Corvus Gold ULC

28 Jan 2022listing compliance notice▼ BadMajor

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

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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.

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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.

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18 Jan 2022listing compliance notice● NeutralMajor

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

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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.

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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.

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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.

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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.

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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.

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