COMMON SHARES GOLD STANDARD VENTURES CORP. UNDERWRITING AGREEMENTCommon Shares • June 12th, 2012 • Gold Standard Ventures Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Gold Standard Ventures Corp., a corporation existing under the laws of British Columbia (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the "Underwriters") an aggregate of [●] common shares, without par value, of the Company (the "Firm Shares") and, for the sole purpose of covering over-allotments as of the Closing Date (as defined below) in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [●] common shares, without par value, of the Company (the "Additional Shares"). The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the "Shares". Dahlman Rose & Company, LLC ("Dahlman") is acting as representative of the Underwriters (the "Representative") in connection with the offering and sale of the Shares contemplated herein (the "Offering").
