This Statement constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D (the “Original Schedule 13D” and, as amended, the “Amended Schedule 13D”) filed with the Securities and Exchange Commission (“SEC”) on July 13, 2021, amended by Amendment No. 1 filed on September 14, 2021, with respect to the common shares, no par value, of Corvus Gold Inc. (the “Issuer”), held by AngloGold Ashanti (U.S.A.) Exploration Inc. (“AGA (U.S.A.) Exploration”). AGA (U.S.A.) Exploration is a wholly owned subsidiary of AngloGold Ashanti North America Inc. (“AGA North America”), which is a wholly owned subsidiary of AngloGold Ashanti USA Incorporated, which is a wholly owned subsidiary of AngloGold Ashanti Limited (“AGA”). AGA and all of its subsidiaries are collectively referred to herein as the “AGA Group”.
All references herein to “$” and “US$” are to U.S. dollars and all references to “C$” are to Canadian dollars.
This Amendment No. 2 amends the Amended Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as set forth herein, all Items of the Amended Schedule 13D remain unchanged. Capitalized terms used but not defined in this Amendment No. 2 have the meanings assigned to them in the Amended Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Amended Schedule 13D is hereby amended to add the following at the end thereof:
The description of the Arrangement (as defined in Item 4) set forth in Item 4 below is incorporated by reference in its entirety into this Item 3. It is anticipated that this purchase will be made in cash consideration and the source of funds for such purchase will be available cash on hand of AngloGold Ashanti Holdings plc (“AGAH”).
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Amended Schedule 13D is hereby amended to add the following at the end thereof:
As previously announced, on September 13, 2021, the Issuer entered into an Arrangement Agreement (the “Arrangement Agreement”) with the Purchaser (as defined below) and AGAH. 1323606 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia (the “Purchaser”), is a wholly owned subsidiary of AngloGold Ashanti (U.S.A.) Holdings Inc., which is a wholly owned subsidiary of AGA (U.S.A.) Exploration. AGAH, a public limited company existing under the laws of the Isle of Man, is a wholly owned subsidiary of AGA.
The Arrangement Agreement provides for the terms and conditions pursuant to which the Purchaser has agreed to acquire the remaining 80.5% of the outstanding Corvus Shares not already owned by the AGA Group at a price of C$4.10 per Corvus Share (the “Consideration”) in cash (the “Transaction”). Capitalized terms used in this Item 4 but not otherwise defined in the Amended Schedule 13D or this Amendment No. 2 have the meanings set forth in the Arrangement Agreement.
The terms of the Arrangement Agreement also provide that, as part of the Transaction, each option to purchase a Corvus Share (a “Corvus Option”) that is outstanding immediately prior to the effective time (the “Effective Time”) of the Arrangement (as defined below), notwithstanding the terms of such Corvus Option, that is vested or unvested, will be deemed to be unconditionally vested and exercisable, and will be immediately cancelled in exchange for a cash payment from the Issuer equal to the amount by which the Consideration exceeds the exercise price of each such Corvus Option, subject to withholding taxes where applicable.
The terms of the Arrangement Agreement further provide that the Transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Plan of Arrangement”). The Plan of Arrangement and the implementation of the arrangement set forth therein between the Issuer, its shareholders (the “Corvus Shareholders”), the holders of Corvus Options (the “Corvus Optionholders” and together with the Corvus Shareholders, the “Corvus Securityholders”) and the Purchaser (the “Arrangement”), is subject to the review and approval of the Supreme Court of British Columbia (the “Court”).
The Transaction will be subject to the approval of: (a) 66 2/3% of the votes cast by (i) the Corvus Shareholders, including votes attached to Corvus Shares held by the AGA Group, present in person or represented by proxy at the special meeting relating to the Transaction (the “Special Meeting”); and (ii) the Corvus Shareholders and the Corvus Optionholders, voting together as a single class, present in person or represented by proxy at the Special Meeting; and (b) a simple majority of the votes cast by the Corvus Shareholders present in person or represented by proxy at the Special Meeting, excluding votes attached to Corvus Shares held by the AGA Group 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.
The Arrangement Agreement and the Arrangement have been approved by the board of directors of each of the Issuer (the “Corvus Board”) (acting upon the unanimous recommendation of a special committee of the Corvus Board, consisting solely of independent and disinterested directors, authorized to, among other things, negotiate, evaluate and approve or disapprove potential transactions with the Issuer) and the Purchaser and AGAH.
Completion of the Transaction is also subject to other customary closing conditions, including mutual conditions regarding (i) obtaining an interim and final order from the Court, (ii) the absence of any law enacted by any governmental entity that prohibits or makes the consummation of the Transaction illegal, and (iii) receipt by the AGA Group of the approval of the South African Reserve Bank (“SARB”).
Completion of the Transaction is subject to certain conditions in favor of the Purchaser, including (i) subject to certain exceptions, the accuracy of the Issuer’s representations and warranties, (ii) fulfillment or compliance by the Issuer, in all material respects, with its covenants under the Arrangement Agreement, (iii) dissent rights of the Corvus Shareholders under British Columbia law not having been exercised with respect to more than 7% of the issued and outstanding Corvus Shares, (iv) certain legal actions, reviews, proceedings or investigations not having been brought by legal authorities, and (v) no material adverse effect in respect of the Issuer having occurred.
Completion of the Transaction is subject to certain conditions in favor of the Issuer, including (i) subject to certain exceptions, the accuracy of the Purchaser’s and AGAH’s representations and warranties, (ii) fulfillment or compliance by the Purchaser and AGAH, in all material respects, with their covenants under the Arrangement Agreement, (iii) delivery of sufficient funds to the Depositary to pay the aggregate Consideration to the Corvus Shareholders, and (iv) providing the Issuer with the Funding Loan to satisfy the required payments under the Arrangement to the Corvus Optionholders.
The Transaction is not subject to a financing condition.
The Arrangement Agreement contains customary representations and warranties of the Issuer and the Purchaser and AGAH. The Issuer has also agreed to customary covenants regarding the operation of the Issuer and its subsidiaries prior to the Effective Time, including covenants not to, during the pendency of the Arrangement, solicit alternative transactions or, subject to certain exceptions, enter into discussions concerning, or provide confidential information in connection with, an alternative transaction, subject to customary “fiduciary out” rights. The Issuer has also granted the Purchaser a right to match any superior proposal.
The Arrangement Agreement contains certain customary mutual termination rights for both the Issuer and the Purchaser, including a right to terminate (i) if the necessary approvals are not obtained at the Special Meeting, (ii) any law is enacted that prohibits or makes the consummation of the Transaction illegal, or (iii) if the Arrangement is not completed by March 31, 2022, unless otherwise extended pursuant to the terms of the Arrangement Agreement (the “Outside Date”).
The Arrangement Agreement contains customary termination rights for the Issuer, including a right to terminate (i) for a breach of any representation and warranty or failure to perform any covenant on the part of the Purchaser, subject to certain qualifications, (ii) if prior to obtaining the approval of the Corvus Securityholders, the Issuer accepts a superior proposal, or (iii) if the SARB approval has not been obtained by the Outside Date.
The Arrangement Agreement contains customary termination rights for the Purchaser, including a right to terminate (i) for a breach of any representation and warranty or failure to perform any covenant on the part of the Issuer, subject to certain qualifications, (ii) if prior to obtaining the approval of the Corvus Securityholders, the Corvus Board or a committee of the Corvus Board fails to unanimously recommend or withdraws, amends, modifies or qualifies, in a manner that is adverse to the Purchaser, its recommendation that the Corvus Securityholders vote in favor of the Arrangement at the Special Meeting, or the Issuer breaches its non-solicitation covenant in any material respect, or (iii) if a Material Adverse Effect has occurred.
