Corvus Gold Securityholders Approve Acquisition By AngloGold Ashanti
January 06 2022 - 5:00PM
Corvus Gold Inc. (“Corvus” or the “Company”) – (TSX: KOR, NASDAQ:
KOR) is pleased to announce that, at the special meeting (the
“Meeting”) of shareholders and optionholders of Corvus
(collectively, the “Securityholders”) today, Securityholders voted
overwhelmingly in favour of the resolution (the “Arrangement
Resolution”) approving 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 (the “Common Shares”), not already owned by
AngloGold Ashanti Limited and its affiliates (collectively, the
“AGA Group”).
81,896,879 Common Shares, representing
approximately 64.48% of the issued and outstanding Common Shares as
at the record date of November 22, 2021 (the “Record Date”), and
11,948,500 options of Corvus (the “Options”), representing
approximately 99.53% of the issued and outstanding Options as at
the Record Date, were voted at the Meeting either in person or
represented by proxy. The Arrangement Resolution was approved by
(i) approximately 99.45% of the Common Shares voted at the Meeting
(including those held by the AGA Group); (ii) approximately 99.52%
of the Common Shares and Options voted at the Meeting, voting
together as a class (including those held by the AGA Group); and
(iii) approximately 99.12% of the Common Shares voted at the
Meeting, after excluding votes from certain shareholders, including
the AGA Group, as required under Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions.
Details of the voting results from the Meeting will be filed under
the Company's profile on SEDAR and under cover of a current report
on Form 8-K under the Company’s profile on EDGAR.
Corvus will apply for a final order of the
Supreme Court of British Columbia for approval of the Arrangement
on January 11, 2022. Closing of the Arrangement remains subject to
certain customary closing conditions, including obtaining the final
order from the Supreme Court of British Columbia. Assuming the
satisfaction of these closing conditions, the Arrangement is
expected to close on or around January 18, 2022. Following
completion of the Arrangement, the Company expects the Common
Shares to be delisted from the Toronto Stock Exchange and Nasdaq
Capital Markets. The Company will also be applying to the relevant
securities regulatory authorities in Canada and the United States
to cease to be a reporting issuer.
Shareholders who have questions or require
assistance with submitting their Common Shares in exchange for the
consideration pursuant to 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 proxy
statement/management information circular (the “Circular”) of the
Company dated November 25, 2021, which is available under Corvus’
profile on both 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.
On behalf ofCorvus Gold
Inc.
(signed) Jeffrey A. PontiusJeffrey A.
Pontius,President & Chief Executive Officer
Contact Information: |
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Ryan KoInvestor RelationsEmail: info@corvusgold.comPhone:
1-844-638-3246 (toll free) or (604) 638-3246 |
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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 the
anticipated timing for Corvus applying to the Supreme Court of
British Columbia for the final order, the anticipated timing for
the closing and the anticipated timing for delisting from the TSX
and the NASDAQ and ceasing to be a reporting issuer in Canada and
the United States. 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 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.
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