Additional Proxy Soliciting Materials (definitive) (defa14a)
November 22 2021 - 5:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 19, 2021
(Date of earliest event reported)
Corvus Gold Inc.
(Exact Name of Registrant as Specified in Charter)
British Columbia, Canada
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000-55447
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98-0668473
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Suite 1750, 700 West Pender Street
Vancouver, British Columbia Canada
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N/A
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (604)
638-3246
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class:
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Trading Symbol
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Name of each exchange on which registered:
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Common Shares, no par value
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KOR
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Nasdaq Capital Market
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other
Events.
On November 19, 2021,
Corvus Gold Inc. (“Corvus”) filed a notice of meeting and record date in relation to its special meeting of shareholders and
optionholders to consider the previously announced arrangement with certain subsidiaries of AngloGold Ashanti Limited. A
copy of the notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
This communication contains forward-looking
statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian
and US securities legislation. All statements, other than statements of historical fact, included herein including, without limitation,
statements regarding the anticipated meeting date for the arrangement with AngloGold Ashanti Ltd. are forward-looking statements. Forward-looking
statements contained in this communication are based on certain factors and assumptions made by management in light of their experience
and perception of historical trends, current conditions and expected future developments, as well as other factors management believes
are appropriate in the circumstances. Although the Company believes that such statements are reasonable, it can give no assurance that
such expectations will prove to be correct. In respect of the forward-looking statements and information concerning the completion of
the Transaction and the anticipated completion of the proposed Transaction and the anticipated timing for completion of the Transaction,
Corvus provided them in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the
time required to prepare and mail shareholder meeting materials, including the required proxy statement/information circular; the ability
of the parties to receive, in a timely manner, the necessary regulatory, court, shareholder and other third party approvals; and the ability
of the parties to satisfy, in a timely manner, the other conditions to the closing of the Transaction. These dates may change for a number
of reasons, including unforeseen delays in preparing meeting material; inability to secure necessary shareholder, regulatory, court or
other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the
Transaction. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this
news release concerning these times. Forward-looking statements are typically identified by words such as: believe, expect, anticipate,
intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions
investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results
may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, the ability
to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the proposed
transactions on the proposed terms and schedule; potential impact of the announcement or consummation of the proposed transactions on
relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in applicable laws; the diversion
of management time on the proposed transaction; the possibility that competing offers may be made and other risks and uncertainties disclosed
in the Company’s 2021 Annual Information Form and latest interim Management Discussion and Analysis filed with certain securities
commissions in Canada and the Company’s most recent filings with the United States Securities and Exchange Commission (the “SEC”)
including its annual report on Form 10-K as filed with the SEC on August 9, 2021. The Company does not undertake to update any forward-looking
statements, except in accordance with applicable securities laws. All of the Company’s Canadian public disclosure filings in Canada
may be accessed via www.sedar.com and filings with the SEC may be accessed via www.sec.gov and readers are urged to review these materials,
including the technical reports filed with respect to the Company’s mineral properties.
Additional Information about the Transaction
and Where to Find It
This communication
is not a substitute for the proxy statement/information circular, Schedule 13E-3 or any other document that Corvus may file with the SEC
or send to the securityholders in connection with the Transaction. The materials filed, and to be filed, by Corvus will be made available
to Corvus’ investors and securityholders at no expense to them and copies may be obtained free of charge on Corvus’ website
at http://www.corvusgold.com/transactionproposal. In addition, all of those materials are and will be available at no charge
on the SEC’s website at www.sec.gov.
INVESTORS
AND SECURITYHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT AND OTHER MATERIALS FILED WITH THE SEC, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT
TO THE TRANSACTION BECAUSE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CORVUS, THE TRANSACTION, AND RELATED MATTERS..
PARTICIPANTS IN THE
SOLICITATION
Corvus and its directors,
executive officers, other members of its management and employees may be deemed to be participants in the solicitation of proxies of Corvus
securityholders in connection with the transaction under SEC rules. Investors and securityholders may obtain more detailed information
regarding the names, affiliations and interests of Corvus’ executive officers and directors in the solicitation by reading Corvus’
preliminary proxy statement for the special meeting of stockholders filed on October 14, 2021 with the SEC, in connection with the transaction
and in the definitive proxy statement and other relevant materials that will be filed with the SEC when they become available. Information
concerning the interests of Corvus’ participants in the solicitation, which may, in some cases, be different than those of the Corvus’
securityholders generally, are set forth in the preliminary proxy statement relating to the proposed transaction and will be set forth
in the definitive proxy statement relating to the proposed transaction when it becomes available.
Item 9.01. Financial Statements and Exhibits
Exhibit
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Description
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99.1
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Notice of Meeting and Record Date
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CORVUS GOLD INC.
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DATE: November 19, 2021
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By:
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/s/ Jeffrey A. Pontius
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Jeffrey A. Pontius
President & Chief Executive Officer
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Exhibit
99.1
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Suite 1750, 700 West Pender St.
Vancouver, British Columbia
CANADA V6C 1G8
TSX: KOR
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Tel: (604) 638-3246
Fax: (604) 408-7499
info@corvusgold.com
www.corvusgold.com
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November 19, 2021
VIA SEDAR
To: All Canadian Securities Regulatory
Authorities
Dear Sirs/Mesdames:
Re: Corvus Gold Inc. (the “Issuer)
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-
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2021 Special Meeting of Shareholders and Optionholders
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We advise of the following with respect to the
upcoming Meeting of Security Holders for the above-noted Issuer:
Meeting Type:
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Special Meeting of Shareholders and Optionholders
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Record Date for Notice of Meeting:
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November 22, 2021
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Record Date for Voting (if applicable):
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November 22, 2021
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Beneficial Ownership Determination Date:
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November 22, 2021
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Notice and Access – Registered Holders:
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Yes
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Notice and Access – Beneficial Holders:
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Yes
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Stratification:
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No
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Stratification Type:
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N/A
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Issuer Sending Materials Indirectly to NOBOs:
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Yes
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Issuer Paying to Send Materials to OBOs:
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Yes
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Meeting Date:
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January 6, 2022
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Meeting Location:
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Corvus Gold Inc.
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#1750 – 700 West Pender Street
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Vancouver, BC V6C 1G8
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Description
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CUSIP
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ISIN
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Common
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221013105
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CA2210131058
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Yours truly,
CORVUS GOLD INC.
“Marla K. Ritchie”
Corporate Secretary
cc: Jennifer Hansen, Cassels Brock (via email)
Jason
Brenkert (Dorsey & Whitney) (via email)
Pam Hosfield, Computershare
Investor Services Inc. (via email)
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