Amended Statement of Beneficial Ownership (sc 13d/a)
July 17 2017 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Amendment
No. 10)
Under the
Securities Exchange Act of 1934
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
452 Fifth
Avenue
New York
NY 10018
(212)
626-4100
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July
12, 2017
(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
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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).
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CUSIP No. 380738104
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1.
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Names of Reporting Persons.
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FCMI PARENT CO.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization
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NOVA SCOTIA, CANADA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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-0-
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8.
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Shared Voting Power
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30,425,776
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9.
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Sole Dispositive Power
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-0-
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10.
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Shared Dispositive Power
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30,425,776
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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30,425,776
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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13.
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Percent of Class Represented by Amount in Row (11)
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13.1%
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14.
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Type of Reporting Person
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CO
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CUSIP No. 380738104
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1.
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Names of Reporting Persons.
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ALBERT D. FRIEDBERG
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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AF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization
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CANADA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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-0-
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8.
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Shared Voting Power
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30,425,776
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9.
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Sole Dispositive Power
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-0-
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10.
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Shared Dispositive Power
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30,425,776
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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30,425,776
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12.
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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13.
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Percent of Class Represented by Amount in Row (11)
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13.1%
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14.
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Type of Reporting Person
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IN
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The
Statement on Schedule 13D filed on January 3, 2012 by FCMI Parent Co. (“FCMI”), Albert D. Friedberg and the Nancy Friedberg
Family Trust, as amended by Amendment No. 1 filed June 13, 2012, Amendment No. 2 filed June 27, 2012, Amendment No. 3 filed March
10, 2014, Amendment No. 4 filed September 9, 2014, Amendment No. 5 filed February 4, 2015 by FCMI and Mr. Friedberg (collectively,
the “Filing Persons”), Amendment No. 6 filed February 10, 2015, Amendment No. 7 filed May 21, 2015, Amendment No. 8
filed February 12, 2016 and Amendment No. 9 filed November 1, 2016 (as so amended, the “Statement”), relating to the
common stock, without par value (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. 10. Capitalized terms not otherwise defined herein have the meanings set forth in the Statement.
Item 3.
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Source and Amount
of Funds or Other Consideration.
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Item 3
of the Schedule 13D is hereby amended by the addition of the following information:
The aggregate
purchase price for the 2,431,810 shares of Common Stock purchased by FCMI Parent and reported in this Schedule 13D (Amendment
No. 10) was US$ 4,500,700.61 (including commissions). Details regarding the purchases by FCMI Parent are set forth in Item
5. FCMI Parent obtained the funds used to acquire the Issuer’s Common Stock from its working capital, including funds received
as intercompany loans and advances from its wholly-owned subsidiary, FCMI.
Item 4.
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Purpose of Transaction.
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Item 4
of the Schedule 13D is hereby amended by the addition of the following information:
FCMI Parent
acquired the Common Shares reported in this Schedule 13D (Amendment No. 10), for investment purposes.
Item 5.
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Interest in Securities
of the Issuer
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Item 5 of the
Schedule 13D is hereby amended by the addition of the following information:
Subsequent to
the filing of Schedule 13D (Amendment No. 9), FCMI Parent has purchased a total of 2,431,810 Common Shares in open-market
transactions denominated in United States Dollars (US$) on the NYSE MKT. The details of such purchases are set forth in the following
table. All per share purchase price amounts exclude commissions; total purchase price amounts include commissions.
Date
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No. of
Shares
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Price /
Share
(US$)
1
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Total (US$)
2
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9-Jun-17
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194,200
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$
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1.8195
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$
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354,317.90
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12-Jun-17
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151,055
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$
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1.9514
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$
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295,524.00
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13-Jun-17
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94,745
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$
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1.9824
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$
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188,296.21
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14-Jun-17
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200,000
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$
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1.9183
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$
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384,660.00
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15-Jun-17
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60,000
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$
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1.9204
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$
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115,524.00
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15-Jun-17
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64,800
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$
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1.8743
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$
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121,778.64
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16-Jun-17
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376,900
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$
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1.9723
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$
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745,244.37
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19-Jun-17
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141,706
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$
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1.8683
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$
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265,457.85
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20-Jun-17
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91,500
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$
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1.8038
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$
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165,505.20
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21-Jun-17
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71,700
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$
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1.8177
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$
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130,687.59
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22-Jun-17
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38,200
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$
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1.8395
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$
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70,459.90
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23-Jun-17
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51,100
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$
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1.8492
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$
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94,749.62
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26-Jun-17
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52,600
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$
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1.8618
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$
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98,193.68
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27-Jun-17
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173,000
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$
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1.7580
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$
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304,999.00
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28-Jun-17
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43,200
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$
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1.7462
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$
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75,651.84
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29-Jun-17
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55,200
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$
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1.6998
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$
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94,104.96
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30-Jun-17
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50,400
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$
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1.7388
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$
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87,887.52
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3-Jul-17
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27,194
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$
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1.6565
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$
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45,182.83
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5-Jul-17
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53,700
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$
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1.7009
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$
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91,606.83
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6-Jul-17
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60,900
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$
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1.7116
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$
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104,540.94
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7-Jul-17
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53,600
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$
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1.7216
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$
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92,545.76
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10-Jul-17
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57,100
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$
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1.7568
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$
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100,598.78
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11-Jul-17
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145,010
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$
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1.7775
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$
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258,480.33
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12-Jul 17
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45,500
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$
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1.7362
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$
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79,224.60
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13-Jul 17
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34,400
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$
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1.7014
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$
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58,700.16
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14-Jul 17
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44,100
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$
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1.7360
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$
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76,778.10
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Total:
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2,431,810
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$
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4,500,700.61
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1. Price
per share excludes commissions.
2. Total
purchase amounts include commissions.
On the date
of this Schedule 13D (Amendment No. 10), FCMI Parent is the beneficial owner of 30,425,776 shares of Common Stock, representing
13.1% of the Issuer’s outstanding Common Stock. Such percentage beneficial ownership has been computed as a percentage of
232,147,494 shares of Common Stock outstanding, consisting of 222,795,174 shares outstanding at May 15, 2017, as reported by the
Issuer in Exhibit 99.2 to its Report on Form 6-K for the month of May 2017 filed May 16, 2017, plus 9,352,320 shares issued as
a portion of the consideration for the Issuer’s acquisition of Battle Mountain Gold, as announced by the Issuer on June
14, 2017.
All shares beneficially
owned by FCMI Parent are presently outstanding. Mr. Friedberg, directly and through his control over FCMI Parent 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 Parent. Except for such beneficial ownership by Mr. Friedberg, none of the directors or officers
of FCMI Parent beneficially own any Common Stock.
Except
as set forth in this Item 5, none of the Filing Persons and none of the officers or directors of FCMI has effected any transactions
in the Common Stock in the 60 days preceding the filing of this Amendment No. 10.
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: July 17, 2017
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FCMI
PARENT CO.
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By:
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/s/
Dan Scheiner
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Name: Dan Scheiner
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Title: Vice President
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/s/ Albert D.
Friedberg
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Name: Albert D.
Friedberg
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