Corvus Gold Inc. (“Corvus” or the “Company”) – (TSX: KOR, NASDAQ:
KOR) announced today that it has filed with the Securities and
Exchange Commission (the “SEC”) and SEDAR a Current Report on Form
8-K (the “Current Report”) containing certain additional
information to supplement the management information circular dated
November 25, 2021 (the “Circular”) for the special meeting of
Corvus shareholders and optionholders to be held on January 6, 2022
related to the previously announced plan of arrangement (the
“Arrangement”) between Corvus, 1323606 B.C. Unlimited Liability
Company (the “Purchaser”), and AngloGold Ashanti Holdings plc.
Pursuant to the Arrangement, the Purchaser will, among other
things, acquire the remaining 80.5% of the outstanding common
shares of Corvus, not already owned by AngloGold Ashanti Limited
and its affiliates (collectively, the “AGA Group”).
The Current Report is available on EDGAR at
http://www.sec.gov, on SEDAR at www.sedar.com and on the Company’s
website:
http://www.corvusgold.com/transactionproposal/specialmeeting/. This
news release and the Current Report should be read in conjunction
with the Circular as a whole.
Your vote is important. Corvus shareholders and
optionholders are requested to complete the proxy/voting
instruction form online at www.investorvote.com or sign and date it
and mail it to or deposit it with Computershare Investor Services
Inc., Proxy Dept., 100 University Avenue, 8th Floor, Toronto,
Ontario, Canada M5J 2Y1. In order to be valid and acted, an
executed proxy/voting instruction form must be received by
Computershare prior to 9:00 a.m. Vancouver time (12:00 p.m. Toronto
time) on January 4, 2022.
Corvus shareholders who have questions or
require assistance with submitting their common shares for the
Arrangement may direct their questions to Computershare Investor
Services Inc., which is acting as the depositary under the
arrangement. Further information regarding the Arrangement is
available in the Circular, which is available under Corvus’ profile
on SEDAR and EDGAR.
About Corvus Gold Inc.Corvus
Gold Inc. is a North American gold exploration and development
company, focused on its near term gold-silver mining project at the
North Bullfrog and Mother Lode Districts in Nevada. Corvus is
committed to building shareholder value through new discoveries and
the expansion of its projects to maximize share price leverage in
an advancing gold and silver market.
Contact Information: |
Ryan Ko |
|
Investor Relations |
|
Email: info@corvusgold.com |
|
Phone: 1-844-638-3246 (toll free) or (604) 638-3246 |
Forward-Looking Statements
Certain statements and information contained
herein are not based on historical facts and constitute
“forward-looking information” within the meaning of Canadian
securities laws and “forward-looking statements” within the meaning
of United States securities laws (collectively, “forward looking
information”). Such forward-looking information includes estimates,
forecasts and statements with respect to, among other things: the
Arrangement; the anticipated timing for holding the Special
Meeting; financial projections and forecasts; statements relating
to the business and future activities of Corvus and the Purchaser
following consummation of the Arrangement including the assets,
corporate and capital structure, capitalization, operations,
business properties and personnel of Corvus; and our future
business prospects. Forward-looking information is provided to help
readers understand Corvus’ views of its short and longer term
prospects, and can typically be identified by words and phrases
about the future such as “outlook”, “may”, “estimates”, “intends”,
“believes”, “plans”, “anticipates” and “expects”. Forward-looking
information is not a promise or guarantee of future performance; it
represents Corvus’ current views and actual results may differ
materially from those in forward-looking information. Readers are
cautioned that forward-looking information may not be appropriate
for other purposes. Corvus assumes no obligation to update or
revise forward-looking information contained herein, unless
required to do so by securities laws. The forward-looking
information contained herein is based on a number of assumptions
which could prove to be significantly incorrect. Such assumptions
include: assumptions regarding the ability of Corvus to receive, in
a timely manner and on satisfactory terms, the necessary court,
shareholder and regulatory approvals; and the ability of the
parties to satisfy in a timely manner the conditions to the closing
of the Arrangement. Although the Company’s management believes that
the assumptions made and the expectations represented by such
statements are reasonable, there can be no assurance that
forward-looking information herein will prove to be accurate.
Actual results and developments may differ materially from those
expressed or implied by the forward-looking information contained
herein and even if such actual results and developments are
realized or substantially realized, there can be no assurance that
they will have the expected consequences or effects. Factors which
could cause actual results to differ materially from current
expectations include: changes in the price of gold and silver;
general business, economic, competitive, political, regulatory and
social uncertainties; risks relating to increases in operating
costs and related inflationary pressures; the risk factors
otherwise described in the Circular; and the risks set forth under
“Risk Factors” in the Company’s Annual Report on Form 10-K for the
year ended May 31, 2021 and the Quarterly Report on Form 10-Q for
the period ended August 31, 2021. Readers are cautioned not to
place undue reliance on forward-looking information due to the
inherent uncertainty thereof.
Jeffrey A. Pontius (CPG 11044), a qualified
person as defined by NI 43-101, has reviewed and approved the
scientific and technical disclosure relating to the Mother Lode
Property and the North Bullfrog Property contained in the Current
Report. Mr. Pontius is not independent of Corvus, as he is the
Chief Executive Officer, President and a director and holds Corvus
common shares and Corvus options. Mineral resources that are not
mineral reserves do not have demonstrated economic viability. The
preliminary economic assessments are preliminary in nature, and
includes inferred mineral resources that are considered too
speculative geologically to have the economic considerations
applied to them that would enable them to be categorized as mineral
reserves, and there is no certainty that the preliminary economic
assessments will be realized. For additional information see the
following: Technical Report and Preliminary Economic Assessment for
Gravity Milling and Heap Leach Processing at the North Bullfrog
Project dated November 21, 2020 with an effective date of October
7, 2020 and Technical Report and Preliminary Economic Assessment
for BiOx Mill and Heap Leach Processing at the Mother Lode Project
dated November 21, 2020 with an effective date of October 7, 2020,
each of which is available under Corvus’ profile on SEDAR at
www.sedar.com and EDGAR at www.sec.gov.
Additional Information about the
Arrangement and Where to Find ItThis news release and the
Current Report are not substitutes for the Circular, Schedule 13E-3
filed by Corvus and the AGA Group, as amended, or any other
document that Corvus may file with the SEC, the Canadian securities
regulators or send to Corvus shareholders and optionholders in
connection with the Arrangement. Corvus has filed the Circular
under cover of Schedule 14A with the SEC on November 26, 2021 in
connection with the Special Meeting to consider the Arrangement,
which is supplemented by the Current Report. Corvus commenced
mailing of the Circular to Corvus shareholders and optionholders on
or about December 3, 2021. Each of Corvus and the AGA Group will
file materials relevant to the Arrangement with the SEC and on
SEDAR. 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 and under the Corvus profile
on SEDAR at www.sedar.com.
INVESTORS AND SECURITYHOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THE CIRCULAR 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, THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
CORVUS, THE ARRANGEMENT, 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 shareholders
and optionholders in connection with the Arrangement under SEC
rules and under Canadian requirements. 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 the Circular filed on
November 26, 2021 with the SEC and on SEDAR, in connection with the
Arrangement and in other relevant materials that will be filed with
the SEC and the Canadian securities regulators 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 shareholders and optionholders
generally, are set forth in the Circular.
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