UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2020

Commission File Number 001-35571

Gold Standard Ventures Corp.
(Name of Registrant)

Suite 610 - 815 West Hastings Street,
Vancouver, B.C., Canada V6C 1B4
(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [   ] Form 40-F [ X ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [   ]

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [   ] No [ X ]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-__________






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  Gold Standard Ventures Corp.
  (Registrant)
     
  By:

/s/ Glenn Kumoi

  Name:

Glenn Kumoi

  Title:

VP General Counsel & Corporate Secretary

Date: July 30, 2020






EXHIBIT INDEX

EXHIBIT 99.1 INCLUDED WITH THIS REPORT IS HEREBY INCORPORATED BY REFERENCE INTO TO THE REGISTRANT’S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-225539), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED.

Exhibit Description
   
99.1 Material Change Report dated July 23, 2020
99.2 Finance Letter Agreement dated July 16, 2020 between Gold Standard Ventures Corp and Orion Resource Partners (USA) LP



Exhibit 99.1

Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

ITEM 1. Name and Address of Company

Gold Standard Ventures Corp. (the “Company”)
Suite 610-815 West Hastings Street
Vancouver, British Columbia
V6C 1B4

ITEM 2. Date of Material Change

July 16, 2020

ITEM 3. News Release

A news release was issued and disseminated via GLOBE NEWSWIRE by the Company on July 16, 2020.

ITEM 4. Summary of Material Change

On July 16, 2020, the Company announced that it had entered into a binding letter of intent with Orion Mine Finance (“Orion“) relating to a series of transactions (the “Orion Transactions”), totaling approximately US$22.5 million.

Concurrently with the execution of the binding letter of intent, Orion has agreed to acquire CDN$1,012,385 (US$748,031) in common shares of the Company (“Gold Standard Common Shares”) through market purchases and has purchased an additional 17,662,646 Gold Standard Common Shares at CDN$1.12 per share for a total of CDN$19,782,164 (US$14.62 million) from an existing shareholder. Pursuant to the Orion Transactions, Orion has committed to purchase an additional CDN$6,950,151 (US$5,135,326) of Gold Standard Common Shares through a non-brokered private placement at CDN$1.05 per share (collectively, the “Orion Equity Investment”). Additionally, the Company and Orion will enter into a silver streaming agreement (the “Silver Streaming Agreement”) for 100% of the silver production on the Company’s South Railroad project in Nevada, U.S.A (the “South Railroad Project”) and at the Jasperoid Wash deposit, which is a limited portion of the lands owned or controlled by the Company. Finally, Orion has agreed to provide a proposal for up to US$200 million of financing support to the Company to help finance the construction of the South Railroad Project following the satisfaction of certain milestones (the “Financing Support”).

ITEM 5. Full Description of Material Change

On July 16, 2020, the Company announced that it had entered into a binding letter of intent with Orion relating to the Orion Transactions, totaling approximately US$22.5 million.

Orion Equity Investment

Pursuant to the Orion Equity Investment, Orion has agreed to purchase CDN$1,012,385 (US$748,031) of Gold Standard Common Shares through market purchases. Orion has also purchased an additional 17,662,646 Gold Standard Common Shares at CDN$1.12 per share for a total of CDN$19,782,164 (US$14.62 million) from an existing GSV shareholder. Orion has also committed to purchase an additional 6,619,191 Gold Standard Common Shares at a price per share of CDN$1.05 for aggregate proceeds of CDN$6,950,151 (US$5,135,326) to the Company.





Silver Streaming Agreement

Upon entering into the Silver Streaming Agreement, Orion will purchase 100% of the silver production from the South Railroad Project and the Jasperoid Wash deposit for the life of mine at a price of 15% of the prevailing market price for silver (the “Silver Stream”). In connection with the Silver Stream, Orion will make a deposit to the Company of US$2 million. The Silver Stream will be guaranteed by the Company and its direct and/or indirect subsidiaries that own the South Railroad Project and the Jasperoid Wash deposit.

Financing Support

Pursuant to the Financing Support, Orion has agreed to provide the Company with a term sheet to provide up to US$200 million of financing support to the Company, following the satisfaction of mutually agreed milestones, to help finance the construction of the South Railroad Project. In connection with the Financing Support, Orion shall be granted a right of first offer on any financial instrument for financing the Company including, but not limited to, streaming, royalty, prepay or offtake agreements for precious metals of the Company (each, a “Financing Transaction”). Orion’s right of first offer does not include (i) any bought or overnight marketed equity or convertible debt deal with banks or brokers, (ii) project finance, term loans or a credit facility by a bank or syndicate of banks, (iii) a marketed high yield offering underwritten by a bank, and (iv) any financing transaction with aggregate proceeds of up to US$40 million.

Closing of the Orion Transactions is subject to the execution of definitive documentation, satisfaction of conditions precedent and regulatory approvals.

ITEM 5.2. Disclosure of Restructuring Transactions

Not applicable.

ITEM 6. Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

ITEM 7. Omitted Information

There are no significant facts required to be disclosed herein which have been omitted.

ITEM 8. Executive Officer

For further information, please contact: Glenn Kumoi VP General Counsel and Corporate Secretary (778) 892-2502 glenn@goldstandardv.com

ITEM 9. Date of Report

July 23, 2020

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This material change report contains forward-looking statements, which relate to future events or future performance and reflect management’s current expectations and assumptions. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company. All statements, other than statements of historical fact, are forward-looking statements or information. Forward-looking statements or information in this material change report relate to, among other things: the completion of the Orion Transactions upon the proposed terms; the





realization of the potential benefits of the Orion Transactions; and the successful negotiation and entering into of definitive documentation by the Company with Orion.

These forward-looking statements and information reflect the Company’s current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by the Company, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. These assumptions include: expectations regarding whether the approvals for the Orion Transaction will be obtained; mineral estimates and the assumptions upon which they are based, including geotechnical and metallurgical characteristics of rock confirming to sampled results and metallurgical performance; success of the Company’s projects; prices for silver and gold remaining as estimated; and currency exchange rates remaining as estimated. The foregoing list of assumptions is not exhaustive.

The Company cautions the reader that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this material change report and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the satisfaction of the necessary conditions precedents and regulatory approvals required to complete the Orion Transactions; fluctuations in silver and gold prices; changes in laws, regulations and government practices in the United States, and the additional risks identified in our filings with Canadian securities regulators on SEDAR in Canada (available at www.sedar.com) and with the SEC on EDGAR (available at www.sec.gov/edgar.shtml). Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Investors are cautioned against undue reliance on forward-looking statements or information. These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, the Company does not assume any obligation to update or revise them to reflect new events or circumstances.



Exhibit 99.2

Exhibit 99.2

Orion Resource Partners (USA) LP
[address redacted]

July 16, 2020

Gold Standard Ventures Corp.
Suite 610
815 West Hastings Street
Vancouver, BC
V6C 1B4

Attention: Jonathan Awde

GSV Financing Letter Agreement

Ladies and Gentlemen:

You have advised Orion Mine Finance and the undersigned (“Orion”, “we” or “us”) that Gold Standard Ventures Corp. (“GSV”, “you” or the “Corporation”) is seeking project development financing in respect of the development of the GSV South Railroad mineral project and related infrastructure in Elko County, Nevada, U.S.A as more particularly described in the technical report of the Corporation entitled “South Railroad Project NI 43-101 Technical Report, Updated Preliminary Feasibility Study, Elko County, Nevada” with an effective date of February 13, 2020 (collectively, the “South Railroad Project”).

Also, in connection therewith, concurrently with the execution of this Letter Agreement, Orion has agreed to support GSV by the acquisition of (i) [commercially sensitive information redacted], (ii) CDN$6,950,151 of Common Shares from treasury through a proposed Private Placement (as defined below) ((i) and (ii) together, the “Equity Investment”), and (iii) 17,662,646 outstanding Common Shares from [commercially sensitive information redacted] for approximately US$14.62 million (the “Block Acquisition”), representing in the aggregate approximately 8.41% of the issued and outstanding Common Shares.

Letter Agreement

In consideration of and subject to the foregoing, including completion of the Equity Investment and the Block Acquisition, and contingent on Orion not purchasing any other Common Shares on the date hereof, other than as specified herein, the parties agree as follows:

1.     

Provided that the Stream Agreement has been executed in accordance with Section 3 below and the ATM has been established in accordance with Section 4 below, [commercially sensitive information redacted], Orion will deliver to the Corporation a term sheet proposal in the form of equity, debt or other financing instruments for the provision of up





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to US$200 million of financing support to help finance the construction of the South Railroad Project (a “Term Sheet”). In addition to the foregoing, Orion may deliver a Term Sheet to the Corporation at any time, in its sole discretion. The Corporation shall give due consideration to such Term Sheet, but will be under no obligation to accept the transactions contemplated thereby.

2.     

Right of First Offer

 

 
  (a)     

Neither the Corporation nor any of its affiliates will enter into any definitive agreements in respect of the financing of the Corporation or the South Railroad Project including, but not limited to, streaming, royalty, prepay or offtake agreements for precious metals of the Corporation (each, a “Financing Transaction”), except in compliance with the terms and conditions set forth herein.

   

 
  (b)     

If at any time from the closing of the Block Acquisition until 24 months after the Corporation obtains all material permits and planning approvals to construct the South Railroad Project (the “ROFO Period”), the Corporation proposes to solicit, negotiate or enter into an agreement, arrangement or understanding with respect to any Financing Transaction with any other party (the “Financing Offer”), then before doing so, the Corporation shall immediately notify Orion of the Financing Offer, including the financial and other terms and conditions of such Financing Offer, provided the obligation to disclose the identity of the proposed counterparties will be subject to the Corporation’s compliance with any applicable confidentiality agreement or confidentiality obligations in effect as of the date hereof (the “Transaction Notice”).

   

 
  (c)     

At any time prior to the expiration of [commercially sensitive information redacted] following Orion’s receipt of the Transaction Notice (the “ROFO Exercise Period”), Orion or any of its affiliates (collectively referred to as the “Orion Group” in this Section 2) shall have the right to either (A) accept the Corporation’s offer to enter into a Financing Transaction described in the Transaction Notice (“Corporation Transaction Offer”); or (B) make an offer to the Corporation to enter into a Financing Transaction with a member of the Orion Group (an “Orion Transaction Offer”).

   

 
  (d)     

During the ROFO Exercise Period, the Corporation will negotiate exclusively with the Orion Group with respect to the provision of the proposed financing as contemplated in the Financing Offer and, upon request by Orion, the Corporation will promptly provide all information and materials to the Orion Group that they reasonably require to evaluate the Financing Offer during the ROFO Exercise Period and any subsequent negotiation period.

   

 
  (e)     

If a member of the Orion Group accepts the Corporation Transaction Offer or the Corporation accepts the Orion Transaction Offer, the Corporation will immediately decline the Financing Offer and the parties will use their commercially reasonable efforts, acting in good faith, to promptly, and in any event within [commercially





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sensitive information redacted], enter into definitive agreements in respect of the Financing Transaction with such member of the Orion Group.

  (f)     

Provided that the Corporation has complied with this Section 2 and either the Orion Group has not accepted the Corporation Transaction Offer or has delivered an Orion Transaction Offer which the Corporation has not accepted, at any time during the [commercially sensitive information redacted] period following the earlier of expiration of the ROFO Exercise Period, the rejection by Orion of the Corporation Transaction Offer without making an Orion Transaction Offer or the rejection by the Corporation of an Orion Transaction Offer, the Corporation may solicit, negotiate, and enter into definitive agreements for the same Financing Transaction with such counterparty that made the Financing Offer that is on terms and conditions that are no more favourable to any such party, and no less favourable to the Corporation than the terms and conditions as the Financing Offer or the Orion Transaction Offer, as applicable. If definitive agreements are not entered into within such [commercially sensitive information redacted] period with respect to the Financing Offer, the Financing Offer will be subject to this Section 2 as if it were a new offer.

   

 
  (g)     

Following such [commercially sensitive information redacted] period referred to above, (i) any new or renewed Financing Offer or (ii) any amended Financing Offer that is less favourable to the Corporation, within the 24 month period described herein, will be subject to the provisions of this Section 2 as if it were a new offer.

   

 
  (h)     

Notwithstanding anything contained herein, the right of first offer in this Section 2 shall not apply to (i) an equity or convertible debt bought or overnight marketed deal by banks or brokers; (ii) project finance or term loan or a credit facility by a bank or syndicate of banks; (iii) a marketed high yield offering underwritten by a bank; or (iv) any financing transaction with aggregate proceeds of up to US$40,000,000.

   

 
3.     

Orion and GSV shall use commercially reasonable efforts and negotiate in good faith to enter into a streaming agreement (the “Stream Agreement”) on the terms and conditions set forth on Schedule A hereto prior to [commercially sensitive information redacted], and such negotiations shall be exclusive between Orion and GSV for a period not to exceed [commercially sensitive information redacted] from the date hereof. In addition to the right of first offer contained in Section 2 hereof, GSV shall negotiate exclusively with Orion with respect to any streaming, royalty, prepay or offtake agreements until the earlier of [commercially sensitive information redacted].

 

 

4.     

Not later than [commercially sensitive information redacted], GSV will have used commercially reasonable efforts to close a non-brokered private placement to issue 6,619,191 Common Shares to Orion at a price per Common Share of CDN$1.05 (the “Private Placement”).

 

 
5.     

Termination Fee





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In the event of a breach of Section 2 hereof, you agree to immediately pay (or cause to be paid) to us a transaction fee equal to [commercially sensitive information redacted], which will be Orion’s sole remedy in the event of a breach of Section 2 hereof.

6. Expenses

In addition to any amounts payable under Sections 3 and 5 hereof, all reasonable documented out of pocket due diligence expenses, including but not limited to reasonable and documented legal and mining consultants’ costs, incurred by Orion in connection with this Letter Agreement or the Stream Agreement as well as all reasonable and documented out of pocket costs associated with the drafting of any agreements, including the Stream Agreement, will be for the account of the Corporation and shall be payable by the Corporation within 10 days of the Corporation receiving an invoice from Orion, subject to a cap of [commercially sensitive information redacted] on all legal costs incurred by Orion. All reasonable efforts will be made to keep these costs to a minimum. For greater certainty, any expense reimbursement in connection with transactions contemplated under a Term Sheet will be separately addressed in such Term Sheet or definitive documentation relating thereto.

7. Term Sheet and Definitive Agreements

You acknowledge and agree that this Letter Agreement shall not constitute or give rise to any obligation of Orion or the Corporation to provide or arrange any financing; such an obligation will arise only to the extent provided for in definitive agreements between the parties.

8. Governing Law; Submission to Jurisdiction

This Letter Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the laws of Canada applicable therein. Both parties hereby submit to the exclusive jurisdiction of the courts of the Province of Ontario in connection with any dispute related to this Letter Agreement or any matters contemplated hereby, agree that all claims with respect to such action or proceeding may be heard and determined in any such court, waive the defence of any inconvenient forum to any such court, agree that a final judgement in any such action or proceeding shall be conclusive and may be enforced in another jurisdiction by suit on the judgement or in any other manner provided by law, and consent to service of process by mailing or delivering a copy of such process to such party at its address set forth on the first page hereof and agree that such service shall be effective when sent or delivered. The parties agree that any breach of this Letter Agreement may cause the non-breaching party irreparable harm for which damages are not an adequate remedy. The parties agrees that, in the event of any such breach, in addition to other remedies at law or in equity that the non-breaching party might have, that the non-breaching party shall be entitled to seek injunctive relief, including specific performance.

9. General

This Letter Agreement shall not be assignable by any party hereto without the prior written consent of the other party, and any attempted assignment shall be void and of no effect; provided, however, we may assign our rights hereunder, in whole or in part, to any of our affiliates (including any fund managed by us or our affiliates). This Letter Agreement may not be amended





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or any provision hereof waived or modified except by an instrument in writing signed by each of the parties hereto. Any notice given pursuant to this Letter Agreement shall be sent by e-mail (to [email redacted] in the case of Orion and [email redacted] in the case of the Corporation) or registered mail or hand delivered in writing at the addresses specified on the first page hereof. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Letter Agreement by facsimile transmission or in “pdf” or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Letter Agreement.

[Remainder of this page intentionally left blank]





If the foregoing correctly sets forth our understanding, please indicate your acceptance of the terms hereof by signing in the appropriate space below, and returning to us executed counterparts hereof, whereupon this Letter Agreement shall become a binding agreement between you and us.

Yours sincerely,

ORION MINE FINANCE FUND III LP, by its general partner, ORION MINE FINANCE GP III LP, by its general partner, ORION MINE FINANCE GP III LLC

By: (signed) Oskar Lewnowski
Name: Oskar Lewnowski
Title: CIO

Accepted and agreed to as of the date first written above.

GOLD STANDARD VENTURES CORP.

By: (signed) Jonathan Awde
Name: Jonathan Awde
Title: CEO and President

[Letter Agreement Signature Page]





Schedule A

[commercially sensitive information redacted]