Item 1.01 Entry into a Material Definitive Agreement
Underwriting Agreement
On October 3, 2019, Corvus Gold Inc. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and between
the Company and BMO Nesbitt Burns Inc. (the “Underwriter”).
Pursuant to the Underwriting Agreement,
the Company has agreed to sell and the Underwriter has agreed to purchase on the closing date of the Offering, an aggregate of
10,000,000 common shares of the Company (the “Offered Shares”) at a price of $2.00 per Offered Share, payable
in cash to the Company against delivery of such Offered Shares, subject to the terms and conditions of the Underwriting Agreement.
The Offering Price was determined based on arm’s length negotiations between the Company and the Underwriter.
The obligations of the Underwriter under
the Underwriting Agreement may be terminated at its discretion on the basis of certain stated events. The Underwriter is, however,
obligated to take up and pay for all of the Offered Shares if any of the Offered Shares are purchased under the Underwriting Agreement.
Pursuant to the Underwriting Agreement, the Underwriter has reserved the right to form a selling group of appropriately registered
dealers and brokers, with compensation to be negotiated between the Underwriter and such selling group participants, but at no
additional cost to the Company.
The Underwriting Agreement provides that
the Company will pay to the Underwriter the Underwriter’s Fee of $0.12 per Offered Share or Over-Allotment Share (as defined
below), if any, sold pursuant to the exercise of the Over-Allotment Option, representing 6% of the gross proceeds per Offered Share
or any Over-Allotment Share, as the case may be, for their services in connection with the distribution of the Offered Shares and
Over-Allotment Shares.
The Company has granted to the Underwriter
an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part in the sole discretion
of the Underwriter for a period of 30 days from and including the closing date of the Offering, to purchase up to an additional
amount of Offered Shares equal to 15% of the Offered Shares sold pursuant to the Offering, being 1,500,000 common shares (the “Over-Allotment
Shares”) at the Offering Price, to cover over-allotments, if any, and for market stabilization purposes.
The Underwriter has generally agreed to
purchase all of the Offered Shares sold under the Underwriting Agreement, other than the Over-Allotment Shares covered by the Over-Allotment
Option described above. The Underwriting Agreement provides that the Underwriter’s obligation to purchase Offered Shares
depends on the satisfaction of the conditions contained in the Underwriting Agreement including:
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the representations and warranties made by the Company to the Underwriter are true;
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there is no adverse material change in the Company’s business prior to the Closing Date;
and
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the Company delivers customary closing documents to the Underwriter.
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The Company has agreed to indemnify the
Underwriter, its affiliates and subsidiaries, and their respective directors, officers, employees, partners, agents, advisors and
shareholders against certain liabilities and expenses, related to the Offering, including liabilities under the U.S. Securities
Act of 1933, as amended. The Company has also agreed to contribute to payments the Underwriter may be required to make in respect
of such liabilities.
The Company has agreed that during the
period commencing on the Closing Date and ending on the date which is 90 days after the closing date of the Offering, not, without
the prior written consent of the Underwriter, which consent will not be unreasonably withheld or delayed, directly or indirectly
issue any Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares
(other than pursuant to rights or obligations under existing agreements, share compensation arrangements, up to 5% of the Company’s
issued and outstanding Common Shares as of the Closing Date for the purposes of bona fide arm’s length mineral property acquisitions,
or pursuant to securities or other instruments outstanding as of the Closing Date) or enter into any agreement or arrangement under
which the Company acquires or transfers to another, in whole or in part, any of the economic consequences of ownership of Common
Shares, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agree
to become bound to do so, or disclose to the public any intention to do so.
The Company has also agreed to use its
best efforts to cause certain directors and officers of the Company to enter into lock up agreements in favour of the Underwriter
evidencing their agreement, not to sell, or agree to sell (or announce any intention to do so), any Common Shares or securities
exchangeable or convertible into Common Shares for a period of 90 days from the closing date of the Offering without the prior
written consent of the Underwriter, such consent not to be unreasonably withheld or delayed, subject to customary exceptions.
The Offering is registered under the Company’s
shelf registration statement on Form S-3 (Registration No. 333-229516), including a base prospectus dated February 19, 2019, as
supplemented by a preliminary prospectus supplement dated October 2, 2019 and a final prospectus supplement dated October 3, 2019.
The Offering is being made concurrently in Canada pursuant to a Canadian Prospectus and Prospectus Supplement filed with the securities
commissions or similar regulatory authorities in the Canada for the purpose of qualifying the Offered Shares for sale.
The above description of the material terms
of the Underwriting Agreement is qualified in its entirety by the full terms and conditions of the Underwriting Agreement, attached
hereto as Exhibit 1.1 and incorporated herein by reference.