SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Corvus Gold ULC [ KOR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/18/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 01/18/2022 | D | 3,847,466 | D | (1) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $2.41(2) | 01/18/2022 | D | 700,000 | (3) | 01/15/2026 | Common Stock | 700,000 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.57(5) | 01/18/2022 | D | 150,000 | (6) | 02/03/2025 | Common Stock | 150,000 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.64(7) | 01/18/2022 | D | 150,000 | (8) | 06/13/2024 | Common Stock | 150,000 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.56(9) | 01/18/2022 | D | 1,200,000 | (10) | 11/19/2023 | Common Stock | 1,200,000 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.617(11) | 01/18/2022 | D | 475,000 | (12) | 07/31/2022 | Common Stock | 475,000 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.91(13) | 01/18/2022 | D | 275,000 | (14) | 09/15/2021(15) | Common Stock | 275,000 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Arrangement Agreement and Plan of Arrangement by and between the issuer (formerly known as Corvus Gold Inc.), 1323606 B.C. Unlimited Liability Company (the "Purchaser") and AngloGold Ashanti Holdings plc (the "Guarantor") dated September 13, 2021 (the "Arrangement"), which was consummated on January 18, 2022, and pursuant to which the Purchaser acquired all of the outstanding common shares of the issuer (other than those owned by the Purchaser and its affiliates) in exchange for cash consideration of C$4.10 per share. |
| 2. As previously reported, the exercise price reported above was converted from the Canadian exercise price of C$3.05, using an exchange rate of C$1.2654 = US$1.00. |
| 3. Options were granted on January 15, 2021, and vest as follows: One-third on January 15, 2022; one-third on January 15, 2023; and one-third on January 15, 2024. |
| 4. In connection with the Arrangement, all outstanding options to purchase common shares of the issuer as of immediately prior to the effective time of the Arrangement, were deemed unconditionally vested and exercisable, and subsequently cancelled in exchange for cash payment equal to the difference between the per share consideration of C$4.10 and the per share exercise price of such option multiplied by the number of common shares issuable pursuant to such option, less applicable withholdings. |
| 5. As previously reported, the exercise price reported above was converted from the Canadian exercise price of C$2.09 using an exchange rate of C$1.3275=US$1.00. |
| 6. Options were granted on February 3, 2020 and vest as follows: one-third on February 3, 2021, one-third on February 3, 2022 and one-third on February 3, 2023. |
| 7. As previously reported, the exercise price reported above was converted from the Canadian exercise price of C$2.18 using an exchange rate of C$1.3324=US$1.00. |
| 8. Options were granted on June 13, 2019 and vest as follows: one-third on June 13, 2020, one-third on June 13, 2021 and one-third on June 13, 2022. |
| 9. As previously reported, the exercise price reported above was converted from the Canadian exercise price of C$2.06 using an exchange rate of C$1.3182=US$1.00. |
| 10. Options were granted on November 19, 2018 and vest as follows: one-third on November 19, 2019, one-third on November 19, 2020 and one-third on November 19, 2021. |
| 11. As previously reported, the exercise price was converted from C$0.77 based on the July 31, 2017 noon rate as quoted by the Bank of Canada to US$0.617. The exercise price is the actual Canadian dollar amount regardless of the exchange rate on the date of exercise. |
| 12. Options were granted on July 31, 2017 and vest as follows: one-third on July 31, 2018, one-third on July 31, 2019 and one-third on July 31, 2020. |
| 13. As previously reported, expressed in Canadian dollars. |
| 14. Options were granted on September 15, 2016 and vest as follows: one-third on the grant date, one-third on September 15, 2017 and one-third on September 15, 2018. |
| 15. Expiration date extended indefinitely due to current trading blackout in relation to the Arrangement. |
| /s/ Marla Ritchie as attorney-in-fact for Jeffrey A. Pontius | 01/19/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||