0000912282-15-000182.txt : 20150602 0000912282-15-000182.hdr.sgml : 20150602 20150601210514 ACCESSION NUMBER: 0000912282-15-000182 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150602 DATE AS OF CHANGE: 20150601 GROUP MEMBERS: 1015776 B.C. LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gold Standard Ventures Corp. CENTRAL INDEX KEY: 0001321847 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86433 FILM NUMBER: 15905161 BUSINESS ADDRESS: STREET 1: SUITE 610 STREET 2: 815 WEST HASTINGS STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 1B4 BUSINESS PHONE: 604-669-5702 MAIL ADDRESS: STREET 1: SUITE 610 STREET 2: 815 WEST HASTINGS STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 1B4 FORMER COMPANY: FORMER CONFORMED NAME: Devonshire Resources Ltd. DATE OF NAME CHANGE: 20071102 FORMER COMPANY: FORMER CONFORMED NAME: Ripple Lake Diamonds Inc. DATE OF NAME CHANGE: 20050325 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OceanaGold Corp CENTRAL INDEX KEY: 0001487326 IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: LEVEL 5, 250 COLLINS STREET CITY: MELBOURNE, VIC STATE: C3 ZIP: 3000 BUSINESS PHONE: 61 3 9656 5300 MAIL ADDRESS: STREET 1: LEVEL 5, 250 COLLINS STREET CITY: MELBOURNE, VIC STATE: C3 ZIP: 3000 SC 13G 1 oceana13g_060115.htm oceana13g_060115.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 19341
(AMENDMENT NO. 3)
 

GOLD STANDARD VENTURES CORP.
(Name of Issuer)



Common Shares
(Title of Class of Securities)



380738104
(CUSIP Number)


May 20, 2015
(Date of Event Which Requires Filing of This Statement)

 
Check the Appropriate box to designate the rule pursuant to which this schedule is filed:
 
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
 
 
 
1
The information required in 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 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).
 

 
 
 
CUSIP No. 380738104
13G
Page 2 of 8 Pages

 
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
 
 
OceanaGold Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
(a)  o
(b)    o
 
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Columbia, Canada
 
5
SOLE VOTING POWER
NUMBER OF
  
0
SHARES
6
SHARED VOTING POWER
BENEFICIALLY
  
24,997,661
OWNED BY
7
SOLE DISPOSITIVE POWER
EACH
  
0
REPORTING
8
SHARED DISPOSITIVE POWER
PERSON WITH
  
24,997,661
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
24,997,661
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
14.9%*
*Percentage was calculated based on 142,771,878 outstanding common shares of the issuer as of May 20, 2015.
12
TYPE OF REPORTING PERSON*
 
CO

 
 
 
CUSIP No. 380738104
13G
Page 3 of 8 Pages

 
 
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
 
 
1015776 B.C. Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
(a)  o
(b)    o
 
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Columbia, Canada
 
5
SOLE VOTING POWER
NUMBER OF
  
0
SHARES
6
SHARED VOTING POWER
BENEFICIALLY
  
24,997,661
OWNED BY
7
SOLE DISPOSITIVE POWER
EACH
  
0
REPORTING
8
SHARED DISPOSITIVE POWER
PERSON WITH
  
24,997,661
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
24,997,661
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
14.9%*
*Percentage was calculated based on 142,771,878 outstanding common shares of the issuer as of May 20, 2015.
12
TYPE OF REPORTING PERSON*
 
CO

 
 
 
CUSIP No. 380738104
13G
Page 4 of 8 Pages

 
Item 1 (a). Name of Issuer:
     
    Gold Standard Ventures Corp.
 
Item 1 (b). Address of Issuer’s Principal Executive Offices:
     
   
Suite 610 - 815 West Hastings Street
Vancouver, B.C., Canada V6C 1B4
 
Item 2 (a). Name of Person Filing:
     
   
i)  OceanaGold Corporation ("Oceana")
ii) 1015776 B.C. Ltd. ("Subsidiary")
 
This statement is being filed by and on behalf of Oceana and Subsidiary.
 
Item 2 (b). Address of Principal Business Office or, if None, Residence:
     
   
i) and ii) Level 14, 357 Collins Street, Melbourne, Victoria, 3000
 
Item 2 (c). Citizenship:
     
   
i)  British Columbia, Canada
ii) British Columbia, Canada
 
Item 2 (d). Title of Class of Securities:
     
    Common Shares
 
Item 2 (e). CUSIP Number:
     
    380738104
 
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 
(a)
  
o Broker or dealer registered under Section 15 of the Act;

 
(b)
o Bank as defined in Section 3(a)(6) of the Act;

 
(c)
o Insurance Company as defined in Section 3(a)(19) of the Act;

 
(d)
o Investment Company registered under Section 8 of the Investment Company Act;

 
(e)
o Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 
(f)
o Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);

 
(g)
o Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

 
(h)
o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 
(i)
o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940:

 
(j)
o Group, in accordance with Rule 13d-1(b)(1)(ii)(j).

 
x If this statement is filed pursuant to Rule 13d-1(c), check this box.
 
 
 
 
 
 
CUSIP No. 380738104
13G
Page 5 of 8 Pages

Item 4.
Ownership
     
 
Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.
     
  (a)
Amount beneficially owned:
     
   
See item 9 on the cover pages
     
  (b)
Percent of Class:
     
   
See item 11 on the cover pages
 
 
  (c)
Number of shares as to which such person has:
     
    (i)    Sole power to vote or to direct the vote:
       
    (ii)    Shared power to vote or to direct the vote:
       
    (iii)    Sole power to dispose or to direct the disposition of:
       
    (iv)    Shared power to dispose or to direct the disposition of:
       
   
See items 5 – 8 on cover page
 
Instruction.  For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1).

Subsidiary has direct beneficial ownership of the common shares.  Oceana, as the sole shareholder of Subsidiary, may be deemed to possess beneficial ownership of the common shares beneficially owned by Subsidiary.  As used herein, “beneficial ownership” has the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
 
Item 5.
Ownership of Five Percent or Less of a Class
     
 
If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
   
 
 
N/A
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
     
 
See Exhibit 99.2
 
Item 8.
Identification and Classification of Members of the Group
     
 
N/A
 
Item 9.
Notice of Dissolution of Group
     
 
N/A
 
 

 
 
 
CUSIP No. 380738104
13G
Page 6 of 8 Pages

 
 
Item 10.
Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
May 29, 2015
 
OCEANAGOLD CORPORATION
 
 
By:  /s/ Liang Tang                             
       Name:  Liang Tang
       Title:  Company Secretary

 
May 29, 2015
 
1015776 B.C. LTD.
 
 
By:  /s/ Liang Tang                             
       Name:  Liang Tang
       Title:  Company Secretary
 

 
 
 
CUSIP No. 380738104
13G
Page 7 of 8 Pages


Exhibit 99.1

 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Schedule 13G (including amendments thereto) with respect to the common stock of Gold Standard Ventures Corp.and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing.

Dated:  May 29, 2015
 
OCEANAGOLD CORPORATION
 
 
By:  /s/ Liang Tang                             
       Name:  Liang Tang
       Title:  Company Secretary

 
1015776 B.C. LTD.
 
 
By:  /s/ Liang Tang                             
       Name:  Liang Tang
       Title:  Company Secretary
 
 
 
 
CUSIP No. 380738104
13G
Page 8 of 8 Pages


Exhibit 99.2

 
SUBSIDIARY HOLDING THE SECURITIES BEING REPORTED UPON BY THE PARENT HOLDING COMPANY
 
1015776 B.C. Ltd. is a wholly-owned subsidiary of Oceana.