40-F/A 1 goldstandardventures40fa.htm ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 Filed by e3 Filing, Computershare 1-800-973-3274 - Gold Standard Ventures Corp - Form 40-F



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

FORM 40-F/A

Amendment No. 1

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017     Commission file number: 1-35571

Gold Standard Ventures Corp.
(Exact name of Registrant as specified in its charter)

British Columbia, Canada 1040 Not Applicable
(Province or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)  

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.
2320 Last Chance Road
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: Name of Each Exchange On Which Registered:
Common Shares, no par value NYSE AMERICAN

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:

[ X ] Annual Information Form [ X ] 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: 233,536,671 common shares (as of December 31, 2017).

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 file number assigned to the Registrant in connection with such Rule.

Yes 82- _________ No [ X ]

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 [ X ] No [   ] 





Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company [   ]

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

[   ]

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.





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.

This Amendment No. 1 (the “Amendment”) to Form 40-F of the Registrant amends the Registrant’s Form 40-F for the year ended December 31, 2017 that was filed with the Securities and Exchange Commission on March 30, 2018 (the “Original 40-F”). This Amendment does not reflect a change in the results of operations of the registrant or in any information in the Original 40-F other than to furnish Exhibit 101 to the Original 40-F, which contains the XBRL Interactive Data Files required to be submitted and posted pursuant to Rule 405 of Regulation S-T. This Amendment does not reflect events occurring after the filing of the Original 40-F or modify or update the disclosure contained therein in any way other than as required to reflect the amendment discussed above. Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, the complete text of Exhibit 101 of the Original 40-F in its entirety is attached to this Amendment.

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EXHIBIT INDEX

 

Consents  
23.1* Consent of Davidson & Company LLP
 
23.2* Consent of Michael B. Dufresne, M.Sc., P.Geol., P.Geo.
 
23.3* Consent of Steven J. Nicholls, BA.Sc., MAIG
 
23.4* Consent of Steven R. Koehler, B.Sc., QP, CPG
 
23.5* Consent of Gary Simmons
 
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, 2017
 
99.2* Audited Consolidated Financial Statements of the Company for the year ended December 31, 2017
 
99.3* Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2017
 
101.1 The following financial information from the Company’s audited annual consolidated financial statements for the year ended December 31, 2017, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (1) Consolidated Statements of Financial Position; (2) Consolidated Statements of Loss and Comprehensive Loss; (3) Consolidated Statements of Cash Flows; (4) Consolidated Statements of Changes in Shareholders’ Equity and (5) Notes to Financial Statements.
   
* Previously filed

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing this Form 40-F/A and has duly caused this amendment to our 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: April 27, 2018

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