28 Jan 2022listing compliance notice▼ BadMajor
Corvus Gold ULC terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
19 Jan 2022business combination● NeutralMajor
The company's own 8-K confirms the AngloGold Ashanti buyout closed on January 18, 2022: the buyer acquired the 80.5% of shares AngloGold did not already own for C$4.10 each, the shares were cancelled, and options were cashed out at C$4.10 less exercise price. Corvus merged with the buyer into Corvus Gold ULC, now an indirect wholly owned AngloGold subsidiary; all former directors and officers resigned and AngloGold-linked appointees took over (Timothy Thompson and Robert Hayes as directors; Thompson as President, Wayne Chancellor as Vice President and Secretary, Katie Burritt as Treasurer). The filing says about $368 million was used for the deal and related costs, a Form 25 was filed January 18 with delisting expected January 28, a Form 15 is intended to end SEC reporting, and Canadian reporting-issuer status in BC, Alberta and Ontario was applied to be ended.
19 Jan 2022business combination● NeutralMajor
Final amendment to the going-private statement reporting the buyout completed: securityholders approved it on January 6, 2022, the court issued its final order on January 11, and on January 18, 2022 AngloGold's buyer acquired the remaining 80.5% of shares for C$4.10 each and the shares were cancelled. Options were cancelled for cash equal to C$4.10 less the exercise price. The buyer and Corvus merged into Corvus Gold ULC, now an indirect wholly owned subsidiary of AngloGold Ashanti; shares ceased trading on Nasdaq and the TSX, with a Form 25 filed January 18 and a Form 15 to follow to end SEC reporting.
18 Jan 2022listing compliance notice● NeutralMajor
Corvus Gold ULC's exchange filed to remove a class of its securities from listing.
13 Jan 2022listing compliance notice● NeutralMajor
Corvus told Nasdaq on January 7, 2022 that it intends to delist its shares once the AngloGold arrangement closes, and reported that it obtained the final court order from the Supreme Court of British Columbia on January 11, 2022. It plans to file a Form 25 around January 18 (delisting effective about January 28, 2022) and then a Form 15 to end its SEC reporting. Following closing, Corvus becomes a wholly owned indirect subsidiary of AngloGold Ashanti. This resolves the court-approval step of the open thread.
29 Nov 2021business combination● Neutral
Corvus and AngloGold filed an amended going-private statement (Amendment No. 1) to go with the definitive proxy. It adds that the Corvus board also found the deal fair to unaffiliated security holders, and otherwise repeats the earlier terms (C$4.10 cash per share, same fee valuation of about US$355.7 million).
26 Nov 2021business combination● NeutralMajor
Corvus filed its final proxy statement setting the special meeting to vote on the AngloGold buyout (C$4.10 cash per share, options cashed out for C$4.10 less exercise price) for January 6, 2022 at 9 a.m. Vancouver time, with a court hearing on the final order expected about January 11, 2022. This fills in the meeting date left blank in the October draft; the board still unanimously recommends voting yes.
14 Oct 2021business combination● Neutral
Corvus and the AngloGold Ashanti group filed the required going-private disclosure (Schedule 13E-3) alongside the preliminary proxy for the C$4.10-per-share cash buyout of the roughly 80.5% of shares AngloGold's group does not own. It mostly points to the proxy for details and repeats the terms and board fairness findings already known; the deal is valued at about US$355.7 million, and no vote had yet happened.
14 Oct 2021business combination▲ GoodMajor
Corvus filed a preliminary proxy statement for the special meeting where securityholders will vote on the AngloGold buyout at C$4.10 per share in cash, with the meeting date and time still blank. It describes the deal as a going-private transaction, notes AngloGold's group holds 24,774,949 shares (19.5%), and says the special committee and board unanimously found the deal fair and recommended a yes vote. The fee table values the deal at about US$355.7 million, counting 102,228,521 shares and 12,005,000 options to be cashed out. This is a draft, so the vote has not yet happened.
17 Sept 2021debt financing▲ GoodMajor
On September 13, 2021 Corvus agreed to be bought by AngloGold Ashanti's subsidiary, which will pay C$4.10 in cash per share for the roughly 80.5% of shares AngloGold's group does not already own. Options will be cancelled for cash equal to C$4.10 less the exercise price. The deal needs a 66 2/3% shareholder vote, a separate majority of minority holders, court approval and South African Reserve Bank approval, with an outside date of March 31, 2022 and a C$19 million termination fee payable by Corvus in certain cases. The directors, officers and Sprott Funds Trust signed voting support agreements. This follows the May 2021 AngloGold loan and its exclusivity period.
6 May 2021material agreement● NeutralMajor
On May 4, 2021 Corvus and its US subsidiary signed a US$20 million unsecured loan with AngloGold Ashanti North America, guaranteed by Corvus, to fund North Bullfrog permitting and pre-development work and exploration at Mother Lode and Lynnda Strip. US$5 million was funded at signing, with the rest available in draws of up to US$5 million; interest is 1.10725% starting 180 days after signing, and repayment is due at the earliest of 12 months, receipt of major permits, an asset sale, or a change of control. Corvus also agreed to a 90-day exclusivity period, abstaining from talks on material asset transactions or share structure changes. This is the company's first disclosed debt facility, and it brings AngloGold, already a shareholder, into a closer financing relationship.
2 Feb 2021material agreement▼ Bad
Corvus signed an at-the-market sales agreement with H.C. Wainwright on January 29, 2021, letting it sell shares at its discretion on the Nasdaq for up to US$12.6 million in gross sales, with no sales in Canada. It is not obliged to sell any shares, but any sales would add new shares and dilute existing holders, continuing the pattern of equity raises. The filing states Wainwright's commission as 2.0% while the attached press release says 3%; the filing does not reconcile the two.
24 Nov 2020resource reserve update● Neutral
Corvus filed the full technical report for the North Bullfrog preliminary economic assessment (gravity milling and heap leach processing), issued November 21, 2020 with an effective date of October 7, 2020. This is the companion to the Mother Lode report filed the day before; the filing text gives no economic results, which are inside the attached report. It repeats that SEC mining disclosure rules do not apply to the company until its fiscal year beginning May 31, 2021.
23 Nov 2020resource reserve update● Neutral
Corvus filed the full technical report for the Mother Lode PEA, titled as covering Biox mill and heap leach processing, issued November 21, 2020 with an effective date of October 7, 2020, matching the October 2020 PEA announcement. The filing text gives no economic results; they are inside the attached report. It also notes the company need not follow the SEC's new mining disclosure rules until its fiscal year beginning May 31, 2021.
8 Oct 2020resource reserve update● NeutralMajor
Corvus announced results of a Preliminary Economic Assessment (PEA) for its Mother Lode project in Nevada. The filing gives no figures; they are only in the attached press release. Together with the North Bullfrog PEA filed the same day, it suggests the two projects are now assessed separately, but that is an inference.
8 Oct 2020resource reserve update● NeutralMajor
Corvus announced results of a new Preliminary Economic Assessment (PEA) for its North Bullfrog project in Nevada. The filing gives no figures; they are only in the attached press release. This is a new study for North Bullfrog on its own, after the November 2018 PEA that combined it with Mother Lode.
11 Aug 2020listing compliance notice▲ GoodMajor
the exchange certified Corvus Gold ULC's securities for listing, clearing them to begin trading.
24 Feb 2020drilling result▲ Good
Corvus reported what it calls positive assay results from the upper part of its first diamond core hole at the North Deep target at Mother Lode, a hole designed to test the link between an intrusion and the Mother Lode gold system at depth. The filing gives no numbers; they are only in the attached press release.
30 Jan 2020drilling result● Neutral
Corvus reported assay results from two reverse circulation drill holes in its ongoing Phase 4 Mother Lode resource expansion program in Nevada. The filing gives no grades or intervals; those are only in the attached press release.
14 Jan 2020drilling result● Neutral
Corvus reported assay results from two more holes in the Phase 4 Mother Lode resource expansion drill program in Nevada. The filing gives no results; the numbers are only in the attached press release.
10 Dec 2019drilling result● Neutral
Corvus reported initial assay results from its Phase 4 resource expansion drilling at the Mother Lode project in Nevada, continuing the expansion drilling already under way there. The filing gives no grades or lengths; those are only in the attached press release.
24 Oct 2019drilling result▲ Good
Corvus announced assay results from follow-up drill holes at the Cat Hill target, which it says defines a new vein/stockwork gold system on the North Bullfrog property in Nevada. The filing gives no grades or intervals; those are only in the attached press release.
18 Oct 2019capital raising announcement● Neutral
Corvus filed a notice that a press release dated October 10, 2019 reported the closing of its private placement of common shares. The filing itself gives no share count, price or buyer; those details are only in the attached press release, which is not included here. It is unclear whether this refers to the BMO offering from October 3 (that was described as a registered offering, not a private placement), so the link is not established.
3 Oct 2019material agreement● NeutralMajor
Corvus signed an underwriting agreement with BMO Nesbitt Burns to sell 10,000,000 common shares at $2.00 each (about $20M gross at that price; the filing does not state total proceeds), plus a 30-day option for up to 1,500,000 more shares. The underwriter's fee is $0.12 per share (6%). This follows the October 2019 prospectus filings and dilutes existing holders; the company also agreed not to issue more shares for 90 days after closing, with some exceptions. Closing is not confirmed in this filing, and use of proceeds is not stated.
5 Sept 2019resource reserve update● Neutral
Corvus issued a project update on mining optimization work for the district-wide production plan from its November 2018 PEA for North Bullfrog and Mother Lode. The filing gives no results or changed figures.
22 Aug 2019capital raising announcement● Neutral
Corvus issued 500,000 shares at $2.60 per share to a key strategic shareholder on August 20, 2019 (about $1.3M at that price; currency and total are not stated). The shares dilute existing holders. The 'key strategic shareholder' is not named, and the filing does not say who it is.
What it means for a shareholder
500,000 new shares at $2.60 to raise about $1.3m. That's 0.445% dilution: every existing holder's slice gets 0.445% smaller. If you held $1,000 of shares (385 at the issue price), your slice goes from 0.000344% to 0.000342% of the company. To keep it you'd need 2 more shares - about $5 at the issue price.
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13 June 2019drilling result● Neutral
Corvus reported assay results from the final five holes of the Phase III resource expansion program at Mother Lode. The filing gives no figures, so the results are not described.
3 June 2019capital raising announcement● Neutral
Corvus agreed with EMX Royalty Corporation to issue 500,000 shares at Cdn$1.80 (Cdn$900,000) and to sell four non-core Alaskan royalty interests to EMX for Cdn$350,000. The company says proceeds are expected to fund expanded exploration at Mother Lode and North Bullfrog. This continues the strategy of selling non-core assets, and the new shares dilute holders.
What it means for a shareholder
500,000 new shares at C$1.80 to raise about C$900,000. That's 0.449% dilution: every existing holder's slice gets 0.449% smaller. If you held C$1,000 of shares (556 at the issue price), your slice goes from 0.000501% to 0.000499% of the company. To keep it you'd need 3 more shares - about C$5 at the issue price.
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6 Nov 2018resource reserve update● NeutralMajor
Corvus filed a new Preliminary Economic Assessment (issued November 1, 2018, effective September 18, 2018) that combines the North Bullfrog and Mother Lode projects into one plan. It builds on the earlier North Bullfrog-only PEA (2015, amended 2016). The filing text gives no economic figures, and the SEC notice warns that resources are uncertain and are not reserves.
12 July 2018capital raising announcement▲ Good
Corvus issued 1,730,770 shares at $2.60 per share to a key strategic shareholder on June 7, 2018 (about $4.5M at that price; the filing does not state the currency or total). This is a much higher price than earlier raises, and the shares dilute existing holders.
What it means for a shareholder
1.7m new shares at $2.60 to raise about $4.5m. That's 1.6% dilution: every existing holder's slice gets 1.6% smaller. If you held $1,000 of shares (385 at the issue price), your slice goes from 0.000369% to 0.000363% of the company. To keep it you'd need 6 more shares - about $16 at the issue price.
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