CORVUS GOLD INC. : Conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (Form 8-K)


Item 1.01 Conclusion of a definitive agreement

At September 13, 2021, Corvus Gold Inc. (“Corvus”), a company incorporated under the laws of British Columbia, has entered into an arrangement agreement (the “Arrangement Agreement”) with 1323606 British Columbia Unlimited Liability Company (the “Buyer”), an unlimited liability company existing under the laws of British Columbia, and AngloGold Ashanti Holdings plc (the “Guarantor”), a limited company existing under the laws of the Isle of Man. The Buyer 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 sets out the terms under which the Purchaser has agreed to acquire the remaining 80.5% of the outstanding common shares of Corvus (the “Corvus Shares”) which are not already held by AGA and all of its subsidiaries (collectively, the “AGA Group“) at the price of CA $ 4.10 by Corvus Share (the “Consideration”) in cash (the “Transaction”). Capitalized terms used herein but not otherwise defined have the meanings given to them in the Arrangement Agreement.

The terms of the Arrangement Agreement also provide that, in connection with the Transaction, each option to purchase a Corvus Share (a “Corvus Option”) that is outstanding immediately prior to the vesting time. of effect (the “Effective Time”) of the Arrangement (as defined below), notwithstanding the conditions of such Corvus Option, which is vested or not vested, will be deemed to be unconditionally vested and exercisable, and will be immediately forfeited in exchange for a cash payment from Corvus equal to the amount by which the consideration exceeds the exercise price of each of such Corvus options, subject to withholding taxes, if any.

The terms of the arrangement agreement further provide that the transaction will be implemented by means of a plan of arrangement provided for in the Business Corporations Act (British Columbia) (the “Plan of Arrangement”). The plan of arrangement and the implementation of the arrangement set out therein between Corvus, its shareholders (the “Corvus shareholders”), the Corvus option holders (the “Corvus option holders” and with the shareholders of Corvus, the “holders of Corvus securities”) and the Buyer (the “Arrangement”), is subject to the review and approval of the Supreme Court of British Columbia (the tribunal”).

The Transaction will be subject to the approval of: (a) 66 2/3% of the votes cast by (i) the Corvus Shareholders, including the votes attached to the 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 shareholders of Corvus and the holders of options of Corvus, 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 shareholders of Corvus present in person or represented by proxy at the extraordinary meeting, excluding the votes attached to the shares of Corvus held by the AGA Group and any other person to be excluded under Article 8.1 (2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

The shares of Corvus beneficially owned by the AGA Group represent approximately 19.5% of the issued and outstanding Corvus shares based on information provided by the AGA Group (calculated on a total number of 127,003,470 Corvus shares outstanding at September 10, 2021).

The Arrangement Agreement and Arrangement have been approved by the Board of Directors of each of Corvus (the “Corvus Board”) (acting on the unanimous recommendation of a special committee of the Corvus Board, composed entirely of independent and disinterested directors, authorized to, among other things, negotiate, evaluate and approve or disapprove potential transactions with Corvus) and the Buyer and the Guarantor.

Completion of the Transaction is also subject to other customary closing conditions, including mutual conditions regarding (i) obtaining a provisional and final order from the Court, (ii) the absence of any promulgated law by a government entity that prohibits or makes the consumption of the Transaction illegal, and (iii) the receipt by the AGA Group of the approval of South African Reserve Bank (“SARB”).

The completion of the Transaction is subject to certain conditions in favor of the Buyer, including (i) subject to certain exceptions, the accuracy of Corvus’ representations and warranties, (ii) the completion or compliance by Corvus, in all material respects, its commitments under the Arrangement Agreement, (iii) the dissent rights of Corvus shareholders under British Columbia as the law has not been exercised in respect of more than 7% of the issued and outstanding Corvus shares, (iv) certain legal actions, reviews, proceedings or investigations which have not been brought by the judicial authorities, and (v) no material adverse effects with respect to 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 representations and warranties of the Buyer and the Guarantor, (ii) performance or compliance by the Buyer and the Guarantor, in all material matters, with their commitments under the Arrangement Agreement, (iii) the remittance of sufficient funds to the Custodian to pay the aggregate consideration to the shareholders of Corvus, and (iv) the providing Corvus with the financing loan to settle payments required under the Arrangement to Corvus option holders.

The Operation is not subject to a financing condition.

The Arrangement Agreement contains customary representations and warranties of Corvus, the Purchaser and the Guarantor. Corvus has also accepted customary covenants relating to the operation of Corvus and its subsidiaries prior to the Effective Time, including covenants not, during the term of the Arrangement, to solicit other transactions or, subject to certain exceptions, initiate discussions regarding, or provide confidential information in connection with an alternative transaction, subject to customary “fiduciary exit” rights. Corvus has also granted the buyer the right to match any superior proposition.

The Arrangement Agreement contains certain mutual termination rights customary for Corvus and the Purchaser, including a termination right (i) if the necessary approvals are not obtained at the special meeting, (ii) any law is enacted which prohibits or makes the consumption of the Transaction illegal, or (iii) if the Arrangement is not completed by March 31, 2022, unless otherwise extended under the terms of the Arrangement Agreement (the “Deadline”).

The Arrangement Agreement contains customary termination rights for Corvus, including a right of termination (i) for breach of any representations and warranties or breach of any obligation on the part of the Buyer, subject to certain conditions, ( ii) if prior to obtaining the approval of the securityholders of Corvus, Corvus accepts a superior proposal, or (iii) if the approval of the SARB has not been obtained by the external date.

The Arrangement Agreement contains customary termination rights for the Buyer, including a right to terminate (i) for breach of any representation and warranty or breach of any obligation on the part of Corvus, subject to certain conditions, ( ii) if before obtaining the approval of the holders of securities of Corvus, the board of Corvus or a committee of the board of Corvus does not unanimously recommend or withdraw, amend, modify or qualify, in a manner unfavorable to the purchaser, its recommendation that the holders of Corvus securities vote in favor of the Arrangement at the Special Meeting, or Corvus breaches its non-solicitation covenant in a material respect, or (iii) if a material adverse effect s ‘is produced.

Corvus will pay a termination fee of 19 million Canadian dollars to the Guarantor in certain circumstances, including (i) if the Purchaser terminates the Arrangement Agreement by reason of the Corvus Board or a Committee of the Corvus Board, before obtaining the approval of the Corvus Securityholders , failing to unanimously recommend or withdraw, modify, modify or qualify, in a manner unfavorable to the Purchaser, its recommendation that the holders of Corvus securities vote in favor of the Arrangement at the Meeting Extraordinary, or that Corvus fails to honor its non-solicitation covenant in a material respect, (ii) if Corvus terminates the Arrangement Agreement in pursuit of a Superior Proposal, (iii) if Corvus or the Buyer terminates the Arrangement Agreement for failure to obtain the necessary approvals at the Special Meeting or if the effective time has not been on or before Date, or if the Buyer terminates the Agreement settlement due to Corvus’ breach of a declaration ation or warranty by Cor vu or the failure by Corvus to honor its covenants under the Arrangement Agreement, provided that such breach or failure is due to an intentional breach or fraud by Corvus, provided that prior to such termination: (A) the purchaser has obtained SARB approval, (B) an acquisition proposal (for the purposes of the above, references to “20% or more” in the definition of “Acquisition proposal” in the Arrangement Agreement are deemed to be “50% or more”) has been publicly made to Corvus (or one of its subsidiaries or one of their respective representatives) and not withdrawn prior to l extraordinary meeting, and (C) within 365 days of the date of such termination, an acquisition proposal (whether or not it is such an acquisition proposal. . .

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

At September 13, 2021, under and according to the terms and conditions of the
$ 20 million unsecured loan and guarantee agreement (the “Loan Agreement”) by and between Corvus and its wholly owned subsidiaries, Corvus Gold (United States) Inc.
(“Corvus United States“) and Corvus Gold Nevada Inc., and AngloGold Ashanti North America Inc. (“AGA North America“), AGA North America financed a supplement US $ 5.0 million of the loan amount to Corvus United States following receipt of a subsequent dated drawing request September 9, 2021.

Article 9.01. Financial statements and supporting documents



(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 Interactive cover page data file (integrated into the online XBRL document)

* Some annexes have been omitted in accordance with Article 601 (b) (2) of Regulation SK, but a copy will be provided in addition to the SECOND on demand.

© Edgar online, source Previews

About Leah Albert

Check Also

Biden will criticize Republicans as having no plan on inflation

U.S. President Joe Biden arrives to deliver a speech on expanding high-speed internet access, during …

Leave a Reply

Your email address will not be published.