SEC Form SC 13D/A filed by Corvus Gold Inc. (Amendment)

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CUSIP No. 221013105

1	NAMES OF REPORTING PERSONS
	AngloGold Ashanti (U.S.A.) Exploration Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC, OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			24,774,949 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			24,774,949 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,774,949 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.5%(1) (See Item 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

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This Statement constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D (the “Original Schedule 13D”) filed with the Securities and Exchange Commission (“SEC”) on July 13, 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. 1 amends the Original Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as set forth below, all Items of the Original Schedule 13D remain unchanged. Capitalized terms used but not defined in this Amendment No. 1 have the meanings assigned to them in the Original Schedule 13D.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Original 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 Original Schedule 13D is hereby amended to add the following at the end thereof:

On September 13, 2021, AGA and the Issuer issued a press release (the “Press Release”) announcing that the Purchaser (as defined below), AGAH and the Issuer have entered into a definitive agreement pursuant to which the Purchaser has agreed to acquire the remaining 80.5% of the Corvus Shares not already owned by the AGA Group at a price of C$4.10 per Corvus Share in cash. 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 transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”).

The total consideration to be paid by the Purchaser is estimated to be approximately US$370 million.

Consummation of the transaction is subject to several customary conditions. The Arrangement will be subject to the approval of: (a) 66 2/3% of the votes cast by (i) the holders of Corvus Shares (“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 Arrangement (the “Special Meeting”); and (ii) the Corvus Shareholders and the holders of options in respect of Corvus Shares, 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 applicable Canadian laws.

Sprott Funds Trust, along with directors and officers of the Issuer, (collectively, the “Supporting Shareholders”) have entered into voting agreements with the Purchaser and AGAH agreeing, among other things, to vote (or cause to be voted) all of their Corvus Shares and options in respect of Corvus Shares, in favor of the approval of the Arrangement. The Supporting Shareholders and the AGA Group collectively hold 42.1% of the issued and outstanding Corvus Shares and 46.3% of the Corvus Shares on a fully diluted basis assuming the conversion of all outstanding options in respect of Corvus Shares. The Supporting Shareholders hold 28.1% of the issued and outstanding Corvus Shares (excluding the issued and outstanding Corvus Shares held by the AGA Group).

The foregoing description of the Press Release does not purport to be complete and is qualified in its entirety by the full terms and conditions of the Press Release, which is filed herewith as Exhibit 99.15, and is incorporated herein by reference.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Original Schedule 13D is hereby amended by deleting the last sentence of paragraph (a) thereof and replacing it in its entirety with the following sentence:

The Corvus Shares beneficially owned by the Reporting Persons comprise approximately 19.5% of the outstanding common shares of the Issuer (based on an aggregate number of 127,003,470 common shares of the Issuer outstanding as of September 10, 2021, based on information furnished by the Issuer to certain of the Reporting Persons).

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Original Schedule 13D is hereby amended by adding the following:

The information set forth in Item 4 above is incorporated by reference in its entirety into this Item 6.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

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