57
1.52
1.53
22.86
4.57
1.52
60.96
710
750
880
910
935
960
1005
1080
710
765
775
965
855
885
930
940
60
115
225
230
270
280
715
745
90
100
105
110
220
225
715
730
95
135
230
235
255
275
175
210
225
230
565
700
705
725
765
775
920
960
1055
1225
1075
1090
1125
1155
1245
1250
890
900
1050
1130
1060
1075
1175
1180
1315
1320
1375
1450
1385
1400
1610
1615
1050
1250
No significant intercepts
40
30
25
75
55
190
30
10
55
5
10
30
10
5
5
15
40
5
20
35
5
135
20
10
40
170
15
30
5
10
80
15
5
5
75
15
5
200
0.43
0.19
0.70
0.56
0.42
0.43
0.57
1.81
0.21
0.88
0.16
0.25
0.16
0.14
0.21
0.35
0.20
0.15
0.14
0.38
0.20
0.36
0.20
0.21
0.44
0.82
1.98
1.61
0.20
0.21
0.57
1.08
0.17
0.21
0.95
2.61
0.14
0.40
0.012
0.006
0.020
0.016
0.012
0.012
0.016
0.053
0.006
0.026
0.005
0.007
0.005
0.004
0.006
0.010
0.006
0.004
0.004
0.011
0.006
0.010
0.006
0.006
0.013
0.024
0.058
0.047
0.006
0.006
0.017
0.031
0.005
0.006
0.028
0.076
0.004
0.012
Northwest Pinion
A total of eight RC holes were drilled at the Northwest Pinion Target (see Figure 10.7 above) which included PIN15-04 to -08 and PIN15-11 to
-14. Seven of the eight holes successfully intersected gold-bearing multilithic, dissolution collapse breccia along the Main Zone fault and the
South fault. Three holes intersected thicker zones of gold mineralization including intercepts of 24.38 m of 0.81 ppm Au including 7.62 m of
1.41 ppm Au in PIN15-10, 12.19 m of 0.43 ppm Au in PIN15-13, and 16.76 m of 0.42 ppm Au in PIN15-14 (see Table 10.10). The drilling at
Northwest Pinion showed the presence of mineralization closer to surface. Drilling results confirm that gold mineralization remains open to the
north and northwest. Further drilling in 2016 is warranted to follow-up on these results.
-82-
Sentinel Breccia
Drilling at the north end of the Pinion Deposit, north along strike from the North Zone, comprised 4 inclined RC drill holes (PIN15-16 to -19)
that targeted the contact of the Devils Gate Limestone and the underlying Sentinel Mountain dolomite (see Figure 10.7 above). Thick zones of
low grade, near surface, oxide gold mineralization were intersected and include 16.76 metres of 0.21 ppm Au in PIN15-16 and 13.72 metres of
0.20 ppm Au in PIN15-19 (see Table 10.10). Gold mineralization is hosted in variably silicified, multilithic collapse breccia developed along
the contact between the Devils Gate Limestone and the underlying Sentinel Mountain dolomite. Oxide mineralization is open in multiple
directions. Further work is required to evaluate the potential of this target.
East Pinion
One hole, PIN15-15, was drilled along the central east side of the Pinion Deposit. The hole was drilled to target an oxidized gold mineralization
zone along the axis of a north-northeast striking anticline, known as the Anticline Target. Drill hole PIN15-15 was drilled as an angle fan (dip =
-45) of the 2014 vertical hole PIN14-23. Highlight intersections include 0.25 ppm Au over 36.58 metres hole length in PIN14-23 and 0.43 ppm
Au over 57.91 metre hole length in PIN15-15, which includes higher grade intervals of 0.57 ppm Au over 9.15 metres and 1.18 ppm Au over
3.05 metres (see Tables 10.7 and 10.10).
Southeast Pinion
To the south and southeast of Pinion, 5 RC holes intersected gold mineralization successfully expanding a north-south trending zone of gold
mineralization to the south. Highlights include 82.30 metres of 0.56 ppm Au in PIN15-03, 12.19 metres of 0.44 ppm Au in PIN15-20 and two
zones of mineralization, including an upper unoxidized zone of 24.38 metres at a grade of 0.57 ppm Au and a lower oxidized zone of 22.86
metres of 0.95 ppm Au in PIN15-22. At the south Pinion target, gold-bearing intercepts in PIN15-22 successfully expanded the lateral extent of
the gold mineralization 200 metres to the south of the Pinion Deposit (see Table 10.10). Several favorable 30 to 45 meter thick feldspar
porphyry sills were intersected adjacent to the gold-bearing sections in this part of Pinion. Zones of both oxidized and unoxidized
mineralization were intersected in a number of the drill holes.
Southwest-West Pinion
A total of four drill holes were designed to test gold mineralization along the west-southwest margin of the known Pinion gold mineralization
(see Figure 10.7). All four holes intersected significant gold mineralization associated with oxidized multilithic, dissolution collapse breccia.
Highlights of the drilling included the following:

At the West Pinion target, two holes successfully intersected oxidized multilithic dissolution collapse breccia along the west margin of
the resource block model. PIN15-02 and PIN15-10 intersected intervals of 1.38 ppm Au over 24.48 metres hole length and 0.81 ppm Au
over 24.38 metres hole length, respectively (see Table 10.10). These holes demonstrate that Pinion oxide gold mineralization is open to
the northwest along the west margin of the Pinion Deposit.

At the Southwest Pinion target, intersections of oxidized multilithic collapse breccia yielded gold-bearing intercepts of 0.82 ppm Au
over 51.82 metres hole length and 0.40 ppm Au over 60.96 metres hole length in holes PIN15-21 and PIN15-23, respectively (see Table
10.10). These holes demonstrate that Pinion oxide gold mineralization is open to the west and southwest.
The 2015 Pinion drill program was utilized to revise the geologic interpretation of the resource area as well as better define the controls on
mineralization. This data was utilized to produce an updated NI 43-101 mineral resource estimate for the Pinion Deposit (See “ Mineral
Resource Estimates ” below). The primary host lithology throughout the Pinion area is the multilithic collapse breccia as described above and
depicted in Figures 10.8 through 10.10 below.
-83-
Figure 10.8: Pinion Area Local Geology and 2015 Long Section Locations
Figure 10.9: Central Pinion: Cross Section A
-84-
Figure 10.10: South-Central Pinion: Cross Section B
Dark Star
Gold Standard drilled 13 holes in the vicinity of the Dark Star Deposit, 1 core hole and 12 RC holes in 2015 concurrently with the Pinion
drilling (see Figure 10.7 above). The Dark Star drilling was completed as a two phase program designed to extend areas of known shallow
oxide gold mineralization along strike and down-dip with a particular focus on the DSST.
Phase 1 drilling at Dark Star in 2015 was designed to extend areas of known shallow oxide gold mineralization along strike and at depth
adjacent to the Main Zone mineral resource, and to test new prospective targets (Dark Star North) identified by the 2014 exploration
program. Five holes (DS15-01 to DS15-05) totaling 5,145 feet (1,568 m) comprised the Phase 1 2015 drilling at Dark Star and Dark Star
North.
The Phase 2 Dark Star drilling in 2015 comprised 7 RC holes (DS15-06 to DS15-12) for a total of 10,015 feet (3053 m), plus 1 diamond
(core) drill hole (DS15-13) for 1,402 feet (427 m). The drill program was designed to extend areas of known gold mineralization at the
north end of the Dark Star Main Zone resource area where a Phase 1 drill hole (DS15-03) intersected two zones of gold mineralization
including 32.0 metres of 0.58 ppm Au and 21.3 metres of 1.90 ppm Au and along the strike of the DSST to Dark Star North and to the
south towards Dixie.
RC chips were logged by Gold Standard geologists at the Company’s secure facility in Elko, Nevada. RC chip and core samples were
collected and delivered to either ALS’ or Bureau Veritas’ sample preparation facility in Elko, Nevada. QA/QC samples were inserted into
the sample steam (see “ Data Verification ” below) and all samples were analyzed by 30 g FA/AA for gold with a wet chemical (Atomic
Absorption) finish as well as ICP geochemical analysis.
Due to the potential deviation of vertical and angled drill holes, down hole gyroscopic surveys were completed in each drill hole near or at
the completion of the hole.
Dark Star Main Zone
A single hole (DS15-02) was drilled within the Dark Star Main Zone resource area and returned an intersection of 0.49 ppm Au over 3.05
m. Six holes (DS15-01, DS15-03, DS15-04, DS15-06 to DS15-08) were drilled directly to the north of the Dark Star Main Zone and were
designed to test the gap in known mineralization between the Dark Star Main Zone and Dark Star North. Four of the holes intersected
significant gold mineralization and extended the known mineralization at the Main Zone 140 metres to the north. Highlights include 0.58
ppm Au over 32 metres in DS15-03, 0.59 ppm Au over 74.68 metres in DS15-06 and 1.19 ppm Au over 7.62 metres in DS15-07 (see
Table 10.11 and Figure 10.11 below).
-85-
Dark Star North
A total of 5 holes were drilled at the Dark Star North target based upon historic drilling results, surface silicification and breccia
development in conjunction with weak surface geochemical anomalies. The 2015 drilling yielded a new unconventional gold discovery
approximately 500 metres north of the Dark Star Main Zone resource. Significant oxide gold mineralization was intersected in all five
holes. Highlights included 150.88 metres of 1.38 ppm Au in DS15-10, 156.97 metres of 1.51 ppm Au in DS15-11 and two zones in
DS15-13 including 15.4 metres of 1.85 ppm Au and 97.0 metres of 1.61 ppm Au (see Table 10.11 and Figures 10.11 and 10.12
below). Gold mineralization in these holes is hosted in an oxidized multi-stage breccia and is associated with limonite, decalcification,
silicification, quartz stringers, drusy quartz, hematite, clay and barite.
The Dark Star North gold mineralization is hosted in an uplifted block of favorable Pennsylvanian siliciclastic - carbonate host rocks
including bioclastic limestone, silty limestone and calcareous sandstone within a coarse conglomerate debris flow unit. These rocks dip to
the west within the north-trending DSST, which is bounded to the east by a large displacement, normal fault, named the Dark Star
Fault. The same carbonate unit also hosts the Dark Star Deposit mineral resource to the south and represents a new, unconventional host on
the Carlin Trend. Regardless of age and convention, these carbonate rocks react in a chemically similar fashion to more well-known
Carlin host formations in which early stage decalcification (carbonate removal) is followed by silicification. Rocks of similar age and
composition host large, disseminated gold deposits further west in Nevada on the Getchell Trend and in the Battle Mountain district.
Table 10.11: Gold Standard 2015 Dark Star drilling highlights
Drill hole
DS15-01
DS15-02
DS15-03
including
including
DS15-04
DS15-05
including
From (m)
24.38
100.58
163.07
4.57
143.26
1.52
13.72
33.53
166.12
201.17
201.17
228.60
234.70
243.84
3.05
16.76
25.91
39.62
51.82
256.03
256.03
To
(m)
32.00
108.20
167.64
7.62
146.30
7.62
45.72
42.67
176.78
222.50
213.36
233.17
236.22
275.84
7.62
22.86
36.58
41.15
60.96
271.27
260.60
Length (m)
7.62
7.62
4.57
3.05
3.04
6.10
32.00
9.14
10.66
21.33
12.19
4.57
1.52
32.00
4.57
6.10
10.67
1.53
9.14
15.24
4.57
From (ft)
80
330
535
15
470
5
45
110
545
660
660
750
770
800
10
55
85
130
170
840
840
-86-
To
(ft)
105
355
550
25
480
25
150
140
580
730
700
765
775
905
25
75
120
135
200
890
855
Length (ft)
25
25
15
10
10
20
105
30
35
70
40
15
5
105
15
20
35
5
30
50
15
Au (ppm)
0.19
0.37
0.20
0.49
0.15
0.23
0.58
1.09
0.18
1.90
3.13
0.15
0.15
0.40
0.15
0.39
0.16
0.19
0.17
0.62
1.30
Au (oz/st)
0.006
0.011
0.006
0.014
0.004
0.007
0.017
0.032
0.005
0.055
0.091
0.004
0.004
0.012
0.004
0.011
0.005
0.006
0.005
0.018
0.038
DS15-06
including
including
DS15-07
including
DS15-08
DS15-09
including
DS15-10
including
and
and
including
DS15-11
including
and
and
and
DS15-12
DS15-13
including
and
including
including
including
including
and
67.06
96.01
115.82
187.45
231.65
230.12
252.98
309.37
233.17
239.27
73.05
99.06
128.02
262.13
233.17
262.13
257.56
329.09
240.79
240.79
5.99
3.05
12.20
74.68
1.52
32.01
4.58
19.72
7.62
1.52
9.14
16.76
36.58
38.10
195.07
234.70
124.97
214.88
220.98
271.27
320.04
399.29
400.81
47.24
103.63
105.16
132.59
160.02
178.31
275.84
312.42
21.34
114.30
117.65
149.02
163.22
172.97
182.88
182.88
221.74
13.72
24.38
65.53
45.72
225.55
236.22
128.02
365.76
231.65
312.42
345.95
417.58
403.86
50.29
260.60
126.49
143.26
170.69
217.97
303.28
341.38
27.43
125.12
120.55
245.97
245.97
245.97
228.14
200.86
228.14
4.58
7.62
28.95
7.62
30.48
1.52
3.05
150.88
10.67
41.15
25.91
18.29
3.05
3.05
156.97
21.33
10.67
10.67
39.66
27.44
28.96
6.09
10.82
2.90
96.96
82.75
73.00
45.26
17.98
6.40
220
240
315
325
380
420
615
860
760
765
775
860
830
845
1015
1060
765
790
785
790
No Significant Intercepts
30
45
55
80
120
215
125
150
640
740
770
775
415
425
705
1200
725
760
890
1025
1050
1135
1310
1370
1315
1325
155
165
340
855
345
415
435
470
525
560
585
715
905
995
1025
1120
70
90
375
410.5
386
395.5
488.9
807
535.5
807
567.5
807
600
748.5
600
659
727.5
748.5
-87-
20
10
40
245
5
85
15
45
25
5
0.16
0.26
0.18
0.59
9.61
1.07
1.34
0.72
1.19
4.15
0.005
0.007
0.005
0.017
0.280
0.031
0.039
0.021
0.035
0.121
15
25
95
25
100
5
10
495
35
135
85
60
10
10
515
70
35
35
130
90
95
20
35.5
9.5
318.1
271.5
239.5
148.5
59
21.0
0.16
0.16
0.73
1.70
0.35
0.16
0.24
1.38
1.84
2.10
1.88
0.84
2.55
0.15
1.51
3.17
1.99
1.98
2.29
0.37
0.52
0.42
2.58
6.94
1.60
1.81
1.96
2.47
3.29
4.62
0.005
0.005
0.021
0.049
0.010
0.005
0.007
0.040
0.054
0.061
0.055
0.025
0.074
0.004
0.044
0.092
0.058
0.058
0.067
0.011
0.015
0.012
0.075
0.202
0.047
0.053
0.057
0.072
0.096
0.135
During late 2015, the Company completed a Phase 2 core hole, DS15-13, in order to twin RC hole DS15-11 at the newly discovered Dark Star
North oxide gold zone. Core hole DS15-13 returned multiple, significant, oxidized gold intercepts including from two separate zones an upper
zone of 2.58 ppm Au over 10.82 metres and a lower zone of 1.60 ppm Au over 96.96 metres (Table 10.11). The lower gold zone also yielded
higher grade zones including 3.29 ppm Au over 17.98 metres core length and a second zone of 4.62 ppm Au over 6.40 metres core length
(Table 10.11). The core hole confirmed the grades and thicknesses obtained from the RC drilling and that some low grade Au contamination
was pushed down the hole beneath the main mineralized zones likely in both holes DS15-10 and DS15-11.
The Dark Star North discovery is a high quality new discovery that demonstrates the potential to discover new gold mineralization not only at
the Dark Star North area, which is 500 metres north of the Dark Star Main Zone resource, but also all along the underexplored DSST. The
DSST corridor is a 6 to 10 kilometre zone of uplifted Pennsylvanian carbonate rich favorable host rocks adjacent to an east bounding main
normal fault that juxtaposes Tertiary volcanics adjacent to the Paleozoic carbonates.
Figure 10.11: Dark Star 2015 Phase 2 Drill Program Highlights
[remainder of page left blank intentionally]
-88-
Figure 10.12: Dark Star 2015 Phase 2 Drill Program Cross Section
North Bullion
In 2015 four holes (1,052 m core and 214 m RC) designed to test west-northwest and north extensions of the lower breccia-hosted gold
zone discovered by Gold Standard in 2012 and 2013 were completed at North Bullion. Of these four holes, three (RR11-07, RR13-13,
RR13-15) were collared but not completed in 2011 and 2013. The fourth hole (RR15-01) was an RC collar where the core tail hole was
lost before testing its intended target. Collar locations are shown in Figure 10.13 with drilling highlights presented in Table 10.12 below.
Figure 10.13: 2015 North Bullion Drilling
-89-
Table 10.12: 2015 North Bullion Drilling Highlights
Drill Hole
RR13-13
including
including
RR13-15
including
including
RR11-07
RR15-01
From (m)
To (m)
Length (m)
Au (ppm)
334.7
409.1
74.4
1.68
4.9
2.98
348.2
353.1
12.4
3.53
367.5
379.9
419.5
431.7
12.2
0.55
296.9
315.2
18.3
2.05
5.5
2.57
300.6
306.1
5
3.15
308.4
313.4
348.2
353.4
5.2
0.41
361.8
364.9
3.1
0.34
No intercepts > 0.30 g/t Au
Hole lost before testing the target–no significant intercepts
Key highlights include:

RR13-13 intersected 12.4 metres of 3.53 ppm Au within a thicker zone of 74.4 metres of 1.68 ppm Au. This intercept is
approximately 60 metres north-northwest of RR13-11, a 2013 core hole that intersected 98.2 metres of 3.26 ppm Au. Gold
mineralization in both holes is hosted in the lower breccia zone – a flat-tabular, multilithic collapse breccia developed along the
contact between silty micrite of the Tripon Pass Formation and underlying calcarenite of the Devils Gate Limestone. The greater than
3 ppm Au mineralization occurs in breccia composed mostly of silty micrite fragments.

RR13-15 intersected two higher-grade gold zones including 5.5 metres of 2.57 ppm Au and 5.0 metres of 3.15 ppm Au within a
thicker zone of 18.3 metres of 2.05 ppm Au. The Lower Breccia Zone intercepts are approximately 122 metres west of similar
intercepts in RR13-11.
The strong alteration and gold intercepts in RR13-13 and RR13-15 confirm the west-northwest trend to lower zone, higher-grade gold at North
Bullion. This is an important older, dike-filled structural orientation on the Carlin Trend. North Bullion remains open to both the
west-northwest and north
Sample Preparation, Analysis and Security
The following summarizes the procedures employed by Gold Standard for surface sampling, the handling of core and reverse-circulation
cuttings samples.

Surface Soil and Rock Sampling
All sampling was conducted under the supervision of the Company’s project geologists and the chain of custody from the field to the sample
preparation facility was continuously monitored. A blank or certified reference material was inserted approximately every forty samples for soil
and rock samples. The samples are delivered to either ALS’ or Bureau Veritas’ preparation facility in Elko, NV where the samples are crushed,
screened and pulverized. Sample pulps are then shipped to ALS' certified laboratory in Vancouver, B.C. or Bureau Veritas’ certified laboratory
in Sparks, Nevada for geochemical analysis. Pulps are digested and analyzed for gold using fire assay fusion and an ICP-AES finish on a 30 g
aliquot split. All other elements are determined by a 0.5 g aliquot split that is analyzed by wet chemical methods that comprise aqua regia acid
digestion followed by ICP-AES analysis at ALS in Vancouver. Data verification of the analytical results includes a statistical analysis of the
duplicates, standards and blanks that must pass certain parameters for acceptance to insure accurate and verifiable results.
-90-

Diamond Drill Core
Drill core is collected from the drill rig by Gold Standard personnel and transported to Gold Standard’s Elko, Nevada office on a daily
basis. At the secure Elko facility, Gold Standard personnel complete the following:

A geological log is completed on the whole core. Logs illustrate core recovery, sample intervals, lithologic data, hydrothermal
alteration and structural features with respect to the core axis.

The whole core is marked/tagged for sampling, and digitally photographed. High resolution digital jpeg photographs are archived for
future reference.

Whole core is sawed in half by contractors, working at Gold Standard’s Elko office. Sawed core sample intervals are recorded on
daily cut core sheets for review each day.

Half core is retained in the original core boxes, and the other half is bagged for geochemical analysis.

Standard reference materials (standards and blanks) are inserted into the sample sequence at a rate of approximately 1 in every 10 to
15 samples.
All original geochemical analyses were completed by either ALS or Bureau Veritas, both internationally accredited independent analytical
companies with ISO9001:2008 certification.
In the case of ALS, ALS picks up the core samples from Gold Standard’s Elko office and delivers them to its Elko, Nevada sample preparation
facility. At the ALS preparation facility the samples are logged into a computer-based tracking system, weighed and dried. The entire sample
is crushed so that +70% passes a 6 mm screen, then it is finely crushed so that +70% passes a 2mm screen. A 250 g (~0.5 pound) spilt (original
pulp) is then selected and pulverized to better than 85% passing a 75 micron screen. From Elko the pulp samples are shipped to Reno, Nevada
or Vancouver, British Columbia for geochemical analysis. At Reno or Vancouver, a 30 g aliquot is extracted from the pulp and is analyzed for
gold using a fire assay fusion and with atomic absorption spectroscopy (AAS) finish. Samples were also analyzed for a suite of 30 other “trace
elements” by ICP-AES (Inductively Coupled Plasma – Atomic Emission Spectroscopy) following aqua regia digestion.
In the case of Bureau Veritas, Bureau Veritas picks up the core samples from Gold Standard’s Elko office and delivers them to its Elko,
Nevada sample preparation facility. At Bureau Veritas’ preparation facility the samples are logged into a computer-based tracking system,
weighed and dried. The entire sample is crushed so that +70% passes a 2 mm screen. A 250 g (~0.5 pound) spilt (original pulp) is then selected
and pulverized to better than 85% passing a 75 micron screen. From Elko the pulp samples are shipped to Sparks, Nevada or Vancouver,
British Columbia for geochemical analysis. At Sparks or Vancouver, a 30 g aliquot is extracted from the pulp and is analyzed for gold using a
fire assay fusion and with atomic absorption spectroscopy (AAS) finish. Samples are also analyzed for a suite of 37 other “trace elements” by
ICP-MS following aqua regia digestion.
All samples that assay greater than 0.14 ppm Au are follow-up assayed for Ag by four acid digestion followed by AAS finish. All samples that
assay greater than 0.14 ppm Au are also follow-up assayed for Au and Ag by cyanide leach utilizing a 30 g aliquot and a leach time of about an
hour. The samples are finished using AAS.

Reverse-circulation drill hole cuttings
Reverse-circulation drill samples were collected by the drilling contractor using a wet sample splitter on the drill rig. Samples typically range
from 5 to 20 pounds. Geochemical standards and/or blanks are inserted by Gold Standard geologists every 10 to 15 samples. The samples
were picked up at the drill sites by either ALS or Bureau Veritas and delivered to its preparation lab in Elko, Nevada.
Samples submitted to either ALS or Bureau Veritas utilized the exact same preparation and analytical procedures as described above for the
core samples.
Samples submitted to ALS were logged into a computer-based tracking system, sorted, weighed and dried. The entire sample is crushed so that
+75% passes a 2 mm screen. A 250 g (~0.5 pound) spilt is then selected and pulverized to better than 85% passing a 75 micron screen. From
Elko the samples were shipped to Reno, Nevada or Vancouver, B.C. for geochemical analysis. Pulp samples were analyzed for gold using a
fire assay fusion and an atomic absorption spectroscopy (AAS) finish on a 30 gram split. Samples were also analyzed for a suite of 30 other
“trace elements” by ICP-AES (Inductively Coupled Plasma – Atomic Emission Spectroscopy) following aqua regia digestion.
-91-
At the Bureau Veritas preparation facility the samples are logged into a computer-based tracking system, weighed and dried. The entire sample
is crushed so that +70% passes a 2 mm screen. A 250 g (~0.5 pound) spilt (original pulp) is then selected and pulverized to better than 85%
passing a 75 micron screen. From Elko the pulp samples are shipped to Sparks, Nevada or Vancouver, British Columbia for geochemical
analysis. At Sparks or Vancouver, a 30 g aliquot is extracted from the pulp and analyzed for gold using a fire assay fusion and an atomic
absorption spectroscopy (AAS) finish. Samples are also analyzed for a suite of 37 other “trace elements” by ICP-MS following aqua regia
digestion.
All samples that assay greater than 0.14 ppm Au are follow-up assayed for Ag by four acid digestion followed by AAS finish. All samples that
assay greater than 0.14 ppm Au are also follow-up assayed for Au and Ag by cyanide leach utilizing a 30 g aliquot and a leach time of about an
hour. The samples are finished using AAS.
The sample collection, security, transportation, preparation, insertion of geochemical standards and blanks, and analytical procedures are within
industry norms and best practices. The procedures utilized by Gold Standard are considered adequate to insure that the results disclosed are
accurate within scientific limitations and are not misleading.
Data Verification
One of the co-authors of the 2016 Railroad-Pinion Report, Steven R. Koehler, the Company's Manager of Projects, has verified the location of
numerous drill sites throughout the project area and compared them with coordinates in the Gold Standard drill database and has not found any
issues. Mr. Koehler has also conducted visits to ALS’s and Bureau Veritas’ sample preparation facilities in Elko, NV and no issues with
respect to sample security or integrity were identified. In addition, the authors of the 2016 Railroad-Pinion Report have conducted a review of
geological and geochemical data within the Gold Standard drill database by comparing database values to original drill logs (paper copies) and
original assay certificates provided by ALS and Bureau Veritas and no issues were identified.
For non-analytical field data Gold Standard has instituted a number of protocols and procedures to insure data integrity. For example, with
respect to surface geochemical sampling (rock grab and soil sampling), samplers are required to enter sample locations and descriptive
information into computers daily and locations are checked to eliminate data input errors. With respect to non-analytical drill hole information,
Gold Standard employs a similar protocol of continuous data checking to insure the accurate recording within the project’s drilling database of
collar and down hole survey information along with all geological and geotechnical information from core and RC chip logging. The
procedures employed are considered reasonable and adequate with respect to insuring data integrity.
Quality Assurance and Quality Control (QA/QC) Program

Drill Core Samples
The primary goal of the QA/QC program employed by Gold Standard at the Railroad-Pinion Project is to monitor the assaying of drill core and
RC chip samples by providing a basis for measuring the accuracy and precision of assay results. To this end, Gold Standard personnel insert
standard reference material (standard and blank) samples into the sample sequence. The analytical quality control measures employed are
consistent with industry standards and sufficient to properly monitor analytical accuracy and precision.
The following sections discuss the details of the QA/QC program employed by Gold Standard at the Railroad-Pinion Project during the Pinion,
Dark Star and North Bullion drill program completed during 2015. The QA/QC procedures and data for the 2014 Railroad Project drill
programs are discussed in detail within a previous technical report (Dufresne et al. , 2015). As with previous drill programs conducted by Gold
Standard at the Railroad-Pinion Project, certified blank and standard samples used during the Railroad-Pinion drill programs in 2015 were
obtained from Shae Clark Smith MEG Inc. (“ SCS ”) in Reno, NV. A review of the sample preparation and certification procedures employed
by SCS indicates that reference materials are produced according to industry standards to insure reasonable homogeneity and they appear to be
reasonably well tested to establish expected values and acceptable ranges.
Throughout the 2015 Pinion, Dark Star and North Bullion drill programs 531 standard samples were inserted in the sample stream by Gold
Standard personnel.
-92-

2015 Pinion RC Drill Program QA/QC
The 2015 Pinion drill program comprised 30,870 ft (9,409 m) of drilling in 24 RC holes, of which the Phase 1 program totaled 10,970 ft (3,344
m) in 9 holes and the Phase 2 program totaled 19,900 ft (6,066 m) in 15 holes. The full drill program involved the analysis of some 6,780
samples, which included 6,173 actual drill samples and 607 QA/QC samples representing a rate of 1 QA/QC sample for every 9.8 drilling
samples. This is a reasonable frequency to allow for a thorough evaluation of laboratory assay procedures and analyses. The QA/QC samples
comprised 286 blank pulp samples and 321 standard samples that were inserted into the sample sequence.
1.
Blanks
A total of 286 blank samples were inserted in the sample stream by Gold Standard personnel during the 2015 Phase 1 and Phase 2 Pinion drill
programs. The blank pulp materials are certified by SCS to comprise material that should assay <0.003 ppm Au (<3 ppb Au). All of the blanks
are analyzed by 30 g fire assay with a wet chemical finish with a lower detection limit 0.005 ppm Au (5 ppb Au). In total, all but 9 (3.1%)
blank samples assayed below detectable limits for gold (<0.005 ppm Au), which relative to a 95% confidence level is considered
acceptable. There were no significant issues with respect to the analysis of the blank samples inserted into the Pinion drill programs in 2015.
2.
Standard Reference Materials
The results for the standard reference materials that were utilized during the 2015 Pinion drill program fell within acceptable limits and
therefore no significant issues with respect to laboratory precision were identified and it is the view of the authors of the 2016 Railroad-Pinion
Report that no re-assaying is required.
3.
Umpire Check Assays, Duplicate Core Sample Assays and Lab-inserted Standard Reference Materials
There has been no umpire assaying conducted on the 2015 Pinion drilling samples and no duplicate samples were collected during the 2015
Pinion drilling program. In addition, there were no lab-inserted standard sample results or repeat analysis results reported within the digital
assay files provided by the laboratories for the 2015 Pinion drill program.

2015 Dark Star RC and Core Drill Program QA/QC
The 2015 Dark Star RC drill program comprised a total of 15,160 ft (4,620.8 m) of drilling in 12 holes. The Phase 1 program consisted of 5
holes for a total of 5,145 ft (1,568.2 m) and the Phase 2 program entailed 7 holes totaling 10,015 ft (3,052.6 m). The core drill program
comprised a total of 1,402 ft (427.4 m) of drilling in hole DS15-13. Both phases of the drill program encompassed the analysis of 3,761
samples, which included 3,424 actual drill samples and 337 QA/QC samples representing a rate of 1 QA/QC sample for every 9.8 drilling
samples. The QA/QC samples consisted of 167 blank pulp samples, not including 14 repeat assays, and 170 standard samples, not including 9
repeat assays, that were inserted into the sample sequence by Gold Standard personnel. The QA/QC sample insertion frequency is acceptable;
however, the use of 6 different standard reference materials by Gold Standard during the relatively short 2015 Dark Star drill program resulted
in the analysis of only 16 to 38 (average 28.3) samples of each standard, which is an insufficient number of each to allow for a proper statistical
analysis of their results. That being said, the 2015 Dark Star drilling together with the Pinion and North Bullion drill programs involved the
analysis of some 1,021 QA/QC samples including 490 blanks and 531 standards, which constitutes a statistically valid average of 88.5 analyses
for each standard.
1.
Blanks
A total of 167 blank pulp samples were inserted in the sample stream during the 2015 Dark Star drill program. The blank pulp materials are
certified by SCS to comprise material that should assay <0.003 ppm Au (<3 ppb Au). All of the blanks are analyzed by 30 g fire assay with a
wet chemical finish with a lower detection limit of 0.005 ppm Au (5 ppb Au). All but 9 blank sample assayed below detectable limits for gold
(<0.005 ppm Au) or 5.4% of the blank samples, which relative to a 95% confidence level, is considered acceptable. There were no significant
issues with respect to the analysis of the blank samples inserted into the 2015 Dark Star drill program.
-93-
2.
Standard Reference Materials
Throughout the 2015 Dark Star drill program 170 standard samples were inserted in the sample stream by Gold Standard personnel. The
certified values and acceptable analytical ranges for each of the six standard reference materials used during the drill program are the same as
those used during the 2015 Pinion drill program tabulated above except for the standard marked Standard 2.69 ppm Au.
The results for the standard reference materials that were utilized during the 2015 Dark Star drill program fell within acceptable limits and
therefore no significant issues with respect to laboratory precision were identified and it is the view of the authors of the 2016 Railroad-Pinion
Report that no re-assaying is required.
3.
Umpire Check Assays, Duplicate Core Sample Assays and Lab-inserted Standard Reference Materials
Pulps from the significant intervals in DS15-10 were delivered to the certified laboratory and prep facility of ALS in Reno, NV for verification
assay of the original Bureau Veritas gold assays. The pulps were digested and analyzed and results of the ALS gold fire assay confirm the
original Bureau Veritas gold assays.
No duplicate samples were collected during the 2015 Dark Star RC drill program. In addition, there were no lab-inserted standard sample
results or repeat analysis results reported within the digital assay files provided by the laboratories for the 2015 Dark Star drill program.

North Bullion RC Drill Program QA/QC
The 2015 North Bullion drill program comprised a total of 5,467.3 ft (1666.4 m) of drilling in 4 holes. The RC drill program encompassed the
analysis of 1,009 samples, which included 932 actual drill samples and 77 QA/QC samples representing a rate of 1 QA/QC sample for every
8.3 drilling samples. The QA/QC samples consisted of 37 blank pulp samples and 40 standard samples that were inserted into the sample
sequence by Gold Standard personnel. The QA/QC sample insertion frequency is acceptable; however, the use of 4 different standard
reference materials by Gold Standard during the relatively short 2015 North Bullion drill program resulted in the analysis of only 8 to 13
(average 10) samples of each standard, which is an insufficient number of each to allow for a proper statistical analysis of their results. That
being said, the 2015 North Bullion, Dark Star and Pinion drill programs involved the analysis of some 1021 QA/QC samples including 490
blanks and 531 standards, which constitutes a statistically valid average of 88.5 analyses for each standard.
1.
Blanks
A total of 37 blank pulp samples were inserted in the sample stream during the 2015 North Bullion drill program. The blank pulp materials are
certified by SCS to comprise material that should assay <0.003 ppm Au (<3 ppb Au). All of the blanks are analyzed by 30 g fire assay with a
wet chemical finish with a lower detection limit 0.005 ppm Au (5 ppb Au). Only 1 blank sample assayed above detectable limits for gold
(<0.005 ppm Au) or 2.7% of the blank samples, which relative to a 95% confidence level, is considered acceptable. There were no significant
issues with respect to the analysis of the blank samples inserted into the 2015 North Bullion RC drill program.
2.
Standard Reference Materials
Throughout the 2015 North Bullion RC drill program 40 standard samples were inserted in the sample stream by Gold Standard personnel. The
certified values and acceptable analytical ranges for each of the four standard reference materials used during the drill program are the same as
those used during the 2015 Pinion drill program tabulated above except for the standard marked Standard 2.69 ppm Au.
The results for the standard reference materials that were utilized during the 2015 North Bullion drill program fell within acceptable limits and
therefore no significant issues with respect to laboratory precision were identified and it is the view of the authors of the 2016 Railroad-Pinion
Report that no re-assaying is required.
-94-
3.
Umpire Check Assays, Duplicate Core Sample Assays and Lab-inserted Standard Reference Materials
There has been no umpire sampling conducted on the 2015 North Bullion RC drilling samples and no duplicate samples were collected during
the 2015 North Bullion RC drill program. In addition, there were no lab-inserted standard sample results or repeat analysis results reported
within the digital assay files provided by the laboratories for the 2015 North Bullion RC drill program.
Mineral Processing and Metallurgical Testing
A variety of historic and modern metallurgical tests have been conducted on material for three Railroad Project prospects including Railroad,
North Bullion and Bald Mountain. Two separate first-pass metallurgical tests were completed on drill samples from the North Bullion Deposit
and the Bald Mountain Target. A number of historic metallurgical tests have been conducted on material from the Pinion Deposit. The
samples, test work and results of metallurgical work conducted to date are summarized below.

Railroad
In 2006, a total of 63 bottle roll tests and 3 column leach tests were completed by Kappes, Cassiday & Associates on behalf of Royal Standard
Minerals on material from core from the Railroad (POD) prospect located on the Railroad Project. A total of 475 lbs of sample material was
submitted for the column leach tests and the individual bottle roll tests comprised samples from individual 5 and 10 foot drill hole intervals
(Kappes, Cassiday & Associates, 2006). The individual samples were collected from drill holes POD05-01, POD05-02, POD05-04 and
POD05-07.
Prior to the initiation of the column leach tests, assays were conducted which established the head grade of the original 475 lbs of sample
material as 0.069 oz/st (2.37 g/t) Au. The sample was also submitted for an initial simple bottle roll test that yielded gold recovery of 85%. The
column leach tests were conducted on 3 crush sizes (1.5”, 0.5” and 0.25”) and the results approximated the initial bottle roll test averaging 85%
for the 3 sizes. After 82 days of leaching, the three crush size columns returned gold recoveries of 83%, 86% and 88%, respectively.
The metallurgical work also included running a series of bottle roll tests from the individual core samples. The results of the 63 individual
bottle roll tests were highly variable yielding from 0% to 83% gold recoveries. The Kappes, Cassiday & Associates (2006) report identified
carbonaceous materials and pointed out that black siltstone and black jasperoid samples yielded the poorest recoveries.

North Bullion Target
Three samples were selected from composited, quarter-cut North Bullion drill core from the Railroad Project and provided to Newmont USA
Limited, a subsidiary of Newmont. Each sample was taken from drill core and was expected to be refractory. A scope of work was generated to
conduct gold head assays (duplicate fire assays, cyanide leachable gold assays, and preg-rob assays), carbon and sulfur assays (with a LECO
furnace) and a multi-element ICP-MS analysis. The tests were designed to determine if North Bullion deposit mineralization is amenable to the
established recovery technologies commonly used for Carlin-type ores.
Newmont provided the Company with two reports summarizing the results of metallurgical and mineralogical tests from the North Bullion
Deposit. All 3 samples were characterized as carbonaceous and sulfidic refractory material with very different gold grades, arsenic grades and
sulfide sulfur contents (Arthur, 2013; McComb, 2013). The three samples assayed 0.067 oz Au/st (2.30 g/t), 0.340 oz Au/st (11.66 g/t) and
0.235 oz Au/st (8.06 g/t), respectively. Roaster recoveries were 83.1%, 90.0% and 78.8%, respectively, indicating that North Bullion
mineralization is likely to be conducive to roaster processing (Arthur, 2013) . The cause of the recovery variances was not determined. Sulfide
sulfur burns were between 94% and 96% and organic carbon burns were between 78% and 93%. The results suggest that the roast was
complete (Arthur, 2013). The calcines had calculated preg-rob values between 0 and 0.007 opt with AA/FA ratios between 77% and 84%
further supporting the conclusion that all of the organic carbon was burned (Arthur, 2013).
-95-

Bald Mountain Target
Recognizing the potential economic significance of the Bald Mountain gold discovery, Gold Standard commissioned metallurgical tests of the
core from drill hole RRB13-01. Inspectorate of Sparks, Nevada used the following procedure: 30 gram pulp samples were agitation-leached
for one hour at room temperature in 60 ml of 0.3% sodium cyanide solution. The solution also had a 0.3% concentration of sodium hydroxide
in order to stabilize the pH at greater than 10. Pregnant solutions were analyzed by a matrix-matched-calibrated AAS. Internal blanks,
standards and duplicates were also analyzed at a frequency of approximately one of each for every 35 samples.
Fourteen of fifteen samples provided an unweighted average recovery of 82.2%. The better recoveries were skewed toward the higher grade
samples.

Pinion Project
An initial program of metallurgical test work was conducted in 1992 by Crown Metals using RC drill cuttings samples that were composited
and processed at McClelland Laboratories in Sparks, NV. A total of 158 – 5 foot RC samples were combined into 8 composite samples that
were subjected to basic cyanidation (leach) tests without further preparation (i.e. no additional grinding or screening was conducted). The
results of this work indicated that the samples (RC cuttings) were amenable to direct cyanidation with recoveries ranging from 75% to 91.3%
and averaged 81.8%. The samples were subjected to 96 hours of leaching but results indicated that gold leaching was relatively rapid and was
substantially completed between 6 and 24 hours. Cyanide consumption was low and lime requirements were moderate to high (Calloway,
1992b; DeMatties, 2003).
Additional metallurgical test work was completed in 1994, also at McClelland Laboratories (McPartland, 1995; DeMatties, 2003). Bottle roll
and column percolation leach tests were performed on 35 RC drill hole cuttings composites, comprising material from 529 individual RC drill
cuttings samples, as well as an 880 lb bulk sample collected from a surface exposure of the Pinion mineralization. Additional column
percolation leach testing at various grind sizes, along with mineralogical testing, was recommended.
The results for column leach testing conducted on the Pinion (surface) bulk sample indicate that gold recoveries increase with finer grinding up
to 80.6% by column leaching on material ground to 100 mesh. It was concluded from the simulated heap leach cyanidation testing completed
that the Pinion (referred to as “South Bullion”) bulk sample material was amenable to leaching at 62% - 2” and 82% - ¾” feed sizes.
With respect to the bottle roll testing of the 35 composited cuttings samples, the data indicates that the samples are amenable to direct
cyanidation at a nominal grind of 10 mesh with recoveries averaging 66.1%. Ten of the 35 composites were subjected to further grinding to
80% passing 65 mesh and resulted in an average increase in recovery of 13.7% from 60.6% to 68.0%, with 5 of the 10 samples averaging a
25% increase in recovery. Further grinding to 200 mesh had little effect on recoveries, which increased by an average of 3.8%. Leaching was
fairly rapid, cyanide consumption was considered low and lime requirements were moderate. There was no strong correlation between
composite depth and gold recovery, recovery rate or reagent requirements.
In 2004, personnel from Kappes, Cassiday & Associates (2004) supervised a trenching program on behalf of Royal Standard Minerals at the
Pinion Deposit that resulted in the collection of 6 bulk (or composite) samples (a single 55 gal drum) from 6 trenches at the deposit with
metallurgical testing completed on 5 of the samples and several grab samples from the trenches.
Metallurgical tests including bottle rolls and column leach tests, were completed on an equal weighted composite of the 5 bulk trench samples.
A cyanide bottle roll leach test was completed on a composite sample that ran for a period of 72 hours. Gold extraction from the pulverized
material was 78% after 72 hours of leaching based upon a calculated head grade of 0.048 oz/st (1.64 ppm) Au. Silver extraction was 54% based
upon a calculated head grade of 0.67 oz/st (22.97 ppm) Ag. Sodium cyanide consumption for the test is was 0.63 lbs NaCN/ton. Hydrated lime
consumption was 4.0 lbs Ca(OH) 2 /ton (Kappes, Cassiday & Associates, 2004).
Three separate column leach tests were conducted on the composite sample comprising material from five of the trenches completed at the
Pinion Project. These tests were conducted at crush sizes of 100% minus 1 ½”, minus ½” and minus ¼”. The gold extractions from the PC
Composite sample were 57%, 59% and 69% for these crush sizes, respectively. The silver extractions from the PC Composite sample were
31%, 33% and 62% for the same crush sizes, respectively. Sodium cyanide consumption averaged 1.44 lbs NaCN/ton and hydrated lime
consumption averaged 2.0 lbs Ca(OH) 2 /ton. The minus ¼” crush column leach test required 2.0 lbs cement/ton.
-96-
In addition, 76 hand samples were collected from the 6 Pinion trenches and measured for specific gravity using the wax coated water
displacement technique. The average of the 76 analyses was 2.65 g/cm 3 . However, this value was skewed slightly by an unusually high
average SG value of 3.20 g/cm 3 returned from one trench. The average SG value for the remaining 5 trenches was 2.55 g/cm 3 , which is very
close to (98.8% of) the value of 2.58 g/cm3 that was determined from the 171 SG measurements made on 2014 Pinion drill core samples
(Dufresne at al ., 2014). The average trench sample SG value excluding both the highest and the lowest individual trench averages (3.03g/cm 3
and 2.41g/cm 3 ), then the average of the remaining trench averages is 2.58 g/cm 3 , which is equal to the SG value determined for the Pinion
Deposit determined from 2014 drill core samples (Dufresne at al ., 2014).

2015 Cyanide Leach Work Phase 1 Drilling
Gold Standard submitted 1299 pulp samples from the 2014 and 2015 Phase 1 drilling for cyanide solubility analyses on Pinion drillhole sample
pulps with assays exceeding the 0.14 g/t Au cut-off grade as established by APEX in the 2014 Pinion Resource Report. A 30 g aliquot of
sample pulp is treated with cyanide and then analysed by atomic absorption for gold and silver.
For the 2014 drilling and Phase 1 2015 drilling two groups of mineralized lithologies were analysed of which the largest population is oxidized
multilithic breccias (mlbx) which forms the main host of gold mineralization at Pinion. The average gold recovery results for all areas is 82.4%.
The cyanide soluble silver results for 1173 oxidized and mineralized mlbx pulps averaged at 45.7% from this group. A second group of 102
samples which consist of mineralized and oxidized Tripon Pass limestone, Chainman Formation sandstone and Tonka Formation conglomerate
were also analyzed and their average percentage gold recovery is given as 84.2%.

2015 Cyanide Leach Work Phase 2 Drilling
Gold Standard submitted pulps from the Phase 2 drilling at Pinion to bring the total number of samples assayed for cyanide solubility to 2294
for the 2014 and 2015 Phases 1 and 2 drilling. As of the date of this AIF, this metallurgical test work remains in progress.

Dark Star Project
Gold Standard submitted 522 pulp samples from the 2015 RC drilling for cyanide solubility analyses on Dark Star with assays exceeding the
0.14 g/t Au cut-off grade as established by APEX for the 2015 Maiden Dark Star Resource. As of the date of this AIF, this metallurgical test
work remains in progress.

2015 Metallurgy Test Work
Gold Standard has divided Pinion into 11 areas for the purpose of metallurgical testing, namely; Main Zone , East Pinion North and Far
North ; North Zone: Central, North and South; NW Pinion : East, West and South and SE Pinion: Central and South. Gold Standard initiated
a study during 2015 consisting of two stages to establish the heap leachability of the Pinion ores with Stage One being bottle roll cyanide leach
studies for two crush sizes, i.e., where 80% passes 10 mesh Tyler (1.7 mm) and another one of 80% passing 200 mesh Tyler (75µm). Stage
Two of the study would be to conduct column and bottle roll cyanidation leach analyses utilizing half-cut drill core as a function of crush size.
Gold Standard submitted 4 shipments of RC and core sample rejects to Kappes, Cassiday & Associates from September to November 2015,
originating from coarse rejects of 2014 and 2015 drilling at Pinion for metallurgical test work which including head grade analyses and bottle
roll leach testing (Kappes, Cassiday & Associates, 2016). A total of 869 sampled intervals were used to generate 90 variability composites
where the variability considered were gold zones, gold mineralized formations, gold grade and cyanide leachable to total gold ratios. As of the
date of this AIF, this metallurgical test work remains in progress.
-97-
Mineral Resource Estimates
Since Gold Standard acquired and amalgamated the Railroad-Pinion Project it has undertaken an aggressive exploration strategy aimed at
delineating NI 43-101 compliant resource estimates at several of the pre-existing and newly discovered prospects. To date maiden NI 43-101
compliant mineral resource estimates have been completed for the Pinion and Dark Star Deposits by APEX. In early 2016 a revised resource
estimate was completed for the Pinion Deposit by APEX utilizing all of the historic through 2015 drilling data. The updated Pinion resource
estimate resulted in an approximate 49% increase in gold ounces contained in the indicated category and a nearly 6% increase in gold ounces in
the inferred category while maintaining grade throughout all categories. Details of three NI 43-101 compliant resource estimations completed
to date on the Railroad-Pinion Project are summarized below. Copies of the 2014 Pinion Resource Report and the 2015 Dark Star Resource
Report are available for review on SEDAR. A technical report for the updated 2016 Pinion Resource estimate is currently being prepared and
the information summarized below for such estimate is derived from such report.

2014 Pinion Deposit Maiden Mineral Resource Estimate Summary
Following its acquisition of the Scorpio Pinion Interests in March 2014, the Company initiated a Phase 1 drill program of 13 holes designed to
test and confirm mineralization within the Pinion Deposit. Results from the 2014 Phase 1 Pinion drilling confirmed historical assays from
several twinned holes and further confirmed that the collapse breccia-hosted oxide gold zone at the Pinion Deposit is widespread and
continuous, and that breccia development and mineralization appeared to thicken and strengthen adjacent to high angle fault zones and fault
intersections. A thorough review of historical drill data from the Pinion Deposit was completed by the Company in early 2014, which included
a significant core and RC chip re-logging effort, and was conducted in conjunction with personnel from APEX. At the conclusion of the
historical Pinion drill database review it was concluded that the data was of sufficient quality to warrant the completion of a maiden NI 43-101
mineral resource estimate for the Pinion Deposit. The Pinion resource was released on September 10, 2014 and the following information is
taken from the subsequent 2014 Pinion Resource Report (Dufresne et al. , 2014). Mineral resources are not mineral reserves and do not have
demonstrated economic viability. There is no guarantee that any part of the mineral resource discussed in the 2014 Pinion Resource Report will
be converted into a mineral reserve in the future.
The statistical analysis, geological modelling and resource estimation for the Pinion Deposit were performed by Steven Nicholls, BA Sc., M
AIG, under the direct supervision of Michael Dufresne, M.Sc., P. Geol., P.Geo., both of whom are with APEX and Qualified Persons as
defined by NI 43-101. Mineral resource modelling and estimation was carried out using a 3-dimensional block model based on geostatistical
applications using MICROMINE (v14.0.6), a commercially available resource estimation and mine planning software.
Modeling was conducted in Universal Transverse Mercator (UTM) coordinate space relative to the North American Datum (NAD) 1927 and
UTM Zone 11. The Pinion resource modeling utilized 392 drill holes that were completed from 1981 to 2014. Mr. Dufresne visited the Pinion
Project in May, 2013, April, 2014 and October, 2014 in order to verify and validate the historic drill hole database and to verify the drilling of
the recently completed 2014 core and RC holes completed by Gold Standard. Over the applicable 8 month period, APEX personnel were
intimately involved in the verification, validation, drill hole collar surveying and QA/QC analysis of the entire Pinion drill hole database. The
drill hole database was deemed of good enough quality to create an accurate geological interpretation and model, including the construction of
mineralization wireframes, and complete a statistical analysis and resource estimate.
The predominantly oxide gold-silver mineralization was estimated within three dimensional solids that were created from cross-sectional lode
interpretation. The upper contact has been cut by the topographic surface. There is little to no significant overburden present at the Pinion
Deposit. Grade was estimated into a block model with parent block size of 10 m (X) by 10 m (Y) by 3 m (Z) and sub-blocked down to 5 m (X)
by 5 m (Y) by 1 m (Z). A total of 171 density measurements were completed during 2014 on diamond drill core samples. These measurements
in combination with historic results yield an average nominal density of 2.58 kg/m 3 for gold mineralization hosted in the multilithic collapse
breccia. Grade estimation and interpolation of gold and silver was performed using the Inverse Distance squared (ID2) methodology and was
checked using Ordinary Kriging (OK). The indicated and inferred resources are constrained within a drilled area that extends approximately
2.3 km along strike to the north-northwest, 1.1 km across strike to the east-northeast and 400 m below surface.
-98-
The 2014 Pinion mineral resource was classified as comprising both Indicated and Inferred resources according to the CIM definition
standards. The classification of the Pinion Indicated and Inferred Mineral Resource was based on geological confidence, data quality and grade
continuity. The most relevant factors used in the classification process were:




Drill hole spacing density.
Level of confidence in the geological interpretation, which is a result of the extensive re-logging of drill chips. The observed stratigraphic
horizons are easily identifiable along strike and across the deposit which provides confidence in the geological and mineralization
continuity.
Estimation parameters i.e. continuity of mineralization
Proximity to the recently completed 2014 drill holes.
All mineral resources were reported within an optimized pit shell using US$1,250/ounce for gold and US$21.50/ounce for silver. The volume
and tonnage for the reported resources within the US$1,250/ounce of gold optimized pit shell represented approximately 82% of the total
tonnage of the unconstrained block model (utilizing a lower cutoff of 0.14 g/t Au).
The mineral resource estimates were reported at a range of gold cut-offs grades for both Indicated and Inferred categories, for gold and silver
respectively. No portion of the mineral resource was assigned to the “Measured” category. The 2014 Pinion Indicated and Inferred Mineral
Resource used a lower cut-off grade of 0.14 g/t Au, which was constrained within an optimised pit shell and included an Indicated Mineral
Resource of 20.84 million tonnes at 0.63 g/t Au for a total of 423,000 ounces of gold and an additional Inferred Mineral resource of 55.93
million tonnes at 0.57 g/t Au for 1.022 million ounces of gold. The reported mineral resource estimates were for only oxide mineral resources.
The mineral resource estimate for silver was constrained to the gold block model. Based upon the extent of sample data and the statistics for
silver the mineral resource was classified as entirely an Inferred Mineral Resource using the lower cutoff grade of the gold block model and
constrained within the optimized pit shell that utilized a price of US$1,250 per ounce for gold and US$21.50 per ounce for silver. The 2014
Pinion Inferred Mineral Resource for silver consisted of 76.77 million tonnes at 3.82 g/t Ag for 9.43 million ounces of silver.
The 2014 Maiden Pinion Resource for gold and silver is superseded in its entirety by the 2016 Pinion Resource estimate noted below.

2015 Dark Star Deposit Maiden Resource Estimate
In late 2014, Gold Standard secured additional mineral rights within the Pinion Project area, which were not part of the Scorpio Pinion Interests
acquired in March 2014. These agreements secured the vast majority of the remaining mineral rights to the Dark Star gold prospect located
approximately 2 miles (3km) east of the Pinion Deposit that the Company did not already own. A review of the historical Dark Star drilling
information was completed by Gold Standard personnel in conjunction with APEX, which confirmed that the existing Dark Star drilling data
was of sufficient quantity and quality to warrant a formal resource estimation effort for the prospect. APEX was retained to complete
geological modeling and resource estimation for the Dark Star prospect and a maiden resource estimate for the Dark Star Deposit was released
on March 3, 2015 (Dufresne et al , 2015). The following information is taken from the subsequent 2015 Dark Star Resource Report supporting
the Dark Star Deposit mineral resource estimation effort, a copy of which is available for review on SEDAR.
The initial mineral resource estimate for the Dark Star Deposit comprises an Inferred Mineral Resource of 23.11 million tonnes grading 0.51 g/t
Au, totaling 375,000 ounces (oz) of gold, using a cut-off grade of 0.14 g/t Au. See Table 14.3 below extracted from the 2016 Railroad-Pinion
Report. A sensitivity analysis of the grade and tonnage relationships at a variety of cutoff grades is also shown in Table 14.3.
-99-
Table 14.3: The Dark Star NI 43-101 Mineral Resource Estimate at Various Lower Gold Cut-Offs ( * ) .
Classification*
Inferred
Cutoff Grade
Au
(grams per
tonne)
0.1
0.14**
0.2
0.3
0.4
0.5
0.6
Tonnage Au
(million
metric
tonnes)
23.11
23.11
23.05
21.43
16.83
9.95
4.66
Grade - Au
(grams per
tonne)
0.51
0.51
0.51
0.52
0.57
0.65
0.78
Contained
Ounces Au ***
(troy ounces)
375,000
375,000
375,000
361,000
309,000
209,000
117,000
*Inferred Mineral Resources are not Mineral Reserves. Mineral resources which are not mineral reserves do not have demonstrated economic
viability. There has been insufficient exploration to define the inferred resource as an indicated or measured mineral resource, however, it is
reasonably expected that the majority of the Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued
exploration. There is no guarantee that any part of the mineral resources discussed herein will be converted into a mineral reserve in the
future.
** Reported resources have been constrained within a $1250/ounce of gold pit shell.
*** “Contained Ounces” values have been rounded to the nearest 1000 ounces.
The maiden NI 43-101 mineral resource estimate for the Dark Star Deposit was prepared by Michael Dufresne, M.Sc., P.Geol., P.Geo. and
Steven Nicholls, BA.Sc., MAIG of APEX, both Qualified Persons as defined by NI 43-101. The current Inferred Mineral Resource estimate is
based on the results of 105 RC drill holes from multiple historical drilling campaigns conducted by other companies from 1991 to
1999. During late 2014 through most of 2015, APEX personnel have been intimately involved along with Gold Standard personnel in a
comprehensive data verification and validation program with respect to the Dark Star drill hole database. This effort includes a project-wide
drill hole re-logging program by Gold Standard personnel designed to standardize geological information in order to facilitate geological
modeling throughout the area. The data verification program has resulted in an increased level of confidence in the geologically controlled
mineralization model for Dark Star. In the opinion of APEX, the Dark Star database is suitable for resource estimation.
The resource block model was generated using a total of 105 RC drill holes. Drilling has been completed on roughly east-west cross-sections
that range in spacing from 15 to 50 m. The Dark Star assay file comprised 9,364 analyses of variable lengths, of which 9,103 samples have
been assayed for gold. The silver assays are sporadic at best. Of the 9,364 samples in the Dark Star database, roughly one fifth (2,113 assays)
are situated within the gold mineralized lodes. Statistical analysis indicates that the Dark Star gold assays represent a single population of
data. Mineralized wireframes/solids were constructed to separate the different mineralized horizons. A capping value of 3.2 g/t Au was
applied to the data used in the reported resource estimate, which only affected 10 samples. Subsequent analysis of capped and uncapped
resource figures indicated that the capping had little effect on the reported resource estimate.
The mineral resource was estimated by the ID2 method within a three dimensional mineralization envelope that was tailored to the geological
model, which was assisted by the detailed data verification effort described above that included chip re-logging, geological re-interpretation
and modelling. Grade was estimated into 15 m (X) x 15 m (Y) x 3 m (Z) parent blocks which were sub-blocked down to 5 m (X) x 5 m (Y) x
1 m (Z) to provide a better representation of the lode volume. Silver was not estimated. An incremental search ellipsoid ranging from 30 m x
30 m x 45 m to 180 m x 180 m x 270 m orientated along an azimuth of 12° was used for the gold grade interpolation. A nominal density of
2.58 tonnes per cubic meter was applied to all mineralized blocks, which is based upon the density measurement utilized at the nearby Pinion
mineral resource (see Dufresne et al , 2015) and was confirmed with outcrop samples from Dark Star. The gold resource has been classified as
entirely inferred.
-100-
Historic metallurgical test work has been completed to date, which included an analysis of the suitability of Dark Star gold mineralization to
direct cyanide soluble leaching methods. Bottle roll leach test work was completed by Crown Resources Corp. in 1991. This test work obtained
recoveries of gold ranging from 75.0 to 91.3%, in direct cyanidation of RC chips in 96 hours of leaching. Gold recovery rates were fairly rapid
and extraction was substantially complete after 24 hours. Cyanide consumptions were low with lime consumptions moderate to high. Further
metallurgical test work is planned but these initial results are encouraging and warrant further investigation.
In order to demonstrate that the Dark Star Deposit has potential for economic extraction, the unconstrained resource block model was subjected
to various preliminary pit optimization scenarios. The criteria used in the whittle pit optimizer were standard for Nevada heap leach deposits
and were run at gold prices of US$1,250/ounce, US$1,400/ounce and US$1,550/ounce. All mineral resources have been reported within the
optimized pit shell using the US$1,250/ounce. The volume and tonnage for the reported resources within the US$1,250/ounce optimized pit
shell represents approximately 90% of the total tonnage in the unconstrained block model.

Updated 2016 Pinion Resource Estimate
During late 2015, Gold Standard contracted APEX to complete an updated NI 43-101 compliant mineral resource estimate for the Pinion
Deposit. The updated 2016 Pinion Resource estimate was released on March 15, 2016 and the following information is taken from the NI
43-101 technical report supporting the updated 2016 Pinion Resource estimate (the “ 2016 Updated Pinion Resource Report ”) which is
currently being prepared (Dufresne and Nicholls . , 2016). The 2016 Updated Pinion Resource Report will be filed on SEDAR within 45 days
from the March 15, 2016 news release.
The statistical analysis, geological modelling and resource estimation discussed in this section was performed by Steven Nicholls, BA.Sc.,
MAIG, with APEX under the direct supervision of Michael Dufresne, M.Sc., P. Geol., P.Geo., also with APEX. Both are Qualified Persons as
defined by NI 43-101. Mineral resource modelling and estimation was carried out using a 3-dimensional block model based on geostatistical
applications using commercial mine planning software MICROMINE (v14.0.6).
Modeling was conducted in Universal Transverse Mercator (UTM) coordinate space relative to the North American Datum (NAD) 1927 and
UTM Zone 11. A parent block size of 10 m (X) x 10 m (Y) x 3 m (Z) with sub-blocking down to 5 m x 5 m x 1 m was applied. The Pinion
resource modeling utilized 505 drill holes that were completed from 1981 to 2015. Mr. Dufresne visited the Pinion Project in May, 2013, April,
2014, October, 2014 and most recently in May-June and August-September, 2015 in order to verify and validate the historic drillhole dataset
and verify the drilling of the recently completed 2014 and 2015 diamond and RC drilling campaigns completed by Gold Standard. Over the
period of two years, APEX personnel were intimately involved in the verification, validation, drill hole collar surveying and QA/QC analysis of
the Pinion drill hole database. The current drill hole database is deemed to be in good condition and suitable to use in ongoing resource
estimation studies.
The revised 2016 Pinion Resource is reported in accordance with the Canadian Securities Administrators NI 43-101 and has been estimated
using the CIM “Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines” dated November 23, 2003, CIM “Definition
Standards for Mineral Resources and Mineral Reserves” dated November 27, 2010 and CIM “Definition Standards for Mineral Resources and
Mineral Reserves” dated May 10, 2014.
The Gold Standard Pinion project database has undergone extensive validation prior to calculation of the revised 2016 Pinion Resource
estimate. Historic drilling was largely conducted relative to local grid(s) and the relationship between the grid coordinates and world
coordinates was not well documented. The confirmation and validation of historical drillhole collar locations was addressed initially during the
May 2013 site visit conducted by Mr. Dufresne. During the visit, approximately 40 historical drill collars were located and recorded using a
hand-held GPS, along with tracks representing drill roads and trails. Although unmarked in the field, the identity of several drill collars were
ascertained due to their unique location. A comparison between the field GPS’s locations and their database coordinates indicated a small error
(50 to 70 m) but suggested that their relative positions were accurate relative to each other. Gold Standard then completed formal surveying of
the identified historic drill collars along with a number of others they were able to find using a differential GPS. This survey confirmed a
systematic shift and, more importantly, it confirmed that the relative positions for several of the historic phases of drilling were consistent with
historic surveying as recorded in the drill database. The remaining drill collars were located by matching drill collars and drilling roads and
trails with surveyed collars and the roads and trails visible in a high-resolution geo-rectified aerial photomosaic for the Pinion area that was
obtained by Gold Standard from Pacific Geomatics Ltd. It is important to note that the majority of the historic drill holes at Pinion were
formally surveyed at the time of their drilling and thus the problem was simply related to confirming the real world coordinates for the collars
given their accurate historic recording in local grid space. As a result of the collar surveying and validation work discussed above, APEX is
confident that the locations of the historic drill holes at the Pinion Deposit are now well established and are considered validated. This was
further reinforced when Gold Standard drilled a number of holes designed to twin historic drill holes and an excellent correlation was observed
both geologically and geochemically between the twinned holes.
-101-
The extensive historical data compilation and data validation process described above has resulted in a validated drill database for the Pinion
Deposit that is considered by APEX to be sufficiently reliable for use in the mineral resource estimation effort described below.
A total of 505 drill holes guided the geological interpretation and estimation of the Pinion mineral resource. This total comprises 24 diamond
drill holes and 481 RC drill holes that were completed from 1981 to 2015. Spacing between drill holes varies from 1 m to 1.25 km. Over the
life of the project, drilling has been completed on various grids, with line spacing varying from 20 m to 200 m. All of the drill holes were used
to guide the geological and mineralization model that was ultimately used in the resource estimation calculation. Lode interpretation was
completed using a validated database comprising 24 core and 481 RC drill holes, with an average drill hole spacing of 20 metres for the Main
and North Zones and 80 metres for the surrounding mineralized area.
The Pinion assay file comprises 44,123 analyses of variable length from a variety of sampled lithologies. Of the 44,123 samples in the Pinion
database, roughly one quarter (11,166 assays) are situated within the gold mineralized lodes. Within the original assay database there were a
number of assay intervals with either blank gold or silver grades, or a code describing the interval as a “missing sample” (e.g. MS, NS, NA,
-value). Many of these missing sample intervals were found to be located within mineralized zones, which is believed to be the result of poor
recovery and/or poor drilling conditions within mineralized breccia zones. It was decided to assign a grade of 0.05 g/t Au and 0.25 g/t Ag to
these intervals, as more than likely they would be in fact mineralized. The grade of 0.05 g/t Au is deemed suitable as it is half of the lower
grade cut off that was used for interpretation and modelling purposes. For gold, 246 “no sample” intervals (of the total 11,166 assay intervals
within the mineralized lodes) were assigned a grade of 0.05 g/t Au. For silver, 196 “no sample” intervals were assigned a grade of 0.25 g/t Ag.
In the database a large number (nearly half) of the drill holes do not contain silver analyses. These holes were not assigned any dummy silver
values, they were left blank. The minus values in the gold and silver analysis are believed to be the lower detection limit of the analytical
method. As such industry practice of applying a grade of half the negative value was applied. For gold, 132 “negative” intervals (of the total
11,166 assay intervals within the mineralized lodes) were assigned a grade of half the negative detection limit. For silver, 71 “negative”
intervals were assigned a grade of half the negative detection limit.
Upon completing the geological interpretation of the Pinion Deposit it became clear that the bulk of the mineralization is hosted in a
multililthic, dissolution collapse breccia. Gold mineralization exhibits predictable lateral and strike continuity within this silicified and
oxidized breccia which appears to have developed preferentially between relatively impermeable silty micrite of the overlying Mississippian
Tripon Pass Formation and thick bedded limestone or calcarenite of the underlying Devonian Devil’s Gate Formation. As a result, it became
necessary to develop mineralization envelopes, based upon the new Pinion geological model, for the purpose of completing resource
estimation.
The Pinion mineral resource estimate was calculated utilizing the gold and silver assay grades. Thorough documentation of the analytical
methodologies adopted for all assays was not always recorded, but the available information indicates that gold analyses are the result of fire
assaying with variable aliquot size and finishing technique, whereas the silver analyses are mainly by ICP. Further work on compiling the meta
data associated with the assay database is recommended. This, and the fact that the Pinion assay database is incomplete with respect to silver
analyses, is reflected in the classification of silver as only inferred.
A total of 171 bulk density measurements were collected from the 2014 diamond drill core using the weight in air/weight in water
methodology. No further bulk density measurements were collected during 2015. An average nominal density of 2.58 kg/m 3 for gold
mineralization hosted in the multilithic collapse breccia was obtained from the 2014 work. Results indicate that a density of 2.58 kg/m 3 is
representative of the Pinion mineralization and was assigned to all mineralized blocks in the block model.
-102-
A parent block size of 10 m x 10 m x 3 m was chosen for the Pinion block model. This is deemed appropriate based on the current level of
drillhole spacing which ranges from 1 m to 1.25 km. Sub-blocking was used to more effectively honour the volumes and shapes created during
the geological interpretation of the mineralized wireframes or lodes. A comparison of wireframe volume versus block model volume was
performed for each of the estimations to ensure there was no under- or overestimation of tonnages. Each block was coded with the lode
number so that grade could be estimated as hard boundaries.
The Indicated and Inferred Pinion Resource estimation of gold and silver was calculated using inverse distance squared (ID2) for each of the
eleven lodes. Initially for the 2014 Indicated and Inferred Pinion resource estimation, both ID2 and ordinary kriging was used for resources
estimation but due to the resultant validation of the block models it was decided to use the ID2 estimation technique as it best honoured the
input composite grades. As such only the ID2 estimation technique was used for this estimation. Estimation was only calculated on parent
blocks. All sub-blocks within the parent block were assigned the parent block grade. A block discretization of 3 x 3 x 3 was applied to all
blocks during estimation. Each lode was estimated with ‘hard boundaries’, which means that only composite assays located within each lode
were used to estimate the grade of the blocks within that lode.
There were four passes of estimation performed for each lode. The size of the an-isotropic search ellipsoid was based on the suggested ranges
obtained from the variography. The maximum range of the gold variography suggested an anisotropic search radius of 275 m x 170 m x 25 m.
As such the search ellipsoids used in the estimation of the blocks was incrementally increased with each run to a third search range which was
similar to the maximum range observed in the variography. The final estimation ‘run’ the search ranges were expanded further to ensure all
blocks were estimated with grade. The minimum sample criteria for the number of composites to be selected from the number of drill holes
decreased with each run, as the search ellipsoid size increased. This was designed to ensure that the highest confidence blocks got estimated in
the first couple of runs.
For the classification of “Indicated”, the blocks that had been estimated in estimation runs 1 or 2 utilizing a search ellipsoid of approximately a
third of the suggested range identified in the variographic analysis were used as a guide. As such, these blocks exhibited a high level of
confidence. This, in conjunction with the proximity of the 2014 and 2015 drilling and level of confidence in the geological interpretation, aided
the decision to assign this area of the resource to the “Indicated” category. All blocks with an Indicated classification were assigned with a code
of two (2). The remaining resource situated within the optimized pit shell was classified as “Inferred”. All blocks with an “Inferred”
classification were assigned a code of three (3).
It should be noted that only the gold estimation was assigned the indicated classification. The silver resource has been classified as entirely
inferred. Further validation work on the historic silver analyses and methodology is required along with additional infill sampling in order to
increase the confidence in the silver model in order to bring it up to the standard of the gold model.
The 2016 Pinion Resource estimate is reported at a range of gold cut-offs grade in Table 14.2 and Table 14.3 below for both Indicated and
Inferred categories, for gold and silver respectively. No portion of the current mineral resource has been assigned to the “Measured”
category. The updated Pinion Indicated and Inferred Mineral Resource uses a cut-off grade of 0.14 g/t Au, which is constrained within an
optimized pit shell and includes an Indicated Mineral Resource of 31.61 million tonnes at 0.62 g/t Au for 630,300 ounces of gold and an
Inferred Mineral Resource of 61.08 million tonnes at 0.55 g/t Au for 1.081 million ounces of gold. The base case cut-off of 0.14 g/t Au is
highlighted in each table. Other cut-off grades are presented for review ranging from 0.1 g/t Au to 1.0 g/t Au for sensitivity analyses. Resource
blocks flagged as “reduced” were removed from the overall resource. The block modeled resource is shown with the US$1,250/ounce for gold
and US$21.50/ounce for silver pit shell in Figure 14.1 below.
The 2016 Pinion Resource for silver is constrained in the same optimized pit shell as the gold resource. The silver resource is also constrained
by the gold lower cutoff grade of 0.14 g/t. The updated Pinion Deposit model yields an Inferred Mineral Resource of 92.69 million tonnes at
4.16 g/t Ag for a total of 12.4 million ounces of silver as shown in Table 14.3 below.
-103-
Table 14.2: The Pinion revised NI 43-101 Mineral Resource Estimate for Gold at Various Lower Cut-offs.
Classification
Indicated
Inferred
Au Cutoff (grams
per tonne)
0.1
Tonnage - Au
(million metric
tonnes)
31.62
Au Grade (grams
per tonne)
0.62
Contained Au** (troy
ounces)***
0.14**
31.61
0.62
630,300
0.17
31.56
0.62
630,100
0.2
31.47
0.62
629,500
0.3
30.26
0.64
619,100
0.4
26.35
0.68
574,500
0.5
20.81
0.74
494,200
0.6
14.89
0.81
389,600
0.7
10.13
0.89
290,400
0.8
6.38
0.98
200,400
0.9
3.65
1.07
126,100
1
2.01
1.18
76,200
0.1
61.39
0.55
1,082,500
0.14**
61.08
0.55
1,081,300
0.17
60.29
0.56
1,077,300
0.2
58.93
0.56
1,069,200
0.3
50.10
0.62
997,200
0.4
39.15
0.69
874,100
0.5
29.32
0.78
732,500
0.6
21.10
0.87
587,000
0.7
14.32
0.97
445,900
0.8
9.08
1.10
320,000
0.9
5.46
1.26
221,500
1
3.58
1.43
164,300
630,400
*Indicated and Inferred Mineral Resources are not Mineral Reserves. Mineral resources which are not mineral reserves do not have
demonstrated economic viability. There has been insufficient exploration to define the inferred resources as an indicated or measured mineral
resource, however, it is reasonably expected that the majority of the Inferred Mineral Resources could be upgraded to Indicated Mineral
Resources with continued exploration. There is no guarantee that any part of the mineral resources discussed herein will be converted into a
mineral reserve in the future.
**The recommended reported resources are highlighted in bold and have been constrained within a US$1,250/ounce of gold and
US$21.50/ounce of silver optimized pit shell.
***Contained ounces may not add due to rounding.
-104-
Table 14.3: The Pinion revised NI 43-101 Mineral Resource Estimate for Silver at Various Lower Gold Cut-offs.
Au Cutoff (grams
per tonne)
0.1
0.14**
Tonnage – Ag
(million metric
tonnes)
93.01
92.69
Ag Grade (grams per
tonne)
4.15
4.16
0.17
91.85
4.18
12,349,800
0.2
90.40
4.22
12,255,800
0.3
80.36
4.42
11,424,300
0.4
65.50
4.72
9,946,000
0.5
50.13
5.09
8,200,100
0.6
35.99
5.21
6,030,700
0.7
24.45
5.24
4,120,500
0.8
15.47
5.08
2,527,100
0.9
9.12
4.88
1,429,500
1
5.59
4.65
836,600
Classification*
Inferred
Contained Ag** (troy
ounces)***
12,422,800
12,401,600
* Inferred Mineral Resources are not Mineral Reserves. Mineral resources which are not mineral reserves do not have demonstrated economic
viability. There has been insufficient exploration to define the inferred resources as an indicated or measured mineral resource, however, it is
reasonably expected that the majority of the Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued
exploration. There is no guarantee that any part of the mineral resources discussed herein will be converted into a mineral reserve in the
future.
**The recommended reported resources are highlighted in bold and have been constrained within a US$1,250/ounce of gold and
US%21.50/ounce of silver optimized pit shell.
***Contained ounces may not add due to rounding.
[remainder of page left blank intentionally]
-105-
Figure 14.1: Pinion 3D Model of the ID2 Block Model within the $1,250/ounce of Gold Pit Shell
The updated 2016 Pinion Resource estimate resulted in an approximate 49% increase in gold ounces contained in the Indicated category and a
nearly 6% increase in gold ounces in the Inferred category while maintaining grade throughout both categories compared to the 2014 Maiden
Pinion Resource.
Adjacent Properties
The Railroad-Pinion Project is situated along the southeastern portion of the Carlin Gold Trend. The Rain Mining District, which is largely
controlled by Newmont, is located only 2 to 3 km (1.2 to 2 miles) north of the north boundary of the Railroad-Pinion Project. The Rain District
has been an active exploration and mining area for several decades and is the location for Newmont’s current mining activities at the Emigrant
Mine. The Rain-Emigrant series of deposits has seen extensive exploration over the last three decades. To the south of the Railroad-Pinion
Project, several exploration areas have received sporadic exploration over the past three to four decades including Pony Creek. Adjacent
properties with bearing or influence on the Railroad-Pinion Project are described below. The authors of the 2016 Railroad-Pinion Report have
not visited or worked at any of these projects and where references are made to past production and/or historic or current mineral resources the
authors have not verified the information.

Rain
Rain is a Carlin-style, sedimentary rock-hosted gold deposit that is located approximately four miles (seven kilometers) north of the Company's
North Bullion Target. Newmont operated the Rain open pit mine, the Rain Underground mine and the SMZ open pit mine from 1988 to 2000
and produced approximately 1.24 million ounces of gold (Ressel et al , 2015; Longo et al., 2002). Longo et al. (2002) summarized a number
of mineral resources for the three deposits as follows: Rain open pit 15.5 million tons (14.1 million tonnes) at 0.066 oz Au/st (2.3 g/t) for a
total of 1,017,300 ounces of gold; Rain Underground 1.154 million tons (1.04 million tonnes) at 0.23 oz Au/st (7.9 g/t) for a total of 265,000
ounces of gold and the SMZ open pit 1.5 million tons (1.4 million tonnes) at 0.019 oz Au/st (0.65 g/t) for a total of 30,000 ounces of gold. No
mining has been conducted at these Rain deposits since the date of the Longo et al. (2002) report. The resources pre-date NI 43-101 and little
or no detailed information such as potential resource category or number of drill holes etc. is presented for the estimates or how the resources
were arrived at, therefore the estimates are considered historic in nature and should not be relied upon. None the less, the information provides
an indication of the potential size of the gold mineralized system and deposits held by Newmont immediately north of the Company's
Railroad-Pinion Project.
-106-
Along strike to the northwest of the Rain Project and likely on the same structure is the Saddle and Tess gold deposits. The mineralized zones
are roughly 3.5 km (2 miles) north of the Railroad-Pinion Project and 10 km (6 miles) northwest of the North Bullion Target. Longo et al.
(2002) states that Newmont identified a primarily underground high sulphide resource of 1.37 million tons (1.23 million tonnes) at 0.572 oz
Au/st (19.6 g/t) for a total of 782,000 ounces of gold at Saddle and 3.99 million tons (3.59 million tonnes) at 0.37 oz Au/st (12.7 g/t) for a total
of 1,475,000 ounces of gold at Tess. No mining has been conducted at the two deposits. The resources pre-date NI 43-101 and little or no
detailed information such as potential resource category or number of drill holes etc. is presented for the estimates or how the resources were
arrived at, therefore the estimates are considered historic in nature and should not be relied upon.
The Rain trend of mineralization is characterized by disseminated gold mineralization hosted in dominantly oxidized, silicified, dolomitized
and barite rich collapse breccia with rare sulfides, developed along the Webb Formation mudstone/Devils Gate Formation limestone contact
and along the Rain Fault. Important ore-controlling features at Rain include the west-northwest striking Rain fault, the Webb/Devils Gate
contact, collapse breccia and northeast striking faults. As at the Saddle and Tess deposits along the trend, shallow oxide zones give way to
deeper sulfide and carbon rich zones of substantial size and grade.
West-northwest striking structures, possibly similar in nature to the Rain Fault, are present within the Railroad-Pinion Project area. The
west-northwest structure at the Railroad Project appears to control the spatial distribution of the breccia and gold mineralization. At the Pinion
Project, west-northwest structures appear to separate and partially control gold mineralization of the North Zone and the northern portion of the
Main Zone. The structures parallel or are possibly coincident with a series of west-northwest fold axial planes.

Emigrant Springs
Emigrant Springs is a Carlin-style, sedimentary rock-hosted gold deposit that is located approximately four miles (seven kilometers)
north-northeast of the Company's North Bullion Target. Newmont is currently mining the deposit through open pit methods and processing the
ore at an onsite, run of mine heap leach operation. Disseminated gold mineralization is hosted in oxidized, silicified, dolomitized and barite rich
collapse breccia developed within the Webb Formation mudstone. Important ore-controlling features at Emigrant include the
north-south-striking Emigrant Fault, collapse breccia and the Northeast Fault.
Open pit, oxide resource and reserve calculations for Newmont’s Carlin Trend operations are typically commingled into a single heading of
“Carlin open pits, Nevada” category. In 2003, reserves at Emigrant were published at 1,200,000 ounces (Newmont, 2003). No details were
provided by Newmont as to the quality of the reserves. The mine is expected to produce roughly 80,000 ounces of gold over a ten plus year
mine life and has recently commenced production (Harding, 2012).

Pony Creek Property
Pony Creek is located approximately six miles (10 kilometers) south of Gold Standard’s Pinion Deposit. Gold mineralization is hosted in north
to northeast-trending shears in rhyolite intrusive and Mississippian to Permian age sediments proximal to the intrusive (Russell, 2006). A total
of 175 drill holes were completed on the project from 1981 through 2004, and of these holes, 151 contained gold intercepts of at least 5 ft (1.5
m) of 0.010 oz Au/st (0.34 g/t) (Russell, 2006). No NI 43-101 compliant resource has been disclosed at Pony Creek.
The presence of gold mineralization, resources and/or reserves at the above adjacent properties is not necessarily indicative of the gold
mineralization, potential resources or potential reserves at the Railroad-Pinion Project.
-107-
Other Relevant Data and Information
There are no additional data for the Railroad-Pinion Project beyond that discussed in the preceding sections.
Interpretation and Conclusions
Gold Standard’s Railroad–Pinion Project is located at the southeast end of the Carlin (Gold) Trend, a northwest alignment of sedimentary
rock-hosted gold deposits in northeastern Nevada. The Carlin Trend comprises more than 40 separate gold deposits that have produced in
excess of 80 million ounces of gold to date (Muntean, 2014). The Project is located in the Piñon Range of mountains and is centered on the
southernmost of four domed features along the Carlin Trend (Jackson and Koehler, 2014). The domes are cored by igneous intrusions that
uplift and expose Paleozoic rocks that are favorable for hosting Carlin-style gold deposits.
Gold Standard’s aggressive and ongoing, geologic model-driven exploration programs at the Railroad-Pinion Project since 2010 have
confirmed and expanded previously identified zones of mineralization and resulted in the discovery of several new zones and styles of
mineralization. Currently, the Railroad-Pinion Project includes a variety of mineralization types: 1) classic Carlin-style disseminated gold in
carbonate dissolution collapse breccia at the contact between Devonian carbonates and Mississippian siliciclastics at the Pinion and North
Bullion deposits; 2) Carlin-style disseminated gold in silicified Pennsylvanian siliciclastic and carbonate rocks at the Dark Star Deposit; 3)
stacked, tabular oxide gold and copper zones in quartz hornfels breccia at the Bald Mountain Target; and 4) skarn-hosted silver, copper, lead
and zinc mineralization at the Central Bullion Target (Jackson and Koehler, 2014; Koehler et al ., 2014; Turner et al ., 2015; Dufresne et al .,
2015).
Drilling conducted in the Railroad Project area during 2012 and 2013 confirmed and expanded a significant Carlin-style, disseminated gold
system at the North Bullion target, and identified new mineralized zones at the Bald Mountain and Sylvania (Central Bullion) targets (Koehler
et al. , 2014; Turner et al , 2015). Drilling conducted by Gold Standard in 2014 focused on the Bald Mountain prospect and intersected
significant thicknesses of altered and brecciated lithologies hosting Au-Ag-Cu mineralization. Drilling at North Bullion during 2015 focused on
expanding a zone of higher grade gold mineralization within the “lower collapse breccia” where sufficient data now exists to warrant an initial
mineral resource estimate. The North Bullion mineralized zone remains open in a number of directions and warrants further drilling.
Continued drilling on the Bald Mountain and Sylvania (Central Bullion) targets is also warranted based on early-stage drill results. Early-stage
results from 10 other target areas at the Railroad portion of the Railroad-Pinion Project area indicate that additional geologic work and drilling
is also warranted.
In early 2014, Gold Standard significantly increased its land position with the acquisition of the Pinion Project area which is contiguous to the
south end of the Company’s original Railroad Project area (Koehler et al. , 2014). The Pinion transaction primarily comprised the acquisition of
mineral rights on lands where the Company previously held a minority interest, along with other lands where it previously held no interest, and
was part of an on-going effort to consolidate the mineral rights for the greater Railroad District under a single operator. In April 2014, Gold
Standard announced a further consolidation of mineral rights at Bald Mountain within the Railroad Project area and later announced the
acquisition of lands and additional mineral rights within, and south of, the Pinion Project area covering the Dark Star Deposit and Dixie gold
prospect.
The acquisition, and further consolidation, of mineral rights at the Pinion Project area by Gold Standard in 2014 represents an important step in
the advancement of the Railroad-Pinion Project. The Pinion portion of the Railroad-Pinion Project area now includes the Pinion, Dark Star and
Dixie gold prospects. Work by Gold Standard at the Pinion Project area in 2014 comprised the compilation and review of historic data at the
Pinion and Dark Star Deposits and included a significant re-logging effort of archived Pinion RC chip samples and core along with Pinion and
Dark Star RC chip samples. An initial phase of drilling at the Pinion Deposit comprising 13 holes confirmed historic drilling assay results and
the geological model for the deposit, which were utilized for a maiden NI 43-101 compliant mineral resource estimate that was constructed in
September, 2014 (Dufresne et al ., 2014; Turner et al , 2015). In late 2014, a second phase of drilling including 44 RC holes was completed at
the Pinion Deposit area and was successful in expanding the extent of gold mineralization. Recent work during 2015 has included a further two
phases of drilling with an additional 24 RC holes completed at the Pinion Deposit area. The Phase 2 drilling in 2014 combined with the 2015
drilling has led to an updated NI 43-101 compliant mineral resource estimate for the Pinion Deposit (see “ Mineral Resource Estimates ”
above; Dufresne and Nicholls , 2016).
-108-
Updated 2016 Pinion Resource
The 2016 NI 43-101 compliant Pinion mineral resource estimate was completed by APEX under the supervision and direction of Mr. Michael
Dufresne, M.Sc., P.Geol., P.Geo. a co-author of the 2016 Railroad-Pinion Report, and Mr. Steven Nicholls, BA.Sc., MAIG, both Qualified
Persons under NI 43-101.
The 2016 Pinion Resource estimate is reported at a range of gold lower cut-off grades in Table 14.7 and Table 14.8 (see “ Mineral Resource
Estimates - 2016 Pinion Updated Resource Estimate ”) for both Indicated and Inferred categories for gold and silver, respectively. The estimate
is also quoted at a lower cut-off grade of 0.14 g/t Au, which was constrained within an optimized pit shell, and includes an Indicated Mineral
Resource of 31.61 million tonnes at 0.62 g/t Au for a total of 630,300 ounces of gold and an additional Inferred Mineral Resource of 61.08
million tonnes at 0.55 g/t Au for 1,081,300 ounces of gold. The base case gold cut-off grade of 0.14 g/t Au is highlighted in each table, which
also includes the results of other estimates completed using gold cut-off grades ranging from 0.1 – 1.0 g/t Au. All reported resources include
only oxidized mineralization. The silver mineral resource estimate was constrained to the gold block model and was classified entirely as an
Inferred Mineral Resource. The Inferred 2016 Pinion Resource for silver comprises 92.69 million tonnes at 4.16 g/t Ag for 12,401,600 ounces
of silver.
The 2016 Pinion Resource is constrained within a drilled area that extends approximately 2.85 km along strike to the north-northwest, 1.1 km
across strike to the east-northeast and 400 metres below surface. The predominantly oxide gold-silver mineralization comprising the deposit
was estimated within three dimensional solids that were created from cross-sectional lode interpretation with the upper contact cut by the
topographic surface. Lode interpretation was completed using a validated database comprising 24 core and 481 RC drill holes, with an average
drill hole spacing of 20 metres for the Main and North Zones and 80 metres for the surrounding mineralized area. A total of 11,166 samples
were flagged within the interpreted mineralized lodes yielding a total of 5,756 gold and 3,511 silver composites of 3.05 metres length. No
capping of the gold dataset was required as no outliers were identified. A total of six high grade silver composites were capped to 65 g/t Ag.
Grade estimation for gold and silver was completed using the Inverse Distance squared methodology into a 10 m (X) by 10 m (Y) by 3 m (Z)
block model (with sub-blocking down to 5 m x 5m x 1 m). A total of 171 density measurements made during 2014 on diamond drill core
samples was used to establish an average nominal density of 2.58 kg/m 3 for gold mineralization hosted in the multilithic collapse breccia.
The 2016 Pinion Resource has been classified as comprising both Indicated and Inferred resources according to the CIM definition standards
(Table 14.2). The 2016 Pinion Resource for silver has been classified entirely as an Inferred Mineral Resource (Table 14.3). The classification
of the Pinion gold and silver resources was based on geological confidence, data quality and grade continuity. No portion of the 2016 Pinion
Resource has been assigned to the “Measured” category. Indicated and inferred mineral resources are not mineral reserves and do not have
demonstrated economic viability. There has been insufficient exploration to define the inferred resources as an indicated or measured mineral
resource, however, it is reasonably expected that the majority of the inferred mineral resources could be upgraded to indicated mineral
resources with continued exploration.
All reported mineral resources occur within a pit shell optimized using values of US$1,250 per ounce for gold and US$21.50 per ounce for
silver.
2015 Maiden Dark Star Resource
A maiden NI 43-101 compliant mineral resource for the Dark Star Deposit was completed in the spring of 2015 by APEX under the
supervision and direction of Michael Dufresne, M.Sc., P.Geol., P.Geo., a co-author of the 2016 Railroad-Pinion Report, and Steven Nicholls,
BA.Sc., MAIG, both Qualified Persons under NI 43-101. The Dark Star Deposit mineral resource is located in the southeast part of the
Railroad-Pinion Project area approximately 3 km (2 miles) east of the Pinion Deposit. The 2015 Maiden Dark Star Resource comprises an
“Inferred” Mineral Resource of 23.11 million tonnes grading 0.51 g/t Au totaling 375,000 ounces of gold, using a lower cut-off grade of 0.14
g/t Au (see Table 14.3 under “ Mineral Resource Estimates – 2015 Dark Star Deposit Maiden Resource Estimate ” above). A sensitivity
analysis of the grade and tonnage relationships at a variety of lower cutoff grades is also shown in Table 14.3.
-109-
The Inferred 2015 Maiden Dark Star Resource is reported within a pit shell optimized using a gold price of US$1,250 per ounce and is based
on the results of 105 RC drill holes from multiple historical drilling campaigns conducted by other companies from 1991 to 1999. Gold
Standard personnel, in conjunction with APEX, has conducted a comprehensive data verification and validation program for the Dark Star drill
hole database, which was assisted by a project-wide drill hole re-logging program. The data verification program has resulted in an increased
level of confidence in the geologically controlled mineralization model for the Dark Star Deposit to the point where the Dark Star database was
deemed suitable by APEX for resource estimation.
The 2015 Maiden Dark Star Resource was estimated using a total of 105 RC drill holes. Drilling has been completed on roughly east-west lines
(sections) that range in spacing from 15 to 50 metres. The Dark Star assay file comprised 9,364 analyses of variable lengths, of which 9,103
samples have been assayed for gold. Silver assays are sporadic at best and so the silver content of the Dark Star Deposit was not
estimated. Approximately one fifth of the Dark Star sample assays (2,113 assays) are situated within the gold mineralized lodes and a
statistical analysis indicates that the assays represent a single population of data. Mineralized wireframes/solids were constructed to separate
the different mineralized horizons. A capping value of 3.2 g/t Au was applied to the data, which only affected 10 samples, and a subsequent
analysis of capped and uncapped resource numbers indicates that the capping had little effect on the reported resource estimate.
The 2015 Maiden Dark Star Resource was estimated by the Inverse Distance squared (ID2) method within a three dimensional mineralization
envelope that was tailored to the geological model. Grade was estimated into a 15 m (X) x 15 m (Y) x 3 m (Z) block model, with sub-blocking
(down to 5 m x 5 m x 1 m) to provide a better representation of lode volumes. A nominal density of 2.58 tonnes per cubic meter was applied
to all mineralized blocks, which is based upon the density measurement utilized at the nearby Pinion mineral resource (Dufresne et al , 2014)
and was confirmed with outcrop samples from the Dark Star Deposit. The gold resource has been classified as entirely “inferred”. Inferred
mineral resources are not mineral reserves and do not have demonstrated economic viability. There has been insufficient exploration to define
the inferred resources as an indicated or measured mineral resource, however, it is reasonably expected that the majority of the inferred mineral
resources could be upgraded to indicated mineral resources with continued exploration.
2015 Drilling Pinion, Dark Star and North Bullion
During 2015, Gold Standard completed multi-phase RC drill programs totaling 46,732 feet (14,244 m) at the Pinion and Dark Star Deposits
along with 5 core holes totaling 6,115 feet (1,864 m) at Dark Star and North Bullion. The Phase 1 and 2 drilling programs at Pinion were
designed to extend areas of known oxide gold mineralization along strike and at depth to the 2014 Maiden Pinion Resource area, and test new
targets identified by the new 3D geologic model and previous surface exploration. Gold mineralization at Pinion is very continuous and
widespread within a highly permeable, silicified, and oxidized multilithic collapse breccia, which is favorably sandwiched between relatively
impermeable silty micrite of the overlying Mississippian Tripon Pass Formation and thick-bedded calcarenite of the underlying Devonian
Devil’s Gate Formation.
Phase 1 drilling at Pinion comprised a total of 10,970 feet (3,344 m) in 9 RC holes (PIN15-01 - PIN15-09). PIN15-02 intersected 1.38 g/t Au
over 24.4 metres hole length in oxidized and altered multilithic, dissolution collapse breccia along the west edge of the Pinion Deposit but
beyond the boundary of the 2014 Maiden Pinion Resource. PIN15-03 intersected multiple gold bearing horizons including 0.56 g/t Au over
82.3 metres hole length and 0.93 g/t Au over 6.2 metres hole length well beyond the southern limit of the 2014 Maiden Pinion Resource.
Phase 2 drilling at Pinion, completed between September and early December 2015, was designed to test five oxide resource expansion targets
including: an offset of the intersection in PIN15-02; high potential targets along the highly prospective South Fault Zone at the west edge of the
Pinion Deposit, and; the new Sentinel Contact target which is approximately 100 metres west of the Pinion Far North Zone. The Pinion Phase 2
program totaled 19,900 feet (6,066 m) of RC drilling in 15 holes (PIN15-10 – PIN15-24), with one hole to the northwest at the Irene Target
area, four holes to test the Sentinel contact at the northern end of the Pinion area and the remaining ten holes testing the potential for resource
expansion along the western, southern and eastern portions of the Pinion Deposit. Highlights include 0.81 g/t Au over 24.4 metres hole length
in PIN15-10, 0.82 g/t Au over 51.8 metres hole length in PIN15-21 and 0.95 g/t Au over 22.9 metres hole length in PIN15-22. All intercepts
were contained within oxidized and altered multilithic, dissolution collapse breccia, the principal Pinion Deposit host rock, and all intercepts
were obtained outside of the boundaries of the 2014 Maiden Pinion Resource. In total, 14 of the 18 holes drilled during 2015 targeting
expansion of the 2014 Maiden Pinion Resource area intersected significant gold with at minimum at least 0.3 g/t Au over thicknesses greater
than 6 metres.
-110-
As a direct effect of the Pinion 2015 drilling program and completing an updated geologic model, additional target zones have been identified
in undrilled areas or areas of limited drill hole testing. Shallow and deeper oxide targets have been identified adjacent to existing resources that
have good potential to expand the current inferred resources. Along with targets to potentially expand the resource, areas within the existing
inferred mineral resource that are defined by widely spaced drilling but with reasonable grades provide Gold Standard with potential to convert
and grow the indicated portion of the oxide mineral resource. The results indicate that there is potential to increase the areal and depth extent of
the existing updated 2016 Pinion Resource along the east-central boundary of the Pinion Deposit as well as along the margins at Southeast
Pinion, South Pinion, the West Margin of Pinion, Northwest Pinion and North Pinion. An aggressive 2016 drilling program is warranted to
further explore and perhaps expand the potential for additional shallow oxide gold mineralization associated with multilithic, dissolution
collapse breccia at the Pinion resource area.
The 2016 Pinion Resource was constrained by a pit optimization conducted using US$1,250 per ounce for gold and US$21.50 per ounce for
silver along with assumed costs for open pit mining and processing of oxide resources in Nevada. The “in-pit” optimized resources account for
a total of approximately 70% of the volume of the drilled and mineralized wire frame area at the Pinion Deposit. As a result, at the Pinion
mineralized area there is potential, based upon existing drilling, to add additional resources with a potential exploration target that ranges from
21 to 27 million tonnes at a grade of 0.5 to 0.6 g/t Au. Although the target is defined by wide spaced drilling, the potential size and grade are
considered conceptual in nature and there is insufficient drilling and exploration to define the target as a resource and it is uncertain if further
exploration including additional drilling will result in any part of the target being delineated as a resource or a mineral reserve.
The Phase 2 drilling program at Pinion included four holes (PIN15-16 through PIN15-19) designed to test the Sentinel contact target. A
systematic surface sampling program from outcrops of oxidized and silicified multilithic, dissolution collapse breccia at Sentinel yielded
anomalous gold in a number of composite chip or channel sampled intervals including (using a 0.14 g/t Au cut-off) 27.4 m of 0.35 g/t Au; 12.2
m of 0.46 g/t Au; 27.4 m of 0.32 g/t Au; 13.4 m of 0.3 g/t Au; 10.4 m of 0.27 g/t Au; 9.1 m of 0.26 g/t Au and 21.3 m of 0.2 g/t Au. The drill
holes in the vicinity of these surface zones intersected narrow but promising zones of near-surface, oxidized low grade gold mineralization
hosted in variably silicified, multilithic collapse breccia developed along the contact between the Devils Gate limestone and the underlying
Sentinel Mountain dolomite. Oxide mineralization is open in multiple directions. Further work is required to evaluate the potential of this
target.
The Phase 1 drilling at Dark Star (DS15-01 to DS15-05) totaling 5,145 feet (1,568 m) yielded gold mineralization up to 100 metres to the north
of historic drilling and the 2015 Maiden Dark Star Resource. DS15-03 intersected a near surface upper oxidized zone that returned 0.58 g/t Au
over 32.0 metres hole length and a deeper higher-grade sulphide-hosted zone of 1.90 g/t Au over 21.3 metres hole length which included 3.13
g/t Au over 12.2 metres hole length. The Phase 1 drilling indicates that there is potential to expand the 2015 Maiden Dark Star Resource to the
north. Further drilling is required to evaluate the potential of this target.
The Phase 2 drilling program at Dark Star North yielded a high priority new oxide gold discovery in Pennsylvanian calcareous siliciclastic
rocks approximately 500 metres north of the 2015 Maiden Dark Star Resource. The Phase 2 drilling was completed during October through
December, 2015 and comprised 7 RC holes (DS15-06 – DS15-12) for a total of 10,015 feet (3,053 m), plus 1 diamond (core) drill hole
(DS15-13) for 1,402 feet (427 m). Holes DS15-10 and 15-11 intersected a vertically extensive oxide gold zone hosted in a variably silicified
and quartz veined bioclastic conglomerate similar to that which hosts the 2015 Maiden Dark Star Resource. DS15-10 and DS15-11 intersected
1.38 g/t Au over 149.4 metres hole length and 1.51 g/t Au over 157.0 metre hole length, respectively. The two holes were drilled about 50 to 60
metres apart. The Phase 2 core hole, DS15-13, was completed as a twin to RC hole DS15-11 at the newly discovered Dark Star North oxide
gold zone. Core hole DS15-13 returned multiple, significant, oxidized gold intercepts including from two separate zones an upper zone of 1.85
g/t Au over 15.4 metres core length and a lower zone of 1.60 g/t Au over 96.96 metres core length. The lower gold zone also yielded higher
grade zones including 3.29 g/t Au over 17.98 metres core length and a second zone of 4.62 g/t Au over 6.40 metres core length. The core hole
confirmed the grades and thicknesses obtained from the RC drilling. Although no resources exist at Dark Star North, a recent 3D geological
model combined with recent drilling indicate there is potential to identify future resources. Further drilling is required to evaluate the potential
of this target.
-111-
The 2015 drill program at North Bullion consisted of 4 holes (1,437 m core and 214 m RC) designed to test west-northwest and north
extensions of the higher grade lower breccia-hosted gold zone discovered by Gold Standard in 2012 and 2013. Of these four holes, three
(RR11-07, RR13-13, RR13-15) were collared but not completed in 2011 and 2013, and one hole (RR15-01) was a 2015 RC collar with an
intended core tail that was lost before testing its intended target. Two of three holes that reached target depth at North Bullion returned
significant intercepts that expand the known gold mineralization to the northwest. Highlight results include 3.53 g/t Au over 12.4 metres within
a thicker interval of 1.68 g Au/t over 74.4 metres core length in hole RR13-13. The gold intercepts and strong alteration in RR13-13 and
RR13-15 confirm the west-northwest trend to the high grade lower zone at North Bullion.
Although no resources exist at the Railroad (and North Bullion) Project, recent 3D modelling combined with recent drilling indicate there is
potential to identify significant future resources. Further drilling is required to evaluate the potential of the targets at Railroad and North
Bullion.
Other Railroad – Pinion Project Prospects
Based upon a review of available historical information and recent data from the on-going exploration work by Gold Standard at other prospect
areas throughout the Railroad–Pinion Project area, the authors of the 2016 Railroad-Pinion Report conclude the following:

Gold Standard has continued to confirm the occurrence of an important sedimentary rock-hosted gold system at the North Bullion
Target. Drilling to date has intersected Carlin-style gold mineralization with high grades in a number of intersections and continue to
indicate the North Bullion discovery is a significant carbon-sulfide refractory gold deposit that remains open in multiple
directions. Continued step-out and offset drilling is warranted for the lower collapse breccia zone. In addition, sufficient data has
now been collected to warrant geological modeling of the deposit and the calculation of a maiden mineral resource estimate.

Gold Standard has confirmed the discovery of a new sedimentary rock-hosted gold and copper system hosted in oxidized, brecciated
and hornfelsed rocks at the Bald Mountain Target. Drill results during 2013 and 2014 indicate this is a significant polymetallic
discovery that remains open in all directions. Continued drilling is warranted.

Gold Standard has confirmed the discovery of a new silver, copper, lead and zinc skarn system at the Sylvania (Central Bullion)
Target. Prior drill results indicate this is a significant polymetallic discovery that remains open in all directions. Continued drilling is
warranted.

The initial drill results in the Bullion Fault Corridor target confirmed that a Carlin-style hydrothermal system associated with igneous
dikes is present to the south of the North Bullion Target. Much of the +5 mile long strike of the Bullion Fault (target) remains
untested by drilling. Additional drilling is recommended.

Over the last 15 months, Gold Standard has significantly increased its land holdings in the Pinion Project portion of the
Railroad-Pinion Project. The Pinion Project is located immediately south of the Railroad Project and includes two Carlin-style gold
prospects (Pinion and Dark Star). At both prospects, maiden mineral resource estimates were completed during 2014 and 2015,
respectively. Further drilling at both Pinion and Dark Star is warranted to infill the existing mineralization and to expand the known
zones of mineralization. Further drilling to expand and explore the mineralized system for areas of improved grade is warranted at
Dark Star.

Further exploration, including fieldwork and drilling, is warranted at other targets in the Pinion Project area including Dark Star
North, the DSST corridor from Dark Star to Dixie, Dixie, Papoose Canyon, Papoose Canyon North and JR Buttes.

Sixteen target areas have been identified by Gold Standard for additional exploration at the Railroad Project portion of the
Railroad-Pinion Project area. The targets are focused on gold, but also include silver, copper, lead and zinc. Nine of these targets
have been drilled by Gold Standard. Although Gold Standard has drilled and conducted extensive work in these areas, and historic
work has been done in others, sampling and drilling of sufficient density to determine the distribution and continuity of gold
mineralization at most of the targets at the Railroad Project is not yet sufficient to establish a mineral resource or reserve, with the
exception of North Bullion.
-112-

Geologic mapping, geophysics and geochemical sampling continue to refine target areas. The integration of these techniques has
identified new target areas. Further exploration utilizing these techniques is warranted throughout the Railroad-Pinion Project area to
develop additional drill targets.

The geologic, structural and mineralization models used for the Railroad-Pinion Project are analogous to sedimentary rock-hosted
gold and polymetallic skarn deposit models used on the Carlin Trend and in northern Nevada.

In the opinion of the authors of the 2016 Railroad-Pinion Report, exploration techniques and, specifically, the sampling and analytical
procedures employed by Gold Standard at the Railroad-Pinion Project are consistent with industry standards and are appropriate both
with respect to the type of mineral deposit(s) being explored and with respect to insuring overall data quality and integrity.
Recommendations
Gold Standard’s Railroad-Pinion Project is located at the southeast end of the Carlin (Gold) Trend. The project area covers a significant portion
of the southernmost structural window within the Carlin Trend that exposes prospective Upper Paleozoic – Pennsylvanian units that host gold
mineralization often associated with multilithic collapse breccias elsewhere in the district and comprises a number of gold target
areas. Exploration during 2014 and 2015 has resulted in the identification of significant maiden NI 43-101 mineral resource estimates for gold
at the Pinion and Dark Star Deposits. Historic work and exploration conducted by Gold Standard since 2010 has identified several other
significant zones of gold and base metal mineralization within the Railroad–Pinion Project that warrant further exploration.
The combined Railroad-Pinion Project was the subject of two recent NI 43-101 technical reports dated March 31, 2014 and March 31, 2015
(together the “ 2014 and 2015 Railroad-Pinion Reports ”), in which detailed recommendations were outlined for both the Railroad and Pinion
portions of the Railroad-Pinion Project. Copies of the 2014 and 2015 Railroad-Pinion Reports are available for review on SEDAR. Recent
work completed at the Railroad-Pinion Project by Gold Standard has been focused on the Pinion Deposit and thus the recommendations made
in the 2014 and 2015 Railroad-Pinion Reports pertaining to the Railroad Project target areas remain valid. The 2016 Railroad-Pinion Report
describes maiden NI 43-101 compliant mineral resource estimates for the Pinion and Dark Star Deposits, a recent updated mineral resource
estimate for the Pinion Deposit, along with follow-up Phase 1 and 2 drilling during 2015 at Pinion, Dark Star and North Bullion. Further
aggressive exploration, including drilling is warranted at Pinion and Dark Star aimed at expanding and improving the confidence in the existing
mineral resources. Prior exploration by Gold Standard from 2010 to late 2013 identified a number of targets at the Railroad Project that
warrant follow-up exploration including drilling. The following section discusses recommendations for future work specific to the entire
Railroad-Pinion Project area.
Based upon the results to date, the authors of the 2016 Railroad-Pinion Report recommend an aggressive exploration program for the Pinion
Project area involving surface exploration, additional exploration drilling, resource expansion and infill drilling along with continued
metallurgical test work at both the Pinion and Dark Star Deposits. With respect to fieldwork, APEX recommends additional soil sampling to
expand upon and fill in gaps to the existing database for the Pinion Project area and cover potential strike extensions of the mineralization to
the south, and southeast at Pinion along with better geochemical coverage of the Dark Star to Dixie area. Additional geophysical surveying
(including one or more of Gravity, IP, CSAMT and TDEM surveys) for the deposit areas and project area is strongly recommended to provide
data to assist the targeting of infill, step-out and exploration drilling. Continued surface and subsurface geological mapping and rock sampling
is recommended to aid in refining the geological model for the Pinion Deposit area that has been developed largely from sub-surface drill hole
information. Exploration and some infill confirmation drilling are required at Dark Star, preferably including some core holes, in order to build
upon the chip re-logging program to develop and refine the geological and mineralization models. Once further drilling programs are
completed a resource update and potentially a preliminary economic assessment (“ PEA ”) that includes both Pinion and Dark Star will be
warranted. In addition, the 2015 fieldwork and prior exploration have identified a number of exploration targets outside of the Pinion and Dark
Star Deposit areas that warrant future exploration drill testing. Further field work comprising geological, geochemical and geophysical surveys
is recommended for the remainder of the Pinion Project area with particular attention paid to the JR Butte-Papoose trend located west of the
Pinion Deposit and the Dark Star to Dixie trend.
-113-
With respect to the Railroad Project area, additional in-fill and step-out drilling is warranted at the North Bullion, Bald Mountain and Central
Bullion target areas. Further reconnaissance drilling is recommended for several other target areas including the Cherry Springs, Bullion Fault
Corridor, Railroad, North Ridge and Lee Canyon areas. Continued fieldwork comprising geological mapping, geochemical surveying and
geophysical surveying is also warranted throughout the Railroad Project to identify and refine additional drill targets. The results of gravity
and CSAMT surveys completed to date at the Railroad Project are encouraging and the continued use of these techniques is strongly
recommended. Geological modeling and resource estimation is recommended for the North Bullion mineralized zones along with additional
metallurgical investigations and, possibly, preliminary engineering studies. The results of the modeling exercise may assist target definition for
the proposed in-fill and step-out drilling that is warranted at North Bullion.
With respect to drilling, the authors recommend a significant drill program intended to a) infill the current oxide resource areas at the Pinion
and Dark Star Deposits, b) further along strike drilling to test for additional zones of mineralization and extensions to existing zones at Pinion,
Dark Star and North Bullion, along with c) aggressive exploration drilling. Specifically, a Phase 1 follow-up drill program is recommended
that would comprise primarily RC drilling but would also include some core drilling, particularly at Dark Star, in order to confirm and expand
the evolving geological and mineralization model for the Pinion, Dark Star and North Bullion areas. Step-out drilling is recommended along
strike of the current resource areas at Pinion and Dark Star along with further step-out drilling at the North Bullion Prospect. Exploration
drilling is also recommended for several previously untested geochemical and geophysical (gravity) anomalies in proximity to the current
Pinion and Dark Star resource areas. A Phase 2 exploration focused drilling program is also recommended in order to step-out from Pinion and
Dark Star and identify further near surface oxide resources at targets such as Pinion Northwest, Pinion Southeast, Dark Star North, Dark
Star South, Papoose Canyon, Papoose Canyon North, JR Buttes and other prospects..
The budget presented below in Table 18.1 extracted from the 2016 Railroad-Pinion Report is intended to summarize estimated costs for
completing the recommended work program described above for the entire Railroad-Pinion Project area. The authors recommend a total of
42,310 metres (138,800 ft) of a combination of RC and core drilling in phased drilling campaigns at the Pinion and Dark Star Deposit areas and
at a variety of other targets across Gold Standard’s Railroad-Pinion Project area for a total cost of US$9,113,000. Other recommended property
wide activities include geological mapping, geochemical sampling, ground geophysical surveys, further metallurgical test work along with
geological modeling leading to updated resource estimates and preliminary engineering and environmental studies culminating in a PEA. The
estimated cost to conduct these studies is US$3,375,000, which includes approximately US$905,000 in property maintenance payments. The
recommended drilling and other geological, geophysical, engineering and environmental studies along with a contingency of 7%, yields an
overall budget to complete the recommended work of US$13,400,000.
It is the opinion of the authors of the 2016 Railroad-Pinion Report that all of the recommended work is warranted at this time and none is
contingent upon the results of any other part of the program.
Table 18.1: Railroad – Pinion Exploration Plan and Budget*.
Target Area
North Bullion Area
Bald Mountain
Pinion NW Main Zone, Cross
Structure, NW, South and
Sentinel Breccia
Pinion Far NW
Irene
Dark Star North
Dark Star Corridor
Pinion Met
Pinion Met
Activity
Drilling
Drilling
Cost/ft
$110/ft
$43/ft
Cost/m
$360/m
$143/m
Quantity ft
10,200
12,000
Quantity m
3,100
3,600
Cost
$1,122,000
$ 516,000
Drilling (RC)
$43/ft
$143/m
36,600
11,100
$1,574,000
Drilling (RC)
Drilling (RC)
Drilling
Drilling (RC)
Drilling (RC)
Drilling (core)
$47/ft
$50/ft
$110/ft
$43/ft
$55/ft
$105/ft
$157/m
$167/m
$360/m
$143/m
$183/m
$350/m
Subtotals
4,000
6,000
33,800
33,000
1,200
2,000
138,800
1,200
1,800
10,300
10,000
360
600
42,310
$ 188,000
$ 300,000
$3,718,000
$1,419,000
$ 66,000
$ 210,000
$ 9,113,000
Property Wide Activities
Geological Mapping
CSAMT
Gravity
Geochemical Sampling
Metallurgy
Resource Modeling & Scoping Studies
Bonding/Environmental
$ 50,000
$ 100,000
$ 30,000
$ 100,000
$ 650,000
$ 540,000
$ 1,000,000
Property Maintenance
Subtotal
Contingency (7%)
Total
*All costs are in US Dollars.
-114-
$ 905,000
$ 3,375,000
$ 912,000
$ 13,400,000
ITEM 8: RISK FACTORS
The operations of the Company are highly speculative due to, among other things, the high-risk nature of the Company's business, which
includes the acquisition, financing, exploration and, if warranted, development of mineral properties, and any investment in Common Shares
involves a high degree of risk and should be considered speculative. While the Company considers the risks set out below and incorporated by
reference herein to be the most significant to potential investors, they are not the only ones facing the Company. Additional risks and
uncertainties not currently known to the Company, or that the Company currently deems immaterial, may also materially adversely affect the
Company’s operations, business and financial condition. If any of these risks materialize into actual events or circumstances, the Company’s
assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to
be materially and adversely affected. In such circumstances, the price of the Company’s Common Shares could decline and investors may lose
all or part of their investment. Accordingly, potential investors should carefully consider the risks set out below and other information
contained or incorporated by reference in this AIF before purchasing Common Shares.
Risks Relating to the Company
The Company has a limited operating history.
The Company has a limited history of operations and its only mineral resource property is in the exploration stage. The Company has not
generated any operating revenues. As such, it is subject to many risks common to such enterprises, including under-capitalization, cash
shortages, limitations with respect to personnel and lack of revenues.
-115-
The Company has incurred losses since its inception and expects to incur losses for the foreseeable future.
The Company has not been profitable since its inception, has had negative cash flow from operational activities and does not expect to generate
revenues in the foreseeable future. For the fiscal year ended December 31, 2015, the Company had a loss and comprehensive loss of
$6,288,479 (2014 - $11,708,637). As at December 31 2015, the Company had an accumulated deficit of $33,869,041 (2014 - $28,841,501). To
become profitable, the Company must first establish commercial quantities of mineral reserves on its properties, and then either develop such
properties or locate and enter into agreements with third party operators to bring such properties into production. Mineral exploration and
development involves a high degree of risk that even a combination of careful evaluation, experience and knowledge cannot eliminate, and few
properties that are explored are ultimately developed into producing mines. In the event the Company undertakes development activity on any
of its properties, there is no certainty that the Company will produce revenues, operate profitably or provide a return on investment in the
future. It could be years before the Company receives any revenues from the production of gold or other precious metals, if ever. The
Company may suffer significant additional losses in the future and may never be profitable.
The Company may not be able to continue as a going concern.
The Company has limited financial resources and no operating revenues. To maintain its existing interest in the Railroad-Pinion Project, the
Company has contractually agreed to make certain expenditures for and on the project. The report of the independent auditors to the
Company’s consolidated financial statements for the fiscal year ended December 31, 2015 contains a note that indicates the existence of
material uncertainties that raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to
continue as a going concern is dependent upon, among other things, the Company establishing commercial quantities of mineral reserves on its
properties and obtaining the necessary financing to develop and profitably produce such minerals or, alternatively, disposing of its interests on
a profitable basis. Any unexpected costs, problems or delays could severely impact the Company's ability to continue exploration and
development activities. Should the Company be unable to continue as a going concern, realization of assets and settlement of liabilities in other
than the normal course of business may be at amounts materially different than the Company’s estimates. The amounts attributed to the
Company's Railroad-Pinion Project in its financial statements represent acquisition and exploration costs and should not be taken to represent
realizable value.
The Railroad-Pinion Project has limited mineral resources and no reserves.
The Company’s sole material mineral project is the Railroad-Pinion Project located along the Carlin Trend in Elko County, Nevada. More than
40 separate gold deposits have been delineated along the Carlin Trend with production exceeding 80 million ounces of gold.
The Railroad-Pinion Project is considered an early to intermediate stage exploration project with a favourable structural, geological and
stratigraphic setting that is situated at the southeast end of the Carlin Trend; however, save for the 2016 Pinion Resource and the 2015 Maiden
Dark Star Resource (see Item 7 "MATERIAL MINERAL PROJECT - Railroad-Pinion Project, Elko County, Nevada - Mineral Resource
Estimates ), the Railroad-Pinion Project has no known NI 43-101 compliant mineral resources or reserves.
Historic and current exploration in the Railroad Project area as outlined in the 2016 Railroad-Pinion Report demonstrates that the Railroad
Project is a well mineralized area that has the potential to yield future mineral resources with additional exploration.
While the 2016 Railroad-Pinion Report does not contain an estimate for mineral resources or mineral reserves for the Railroad Project, it does
make reference to certain historical estimates for gold on portions of the Railroad Project. The Company does not treat these historical
estimates, or any part of them, as current mineral resources or reserves as defined by NI 43-101, as there is insufficient information available to
fully assess data quality, complete estimation procedures, and the standards by which the estimates were completed and/or categorized. In
addition, no gold has been produced from the historical estimates. The historical estimates have been included in the 2016 Railroad-Pinion
Report simply to demonstrate the mineral potential of certain target areas within the Railroad Project. A thorough review of all historic data
performed by a "qualified person" as defined in NI 43-101, along with additional exploration and validation work to confirm results and
estimation parameters, would be required in order to produce a current and compliant NI 43-101 mineral resource estimate for the subject
targets.
-116-
For these reasons, among others, the historical estimates included in the 2016 Railroad-Pinion Report with respect to the Railroad Project
should not be relied upon as a guarantee of mineral resources or reserves. Actual mineral resources or reserves, if any, may differ significantly.
Newmont Mining Corporation has retained a back-in right on a portion of the Railroad Project, which, if exercised, could dilute the
Company’s interest in that portion of the Railroad Project.
The Company has leased a portion of the property comprising the Railroad Project from Newmont. The lease relates to 640 acres of fee surface
rights and 1,280 acres of fee mineral rights and 1,280 acres of mining claims. However, Newmont has retained a back-in right over the leased
property, which allows them to re-acquire up to a 70% interest in this portion of the Railroad Project. If Newmont exercises its back-in right,
the Company’s interest in that portion of the Railroad Project would decline. See Item 5.4 "Mineral Properties – Railroad Project, Elko
County, Nevada – Minerals Lease and Agreement with Newmont Mining Corporation ”.
The Company will require additional capital to develop its Railroad-Pinion Project or complete further exploration programs.
The Company’s current operations do not generate any cash flow. Future work on the Company’s Railroad-Pinion Project will require
additional financing. At December 31, 2015, the Company had cash and cash equivalents of $10,121,153 and a working capital surplus of
$9,099,363. Subsequent to December 31, 2015, the Company completed the 2016 Private Placement of 29,931,931 Common Shares at a price
of $1.00 per share for gross proceeds of $29,931,931 to fund additional exploration of the Railroad-Pinion Project and for general corporate and
working capital purposes. Between February and March, 2016, the Company issued an additional 7,468,804 Common Shares at a price of
$1.00 per share for gross proceeds of $7,468,804 pursuant to the exercise of existing share purchase warrants and 795,000 Common Shares at a
weighted average price of $0.70 per share for gross proceeds of $558,850 upon the exercise of stock options. See Item 5.3 “GENERAL
DEVELOPMENT OF THE BUSINESS - Three Year History - Recent Financings ”. While the Company estimates that its current working
capital surplus, together with the net proceeds from the 2016 Private Placement and exercise of warrants and stock options, will enable it to
fund the complete work program on the Railroad-Pinion Project recommended in the 2016 Railroad-Pinion Report, if the Company is
successful in identifying additional resources through additional drilling and analysis, it will require significant amounts of additional capital to
construct a mill and other facilities and to develop metallurgical processes to extract those resources at any mine site. There are no assurances
that the Company will be able to obtain additional funding to allow the Company to fund such costs in whole or in part. Failure to obtain such
additional financing could result in the delay or indefinite postponement of further exploration and/or development and the possible, partial or
total loss of the Company’s interest in the Railroad-Pinion Project. The Company will also require additional funding to acquire further
property interests and maintain and/or carry out exploration work thereon and for general and administrative and working capital purposes.
The Company’s ability to arrange financing in the future will depend, in part, upon the prevailing capital market conditions as well as its
business performance. There can be no assurance that the Company will be successful in its efforts to arrange additional financing on terms
satisfactory to it or at all. If the Company raises additional financing through the issuance of shares from its treasury, control of the Company
may change and existing shareholders will suffer additional dilution.
Calculations of mineral resources and reserves are only estimates.
The Pinion Deposit includes a NI 43-101 compliant resource of 31.61 million tonnes at 0.62 g/t Au for a total of 630,300 ounces of gold
(indicated), 61.08 million tonnes at 0.55 g/t Au for 1,081,300 ounces of gold (inferred) and 92.69 million tonnes at 4.16 g/t Ag for 12,401,600
ounces of silver (inferred). In addition, the Dark Star Deposit contains a NI 43-101 compliant resource of 23.11 million tonnes grading 0.51 g/t
Au totaling 375,000 ounces of gold (inferred). See Item 7 "MATERIAL MINERAL PROJECT - Railroad-Pinion Project, Elko County,
Nevada - Mineral Resource Estimates " above.
However, the estimating of mineral reserves and resources is a subjective process and the accuracy of such estimates is a function of the
quantity and quality of available data and the assumptions used and judgments made in interpreting engineering and geological information.
There is significant uncertainty in any mineral resource or reserve estimate, and the actual deposits encountered and the economic viability of
mining a deposit may differ materially from the Company’s estimates. Estimated mineral resources or reserves may have to be recalculated
based on changes in metal prices, further exploration or development activity or actual production experience. These changes could materially
and adversely affect estimates of the volume or grade of mineralization, estimated recovery rates or other important factors that influence
estimates of mineral resources and reserves. Any material change in the quantity of mineral resources and reserves, mineralization, grade or
stripping ratio may affect the economic viability of the Company’s Railroad-Pinion Project. In addition, there can be no assurance that gold
recoveries or other metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during
production. Save for the 2016 Pinion Resource and the 2015 Maiden Dark Star Resource, as of the date of this AIF, there are no known
resources or reserves on the Railroad-Pinion Project.
-117-
The Company may experience difficulty attracting and retaining qualified personnel.
The success of the Company will be largely dependent upon the experience, judgment, discretion, integrity, good faith and performance of its
management and key employees, such as Jonathan T. Awde, President and Chief Executive Officer, and Mac R. Jackson, Jr., Vice-President,
Exploration. The Company could be adversely affected if such individuals do not remain with the Company. The Company does not maintain
life insurance policies in respect of its key personnel.
The Company’s future success will also be highly dependent on its ability to attract and retain key individuals to act as directors and/or
executives who have the necessary skills and abilities to successfully grow the Company.
Locating mineral deposits depends on a number of factors, not the least of which is the technical skill and expertise of the personnel involved.
The competition for qualified personnel in the mineral resource industry is intense and there can be no assurance that the Company will be able
to continue to attract and retain all personnel necessary for the development and operation of its business. Failure to retain existing management
and key employees or to attract and retain additional key individuals could have a materially adverse impact upon the Company’s success.
The Company is subject to foreign currency fluctuations.
The Company’s financial results are reported in Canadian dollars. The Company’s Railroad-Pinion Project is located in the United States and
the Company incurs most of its expenditures in United States dollars. Any appreciation in the currency of the United States against the
Canadian dollar will increase the Company’s costs of carrying out operations and its ability to continue to finance its operations. Such
fluctuations could have a material adverse effect on the Company’s financial results.
Failure to maintain effective internal control over financial reporting could have a material adverse effect on the Company’s operations.
The Company is required to document and test its internal control procedures in order to satisfy the requirements of Section 404 of United
States Sarbanes-Oxley Act (“ SOX ”), which requires annual management assessments of the effectiveness of the Company’s internal control
over financial reporting. During the course of the Company’s testing, the Company may identify material weaknesses. If the Company fails to
achieve and maintain the adequacy of its internal controls, as such standards are modified, supplemented or amended from time to time, the
Company may not be able to conclude on an ongoing basis that the Company has effective internal control over financial reporting in
accordance with Section 404 of SOX. Moreover, effective internal controls are necessary for the Company to produce reliable financial reports
and are important to help prevent financial fraud. If the Company cannot provide reliable financial reports or prevent fraud, the Company’s
business and operating results could be harmed, investors could lose confidence in the Company’s reported financial information, and the
trading price of the Common Shares could drop significantly. In addition, any failure to implement required new or improved controls, or
difficulties encountered in their implementation, could harm the Company's operating results or cause it to fail to meet its reporting obligations.
Future acquisitions of companies, if any, may provide the Company with challenges in implementing the required processes, procedures and
controls in its acquired operations. No evaluation can provide complete assurance that the Company's internal control over financial reporting
will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be reported. The
effectiveness of the Company's processes, procedures and controls could also be limited by simple errors or faulty judgments. There is no
certainty that the Company will be successful in complying with Section 404 of SOX on an ongoing basis.
-118-
Conflicts of interest may arise among the Company’s Board as a result of their involvement with other natural resource companies.
Certain of the directors of the Company are also directors and/or officers of other companies that are similarly engaged in the business of
acquiring, developing, and exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time if
the Company were to enter into negotiations to acquire an interest in a mineral project in which their other companies hold an interest, or the
Company were to enter into negotiations to sell an interest in its mineral properties to, or enter into a joint venture with, any of these
companies. The directors of the Company are required to act honestly and in good faith with a view to the best interests of the Company and
disclose any interest which they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the
Board, any director with a conflict must disclose his interest and abstain from voting on such matter. As a result of these conflicts of interests,
the Company may miss the opportunity to participate in certain transactions, which may have a material adverse effect on the Company's
business prospects, operations and financial position.
The Company's growth, future profitability and ability to obtain financing may be impacted by global financial conditions.
In recent years, global financial markets have been characterized by extreme volatility impacting many industries, including the mining
industry. Global financial conditions remain subject to sudden and rapid destabilizations in response to future economic shocks, as government
authorities may have limited resources to respond to future crises. A sudden or prolonged slowdown in the financial markets or other economic
conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer
debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Company’s growth
and profitability. Future economic shocks may be precipitated by a number of causes, including, but not limited to, material changes in the
price of oil and other commodities, the volatility of metal prices, geopolitical instability, war, terrorism, the devaluation and volatility of global
stock markets and natural disasters. Any sudden or rapid destabilization of global economic conditions could impact the Company’s ability to
obtain equity or debt financing in the future on terms favorable to the Company or at all. In such an event, the Company’s operations and
financial condition could be adversely impacted.
Risks Relating to the Mining Industry
Exploration and development of mineral properties involve a high degree of risk and few properties that are explored are ultimately
developed into producing properties.
Exploration and development of mineral properties involve a high degree of risk and few properties that are explored are ultimately developed
into producing properties. There is no assurance that the Company’s exploration activities will result in any discoveries of commercial bodies
of ore. There is also no assurance that even if commercial quantities of ore are discovered, a property will be brought into commercial
production or that the metallurgical processing will produce economically viable saleable products. The commercial viability of a deposit once
discovered and the decision as to whether it should be brought into production will depend upon the results of exploration programs and/or
feasibility studies, and the recommendations of qualified engineers and/or geologists, all of which involves significant expense. This decision
will also involve consideration and evaluation of several significant factors including, but not limited to:






costs of bringing a property into production, including exploration and development work, preparation of feasibility studies and
construction of production facilities;
availability and costs of financing;
ongoing costs of production;
market prices for the minerals to be produced;
environmental compliance regulations and restraints (including potential environmental liabilities associated with historical
exploration activities); and
political climate and/or governmental regulation and control.
Many of these factors are beyond the Company's control.
-119-
The Company is subject to substantial operating hazards and risks beyond its control.
The exploration, development and operation of mineral properties is inherently dangerous and involves many risks that even a combination of
experience, knowledge and careful evaluation may not be able to overcome, including, but not limited to:









difficult surface or underground conditions;
water conditions;
unexpected or unusual rock conditions or geological operating conditions, including rock bursts, cave-ins, ground fall, slope failures
and landslides;
fires, explosions, flooding, adverse weather conditions and earthquakes;
unanticipated variations in grade and other geological problems;
failure of pit walls or dams;
adverse environmental conditions or hazards;
mechanical and equipment performance problems; and
power failures and interruptions.
These risks could result in damage to, or destruction of, mineral properties, production facilities or other properties, personal injury or death,
including to the Company's employees, environmental damage, delays in mining, increased production costs, asset write downs, monetary
losses and possible legal liability. While the Company maintains insurance to insure against general commercial liability claims, such
insurance will not cover all of the potential risks associated with the Company’s operations at economically feasible premiums or at all.
Currently, the Company is not insured against most environmental risks or nuclear or terrorism incidents.
Losses from any one or more of these events that are not covered by the Company's insurance policies may cause the Company to incur
significant costs that could materially adversely affect its financial condition and ability to fund activities on its Railroad-Pinion Project. A
significant loss could force the Company to reduce or terminate its operations and even result in bankruptcy.
The Company may not have clear title to its Railroad-Pinion Project.
The Company’s ability to explore and operate its Railroad-Pinion Project depends on the validity of its title to such project. The mineral claims
currently making up the Company’s Railroad-Pinion Project consist of both patented and unpatented mining claims.
Unpatented mining claims are unique property interests and are generally considered to be subject to greater risk than other real property
interests because the validity of unpatented mining claims is often uncertain. Unpatented mining claims provide only possessory title and their
validity is often subject to contest by third parties or the federal government. These uncertainties relate to such things as the sufficiency of
mineral discovery, proper posting and marking of boundaries, assessment work, unregistered agreements, undetected defects and possible
conflicts with other claims not determinable from descriptions of record. Since a substantial portion of all mineral exploration, development
and mining in the United States now occurs on unpatented mining claims, this uncertainty is inherent in the mining industry.
No assurances can be given that title defects to the Company’s Railroad-Pinion Project or any future properties in which the Company may
seek to acquire an interest do not exist. Such defects may impair the Company's development of the underlying property and result in the loss
of all or a portion of the property to which the title defect relates.
Title insurance is generally not available for mineral properties and the Company’s ability to ensure that it has obtained secure claim to
individual mineral properties or mining concessions may be severely constrained. The Company’s Railroad-Pinion Project may be subject to
prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. The Company will
also remain at risk that the mining claims may be forfeited either to the United States government or to rival private claimants due to failure to
comply with statutory requirements as to location and maintenance of the claims or challenges to whether a discovery of a valuable mineral
exists on every claim. The Company’s Railroad-Pinion Project is also subject to annual compliance with assessment work and/or fee
requirements, property taxes, lease payments and other contractual payments and obligations. Any failure to make such payments or comply
with such requirements or obligations could result in the loss of all or a portion of the Company’s interest in the Railroad-Pinion Project.
-120-
The Company’s operations are subject to various governmental and regulatory requirements.
The Company’s current and future operations, including exploration and development activities and, if applicable, commencement of
production on its Railroad-Pinion Project, require permits from various federal, state and local governmental authorities, as well as approval of
members of surrounding communities. Such operations are also subject to extensive federal, state, and local laws, regulations and policies
governing various matters, including:











environmental protection;
management and use of toxic substances and explosives;
management of natural resources;
exploration and development of mines, production and post-closure reclamation;
exports;
price controls;
taxation and mining royalties;
regulations concerning business dealings with native groups;
management of tailing and other waste generated by operations;
labor standards and occupational health and safety, including mine safety; and
historic and cultural preservation.
Permits and studies may be necessary prior to operation of the Railroad-Pinion Project or other exploration properties in which the Company
may acquire an interest and there can be no guarantee that the Company will be able to obtain or maintain all necessary permits that may be
required to commence construction or operation of mining facilities at these properties on terms that enable operations to be conducted at
economically justifiable costs. The Company cannot be certain that all permits and approvals which it may require for its future operations will
be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any mining project that it might
undertake. To the extent such permits and approvals are required and are not obtained, the Company may be delayed or prohibited from
proceeding with planned exploration or development of the Railroad-Pinion Project, which would adversely affect the Company's business,
prospects and operations.
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions including orders issued by
regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital
expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate
those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed upon them for
violation of applicable laws or regulations. Amendments to current laws and regulations and permits governing operations and activities of
mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in
capital expenditures or exploration costs, reduction in levels of exploration or abandonment or delays in the development of mining properties.
The Company may face equipment shortages, access restrictions and lack of infrastructure.
Natural resource exploration, development and mining activities are dependent on the availability of mining, drilling and related equipment in
the particular areas where such activities are conducted. A limited supply of such equipment or access restrictions may affect the availability of
such equipment to the Company and may delay exploration, development or extraction activities. Certain equipment may not be immediately
available, or may require long lead time orders. A delay in obtaining necessary equipment for mineral exploration, including drill rigs, could
have a material adverse effect on the Company’s operations and financial results.
Mining, processing, development and exploration activities also depend, to one degree or another, on the availability of adequate infrastructure.
Reliable roads, bridges, power sources, fuel and water supply and the availability of skilled labor and other infrastructure are important
determinants, which affect capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or
more of these items could prevent or delay development of the Company’s Railroad-Pinion Project.
-121-
In accordance with the laws of the State of Nevada, the Company will need to obtain permits to drill water wells in connection with its future
exploration and, if applicable, development and production activities at its Railroad-Pinion Project. However, the amount of water that the
Company will be entitled to use from those wells will not be determined by the appropriate regulatory authorities until a future date. A final
determination of these rights will be dependent in part on the Company’s ability to demonstrate a beneficial use for the amount of water that it
intends to use. Unless the Company is successful in developing its Railroad-Pinion Project to a point where it can commence commercial
production of gold or other precious metals, it may not be able to demonstrate such beneficial use. Accordingly, there is no assurance that the
Company will have access to the amount of water needed to operate a mine at its Railroad-Pinion Project.
The Company's activities are subject to environmental laws and regulations that may increase the Company's costs and restrict its
operations.
All phases of the Company’s operations will be subject to federal, state and local environmental laws and regulations. These laws and
regulations address, among other things, the maintenance of air and water quality standards, land reclamation, the generation, transportation,
storage and disposal of solid and hazardous waste, and the protection of natural resources and endangered species. Environmental legislation is
evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent
environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and
employees. Compliance with environmental laws and regulations may require significant capital outlays on behalf of the Company and may
cause material changes or delays in the Company’s intended activities. Future changes in environmental regulation, if any, may adversely
affect the Company’s operations, make its operations prohibitively expensive, or prohibit them altogether.
Environmental hazards may exist on the Company’s Railroad-Pinion Project or on properties in which the Company may hold interests in the
future that are unknown to the Company at the present and that have been caused by the Company or by previous owners or operators of the
properties, or that may have occurred naturally. The Company may be liable for remediating such damages.
Failure to comply with applicable environmental laws, regulations and permitting requirements may result in enforcement actions thereunder,
including orders issued by regulatory or judicial authorities, causing operations to cease or be curtailed, and may include corrective measures
requiring capital expenditures, installation of additional equipment, or remedial actions.
Future production, if any, at the Company’s Railroad-Pinion Project or any future properties will involve the use of hazardous materials.
Should these materials leak or otherwise be discharged from their containment systems, the Company may become subject to liability. At
present, the Company maintains only limited insurance for environmental risks which may not cover or adequately protect the Company from
all potential liabilities including, but not limited to, pollution or other hazards as a result of the disposal of waste products occurring from
exploration or production.
In addition, neighbouring landowners and other third parties could file claims based on environmental statutes and common law for personal
injury and property damage allegedly caused by the release of hazardous substances or other waste material into the environment on or around
the Company’s Railroad-Pinion Project or other future properties. There can be no assurance that the Company’s defence of such claims will be
successful. A successful claim against the Company could have a material adverse affect on its business prospects, financial condition and
results of operations.
The Company is subject to the volatility in the market price of gold and other metals, which in the past have fluctuated widely.
The market price of gold and other metals has experienced volatile and significant price movements over short periods of time, and is affected
by numerous factors beyond the Company’s control, including:






international economic and political trends;
expectations of inflation;
currency exchange fluctuations (specifically, the U.S. dollar relative to other currencies);
interest rates;
global or regional consumption patterns;
speculative activities;
-122-



purchases and sales of gold by central banks;
availability and costs of substitutes; and
increased production due to improved mining and production methods.
The effect of these factors on metal prices cannot be predicted. A decrease in the price of gold or other relevant metal prices at any time during
exploration, development or production, if any, of the Company’s properties may prevent the Company’s properties from being economically
mined or may result in the write-off of assets whose value is impaired as a result of lower metal prices. A sustained period of declining gold
and other applicable metal prices would adversely affect the Company's financial performance, financial position and results of operations.
The Company’s competition is intense in all phases of its business.
The Company competes with many companies in the mining industry, including large, established mining companies. There is a limited
supply of desirable mineral lands available for claim-staking, lease or acquisition in the United States, particularly Nevada, and other areas
where the Company may conduct exploration activities. The Company may be at a competitive disadvantage in acquiring mineral properties,
since it will be competing with individuals and companies, many of which have greater financial resources, operational experience and
technical capabilities. The Company's competitors may be able to respond more quickly to new laws and regulations or emerging technologies,
or devote greater resources to the expansion or efficiency of their operations than the Company can. In addition, current and potential
competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. The Company’s
inability to successfully compete with other companies would have a material adverse effect on its results of operation and business.
Legislation has been proposed that would significantly affect the mining industry.
Periodically, members of the U.S. Congress have introduced bills that would supplant or alter the provisions of the General Mining Law of
1872, which governs the unpatented claims that the Company currently controls within its Railroad-Pinion Project. One such amendment has
become law and has imposed a moratorium on patenting of mining claims, which reduced the security of title provided by unpatented claims
such as those in the Company’s Railroad-Pinion Project. If additional legislation is enacted, it could substantially increase the cost of holding
unpatented mining claims by requiring payment of royalties, and could significantly impair the Company’s ability to develop mineral resources
on unpatented mining claims. Such bills have proposed, among other things, to make permanent the patent moratorium, to impose a federal
royalty on production from unpatented mining claims and to declare certain lands as unsuitable for mining. Although it is impossible to predict
at this time what royalties may be imposed in the future, the imposition of such royalties could adversely affect the potential for development of
such mining claims, and the economics of operating mines on federal unpatented mining claims. Passage of such legislation could adversely
affect the Company’s business.
The Company’s operations are subject to issues relating to security and human rights.
Civil disturbances and criminal activities such as trespass, illegal mining, theft, vandalism and terrorism may cause disruptions at the
Company’s operations in Nevada. Such incidents may halt or delay exploration, increase operating costs, result in harm to employees or
trespassers, decrease operational efficiency, increase community tensions or result in criminal and/or civil liability for the Company or its
employees and/or financial damages or penalties. The manner in which the Company’s personnel respond to civil disturbances and criminal
activities can give rise to additional risks where those responses are not conducted in accordance with applicable laws. The failure to conduct
security operations in accordance with these standards can result in harm to employees or community members, increase community tensions,
result in reputational harm to the Company and its partners or result in criminal and civil liability for the Company or its employees and
financial damages or penalties. It is not possible to determine with certainty the future costs that the Company may incur in dealing with the
issues described above at its operations.
-123-
Risks Relating to Shares
The Company has never paid dividends and does not expect to do so in the foreseeable future.
The Company has not declared or paid any dividends on the Common Shares and does not expect to do so in the foreseeable future. Future
earnings, if any, will likely be retained to finance growth. Any return on investment in the Common Shares will come from the appreciation, if
any, in the value thereof. The payment of any future dividends will depend upon the Company’s earnings, if any, its then-existing financial
requirements and other factors, and will be at the discretion of the Board.
The trading price for our Common Shares is volatile.
The Company's Common Shares are listed on the TSXV in Canada and NYSE MKT in the United States. During the past year, trading in the
Company’s Common Shares has, at times, been limited, sporadic and subject to large fluctuations in market price, which may result in losses to
investors. There are no assurances that an active, stable market will develop or be sustained in the future. Since January 1, 2015, the trading
price of the Company’s Common Shares on the TSXV has ranged from a low of $0.40 per share to a high of $1.55 per share and on the NYSE
MKT from a low of US$0.26 per share to a high of US$1.17 per share. If an active, stable public market for the Common Shares does not
develop in the future, or if developed, is not sustained, the liquidity of the Common Shares may be limited. The liquidity of the trading market
in the Company’s Common Shares, and the market price for the Common Shares, may be adversely affected by, among other things:

















the price of gold and other metals;
the Company’s operating performance and the performance of competitors and other similar companies;
the public’s reaction to the Company’s press releases, other public announcements and the Company’s filings with the various securities
regulatory authorities;
the results of the Company’s exploration programs and/or resource estimates (initial or otherwise) for the Railroad-Pinion Project;
the Company’s ability to obtain adequate financing for further exploration and development;
changes in the Company’s financial performance or prospects;
changes in general economic conditions;
the number of Common Shares to be publicly traded after a public offering or private placement of securities of the Company;
the arrival or departure of key personnel;
acquisitions, strategic alliances or joint ventures involving the Company or its competitors;
changes or perceived changes in the Company's creditworthiness;
performance and prospects for companies in the mining industry generally;
the number of holders of the Common Shares;
the interest of securities dealers in making a market for the Common Shares;
prevailing interest rates.
changes in global business or macroeconomic conditions; and
the factors listed under the heading “Cautionary Note Regarding Forward-Looking Statements and Forward Looking Information” above.
The market price of the Company’s Common Shares is also affected by many variables not directly related to the Company’s success and
therefore not within the Company’s control, including other developments that affect the market for all resource sector shares, the breadth of
the public market for the Common Shares, and the attractiveness of alternative investments. In addition, the stock market in general, and the
market for mining company stocks in particular, has historically experienced significant price and volume fluctuations, and in the mining sector
such stocks have suffered significant declines. Volatility in the market price for a particular issuer's securities has often been unrelated to the
operating performance of that issuer. As a result of any of these factors, the market price of the Common Shares at any given point in time may
not accurately reflect the long-term value of the Company. Volatility in the Company’s share price also increases the risk of securities class
action litigation.
-124-
Market Price of our Common Shares
Sales of a substantial number of our Common Shares or other equity-related securities in the public markets by the Company or its significant
shareholders could also depress the market price of the Common Shares and impair the Company’s ability to raise capital through the sale of
additional equity securities. The price of the Common Shares could be affected by possible sales of Common Shares by hedging or arbitrage
trading activity which the Company anticipates may occur involving its Common Shares.
Future sales or issuances of Common Shares or the exercise of options and warrants could cause the market price of the Common Shares
to decrease significantly, dilute investors' voting power and reduce earnings per share.
The Company may in the future sell additional equity or equity-linked securities or grant to some or all of its directors, officers, key employees
and consultants options to purchase Common Shares. The Company cannot predict the size of future sales and issuances of equity or
equity-linked securities or the effect, if any, that such future sales and issuances will have on the market price of the Common Shares. Sales or
issuances of a substantial number of equity or equity-linked securities, or the perception that such sales could occur, may adversely affect the
prevailing market price for the Common Shares and impair the Company’s ability to raise capital through the sale of additional equity
securities.
The Company’s current operations do not generate any cash flow and the Company will require significant additional financing to fund further
exploration and/or development activities or to fulfill its obligations under applicable agreements for the Railroad-Pinion Project. The Board of
the Company has the authority to authorize certain offers and sales of additional securities without the vote of, or prior notice to, shareholders,
and given its current stage of development, the Company believes the most realistic source of funds presently available to it is through the sale
of equity capital. While there are no assurances the Company will be able to raise additional financing on reasonably commercial terms or at
all, such additional financings may involve the issuance of a significant number of Common Shares at prices less than the current market price
for the Common Shares. Any future issuance of equity securities will dilute the voting power of existing shareholders and reduce earnings per
share, if any. In addition, additional sales of equity securities may decrease the price of the Company's Common Shares and/or result in a
change of control.
Our Common Shares are subject to maintaining NYSE MKT requirements which could affect the continued listing.
Failure to meet the applicable maintenance requirements of the NYSE MKT could result in the Company’s Common Shares being delisted
from the NYSE MKT. For continued listing, the NYSE MKT requires, among other things, an issuer which has continuing losses from
operations to maintain certain levels of shareholders equity, subject to other tests involving market capitalization, assets and
shareholdings. There are no assurances that the Company will continue to meet such maintenance requirements in the future.
In the event the Company is delisted from the NYSE MKT, the Common Shares may be eligible for trading on the over-the-counter market in
the United States. However, the over-the-counter market will likely be less liquid and more price volatile than the NYSE MKT, possibly
resulting in lower prices that could impair future financings.
The Company may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.
The Company is a foreign private issuer under applicable U.S. federal securities laws and, therefore, is not required to comply with all the
periodic disclosure and current reporting requirements of the U.S. Exchange Act. As a result, the Company does not file the same reports that a
U.S. domestic issuer files with the SEC, although the Company is required to file with or furnish to the SEC the continuous disclosure
documents that the Company is required to file in Canada under Canadian securities laws. Further, the Company’s officers, directors and
principal shareholders are exempt from the reporting and “short swing” profit recovery rules under Section 16 of the U.S. Exchange Act. In
addition, as a foreign private issuer, the Company is exempt from the proxy rules under the U.S. Exchange Act and can prepare its financial
statements using International Financial Reporting Standards.
-125-
The Company may in the future lose its foreign private issuer status if a majority of its Common Shares are held in the United States and it fails
to meet any of the additional requirements necessary to avoid loss of foreign private issuer status. If the Company loses its status as a foreign
private issuer and becomes subject to SEC reporting as a domestic issuer the aforementioned regulations would apply and the Company would
also be required to commence reporting on forms required of U.S. companies, such as Forms 10-K, 10-Q and 8-K, which are more detailed and
extensive than the forms available to a foreign private issuer. The regulatory and compliance costs under U.S. federal securities laws as a U.S.
domestic issuer may be significantly more than the costs incurred as a Canadian foreign private issuer eligible to use the multi-jurisdictional
disclosure system implemented by the SEC and the securities regulatory authorities in Canada (“ MJDS ”), and would require the Company's
management to devote substantial time and resources to comply with the new regulatory requirements following a loss of the Company's
foreign private issuer status. Further, to the extent that the Company was to offer or sell its securities outside of the United States, the
Company would have to comply with the more restrictive Regulation S requirements that apply to U.S. companies, and would no longer be
able to utilize the MJDS forms for registered offerings by Canadian companies in the United States, which could limit the Company's ability to
access the capital markets in the future. In addition, the Company may lose the ability to rely upon certain exemptions from corporate
governance requirements that are available to foreign private issuers. The Company may regain the foreign private issuer status upon
re-meeting the eligibility requirements.
As a foreign private issuer whose shares are listed on the NYSE MKT, we may follow certain home country corporate governance practices
instead of certain NYSE MKT requirements.
As a foreign private issuer whose shares are listed on the NYSE MKT, the Company is permitted to follow certain home country (i.e.
Canadian) corporate governance practices instead of certain requirements of the NYSE MKT rules. Among other things, as a foreign private
issuer the Company may follow home country practice with regard to, the composition of the Board, director nomination procedure,
compensation of officers and quorum at shareholders’ meetings. In addition, the Company may follow its home country law, instead of the
NYSE MKT rules, which require that the Company obtain shareholder approval for certain dilutive events, such as for the establishment or
amendment of certain equity based compensation plans, an issuance that will result in a change of control of the Company, certain transactions
other than a public offering involving issuances of a 20% or more interest in the Company and certain acquisitions of the stock or assets of
another company. Accordingly, the Company’s shareholders may not be afforded the same protection as provided under NYSE MKT’s
corporate governance rules. A foreign private issuer that elects to follow a home country practice instead of such requirements must submit to
NYSE MKT in advance a written statement from an independent counsel in the issuer’s home country certifying that the issuer’s practices are
not prohibited by the home country’s laws. In addition, a foreign private issuer must disclose in its annual reports filed with the SEC each such
requirement that it does not follow and describe the home country practice followed by the issuer instead of any such requirement.
The Company may be a “passive foreign investment company” for U.S. tax purposes which could subject U.S. shareholders to increased tax
liability.
The Company believes that it was a passive foreign investment company for the taxable year ended December 31, 2015 and expects to be a
passive foreign investment company for the taxable year ending December 31, 2016. As a result, a United States holder of Common Shares
could be subject to increased tax liability, possibly including an interest charge, upon the sale or other disposition of the United States holder’s
Common Shares or upon the receipt of “excess distributions”.
Readers are cautioned that the foregoing list of risks, uncertainties and other factors is not exhaustive.
ITEM 9: DIVIDENDS
All of the Common Shares of the Company are entitled to an equal share in the dividends declared and paid by the Company. There are no
restrictions in the Company's articles which could prevent the Company from paying dividends as long as there are no reasonable grounds for
believing that the Company is insolvent or the payment of the dividend would render the Company insolvent. However, the Company has not
paid any dividends since incorporation and it is not contemplating that any dividends will be paid in the foreseeable future.
The Company intends to retain all future earnings, if any, and other cash resources for the future operation and development of its business, and
accordingly, does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at the
discretion of the Company’s Board after taking into account many factors including the Company’s operating results, financial condition and
current and anticipated cash needs.
-126-
ITEM 10: DESCRIPTION OF CAPITAL STRUCTURE
The authorized capital of the Company consists of an unlimited number of Common Shares without par value. The following Common Shares
of the Company were issued and outstanding as of the dates set out below:
Type of Security
Common Shares
Amount Authorized or to Outstanding
as
be Authorized
December 31, 2015
Unlimited
167,769,539
at Outstanding as at March
30, 2016
205,965,274
The Company's issued Common Shares are fully paid and not subject to any future call or assessment. In addition, all Common Shares rank
equally as to voting rights, participation in a distribution of the assets of the Company on a liquidation, dissolution or winding-up of the
Company and the entitlement to dividends. The holders of the Common Shares are entitled to receive notice of all meetings of shareholders and
to attend and vote the shares at the meetings. Each Common Share carries with it the right to one vote. The Common Shares have no
pre-emptive, conversion, exchange, redemption, retraction, purchase for cancellation or surrender provisions and there are no sinking fund
provisions in relation to the Common Shares.
In the event of the liquidation, dissolution or winding-up of the Issuer or other distribution of its assets, the holders of the Common Shares will
be entitled to receive, on a pro rata basis, all of the assets remaining after the Company has paid out its liabilities. Distribution in the form of
dividends, if any, will be set by the Board. See Item 9 “DIVIDENDS” above for particulars of the Company's dividend policy.
Provisions as to the modification, amendment or variation of the rights attached to the capital of the Company are contained in the Company's
Articles and the BCBCA. Generally speaking, substantive changes to the share capital require the approval of the shareholders by either an
ordinary (50% +1 of the votes cast) or special resolution (at least 66 2/3% of the votes cast). However, in certain cases, the directors may,
subject to the BCBCA, alter the Issuer's authorized and issued share capital to, inter alia, create one or more classes of shares or, if none of the
shares of a class are allotted or issued, eliminate that class of shares; increase, reduce or eliminate the maximum number of shares that the
Issuer is authorized to issue out of any class of shares; subdivide or consolidate all or any of its unissued, or fully paid issued, shares; or alter
the identifying name of any of its shares.
On June 1, 2011, the Company adopted a shareholder rights plan (the ‘‘ Rights Plan ’’) for the purpose of encouraging potential offerors
seeking to make a takeover bid for the Company to comply with certain minimum conditions or be subject to the dilutive features of the Rights
Plan. The Rights Plan provides that one ‘‘right’’ attaches to each outstanding Common Share entitling the holder to purchase, in the prescribed
circumstances and subject to exceptions, additional Common Shares in accordance with the terms and conditions of the rights agreement dated
June 1, 2011 between the Company and Computershare Trust Company of Canada, as rights agent. At the Company's 2014 annual general
meeting held on September 9, 2014, the shareholders of the Company approved an extension of the Rights Plan for a further three years.
ITEM 11: MARKET FOR SECURITIES
11.1
Trading Price and Volume
The Common Shares of the Company currently trade on the TSXV in Canada and NYSE-MKT in the United States under the symbol
“GSV”. As of March 29, 2016 the closing price of the Company’s Common Shares was $1.33 per share on the TSXV and US$1.00 on the
NYSE-MKT.
The following table sets out the high and low sale prices and the volume of trading of the Common Shares on the TSXV and NYSE-MKT on a
monthly basis since the commencement of the Company's fiscal year ended December 31, 2015.
-127-
Period
TSXV
$
Low
$
High
March 1 - 29, 2016
February 2016
January 2016
December 2015
November 2015
October 2015
September 2015
August 2015
July 2015
June 2015
May 2015
April 2015
March 2015
February 2015
January 2015
TOTAL
11.2
1.5500
1.2800
0.9600
0.9600
0.8900
0.5600
0.5900
0.5500
0.6400
0.6700
0.7000
0.6300
0.6300
0.6700
0.6900
1.1600
0.9100
0.7800
0.6700
0.5000
0.4550
0.4400
0.4200
0.4000
0.6100
0.5500
0.5200
0.4900
0.5400
0.5000
Volume
7,656,630
7,543,184
2,166,207
4,172,221
3,093,935
2,174,359
1,294,812
1,921,348
1,274,684
3,800,143
3,707,934
1,343,248
2,614,326
8,514,444
957,345
52,234,820
US$
High
1.1700
0.9300
0.6899
0.6900
0.6300
0.4499
0.4452
0.4300
0.5000
0.5500
0.6000
0.5241
0.4926
0.5400
0.5700
NYSE-MKT
US$
Low
0.878
0.6594
0.5400
0.5000
0.3900
0.3501
0.3250
0.3190
0.2600
0.4740
0.4400
0.4115
0.3701
0.4400
0.4256
Volume
7.927,356
8,585,720
2,037,574
2,712,418
3,731,803
1,757,556
1,822,628
1,354,316
4,588,017
1,649,466
3,184,883
2,248,944
4,953,897
1,487,244
2,380,406
50,422,228
Prior Sales
The following table summarizes the details of Common Shares and securities convertible into or exercisable for Common Shares issued or
granted by the Company since the commencement of the fiscal year ended December 31, 2015:
Date Issued /Granted
March 8, 2016
February 11 to March 4,
2016
February 19, 2016
February 19, 2016
February 16, 2016
February 12, 2016
February 9, 2016
November 27, 2015
May 20, 2015
February 17, 2015
February 11, 2015
February 3, 2015
Type of Transaction
Number and Type of Securities
Exercise of Stock Options
Exercise of Warrants
5,000 Common Shares
7,468,804 Common Shares
Price Per Security
(C$)
$0.73
$1.00
Exercise of Stock Options
Exercise of Stock Options
Exercise of Stock Options
2016 Private Placement
2016 Private Placement
Grant of Stock Options
2015 Private Placement
Grant of Stock Options
Grant of Stock Options
Public Offering
700,000 Common Shares
75,000 Common Shares
15,000 Common Shares
13,831,931 Common Shares (1)
16,100,000 Common Shares (2)
3,650,000 Stock Options
24,997,661 Common Shares (4)
75,000 Stock Options
600,000 Stock Options
19,032,000 Common Shares
$0.71
$0.63
$0.73
$1.00
$1,00
$0.73 (3)
$0.65
$0.63 (5)
$0.63 (6)
$0.5854 (7)
(1) These shares were issued to a wholly-owned subsidiary of Oceana pursuant to the 2016 Private Placement. See Item 5.2 “General
Development of the Business - Three Year History – Recent Financings ” above.
(2) These shares were issued to Goldcorp pursuant to the 2016 Private Placement. See Item 5.2 “General Development of the Business Three Year History – Recent Financings ” above.
(3) Each option entitles the holder to purchase one Common Share of the Company at an exercise price of $0.73 on or before November
27, 2020.
-128-
(4) These shares were issued to a wholly-owned subsidiary of Oceana pursuant to the 2015 Private Placement. See Item 5.2 “General
Development of the Business - Three Year History – Recent Financings ” above.
(5) Each option entitles the holder to purchase one Common Share of the Company at an exercise price of $0.63 on or before February
17, 2020.
(6) Each option entitles the holder to purchase one Common Share of the Company at an exercise price of $0.63 on or before February
11, 2018.
(7) These shares were issued at a price of US$0.47 per share pursuant to a prospectus supplement dated January 28, 2015 to the
Company's accompanying short form base shelf prospectus dated June 23, 2014. This figure represents the Canadian dollar equivalent
of US$0.47 as of February 3, 2015.
ITEM 12:
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON
TRANSFER
To the knowledge of the directors and officers of the Company, no securities of the Company are subject to escrow or a contractual restriction
on transfer as of the date of this AIF, save and except for the 6,750,000 Common Shares issued to Scorpio in connection with the Company's
acquisition of the Scorpio Pinion Interests which are subject to the Orderly Sale Agreement. See Item 5.4 "Mineral Properties Railroad-Pinion Project, Elko County, Nevada - Acquisition of Remaining Interest in the Pinion Deposit ".
ITEM 13: DIRECTORS AND OFFICERS
13.1
Name, Occupation and Security Holding
The following are the names and provinces/states of residence of the directors and executive officers of the Company, the positions and offices
they currently hold with the Company, their principal occupations within the five preceding years, and the number of Common Shares
beneficially held by each of them. Each director will hold office until the next annual general meeting of the Company unless his office is
earlier vacated in accordance with the provisions of the BCBCA or the articles of the Company.
Name, Province/State of
Residence and Position with the
Company
Jonathan T. Awde
British Columbia, Canada
Director, President, Chief
Executive Officer
David M. Cole
Colorado, U.S.A.
Director
Mac R. Jackson, Jr.
Oregon, U.S.A.
Vice-President, Exploration
Date of first
appointment as a
Principal occupation
Director of the
during last five years
Company
President and Chief Executive Officer of Gold Director since July 13,
Standard, July 2010 to present
2010
Number and Percentage
of Common Shares held
at March 29, 2016 (1)
3,353,200 or 1.63%
President and Chief Executive Officer, Eurasian Director since March 29, 10,000 or < 0.1%
Minerals Inc. (TSX-V – EMX and NYSE-MKT 2012
EMXX); March 2003 to present
Certified Professional Geologist; Vice-President,
Exploration, Gold Standard, May 2014 to present;
Senior Geologist, Gold Standard, Aug. 2011 to May
2014; Teacher, Sept. 2002 to June 2011; Geologist,
Newmont Mining Corporation, 1992 to 2000
-129-
N/A
7,200 or < 0.1%
Date of first
Name, Province/State of
appointment as a
Residence and Position with the
Principal occupation
Director of the
Company
during last five years
Company
Exploration geologist, March 2003 to present; Chief Initially appointed a
Robert J. McLeod
British Columbia, Canada
Executive Officer, Vice-President, Operations, and Director on July 13,
Director
director, Full Metal Minerals Ltd. (TSX-V – FMM),
2010
June 2003 to present
Subsequently re-elected
on June 28, 2011 (2)
Principal of Universal Solutions Inc., private Director since April
Richard S. Silas
British Columbia, Canada
company providing management and administration
2009
Director and Corporate Secretary services to TSX Venture Exchange issuers;
Secretary, Gold Standard, July 14, 2010 to present
(President and Chief Executive Officer from Aug.
26, 2009 to July 13, 2010)
Director, Strauss Partners, London based boutique Director since September
Jamie D.R. Strauss
London, United Kingdom
mining finance firm, 2009 to present; former
5, 2012
Director
Managing Director of UK, BMO Capital Markets,
2007 to 2009
Geologist, Senior Vice-President, Seabridge Gold Director since March 17,
William E. Threlkeld
Colorado, U.S.A.
Inc. since 2001
2011
Director
Michael N. Waldkirch
British Columbia, Canada
Chief Financial Officer
Certified General Accountant since 1998, Chief
Financial Officer, Gold Standard Ventures Corp.,
July 2010 to present
N/A
Number and Percentage
of Common Shares held
at March 29, 2016 (1)
Nil
554,650 or 0.27%
16,000 or < 0.1%
30,000 or < 0.1%
862,750 or 0.42%
(1) The approximate number and percentage of Common Shares of the Company beneficially owned, directly or indirectly, or over which
control or direction is exercised by each director or executive officer as of March 29, 2016. This information is not within the
knowledge of the management of the Company and has been furnished by the respective individuals, or has been extracted from the
register of shareholdings maintained by the Company’s transfer agent or from insider reports filed by the individuals and available
through the Internet at www.sedi.ca.
(2) Mr. McLeod was initially appointed as a director of the Company in connection with the completion of the Company’s statutory plan
of arrangement with JKR on July 13, 2010. On March 17, 2011, Mr. McLeod stepped down as a director of the Company in order to
accommodate the appointment of William E. Threlkeld as a director of the Company. Mr. McLeod was subsequently re-elected as a
director of the Company at the Company’s annual general meeting held on June 28, 2011.
The members of the Company’s audit committee are Robert J. McLeod (Chair), William E. Threlkeld and David M. Cole. See Item 19
“AUDIT COMMITTEE” below.
The Company has also appointed a compensation committee, a corporate governance committee, a nominating committee and a technical
committee whose members are as follows:
Name of Committee
Members of Committee
Compensation Committee
Robert J. McLeod (Chair)
William E. Threlkeld
David M. Cole
-130-
Corporate Governance Committee
Robert J. McLeod (Chair)
Jamie D. Strauss
William E. Threlkeld
Jamie D. Strauss (Chair)
Robert J. McLeod
Jonathan T. Awde
Nominating Committee
Technical Committee
(1)
Mac R. Jackson, Jr. (Chair)
William E. Threlkeld
John Norby
Bill Gehlan (1)
Mr. Gehlan is Oceana’s representative on the Company’s technical committee. See Item 5.2 “GENERAL DEVELOPMENT OF
THE BUSINESS – Three Year History – Recent Financings ” above for details of Oceana’s right to appoint one representative to
the Company’s technical committee.
As of March 29, 2016, the directors and executive officers of the Company, as a group, beneficially owned, directly or indirectly, 4,843,800
Common Shares representing 2.35% of the total issued and outstanding Common Shares of the Company.
Management
The following sets forth further background information on each of the directors and executive officers of the Company.
Jonathan T. Awde (age 38), President and Chief Executive Officer
Mr. Awde is the President and Chief Executive Officer of Gold Standard and is the person primarily responsible for the implementation and
execution of the Company’s business plan and operations. Mr. Awde is also the key individual responsible for negotiating and acquiring the
Company’s interests in the Railroad-Pinion Project.
Mr. Awde holds a Bachelor of Arts (Economics and Finance) from Acadia University in Nova Scotia (1999) and is a former sales and trading
professional at Wolverton Securities Inc.
Mac R. Jackson, Jr. (age 55), Vice-President, Exploration
Mr. Jackson has over 18 years experience as an exploration geologist, including 8 years with Newmont. During his tenure with Newmont, Mr.
Jackson was a significant contributor to the discovery of the West Leeville and Turf deposits, both of which are on the Carlin Trend, and the
Fiber Line deposit at the Twin Peaks complex. Mr. Jackson has been with the Company since July 26, 2011 and has been instrumental in
expanding its understanding of the stratigraphy and structural geology and advancing new target opportunities on the Railroad-Pinion Project.
Mr. Jackson is a certified professional geologist (CPG - 11661) with the American Institute of Professional Geologists (January 2014) and
holds a Master of Science degree from the University of Nevada (June 1988).
Michael N. Waldkirch (age 46), Chief Financial Officer
Mr. Waldkirch holds a Bachelor of Arts in Economics from the University of British Columbia and has been a Certified General Accountant
since 1998. From 1997 to 2011, he held the position of principal with JBH Professional Services Inc., a business consulting firm located in
Richmond, B.C., Canada. Since 1999, Mr. Waldkirch has also held the position of Senior Partner with the Public Accounting firm Michael
Waldkirch and Company Inc., Chartered Professional Accountants, in Vancouver, B.C.
-131-
Richard S. Silas (age 44), Corporate Secretary
Mr. Silas is the President of Universal Solutions Inc., a private company providing management and administrative services to TSXV listed
companies, and has served as a director and/or officer of various other publicly traded companies over the past 15 years. Mr. Silas also holds a
certificate (securities program) from Simon Fraser University in British Columbia.
David Cole (age 54), Director
Mr. Cole has over 28 years of mining and mineral exploration industry experience. In December 2003, Mr. Cole founded Eurasian Minerals
Inc. (“ Eurasian Minerals ”), as a public company. Just after founding Eurasian Minerals, Mr. Cole co-founded Standard Uranium
Corporation, a public uranium exploration and development company which was later sold to Energy Metals Corporation. Prior to founding
Eurasian Minerals and Standard Uranium Corp., Mr. Cole worked for Newmont where he held a number of management and senior geologic
positions, gaining extensive global business and technical experience. Mr. Cole's success as part of Newmont’s exploration team includes
contributions at the world class Carlin Trend (Nevada, USA), Yanacocha (Peru), and Minihasa (Indonesia) mines. Subsequently, he established
and managed Newmont's exploration programs in Turkey.
Mr. Cole earned his Masters Degree from Colorado State University in 1991 and is a member of several professional organizations and local
and international societies.
Robert J. McLeod (age 45), Director
Mr. McLeod is professional geologist (March 2003) with a Masters of Science, Geology, from Queens University, Kingston, Ontario (1998)
and a Bachelors of Science, Geology, from the University of British Columbia (1993).
Mr. McLeod has been the Chief Executive Officer, Vice-President, Operations and a director of Full Metal Minerals Corp., a junior exploration
company listed on the TSXV, since June 2003. He is also a director of various other publicly listed companies including Revolution Resources
Corp. (TSX–RV), Vendetta Mining Corp. (TSXV–VDT) and Entourage Metals Ltd. (TSXV-EMT), and formerly Vice-President, Exploration
for Atna Resources Ltd. (TSX-ATN) from February 2003 to February 2004. From 2000 to 2003 Mr. McLeod was a Project Geologist for
Miramar Mining Corp. and a Senior Geologist for Grayd Resource Corporation from 1998 to 2000.
Jamie D.R. Strauss (age 46), Director
Mr. Strauss is currently a director of a boutique mining finance firm, Strauss Partners, based in London, England and has worked as a
stockbroker in the City of London for over 25 years, specializing in the corporate resource arena, including a term as Managing Director of UK
for BMO Capital Markets 2007-2009. He has raised capital for projects spanning the globe in both the energy and mineral world on behalf of
leading institutions in North America, Australia and Europe and was a committee member of the Association of Mining Analysts for six years
until resigning in 2010. Mr. Strauss is also a non-executive director of Altius Minerals Corporation (TSX).
William E. Threlkeld (age 60), Director
Mr. Threlkeld is a designee of FCMI Parent Co. (see Item 15 “INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL
TRANSACTIONS”). Since 2001, he has been a Senior Vice President of Seabridge Gold, Inc. where he is responsible for, among other things,
designing and executing exploration and resource delineation programs. From 1997 to 2000, he was Vice-President, Exploration, for
Greenstone Resources Ltd., responsible for resource delineation on three Central American gold deposits and development of an organization
and strategy to identify new mineral investments. From 1991 to 1997, he was a Vice President and Exploration Manager at Placer Dome Inc.
where he was responsible for its exploration activity and investment in South America. Mr. Threlkeld obtained a Master of Science in
Economic Geology from the University of Western Ontario.
None of the members of the Company’s management or key personnel has entered into a non-competition agreement with the Company. Each
of Jonathan T. Awde, Mac R. Jackson, Jr., Richard S. Silas and Michael N. Waldkirch are bound by non-disclosure covenants in their
respective consulting or employment agreements with the Company.
-132-
13.2
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
Corporate Cease Trade Orders
No director or executive officer of the Company is, or within the ten years prior to the date of this AIF, has been, a director, chief executive
officer or chief financial officer of any other issuer that was the subject of a cease trade or similar order, or an order that denied the other issuer
access to any statutory exemptions, for a period of more than thirty consecutive days:
(a)
while that person was acting as a director, chief executive officer or chief financial officer; or
(b)
after that person ceased acting as a director, chief executive officer or chief financial officer which resulted from an event
that occurred while that person was acting in that capacity.
Corporate Bankruptcies
Except as disclosed below, no director, executive officer or securityholder holding a sufficient number of securities of the Company to affect
materially the control of the Company, is, or within the ten years prior to the date of this AIF has been, a director or executive officer of any
other issuer that, while that person was acting in that capacity, or within one year of that person ceasing to act in that capacity, became
bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings,
arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
Messrs. Awde, Silas and Waldkirch are former directors and/or officers of Northern Star Mining Corp. (“ Northern Star ”), a reporting issuer
whose common shares were previously listed for trading on the TSXV. Mr. Awde resigned as a director and officer of Northern Star on July
13, 2010. Effective August 18, 2010 Northern Star filed a Notice of Intention to Make a Proposal (the “ Proposal ”) under the Bankruptcy and
Insolvency Act (Canada) (the “ Bankruptcy Act ”) and appointed Deloitte & Touche Inc. as its trustee. On January 24, 2011, the deadline for
filing its Proposal under the Bankruptcy Act expired and Northern Star was deemed to have filed an assignment in bankruptcy as of such
date. Messrs. Silas and Waldkirch also resigned as directors and/or officers of Northern Star effective such date.
Penalties or Sanctions
No director, executive officer or securityholder holding a sufficient number of securities to materially affect the control of the Company has, to
the knowledge of the Company, been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a
Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority or been
subject to any other penalties or sanctions imposed by a court or regulatory body that would likely to be considered important to a reasonable
investor in making an investment decision.
Michael N. Waldkirch is a director and officer, and Richard S. Silas is a former director, of Spirit Bear Capital Corp., a capital pool company
that was suspended from trading by the TSXV on May 15, 2014 for failure to complete a qualifying transaction within 24 months of its listing.
On September 2, 2014, Jonathan T. Awde was fined a total of $46,000 by the Autorité Des Marchés Financiers in Quebec for 11 counts of
filing late insider trading reports. The fine has been paid in full.
Personal Bankruptcies
No director, executive officer or securityholder holding a sufficient number of securities of the Company to affect materially the control of the
Company has, within the ten years prior to the date of this AIF, to the knowledge of the Company, become bankrupt, made a proposal under
any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with
creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets.
-133-
13.3
Conflicts of Interest
The directors and officers of the Company may, from time to time, serve as directors or officers of other issuers or organizations or may be
involved with the business and operations of other issuers or organizations, in which case a conflict of interest may arise between their duties as
a director or officer of the Company and their duties as a director or officer of such other issuers or organizations. In particular, certain of the
directors and officers of the Company are involved in executive or director positions with other mineral exploration companies whose
operations may, from time to time, be in direct competition with those of the Company or with entities which may, from time to time, provide
financing to, or make equity investments in, competitors of the Company. See ITEM 13.1 “DIRECTORS AND OFFICERS - Name,
Occupation and Security Holding ” above for a description of other mineral exploration companies in which the directors and officers of the
Company are currently involved with.
The directors and officers of the Company are aware of the existence of laws governing accountability of directors and officers for corporate
opportunity and requiring disclosure by directors of conflicts of interest and the Company will rely upon such laws in respect of any directors’
or officers’ conflicts of interest or in respect of any breaches of duty by any of its directors or officers. All such conflicts will be disclosed by
such directors or officers in accordance with the BCBCA and they will govern themselves in respect thereof to the best of their ability in
accordance with the obligations imposed upon them by law.
Save and except as aforesaid or otherwise disclosed in this AIF, in the notes to the Company’s Financial Statements and its MD&A, to the
Company’s knowledge, there are no known existing or potential conflicts of interest between the Company and any director or officer of the
Company.
ITEM 14: LEGAL PROCEEDINGS AND REGULATORY ACTIONS
14.1
Legal Proceedings
The Company is not and was not a party to, and its property is not and was not the subject of, any legal proceedings during the fiscal year
ended December 31, 2015 and no such proceedings are known by the Company to be contemplated.
14.2
Regulatory Actions
There were no penalties or sanctions imposed against, or settlement agreements with any court or securities regulatory authority relating to
securities legislation entered into by, the Company or any other penalties or sanctions imposed by a court or regulatory body against the
Company during the fiscal year ended December 31, 2015 that would likely be considered important to a reasonable investor in making an
investment decision.
ITEM 15: INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Other than as disclosed in this AIF, in the notes to the Company’s Financial Statements and its MD&A, no director or executive officer of the
Company, and no shareholder holding of record or beneficially, directly or indirectly, more than 10% of the Company’s outstanding Common
Shares, and none of the respective associates or affiliates of any of the foregoing, had any material interest, direct or indirect, in any transaction
with the Company or in any proposed transaction within the three most recently completed financial years or the current financial year of the
Company that has materially affected or is reasonably expected to materially affect the Company, save and except as follows:
1.
631208 B.C. Ltd., a private company controlled by Jonathan T. Awde, currently receives a management fee of $22,500 per month
(2015 - $224,167), plus discretionary bonus (2015 - $98,000), in consideration for providing management services to the
Company. Mac R. Jackson, Jr. receives a salary of US$17,667 per month including health insurance (2015 – $234,099), plus
discretionary bonus (2015 – $76,416), in his capacity as Vice-President, Exploration of the Company. Universal Solutions Inc., a
private company controlled by Richard S. Silas, receives the sum of $11,167 per month (2015 - $134,000), plus discretionary bonus
(2015 - $20,100), in consideration for providing general administrative services to the Company. Michael Waldkirch & Company
Inc., a private company controlled by Michael N. Waldkirch, receives the sum of $13,583 per month (2015 - $163,000), plus
discretionary bonus (2015 - $24,450), in consideration for providing general accounting and financial management services to the
Company.
-134-
2.
David M. Cole, Robert J. McLeod and Jamie Strauss, as non-executive directors of the Company, each receive director’s fees of
$3,000 per month (2015 - $25,000) in consideration for their services as directors of the Company. William E. Threlkeld, who is
FCMI Parent Co.’s nominee director on the Board (see paragraph 4 below), has voluntarily waived payment of such fee.
3.
During the immediately preceding three fiscal years, the Company has granted stock options to the directors and officers of the
Company as follows:
Name
Position
Jonathan T. Awde
President, CEO and Director
Mac R. Jackson, Jr.
Vice-President, Exploration
Richard S. Silas
Secretary and Director
Robert J. McLeod
Director
William E. Threlkeld
Director
David M. Cole
Director
Jamie Strauss
Director
Michael N. Waldkirch
Chief Financial Officer
TOTAL
4.
Number
Options
300,000
222,000
200,000
700,000
150,000
150,000
75,000
200,000
102,000
102,000
50,000
200,000
150,000
102,000
75,000
250,000
150,000
102,000
75,000
250,000
150,000
102,000
75,000
250,000
150,000
150,000
75,000
250,000
102,000
102,000
50,000
200,000
of Exercise Price
$0.79
$0.76
$0.77
$0.73
$0.79
$0.76
$0.77
$0.73
$0.79
$0.76
$0.77
$0.73
$0.79
$0.76
$0.77
$0.73
$0.79
$0.76
$0.77
$0.73
$0.79
$0.76
$0.77
$0.73
$0.79
$0.76
$0.77
$0.73
$0.79
$0.76
$0.77
$0.73
Expiry Date
March 17, 2018
May 23, 2018
September 12, 2019
November 27, 2020
March 17, 2018
May 23, 2018
September 12, 2019
November 27, 2020
March 17, 2018
May 23, 2018
September 12, 2019
November 27, 2020
March 17, 2018
May 23, 2018
September 12, 2019
November 27, 2020
March 17, 2018
May 23, 2018
September 12, 2019
November 27, 2020
March 17, 2018
May 23, 2018
September 12, 2019
November 27, 2020
March 17, 2018
May 23, 2018
September 12, 2019
November 27, 2020
March 17, 2018
May 23, 2018
September 12, 2019
November 27, 2020
5,261,000
On March 3, 2011, FCMI Parent Co. (“ FCMI ”) acquired, by way of private placement, a total of 11,000,000 Common Shares in the
capital stock of the Company at a price of $0.95 per share for a gross purchase price of $10,450,000. FCMI is a private company
based in Toronto, Ontario and controlled by Albert D. Friedberg and members of his family. Under the terms of its subscription
agreement and subject to FCMI beneficially owning not less than ten (10%) percent of the issued and outstanding Common Shares of
the Company, FCMI had the right, which expired on March 3, 2013, to (a) nominate one member to the Company’s Board, and (b)
participate, on a pro rata basis, in any future equity financing undertaken by the Company (excluding stock options granted pursuant
to the Company’s stock option plan and then outstanding share purchase warrants) . William E. Threlkeld is FCMI’s nominee on the
Company’s Board. See Item 13 “DIRECTORS AND OFFICERS”. On March 4, 2014, FCMI acquired an additional 1,944,444 Units
of the Company at a price of $0.72 per Unit in connection with the 2014 Private Placement. On August 19, 2014, FCMI acquired an
additional 1,300,000 Common Shares of the Company at a price of US$0.64 per share for an aggregate purchase price of US$832,000
pursuant to the 2014 Public Offering. On February 3, 2015, FCMI acquired an additional 11,400,000 Common Shares of the
Company at a price of US$0.47 per share for an aggregate purchase price of US$5,358,000 pursuant to the 2015 Public Offering. As
of March 29, 2016, FCMI owns and/or exercises control or direction over a total of 27,418,744 Common Shares or 13.31% of the
issued and outstanding Common Shares of the Company (Note: the number of Common Shares owned, controlled or directed by
FCMI is not within the knowledge of management of the Company and has been derived from insider reports filed by FCMI and
available through the Internet at www.sedi.ca).
-135-
5.
On May 20, 2015, Oceana acquired, indirectly through a wholly-owned subsidiary, a total of 24,997,661 Common Shares of the
Company at a price of $0.65 per share for a gross purchase price of $16,248,480 pursuant to the 2015 Private Placement. Oceana is a
public company listed for trading on the TSX, ASX and NZK under the symbol “OCG”. Under the terms of its subscription
agreement and subject to Oceana beneficially owning not less than 9.9% of the issued and outstanding Common Shares of the
Company, Oceana is entitled to:
(a)
appoint one representative to the Company’s technical committee consisting of at least four members (see Item 13
“DIRECTORS AND OFFICERS” above);
(b)
participate in any future equity financings of the Company in order to (i) maintain its then equity ownership interest in the
Company; and/or (ii) increase its equity ownership interest to a maximum of 19.9% of the then issued and outstanding
Common Shares of the Company, being the Oceana Participation Right; and
(c)
a right of first refusal to match any third party offers regarding a tolling arrangement or a non-equity financing for the purpose
of funding the future exploration and development of any assets of the Company.
On February 12, 2016, Oceana exercised its Oceana Participation Right in connection with the 2016 Private Placement to increase its
equity ownership interest to 19.9% by purchasing an additional 13,831,931 Common Shares at a price of $1.00 per Common Share for
a total of $13,831,931. See Item 5.3 “GENERAL DEVELOPMENT OF THE BUSINESS - Three Year History - Recent Financings
”. Oceana’s participation in the 2016 Private Placement constituted a “related party transaction” for the purposes of Multilateral
Instrument 61-101, Protection of Minority Security Holders in Special Transactions , and the Company relied upon exemptions from
the requirement to obtain a formal valuation and seek minority shareholder approval for such participation on the basis that the fair
market value of Oceana’s participation was less than 25% of the Company’s then market capitalization.
As of March 29, 2016, Oceana owns and/or exercises control or direction over a total of 39,342,592 Common Shares or approximately
19.1% of the issued and outstanding Common Shares of the Company.
ITEM 16: TRANSFER AGENT AND REGISTRAR
The Company’s registrar and transfer agent for its Common Shares is Computershare located at 3
British Columbia, Canada V6C 3B9.
rd
Floor - 510 Burrard Street, Vancouver,
ITEM 17: MATERIAL CONTRACTS
Other than contracts entered into in the ordinary course of business, the only material contracts entered into by the Company since the
commencement of the Company’s fiscal year ended December 31, 2015 or before such time that are still in effect are as follows:
1.
Minerals Lease and Agreement dated April 5, 2011 between the Company and Newmont to lease four sections of land totalling
2,560 acres comprising part of the Railroad Project in Elko County, Nevada. See Item 5.4 “GENERAL DEVELOPMENT OF
THE BUSINESS – Mineral Properties – Railroad-Pinion Project – Elko County, Nevada - Minerals Lease and Agreement with
Newmont Mining Corporation ”.
-136-
2.
Shareholder rights plan agreement dated June 1, 2011 (as extended September 9, 2014) between the Company and
Computershare Trust Company of Canada, as rights agent, with respect to the Company’s Rights Plan. See Item 10
“DESCRIPTION OF CAPITAL STRUCTURE”.
3.
Pereira Lease dated on or about November 9, 2012 between the Company and Pereira Family, LLC with respect to various
percentage holdings in the Pinion Project in Elko County, Nevada. See Item 5.4 “GENERAL DEVELOPMENT OF THE
BUSINESS – Mineral Properties – Railroad-Pinion Project, Elko County, Nevada - Pinion and Pereira Leases ”.
4.
Agreement for Sale of Mining Properties dated March 4, 2014 between the Company, as purchaser, and Scorpio, as seller, with
respect to the Company’s acquisition of the Scorpio Pinion Interests on March 5, 2014. See Item 5.4 “GENERAL
DEVELOPMENT OF THE BUSINESS – Mineral Properties – Railroad-Pinion Project, Elko County, Nevada - Acquisition of
Remaining Interest in the Pinion Deposit ”.
5.
Underwriting agreement dated January 28, 2015 between the Company and Macquarie and H.C. Wainwright & Co., LLC, as
underwriters, in connection with the Company’s 2015 Public Offering of 19,032,000 Common Shares at a price of US$0.47 per
share for gross proceeds of US$8,945,040 completed on February 3, 2015. See Item 5.2 “GENERAL DEVELOPMENT OF THE
BUSINESS – Three Year History – Recent Financings ”.
6.
Subscription agreement dated May 10, 2015 between the Company and Oceana for 24,997,661 Common Shares at a price of
$0.65 per share for gross proceeds of $16,248,480 in connection with the 2015 Private Placement completed on May 20, 2015.
See Item 5.2 “GENERAL DEVELOPMENT OF THE BUSINESS – Three Year History – Recent Financings ”.
7.
Subscription agreement dated February 1, 2016 between the Company and Goldcorp for 16,100,000 Common Shares at a price
of $1.00 per share for gross proceeds of $16,100,000 in connection with the 2016 Private Placement completed on February 9,
2016. See Item 5.2 “GENERAL DEVELOPMENT OF THE BUSINESS – Three Year History – Recent Financings ”.
8.
Subscription agreement dated February 10, 2016 between the Company and Oceana for 13,831,931 Common Shares at a price of
$1.00 per share for gross proceeds of $13,831,931 in connection with the 2016 Private Placement completed on February 12,
2016. See Item 5.2 “GENERAL DEVELOPMENT OF THE BUSINESS – Three Year History – Recent Financings ”.
ITEM 18: INTERESTS OF EXPERTS
18.1
Names of Experts
The following table lists the persons and companies who have prepared or certified a report, valuation, statement or opinion described or
included in a filing, or referred to in a filing, made under National Instrument 51-102 Continuous Disclosure Obligations by the Company
during the fiscal year ended December 31, 2015 or subsequent thereto:
Name of Individual or Company
Davidson & Company LLP
Michael B. Dufrene, M.Sc., P. Geol., P. Geo. of APEX
Steven R. Koehler, B.Sc., CPG 10216
Andrew Turner, B.Sc., P. Geol. and Michael B. Dufrene, M.Sc., P.
Geol., P. Geo. of APEX
Steven R. Koehler, B.Sc., CPG 10216
Michael B. Dufrene, M.Sc., P. Geol., P. Geo., Steven J. Nicholls,
BA.Sc., MAIG and Andrew Turner, B.Sc., P. Geol., of APEX
Michael B. Dufrene, M.Sc., P. Geol., P. Geo., Steven J. Nicholls,
BA.Sc., MAIG and Andrew Turner, B.Sc., P. Geol., of APEX
Document Prepared or Certified
Audited consolidated financial statements of the Company for the
years ended December 31, 2015 and December 31, 2014
2016 Railroad-Pinion Report dated March 30, 2016
Technical Report on the Railroad and Pinion Projects Elko County,
Nevada USA dated March 31, 2015
2014 Pinion Resource Report dated October 24, 2014
2015 Dark Star Resource Report dated April 17, 2015
-137-
18.2
Interests of Experts
To the knowledge of the Company, none of the experts named above or their respective associates or affiliates held, as of the date of the
applicable report, valuation, statement or opinion referred to in Item 18.1 “Names of Experts” above, or currently hold any registered or
beneficial interests, direct or indirect, in any securities or other property of the Company, other than Steven R. Koehler, the Company’s
Manager of Projects, who holds stock options to purchase an aggregate of 625,000 Common Shares of the Company at exercise prices ranging
from $0.73 per share to $1.16 per share and expiring between February 2, 2017 and November 27, 2020.
ITEM 19: AUDIT COMMITTEE
National Instrument 52-110 Audit Committees of the Canadian Securities Administrators (“ NI 52-110 ”) requires the Company to disclose
annually in its AIF certain information concerning the constitution of its audit committee and its relationship with its external auditor as set
forth below.
1.
The Audit Committee Charter
The Company’s audit committee is governed by an audit committee charter, the text of which is attached as Schedule A to this AIF.
2.
Composition of Audit Committee
The audit committee is comprised of three directors, being Robert J. McLeod (Chair), William E. Threlkeld and David M. Cole. All three
members of the audit committee are considered “independent” as that term is defined in applicable securities legislation.
In addition, each member has the ability to read and understand financial statements that present a breadth and level of complexity of
accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the
Company’s financial statements and is therefore considered “financially literate”.
3.
Relevant Education and Experience
All of the audit Committee members are businessmen with experience in financial matters; each has an understanding of accounting principles
used to prepare financial statements and varied experience as to general application of such accounting principles, as well as the internal
controls and procedures necessary for financial reporting, garnered from working in their individual fields of endeavor.
Robert J. McLeod has been the Chief Executive Officer, Vice-President, Operations and a director of Full Metal Minerals Corp., a junior
exploration company listed on the Exchange, since June 2003. He is also a director of various other publicly listed companies including
Revolution Resources Corp. (TSX–RV), Vendetta Mining Corp. (TSXV–VDT) and Entourage Metals Ltd. (TSXV-EMT), and a former
Vice-President, Exploration for Atna Resources Ltd. (TSX-ATN) from February 2003 to February 2004. From 2000 to 2003 Mr. McLeod was
a Project Geologist for Miramar Mining Corp. and a Senior Geologist for Grayd Resource Corporation from 1998 to 2000. Mr. McLeod is
professional geologist (March 2003) with a Masters of Science, Geology, from Queens University, Kingston, Ontario (1998) and a Bachelors
of Science, Geology, from the University of British Columbia (1993).
William E. Threlkeld is a Senior Vice President of Seabridge Gold, Inc. where he is responsible for, among other things, designing and
executing exploration and resource delineation programs. From 1997 to 2000, he was Vice-President, Exploration, for Greenstone Resources
Ltd., responsible for resource delineation on three Central American gold deposits and development of an organization and strategy to identify
new mineral investments. From 1991 to 1997, he was a Vice President and Exploration Manager at Placer Dome Inc. where he was
responsible for its exploration activity and investment in South America. Mr. Threlkeld holds a Master of Science in Economic Geology from
the University of Western Ontario.
-138-
David M. Cole is the President, Chief Executive Officer and founder of Eurasian Minerals , a public company listed on the TSXV and
NYSE-MKT. Just after founding Eurasian Minerals, Mr. Cole co-founded Standard Uranium Corporation, a public uranium exploration and
development company which was later sold to Energy Metals Corporation. Prior to founding Eurasian Minerals and Standard Uranium Corp.,
Mr. Cole worked for Newmont where he held a number of management and senior geologic positions, gaining extensive global business and
technical experience. Mr. Cole earned his Masters Degree from Colorado State University in 1991 and is a member of several professional
organizations and local and international societies.
4.
Reliance on Certain Exemptions
Since the commencement of the Company’s financial year ended December 31, 2015, the Company has not relied on the exemptions contained
in sections 2.4 ( De Minimis Non-Audit Services ), 3.2 ( Initial Public Offerings ), 3.4 ( Events Outside Control of Member ), 3.5 ( Death,
Disability or Resignation of Audit Committee Member ) or Part 8 ( Exemptions ) of NI 52-110.
5.
Reliance on the Exemption in Subsection 3.3(2) or Section 3.6
Since the commencement of the Company’s financial year ended December 31, 2015, the Company has not relied on the exemptions contained
in subsections 3.3(2) ( Controlled Companies ) or section 3.6 ( Temporary Exemption for Limited and Exceptional Circumstances ) of NI
52-110.
6.
Reliance on Section 3.8
Since the commencement of the Company’s financial year ended December 31, 2015, the Company has not relied on the exemption contained
in section 3.8 ( Acquisition of Financial Literacy ) of NI 52-110.
7.
Audit Committee Oversight
Since the commencement of the Company’s financial year ended December 31, 2015, the Board has not failed to adopt a recommendation of
the audit committee to nominate or compensate an external auditor.
8.
Pre-Approval Policies and Procedures
The audit committee has not adopted specific policies and procedures for the engagement of non-audit services, save for the requirement that
all non-audit services to be performed by the Company’s external auditor must be pre-approved and monitored by the audit committee. Subject
to NI 52-110, the engagement of non-audit services is considered by the Company’s Board, and where applicable the audit committee, on a
case-by-case basis.
9.
External Audit Service Fees (By Category)
In the following table, “audit fees” are fees billed by the Company’s external auditor for services provided in auditing the Company’s annual
financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and
related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. “Tax fees” are fees
billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the
auditor for products and services not included in the foregoing categories.
-139-
The fees paid by the Company to its external auditor, Davidson & Company LLP, for services rendered to the Company in each of the last two
fiscal years, by category, are as follows:
Financial Year Ending
December 31, 2015
December 31, 2014
(1)
Audit Fees
$51,000
$51,000
Audit Related Fees
Nil
Nil
Tax Fees
Nil
Nil
All Other Fees
$22,950 (1)
$41,565 (1)
Review of quarterly filings.
ITEM 20: ADDITIONAL INFORMATION
Additional information relating to the Company may be found on SEDAR at www.sedar.com. Additional information including directors’ and
officer’s remuneration and indebtedness, principal holders of the Company’s securities, and securities authorized for issuance under equity
compensation plans, if applicable, is contained in the Company’s information circular dated June 9, 2015 for its 2015 annual general meeting of
shareholders held on July 22, 2015. Additional financial information is also provided in the Company’s audited Financial Statements and
related MD&A for its fiscal year ended December 31, 2015.
-140-
Schedule “A”
AUDIT COMMITTEE CHARTER
PURPOSE OF THE COMMITTEE
The purpose of the Audit Committee (the “Committee”) of the board of directors (the “ Board ”) of the Company is to provide an open avenue
of communication between management, the Company’s external auditor and the Board and to assist the Board in its oversight of:

the integrity, adequacy and timeliness of the Company’s financial reporting and disclosure practices;

the Company’s compliance with legal and regulatory requirements related to financial reporting; and

the independence and performance of the Company’s external auditor.
The Committee shall also perform any other activities consistent with this Charter, the Company’s articles and governing laws as the
Committee or Board deems necessary or appropriate.
The Committee shall consist of a minimum of three directors who are appointed and may be removed by the Board in its discretion. The
members of the Committee shall elect a Chairman from among their number. A majority of the members of the Committee must not be officers
or employees of the Company or of an affiliate of the Company. The quorum for a meeting of the Committee is a majority of the members who
are not officers or employees of the Company or of an affiliate of the Company. With the exception of the foregoing quorum requirement, the
Committee may determine its own procedures.
The Committee’s role is one of oversight. Management is responsible for preparing the Company’s financial statements and other financial
information and for the fair presentation of the information set forth in the financial statements in accordance with International Financial
Reporting Standards (“ IFRS ”). Management is also responsible for establishing internal controls and procedures and for maintaining the
appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all
applicable laws and regulations.
The external auditor’s responsibility is to audit the Company’s financial statements and provide its opinion, based on its audit conducted in
accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial
position, results of operations and cash flows of the Company in accordance with IFRS.
The Committee is responsible for recommending to the Board the external auditor to be nominated for the purpose of auditing the Company’s
financial statements, preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, and for
reviewing and recommending the compensation of the external auditor. The Committee is also directly responsible for the evaluation of and
oversight of the work of the external auditor including the resolution of any disagreements between management and the external auditor
regarding financial reporting. The external auditor shall report directly to the Committee. The Committee is also entitled to engage independent
counsel and other advisers in the performance of its duties and to set and pay the compensation for such counsel or advisers.
AUTHORITY AND RESPONSIBILITIES
In addition to the foregoing, in performing its oversight responsibilities the Committee shall:
1.
Monitor the adequacy of this Charter and recommend any changes to the Board from time to time.
2.
Review the appointments of the Company’s Chief Financial Officer and any other key financial executives involved in the financial
reporting process.
-i-
3.
Review with management and the external auditor the adequacy and effectiveness of the Company’s accounting and financial controls
and the adequacy and timeliness of its financial reporting processes.
4.
Review with management and the external auditor the annual financial statements and related documents and review with
management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters
required to be reviewed under applicable legal or regulatory requirements.
5.
Where appropriate and prior to release, review with management the Company’s financial statements, MD&A and any news releases
that disclose annual or interim financial results or contain other significant financial information that has not previously been released
to the public.
6.
Review the Company’s financial reporting and accounting standards and principles and significant changes in such standards or
principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the
rationale for decisions made.
7.
Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices
adopted by the Company, including consideration of the external auditor’s judgment about the quality and appropriateness of the
Company’s accounting policies. This review may include discussions with the external auditor without the presence of management.
8.
Review with management and the external auditor significant related party transactions and potential conflicts of interest.
9.
Pre-approve and monitor all non-audit services to be provided to the Company by the external auditor.
10.
Monitor the independence of the external auditor by reviewing all relationships between the external auditor and the Company
including reviewing and approving the Company’s hiring policies regarding partners, employees and former partners and employees
of the Company’s current and formal external auditors.
11.
Establish and review the Company’s procedures for the:
(a)
receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing
matters; and
(b)
confidential, anonymous submission by employees regarding questionable accounting, auditing and financial reporting and
disclosure matters.
12.
Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The
Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry
out its duties, and to set and pay the compensation of such advisors at the expense of the Company.
13.
Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a
reporting company in Parts 2 and 4 of National Instrument 52-110 Audit Committees of the Canadian Securities Administrators, the
Business Corporations Act (British Columbia) and the articles of the Company.
-ii-
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2015
EXPRESSED IN CANADIAN DOLLARS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Directors of
Gold Standard Ventures Corp.
We have audited the accompanying consolidated financial statements of Gold Standard Ventures Corp., which comprise the consolidated
statements of financial position as at December 31, 2015 and 2014 and the consolidated statements of loss and comprehensive loss, cash flows,
and changes in shareholders’ equity for the years then ended, and a summary of significant accounting policies and other explanatory
information.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to
fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in
accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Gold Standard Ventures
Corp. as at December 31, 2015 and 2014 and its financial performance and its cash flows for the years then ended in accordance with
International Financial Reporting Standards as issued by the International Accounting Standards Board.
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
December 31, 2015
(Expressed in Canadian Dollars)
Page
Independent Auditors’ Report
1
Contents
2
Consolidated Statements of Financial Position
3
Consolidated Statements of Loss and Comprehensive Loss
4
Consolidated Statements of Cash Flows
5
Consolidated Statements of Changes in Shareholders’ Equity
6
Notes to Consolidated Financial Statements
7
2
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
December 31,
2015
$
December 31,
2014
$
Assets
Current
Cash and cash equivalents (Note 3)
Receivables
Prepaid expenses (Note 4)
10,121,153
25,907
129,957
10,277,017
494,878
30,237
176,151
701,266
-
7,816
74,682,974
67,312,235
916,382
654,637
85,876,373
68,675,954
1,177,654
1,177,654
2,236,845
2,500,000
4,736,845
111,690,762
6,876,998
(33,869,041 )
84,698,719
86,500,845
6,279,765
(28,841,501 )
63,939,109
85,876,373
68,675,954
Property and equipment (Note 5)
Exploration and evaluation assets (Notes 6 and 11)
Reclamation bonds (Note 7)
Liabilities
Current
Accounts payable and accrued liabilities (Note 8)
Note payable (Note 6)
Shareholders' equity
Capital stock (Note 9)
Reserves (Note 9)
Deficit
Nature and Continuance of Operations (Note 1), Commitments (Note 14), Subsequent Events (Note 16)
These consolidated financial statements are authorized for issuance by the Board of Directors on March 30, 2016.
On Behalf of the Board of Directors:
“Jonathan Awde”
Jonathan Awde, Director
“Richard Silas”
Richard Silas, Director
The accompanying notes are an integral part of these consolidated financial statements
3
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian Dollars)
For the year ended December 31,
2015
2014
$
$
Expenses
Advertising and promotion
Bank charges and interest
Consulting fees
Depreciation
Foreign exchange loss (gain)
Insurance
Investor relations
Management fees (Note 11)
Office
Professional fees
Regulatory and shareholders service
Rent
Reversal of payables
Share-based compensation (Notes 9 and 11)
Travel and related
Wages and salaries (Note 11)
Write down of exploration and evaluation assets (Note 6)
Gain on debt settlement (Note 9)
Interest income
Loss and comprehensive loss for the year
Basic and diluted loss per share
Weighted average number of common
shares outstanding (basic and diluted)
10,177
27,419
579,343
7,816
(264,345 )
106,094
408,151
738,717
237,084
300,481
131,744
179,600
1,858,172
741,618
353,295
9,479
79,528
934,498
17,457
26,527
102,237
231,606
678,835
238,340
525,813
193,814
138,386
(202,893 )
1,436,615
639,322
681,507
(5,415,366 )
(5,731,071 )
(903,082 )
29,969
(5,988,249 )
10,249
434
(6,288,479 )
(11,708,637 )
(0.04 )
(0.10 )
156,529,180
The accompanying notes are an integral part of these consolidated financial statements
4
112,820,397
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)
For the year ended December 31,
2015
2014
$
$
Cash flows used in operating activities
Loss for the year
Items not affecting cash and cash equivalents:
Depreciation
Share-based compensation
Gain on debt settlement
Write down of exploration and evaluation assets
Unrealized foreign exchange
Changes in non-cash working capital items
Decrease (increase) in receivables
Decrease (increase) in prepaid expenses
Decrease in accounts payable and accrued liabilities
Cash flows used in investing activities
Reclamation bonds
Exploration and evaluation assets expenditures
Cash flows from financing activities
Proceeds from share issuances
Share issuance costs
Repayment of note payable
(6,288,479 )
(11,708,637 )
7,816
1,858,172
903,082
(131,186 )
17,457
1,436,615
(10,249 )
5,988,249
(84,881 )
4,330
46,194
(222,737 )
(3,822,808 )
(14,989 )
(23,911 )
(126,345 )
(4,526,691 )
(130,558 )
(9,110,276 )
(9,240,834 )
(101,458 )
(12,330,080 )
(12,431,538 )
27,390,421
(2,200,504 )
(2,500,000 )
22,689,917
17,822,143
(1,590,228 )
16,231,915
9,626,275
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Non-cash transactions
Exploration and evaluation assets expenditures in accounts
payable at year end
Reclassification of cancelled stock options from reserves to deficit
Reclassification of expired stock options from reserves to
deficit
Shares issued for exploration and evaluation assets
Promissory note issued for exploration and evaluation assets
Shares issued for debt settlement
494,878
1,221,192
10,121,153
494,878
990,963
349,931
1,827,417
-
911,008
-
4,807,500
2,500,000
134,388
The accompanying notes are an integral part of these consolidated financial statements
5
(726,314 )
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in Canadian Dollars)
Number of
Shares Issued
Reserves
$
4,843,150
-
Deficit
$
(17,132,864 )
Total
Shareholders'
Equity
$
53,037,328
Balance at December 31, 2013
91,756,618
Capital Stock
$
65,327,042
Shares issued for cash
Shares issued for exploration
and
evaluation assets
Share issuance costs
Share-based compensation
Shares issued for debt settlement
Net loss for the year
Balance at December 31, 2014
25,038,495
17,822,143
6,750,000
194,765
123,739,878
4,807,500
(1,590,228 )
134,388
86,500,845
1,436,615
6,279,765
(11,708,637 )
(28,841,501 )
4,807,500
(1,590,228 )
1,436,615
134,388
(11,708,637 )
63,939,109
Shares issued for cash
Share issuance costs
Share-based compensation
Stock options cancelled
Stock options expired
Net loss for the year
Balance at December 31, 2015
44,029,661
167,769,539
27,390,421
(2,200,504 )
111,690,762
1,858,172
(349,931 )
(911,008 )
6,876,998
349,931
911,008
(6,288,479 )
(33,869,041 )
27,390,421
(2,200,504 )
1,858,172
(6,288,479 )
84,698,719
-
The accompanying notes are an integral part of these consolidated financial statements
6
17,822,143
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 1 - Nature and Continuance of Operations
Gold Standard Ventures Corp. (the “Company”) was incorporated on February 6, 2004 under the Business Corporations Act of British
Columbia and is listed for trading on the TSX Venture Exchange (“TSX-V”) under the symbol V.GSV and on the NYSE MKT under the
symbol “GSV”.
The Company’s head office, principal address and registered and records office is located at Suite 610 – 815 West Hastings Street,
Vancouver, British Columbia, Canada, V6C 1B4.
The Company’s exploration and evaluation assets are at the exploration stage and are without a known body of commercial ore. The
business of exploring for minerals involves a high degree of risk. Few properties that are explored are ultimately developed into producing
mines. Major expenditures may be required to establish ore reserves, to develop metallurgical processes, to acquire construction and
operating permits and to construct mining and processing facilities. The amounts shown as exploration and evaluation assets costs
represent acquisition, holding and deferred exploration costs and do not necessarily represent present or future recoverable values. The
recoverability of the amounts shown for exploration and evaluation assets costs is dependent upon the Company obtaining the necessary
financing to complete the exploration and development of the properties, the discovery of economically recoverable reserves and future
profitable operations.
These consolidated financial statements have been prepared on the assumption that the Company and its subsidiaries will continue as a
going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in
the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue
operations for the foreseeable future. As at December 31, 2015, the Company had not advanced its properties to commercial production
and is not able to finance day to day activities through operations. The Company’s continuation as a going concern is dependent upon the
successful results from its exploration activities and its ability to attain profitable operations and generate funds there from and/or raise
equity capital or borrowings sufficient to meet current and future obligations. The Company estimates it has sufficient working capital to
continue operations for the upcoming year.
NOTE 2 - Significant Accounting Policies and Basis of Preparation
The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements.
Statement of compliance
These consolidated financial statements, including comparatives, have been prepared in accordance with International Financial Reporting
Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations issued by the International
Financial Reporting Interpretations Committee (“IFRIC”).
Basis of presentation
These consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, modified
where applicable. The consolidated financial statements are presented in Canadian dollars unless otherwise noted.
Basis of consolidation
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, JKR Gold Resources Inc.,
JKR Gold Resources (USA) Inc., JMD Exploration Corp. and Gold Standard Ventures (US) Inc. The Company’s Canadian subsidiaries are
holding companies while its US subsidiaries are operating companies. All significant intercompany accounts and transactions between the
Company and its subsidiaries have been eliminated upon consolidation.
7
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 2 - Significant Accounting Policies and Basis of Preparation (continued)
Foreign currency translation
The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional
currency of the Company and each of its subsidiaries is the Canadian dollar. The functional currency determinations were conducted
through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates .
Transactions in currencies other than Canadian dollars are recorded at exchange rates prevailing on the dates of the transactions. At the
end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the period end exchange
rate while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the exchange rates
approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in profit or
loss.
Use of estimates
The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments and
assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported revenues and
expenses during the period.
Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments
and estimates, actual results may differ from these estimates.
The most significant accounts that require estimates as the basis for determining the stated amounts include the recoverability of
exploration and evaluation assets, valuation of share-based compensation, and recognition of deferred tax amounts.
Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the
consolidated financial statements are as follows:
Economic recoverability and probability of future economic benefits of exploration and evaluation assets
Management has determined that exploration, evaluation, and related costs incurred which were capitalized may have future economic
benefits and may be economically recoverable. Management uses several criteria in its assessments of economic recoverability and
probability of future economic benefits including, geologic and other technical information, a history of conversion of mineral deposits
with similar characteristics to its own properties to proven and probable mineral reserves, the quality and capacity of existing infrastructure
facilities, evaluation of permitting and environmental issues and local support for the project.
Determination of functional currency
The Company determines the functional currency through an analysis of several indicators such as expenses and cash flow, financing
activities, retention of operating cash flows, and frequency of transactions with the reporting entity.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in material adjustments are as follows:
Valuation of share-based compensation
The Company uses the Black-Scholes Option Pricing Model for valuation of share-based compensation. Option pricing models require the
input of subjective assumptions including expected price volatility, interest rate, and forfeiture rate. Changes in the input assumptions can
materially affect the fair value estimate and the Company’s earnings and equity reserves.
8
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 2 - Significant Accounting Policies and Basis of Preparation – (continued)
Use of estimates (continued)
Income taxes
In assessing the probability of realizing income tax assets, management makes estimates related to expectation of future taxable income,
applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will
be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive
and negative evidence that can be objectively verified.
Cash and cash equivalents
The Company considers all highly liquid instruments that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of change in value to be cash equivalents.
Exploration and evaluation assets
Pre-exploration costs are expensed as incurred.
Costs directly related to the acquisition and exploration of exploration and evaluation assets are capitalized once the legal rights to explore
the exploration and evaluation assets are acquired or obtained. When the technical and commercial viability of a mineral resource has
been demonstrated and a development decision has been made, the capitalized costs of the related property are transferred to mining assets
and depreciated using the units of production method on commencement of commercial production.
If it is determined that capitalized acquisition, exploration and evaluation costs are not recoverable, or the property is abandoned or
management has determined an impairment in value, the property is written down to its recoverable amount. Exploration and evaluation
assets are reviewed for impairment when facts and circumstances suggest that the carrying amount may exceed its recoverable amount.
Restoration and environmental obligations
The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of long-term
assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present
value of future restoration cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to
exploration and evaluation assets along with a corresponding increase in the restoration provision in the period incurred. Discount rates
using a pre-tax rate that reflect the time value of money are used to calculate the net present value. The restoration asset will be depreciated
on the same basis as the related assets.
The Company’s estimates of restoration costs could change as a result of changes in regulatory requirements, discount rates and
assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related asset with a
corresponding entry to the restoration provision. The Company’s estimates are reviewed annually for changes in regulatory requirements,
discount rates, effects of inflation and changes in estimates.
Changes in the net present value, excluding changes in amount and timing of the Company’s estimates of reclamation costs, are charged to
profit and loss for the period.
The net present value of restoration costs arising from subsequent site damage that is incurred on an ongoing basis during production are
charged to profit or loss in the period incurred.
As at December 31, 2015 and 2014, there were no significant restoration and environmental obligations.
9
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 2 - Significant Accounting Policies and Basis of Preparation – (continued)
Share-based compensation
The Company operates an employee stock option plan. Share-based compensation to employees is measured at the fair value of the
instruments issued and amortized over the vesting periods. Share-based compensation to non-employees is measured at the fair value of
goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services
cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to
reserves. The fair value of options is determined using the Black–Scholes pricing model which incorporates all market vesting conditions.
The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount
recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments
that eventually vest.
Financial instruments
Financial assets
The Company classifies its financial assets into one of the following categories as follows:
Fair value through profit or loss - This category comprises derivatives and financial assets acquired principally for the purpose of selling
or repurchasing in the near term. They are carried at fair value with changes in fair value recognized in profit or loss. The Company
classifies cash and cash equivalents as fair value through profit or loss.
Loans and receivables - These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. They are carried at amortized cost using the effective interest method less any provision for impairment. The Company
classifies receivables and reclamation bonds as loans and receivables.
Held-to-maturity investments - These assets are non-derivative financial assets with fixed or determinable payments and fixed maturities
that the Company's management has the positive intention and ability to hold to maturity. These assets are measured at amortized cost
using the effective interest method less any provision for impairment.
Available-for-sale - Non-derivative financial assets not included in the above categories are classified as available-for-sale. They are
carried at fair value with changes in fair value recognized in other comprehensive income (loss). Where a decline in the fair value of an
available-for-sale financial asset constitutes objective evidence of impairment, the amount of the loss is removed from accumulated other
comprehensive income (loss) and recognized in profit or loss.
All financial assets except those measured at fair value through profit or loss are subject to review for impairment at least at each reporting
date. Financial assets are impaired when there is objective evidence of impairment as a result of one or more events that have occurred
after initial recognition of the asset and that event has an impact on the estimated future cash flows of the financial asset or the group of
financial assets.
Financial liabilities
The Company classifies its financial liabilities into one of two categories as follows:
Fair value through profit or loss - This category comprises derivatives and financial liabilities incurred principally for the purpose of
selling or repurchasing in the near term. They are carried at fair value with changes in fair value recognized in profit or loss.
Other financial liabilities: This category consists of liabilities carried at amortized cost using the effective interest method, and includes
accounts payable and accrued liabilities and note payable.
As at December 31, 2015, the Company does not have any derivative financial assets and liabilities.
10
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 2 - Significant Accounting Policies and Basis of Preparation – (continued)
Property and equipment
Property and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that
future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The
carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the fiscal
period in which they are incurred.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.
Depreciation is calculated using a straight-line method to write off the cost of the assets. The depreciation rates applicable to each
category of property and equipment are as follows:
Asset
Furniture and Fixtures
Leasehold Improvements
Basis
Straight-line
Straight-line
Period
5 years
Remaining lease term
Income taxes
Current income tax:
Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the
taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the
reporting date, in the country where the Company operates and generates taxable income.
Current income tax relating to items recognized directly in other comprehensive income (loss) or equity is recognized in other
comprehensive income (loss) or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with
respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred income tax:
Deferred income tax is provided for, based on temporary differences at the reporting date between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each
reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the
deferred income tax asset to be utilized.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or
the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets
against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.
11
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 2 - Significant Accounting Policies and Basis of Preparation – (continued)
Impairment of non-financial assets
The carrying amount of the Company’s assets (which include property and equipment and exploration and evaluation assets) is reviewed at
each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount
of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in profit or loss.
The recoverable amount of an asset is the greater of an asset’s fair value less cost to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments
of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those
from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in
the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been
determined had no impairment loss been recognized in previous years. Assets that have an indefinite useful life are not subject to
amortization and are tested annually for impairment.
Loss per share
Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average
number of shares outstanding during the reporting period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per
share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock
options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants
were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the
reporting periods. Potentially dilutive options and warrants excluded from diluted loss per share totalled 19,417,248 (2014 – 16,953,248).
Warrants issued in equity financing transactions
The Company engages in equity financing transactions to obtain the funds necessary to continue operations and explore and evaluate
exploration and evaluation assets. These equity financing transactions may involve issuance of common shares or units. Each unit
comprises a certain number of common shares and a certain number of warrants. Depending on the terms and conditions of each equity
financing transaction, the warrants are exercisable into additional common shares at a price prior to expiry as stipulated by the transaction.
Warrants that are part of units are assigned a value based on the residual value, if any, and included in reserves.
New and amended accounting pronouncements New and amended standards adopted by the Company during the year ended
December 31, 2015
The following new and amended standards adopted by the Company did not result in a significant impact on the Company’s financial
statements:

IFRS 2 - Share-based Payment: The amendment clarifies vesting conditions by separately defining a performance condition and a
service condition, both of which were previously incorporated within the definition of a vesting condition.

IAS 24 - Related Party Disclosures: The amendments to IAS 24 clarify that a management entity, or any member of a group of which
it is a part, that provides key management services to a reporting entity, or its parent, is a related party of the reporting entity. The
amendments also require an entity to disclose amounts incurred for key management personnel services provided by a separate
management entity. This replaces the more detailed disclosure by category required for other key management personnel
compensation.
12
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 2 - Significant Accounting Policies and Basis of Preparation – (continued)
Standards issued or amended but not yet effective
A number of new standards, amendments to standards and interpretations applicable to the Company are not yet effective for the year
ended December 31, 2015 and have not been applied in preparing these consolidated financial statements. The Company is currently
considering the possible effects of the new and revised standards which will be effective to the Company’s consolidated financial
statements for the year ending December 31, 2016 or later:

IFRS 9 – Financial Instruments: Applies to classification and measurement of financial assets and liabilities as defined in IAS 39. It is
tentatively effective for annual periods beginning on or after January 1, 2018 with early adoption permitted. The Company does not
expect any effect on the Company’s consolidated financial statements.
NOTE 3 – Cash and Cash Equivalents
Cash at bank
Cash held in lawyers’ trust account
December 31, 2015
$
9,799,093
322,060
10,121,153
December 31, 2014
$
482,334
12,544
494,878
December 31, 2015
$
115,501
14,456
129,957
December 31, 2014
$
163,863
12,288
176,151
NOTE 4 – Prepaid Expenses
Prepaid expenses
Deposits
13
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 5 - Property and Equipment
Leasehold
improvements
$
Cost:
At December 31, 2014 and December 31, 2015
Depreciation:
At December 31, 2014
Charge for the year
At December 31, 2015
Net book value:
At December 31, 2014
At December 31, 2015
14
Total
$
65,275
22,008
87,283
58,751
6,524
65,275
20,716
1,292
22,008
79,467
7,816
87,283
6,524
-
1,292
-
7,816
-
Leasehold
improvements
$
Cost:
At December 31, 2013 and December 31, 2014
Depreciation:
At December 31, 2013
Charge for the year
At December 31, 2014
Net book value:
At December 31, 2013
At December 31, 2014
Furniture and
fixtures
$
Furniture and
fixtures
$
Total
$
65,275
22,008
87,283
45,695
13,056
58,751
16,315
4,401
20,716
62,010
17,457
79,467
19,580
6,524
5,693
1,292
25,273
7,816
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 6 – Exploration and Evaluation Assets
Expenditures for the fiscal period related to exploration and evaluation assets located in Nevada, USA are as follows:
Crescent
Valley
$
Railroad-Pinion
$
Camp
Douglas
$
Total
$
Balance as at December 31, 2013
46,763,903
3,284,450
3,040,682
53,089,035
Property acquisition and staking costs
Exploration expenses
Claim maintenance fees
Consulting
Data analysis
Drilling
Equipment rental
Geological
Lease payments
Sampling and processing
Site development
Supplies
Travel
13,542,500
-
-
13,542,500
159,483
1,111,410
147,524
2,018,296
4,150
385,313
818,920
799,251
321,993
260,037
79,455
19,648,332
145,227
10,752
42,248
202,298
440
425
401,390
52,763
10,254
22,481
76,229
161,727
357,473
1,132,416
147,524
2,018,296
4,150
450,042
1,097,447
799,691
321,993
260,462
79,455
20,211,449
Write down of exploration and evaluation
assets
Balance as at December 31, 2014
Exploration expenses
Claim maintenance fees
Consulting
Data analysis
Drilling
Geological
Lease payments
Metallurgy
Permits
Sampling and processing
Site development
Supplies
Travel
Write down of exploration and evaluation
assets
Balance as at December 31, 2015
-
(3,318,903 )
(2,669,346 )
(5,988,249 )
66,412,235
366,937
533,063
67,312,235
207,074
1,402,848
130,425
3,481,520
482,432
855,720
209,701
7,884
483,110
439,331
511,610
59,084
8,270,739
3,082
3,082
-
207,074
1,402,848
130,425
3,481,520
482,432
858,802
209,701
7,884
483,110
439,331
511,610
59,084
8,273,821
74,682,974
(370,019 )
-
(533,063 )
-
(903,082 )
74,682,974
15
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 6 - Exploration and Evaluation Assets – (continued)
Railroad-Pinion Project
The Railroad-Pinion project is located in Elko County, Nevada, USA.
In August 2009, the Company entered into an agreement to acquire a 100% interest in certain claims comprising the Railroad Property in
Nevada from Royal Standard Minerals, Inc (“RSM”) and its subsidiaries. The Railroad property is subject to three underlying agreements
as follows:
a. Aladdin Sweepstakes Lease/Purchase Agreement whereby the Company acquired certain interests for US$2,965,000 subject to a 1%
net smelter royalty (“NSR”).
b. Tomera Mining Lease consists of five separate leases, three of which are subject to a 5% NSR. The Company is required to pay
annual lease payments of US$87,137 for 2016 and US$96,887 thereafter.
c. Sylvania Mining Lease Agreement which is subject to annual lease payments of US$20,000 expiring in December 2021 subject to a
5 % NSR.
RSM will retain a 1% NSR on the entire property and certain claims are subject to a 1.5% Mineral Production Royalty payable to
Kennecott Holdings Corporation.
In April 2011, the Company entered into a minerals lease and agreement with Newmont USA Limited (“Newmont”) to lease four sections
and acquire a 100% right to prospect and explore for minerals on and beneath the leased lands. Two of the four sections are staked public
lands, which carry no underlying royalty. The other two sections are private surface and minerals lands subject to a total annual lease
payment of US$39,680 and an underlying 5% NSR. Under the terms of the agreement, the Company is required to meet work
commitments of US$2,500,000 as follows:
Year
2013
2014
2015
2016
2017
US$100,000 (Incurred)
200,000 (Incurred)
450,000 (Incurred)
750,000
1,000,000
Beginning in 2018, the Company will be subject to an annual work commitment of US$300,000, or the Company will be required to pay
an annual rental payment of US$33,600 to Newmont.
Newmont has a first back-in right on or before delivery of a positive feasibility study, enabling Newmont to earn a 51% interest in the
lease by incurring expenditures totaling 150% of the expenditures made by the Company. If Newmont elects not to exercise the back-in
right, Newmont will deed the claims and assign the leases on the leased lands to the Company in exchange for the Company’s executing a
royalty deed conveying a 3% NSR on the claims and a 1% NSR on the leased lands to Newmont. If Newmont exercises its first back-in
right, it has a second back-in right to earn an additional 19% interest in the lease by expending an additional 100% of the expenditures
made by the Company. The project would then revert to a joint venture between Newmont (70%) and the Company (30%).
16
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 6 - Exploration and Evaluation Assets – (continued)
Railroad-Pinion Project (continued)
Between October 2011 to May 2012, the Company entered into various mining lease agreements to acquire a 100% interest in certain
claims, collectively known as the Pinion project (“Pinion”), for total payments of US$53,000 and a lease term of ten years with an option
to extend the lease term for an additional ten years. These leases are subject to total annual lease payments in US$ as follows:
Year
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021 and onward
$ 63,522
72,236
72,236
84,940
86,683
99,387
101,130
113,834
115,577
115,577
125,829
(Paid)
(Paid)
(Paid)
(Paid)
(Paid)
Each lease is subject to a 5% NSR. The lease payment will be cumulatively credited to the Company’s account and will be applied against
the Company’s obligation to pay the NSR payment up to 80% of the total lease payment.
During the year ended December 31, 2014, the Company entered into certain amendments to existing mining lease agreements to include
additional mineral properties for US$120,600 and additional annual lease payments totalling US$17,235.
In October 2012, the Company entered into a letter of intent to lease a 100% right in certain patented mining claims for a primary period of
10 years. The Company paid US$15,000 upon execution of the agreement and is required to make annual lease payments of US$15,000 on
the first anniversary and then increasing to US$50,000 in years six to nine. The Company has the option to purchase the property for
US$1,500,000 and must purchase the property prior to commencing production. The lease agreement is subject to a 4% NSR. The
Company has the option to extend the lease for an additional 10 years with annual lease payments of US$75,000 per year, with provisions
for extension after that. If the Company exercises the purchase option, all initial lease payments paid will be credited against future NSR
payments.
In October 2012, the Company entered into a surface use agreement with a primary term of 10 years, with provisions for extension after
that. The surface use agreement is subject to an annual lease payment of US$20,103. The Company has the option to purchase the property
for US$8,934,640 and must purchase the property prior to commencing production.
In November 2012, the Company entered into a mining lease agreement to lease a 100% interest in certain mineral rights for a period of 12
years. The Company paid an initial amount of US$1,000,000 and annual lease payments of US$175,000 upon execution of the agreement.
The annual lease payments increase by 5% each year. Under the terms of the agreement, the Company is required to spend a minimum of
US$500,000 on exploration during the first year of the lease term (incurred), US$750,000 during the second year of the lease term
(incurred), and US$1,000,000 per year for the remainder of the lease term, with the option of making a cash payment to the vendor of any
shortfall. The lease agreement is subject to a 5% NSR with a buy-down option of 3% for US$3,500,000 in year one through six or for
US$7,000,000 in year seven through twelve. The Company, prior to commencing production on the property and after having exercised
its buy-down option of the NSR, has an option to purchase the property for an amount of US$25,000,000. If the Company exercises the
purchase option, 70% of the initial amount will be credited towards the purchase price and 70% of all annual lease payments will be
credited against future NSR payments. The Company has the option to extend the lease for an additional 10 years by paying
US$1,000,000 and making annual lease payments of US$500,000 per year, increasing annually in the amount of 5% of the previous year’s
annual lease payment. After the third anniversary, the Company can terminate this agreement by making a cash payment equal to the lease
payments for the following two years of the lease term.
17
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 6 - Exploration and Evaluation Assets – (continued)
Railroad-Pinion Project (continued)
In December 2012, the Company entered into a mining lease and option to purchase agreement to lease a 100% right in certain patented
mining claims for a primary period of 10 years. The Company paid US$20,000 upon execution of the agreement and is required to make
annual lease payments of US$20,000 on the first anniversary and then increasing to US$35,000 in years six to nine. The Company has the
option to purchase the property for US$1,000,000 and must purchase the property prior to commencing production. The lease agreement is
subject to a 4% NSR with a buy-down option of 2% for US$2,000,000 and a further 1% for US$1,500,000. The Company has the option to
extend the lease for an additional 10 years with annual lease payments of US$50,000 per year, with provisions for extension after that. If
the Company exercises the purchase option, all initial lease payments will be credited against future NSR payments.
In July 2013, the Company entered into a letter of intent to lease a 100% right in certain patented mining claims for a primary period of 10
years. The Company paid US$25,000 upon execution of the agreement and is required to make annual lease payments of US$25,000 on
the first anniversary and then increasing to US$43,750 in years six to nine. The Company has the option to purchase the property for
US$1,250,000 and must purchase the property prior to commencing production. The lease agreement is subject to a 4% NSR with a
buy-down option of 2% for US$2,000,000 and a further 1% for US$1,000,000. The Company has the option to extend the lease for an
additional 10 years with annual lease payments of US$62,500 per year, with provisions for extension after that. If the Company exercises
the purchase option, all initial lease payments will be credited against future NSR payments.
In March 2014, the Company entered into an agreement to acquire a certain portion of the Pinion Gold Deposit (“Pinion Gold Deposit”),
which is contiguous to the Company’s Railroad Gold Project.
Total consideration consisted of:
(1) An upfront $250,000 non-refundable deposit (paid);
(2) A cash payment of $5,750,000 payable upon closing (paid);
(3) Share consideration of 5,500,000 common shares of the Company payable upon closing (issued at a value of $4,070,000);
(4) A cash payment of $2,500,000 payable one year from closing (issued a promissory note of $2,500,000 with an interest rate of 3%
per annum secured by the Pinion Gold Deposit.) The promissory note was repaid in March 2015;
(5) Upon delivering a NI 43-101-compliant resource exceeding 1,000,000 ounces of gold at the Pinion Gold Deposit, the Company
will issue a further 1,250,000 common shares (issued at a value of $737,500) (Note 9);
(6) Additional cash consideration of $1,500,000 to $3,000,000 will be payable by the Company if the Company enters into a
transaction whereby it sells a majority of the Company for consideration exceeding $100,000,000.
In conjunction with the acquisition of the Pinion Gold Deposit, the Company paid fees of $235,000.
The Pinion Gold Deposit is subject to five underlying lease agreements which require total annual lease payments of US$47,931 in 2014
and then increasing to US$49,090 in 2017 as well as a maximum of a 5% NSR pursuant to various underlying lease agreements and
royalty agreements.
In September 2014, the Company entered into a mining lease with option to purchase agreement to lease a 100% right in certain
unpatented mining claims for a primary period of 10 years. The Company paid US$50,000 upon execution of the agreement and is
required to make annual lease payments of US$30,000 on the first anniversary and then increasing to US$90,000 in years six to nine. The
Company has the option to purchase the property for US$1,500,000 and must purchase the property prior to commencing production. The
lease agreement is subject to a 4% NSR with a buy-down option of 1% for US$1,000,000 before the fifth anniversary and a further 1% for
US$1,500,000 before the tenth anniversary. The Company has the option to extend the lease for an additional 10 years with annual lease
payments of US$100,000 per year, with provisions for extension after that. If the Company exercises the purchase option, all initial lease
payments will be credited against future NSR payments.
18
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 6 - Exploration and Evaluation Assets – (continued)
Railroad-Pinion Project (continued)
In January 2015, the Company entered into a mining lease with option to purchase agreement to lease a 100% right in certain unpatented
mining claims for a primary period of 10 years. The Company paid US$15,000 upon execution of the agreement and is required to make
annual lease payments of US$8,000 on the first anniversary and then increasing to US$20,000 in years six to nine. The Company has the
option to purchase the property for US$150,000 and must purchase the property prior to commencing production. The lease agreement is
subject to a 3% NSR with a buy-down option of 1% for US$150,000 before the fifth anniversary and a further 1% for US$250,000 before
the tenth anniversary. The Company has the option to extend the lease for an additional 10 years with annual lease payments of US$25,000
per year, with provisions for extension after that. If the Company exercises the purchase option, all initial lease payments will be credited
against future NSR payments.
Crescent Valley North Project
In September 2009, the Company entered into an option agreement to acquire a 100% interest in four lease agreements, collectively known
as the Crescent Valley North property ("CVN") from Aurelio Resources Corporation ("Aurelio").
In March 2014, based on an internal review of the property, the Company recorded a write-down of $1,277,189. The recoverable amount
was determined based on the fair value less costs of disposal within Level 3 of the fair value hierarchy. A market approach valuation
technique was used to determine the recoverable amount based on comparable mineral properties in comparable companies.
In May 2014, and as amended in August 2014, October 2014, January 2015 and March 2015, the Company entered into a binding letter of
intent (“LOI”) to sell the CVN and Camp Douglas projects to Tanqueray Exploration Ltd. (“Tanqueray”) for total consideration of
$900,000 consisting of a cash payment of $300,000 and 12,000,000 common shares of Tanqueray at a fair value price of $0.05 per share.
The closing was expected to occur on or about May 31, 2015, subject to certain conditions, including the satisfaction of respective due
diligence investigations, Tanqueray raising $1.5 million, acceptance of the TSX-V and, where applicable, approval by Tanqueray’s
shareholders. Based on the latest amendment of the LOI, the Company recorded a further write-down of $2,041,714 during fiscal 2014.
In April and May 2015, the Company terminated all underlying lease agreements related to the CVN project. As a result, the Company
recorded a further write-down of $370,019 and terminated the LOI with Tanqueray.
Camp Douglas Project
In August 2010, the Company entered into a mining lease and option to purchase agreement to acquire, subject to a 4% NSR, a 100%
interest in the Camp Douglas project consisting of certain unpatented mineral claims in Mineral County, Nevada. Under the terms of the
agreement, the Company was to pay cumulative lease payments of US$550,000 and incur exploration expenditures of US$900,000 by
August 2018. The Company had paid US$280,000 in lease payments and fulfilled the accumulated work commitment of US$900,000 in
exploration expenditures.
In March 2014, based on an internal review of the property, the Company recorded a write-down of $124,263. The recoverable amount
was determined based on the fair value less costs of disposal within Level 3 of the fair value hierarchy. A market approach valuation
technique was used to determine the recoverable amount based on comparable mineral properties in comparable companies. Pursuant to
the LOI with Tanqueray, the Company was attempting to sell the CVN and Camp Douglas projects to Tanqueray for total consideration of
$900,000. Based on the latest amendment of the LOI, the Company recorded a further write-down of $2,545,083.
In April 2015, the Company terminated the mining lease and option to purchase agreement and recorded a further write-down of $533,063
and terminated the LOI with Tanqueray.
19
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 7 - Reclamation Bonds
In relation to its exploration and evaluation assets, the Company has posted reclamation bonds of $916,382 (US$662,126) (December 31,
2014 - $654,637 (US$564,293)).
NOTE 8 – Accounts Payable and Accrued Liabilities
December 31, 2015
$
686,541
491,113
1,177,654
Accounts payable
Accrued liabilities
December 31, 2014
$
1,911,980
324,865
2,236,845
NOTE 9 - Share Capital and Reserves
Authorized Share Capital
Unlimited number of common shares without par value.
Issued Share Capital
In March 2014, the Company completed a public offering of 15,188,495 units at a price of $0.72 per unit for proceeds of $10,163,460 net
of cash commission and expenses of $772,256. Each unit comprises one common share of the Company and one-half of one common
share purchase warrant. The Company issued 7,594,248 warrants exercisable at $1.00 per share for a period of two years.
In March 2014, the Company issued 5,500,000 common shares at a value of $4,070,000 pursuant to the acquisition of the Pinion Gold
Deposit (Note 6).
In August 2014, the Company completed a public offering whereby 9,850,000 shares at US$0.64 (equivalent to $0.6991) per share were
issued for proceeds of $6,068,455 net of cash commissions and expenses of $817,972.
In October 2014, the Company issued 194,765 common shares at a value of $134,388 to settle the balance of a resignation payment of
$144,637 due to a former director and officer, resulting in a gain of $10,249.
In November 2014, the Company issued 1,250,000 common shares of the Company at a value of $737,500 pursuant to the acquisition of
the Pinion Gold Deposit (Note 6).
In February 2015, the Company completed a public offering of 19,032,000 common shares of the Company at a price of US$0.47
(equivalent to $0.5854) per share for proceeds of $9,854,637 net of cash commissions and expenses of $1,287,305.
In May 2015, the Company completed a private placement of 24,997,661 common shares of the Company at a price of $0.65 per share for
proceeds of $15,335,280, net of cash commissions and expenses of $913,199.
20
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 9 - Share Capital and Reserves – (continued)
Share Purchase Warrants
A summary of share purchase warrant activities are as follows:
Number of
warrants
Outstanding at December 31, 2013
Issued
Outstanding at December 31, 2014 and December 31, 2015
Weighted average
exercise price
$
7,594,248
7,594,248
1.00
1.00
A summary of the share purchase warrants outstanding and exercisable at December 31, 2015 is as follows:
Exercise
Price
$
Number Outstanding
1.00
7,594,248 *
Expiry Date
March 4, 2016
* Subsequent to December 31, 2015, 7,468,804 warrants were exercised (Note 16) and 125,444 warrants expired unexercised.
Stock Options
The Company has a Stock Option Plan whereby the maximum number of common shares reserved for issue under the plan shall not
exceed 10% of the outstanding common shares of the Company, as at the date of the grant. The exercise price of each option granted
under the plan may not be less than the Discounted Market Price (as that term is defined in the policies of the TSX-V). Options may be
granted for a maximum term of ten years from the date of the grant, are non-transferable and expire within 90 days of termination of
employment or holding office as director or officer of the Company and, in the case of death, expire within one year thereafter. Upon
death, the options may be exercised by legal representation or designated beneficiaries of the holder of the option.
In March 2014, the Company granted 2,179,000 stock options for a period of four years, valued at $0.64 per option for a total value of
$888,226 calculated using the Black-Scholes option pricing model assuming a life expectancy of four years, a risk free rate of 1.29%, a
forfeiture rate of 0%, and volatility of 78%.
In June 2014, the Company granted 125,000 stock options for a period of five years, valued at $0.66 per option for a total value of $56,842
calculated using the Black-Scholes option pricing model assuming a life expectancy of five years, a risk free rate of 1.57%, a forfeiture rate
of 0%, and volatility of 80%.
In September 2014, the Company granted 1,080,000 stock options for a period of five years, valued at $0.68 per option for a total value of
$491,547 calculated using the Black-Scholes option pricing model assuming a life expectancy of five years, a risk free rate of 1.70%, a
forfeiture rate of 0%, and volatility of 78%.
21
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 9 - Share Capital and Reserves – (continued)
Stock Options (continued)
In February 2015, the Company granted 600,000 stock options for a period of three years, valued at $0.35 per option for a total value of
$210,228 calculated using the Black-Scholes option pricing model assuming a life expectancy of three years, a risk free rate of 0.45%, a
forfeiture rate of 0%, and volatility of 81%. The Company further granted 75,000 stock options for a period of five years, valued at $0.37
per option for a total value of $27,443 calculated using the Black-Scholes option pricing model assuming a life expectancy of five years, a
risk free rate of 0.74%, a forfeiture rate of 0%, and volatility of 75%. In addition, 356,000 stock options with a weighted average exercise
price of $1.16 per option expiring from April 5, 2016 to September 12, 2019 were cancelled. As a result, the fair value of $349,931
attributable to these stock options was transferred from reserve to deficit.
In July 2015, 1,305,000 stock options with an exercise price of $0.65 per option expired unexercised. As a result, the fair value of
$773,043 attributable to these stock options was transferred from reserve to deficit.
In October 2015, 200,000 stock options with an exercise price of $0.82 per option expired unexercised. As a result, the fair value of
$137,965 attributable to these stock options was transferred from reserve to deficit.
In November 2015, the Company granted 3,650,000 stock options for a period of five years, valued at $0.44 per option for a total value of
$1,620,501 calculated using the Black-Scholes option pricing model assuming a life expectancy of five years, a risk free rate of 0.92%, a
forfeiture rate of 0%, and volatility of 77%.
During fiscal 2015, the Company recorded share-based compensation of $1,858,172 (2014 - $1,436,615).
A summary of stock options activities are as follows:
Number of
options
Outstanding at December 31, 2013
Granted
Outstanding at December 31, 2014
Granted
Expired
Forfeited
Outstanding at December 31, 2015
5,975,000
3,384,000
9,359,000
4,325,000
(1,505,000 )
(356,000 )
11,823,000
22
Weighted average
exercise price
$
0.94
0.78
0.88
0.71
0.67
1.16
0.84
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 9 - Share Capital and Reserves – (continued)
Stock Options (continued)
A summary of the stock options outstanding and exercisable at December 31, 2015 is as follows:
Exercise
Price
$
0.71*
1.27**
1.40
1.26
1.16
1.82
2.73
1.68
1.68
1.81
0.63
0.79
0.76
0.71
0.77
0.63*
0.73*
Number Outstanding and
Exercisable
700,000
400,000
150,000
155,000
715,000
150,000
25,000
50,000
20,000
150,000
600,000
2,129,000
1,669,000
125,000
1,060,000
75,000
3,650,000
11,823,000
Expiry Date
January 25, 2016
March 17, 2016
April 5, 2016
June 29, 2016
February 2, 2017
March 29, 2017
June 1, 2017
August 30, 2017
September 4, 2017
September 5, 2017
February 11, 2018
March 18, 2018
May 23, 2018
June 2, 2019
September 12, 2019
February 17, 2020
November 27, 2020
* Subsequent to December 31, 2015, 795,000 stock options were exercised (Note 16).
** Subsequent to December 31, 2015, 400,000 stock options expired unexercised.
The stock option reserve records items recognized as share-based compensation expense until such time that the stock options are
exercised, at which time the corresponding amount will be transferred to share capital. If vested options expire unexercised or are
forfeited, the amount recorded is transferred to deficit.
23
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 10 - Segmented Information
The Company has one operating segment, being the acquisition and exploration of exploration and evaluation assets. Geographic
information is as follows:
Canada
$
Reclamation bonds
Exploration and evaluation assets
As at December 31, 2015
US
$
916,382
74,682,974
75,599,356
As at December 31, 2014
US
$
654,637
6,232
1,584
67,312,235
6,232
67,968,456
Canada
$
Reclamation bonds
Property and equipment
Exploration and evaluation assets
Total
$
916,382
74,682,974
75,599,356
Total
$
654,637
7,816
67,312,235
67,974,688
NOTE 11 - Related Party Transactions
During the year ended December 31, 2015, the Company entered into the following transactions with related parties, not disclosed
elsewhere in these financial statements:
i.
As at December 31, 2015, $6,867 (December 31, 2014 - $63,060) was included in accounts payable and accrued liabilities
owing to companies controlled by directors and officers of the Company.
Summary of key management personnel compensation:
Key management personnel includes those persons having authority and responsibility for planning, directing, and controlling the
activities of the Company as a whole. The Company has determined that key management personnel consists of members of the
Company’s Board of Directors and corporate officers, including the Company’s Chief Executive Officer and Chief Financial Officer.
For the year ended December 31,
2015
2014
$
$
738,717
678,835
257,739
107,987
52,776
238,895
1,021,131
825,015
2,070,363
1,850,732
Management fees
Exploration and evaluation assets expenditures
Wages and salaries
Share-based compensation
24
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 12 - Capital Disclosure and Management
The Company considers its capital structure to include the components of shareholders’ equity. Management’s objective is to ensure that
there is sufficient capital to minimize liquidity risk and to continue as a going concern. As an exploration stage company, the Company is
currently unable to self-finance its operations.
Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no
assurance that the Company will be able to obtain adequate financing in the future, or that the terms of such financings will be favourable.
The Company’s share capital is not subject to any external restrictions and the Company did not change its approach to capital
management during the period.
NOTE 13 - Financial Instruments and Risk Management
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative
reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:



Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3 – Inputs that are not based on observable market data.
The Company’s financial instruments consist of cash and cash equivalents, receivables, reclamation bonds, accounts payable and accrued
liabilities, and note payable. The fair value of these financial instruments, other than cash and cash equivalents, approximates their
carrying values due to the short-term nature of these instruments. Cash and cash equivalents are measured at fair value using level 1 inputs.
The Company is exposed to a variety of financial risks by virtue of its activities including currency, credit, interest rate, liquidity and
commodity price risk.
a)
Currency risk
The Company conducts exploration and evaluation activities in the United States. As such, it is subject to risk due to fluctuations in
the exchange rates for the Canadian and US dollars. As at December 31, 2015, the Company had a net monetary asset position of
US$1,594,437. Each 1% change in the US dollar relative to the Canadian dollar will result in a foreign exchange gain/loss of
approximately $15,900.
b)
Credit risk
Credit risk is risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations.
The Company’s cash and cash equivalents is held in large Canadian financial institutions and is not exposed to significant credit risk.
c)
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Company is exposed to limited interest rate risk as it only holds cash and highly liquid short-term investments.
25
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 13 - Financial Instruments and Risk Management (continued)
d)
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its obligations as they come due. The Company’s ability to
continue as a going concern is dependent on management’s ability to raise the required capital through future equity or debt
issuances. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and
financing activities. Management and the Board of Directors are actively involved in the review, planning, and approval of significant
expenditures and commitments.
e)
Commodity price risk
The ability of the Company to explore and develop its exploration and evaluation assets and the future profitability of the Company
are directly related to the price of gold. The Company monitors gold prices to determine the appropriate course of action to be taken.
NOTE 14 - Commitments
a)
On January 1, 2015, the Company entered into a lease agreement for an office space in Vancouver, B.C. expiring on April 30, 2020
and incurring monthly rent payments from $5,367 in 2015 increasing to $6,134 in 2020.
Summary of commitment to office lease:
Vancouver Office
$
66,452
240,248
306,700
Payable not later than one year
Payable later than one year and not later than five years
Payable later than five years
Total
b)
The Company has four separate consulting agreements with consultants, officers, and directors of the Company to provide
management consulting and exploration services to the Company for an indefinite term. The agreements require total combined
payments of $59,750 per month. Included in each agreement is a provision for a two year payout in the event of termination without
cause and three year payout in the event of a change in control.
26
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 15 – Income Taxes
The reconciliation of the combined Canadian federal and provincial income tax rate to the income tax recovery presented in the
accompanying statements of comprehensive loss is provided below:
Years ended December 31,
2015
2014
$
$
Loss before income taxes
(6,288,479 )
Combined federal and provincial statutory income tax rate
(11,708,637 )
26.00 %
Expected income tax recovery at statutory tax rates
Impact of different statutory tax rates on earnings of subsidiaries
Non-deductible expenditures
Share issuance costs
Adjustment in prior years provision statutory tax returns and expiry of non-capital
losses
Change in unrecognized deductible temporary differences and others
Total
26.00 %
(1,635,000 )
(427,000 )
514,000
(572,000 )
(3,044,000 )
(843,000 )
383,000
(413,000 )
85,000
2,035,000
-
3,917,000
-
Significant components of deferred tax assets that have not been recognized are as follows:
As of December 31,
2015
2014
$
$
Share issuance costs
Non-capital losses
Capital assets
Exploration and evaluation assets
Total
849,000
9,185,000
23,000
11,968,000
22,025,000
641,000
6,667,000
18,000
2,729,000
10,055,000
Significant components of unrecognized deductible temporary differences and unused tax losses that have not been recognized on the
statements of financial position are as follows:
Share issuance costs
Non-capital losses
Canadian eligible capital
Capital assets
Exploration and evaluation assets
2015
$
3,264,000
29,417,000
1,000
83,000
36,259,000
As of December 31,
Expiry dates
2014
$
2016 to 2019
2,467,000
2016 to 2035
22,051,000
No Expiry
1,000
No Expiry
67,000
No Expiry
10,495,000
Expiry dates
2015 to 2018
2015 to 2034
No Expiry
No Expiry
No Expiry
Tax attributes are subject to review, and potential adjustment, by tax authorities.
27
GOLD STANDARD VENTURES CORP.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the year ended December 31, 2015
(Expressed in Canadian Dollars)
NOTE 16 – Subsequent Events
Subsequent to December 31, 2015, the Company:
a)
Completed two private placements totalling 29,931,931 common shares of the Company at a price of $1.00 per share for gross
proceeds totalling $29,931,931 of which finders’ fees of $1,335,597 were paid.
b)
Received $558,850 from the exercise of 795,000 options and $7,468,804 from the exercise of 7,468,804 warrants.
28
Management Discussion and Analysis
For the year ended
December 31, 2015
General
The purpose of this Management Discussion and Analysis (“ MD&A ”) is to explain management’s point of view regarding the past
performance and future outlook of Gold Standard Ventures Corp. (“ Gold Standard ”, “ GSV ” or the “ Company ”). This report also
provides information to improve the reader’s understanding of the financial statements and related notes as well as important trends and risks
affecting the Company’s financial performance, and should therefore be read in conjunction with the Company’s annual audited consolidated
financial statements and notes (the “ Financial Statements ”) and annual information form (the “ AIF ”) for the year ended December 31,
2015.
All information contained in this MD&A is current as of March 30, 2016 unless otherwise stated.
All financial information in this MD&A has been prepared in accordance with International Financial Reporting Standards (“ IFRS ”) and all
dollar amounts are expressed in Canadian dollars unless otherwise indicated.
Additional information on the Company is available on SEDAR at www.sedar.com and EDGAR at www.sec.gov
website, www.goldstandardv.com . The date of this MD&A is
March 30, 2016.
and at the Company’s
Forward Looking Statements
Certain sections of this MD&A may contain forward-looking statements and forward looking information.
All statements, other than statements of historical fact, made by the Company that address activities, events or developments that the Company
expects or anticipates will or may occur in the future are forward-looking statements or forward-looking information, including, but not limited
to, statements preceded by, followed by or that include words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”,
“projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of
those words or other similar or comparable words.
Forward-looking statements and forward-looking information contained or incorporated by reference in this MD&A may relate to the
Company’s future financial condition, results of operations, plans, objectives, performance or business developments including, among other
things, exploration and work programs, drilling plans and timing of drilling, plans for development and facilities construction and timing,
method of funding and completion thereof, the performance characteristics of the Company’s exploration and evaluation assets, drilling, results
of various projects of the Company, the existence of mineral resources or reserves and the timing of development thereof, projections of market
prices and costs, supply and demand for gold and other precious metals, expectations regarding the ability to raise capital and to acquire
resources and/or reserves through acquisitions and/or development, treatment under governmental regulatory regimes and tax laws, and capital
expenditure programs and the timing and method of financing thereof. Forward-looking statements and forward looking-information are
necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the date of such
statements and information, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The
estimates and assumptions of the Company contained or incorporated by reference in this MD&A, which may prove to be incorrect, include,
but are not limited to, the various estimates and assumptions set forth herein and in the AIF or as otherwise expressly incorporated herein by
reference as well as: (1) there being no significant disruptions affecting operations, whether due to labour disruptions, supply disruptions,
power disruptions, damage to equipment, adverse weather conditions or otherwise; (2) permitting, access, exploration, expansion and
acquisitions at our projects (including, without limitation, land acquisitions for and permitting of exploration plans) being consistent with the
Company’s current expectations; (3) the viability, permitting, access, exploration and development of the Railroad-Pinion Project including,
but not limited to, the establishment of resources being consistent with the Company’s current expectations; (4) political developments in the
United States and the State of Nevada including, without limitation, the implementation of new mining laws and related regulations being
consistent with the Company’s current expectations; (5) the exchange rate between the Canadian dollar and the U.S. dollar being
approximately consistent with current levels; (6) certain price assumptions for gold and silver; (7) prices for and
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -2-
availability of equipment, labor, natural gas, fuel oil, electricity, water and other key supplies remaining consistent with current levels; (8) the
results of the Company’s exploration programs on the Railroad-Pinion Project being consistent with the Company’s expectations; (9) labour
and materials costs increasing on a basis consistent with the Company’s current expectations; and (10) the availability and timing of additional
financing being consistent with the Company’s current expectations. Known and unknown factors could cause actual results to differ
materially from those projected in the forward-looking statements and forward-looking information. Such factors include, but are not limited
to: fluctuations in the currency markets; fluctuations in the spot and forward price of gold or certain other commodities (such as diesel fuel and
electricity); changes in national and local government legislation, taxation, controls, regulations and political or economic developments in
Canada, the United States, or other countries in which the Company may carry on business in the future; business opportunities that may be
presented to, or pursued by, us; our ability to successfully integrate acquisitions; operating or technical difficulties in connection with
exploration or development activities; employee relations; the speculative nature of gold exploration and development, including the risks of
obtaining necessary licenses and permits; competition for, among other things, capital, acquisitions of resources and/or reserves, undeveloped
lands and skilled personnel, incorrect assessments of the value of acquisitions, geological, technical, drilling and processing problems,
fluctuations in foreign exchange or interest rates and stock market volatility, changes in income tax laws or changes in tax laws and incentive
programs relating to the mineral resource industry; and contests over title to properties, particularly title to undeveloped properties. In addition,
there are risks and hazards associated with the business of gold exploration, development and mining, including environmental hazards,
industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion losses (and the risk of inadequate
insurance, or the inability to obtain insurance, to cover these risks). Many of these uncertainties and contingencies can affect the Company’s
actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements or
forward-looking information made by, or on behalf of, the Company. There can be no assurance that forward-looking statements and
forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such
statements and information. Forward-looking statements and forward-looking information are provided for the purpose of providing
information about management’s expectations and plans relating to the future. All of the forward-looking statements and forward-looking
information made or incorporated by reference in this MD&A are qualified by these cautionary statements and those made in our other filings
with applicable securities regulators in Canada including, but not limited to, the Financial Statements and AIF. These factors are not intended
to represent a complete list of the factors that could affect the Company and readers should not place undue reliance on forward-looking
statements or forward-looking information in this MD&A. The Company disclaims any intention or obligation to update or revise any
forward-looking statements and forward-looking information, whether as a result of new information, future events or otherwise, or to explain
any material difference between subsequent actual events and such forward-looking statements and forward-looking information, except to the
extent required by applicable law.
The forward looking statements and forward-looking information contained herein are based on information available as of March 30, 2016.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -3-
Cautionary Notes Regarding Resource Estimates
This MD&A includes references to the existence of Indicated and/or Inferred mineral resources at the Company’s Pinion and Dark Star
Deposits. The Company cautions that indicated and inferred mineral resources are not mineral reserves. Mineral resources which are not
mineral reserves do not have demonstrated economic viability. Although it is reasonably expected that the majority of the Inferred resources
could be upgraded to Indicated resources with continued exploration, readers are cautioned not to assume that all or any part of the Inferred
resources exist, or they can be mined legally or economically. There is no guarantee that any part of the mineral resources discussed herein
will be converted into a mineral reserve in the future.
All resource estimates reported by the Company were calculated in accordance with National Instrument 43-101 Standards of Disclosure for
Mineral Projects (“ NI 43-101 ”) and the Canadian Institute of Mining and Metallurgy Classification system. These standards differ
significantly from the requirements of the U.S. Securities and Exchange Commission (“ SEC ”) for descriptions of mineral properties in SEC
Industry Guide 7 under Regulation S-K of the U. S. Securities Act of 1933. In particular, under U. S. standards, mineral resources may not be
classified as a "reserve" unless the determination has been made that mineralization could be economically and legally produced or extracted at
the time the reserve determination is made. Accordingly, information in this MD&A containing descriptions of the Company's mineral
properties may not be comparable to similar information made public by US public reporting companies.
Overall Performance
Gold Standard is a Canadian-based company focused on the acquisition and exploration of district-scale and other gold-bearing mineral
resource properties exclusively in the State of Nevada, United States.
The Company's flagship property is the Railroad-Pinion project located in Elko County, Nevada (the “ Railroad-Pinion Project ”). The
Railroad-Pinion Project is an early to intermediate stage gold exploration project with a favorable structural, geological and stratigraphic setting
situated at the southeast end of the Carlin Trend of north-central Nevada. The Carlin Trend is a northwest alignment of sedimentary
rock-hosted gold deposits where more than 40 separate gold deposits have been delineated in domed geological complexes with past
production exceeding 80,000,000 ounces of gold. Each dome or “window” is cored by igneous intrusions that uplift and expose Paleozoic rocks
that are favorable for the formation of Carlin style gold deposits. The Railroad-Pinion Project is centered on the fourth and southern most
dome-shaped window on the Carlin Trend.
The Railroad-Pinion Project straddles the Pinon Range in the Railroad Mining District of northeastern Nevada and consists of a significant and
largely contiguous land position totaling about 30,404 gross acres (12,304 gross hectares) and 28,721 net acres (11,623 net hectares) of land in
Elko County, Nevada. As of December 31, 2015, Gold Standard owns or has an option on the ownership of a total of 16,439 gross acres (6,652
gross hectares) of subsurface mineral rights in the form of patented and unpatented mineral lodes (claims) and 13,965 gross acres (5,651 gross
hectares) of subsurface mineral rights secured or controlled by a contractual interest in private surface and mineral property in the form of
surface use agreements and mining/mineral lease agreements. Gold Standard holds an interest in the subsurface mineral rights for the private
lands that ranges from 49.2% to 100% for a total of 12,666 acres (5,126 hectares) including fee mineral and patented lode mineral claims. The
Company is pursuing the minority interest for a number of parcels where they hold less than a 100% interest.
Characterized by fragmented land ownership, the Company has focused on consolidating the Railroad District under its common ownership
and/or control since 2010. On March 5, 2014, the Company acquired the remaining percentage interests in certain strategic sections of land
located within the Railroad and Pinion districts, including Pinion Section 27 which hosts the bulk of the Pinion gold deposit (the “ Pinion
Deposit ”), from Scorpio Gold (US) Corporation thus completing the consolidation of the Railroad District and the “fourth window” of the
Carlin Trend under the Company's ownership and/or control. See " Railroad-Pinion Project - Pinion Deposit " below.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -4-
During the year ended December 31, 2015, the Company dropped its remaining interests in the Safford-CVN and East Bailey projects
(collectively the “ CVN Project ”) and East Camp Douglas project (the “ Camp Douglas Project ”) located in north central Nevada, both
early stage gold exploration projects, and terminated all underlying lease agreements due to poor market conditions in order to conserve cash
and focus exclusively on advancing the Railroad-Pinion Project. See " Exploration Activities - CVN and Camp Douglas Projects " below.
Exploration activities
Railroad-Pinion Project
On March 5, 2014, the Company acquired the remaining interests in the Pinion Deposit (the “ Pinion Acquisition ”) from Scorpio Gold (US)
Corporation, a wholly-owned subsidiary of Scorpio Gold Corporation (TSXV: SGN) (“ Scorpio ”), effectively completing the Company's
consolidation of the Railroad District and "fourth window" of the Carlin Trend under its ownership and/or control. The consolidation of the
Railroad-Pinion Project provides the Company with effective control, subject to underlying royalties, of a largely contiguous parcel of about
30,404 gross acres (12,304 gross hectares) and 28,721 net acres (11,623 net hectares) of land in Elko County, Nevada. See “ Overall
Performance ” above. See also Item 5.3 “GENERAL DEVELOPMENT OF THE BUSINESS - Significant Acquisitions and Dispositions ” of
the AIF for details of the purchase price and terms and conditions of Pinion Acquisition.
Work completed by the Company at the Railroad-Pinion Project between March and September, 2014 was focused on the Pinion Deposit and
included a compilation and validation program of the Pinion Deposit drill database followed by a 13 hole Phase 1 confirmation drill program
intended to support the ongoing geological modeling and database validation work in order to allow for an initial mineral resource estimate for
the Pinion Deposit. Based upon the compilation and modelling along with the Phase 1 drilling, a maiden NI 43-101 mineral resource estimate
was constructed for the Pinion Deposit by APEX Geoscience Ltd., of Edmonton, Alberta (“ APEX ”) in the fall of 2014 which included an
"indicated" mineral resource of 20.84 million tonnes at 0.63 g/t Au for a total of 423,000 ounces of gold and an additional "inferred" mineral
resource of 55.93 million tonnes at 0.57 g/t Au for 1.022 million ounces of gold. The estimate also included an “inferred” mineral resource for
silver consisting of 76.77 million tonnes at 3.82 g/t Ag for 9.43 million ounces of silver. See “ Railroad-Pinion Project – Pinion Deposit ”
below.
Between September and November, 2014, the Company completed a Phase 2 drill program consisting of an additional 44 reverse circulation (“
RC ”) holes totaling approximately 35,730 feet (10,891 m) in and about the Pinion Deposit at a cost of approximately US$1,340,088
(C$1,510,145) designed to extend areas of known shallow oxide gold mineralization along strike and at depth and to test new targets identified
by the 2014 Phase 1 program and a new 3D geologic model. All 44 holes intersected multilithic collapse breccia with 38 of 44 holes returning
significant gold intercepts of at least 0.3 parts per million (ppm) or grams per tonne (g/t) or 0.009 ounces per ton (oz/st) gold (Au) over at least
6.1 metres (20 ft).
The remainder of the 2014 drilling comprised 5 vertical RC holes totaling 6,220 feet (1,896 m) at the Bald Mountain target on the Railroad
portion of the Railroad-Pinion Project designed to expand the limits of known oxide copper-gold-silver-zinc mineralization hosted in
multi-lithic collapse breccia at the top of the Devils Gate Limestone. All five holes intersected the multi-lithic, dissolution collapse breccia host
and the plan extent of the breccia was expanded in all directions.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -5-
In December 2014, the Company entered into separate option-to-purchase agreements to acquire, in the aggregate, an additional 2,140 net acres
(866 net hectares) of land at the southern end of the Railroad-Pinion Project including effective ownership and control of two additional gold
occurrences in close proximity to the Pinion Deposit, being the Dark Star deposit (the “ Dark Star Deposit ”) and Dixie prospect.
A review of the historical Dark Star drilling information by Gold Standard in conjunction with APEX confirmed that the existing Dark Star
drilling data was of sufficient quality to warrant a formal resource estimation effort for the Dark Star Deposit. APEX was retained to complete
geological modeling and resource estimation and a maiden NI 43-101 compliant “inferred” resource estimate of 23.11 million tonnes grading
0.51 grams per tonne (g/t) gold (Au), totaling 375,000 ounces (oz) of gold, using a cut-off grade of 0.14 g/t Au, was completed based on the
results of 105 RC drill holes from multiple historical drilling campaigns conducted by other companies from 1991 to 1999.
During 2015, the Company completed multi-phase RC drill programs totaling 46,732 feet (14,244 m) at the Pinion and Dark Star Deposits
along with 5 core holes totaling 6,115 feet (1,864 m) at Dark Star and North Bullion.
Phase 1 drilling at Pinion and Dark Star during June and July, 2015, was designed to extend areas of known shallow oxide gold mineralization
along strike and at depth, and to test new targets identified by the 2014 program and involved 4,912 metres of RC drilling in 14 holes, of which
9 holes were completed at Pinion and 5 holes totaling 5,145 feet (1,568 m) were completed at Dark Star.
Phase 2 drilling at Pinion, completed between September and early December, 2015, was designed to test five oxide resource expansion targets
and totaled 19,900 feet (6,066 m) of RC drilling in 15 holes. All intercepts were contained within oxidized and altered multilithic, dissolution
collapse breccia, the principal Pinion Deposit host rock, and all intercepts were obtained outside of the boundaries of the 2014 maiden Pinion
resource.
The Phase 1 drilling at Dark Star yielded gold mineralization up to 100 metres to the north of historic drilling and the 2015 maiden Dark Star
resource. The Phase 2 drilling at Dark Star was completed during October through December, 2015 and comprised 7 RC holes for a total of
10,015 feet (3,053 m), plus 1 diamond (core) drill hole for 1,402 feet (427 m). The Phase 2 RC drilling program ` new oxide gold discovery in
Pennsylvanian calcareous and siliciclastic rocks approximately 500 meters north of the maiden Dark Star resource.
Based upon the results of drilling at Pinion during late 2014 and throughout 2015, APEX constructed a resource update for Pinion in early 2016
(see news release dated March 15, 2016) including an “indicated” mineral resource of 31.61 million tonnes at a grade of 0.62 g/t Au totaling
630,300 ounces of gold (representing an approximate 49% increase in gold versus the 2014 maiden Pinion resource) and a revised “inferred”
resource of 61.08 million tonnes at a grade of 0.55 g/t Au totaling 1,081,300 ounces of gold (representing an approximate 6% increase in gold
versus the 2014 maiden Pinion resource. The updated Pinion resource also included an “inferred” silver resource comprised of 92.69 million
tonnes at an average grade of 4.16 g/t Ag totaling 12,401,600 ounces of silver representing a nearly 32% increase in silver versus the 2014
maiden Pinion resource.
The 2015 drill program at North Bullion consisted of 4 holes (1,437 metres core and 214 metres RC) designed to test west-northwest and north
extensions of the lower breccia-hosted gold zone discovered by the Company in 2012. Two of three holes at North Bullion returned significant
intercepts that expand the known gold mineralization to the northwest and the fourth hole was lost before testing its intended target.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -6-
The Company incurred exploration expenditures for the Railroad-Pinion Project totalling $8,270,739 in 2015 compared to $6,105,832 in 2014.
Cumulative acquisition and deferred exploration expenses for the Railroad-Pinion Project as of December 31, 2015, totalled $74,682,974. See “
Results of Operations – Summary of Exploration Activities ” below.
In February 2016, the Company announced its plans for the 2016 exploration program at the Railroad-Pinion Project. The program is expected
to cost US$13.4 million and will include approximately 43,000 metres of reverse-circulation and core drilling in a total of 100 holes with the
majority of the drilling focused at the Dark Star and Pinion Deposits. See “ Railroad-Pinion Project – Recommended Exploration Program ”
below.
As of the date of this MD&A, the Railroad-Pinion Project is the Company's sole material property for the purposes of NI 43-101.
CVN and Camp Douglas Projects
In March 2014, the Company recorded a write down of $1,277,189 and $124,263 on the CVN and Camp Douglas projects, respectively, based
on an internal review of its non-core assets.
On May 29, 2014, the Company entered into a binding letter of intent (the “ LOI ”) to sell the CVN and Camp Douglas Projects to Tanqueray
Exploration Ltd., TSXV-TQY, (“ Tanqueray ”). However, due to difficult capital markets for early exploration prospects and Tanqueray's
inability to raise the necessary financing, the purchase price for the CVN and Camp Douglas Project was subsequently reduced resulting in a
further write-down of the CVN and Camp Douglas Projects during the quarter ended December 31, 2014 by $2,041,714 and $2,545,083,
respectively. See “ Summary of Quarterly Results ” below.
In May 2015, the Company and Tanqueray mutually agreed to terminate the LOI due to poor market conditions and the Company subsequently
terminated all underlying lease agreements related to the CVN and Camp Douglas Projects in order to converse cash. As a result, the Company
wrote off its remaining interests in the CVN and Camp Douglas Projects for the quarter ended March 31, 2015 in the amounts of $370,019 and
$533,063, respectively.
Corporate activities
In March 2014, the Company completed a marketed private placement of 15,188,495 units (the " Units ") at a price of $0.72 per Unit for net
proceeds of $10,163,460 after paying aggregate cash commissions and finder's fees of $772,256 (the “ 2014 Private Placement ”). Each Unit
consisted of one common share of the Company and one-half (1/2) of one common share purchase warrant. Each whole warrant entitles its
holder to subscribe for one common share of the Company at a price of $1.00 on or before March 4, 2016.
Between February and early March, 2016, 7,468,804 warrants were exercised at a price of $1.00 per share for gross proceeds of
$7,468,804. See “ Liquidity, Financial Position and Capital Resources ” below.
In March 2014, the Company also granted 2,179,000 stock options exercisable at $0.79 per share for a period of four years to directors,
executive officers, employees and consultants of the Company.
In June 2014, the Company granted 125,000 stock options exercisable at $0.71 per share for a period of five years to an employee of the
Company.
In August 2014, the Company completed an underwritten public offering of 9,850,000 common shares at US$0.64 (equivalent to $0.6991) per
share for proceeds of $6,068,455 net of cash commissions and expenses of $817,972 (the “ 2014 Public Offering ”). The net proceeds were
used to rectify the Company's working capital deficiency, maintain the Company's property interests in good standing, fund additional
exploration of the Railroad-Pinion Project and for general corporate and working capital purposes. See “Use of Proceeds from 2014 Private
Placement, 2014 Public Offering, 2015 Public Offering, 2015 Private Placement and 2016 Private Placement” below.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -7-
In September 2014, the Company granted 1,080,000 stock options exercisable at $0.77 per share for a period of five years to directors,
executive officers, employees and consultants of the Company.
In October 2014, the Company issued 194,765 common shares at a value of $0.69 per share to settle the balance of a transition payment due to
David Mathewson, a former director and former Vice-President, Exploration of the Company.
In early February 2015, the Company completed an underwritten public offering of 19,032,000 common shares at a price of US$0.47
(equivalent to $0.5854) per share for proceeds of $9,854,637 net of cash commissions and expenses of $1,287,305 (the “ 2015 Public Offering
”). The net proceeds were used to fund the balance of the purchase price due to Scorpio under the Pinion Acquisition, fund additional
exploration of the Company's Railroad-Pinion Project, satisfy the Company’s then working capital deficiency and pay for general corporate and
working capital expenditures. See “ Liquidity, Financial Position and Capital Resources ” and “ Use of Proceeds from 2014 Private
Placement, 2014 Public Offering, 2015 Public Offering, 2015 Private Placement and 2016 Private Placement ” below.
In February 2015, the Company appointed Ivan Bebek as Special Advisor to the Company. Mr. Bebek is a mining entrepreneur with a history
of successfully financing, advancing, and monetizing exploration assets.
In February 2015, the Company also granted 600,000 stock options exercisable at $0.63 per share for a period of three years and 75,000 stock
options exercisable at $0.63 per share for a period of five years. The Company also cancelled 356,000 stock options with a weighted average
exercise price of $1.16 per share expiring from April 5, 2016 to September 12, 2019.
In May 2015, the Company completed a private placement with a wholly-owned subsidiary of OceanaGold Corporation
(TSX/ASX/NZX:OGC) (" OceanaGold ") pursuant to which the Company sold a total of 24,997,661 common shares at $0.65 per share to
OceanaGold for proceeds of $15,335,280 net of cash commissions and expenses of $913,199 (the “ 2015 Private Placement ”). The net
proceeds from the 2015 Private Placement are being used to further advance the Company’s Railroad-Pinion project and for general corporate
and working capital purposes.
It is a term of OceanaGold’s subscription agreement that as long as OceanaGold beneficially owns not less than 9.9% of the issued and
outstanding common shares of the Company, OceanaGold will be entitled to the following rights:

the right to request the formation of a technical committee of the Company consisting of at least four members with the appointment
of one representative by OceanaGold;

the participate in any future equity financings of the Company in order to (i) maintain its then equity ownership interest in the
Company; and/or (ii) increase its equity ownership interest to a maximum of 19.9% of the then issued and outstanding common
shares of the Company (the “ Oceana Participation Right ”); and
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -8-

a right of first refusal to match any third party offers regarding a tolling arrangement or a non-equity financing for the purpose of
funding the future exploration and development of any assets of the Company.
In turn, OceanaGold has agreed to abstain from voting its common shares of the Company for a period of 18 months after closing, subject to
OceanaGold's right, in its sole discretion, to vote any or all of its shares from time to time in accordance with the recommendations of the
Company's Board or management. As a result of and immediately following the 2015 Private Placement OceanaGold beneficially owned
approximately 14.9% of the then issued and outstanding shares of the Company.
In July 2015, 1,305,000 stock options with an exercise price of $0.65 expired unexercised.
In October 2015, 200,000 stock options with an exercise price of $0.82 expired unexercised.
In November 2015, the Company granted 3,650,000 stock options exercisable at $0.73 per share for a period of five years to directors,
executive officers, employees and consultants of the Company.
As at December 31, 2015, the Company had a cash and cash equivalents position of $10,121,153 and working capital of $9,099,363. See also “
Liquidity, Financial Position and Capital Resources ”.
On February 9 and 12, 2016, the Company completed a private placement of 29,931,931 Common Shares at a price of $1.00 per share (the “
2016 Private Placement ”) for proceeds of $28,596,334 net of finders’ fees of $1,335,597 with Goldcorp Inc. (TSX/NYSE:G) (“ Goldcorp ”)
and OceanaGold. Goldcorp purchased a total of 16,100,000 Common Shares for an aggregate purchase price of $16,100,000 and OceanaGold
exercised its Oceana Participation Right to increase its equity ownership interest to 19.9% by purchasing an additional 13,831,931 Common
Shares for a total of $13,831,931.
It is a term of Goldcorp’s subscription agreement that as long as Goldcorp owns not less than 7.5% of the issued and outstanding Common
Shares of the Company Goldcorp shall be entitled to:

receive monthly exploration reports updating the status of the Company’s work programs on its mineral properties including
reasonable access to the Company’s scientific and technical data, work plans and programs, and technical personnel from time to
time; and

participate in any future equity financings of the Company in order to:
(i)
maintain its then equity ownership interest in the Company; and/or
(ii)
increase its equity ownership interest to a maximum of 19.9% of the then issued and outstanding common shares of the
Company, provided that the purchase price per common share under such equity financing (a “ Subsequent Financing ”)
shall be equal to the volume weighted average price of the common shares on the TSX Venture Exchange (“ TSXV ”) for
the 20 trading days immediately preceding the date of the Company’s public announcement of such financing plus 4%.
Goldcorp is subject to standstill restrictions prohibiting Goldcorp, subject to certain terminating events, from making a takeover bid or tender
offer or entering into any agreement, arrangement or understanding or submitting a proposal for, or offer of (with or without conditions) any
business combination or extraordinary transaction involving the Company or any affiliate of the Company or any of their respective securities
or assets for a period of one year from the closing of the 2016 Private Placement or, in the event of a Subsequent Financing, one year from the
closing of the Subsequent Financing.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -9-
In addition, for so long as Goldcorp beneficially owns not less than 7.5% of the issued and outstanding common shares of the Company (on an
undiluted basis), Goldcorp must give the Company prior written notice of its intention to sell more than one (1%) percent of the Company’s
then issued and outstanding common shares in any 30 day period and, upon receipt of such notice, the Company shall have five business days
to purchase or designate the purchasers of all or any part of such shares, failing which Goldcorp may thereafter sell any remaining shares for an
additional 30 days. OceanaGold agreed to a similar restriction with respect to any sales of its common shares of the Company exceeding more
than one (1%) percent of the Company’s then issued and outstanding common shares in any 30 day period in conjunction with its exercise of
the Oceana Participation Right under the 2016 Private Placement.
As a result of and immediately following the 2016 Private Placement, Goldcorp and OceanaGold beneficially owned approximately 8.14% and
19.9%, respectively, of the then issued and outstanding shares of the Company.
The net proceeds of the 2016 Private Placement will be used to further advance the Company’s Railroad-Pinion project and for general
corporate and working capital purposes. See “ Liquidity, Financial Position and Capital Resources ” and “ Use of Proceeds from 2014 Private
Placement, 2014 Public Offering, 2015 Public Offering, 2015 Private Placement and 2016 Private Placement ” below.
Subsequent to December 31, 2015, the Company also received $558,850 from the exercise of 795,000 stock options at prices between $0.63
and $0.73 per share and $7,468,804 from the exercise of 7,468,804 warrants at a price of $1.00 per share. See “ Liquidity, Financial Position
and Capital Resources below ”. An additional 400,000 stock options and 125,444 warrants expired unexercised.
Selected Annual Information
All financial information in this MD&A has been prepared in accordance with IFRS.
The following financial data is derived from the Company’s annual audited consolidated financial statements for the years ended December 31,
2015, 2014 and 2013:
2015
$
Revenues (interest income)
General and administrative expenses
Loss and comprehensive loss
Basic and diluted loss per common share
Working capital (deficit)
Exploration and evaluation assets
Total assets
Total liabilities
29,969
(5,415,366)
(6,288,479)
(0.04)
9,099,363
74,682,974
85,876,373
1,177,654
2014
$
434
(5,731,071)
(11,708,637)
(0.10)
(4,035,579)
67,312,235
68,675,954
4,736,845
2013
$
38,832
(4,263,602)
(4,357,959)
(0.05)
(545,278)
53,089,035
54,971,286
1,933,958
All of the Company’s projects are at the exploration stage and, to date, the Company has not generated any revenues other than interest income.
Results of Operations
As an exploration company, the Company has yet to generate any revenue from its planned operations and has, to date, incurred annual net
losses from operating and administrative expenses.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -10-
Operating and Administrative Expenses
The Company’s operating and administrative expenses for the year ended December 31, 2015 totalled $5,415,366 (December 31, 2014:
$5,731,071), including share-based compensation issued during the period, valued at $1,858,172 (December 31, 2014: $1,436,615) calculated
using the Black Scholes option pricing model. Comparatively, the major expenses for the period ended December 31, 2015 were management
fees of $738,717 (December 31, 2014 - $678,835), professional fees of $300,481 (December 31, 2014 - $525,813), office expenses of $237,084
(December 31, 2014 - $238,340), consulting fees of $579,343 (December 31, 2014 - $934,498), investor relations of $408,151 (December 31,
2014 - $231,606), regulatory and shareholder services of $131,744 (December 31, 2014 - $193,814) and travel and related costs of $741,618
(December 31, 2014 - $639,322).
The table below details the changes in major expenditures for the year ended December 31, 2015 as compared to the corresponding year ended
December 31, 2014.
Expenses
Consulting fees
Professional fees
Travel and related expense
Share-based compensation
Wages and Salaries
Increase / Decrease in Expenses
Explanation for Change
Decrease of $355,155
Decreased as the Company incurred significantly lower consulting fees in
2015 to assist with developing marketing and financial strategies in
Europe.
Decrease of $225,332
Decreased as fewer activities compared to 2014 which included, inter alia,
the Pinion Acquisition, 2014 Public Offering and related offering
documents, and numerous mineral lease amendments in Nevada.
Increase of $102,296
Increased as more travel related to meetings to increase market awareness
abroad and more travel for site visits.
Increase of $421,557
4,325,000 stock options granted during fiscal 2015 compared to 3,384,000
stock options granted in fiscal 2014.
Decrease of $328,212
There was a one-time transition payment paid to David Mathewson during
2014.
The table below details the changes in major expenditures for the year ended December 31, 2014 as compared to the corresponding year ended
December 31, 2013.
Expenses
Increase / Decrease in Expenses
Consulting fees
Increase of $368,544
Professional fees
Increase of $157,645
Explanation for Change
Commencing in the fourth quarter of 2013 and during 2014, the Company
hired consultants to assist with developing marketing and financial
strategies in Europe. The 2013 amount represents only the fourth quarter of
such consulting fees.
Increased due to more activities with respect to the Pinion Acquisition,
2014 Private Placement and 2014 Public Offering, and mineral lease
amendments in Nevada.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -11-
Expenses
Increase / Decrease in Expenses
Regulatory and shareholder Increase of $75,892
services
Travel and related expense Increase of $261,365
Share-based compensation
Increase of $242,559
Explanation for Change
Increased due to filing fees associated with the Pinion Acquisition, 2014
Private Placement and 2014 Public Offering.
Increased level of travel for site visits, European marketing efforts, the
Pinion Acquisition, and 2014 Private Placement and 2014 Public Offering.
More stock options granted during 2014.
Summary of Quarterly Results
The following selected quarterly consolidated financial information is derived from the financial statements of the Company.
Three months ended
Interest income
Loss and comprehensive loss
Loss per share-basic and diluted
Three months ended
Interest income
Loss and comprehensive loss
Loss per share-basic and diluted
4 th Quarter
Dec 31, 2015
$
14,639
(2,580,792)
(0.02)
4 th Quarter
Dec 31, 2014
$
75
(5,831,551)
(0.05)
3 rd Quarter
Sep 30, 2015
$
10,538
(685,975)
(0.00)
3 rd Quarter
Sep 30, 2014
$
41
(1,383,114)
(0.01)
2 nd Quarter
Jun 30, 2015
$
4,501
(1,030,785)
(0.01)
2 nd Quarter
Jun 30, 2014
$
(1,184,689)
(0.01)
1 st Quarter
Mar 31, 2015
$
291
(1,990,927)
(0.01)
1 st Quarter
Mar 31, 2014
$
318
(3,309,283)
(0.03)
Variances quarter over quarter can be explained as follows:

In the quarters ended March 31, 2014, June 30, 2014, September 30, 2014, March 31, 2015, and December 31, 2015 stock options
were granted to various parties. These grants resulted in share-based compensation expenses of $888,226, $56,842, $491,547,
$237,671, and $1,620,501, respectively, contributing to significantly higher losses in these quarters compared to quarters in which no
stock options were granted.

In the quarters ended March 31, 2014, June 30, 2014, September 30, 2014, December 31, 2014, and December 31, 2015, the
Company increased its consulting fees significantly due to the Company engaging various firms to assist with developing marketing
and financial strategies in Europe in an effort to access European capital markets.

In the quarter ended March 31, 2014, the Company recorded a write down of exploration and evaluation assets of $1,277,189 and
$124,263 to the CVN and Camp Douglas Projects, respectively.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -12-

In the quarter ended December 31, 2014, the Company recorded a further write down of exploration and evaluation assets of
$2,041,714 and $2,545,083 to the CVN and Camp Douglas Projects, respectively.

In the quarter ended March 31, 2015, the Company wrote off its remaining interests in the CVN and Camp Douglas Projects by
$370,019 and $533,063, respectively.

Generally speaking, the Company’s general and administrative expenses are not subject to increases or decreases due to seasonality.
However, given the general weather conditions and exploration season in North Central Nevada, the Company’s exploration and
evaluation assets expenditures tend to be greater from April to December than in the rest of the year.
Fourth Quarter
The operating and administrative expenses for the quarter ended December 31, 2015 totalled $2,595,431. The major expenses for the quarter
ended December 31, 2015 were management fees of $230,692, professional fees of $34,521, office expenses of $72,042, consulting fees of
$207,443, travel and related expenses of $194,969, regulatory and shareholder service of $22,613, share-based compensation of $1,620,501 and
wages and salaries of $94,984.
Net loss in the three months ended December 31, 2015 was $2,580,792 compared to a net loss of $5,831,551 in the comparative period ended
December 31, 2014. The significantly lower net loss experienced in the current period is largely the result of the write down of the CVN and
Camp Douglas projects (see “ Summary of Quarterly Results ” above) and the transition payment made to David Mathewson, the Company’s
former Vice-President, Exploration, in fiscal 2014, and lower operating expenses such as consulting and professional fees in 2015. This
decrease in expenses was partially offset by the higher share-based compensation for the three months ended December 31, 2015.
The Company incurred a total of $4,304,461 in deferred exploration expenses on its Railroad-Pinion Project during the fourth quarter. See “
Railroad-Pinion Project ” below.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -13-
Summary of Exploration Activities
During the year ended December 31, 2015, the Company incurred $8,273,821 in acquisition, and deferred exploration and development costs
compared to $20,211,449 (of which $12,805,000 was incurred pursuant to the Pinion Acquisition) for the corresponding year ended December
31, 2014. See “ Railroad-Pinion Project ” below for a description of the exploration programs carried out by the Company at its
Railroad-Pinion Project during 2014 and 2015.
The following is a breakdown of the material components of the Company’s acquisition, and deferred exploration and development costs, on a
property by property basis, for the years ended December 31, 2015 and 2014:
Railroad-Pinion
$
Year Ended December 31, 2015
Exploration expenses
Claim maintenance fees
Consulting
Data analysis
Drilling
Geological
Lease payments
Metallurgy
Permits
Sampling and processing
Site development
Supplies
Travel
Write down of exploration and evaluation assets
Year Ended December 31, 2014
Property acquisition costs
Exploration expenses
Claim maintenance fees
Consulting
Data Analysis
Drilling
Equipment
Geological
Lease payments
Sampling and processing
Site development
Supplies
Travel
Write down of exploration and evaluation assets
Crescent
Valley
$
Camp Douglas
$
Total
$
207,074
1,402,848
130,425
3,481,520
482,432
855,720
209,701
7,884
483,110
439,331
511,610
59,084
8,270,739
-
3,082
3,082
(370,019 )
(533,063 )
207,074
1,402,848
130,425
3,481,520
482,432
858,802
209,701
7,884
483,110
439,331
511,610
59,084
8,273,821
(903,082 )
8,270,739
(366,937 )
(533,063 )
7,370,739
13,542,500
159,483
1,111,410
147,524
2,018,296
4,150
385,313
818,920
799,251
321,993
260,037
79,455
19,648,332
19,648,332
Gold Standard Ventures Corp. – Management Discussion and Analysis
145,227
10,752
42,248
202,298
440
425
401,390
(3,318,903 )
(2,917,513 )
52,763
10,254
22,481
76,229
161,727
(2,669,346 )
(2,507,619 )
13,542,500
357,473
1,132,416
147,524
2,018,296
4,150
450,042
1,097,447
799,691
321,993
260,462
79,455
20,211,449
(5,988,249 )
14,223,200
Page -14-
The total cumulative acquisition and deferred exploration costs to December 31, 2015 are summarized as follows:
Property acquisition and staking costs
Exploration expenses
Assessment/claim fees
Consulting
Data analysis/geological
Drilling/site development
Lease payments
Legal fees for property
acquisition
Metallurgy
Permit
Sampling and processing
Travel
Write down of exploration and evaluation assets
Cumulative deferred exploration costs at
December 31, 2015
Railroad-Pinion
$
17,358,595
Crescent
Valley
$
505,657
Camp Douglas
$
-
Total
$
17,864,252
772,773
5,400,716
1,635,709
41,833,638
4,044,948
633,409
260,988
87,749
1,185,803
946,791
226,195
196,082
226,189
2,108,589
289,737
1,632,377
5,857,786
1,949,647
45,128,030
5,281,476
10,412
209,701
7,884
2,973,536
435,062
-
15,094
182,603
4,017
(3,822,111 )
17,910
119,773
17,935
(3,202,410 )
43,416
209,701
7,884
3,275,912
457,014
(7,024,521 )
74,682,974
-
-
74,682,974
In response to very difficult capital markets for exploration projects, management continues to take a conservative approach to designing and
carrying out its exploration activities based on the actual timing and net proceeds raised from its financing efforts. During 2015, the Company
focused primarily on assessing the 2014 drilling data from the Pinion Deposit, initiating a geologic evaluation of the historic drill hole and
digital data for the Dark Star Deposit, and completing the 2015 Phase 1 and Phase 2 drill programs on the Pinion, Dark Star and North Bullion
Deposits resulting in total exploration expenditures for the Railroad-Pinion Project of $8,270,739 compared to $6,105,832 during the
corresponding year ended December 31, 2014. The Company also dropped and wrote off its remaining interests in the CVN and Camp Douglas
Projects to converse cash and focus its efforts and resources solely on the Railroad-Pinion Project.
As a result of the Company’s recently completed 2016 Private Placement and exercise of warrants (see “ Overall Performance – Corporate
Activities ” and “ Liquidity, Financial Position and Capital Resources ”), the Company has increased its exploration budget for the current
fiscal year ending December 31, 2016 to US$13,400,000. See “ Railroad-Pinion Project – Recommended Exploration Program ” below for
details of the Company’s planned 2016 work program for the Railroad-Pinion Project.
Railroad-Pinion Project
The Railroad-Pinion Project is located within the northern Pinon Range approximately 30 miles southwest of Elko, Nevada. The project is
situated at the southeast end of the Carlin Gold Trend adjacent to, and south of Newmont’s Rain mining district. The Carlin Trend is a
northwest alignment of sedimentary rock-hosted gold deposits in northeastern Nevada where more than 40 separate gold deposits have been
delineated in domed geological complexes with past production exceeding 80 million ounces of gold.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -15-
Since 2010, the Company has carried out an aggressive and on-going, geologic model-driven exploration program at the Railroad-Pinion
Project which has confirmed and expanded previously identified zones of mineralization and resulted in the discovery of several new zones and
styles of mineralization. Currently, the Railroad-Pinion Project includes a variety of mineralization types: 1) classic Carlin-style disseminated
gold in carbonate dissolution collapse breccia at North Bullion and Pinion deposits; 2) classic Carlin-style disseminated gold in silicified
Pennsylvanian siliciclastic and carbonate rocks at Dark Star Deposit; 3) stacked, tabular oxide gold and copper zones in quartz hornfels breccia
at Bald Mountain Target; and 4) skarn-hosted silver, copper, lead and zinc mineralization at Sylvania (formerly Central Bullion) Target.
To date, sixteen target areas have been identified by the Company on the Railroad-Pinion Project for additional exploration. The targets are
focused on gold, but some of them also include silver, copper, lead and zinc. Nine of these target areas have been drilled by Gold
Standard. Although Gold Standard has drilled and conducted extensive work in these areas, and historic work has been done in others,
sampling and drilling of sufficient density to determine the distribution and continuity of gold mineralization at most of the targets at the
Railroad-Pinion Project is not yet sufficient to establish a mineral resource or reserve, with the exception of the Pinion and Dark Star Deposits
and perhaps the North Bullion deposit.
During the first 8 months of 2014, the Company’s primary focus for the Railroad-Pinion Project was the completion of a compilation and
validation program of the Pinion Deposit drill database followed by a Phase 1 confirmation drill program leading up to a NI 43-101 compliant
resource estimate for the Pinion Deposit. Phase 1 consisted of 13 vertical drill holes designed to confirm and verify historic drill results in the
Pinion North and Main Zones, test the predictability of Gold Standard's new geological model, expand the limits of known mineralization, and
collect material for density and metallurgical testing in advance of an initial NI-43-101 resource estimation.
Although limited in nature, the Phase 1 drill program enabled APEX to delineate a maiden NI 43-101 compliant resource estimate for the
Pinion Deposit of 20.84 million tonnes grading 0.63 grams per tonne (g/t) gold (Au), totaling 423,000 ounces of gold (indicated), and 55.93
million tonnes grading 0.57 g Au/t, totaling 1,022,000 ounces of gold (inferred), using a cut-off grade of 0.14 g Au/t. See "Pinion Deposit"
below.
Subsequent to the maiden Pinion resource estimate, Gold Standard completed an additional 41,950 feet (12,786 m) of RC drilling in 49 holes
during September to November, 2014. The bulk of this drilling comprised a Phase 2 drilling program at the Pinion Deposit that totaled 35,730
feet (10,891 m) of RC drilling in 44 holes. The remainder of the 2014 drilling comprised 5 holes totaling 6,220 feet (1,896 m) at the Bald
Mountain target on the Railroad portion of the Railroad-Pinion Project. See "Bald Mountain Target" below.
During the first six months of 2015, the Company continued with its 2015 Phase 1 exploration program for the Railroad-Pinion Project. The
US$1.2 million program included 16,115 feet (4,913 m) of RC drilling at the oxide gold Pinion and Dark Deposits, and was designed to expand
known resources and test new high value targets. See “ Pinion Deposit ” and “ Dark Star Deposit ” below. This program was funded out of the
net proceeds from the 2015 Public Offering and 2015 Private Placement.
During the third quarter of 2015, the Company was focused on the 2015 Phase 2 drill program at the Pinion and Dark Star Deposits, including
approximately 2,242 meters of RC drilling in the Pinion Deposit and 1,181 meters of RC drilling in the Dark Star target. The Company also
reported metallurgical results from the first comprehensive work designed to determine the metallurgical characteristics at the oxide gold
Pinion Deposit. Cyanide soluble recoveries averaged 82.4% in oxidized multilithic dissolution collapse breccia, the main gold host at Pinion,
indicating that this material is potentially amenable to heap leach processing. The cyanide solubility analyses were one-hour shake tests
performed on 1,299 drill sample pulps from 59 drill holes, using ALS Minerals Au-AA13 method. Results will be used in the 2016
Railroad-Pinion Report, and to refine upcoming bottle roll testing.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -16-
During the fourth quarter of 2015, the Company completed an additional 24,239 feet (7,390 m) of RC and core drilling in 19 holes. The bulk
of this drilling comprised a Phase 2 drilling program at the Pinion Deposit that totaled 12,545 feet (3,825 m) of RC drilling in 10 holes. The
remainder of the 2015 Phase 2 drilling comprised 5 holes totaling 7,542 feet (2,299 m) that were completed at the Dark Star deposit and 4 holes
totaling 4,152 feet (1,266 m) at the North Bullion deposit.
Pinion Deposit
The Company's recent consolidation of a 100% interest, subject to underlying royalties, in the Pinion Deposit and large portions of the
surrounding area represents an important near surface exploration target. The Carlin Trend has four windows where gold-bearing stratigraphy
comes close enough to surface to make exploration and production economically feasible. The combined Railroad-Pinion Project represents the
last of these windows in the Carlin Trend to be explored and potentially developed.
Historic and Gold Standard exploration, including extensive drilling by Gold Standard and previous owners/operators at the Pinion Deposit,
has demonstrated the presence of Carlin-style gold mineralization similar in setting and style to that of other deposits in the area including
North Bullion, Rain and Emigrant. Mineralization at Pinion occurs mainly as finely disseminated gold in largely stratiform zones of variably
silicified dissolution, collapse breccia developed along the contact between the Mississippian Tripon Pass Formation silty micrite and Devils
Gate Formation calcarenite. The close proximity of other gold deposits in the area of the Pinion Deposit is not necessarily indicative of the
gold mineralization in the Pinion Deposit.
During 2014, based on a thorough review and validation of the existing historic drill hole database combined with the 2014 Phase 1 drilling,
APEX delineated a maiden NI 43-101 compliant mineral resource estimate for the Pinion Deposit (the “ 2014 Maiden Pinion Resource ”)
consisting of an "indicated" mineral resource of 20.84 million tonnes grading 0.63 grams per tonne (g/t) gold (Au), totaling 423,000 ounces of
gold, and an "inferred" mineral resource of 55.93 million tonnes grading 0.57 g Au/t, totaling 1,022,000 ounces of gold, using a cut-off grade of
0.14 g Au/t and constrained within a US$1,250/ounce of gold pit shell. See “ Cautionary Notes Regarding Reserve and Resource Estimates ”
above.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -17-
The 2014 Pinion NI 43-101 Mineral Resource Estimates for Gold at Various Gold Cut-off Grades is set out below.
Classification *
Au Cut-off (grams per
tonne)
Tonnage (million metric
tonnes)
Au Grade (grams per
tonne)
Contained Au ***
(troy ounces)
Indicated
0.1
0.14 **
20.85
20.84
0.63
0.63
423,000
423,000
0.2
20.73
0.63
422,000
0.3
19.70
0.65
414,000
0.4
17.42
0.69
388,000
0.5
14.07
0.75
339,000
0.6
10.12
0.83
269,000
0.7
6.72
0.92
198,000
0.8
4.29
1.01
140,000
0.9
2.65
1.12
95,000
1.0
0.1
0.14 **
1.59
56.82
55.93
1.23
0.56
0.57
63,000
1,026,000
1,022,000
0.2
53.91
0.58
1,011,000
0.3
45.66
0.64
943,000
0.4
35.08
0.73
824,000
0.5
26.17
0.83
695,000
0.6
19.38
0.92
576,000
0.7
14.48
1.02
474,000
0.8
10.55
1.12
379,000
0.9
7.09
1.25
285,000
1.0
4.66
1.41
211,000
Inferred
* Indicated and Inferred Mineral Resources are not Mineral Reserves. Mineral resources which are not mineral reserves do not have
demonstrated economic viability. There has been insufficient exploration to define the inferred resources as an indicated or measured mineral
resource, however, it is reasonably expected that the majority of the Inferred Mineral Resources could be upgraded to Indicated Mineral
Resources with continued exploration. There is no guarantee that any part of the mineral resources discussed herein will be converted into a
mineral reserve in the future.
** The recommended reported resources are highlighted in bold and have been constrained within a US$1,250/ounce of gold and
US$21.50/ounce of silver optimized pit shell.
*** The ‘Contained Ounces’ have been rounded to the nearest 1,000 ounces.
Further details regarding the maiden resource estimate for the Pinion Deposit are contained in the NI 43-101 compliant resource report of
APEX dated October 24, 2014 entitled “ Technical Report Maiden Resource Estimate Pinion Project, Elko County, Nevada USA ”, a copy of
which is available for review under the Company's profile on SEDAR at www.sedar.com.
Subsequent to the maiden Pinion resource estimate, Gold Standard completed a Phase 2 drill program at Pinion consisting of an additional
35,730 feet (10,891 m) of RC drilling in 44 holes during September to November, 2014. The Phase 2 drill program was designed to extend
areas of known shallow oxide gold mineralization along strike and at depth, and to test new targets identified by the Phase 1 program and a new
3D geological model. The cost of the Phase 2 drill program was approximately US$2,189,789.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -18-
Gold mineralization at Pinion is very continuous and widespread within a highly permeable, silicified, and oxidized collapse breccia which is
favorably sandwiched between relatively impermeable silty micrite of the overlying Mississippian Tripon Pass Formation and thick-bedded
calcarenite of the underlying Devonian Devils Gate Limestone. The main target areas tested during the Phase 2 drilling program at the Pinion
Deposit area included areas to the southeast, south, west, northwest and north of the existing resource. Some infill drilling was completed in the
south-central portion of the Main Zone in order to extend the gold zone in gaps where prior historic drilling was not completed to the currently
modelled depth of the gold zone or where mineralization was complicated by faults. All 44 holes drilled in the Phase 2 program at Pinion
intersected multilithic collapse breccia with 38 of the 44 holes returning significant gold intercepts of at least 0.3 parts per million (ppm) or
grams per tonne (g/t) or 0.009 ounces per ton (oz/st) gold (Au) over at least 6.1 metres (20 feet).
A more detailed discussion of, among other things, the results of the Company's 2014 Phase 2 drill program on the Pinion Project is contained
in the NI 43-101 technical report on the Railroad-Pinion Project entitled “ Technical Report on the Railroad-Pinion Project Elko County,
Nevada USA ” dated March 30, 2016 (the “ 2016 Railroad-Pinion Report ”) prepared by Michael B. Dufresne, M.Sc., P. Geol. of APEX and
Steven R. Koehler, B.Sc., QP, CPG#10216, the Company’s Manager of Projects. A copy of the 2016 Railroad-Pinion Report is available for
review under the Company’s profile on SEDAR at www.sedar.com. See also Item 7 "MATERIAL MINERAL PROJECT - Railroad-Pinion
Project, Elko County, Nevada " in the AIF.
In April 2015, the Company commenced its 2015 Phase 1 exploration program for Pinion. The Company completed approximately 10,827 feet
(3,300 m) of RC drilling on targets at Pinion identified by geological mapping, gravity and the 2014 soil grid. These targets are northwest and
southeast of the Pinion resource along the strike extensions of the Main Zone and South faults. See also “Dark Star Deposit” below for a
description of the Company’s 2015 Phase 1 exploration program at the Dark Star Deposit.
On July 28, 2015, the Company announced assay results of 14 RC holes from the 2015 Phase 1 drilling programs for Pinion and Dark Star.
Eight of nine Pinion holes and all five Dark Star holes returned significant intercepts with gold values above the cut-off grade of 0.14 g Au/t
established by APEX for the 2014 Maiden Pinion Resource.
During the third quarter of 2015, bottle roll test work was initiated on 107 representative composites from 48 drill holes distributed throughout
the Pinion Deposit by Kappes, Cassiday and Associates. These bottle roll tests follow up on cyanide soluble recovery results which averaged a
favorable 82.4% in oxidized multilithic dissolution collapse breccia, the main gold host at Pinion (see news release dated August 19, 2015).
On August 26, 2015, the Company announced that following favorable results from the 2015 Phase 1 program it had commenced its 2015
Phase 2 drilling program at Pinion.
Phase 2 drilling at Pinion, completed between September and early December 2015, was designed to test five oxide resource expansion targets
including: an offset of the intersection in PIN15-02; high potential targets along the highly prospective South Fault Zone at the west edge of the
deposit; and the new Sentinel Contact target which is approximately 100 metres west of the Pinion Far North Zone. The Pinion Phase 2
program totaled 19,900 feet (6,066 m) of RC drilling in 15 holes (PIN15-10 – PIN15-24), with one hole to the northwest at the Irene Target
area, four holes to test the Sentinel contact at the northern end of the Pinion area and the remaining ten holes testing the potential for resource
expansion along the western, southern and eastern portions of the Pinion Deposit. Highlights include drilled thicknesses of 0.81 g/t Au over
24.4 metres in PIN15-10, 0.82 g/t Au over 51.8 metres in PIN15-21 and 0.95 g/t Au over 22.9 metres in PIN15-22. All intercepts were
contained within oxidized and altered multilithic, dissolution collapse breccia, the principal Pinion Deposit host rock and all intercepts were
obtained outside of the boundaries of the 2014 Maiden Pinion Resource.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -19-
On March 15, 2016, the Company announced an updated NI 43-101 compliant mineral resource estimate for the Pinion Deposit (the “2016
Pinion Resource”) consisting of an “indicated” mineral resource of 31.61 million tonnes grading 0.62 grams per tonne (g/t) gold (Au), totaling
630,300 ounces of gold and an “inferred” mineral resource of 61.08 million tonnes grading 0.55 g/t Au, totaling 1,081,300 ounces of gold,
using a cut-off grade of 0.14 g/t Au and constrained within a US$1,250/ounce of gold pit shell.
The 2016 Updated NI 43-101 Pinion Mineral Resource Estimates for Gold at Various Gold Cut-off Grades is set out below.
Classification*
Indicated
Inferred
Au Cutoff (grams
per tonne)
0.1
Tonnage - Au
(million metric
tonnes)
31.62
Au Grade (grams
per tonne)
0.62
Contained Au** (troy
ounces)***
0.14**
31.61
0.62
630,300
0.17
31.56
0.62
630,100
0.2
31.47
0.62
629,500
0.3
30.26
0.64
619,100
0.4
26.35
0.68
574,500
0.5
20.81
0.74
494,200
0.6
14.89
0.81
389,600
0.7
10.13
0.89
290,400
0.8
6.38
0.98
200,400
0.9
3.65
1.07
126,100
1
2.01
1.18
76,200
0.1
61.39
0.55
1,082,500
0.14**
61.08
0.55
1,081,300
0.17
60.29
0.56
1,077,300
0.2
58.93
0.56
1,069,200
0.3
50.10
0.62
997,200
0.4
39.15
0.69
874,100
0.5
29.32
0.78
732,500
0.6
21.10
0.87
587,000
0.7
14.32
0.97
445,900
0.8
9.08
1.10
320,000
0.9
5.46
1.26
221,500
1
3.58
1.43
164,300
630,400
* Indicated and Inferred Mineral Resources are not Mineral Reserves. Mineral resources which are not mineral reserves do not have
demonstrated economic viability. There has been insufficient exploration to define the inferred resources as an indicated or measured mineral
resource, however, it is reasonably expected that the majority of the Inferred Mineral Resources could be upgraded to Indicated Mineral
Resources with continued exploration. There is no guarantee that any part of the mineral resources discussed herein will be converted into a
mineral reserve in the future.
**The recommended reported resources are highlighted in bold and have been constrained within a$US$1,250/ounce of gold and
US$21.50/ounce of silver optimized pit shell.
***Contained ounces may not add due to rounding.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -20-
A more detailed discussion of, among other things, the results of the Company’s 2015 Phase 1 and Phase 2 drill programs on the Pinion Project
is contained in the 2016 Railroad-Pinion Report. A copy of the 2016 Railroad-Pinion Report is available for review under the Company's
profile on SEDAR at www.sedar.com. See also Item 7 “MATERIAL MINERAL PROJECT - Railroad-Pinion Project, Elko County, Nevada ”
in the AIF.
Dark Star Deposit
In December 2014, the Company entered into separate option-to-purchase agreements to acquire, in the aggregate, an additional 866 net
hectares (2,140 net acres) of land at the southern end of the Railroad-Pinion Project areas including effective ownership and control of two
additional gold occurrences in close proximity to the Pinion Deposit, being the Dark Star Deposit and Dixie prospect. The total cost of these
acquisitions was less than US$163,000 in the first year and is about US$65,000 annually thereafter.
On March 3, 2015, the Company announced a maiden NI 43-101 compliant mineral resource estimate for the Dark Star Deposit (the “ 2015
Maiden Dark Star Resource ”) consisting of an “inferred” mineral resource of 23.11 million tonnes grading 0.51 grams per tonne (g/t) gold
(Au), totaling 375,000 ounces (oz) of gold, using a cut-off grade of 0.14 g Au/t and constrained within a US$1,250/ounce of gold pit shell.
The 2015 Dark Star NI 43-101 Mineral Resource Estimate for Gold at Various Gold Cut-off Grades is set out below.
Classification
Inferred *
Cutoff Grade – Au
(grams per tonne)
0.1
0.14 **
0.2
0.3
0.4
0.5
0.6
Tonnage - Au
(million metric
tonnes)
23.11
23.11
23.05
21.43
16.83
9.95
4.66
Grade - Au
Contained Ounces Au
(grams per tonne) ***
(troy ounces)
0.51
375,000
0.51
375,000
0.51
375,000
0.52
361,000
0.57
309,000
0.65
209,000
0.78
117,000
* Indicated and Inferred Mineral Resources are not Mineral Reserves. Mineral resources which are not mineral reserves do not have
demonstrated economic viability. There has been insufficient exploration to define the inferred resources as an indicated or measured mineral
resource, however, it is reasonably expected that the majority of the Inferred Mineral Resources could be upgraded to Indicated Mineral
Resources with continued exploration. There is no guarantee that any part of the mineral resources discussed herein will be converted into a
mineral reserve in the future.
** The recommended reported resources are highlighted in bold and have been constrained within a US$1,250/ounce of gold and
US$21.50/ounce of silver optimized pit shell.
*** The ‘Contained Ounces’ have been rounded to the nearest 1,000 ounces.
Further details regarding the 2015 Maiden Dark Star Resource are contained in the NI 43-101 compliant resource report of APEX dated April
17, 2015 entitled “ Technical Report Maiden Resource Estimate Dark Star Deposit, Elko County, Nevada USA ”, a copy of which is available
for review under the Company's profile on SEDAR at www.sedar.com . See also Item 7 “MATERIAL MINERAL PROJECT Railroad-Pinion Project, Elko County, Nevada – Mineral Resource Estimates ” in the AIF.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -21-
As a result of completing a detailed geological model for the Dark Star Deposit, additional target zones have been developed along strike of the
deposit in areas previously thought tested and of limited potential or in areas of limited drill hole testing. A number of shallow and deeper
targets have been identified immediately adjacent to the existing resource and have good potential to cost-effectively expand the current
inferred resource. Furthermore, areas within the existing inferred resource that are defined by widely spaced drilling but with reasonable
grades also provide the Company with potential to convert and grow the inferred oxide mineral resource. See “ Recommended Exploration
Program ” below.
In April 2015, the Company commenced its 2015 Phase 1 exploration program at Dark Star. The Company drilled five RC holes totalling
approximately 5,145 feet (1,569 m) to extend areas of known shallow oxide gold mineralization along strike and at depth, and to test new
targets identified by the Company's new 3D geological model and CSAMT grid. Gold mineralization is related to a north to
north-northeast-striking zone of alteration focused along west-dipping contacts with and within a coarse Pennsylvanian conglomerate and
bioclastic limestone bearing unit.
On July 28, 2015, the Company announced assay results from its 2015 Phase 1 drilling program at Dark Star in which all five RC holes
returned significant intercepts with gold values above the cut-off grade of 0.14 g Au/t established by APEX for the 2015 Maiden Dark Star
Resource. Hole DS15-03 intersected two zones of gold mineralization: an upper oxidized zone that returned 32.0 metres of 0.59 g Au/t starting
near the surface, and a higher grade sulfide-hosted zone of 21.3 metres of 1.90 g Au/t including 12.2 metres of 3.13 g Au/t. These intercepts
are open in multiple directions and extend mineralization 100 metres to the north of historic drill holes.
On August 26, 2015, the Company announced that following favorable results from its 2015 Phase 1 program it had commenced drilling of its
2015 Phase 2 program at Dark Star.
Phase 2 Dark Star drilling was designed to extend areas of known gold mineralization along strike of the Dark Star structural corridor to the
north of DS15-03, a Phase 1 drill hole that intersected two zones of gold mineralization including 32.0 metres of 0.58 g Au/t and 21.3 metres of
1.90 g Au/t (see news release dated July 28, 2015). Gold at Dark Star occurs in an unconventional and underappreciated host rock for the
Carlin Trend, a Pennsylvanian unit composed of bioclastic-bearing debris flow conglomerate with interbeds of calcareous sandstone, siltstone
and mudstone. These rocks dip to the west within the north-trending Dark Star Corridor, which is bounded to the east by a large displacement,
normal fault.
The Phase 2 Dark Star drilling was completed during October through December, 2015 and comprised 7 RC holes (DS15-06 – DS15-12) for a
total of 10,015 feet (3,053 m), plus 1 diamond (core) drill hole (DS15-13) for 1,402 feet (427 m).
On November 4, 2015 the Company announced results from five RC holes drilled in the 2015 Phase 2 program at the Dark Star Deposit. Four
of the five holes returned significant intercepts containing gold values above the cut-off grade of 0.14 g Au/t established by APEX for the 2015
Maiden Dark Star Resource including hole DS15-10 which intersected a vertically-extensive gold zone including an upper oxidized intercept of
149.4 metres of 1.38 g Au/t and a lower reduced intercept of 18.3 metres of 0.84 g Au/t.
On November 10, 2015 the Company announced assay results from a sixth RC hole, DS15-11, that confirmed the discovery in DS15-10 of a
substantial new, higher grade oxide gold zone north of the Dark Star Deposit. DS15-11, drilled 515 metres north of the Dark Star maiden
resource, returned an oxidized zone of 157.0 meters of 1.51 g Au/t among multiple, significant intercepts containing gold values above the
cut-off grade of 0.14 g Au/t established by APEX for the 2015 Maiden Dark Star Resource.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -22-
On January 21, 2016 the Company announced assay results from DS15-13, a Phase 2 core hole drilled to twin RC hole DS15-11 at the recently
discovered North Dark Star oxide gold deposit. DS15-13 intersected vertically-extensive, oxidized intercepts of 15.4 metres of 1.85 g Au/t and
97.0 metres of 1.61 g Au/t, approximately 515 metres north of the Dark Star maiden resource, confirming the thick zone of oxidized gold
mineralization originally identified by RC hole DS15-11.
The results of the Company’s 2015 Phase 1 and Phase 2 drill programs on the Dark Star Deposit are contained in the 2016 Railroad-Pinion
Report, a copy of which is available for review under the Company's profile on SEDAR at www.sedar.com. See also Item 7 “MATERIAL
MINERAL PROJECT - Railroad-Pinion Project, Elko County, Nevada ” in the AIF.
North Bullion Target
With the Company’s existing five section plan of operation (" PoO ") in place and bonded for exploration purposes, coupled with the 4 corner
private sections, Gold Standard is in a position to effectively access and drill the additional target opportunities within the Railroad portion of
the Railroad-Pinion Project. The PoO allows for up to 200 acres of total disturbance. Targets outside of this area will require 5 acre Notice of
Intent (" NOI ") filings on the alternating public sections, and permitting for greater than 5 acres on the private sections of the Railroad Project.
North Bullion drill intercepts obtained between 2011 and 2013 indicate: (1) unusually thick sections of substantially the same geology and style
of mineralization as numerous gold deposits in the northern part of the Carlin Trend; (2) vertically-extensive intervals of pervasive gold values
which have been increasing in grade as the program advances; and (3) some localized assays as high as 18.30 meters of 7.03 g Au/t in
RR11-16, 42.7 meters of 9.4 g Au/t in RR12-01, and 16 meters of 15.1 g Au/t in RR12-10 suggest proximity to feeder structures. North
Bullion drill intercepts in holes RR12-27 (16.8 meters of 1.95 g Au/t), RR12-24 (40.2 meters of 1.34 g Au/t), and RR13-01 (20.4 meters of
1.06 g Au/t) have extended the deposit to the south by more than 300 meters. The envelope of 1 to 3 gram gold mineralization at North Bullion
now appears to stretch from hole RR11-9 in the north to hole RR13-01 in the south, a total of more than 1,000 meters, and it remains open in
multiple directions. The high grade zone that lies within this envelope ranges from 5 to 15 grams gold per tonne and has been traced to date for
about 300 meters in contiguous drill holes RR11-16, RR12-1, and RR12-10. The deposit has also been extended to the north and the west with
intercepts of 98.2 metres of 3.26 g Au/t (including 17.1 metres of 9.98 g Au/t) in RR13-11 and 73.5 metres of 3.67 g Au/t (including 12.2
metres of 6.93 g Au/t) in RR13-08. The work completed to date and the data available are insufficient to determine the length, width, or
continuity of the mineralization.
The 2015 drill program at North Bullion consisted of 4 holes (1,437 metres core and 214 metres RC) designed to test west-northwest and north
extensions of the lower breccia-hosted gold zone discovered by Gold Standard in 2012. Of these four holes, three (RR11-07, RR13-13,
RR13-15) were collared but not completed in 2011 and 2013, and one hole (RR15-01) was a 2015 RC collar with an intended core tail that was
lost before testing its intended target. Two of three holes at North Bullion returned significant intercepts that expand the known gold
mineralization to the northwest. Highlight results include 3.53 g/t Au over 12.4 metres within a thicker interval of 1.68 g Au/t over 74.4 metres
core length in hole RR13-13. The gold intercepts and strong alteration in RR13-13 and RR13-15 confirm the west-northwest trend to the high
grade lower zone at North Bullion.
The results of the Company’s 2015 drill program at the North Bullion deposit are contained in the 2016 Railroad-Pinion Report, a copy of
which is available for review under the Company's profile on SEDAR at www.sedar.com. See also Item 7 “MATERIAL MINERAL
PROJECT - Railroad-Pinion Project, Elko County, Nevada ” in the AIF.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -23-
Bald Mountain Target
Based on historic and more recent Gold Standard data, the Bald Mountain target comprises a large complex mineralizing system measuring 700
feet (~210m) north-south by 1,800 feet (~550m) east-west. Mineralization starts at ~325 feet (~100m) below surface on the east side of the
target and ranges between 40 and 250 feet (~12-75m) in thickness. The target is currently at an early stage of exploration.
During late 2014, the Company completed a vertical RC drill program designed to expand the limits of known oxide copper-gold-silver-zinc
mineralization at Bald Mountain intersected in prior drilling and RRB13-01, a vertical core hole completed in 2013. Mineralization is hosted in
multi-lithic collapse breccia at the top of the Devils Gate Limestone, the same breccia host horizon as the Pinion and North Bullion
deposits. Intercepts in RRB13-01 included 56.1 metres of 1.47 ppm Au immediately above 23.3 metres of 0.4% Cu. The 2014 Bald Mountain
drilling totaled 1,895.9 meters (6,220 feet) in five vertical RC holes and tested an area approximately 400 meters by 250 meters.
As an example of some of the polymetallic mineralization intersected at Bald Mountain, which remains open in all directions, hole RRB14-01
intersected 36.58 meters of 0.02 g Au/t, 8.2 g Ag/t, 0.56% Cu and 0.35% Zn. However, the work completed to date and the data available are
insufficient to determine the length, width, or continuity of the mineralization. The 2014 Bald Mountain drilling also intersected multi-lithic,
dissolution collapse breccia host in all five holes and the plan extent of the breccia was expanded in all directions. Gold, silver and base metal
mineralization is widespread within the highly permeable, flat-tabular, multi-lithic collapse breccia which is sandwiched between relatively
impermeable hornfels of the overlying Mississippian Webb Formation and thick-bedded marble of the underlying Devils Gate Limestone. The
stratigraphic position, thickness (35-120m) and lateral continuity of the Bald Mountain breccia unit is considered significant as this pattern is
consistent with the gold-bearing breccia host at the Pinion and North Bullion deposits.
Other Targets
Emphasis is also being placed upon drill testing target opportunities south of the North Bullion deposit along the Bullion Fault Corridor (“ BFC
”) including a number of promising targets defined by surface geochemical work conducted in August 2013. The southern portion of the BFC
target area and the other nearby target opportunities were previously inaccessible for drill testing because of permitting constraints. However,
the Company’s current PoO now provides the Company with full access to all targets in the northern third of the Railroad Project. See the AIF
for a discussion of the Company's additional targets within the Railroad-Pinion Project for exploration in 2016 and beyond.
The Company cautions that, save and except for the Pinion and Dark Star Deposits, there are no known resources on the Railroad-Pinion
Project and no reserves and to date it has not carried out a preliminary economic assessment or other study on the Railroad-Pinion Project or
any portion thereof.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -24-
Recommended Exploration Program
The 2016 Railroad-Pinion Report recommends an aggressive exploration program encompassing a total of approximately 42,310 metres
(138,800 feet) of a combination of RC and core drilling in phased drilling campaigns at the Pinion and Dark Star Deposit areas and at a variety
of other targets across the Railroad-Pinion Project area for a total cost of US$9,113,000. Other recommended property wide activities include
geological mapping, geochemical sampling, ground and airborne geophysical surveys, further metallurgical test work along with geological
modeling leading to updated resource estimates and preliminary engineering and environmental studies culminating in a preliminary economic
assessment. The estimated cost to conduct these studies is US$3,375,000, which includes approximately US$905,000 in property maintenance
payments. The recommended drilling and other geological, geophysical, engineering and environmental studies along with a contingency of
10%, yields an overall budget to complete the recommended work of US$13,400,000. See the 2016 Railroad-Pinion Report filed under the
Company’s profile on SEDAR at www.sedar.com for further details of the recommended exploration program for the Railroad-Pinion Project.
The 2016 exploration program will be funded out of the remaining proceeds from the 2015 Private Placement and the net proceeds of the 2016
Private Placement. See “ Liquidity, Financial Position and Capital Resources ” and “ Use of Proceeds from 2014 Private Placement, 2014
Public Offering, 2015 Public Offering, 2015 Private Placement and 2016 Private Placement” below.
S a m p li ng
M e t hod o l ogy,
C hain of C us t o dy, Q u a l i t y C ont r o l
and Q u a l i t y A s sur a nce:
All drill samples taken in connection with the Company's various exploration programs were recovered under the supervision of the Company's
senior geologist and the chain of custody from the drill to sample preparation facility was continuously monitored. Core was cut at the
Company’s facility in Elko, Nevada and one half was sent to the lab for analysis and the other half retained in the original core box. A blank,
quarter core duplicate or certified reference material was inserted approximately every 10 to 15 samples.
The Pinion and North Bullion samples were picked up at the Company's facility in Elko by ALS Chemex Minerals (“ ALS ”) and delivered to
its preparation facility in Elko, Nevada. The samples were crushed and pulverized and sample pulps shipped to ALS’ certified laboratory in
either Reno or Vancouver where they were digested and analyzed for gold using a fire assay fusion and an atomic absorption spectroscopy
(AAS) finish on a 30 gram split. Samples were also analyzed for a suite of 30 other “trace elements” by ICP-AES (Inductively Coupled Plasma
– Atomic Emission Spectroscopy) following aqua regia digestion. Data verification of the analytical results includes a statistical analysis of the
duplicates, standards and blanks that must pass certain parameters for acceptance to ensure accurate and verifiable results.
The Dark Star samples were delivered to Bureau Veritas Mineral Laboratories’ preparation facility in Elko, NV. The samples were crushed,
pulverized and sample pulps shipped to Bureau Veritas’ certified laboratory in Sparks, NV. Pulps were digested and analyzed for gold using
fire assay fusion and an atomic absorption spectroscopy (AAS) finish on a 30 gram split. All other elements were determined by ICP analysis.
A blank or certified reference material was inserted approximately every 10 to 15 samples. Data verification of the analytical results includes a
statistical analysis of the duplicates, standards and blanks that must pass certain parameters for acceptance to insure accurate and verifiable
results.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -25-
Pulps from the significant intervals in DS15-10 were also delivered to ALS’ preparation facility in Reno, NV for verification assay of the
original Bureau Veritas gold assays. ALS’ certified laboratory in Reno digested and analyzed the pulps for gold using fire assay fusion and an
atomic absorption spectroscopy (AAS) finish on a 30 gram split. The results of the ALS gold fire assay confirmed the original Bureau Veritas
gold assays.
See “ Sample Preparation, Analysis and Security”, “Data Verification” and “Quality Assurance and Quality Control (QA/QC) Program” in
Item 7 “MATERIAL MINERAL PROJECT - Railroad-Pinion Project, Elko County, Nevada ” of the AIF for further details regarding the
Company’s security, QA/QC and data verification procedures.
The scientific and technical content and interpretations contained in this MD&A have been reviewed and approved by Steven R. Koehler, Gold
Standard’s Manager of Projects, BSc. Geology, CPG-10216, and a "qualified person" as defined by NI 43-101.
Further details regarding the Company's Railroad-Pinion Project and the results of the Company’s recent exploration work thereon are
contained in the AIF and other continuous disclosure documents of the Company filed on SEDAR at www.sedar.com and EDGAR at
www.sec.gov .
Liquidity, Financial Position and Capital Resources
Save for the Pinion and Dark Star Deposits, the Company has no known mineral resources or reserves and is not in commercial production on
any portion of the Railroad-Pinion Project and accordingly, the Company does not generate cash from operations. The Company finances its
exploration activities by raising capital from equity markets from time to time.
As at December 31, 2015, the Company’s liquidity and capital resources were as follows:
Cash and cash equivalents
Receivables
Prepaid expenses
Total current assets
Payables and accrued liabilities
Note payable
Working capital (deficit)
December 31, 2015
$
10,121,153
25,907
129,957
10,277,017
1,177,654
9,099,363
December 31, 2014
$
494,878
30,237
176,151
701,266
2,236,845
2,500,000
(4,035,579)
The Company’s operations consist primarily of the acquisition, maintenance and exploration of exploration and evaluation assets, including
seeking joint venture partners to assist with exploration funding. The Company’s financial success will be dependent on the extent to which it
can discover new mineral deposits.
As at December 31, 2015, the Company had a cash and cash equivalents position of $10,121,153 (2014 - $494,878) derived from the net
proceeds of the 2015 Private Placement. See " Overall Performance – Corporate Activities ”. As at December 31, 2015, the Company had a
working capital surplus of $9,099,363 (2014 deficit – $4,035,579).
In February 2016, the Company completed the 2016 Private Placement with Goldcorp and OceanaGold totalling 29,931,931 common shares at
a price of $1.00 per share for gross proceeds of $29,931,931. See " Overall Performance – Corporate Activities ”.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -26-
Subsequent to December 31, 2015, the Company received an additional $558,850 from the exercise of 795,000 stock options at prices between
$0.63 and $0.73 per share and $7,468,804 from the exercise of 7,468,804 warrants at a price of $1.00 per share.
The Company’s continuation as a going concern is dependent upon successful results from its exploration and evaluation activities and its
ability to attain profitable operations and generate funds therefrom and/or raise equity capital or borrowings sufficient to meet current and
future obligations. Management believes it currently has sufficient cash and cash equivalents on hand to finance its exploration programs and
operating costs over the next 18 to 24 months, after which time the Company will require additional capital to carry out further exploration on
the Railroad-Pinion Project and maintain operations. There are no assurances that the Company will be successful in raising additional capital
at that time on commercially reasonable terms or at all. See “Risks and Uncertainties”.
Use of Proceeds from 2014 Private Placement, 2014 Public Offering, 2015 Public Offering, 2015 Private Placement and 2016 Priv ate
Placement
In March 2014, the Company completed the 2014 Private Placement consisting of 15,188,495 Units at a price of $0.72 per Unit for net
proceeds of approximately $10,163,460, after commissions and expenses of approximately $772,256. The net proceeds from the 2014 Private
Placement were used to complete the Pinion Acquisition and for general corporate and working capital purposes.
In August 2014, the Company completed the 2014 Public Offering consisting of 9,850,000 common shares at US$0.64 (equivalent to $0.6991)
per share for proceeds of $6,068,455 net of cash commissions and expenses of $817,972. The net proceeds from the 2014 Public Offering were
used to rectify the Company’s then working capital deficiency, maintain the Company’s property interests in good standing, fund the 2014
Phase 2 drill program on the Pinion Deposit and for general corporate and working capital purposes.
In early February 2015, the Company completed the 2015 Public Offering consisting of 19,032,000 common shares at a price of US$0.47
(equivalent to $0.5854) per share for proceeds of $9,854,637 net of cash commissions and expenses of $1,287,305. The net proceeds were used
to pay off the remaining $2.5 million due to Scorpio under the Pinion Acquisition, fund additional exploration of the Railroad-Pinion Project,
satisfy the Company’s then working capital deficiency and pay for general corporate and working capital expenses.
In May 2015, the Company completed the 2015 Private Placement with OceanaGold pursuant to which the Company sold 24,997,661 common
shares at $0.65 per share to OceanaGold for proceeds of $15,335,280 net of cash commissions and expenses of $913,199. The net proceeds
from the 2015 Private Placement are being used to further advance the Company’s Railroad-Pinion Project and for general corporate and
working capital purposes. See “ Overall Performance - Corporate Activities ” above.
In February 2016, the Company completed the 2016 Private Placement with Goldcorp and OceanaGold pursuant to which the Company sold
29,931,931 common shares at $1.00 per share for net proceeds of $28,596,334, net of finders’ fees of $1,335,597. The net proceeds from the
2016 Private Placement will be used to further advance the Company’s Railroad-Pinion Project including the recommended 2016 exploration
program and for general corporate and working capital purposes. See “ Overall Performance - Corporate Activities” and “ Railroad-Pinion
Project – Recommended Exploration Program ” above.
Off Balance Sheet Arrangements
The Company has no off balance sheet arrangements.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -27-
Commitments
a)
On January 1, 2015, the Company entered into a lease agreement for an office space in Vancouver, B.C. expiring on April 30, 2020 and
incurring monthly rent payments from $5,367 in 2015 increasing to $6,134 in 2020.
Payable not later than one year
Payable later than one year and not later than five years
Payable later than five years
Total
Vancouver Office
$
66,452
240,248
306,700
b)
The Company has four separate consulting agreements with officers, directors and consultants of the Company to provide management
consulting services to the Company for an indefinite term. The agreements require total combined payments of $59,750 per month. The
consulting agreements provide for a two year payout totalling, on a collective basis, approximately $1,559,650 (including average
discretionary bonuses paid in 2014 and 2015) in the event of termination without cause and a three year payout totalling, on a collective
basis, (including average discretionary bonuses paid in 2014 and 2015) approximately $2,339,475 in the event of termination following a
change in control of the Company.
c)
Pursuant to various mining leases and agreements, the Company’s estimated exploration and evaluation assets lease obligations, work
commitments, and tax levies for the 2016 are approximately US$1,739,207 as of the date of this MD&A. See Item 5 “GENERAL
DEVELOPMENT OF THE BUSINESS – Mineral Property ” and Item 7 “MATERIAL MINERAL PROJECT – Railroad-Pinion Project,
Elko County, Nevada ” of the AIF and the Financial Statements for further details regarding the various lease payments and other
obligations required by the Company to maintain the Railroad-Pinion Project in good standing.
Related Party Transactions
During the year ended December 31, 2015, the Company engaged in the following transactions with related parties, not disclosed elsewhere in
this MD&A:
i.
Incurred management fees of $322,167 (December 31, 2014 - $274,650) to a company controlled by Jonathan Awde, a director
and Chief Executive Officer of the Company. As at December 31, 2015, $Nil (December 31, 2014 - $35,619) was included in
accounts payable and accrued liabilities.
ii.
Incurred administrative management fees of $154,100 (December 31, 2014 - $151,035) to a company controlled by Richard Silas,
a director and Corporate Secretary of the Company. As at December 31, 2015, $6,867 (December 31, 2014 - $19,291) was
included in accounts payable and accrued liabilities.
iii.
Incurred financial management fees of $187,450 (December 31, 2014 - $181,150) to a company controlled by Michael
Waldkirch, Chief Financial Officer of the Company. As at December 31, 2015, $Nil (December 31, 2014 - $8,150) was included
in accounts payable and accrued liabilities.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -28-
iv. Incurred salaries of $Nil (December 31, 2014 - $106,972 and severance of $239,910), of which $Nil (December 31, 2014 $107,987) were recorded as capitalized exploration and evaluation assets expenditures, to David Mathewson, a former director
and former Vice-President, Exploration of the Company.
v.
Incurred salaries of $310,515 (December 31, 2014 - $Nil), of which $257,739 (December 31, 2014 - $Nil) were recorded as
capitalized exploration and evaluation assets expenditures, to Mac Jackson, the Vice-President, Exploration of the Company. Mr.
Jackson was not considered to be a related party for the purposes of IAS 24 during the fiscal year ended December 31, 2014.
vi. Incurred directors fees of $25,000 (December 31, 2014 - $24,000) to a company controlled by Robert McLeod, a director of the
Company.
vii.
viii.
Incurred directors fees of $25,000 (December 31, 2014 - $24,000) to David Morrell Cole, a director of the Company.
Incurred directors fees of $25,000 (December 31, 2014 - $24,000) to a company controlled by Jamie Strauss, a director of the
Company.
Summary of key management personnel compensation:
Management fees
Exploration and evaluation assets expenditures
Wages and salaries
Share-based compensation
For the year ended December 31,
2015
2014
$
$
738,717
678,835
257,739
107,987
52,776
238,895
1,021,131
825,015
2,070,363
1,850,732
In accordance with IAS 24, key management personnel includes those persons having authority and responsibility for planning, directing, and
controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the
Company’s Board of Directors and corporate officers, including the Company’s Chief Executive Officer and Chief Financial Officer.
Risks and Uncertainties
The business and operations of the Company are subject to numerous risks, many of which are beyond the Company’s control. The Company
considers the risks set out below to be some of the most significant to potential investors in the Company, but not all of the risks associated
with an investment in securities of the Company. If any of these risks materialize into actual events or circumstances or other possible
additional risks and uncertainties of which the Company is currently unaware or which it considers to be material in relation to the Company’s
business actually occur, the Company’s assets, liabilities, financial condition, results of operations (including future results of operations),
business and business prospects, are likely to be materially and adversely affected. In such circumstances, the price of the Company’s securities
could decline and investors may lose all or part of their investment.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -29-
Mineral exploration is subject to a high degree of risk, which even a combination of experience, knowledge and careful evaluation may fail to
overcome. These risks may be even greater in the Company’s case given its formative stage of development. Furthermore, exploration
activities are expensive and seldom result in the discovery of a commercially viable resource. There is no assurance that the Company’s
exploration will result in the discovery of an economically viable mineral deposit. The Company has generated losses to date and requires
additional funds to further explore its properties. There is no assurance such additional funding will be available to the Company when
needed on commercially reasonable terms or at all. Additional equity financing may result in substantial dilution thereby reducing the
marketability of the Company’s shares. The Company’s activities are subject to the risks normally encountered in the mining exploration
business. The economics of exploring, developing and operating resource properties are affected by many factors including the cost of
exploration and development operations, variations of the grade of any ore mined and the rate of resource extraction and fluctuations in the
price of resources produced, government regulations relating to royalties, taxes and environmental protection and title defects. For the most
part, the Company’s mineral resource properties have not been surveyed and may be subject to prior unregistered agreements, interests or land
claims and title may be affected by undetected defects. In addition, the Company may become subject to liability for hazards against which it is
not insured. The mining industry is highly competitive in all its phases and the Company competes with other mining companies, many with
greater financial and technical resources, in the search for, and the acquisition of, mineral resource properties and in the marketing of
minerals. Additional risks include the limited market for the Company’s securities and the present intention of the Company not to pay
dividends. Certain of the Company’s directors and officers also serve as directors or officers of other public and private resource companies,
and to the extent that such other companies may participate in ventures in which the Company may participate, such directors and officers of
the Company may have a conflict of interest.
The Company may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.
The Company is a foreign private issuer under applicable U.S. federal securities laws and, therefore, is not required to comply with all the
periodic disclosure and current reporting requirements of the United States Securities and Exchange Act of 1934 (the " U.S. Exchange Act ").
As a result, the Company does not file the same reports that a U.S. domestic issuer files with the United States Securities and Exchange
Commission (the " SEC "), although the Company is required to file with or furnish to the SEC the continuous disclosure documents that the
Company is required to file in Canada under Canadian securities laws. Further, the Company’s officers, directors, and principal shareholders
are exempt from the reporting and “short swing” profit recovery rules of Section 16 of the U.S. Exchange Act. In addition, as a foreign private
issuer, the Company is exempt from the proxy rules under the U.S. Exchange Act.
The Company may in the future lose its foreign private issuer status if a majority of its Common Shares are held in the United States and it fails
to meet any of the additional requirements necessary to avoid loss of foreign private issuer status. If the Company loses its status as a foreign
private issuer the aforementioned regulations would apply and it would also be required to commence reporting on forms required of U.S.
companies, such as Forms 10-K, 10-Q and 8-K, which are more detailed and extensive than the forms available to a foreign private issuer. The
regulatory and compliance costs under U.S. federal securities laws as a U.S. domestic issuer may be significantly more than the costs incurred
as a Canadian foreign private issuer eligible to use the multi-jurisdictional disclosure system implemented by the SEC and the securities
regulatory authorities in Canada (“ MJDS ”), and would require the Company's management to devote substantial time and resources to
comply with the new regulatory requirements following a loss of the Company's foreign private issuer status. Further, to the extent that the
Company was to offer or sell its securities outside of the United States, the Company would have to comply with the more restrictive
Regulation S requirements that apply to U.S. companies, and would no longer be able to utilize the MJDS forms for registered offerings by
Canadian companies in the United States, which could limit the Company's ability to access the capital markets in the future. In addition, the
Company may lose the ability to rely upon certain exemptions from corporate governance requirements that are available to foreign private
issuers. The Company may regain the foreign private issuer status upon re-meeting the eligibility requirements.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -30-
The Company may be a “passive foreign investment company” for U.S. tax purposes which could subject U.S. shareholders to increased tax
liability.
The Company believes that it was a passive foreign investment company for the taxable year ended December 31, 2015 and expects to be a
passive foreign investment company for the taxable year ending December 31, 2016. As a result, a United States holder of Common Shares
could be subject to increased tax liability, possibly including an interest charge, upon the sale or other disposition of the United States holder’s
Common Shares or upon the receipt of “excess distributions”.
Readers are cautioned that the foregoing list of risks, uncertainties and other factors is not exhaustive.
For a more detailed discussion of the risk factors affecting the Company and its exploration activities, please refer to the AIF which can be
accessed on SEDAR at www.sedar.com and EDGAR at www.sec.gov .
Critical Accounting Estimates
The preparation of the Financial Statements in conformity with IFRS requires management to make estimates and assumptions. These
estimates and assumptions affect the reported amounts of assets and liabilities, as well as the reported revenues and expenses during the
reporting period. Based on historical experience and current conditions, management makes assumptions that are believed to be reasonable
under the circumstances. These estimates and assumptions form the basis for judgments about the carrying value of assets and liabilities and
reported amounts for revenues and expenses. Different assumptions would result in different estimates, and actual results may differ from
results based on these estimates. These estimates and assumptions are also affected by management’s application of accounting policies.
Critical accounting estimates are those that affect the Financial Statements materially and involve a significant level of judgment by
management.
Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and
estimates, actual results may differ from these estimates.
The most significant accounts that require estimates as the basis for determining the stated amounts include the recoverability of exploration
and evaluation assets, determination of functional currency, valuation of share-based compensation, and recognition of deferred tax amounts.
Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the Financial
Statements are as follows:
Economic recoverability and probability of future economic benefits of exploration and evaluation assets
Management has determined that exploration, evaluation, and related costs incurred which were capitalized may have future economic benefits
and may be economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future
economic benefits including, geologic and other technical information, a history of conversion of mineral deposits with similar characteristics
to its own properties to proven and probable mineral reserves, the quality and capacity of existing infrastructure facilities, evaluation of
permitting and environmental issues and local support for the project.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -31-
Determination of functional currency
The Company determines the functional currency through an analysis of several indicators such as expenses and cash flow, financing activities,
retention of operating cash flows, and frequency of transactions with the reporting entity.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in material adjustments are as follows:
Valuation of share-based compensation
The Company uses the Black-Scholes Option Pricing Model for valuation of share-based compensation. Option pricing models require the
input of subjective assumptions including expected price volatility, interest rate, and forfeiture rate. Changes in the input assumptions can
materially affect the fair value estimate and the Company’s earnings and equity reserves.
Income taxes
In assessing the probability of realizing income tax assets, management makes estimates related to expectation of future taxable income,
applicable tax opportunities, expect timing of reversals of existing temporary differences and the likelihood that tax positions taken will be
sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and
negative evidence that can be objectively verified.
Changes in Accounting Policies including Initial Adoption
There were no changes to the Company’s accounting policies during the year ended December 31, 2015.
Financial Instruments and Risk Management
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability
of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:



Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3 – Inputs that are not based on observable market data.
The Company’s financial instruments consist of cash and cash equivalents, receivables, reclamation bonds, accounts payable and accrued
liabilities, and note payable. The fair value of these financial instruments, other than cash and equivalents, approximates their carrying values
due to the short-term nature of these instruments. Cash and cash equivalents are measured at fair value using level 1 inputs.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -32-
The Company is exposed to a variety of financial risks by virtue of its activities including currency, credit, interest rate, liquidity and
commodity price risk.
a)
Currency risk
The Company conducts exploration and evaluation activities in the United States. As such, it is subject to risk due to fluctuations in
the exchange rates for the Canadian and US dollars. As at December 31, 2015, the Company had a net monetary asset position of
US$1,594,437. Each 1% change in the US dollar relative to the Canadian dollar will result in a foreign exchange gain/loss of
approximately $15,900.
b)
Credit risk
Credit risk is risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations.
The Company’s cash and cash equivalents is held in large Canadian financial institutions and is not exposed to significant credit risk.
c)
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Company is exposed to limited interest rate risk as it only holds cash and highly liquid short-term
investments.
d)
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its obligations as they come due. The Company’s ability to
continue as a going concern is dependent on management’s ability to raise the required capital through future equity or debt
issuances. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and
financing activities. Management and the Board of Directors are actively involved in the review, planning, and approval of
significant expenditures and commitments.
e)
Commodity price risk
The ability of the Company to explore and develop its exploration and evaluation assets and the future profitability of the Company
are directly related to the price of gold. The Company monitors gold prices to determine the appropriate course of action to be taken.
Disclosure of Data for Outstanding Common Shares, Options and Warrants
As at March 30, 2016, the Company has 205,965,274 outstanding common shares, 10,628,000 outstanding stock options to purchase up to a
total of 10,628,000 common shares, with a weighted average exercise price of $0.83 per share and expiring from April 5, 2016 to November
27, 2020, and no outstanding warrants.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -33-
Corporate Governance
The Company’s Board substantially follows the recommended corporate governance guidelines for public companies under applicable
Canadian securities legislation and the rules of the NYSE-MKT to ensure transparency and accountability to shareholders. The current Board is
comprised of 6 individuals, 4 of whom are neither executive officers nor employees of the Company and are independent of management. The
Company has also established five standing committees, being audit committee, the compensation committee, the corporate governance
committee, the nomination committee and the technical committee. The Company’s audit, compensation and corporate governance committees
are each comprised of 3 directors, all of whom are independent of management. The Company's nominating committee is comprised of 3
directors, 2 of whom are independent of management and one who is an executive officer of the Company. The Company's technical
committee is comprised of 4 individuals including the Company’s Vice-President, Exploration and a representative of OceanaGold. See “
Overall Performance - Corporate Activities ” above for details regarding OceanaGold’s right to appoint one representative to the Company’s
technical committee.
Internal Control over Financial Reporting Procedures
National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“ NI 52-109 ”) of the Canadian Securities
Administrators (“ CSA ”) requires the Company to issue concurrently with the filing of its annual and interim filings a “Certification of Annual
Filings” and “Certification of Interim Filings”, respectively (each a “ Certification ”). The Certification requires the Company’s Chief
Executive Officer and Chief Financial Officer (together the “ Certifying Officers ”) to state that they are responsible for establishing and
maintaining Disclosure Controls and Procedures (“ DC&P ”) and Internal Control Over Financial Reporting (“ ICFR ”) as defined in NI
52-109.
The Certification requires the Certifying Officers to state that they designed DC&P, or caused it to be designed under their supervision, to
provide reasonable assurance that: (i) material information relating to the Company is made known to the Certifying Officers by others; and (ii)
information required to be disclosed by the Company in reports filed with, or submitted to, securities regulatory authorities is recorded,
processed, summarized and reported within the time periods specified under Canadian securities legislation. In addition, the Certification
requires the Certifying Officers to state that they have designed ICFR, or caused it to be designed under their supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes.
In designing the Company’s ICFR, the Company has adopted the “Internal Control – Integrated Framework” issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“ COSO ”).
However, due to the inherent limitations in any control system, ICFR may not prevent or detect all misstatements and no evaluation of controls
can provide absolute assurance that DC&P will detect or uncover every situation involving the failure of persons to disclose material
information otherwise required to be set forth in periodic reports. Also projections of any evaluation of effectiveness to future periods are
subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate. The Company’s ICFR and DC&P are designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes and that material information relating to the Company is
made known to the Certifying Officers by others and that the requisite information is recorded, processed, summarized and reported within the
time periods specified under Canadian securities legislation.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -34-
The Company’s Certifying Officers evaluated, or caused to be evaluated under their supervision, the effectiveness of the Company’s DC&P
and ICFR as at December 31, 2015 and concluded, based on such evaluation, that there were no material weaknesses or significant deficiencies
in the design or effectiveness of the Company’s DC&P and ICFR at that time.
There have been no changes in the Company’s ICFR that occurred during the year ended December 31, 2015 that have materially affected, or
are reasonably likely to materially affect, the Company’s ICFR.
Other MD&A Requirements
Additional information relating to the Company may be found on SEDAR at www.sedar.com and EDGAR at www.sec.gov including, but not
limited to:

the Company’s AIF dated March 30, 2016 for the year ended December 31, 2015; and

the Company’s audited consolidated financial statements for the year ended December 31, 2015.
This MD&A has been approved by the Board effective March 30, 2016.
Gold Standard Ventures Corp. – Management Discussion and Analysis
Page -35-