Annual Report (foreign Private Issuer) (40-f)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

☐ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

☒ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended: December 31, 2021

Commission File Number: 001-35571

Gold Standard Ventures Corp.

(Exact name of registrant as specified in its charter)

British Columbia

(Province or Other Jurisdiction of Incorporation or Organization)

1040

(Primary Standard Industrial Classification Code)

Not Applicable

(I.R.S. Employer Identification No.)

Suite 610 - 815 West Hastings Street

Vancouver, BC, CanadaV6C 1B4

[phone]

(Address and telephone number of registrant’s principal executive offices)

Gold Standard Ventures (US) Inc.

2320 Last Chance Road

Elko, Nevada89801

[phone]

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol	Name of Each Exchange On Which Registered:
Common Shares, no par value	GSV	NYSE American LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

For annual reports, indicate by check mark the information filed with this form:

☒ Annual Information Form ☒ Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report:

As of December 31, 2021, there were 357,970,251 common shares outstanding.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

☒ Yes ☐ No

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

☐ Emerging growth company

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

☐

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☒

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EXPLANATORY NOTE

 

Gold Standard Ventures Corp. (the “Registrant”, “we” or “us”) is a Canadian corporation eligible to prepare this annual report (the “Annual Report”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. We are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Accordingly, our equity securities are exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

 

PRINCIPAL DOCUMENTS

 

The following documents have been filed as part of this Annual Report on Form 40-F and incorporated by reference herein:

 

A. Annual Information Form

 

Our Annual Information Form (the “AIF”) for the year ended December 31, 2021 is attached as Exhibit 99.1 of this Annual Report on Form 40-F.

 

B. Audited Annual Financial Statements

 

Our audited annual financial statements (“Audited Financial Statements”) for the year ended December 31, 2021, including the Independent Auditors’ Report of Registered Public Accounting Firm, are attached as Exhibit 99.2 of this Form 40-F. The Audited Financial Statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

 

C. Management’s Discussion and Analysis

 

Our management’s discussion and analysis (the “MD&A”) for the year ended December 31, 2021 is attached as Exhibit 99.3 of this Form 40-F.

 

D. Certifications

 

See Exhibits 31.1, 31.2, 32.1 and 32.2 to this Form 40-F.

 

FORWARD LOOKING STATEMENTS

 

This Annual Report on Form 40-F and the exhibits attached hereto contain “forward-looking statements,” as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, that are based on our current expectations, assumptions, estimates and projections. These forward-looking statements are subject to various known and unknown risks and uncertainties. Generally, the forward-looking statements can be identified by the use of terminology followed by or that include words such as “may”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “seeks”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words. Forward-looking statements may relate to future financial conditions, results of operations, plans, objectives, performance or business developments.

 

 

 

 

Forward looking statements include known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those projected in the forward-looking statements made by, or on our behalf. The forward looking statements referred to in our AIF attached hereto as Exhibit 99.1 under the headings Item 2.1 “Cautionary Note Regarding Forward Looking Statements and Forward Looking Information” and Item 7.1 “Risks Relating to the Company” and in the documents incorporated by reference to this Form 40-F are not exhaustive of the factors that may affect any of our forward-looking statements. In addition, although we have attempted to identify important factors that could cause actual achievements, events or conditions to differ materially from those identified in the forward-looking statements, there may be other factors that cause achievements, events or conditions not to be as anticipated, estimated or intended.

 

These forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. We do not assume any obligation to update forward-looking statements, except as required by applicable securities laws, if circumstances or management’s beliefs, expectations or opinions should change. For the reasons set forth above, persons should not place undue reliance on forward-looking statements.

 

CURRENCY

 

Unless otherwise indicated, all dollar amounts in this Form 40-F are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on December 31, 2021, based on the noon buying rate in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York, was CDN$1.00 = US$0.7827.

 

NOTE TO UNITED STATES READERS-DIFFERENCES IN UNITED STATES AND
CANADIAN REPORTING PRACTICES

 

We are permitted under the multi-jurisdictional disclosure system adopted by the United States Securities and Exchange Commission (the “SEC”), to prepare this Form 40-F in accordance with Canadian disclosure requirements, which differ from those of the SEC. We have prepared our financial statements, which are filed as Exhibit 99.2 to this Form 40-F, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and they are not comparable with financial statements of U.S. and other companies prepared in accordance with U.S. generally accepted accounting principles.

 

RESOURCE AND RESERVE ESTIMATES

 

The AIF and the MD&A, both incorporated by reference herein, were prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of U.S. securities laws. Unless otherwise indicated, all reserve and resource estimates contained in or incorporated by reference in this Annual Report have been prepared in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining Metallurgy and Petroleum Classification System (the “CIM”) “Standards on Mineral Resources and Mineral Reserves”, adopted by the CIM Council, as amended. Canadian standards, including NI 43-101, differ from the requirements of the United States Securities and Exchange Commission (the “SEC”). Accordingly, resource and reserve information and other scientific and technical information contained in the documents incorporated by reference into this Annual Report on Form 40-F may not be comparable to similar information disclosed by U.S. companies subject to the SEC’s reporting and disclosure requirements.

 

 

 

 

DISCLOSURE CONTROLS AND PROCEDURES

 

A.        Evaluation of Disclosure Controls and Procedures

 

At the end of the period covered by this Annual Report on Form 40-F, an evaluation was carried out under the supervision of, and with the participation of our management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a–15(e) and Rule 15d–15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this Annual Report, our disclosure controls and procedures were adequately designed and effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including the CEO and the CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

 

B.        Management’s Annual Report on Internal Control over Financial Reporting

 

The Registrant’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting, and based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021. For management’s report on internal control over financial reporting, see “Management’s Report on Internal Controls over Financial Reporting” in our MD&A attached as Exhibit 99.3 to this Annual Report on Form 40-F and incorporated by reference herein.

 

Our independent registered public accounting firm Davidson & Company LLP (Vancouver, British Columbia, PCAOB ID No. 731) has audited and issued an attestation report on our management’s assessment of our internal control over financial. Davidson & Company LLP’s report is located with our Audited Consolidated Financial Statements, which are incorporated herein by reference to Exhibit 99.2.

 

C.        Changes in Internal Controls over Financial Reporting

 

During the fiscal year ended December 31, 2021, no changes occurred in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

NYSE AMERICAN STATEMENT OF CORPORATE GOVERNANCE DIFFERENCES

 

We are subject to a variety of corporate governance guidelines and requirements of the Toronto Stock Exchange, the NYSE American (the “NYSE American”), the Canadian Securities Administrators and the SEC. We believe that we meet or exceed the applicable corporate governance requirements. Although we are listed on the NYSE American, we are not required to comply with all of that exchange's corporate governance rules which are applicable to U.S. companies. The significant ways in which the NYSE American governance rules differ for us, as a foreign company, are a reduced quorum requirement for shareholder meetings, shareholder approval for issuance of common shares that could result in a 20% increase in the number of outstanding common shares, and shareholder approval for amendments to option plans. A company seeking relief under or from these provisions must provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. In

 

 

 

 

addition, the company must provide English language disclosure of any significant ways in which its corporate governance practices differ from those followed by domestic companies pursuant to NYSE American standards. This disclosure may be provided on the company’s website but must be included in the company’s annual report distributed to shareholders in the United States.

 

We review our governance practices and monitor developments in Canada and the United States on an ongoing basis to ensure we remain in compliance with applicable rules and standards. The Board is committed to sound corporate governance practices which are both in the interest of our shareholders and contribute to effective and efficient decision making.

 

NOTICES PURSUANT TO REGULATION BTR

 

There were no notices required by Rule 104 of Regulation BTR that the Company sent during the year ended December 31, 2021 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

 

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

 

A.        Audit Committee

 

We have a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act (the “Audit Committee”). The members of our Audit Committee are identified under the heading Item 18 “Audit Committee” in the AIF, which is attached as Exhibit 99.1 to this Annual Report and incorporated by reference herein. In the opinion of the Board, all members of the Audit Committee are “financially literate” and “independent,” as such terms are defined by the NYSE American’s corporate governance listing standards applicable to us and as determined by Rule 10A-3 under the Exchange Act.

 

B.        Audit Committee Financial Expert

 

The Board has determined that Zara Boldt, Chair of the Audit Committee, is “independent” and has the necessary qualifications to be designated as an “audit committee financial expert,” within the meaning of applicable SEC rules and NYSE American rules.

 

The SEC has indicated that the designation or identification of a person as an audit committee financial expert does not make such person an “expert” for any purpose, impose any duties, obligations or liabilities on such person greater than those imposed on members of the Audit Committee and the Board who do not carry this designation or identification, or affect the duties, obligations or liabilities of any other member of the Audit Committee or the Board.

 

C.        Audit Committee Charter

 

Our Audit Committee Charter is provided in Schedule A to the AIF, which is attached as Exhibit 99.1 to this Annual Report and incorporated by reference herein. The Charter also is available in print to any shareholder that provides us with a written request.

 

CODE OF ETHICS

 

We have adopted a Code of Business Conduct and Ethics Policy (the “Code”) covering our executive officers. The Code is available on our website in our Corporate Policy Manual

 

 

 

 

at http://goldstandardv.com/corporate/esg/ and from our office at the address listed on the cover of this Form 40-F.

 

All amendments and all waivers of the Code to the officers covered by it will be posted on our website, furnished to the SEC as required, and provided to any shareholder who requests them. During the fiscal year ended December 31, 2021, we did not grant any waiver, including an implicit waiver, from a provision of the Code to any executive officer or director.

 

PRINCIPAL ACCOUNTING FEES

 

Davidson & Company LLP acted as our independent registered public accounting firm for the fiscal years ended December 31, 2021 and December 31, 2020. For a description of the total amount Davidson & Company LLP billed to us for services performed in the last two fiscal years by category of service (audit fees, audit-related fees, tax fees and all other fees), see Item 18.9: “External Audit Service Fees (By Category)” in our AIF, which is attached as Exhibit 99.1 to this Form 40-F and incorporated by reference herein.

 

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

 

For a description of our pre-approval policies and procedures related to the provision of non-audit services, see Item 18.8 “Audit Committee - Pre-Approval Policies and Procedures” and Item 18.9: “External Audit Service Fees (By Category)” in the AIF, which is attached as Exhibit 99.1 to this Form 40-F and incorporated by reference herein.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

We do not have any material off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

CONTRACTUAL AND OTHER OBLIGATIONS

 

Information regarding our contractual and other obligations is included in the Management Discussion and Analysis incorporated herein by reference to Exhibit 99.3, under the heading “Liquidity, Financial Position and Capital Resources”.

 

MINE SAFETY DISCLOSURE

 

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Review Administration under the Federal Mine Safety and Health Act of 1977. During the fiscal year ended

 

 

 

 

December 31, 2021, we were not subject to any citations, orders or other legal actions under the Federal Mine Safety and Health Act of 1977.

 

ADDITIONAL INFORMATION

 

Additional information relating to our company, including the Audited Financial Statements, the MD&A and the AIF, can be found on SEDAR at www.sedar.com, on the SEC website at www.sec.gov, or on our website at http://goldstandardv.com. Shareholders may also contact the Secretary of the Company by phone at 1-604-669-5702 or by e-mail at [e-mail] to request copies of these documents and this annual report on Form 40-F.

 

CONTACTING THE BOARD

 

Shareholders, employees and other interested parties may communicate directly with the Board by:

 

●	writing to:	Jason Attew
		President and CEO
		Suite 610 – 815 West Hastings St.
		Vancouver, BC V6C 1B4
●	calling:	1-604-669-5702
●	emailing:	[e-mail]

 

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 

Not Applicable.

 

UNDERTAKINGS

 

We undertake to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities registered pursuant to Form 40-F, the securities in relation to which the obligation to file an annual report on Form 40-F arises, or transactions in said securities.

 

CONSENT TO SERVICE OF PROCESS

 

We have previously filed with the SEC a written consent to service of process and power of attorney on Form F-X. Any change to the name or address of our agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing our file number.

 

 

 

 

EXHIBIT INDEX

 

The following documents are being filed with the SEC as exhibits to this Annual Report on Form 40-F.

 

Exhibit	Description
99.1	Annual Information Form of the Company for the year ended December 31, 2021
99.2	Audited Consolidated Financial Statements for the year ended December 31, 2021 and notes thereto, together with the report of auditors thereon
99.3	Management’s Discussion and Analysis of the Company for the year ended December 31, 2021
99.4	Certifications by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.5	Certifications by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.6	Certifications by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7	Certifications by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8	Consent of Davidson & Company LLP
99.9	Consent of Art Ibrado
99.10	Consent of Matthew Sletten
99.11	Consent of Michael Lindholm
99.12	Consent of Thomas Dyer
99.13	Consent of Gary Simmons
99.14	Consent of Richard DeLong
99.15	Consent of Jordan Anderson
99.16	Consent of Benjamin Bermudez
99.17	Consent of Kevin Lutes
99.18	Consent of Richard Yancey
101	The following financial information from the Company’s audited annual consolidated financial statements for the year ended December 31, 2021, formatted in Inline XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (1) Consolidated Statements of Financial Position; (2) Consolidated Statements of Loss and Comprehensive Loss; (3) Consolidated Statements of Cash Flows; (4) Consolidated Statements of Changes in Shareholders’ Equity; and (5) Notes to Financial Statements.
104	Cover Page to this Annual Report on Form 40-F, formatted in Inline XBRL

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the Company certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	GOLD STANDARD VENTURES CORP.
	/s/ Jason Attew
	Name: Jason Attew
	Title: President and Chief Executive Officer
Date: March 29, 2022