Corvus Gold ULC

Corvus Gold ULC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

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.

business combination

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.

business combination

Corvus Gold ULC's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

listing compliance notice

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.

business combination

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.

business combination

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.

debt financing

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.

material agreement

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.

resource reserve update

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.

resource reserve update

the exchange certified Corvus Gold ULC's securities for listing, clearing them to begin trading.

listing compliance notice

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.

material agreement

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.

resource reserve update

This is a corrected re-filing (the July 2017 report was first filed by mistake as a foreign-issuer form). It reports a July 5, 2017 placement of 6,200,000 shares at Cdn$0.75 (Cdn$4,650,000) to an institutional investor, and adds that 1,000,000 shares (fair value $810,000) were issued on June 9, 2017 to Goldcorp USA, Inc. to acquire the Mother Lode property in Nevada. Mother Lode is a new asset; both share issues dilute existing holders.

capital raising announcement

Corvus closed a Cdn$3,430,000 private placement of 4,900,000 shares at Cdn$0.70 each (no warrants), with Tocqueville Gold Fund and AngloGold Ashanti (U.S.A.) Exploration among the participants. The company says there is no change of control and that it supports continued exploration; the new shares dilute existing holders. The price is higher than the Cdn$0.47 in the September 2015 placement but below the Cdn$1.00 of February 2015.

capital raising announcement

Corvus closed a Cdn$2,000,000 private placement of 4,255,320 shares at Cdn$0.47 each (no warrants), sold to Resource Capital Fund VI L.P., about 5% of outstanding shares. No insiders took part and there was no change of control; the company says it adds flexibility for its drilling program into 2016. The price is well below the Cdn$1.00 paid in the February 2015 placement, and the new shares dilute existing holders.

capital raising announcement

Corvus's Alaskan subsidiary sold the West Pogo project and Goodpaster database to Millrock Resources for US$120,000 in cash, keeping net smelter return royalties, and gave Millrock until September 1, 2015 to option the LMS project (US$775,000 over 5 years, with a retained 3% precious-metals royalty). The company calls these non-core and says the cash will fund exploration at North Bullfrog in Nevada, so it is moving away from the Alaskan assets it reported on in the 2014 LMS technical report. The LMS option is not yet exercised.

farm in farm out agreement

Corvus released a preliminary economic assessment (PEA) and updated resource estimate for its North Bullfrog project in Nevada, built around the newly discovered Yellowjacket deposit. At $1,200 gold the study shows a post-tax NPV (5%) of US$246 million, 38% IRR, initial capital of US$175 million and a 10-year mine life; the company states the PEA is preliminary and there is no certainty it will be realized. It also reports that 91% of the Yellowjacket mill resource is now Measured & Indicated, up from under 20% in 2014.

resource reserve update

Corvus closed a non-brokered private placement of 4,500,000 shares at Cdn$1.00 each, raising Cdn$4,500,000; insiders Tocqueville Asset Management and AngloGold Ashanti (USA) Exploration took part. The company says the money fully funds its proposed 2015 exploration program, with drilling due to start in Q2 2015, and it adds new shares, so existing holders' stakes are diluted by that issue.

capital raising announcement