UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, ~~2020~~2021
OR
☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

~~Commission file number: 001-39437~~

Commission File Number: 001-39437

CORVUS GOLD INC.

(Exact Name of Registrant as Specified in its Charter)

British Columbia, Canada	98-0668473
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1750-700 West Pender Street Vancouver, British Columbia, Canada (Address of ~~Principal Executive Offices)~~principal executive offices)	V6C 1G8 (Zip ~~code)~~Code)

Registrant’s telephone number, including area code: (604) 638-3246

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common Shares, no par value		KOR		Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Small reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒

As of January ~~7, 2021,~~14, 2022, the registrant had ~~126,632,845~~127,003,470 Common Shares outstanding.

Table of Contents

PART II. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CORVUS GOLD INC.

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

(Expressed in Canadian dollars)


	November 30, 2020			May 31, 2020			November 30, 2021			May 31, 2021
	(Unaudited)						(Unaudited)
ASSETS

Current assets
Cash and cash equivalents	$	7,049,285		$	14,913,158		$	6,547,311		$	5,121,495
Accounts receivable		46,883			161,305			115,582			11,741
Prepaid expenses		112,599			389,433			93,161			499,747

Total current assets		7,208,767			15,463,896			6,756,054			5,632,983

Property and equipment		31,920			38,630			176,078			73,457
Right-of-use assets		87,629			48,978			59,545			88,996
Capitalized acquisition costs (note 3)		5,658,530			5,831,924
Capitalized acquisition costs (note 4)								5,765,398			5,268,783

Total assets	$	12,986,846		$	21,383,428		$	12,757,075		$	11,064,219

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

Current liabilities
Accounts payable and accrued liabilities (note 5)	$	764,331		$	895,848
Accounts payable and accrued liabilities (note 7)							$	886,698		$	1,835,240
Lease liabilities		56,385			0			64,025			67,287
Note payable (note 5)								18,706,453			5,742,007

Total current liabilities		820,716			895,848			19,657,176			7,644,534

Asset retirement obligations (note 3)		350,858			373,103
Asset retirement obligations (note 4)								346,176			326,691
Lease liabilities		36,560			52,475			5,730			32,600

Total liabilities		1,208,134			1,321,426			20,009,082			8,003,825

Shareholders’ equity
Share capital (note 4)		124,010,487			120,960,869
Contributed surplus (note 4)		15,564,132			14,857,390
Shareholders’ equity (deficit)
Share capital (note 6)								125,012,169			124,919,558
Contributed surplus (note 5)								20,694,371			17,769,880
Accumulated other comprehensive income - cumulative translation differences		1,175,307			1,578,326			748,186			826,016
Deficit accumulated during the exploration stage		(128,971,214	)		(117,334,583	)		(153,706,733	)		(140,455,060	)

Total shareholders’ equity		11,778,712			20,062,002
Total shareholders’ equity (deficit)								(7,252,007	)		3,060,394

Total liabilities and shareholders’ equity	$	12,986,846		$	21,383,428
Total liabilities and shareholders’ equity (deficit)							$	12,757,075		$	11,064,219

Nature and continuance of operations (note 1)2)

Subsequent events (notes 1, 7, and 11)

Approved on behalf of the Directors:

“Jeffrey Pontius” Director

“Anton Drescher” Director

These accompanying notes form an integral part of these condensed interim consolidated financial statements

CORVUS GOLD INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(Expressed in Canadian dollars)

	Three months ended November 30,						Six months ended November 30,
	2020			2019			2020			2019			Three months ended November 30,						Six months ended November 30,
													2021			2020			2021			2020
Operating Expenses

Operating expenses
Administration	$	106		$	107		$	212		$	214		$	0		$	106		$	0		$	212
Consulting fees (notes 4 and 5)		536,082			492,052			1,039,046			935,159
Consulting fees (notes 6 and 7)														615,123			536,082			1,427,285			1,039,046
Depreciation		18,678			18,716			32,959			27,747			17,593			18,678			35,094			32,959
Exploration expenditures (notes 3 and 4)		2,712,435			1,200,791			7,145,669			2,594,946
Exploration expenditures (notes 4 and 6)														1,355,224			2,712,435			5,781,487			7,145,669
Insurance		60,872			54,458			123,431			110,156			165,198			60,872			333,717			123,431
Investor relations (notes 4 and 5)		739,979			569,537			1,056,405			904,050
Investor relations (note 6)														300,711			739,979			759,160			1,056,405
Office and miscellaneous		28,637			26,588			66,570			53,320			33,924			28,637			62,493			66,570
Professional fees (note 4)		117,629			73,528			275,814			150,617
Professional fees (note 6)														62,996			117,629			189,570			275,814
Regulatory		58,580			51,872			212,892			112,959			30,757			58,580			113,217			212,892
Rent		1,351			1,765			8,754			15,906			909			1,351			2,039			8,754
Transaction costs (note 1)														1,676,644			0			1,852,414			0
Travel		38,136			125,205			53,612			168,596			32,103			38,136			117,633			53,612
Wages and benefits (notes 4 and 5)		873,248			831,420			1,379,701			1,281,227
Wages and benefits (notes 6 and 7)														498,647			873,248			2,052,614			1,379,701

Total operating expenses		(5,185,733	)		(3,446,039	)		(11,395,065	)		(6,354,897	)		(4,789,829	)		(5,185,733	)		(12,726,723	)		(11,395,065	)

Other income (expense)
Other income (loss)
Interest income		16,526			61,892			55,430			77,958			1,352			20,447			2,735			62,146
Interest expense (note 5)														(321,932	)		(3,921	)		(504,122	)		(6,716	)
Foreign exchange gain (loss)		43,180			(62,772	)		(296,996	)		(105,386	)		(21,967	)		43,180			(23,563	)		(296,996	)

Total other income (expense)		59,706			(880	)		(241,566	)		(27,428	)
Total other income (loss)														(342,547	)		59,706			(524,950	)		(241,566	)

Net loss for the period		(5,126,027	)		(3,446,919	)		(11,636,631	)		(6,382,325	)		(5,132,376	)		(5,126,027	)		(13,251,673	)		(11,636,631	)

Other comprehensive loss
Exchange difference on translating foreign operations		(44,537	)		(3,966	)		(403,019	)		(90,945	)		(100,875	)		(44,537	)		(77,830	)		(403,019	)

Comprehensive loss for the period	$	(5,170,564	)	$	(3,450,885	)	$	(12,039,650	)	$	(6,473,270	)	$	(5,233,251	)	$	(5,170,564	)	$	(13,329,503	)	$	(12,039,650	)

Basic and diluted loss per share	$	(0.04	)	$	(0.03	)	$	(0.09	)	$	(0.06	)
Basic and diluted net loss per share													$	(0.04	)	$	(0.04	)	$	(0.10	)	$	(0.09	)

Weighted average number of shares outstanding		125,178,230			118,704,785			124,579,785			115,168,264			127,003,470			125,178,230			126,992,131			124,579,785

These accompanying notes form an integral part of these condensed interim consolidated financial statements

CORVUS GOLD INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Expressed in Canadian dollars)

SIX MONTHS ENDED NOVEMBER 30,


	2020			2019			2021			2020

Operating activities
Net loss for the period	$	(11,636,631	)	$	(6,382,325	)	$	(13,251,673	)	$	(11,636,631	)
Add items not affecting cash:
Depreciation		32,959			27,747			35,094			32,959
Stock-based compensation (note 4)		1,769,660			1,601,894
Stock-based compensation (note 6)								2,265,307			1,769,660
Interest expense (note 5)								504,122			6,716
Foreign exchange loss		296,996			105,386			23,563			296,996
Changes in non-cash items:
Accounts receivable		114,422			(52,725	)		(103,841	)		114,422
Prepaid expenses		276,834			191,361			406,586			276,834
Accounts payable and accrued liabilities		(131,517	)		(102,964	)		(948,542	)		(131,517	)

Cash used in operating activities		(9,277,277	)		(4,611,626	)		(11,069,384	)		(9,270,561	)

Financing activities
Cash received from issuance of shares		1,910,950			25,200,000			0			1,910,950
Share issuance costs		0			(1,978,684	)		(6,789	)		0
Lease liabilities payments		(26,087	)		(19,916	)		(38,990	)		(32,803	)
Note payable (note 5)								12,493,000			0

Cash provided by financing activities		1,884,863			23,201,400			12,447,221			1,878,147

Investing activities
Expenditures on property and equipment								(99,176	)		0
Capitalized acquisition costs		(103,819	)		(51,705	)		(80,589	)		(103,819	)

Cash used in investing activities		(103,819	)		(51,705	)		(179,765	)		(103,819	)

Effect of foreign exchange on cash		(367,640	)		(98,115	)		227,744			(367,640	)

Increase (decrease) in cash and cash equivalents		(7,863,873	)		18,439,954			1,425,816			(7,863,873	)

Cash and cash equivalents, beginning of the period		14,913,158			4,145,085			5,121,495			14,913,158

Cash and cash equivalents, end of the period	$	7,049,285		$	22,585,039		$	6,547,311		$	7,049,285

Supplemental cash flow information (note 8)10)

These accompanying notes form an integral part of these condensed interim consolidated financial statements

CORVUS GOLD INC.

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

(Unaudited)

(Expressed in Canadian dollars)

SIX MONTHS ENDED NOVEMBER 30, ~~2020~~

2021

	Number of shares		Amount			Contributed Surplus			Accumulated Other Comprehensive Income – Cumulative Translation Differences			Deficit			Total
																		Number of shares		Amount			Contributed Surplus			Accumulated Other Comprehensive Income – Cumulative Translation Differences			Deficit			Total
Balance, May 31, 2019		111,462,845	$	97,726,772		$	11,467,753		$	1,382,223		$	(101,127,931	)	$	9,448,817

Net loss for the period		-		0			0			0			(6,382,325	)		(6,382,325	)
Shares issued for cash		12,500,000		25,200,000			0			0			0			25,200,000
Share issued for capitalized acquisition costs		25,000		48,750			0			0			0			48,750
Other comprehensive income
Exchange difference on translating foreign operations		-		0			0			(90,945	)		0			(90,945	)
Share issuance costs		-		(1,978,684	)		0			0			0			(1,978,684	)
Stock-based compensation		-		0			1,601,894			0			0			1,601,894

Balance, November 30, 2019		123,987,845	$	120,996,838		$	13,069,647		$	1,291,278		$	(107,510,256	)	$	27,847,507

Net loss for the period		-		0			0			0			(9,824,327	)		(9,824,327	)
Other comprehensive income
Exchange difference on translating foreign operations		-		0			0			287,048			0			287,048
Share issuance costs		-		(35,969	)		0			0			0			(35,969	)
Stock-based compensation		-		0			1,787,743			0			0			1,787,743

Balance, May 31, 2020		123,987,845	$	120,960,869		$	14,857,390		$	1,578,326		$	(117,334,583	)	$	20,062,002			123,987,845	$	120,960,869		$	14,857,390		$	1,578,326		$	(117,334,583	)	$	20,062,002

Net loss for the period		-		0			0			0			(11,636,631	)		(11,636,631	)		-		0			0			0			(11,636,631	)		(11,636,631	)
Shares issued for cash
Exercise of stock options		2,520,000		1,910,950			0			0			0			1,910,950			2,520,000		1,910,950			0			0			0			1,910,950
Share issued for capitalized acquisition costs		25,000		75,750			0			0			0			75,750			25,000		75,750			0			0			0			75,750
Other comprehensive income
Exchange difference on translating foreign operations		-		0			0			(403,019	)		0			(403,019	)		-		0			0			(403,019	)		0			(403,019	)
Reclassification of contributed surplus on exercise of stock options		-		1,062,918			(1,062,918	)		0			0			0			-		1,062,918			(1,062,918	)		-			-			-
Stock-based compensation		-		0			1,769,660			0			0			1,769,660			-		0			1,769,660			0			0			1,769,660

Balance, November 30, 2020		126,532,845	$	124,010,487		$	15,564,132		$	1,175,307		$	(128,971,214	)	$	11,778,712			126,532,845	$	124,010,487		$	15,564,132		$	1,175,307		$	(128,971,214	)	$	11,778,712

Net loss for the period																			-		0			0			0			(11,483,846	)		(11,483,846	)
Shares issued
At-the-market offering																			119,125		340,762			0			0			0			340,762
Exercise of stock options																			326,500		445,890			0			0			0			445,890
Other comprehensive income
Exchange difference on translating foreign operations																			-		0			0			(349,291	)		0			(349,291	)
Share issuance costs																			-		(194,869	)		0			0			0			(194,869	)
Reclassification of contributed surplus on exercise of stock options																			-		317,288			(317,288	)		-			-			-
Contributed surplus on note payable (note 5)																			-		0			314,016			0			0			314,016
Stock-based compensation																			-		0			2,209,020			0			0			2,209,020

Balance, May 31, 2021																			126,978,470	$	124,919,558		$	17,769,880		$	826,016		$	(140,455,060	)	$	3,060,394

Net loss for the period																			-		0			0			0			(13,251,673	)		(13,251,673	)
Other comprehensive income
Exchange difference on translating foreign operations																			-		0			0			(77,830	)		0			(77,830	)
Share issued for capitalized acquisition costs (notes 4(a)(ii)(1) and 6)																			25,000		99,400			0			0			0			99,400
Share issuance costs																			-		(6,789	)		0			0			0			(6,789	)
Contributed surplus on note payable (note 5)																			-		0			659,184			0			0			659,184
Stock-based compensation																			-		0			2,265,307			0			0			2,265,307

Balance, November 30, 2021																			127,003,470	$	125,012,169		$	20,694,371		$	748,186		$	(153,706,733	)	$	(7,252,007	)

These accompanying notes form an integral part of these condensed interim consolidated financial statements

CORVUS GOLD INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	THE TRANSACTION

On September 13, 2021, the Company announced that the Company and AngloGold Ashanti Limited (“AngloGold Ashanti”) have entered into a definitive arrangement agreement pursuant to which AngloGold Ashanti has agreed to acquire the remaining 80.5% of common shares of the Company (“Common Shares”) not already owned by AngloGold Ashanti at a price of C$4.10 per Common Share (the “Consideration”) in cash (the “Transaction”). The Transaction was subject to the approval of: (a) 662/3% of the votes cast by (i) the holders of Common Shares (the “Shareholders”), including votes attached to Common Shares held by AngloGold Ashanti, present in person or represented by proxy at the special meeting relating to the Transaction; and (ii) the Shareholders and the holders of options, voting together as a single class, present in person or represented by proxy at the special meeting relating to the Transaction; and (b) a simple majority of the votes cast by the Shareholders present in person or represented by proxy at the special meeting relating to the Transaction, excluding votes attached to Common Shares held by AngloGold Ashanti and its affiliates and any other person as required to be excluded under section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. In addition to securityholder approval, the Transaction was subject to the receipt of court approval and other customary closing conditions for transactions of this nature.

For the period ended November 30, 2021, the Company has incurred $1,852,414 (2020 - $nil) in transaction costs consisting of consulting fees, investor relations expenses, office and miscellaneous, professional fees, regulatory fees and travel expenses related to the Transaction.

A special meeting of Shareholders and optionholders of the Company was held on January 6, 2022 where the requisite approvals of the Shareholders and optionholders noted above were received. On January 11, 2022 the Company obtained the final court order from the Supreme Court of British Columbia with respect to the Transaction. The completion of the Transaction is anticipated to occur on or about January 18, 2022.

1.2.

NATURE AND CONTINUANCE OF OPERATIONS

On August 25, 2010, International Tower Hill Mines Ltd. (“ITH”) completed a Plan of Arrangement (the “Arrangement”) whereby its existing Alaska mineral properties (other than the Livengood project) and related assets and the North Bullfrog mineral property and related assets in Nevada (collectively, the “Nevada and Other Alaska Business”) were indirectly spun out into a new public company, being Corvus Gold Inc. (“Corvus” or the “Company”). As part of the Arrangement, ITH transferred its wholly-owned subsidiary Corvus Gold Nevada Inc. (“Corvus Nevada”) (which held the North Bullfrog property), to Corvus and a wholly-owned Alaskan subsidiary of ITH, Talon Gold Alaska, Inc. sold to Raven Gold Alaska Inc. (“Raven Gold”), the Terra, Chisna, LMS and West Pogo properties. As a consequence of the completion of the Arrangement, the Terra, Chisna, LMS, West Pogo and North Bullfrog properties were transferred to Corvus.

The Company was incorporated on April 13, 2010 under the Business Corporations Act (British Columbia). These condensed interim consolidated financial statements reflect the cumulative operating results of the predecessor, as related to the mineral properties that were transferred to the Company from June 1, 2006.

The Company is engaged in the business of acquiring, exploring and evaluating mineral properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed. At November 30, ~~2020,~~2021, the Company had interests in properties in Nevada, U.S.A.

The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The Company has no source of revenue, and has significant cash requirements to meet its administrative overhead and maintain its mineral property interests. The recoverability of amounts shown for mineral properties is dependent on several factors. These include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties, and future profitable production or proceeds from disposition of mineral properties. The carrying value of the Company’s mineral properties does not reflect current or future values.

These condensed interim consolidated financial statements have been prepared on a going concern basis, which presume the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon achieving profitable operations and/or obtaining additional financing.

In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future within one year from the date the condensed interim consolidated financial statements are issued. There is substantial doubt upon the Company’s ability to continue as going concern, as explained in the following paragraphs.

The Company has sustained significant losses from operations, has negative cash flows, and has an ongoing requirement for capital investment to explore its mineral properties. As at November 30, ~~2020,~~2021, the Company had working capital deficit of ~~$6,388,051~~$12,901,122 compared to working capital deficit of ~~$14,568,048~~$2,011,551 as at May 31, ~~2020.~~2021. The Company entered into a loan agreement with AngloGold Ashanti North America Inc. (“AngloGold North America”) to fund up to USD 20,000,000 towards the ongoing permitting and pre-development work at the Company’s properties (note 5). As at November 30, 2021, the Company has drawn $18,541,000 (USD 15,000,000) from the loan agreement. On September 13, 2021, the Company announced that the Company and AngloGold Ashanti have entered into the Transaction (note 1). Based on its current plans, budgeted expenditures, and cash requirements, the Company does not have sufficient cash to finance its current plans for at least 12 months from the date the condensed interim consolidated financial statements are issued.

The Company expects that it will need to raise substantial additional capital to accomplish its business plan over the next several years. There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favourable to the Company as those previously obtained, or at all. As well, there can be no assurance that the Company will not be impacted by adverse consequences that impact the global financial markets as a whole, including any adverse consequences that may be brought about by pandemics, or increased severity of existing pandemics, which may reduce resources, share prices and financial liquidity and which may severely limit the financing capital available in the mineral exploration sector. Should such financing not be available in that time-frame, the Company will be required to reduce its activities and will not be able to carry out all of its presently planned exploration and development activities on its currently anticipated scheduling.

These condensed interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.

All currency amounts are stated in Canadian dollars unless noted otherwise.

2.3.

SIGNIFICANT ACCOUNTING POLICIES

These condensed interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. These condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended May 31, ~~2020~~2021 as filed in our Annual Report on Form 10-K. In the opinion of the Company’s management these condensed interim consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position at November 30, ~~2020~~2021 and the results of its operations for the six months then ended. Operating results for the six months ended November 30, ~~2020~~2021 are not necessarily indicative of the results that may be expected for the year ending May 31, ~~2021.~~2022. The ~~2020~~2021 year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.

The preparation of these condensed interim consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these condensed interim consolidated financial statements, and the reported amounts of revenues and expenses during the period. These judgments, estimates and assumptions are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. While management believes the estimates to be reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.

Basis of consolidation

These condensed interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries (collectively, the “Group”), Corvus Gold (USA) Inc. (“Corvus USA”) (a Nevada corporation), Corvus Nevada (a Nevada corporation), Raven Gold (an Alaska corporation), SoN Land and Water LLC (“SoN”) (a Nevada limited liability company) and Mother Lode Mining Company LLC (a Nevada limited liability company). All intercompany transactions and balances were eliminated upon consolidation.

~~Loss~~Earnings (loss) per share

Basic loss per share is calculated using the weighted average number of ~~common shares~~Common Shares outstanding during the period. The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method, the dilutive effect on earnings (loss) per share is calculated presuming the exercise of outstanding options, warrants and similar instruments. It assumes that the proceeds of such exercise would be used to repurchase ~~common shares~~Common Shares at the average market price during the period. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive. For the period ended November 30, ~~2020,~~2021, ~~9,825,000~~12,005,000 outstanding stock options (~~2019~~2020 – ~~11,135,000)~~9,825,000) were not included in the calculation of diluted earnings (loss) per share as their inclusion was anti-dilutive.

3.4.

MINERAL PROPERTIES

The Company had the following activity related to capitalized acquisition costs:

North Bullfrog

Mother Lode

Total

(note 3(a))

(note 3(b))

Balance, May 31, 2020
$ 4,957,690 $ 874,234 $ 5,831,924
Cash payments (note 3(a)(ii)(1))
103,819 0 103,819
Shares issued (note 3(a)(ii)(1))
75,750 0 75,750
Currency translation adjustments
(300,840 ) (52,123 ) (352,963 )

Balance, November 30, 2020
$ 4,836,419 $ 822,111 $ 5,658,530


	North Bullfrog		Mother Lode		Total
	(note 4(a))		(note 4(b))

Balance, May 31, 2021	$	4,503,297	$	765,486	$	5,268,783
Acquisition costs
Cash payments (note 4(a)(ii)(1))		80,589		0		80,589
Shares issued (notes 4(a)(ii)(1) and 6)		99,400		0		99,400
Currency translation adjustments		270,971		45,655		316,626

Balance, November 30, 2021	$	4,954,257	$	811,141	$	5,765,398

The following table presents costs incurred for exploration and evaluation activities for the six months ended November 30, ~~2020:~~2021:


	North Bullfrog		Mother Lode			Total
	(note 4(a))		(note 4(b))

Exploration costs:
Assay	$	69,334	$	234,164		$	303,498
Drilling		1,504,517		611,078			2,115,595
Equipment rental		43,811		58,073			101,884
Field costs		102,295		19,595			121,890
Geological/ Geophysical		463,369		376,788			840,157
Land maintenance & tenure		285,344		116,759			402,103
Permits		913,591		18,609			932,200
Studies		721,278		397,257			1,118,535
Travel		40,329		25,378			65,707

		4,143,868		1,857,701			6,001,569
Cost recovery		0		(220,082	)		(220,082	)

Total expenditures for the period	$	4,143,868	$	1,637,619		$	5,781,487

North Bullfrog

Mother Lode

Total

(note 3(a))

(note 3(b))

Exploration costs:

Assay
$ 148,430 $ 487,267 $ 635,697
Drilling
236,471 3,360,791 3,597,262
Equipment rental
17,398 111,913 129,311
Field costs
16,813 478,557 495,370
Geological/ Geophysical
288,565 685,619 974,184
Land maintenance & tenure
303,861 133,519 437,380
Permits
18,094 19,271 37,365
Studies
502,019 284,249 786,268
Travel
8,111 68,128 76,239

1,539,762 5,629,314 7,169,076
Cost recovery
0 (23,407 ) (23,407 )

Total expenditures (recovery) for the period
$ 1,539,762 $ 5,605,907 $ 7,145,669

The following table presents costs incurred for exploration and evaluation activities for the six months ended November 30, ~~2019:~~2020:


	North Bullfrog		Mother Lode			Alaskan royalty interest			Total			North Bullfrog		Mother Lode			Total
	(note 3(a))		(note 3(b))			(note 3(c))						(note 4(a))		(note 4(b))

Exploration costs:
Assay	$	308,855	$	54,441		$	0		$	363,296		$	148,430	$	487,267		$	635,697
Asset retirement obligations		13,965		(7,238	)		0			6,727
Drilling		739,660		8,341			0			748,001			236,471		3,360,791			3,597,262
Equipment rental		38,997		211,740			0			250,737			17,398		111,913			129,311
Field costs		122,106		106,863			0			228,969			16,813		478,557			495,370
Geological/ Geophysical		267,692		210,043			0			477,735			288,565		685,619			974,184
Land maintenance & tenure		341,865		112,546			0			454,411			303,861		133,519			437,380
Permits		2,415		42,955			0			45,370			18,094		19,271			37,365
Studies		59,908		184,267			0			244,175			502,019		284,249			786,268
Travel		42,525		51,537			0			94,062			8,111		68,128			76,239

		1,937,988		975,495			0			2,913,483			1,539,762		5,629,314			7,169,076
Cost recovery		0		0			(318,537	)		(318,537	)		0		(23,407	)		(23,407	)

Total expenditures (recovery) for the period	$	1,937,988	$	975,495		$	(318,537	)	$	2,594,946
Total expenditures for the period												$	1,539,762	$	5,605,907		$	7,145,669

(a)

North Bullfrog Project, Nevada

The Company’s North Bullfrog project consists of certain leased patented lode mining claims and federal unpatented mining claims owned 100% by the Company.

(i)

Interests acquired from Redstar Gold Corp.

On October 9, 2009, a US subsidiary of ITH at the time (Corvus Nevada) completed the acquisition of all of the interests of Redstar Gold Corp. (“Redstar”) and Redstar Gold U.S.A. Inc. (“Redstar US”) in the North Bullfrog project, which consisted of 6six leases covering 33 patented mining claims. The leases have an initial term of ten years, and for so long thereafter as mining activities continue on the claims or contiguous claims held by the ~~Company.~~Company:

The Company is required to pay annual advance minimum royalty payments (recoupable from production royalties) for as long as there are mining activities continuing on the claims or contiguous claims held by the Company. The required annual advance minimum royalty payments are:

●

39,800 USD

●

17,700 USD (adjusted annually for inflation)

The lessor is entitled to receive a separate NSR royalty related to all production from the leased property of the various individual leases which may be purchased by the Company as follows:

●

a 4% NSR royalty, which may be purchased by the Company for USD 1,250,000 per 1% (USD 5,000,000 for the entire royalty).

●

a 2% NSR royalty on all production, which may be purchased by the Company for USD 1,000,000 per 1% (USD 2,000,000 for the entire royalty).

●

a 3% NSR royalty on all production, which may be purchased by the Company for USD 850,000 per 1% (USD 2,550,000 for the entire royalty).

●

a 3% NSR royalty on all production which may be purchased by the Company for USD 770,000 per 1% (USD 2,310,000 for the entire royalty).

●

a 4% NSR royalty on all production, which may be purchased by the Company for USD 1,000,000 per 1% (USD 4,000,000 for the entire royalty).

●

a 2% NSR royalty on all production, which may be purchased by the Company for USD 1,000,000 per 1% (USD 2,000,000 for the entire royalty).

●

a 2% NSR royalty on all production, which may be purchased by the Company for USD 1,000,000 per 1% (USD 2,000,000 for the entire royalty).

The various NSR royalties above relate only to the property covered by each specific lease and are not cumulative.

The Company has an option to purchase a property related to 12twelve patented mining claims for USD 1,000,000 at any time during the life of the lease (subject to the net smelter return (“NSR”) royalty of 4% which may be purchased by the Company for USD 1,250,000 per 1% (USD 5,000,000 for the entire royalty).

(ii)

Interests acquired directly by Corvus Nevada

(1)

Pursuant to a mining lease and option to purchase agreement made effective December 1, 2007 between Corvus Nevada and a group of arm’s length limited partnerships, Corvus Nevada has leased (and has the option to purchase) patented mining claims referred to as the “Mayflower” claims which form part of the North Bullfrog project. The terms of the lease/option are as follows:

●

Terms: Initial term of five years, commencing December 1, 2007, with the option to extend the lease for an additional five years. Pursuant to an extension agreement dated January 15, 2016 and fully executed and effective as of November 22, 2017, the parties agreed to extend the lease and option granted for an additional ten years with the same lease payment terms.

●

Lease Payments: Corvus Nevada will pay USD 10,000 and deliver 50,000 common shares of ITH ~~annually.~~annually (subject to the anti-dilution noted below).

●

Anti-Dilution: Pursuant to an amended agreement agreed to by the lessors in March 2015, all future payments will be satisfied by the delivery of an additional ½ ~~common shares~~Common Shares of the Company for each of the ITH common shares due per the original agreement (25,000 ~~common shares~~Common Shares of the Company) annually. Pursuant to the amendment to the lease entered into on September 12, 2021, dated effective August 12, 2021, upon an acquisition transaction of Corvus, the share payment of 25,000 Common Shares of the Company and the share payment of 50,000 common shares of ITH is automatically converted into a cash payment equal to the share value equivalent using the price per share in the acquisition transaction for the shares of the Company and a price per share equal to the 10-day volume weighted average price of the ITH common shares calculated as of the end of the last trading day immediately preceding the payment due date. If an acquisition transaction of ITH occurs, the share payment of 50,000 common shares of ITH is automatically converted into a cash payment equal to the share value equivalent using the price per share in the acquisition transaction for the shares of ITH.

●

Work Commitments: USD 100,000 per year for the first three years (incurred), USD 200,000 per year for the years four to six (incurred), USD 300,000 for the years seven to ten (incurred) and USD 300,000 for the years 11 – 20 (incurred). Excess expenditures in any year may be carried forward. If Corvus Nevada does not incur the required expenditures in year one, the deficiency is required to be paid to the lessors.

●

Retained Royalty: Corvus Nevada will pay the lessors a NSR royalty of 2% if the average gold price is USD 400 per ounce or less, 3% if the average gold price is between USD 401 and USD 500 per ounce and 4% if the average gold price is greater than USD 500 per ounce.

(2)

Pursuant to a mining lease and option to purchase made effective March 1, 2011 between Corvus Nevada and an arm’s length individual, Corvus Nevada has leased, and has the option to purchase, 2two patented mineral claims which form part of the North Bullfrog project holdings. The lease is for an initial term of ten years, subject to extension for an additional ten years (provided advance minimum royalties are timely paid), and for so long thereafter as mining activities continue on the claims. The lessee is required to pay advance minimum royalty payments (recoupable from production royalties, but not applicable to the purchase price if the option to purchase is exercised) of USD 30,000 (paid to March 1, ~~2020)~~2021), adjusted for inflation. The lessor is entitled to receive a 2% NSR royalty on all production. The lessee may purchase the NSR royalty for USD 1,000,000 per 1%. If the lessee purchases the entire NSR royalty (USD 2,000,000) the lessee will also acquire all interest of the lessor in the subject property.

(3)

Pursuant to a purchase agreement made effective March 28, 2013, Corvus Nevada agreed to purchase the surface rights of 5five patented mining claims owned by two arm’s length individuals for USD 160,000 paid on closing ( March 28, 2013). The terms include payment by Corvus Nevada of a fee of USD 0.02 per ton of overburden to be stored on the property, subject to payment for a minimum of 12 million short tons. The minimum tonnage fee (USD 240,000) bears interest at 4.77% per annum from closing and is evidenced by a promissory note due on the sooner of the commencing of use of the property for waste materials storage or December 31, 2015 (balance paid December 17, 2015). As a result, the Company recorded $406,240 (USD 400,000) in acquisition costs with $157,408 paid in cash and the remaining $248,832 (USD 240,000) in promissory note payable during the year ended May 31, 2013.

(4)

In December 2013, SoN completed the purchase of a parcel of land approximately 30 kilometres north of the North Bullfrog project which carries with it 1,600 acre feet of irrigation water rights. The cost of the land and associated water rights was cash payment of $1,100,118 (USD 1,034,626).

(5)

On March 30, 2015, Lunar Landing, LLC signed a lease agreement with Corvus Nevada to lease private property containing the 3three patented Sunflower claims to Corvus Nevada, which are adjacent to the Yellow Rose claims leased in 2014. The term of the lease is three years with provision to extend the lease for an additional seven years, and an advance minimum royalty payment of USD 5,000 per year with USD 5,000 paid upon signing (paid to March ~~2020)~~2021). The lease includes a 4% NSR royalty on production, with an option to purchase the royalty for USD 500,000 per 1% or USD 2,000,000 for the entire 4% royalty. The lease also includes the option to purchase the property for USD 300,000.

(b)

Mother Lode Property, Nevada

Pursuant to a purchase agreement made effective June 9, 2017 between Corvus Nevada and Goldcorp USA, Inc. (“Goldcorp USA”), Corvus Nevada has acquired 100% of the Mother Lode property (the “Mother Lode Property”). In addition, Corvus Nevada staked two additional adjacent claim blocks to the Mother Lode Property. In connection with the acquisition, the Company issued 1,000,000 ~~common shares~~Common Shares at a price of $0.81 per ~~common share~~Common Share to Goldcorp USA. The Mother Lode Property is subject to an NSR in favour of Goldcorp USA. The NSR pays 1% from production at the Mother Lode Property when the price of gold is less than USD 1,400 per ounce and an additional 1% NSR for a total of 2% NSR when gold price is greater than or equal to USD 1,400 per ounce.

(c)

Alaskan Royalty Interest, Alaska

On June 7, 2019, the Company completed the sale of the royalties where four non-core Alaskan royalty interests owned by Corvus were sold to EMX Royalty Corporation (“EMX”) for a purchase price of $350,000. In connection with the Alaskan royalty package sale, the Company incurred $31,463 in legal fees, resulting in a total cost recovery for the Alaska Royalty Interest of $318,537.

The general terms of the Alaskan royalty package sale include:

●

Chisna project 1% NSR

●

LMS project 3% NSR

●

Goodpaster District 1% NSR

●

West Pogo project 2% NSR. The Company has retained a 1% NSR in the West Pogo project which is immediately west of the operating Pogo mine in the Goodpaster District of Alaska.

Acquisitions

The acquisition of title to mineral properties is a detailed and time-consuming process. The Company has taken steps, in accordance with industry norms, to verify title to mineral properties in which it has an interest. Although the Company has taken every reasonable precaution to ensure that legal title to its properties is properly recorded in the name of the Company (or, in the case of an option, in the name of the relevant optionor), there can be no assurance that such title will ultimately be secured.

Environmental Expenditures

The operations of the Company may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. Estimated future removal and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

The Company has estimated the fair value of the liability for asset retirement that arose as a result of exploration activities to be ~~$350,858~~$346,176 (USD 270,000) ( May 31, ~~2020~~2021 - $~~373,103~~326,691 (USD 270,000)). The fair value of the liability was determined to be equal to the estimated remediation costs. Due to the early stages of the project, and that extractive activities have not yet begun, the Company is unable to predict with any precision the timing of the cash flow related to the reclamation activities.

5.	NOTE PAYABLE

On May 4, 2021, the Company entered into a loan agreement with AngloGold North America to fund up to USD 20,000,000 towards the ongoing permitting and pre-development work at the Company’s North Bullfrog project as well as ongoing exploration at its Mother Lode property. Highlights of the agreement for the USD 20,000,000 unsecured loan (the “Loan”) included:

●

A fixed interest rate of 1.107025% with interest beginning 180 days after Loan signing

●

Repayment of Loan will be the lesser of 12 months after Loan origination date, or after all North Bullfrog project mine construction permits are obtained by Corvus

●

A minimum of 70% of the Loan amount to be spent on project work

●

AngloGold North America is granted an exclusivity period of 90 days from May 4, 2021 where Corvus will abstain from all discussions or actions related material transactions involving Company assets or change in share structure, which can be extended to 120 days under certain circumstances. On July 13, 2021, the exclusivity was extended in accordance with the terms of the Loan Agreement.

On May 11, 2021, the Company drew $6,048,000 (USD 5,000,000) from the Loan. On June 28, 2021, the Company drew $6,167,500 (USD 5,000,000) from the Loan. On September 15, 2021, the Company further drew $6,325,500 (USD 5,000,000) from the Loan. The amount available to the Company under the Loan as at November 30, 2021 was USD 5,000,000. The Company has estimated the fair value of the Loan to be $17,567,800 at an effective interest rate of 8.10% which was recorded in note payable. As a result, the recorded note payable is lower than its face value, the difference of $973,200 was recorded to contributed surplus.

During the period ended November 30, 2021, the Company recognized accretion by recording $480,651 (2020 - $nil) and recognized interest expenses by recording $17,159 (2020 - $nil) in interest expenses. As at November 30, 2021, the note payable, including interest payable, amounted to $18,706,454 (USD 14,623,557) ( May 31, 2021 - $5,742,007 (USD 4,756,467).

A summary of the note payable activity is as follows:


Balance, May 31, 2021	$	5,742,007

Proceeds from Loan (USD 10,000,000)		12,493,000
Allocated to contributed surplus		(659,184	)
Accretion expense		480,651
Interest expense		17,159
Foreign exchange		632,820

Balance, November 30, 2021	$	18,706,453

4.6.

SHARE CAPITAL

Authorized

Unlimited ~~common shares~~Common Shares without par value.

Share issuances

During the ~~six~~~~-month~~ period ended November 30, ~~2020:~~2021:

On August 23, 2021, the Company issued 25,000 Common Shares in connection with the lease on the Mayflower property (note 4(a)(ii)(1)), with a fair value of $99,400.

~~An aggregate of 2,520,000 common shares were issued on exercise of 2,520,000 stock options for gross proceeds of $1,910,950.~~

On ~~October 29, 2020,~~ ~~the Company issued 25,000 common shares in connection with the lease on the Mayflower property (note~~ 3~~(a)(ii)(~~1~~)), with a fair value of $75,750.~~

Stock options

Stock options awarded to employees and non-employees by the Company are measured and recognized in the Condensed Interim Consolidated Statement of Operations and Comprehensive Loss over the vesting period.

The Company has adopted an incentive stock option plan, first adopted in 2010 and then most recently amended in 2019 (the “Amended 2010 Plan”). The essential elements of the Amended 2010 Plan provide that the aggregate number of ~~common shares~~Common Shares of the Company’s share capital that may be made issuable pursuant to options granted under the Amended 2010 Plan (together with any other shares which may be issued under other share compensation plans of the Company) may not exceed 10% of the number of issued shares of the Company at the time of the granting of the options. Options granted under the Amended 2010 Plan will have a maximum term of ten years. The exercise price of options granted under the Amended 2010 Plan will not be less than the greater of the market price of the ~~common shares~~Common Shares (as defined by TSX, currently defined as the five day volume weighted average price for the five trading days immediately preceding the date of grant) or the closing market price of the Company’s ~~common shares~~Common Shares for the trading day immediately preceding the date of grant), or such other price as may be agreed to by the Company and accepted by the TSX. Options granted under the Amended 2010 Plan vest immediately, unless otherwise determined by the directors at the date of grant.

A summary of the status of the stock option plan as of November 30, ~~2020,~~2021, and May 31, ~~2020,~~2021, and changes during the periods are presented below:


	Six months ended November 30, 2020						Year ended May 31, 2020				Six months ended November 30, 2021						Year ended May 31, 2021
	Number of Options			Weighted Average Exercise Price			Number of Options		Weighted Average Exercise Price		Number of Options			Weighted Average Exercise Price			Number of Options			Weighted Average Exercise Price

Balance, beginning of the period		12,345,000		$	1.54			10,000,000	$	1.40		12,088,500		$	2.03			12,345,000		$	1.54
Granted		0			0			2,345,000		2.13		-			-			2,590,000			3.05
Exercised		(2,520,000	)		(0.76	)		0		0		0			0			(2,846,500	)		(0.83	)
Expired												(83,500	)		(2.06	)		0			0

Balance, end of the period		9,825,000		$	1.74			12,345,000	$	1.54		12,005,000		$	2.03			12,088,500		$	2.03

The weighted average remaining contractual life of options outstanding at November 30, ~~2020~~2021 was ~~2.73~~2.28 years ( May 31, ~~2020~~2021 – ~~2.68~~2.77 years).

Stock options outstanding are as follows:


	November 30, 2020						May 31, 2020						November 30, 2021						May 31, 2021
Expiry Date	Exercise Price		Number of Options		Exercisable at Period- End		Exercise Price		Number of Options		Exercisable at Period- End		Exercise Price		Number of Options		Exercisable at Period- End		Exercise Price		Number of Options		Exercisable at Period- End

September 8, 2019*	$	1.40		0		0	$	1.40		635,000		635,000
September 9, 2020*	$	0.46		0		0	$	0.46		620,000		620,000
November 13, 2020* (Note 9)	$	0.49		100,000		100,000	$	0.49		1,000,000		1,000,000
September 15, 2021	$	0.91		980,000		980,000	$	0.91		1,085,000		1,085,000
September 15, 2021*													$	0.91		925,000		925,000	$	0.91		925,000		925,000
July 31, 2022	$	0.77		1,580,000		1,580,000	$	0.77		1,840,000		1,225,440	$	0.77		1,575,000		1,575,000	$	0.77		1,575,000		1,575,000
October 11, 2022	$	2.00		20,000		20,000	$	2.00		20,000		13,322	$	2.00		20,000		20,000	$	2.00		20,000		20,000
November 19, 2023	$	2.06		4,420,000		2,943,720	$	2.06		4,420,000		1,471,860	$	2.06		4,170,000		4,170,000	$	2.06		4,253,500		2,777,220
April 9, 2024	$	2.04		400,000		133,200	$	2.04		400,000		133,200	$	2.04		400,000		266,400	$	2.04		400,000		266,400
June 13, 2024	$	2.18		1,115,000		371,295	$	2.18		1,115,000		0	$	2.18		1,115,000		742,590	$	2.18		1,115,000		371,295
February 3, 2025	$	2.09		1,210,000		0	$	2.09		1,210,000		0	$	2.09		1,210,000		402,930	$	2.09		1,210,000		402,930
January 15, 2026													$	3.05		2,590,000		0	$	3.05		2,590,000		0

				9,825,000		6,128,215				12,345,000		6,183,822				12,005,000		8,101,920				12,088,500		6,337,845

*The Company’s share trading policy (the “Policy”) requires that all restricted persons and others who are subject to the Policy refrain from conducting any transactions involving the purchase or sale of the Company’s securities, during the period in any quarter commencing 30 days prior to the scheduled issuance of the next quarter or year-end public disclosure of the financial results as well as when there is material data on hand. In accordance with the terms of the Amended 2010 Plan, if stock options are set to expire during a restricted period and are not exercised prior to any such restriction, they will not expire but instead will be available for exercise for ten days after such restrictions are lifted. ~~These stock options were exercised during the period ended~~ ~~November 30, 2020~~ ~~after the restrictions were lifted.~~

The Company uses the fair value method for determining stock-based compensation for all options granted during the periods. ~~The fair value of~~There were no stock options granted ~~was~~ ~~$nil~~ (~~2019~~ ~~- $1,458,958), determined using~~during the ~~Black-Scholes option pricing model based on the following weighted average assumptions:~~

For the period ended November 30,

2020

2019

Risk-free interest rate
N/A 1.35 %
Expected life of options (years)
N/A
4.96

Annualized volatility
N/A 74.92 %
Dividend yield
N/A 0 %
Exercise price
N/A $ 2.18

Fair value per share
N/A $ 1.29

period ended 13November 30, 2021

~~Annualized volatility was determined by reference to historic volatility of the Company.~~and 2020.

Stock-based compensation has been allocated to the same expenses as cash compensation paid to the same employees or consultants, as follows:


For the six months ended November 30,	2020		2019		2021		2020

Consulting fees	$	836,588	$	750,840	$	1,054,642	$	836,588
Exploration expenditures – Geological/geophysical		159,517		137,018		228,244		159,517
Investor relations		251,635		217,654		295,512		251,635
Professional fees		14,505		12,003		21,516		14,505
Wages and benefits		507,415		484,379		665,393		507,415

	$	1,769,660	$	1,601,894	$	2,265,307	$	1,769,660

5.7.

RELATED PARTY TRANSACTIONS

The Company entered into the following transactions with related parties:


For the six months ended November 30,	2020		2019		2021		2020

Consulting fees to CFO	$	102,500	$	85,000	$	195,000	$	102,500
Wages and benefits to CEO and COO		663,005		661,496		813,800		663,005
Geological consulting fees to a company owned by a director in common		23,431		0
Geological consulting fees, wages and benefits to a company owned by a director in common						361,152		23,431
Directors fees (included in consulting fees)		76,958		76,319		123,643		76,958
Stock-based compensation to related parties		1,226,569		1,121,500		1,472,279		1,226,569

	$	2,092,463	$	1,944,315	$	2,965,874	$	2,092,463

As at November 30, ~~2020,~~2021, included in accounts payable and accrued liabilities was ~~$nil~~$68,024 ( May 31, ~~2020~~2021 – $~~1,274)~~30,025) in expenses owing to companies related to officers, directors and officers of the Company.

These amounts were unsecured, non-interest bearing and had no fixed terms or terms of repayment. Accordingly, fair value could not be readily determined.

The Company has also entered into change of control agreements with officers of the Company. In the case of termination, the officers are entitled to an amount equal to a multiple (ranging from two times to three times) of the sum of the annual base salary or fees then payable to the officer, the aggregate amount of bonus(es) (if any) paid to the officer within the calendar year immediately preceding the Effective Date of Termination, and an amount equal to the vacation pay which would otherwise be payable for the one year period next following the Effective Date of Termination.

AngloGold Ashanti

On September 13, 2021, the Company announced that the Company and AngloGold Ashanti have entered into a definitive arrangement agreement pursuant to which AngloGold Ashanti has agreed to acquire the remaining 80.5% of common shares of the Common Shares not already owned by AngloGold Ashanti at a price of C$4.10 per Common Share in cash (note 1). The Transaction was subject to the approval of: (a) 662/3% of the votes cast by (i) the holders of Common Shares, including votes attached to Common Shares held by AngloGold Ashanti, present in person or represented by proxy at the special meeting relating to the Transaction; and (ii) the Shareholders and the holders of options, voting together as a single class, present in person or represented by proxy at the special meeting relating to the Transaction; and (b) a simple majority of the votes cast by the Shareholders present in person or represented by proxy at the special meeting relating to the Transaction, excluding votes attached to Common Shares held by AngloGold Ashanti and its affiliates and any other person as required to be excluded under section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. In addition to securityholder approval, the Transaction was subject to the receipt of court approval and other customary closing conditions for transactions of this nature. A special meeting of Shareholders and optionholders of the Company was held on January 6, 2022 where the requisite approvals of the Shareholders and optionholders noted above were received. On January 11, 2022 the Company obtained the final court order from the Supreme Court of British Columbia with respect to the Transaction. The completion of the Transaction is anticipated to occur on or about January 18, 2022.

As of November 30, 2021, AngloGold Ashanti, through AngloGold Ashanti (USA) Exploration Inc. (“AngloGold (USA) Exploration”) owned 24,774,949 Common Shares representing approximately 19.5% of the total issued and outstanding Common Shares.

On May 4, 2021, the Company entered into a Loan with AngloGold North America (note 5). As at November 30, 2021, the note payable, including interest payable, to AngloGold North America amounted to $18,706,454 (USD 14,623,557) ( May 31, 2021 $5,742,007 (USD 4,756,467)).

As at November 30, 2021, included in accounts receivable was $33,643 ( May 31, 2021 – $nil) in expense recoveries from AngloGold North America.

6.8.

GEOGRAPHIC SEGMENTED INFORMATION

The Company operates in 1one industry segment, the mineral resources industry, and in 2two geographical segments, Canada and the United States. All current exploration activities are conducted in the United States and Canada. The significant asset categories identifiable with these geographical areas are as follows:


	Canada		United States		Total

November 30, 2021
Capitalized acquisition costs	$	0	$	5,765,398	$	5,765,398
Property and equipment	$	3,265	$	172,813	$	176,078
Right-of-use assets	$	32,304	$	27,241	$	59,545

May 31, 2021
Capitalized acquisition costs	$	0	$	5,268,783	$	5,268,783
Property and equipment	$	3,842	$	69,615	$	73,457
Right-of-use assets	$	46,149	$	42,847	$	88,996

Canada

United States

Total

November 30, 2020

Capitalized acquisition costs
$ 0 $ 5,658,530 $ 5,658,530
Property and equipment
$ 4,665 $ 27,255 $ 31,920
Right-of-use assets
$ 59,994 $ 27,635 $ 87,629

May 31, 2020

Capitalized acquisition costs
$ 0 $ 5,831,924 $ 5,831,924
Property and equipment
$ 5,488 $ 33,142 $ 38,630
Right-of-use assets
$ 0 $ 48,978 $ 48,978

1416

For the six months ended November 30,

2020

2019

Net loss for the period – Canada
$ (3,645,787 ) $ (2,946,294 )
Net loss for the period – United States
(7,990,844 ) (3,436,031 )

Net loss for the period
$ (11,636,631 ) $ (6,382,325 )


For the six months ended November 30,	2021			2020

Net loss for the period – Canada	$	(5,624,766	)	$	(3,645,787	)
Net loss for the period – United States		(7,626,907	)		(7,990,844	)

Net loss for the period	$	(13,251,673	)	$	(11,636,631	)

7.9.

SUBSIDIARIES

Significant subsidiaries for the periods ended November 30, ~~2020~~2021 and ~~2019~~2020 are:


	Country of Incorporation	Principal Activity	The Company’s effective interest for 2020			The Company’s effective interest for 2019			Country of Incorporation	Principal Activity	The Company’s effective interest for 2021			The Company’s effective interest for 2020

Corvus Gold (USA) Inc.	USA	Holding company		100	%		100	%	USA	Holding company		100	%		100	%
Raven Gold Alaska Inc.	USA	Exploration company		100	%		100	%	USA	Exploration company		100	%		100	%
Corvus Gold Nevada Inc.	USA	Exploration company		100	%		100	%	USA	Exploration company		100	%		100	%
SoN Land & Water LLC	USA	Exploration company		100	%		100	%	USA	Exploration company		100	%		100	%
Mother Lode Mining Company LLC	USA	Exploration company		100	%		100	%	USA	Exploration company		100	%		100	%

8.10.

SUPPLEMENTAL CASH FLOW INFORMATION


For the six months ended November 30,	2020		2019		2021		2020

Supplemental cash flow information
Interest paid	$	0	$	0
Interest paid (received)					$	14,424	$	(62,146	)
Income taxes paid (received)	$	0	$	0	$	0	$	0
Non-cash financing and investing transactions
Shares issued to acquire mineral properties	$	75,750	$	48,750	$	99,400	$	75,750
Contributed surplus on issuance of note payable					$	659,184	$	0
Reclassification of contributed surplus on exercise of stock options	$	1,062,918	$	0	$	-	$	1,062,918

9.11.

SUBSEQUENT ~~EVENT~~EVENTS

OnIn December ~~1, 2020,~~2021, ~~100,000 common shares were issued on exercise~~the Company was provided notice of ~~100,000 stock options for gross proceeds~~termination by the landlord of ~~$49,000.~~the Vancouver office lease.

Subsequent to November 30, 2021, the Company entered into the following promissory notes with 1323606 B.C. Unlimited Liability Company, a subsidiary of AngloGold Ashanti in relation to the Transaction (note 1).

A promissory note in the amount of $24,981,718, without interest, pursuant to the definitive arrangement agreement.

A promissory note to fund the payment of certain transaction costs (note 1) in connection with the arrangement contemplated in the definitive arrangement agreement in the amount of $12,995,324, on demand, without interest.

1517

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our condensed interim consolidated financial statements for the ~~three and~~ six months ended November 30, ~~2020,~~2021, and the related notes thereto, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). This discussion and analysis contains forward-looking statements and forward-looking information that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements and information as a result of many factors. See section heading “Note Regarding Forward-Looking Statements” below. All currency amounts are stated in Canadian dollars unless noted otherwise.

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES, AND PROVEN AND PROBABLE RESERVES

Corvus Gold Inc. (“we”, “us”, “our,” “Corvus” or the “Company”) is a mineral exploration company engaged in the acquisition and exploration of mineral properties. The mineral estimates in the two technical reports entitled “Technical Report and Preliminary Economic Assessment for Gravity Milling and Heap Leach Processing at the North Bullfrog Project, Bullfrog Mining District, Nye County, Nevada”, dated November 21, 2020 with an effective date of October 7, 2020 (the “NBP Technical Report”), and “Technical Report and Preliminary Economic Assessment for BIOX Mill and Heap Leach Processing at the Mother Lode Project, Bullfrog Mining District, Nye County, Nevada” dated November 21, 2020 with an effective date of October 7, 2020 (the “ML Technical Report” and together with the NBP Technical Report, the “Technical Reports”) referenced in this Quarterly Report on Form 10-Q have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. As used in the Technical Reports referenced in this Quarterly Report on Form 10-Q, the terms “Mineral Reserve”, “Proven Mineral Reserve”, and “Probable Mineral Reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 “Standards of Disclosure for Mineral Projects” (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Definition Standards on Mineral Resources and Mineral Reserves (“CIM Definition Standards”), adopted by the CIM Council, as amended.

These definitions differ materially from the definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 (“SEC Industry Guide 7”). Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves, and the primary environmental analysis or report must be filed with the appropriate governmental authority.

In addition, the terms “Mineral Resource”, “Measured Mineral Resource”, “Indicated Mineral Resource”, and “Inferred Mineral Resource” are defined in and required to be disclosed by NI ~~43-101; however,~~43-101. However, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all or any part of a mineral deposit in these categories will ever be converted into reserves. Under Canadian rules, Inferred Mineral Resources can only be used in economic studies as provided under CIM Definition Standards. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource is economically or legally mineable. An “Inferred Mineral Resource” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures.

Accordingly, information contained in this report and the Technical Reports referenced in this report contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies reporting under SEC Industry Guide 7 requirements.

The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC. These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) and, following a two-year transition period, the SEC Modernization Rules will replace the historical property disclosure requirements for mining registrants that are included in SEC Industry Guide 7. The Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules until its annual report for the fiscal year ~~beginning~~ending May 31, ~~2021.~~2022. Under the SEC Modernization Rules, the definitions of “Proven Mineral Reserves” and “Probable Mineral Reserves” have been amended to be substantially similar to the corresponding CIM Definition Standards and the SEC has added definitions to recognize “Measured Mineral Resources”, “Indicated Mineral Resources”, and “Inferred Mineral Resources” which are also substantially similar to the corresponding CIM Definition ~~Standards; however~~Standards. However, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards and therefore once the Company begins reporting under the SEC Modernization Rules there is no assurance that the Company’s Mineral Reserve and Mineral Resource estimates will be the same as those reported under CIM Definition Standards as contained in this report.

1618

CAUTIONARY NOTE TO ALL INVESTORS CONCERNING ECONOMIC ASSESSMENTS THAT INCLUDE INFERRED RESOURCES

The Company currently holds or has the right to acquire interests in advanced stage exploration projects in Nye County, Nevada referred to as the North Bullfrog Project (the “NBP”) and the Mother Lode Project (“MLP” or “Mother Lode”). Mineral resources that are not mineral reserves have no demonstrated economic viability. The preliminary economic assessments included in the Technical Reports on the NBP and on the MLP are preliminary in nature and include Inferred Mineral Resources that have a great amount of uncertainty as to their existence, and are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves. It cannot be assumed that all, or any part, of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies. There is no certainty that such Inferred Mineral Resources at the NBP or at the MLP will ever be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Investors are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable. Readers should refer to the Technical Reports for additional information.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and the exhibits attached hereto contain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended, and “forward-looking information” within the meaning of applicable Canadian securities legislation, collectively “forward-looking statements”. Such forward-looking statements concern our anticipated results and developments in the operations of the Company in future periods, planned exploration activities, the adequacy of the Company’s financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible” and similar expressions, or statements that events, conditions or results “will,” “may,” “could” or “should” (or the negative and grammatical variations of any of these terms) occur or be achieved. These forward-looking statements may include, but are not limited to, statements concerning:

●

the expected timing for closing the Transaction;

●

the Company’s strategies and objectives, both generally and in respect of its specific mineral properties;

●

the results of the preliminary economic assessment (“PEA”) on each of NBP and MLP;

●

the timing of decisions regarding the timing and costs of exploration programs with respect to, and the issuance of the necessary permits and authorizations required for, the Company’s exploration programs, including for the NBP and the MLP;

●

the Company’s estimates of the quality and quantity of the Mineral Resources at its mineral properties;

●

the timing and cost of planned exploration programs of the Company, and the timing of the receipt of results therefrom;

●

the Company’s future cash requirements and use of proceeds of sales;

●

general business and economic conditions;

●

the Company’s ability to meet its financial obligations as they come due, and the ability to raise the necessary funds to continue operations;

●

the Company’s expectation that it will be able to add additional mineral projects of merit to its assets;

●

the potential for the existence or location of additional high-grade veins at the NBP, or high-grade mineralization at the MLP;

●

the potential to expand Company’s existing deposits and discover new deposits;

●

the potential for any delineation of higher grade mineralization at the NBP or MLP;

●

the potential for there to be one or more additional vein ~~zones;~~zone(s);

●

the potential discovery and delineation of mineral deposits/resources/reserves and any expansion thereof beyond the current estimate;

●

the potential for the NBP or the MLP mineralization systems to continue to grow and/or to develop into a major new higher-grade, bulk tonnage, Nevada gold discovery;

●

the Company’s expectation that it will be able to build itself into a non-operator gold producer with significant carried interests and royalty exposure;

●

that the Company will operate at a loss;

●

that the Company will need to scale back anticipated costs and activities or raise additional funds;

●

that the Company will have to raise substantial additional capital to accomplish its business plan over the next couple of years;

●

the estimated reclamation and asset retirement costs;

●

the plans related to the potential development of the MLP and the NBP; and

●

the NBP and MLP work plans and mine development plans/programs.

Such forward-looking statements reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, risks related to:

●

the inability to satisfy the conditions of the Transaction;

●

risks related to the evolving novel coronavirus (“COVID-19”) pandemic and health crisis and the governmental and regulatory actions taken in response thereto;

●

our requirement of significant additional ~~capital;~~capital and our ability to raise such additional capital on favourable terms;

●

our limited operating history;

●

our history of losses;

●

cost increases for our exploration and, if warranted, development projects;

●

our properties being in the exploration stage;

●

mineral exploration and production activities;

●

our lack of mineral production from our properties;

●

estimates of Mineral Resources;

●

changes in Mineral Resource estimates;

●

differences in United States and Canadian Mineral Reserve and Mineral Resource reporting;

●

our exploration activities being unsuccessful;

●

fluctuations in gold, silver and other metal prices;

●

our ability to obtain permits and licenses for production;

●

government and environmental regulations that may increase our costs of doing business or restrict our operations;

●

proposed legislation that may significantly affect the mining industry;

●

land reclamation requirements;

●

competition in the mining industry;

●

equipment and supply shortages;

●

tax issues;

●

current and future joint ventures and partnerships;

●

our ability to attract qualified management;

●

the ability to enforce judgment against certain of our directors;

●

currency fluctuations;

●

claims on the title to our properties;

●

surface access on our properties;

●

potential future litigation;

●

our lack of insurance covering all our operations;

●

our status as a “passive foreign investment company” under US federal tax code;

●

the common ~~shares;~~shares of the Company (the “Common Shares”); and

●

events such as war, terrorism, natural disaster or outbreaks of disease (including COVID-19).

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including without limitation those discussed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K, as filed with the SEC on August ~~13, 2020,~~9, 2021, which are incorporated herein by reference, as well as other factors described elsewhere in this report and the Company’s other reports filed with the SEC.

The Company’s forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations, and opinions of management as of the date of this report. The Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.

1820

Current Business Activities

General

The Company’s material mineral properties are the NBP and the MLP, advanced exploration stage projects in Nevada, which have a number of high-priority, bulk tonnage and high-grade vein targets (held through Corvus Nevada, a Nevada subsidiary). While exploring the NBP, the Company acquired the MLP in June 2017, which is located approximately 19 km to the south east of the NBP. The MLP was mined in the late 1980s and has substantial gold mineralization remaining unexploited extending to the north of the existing open pit mine. Exploration drilling and surface mapping have revealed that other exploration targets on the Corvus property in the Mother Lode area contain gold mineralization and are therefore being actively explored.

The primary focus of the Company will be to leverage its exploration expertise to expand its existing deposits and discover major new gold deposits. Other than with respect to the ongoing exploration of the MLP and NBP, the Company’s strategy is to leverage its other non-core assets by maintaining a retained royalty.

Highlights of activities during the period and to the date of this MD&A include:

AngloGold Ashanti Transaction

On September 13, 2021, the Company announced that the Company and AngloGold Ashanti Limited (“AngloGold Ashanti”) entered into a definitive arrangement agreement pursuant to which AngloGold Ashanti has agreed to acquire the remaining 80.5% of Common Shares not already owned by AngloGold Ashanti at a price of C$4.10 per Common Share in cash (the “Transaction”).

The Transaction was subject to the approval of: (a) 66 2/3% of the votes cast by (i) the holders of Common Shares, including votes attached to Common Shares held by AngloGold Ashanti, present in person or represented by proxy at the special meeting relating to the Transaction; and (ii) the Shareholders and the holders of options, voting together as a single class, present in person or represented by proxy at the special meeting relating to the Transaction; and (b) a simple majority of the votes cast by the Shareholders present in person or represented by proxy at the special meeting relating to the Transaction, excluding votes attached to Common Shares held by AngloGold Ashanti and its affiliates and any other person as required to be excluded under section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. In addition to securityholder approval, the Transaction was subject to the receipt of court approval and other customary closing conditions for transactions of this nature.

A special meeting of Shareholders and optionholders of the Company was held on January 6, 2022 where the requisite approvals of the Shareholders and optionholders noted above were received. On January 11, 2022 the Company obtained the final court order from the Supreme Court of British Columbia with respect to the Transaction. The completion of the Transaction is anticipated to occur on or about January 18, 2022.

NBP and MLP Project Exploration and Development

	●	The Company initiated active exploration drilling in the Lynnda Strip located north of Mother Lode. Four holes were completed at the Lynnda Strip and have encountered substantial thicknesses (up to 50m) of oxide gold mineralization with average grade >2 g/t within much broader oxide zones of over 150m averaging between 0.50 and 1 g/t gold.
	●	Definition of a high grade feeder zone target in the Central Intrusive Zone (CIZ) at Mother Lode indicated good continuity returning 130.5 m @ 2.33 g/t gold and could expand both the grade and size of the Mother Lode gold system in the northern end of the deposit.

●

~~All drilling~~Drilling during the period was performed at ~~Mother Lode and at~~ the Lynnda ~~Strip. A~~Strip area, with a total of ~~28 RC~~two Reverse Circulation (“RC”) drill holes ~~were~~ completed during the period totaling 5,989 m, of which 6 were planned as core-tail (CT) holes which are drilled to a pre-designed depth, cased and then advanced with core drilling. Nine core-tail holes were cored during the period for 1,277 m.628 metres.

●

~~One~~Casing was removed from three core ~~rig was drilling, completing core-tail holes and one RC rig was drilling both core-tail locations and conventional RC~~tail holes.

●

~~A Preliminary Economic Assessment technical report~~An additional monitoring hole was ~~updated for~~drilled to depth of 580 metres at NBP with a Vibrating Wire Piezometer (“VWP”) gauge installed to monitor response of the ~~North Bullfrog Project (the “NBP PEA”). The NBP PEA evaluated NBP as a stand-alone project using a gravity mill~~water level to ~~produce a gravity concentrate from YellowJacket high grade mineralization and heap leach processing of a blend of Run-Of-Mine mineralization with gravity tail material for ultimate gold recovery.~~hydrologic testing.

●

~~A Preliminary Economic Assessment technical report was updated~~Seven RC holes were drilled at NBP for a total of 2,189 metres during the ~~Mother Lode Project (the “MLP PEA”) as a stand-alone project employing a BIOX mill for processing the sulphide mineralization and heap leach processing of oxide mineralization.~~period.

●

Planning for the continuation of the Baseline Characterization activities at North Bullfrog was completed during the period. Contracts were placed with service groups to initiate the work in January 2021.

●

Corvus NBP project continued to conduct baseline studies and ~~representatives of the different permitting contractors met with the BLM Battle Mountain staff to plan the~~prepare permit ~~requirements and the work schedule to complete a full North Bullfrog mine permit was outlined in December.~~applications.

●

Water quality samples were collected ~~for~~at surface springs ~~in Oasis Valley~~ and ~~from water quality~~ monitoring wells at the North ~~Bullfrog.~~Bullfrog project in support of ongoing mine permitting work.

●

~~The~~Design of an expanded hydrogeologic testing program was completed and a lease agreement was implemented with the Beatty Water and Sanitation District to allow the production of larger volumes of water ~~production volumes for Corvus wells at MLP, were used for MLP exploration drilling and were reported monthly to~~during the ~~NDWR.~~hydrogeologic testing program.

●

~~Water production well PW-2 at Mother Lode was re-completed lowering the pump to greater depth which required a stronger pipe string. The pump capacity was also increased.~~

	●	~~A revision of the Lynnda Strip Notice of Intent was submitted and approved during December which allows expanded drilling in the area.~~
	●	~~On November 6, 2020, the Company appointed Peggy Wu, its Chief Financial Officer, as a director of the Company. Ms. Wu was also appointed as a member of the Sustainable Development Committee.~~

Nevada Properties

NBP and MLP

Our principal mineral properties are the NBP and the MLP, which form two separate gold exploration projects ~~(the “NBP” and the “MLP”)~~ located in northwestern Nye County, Nevada, in the Northern Bullfrog Hills and Bare Mountains to the east, north and west of the town of Beatty. ~~The~~Neither, the NBP nor the MLP have any known proven or probable reserves under SEC Industry Guide 7 or NI 43-101, and the ~~project is~~projects are exploratory in nature. The Technical Reports are available under Corvus’ SEDAR profile at www.sedar.com and EDGAR profile at www.sec.gov, and describe the two properties as separate mining operations. The Technical Reports are referred to herein for informational purposes only and are not incorporated herein by reference. The Technical Reports contain disclosure regarding Mineral Resources at both projects that are not SEC Industry Guide 7 compliant proven or probable reserves. See “Cautionary Note to U.S. Investors Regarding Estimates of Measured, Indicated and Inferred Resources, and Proven and Probable Reserves” above.

The following disclosure is derived, in part, and supported by the Technical Reports and includes updates on the properties subsequent to the date of the Technical Reports.

The NBP and the MLP are located in the Bullfrog Hills and Bare Mountains of northwestern Nye County, Nevada (Figure 1). Together, the NBP and the MLP cover approximately 129 square kilometers (12,895 hectares) of patented and unpatented mining claims in sections 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, and 36 of T10S, R46E; sections 1, 2, 3, 4, 5, 6, 10, 11, 12, 13, 14, 15, 23, 24, 25, 26, 34, and 35 of T11S, R46E; sections 2, 3, 4, 5, 6, 7, 8, 9, 10, and 18 of T12S R46E; sections 19, 30, 31, and 32 of T10S, R47E; sections 4, 5, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 22, 23, 26, 27, 34, 35 and 36 of T11S, R47E; sections 1, 2, 3, 4, 8, 9, 10, 11, 12, and 13 of T12S R47E; sections 4, 9, 10, 15, 22, 27, 31, 32, 33, and 34 of T11S R48E; and sections 4, 5, 6, 7, 8, 9, 16, 17, and 18 of T12S R48E of MDBM. The total number of federal lode claims is 1601. Corvus has total of nine option/lease agreements in place that give us control of private land based on an aggregate of 51 historical patented lode claims (see Private Lands in Figure 1). Corvus Nevada owns an additional private land based on five historical patented claims (the Millman claims) and a 430 acre property with 1600 acre-feet of water rights located north of NBP in the Sarcobatus hydrographic basin (Basin 146).

Figure 1.1 – Property Map showing the Location of the NBP and the MLP with respect to the town of Beatty, NV.

Studies at the NBP and MLP have been focused on the potential to develop separate mining and processing operations at each site. Technical Reports describing the conceptual mining and processing operations at each location were completed on November 21, 2020 and are available on SEDAR and EDGAR.

NBP Drilling Activities

~~No drilling was performed~~Seven RC holes were drilled at ~~North Bullfrog~~the NBP during the ~~reporting period.~~period for 2,189 m. An additional water monitoring well of 580 m with a VWP gauge was completed to increase monitoring capacity during ongoing hydrogeologic testing planned for 2022.

~~MLP~~Lynnda Strip Drilling Activities

~~During~~Drilling at the ~~period, 28 RC drill holes were completed. Ten~~Lynnda Strip project during the quarter has focused on completing the resource expansion program targeting the east-west extension of the mineralized zone. (Figure 2). Two RC holes were ~~drilled at Lynnda Strip (see Figure 1) and 13 were drilled at Mother Lode. Six~~completed during the period for 628 m of ~~those RC holes were core-tail pre-collar holes for later core~~ drilling. ~~Nine holes were~~Casing was recovered from 3 of the core-tail holes ~~with five deepened at Mother Lode~~drilled previously. Results from this area continue to outline a large, relatively high-grade, oxide deposit that now extends over 800 metres in width and ~~four deepened at Lynnda Strip.~~remains open.

Figure 2 shows the location of the hole collars drilled at Mother Lode, including the recent RC and Core-tail holes. The drilling continued to outline the Central Intrusive Zone (CIZ) proving the association of the gold mineralization with a broad zone that varies in width along strike, and remains open at depth. The zone is dominantly oxide in nature, to a depth of 600m. Preliminary cyanide leach data indicate high gold recovery averaging above 90% which indicates good potential for heap leach processing. The drilling also indicates the presence of higher-grade shoots within the zone at depth.

Figure 2 – ~~Locations~~Map showing location of ~~Corvus RC and Core-tail holes at the Mother Lode Project, Nevada~~

Drilling from the Main Zone has indicated the presence of breccia intervals from the top of the CIZ that cut the Central Main Zone and contain higher-grade gold mineralization. Additional intersections in the Upper Oxide Zone are defining a sizable body of low grade mineralization that are amenable to heap leach processing in areas that were previously defined as waste material in pit shells. The cross section in Figure 3 illustrates the spacial relationship of the different mineralized zones being described here.

~~Figure 3~~ – ~~Cross section along 4084540 N showing the relationship of the Main Zone to the CIZ and Upper Oxide Zones at the MLP~~

~~Lynnda Strip~~

~~The~~ Lynnda Strip is a new discovery near Mother Lode (see Figure 1) that appears to be part of a large zone of gold mineralization controlled by a major north-south trending structural feature that has delivered encouraging results at Corvus Golds Lynnda Strip target and to the south as reported by Coeur Mining Inc. This new Lynnda Strip discovery is also the focus of additional drilling by AngloGold Ashanti Limited to the north. Oxidation is very deep at Lynnda Strip with depths of over 500m which is similar to the deep oxidation of the CIZ zone about 1.5 kilometres to the south at Mother Lode.

Corvus drilling at Lynnda Strip, is shown on Figure 4 and has revealed high-grade vein systems associated with gray quartz stockwork systems that develop along moderately west dipping north-south structural zones and reactively flat contact related zones. These veins appear related to subsidiary, structures in the hanging wall of large displacement, north-south trending major faults and are surrounded by broad zones of disseminated lower-grade oxide gold mineralization. Corvus believes that ongoing core drilling at Lynnda Strip has shown the system could extend an addition 100 metres below the initial RC drill holes announced to date with oxidation that could be in excess of 500 metres deep. The Lynnda Strip system is currently +500 metres wide (East-West) and is displaying a system thickness that could be in excess of 200 metres. Similar to other gold mineralization systems in the Bullfrog District that are related to North-South trending structural zones, the potential strike extent could be multiples of the currently known width. With current gold grades of 2.06 g/t over 43 m in the upper zone and 1.63 g/t gold over 33.5 m in the lower zone, Corvus believes thatcompleted this ~~system could be very large and currently appears to be on the higher-grade end of the known Nevada heap-leach open pit scale of deposits.~~

~~Figure 4~~ – ~~Locations of Corvus RC and Core-tail holes at the Lynnda Strip near Mother Lode~~quarter

~~North Bullfrog Project Development~~

Corvus completed an updated PEA for the NBP based on a stand-alone basis, as detailed in the NBP Technical Report. The NBP PEA results indicated strong economic performance which is summarized in Table 1 and was based on resource model updates for Sierra Blanca and Mayflower that incorporated some new 2020 drill results. Mineral resources that are not mineral reserves have no demonstrated economic viability. The NBP PEA is preliminary in nature and includes Inferred Mineral Resources that have a great amount of uncertainty as to their existence, and are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves. It cannot be assumed that all, or any part, of an Inferred Mineral Resource will ever be upgraded to a higher category. Refer to the NBP Technical Report for additional information.

~~Table 1 2020 NBP Preliminary Economic Assessment at $1,500 per ounce Gold Price~~

~~Parameter~~		~~Summary Data~~
~~Pre-Tax Cash Flow; IRR~~		~~USD $763 M; 55%~~
~~Post-Tax NPV~~_5%; ~~IRR~~		~~USD $452 M; 47%~~
~~Overall Strip Ratio~~		~~0.91 to 1 (overburden – process tonne)~~
~~Cash Cost Years 1-7 (USD per Au ounce)~~		~~$589~~
~~AISC~~¹ ~~Years 1-7 (USD/produced Au oz)~~		~~$727~~
~~Year 1-7 Average Annual Gold Production~~		~~147,000 ounces~~
~~Mine Life~~		~~14 years~~
~~Total Gold Production~~		~~1,466,550 ounces~~
~~Initial Capital Cost (USD)~~		~~$167M~~
~~Sustaining Capital Cost (USD)~~		~~$132M~~
Average Mill Recovery² ~~(%)~~	Au	~~85%~~
	Ag	~~63%~~
Average Heap Leach Recovery (%)	Au	~~72%~~
	Ag	~~13%~~
~~Average Total Mining Rate~~³ ~~(t/day)~~		~~84,800~~
~~Average Mineralization Mining Rate* (t/day)~~		~~43,300~~

¹ ~~– AISC (all-in sustaining cost) is a non-GAAP metric and may be calculated differently by others~~

² ~~– mill recovery – gravity concentrate plus heap leach of gravity tail~~

³~~–14-year rate including capitalized mining in year -1~~

The NBP PEA assumes conventional open pit mining and with a combination gravity mill and heap leach processing system. Higher grade vein and vein stockwork mineralization from the YellowJacket Zone at Sierra Blanca would be processed by a simple gravity mill with grinding to 48 mesh. Adequate liberation of the gold mineralization can be achieved at 48 mesh with approximately 45% gold recovery from the gravity concentrate using intense CN leaching. The gravity tail material can be blended with the lower grade, ROM heap leach mineralization for final gold recovery on the heap leach pad. Total gold recovery from the YellowJacket mineralization is projected to be 85% of the contained metal, and silver recoveries are projected to be 63%.

The majority of NBP low grade mineralization would be processed on the heap leach. Project capital costs are low due to the simple processing approach and the project economic performance is very good due to the ability to early mining of the higher grade YellowJacket mineralization.

Mother Lode Project Development

Corvus ~~completed an updated PEA~~is progressing with its exploration permit expansion for the ~~MLP based on a stand-alone basis as detailed in the MLP Technical Report. The MLP PEA results indicated strong economic performance which is summarized in Table 2~~greater Mother Lode and was based on a resource model update that incorporated 2020 drill results up to September 2020. Mineral resources that are not mineral reserves have no demonstrated economic viability. The MLP PEA is preliminary in nature and includes Inferred Mineral Resources that have a great amount of uncertainty as to their existence, and are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves. It cannot be assumed that all, or any part, of an Inferred Mineral Resource will ever be upgraded to a higher category. Refer to the MLP Technical Report for additional information.

~~Table 2 2020 MLP Preliminary Economic Assessment at $1,500 per ounce gold price~~

~~Parameter~~		~~Summary Data~~
~~Pre-Tax Cash Flow; IRR~~		~~USD $564M; 27%~~
~~Post-Tax NPV~~^5%~~; IRR~~		~~USD $303M; 23%~~
~~Overall Strip Ratio~~		~~3.7 to 1 (waste: process tonne)~~
~~Cash Cost Years 1-3 (USD per produced Au ounce)~~		~~$613~~
~~AISC~~¹ ~~Years 1-3 (USD per produced Au oz)~~		~~$677~~
~~Year 1-8 Average Annual Gold Production~~		~~170,980 ounces~~
~~Mine Life~~		~~8 years~~
~~Total Gold Production~~		~~1,377,260 ounces~~
~~Initial Capital Cost (USD)~~		~~$406M~~
~~Sustaining Capital Cost (USD)~~		~~$44M~~
~~Average Mill Recovery~~¹ ~~(%)~~	Au	~~91%~~
	Ag	~~60%~~
~~Average Heap Leach Recovery (%)~~	Au	~~74%~~
	Ag	7%
~~Average Total Mining Rate~~² ~~(t/day)~~		~~91,200~~
~~Average Mineralization Mining Rate~~² ~~(t/day)~~		~~19,600~~

¹ ~~– AISC (all-in sustaining cost) is a non-GAAP metric and may be calculated differently by others~~

² ~~– 8 year rate including capitalized mining in year -1~~

The MLP Resource model was updated to incorporate new drilling data developed since the 2018 PEA report and up to September 2020. The MLP open pit configuration was revised based on Whittle Optimization, and the new designs were incorporated into the updated project configuration.

The project configuration was revised so that all required infrastructure was confined to Corvus controlled property, with the exception that the existing lay-back agreement with Coeur Mining Co. would allow the open pit boundary to expand off the Corvus land locally. Any mineralization coming from Coeur controlled land would be stockpiled for Coeur potentially subject to some future processing agreement.

The MLP PEA assumed open pit mining with an owner operated fleet and process plant. Processing assumptions were based on biological oxidation of whole sulphide mineralization. Metallurgical test data indicates that CN gold recoveries of +91 % could be obtained with this approach, which would be approximately 11% higher than had been obtained from oxidation and leaching of MLP sulphide concentrates. Capital costs of the process plant would be lower since the process would not require an oxygen plant, a flotation circuit, or an autoclave.

Substantial production of lower grade oxide mineralization is indicated by the updated mineral resource model, and the ROM heap leach feed was at higher grade when compared to the 2018 mineral resource model.

Economic performance of the project was good, and the potential for operating cost reduction exists within the processing technology. In addition, the future development of the project could benefit from potential mineral resource that could be developed at the Lynnda Strip ~~discovery.~~

~~Permitting~~

Corvus has expanded permitting activities for the NBP, beginning with a kick-off meeting with the BLM Battle Mountain group on December 15, 2020. Planning is underway and contracts with specialist environmental groups are in place.

~~Water quality samples were collected from NBP springs and water quality monitoring wells during the month of December. Data from the NBP weather station for calendar Q3 were submitted to NDEP.~~

Corvus has initiated baseline characterization work at Mother Lode to expand the current Exploration Permit area. The area to be addressed includes the future exploration targets, for example Lynnda Strip, and the area identified for infrastructure development identified in the 2020 MLP PEA.

~~The Lynnda Strip Notice of Intent was revised, and approval has been received from BLM. Water quality samples from springs that were used in the Mother Lode EA were sampled during December 2020.~~

~~Use of Proceeds~~

On October 10, 2019, the Company announced the completion of a $23,000,000 public bought deal financing, where the Company issued 11,500,000 common shares at a price of $2.00 per common share (the “Offering”). The net proceeds to the Company from the Offering was $21,020,000 after deducting the underwriter’s fee in the amount of $1,380,000, and the estimated expenses of the Offering of $600,000, which was paid out of the proceeds of the Offering.

The net proceeds of the Offering are anticipated to be applied as set out below. There are no material changes to the anticipated use of proceeds as described in the prospectus relating to the Offering.

Use of Net Proceeds

Amount

Exploration Expenditures at the North Bullfrog and Mother Lode Properties

Resource Expansion Drilling (42,000 m)
$ 10,000,000
New Discovery Drilling (7,000 m)
$ 2,300,000
Metallurgical Studies
$ 1,500,000
Mining and Development Studies
$ 600,000
Corporate general and administration, land and permits
$ 6,620,000
TOTAL
$ 21,020,000

The Company expects to use the net proceeds over a period of approximately 20 months to accelerate resource expansion at both the MLP and NBP, by spending approximately $10,000,000 on drilling activities. This work includes approximately 12,000 m of core and 30,000 m of RC drilling, taking place over approximately a 12 to 15 month period of time. In addition, the Company will spend approximately $2,300,000 on its ongoing “New Discovery” drilling program that is testing a series of high priority surface targets for the discovery of new ore deposits. This drilling program includes approximately 1,000 m of core and 6,000 m of RC drilling taking place over a period of approximately 12 to 15 months. The Company will also use the funding to advance the MLP and NBP processing and mining characterization to define an optimized development plan with approximately $1,500,000 of spending on advance metallurgical testing and design work for both the sulfide and oxide mineralization to more accurately define the process flow sheet and facility design criteria and approximately $600,000 on mining studies to further advance the overall project development design and financial requirements.

Working capital and general corporate expenditures cover costs over a period of approximately 20 months for land payments (approximately $1,000,000), personnel (approximately $2,800,000) and the office, general corporate, land and permitting operating expenses ($2,820,000).

~~Progress accounting of expenditures against the use of proceeds on a quarterly basis is listed as follows:~~

Company Cost Center

Total Proceeds
($ M)

Expended
($ M)
(October 1, 2019 – May 31, 2020)

Expended
($ M)
(June 1, 2020 – November 30, 2020

Cumulative Expenditure
($ M)
(October 1, 2019 –
November 30, 2020)

Exploration Expenditures at the North Bullfrog and Mother Lode Properties

Resource Expansion Drilling
$ 10.00 $ 4.05 $ 3.05 $ 7.10
New Discovery Drilling
$ 2.30 $ 2.10 $ 2.38 $ 4.48
Metallurgical Studies
$ 1.50 $ 0.80 $ 0.71 $ 1.51
Mining and Development Studies
$ 0.60 $ 0.26 $ 0.22 $ 0.48
Corporate general and administration, land & permits
$ 6.62 $ 3.43 $ 2.83 $ 6.26
TOTAL
$ 21.02 $ 10.64 $ 9.19 $ 19.83

Expenditures correlate with progress and time for the budgeted amounts for the period October 1, 2019 – November 30, 2020. Corporate general and administration, land and permits expenditures were impacted by scheduled timing of expenditures and financial fees due to the offering.projects.

Qualified Person and Quality Control/Quality Assurance

Jeffrey A. Pontius, ~~(CPG~~ (Certified Professional Geologist (“CPG”)11044), a qualified person as defined by NI 43-101, has supervised the preparation of the scientific and technical information that forms the basis for the disclosure in this Report on Form 10-Q (other than the ~~Mother Lode~~ Mineral Resource ~~estimate)~~estimate for MLP) and has reviewed and approved the disclosure herein. Mr. Pontius is not independent of the Company, as he is the Chief Executive Officer and President and holds ~~common shares~~Common Shares and incentive stock options in Corvus.

Carl E. Brechtel (Colorado PEProfessional Engineer (“PE”) 23212, Nevada PE 008744, and Registered Member 353000 of ~~SME)~~Society for Mining, Metallurgy & Exploration (“SME”)), a qualified person as defined by NI 43-101, has coordinated execution of the technical work and has reviewed and approved the disclosure in this Report on Form 10-Q related thereto. Mr. Brechtel is not independent of the Company, as he is the Chief Administrative Officer ~~effective January 1, 2021 (formerly the Chief Operating Officer)~~ and holds Common Shares and incentive stock options in Corvus.

The work program at the NBP and the MLP was designed and supervised by Mark Reischman, Corvus’ ~~Nevada~~US Exploration Manager, who is responsible for all aspects of the work, including the quality control/quality assurance program. On-site personnel at the project log and track all samples prior to sealing and shipping. Quality control is monitored by the insertion of blind certified standard reference materials and blanks into each sample shipment. All resource sample shipments are sealed and shipped to American Assay Laboratories (“AAL”) in Reno, Nevada, for preparation and assaying.

Assaying for the NBP and the MLP holes has been performed by ~~American Assay Laboratories (“AAL”)~~AAL in Sparks, ~~Nevada.~~Nevada (the “Sparks Laboratory”). Corvus has no business relationship with AAL beyond being a customer for analytical services. The Sparks ~~laboratory~~Laboratory is Standards Council of Canada, Ottawa, Ontario Accredited Laboratory No. 536 and conforms with requirements of CAN-P-1579, CAN-P-4E (ISO/IEC 17025:2005).

Check assaying has been performed by Bureau Veritas North America (“BV”, formerly Inspectorate America Corporation), in Sparks, Nevada and Vancouver, Canada (the “BV Laboratories”), and ALS Minerals Laboratories (“ALS Minerals”), in Sparks, ~~Nevada.~~Nevada (the “ALS Laboratory”). Corvus has no business relationship with BV or ALS Minerals beyond being a customer for analytical services. The BV ~~laboratory~~Laboratory is Accredited Laboratory No. 720 and conforms to requirements of CAN-P-1579, CAN-P-4E (ISO 9001:2008) and ALS is Accredited Laboratory No. 660 and conforms to requirements of CAN-P-1579, CAN-P-4E (ISO/IEC 17025:2005).

Mr. Scott E. Wilson, ~~CPG (10965),~~(CPG 10965, Registered Member ~~of SME (4025107)~~4025107of SME), and President of Resource Development Associates Inc.), is an independent consulting geologist specializing in Mineral Reserve and Mineral Resource calculation reporting, mining project analysis, and due diligence evaluations. He has acted as the Qualified Person, as defined in NI 43-101, for the Mineral Resource estimate and the Technical Reports. Mr. Wilson has over 29 years of experience in surface mining, resource estimation, and strategic mine planning. Mr. Wilson and Resource Development Associates Inc. are independent of the Company under NI 43-101. Mr. Wilson, a Qualified Person, has verified the data underlying the information disclosed herein by reviewing the reports of AAL and all procedures undertaken for QA/QC. All matters were consistent and accurate accordingly to his professional judgment. There were no limitations on the verification process.

For additional information on the NBP and MLP, including information relating to exploration, data verification, and the Mineral Resource estimates, see the Technical Reports, which are available under Corvus’ SEDAR profile at www.sedar.com and EDGAR profile at www.sec.gov. The Technical Reports are referred to herein for informational purposes only and is not incorporated herein by reference. The Technical Reports contains disclosure regarding Mineral Resources that are not Guide 7 compliant proven or probable reserves, see “Cautionary Note to U.S. Investors Regarding Estimates of Measured, Indicated and Inferred Resources, and Proven and Probable Reserves” above.

Results of Operations

Six months ended November 30, ~~2020~~2021 Compared to Six months ended November 30, ~~2019~~2020

For the six months ended November 30, ~~2020,~~2021, the Company had a net loss of ~~$11,636,631~~$13,251,673 compared to a net loss of ~~$6,382,325~~$11,636,631 in the comparative period of the prior year. Included in net loss was ~~$1,769,660 (2019~~$2,265,307 (2020 - $1,601,894) in stock-based compensation charges which is a result of stock options granted during the period and previously granted stock options which vested during the period. Stock-based compensation in the current period comprised of stock options granted on July 31, 2017, November 19, 2018, April 9, 2019, June 13, 2019, October 11, 2019 and February 3, 2020 which vested during the period. The prior period comparative had stock-based compensation arising from stock options granted on July 31, 2017, November 19, 2018, April 9, 2019, June 13, 2019 and October 11, 2019 which vested during the comparative period of the prior year. The increase in loss of $5,254,306 in the six month period of the current year was due to a combination of factors discussed below.

The primary factor for the increase in the net loss was the exploration expenditures of $7,145,669 incurred in the current period compared to $2,594,946 in the comparative period of the prior year. The exploration activities of the Company increased mainly due to an increase of $4,528,224 incurred in exploration expenditures in the current period compared with the comparative period of the prior year as the Company secured further financing in October 2019 and partly due to increased stock-based compensation charges of $159,517 during the current period compared to $137,018 in the comparative period of the prior year.

Consulting fees increased to $1,039,046 (2019 - $935,159) mainly due to an increase in stock-based compensation charges of $836,588 during the current period compared to $750,840 in the comparative period of the prior year and an increase in consulting fees to the CFO as a result of amendment to her consulting agreement.

~~Insurance expenses increased to $123,431 (2019 - $110,156) mainly due to an increase in insurance premium.~~

Investor relations expenses increased to $1,056,405 (2019 - $904,050) mainly due to an increase in virtual advertising activities and an increase in stock-based compensation charges of $251,635 during the current period compared to $217,654 in the comparative period of the prior year. The increase in investor relations expenses was offset by a decrease in investor relations fees and investor relations-related travels in the current period due to COVID-19 travel restrictions and as a result, a shift from in-person meetings to virtual meetings and activities. Travel expenses decreased to $53,612 (2019 - $168,596).

~~Office expenses increased to $66,570 (2019 - $53,320) mainly due to the migration to the cloud server as a result of the global pandemic.~~

Professional fees increased to $275,814 (2019 - $150,617) mainly due to an increase in the audit-related and legal fees as the Company prepared for a transition in its filing status, and an increase in stock-based compensation charges of $14,505 during the current period compared to $12,003 in the comparative period of the prior year.

~~Regulatory expenses increased to $212,892 (2019 - $112,959) mainly due to the entry fee to the Nasdaq Capital Markets as the Company commenced trading as of market open on August 12, 2020.~~

Wages and benefits increased to $1,379,701 (2019 - $1,281,227) mainly due to an increase in pension benefits, an increase in employee expenses due to expenses associated with stock option exercises during the current period, and an increase in stock-based compensation charges of $507,415 during the current period compared to $484,379 in the comparative period of the prior year.

Other expense categories that reflected only moderate change period over period were administration expenses of $212 (2019 - $214), depreciation expenses of $32,959 (2019 - $27,747) and rent expenses of $8,754 (2019 - $15,906).

Other items amounted to a loss of $241,566 compared to $27,428 in the prior period. There was an increase in foreign exchange loss of $296,996 (2019 - $105,386), which was the result of factors outside of the Company’s control and an increase in interest income of $55,430 (2019 - $77,958) as a result of more investment in cashable GIC’s during the current period net of interest expenses.

~~Three months ended November 30, 2020 Compared to Three months ended November 30, 2019~~

For the three months ended November 30, 2020, the Company had a net loss of $5,126,027 compared to a net loss of $3,446,919 in the comparative period of the prior year. Included in net loss was $852,620 (2019 - $806,137)$1,769,660) in stock-based compensation charges which is a result of stock options granted during the period and previously granted stock options which vested during the period. Stock-based compensation in the current period comprised of stock options granted on November 19, 2018, April 9, 2019, June 13, 2019, ~~October 11, 2019 and~~ February 3, 2020 and January 15, 2021 which vested during the period. The prior period comparative had stock-based compensation arising from stock options granted on July 31, 2017, November 19, 2018, April 9, 2019, June 13, 2019, ~~and~~ October 11, 2019 and February 3, 2020 which vested during the comparative period of the prior year. The increase in loss of ~~$1,679,108~~$1,615,042 in the six month period of the current year was due to a combination of factors discussed below.

The primary factor for the increase in the net loss was due to the increase in transaction costs of $1,852,414 (2020 - $nil) consisting of consulting fees, investor relations expenses, office and miscellaneous, professional fees, regulatory fees and travel expenses related to the Transaction.

Exploration expenditures decreased to $5,781,487 (2020 - $7,145,669). The decrease is offset by an increase in stock-based compensation charges of $228,244 during the current period compared to $159,517 in the comparative period of the prior year.

Consulting fees increased to $1,427,285 (2020 - $1,039,046) mainly due to an increase in stock-based compensation charges of $1,054,642 during the current period compared to $836,588 in the comparative period of the prior year. There was an increase in consulting fees paid to the Company’s Chief Financial Officer (the “CFO”) as a result of amendment to her consulting agreement. Consulting fees further increased due to additional fees paid to the CFO and Corporate Secretary. The Board of Directors approved the accrual of the fees to the Special Committee members effective June 1, 2021, which amounted to $48,750 in the current period, compared to $nil in the comparative period of the prior year.

Insurance expenses increased to $333,717 (2020 - $123,431) mainly due to an increase in director and officer (“D&O”) liability insurance premium due to the Company’s listing on the Nasdaq Capital Market in August 2020.

Investor relations expenses decreased to $759,160 (2020 - $1,056,405) mainly due to an increase in virtual advertising activities and decrease in investor relations related travel expenses due to the global pandemic which has continued to limit in-person investor relations efforts. This was offset by an increase in stock-based compensation charges of $295,512 during the current period compared to $251,635 in the comparative period of the prior year and an increase in investor relations fee for consultants in the current period.

Professional fees decreased to $189,570 (2020 - $275,814) mainly due to a decrease in audit fees as a result of under accrual of audit fees for 2020. This was offset by an increase in stock-based compensation charges of $21,516 during the current period compared to $14,505 in the comparative period of the prior year.

Regulatory expenses decreased to $113,217 (2020 - $212,892) mainly due to the entry fee to the Nasdaq Capital Markets as the Company commenced trading as of market open on August 12, 2020.

Travel expenses increased to $117,633 (2020 - $53,612) mainly due to the Company’s management and Board of Directors attending the bell ringing ceremony for the Nasdaq Capital Market in August of 2021 compared to less travel in the comparative period of the prior year due to the Global Pandemic.

Wages and benefits increased to $2,052,614 (2020 - $1,379,701) mainly due to an increase in 2021 bonus and an increase in stock-based compensation charges of $665,393 during the current period compared to $507,415 in the comparative period of the prior year.

Other expense categories that reflected only moderate change period over period were administration expenses of $nil (2020 - $212), depreciation expenses of $35,094 (2020 - $32,959), office expenses of $62,493 (2020 - $66,570) and rent expenses of $2,039 (2020 - $8,754).

Other items amounted to a loss of $524,950 compared to $241,566 in the prior period. There was a decrease in foreign exchange loss of $23,563 (2020 - $296,996), which was the result of factors outside of the Company’s control and a decrease in interest income of $2,735 (2020 - $62,146) as a result of less cash in interest earning bank accounts during the current period, and an increase interest expenses of $504,122 (2020 - $6,716) as a result of accretion and interest expenses recognized on the loan entered into by the Company with Anglo Gold North America on May 4, 2021 for $20,000,000 (“AngloGold North America Loan”).

Three months ended November 30, 2021 Compared to Three months ended November 30, 2020

For the three months ended November 30, 2021, the Company had a net loss of $5,132,376 compared to a net loss of $5,126,027 in the comparative period of the prior year. Included in net loss was $1,094,160 (2020 - $852,620) in stock-based compensation charges which is a result of stock options granted during the period and previously granted stock options which vested during the period. Stock-based compensation in the current period comprised of stock options granted on November 19, 2018, April 9, 2019, June 13, 2019, February 3, 2020 and January 15, 2021 which vested during the period. The prior period comparative had stock-based compensation arising from stock options granted on November 19, 2018, April 9, 2019, June 13, 2019, October 11, 2019 and February 3, 2020 which vested during the comparative period of the prior year. The increase in loss of $6,349 in the three month period of the current year was due to a combination of factors discussed below.

The primary factor for the increase in the net loss was ~~the exploration expenditures of $2,712,435 incurred in the current period compared to $1,200,791 in the comparative period of the prior year. The exploration activities of the Company increased mainly~~ due to the increase in transaction costs of $1,676,644 (2020 - $nil) consisting of consulting fees, investor relations expenses, office and miscellaneous, professional fees, regulatory fees and travel expenses related to the Transaction.

Exploration expenditures decreased to $1,355,224 (2020 - $2,712,435) offset by an increase ~~of $1,503,518 incurred~~ in ~~the exploration in the current period compared with the comparative period of the prior year as the Company secured further financing in October 2019 and partly due to increased~~ stock-based compensation charges of ~~$77,177~~$110,477 during the current period compared to ~~$69,051~~$77,177 in the comparative period of the prior year.

Consulting fees increased to ~~$536,082 (2019~~$615,123 (2020 - ~~$492,052)~~$536,082) mainly due to an increase in stock-based compensation charges of ~~$403,847~~$511,657 during the current period compared to ~~$377,416~~$403,847 in the comparative period of the prior ~~year and~~year. There was an increase in consulting fees paid to the CFO as a result of amendment to her consulting agreement.

~~Investor relations expenses increased~~ The Board of Directors approved the accrual of the fees to ~~$739,979 (2019 - $569,537) mainly due~~the Special Committee members effective June 1, 2021, which amounted to ~~an increase~~$24,375 in ~~advertising activities and an increase in stock-based compensation charges of $120,502 during~~ the current period, compared to ~~$110,811~~$nil in the comparative period of the prior year. ~~The increase in investor relations expenses~~This was offset by a decrease in ~~investor relations~~consulting fees due to additional fees paid to the CFO and ~~investor relations-related travels~~Corporate Secretary in the first quarter of the current ~~period due to COVID-19 travel restrictions and as a result, a shift from in-person meetings to virtual meetings and activities. Travel expenses decreased to $38,136 (2019 - $125,205).~~year whereas similar fees were paid in the second quarter of the prior year.

~~Professional fees~~

Insurance expenses increased to ~~$117,629 (2019~~$165,198 (2020 - ~~$73,528)~~$60,872) mainly due to an increase in D&O liability insurance premium due to the ~~audit-related~~Company’s listing on the Nasdaq Capital Market in August 2020.

Investor relations expenses decreased to $300,711 (2020 - $739,979) mainly due to an increase in virtual advertising activities and ~~legal~~decrease in investor relations related travel expenses due to the global pandemic which has continued to limit in-person investor relations efforts. This further decreased due to additional investor relations fees aspaid in the ~~Company prepared for a transition~~first quarter of the current year whereas similar fees were paid in ~~its filing status, and~~the second quarter of the prior year. This was offset by an increase in stock-based compensation charges of ~~$6,999~~$142,301 during the current period compared to ~~$6,084~~$120,502 in the comparative period of the prior year.

~~Wages and benefits increased~~Professional fees decreased to ~~$873,248 (2019~~$62,996 (2020 - ~~$831,420)~~$117,629) mainly due to ~~an increase~~a decrease in ~~employee expenses due to expenses associated with stock option exercises during the current period and~~audit fees. Transaction related professional fees were accounted for separately under transaction costs. This was offset by an increase in stock-based compensation charges of ~~$244,095~~$10,467 during the current period compared to ~~$242,775~~$6,999 in the comparative period of the prior year.

Regulatory expenses decreased to $30,757 (2020 - $58,580) mainly due to the timing of payment of balance of annual listing fee for the Nasdaq Capital Markets in the comparative period of the prior year as the Company commenced trading as of market open on August 12, 2020.

Wages and benefits decreased to $498,647 (2020 - $873,248) mainly due to the 2021 bonus paid in the first quarter whereas the 2020 bonus was paid in the second quarter of the prior year. There was an increase in stock-based compensation charges of $319,258 during the current period compared to $244,095 in the comparative period of the prior year.

Other expense categories that reflected only moderate change period over period were administration expenses of ~~$106 (2019~~$nil (2020 - ~~$107)~~$106), depreciation expenses of ~~$18,678 (2019~~$17,593 (2020 - ~~$18,716), insurance expenses of $60,872 (2019 - $54,458)~~$18,678), office expenses of ~~$28,637 (2019~~$33,924 (2020 - ~~$26,588)~~$28,637), ~~regulatory expenses of $58,580 (2019 - $51,872) and~~ rent expenses of ~~$1,351 (2019- $1,765)~~$909 (2020 - $1,351) and travel expenses of $32,103 (2020 - $38,136).

Other items amounted to ~~an income~~a loss of ~~$59,706~~$342,547 compared to a ~~loss~~gain of ~~$880~~$59,706 in the prior period. There was ~~an increase~~a decrease in foreign exchange loss of $21,967 (2020 – gain of ~~$43,180 (2019 – loss of $62,772)~~$43,180), which was the result of factors outside of the Company’s control, ~~and~~ a decrease in interest income of ~~$16,526 (2019~~$1,352 (2020 - ~~$61,892)~~$20,447) as a result of less ~~investment~~cash in ~~cashable GIC’s~~interest earning bank accounts during the current period, ~~net~~and an increase interest expenses of $321,932 (2020 - $3,921) as a result of accretion and interest ~~expenses.~~expenses recognized on the AngloGold North America Loan.

Liquidity and Capital Resources

The Company has no revenue generating operations from which it can internally generate funds. To date, the Company’s ongoing operations have been financed by the sale of its equity securities by way of public offerings, private placements, ~~and~~ the exercise of incentive stock options and share purchase ~~warrants.~~warrants, and most recently, the AngloGold North America Loan. The Company believes that it will be able to secure additional private placements and public financings in the future, although it cannot predict the size or pricing of any such financings. In addition, the Company can raise funds through the sale of interests in its mineral properties, although current market conditions have substantially reduced the number of potential buyers/acquirers of any such interest(s). This situation is unlikely to change until such time as the Company can develop a bankable feasibility study on one of its projects. When acquiring an interest in mineral properties through purchase or option, the Company will sometimes issue Common Shares to the vendor or optionee of the property as partial or full consideration for the property interest in order to conserve its cash.

The condensed interim consolidated financial statements have been prepared on a going concern basis, which presume the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon achieving profitable operations and/or obtaining additional financing.

In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future within one year from the date the condensed interim consolidated financial statements are issued. ~~There is substantial doubt upon the Company’s ability to continue as going concern, as explained in the following paragraphs.~~

The Company has sustained significant losses from operations, has negative cash flows and has an ongoing requirement for capital investment to explore its mineral properties. Based on its current plans, budgeted expenditures, and cash requirements, the Company does not have sufficient cash to finance its current plans for the 12 months from the date the condensed interim consolidated financial statement are issued.

The Company reported cash and cash equivalents of ~~$7,049,285~~$6,547,311 as at November 30, ~~2020~~2021 compared to ~~$14,913,158~~$5,121,495 as at May 31, ~~2020.~~2021. The change in cash position was the net result of ~~$9,277,277~~$11,069,384 used for operating activities, ~~$26,087~~$38,990 used for lease liabilities payments, ~~$103,819~~$80,589 used for capitalized acquisition costs, $6,789 used for share issuance costs, $99,176 used on property and ~~$1,910,950~~equipment, and $12,493,000 (USD 10,000,000) received from ~~exercise of stock options during~~ the ~~period ended November 30, 2020.~~AngloGold North America Loan.

As at November 30, ~~2020,~~2021, the Company had working capital deficit of ~~$6,388,051~~$12,901,122 compared to working capital deficit of ~~$14,568,048~~$2,011,551 as at May 31, ~~2020.~~2021.

The Company expects that it will operate at a loss for the foreseeable future and believes the current cash and cash equivalents will ~~not~~ be sufficient for it to maintain its currently held properties, ~~fund its planned exploration,~~ and fund its currently anticipated general and administrative costs for at least the next 12 months from the date of this report. In any event, the Company will be required to raise additional funds, again through public or private equity financings in the future in order to continue in business. Should such financing not be available in that time-frame, the Company will be required to reduce its activities and will not be able to carry out all of its presently planned exploration and, if warranted, development activities at the NBP and the MLP on its currently anticipated scheduling.

Despite the Company’s success to date in raising significant equity financing to fund its operations, there is significant uncertainty that the Company will be able to secure any additional financing in the current or future equity markets. See “Risk Factors – We will require additional financing to fund exploration and, if warranted, development and production”. Failure to obtain additional financing could have a material adverse effect on our financial condition and results of operation and could cast uncertainty on our ability to continue as a going concern. The quantity of funds to be raised and the terms of any proposed equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Specific plans related to the use of proceeds will be devised once financing has been completed and management knows what funds will be available for these purposes. Due to this uncertainty, if the Company is unable to secure additional financing, it may be required to reduce all discretionary activities at the NBP and the ~~Mother Lode Property~~MLP to preserve its working capital to fund anticipated non-discretionary expenditures in the future.

The Company has no exposure to any asset-backed commercial paper. Other than cash held by its subsidiaries for their immediate operating needs in Alaska and Nevada, all of the Company’s cash reserves are on deposit with a major Canadian chartered bank. The Company does not believe that the credit, liquidity or market risks with respect thereto have increased as a result of the current market conditions. However, in order to achieve greater security for the preservation of its capital, the Company has, of necessity, been required to accept lower rates of interest, which has also lowered its potential interest income.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Environmental Regulations

The operations of the Company may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Certain U.S. Federal Income Tax Considerations for U.S. Holders

The Company has been a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes in recent years and expects to continue to be a PFIC in the future. Current and prospective U.S. shareholders should consult their tax advisors as to the tax consequences of PFIC classification and the U.S. federal tax treatment of PFICs. Additional information on this matter is included in the Company’s Annual Report on Form 10-K as filed with the SEC on August ~~13, 2020,~~9, 2021, under “Certain United States Federal Income Tax Considerations”.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of November 30, ~~2020~~2021 an evaluation was carried out under the supervision of and with the participation of the Company’s management, including the Chief Executive Officer (the principal executive officer) and Chief Financial Officer (the principal financial officer and accounting officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on the evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of November 30, ~~2020,~~2021, the Company’s disclosure controls and procedures were effective in ensuring that: (i) information required to be disclosed in reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, in a manner that allows for accurate and timely decisions regarding required disclosures.

The effectiveness of our or any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable assurance that the objectives of the system will be met and is subject to certain limitations, including the exercise of judgement in designing, implementing and evaluating controls and procedures and the assumptions used in identifying the likelihood of future events.

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting during the period ended November 30, ~~2020~~2021 that have materially, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

~~There~~Except as set forth below, there have been no material changes from the risk factors set forth in our Annual Report on Form 10-K as filed with the SEC on August ~~13, 2020.~~9, 2021.

If the arrangement with AngloGold Ashanti is not completed, our business may be adversely affected and our share price may decline.

If the Transaction with AngloGold Ashanti is not completed for any reason, we could experience the following adverse effects: (i) the potential loss of value to the Company’s securityholders, including the reduction of the trading price of our Common Shares; (ii) the potential negative impact on the operations and prospects of the Company, including the risk of loss of key personnel and certain key members of senior management; and (iii) the market’s perception of the Company’s prospects could be adversely affected. Under certain circumstances, if the arrangement is not completed, the Company would also be required to pay AngloGold Ashanti a termination fee of C$19,000,000.

During the pendency of the arrangement agreement with AngloGold Ashanti, we are subject to additional risks relating to our business.

The possible effects of the pendency or consummation of the Transaction contemplated by the arrangement agreement include the effect of suits, actions or proceedings in respect of the arrangement agreement, the risk of any loss or change in the relationship of the Company and its subsidiaries with their respective employees, agents, and other business relationships, and any possible effect on the Company’s ability to attract and retain key employees, including that certain key members of our senior management might choose not to remain employed with the Company prior to the completion of the arrangement.

The Transaction with AngloGold Ashanti may distract management of the Company from their other responsibilities.

The Transaction could cause the Company’s management to focus its time and energies on matters related to the acquisition that otherwise would be directed to the Company’s business and operations. Any such distraction on the part of management, if significant, could affect the ability of the Company to develop its business and may adversely affect the Company’s financial condition and results from operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

~~Other than as reported below, all sales of unregistered equity securities during the period covered by this report were previously reported on Form 8-K.~~

On October 29, 2020, the Company issued 25,000 common shares in connection with the lease on the Mayflower property (see note 3(a)(ii)(1) to the Financial Statements), with a fair value of $75,750. The common shares were issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) on the basis of representations of eligibility and suitability made to the Company by the investor in the lease agreement.None.

Repurchase of Securities

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the six months period ended November 30, ~~2020~~2021 the Company and its subsidiaries and their properties or operations were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.

ITEM 5. OTHER INFORMATION

None.

3229

ITEM 6. EXHIBITS

2.1	Arrangement Agreement and Plan of Arrangement with International Tower Hill Mines Ltd., incorporated by reference to Exhibit 2.1 to the Company’s DRS filing as filed with the SEC on May 12, 2014

2.2	Arrangement Agreement with 1323606 B.C. Unlimited Liability Company and AngloGold Ashanti Holdings plc, incorporated by reference to Exhibit 2.1 to the Company’s 8-K filed with the SEC on September 17, 2021

3.1	Notice of Articles, dated April 13, 2010, incorporated by reference to Exhibit 3.1 to the Company’s DRS filing as filed with the SEC on May 12, 2014

3.2	Articles, dated April 12, 2010, incorporated by reference to Exhibit 3.2 to the Company’s DRS filing as filed with the SEC on May 12, 2014

23.1	Consent of Carl Brechtel

23.2	Consent of Jeffrey Pontius

23.3	Consent of Scott Wilson

31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*⁽¹⁾	Inline XBRL Instance Document
~~101.SCH~~101.SCH*⁽¹⁾	Inline XBRL Taxonomy Extension – Schema ~~Document~~
~~101.CAL~~101.CAL*⁽¹⁾	Inline XBRL Taxonomy Extension ~~Calculation Linkbase Document~~– Calculations
~~101.DEF~~101.DEF*⁽¹⁾	Inline XBRL Taxonomy Extension ~~Definition Linkbase Document~~– Definitions
~~101.LAB~~101.LAB*⁽¹⁾	Inline XBRL Taxonomy Extension – Labels ~~Linkbase Document~~
~~101.PRE~~101.PRE*⁽¹⁾	Inline XBRL Taxonomy Extension ~~Presentation Linkbase Document~~– Presentations
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* - Management contract or compensatory plan.

⁽¹⁾ Submitted Electronically Herewith. Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Interim Consolidated Balance Sheets at November 30, 2021 and May 31, 2021, (ii) the Condensed Interim Consolidated Statements of Operations and Comprehensive Loss for the Six Months ended November 30, 2021 and 2020, (iii) the Condensed Interim Consolidated Statements of Cash Flows for the Six Months Ended November 30, 2021 and 2020, (iv) the Condensed Interim Consolidated Statements of Changes in Equity (Deficit) for the Six Months Ended November 30, 2021, (v) the Notes to the Condensed Interim Consolidated Financial Statements.

3330

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CORVUS GOLD INC.

(the Registrant)

By:	/s/ Jeffrey Pontius

	Jeffrey Pontius
	Chief Executive Officer
	(Principal Executive Officer)

~~Date: January 7, 2021~~

Date: January 14, 2022

By:	/s/ Peggy Wu

	Peggy Wu
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Date: January 14, 2022

~~Date: January 7, 2021~~

		Page
PART I	FINANCIAL INFORMATION
ITEM 1	FINANCIAL STATEMENTS	3
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1618
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3027
ITEM 4	CONTROLS AND PROCEDURES	3028

PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	3229
ITEM 1A	RISK FACTORS	3229
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3229
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	3229
ITEM 4	MINE SAFETY DISCLOSURES	3229
ITEM 5	OTHER INFORMATION	3229
ITEM 6	EXHIBITS	3330

SIGNATURES

For the period ended November 30,	2020		2019

Risk-free interest rate		N/A		1.35	%
Expected life of options (years)		N/A	4.96
Annualized volatility		N/A		74.92	%
Dividend yield		N/A		0	%
Exercise price		N/A	$	2.18

Fair value per share		N/A	$	1.29

Use of Net Proceeds	Amount
Exploration Expenditures at the North Bullfrog and Mother Lode Properties
Resource Expansion Drilling (42,000 m)	$	10,000,000
New Discovery Drilling (7,000 m)	$	2,300,000
Metallurgical Studies	$	1,500,000
Mining and Development Studies	$	600,000
Corporate general and administration, land and permits	$	6,620,000
TOTAL	$	21,020,000

Company Cost Center	Total Proceeds ($ M)		Expended ($ M) (October 1, 2019 – May 31, 2020)		Expended ($ M) (June 1, 2020 – November 30, 2020		Cumulative Expenditure ($ M) (October 1, 2019 – November 30, 2020)
Exploration Expenditures at the North Bullfrog and Mother Lode Properties
Resource Expansion Drilling	$	10.00	$	4.05	$	3.05	$	7.10
New Discovery Drilling	$	2.30	$	2.10	$	2.38	$	4.48
Metallurgical Studies	$	1.50	$	0.80	$	0.71	$	1.51
Mining and Development Studies	$	0.60	$	0.26	$	0.22	$	0.48
Corporate general and administration, land & permits	$	6.62	$	3.43	$	2.83	$	6.26
TOTAL	$	21.02	$	10.64	$	9.19	$	19.83