0001019056-12-000806.txt : 20120627 0001019056-12-000806.hdr.sgml : 20120627 20120627163240 ACCESSION NUMBER: 0001019056-12-000806 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120627 DATE AS OF CHANGE: 20120627 GROUP MEMBERS: ALBERT D. FRIEDBERG GROUP MEMBERS: FCMI PARENT CO GROUP MEMBERS: NANCY FRIEDBERG FAMILY TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDBERG ALBERT CENTRAL INDEX KEY: 0001268239 FILING VALUES: FORM TYPE: SC 13D/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gold Standard Ventures Corp. CENTRAL INDEX KEY: 0001321847 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86433 FILM NUMBER: 12929881 BUSINESS ADDRESS: STREET 1: SUITE 610 ? 815 WEST HASTINGS STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 1B4 BUSINESS PHONE: 604-669-5702 MAIL ADDRESS: STREET 1: SUITE 610 ? 815 WEST HASTINGS STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 1B4 FORMER COMPANY: FORMER CONFORMED NAME: Devonshire Resources Ltd. DATE OF NAME CHANGE: 20071102 FORMER COMPANY: FORMER CONFORMED NAME: Ripple Lake Diamonds Inc. DATE OF NAME CHANGE: 20050325 SC 13D/A 1 fcmiparent_13da2.htm SCHEDULE 13D/A


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

GOLD STANDARD VENTURES CORP. 


(Name of Issuer)

 

Common Stock, No Par Value


(Title of Class of Securities)

 

380738104


(CUSIP Number)

 

Robert A. Grauman, Esq.

Baker & McKenzie LLP

1114 Avenue of the Americas

New York NY 10036

(212) 626-4100

 


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

 

June 27, 2012


(Date of Event which Requires Filing of this Statement)

 

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

 

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

 

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

 

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

 



 
 

 

CUSIP No. 380738104    
         
1.   Names of Reporting Persons.    
         
    FCMI PARENT CO.    
         
         
2.   Check the Appropriate Box if a Member of a Group (See Instructions) (a) £
      (b) £
         
         
3.   SEC Use Only    
         
         
4.   Source of Funds (See Instructions)    
    WC    
         
         
5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   £
         
         
6.   Citizenship or Place of Organization    
         
    NOVA SCOTIA, CANADA    
         

 

Number of Shares Beneficially by Owned by Each Reporting Person With   7.   Sole Voting Power
       
      -0-
       
       
  8.   Shared Voting Power
       
      12,741,300
       
       
  9.   Sole Dispositive Power
       
      -0-
       
       
  10.   Shared Dispositive Power
       
      12,741,300
         

 

11.   Aggregate Amount Beneficially Owned by Each Reporting Person    
         
    12,741,300    
         
         
12.   Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   £
         
         
13.   Percent of Class Represented by Amount in Row (11)    
         
    15.7%    
         
14.   Type of Reporting Person    
         
    CO    

 

2
 

 

CUSIP No. 380738104    
     
         
1.   Names of Reporting Persons.    
         
    ALBERT D. FRIEDBERG    
         
         
2.   Check the Appropriate Box if a Member of a Group (See Instructions) (a) £
      (b) £
         
         
3.   SEC Use Only    
         
         
4.   Source of Funds (See Instructions)    
    AF    
         
         
5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   £
         
         
6.   Citizenship or Place of Organization    
         
    CANADA    
         

 

Number of Shares Beneficially by Owned by Each Reporting Person With   7.   Sole Voting Power
       
      -0-
       
       
  8.   Shared Voting Power
       
      12,741,300
       
       
  9.   Sole Dispositive Power
       
      -0-
       
       
  10.   Shared Dispositive Power
       
      12,741,300
         

 

11.   Aggregate Amount Beneficially Owned by Each Reporting Person    
         
    12,741,300    
         
         
12.   Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   £
         
         
13.   Percent of Class Represented by Amount in Row (11)    
         
    15.7%    
         
14.   Type of Reporting Person    
         
    IN    

 

3
 

 

CUSIP No. 380738104    
     
         
1.   Names of Reporting Persons.    
         
    NANCY FRIEDBERG FAMILY TRUST    
         
         
2.   Check the Appropriate Box if a Member of a Group (See Instructions) (a) £
      (b) £
         
         
3.   SEC Use Only    
         
         
4.   Source of Funds (See Instructions)    
    PF    
         
         
5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   £
         
         
6.   Citizenship or Place of Organization    
         
    CANADA    
         

 

Number of Shares Beneficially by Owned by Each Reporting Person With   7.   Sole Voting Power
       
      -0-
       
       
  8.   Shared Voting Power
       
      33,000
       
       
  9.   Sole Dispositive Power
       
      -0-
       
       
  10.   Shared Dispositive Power
       
      33,000
         

 

11.   Aggregate Amount Beneficially Owned by Each Reporting Person    
         
    33,000    
         
         
12.   Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   £
         
         
13.   Percent of Class Represented by Amount in Row (11)    
         
    0.04%    
         
14.   Type of Reporting Person    
         
    OO    

 

4
 

 

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

 

Item 3. Source and Amount of Funds or Other Consideration

 

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

 

The total purchase price for the 1,150,000 shares purchased by FCMI in the Issuer’s public offering and reported in this Amendment No. 2 was US$2,300,000. FCMI acquired the funds utilized to purchase such shares from its working capital, including funds received as intercompany loans and advances from its wholly-owned subsidiary, FCMI Financial Corporation.

 

Item 4. Purpose of Transaction

 

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

 

FCMI purchased the 1,150,000 shares for investment and to support the Issuer’s drilling and exploration activities. FCMI purchased 150,000 shares in addition to the 1,000,000 shares of Common Stock it had initially informed the Issuer it was prepared to purchase at the request of the Issuer and to assist the Issuer in the successful completion of the public offering.

 

Item 5. Interest in Securities of the Issuer

 

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

 

On the date of this Schedule 13D (Amendment No. 2), the Filing Persons are the beneficial owners of a total of 12,774,300 shares of Common Stock, representing approximately 15.7% of the Issuer’s outstanding Common Stock. Such beneficial ownership percentage has been calculated as a percentage of 81,279,831 shares outstanding, consisting of 71,279,831 shares outstanding as of June 20, 2012, as disclosed by the Issuer in its prospectus dated June 22, 2012 filed with the Securities and Exchange Commission on June 22, 2012, plus 10,000,000 shares issued in the public offering made pursuant to said prospectus. The number of shares and the percentage of Common Stock beneficially owned by each Filing Person are as follows:

 

Name

  Shares Directly Owned   Percentage Directly Owned   Shares Owned Beneficially  

Percentage Owned Beneficially 

   
                       
FCMI   12,741,300    15.7%   12,741,300    15.7%  
Albert Friedberg   -0-    0.0%   12,741,3001   15.7% 1
Friedberg Trust   33,000    0.04%   33,000    0.04%  

 

1Mr. Friedberg may be deemed the beneficial owner of the shares owned by FCMI. He disclaims beneficial ownership of the shares beneficially owned by the Friedberg Trust.

 

5
 

 

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

 

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

 

On June 27, 2012, FCMI purchased 1,150,000 Common Shares from Dahlman Rose & Company, LLC, the Book-Running Manager of the Issuer’s public offering, at a purchase price of US$2.00 per share, for a total purchase price of US$2,300,000.00. Except for such purchase, none of the filing persons and none of the officers and directors of FCMI has effected any transactions in the Common Stock in the 60 days preceding the filing of this Amendment No. 2.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

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

 

In connection with the closing of the Issuer’s public offering, FCMI provided the Issuer with a confirmation that it had been afforded the right by the Issuer to participate, on a pro rata basis, in the offering in accordance with the subscription agreement dated March 1, 2011 between the Issuer and FCMI.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit  

Agreement

     
99.4   Confirmation Letter Agreement dated June 26, 2012 from FCMI Parent Co. to Gold Standard Ventures Corp.

 

6
 

 

Signatures

 

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

 

Dated: June 27, 2012   
   
FCMI PARENT CO.
    
By:/s/ Henry Fenig
Name: Henry Fenig
Title: Secretary
    
/s/ Albert D. Friedberg
Name: Albert D. Friedberg
    
NANCY FRIEDBERG FAMILY TRUST
    
By:/s/ Nancy Friedberg
Name: Nancy Friedberg
Title: Trustee

 

7


 

EX-99.4 2 ex99_4.htm EXHIBIT 99.4

 



 

Exhibit 99.4

 

CONFIRMATION

 

Gold Standard Ventures Corp.

Suite 610 – 815 West Hastings Street

Vancouver, B.C.

V6C 1B4

 

Re:Gold Standard Ventures Corp. (the “Company”) – Short Form Prospectus Offering of up to 11,500,000 Common Shares of the Company (of which up to 1,500,000 shares are issuable solely to cover over-allotments, if any) at a price of US$2.00 per share (the “Offering”) – Closing Date: June 27, 2012

 

The undersigned hereby confirms that FCMI Parent Co. (“FCMI”) has been afforded the right by the Company to participate, on a pro rata basis, in the Offering in accordance with the provisions of Section 7.1(b) of that certain subscription agreement dated March 1, 2011 between the Company and FCMI (the “Subscription Agreement”).

 

This confirmation is limited solely to the Offering. By its acceptance of and reliance on this letter, the Company acknowledges and confirms that FCMI’s subscription rights under Section 7.1(b) of the Subscription Agreement remain in effect with respect to subsequent equity financings by the Company until the expiration of two years following the closing date under the Subscription Agreement, provided that FCMI beneficially owns at least ten (10%) percent of the Company’s issued and outstanding common shares at the time.

 

Dated this 26th day of June, 2012.

 

FCMI Parent Co.

 

Per:  
   
 /s/ Henry D. Fenig  
 Authorized Signatory
    
 Henry D. Fenig
   Secretary