SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
(Amendment No. 2)*
| GOLD STANDARD VENTURES CORP. |
| (Name of Issuer) |
| COMMON SHARES |
| (Title of Class of Securities) |
| 380738104 |
| (CUSIP Number) |
| September 5, 2018 |
| (Date of Event Which Requires Filing of This Statement) |
Check the Appropriate box to designate the rule pursuant to which this schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
| CUSIP No 380738104 | 13G | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS | ||
| OceanaGold Corporation | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| British Columbia, Canada | |||
| 5 | SOLE VOTING POWER | ||
| NUMBER OF | 0 | ||
| SHARES | 6 | SHARED VOTING POWER | |
| BENEFICIALLY | 40,459,161 | ||
| OWNED BY | 7 | SOLE DISPOSITIVE POWER | |
| EACH | 0 | ||
| REPORTING | 8 | SHARED DISPOSITIVE POWER | |
| PERSON WITH | 40,459,161 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 40,459,161 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||
15.6* *Percentage was calculated based on 259,809,678 outstanding common shares of the issuer as of September 6, 2018. | |||
| 12 | TYPE OF REPORTING PERSON | ||
| CO | |||
| CUSIP No 380738104 | 13G | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS | ||
| 1015776 BC Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| British Columbia, Canada | |||
| 5 | SOLE VOTING POWER | ||
| NUMBER OF | 0 | ||
| SHARES | 6 | SHARED VOTING POWER | |
| BENEFICIALLY | 40,459,161 | ||
| OWNED BY | 7 | SOLE DISPOSITIVE POWER | |
| EACH | 0 | ||
| REPORTING | 8 | SHARED DISPOSITIVE POWER | |
| PERSON WITH | 40,459,161 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
40,459,161 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||
15.6%* *Percentage was calculated based on 259,809,678 outstanding common shares of the issuer as of September 6, 2018.. | |||
| 12 | TYPE OF REPORTING PERSON | ||
| CO | |||
| CUSIP No 380738104 | 13G | Page 4 of 7 Pages |
Item 1 (a). Name of Issuer:
Gold Standard Ventures Corp.
Item 1 (b). Address of Issuer’s Principal Executive Offices:
Suite 610 – 815 West Hastings Street
Vancouver, B.C., Canada V6C 1B4
Item 2 (a). Name of Person Filing:
i) OceanaGold Corporation (“Oceana”)
ii) 1015776 BC Ltd. (“Subsidiary”)
Item 2 (b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office for each of the reporting persons set forth in (i) and ii) is Level 14, 357 Collins Street, Melbourne, Victoria, 3000, Australia
Item 2 (c). Citizenship:
i) British Columbia, Canada
ii) British Columbia, Canada
Item 2 (d). Title of Class of Securities:
Common Shares
Item 2 (e). CUSIP Number:
380738104
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act; |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; |
| (c) | ☐ | Insurance Company as defined in Section 3(a)(19) of the Act; |
| (d) | ☐ | Investment Company registered under Section 8 of the Investment Company Act of 1940; |
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment plan in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person, in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940: |
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __ |
| CUSIP No 380738104 | 13G | Page 5 of 7 Pages |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: 40,459,161 | ||
| (b) | Percent of class: 15.6% | ||
| (c) | Number of shares as to which such person has: | ||
| (i) | Sole power to vote or to direct the vote: 0 | ||
| (ii) | Shared power to vote or to direct the vote: 40,459,161 | ||
| (iii) | Sole power to dispose or to direct the disposition of: 0 | ||
| (iv) | Shared power to dispose or to direct the disposition of: 40,459,161 | ||
| Item 5. | Ownership of Five Percent or Less of a Class. |
If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| N/A |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
| See Exhibit 99.2 attached hereto. |
| Item 8. | Identification and Classification of Members of the Group. |
| N/A |
| Item 9. | Notice of Dissolution of Group. |
| N/A |
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No 380738104 | 13G | Page 6 of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| October 10, 2018 |
| OCEANAGOLD CORPORATION |
By: /s/ Liang Tang |
| Name: Liang Tang |
| Title: Executive Vice President, General Counsel and Company Secretary |
| October 10, 2018 |
| 1015776 BC LTD. |
By: /s/ Liang Tang |
| Name: Liang Tang |
Title: Executive Vice President, General Counsel and Company Secretary | |
| CUSIP No 380738104 | 13G | Page 7 of 7 Pages |
EXHIBIT INDEX
Exhibit Number | Description |
99.2 | Relevant Subsidiary Description |
Exhibit 99.2
Relevant Subsidiary
1015776 BC Ltd. is a wholly-owned subsidiary of OceanaGold Corporation.