Corvus Gold Provides Supplemental Disclosure for Proposed Plan of Arrangement
VANCOUVER, Dec. 23, 2021 - 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 Ltd. 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:
Corvus Gold Inc.
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 It
This 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.