6-K

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 November 2019

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: November 12, 2019

EXHIBIT INDEX

Exhibit	Description
99.1	Condensed Interim Consolidated Financial Statements (Unaudited) for the Three and Nine Months ended September 30, 2019.
99.2	Management Discussion and Analysis for the Nine Months ended September 30, 2019.

EX-99.1 2 exhibit99-1.htm CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE PERIOD ENDED SEPTEMBER 30, 2019

Exhibit 99.1

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019

EXPRESSED IN CANADIAN DOLLARS

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

September 30, 2019

(Expressed in Canadian Dollars - unaudited)

	Page
Contents	1
Condensed Interim Consolidated Statements of Financial Position	2
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss	3
Condensed Interim Consolidated Statements of Cash Flows	4
Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity	5
Notes to Condensed Interim Consolidated Financial Statements	6

1

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Condensed Interim Consolidated Statements of Financial Position

(Expressed in Canadian Dollars - unaudited)

	September 30,		December 31,
	2019		2018
	$		$
Assets
Current
Cash (Note 3)	14,969,970		18,333,732
Receivables	55,611		34,692
Prepaid expenses (Note 4)	552,558		489,902
	15,578,139		18,858,326
Exploration and evaluation assets (Note 5)	216,361,141		196,666,709
Reclamation bonds (Note 6)	2,110,590		2,154,027
Property and equipment (Note 7)	336,730		455,422
Right-of-use assets (Note 8)	781,770		-
	235,168,370		218,134,484
Liabilities
Current
Accounts payable and accrued liabilities (Notes 9 and 13)	3,572,563		1,950,222
Current portion of lease liabilities (Note 8)	155,185		-
	3,727,748		1,950,222
Lease liabilities (Note 8)	617,420		-
Provision for site reclamation (Note 10)	981,702		1,004,499
	5,326,870		2,954,721
Shareholders' equity
Share capital (Note 11)	290,481,596		270,513,901
Reserves (Note 11)	9,956,366		8,522,564
Deficit	(70,596,462	)	(63,856,702	)
	229,841,500		215,179,763
	235,168,370		218,134,484

Nature and Continuance of Operations (Note 1), Commitments (Note 16)

These condensed interim consolidated financial statements were authorized for issuance by the Board of Directors on November 8, 2019.

On Behalf of the Board of Directors:

“Alex Morrison”	“Zara Boldt”
Alex Morrison, Director	Zara Boldt, Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements

2

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

(Expressed in Canadian Dollars - unaudited)

	For the three months ended				For the nine months ended
	September 30,				September 30,
	2019		2018		2019		2018
	$		$		$		$
Expenses
Accretion expenses (Note 10)	2,193		-		6,607		-
Community relations	4,894		1,983		12,229		104,231
Consulting fees	225,038		251,314		439,318		722,121
Depreciation (Notes 7 and 8)	90,527		45,647		271,581		133,636
Foreign exchange loss (gain)	80,589		197,763		237,466		(397,506	)
Insurance	117,081		104,471		329,366		301,890
Interest expense on lease liabilities (Note 8)	14,581		-		45,844		-
Investor relations	82,806		72,348		165,804		154,436
Management fees (Note 13)	280,250		278,750		840,750		833,540
Office	134,849		124,680		398,187		424,741
Professional fees (Note 13)	212,979		322,429		684,091		1,065,029
Property investigation	6,320		29,728		66,849		36,622
Regulatory and shareholders service	53,946		90,833		261,302		368,771
Rent	-		64,090		-		207,970
Share-based compensation (Notes 11 and 13)	588,429		851,848		2,309,569		3,070,407
Travel and related	208,681		195,213		610,582		657,292
Wages and salaries (Note 13)	198,851		174,204		611,187		432,449
	(2,302,014	)	(2,805,301	)	(7,290,732	)	(8,115,629	)
Gain (loss) on investments	-		8,707		-		(88,332	)
Interest income	13,187		96,555		80,121		313,515
Loss and comprehensive loss for the period	(2,288,827	)	(2,700,039	)	(7,210,611	)	(7,890,446	)
Basic and diluted loss per share	(0.01	)	(0.01	)	(0.03	)	(0.03	)
Weighted average number of common shares outstanding (basic and diluted)	271,777,397		256,057,075		263,938,379		250,989,547

The accompanying notes are an integral part of these condensed interim consolidated financial statements

3

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Condensed Interim Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars - unaudited)

	For the nine months ended September 30,
	2019		2018
	$		$
Cash flows used in operating activities
Loss for the period	(7,210,611	)	(7,890,446	)
Items not affecting cash:
Depreciation	271,581		133,636
Share-based compensation	2,309,569		3,070,407
Accretion expense	6,607		-
Loss on investments	-		88,332
Unrealized foreign exchange	19,367		(31,846	)
Changes in non-cash working capital items
Decrease (increase) in receivables	(20,919	)	2,814
(Increase) in prepaid expenses	(112,328	)	(429,890	)
(Decrease) in accounts payable and accrued liabilities	(313,402	)	(687,532	)
	(5,050,136	)	(5,744,525	)
Cash flows used in investing activities
Reclamation bonds	(18,633	)	(55,892	)
Proceeds from sale of investments	-		220,703
Acquisition of property and equipment	-		(225,240	)
Exploration and evaluation assets expenditures	(17,844,775	)	(29,599,837	)
	(17,863,408	)	(29,660,266	)
Cash flows from financing activities
Proceeds from share issuances	21,045,000		48,907,549
Share issuance costs	(1,665,485	)	(2,838,520	)
Proceeds from exercise of stock options	269,350		2,113,632
Repayment of lease liabilities	(99,083	)	-
	19,549,782		48,182,661
Net change in cash	(3,363,762	)	12,777,870
Cash, beginning of period	18,333,732		18,458,791
Cash, end of period	14,969,970		31,236,661

Supplementary Cash Flow Information (Note 17)

The accompanying notes are an integral part of these condensed interim consolidated financial statements

4

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in Canadian Dollars - unaudited)

								Total
	Number of							Shareholders'
	Shares Issued	Share Capital		Reserves		Deficit		Equity
		$		$		$		$
Balance at December 31, 2017	233,536,671	220,941,105		6,505,922		(53,842,098	)	173,604,929
Shares issued for cash	23,857,341	48,907,549		-		-		48,907,549
Share issuance costs	-	(3,089,463	)	-		-		(3,089,463	)
Stock options exercised	2,415,666	3,754,710		(1,641,078	)	-		2,113,632
Stock options expired	-	-		(166,715	)	166,715		-
Stock options cancelled	-	-		(9,919	)	9,919		-
Share-based compensation	-	-		3,070,407		-		3,070,407
Loss for the period	-	-		-		(7,890,446	)	(7,890,446	)
Balance at September 30, 2018	259,809,678	270,513,901		7,758,617		(61,555,910	)	216,716,608
Stock options expired	-	-		(47,672	)	47,672		-
Share-based compensation	-	-		811,619		-		811,619
Loss for the period	-	-		-		(2,348,464	)	(2,348,464	)
Balance at December 31, 2018	259,809,678	270,513,901		8,522,564		(63,856,702	)	215,179,763
Shares issued for cash	17,250,000	21,045,000		-		-		21,045,000
Share issuance costs	-	(1,751,571	)	-		-		(1,751,571	)
Stock options exercised	355,000	486,341		(216,991	)	-		269,350
Restricted share units vested	113,208	187,925		(187,925	)	-		-
Stock options expired	-	-		(462,456	)	462,456		-
Restricted share units cancelled	-	-		(8,395	)	8,395		-
Share-based compensation	-	-		2,309,569		-		2,309,569
Loss for the period	-	-		-		(7,210,611	)	(7,210,611	)
Balance at September 30, 2019	277,527,886	290,481,596		9,956,366		(70,596,462	)	229,841,500

The accompanying notes are an integral part of these condensed interim consolidated financial statements

5

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 1 - Nature and Continuance of Operations

Gold Standard Ventures Corp. (the “Company”) was incorporated on February 6, 2004 under the Business Corporations Act (British Columbia) and is listed for trading on the Toronto Stock Exchange (“TSX”) under the symbol “GSV” and on the NYSE American 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 cost 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 cost 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 or through sale of the assets.

These condensed interim 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 September 30, 2019, 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 therefrom and/or raise equity capital or borrowings sufficient to meet current and future obligations.

NOTE 2 - Significant Accounting Policies and Basis of Preparation

The following is a summary of significant accounting policies used in the preparation of these condensed interim consolidated financial statements.

Statement of compliance
These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and International Accounting Standards (“IAS”) 34 “Interim Financial Reporting” as issued by the International Accounting Standards Board (“IASB”).

This condensed interim financial report does not include all of the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. It is therefore recommended that this financial report be read in conjunction with the annual audited financial statements of the Company for the year ended December 31, 2018.

6

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 2 - Significant Accounting Policies and Basis of Preparation (continued)

Statement of compliance (continued)
The accounting policies applied in preparation of these condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2018, except for the following:

Leases

On January 1, 2019, the Company adopted IFRS 16 – Leases (“IFRS 16”) which replaced IAS 17 – Leases and IFRIC 4 –Determining Whether an Arrangement Contains a Lease. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases. The standard is effective for annual periods beginning on or after January 1, 2019. IFRS 16 eliminates the classification of leases as either operating leases or finance leases for a lessee. Instead, all leases are treated in a similar way to finance leases applied in IAS 17. IFRS 16 does not require a lessee to recognize assets and liabilities for short-term leases (i.e. leases of 12 months or less) and leases of low-value assets.

The Company applied IFRS 16 using the modified retrospective method. Under this method, financial information will not be restated and will continue to be reported under the accounting standards in effect for those periods. The Company will recognize lease liabilities related to its lease commitments for its office leases. The lease liabilities will be measured at the present value of the remaining lease payments, discounted using the Company’s estimated incremental borrowing rate as at January 1, 2019, the date of initial application, resulting in no adjustment to the opening balance of deficit. The associated right-of-use assets will be measured at the lease liabilities amount, plus prepaid lease payments made by the Company. The Company has implemented the following accounting policies permitted under the new standard:

• leases of low dollar value will continue to be expensed as incurred; and

• the Company will not apply any grandfathering practical expedients.

As at January 1, 2019, the Company recognized $934,659 in right-of-use assets and $884,987 in lease liabilities as summarized below.

	$
Minimum lease payments under operating leases as of December 31, 2018	657,466
Assumed exercise of renewal of office lease in April 2020	460,050
Effect from discounting at the incremental borrowing rate as of January 1, 2019	(232,529	)
Lease liabilities recognized as of January 1, 2019	884,987
Prepaid lease payments	49,672
Right-of-use assets recognized as of January 1, 2019	934,659
The lease liabilities were discounted at a discount rate of 7% as at January 1, 2019.

New accounting policy for leases under IFRS 16

The following is the accounting policy for leases as of January 1, 2019 upon adoption of IFRS 16:

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists, and if the Company has the right to direct the use of the asset. At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.

7

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 2 - Significant Accounting Policies and Basis of Preparation (continued)

Statement of compliance (continued)
New accounting policy for leases under IFRS 16 (continued)

As a lessee, the Company recognizes a right-of-use asset and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of:

• fixed payments, including in-substance fixed payments, less any lease incentives receivable;

• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

• amounts expected to be payable under a residual value guarantee;

• exercise prices of purchase options if the Company is reasonably certain to exercise that option; and

• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to profit or loss.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases are charged directly to profit or loss on a straight-line basis over the lease term.

Basis of presentation
These condensed interim consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, except for financial instruments measured at fair value. The condensed interim consolidated financial statements are presented in Canadian dollars unless otherwise noted.

Basis of consolidation
These condensed interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, JKR Gold Resources ULC, Gold Standard Ventures (US) Inc., Tacoma Exploration LLC, Battle Mountain Gold Inc., and Madison Enterprises (Nevada) Inc., from their dates of formation or acquisition. 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.

8

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

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 and judgements as the basis for determining the stated amounts include the recoverability of exploration and evaluation assets, determination of functional currency, valuation of the acquisition of an associated company, valuation of share-based compensation, recognition of deferred tax amounts and reclamation provisions.

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the condensed interim 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 within 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, risk-free 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.

9

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

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.

Reclamation provisions

The Company’s reclamation provision represents management’s best estimate of the present value of the future cash outflows required to settle the obligation. Management assesses these provisions on an annual basis or when new information becomes available. This assessment includes the estimation of the future reclamation costs, the timing of these expenditures, inflation, and the impact of changes in discount rates, interest rates and foreign exchange rates. The actual future expenditures may differ from the amounts currently provided if the estimates made are significantly different than actual results or if there are significant changes in environmental and/or regulatory requirements in the future.

Valuation of right-of-use asset and lease liabilities

The application of IFRS 16 requires the Company to make judgments that affect the valuation of the right-of-use assets and the valuation of lease liabilities. These include: determining agreements in scope of IFRS 16, determining the contract term and determining the interest rate used for discounting of future cash flows.

The lease term determined by the Company is comprised of the non-cancellable period of lease agreements, periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option.

The present value of the lease payment is determined using a discount rate representing the rate of a commercial mortgage rate, observed in the period when the lease agreement commences or is modified.

NOTE 3 – Cash

	September 30, 2019	December 31, 2018
	$	$
Cash at financial institutions	14,700,901	18,224,563
Cash held in lawyers’ trust account	269,069	109,169
	14,969,970	18,333,732

NOTE 4 – Prepaid Expenses

	September 30, 2019	December 31, 2018
	$	$
Prepaid expenses	531,879	468,600
Deposits	20,679	21,302
	552,558	489,902

10

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 5 – Exploration and Evaluation Assets

Expenditures for the periods related to exploration and evaluation assets located in Nevada, USA were as follows:

	Railroad- Pinion Project	Lewis Gold Project	Total
	$	$	$
Balance as at December 31, 2017	116,743,248	37,692,627	154,435,875
Property acquisition and staking costs	4,989	-	4,989
NSR buy-down	4,427,850	-	4,427,850
Exploration expenses
Claim maintenance fees	359,532	81,528	441,060
Consulting	3,692,499	81,721	3,774,220
Data Analysis	58,172	22,282	80,454
Drilling	18,472,855	174,781	18,647,636
Engineering	134,827	-	134,827
Environmental and permitting	387,679	-	387,679
Equipment rental	127,471	491	127,962
Geological	788,032	25,554	813,586
Geotechnical	654,687	-	654,687
Hydrology	930,729	-	930,729
Lease payments	1,805,255	118,784	1,924,039
Metallurgy	551,864	-	551,864
Preliminary economic assessment	579,226	-	579,226
Provision for site reclamation	946,010	-	946,010
Sampling and processing	561,710	81,770	643,480
Site development and reclamation	5,722,669	98,297	5,820,966
Supplies	1,224,990	1,002	1,225,992
Vehicle	113,578	-	113,578
	41,544,624	686,210	42,230,834
Balance as at December 31, 2018	158,287,872	38,378,837	196,666,709

11

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 5 - Exploration and Evaluation Assets (continued)

	Railroad- Pinion Project	Lewis Gold Project	Total
	$	$	$
Balance as at December 31, 2018	158,287,872	38,378,837	196,666,709
Claim maintenance fees	388,849	88,369	477,218
Consulting	1,292,810	95,134	1,387,944
Data analysis	275,772	-	275,772
Drilling	6,581,515	464,391	7,045,906
Engineering	96,659	-	96,659
Environmental and permitting	1,118,732	9,824	1,128,556
Equipment rental	109,922	9,481	119,403
Geological	27,707	-	27,707
Geotechnical	16,927	-	16,927
Hydrology	1,308,443	-	1,308,443
Lease payments	889,200	-	889,200
Metallurgy	1,970,020	-	1,970,020
Preliminary economic assessment	902,737	-	902,737
Sampling and processing	320,193	533	320,726
Site development and reclamation	3,195,162	101,978	3,297,140
Supplies	428,239	1,835	430,074
	18,922,887	771,545	19,694,432
Balance as at September 30, 2019	177,210,759	39,150,382	216,361,141

Railroad-Pinion Project

The Railroad-Pinion project is located in Elko County, Nevada, USA.

During the period from August 2009 to December 2018, the Company entered into various agreements to acquire or lease certain claims, properties and surface rights subject to net smelter return royalties (“NSR”) ranging between 1% and 5%. As well, certain claims are subject to a 1.5% Mineral Production Royalty. The agreements are subject to specific lease terms, extension options, back-in rights, buy down or purchase provisions, and work commitments as further detailed in the Company’s most recent annual audited consolidated financial statements.

During the nine months ended September 30, 2019, the Company entered into certain amendment agreements to amend various surface use and mining lease agreements (“Amendment Agreements”) to extend the primary term of these surface use and mining lease agreements for an additional eight years. The Company incurred a total of US$150,000 upon execution of these Amendment Agreements.

12

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 5 - Exploration and Evaluation Assets (continued)

Railroad-Pinion Project (continued)

Payment requirements from 2019 to 2023 under agreements are approximately as follows:

	Total Work commitment US$	Total Lease payment US$	Total US$
2019	-	657,000	657,000
2020	1,300,000	1,103,000	2,403,000
2021	1,300,000	910,000	2,210,000
2022	1,400,000	470,000	1,870,000
2023	1,300,000	470,000	1,770,000
	5,300,000	3,610,000	8,910,000

Lewis Gold Project

As a result of the acquisition of Battle Mountain Gold Inc., the Company acquired a 100% right, title and interest in mining claims located in the Battle Mountain Mining District in Lander County, Nevada, USA (the “Lewis Gold Project”).

The Lewis Gold Project is subject to an advance minimum annual royalty in the amount of US$60,000 in cash, which is subject to an annual escalation based upon a defined consumer price index. The advance minimum royalty payments are to be credited against any production royalty payable in the same year. Production royalties include a 3.5% NSR for gold and silver and a 4% NSR for other minerals such as lead, zinc, and copper.

NOTE 6 - Reclamation Bonds

In relation to its exploration and evaluation assets, the Company has posted reclamation bonds as at September 30, 2019 of $2,110,590 (US$1,595,176) (December 31, 2018 - $2,154,027 (US$1,581,158)).

13

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 7 - Property and Equipment

	Leasehold
	improvements	Computers	Total
	$	$	$
Cost:
At December 31, 2017	499,323	29,482	528,805
Additions	184,435	40,805	225,240
At December 31, 2018 and
September 30, 2019	683,758	70,287	754,045
Depreciation:
At December 31, 2017	116,020	4,422	120,442
Charge for the year	141,956	36,225	178,181
At December 31, 2018	257,976	40,647	298,623
Charge for the period	106,467	12,225	118,692
At September 30, 2019	364,443	52,872	417,315
Net book value:
At December 31, 2018	425,782	29,640	455,422
At September 30, 2019	319,315	17,415	336,730

NOTE 8 – Right-of-Use Assets and Lease Liabilities

Right-of-Use Assets

	Office Leases
Cost:	$
At December 31, 2017 and 2018	-
Adjustment on initial adoption of IFRS 16 (Note 2)	934,659
At September 30, 2019	934,659
Depreciation:
At December 31, 2017 and 2018	-
Charge for the period	152,889
At September 30, 2019	152,889
Net book value:
At December 31, 2018	-
At September 30, 2019	781,770

Depreciation of right-of-use assets is calculated using the straight-line method over the remaining lease term.

14

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 8 – Right-of-Use Assets and Lease Liabilities (continued)

Lease Liabilities
	$
Lease liabilities recognized as of January 1, 2019	884,987
Lease payments made	(144,927	)
Interest expense on lease liabilities	45,844
Foreign exchange adjustment	(13,299	)
	772,605
Less: current portion	(155,185	)
At September 30, 2019	617,420

The remaining minimum future lease payments, excluding estimated operating costs, for the term of the lease including assumed renewal periods are as follows:

	$
October 1, 2019 to December 31, 2019	50,185
Fiscal 2020	211,568
Fiscal 2021	225,648
Fiscal 2022	196,387
Fiscal 2023	94,055
2024 and beyond	129,836

NOTE 9 – Accounts Payable and Accrued Liabilities

	September 30, 2019	December 31, 2018
	$	$
Accounts payable	2,617,585	848,332
Accrued liabilities	954,978	1,101,890
	3,572,563	1,950,222

NOTE 10 – Provision for Site Reclamation

During the year ended December 31, 2018, the Company recorded a provision for the estimated cost of site reclamation relating to exploration activities at its Railroad-Pinion Project. The Company used an inflation rate of 2.16% and an average discount rate of 3.09% in calculating the estimated obligation. The undiscounted uninflated value of the cash flows required to settle the provision is approximately $1,138,149 expected to be incurred over the next 20 years.

	Railroad-Pinion
	Project
	$
Balance as at December 31, 2017	-
Increase in estimate	946,010
Foreign exchange adjustment	56,351
Accretion expense	2,138
Balance as at December 31, 2018	1,004,499
Foreign exchange adjustment	(29,404	)
Accretion expense	6,607
Balance as at September 30, 2019	981,702

15

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 11 - Share Capital and Reserves

Authorized Share Capital

Unlimited number of common shares without par value.

Issued Share Capital

In February 2018, the Company completed an underwritten public offering and a concurrent private placement financing and issued 18,626,440 common shares of the Company at a price of $2.05 per share for gross proceeds totalling $38,184,202, and incurred cash commissions and expenses of $2,623,077.

In September 2018, the Company completed a private placement financing and issued 5,230,901 common shares of the Company at a price of $2.05 per share for gross proceeds totalling $10,723,347, and incurred cash commissions and expenses of $466,386.

In January 2019, the Company issued 113,208 common shares of the Company at a fair value of $1.66 per share in connection to the vesting of restricted share units.

In July 2019, the Company completed an underwritten public offering financing and issued 17,250,000 common shares of the Company at a price of $1.22 per share for gross proceeds totalling $21,045,000, and incurred cash commissions and expenses of $1,751,571.

Share Purchase Warrants

There were no share purchase warrants outstanding as at September 30, 2019 and December 31, 2018.

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). Options may be granted for a maximum term of five years from the date of the grant, are non-transferable and generally expire within 90 days of termination of employment, consulting arrangement or holding office as a director or officer of the Company, are subject to provisions as determined by the Board of Directors (the “Board”) 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.

During the year ended December 31, 2018, the Company issued 2,415,666 common shares in relation to the exercise of 2,415,666 stock options for total proceeds of $2,113,632 and the fair value of $1,641,078 attributable to these stock options was transferred from reserves to share capital. Additionally, 292,934 stock options expired unexercised and 25,000 stock options were cancelled and the fair value of $224,306 attributable to these stock options was transferred from reserves to deficit. In addition, during the year ended December 31, 2018, the Company granted a total of 2,799,256 stock options as follows:

• 100,000 stock options with an exercise price of $1.96 per share vest one-third immediately, one-third on January 15, 2019, and one-third on January 15, 2020, with a fair value of $102,519.

• 2,439,256 stock options with an exercise price of $2.11 per share vest one-third immediately, one-third on January 26, 2019, and one-third on January 26, 2020, with a fair value of $2,599,050.

• 100,000 stock options with an exercise price of $2.11 per share vest one-third immediately, one-third on April 27, 2019, and one-third on April 27, 2020, with a fair value of $105,740.

• 160,000 stock options with an exercise price of $1.96 per share vest one-third immediately, one-third on June 26, 2019, and one-third on June 26, 2020, with a fair value of $156,288.

16

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 11 - Share Capital and Reserves (continued)

Stock Options (continued)

During the year ended December 31, 2018, the Company expensed a total of $3,227,899 as share-based compensation for values of stock options vested.

During the nine months ended September 30, 2019, the Company issued 355,000 common shares in relation to the exercise of 355,000 stock options for total proceeds of $269,350 and the fair value of $216,991 attributable to these stock options was transferred from reserves to share capital. Additionally, 420,000 stock options expired unexercised and the fair value of $462,456 attributable to these stock options was transferred from reserves to deficit. In addition, during the nine months ended September 30, 2019, the Company granted a total of 1,921,424 stock options as follows:

• 1,821,424 stock options with an exercise price of $1.74 per share vest one-third immediately, one-third on January 31, 2020, and one-third on January 31, 2021, with a fair value of $1,534,992.

• 50,000 stock options with an exercise price of $1.49 per share vest one-third immediately, one-third on March 15, 2020, and one-third on March 15, 2021, with a fair value of $32,988.

• 50,000 stock options with an exercise price of $1.20 per share vest one-third immediately, one-third on August 16, 2020, and one-third on August 16, 2021, with a fair value of $28,802.

During the nine months ended September 30, 2019, the Company expensed a total of $1,610,805 (September 30, 2018 –$2,638,727) as share-based compensation for values of stock options vested.

The fair value of options granted is estimated on the grant date using the Black-Scholes option pricing model using the following weighted average variables:

	For the nine months ended September 30,
	2019		2018
Risk-free interest rate	1.80	%	1.99	%
Expected option life in years	4 years		4 years
Expected stock price volatility	62	%	65	%
Expected dividend rate	0	%	0	%

A summary of stock option activities is as follows:

	Number of		Weighted average
	options		exercise price
			$
Outstanding at December 31, 2017	9,251,640		1.43
Exercised	(2,415,666	)	0.87
Granted	2,799,256		2.10
Expired	(292,934	)	2.12
Cancelled	(25,000	)	2.11
Outstanding at December 31, 2018	9,317,296		1.75
Exercised	(355,000	)	0.76
Granted	1,921,424		1.72
Expired	(420,000	)	2.14
Outstanding at September 30, 2019	10,463,720		1.76

17

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 11 - Share Capital and Reserves (continued)

Stock Options (continued)

A summary of the stock options outstanding and exercisable at September 30, 2019 is as follows:

Exercise	Number	Number
Price	Outstanding	Exercisable	Expiry Date
$
0.77	450,000	450,000	November 30, 2019*
0.73	2,125,000	2,125,000	November 27, 2020
3.16	457,500	457,500	September 29, 2021
2.24	325,000	325,000	June 1, 2022
2.12	2,030,540	2,030,540	August 1, 2022
2.25	600,000	600,000	September 12, 2022
1.96	100,000	66,667	January 15, 2023
2.11	2,314,256	1,542,837	March 5, 2023
2.11	100,000	66,667	April 27, 2023
1.96	160,000	106,667	September 14, 2023
1.74	1,701,424	567,141	January 31, 2024
1.49	50,000	16,667	March 15, 2024
1.20	50,000	16,667	August 16, 2024
	10,463,720	8,371,353
* Estimated

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.

Restricted Share Unit Award Plan

In 2017, the Company adopted a Restricted Share Unit Award Plan (“RSU Plan”) whereby the maximum number of common shares reserved for issue under the RSU Plan shall not exceed 5,000,000 common shares of the Company. In addition, the aggregate number of common shares issuable pursuant to the RSU Plan combined with all of the Company’s other security-based compensation arrangements, including the Company’s Stock Option Plan, shall not exceed 10% of the Company’s outstanding shares.

In March 2018, the Company granted 567,110 restricted share units (“RSUs”) to certain officers and directors with a fair value of $1,196,602. The RSUs issued to officers of the Company vest one-third every year. The directors of the Company, who have been granted RSUs, have the entitlement to have one-third of the grant vest every year. However, the RSUs will vest only when the director’s position on the Board has been terminated. During the year ended December 31, 2018, the Company expensed a total of $654,127 as share-based compensation for values of RSUs vested.

In January 2019, the Company granted 664,730 restricted share units to certain officers and directors with a fair value of $1,156,630. Certain RSUs issued to officers of the Company vest either one-third every year or approximately three years from the grant date. The directors of the Company, who have been granted RSUs, have the entitlement to have one-third of the grant vest every year. However, the RSUs will vest only when the director’s position on the Board has been terminated.

18

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 11 - Share Capital and Reserves (continued)

Restricted Share Unit Award Plan (continued)

During the nine months ended September 30, 2019, the Company cancelled 57,168 RSUs and the fair value of $8,395 attributable to these RSUs was transferred from reserves to deficit. In addition, the Company expensed a total of $698,764 (September 30, 2018 – $431,680) as share-based compensation for values of RSUs vested.

A summary of restricted share unit activities is as follows:

	Number of
	RSUs
Outstanding at December 31, 2017	-
Granted	567,110
Outstanding at December 31, 2018	567,110
Vested	(113,208	)
Granted	664,730
Cancelled	(57,168	)
Outstanding at September 30, 2019	1,061,464

NOTE 12 - Segmented Information

The Company has one operating segment, being the acquisition and exploration of exploration and evaluation assets.

Geographic information is as follows:

	As at September 30, 2019
	Canada	US	Total
	$	$	$
Reclamation bonds	-	2,110,590	2,110,590
Property and equipment	31,618	305,112	336,730
Exploration and evaluation assets	-	216,361,141	216,361,141
Right-of-use assets	391,967	389,803	781,770
	423,585	219,166,646	219,590,231
	As at December 31, 2018
	Canada	US	Total
	$	$	$
Reclamation bonds	-	2,154,027	2,154,027
Property and equipment	67,636	387,786	455,422
Exploration and evaluation assets	-	196,666,709	196,666,709
	67,636	199,208,522	199,276,158

19

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 13 - Related Party Transactions

During the nine months ended September 30, 2019, the Company entered into the following transactions with related parties, not disclosed elsewhere in these financial statements:

i.	As at September 30, 2019, $7,606 (December 31, 2018 - $296,702) was included in accounts payable and accrued liabilities owing to officers and directors of the Company in relation to professional fees and reimbursement of expenses.
ii.	The Company received $9,000 (September 30, 2018 - $13,500) of rent from a company related by way of common officers.

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 Board and corporate officers, including the Company’s Chief Executive Officer and Chief Financial Officer.

	For the nine months ended September 30,
	2019	2018
	$	$
Management fees	840,750	833,540
Professional fees	172,863	172,863
Exploration and evaluation assets expenditures	144,333	122,560
Wages and salaries	25,471	21,628
Share-based compensation	1,509,959	1,857,947
	2,693,376	3,008,538

NOTE 14 - 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 15 - 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, receivables, reclamation bonds, and accounts payable, and accrued liabilities. The fair value of these financial instruments, other than cash, approximates their carrying values due to the short-term nature of these instruments. Cash is measured at fair value using level 1 inputs.

20

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 15 - Financial Instruments and Risk Management (continued)

The Company is exposed to a variety of financial risks by virtue of its activities including currency, credit, interest rate, liquidity, and commodity price.

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 September 30, 2019, the Company had a foreign currency net monetary asset position of approximately US$3,635,000. Each 1% change in the US dollar relative to the Canadian dollar will result in a foreign exchange gain/loss of approximately $36,000.

b) Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company’s cash is held in large Canadian and U.S. financial institutions and the Company considers this risk to be remote.

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 are actively involved in the review, planning, and approval of significant expenditures and commitments.

e) Commodity price risk

The ability of the Company to raise funds 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 16 - Commitments

a)	The Company has two separate consulting agreements with 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 $50,750 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.
b)	The Company has two separate employment agreements with employees of the Company to provide exploration services to the Company for an indefinite term. The agreements require total combined payments of US$31,767 per month. Included in each agreement is a provision for a two-year payout in the event of termination following a change in control.
c)	The Company has an employment agreement with an officer of the Company to provide corporate secretarial and legal services to the Company for an indefinite term. The agreement requires payment of $19,167 per month. Included in the agreement is a provision for a two-year payout in the event of termination without cause or in the event of a change in control.

21

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 17 – Supplementary Cash Flow Information

	For the nine months ended September 30,
	2019	2018
	$	$
Non-cash transactions
Exploration and evaluation assets expenditures in accounts payable	3,205,315	1,632,279
Share issuance costs in accounts payable	86,086	250,943
Reclassification of cancelled stock options	-	9,919
Reclassification of expired stock options	462,456	166,715
Reclassification of stock options exercised	216,991	1,641,078
Reclassification of cancelled restricted share units	8,395	-
Reclassification of restricted share unit vested	187,925	-
Capitalization of right-of-use assets and lease liabilities	934,659	-
Provision for site reclamation	-	942,713

22

EX-99.2 3 exhibit99-2.htm MANAGEMENT DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED SEPTEMBER, 2019.

Exhibit 99.2

Management’s Discussion and Analysis

For the nine months ended

September 30, 2019

General

The purpose of this Management’s 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. (the “Company”). This MD&A 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 condensed interim consolidated financial statements and notes for the three and nine months ended September 30, 2019 (the “Financial Statements”) and the Company’s annual information form (the “2018 AIF”), annual management discussion and analysis (the “2018 Annual MD&A”) and annual audited consolidated financial statements (the “2018 Annual Financial Statements”) for the year ended December 31, 2018.

All information contained in this MD&A is current as of November 12, 2019 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 and at the Company’s website, www.goldstandardv.com. The date of this MD&A is November 12, 2019.

Forward-Looking Statements

Certain statements and information contained in this MD&A 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.

Examples of forward-looking information in this MD&A may pertain to the following, among others:

1.	the existence and estimates of mineral resources or reserves and the timing of development thereof;
2.	exploration and work programs, including reference to the Company’s plans of operations and notices of intent in place for the Railroad-Pinion Project (as defined below);
3.	plans for additional drilling and exploration activities to investigate potential development opportunities for the Railroad-Pinion Project, including the planned objectives of the 2019 exploration and development program on the Railroad-Pinion Project;
4.	plans and estimated costs related to pursuing a multi-faceted exploration, permitting, development, metallurgical testing and engineering program in the South Railroad (as defined below) portion of the Railroad-Pinion Project to advance the PFS (as defined below) to feasibility level;
5.	plans to pursue minority interests in certain key private land parcels where the Company currently holds less than a 100% interest;
6.	performance characteristics of mineral properties;
7.	plans related to the utilization of recent drilling results at the Dark Star Deposit (as defined below);

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 2 -

8.	mineral resource or reserve estimates based on recent drilling results;
9.	expectation that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration;
10.	management’s belief that the Company currently has sufficient cash on hand to maintain its projects and finance its operating costs over the next 9 months and the expectation that after this time the Company will require additional capital to carry out further exploration on the Railroad- Pinion Project and maintain operations;
11.	projections of market prices and costs, including estimates of costs and budgeting for potential exploration, operations and mining scenarios;
12.	estimated property holding and maintenance costs for the Railroad-Pinion Project;
13.	drilling plans and timing of drilling;
14.	treatment under governmental regulatory regimes and tax laws, including the expectation that the Company will be a passive foreign investment company for the taxable year ended December 31, 2019;
15.	the use of proceeds from the 2019 Financing (as defined below); and
16.	capital expenditure programs and the timing and method of financing thereof.

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:

1.	the Company’s limited operating history;
2.	the Company’s history of losses and expectation of future losses;
3.	uncertainty as to the Company’s ability to continue as a going concern;
4.	the existence of mineral resources on the Company’s mineral properties;
5.	the Company’s ability to obtain adequate financing for exploration and development;
6.	the Company’s ability to attract and retain qualified personnel;
7.	the Company’s ability to carry out operations in accordance with plans in the face of significant disruptions;
8.	the Company’s ability to convert mineral resource estimates previously classified as Inferred to Indicated or Measured and proceeding with economic studies for the Railroad-Pinion Project;
9.	fluctuations in foreign exchange or interest rates and stock market volatility;
10.	uncertainty as to the Company’s ability to maintain effective internal controls;
11.	the involvement by some of the Company’s directors and officers with other natural resource companies;

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 3 -

12.	the uncertain nature of estimating mineral resources and reserves;
13.	uncertainty surrounding the Company’s ability to successfully develop its mineral properties;
14.	exploration, development and mining risks, including risks related to infrastructure, accidents and equipment breakdowns;
15.	title defects to the Company’s mineral properties;
16.	the Company’s ability to obtain all necessary permits and other approvals;
17.	risks related to equipment shortages, access restrictions and inadequate infrastructure;
18.	increased costs and restrictions on operations due to compliance with environmental legislation and potential lawsuits;
19.	fluctuations in the market price of gold (“Au”), other metals and certain other commodities (such as natural gas, fuel, oil, and electricity);
20.	intense competition in the mining industry; and
21.	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 MD&A, the Company has made various material assumptions, including, but not limited to:

1.	the results of the Company’s proposed exploration programs on the Railroad-Pinion Project will be consistent with current expectations;
2.	the Company’s assessment and interpretation of potential geological structures and mineralization at the Railroad-Pinion Project are accurate in all material respects;
3.	the quantity and grade of mineral resources and mineral reserves contained in the Railroad-Pinion Project are accurate in all material respects;
4.	further financing being required to complete the work programs and drilling on the Railroad- Pinion Project as recommended in the PFS Technical Report (as defined below);
5.	the price for gold, other precious metals and commodities will not change significantly from current levels;
6.	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;
7.	the Company will be able to obtain regulatory approvals, permits and water rights in a timely manner and on terms consistent with current expectations;
8.	the involvement by some of the Company’s directors and officers with other natural resource companies will not result in a conflict of interest which adversely affects the Company;
9.	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;
10.	the Company’s capital and operating costs will not increase significantly from current levels;

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 4 -

11.	key personnel will continue their employment with the Company and the Company will be able to recruit and retain additional qualified personnel, as needed, in a timely and cost efficient manner;
12.	there will be no significant adverse changes in the Canada/U.S. currency exchange or interest rates and stock markets;
13.	there will be no significant changes in the ability of the Company to comply with environmental, safety and other regulatory requirements; and
14.	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 Railroad-Pinion Project and operations.

Other assumptions are discussed throughout this MD&A and elsewhere in the Company’s public disclosure record.

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 this MD&A under, among other places, “Risks and Uncertainties” and elsewhere in the Company’s public disclosure record 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 MD&A and elsewhere in the Company’s public disclosure record.

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 MD&A 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 MD&A.

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.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 5 -

Cautionary Notes Regarding Mineral Resource Estimates

The disclosure in this MD&A has 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”). NI 43-101 is a regulation 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 United States Securities and Exchange Commission (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 mineral resources” could be upgraded to “indicated mineral 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 SEC Industry Guide 7 under Regulation S-K of the United States Securities Act of 1933. Disclosure of “contained ounces” is permitted disclosure under Canadian legislation; 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 MD&A 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.

The forward-looking statements and forward-looking information contained herein are based on information available as of November 12, 2019.

Overall Performance

The Company 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 has a limited history of operations and its only material mineral project, the Railroad-Pinion Project, is in the exploration stage. 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 nine months ended September 30, 2019, the Company had a loss and comprehensive loss of $7,210,611 (September 30, 2018 - $7,890,446). As at September 30, 2019, the Company had an accumulated deficit of $70,596,462 (December 31, 2018 - $63,856,702). As at September 30, 2019, the Company had cash of $14,969,970 and working capital of $11,850,391. Further financing will be required to fund the complete work program recommended in the PFS Technical Report, as defined below, to maintain its current land position and for ongoing activities. If the Company is successful in identifying additional resources through further drilling and analysis, it will require significant amounts of additional capital to construct processing facilities and to develop metallurgical processes to extract those resources at any mine site.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 6 -

The Company’s ability to arrange financing in the future will depend, in part, upon the prevailing capital market conditions, business performance, and other factors such as volatility in the market price of gold and the availability of necessary equipment and personnel in the highly competitive mining sector.

The Company’s flagship property is the Railroad-Pinion project located along the Piñon mountain range approximately 15 miles (24 kilometers) south-southeast of Carlin, Nevada, in the Railroad mining district (the “Railroad-Pinion Project”). The Railroad-Pinion Project has two adjacent parts: the North Railroad portion (“North Railroad”), which includes the POD, Sweet Hollow and North Bullion deposits (collectively, the “North Bullion Deposit”) and the South Railroad portion (“South Railroad”), which includes the Dark Star deposit (the “Dark Star Deposit”), the Pinion deposit (the “Pinion Deposit”) and the Jasperoid Wash deposit (the “Jasperoid Wash Deposit”). The Railroad-Pinion Project is an intermediate to advanced 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, adjacent to and south of Nevada Gold Mines’ Rain Mining District. 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 and certain stratigraphic contacts that are favorable for the formation of Carlin-style gold deposits. The Railroad-Pinion Project is centered on the fourth and southernmost dome-shaped window on the Carlin Trend.

The Railroad-Pinion Project constitutes a land position totalling 53,792 gross acres (21,769 hectares) and, with partial interests taken into consideration, 50,599 net acres (20,477 net hectares) of land in Elko County, Nevada. The Company owns, or otherwise controls 100% of the subsurface mineral rights on a total of 29,941 gross acres (12,117 hectares) of land held as patented or unpatented mineral lodes (claims). This includes 1,455 unpatented claims owned by the Company and 207 unpatented claims held under lease. The Company also owns or leases 30 patented claims. There is also a total of 23,628 gross acres (9,562 gross hectares) of private lands of which the Company’s ownership of the subsurface mineral rights varies from 49.2% to 100%, for a net position of approximately 20,658 acres (8,360 hectares). The Company is pursuing the minority interest in certain key private land parcels where it holds less than a 100% interest.

The Company owns or otherwise controls 100% of the mineral lands on which the Company’s Pinion Deposit, Dark Star Deposit, Jasperoid Wash Deposit, North Bullion Deposit, Sweet Hollow, and Pod resource areas are situated, subject to the terms of its leases, as applicable, and certain subsurface minority mineral interest holders in certain fee lands whom hold an approximate 0.8% to 1.51% mineral interest not subject to lease held by the Company. The lands on which the Company’s Pinion Deposit, Dark Star Deposit, Jasperoid Wash Deposit, North Bullion Deposit, Sweet Hollow, and Pod resource areas are situated are comprised of approximately 7,360 gross acres (2,978.49 hectares) and 7,320.19 net acres (2,962.38 hectares).

Portions of the patented, unpatented and private lands are encumbered with royalties predominantly in the form of standard Net (or Gross) Smelter Return (“NSR”) agreements or Net Profit Interest (“NPI”) agreements which the Company has sought to negotiate and reduce over time. See Item 6 “MATERIAL MINERAL PROJECT” in the 2018 AIF and the Financial Statements for a discussion of the currently active NSR and NPI encumbrances on the Railroad-Pinion Project.

Note regarding Acreage Disclosure

In this MD&A, the term “gross mineral acres” or “gross acres” in connection with a mineral interest means the total size in number of acres of the property (or a specific piece of property) in which the Company controls a mineral interest. The gross mineral acres are the maximum number of mineral acres the Company could potentially control in a particular piece of property. For example, if the Company leases a fifty percent (50%) mineral interest in a fee land parcel that is a total of 640 acres in size, then that particular parcel is 640 gross mineral acres.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 7 -

On the other hand, the term “net mineral acres” or “net acres” means the product of: (a) the total gross acres of the property (or specific piece of property) in which the Company controls a mineral interest; and (b) the percentage of the Company’s mineral interest therein which it controls by way of lease or actual ownership. For example, if the Company leases a fifty percent (50%) mineral interest in a fee land parcel that is a total of 640 acres in size, then the Company controls a total of 320 net mineral acres in that particular parcel. For the calculation of the gross and net mineral acreage for its properties, the Company does not include the surface in split estate fee land parcels.

Material Projects

The Company has identified the Railroad-Pinion Project, comprised of North Railroad and South Railroad, as the Company’s material mineral project for purposes of NI 43-101.

Scientific and technical disclosure for the Railroad-Pinion Project is supported by the technical report with an effective date of September 9, 2019, entitled “South Railroad Project NI 43-101 Technical Report, Preliminary Feasibility Study, Carlin Trend, Nevada, USA”, prepared by M3 Engineering & Technology Corporation (the “PFS Technical Report”). The PFS Technical Report can be accessed at www.sedar.com under the Company’s profile. The PFS Technical Report is the Company’s current technical report for the Railroad-Pinion Project.

The Company has focused on drilling and other exploration activities to prepare mineral resource estimates for each deposit, as well as mineral reserve estimates and a preliminary feasibility study for the Pinion Deposit and the Dark Star Deposit (the “PFS”), as summarized below and detailed in the PFS Technical Report. The Company plans additional drilling and exploration activities to investigate potential development opportunities for the Railroad-Pinion Project.

Pinion

The mineral resource estimate for the Pinion Deposit was constrained within a US$1,500/ounce Au optimized pit shell using gold cut-off grades of 0.14 g/t Au for heap leach material (oxide and transitional) and 1.0 g/t Au for sulfide material. The Pinion Deposit mineral resource estimate comprises a Measured Mineral Resource of 1.30 million tonnes averaging 0.64 g/t Au, representing a total of 27,000 contained ounces of gold, an Indicated Mineral Resource of 27.62 million tonnes averaging 0.58 g/t Au, representing a total of 517,000 contained ounces of gold, and an additional Inferred Mineral Resource of 10.81 million tonnes averaging 0.64 g/t Au, representing a further 224,000 ounces of gold. The Pinion Deposit silver (“Ag”) resource estimate was constrained to the gold block model and comprises a Measured Mineral Resource of 1.30 million tonnes averaging 5.15 g/t Ag, representing a total of 216,000 contained ounces of silver, an Indicated Mineral Resource of 27.62 million tonnes averaging 4.18 g/t Ag, representing a total of 3.71 million ounces of silver and an additional Inferred Mineral Resource of 10.81 million tonnes averaging 3.80 g/t Ag, representing a total of 1.32 million contained ounces of silver. Mineral Resources are inclusive of Mineral Reserves.

The mineral reserve estimate for the Pinion Deposit is based on an open pit mine plan and production schedule, a gold price of US$1,275/ounce and a silver price of US$16.50/ounce. The Pinion Deposit mineral reserve estimate comprises a Probable Reserve of 16.81 million tonnes averaging 0.63 g/t Au, representing a total of 341,000 contained ounces of gold and a Proven Reserve of 1.08 million tonnes averaging 0.66 g/t Au, representing a total of 23,000 contained ounces of gold. The Pinion Deposit silver reserve estimate comprises a Probable Reserve of 16.81 million tonnes averaging 4.65 g/t Ag, representing a total of 2.51 million contained ounces of silver, and a Proven Reserve of 1.08 million tonnes averaging 5.49 g/t Ag, representing a total of 191,000 contained ounces of silver.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 8 -

Dark Star

The mineral resource estimate for the Dark Star Deposit was constrained within a US$1,500 ounces/of gold optimized pit shell using gold cut-off grades of 0.14 g/t Au for heap leach material (oxide and transitional) and 1.0 g/t Au for sulfide material. The Dark Star Deposit mineral resource estimate comprises a Measured Mineral Resource of 5.86 million tonnes averaging 1.31 g/t Au, representing a total of 246,000 contained ounces of gold, an Indicated Mineral Resource of 26.86 million tonnes averaging 0.78 g/t Au, representing a total of 675,000 contained ounces of gold, and an additional Inferred Mineral Resource of 2.48 million tonnes averaging 0.70 g/t Au, representing a further 56,000 contained ounces of gold. Mineral Resources are inclusive of Mineral Reserves.

The mineral reserve estimate for the Dark Star Deposit is based on an open pit mine plan and production schedule and a gold price of US$1,275/ounce. The Dark Star Deposit mineral reserve estimate comprises a Probable Reserve of 24.02 million tonnes averaging 0.83 g/t Au, representing a total of 641,000 contained ounces of gold and a Proven Reserve of 5.43 million tonnes averaging 1.39 g/t Au, representing a total of 243,000 contained ounces of gold.

Jasperoid Wash

The mineral resource estimate for the Jasperoid Wash Deposit was constrained within a US$1,500 ounces/of gold optimized pit shell using gold cut-off grades of 0.14 g/t Au for heap leach material (oxide and transitional) and 1.0 g/t Au for sulfide material. The Jasperoid Wash Deposit mineral resource estimate comprises an Inferred Mineral Resource of 10.57 million tonnes averaging 0.33 g/t Au, representing a total of 111,000 contained ounces of gold.

North Bullion

The Sweet Hollow and POD oxide 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 2.92 million tonnes at 0.96 g/t Au for 90,100 contained ounces of gold and an Inferred Mineral Resource of 3.36 million tonnes at 0.43 g/t Au for 46,600 contained ounces of gold. The North Bullion Deposit sulphide Inferred Mineral Resource uses a cut-off grade of 1.25 g/t Au, which is constrained within an optimized pit shell, and is comprised of 2.05 million tonnes at 2.60 g/t Au for 171,400 contained ounces of gold. The North Bullion Deposit underground Inferred Mineral Resource, which is reported at a lower 2.25 g/t Au cut-off grade, comprises 5.55 million tonnes at 3.29 g/t Au for 587,700 contained ounces of gold.

Calculations of mineral resources and reserves are only estimates

Measured, 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 Mineral Resources disclosed above 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 further part of the mineral resources discussed herein will be converted into a Mineral Reserve in the future.

Preliminary Feasibility Study

Highlights from the PFS on the South Railroad portion of the Railroad-Pinion Project include:

PFS Highlights
Total Reserve Tons	47.344 M Tonnes
Average Grade	0.82 g Au/t Au; 4.70 g Ag/t Ag (Pinion)
Contained Gold / Silver Ounces	1.248 M oz Au; 2.705 M oz Ag

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 9 -

Average Recovery	69% ROM Au; 77% HPGR Au; 22% ROM Ag; 43% HPGR Ag
Average Annual Metal Placement	156,000 Ounces Au (Year 1-8); 541,000 Ounces Ag (Year 4-8)
Average Annual Metal Production	116,000 Ounces Au (Year 1-8), 205,000 Ounces Ag (Year 4-8)
Average Annual Tonnes Moved	24.3 Million Tonnes
Average Annual Reserve Tonnes	5.9 Million Tonnes
Strip Ratio	3.1:1
Initial Capital Expenditures	$194.0M
Expansion Capital Expenditures	$88.3M
LOM Sustaining Capital Expenditures	$20.4M
Average Life of Mine Mining Costs	$1.93/Tonne
Average Life of Mine Processing Costs	$1.83/Tonne ROM $4.87/Tonne HPGR
G & A	$0.71 /ore Tonne
Contingency	15%
Life of Mine Pre-Tax Cash Flow	$409.7M
Life of Mine Pre-Tax Net Present Value (“NPV”) (5%)	$302.1M
Life of Mine Pre-Tax Internal Rate of Return (“IRR”)	32.4%
Life of Mine Net Cash Flow After Tax	$337.1M
Life of Mine After Tax NPV (5%)	$241.5M
Life of Mine After-Tax IRR	27.8%
Cash Costs After By-Product Credit1	$582/oz
AISC1	$657/oz
Payback	2.7 Years

Note:
1. See “Non-GAAP Financial Measures” for a discussion of these measures.
2. The PFS was conducted using assumed metal prices of US$1,400/oz gold and US$17.11/oz silver. The mineral reserve estimate that provides the basis for the PFS was conducted at assumed metal prices of US$1,275/oz gold and US$16.50/oz silver.

Production Data
Life of Mine	Initial 8 Years + prestrip (8 months)
Average Annual Total Mine Throughput	24.3 Million Tonnes/year
Average Annual Ore Throughput	5.9 Million Tonnes/year
Total Ore Tonnes	47.344 Million Tonnes
Run of Mine Ore Tonnes	18.435 Million Tonnes
HPGR Crusher Ore Tonnes	28.536 Million Tonnes
Sulfide Toll Mill	0.373 Million Tonnes
Average Grade	0.82 g Au/t 4.70 g Ag/t (Pinion only)
Contained Ounces	1,248,000 oz Au 2,705,000 oz Ag (Pinion only)
Payable Metals	931,000 oz Au 1,040,000 oz Ag (Pinion only)

Note:

1. The PFS was conducted using assumed metal prices of US$1,400/oz gold and US$17.11/oz silver. The mineral reserve estimate that provides the basis for the PFS was conducted at assumed metal prices of US$1,275/oz gold and US$16.50/oz silver.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 10 -

Recommendations for the Railroad-Pinion Project

The authors of the PFS Technical Report recommended a multi-faceted program focused on the gold deposits in the South Railroad portion of the Railroad-Pinion Project to advance the PFS to feasibility level including exploration, permitting, development, metallurgical testing and engineering. The estimated cost to conduct the proposed program is US$21 million.

Q3 Developments

On August 6, 2019, the Company announced the 2019 exploration and development program on the Railroad-Pinion Project. The US$6.9 million program includes an estimated 14,600m of reverse circulation (“RC”) and core drilling in 52 holes. District exploration is approximately 10,800m of drilling, whereas step out and development work at the Dark Star Deposit and the Pinion Deposit is expected to account for approximately 3,800m.

The 2019 program objectives are:

(1)	completion of the PFS for the Dark Star and Pinion Deposits (completed);
(2)	step out drilling to the east and south of the Dark Star Deposit to test for resource expansion potential;
(3)	exploration drilling of high-value targets at the Hidden Star deposit, the Jasperoid Wash Deposit, the Dixie deposit (the “Dixie Deposit”), the LT deposit, the Ski Track deposit (the “Ski Track Deposit”) and the North Bullion Deposit; and
(4)	in the northern portion of the Dark Star Deposit, drill testing a newly recognized deep feeder- style target beneath the oxide resource.

Development

At the Dark Star Deposit, complete up to 13 step out RC holes (approximately 2,600m) to test for shallow oxide expansion potential to the north, east and south of the known resource. DC19-01, a core hole in the northern portion of the Dark Star Deposit that was suspended at 231m earlier this year due to weather, will also be completed. DC19-01 intersected 117.3m of 1.54 g Au/t, including 44.3m of 2.55 g Au/t (see April 25, 2019 news release). Drilling will also follow up DR19-65 (39.6m of 1.25 g Au/t) where mineralization remains open to the east (see March 26, 2019 news release). Additionally, drilling will step out to the south of the known mineral resource to test open-ended oxide mineralization identified by surface rock sampling and historic drilling.

At the Pinion Deposit, drill up to 10 metallurgical core holes (about 1,100m) for additional high-pressure grind roll (HPGR) testing.

District Exploration

Within the Dark Star Corridor, drill up to 8 RC (about 3,300m) holes and one core hole (about 350m) to test favorable Penn-Perm carbonate rocks that are folded, altered and crosscut by faults and igneous dikes. More specifically, the drilling will test new targets within the same structural setting as the Dark Star Deposit. The highest priority target is the Hidden Star deposit, located between the Dark Star Deposit and Dixie Deposit. Here, drilling will target the same fault blocks that host the Dark Star Deposit and Dixie Deposit, beneath a thin veneer of post-mineral volcanic cover. A core hole is also planned to test for the continuation of the Dark Star gold system beneath cover, approximately 1 km north of the current Dark Star Deposit.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 11 -

In the northern portion of the Dark Star Deposit, one deep scout drill hole (approximately 1,000m) will test the newly recognized Deep Dark Star target, a potential feeder / breccia-style opportunity beneath the current oxide resource. The northern portion of the oxide mineral resource contains unique geologic characteristics, suggestive of a larger, multi-stage, energetic gold system, including: numerous 100m - 200m intervals of plus 1 g Au/t oxide intercepts in drill holes; oxidation that extends from the current topographic surface to depths exceeding 350m; gold-bearing hydrothermal breccias, newly recognized quartz porphyry dikes and sills, and north-striking high-angle faults that act as controls on mineralization. Many of the high-angle, controls on mineralization project downdip where they intersect a buried anticline. These highly favorable structural features are confirmed by 2D seismic data. The initial scout drill hole will look to test favorable Penn-Perm age carbonate rocks and the underlying Webb-Devils Gate contact.

At the Jasperoid Wash Deposit and Ski Track Deposit, complete about 3,400m of RC and core drilling in at least 12 holes to step out and test new targets within this northerly-striking corridor, expand areas of known shallow oxide gold mineralization that have the potential for higher gold grades, and provide core for metallurgical testing.

At the LT target, located 3 km north-northwest of the Pinion Deposit, samples collected from surface outcrops in 2018 included assay values ranging from <0.005 to 12.90 g Au/t from over a 400m by 200m area (see October 11, 2018 news release). Gold mineralization is hosted in decalcified, silicified and oxidized multilithic dissolution collapse breccia proximal to a north-striking igneous dike. Up to 4 RC holes (approximately 1,460m) will test this newly conceptualized structural control.

West northwest of the North Bullion Deposit, 2 RC precollar / core tail holes (about 1,400m) will step out from drill hole RR17-06 which intercepted 41.7m of 1.91 g Au/t, including 7.6m of 6.32 g Au/t (see November 15, 2017 news release). This intercept is located approximately 550m west of the North Bullion Deposit and is considered a new zone of mineralization that is open in all directions.

On September 10, 2019, the Company announced positive results from the completion of the PFS on the South Railroad portion of the Railroad-Pinion Project.

Key Highlights of the PFS include:

• Pre-tax NPV of US$302.1M at a 5% discount rate and after tax NPV of US$241.5M at a US$1,400 gold price and a US$17.11 silver price, with a mineral reserve pit designs based on a gold price of US$1,275 per ounce and a silver price of US$16.50 per ounce.

• After tax IRR 27.8%.

• Average annual gold placement of 156,000 ounces gold per year over an initial 8-year mine life.

• Average life of mine cash cost of US$582 per ounce after by-product credit, and all in sustaining costs (“AISC”)¹ of US$657 per ounce.

• Proven and probable mineral reserves of 1.248 million ounces of gold and 2.705 million ounces of silver.

• Life of mine strip ratio of 3.1:1.

• Initial capital expenditures of US$194.0M.

1 See “Non-GAAP Financial Measures” for a discussion of these measures.
Gold Standard Ventures Corp. – Management Discussion and Analysis	Page - 12 -

• Project economics include 15% contingency

The Company also announced mineral reserve estimates for the Dark Star Deposit and the Pinion Deposit, along with mineral resource estimates for the Dark Star Deposit, the Pinion Deposit, the Jasperoid Wash Deposit and the North Bullion Deposit.

Recent Developments

On October 9, 2019, the Company reported more oxide gold results from 15 RC and core holes at the Dark Star Deposit.

Key highlights from the drilling included:

• In the northern portion of the Dark Star Deposit, core hole DC19-01, which was suspended at 231m due to weather conditions in March, was completed to a depth of 304.8m. The initial intercept of 117.3m of 1.54 g Au/t (see April 25, 2019 news release) has been lengthened and upgraded to a final intercept of 160.8m of 1.80 g Au/t, including two higher-grade intervals of 44.3m of 2.55 g Au/t and 22.3m of 3.58 g Au/t. These results are consistent with the current mineral resource block model.

• In the northern portion of the Dark Star Deposit, one deep scout drill hole is testing the newly recognized Deep Dark Star target, a potential feeder / breccia-style opportunity beneath the current oxide mineral reserve. The RC precollar portion of the hole intersected 126.5m of 0.76 g Au/t, including two higher-grade intervals of 7.6m of 1.45 g Au/t and 13.7m of 1.25 g Au/t. The core tail portion of the hole remains in progress.

• Additionally, 315 individual 3-meter horizontal channel samples were collected from north Dark Star roadcuts that were created for the infill drilling program. Results ranged from <0.005 to 7.41 g Au/t, and included three significant continuous intervals including: 18.0m of 3.08 g Au/t, 24.0m of 0.93 g Au/t and 21.0m of 0.31 g Au/t, based on a 0.14g Au/t cutoff. The new results outline a northwest- striking zone of surface oxide mineralization that is approximately 20m wide by 110m long. These results will be incorporated into the next mineral resource update.

• Infill drill results in the Dark Star Saddle (DR19-78, -80 and -82) returned zones of continuous oxide gold mineralization that expand the mineral resource potential in this structurally complex zone.
  Results along with additional drilling will be utilized to enhance the mine plan/ramp design in the connection area between the North and Main portions of the Dark Star Deposit.

• Stepout drilling to the east of Main Dark Star (DR19-68, -69, -76 and -77) returned intervals of oxide mineralization approximately 135-180m east of known bedrock-hosted mineralization. This is a new target area where intercepts are hosted in Quaternary gravels, which eroded from Main Dark Star.
  Drilling has roughly outlined an area 150x150m that is open to the north, east and south for further drill testing.

On October 24, 2019, the Company announced the filing of the PFS Technical Report. The PFS Technical Report was prepared in accordance with NI 43-101 by M3 Engineering & Technology Corporation and has been filed on SEDAR and the Company’s website.

On November 12, 2019, the Company reported the discovery of a new high-grade oxide zone at the LT deposit.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 13 -

Key highlights from the drilling included:

• LT19-02 intersected 12.2m of 1.58 g Au/t, including 3.1m of 5.16 g Au/t. Mineralization is near surface - beginning at approximately 23m below the current topographic surface and is well-oxidized, with cyanide solubility assays averaging 89%. These results confirm the discovery of high-grade oxide gold in the LT area that is open in all directions for additional drill testing.

• Gold mineralization is hosted in silicified, iron oxide bearing breccia in the hanging wall of a north-striking quartz feldspar porphyry dike. All of the Company's previous discoveries (e.g. Dark Star, Pinion, North Bullion, Jasperoid Wash and Dixie) are localized in dike-filled fault corridors, which are ideal structural locations for the development of gold systems.

• The LT19-02 intercept is located approximately 185m north of surface outcrops that returned assay values ranging from <0.005 to 12.90 g Au/t from over a 400m by 200m area (see October 11, 2018 news release). At this location, eight surface samples returned values exceeding 1.0 g Au/t, with four samples ranging from 4.50 g Au/t to 12.90 g Au/t. Gold mineralization is hosted in decalcified, silicified and oxidized multilithic breccia proximal to a north-striking igneous dike. Drilling has not yet tested the area of +1 g Au/t in surface outcrops.

• LT is a high value target that will receive exploration focus in 2020.

The scientific and technical content and interpretations contained in this MD&A have been reviewed and approved by Steven R. Koehler, Company’s Manager of Projects, BSc. Geology, CPG-10216, and a “qualified person”, as defined by NI 43-101.

Non-GAAP Financial Measures

The Company has included certain non-GAAP financial measures in this MD&A, including cash costs and all-in sustaining costs (AISC) per ounce of gold sold. These non-GAAP financial measures do not have any standardised meaning. Accordingly, these financial measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

Cash Costs

Cash costs are reflective of the expected cost of production. The Company reports expected cash costs on an ounces of gold sold basis. Other companies may calculate these measures differently and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Expected cash costs reported by the Company includes mining, processing, transport, refining, general administration costs of the mine operations and royalties, but are exclusive of amortization, reclamation, capital and exploration costs and net of any value of the by-products.

All-in Sustaining Costs

This MD&A refers to expected AISC per ounce which is a non-GAAP measure however is a measure the Company believes more fully-defines the total costs associated with producing gold. This measurement has no standardized meaning under IFRS, accordingly there may be some variation in method of computation of “all-in sustaining costs” as determined by the Company compared with other mining companies. Expected AISC reported by the Company includes mine cash costs, land access payments, royalties, and sustaining capital expenditures, but excludes non-sustaining capitalized stripping and end of life reclamation costs. The expected life of mine AISC of $657/oz increases to $686/oz if end of mine life reclamation costs are included in accordance with the World Gold Council guidance on AISC.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 14 -

Exploration and Acquisition Expenditures

During the nine months ended September 30, 2019, the Company incurred $19,694,432 (September 30, 2018 - $31,547,916) in acquisition and deferred exploration and development costs. Expenditures for the nine months ended September 30, 2018 included a payment of $4,427,850 for an NSR Buy-Down (as defined below).

The following is a breakdown of the material components of the Company’s exploration and evaluation asset additions for the nine months ended September 30, 2019 and 2018:

	Railroad-
	Pinion	Lewis Gold
	Project	Project	Total
Nine Months Ended September 30, 2019	$	$	$
Exploration expenses
Claim maintenance fees	388,849	88,369	477,218
Consulting	1,292,810	95,134	1,387,944
Data Analysis	275,772	-	275,772
Drilling	6,581,515	464,391	7,045,906
Engineering	96,659	-	96,659
Environmental and permitting	1,118,732	9,824	1,128,556
Equipment rental	109,922	9,481	119,403
Geological	27,707	-	27,707
Geotechnical	16,927	-	16,927
Hydrology	1,308,443	-	1,308,443
Lease payments	889,200	-	889,200
Metallurgy	1,970,020	-	1,970,020
Preliminary economic assessment	902,737	-	902,737
Sampling and processing	320,193	533	320,726
Site development and reclamation	3,195,162	101,978	3,297,140
Supplies	428,239	1,835	430,074
	18,922,887	771,545	19,694,432

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 15 -

	Railroad-
	Pinion	Lewis Gold
	Project	Project	Total
Nine Months Ended September 30, 2018	$	$	$
Property acquisition and staking costs	4,989	-	4,989
NSR Buy-Down (1)	4,427,850	-	4,427,850
Exploration expenses
Claim maintenance fees	359,532	81,528	441,060
Consulting	2,443,709	81,721	2,525,430
Data Analysis	54,188	22,282	76,470
Drilling	12,844,120	174,781	13,018,901
Engineering	129,405	-	129,405
Environmental and permitting	321,695	-	321,695
Equipment rental	76,969	491	77,460
Geological	727,851	17,455	745,306
Geotechnical	567,313	-	567,313
Hydrology	408,252	-	408,252
Lease payments	953,018	-	953,018
Metallurgy	252,405	-	252,405
Preliminary economic assessment	417,302	-	417,302
Provision for site reclamation	942,713	-	942,713
Sampling and processing	518,840	78,052	596,892
Site development and reclamation	4,651,715	28,277	4,679,992
Supplies	846,883	1,002	847,885
Vehicle	113,578	-	113,578
	31,062,327	485,589	31,547,916

(1)      On March 23, 2018, the Company exercised its NSR buy-down option under its lease agreement with Pereira Family, LLC (“Pereira”) to reduce an NSR royalty from five percent (5%) to two percent (2%), by making a lump-sum payment of US$3.5 million to Pereira (the “NSR Buy-Down”).

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 16 -

The total cumulative acquisition and exploration costs of the Company to September 30, 2019 are summarized as follows:

		Railroad-	Lewis Gold
		Pinion Project	Project	Total
		$	$	$
	Property acquisition and staking costs	17,644,831	35,745,391	53,390,222
	NSR Buy-Down	4,427,850	-	4,427,850
	Exploration expenses
	Claim maintenance fees	2,138,213	249,035	2,387,248
	Consulting	15,060,460	411,538	15,471,998
	Data analysis/geological	5,425,498	85,593	5,511,091
	Drilling/site development	105,030,514	2,305,316	107,335,830
	Engineering	231,486	-	231,486
	Environmental	1,798,401	14,473	1,812,874
	Geotechnical	671,614	-	671,614
	Hydrology	2,239,172	-	2,239,172
	Lease payments	9,519,607	228,347	9,747,954
	Legal fees for property acquisition	10,412	-	10,412
	Metallurgy	4,031,108	-	4,031,108
	Preliminary economic assessment	1,481,962	-	1,481,962
	Provision for site reclamation	946,010	-	946,010
	Sampling and processing	5,878,049	110,689	5,988,738
	Travel	469,491	-	469,491
	Vehicle	206,082	-	206,082
	Cumulative acquisition and exploration costs at September 30, 2019	177,210,759	39,150,382	216,361,141
Corporate Activities

During the nine months ended September 30, 2019, the Company granted a total of 1,921,424 stock options exercisable for periods of five years at a weighted average exercise price of $1.72 per share to directors, executive officers, employees and consultants of the Company. In addition, the Company granted 664,730 restricted share units to executive officers and directors of the Company. The Company also received total proceeds of $269,350 from the exercise of 355,000 stock options and 420,000 stock options expired unexercised.

In July 2019, the Company closed an underwritten public offering (the “2019 Financing”) and issued 17,250,000 common shares of the Company at a price of $1.22 per share for gross proceeds totalling $21,045,000.

The net proceeds of the 2019 Financing are being used for continued exploration and for permitting and development at the Railroad-Pinion Project and for working capital purposes (see “Use of Proceeds from 2019 Financing” below).

As at September 30, 2019, the Company had a cash position of $14,969,970 and working capital of $11,850,391. See “Liquidity, Financial Position and Capital Resources” below.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 17 -

Selected Quarterly Information

All financial information in this MD&A has been prepared in accordance with IFRS.

The following financial data is derived from the Financial Statements:

	For the three months ended September 30,		For the nine months ended September 30,
	2019 $	2018 $	2019 $	2018 $
Interest income	13,187	96,555	80,121	313,515
General and administrative expenses	(2,302,014)	(2,805,301)	(7,290,732)	(8,115,629)
Loss and comprehensive loss	(2,288,827)	(2,700,039)	(7,210,611)	(7,890,446)
Basic and diluted loss per common share	(0.01)	(0.01)	(0.03)	(0.03)

	As at September 30,
	2019 $	2018 $
Working capital	11,850,391	29,839,008
Exploration and evaluation assets	216,361,141	185,983,791
Total assets	235,168,370	219,870,197
Total liabilities	5,326,870	3,153,589

The Company’s mineral projects are in the exploration stage and, to date, the Company has not generated any revenues other than interest income. As at September 30, 2019, the Company had not yet achieved profitable operations and has accumulated losses of $70,596,462 (December 31, 2018 - $63,856,702) since inception. These losses resulted in a net loss per share (basic and diluted) for the nine months ended September 30, 2019 of $0.03 (September 30, 2018 - $0.03).

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.

Operating and Administrative Expenses

The Company’s operating and administrative expenses for the nine months ended September 30, 2019 totalled $7,290,732 (September 30, 2018 - $8,115,629), including share-based compensation incurred during the period, valued at $2,309,569 (September 30, 2018 - $3,070,407) calculated using the Black Scholes option pricing model.

The following tables detail changes in major expenditures between the nine months ended September 30, 2019 and 2018:

Expenses	Increase / Decrease in Expenses	Explanation for Change
Consulting fees	Decrease of $282,803	Decreased due to fewer marketing and financial advisory consultants engaged along with corporate cost cutting initiatives.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 18 -

Expenses	Increase / Decrease in Expenses	Explanation for Change
Professional fees	Decrease of $380,938	Decreased due to lower legal fees and decreased corporate activities.
Rent	Decrease of $207,970	Decreased due to change of accounting policy. (See “Changes in Accounting Policies including Initial Adoption” below).
Share-based compensation	Decrease of $760,838	Value of stock options and restricted share units vested in the first nine months of 2019 was lower than the comparative period.

The following tables detail changes in major expenditures between the three months ended September 30, 2019 and 2018:

Expenses	Increase / Decrease in Expenses	Explanation for Change
Consulting fees	Decrease of $26,276	Decreased due to fewer marketing and financial advisory consultants engaged along with corporate cost cutting initiatives.
Professional fees	Decrease of $109,450	Decreased due to lower legal fees and decreased corporate activities.
Rent	Decrease of $64,090	Decreased due to change of accounting policy. (See “Changes in Accounting Policies including Initial Adoption” below).
Share-based compensation	Decrease of $263,419	Value of stock options and restricted share units vested in the third quarter of 2019 was lower than the comparative period.

Summary of Quarterly Results

The following selected quarterly consolidated financial information is derived from the financial statements of the Company.

	3rd Quarter	2nd Quarter	1st Quarter	4th Quarter
Three months ended	Sep 30, 2019	Jun 30, 2019	Mar 31, 2019	Dec 31, 2018
	$	$	$	$
Interest income	13,187	16,185	50,749	83,643
Loss and comprehensive loss	(2,288,827)	(2,136,796)	(2,784,988)	(2,348,464)
Loss per share-basic and diluted	(0.01)	(0.01)	(0.01)	(0.01)
	3rd Quarter	2nd Quarter	1st Quarter	4th Quarter
Three months ended	Sep 30, 2018	Jun 30, 2018	Mar 31, 2018	Dec 31, 2017
	$	$	$	$
Interest income	96,555	159,472	57,488	54,854
Loss and comprehensive loss	(2,700,039)	(2,563,435)	(2,626,972)	(2,855,446)
Loss per share-basic and diluted	(0.01)	(0.01)	(0.01)	(0.01)
Gold Standard Ventures Corp. – Management Discussion and Analysis				Page - 19 -

Variances quarter over quarter can be explained as follows:

• In the quarters ended September 30, 2018, March 31, 2019, and September 30, 2019, the Company recorded a foreign exchange loss of $197,763, $162,765, and $80,589 respectively, due to the weakening of the U.S. dollar in those periods.

• In the quarters ended March 31, 2018, June 30, 2018, December 31, 2018, and June 30, 2019, the Company recorded a foreign exchange gain of $372,821, $222,448, $323,344, and $5,888, respectively, due to the strengthening of the U.S. dollar in those periods.

Liquidity, Financial Position and Capital Resources

To date, the Company has established mineral resources at the Pinion Deposit, the Dark Star Deposit, the Jasperoid Wash Deposit and the North Bullion Deposit, and mineral reserves at the Pinion Deposit and the Dark Star Deposit (see “Overall Performance” above), but is not in commercial production on any portion of the Railroad-Pinion Project or the Lewis Gold Project. 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 September 30, 2019 and December 31, 2018, the Company’s liquidity and capital resources were as follows:

	September 30, 2019	December 31, 2018
	$	$
Cash	14,969,970	18,333,732
Receivables	55,611	34,692
Prepaid expenses	552,558	489,902
Total current assets	15,578,139	18,858,326
Payables and accrued liabilities	3,572,563	1,950,222
Current portion of lease liabilities	155,185	-
Working capital	11,850,391	16,908,104

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, and expand its current, mineral deposits.

As at September 30, 2019, the Company had a cash position of $14,969,970 (December 31, 2018 - $18,333,732) derived from the net proceeds of the 2019 Financing and the exercise of stock options. As at September 30, 2019, the Company’s working capital was $11,850,391 (December 31, 2018 – $16,908,104).

The Company’s ability to continue 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 on hand to maintain its projects and finance its operating costs over the next 9 months, after which time the Company will require additional capital to carry out further exploration on the Railroad-Pinion Project and maintain operations. The Company’s ability to arrange financing in the future will depend, in part, upon the prevailing capital market conditions and the price of gold 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. See “Risks and Uncertainties” below.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 20 -

Use of Proceeds from 2019 Financing

In July 2019, the Company completed the 2019 Financing by issuing a total of 17,250,000 common shares at a price of $1.22 per share for net proceeds of approximately $19,293,429, net of cash commissions and expenses of $1,751,571.

The net proceeds of the 2019 Financing are being used as set out below:
Use of Proceeds	$
Exploration and drilling	5,400,000
Expenditures incurred in connection with the preparation of the PFS(1)	3,230,000
Lease and BLM payments(2)	1,850,000
General working capital	8,813,429
TOTAL	19,293,429

(1)	Expenditures to prepare the PFS for the Railroad-Pinion Project, including third party consultant and contractor fees and expenditures for additional testing, permitting, analysis and studies.
(2)	The BLM payments refer to the payment of claim fees to legally hold ground in the United States that are under the jurisdiction of the Bureau of Land Management according to the Mining Law of 1872.

Until utilized for the above purposes, the Company may invest the net proceeds that it does not immediately require in short-term marketable debt securities, cash balances, certificates of deposit, and other instruments issued by banks or guaranteed by the Government of Canada.

Off Balance Sheet Arrangements

The Company has no off balance sheet arrangements.

Commitments

As at the date of this MD&A, the Company has the following commitments:

1.	The Company has a lease agreement for an office space in Vancouver, B.C. expiring on April 30, 2020, incurring monthly rent payments of approximately $6,000 to the year 2020.
2.	The Company has a lease agreement for a property in Elko, Nevada expiring on August 28, 2022 and incurring minimum monthly rent payments from US$8,000 in 2017 increasing to US$10,000 in 2022. The Company has an option to purchase the property for US$1,100,000 with a credit to be applied to the purchase price based on a percentage of the minimum rent payments made in the year of purchase.
3.	The Company has two separate consulting agreements with the Chief Executive Officer & director and the Chief Financial Officer of the Company to provide management and other consulting services to the Company for an indefinite term. The agreements require total combined payments of $50,750 per month. The consulting agreements provide for a two-year payout totalling, on a collective basis, of approximately $1.7 million (including average discretionary bonuses paid in the preceding two years) in the event of termination without cause and a three-year payout totalling, on a collective basis, (including average discretionary bonuses paid in the preceding two years) of approximately $2.6 million in the event of termination following a change in control of the Company.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 21 -

4.	The Company has two separate employment agreements with the Chief Geologist and the Manager of Projects of the Company to provide exploration services to the Company for an indefinite term. The agreements require total combined payments of US$32,167 per month. The employment agreements provide for a two-year payout totalling, on a collective basis, of approximately US$1.0 million (including average discretionary bonuses paid in the preceding two years) in the event of termination following a change in control of the Company.
5.	The Company has an employment agreement with the Vice President - General Counsel & Corporate Secretary of the Company to provide corporate secretarial and legal services to the Company for an indefinite term. The agreement requires a payment of $19,167 per month. The employment agreement provides for a two-year payout totalling approximately $0.8 million (including average discretionary bonuses paid in the preceding two years not less than 70% of annual base salary) in the event of termination without cause and in the event of termination following a change in control of the Company.
6.	Pursuant to various mining leases and agreements, the Company’s estimated exploration and evaluation assets lease obligations, work commitments, and tax levies for the Railroad-Pinion Project for the remainder of 2019 are approximately US$657,000. See Item 4 “GENERAL DEVELOPMENT OF THE BUSINESS – Mineral Property” and Item 6 “MATERIAL MINERAL PROJECT” of the 2018 AIF and the 2018 Annual Financial Statements, respectively, for further details regarding the various lease payments and other obligations required by the Company to maintain the Railroad-Pinion Project in good standing.
7.	The Company’s estimated exploration and evaluation asset lease obligations and tax levies for fiscal 2019 for the Lewis Gold Project are approximately US$89,000.

There were no material changes during the nine months ended September 30, 2019 to the Company’s contractual obligations for the next five years and thereafter as disclosed in the summary table of contractual obligations as follows:

Contractual Obligations	Payments Due by Period
	Total	2019	2020 to 2021	2022 to 2023	After 2023
	$	$	$	$	$
Office Leases	483,930	54,158	323,828	105,944	-
Consulting Agreements 1, 3	2,588,250	152,250	1,218,000	1,218,000	Ongoing
Employment Agreements 2, 4, 5	2,987,920	175,760	1,406,080	1,406,080	Ongoing
Mining leases and agreements5, 6	12,294,802	987,928	6,356,641	4,950,233	Ongoing

(1)	These amounts assume that consulting fees will remain constant at current levels and do not include any amount for discretionary annual bonuses.
(2)	These amounts assume that salaries will remain constant at current levels and do not include any amount for discretionary annual bonuses.
(3)	This amount represents the total fees payable under consulting agreements with officers and directors of the Company over the next five years.
(4)	This amount represents the total salaries payable under employment agreements with certain key employees of the Company over the next five years.
(5)	Where applicable, this amount has been converted from U.S. dollars to Canadian dollars using the noon exchange rate of the Bank of Canada on September 30, 2019 of US$1.00 = C$1.3243.
(6)	Amounts shown for mining leases and agreements include estimates of option payments, mineral lease payments, work commitments and tax levies that are required to maintain the Company’s interest in the Railroad-Pinion Project and the Lewis Gold Project in good standing. See “Overall Performance”.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 22 -

Related Party Transactions

During the nine months ended September 30, 2019, the Company engaged in the following transactions with related parties, not disclosed elsewhere in this MD&A:

• Incurred management fees of $330,000 (September 30, 2018 - $330,000) to a company controlled by Jonathan Awde, a director and Chief Executive Officer of the Company. As at September 30, 2019, $nil (December 31, 2018 - $152,787) was included in accounts payable and accrued liabilities.

• Incurred financial management fees of $126,750 (September 30, 2018 - $126,750) and professional fees of $172,863 (September 30, 2018 - $172,863) to a company controlled by Michael Waldkirch, Chief Financial Officer of the Company. As at September 30, 2019, $4,725 (December 31, 2018 - $90,671) was included in accounts payable and accrued liabilities.

• Incurred administrative management fees of $172,500 (September 30, 2018 - $172,500) to Glenn Kumoi, Vice President - General Counsel and Corporate Secretary of the Company. As at September 30, 2019, $nil (December 31, 2018 - $53,244) was included in accounts payable and accrued liabilities.

• Incurred salary expense of $169,804 (September 30, 2018 - $nil), of which $144,333 (September 30, 2018 - $nil) was recorded as capitalized exploration and evaluation assets expenditures, to Donald Harris, the General Manager of the Company. As at September 30, 2019, $2,881 (December 31, 2018, $nil) was included in accounts payable and accrued liabilities.

• Incurred directors fees of $27,000 (September 30, 2018 - $27,000) to a company controlled by Robert McLeod, a director of the Company.

• Incurred directors fees of $31,500 (September 30, 2018 - $31,500) to Bruce McLeod, a director of the Company.

• Incurred directors fees of $31,500 (September 30, 2018 - $31,500) to William E. Threlkeld, a director of the Company.

• Incurred directors fees of $27,000 (September 30, 2018 - $27,000) to a company controlled by Jamie Strauss, a director of the Company.

• Incurred directors fees of $31,500 (September 30, 2018 - $31,500) to Zara Boldt, a director of the Company.

• Incurred directors fees of $31,500 (September 30, 2018 - $31,500) to Alex Morrison, a director of the Company.

• Incurred directors fees of $31,500 (September 30, 2018 - $24,290) to Ron Clayton, a director of the Company.

• Received rent payments of $9,000 (September 30, 2018 - $13,500) from Barksdale Capital Corp., a company related by way of common officers.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 23 -

Summary of key management personnel compensation:

	For the nine months ended September 30,
	2019	2019
	$	$
Management fees	840,750	833,540
Professional fees	172,863	172,863
Exploration and evaluation assets expenditures	144,333	122,560
Wages and salaries	25,471	21,628
Share-based compensation	1,509,959	1,857,947
	2,693,376	3,008,538

In accordance with International Accounting Standard (“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 (the “Board”) 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 are 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.

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 and the fact that the Railroad-Pinion Project and the Lewis Gold Project are still at the exploration stage. Furthermore, exploration activities are expensive and seldom result in the discovery of a commercially viable resource. Calculations of mineral resources and mineral reserves are only estimates. 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 will require 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 and the ability to maintain and extend leases on favourable terms. The Company is subject to the volatility in the market price of gold and other metals, which in the past have fluctuated wildly. The Company may face equipment shortages, access restrictions and lack of infrastructure. For the most part, the Railroad-Pinion Project and the Lewis Gold Project 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 Company is subject to foreign currency fluctuations. The mining industry is highly competitive in all its phases and the Company competes with other mining companies, many with greater financial and technical

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 24 -

resources, in the search for, and the acquisition of, mineral resource properties, in the marketing of minerals and the search for experienced personnel. 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. A cyber-security incident could adversely affect the Company’s ability to operate its business.

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 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 could in the future lose its foreign private issuer status if a majority of its common shares are held by residents in the United States and it fails to continue to meet any one of the additional “business contacts” requirements. If the Company loses its status as a foreign private issuer measured on the last day of its second fiscal quarter (i.e., June 30), it would commence reporting on January 1 of the following year on forms required of U.S. companies, such as Forms 10-K, 10-Q and 8-K. These forms require more detailed and extensive disclosure than the disclosure required by 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, together with attendant management costs, may be significantly more than the costs incurred as a Canadian foreign private issuer eligible to use not only the disclosure system for foreign private issuers but also the multi-jurisdictional disclosure system (“MJDS”) implemented by the SEC and the securities regulatory authorities in Canada. 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. issuers and would no longer be able to use the MJDS forms for registered offerings by Canadian companies in the United States. This 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 would regain the foreign private issuer status upon re-meeting the eligibility requirements on the last day of its next second fiscal quarter.

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 taxation year ended December 31, 2018 and expects to be a passive foreign investment company for the taxation year ending December 31, 2019. The Company will be providing Qualified Electing Fund information. As a result, a U.S. 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”. U.S. holders should consult with tax advisers with regard to their holdings of the Company’s shares.

Readers are cautioned that the foregoing list of risks, uncertainties and other factors is not exhaustive.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 25 -

For a more detailed discussion of the risk factors affecting the Company and its exploration activities, please refer to the 2018 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 and judgements as the basis for determining the stated amounts include the recoverability of exploration and evaluation assets, determination of functional currency, valuation of the acquisition of an associated company, valuation of share-based compensation, recognition of deferred tax amounts and reclamation provisions.

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.

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 within 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, risk-free 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.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 26 -

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.

Reclamation provisions

The Company’s reclamation provision represents management’s best estimate of the present value of the future cash outflows required to settle the obligation. Management assesses these provisions on an annual basis or when new information becomes available. This assessment includes the estimation of the future reclamation costs, the timing of these expenditures, inflation, and the impact of changes in discount rates, interest rates and foreign exchange rates. The actual future expenditures may differ from the amounts currently provided if the estimates made are significantly different than actual results or if there are significant changes in environmental and/or regulatory requirements in the future.

Valuation of right-of-use asset and lease liabilities

The application of IFRS 16 (as defined below) requires the Company to make judgments that affect the valuation of the right-of-use assets and the valuation of lease liabilities. These include: determining agreements in scope of IFRS 16, determining the contract term and determining the interest rate used for discounting of future cash flows.

The lease term determined by the Company is comprised of the non-cancellable period of lease agreements, periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option.

The present value of the lease payment is determined using a discount rate representing the rate of a commercial mortgage rate, observed in the period when the lease agreement commences or is modified.

Changes in Accounting Policies including Initial Adoption

There were no changes to the Company’s accounting policies during the nine months ended September 30, 2019, except for the following:

Leases

On January 1, 2019, the Company adopted IFRS 16 – Leases (“IFRS 16”) which replaced IAS 17 – Leases and IFRIC 4 – Determining Whether an Arrangement Contains a Lease. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases. The standard is effective for annual periods beginning on or after January 1, 2019. IFRS 16 eliminates the classification of leases as either operating leases or finance leases for a lessee. Instead, all leases are treated in a similar way to finance leases applied in IAS 17. IFRS 16 does not require a lessee to recognize assets and liabilities for short-term leases (i.e. leases of 12 months or less) and leases of low-value assets.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 27 -

The Company applied IFRS 16 using the modified retrospective method. Under this method, financial information will not be restated and will continue to be reported under the accounting standards in effect for those periods. The Company will recognize lease liabilities related to its lease commitments for its office leases. The lease liabilities will be measured at the present value of the remaining lease payments, discounted using the Company’s estimated incremental borrowing rate as at January 1, 2019, the date of initial application, resulting in no adjustment to the opening balance of deficit. The associated right-of-use assets will be measured at the lease liabilities amount, plus prepaid lease payments made by the Company. The Company has implemented the following accounting policies permitted under the new standard:

• leases of low dollar value will continue to be expensed as incurred; and

• the Company will not apply any grandfathering practical expedients.

As at January 1, 2019, the Company recognized $934,659 in right-of-use assets and $884,987 in lease liabilities as summarized below.

	$
Minimum lease payments under operating leases as of December 31, 2018	657,466
Assumed exercise of renewal of office lease in April 2020	460,050
Effect from discounting at the incremental borrowing rate as of January 1, 2019	(232,529	)
Lease liabilities recognized as of January 1, 2019	884,987
Prepaid lease payments	49,672
Right-of-use assets recognized as of January 1, 2019	934,659
The lease liabilities were discounted at a discount rate of 7% as at January 1, 2019.

New accounting policy for leases under IFRS 16

The following is the accounting policy for leases as of January 1, 2019 upon adoption of IFRS 16:

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists, and if the Company has the right to direct the use of the asset. At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.

As a lessee, the Company recognizes a right-of-use asset and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 28 -

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of:

• fixed payments, including in-substance fixed payments, less any lease incentives receivable;

• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

• amounts expected to be payable under a residual value guarantee;

• exercise prices of purchase options if the Company is reasonably certain to exercise that option; and

• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to profit or loss.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases are charged directly to profit on a straight-line basis over the lease term.

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, receivables, investments, reclamation bonds, and accounts payable and accrued liabilities. The fair value of these financial instruments, other than cash, approximates their carrying values due to the short-term nature of these instruments. Cash and investments 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, commodity price and equity price risk.

1.

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 between the Canadian and U.S. dollars. As at September 30, 2019, the Company had a foreign currency net monetary asset position of approximately US$3,635,000. Each 1% change in the U.S. dollar relative to the Canadian dollar will result in a foreign exchange gain/loss of approximately $36,000.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 29 -

2.	Credit risk
	Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. As the Company’s cash is held in large Canadian and U.S. financial institutions, it is not exposed to significant credit risk.
3.	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.
4.	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 are actively involved in the review, planning, and approval of significant expenditures and commitments.
5.	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, Restricted Share Units, Options and Warrants

As at November 12, 2019, the Company has 277,527,886 outstanding common shares, 1,061,464 restricted share units and no outstanding warrants. A summary of the stock options outstanding and exercisable as at the date of this MD&A is as follows:

Exercise	Number	Number
Price	Outstanding	Exercisable	Expiry Date
$
0.77	450,000	450,000	November 30, 2019*
0.73	2,125,000	2,125,000	November 27, 2020
3.16	457,500	457,500	September 29, 2021
2.24	325,000	325,000	June 1, 2022
2.12	2,030,540	2,030,540	August 1, 2022
2.25	600,000	600,000	September 12, 2022
1.96	100,000	66,667	January 15, 2023
2.11	2,314,256	1,542,837	March 5, 2023
2.11	100,000	66,667	April 27, 2023
1.96	160,000	106,667	September 14, 2023
1.74	1,701,424	567,141	January 31, 2024
1.49	50,000	16,667	March 15, 2024
1.20	50,000	16,667	August 16, 2024
	10,463,720	8,371,353
* Estimated

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 30 -

Corporate Governance

The Board substantially follows the recommended corporate governance guidelines for public companies under applicable Canadian securities legislation and the rules of the NYSE American LLC to ensure transparency and accountability to shareholders. The current Board is comprised of 8 individuals, 7 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 the audit committee, compensation committee, health, safety and environment committee, nominating and corporate governance committee and technical committee. The Company’s audit, compensation and corporate governance and nomination committees are each comprised of 3 directors, all of whom are independent of management. The Company’s technical committee is comprised of a director, who is independent of management, the Chief Geologist, the General Manager and a representative of OceanaGold Corporation. The Company’s health, safety and environmental committee is comprised of 2 directors, who are independent of management, the Vice President - General Counsel & Corporate Secretary and the Company’s Manager of Projects.

Management’s Report on Internal Control over Financial Reporting

National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”) of the Canadian Securities Administrators 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”). Each 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.

Each 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 (2013). 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 - 31 -

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 September 30, 2019 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 nine months ended September 30, 2019 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 2018 AIF;

• the 2018 Financial Statements;

• the 2018 Annual MD&A; and

• the Financial Statements.

This MD&A has been approved by the Board effective November 12, 2019.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 32 -

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EX-99.1

Exhibit 99.1

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019

EXPRESSED IN CANADIAN DOLLARS

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

September 30, 2019

(Expressed in Canadian Dollars - unaudited)

	Page
Contents	1
Condensed Interim Consolidated Statements of Financial Position	2
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss	3
Condensed Interim Consolidated Statements of Cash Flows	4
Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity	5
Notes to Condensed Interim Consolidated Financial Statements	6

1

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Condensed Interim Consolidated Statements of Financial Position

(Expressed in Canadian Dollars - unaudited)

	September 30,		December 31,
	2019		2018
	$		$
Assets
Current
Cash (Note 3)	14,969,970		18,333,732
Receivables	55,611		34,692
Prepaid expenses (Note 4)	552,558		489,902
	15,578,139		18,858,326
Exploration and evaluation assets (Note 5)	216,361,141		196,666,709
Reclamation bonds (Note 6)	2,110,590		2,154,027
Property and equipment (Note 7)	336,730		455,422
Right-of-use assets (Note 8)	781,770		-
	235,168,370		218,134,484
Liabilities
Current
Accounts payable and accrued liabilities (Notes 9 and 13)	3,572,563		1,950,222
Current portion of lease liabilities (Note 8)	155,185		-
	3,727,748		1,950,222
Lease liabilities (Note 8)	617,420		-
Provision for site reclamation (Note 10)	981,702		1,004,499
	5,326,870		2,954,721
Shareholders' equity
Share capital (Note 11)	290,481,596		270,513,901
Reserves (Note 11)	9,956,366		8,522,564
Deficit	(70,596,462	)	(63,856,702	)
	229,841,500		215,179,763
	235,168,370		218,134,484

Nature and Continuance of Operations (Note 1), Commitments (Note 16)

These condensed interim consolidated financial statements were authorized for issuance by the Board of Directors on November 8, 2019.

On Behalf of the Board of Directors:

“Alex Morrison”	“Zara Boldt”
Alex Morrison, Director	Zara Boldt, Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements

2

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

(Expressed in Canadian Dollars - unaudited)

	For the three months ended				For the nine months ended
	September 30,				September 30,
	2019		2018		2019		2018
	$		$		$		$
Expenses
Accretion expenses (Note 10)	2,193		-		6,607		-
Community relations	4,894		1,983		12,229		104,231
Consulting fees	225,038		251,314		439,318		722,121
Depreciation (Notes 7 and 8)	90,527		45,647		271,581		133,636
Foreign exchange loss (gain)	80,589		197,763		237,466		(397,506	)
Insurance	117,081		104,471		329,366		301,890
Interest expense on lease liabilities (Note 8)	14,581		-		45,844		-
Investor relations	82,806		72,348		165,804		154,436
Management fees (Note 13)	280,250		278,750		840,750		833,540
Office	134,849		124,680		398,187		424,741
Professional fees (Note 13)	212,979		322,429		684,091		1,065,029
Property investigation	6,320		29,728		66,849		36,622
Regulatory and shareholders service	53,946		90,833		261,302		368,771
Rent	-		64,090		-		207,970
Share-based compensation (Notes 11 and 13)	588,429		851,848		2,309,569		3,070,407
Travel and related	208,681		195,213		610,582		657,292
Wages and salaries (Note 13)	198,851		174,204		611,187		432,449
	(2,302,014	)	(2,805,301	)	(7,290,732	)	(8,115,629	)
Gain (loss) on investments	-		8,707		-		(88,332	)
Interest income	13,187		96,555		80,121		313,515
Loss and comprehensive loss for the period	(2,288,827	)	(2,700,039	)	(7,210,611	)	(7,890,446	)
Basic and diluted loss per share	(0.01	)	(0.01	)	(0.03	)	(0.03	)
Weighted average number of common shares outstanding (basic and diluted)	271,777,397		256,057,075		263,938,379		250,989,547

The accompanying notes are an integral part of these condensed interim consolidated financial statements

3

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Condensed Interim Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars - unaudited)

	For the nine months ended September 30,
	2019		2018
	$		$
Cash flows used in operating activities
Loss for the period	(7,210,611	)	(7,890,446	)
Items not affecting cash:
Depreciation	271,581		133,636
Share-based compensation	2,309,569		3,070,407
Accretion expense	6,607		-
Loss on investments	-		88,332
Unrealized foreign exchange	19,367		(31,846	)
Changes in non-cash working capital items
Decrease (increase) in receivables	(20,919	)	2,814
(Increase) in prepaid expenses	(112,328	)	(429,890	)
(Decrease) in accounts payable and accrued liabilities	(313,402	)	(687,532	)
	(5,050,136	)	(5,744,525	)
Cash flows used in investing activities
Reclamation bonds	(18,633	)	(55,892	)
Proceeds from sale of investments	-		220,703
Acquisition of property and equipment	-		(225,240	)
Exploration and evaluation assets expenditures	(17,844,775	)	(29,599,837	)
	(17,863,408	)	(29,660,266	)
Cash flows from financing activities
Proceeds from share issuances	21,045,000		48,907,549
Share issuance costs	(1,665,485	)	(2,838,520	)
Proceeds from exercise of stock options	269,350		2,113,632
Repayment of lease liabilities	(99,083	)	-
	19,549,782		48,182,661
Net change in cash	(3,363,762	)	12,777,870
Cash, beginning of period	18,333,732		18,458,791
Cash, end of period	14,969,970		31,236,661

Supplementary Cash Flow Information (Note 17)

The accompanying notes are an integral part of these condensed interim consolidated financial statements

4

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in Canadian Dollars - unaudited)

								Total
	Number of							Shareholders'
	Shares Issued	Share Capital		Reserves		Deficit		Equity
		$		$		$		$
Balance at December 31, 2017	233,536,671	220,941,105		6,505,922		(53,842,098	)	173,604,929
Shares issued for cash	23,857,341	48,907,549		-		-		48,907,549
Share issuance costs	-	(3,089,463	)	-		-		(3,089,463	)
Stock options exercised	2,415,666	3,754,710		(1,641,078	)	-		2,113,632
Stock options expired	-	-		(166,715	)	166,715		-
Stock options cancelled	-	-		(9,919	)	9,919		-
Share-based compensation	-	-		3,070,407		-		3,070,407
Loss for the period	-	-		-		(7,890,446	)	(7,890,446	)
Balance at September 30, 2018	259,809,678	270,513,901		7,758,617		(61,555,910	)	216,716,608
Stock options expired	-	-		(47,672	)	47,672		-
Share-based compensation	-	-		811,619		-		811,619
Loss for the period	-	-		-		(2,348,464	)	(2,348,464	)
Balance at December 31, 2018	259,809,678	270,513,901		8,522,564		(63,856,702	)	215,179,763
Shares issued for cash	17,250,000	21,045,000		-		-		21,045,000
Share issuance costs	-	(1,751,571	)	-		-		(1,751,571	)
Stock options exercised	355,000	486,341		(216,991	)	-		269,350
Restricted share units vested	113,208	187,925		(187,925	)	-		-
Stock options expired	-	-		(462,456	)	462,456		-
Restricted share units cancelled	-	-		(8,395	)	8,395		-
Share-based compensation	-	-		2,309,569		-		2,309,569
Loss for the period	-	-		-		(7,210,611	)	(7,210,611	)
Balance at September 30, 2019	277,527,886	290,481,596		9,956,366		(70,596,462	)	229,841,500

The accompanying notes are an integral part of these condensed interim consolidated financial statements

5

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 1 - Nature and Continuance of Operations

Gold Standard Ventures Corp. (the “Company”) was incorporated on February 6, 2004 under the Business Corporations Act (British Columbia) and is listed for trading on the Toronto Stock Exchange (“TSX”) under the symbol “GSV” and on the NYSE American 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 cost 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 cost 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 or through sale of the assets.

These condensed interim 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 September 30, 2019, 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 therefrom and/or raise equity capital or borrowings sufficient to meet current and future obligations.

NOTE 2 - Significant Accounting Policies and Basis of Preparation

The following is a summary of significant accounting policies used in the preparation of these condensed interim consolidated financial statements.

Statement of compliance
These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and International Accounting Standards (“IAS”) 34 “Interim Financial Reporting” as issued by the International Accounting Standards Board (“IASB”).

This condensed interim financial report does not include all of the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. It is therefore recommended that this financial report be read in conjunction with the annual audited financial statements of the Company for the year ended December 31, 2018.

6

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 2 - Significant Accounting Policies and Basis of Preparation (continued)

Statement of compliance (continued)
The accounting policies applied in preparation of these condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2018, except for the following:

Leases

On January 1, 2019, the Company adopted IFRS 16 – Leases (“IFRS 16”) which replaced IAS 17 – Leases and IFRIC 4 –Determining Whether an Arrangement Contains a Lease. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases. The standard is effective for annual periods beginning on or after January 1, 2019. IFRS 16 eliminates the classification of leases as either operating leases or finance leases for a lessee. Instead, all leases are treated in a similar way to finance leases applied in IAS 17. IFRS 16 does not require a lessee to recognize assets and liabilities for short-term leases (i.e. leases of 12 months or less) and leases of low-value assets.

The Company applied IFRS 16 using the modified retrospective method. Under this method, financial information will not be restated and will continue to be reported under the accounting standards in effect for those periods. The Company will recognize lease liabilities related to its lease commitments for its office leases. The lease liabilities will be measured at the present value of the remaining lease payments, discounted using the Company’s estimated incremental borrowing rate as at January 1, 2019, the date of initial application, resulting in no adjustment to the opening balance of deficit. The associated right-of-use assets will be measured at the lease liabilities amount, plus prepaid lease payments made by the Company. The Company has implemented the following accounting policies permitted under the new standard:

• leases of low dollar value will continue to be expensed as incurred; and

• the Company will not apply any grandfathering practical expedients.

As at January 1, 2019, the Company recognized $934,659 in right-of-use assets and $884,987 in lease liabilities as summarized below.

	$
Minimum lease payments under operating leases as of December 31, 2018	657,466
Assumed exercise of renewal of office lease in April 2020	460,050
Effect from discounting at the incremental borrowing rate as of January 1, 2019	(232,529	)
Lease liabilities recognized as of January 1, 2019	884,987
Prepaid lease payments	49,672
Right-of-use assets recognized as of January 1, 2019	934,659
The lease liabilities were discounted at a discount rate of 7% as at January 1, 2019.

New accounting policy for leases under IFRS 16

The following is the accounting policy for leases as of January 1, 2019 upon adoption of IFRS 16:

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists, and if the Company has the right to direct the use of the asset. At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.

7

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 2 - Significant Accounting Policies and Basis of Preparation (continued)

Statement of compliance (continued)
New accounting policy for leases under IFRS 16 (continued)

As a lessee, the Company recognizes a right-of-use asset and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of:

• fixed payments, including in-substance fixed payments, less any lease incentives receivable;

• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

• amounts expected to be payable under a residual value guarantee;

• exercise prices of purchase options if the Company is reasonably certain to exercise that option; and

• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to profit or loss.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases are charged directly to profit or loss on a straight-line basis over the lease term.

Basis of presentation
These condensed interim consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs, except for financial instruments measured at fair value. The condensed interim consolidated financial statements are presented in Canadian dollars unless otherwise noted.

Basis of consolidation
These condensed interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, JKR Gold Resources ULC, Gold Standard Ventures (US) Inc., Tacoma Exploration LLC, Battle Mountain Gold Inc., and Madison Enterprises (Nevada) Inc., from their dates of formation or acquisition. 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.

8

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

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 and judgements as the basis for determining the stated amounts include the recoverability of exploration and evaluation assets, determination of functional currency, valuation of the acquisition of an associated company, valuation of share-based compensation, recognition of deferred tax amounts and reclamation provisions.

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the condensed interim 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 within 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, risk-free 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.

9

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

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.

Reclamation provisions

The Company’s reclamation provision represents management’s best estimate of the present value of the future cash outflows required to settle the obligation. Management assesses these provisions on an annual basis or when new information becomes available. This assessment includes the estimation of the future reclamation costs, the timing of these expenditures, inflation, and the impact of changes in discount rates, interest rates and foreign exchange rates. The actual future expenditures may differ from the amounts currently provided if the estimates made are significantly different than actual results or if there are significant changes in environmental and/or regulatory requirements in the future.

Valuation of right-of-use asset and lease liabilities

The application of IFRS 16 requires the Company to make judgments that affect the valuation of the right-of-use assets and the valuation of lease liabilities. These include: determining agreements in scope of IFRS 16, determining the contract term and determining the interest rate used for discounting of future cash flows.

The lease term determined by the Company is comprised of the non-cancellable period of lease agreements, periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option.

The present value of the lease payment is determined using a discount rate representing the rate of a commercial mortgage rate, observed in the period when the lease agreement commences or is modified.

NOTE 3 – Cash

	September 30, 2019	December 31, 2018
	$	$
Cash at financial institutions	14,700,901	18,224,563
Cash held in lawyers’ trust account	269,069	109,169
	14,969,970	18,333,732

NOTE 4 – Prepaid Expenses

	September 30, 2019	December 31, 2018
	$	$
Prepaid expenses	531,879	468,600
Deposits	20,679	21,302
	552,558	489,902

10

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 5 – Exploration and Evaluation Assets

Expenditures for the periods related to exploration and evaluation assets located in Nevada, USA were as follows:

	Railroad- Pinion Project	Lewis Gold Project	Total
	$	$	$
Balance as at December 31, 2017	116,743,248	37,692,627	154,435,875
Property acquisition and staking costs	4,989	-	4,989
NSR buy-down	4,427,850	-	4,427,850
Exploration expenses
Claim maintenance fees	359,532	81,528	441,060
Consulting	3,692,499	81,721	3,774,220
Data Analysis	58,172	22,282	80,454
Drilling	18,472,855	174,781	18,647,636
Engineering	134,827	-	134,827
Environmental and permitting	387,679	-	387,679
Equipment rental	127,471	491	127,962
Geological	788,032	25,554	813,586
Geotechnical	654,687	-	654,687
Hydrology	930,729	-	930,729
Lease payments	1,805,255	118,784	1,924,039
Metallurgy	551,864	-	551,864
Preliminary economic assessment	579,226	-	579,226
Provision for site reclamation	946,010	-	946,010
Sampling and processing	561,710	81,770	643,480
Site development and reclamation	5,722,669	98,297	5,820,966
Supplies	1,224,990	1,002	1,225,992
Vehicle	113,578	-	113,578
	41,544,624	686,210	42,230,834
Balance as at December 31, 2018	158,287,872	38,378,837	196,666,709

11

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 5 - Exploration and Evaluation Assets (continued)

	Railroad- Pinion Project	Lewis Gold Project	Total
	$	$	$
Balance as at December 31, 2018	158,287,872	38,378,837	196,666,709
Claim maintenance fees	388,849	88,369	477,218
Consulting	1,292,810	95,134	1,387,944
Data analysis	275,772	-	275,772
Drilling	6,581,515	464,391	7,045,906
Engineering	96,659	-	96,659
Environmental and permitting	1,118,732	9,824	1,128,556
Equipment rental	109,922	9,481	119,403
Geological	27,707	-	27,707
Geotechnical	16,927	-	16,927
Hydrology	1,308,443	-	1,308,443
Lease payments	889,200	-	889,200
Metallurgy	1,970,020	-	1,970,020
Preliminary economic assessment	902,737	-	902,737
Sampling and processing	320,193	533	320,726
Site development and reclamation	3,195,162	101,978	3,297,140
Supplies	428,239	1,835	430,074
	18,922,887	771,545	19,694,432
Balance as at September 30, 2019	177,210,759	39,150,382	216,361,141

Railroad-Pinion Project

The Railroad-Pinion project is located in Elko County, Nevada, USA.

During the period from August 2009 to December 2018, the Company entered into various agreements to acquire or lease certain claims, properties and surface rights subject to net smelter return royalties (“NSR”) ranging between 1% and 5%. As well, certain claims are subject to a 1.5% Mineral Production Royalty. The agreements are subject to specific lease terms, extension options, back-in rights, buy down or purchase provisions, and work commitments as further detailed in the Company’s most recent annual audited consolidated financial statements.

During the nine months ended September 30, 2019, the Company entered into certain amendment agreements to amend various surface use and mining lease agreements (“Amendment Agreements”) to extend the primary term of these surface use and mining lease agreements for an additional eight years. The Company incurred a total of US$150,000 upon execution of these Amendment Agreements.

12

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 5 - Exploration and Evaluation Assets (continued)

Railroad-Pinion Project (continued)

Payment requirements from 2019 to 2023 under agreements are approximately as follows:

	Total Work commitment US$	Total Lease payment US$	Total US$
2019	-	657,000	657,000
2020	1,300,000	1,103,000	2,403,000
2021	1,300,000	910,000	2,210,000
2022	1,400,000	470,000	1,870,000
2023	1,300,000	470,000	1,770,000
	5,300,000	3,610,000	8,910,000

Lewis Gold Project

As a result of the acquisition of Battle Mountain Gold Inc., the Company acquired a 100% right, title and interest in mining claims located in the Battle Mountain Mining District in Lander County, Nevada, USA (the “Lewis Gold Project”).

The Lewis Gold Project is subject to an advance minimum annual royalty in the amount of US$60,000 in cash, which is subject to an annual escalation based upon a defined consumer price index. The advance minimum royalty payments are to be credited against any production royalty payable in the same year. Production royalties include a 3.5% NSR for gold and silver and a 4% NSR for other minerals such as lead, zinc, and copper.

NOTE 6 - Reclamation Bonds

In relation to its exploration and evaluation assets, the Company has posted reclamation bonds as at September 30, 2019 of $2,110,590 (US$1,595,176) (December 31, 2018 - $2,154,027 (US$1,581,158)).

13

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 7 - Property and Equipment

	Leasehold
	improvements	Computers	Total
	$	$	$
Cost:
At December 31, 2017	499,323	29,482	528,805
Additions	184,435	40,805	225,240
At December 31, 2018 and
September 30, 2019	683,758	70,287	754,045
Depreciation:
At December 31, 2017	116,020	4,422	120,442
Charge for the year	141,956	36,225	178,181
At December 31, 2018	257,976	40,647	298,623
Charge for the period	106,467	12,225	118,692
At September 30, 2019	364,443	52,872	417,315
Net book value:
At December 31, 2018	425,782	29,640	455,422
At September 30, 2019	319,315	17,415	336,730

NOTE 8 – Right-of-Use Assets and Lease Liabilities

Right-of-Use Assets

	Office Leases
Cost:	$
At December 31, 2017 and 2018	-
Adjustment on initial adoption of IFRS 16 (Note 2)	934,659
At September 30, 2019	934,659
Depreciation:
At December 31, 2017 and 2018	-
Charge for the period	152,889
At September 30, 2019	152,889
Net book value:
At December 31, 2018	-
At September 30, 2019	781,770

Depreciation of right-of-use assets is calculated using the straight-line method over the remaining lease term.

14

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 8 – Right-of-Use Assets and Lease Liabilities (continued)

Lease Liabilities
	$
Lease liabilities recognized as of January 1, 2019	884,987
Lease payments made	(144,927	)
Interest expense on lease liabilities	45,844
Foreign exchange adjustment	(13,299	)
	772,605
Less: current portion	(155,185	)
At September 30, 2019	617,420

The remaining minimum future lease payments, excluding estimated operating costs, for the term of the lease including assumed renewal periods are as follows:

	$
October 1, 2019 to December 31, 2019	50,185
Fiscal 2020	211,568
Fiscal 2021	225,648
Fiscal 2022	196,387
Fiscal 2023	94,055
2024 and beyond	129,836

NOTE 9 – Accounts Payable and Accrued Liabilities

	September 30, 2019	December 31, 2018
	$	$
Accounts payable	2,617,585	848,332
Accrued liabilities	954,978	1,101,890
	3,572,563	1,950,222

NOTE 10 – Provision for Site Reclamation

During the year ended December 31, 2018, the Company recorded a provision for the estimated cost of site reclamation relating to exploration activities at its Railroad-Pinion Project. The Company used an inflation rate of 2.16% and an average discount rate of 3.09% in calculating the estimated obligation. The undiscounted uninflated value of the cash flows required to settle the provision is approximately $1,138,149 expected to be incurred over the next 20 years.

	Railroad-Pinion
	Project
	$
Balance as at December 31, 2017	-
Increase in estimate	946,010
Foreign exchange adjustment	56,351
Accretion expense	2,138
Balance as at December 31, 2018	1,004,499
Foreign exchange adjustment	(29,404	)
Accretion expense	6,607
Balance as at September 30, 2019	981,702

15

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 11 - Share Capital and Reserves

Authorized Share Capital

Unlimited number of common shares without par value.

Issued Share Capital

In February 2018, the Company completed an underwritten public offering and a concurrent private placement financing and issued 18,626,440 common shares of the Company at a price of $2.05 per share for gross proceeds totalling $38,184,202, and incurred cash commissions and expenses of $2,623,077.

In September 2018, the Company completed a private placement financing and issued 5,230,901 common shares of the Company at a price of $2.05 per share for gross proceeds totalling $10,723,347, and incurred cash commissions and expenses of $466,386.

In January 2019, the Company issued 113,208 common shares of the Company at a fair value of $1.66 per share in connection to the vesting of restricted share units.

In July 2019, the Company completed an underwritten public offering financing and issued 17,250,000 common shares of the Company at a price of $1.22 per share for gross proceeds totalling $21,045,000, and incurred cash commissions and expenses of $1,751,571.

Share Purchase Warrants

There were no share purchase warrants outstanding as at September 30, 2019 and December 31, 2018.

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). Options may be granted for a maximum term of five years from the date of the grant, are non-transferable and generally expire within 90 days of termination of employment, consulting arrangement or holding office as a director or officer of the Company, are subject to provisions as determined by the Board of Directors (the “Board”) 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.

During the year ended December 31, 2018, the Company issued 2,415,666 common shares in relation to the exercise of 2,415,666 stock options for total proceeds of $2,113,632 and the fair value of $1,641,078 attributable to these stock options was transferred from reserves to share capital. Additionally, 292,934 stock options expired unexercised and 25,000 stock options were cancelled and the fair value of $224,306 attributable to these stock options was transferred from reserves to deficit. In addition, during the year ended December 31, 2018, the Company granted a total of 2,799,256 stock options as follows:

• 100,000 stock options with an exercise price of $1.96 per share vest one-third immediately, one-third on January 15, 2019, and one-third on January 15, 2020, with a fair value of $102,519.

• 2,439,256 stock options with an exercise price of $2.11 per share vest one-third immediately, one-third on January 26, 2019, and one-third on January 26, 2020, with a fair value of $2,599,050.

• 100,000 stock options with an exercise price of $2.11 per share vest one-third immediately, one-third on April 27, 2019, and one-third on April 27, 2020, with a fair value of $105,740.

• 160,000 stock options with an exercise price of $1.96 per share vest one-third immediately, one-third on June 26, 2019, and one-third on June 26, 2020, with a fair value of $156,288.

16

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 11 - Share Capital and Reserves (continued)

Stock Options (continued)

During the year ended December 31, 2018, the Company expensed a total of $3,227,899 as share-based compensation for values of stock options vested.

During the nine months ended September 30, 2019, the Company issued 355,000 common shares in relation to the exercise of 355,000 stock options for total proceeds of $269,350 and the fair value of $216,991 attributable to these stock options was transferred from reserves to share capital. Additionally, 420,000 stock options expired unexercised and the fair value of $462,456 attributable to these stock options was transferred from reserves to deficit. In addition, during the nine months ended September 30, 2019, the Company granted a total of 1,921,424 stock options as follows:

• 1,821,424 stock options with an exercise price of $1.74 per share vest one-third immediately, one-third on January 31, 2020, and one-third on January 31, 2021, with a fair value of $1,534,992.

• 50,000 stock options with an exercise price of $1.49 per share vest one-third immediately, one-third on March 15, 2020, and one-third on March 15, 2021, with a fair value of $32,988.

• 50,000 stock options with an exercise price of $1.20 per share vest one-third immediately, one-third on August 16, 2020, and one-third on August 16, 2021, with a fair value of $28,802.

During the nine months ended September 30, 2019, the Company expensed a total of $1,610,805 (September 30, 2018 –$2,638,727) as share-based compensation for values of stock options vested.

The fair value of options granted is estimated on the grant date using the Black-Scholes option pricing model using the following weighted average variables:

	For the nine months ended September 30,
	2019		2018
Risk-free interest rate	1.80	%	1.99	%
Expected option life in years	4 years		4 years
Expected stock price volatility	62	%	65	%
Expected dividend rate	0	%	0	%

A summary of stock option activities is as follows:

	Number of		Weighted average
	options		exercise price
			$
Outstanding at December 31, 2017	9,251,640		1.43
Exercised	(2,415,666	)	0.87
Granted	2,799,256		2.10
Expired	(292,934	)	2.12
Cancelled	(25,000	)	2.11
Outstanding at December 31, 2018	9,317,296		1.75
Exercised	(355,000	)	0.76
Granted	1,921,424		1.72
Expired	(420,000	)	2.14
Outstanding at September 30, 2019	10,463,720		1.76

17

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 11 - Share Capital and Reserves (continued)

Stock Options (continued)

A summary of the stock options outstanding and exercisable at September 30, 2019 is as follows:

Exercise	Number	Number
Price	Outstanding	Exercisable	Expiry Date
$
0.77	450,000	450,000	November 30, 2019*
0.73	2,125,000	2,125,000	November 27, 2020
3.16	457,500	457,500	September 29, 2021
2.24	325,000	325,000	June 1, 2022
2.12	2,030,540	2,030,540	August 1, 2022
2.25	600,000	600,000	September 12, 2022
1.96	100,000	66,667	January 15, 2023
2.11	2,314,256	1,542,837	March 5, 2023
2.11	100,000	66,667	April 27, 2023
1.96	160,000	106,667	September 14, 2023
1.74	1,701,424	567,141	January 31, 2024
1.49	50,000	16,667	March 15, 2024
1.20	50,000	16,667	August 16, 2024
	10,463,720	8,371,353
* Estimated

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.

Restricted Share Unit Award Plan

In 2017, the Company adopted a Restricted Share Unit Award Plan (“RSU Plan”) whereby the maximum number of common shares reserved for issue under the RSU Plan shall not exceed 5,000,000 common shares of the Company. In addition, the aggregate number of common shares issuable pursuant to the RSU Plan combined with all of the Company’s other security-based compensation arrangements, including the Company’s Stock Option Plan, shall not exceed 10% of the Company’s outstanding shares.

In March 2018, the Company granted 567,110 restricted share units (“RSUs”) to certain officers and directors with a fair value of $1,196,602. The RSUs issued to officers of the Company vest one-third every year. The directors of the Company, who have been granted RSUs, have the entitlement to have one-third of the grant vest every year. However, the RSUs will vest only when the director’s position on the Board has been terminated. During the year ended December 31, 2018, the Company expensed a total of $654,127 as share-based compensation for values of RSUs vested.

In January 2019, the Company granted 664,730 restricted share units to certain officers and directors with a fair value of $1,156,630. Certain RSUs issued to officers of the Company vest either one-third every year or approximately three years from the grant date. The directors of the Company, who have been granted RSUs, have the entitlement to have one-third of the grant vest every year. However, the RSUs will vest only when the director’s position on the Board has been terminated.

18

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 11 - Share Capital and Reserves (continued)

Restricted Share Unit Award Plan (continued)

During the nine months ended September 30, 2019, the Company cancelled 57,168 RSUs and the fair value of $8,395 attributable to these RSUs was transferred from reserves to deficit. In addition, the Company expensed a total of $698,764 (September 30, 2018 – $431,680) as share-based compensation for values of RSUs vested.

A summary of restricted share unit activities is as follows:

	Number of
	RSUs
Outstanding at December 31, 2017	-
Granted	567,110
Outstanding at December 31, 2018	567,110
Vested	(113,208	)
Granted	664,730
Cancelled	(57,168	)
Outstanding at September 30, 2019	1,061,464

NOTE 12 - Segmented Information

The Company has one operating segment, being the acquisition and exploration of exploration and evaluation assets.

Geographic information is as follows:

	As at September 30, 2019
	Canada	US	Total
	$	$	$
Reclamation bonds	-	2,110,590	2,110,590
Property and equipment	31,618	305,112	336,730
Exploration and evaluation assets	-	216,361,141	216,361,141
Right-of-use assets	391,967	389,803	781,770
	423,585	219,166,646	219,590,231
	As at December 31, 2018
	Canada	US	Total
	$	$	$
Reclamation bonds	-	2,154,027	2,154,027
Property and equipment	67,636	387,786	455,422
Exploration and evaluation assets	-	196,666,709	196,666,709
	67,636	199,208,522	199,276,158

19

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 13 - Related Party Transactions

During the nine months ended September 30, 2019, the Company entered into the following transactions with related parties, not disclosed elsewhere in these financial statements:

i.	As at September 30, 2019, $7,606 (December 31, 2018 - $296,702) was included in accounts payable and accrued liabilities owing to officers and directors of the Company in relation to professional fees and reimbursement of expenses.
ii.	The Company received $9,000 (September 30, 2018 - $13,500) of rent from a company related by way of common officers.

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 Board and corporate officers, including the Company’s Chief Executive Officer and Chief Financial Officer.

	For the nine months ended September 30,
	2019	2018
	$	$
Management fees	840,750	833,540
Professional fees	172,863	172,863
Exploration and evaluation assets expenditures	144,333	122,560
Wages and salaries	25,471	21,628
Share-based compensation	1,509,959	1,857,947
	2,693,376	3,008,538

NOTE 14 - 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 15 - 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, receivables, reclamation bonds, and accounts payable, and accrued liabilities. The fair value of these financial instruments, other than cash, approximates their carrying values due to the short-term nature of these instruments. Cash is measured at fair value using level 1 inputs.

20

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 15 - Financial Instruments and Risk Management (continued)

The Company is exposed to a variety of financial risks by virtue of its activities including currency, credit, interest rate, liquidity, and commodity price.

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 September 30, 2019, the Company had a foreign currency net monetary asset position of approximately US$3,635,000. Each 1% change in the US dollar relative to the Canadian dollar will result in a foreign exchange gain/loss of approximately $36,000.

b) Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company’s cash is held in large Canadian and U.S. financial institutions and the Company considers this risk to be remote.

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 are actively involved in the review, planning, and approval of significant expenditures and commitments.

e) Commodity price risk

The ability of the Company to raise funds 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 16 - Commitments

a)	The Company has two separate consulting agreements with 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 $50,750 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.
b)	The Company has two separate employment agreements with employees of the Company to provide exploration services to the Company for an indefinite term. The agreements require total combined payments of US$31,767 per month. Included in each agreement is a provision for a two-year payout in the event of termination following a change in control.
c)	The Company has an employment agreement with an officer of the Company to provide corporate secretarial and legal services to the Company for an indefinite term. The agreement requires payment of $19,167 per month. Included in the agreement is a provision for a two-year payout in the event of termination without cause or in the event of a change in control.

21

GOLD STANDARD VENTURES CORP.

(An Exploration Stage Company)

Notes to Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2019

(Expressed in Canadian Dollars - unaudited)

NOTE 17 – Supplementary Cash Flow Information

	For the nine months ended September 30,
	2019	2018
	$	$
Non-cash transactions
Exploration and evaluation assets expenditures in accounts payable	3,205,315	1,632,279
Share issuance costs in accounts payable	86,086	250,943
Reclassification of cancelled stock options	-	9,919
Reclassification of expired stock options	462,456	166,715
Reclassification of stock options exercised	216,991	1,641,078
Reclassification of cancelled restricted share units	8,395	-
Reclassification of restricted share unit vested	187,925	-
Capitalization of right-of-use assets and lease liabilities	934,659	-
Provision for site reclamation	-	942,713

22

EX-99.2

Exhibit 99.2

Management’s Discussion and Analysis

For the nine months ended

September 30, 2019

General

The purpose of this Management’s 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. (the “Company”). This MD&A 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 condensed interim consolidated financial statements and notes for the three and nine months ended September 30, 2019 (the “Financial Statements”) and the Company’s annual information form (the “2018 AIF”), annual management discussion and analysis (the “2018 Annual MD&A”) and annual audited consolidated financial statements (the “2018 Annual Financial Statements”) for the year ended December 31, 2018.

All information contained in this MD&A is current as of November 12, 2019 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 and at the Company’s website, www.goldstandardv.com. The date of this MD&A is November 12, 2019.

Forward-Looking Statements

Certain statements and information contained in this MD&A 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.

Examples of forward-looking information in this MD&A may pertain to the following, among others:

1.	the existence and estimates of mineral resources or reserves and the timing of development thereof;
2.	exploration and work programs, including reference to the Company’s plans of operations and notices of intent in place for the Railroad-Pinion Project (as defined below);
3.	plans for additional drilling and exploration activities to investigate potential development opportunities for the Railroad-Pinion Project, including the planned objectives of the 2019 exploration and development program on the Railroad-Pinion Project;
4.	plans and estimated costs related to pursuing a multi-faceted exploration, permitting, development, metallurgical testing and engineering program in the South Railroad (as defined below) portion of the Railroad-Pinion Project to advance the PFS (as defined below) to feasibility level;
5.	plans to pursue minority interests in certain key private land parcels where the Company currently holds less than a 100% interest;
6.	performance characteristics of mineral properties;
7.	plans related to the utilization of recent drilling results at the Dark Star Deposit (as defined below);

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 2 -

8.	mineral resource or reserve estimates based on recent drilling results;
9.	expectation that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration;
10.	management’s belief that the Company currently has sufficient cash on hand to maintain its projects and finance its operating costs over the next 9 months and the expectation that after this time the Company will require additional capital to carry out further exploration on the Railroad- Pinion Project and maintain operations;
11.	projections of market prices and costs, including estimates of costs and budgeting for potential exploration, operations and mining scenarios;
12.	estimated property holding and maintenance costs for the Railroad-Pinion Project;
13.	drilling plans and timing of drilling;
14.	treatment under governmental regulatory regimes and tax laws, including the expectation that the Company will be a passive foreign investment company for the taxable year ended December 31, 2019;
15.	the use of proceeds from the 2019 Financing (as defined below); and
16.	capital expenditure programs and the timing and method of financing thereof.

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:

1.	the Company’s limited operating history;
2.	the Company’s history of losses and expectation of future losses;
3.	uncertainty as to the Company’s ability to continue as a going concern;
4.	the existence of mineral resources on the Company’s mineral properties;
5.	the Company’s ability to obtain adequate financing for exploration and development;
6.	the Company’s ability to attract and retain qualified personnel;
7.	the Company’s ability to carry out operations in accordance with plans in the face of significant disruptions;
8.	the Company’s ability to convert mineral resource estimates previously classified as Inferred to Indicated or Measured and proceeding with economic studies for the Railroad-Pinion Project;
9.	fluctuations in foreign exchange or interest rates and stock market volatility;
10.	uncertainty as to the Company’s ability to maintain effective internal controls;
11.	the involvement by some of the Company’s directors and officers with other natural resource companies;

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12.	the uncertain nature of estimating mineral resources and reserves;
13.	uncertainty surrounding the Company’s ability to successfully develop its mineral properties;
14.	exploration, development and mining risks, including risks related to infrastructure, accidents and equipment breakdowns;
15.	title defects to the Company’s mineral properties;
16.	the Company’s ability to obtain all necessary permits and other approvals;
17.	risks related to equipment shortages, access restrictions and inadequate infrastructure;
18.	increased costs and restrictions on operations due to compliance with environmental legislation and potential lawsuits;
19.	fluctuations in the market price of gold (“Au”), other metals and certain other commodities (such as natural gas, fuel, oil, and electricity);
20.	intense competition in the mining industry; and
21.	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 MD&A, the Company has made various material assumptions, including, but not limited to:

1.	the results of the Company’s proposed exploration programs on the Railroad-Pinion Project will be consistent with current expectations;
2.	the Company’s assessment and interpretation of potential geological structures and mineralization at the Railroad-Pinion Project are accurate in all material respects;
3.	the quantity and grade of mineral resources and mineral reserves contained in the Railroad-Pinion Project are accurate in all material respects;
4.	further financing being required to complete the work programs and drilling on the Railroad- Pinion Project as recommended in the PFS Technical Report (as defined below);
5.	the price for gold, other precious metals and commodities will not change significantly from current levels;
6.	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;
7.	the Company will be able to obtain regulatory approvals, permits and water rights in a timely manner and on terms consistent with current expectations;
8.	the involvement by some of the Company’s directors and officers with other natural resource companies will not result in a conflict of interest which adversely affects the Company;
9.	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;
10.	the Company’s capital and operating costs will not increase significantly from current levels;

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 4 -

11.	key personnel will continue their employment with the Company and the Company will be able to recruit and retain additional qualified personnel, as needed, in a timely and cost efficient manner;
12.	there will be no significant adverse changes in the Canada/U.S. currency exchange or interest rates and stock markets;
13.	there will be no significant changes in the ability of the Company to comply with environmental, safety and other regulatory requirements; and
14.	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 Railroad-Pinion Project and operations.

Other assumptions are discussed throughout this MD&A and elsewhere in the Company’s public disclosure record.

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 this MD&A under, among other places, “Risks and Uncertainties” and elsewhere in the Company’s public disclosure record 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 MD&A and elsewhere in the Company’s public disclosure record.

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 MD&A 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 MD&A.

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.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 5 -

Cautionary Notes Regarding Mineral Resource Estimates

The disclosure in this MD&A has 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”). NI 43-101 is a regulation 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 United States Securities and Exchange Commission (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 mineral resources” could be upgraded to “indicated mineral 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 SEC Industry Guide 7 under Regulation S-K of the United States Securities Act of 1933. Disclosure of “contained ounces” is permitted disclosure under Canadian legislation; 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 MD&A 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.

The forward-looking statements and forward-looking information contained herein are based on information available as of November 12, 2019.

Overall Performance

The Company 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 has a limited history of operations and its only material mineral project, the Railroad-Pinion Project, is in the exploration stage. 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 nine months ended September 30, 2019, the Company had a loss and comprehensive loss of $7,210,611 (September 30, 2018 - $7,890,446). As at September 30, 2019, the Company had an accumulated deficit of $70,596,462 (December 31, 2018 - $63,856,702). As at September 30, 2019, the Company had cash of $14,969,970 and working capital of $11,850,391. Further financing will be required to fund the complete work program recommended in the PFS Technical Report, as defined below, to maintain its current land position and for ongoing activities. If the Company is successful in identifying additional resources through further drilling and analysis, it will require significant amounts of additional capital to construct processing facilities and to develop metallurgical processes to extract those resources at any mine site.

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The Company’s ability to arrange financing in the future will depend, in part, upon the prevailing capital market conditions, business performance, and other factors such as volatility in the market price of gold and the availability of necessary equipment and personnel in the highly competitive mining sector.

The Company’s flagship property is the Railroad-Pinion project located along the Piñon mountain range approximately 15 miles (24 kilometers) south-southeast of Carlin, Nevada, in the Railroad mining district (the “Railroad-Pinion Project”). The Railroad-Pinion Project has two adjacent parts: the North Railroad portion (“North Railroad”), which includes the POD, Sweet Hollow and North Bullion deposits (collectively, the “North Bullion Deposit”) and the South Railroad portion (“South Railroad”), which includes the Dark Star deposit (the “Dark Star Deposit”), the Pinion deposit (the “Pinion Deposit”) and the Jasperoid Wash deposit (the “Jasperoid Wash Deposit”). The Railroad-Pinion Project is an intermediate to advanced 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, adjacent to and south of Nevada Gold Mines’ Rain Mining District. 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 and certain stratigraphic contacts that are favorable for the formation of Carlin-style gold deposits. The Railroad-Pinion Project is centered on the fourth and southernmost dome-shaped window on the Carlin Trend.

The Railroad-Pinion Project constitutes a land position totalling 53,792 gross acres (21,769 hectares) and, with partial interests taken into consideration, 50,599 net acres (20,477 net hectares) of land in Elko County, Nevada. The Company owns, or otherwise controls 100% of the subsurface mineral rights on a total of 29,941 gross acres (12,117 hectares) of land held as patented or unpatented mineral lodes (claims). This includes 1,455 unpatented claims owned by the Company and 207 unpatented claims held under lease. The Company also owns or leases 30 patented claims. There is also a total of 23,628 gross acres (9,562 gross hectares) of private lands of which the Company’s ownership of the subsurface mineral rights varies from 49.2% to 100%, for a net position of approximately 20,658 acres (8,360 hectares). The Company is pursuing the minority interest in certain key private land parcels where it holds less than a 100% interest.

The Company owns or otherwise controls 100% of the mineral lands on which the Company’s Pinion Deposit, Dark Star Deposit, Jasperoid Wash Deposit, North Bullion Deposit, Sweet Hollow, and Pod resource areas are situated, subject to the terms of its leases, as applicable, and certain subsurface minority mineral interest holders in certain fee lands whom hold an approximate 0.8% to 1.51% mineral interest not subject to lease held by the Company. The lands on which the Company’s Pinion Deposit, Dark Star Deposit, Jasperoid Wash Deposit, North Bullion Deposit, Sweet Hollow, and Pod resource areas are situated are comprised of approximately 7,360 gross acres (2,978.49 hectares) and 7,320.19 net acres (2,962.38 hectares).

Portions of the patented, unpatented and private lands are encumbered with royalties predominantly in the form of standard Net (or Gross) Smelter Return (“NSR”) agreements or Net Profit Interest (“NPI”) agreements which the Company has sought to negotiate and reduce over time. See Item 6 “MATERIAL MINERAL PROJECT” in the 2018 AIF and the Financial Statements for a discussion of the currently active NSR and NPI encumbrances on the Railroad-Pinion Project.

Note regarding Acreage Disclosure

In this MD&A, the term “gross mineral acres” or “gross acres” in connection with a mineral interest means the total size in number of acres of the property (or a specific piece of property) in which the Company controls a mineral interest. The gross mineral acres are the maximum number of mineral acres the Company could potentially control in a particular piece of property. For example, if the Company leases a fifty percent (50%) mineral interest in a fee land parcel that is a total of 640 acres in size, then that particular parcel is 640 gross mineral acres.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 7 -

On the other hand, the term “net mineral acres” or “net acres” means the product of: (a) the total gross acres of the property (or specific piece of property) in which the Company controls a mineral interest; and (b) the percentage of the Company’s mineral interest therein which it controls by way of lease or actual ownership. For example, if the Company leases a fifty percent (50%) mineral interest in a fee land parcel that is a total of 640 acres in size, then the Company controls a total of 320 net mineral acres in that particular parcel. For the calculation of the gross and net mineral acreage for its properties, the Company does not include the surface in split estate fee land parcels.

Material Projects

The Company has identified the Railroad-Pinion Project, comprised of North Railroad and South Railroad, as the Company’s material mineral project for purposes of NI 43-101.

Scientific and technical disclosure for the Railroad-Pinion Project is supported by the technical report with an effective date of September 9, 2019, entitled “South Railroad Project NI 43-101 Technical Report, Preliminary Feasibility Study, Carlin Trend, Nevada, USA”, prepared by M3 Engineering & Technology Corporation (the “PFS Technical Report”). The PFS Technical Report can be accessed at www.sedar.com under the Company’s profile. The PFS Technical Report is the Company’s current technical report for the Railroad-Pinion Project.

The Company has focused on drilling and other exploration activities to prepare mineral resource estimates for each deposit, as well as mineral reserve estimates and a preliminary feasibility study for the Pinion Deposit and the Dark Star Deposit (the “PFS”), as summarized below and detailed in the PFS Technical Report. The Company plans additional drilling and exploration activities to investigate potential development opportunities for the Railroad-Pinion Project.

Pinion

The mineral resource estimate for the Pinion Deposit was constrained within a US$1,500/ounce Au optimized pit shell using gold cut-off grades of 0.14 g/t Au for heap leach material (oxide and transitional) and 1.0 g/t Au for sulfide material. The Pinion Deposit mineral resource estimate comprises a Measured Mineral Resource of 1.30 million tonnes averaging 0.64 g/t Au, representing a total of 27,000 contained ounces of gold, an Indicated Mineral Resource of 27.62 million tonnes averaging 0.58 g/t Au, representing a total of 517,000 contained ounces of gold, and an additional Inferred Mineral Resource of 10.81 million tonnes averaging 0.64 g/t Au, representing a further 224,000 ounces of gold. The Pinion Deposit silver (“Ag”) resource estimate was constrained to the gold block model and comprises a Measured Mineral Resource of 1.30 million tonnes averaging 5.15 g/t Ag, representing a total of 216,000 contained ounces of silver, an Indicated Mineral Resource of 27.62 million tonnes averaging 4.18 g/t Ag, representing a total of 3.71 million ounces of silver and an additional Inferred Mineral Resource of 10.81 million tonnes averaging 3.80 g/t Ag, representing a total of 1.32 million contained ounces of silver. Mineral Resources are inclusive of Mineral Reserves.

The mineral reserve estimate for the Pinion Deposit is based on an open pit mine plan and production schedule, a gold price of US$1,275/ounce and a silver price of US$16.50/ounce. The Pinion Deposit mineral reserve estimate comprises a Probable Reserve of 16.81 million tonnes averaging 0.63 g/t Au, representing a total of 341,000 contained ounces of gold and a Proven Reserve of 1.08 million tonnes averaging 0.66 g/t Au, representing a total of 23,000 contained ounces of gold. The Pinion Deposit silver reserve estimate comprises a Probable Reserve of 16.81 million tonnes averaging 4.65 g/t Ag, representing a total of 2.51 million contained ounces of silver, and a Proven Reserve of 1.08 million tonnes averaging 5.49 g/t Ag, representing a total of 191,000 contained ounces of silver.

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Dark Star

The mineral resource estimate for the Dark Star Deposit was constrained within a US$1,500 ounces/of gold optimized pit shell using gold cut-off grades of 0.14 g/t Au for heap leach material (oxide and transitional) and 1.0 g/t Au for sulfide material. The Dark Star Deposit mineral resource estimate comprises a Measured Mineral Resource of 5.86 million tonnes averaging 1.31 g/t Au, representing a total of 246,000 contained ounces of gold, an Indicated Mineral Resource of 26.86 million tonnes averaging 0.78 g/t Au, representing a total of 675,000 contained ounces of gold, and an additional Inferred Mineral Resource of 2.48 million tonnes averaging 0.70 g/t Au, representing a further 56,000 contained ounces of gold. Mineral Resources are inclusive of Mineral Reserves.

The mineral reserve estimate for the Dark Star Deposit is based on an open pit mine plan and production schedule and a gold price of US$1,275/ounce. The Dark Star Deposit mineral reserve estimate comprises a Probable Reserve of 24.02 million tonnes averaging 0.83 g/t Au, representing a total of 641,000 contained ounces of gold and a Proven Reserve of 5.43 million tonnes averaging 1.39 g/t Au, representing a total of 243,000 contained ounces of gold.

Jasperoid Wash

The mineral resource estimate for the Jasperoid Wash Deposit was constrained within a US$1,500 ounces/of gold optimized pit shell using gold cut-off grades of 0.14 g/t Au for heap leach material (oxide and transitional) and 1.0 g/t Au for sulfide material. The Jasperoid Wash Deposit mineral resource estimate comprises an Inferred Mineral Resource of 10.57 million tonnes averaging 0.33 g/t Au, representing a total of 111,000 contained ounces of gold.

North Bullion

The Sweet Hollow and POD oxide 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 2.92 million tonnes at 0.96 g/t Au for 90,100 contained ounces of gold and an Inferred Mineral Resource of 3.36 million tonnes at 0.43 g/t Au for 46,600 contained ounces of gold. The North Bullion Deposit sulphide Inferred Mineral Resource uses a cut-off grade of 1.25 g/t Au, which is constrained within an optimized pit shell, and is comprised of 2.05 million tonnes at 2.60 g/t Au for 171,400 contained ounces of gold. The North Bullion Deposit underground Inferred Mineral Resource, which is reported at a lower 2.25 g/t Au cut-off grade, comprises 5.55 million tonnes at 3.29 g/t Au for 587,700 contained ounces of gold.

Calculations of mineral resources and reserves are only estimates

Measured, 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 Mineral Resources disclosed above 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 further part of the mineral resources discussed herein will be converted into a Mineral Reserve in the future.

Preliminary Feasibility Study

Highlights from the PFS on the South Railroad portion of the Railroad-Pinion Project include:

PFS Highlights
Total Reserve Tons	47.344 M Tonnes
Average Grade	0.82 g Au/t Au; 4.70 g Ag/t Ag (Pinion)
Contained Gold / Silver Ounces	1.248 M oz Au; 2.705 M oz Ag

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 9 -

Average Recovery	69% ROM Au; 77% HPGR Au; 22% ROM Ag; 43% HPGR Ag
Average Annual Metal Placement	156,000 Ounces Au (Year 1-8); 541,000 Ounces Ag (Year 4-8)
Average Annual Metal Production	116,000 Ounces Au (Year 1-8), 205,000 Ounces Ag (Year 4-8)
Average Annual Tonnes Moved	24.3 Million Tonnes
Average Annual Reserve Tonnes	5.9 Million Tonnes
Strip Ratio	3.1:1
Initial Capital Expenditures	$194.0M
Expansion Capital Expenditures	$88.3M
LOM Sustaining Capital Expenditures	$20.4M
Average Life of Mine Mining Costs	$1.93/Tonne
Average Life of Mine Processing Costs	$1.83/Tonne ROM $4.87/Tonne HPGR
G & A	$0.71 /ore Tonne
Contingency	15%
Life of Mine Pre-Tax Cash Flow	$409.7M
Life of Mine Pre-Tax Net Present Value (“NPV”) (5%)	$302.1M
Life of Mine Pre-Tax Internal Rate of Return (“IRR”)	32.4%
Life of Mine Net Cash Flow After Tax	$337.1M
Life of Mine After Tax NPV (5%)	$241.5M
Life of Mine After-Tax IRR	27.8%
Cash Costs After By-Product Credit1	$582/oz
AISC1	$657/oz
Payback	2.7 Years

Note:
1. See “Non-GAAP Financial Measures” for a discussion of these measures.
2. The PFS was conducted using assumed metal prices of US$1,400/oz gold and US$17.11/oz silver. The mineral reserve estimate that provides the basis for the PFS was conducted at assumed metal prices of US$1,275/oz gold and US$16.50/oz silver.

Production Data
Life of Mine	Initial 8 Years + prestrip (8 months)
Average Annual Total Mine Throughput	24.3 Million Tonnes/year
Average Annual Ore Throughput	5.9 Million Tonnes/year
Total Ore Tonnes	47.344 Million Tonnes
Run of Mine Ore Tonnes	18.435 Million Tonnes
HPGR Crusher Ore Tonnes	28.536 Million Tonnes
Sulfide Toll Mill	0.373 Million Tonnes
Average Grade	0.82 g Au/t 4.70 g Ag/t (Pinion only)
Contained Ounces	1,248,000 oz Au 2,705,000 oz Ag (Pinion only)
Payable Metals	931,000 oz Au 1,040,000 oz Ag (Pinion only)

Note:

1. The PFS was conducted using assumed metal prices of US$1,400/oz gold and US$17.11/oz silver. The mineral reserve estimate that provides the basis for the PFS was conducted at assumed metal prices of US$1,275/oz gold and US$16.50/oz silver.

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Recommendations for the Railroad-Pinion Project

The authors of the PFS Technical Report recommended a multi-faceted program focused on the gold deposits in the South Railroad portion of the Railroad-Pinion Project to advance the PFS to feasibility level including exploration, permitting, development, metallurgical testing and engineering. The estimated cost to conduct the proposed program is US$21 million.

Q3 Developments

On August 6, 2019, the Company announced the 2019 exploration and development program on the Railroad-Pinion Project. The US$6.9 million program includes an estimated 14,600m of reverse circulation (“RC”) and core drilling in 52 holes. District exploration is approximately 10,800m of drilling, whereas step out and development work at the Dark Star Deposit and the Pinion Deposit is expected to account for approximately 3,800m.

The 2019 program objectives are:

(1)	completion of the PFS for the Dark Star and Pinion Deposits (completed);
(2)	step out drilling to the east and south of the Dark Star Deposit to test for resource expansion potential;
(3)	exploration drilling of high-value targets at the Hidden Star deposit, the Jasperoid Wash Deposit, the Dixie deposit (the “Dixie Deposit”), the LT deposit, the Ski Track deposit (the “Ski Track Deposit”) and the North Bullion Deposit; and
(4)	in the northern portion of the Dark Star Deposit, drill testing a newly recognized deep feeder- style target beneath the oxide resource.

Development

At the Dark Star Deposit, complete up to 13 step out RC holes (approximately 2,600m) to test for shallow oxide expansion potential to the north, east and south of the known resource. DC19-01, a core hole in the northern portion of the Dark Star Deposit that was suspended at 231m earlier this year due to weather, will also be completed. DC19-01 intersected 117.3m of 1.54 g Au/t, including 44.3m of 2.55 g Au/t (see April 25, 2019 news release). Drilling will also follow up DR19-65 (39.6m of 1.25 g Au/t) where mineralization remains open to the east (see March 26, 2019 news release). Additionally, drilling will step out to the south of the known mineral resource to test open-ended oxide mineralization identified by surface rock sampling and historic drilling.

At the Pinion Deposit, drill up to 10 metallurgical core holes (about 1,100m) for additional high-pressure grind roll (HPGR) testing.

District Exploration

Within the Dark Star Corridor, drill up to 8 RC (about 3,300m) holes and one core hole (about 350m) to test favorable Penn-Perm carbonate rocks that are folded, altered and crosscut by faults and igneous dikes. More specifically, the drilling will test new targets within the same structural setting as the Dark Star Deposit. The highest priority target is the Hidden Star deposit, located between the Dark Star Deposit and Dixie Deposit. Here, drilling will target the same fault blocks that host the Dark Star Deposit and Dixie Deposit, beneath a thin veneer of post-mineral volcanic cover. A core hole is also planned to test for the continuation of the Dark Star gold system beneath cover, approximately 1 km north of the current Dark Star Deposit.

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In the northern portion of the Dark Star Deposit, one deep scout drill hole (approximately 1,000m) will test the newly recognized Deep Dark Star target, a potential feeder / breccia-style opportunity beneath the current oxide resource. The northern portion of the oxide mineral resource contains unique geologic characteristics, suggestive of a larger, multi-stage, energetic gold system, including: numerous 100m - 200m intervals of plus 1 g Au/t oxide intercepts in drill holes; oxidation that extends from the current topographic surface to depths exceeding 350m; gold-bearing hydrothermal breccias, newly recognized quartz porphyry dikes and sills, and north-striking high-angle faults that act as controls on mineralization. Many of the high-angle, controls on mineralization project downdip where they intersect a buried anticline. These highly favorable structural features are confirmed by 2D seismic data. The initial scout drill hole will look to test favorable Penn-Perm age carbonate rocks and the underlying Webb-Devils Gate contact.

At the Jasperoid Wash Deposit and Ski Track Deposit, complete about 3,400m of RC and core drilling in at least 12 holes to step out and test new targets within this northerly-striking corridor, expand areas of known shallow oxide gold mineralization that have the potential for higher gold grades, and provide core for metallurgical testing.

At the LT target, located 3 km north-northwest of the Pinion Deposit, samples collected from surface outcrops in 2018 included assay values ranging from <0.005 to 12.90 g Au/t from over a 400m by 200m area (see October 11, 2018 news release). Gold mineralization is hosted in decalcified, silicified and oxidized multilithic dissolution collapse breccia proximal to a north-striking igneous dike. Up to 4 RC holes (approximately 1,460m) will test this newly conceptualized structural control.

West northwest of the North Bullion Deposit, 2 RC precollar / core tail holes (about 1,400m) will step out from drill hole RR17-06 which intercepted 41.7m of 1.91 g Au/t, including 7.6m of 6.32 g Au/t (see November 15, 2017 news release). This intercept is located approximately 550m west of the North Bullion Deposit and is considered a new zone of mineralization that is open in all directions.

On September 10, 2019, the Company announced positive results from the completion of the PFS on the South Railroad portion of the Railroad-Pinion Project.

Key Highlights of the PFS include:

• Pre-tax NPV of US$302.1M at a 5% discount rate and after tax NPV of US$241.5M at a US$1,400 gold price and a US$17.11 silver price, with a mineral reserve pit designs based on a gold price of US$1,275 per ounce and a silver price of US$16.50 per ounce.

• After tax IRR 27.8%.

• Average annual gold placement of 156,000 ounces gold per year over an initial 8-year mine life.

• Average life of mine cash cost of US$582 per ounce after by-product credit, and all in sustaining costs (“AISC”)¹ of US$657 per ounce.

• Proven and probable mineral reserves of 1.248 million ounces of gold and 2.705 million ounces of silver.

• Life of mine strip ratio of 3.1:1.

• Initial capital expenditures of US$194.0M.

1 See “Non-GAAP Financial Measures” for a discussion of these measures.
Gold Standard Ventures Corp. – Management Discussion and Analysis	Page - 12 -

• Project economics include 15% contingency

The Company also announced mineral reserve estimates for the Dark Star Deposit and the Pinion Deposit, along with mineral resource estimates for the Dark Star Deposit, the Pinion Deposit, the Jasperoid Wash Deposit and the North Bullion Deposit.

Recent Developments

On October 9, 2019, the Company reported more oxide gold results from 15 RC and core holes at the Dark Star Deposit.

Key highlights from the drilling included:

• In the northern portion of the Dark Star Deposit, core hole DC19-01, which was suspended at 231m due to weather conditions in March, was completed to a depth of 304.8m. The initial intercept of 117.3m of 1.54 g Au/t (see April 25, 2019 news release) has been lengthened and upgraded to a final intercept of 160.8m of 1.80 g Au/t, including two higher-grade intervals of 44.3m of 2.55 g Au/t and 22.3m of 3.58 g Au/t. These results are consistent with the current mineral resource block model.

• In the northern portion of the Dark Star Deposit, one deep scout drill hole is testing the newly recognized Deep Dark Star target, a potential feeder / breccia-style opportunity beneath the current oxide mineral reserve. The RC precollar portion of the hole intersected 126.5m of 0.76 g Au/t, including two higher-grade intervals of 7.6m of 1.45 g Au/t and 13.7m of 1.25 g Au/t. The core tail portion of the hole remains in progress.

• Additionally, 315 individual 3-meter horizontal channel samples were collected from north Dark Star roadcuts that were created for the infill drilling program. Results ranged from <0.005 to 7.41 g Au/t, and included three significant continuous intervals including: 18.0m of 3.08 g Au/t, 24.0m of 0.93 g Au/t and 21.0m of 0.31 g Au/t, based on a 0.14g Au/t cutoff. The new results outline a northwest- striking zone of surface oxide mineralization that is approximately 20m wide by 110m long. These results will be incorporated into the next mineral resource update.

• Infill drill results in the Dark Star Saddle (DR19-78, -80 and -82) returned zones of continuous oxide gold mineralization that expand the mineral resource potential in this structurally complex zone.
  Results along with additional drilling will be utilized to enhance the mine plan/ramp design in the connection area between the North and Main portions of the Dark Star Deposit.

• Stepout drilling to the east of Main Dark Star (DR19-68, -69, -76 and -77) returned intervals of oxide mineralization approximately 135-180m east of known bedrock-hosted mineralization. This is a new target area where intercepts are hosted in Quaternary gravels, which eroded from Main Dark Star.
  Drilling has roughly outlined an area 150x150m that is open to the north, east and south for further drill testing.

On October 24, 2019, the Company announced the filing of the PFS Technical Report. The PFS Technical Report was prepared in accordance with NI 43-101 by M3 Engineering & Technology Corporation and has been filed on SEDAR and the Company’s website.

On November 12, 2019, the Company reported the discovery of a new high-grade oxide zone at the LT deposit.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 13 -

Key highlights from the drilling included:

• LT19-02 intersected 12.2m of 1.58 g Au/t, including 3.1m of 5.16 g Au/t. Mineralization is near surface - beginning at approximately 23m below the current topographic surface and is well-oxidized, with cyanide solubility assays averaging 89%. These results confirm the discovery of high-grade oxide gold in the LT area that is open in all directions for additional drill testing.

• Gold mineralization is hosted in silicified, iron oxide bearing breccia in the hanging wall of a north-striking quartz feldspar porphyry dike. All of the Company's previous discoveries (e.g. Dark Star, Pinion, North Bullion, Jasperoid Wash and Dixie) are localized in dike-filled fault corridors, which are ideal structural locations for the development of gold systems.

• The LT19-02 intercept is located approximately 185m north of surface outcrops that returned assay values ranging from <0.005 to 12.90 g Au/t from over a 400m by 200m area (see October 11, 2018 news release). At this location, eight surface samples returned values exceeding 1.0 g Au/t, with four samples ranging from 4.50 g Au/t to 12.90 g Au/t. Gold mineralization is hosted in decalcified, silicified and oxidized multilithic breccia proximal to a north-striking igneous dike. Drilling has not yet tested the area of +1 g Au/t in surface outcrops.

• LT is a high value target that will receive exploration focus in 2020.

The scientific and technical content and interpretations contained in this MD&A have been reviewed and approved by Steven R. Koehler, Company’s Manager of Projects, BSc. Geology, CPG-10216, and a “qualified person”, as defined by NI 43-101.

Non-GAAP Financial Measures

The Company has included certain non-GAAP financial measures in this MD&A, including cash costs and all-in sustaining costs (AISC) per ounce of gold sold. These non-GAAP financial measures do not have any standardised meaning. Accordingly, these financial measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

Cash Costs

Cash costs are reflective of the expected cost of production. The Company reports expected cash costs on an ounces of gold sold basis. Other companies may calculate these measures differently and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Expected cash costs reported by the Company includes mining, processing, transport, refining, general administration costs of the mine operations and royalties, but are exclusive of amortization, reclamation, capital and exploration costs and net of any value of the by-products.

All-in Sustaining Costs

This MD&A refers to expected AISC per ounce which is a non-GAAP measure however is a measure the Company believes more fully-defines the total costs associated with producing gold. This measurement has no standardized meaning under IFRS, accordingly there may be some variation in method of computation of “all-in sustaining costs” as determined by the Company compared with other mining companies. Expected AISC reported by the Company includes mine cash costs, land access payments, royalties, and sustaining capital expenditures, but excludes non-sustaining capitalized stripping and end of life reclamation costs. The expected life of mine AISC of $657/oz increases to $686/oz if end of mine life reclamation costs are included in accordance with the World Gold Council guidance on AISC.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 14 -

Exploration and Acquisition Expenditures

During the nine months ended September 30, 2019, the Company incurred $19,694,432 (September 30, 2018 - $31,547,916) in acquisition and deferred exploration and development costs. Expenditures for the nine months ended September 30, 2018 included a payment of $4,427,850 for an NSR Buy-Down (as defined below).

The following is a breakdown of the material components of the Company’s exploration and evaluation asset additions for the nine months ended September 30, 2019 and 2018:

	Railroad-
	Pinion	Lewis Gold
	Project	Project	Total
Nine Months Ended September 30, 2019	$	$	$
Exploration expenses
Claim maintenance fees	388,849	88,369	477,218
Consulting	1,292,810	95,134	1,387,944
Data Analysis	275,772	-	275,772
Drilling	6,581,515	464,391	7,045,906
Engineering	96,659	-	96,659
Environmental and permitting	1,118,732	9,824	1,128,556
Equipment rental	109,922	9,481	119,403
Geological	27,707	-	27,707
Geotechnical	16,927	-	16,927
Hydrology	1,308,443	-	1,308,443
Lease payments	889,200	-	889,200
Metallurgy	1,970,020	-	1,970,020
Preliminary economic assessment	902,737	-	902,737
Sampling and processing	320,193	533	320,726
Site development and reclamation	3,195,162	101,978	3,297,140
Supplies	428,239	1,835	430,074
	18,922,887	771,545	19,694,432

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 15 -

	Railroad-
	Pinion	Lewis Gold
	Project	Project	Total
Nine Months Ended September 30, 2018	$	$	$
Property acquisition and staking costs	4,989	-	4,989
NSR Buy-Down (1)	4,427,850	-	4,427,850
Exploration expenses
Claim maintenance fees	359,532	81,528	441,060
Consulting	2,443,709	81,721	2,525,430
Data Analysis	54,188	22,282	76,470
Drilling	12,844,120	174,781	13,018,901
Engineering	129,405	-	129,405
Environmental and permitting	321,695	-	321,695
Equipment rental	76,969	491	77,460
Geological	727,851	17,455	745,306
Geotechnical	567,313	-	567,313
Hydrology	408,252	-	408,252
Lease payments	953,018	-	953,018
Metallurgy	252,405	-	252,405
Preliminary economic assessment	417,302	-	417,302
Provision for site reclamation	942,713	-	942,713
Sampling and processing	518,840	78,052	596,892
Site development and reclamation	4,651,715	28,277	4,679,992
Supplies	846,883	1,002	847,885
Vehicle	113,578	-	113,578
	31,062,327	485,589	31,547,916

(1)      On March 23, 2018, the Company exercised its NSR buy-down option under its lease agreement with Pereira Family, LLC (“Pereira”) to reduce an NSR royalty from five percent (5%) to two percent (2%), by making a lump-sum payment of US$3.5 million to Pereira (the “NSR Buy-Down”).

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 16 -

The total cumulative acquisition and exploration costs of the Company to September 30, 2019 are summarized as follows:

		Railroad-	Lewis Gold
		Pinion Project	Project	Total
		$	$	$
	Property acquisition and staking costs	17,644,831	35,745,391	53,390,222
	NSR Buy-Down	4,427,850	-	4,427,850
	Exploration expenses
	Claim maintenance fees	2,138,213	249,035	2,387,248
	Consulting	15,060,460	411,538	15,471,998
	Data analysis/geological	5,425,498	85,593	5,511,091
	Drilling/site development	105,030,514	2,305,316	107,335,830
	Engineering	231,486	-	231,486
	Environmental	1,798,401	14,473	1,812,874
	Geotechnical	671,614	-	671,614
	Hydrology	2,239,172	-	2,239,172
	Lease payments	9,519,607	228,347	9,747,954
	Legal fees for property acquisition	10,412	-	10,412
	Metallurgy	4,031,108	-	4,031,108
	Preliminary economic assessment	1,481,962	-	1,481,962
	Provision for site reclamation	946,010	-	946,010
	Sampling and processing	5,878,049	110,689	5,988,738
	Travel	469,491	-	469,491
	Vehicle	206,082	-	206,082
	Cumulative acquisition and exploration costs at September 30, 2019	177,210,759	39,150,382	216,361,141
Corporate Activities

During the nine months ended September 30, 2019, the Company granted a total of 1,921,424 stock options exercisable for periods of five years at a weighted average exercise price of $1.72 per share to directors, executive officers, employees and consultants of the Company. In addition, the Company granted 664,730 restricted share units to executive officers and directors of the Company. The Company also received total proceeds of $269,350 from the exercise of 355,000 stock options and 420,000 stock options expired unexercised.

In July 2019, the Company closed an underwritten public offering (the “2019 Financing”) and issued 17,250,000 common shares of the Company at a price of $1.22 per share for gross proceeds totalling $21,045,000.

The net proceeds of the 2019 Financing are being used for continued exploration and for permitting and development at the Railroad-Pinion Project and for working capital purposes (see “Use of Proceeds from 2019 Financing” below).

As at September 30, 2019, the Company had a cash position of $14,969,970 and working capital of $11,850,391. See “Liquidity, Financial Position and Capital Resources” below.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 17 -

Selected Quarterly Information

All financial information in this MD&A has been prepared in accordance with IFRS.

The following financial data is derived from the Financial Statements:

	For the three months ended September 30,		For the nine months ended September 30,
	2019 $	2018 $	2019 $	2018 $
Interest income	13,187	96,555	80,121	313,515
General and administrative expenses	(2,302,014)	(2,805,301)	(7,290,732)	(8,115,629)
Loss and comprehensive loss	(2,288,827)	(2,700,039)	(7,210,611)	(7,890,446)
Basic and diluted loss per common share	(0.01)	(0.01)	(0.03)	(0.03)

	As at September 30,
	2019 $	2018 $
Working capital	11,850,391	29,839,008
Exploration and evaluation assets	216,361,141	185,983,791
Total assets	235,168,370	219,870,197
Total liabilities	5,326,870	3,153,589

The Company’s mineral projects are in the exploration stage and, to date, the Company has not generated any revenues other than interest income. As at September 30, 2019, the Company had not yet achieved profitable operations and has accumulated losses of $70,596,462 (December 31, 2018 - $63,856,702) since inception. These losses resulted in a net loss per share (basic and diluted) for the nine months ended September 30, 2019 of $0.03 (September 30, 2018 - $0.03).

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.

Operating and Administrative Expenses

The Company’s operating and administrative expenses for the nine months ended September 30, 2019 totalled $7,290,732 (September 30, 2018 - $8,115,629), including share-based compensation incurred during the period, valued at $2,309,569 (September 30, 2018 - $3,070,407) calculated using the Black Scholes option pricing model.

The following tables detail changes in major expenditures between the nine months ended September 30, 2019 and 2018:

Expenses	Increase / Decrease in Expenses	Explanation for Change
Consulting fees	Decrease of $282,803	Decreased due to fewer marketing and financial advisory consultants engaged along with corporate cost cutting initiatives.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 18 -

Expenses	Increase / Decrease in Expenses	Explanation for Change
Professional fees	Decrease of $380,938	Decreased due to lower legal fees and decreased corporate activities.
Rent	Decrease of $207,970	Decreased due to change of accounting policy. (See “Changes in Accounting Policies including Initial Adoption” below).
Share-based compensation	Decrease of $760,838	Value of stock options and restricted share units vested in the first nine months of 2019 was lower than the comparative period.

The following tables detail changes in major expenditures between the three months ended September 30, 2019 and 2018:

Expenses	Increase / Decrease in Expenses	Explanation for Change
Consulting fees	Decrease of $26,276	Decreased due to fewer marketing and financial advisory consultants engaged along with corporate cost cutting initiatives.
Professional fees	Decrease of $109,450	Decreased due to lower legal fees and decreased corporate activities.
Rent	Decrease of $64,090	Decreased due to change of accounting policy. (See “Changes in Accounting Policies including Initial Adoption” below).
Share-based compensation	Decrease of $263,419	Value of stock options and restricted share units vested in the third quarter of 2019 was lower than the comparative period.

Summary of Quarterly Results

The following selected quarterly consolidated financial information is derived from the financial statements of the Company.

	3rd Quarter	2nd Quarter	1st Quarter	4th Quarter
Three months ended	Sep 30, 2019	Jun 30, 2019	Mar 31, 2019	Dec 31, 2018
	$	$	$	$
Interest income	13,187	16,185	50,749	83,643
Loss and comprehensive loss	(2,288,827)	(2,136,796)	(2,784,988)	(2,348,464)
Loss per share-basic and diluted	(0.01)	(0.01)	(0.01)	(0.01)
	3rd Quarter	2nd Quarter	1st Quarter	4th Quarter
Three months ended	Sep 30, 2018	Jun 30, 2018	Mar 31, 2018	Dec 31, 2017
	$	$	$	$
Interest income	96,555	159,472	57,488	54,854
Loss and comprehensive loss	(2,700,039)	(2,563,435)	(2,626,972)	(2,855,446)
Loss per share-basic and diluted	(0.01)	(0.01)	(0.01)	(0.01)
Gold Standard Ventures Corp. – Management Discussion and Analysis				Page - 19 -

Variances quarter over quarter can be explained as follows:

• In the quarters ended September 30, 2018, March 31, 2019, and September 30, 2019, the Company recorded a foreign exchange loss of $197,763, $162,765, and $80,589 respectively, due to the weakening of the U.S. dollar in those periods.

• In the quarters ended March 31, 2018, June 30, 2018, December 31, 2018, and June 30, 2019, the Company recorded a foreign exchange gain of $372,821, $222,448, $323,344, and $5,888, respectively, due to the strengthening of the U.S. dollar in those periods.

Liquidity, Financial Position and Capital Resources

To date, the Company has established mineral resources at the Pinion Deposit, the Dark Star Deposit, the Jasperoid Wash Deposit and the North Bullion Deposit, and mineral reserves at the Pinion Deposit and the Dark Star Deposit (see “Overall Performance” above), but is not in commercial production on any portion of the Railroad-Pinion Project or the Lewis Gold Project. 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 September 30, 2019 and December 31, 2018, the Company’s liquidity and capital resources were as follows:

	September 30, 2019	December 31, 2018
	$	$
Cash	14,969,970	18,333,732
Receivables	55,611	34,692
Prepaid expenses	552,558	489,902
Total current assets	15,578,139	18,858,326
Payables and accrued liabilities	3,572,563	1,950,222
Current portion of lease liabilities	155,185	-
Working capital	11,850,391	16,908,104

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, and expand its current, mineral deposits.

As at September 30, 2019, the Company had a cash position of $14,969,970 (December 31, 2018 - $18,333,732) derived from the net proceeds of the 2019 Financing and the exercise of stock options. As at September 30, 2019, the Company’s working capital was $11,850,391 (December 31, 2018 – $16,908,104).

The Company’s ability to continue 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 on hand to maintain its projects and finance its operating costs over the next 9 months, after which time the Company will require additional capital to carry out further exploration on the Railroad-Pinion Project and maintain operations. The Company’s ability to arrange financing in the future will depend, in part, upon the prevailing capital market conditions and the price of gold 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. See “Risks and Uncertainties” below.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 20 -

Use of Proceeds from 2019 Financing

In July 2019, the Company completed the 2019 Financing by issuing a total of 17,250,000 common shares at a price of $1.22 per share for net proceeds of approximately $19,293,429, net of cash commissions and expenses of $1,751,571.

The net proceeds of the 2019 Financing are being used as set out below:
Use of Proceeds	$
Exploration and drilling	5,400,000
Expenditures incurred in connection with the preparation of the PFS(1)	3,230,000
Lease and BLM payments(2)	1,850,000
General working capital	8,813,429
TOTAL	19,293,429

(1)	Expenditures to prepare the PFS for the Railroad-Pinion Project, including third party consultant and contractor fees and expenditures for additional testing, permitting, analysis and studies.
(2)	The BLM payments refer to the payment of claim fees to legally hold ground in the United States that are under the jurisdiction of the Bureau of Land Management according to the Mining Law of 1872.

Until utilized for the above purposes, the Company may invest the net proceeds that it does not immediately require in short-term marketable debt securities, cash balances, certificates of deposit, and other instruments issued by banks or guaranteed by the Government of Canada.

Off Balance Sheet Arrangements

The Company has no off balance sheet arrangements.

Commitments

As at the date of this MD&A, the Company has the following commitments:

1.	The Company has a lease agreement for an office space in Vancouver, B.C. expiring on April 30, 2020, incurring monthly rent payments of approximately $6,000 to the year 2020.
2.	The Company has a lease agreement for a property in Elko, Nevada expiring on August 28, 2022 and incurring minimum monthly rent payments from US$8,000 in 2017 increasing to US$10,000 in 2022. The Company has an option to purchase the property for US$1,100,000 with a credit to be applied to the purchase price based on a percentage of the minimum rent payments made in the year of purchase.
3.	The Company has two separate consulting agreements with the Chief Executive Officer & director and the Chief Financial Officer of the Company to provide management and other consulting services to the Company for an indefinite term. The agreements require total combined payments of $50,750 per month. The consulting agreements provide for a two-year payout totalling, on a collective basis, of approximately $1.7 million (including average discretionary bonuses paid in the preceding two years) in the event of termination without cause and a three-year payout totalling, on a collective basis, (including average discretionary bonuses paid in the preceding two years) of approximately $2.6 million in the event of termination following a change in control of the Company.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 21 -

4.	The Company has two separate employment agreements with the Chief Geologist and the Manager of Projects of the Company to provide exploration services to the Company for an indefinite term. The agreements require total combined payments of US$32,167 per month. The employment agreements provide for a two-year payout totalling, on a collective basis, of approximately US$1.0 million (including average discretionary bonuses paid in the preceding two years) in the event of termination following a change in control of the Company.
5.	The Company has an employment agreement with the Vice President - General Counsel & Corporate Secretary of the Company to provide corporate secretarial and legal services to the Company for an indefinite term. The agreement requires a payment of $19,167 per month. The employment agreement provides for a two-year payout totalling approximately $0.8 million (including average discretionary bonuses paid in the preceding two years not less than 70% of annual base salary) in the event of termination without cause and in the event of termination following a change in control of the Company.
6.	Pursuant to various mining leases and agreements, the Company’s estimated exploration and evaluation assets lease obligations, work commitments, and tax levies for the Railroad-Pinion Project for the remainder of 2019 are approximately US$657,000. See Item 4 “GENERAL DEVELOPMENT OF THE BUSINESS – Mineral Property” and Item 6 “MATERIAL MINERAL PROJECT” of the 2018 AIF and the 2018 Annual Financial Statements, respectively, for further details regarding the various lease payments and other obligations required by the Company to maintain the Railroad-Pinion Project in good standing.
7.	The Company’s estimated exploration and evaluation asset lease obligations and tax levies for fiscal 2019 for the Lewis Gold Project are approximately US$89,000.

There were no material changes during the nine months ended September 30, 2019 to the Company’s contractual obligations for the next five years and thereafter as disclosed in the summary table of contractual obligations as follows:

Contractual Obligations	Payments Due by Period
	Total	2019	2020 to 2021	2022 to 2023	After 2023
	$	$	$	$	$
Office Leases	483,930	54,158	323,828	105,944	-
Consulting Agreements 1, 3	2,588,250	152,250	1,218,000	1,218,000	Ongoing
Employment Agreements 2, 4, 5	2,987,920	175,760	1,406,080	1,406,080	Ongoing
Mining leases and agreements5, 6	12,294,802	987,928	6,356,641	4,950,233	Ongoing

(1)	These amounts assume that consulting fees will remain constant at current levels and do not include any amount for discretionary annual bonuses.
(2)	These amounts assume that salaries will remain constant at current levels and do not include any amount for discretionary annual bonuses.
(3)	This amount represents the total fees payable under consulting agreements with officers and directors of the Company over the next five years.
(4)	This amount represents the total salaries payable under employment agreements with certain key employees of the Company over the next five years.
(5)	Where applicable, this amount has been converted from U.S. dollars to Canadian dollars using the noon exchange rate of the Bank of Canada on September 30, 2019 of US$1.00 = C$1.3243.
(6)	Amounts shown for mining leases and agreements include estimates of option payments, mineral lease payments, work commitments and tax levies that are required to maintain the Company’s interest in the Railroad-Pinion Project and the Lewis Gold Project in good standing. See “Overall Performance”.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 22 -

Related Party Transactions

During the nine months ended September 30, 2019, the Company engaged in the following transactions with related parties, not disclosed elsewhere in this MD&A:

• Incurred management fees of $330,000 (September 30, 2018 - $330,000) to a company controlled by Jonathan Awde, a director and Chief Executive Officer of the Company. As at September 30, 2019, $nil (December 31, 2018 - $152,787) was included in accounts payable and accrued liabilities.

• Incurred financial management fees of $126,750 (September 30, 2018 - $126,750) and professional fees of $172,863 (September 30, 2018 - $172,863) to a company controlled by Michael Waldkirch, Chief Financial Officer of the Company. As at September 30, 2019, $4,725 (December 31, 2018 - $90,671) was included in accounts payable and accrued liabilities.

• Incurred administrative management fees of $172,500 (September 30, 2018 - $172,500) to Glenn Kumoi, Vice President - General Counsel and Corporate Secretary of the Company. As at September 30, 2019, $nil (December 31, 2018 - $53,244) was included in accounts payable and accrued liabilities.

• Incurred salary expense of $169,804 (September 30, 2018 - $nil), of which $144,333 (September 30, 2018 - $nil) was recorded as capitalized exploration and evaluation assets expenditures, to Donald Harris, the General Manager of the Company. As at September 30, 2019, $2,881 (December 31, 2018, $nil) was included in accounts payable and accrued liabilities.

• Incurred directors fees of $27,000 (September 30, 2018 - $27,000) to a company controlled by Robert McLeod, a director of the Company.

• Incurred directors fees of $31,500 (September 30, 2018 - $31,500) to Bruce McLeod, a director of the Company.

• Incurred directors fees of $31,500 (September 30, 2018 - $31,500) to William E. Threlkeld, a director of the Company.

• Incurred directors fees of $27,000 (September 30, 2018 - $27,000) to a company controlled by Jamie Strauss, a director of the Company.

• Incurred directors fees of $31,500 (September 30, 2018 - $31,500) to Zara Boldt, a director of the Company.

• Incurred directors fees of $31,500 (September 30, 2018 - $31,500) to Alex Morrison, a director of the Company.

• Incurred directors fees of $31,500 (September 30, 2018 - $24,290) to Ron Clayton, a director of the Company.

• Received rent payments of $9,000 (September 30, 2018 - $13,500) from Barksdale Capital Corp., a company related by way of common officers.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 23 -

Summary of key management personnel compensation:

	For the nine months ended September 30,
	2019	2019
	$	$
Management fees	840,750	833,540
Professional fees	172,863	172,863
Exploration and evaluation assets expenditures	144,333	122,560
Wages and salaries	25,471	21,628
Share-based compensation	1,509,959	1,857,947
	2,693,376	3,008,538

In accordance with International Accounting Standard (“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 (the “Board”) 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 are 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.

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 and the fact that the Railroad-Pinion Project and the Lewis Gold Project are still at the exploration stage. Furthermore, exploration activities are expensive and seldom result in the discovery of a commercially viable resource. Calculations of mineral resources and mineral reserves are only estimates. 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 will require 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 and the ability to maintain and extend leases on favourable terms. The Company is subject to the volatility in the market price of gold and other metals, which in the past have fluctuated wildly. The Company may face equipment shortages, access restrictions and lack of infrastructure. For the most part, the Railroad-Pinion Project and the Lewis Gold Project 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 Company is subject to foreign currency fluctuations. The mining industry is highly competitive in all its phases and the Company competes with other mining companies, many with greater financial and technical

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 24 -

resources, in the search for, and the acquisition of, mineral resource properties, in the marketing of minerals and the search for experienced personnel. 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. A cyber-security incident could adversely affect the Company’s ability to operate its business.

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 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 could in the future lose its foreign private issuer status if a majority of its common shares are held by residents in the United States and it fails to continue to meet any one of the additional “business contacts” requirements. If the Company loses its status as a foreign private issuer measured on the last day of its second fiscal quarter (i.e., June 30), it would commence reporting on January 1 of the following year on forms required of U.S. companies, such as Forms 10-K, 10-Q and 8-K. These forms require more detailed and extensive disclosure than the disclosure required by 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, together with attendant management costs, may be significantly more than the costs incurred as a Canadian foreign private issuer eligible to use not only the disclosure system for foreign private issuers but also the multi-jurisdictional disclosure system (“MJDS”) implemented by the SEC and the securities regulatory authorities in Canada. 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. issuers and would no longer be able to use the MJDS forms for registered offerings by Canadian companies in the United States. This 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 would regain the foreign private issuer status upon re-meeting the eligibility requirements on the last day of its next second fiscal quarter.

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 taxation year ended December 31, 2018 and expects to be a passive foreign investment company for the taxation year ending December 31, 2019. The Company will be providing Qualified Electing Fund information. As a result, a U.S. 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”. U.S. holders should consult with tax advisers with regard to their holdings of the Company’s shares.

Readers are cautioned that the foregoing list of risks, uncertainties and other factors is not exhaustive.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 25 -

For a more detailed discussion of the risk factors affecting the Company and its exploration activities, please refer to the 2018 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 and judgements as the basis for determining the stated amounts include the recoverability of exploration and evaluation assets, determination of functional currency, valuation of the acquisition of an associated company, valuation of share-based compensation, recognition of deferred tax amounts and reclamation provisions.

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.

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 within 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, risk-free 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.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 26 -

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.

Reclamation provisions

The Company’s reclamation provision represents management’s best estimate of the present value of the future cash outflows required to settle the obligation. Management assesses these provisions on an annual basis or when new information becomes available. This assessment includes the estimation of the future reclamation costs, the timing of these expenditures, inflation, and the impact of changes in discount rates, interest rates and foreign exchange rates. The actual future expenditures may differ from the amounts currently provided if the estimates made are significantly different than actual results or if there are significant changes in environmental and/or regulatory requirements in the future.

Valuation of right-of-use asset and lease liabilities

The application of IFRS 16 (as defined below) requires the Company to make judgments that affect the valuation of the right-of-use assets and the valuation of lease liabilities. These include: determining agreements in scope of IFRS 16, determining the contract term and determining the interest rate used for discounting of future cash flows.

The lease term determined by the Company is comprised of the non-cancellable period of lease agreements, periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option.

The present value of the lease payment is determined using a discount rate representing the rate of a commercial mortgage rate, observed in the period when the lease agreement commences or is modified.

Changes in Accounting Policies including Initial Adoption

There were no changes to the Company’s accounting policies during the nine months ended September 30, 2019, except for the following:

Leases

On January 1, 2019, the Company adopted IFRS 16 – Leases (“IFRS 16”) which replaced IAS 17 – Leases and IFRIC 4 – Determining Whether an Arrangement Contains a Lease. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases. The standard is effective for annual periods beginning on or after January 1, 2019. IFRS 16 eliminates the classification of leases as either operating leases or finance leases for a lessee. Instead, all leases are treated in a similar way to finance leases applied in IAS 17. IFRS 16 does not require a lessee to recognize assets and liabilities for short-term leases (i.e. leases of 12 months or less) and leases of low-value assets.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 27 -

The Company applied IFRS 16 using the modified retrospective method. Under this method, financial information will not be restated and will continue to be reported under the accounting standards in effect for those periods. The Company will recognize lease liabilities related to its lease commitments for its office leases. The lease liabilities will be measured at the present value of the remaining lease payments, discounted using the Company’s estimated incremental borrowing rate as at January 1, 2019, the date of initial application, resulting in no adjustment to the opening balance of deficit. The associated right-of-use assets will be measured at the lease liabilities amount, plus prepaid lease payments made by the Company. The Company has implemented the following accounting policies permitted under the new standard:

• leases of low dollar value will continue to be expensed as incurred; and

• the Company will not apply any grandfathering practical expedients.

As at January 1, 2019, the Company recognized $934,659 in right-of-use assets and $884,987 in lease liabilities as summarized below.

	$
Minimum lease payments under operating leases as of December 31, 2018	657,466
Assumed exercise of renewal of office lease in April 2020	460,050
Effect from discounting at the incremental borrowing rate as of January 1, 2019	(232,529	)
Lease liabilities recognized as of January 1, 2019	884,987
Prepaid lease payments	49,672
Right-of-use assets recognized as of January 1, 2019	934,659
The lease liabilities were discounted at a discount rate of 7% as at January 1, 2019.

New accounting policy for leases under IFRS 16

The following is the accounting policy for leases as of January 1, 2019 upon adoption of IFRS 16:

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists, and if the Company has the right to direct the use of the asset. At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.

As a lessee, the Company recognizes a right-of-use asset and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 28 -

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease, or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of:

• fixed payments, including in-substance fixed payments, less any lease incentives receivable;

• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

• amounts expected to be payable under a residual value guarantee;

• exercise prices of purchase options if the Company is reasonably certain to exercise that option; and

• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to profit or loss.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases are charged directly to profit on a straight-line basis over the lease term.

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, receivables, investments, reclamation bonds, and accounts payable and accrued liabilities. The fair value of these financial instruments, other than cash, approximates their carrying values due to the short-term nature of these instruments. Cash and investments 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, commodity price and equity price risk.

1.

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 between the Canadian and U.S. dollars. As at September 30, 2019, the Company had a foreign currency net monetary asset position of approximately US$3,635,000. Each 1% change in the U.S. dollar relative to the Canadian dollar will result in a foreign exchange gain/loss of approximately $36,000.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 29 -

2.	Credit risk
	Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. As the Company’s cash is held in large Canadian and U.S. financial institutions, it is not exposed to significant credit risk.
3.	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.
4.	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 are actively involved in the review, planning, and approval of significant expenditures and commitments.
5.	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, Restricted Share Units, Options and Warrants

As at November 12, 2019, the Company has 277,527,886 outstanding common shares, 1,061,464 restricted share units and no outstanding warrants. A summary of the stock options outstanding and exercisable as at the date of this MD&A is as follows:

Exercise	Number	Number
Price	Outstanding	Exercisable	Expiry Date
$
0.77	450,000	450,000	November 30, 2019*
0.73	2,125,000	2,125,000	November 27, 2020
3.16	457,500	457,500	September 29, 2021
2.24	325,000	325,000	June 1, 2022
2.12	2,030,540	2,030,540	August 1, 2022
2.25	600,000	600,000	September 12, 2022
1.96	100,000	66,667	January 15, 2023
2.11	2,314,256	1,542,837	March 5, 2023
2.11	100,000	66,667	April 27, 2023
1.96	160,000	106,667	September 14, 2023
1.74	1,701,424	567,141	January 31, 2024
1.49	50,000	16,667	March 15, 2024
1.20	50,000	16,667	August 16, 2024
	10,463,720	8,371,353
* Estimated

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 30 -

Corporate Governance

The Board substantially follows the recommended corporate governance guidelines for public companies under applicable Canadian securities legislation and the rules of the NYSE American LLC to ensure transparency and accountability to shareholders. The current Board is comprised of 8 individuals, 7 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 the audit committee, compensation committee, health, safety and environment committee, nominating and corporate governance committee and technical committee. The Company’s audit, compensation and corporate governance and nomination committees are each comprised of 3 directors, all of whom are independent of management. The Company’s technical committee is comprised of a director, who is independent of management, the Chief Geologist, the General Manager and a representative of OceanaGold Corporation. The Company’s health, safety and environmental committee is comprised of 2 directors, who are independent of management, the Vice President - General Counsel & Corporate Secretary and the Company’s Manager of Projects.

Management’s Report on Internal Control over Financial Reporting

National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”) of the Canadian Securities Administrators 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”). Each 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.

Each 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 (2013). 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 - 31 -

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 September 30, 2019 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 nine months ended September 30, 2019 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 2018 AIF;

• the 2018 Financial Statements;

• the 2018 Annual MD&A; and

• the Financial Statements.

This MD&A has been approved by the Board effective November 12, 2019.

Gold Standard Ventures Corp. – Management Discussion and Analysis Page - 32 -