UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 7, 2017
(Date of earliest event reported)
Corvus Gold Inc.
(Exact Name of Registrant as Specified in Charter)
| British Columbia, Canada (State or Other Jurisdiction of Incorporation) | 000-55447 (Commission File Number) | 98-0668473 (IRS Employer Identification No.) |
Suite 1750, 700 West Pender Street Vancouver, British Columbia Canada (Address of principal executive offices) | N/A (Zip Code) |
Registrant’s telephone number, including area code: (604) 638-3246
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 3.02 Unregistered Sale of Equity Securities.
On December 7, 2017, Corvus Gold Inc. (the “Company”) issued an aggregate 4,403,933 common shares in relation to the closing of a non-brokered private placement. The Company issued 2,829,130 common shares at a price of CAD$1.15 per common share to institutional shareholders and 1,574,803 common shares at a price of CAD$1.27 per common share to a key strategic shareholder. 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”) and Rule 506(b) of Regulation D thereunder and pursuant to the exclusion from registration under the Securities Act provided by Rule 903 of Regulation S thereunder, on the basis of representations of eligibility and suitability made to the Company by the investor in the subscription agreement for the common shares.
Item 7.01. Regulation FD Disclosure.
On December 7, 2017, the Company issued a press release reporting the closing of its private placement of common shares. A copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
On December 12, 2017, the Company issued a press release regarding assay results at eight new drill holes at its Mother Lode project. A copy of the press release is attached to this report as Exhibit 99.2. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. Exhibits.
| Exhibit | Description |
| 99.1* | Press Release, dated December 7, 2017 |
| 99.2* | Press Release, dated December 12, 2017 |
* The foregoing exhibits relating to Item 7.01 are intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CORVUS GOLD INC. | |||
| DATE: December 13, 2017 | By: | /s/ Jeffrey A. Pontius | |
| Jeffrey A. Pontius | |||
| Chief Executive Officer | |||
EXHIBIT INDEX
| Exhibit | Description |
| 99.1* | Press Release, dated December 7, 2017 |
| 99.2* | Press Release, dated December 12, 2017 |
* The foregoing exhibits relating to Item 7.01 are intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.