UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The Statement on Schedule 13D filed on January 3, 2012 by FCMI Parent Co. (“FCMI”), Albert D. Friedberg and the Nancy Friedberg Family Trust (the “Friedberg Trust” and, collectively with FCMI and Mr. Friedberg, the “Filing Persons”), as amended by Amendment No. 1 dated June 12, 2012 and filed June 13, 2012 and Amendment No. 2 dated and filed June 27, 2012 (as so amended, the “Statement”), relating to the common stock, no par value per share (the “Common Stock”) of Gold Standard Ventures Corp., a corporation organized under the laws of British Columbia, Canada (the “Issuer”), is hereby further amended with respect to the matters set forth below in this Amendment No. 3. Capitalized terms not otherwise defined herein have the meanings set forth in the Statement. Except as provided herein, this Amendment does not modify any of the information previously reported on the Statement.

The information set forth in Item 2 of the Schedule 13D with respect to the officers and directors of FCMI is hereby amended and restated in its entirety as follows:

The sole directors of FCMI are Mr. Friedberg and Mr. Dan Scheiner, and the sole officers of FCMI are Mr. Friedberg, President, and Mr. Scheiner, Vice President. Information regarding Mr. Friedberg is set forth in the Schedule 13D as originally filed. Mr. Scheiner is a Canadian citizen. His principal occupation is as counsel to Friedberg Mercantile Group (“FMC”), a Canadian broker-dealer and part of the Friedberg group of companies. FMG’s principal business office is at Suite 250, Brookfield Place, 181 Bay Street, Toronto, Ontario, Canada M5J 2T3.

Item 3 of the Schedule 13D is hereby amended by the addition of the following:

The purchase price for the 1,944,444 Units of the Issuer’s securities, each Unit consisting of one share of the Issuer’s Common Stock and one-half of a common stock purchase warrant (the “Units”) purchased by FCMI in the Issuer’s private placement and reported in this Amendment No. 3 was CDN$0.72 per Unit, for a total purchase price of CDN$1,399,999.68. FCMI acquired the funds utilized to purchase such Units from its working capital, including funds received as intercompany loans and advances from its wholly-owned subsidiary, FCMI Financial Corporation.

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

FCMI purchased the 1,944,444 Units for investment and to provide financing, together with other investors in the Issuer’s private placement, for the Issuer’s Pinion Acquisition described in the Issuer’s press release filed with its Form 6-K Report on January 29, 2014.

FCMI purchased the Units pursuant to a Subscription Agreement between FCMI and the Issuer (the “2014 Subscription Agreement”), dated as of March 4, 2014 (the “Closing Date”). The 2014 Subscription Agreement contains, among other provisions, certain representations and warranties by the parties customarily included in agreements of this type, including representations and warranties by FCMI as to its non-U.S. status made to support the Issuer’s offer and sale of the Units to FCMI without registration under the U.S. Securities Act of 1933, as amended (the “1933 Act”), as well as representations and warranties with respect to its status as an “accredited investor” under Canadian securities laws. The Issuer made certain representations and warranties with respect to, among other matters, its business, the accuracy of and absence of any misrepresentations in the reports and other documents that the Issuer has filed with the certain Canadian provincial securities commissions, the TSX Venture Exchange, the U.S. Securities and Exchange Commission and The New York Stock Exchange, and the fair representation in all material respects of the Issuer’s financial condition and results of operations in the financial statements included in the foregoing filings. FCMI also acknowledged its understanding of and agreement to comply with resale restrictions on the Units and the shares and warrants comprising the Units under the 1933 Act and applicable Canadian securities laws. The 2014 Subscription Agreement also provides that the purchasers, including FCMI, will have the benefit of the representations and warranties made by the Issuer in the Agency Agreement between the Issuer and the placement agents for the Issuer’s private placement.

Each Unit purchased by FCMI in the private placement includes one-half a stock purchase warrant (the “Warrants”). The Warrants were issued in uncertificated form pursuant to a Warrant Indenture between the Issuer and Computershare Trust Company of Canada, as Warrant Agent. Each whole Warrant is exercisable to acquire one share of Common stock (the “Warrant Shares”) at an initial exercise price of CDN$1.00 per Warrant Share. The Warrants do not provide for “cashless exercise.” The Warrants are exercisable at any time from the Closing Date of the private placement until 4:30 p.m. (Pacific time) on the earlier of (i) 24 months following the Closing Date and (ii) the 30th day following notice from the Issuer that the closing price of the Issuer’s Common Stock on the TSX Venture Exchange was equal to or exceeded CDN$1.35 for a period of 15 consecutive trading days (an “Acceleration Event”). Upon occurrence of an Acceleration Event and delivery of such notice (which is at the option of the Issuer), the expiration date of the Warrants will be accelerated to the date that is 30 days following the Issuer’s notice. The number of Warrant Shares issuable and the Warrant exercise price are subject to adjustment in certain events, including the subdivision, consolidation, change or reclassification of the Common Stock, the issuance of Common Stock by way of stock dividends other than dividends paid in the ordinary course, and the distribution to all or substantially all holders of Common Stock of rights entitling them to subscribe for or purchase Common Stock. Shares of Common Stock issued upon exercise of the Warrants are not entitled to any cash or stock dividends or any other distributions paid by the Issuer, or declared by the Issuer but unpaid, prior to the time of exercise. The Warrants are separately transferable from the Common Stock included in the Units, subject to compliance with applicable securities laws.

As part of the Filing Persons’ continuing evaluation of, and preservation of the value of, their investment in the securities of the Issuer, the Filing Persons may engage in discussions with and submit inquiries to and may respond to inquiries from, various persons, including, without limitation, the Issuer’s Board of Directors, management, other shareholders of the Issuer and other relevant parties concerning matters with respect to the Issuer and the Filing Persons’ investment in the Issuer’s securities, including, without limitation, the business, operations, governance, management, strategy and future plans of the Issuer. Depending on various factors, including the Issuer’s financial position and strategic direction, the outcome of the matters referenced above, actions taken by the Issuer’s Board of Directors, the market price of the Common Stock, other investment opportunities available to the Filing Persons, conditions in the securities markets and general economic and industry conditions, the Filing Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters referred to in this Item 4 of Schedule 13D and may, from time to time, acquire or cause affiliates to acquire additional Common Stock of the Issuer, dispose of some or all of their Common Stock of the Issuer (subject to applicable securities laws and FCMI’ s undertaking to comply with such laws in the 2014 Subscription Agreement), or cause affiliates to dispose of some or all of their Common Stock of the Issuer, and/or continue to hold the Common Stock of the Issuer.

Except as described herein, the Filing Persons do not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Filing Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

The foregoing descriptions of the 2014 Subscription Agreement, the Warrants and the Warrant Indenture in this Item 4 are qualified in their entirety by reference to the full text of said agreements, which constitute exhibits to this Schedule 13D and have been filed with the United States Securities and Exchange Commission.

Item 5 of the Schedule 13D is hereby amended and restated to read as follows:

On the date of this Schedule 13D (Amendment No. 3), the Filing Persons are the beneficial owners of a total of 15,690,966 shares of Common Stock, representing approximately 13.8% of the Issuer’s outstanding Common Stock. Such beneficial ownership percentage has been calculated in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934 as a percentage of 113,717,335 shares outstanding, consisting of 91,756,618 shares outstanding as of January 31, 2014, as represented to by the Issuer in the 2014 Subscription Agreement, plus (i) 15,488,495 shares issued in the private placement, (ii) 972,222 Warrant Shares issuable upon exercise of the Warrants owned by FCMI, and (iii) 5,500,000 shares of Common Stock deliverable by the Issuer in partial payment of the purchase price for the Pinion Acquisition, as described in the Issuer’s press release issued on March 5, 2014 (the “March 5 Release”). The number of shares and the percentage of Common Stock beneficially owned by each Filing Person are as follows:

All shares reported as beneficially owned by FCMI and the Friedberg Trust are presently outstanding, other than the Warrant Shares. Mr. Friedberg, directly and through his control over FCMI shares held by members of his family and trusts for the benefit of members of his family, may be considered the sole beneficial owner of all of the Common Stock owned by FCMI. Except for such beneficial ownership by Mr. Friedberg, none of the directors or officers of FCMI beneficially own any Common Stock.

Mrs. Friedberg, as sole Trustee of the Friedberg Trust, may be deemed the beneficial owner of the Common Stock held by the Friedberg Trust. Except for such beneficial ownership in her capacity as sole trustee of the Friedberg Trust, Mrs. Friedberg does not beneficially own any Common stock.

On March 4, 2014, FCMI purchased 1,944,444 Units from the Issuer in the Issuer’s private placement, at a purchase price of CDN$0.72 per Unit, for a total purchase price of CDN$1.399,999.68. Each Unit consists of one share of the Issuer’s Common Stock and one-half of a stock purchase warrant. Except for such purchase, none of the filing persons and none of the officers and directors of FCMI has effected any transactions in the Common Stock in the 60 days preceding the filing of this Amendment No. 2.

Item 6 of the Schedule 13D is hereby amended by the addition of the following:

For descriptions of the 2014 Subscription Agreement, the Warrants and the Warrant Indenture, see Item 4 above. Subject to the last paragraph of Item 4 of this Schedule 13D (Amendment No. 3), such descriptions are incorporated herein by reference in their entirety in response to this Item 6. Except for the 2014 Subscription Agreement and the Warrants, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) presently in effect among the Filing Persons or between any of the Filing Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. FCMI’s rights to participate pro rata in equity financings undertaken by the Issuer and to designate a member of the Issuer’s Board of Directors pursuant to the Subscription Agreement dated March 1, 2011 between FCMI and the Issuer expired in March 2013.

Signatures

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: March 10, 2014

Exhibit 99.5

SUBSCRIPTION AGREEMENT

A completed and originally executed copy of this Subscription Agreement, the Corporate Placee Registration Form attached as Schedule A (if the Purchaser is a corporation, trust, portfolio manager or other entity and the Purchaser will hold more than 5% of the issued and outstanding common shares of Gold Standard Ventures Corp. upon completion of the Offering (as defined below) and the Purchaser has not previously filed a Corporate Placee Registration Form with the TSX Venture Exchange or such form filed with the TSX Venture Exchange is not current), the Canadian Accredited Investor Status Certificate attached as Schedule B (if the Purchaser is a resident of Canada) and the U.S. Accredited Investor Status Certificate attached as Schedule C (if the Purchaser is a U.S. Purchaser as defined herein) must be delivered no later than 5:00 p.m. (Eastern time) on February 25, 2014 to:

Macquarie Capital Markets Canada Ltd., Brookfield Place, 181 Bay Street, Suite 3100, Toronto, Ontario, M5J 2T3

Attention:  Linda Lang (email: linda.lang@macquarie.com; telephone: 416.848.3603; facsimile: 416.848.3593)

The securities being subscribed for hereunder have not been registered for offer or sale under applicable securities laws in canada or the united states and may not be offered or sold by a purchaser in canada or the united states unless registered under such securities laws or an exemption from the prospectus and registration requirements thereof is available.

Alternate Registration Instructions for Certificates: If other than in the name of the Purchaser:

Delivery Instructions: The name and address (including contact name and telephone number) of the person to whom the certificates representing the securities purchased hereunder are to be delivered, if other than the Purchaser:

1.                            Subscription. The undersigned (the “Purchaser”) hereby tenders to Gold Standard Ventures Corp. (the “Company”) this subscription offer which, upon acceptance by the Company, will constitute an agreement (the “Subscription Agreement”) of the Purchaser with the Company to purchase from the Company and, on the part of the Company, to sell to the Purchaser, the number of Units (as defined below) set out on page 1 hereof (collectively, the “Purchased Securities”) at the price (the “Purchase Price”) of Cdn.$0.72 per Unit, all on the terms and subject to the conditions set forth in this Subscription Agreement.

2.                            Agency Agreement. The Purchaser acknowledges that the Purchased Securities will be issued in connection with the creation and issue of an aggregate of approximately 13,888,890 Units (and an agents’ option (the “Agents’ Option”) exercisable by the Agents to sell up to an additional 2,083,334 Units) for an aggregate subscription price of approximately Cdn.$10 million (or Cdn.$11.5 million if the Agent’s Option is exercised in full) to be sold by the Company (the “Offering”) pursuant to an agreement (the “Agency Agreement”) to be dated on or before the Closing Date (as defined below) between Macquarie Capital Markets Canada Ltd. (the “Lead Agent”), Medalist Capital Ltd., TD Securities Inc. and National Bank Financial Inc. (collectively with the Lead Agent, the “Agents”) and the Company. The Agents have agreed to use commercially reasonable efforts to sell the Units in the Offering. By its acceptance of this offer, the Company covenants, agrees and confirms that the Purchaser will have the benefit of all of the representations, warranties, covenants and conditions provided to or for the benefit of the Agents under the Agency Agreement in addition to the representations, warranties, covenants, agreements, terms and conditions set forth hereunder.

In addition, the Purchaser acknowledges that the definitive terms and conditions of the Warrants (as defined below) will be set forth in the Warrant Indenture (as defined below).

3.                            Definitions. In this Subscription Agreement, unless the context otherwise requires:

securities of an issuer carrying more than 10% of the voting rights attached to all the Company’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person as underwriter in the course of a distribution;

All other capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agency Agreement.

4.                            Warrant Indenture. The Warrants will be represented and governed by the Warrant Indenture, which will contain provisions to the following effect:

5.                            Delivery and Payment. The Purchaser agrees that the following shall be delivered to the Lead Agent at the address and by the date and time set out on the face page hereof, or such other time, date or place as the Agents may advise:

The Purchaser acknowledges and agrees that such undertakings, questionnaires and other documents, when executed and delivered by the Purchaser, will form part of and will be incorporated into this Subscription Agreement with the same effect as if each constituted a representation and warranty or covenant of the Purchaser hereunder in favour of the Company, the Agents and the U.S. Affiliates. The Purchaser consents to the filing of such undertakings, questionnaires and other documents as may be required to be filed with the Stock Exchange or other securities regulatory authority in connection with the transactions contemplated hereby. The Purchaser acknowledges and agrees that this offer, the aggregate Purchase Price and any other documents delivered in connection herewith will be held by the Agents until such time as the conditions referred to in section 8 below are satisfied by the Company or waived by the Lead Agent, on behalf of the Agents.

6.                            Closing. The transactions contemplated hereby will be completed at the Closing at the offices of Borden Ladner Gervais LLP in Vancouver, British Columbia.

The Purchaser acknowledges that the Purchased Securities will be available for delivery to it (unless the Purchased Securities are delivered by book-entry form only) at the Closing against payment of the amount of the aggregate Purchase Price for the Purchased Securities.

At the discretion of the Lead Agent, the Purchased Securities may be registered in the name of CDS & Co. and represented by a book entry global certificate or on an uncertificated basis through an electronic book entry system notwithstanding the registration instruction provided on page 1 of this Subscription Agreement, provided that if the Purchaser is a U.S. Purchaser, the Purchaser will receive a definitive physical certificate representing its interest in the Purchased Securities.

In the event the Purchased Securities are represented at Closing through a book-based system, the ability of the Purchaser to pledge such shares or otherwise take action with respect to the Purchaser’s interest in such shares may be limited due to the lack of the shares being evidenced by physical certificates in the name of the Purchaser.

The Lead Agent, on behalf of the Agents, is hereby irrevocably appointed as the Purchaser’s agent to represent the Purchaser at the Closing for the purpose of all matters relating to this Offering and this Subscription Agreement and deliveries of documents and Purchased Securities and is hereby authorized by the Purchaser for and on behalf of the Purchaser, to extend such time periods, modify or waive such conditions as may be contemplated herein or in the Agency Agreement or, in its absolute discretion, as it deems appropriate. Without limiting the generality of the foregoing, the Lead Agent, on behalf of the Agents, is specifically and exclusively authorized to:

In addition, the Purchaser acknowledges and agrees that the Lead Agent, on behalf of the Agents, is entitled to exercise or not to exercise, in their absolute discretion, the rights of termination in the Agency Agreement.

The Purchaser will take up, purchase and pay for the Purchased Securities at the Closing upon acceptance of this offer by the Company and the satisfaction by the Company, or waiver on behalf of the Purchaser by the Lead Agent (on behalf of the Agents) of the conditions referred to in section 8 below.

7.                            Representations, Warranties and Covenants of the Company. By accepting this offer, the Company represents and warrants to the Purchaser as follows:

The Company covenants and agrees with the Purchaser that the Company will comply with all filing and other disclosure requirements under Securities Laws with respect to the Offering.

In addition, the Company agrees that the Purchaser will have the benefit of all the representations, warranties and covenants given by the Company in the Agency Agreement and further agrees that all such representations, warranties and covenants will be deemed to be incorporated herein with such changes as are necessary in order to reflect that such representations, warranties and covenants are being made by the Company to the Purchaser. The Company acknowledges that the Purchaser is relying on the representations and warranties contained in this Subscription Agreement and in the Agency Agreement in entering into this Subscription Agreement.

8.                            Conditions of Closing. The obligations of the Purchaser to complete the purchase of the Units as contemplated hereby shall be conditional upon:

The Purchaser acknowledges and agrees that as the sale of the Purchased Securities will not be qualified by a prospectus, such sale is subject to the condition that the Purchaser (or, if applicable, any others for whom the Purchaser is contracting hereunder) sign and return to the Company, the Agents or the U.S. Affiliates all relevant documentation required by applicable securities laws and the rules, regulations and policies of the Stock Exchange. The Purchaser acknowledges and agrees that the Company may be required to provide to the applicable securities regulatory authorities and to the Stock Exchange a list setting forth the identities of the beneficial purchasers of the Purchased Securities. Notwithstanding that the Purchaser may be purchasing Units as an agent on behalf of an undisclosed principal, the Purchaser agrees to provide, on request and only if required by law, particulars as to the identity of such undisclosed principal as may be required by the Agents, the U.S. Affiliates or the Company in order to comply with the foregoing. In addition, the Purchaser acknowledges that none of the Purchased Securities will be or have been registered under the U.S. Securities Act or applicable state securities laws.

9.                            Acceptance or Rejection. The Company will have the right to accept or reject this offer in whole or in part at any time at or prior to the Closing Time. The Purchaser acknowledges and agrees that the acceptance of this offer will be conditional upon the sale of the Purchased Securities to the Purchaser being exempt from any registration, prospectus or offering memorandum requirements of all applicable Securities Laws and the equivalent provisions of securities laws of any other applicable jurisdiction. The Company will be deemed to have accepted this offer upon the Company’s execution of the acceptance form at the end of this Subscription Agreement and the delivery at the Closing of the certificates representing the Purchased Securities to or upon the direction of the Lead Agent in accordance with the provisions hereof.

10.                          Purchaser’s Representations and Warranties. The Purchaser (on its own behalf and, if applicable, on behalf of each person on whose behalf the Purchaser is contracting) represents and warrants to the Company, the Agents and the U.S. Affiliates (and acknowledges that the Company, the Agents and the U.S. Affiliates are relying thereon), as representations and warranties that are true as of the date of this offer and will be true as of the Closing Date, that:

The Purchaser acknowledges and agrees that the foregoing representations and warranties are made by it with the intention that they may be relied upon in determining its eligibility or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Purchased Securities under relevant securities legislation. The Purchaser further agrees that by accepting delivery of the Purchased Securities on the Closing Date, it shall be representing and warranting that the foregoing representations and warranties are true and correct as at the Closing Date with the same force and effect as if they had been made by the Purchaser at the time of the Closing and that they shall survive the purchase by the Purchaser of the Purchased Securities and shall continue in full force and effect notwithstanding any subsequent disposition by the Purchaser of the Purchased Securities. The Purchaser undertakes to notify the Company immediately of any change in any representation, warranty or other information relating to the Purchaser set forth herein which takes place prior to the Closing Time.

11.                          No Investigation by Agent. The Purchaser acknowledges and agrees that the Agents and the U.S. Affiliates assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any publicly available information concerning the Company or as to whether all information concerning the Company required to be disclosed by the Company has been generally disclosed.

12.                          Fee to the Agent. The Purchaser understands that, in connection with the issue and sale of the Units, the Agents and the U.S. Affiliates will receive from the Company, at Closing, a cash fee in the aggregate amount equal to 6.0% of the gross proceeds received by the Company from the sale of the Units as contemplated in the Agency Agreement.

13.                          Purchaser’s Expenses. The Purchaser acknowledges and agrees that except as otherwise provided herein or in the Agency Agreement, all costs and expenses incurred by the Purchaser (including any fees and disbursements of special counsel retained by the Purchaser) relating to the purchase of the Units shall be borne by the Purchaser.

14.                          Resale Restrictions. The Purchaser understands and acknowledges that the Securities will be subject to certain resale restrictions under applicable Securities Laws and the Purchaser agrees to comply with such restrictions. The Purchaser also acknowledges that it has been advised to consult its own legal advisors with respect to applicable resale restrictions and that it is solely responsible (and none of the Company, the Agents or the U.S. Affiliates are in any manner responsible) for complying with such restrictions.

For purposes of complying with applicable Securities Laws and National Instrument 45-102 Resale of Securities, the Purchaser understands and acknowledges that all certificates or ownership statements issued under a direct registration system or other electronic book-entry system representing the Common Shares and Warrants (and Warrant Shares if issued prior to the date that is four months and one day after the Closing Date), as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall bear the following legends:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE ●, 2014.”

and, only if the Purchaser is either: (i) a director, officer or Promoter (as defined under Policy 1.1 of the corporate finance manual of the TSXV) of the Company; or (ii) a Person (as defined under Policy 1.1. of the corporate finance manual of the TSXV) that will hold securities carrying more than 10% of the voting rights attached to the Company’s securities both immediately before and after the transaction in which securities are issued, and who have elected or appointed or have the right to elect or appoint one or more directors or senior officers of the Company:

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL ●, 2014.”;

in each case with the ● completed to reflect a date that is four months plus one day following the Closing Date.

15.                          Legal and Tax Advice. The Purchaser acknowledges and agrees that it is solely responsible for obtaining such legal advice and tax advice as it considers appropriate in connection with the execution, delivery and performance by it of this Subscription Agreement and the completion of the transactions contemplated hereby.

16.                          No Statutory Right of Rescission or Damages; Additional Acknowledgements. The Purchaser acknowledges and agrees that:

17.                          No Revocation. The Purchaser agrees that this offer is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Purchaser without the consent of the Company. Further, the Purchaser expressly waives and releases the Company, the Agents and the U.S. Affiliates from all rights of withdrawal or rescission to which the Purchaser might otherwise be entitled pursuant to the Securities Laws.

18.                          Indemnity. The Purchaser agrees to indemnify and hold harmless the Company, the Agents and the U.S. Affiliates and their respective directors, officers, affiliates, employees, agents, advisers and shareholders from and against any and all loss, liability, claim, damage and expense (including, but not limited to, any and all fees, costs and expenses reasonably incurred in investigating, preparing or defending against any claim, law suit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein or in any document furnished by the Purchaser to the Company, the Agents or the U.S. Affiliates in connection herewith being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser herein.

19.                          Collection of Personal Information.

Administrative Support Clerk

Ontario Securities Commission

Suite 1903, Box 55, 20 Queen Street West

Toronto, Ontario M5H 3S8

Telephone: 416-593-3684

Facsimile: 416-593-8252.

20.                          Modification. Subject to the terms hereof, neither this Subscription Agreement nor any provision hereof shall be modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

21.                          Assignment. The terms and provisions of this Subscription Agreement shall be binding upon and enure to the benefit of the Purchaser, the Company and their respective heirs, executors, administrators, successors and assigns; provided that this Subscription Agreement shall not be assignable by any party without the prior written consent of the other party.

22.                          Miscellaneous. All representations, warranties, agreements and covenants made or deemed to be made by the Purchaser herein will survive the execution and delivery, and acceptance, of this offer and the Closing. This Subscription Agreement may be executed in any number of counterparts, each of which when delivered, either in original, facsimile or .pdf form, shall be deemed to be an original and all of which together shall constitute one and the same document.

23.                          Governing Law and Venue. This Subscription Agreement, any amendment, addendum, exhibit, supplement or other document relating hereto, and any and all disputes arising herefrom or related hereto, shall be governed by and construed in accordance with the internal laws of the Province of British Columbia, and the federal laws of Canada applicable therein, governing disputes occurring, and contracts made and to be performed, wholly therein, and without reference to its principles governing the choice or conflict of laws. The parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of British Columbia, sitting in the City of Vancouver, with respect to any dispute related to or arising from this Subscription Agreement.

24.                          Facsimile Subscriptions or Subscription by Other Electronic Means. The Company, the Agents and the U.S. Affiliates shall be entitled to rely on delivery by facsimile machine or other electronic means of an executed copy of this Subscription Agreement, including the completed schedules hereto, and acceptance by the Company of such copy shall be legally effective to create a valid and binding agreement between the Purchaser and the Company in accordance with the terms hereof. If less than a complete copy of this Subscription Agreement is delivered to the Company at Closing, the Company, the Agents and the U.S. Affiliates and their respective counsel are entitled to assume that the Purchaser accepts and agrees to all of the terms and conditions of the pages not delivered at Closing unaltered.

25.                          Entire Agreement and Headings. This Subscription Agreement (including the schedules hereto) contains the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein. This Subscription Agreement may be amended or modified in any respect by written instrument only. The headings contained herein are for convenience only and shall not affect the meanings or interpretation hereof.

26.                          Language. The parties hereby confirm their express wish that this Subscription Agreement and all documents relating hereto be drawn up in English only, but without prejudice to any such documents or instruments which may from time to time be drawn up in French only or in both English and French. Les parties aux présentes confirment leur volonté que le présent contrat de même que tous autres documents s’y rapportant soient rédigés en anglais seulement, mais sans préjudice cependant à tous tels documents qui pourront à l’occasion être rédigés en français seulement ou à la fois en français et en anglais.

27.                          Time of Essence. Time shall be of the essence of this Subscription Agreement.

28.                          Effective Date. This Subscription Agreement is intended to and shall take effect on the Closing Date, notwithstanding its actual date of execution or delivery by any of the parties.

IN WITNESS WHEREOF the undersigned has executed this Subscription Agreement on the 24 day of February, 2014.

ACCEPTANCE

The foregoing is acknowledged, accepted and agreed to this      4      day of                  March                  , 2014.

EXHIBIT 1

FORM OF DECLARATION FOR REMOVAL OF LEGEND

The undersigned (a) acknowledges that the sale of _______________ of GOLD STANDARD VENTURES CORP. (the ”Company”) represented by certificate no. ______________ to which this declaration relates is being made in reliance on Rule 904 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and (b) certifies that (1) it is not an “affiliate” (as defined in Rule 405 under the U.S. Securities Act) of the Company, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Toronto Stock Exchange or TSX Venture Exchange or other “designated offshore securities market” and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 of Regulation S with fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S.

SCHEDULE A

FORM 4C

CORPORATE PLACEE REGISTRATION FORM

This Form will remain on file with the Exchange and must be completed if required under section 4(b) of Part II of Form 4B. The corporation, trust, portfolio manager or other entity (the “Placee”) need only file it on one time basis, and it will be referenced for all subsequent Private Placements in which it participates. If any of the information provided in this Form changes, the Placee must notify the Exchange prior to participating in further placements with Exchange listed Issuers. If as a result of the Private Placement, the Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded that they must file a Personal Information Form (2A) or, if applicable, Declarations, with the Exchange.

* If the Control Person is not an individual, provide the name of the individual that makes the investment decisions on behalf of the Control Person.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

Dated and certified (if applicable), acknowledged and agreed, at ________________________ on __________________________________________

THIS IS NOT A PUBLIC DOCUMENT

Schedule B

CANADIAN ACCREDITED INVESTOR STATUS CERTIFICATE

In connection with the purchase of units of the Company (the “Units”) by the undersigned subscriber or, if applicable, the principal on whose behalf the undersigned is purchasing as agent (the “Subscriber” for the purposes of this Schedule B), the Subscriber hereby represents, warrants, covenants and certifies to the Company and the Agents and their respective counsel that:

IMPORTANT: PLEASE INITIAL THE APPLICABLE PROVISION IN
APPENDIX “A” ON THE NEXT PAGES

APPENDIX “A”

TO SCHEDULE B

Accredited Investor - (defined in National Instrument 45-106) means:

For the purposes hereof:

All monetary references are in Canadian Dollars.

Schedule c

U.S. ACCREDITED INVESTOR STATUS CERTIFICATE

This is Schedule C to the Subscription Agreement relating to the purchase of Units of GOLD STANDARD VENTURES CORP. Capitalized terms used but not defined in this schedule are intended to have the meanings ascribed thereto, as applicable, in the body of this Subscription Agreement.

The undersigned certifies, represents, warrants and covenants (which certifications, representations, warranties and covenants shall survive the Closing Date) to and with the Company, the Agents and the U.S. Affiliates and their respective counsel (and acknowledges that the Company, the Agents and the U.S. Affiliates and their respective counsel are relying thereon) that it, and if applicable, each person for whose account it is purchasing the Units, satisfies one or more of the categories of “accredited investor”, as such term is defined in Rule 501(a) of Regulation D, indicated below (the Purchaser must initial and mark “P” for the Purchaser and “BP” for each beneficial purchaser, if any, on the appropriate line(s)):

The Purchaser undertakes to notify the Company, the Agents and the U.S. Affiliates immediately of any change in any representation, warranty or other information relating to the Purchaser set forth herein which takes place prior to the Closing Date.

All monetary references in this Schedule C are in United States dollars.

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