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    KOR   CA2210131058

CORVUS GOLD INC.

(KOR)
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CORVUS GOLD INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

09/17/2021 | 05:26pm EDT

Item 1.01 Entry into a Definitive Agreement

On September 13, 2021, Corvus Gold Inc. ("Corvus"), a corporation existing under the laws of British Columbia, entered into an Arrangement Agreement (the "Arrangement Agreement") with 1323606 B.C. Unlimited Liability Company (the "Purchaser"), an unlimited liability company existing under the laws of British Columbia, and AngloGold Ashanti Holdings plc (the "Guarantor"), a public limited company existing under the laws of the Isle of Man. The Purchaser is an indirect wholly owned subsidiary of AngloGold Ashanti Limited ("AGA") and the Guarantor is a direct wholly owned subsidiary of AGA.

The Arrangement Agreement provides for the terms and conditions pursuant to which the Purchaser has agreed to acquire the remaining 80.5% of the outstanding common shares of Corvus (the "Corvus Shares") not already owned by AGA and all of its subsidiaries (collectively, the "AGA Group") at a price of C$4.10 per Corvus Share (the "Consideration") in cash (the "Transaction"). Capitalized terms used herein but not otherwise defined have the meaning set forth in the Arrangement Agreement.

The terms of the Arrangement Agreement also provide that, as part of the Transaction, each option to purchase a Corvus Share (a "Corvus Option") that is outstanding immediately prior to the effective time (the "Effective Time") of the Arrangement (as defined below), notwithstanding the terms of such Corvus Option, that is vested or unvested, will be deemed to be unconditionally vested and exercisable, and will be immediately cancelled in exchange for a cash payment from Corvus equal to the amount by which the Consideration exceeds the exercise price of each such Corvus Option, subject to withholding taxes where applicable.

The terms of the Arrangement Agreement further provide that the Transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Plan of Arrangement"). The Plan of Arrangement and the implementation of the arrangement set forth therein between Corvus, its shareholders (the "Corvus Shareholders"), the holders of Corvus Options (the "Corvus Optionholders" and together with the Corvus Shareholders, the "Corvus Securityholders") and the Purchaser (the "Arrangement"), is subject to the review and approval of the Supreme Court of British Columbia (the "Court").

The Transaction will be subject to the approval of: (a) 66 2/3% of the votes cast by (i) the Corvus Shareholders, including votes attached to Corvus Shares held by the AGA Group, present in person or represented by proxy at the special meeting relating to the Transaction (the "Special Meeting"); and (ii) the Corvus Shareholders and the Corvus Optionholders, voting together as a single class, present in person or represented by proxy at the Special Meeting; and (b) a simple majority of the votes cast by the Corvus Shareholders present in person or represented by proxy at the Special Meeting, excluding votes attached to Corvus Shares held by the AGA Group and any other person as required to be excluded under section 8.1(2) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

The Corvus Shares beneficially owned by the AGA Group comprise approximately 19.5% of the issued and outstanding Corvus Shares based on information furnished by the AGA Group (calculated on an aggregate number of 127,003,470 Corvus Shares outstanding as of September 10, 2021).

The Arrangement Agreement and the Arrangement have been approved by the board of directors of each of Corvus (the "Corvus Board") (acting upon the unanimous recommendation of a special committee of the Corvus Board, consisting solely of independent and disinterested directors, authorized to, among other things, negotiate, evaluate and approve or disapprove potential transactions with Corvus) and the Purchaser and the Guarantor.

Completion of the Transaction is also subject to other customary closing conditions, including mutual conditions regarding (i) obtaining an interim and final order from the Court, (ii) the absence of any law enacted by any governmental entity that prohibits or makes the consummation of the Transaction illegal, and (iii) receipt by the AGA Group of the approval of the South African Reserve Bank ("SARB").

Completion of the Transaction is subject to certain conditions in favor of the Purchaser, including (i) subject to certain exceptions, the accuracy of Corvus' representations and warranties, (ii) fulfillment or compliance by Corvus, in all material respects, with its covenants under the Arrangement Agreement, (iii) 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, (iv) certain legal actions, reviews, proceedings or investigations not having been brought by legal authorities, and (v) no material adverse effect in respect of Corvus having occurred.

Completion of the Transaction is subject to certain conditions in favor of Corvus, including (i) subject to certain exceptions, the accuracy of the Purchaser's and the Guarantor's representations and warranties, (ii) fulfillment or compliance by the Purchaser and the Guarantor, in all material respects, with their covenants under the Arrangement Agreement, (iii) delivery of sufficient funds to the Depositary to pay the aggregate Consideration to the Corvus Shareholders, and (iv) providing Corvus with the Funding Loan to satisfy the required payments under the Arrangement to the Corvus Optionholders.

The Transaction is not subject to a financing condition.

The Arrangement Agreement contains customary representations and warranties of Corvus and the Purchaser and the Guarantor. Corvus has also agreed to customary covenants regarding the operation of Corvus and its subsidiaries prior to the Effective Time, including covenants not to, during the pendency of the Arrangement, solicit alternative transactions or, subject to certain exceptions, enter into discussions concerning, or provide confidential information in connection with, an alternative transaction, subject to customary "fiduciary out" rights. Corvus has also granted the Purchaser a right to match any superior proposal.

The Arrangement Agreement contains certain customary mutual termination rights for both Corvus and the Purchaser, including a right to terminate (i) if the necessary approvals are not obtained at the Special Meeting, (ii) any law is enacted that prohibits or makes the consummation of the Transaction illegal, or (iii) if the Arrangement is not completed by March 31, 2022, unless otherwise extended pursuant to the terms of the Arrangement Agreement (the "Outside Date").

The Arrangement Agreement contains customary termination rights for Corvus, including a right to terminate (i) for a breach of any representation and warranty or failure to perform any covenant on the part of the Purchaser, subject to certain qualifications, (ii) if prior to obtaining the approval of the Corvus Securityholders, Corvus accepts a superior proposal, or (iii) if the SARB approval has not been obtained by the Outside Date.

The Arrangement Agreement contains customary termination rights for the Purchaser, including a right to terminate (i) for a breach of any representation and warranty or failure to perform any covenant on the part of Corvus, subject to certain qualifications, (ii) if prior to obtaining the approval of the Corvus Securityholders, the Corvus Board or a committee of the Corvus Board fails to unanimously recommend or withdraws, amends, modifies or qualifies, in a manner that is adverse to the Purchaser, its recommendation that the Corvus Securityholders vote in favor of the Arrangement at the Special Meeting, or Corvus breaches its non-solicitation covenant in any material respect, or (iii) if a Material Adverse Effect has occurred.

Corvus will pay a termination fee of C$19 million to the Guarantor under certain circumstances, including (i) if the Purchaser terminates the Arrangement Agreement due to the Corvus Board or a committee of the Corvus Board, prior to obtaining the approval of the Corvus Securityholders, failing to unanimously recommend or withdrawing, amending, modifying or qualifying, in a manner that is adverse to the Purchaser, its recommendation that the Corvus Securityholders vote in favor of the Arrangement at the Special Meeting, or Corvus breaching its non-solicitation covenant in any material respect, (ii) if Corvus terminates the Arrangement Agreement in connection with it pursuing a superior proposal, (iii) if either Corvus or the Purchaser terminates the Arrangement Agreement for failure to obtain the necessary approvals at the Special Meeting or if the Effective Time has not occurred on or prior to the Outside Date, or if the Purchaser terminates the Arrangement Agreement as a result of Corvus' breach of a representation or warranty by Corvus or failure of Corvus to perform its covenants under the Arrangement Agreement, subject to such breach or failure being due to Corvus' willful breach or fraud, provided that prior to such termination: (A) the Purchaser has obtained the SARB approval, (B) an Acquisition Proposal (for the purposes of the foregoing, references to "20% or more" in the definition of "Acquisition Proposal" in the Arrangement Agreement is deemed to be "50% or more") has been publicly made to Corvus (or any of its subsidiaries or any of their respective representatives) and not withdrawn prior to the Special Meeting, and (C) within 365 days following the date of such termination, an Acquisition Proposal (whether or not such Acquisition Proposal . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 13, 2021, pursuant to, and on the terms and conditions of, the US$20 million unsecured loan and guaranty agreement (the "Loan Agreement") by and among Corvus and its wholly-owned subsidiaries, Corvus Gold (USA) Inc. ("Corvus USA") and Corvus Gold Nevada Inc., and AngloGold Ashanti North America Inc. ("AGA North America"), AGA North America funded an additional US$5.0 million of the loan amount to Corvus USA following receipt of a subsequent draw request dated September 9, 2021.

Item 9.01. Financial Statements and Exhibits




(d) Exhibits



Exhibit   Description
  2.1       Arrangement Agreement dated September 13, 2021, by and among Corvus,
          1323606 B.C. Unlimited Liability Company and AngloGold Ashanti Holdings
          plc*

  4.1       Form of Voting Support Agreement


104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but a copy will be furnished supplementally to the SEC upon request.

© Edgar Online, source Glimpses

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Sales 2022 - - -
Net income 2022 -17,1 M -13,8 M -13,8 M
Net Debt 2022 - - -
P/E ratio 2022 -36,9x
Yield 2022 -
Capitalization 516 M 418 M 417 M
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Capi. / Sales 2023 -
Nbr of Employees 2
Free-Float 75,1%
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Number of Analysts 3
Last Close Price 4,06 CAD
Average target price 3,63 CAD
Spread / Average Target -10,7%
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Managers and Directors
Jeffrey A. Pontius President, Chief Executive Officer & Director
Peggy Wu Chief Financial Officer & Director
Ronald W. Largent Executive Chairman
Carl E. Brechtel Chief Administrative Officer
Rowland Perkins Independent Director
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