Exhibit 10.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2021
_______________________________
Corvus Gold Inc.
(Exact name of registrant as specified in its charter)
_______________________________
| British Columbia, Canada | 001-39437 | 98-0668473 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
|
Suite 1750, 700 West Pender Street Vancouver, British Columbia, Canada |
V6C 1G8 |
| (Address of Principal Executive Offices) | (Zip Code) |
(604) 638-3246
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Shares, no par value | KOR | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On May 4, 2021, Corvus Gold Inc. (the “Company”) and its wholly-owned subsidiary, Corvus Gold (USA) Inc. (“Corvus USA”) entered into a US$20 million unsecured loan and guaranty agreement (the “Loan Agreement”) with AngloGold Ashanti North America Inc. (“AngloGold”) to fund the ongoing permitting and pre-development work at the Company’s North Bullfrog project as well as ongoing exploration at its Mother Lode and Lynnda Strip projects (the “Loan”). Under the terms of the Loan Agreement, AngloGold will loan up to US$20 million to Corvus USA with the obligations of Corvus USA under the Loan Agreement guaranteed by the Company.
Upon execution of the Loan Agreement AngloGold will fund US$5 million of the loan amount to Corvus USA, with the remaining amount to be funded upon draw requests by Corvus USA, in its sole discretion, to AngloGold at any time prior to the loan repayment date in amounts equal to or less than US$5 million. The loan is subject to repayment upon the earliest to occur of (i) twelve months after the execution date of the Loan Agreement, (ii) the receipt of all material federal, state, and local permits and approvals required for the construction of any Mining Project (as defined in the Loan Agreement) for which the Company, Corvus USA or Corvus Gold Nevada Inc. (collectively, the “Corvus Group”) is an owner (either wholly or in part) or joint venture partner, (iii) the sale or other transfer, to any person or entity (including without limitation any affiliate or subsidiary), of any Mining Asset (as defined in the Loan Agreement) or Mining Project that is held, either individually or jointly and either wholly or in part, by any member of the Corvus Group, or (iv) any Change of Control (as defined in the Loan Agreement), whether direct or indirect, of any member of the Corvus Group.
The Loan will bear interest at the rate of 1.10725% based on a year consisting of 365 days (or 366 days in the event of a leap year), with interest computed daily based on the actual number of days elapsed with interest beginning to accrue 180 days after the execution date of the Loan Agreement. A minimum of 70% of the Loan amount must be spent on work directly associated with permitting, constructing or operating one or more Mining Projects under the full or partial ownership or control of any member of the Corvus Group. The Loan is subject to immediate repayment upon notice following any event of default under the Loan Agreement, which includes breach of any representation or warranty of the Company or the occurrence of a material adverse effect.
In connection with the Loan, the Company granted to AngloGold an exclusivity period of 90 days where the Company will abstain from all discussions or actions related to material transactions involving Company assets or change in share structure.
The above description of the material terms of the Loan Agreement is qualified in its entirety by the terms and conditions of the Loan Agreement which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
On May 6, 2021, the Company issued a press release announcing the Loan Agreement. A copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
| Exhibit | Description | |||
| 10.1 | Loan Agreement | |||
| 99.1* | Press Release, dated May 6, 2021 | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* The foregoing exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Corvus Gold Inc. | ||
| Date: May 6, 2021 | By: | /s/ Jeffrey A. Pontius |
| Jeffrey A. Pontius | ||
| President & Chief Executive Officer | ||
Exhibit 10.1
EXHIBIT 99.1
Corvus Gold Secures USD $20M Loan from AngloGold Ashanti North America Inc. to Fund North Bullfrog Permitting and Pre-Development Work
VANCOUVER, British Columbia, May 06, 2021 (GLOBE NEWSWIRE) -- Corvus Gold Inc. (“Corvus” or the “Company”) - (TSX: KOR, NASDAQ: KOR) announces it has entered into a USD $20M loan agreement with AngloGold Ashanti North America Inc. (“AngloGold”) to fund the ongoing permitting and pre-development work at the Company’s North Bullfrog project as well as ongoing exploration at its Mother Lode and Lynnda Strip projects. Highlights of the agreement for the USD $20M unsecured loan (the “Loan”) include:
The Loan constitutes a “related party transaction” under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as AngloGold is a related party of Corvus given its greater than 10% beneficial shareholding. Pursuant to Section 5.7(1)(f) of MI 61-101, the Company is exempt from obtaining minority approval of the Company’s shareholders in respect of the Loan because it was determined that the Loan is on reasonable commercial terms that are not less advantageous to the Company than if the Loan was obtained from a person dealing at arm's length with the Company and because the Loan is not convertible into, or repayable in, equity or voting securities of the Company or a subsidiary of the Company or otherwise participating in nature. The Company will file a material change report in respect of the Loan. However, the material change report will be filed less than 21 days prior to the closing of the Loan, which is consistent with market practice and which the Company deems reasonable in the circumstances. This transaction remains subject to TSX acceptance.
About the North Bullfrog & Mother Lode Projects, Nevada
Corvus controls 100% of its North Bullfrog Project, which covers approximately 90.5 km2 in southern Nevada. The property package is made up of a number of private mineral leases of patented federal mining claims and 1,134 federal unpatented mining claims. The project has excellent infrastructure, being adjacent to a major highway and power corridor as well as a large water right. The Company also controls 445 federal unpatented mining claims on the Mother Lode project which totals approximately 36.5 km2 which it owns 100%. The total Corvus 100% land ownership now covers over 127 km2, hosting two major new Nevada gold discoveries.
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. In addition, the Company controls a number of royalties on other North American exploration properties representing a spectrum of gold, silver and copper projects. 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 of
Corvus Gold Inc.
(signed) Jeffrey A. Pontius
Jeffrey A. Pontius,
President & Chief Executive Officer
| Contact Information: | Ryan Ko | |
| Investor Relations | ||
| Email: info@corvusgold.com | ||
| Phone: 1-844-638-3246 (toll free) or (604) 638-3246 |
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and US securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the future repayment of the loan and how the loan amount will be spent by the Company, the possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action; the terms of the Loan, including the intended use of proceeds, repayment and restrictions on business; the discovery and delineation of mineral deposits/resources/reserves; the potential to discover additional high grade veins or additional deposits; the growth potential of the North Bullfrog, Mother Lode and Lynnda Strip projects; and the potential for any mining or production at the North Bullfrog, Mother Lode and Lynnda Strip projects, are forward-looking statements. Information concerning mineral resource estimates may be deemed to be forward-looking statements in that it reflects a prediction of the mineralization that would be encountered if a mineral deposit were developed and mined. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, ability to repay the Loan or satisfy the conditions of the Loan, variations in the nature, quality and quantity of any mineral deposits that may be located, variations in the market price of any mineral products the Company may produce or plan to produce, the Company's inability to obtain any necessary permits, consents or authorizations required for its activities, the Company's inability to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, and other risks and uncertainties disclosed in the Company’s 2020 Annual Information Form and latest interim Management Discussion and Analysis filed with certain securities commissions in Canada and the Company’s most recent filings with the United States Securities and Exchange Commission (the “SEC”). The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws. All of the Company’s Canadian public disclosure filings in Canada may be accessed via www.sedar.com and filings with the SEC may be accessed via www.sec.gov and readers are urged to review these materials, including the technical reports filed with respect to the Company’s mineral properties.