AngloGold Ashanti Holdings plc (AGAH) made a non-binding proposal to acquire 80.5% stake in Corvus Gold Inc. (TSX:KOR) from Sprott Funds Trust managed by Sprott Asset Management, LP and others for approximately CAD 420 million on July 13, 2021. AngloGold Ashanti Limited proposes that AGAH will acquire all of the issued and outstanding Corvus shares (other than the Corvus shares currently beneficially owned by AngloGold Ashanti Limited) in exchange for consideration of CAD 4 per Corvus share (the “Offer Price”), payable in cash. AGAH, AngloGold Ashanti (U.S.A.) Exploration Inc., along with AngloGold Ashanti Limited, currently hold a 19.5% combined interest in Corvus. The partis entered into a definitive agreement on September 13, 2021. Pursuant to the terms of agreement, AngloGold will now acquire shares of Corvus for CAD 4.1 each. The transaction implies a total equity value for all Corvus common shares and outstanding options to acquire common shares of approximately CAD 570 million. The offer price represents a premium of approximately 26% to the closing price of Corvus common shares on the Toronto Stock Exchange on July 12, 2021, and a premium of approximately 59% to the closing price of Corvus common shares on the TSX on May 5, 2021. Upon closing, Corvus Gold will become a wholly owned unit of AngloGold. The transaction will be funded from AngloGold Ashanti Holdings plc's current cash balance. Corvus has also granted AngloGold Ashanti a right to match any superior proposal and will pay a termination fee of CAD 19 million to AngloGold Ashanti, in the event of termination of transaction. A special committee comprised entirely of independent directors of Corvus was constituted to consider the transaction.

Upon closing of the transaction AngloGold Ashanti will integrate the acquired Mineral Resources based on its own technical parameters established for the Beatty District. The transaction is subject to a number of conditions, including, among other matters, the satisfactory completion of confirmatory due diligence, the negotiation and execution of mutually acceptable definitive transaction documents, and the formal approval of the Proposed Transaction by the Boards of Directors of AGA, AGAH and Corvus. The transaction requires approval of 66 2/3% of Corvus' shareholders, receipt of court approval, among others. The transaction is also subject to the approval of the South African Reserve Bank and dissent rights of the Corvus Shareholders under British Columbia law not having been exercised with respect to more than 7% of the issued and outstanding Corvus Shares. The proposed transaction will not be subject to any financing condition or condition relating to the approval by the shareholders of AGA. Sprott Funds Trust, along with the directors and officers of Corvus, holding common shares and options reflecting in aggregate, approximately 34.7% of Corvus' issued and outstanding common shares have entered into voting support agreements, pursuant to which they have agreed, among other things, to vote their Corvus securities in favor of the transaction. The special committee unanimously recommended the transaction to the Corvus Board, and the Corvus Board unanimously approved the transaction and recommends that Corvus shareholders and option holders vote in favor of the transaction. Board of directors of AngloGold Ashanti also approved the transaction. Corvus Board unanimously recommended shareholders to vote in favor of the transaction in the meeting. On January 6, 2022, the shareholders and optionholders of Corvus approved the transaction. As of September 13, 2021, the transaction is expected to close in first quarter of 2022. As of January 6, 2022, the arrangement is expected to close on or around January 18, 2022. Jay Kellerman and Daniel Borlack of Stikeman Elliott LLP, George Stephanakis and Richard Hall of Cravath, Swaine & Moore LLP and Scot Anderson of Hogan Lovells US LLP acted as legal advisors and RBC Capital Markets acted as financial advisor to AngloGold Ashanti. BMO Capital Markets acted as financial advisor and provided fairness opinion, while Jen Hansen (Picture), Jeffrey Roy, Jackson Phillips, David Overall, Christopher Norton and Chris Hersh of Cassels Brock & Blackwell LLP and Jason Brenkert of Dorsey & Whitney LLP acted as legal advisors for Corvus. Blakes, Cassels & Graydon LLP acted as legal advisor and Fort Capital Partners acted as financial advisor and fairness opinion provider for the special committee of Corvus. Computershare Investor Services Inc. acted as registrar and transfer agent, and depository for Corvus Gold. Fort Capital Partners will receive CAD 100,000 as non-refundable retainer fee and payment of CAD 450,000 upon the delivery of the Fort Capital Valuation and Opinion to the Special Committee. BMO will receive a fee of approximately CAD 5.5 million, of which a portion was payable upon delivery of BMO's opinion and approximately CAD 5.25 million is payable contingent upon consummation of the transaction.