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

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

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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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The Issuer will pay a termination fee of C$19 million to AGAH under certain circumstances, including (i) if the Purchaser terminates the Arrangement Agreement due to the Corvus Board or a committee of the Corvus Board, prior to obtaining the approval of the Corvus Securityholders, failing to unanimously recommend or withdrawing, amending, modifying or qualifying, 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 breaching its non-solicitation covenant in any material respect, (ii) if the Issuer terminates the Arrangement Agreement in connection with it pursuing a superior proposal, (iii) if either the Issuer or the Purchaser terminates the Arrangement Agreement for failure to obtain the necessary approvals at the Special Meeting or if the Effective Time has not occurred on or prior to the Outside Date, or if the Purchaser terminates the Arrangement Agreement as a result of the Issuer’s breach of a representation or warranty by the Issuer or failure of the Issuer to perform its covenants under the Arrangement Agreement, subject to such breach or failure being due to the Issuer’s willful breach or fraud, provided that prior to such termination: (A) the Purchaser has obtained the SARB approval, (B) an Acquisition Proposal (for the purposes of the foregoing, references to “20% or more” in the definition of “Acquisition Proposal” in the Arrangement Agreement is deemed to be “50% or more”) has been publicly made to the Issuer (or any of its subsidiaries or any of their respective representatives) and not withdrawn prior to the Special Meeting, and (C) within 365 days following the date of such termination, an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (B) above) is consummated or effected, or the Issuer (or any of its subsidiaries) enters into a contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (B) above) and such Acquisition Proposal is later consummated or effected (whether or not within 365 days after such termination).

In relation to certain termination rights, the Issuer has agreed to reimburse AGAH’s out-of-pocket third-party transaction expenses incurred in connection with the Transaction up to a maximum of C$4 million.  Additionally,  if the Arrangement Agreement is terminated by the Issuer as a result of the Purchaser failing to obtain the SARB approval prior to the Outside Date, the Purchaser has agreed to pay the Issuer’s out-of-pocket third-party transaction expenses incurred in connection with the Transaction up to a maximum of C$4 million.

A copy of the Arrangement Agreement has been included as Exhibit 99.16 to this Amendment No. 2 to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Purchaser, AGAH, the Issuer or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Arrangement Agreement were made only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Arrangement Agreement; may be subject to limitations agreed upon by the parties thereto, including being qualified by confidential disclosures; may not have been intended to be statements of fact, but rather, as a method of allocating contractual risk and governing the contractual rights and relationships between the parties to the Arrangement Agreement; and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Purchaser, AGAH, the Issuer or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Arrangement Agreement, which subsequent information may or may not be fully reflected in the AGA Group’s or the Issuer’s public disclosures. Accordingly, investors should read the representations, warranties and covenants in the Arrangement Agreement not in isolation but only in conjunction with the other information about the Purchaser, AGAH or the Issuer or any of their respective subsidiaries or affiliates that they include in reports, statements and other filings they make with the SEC.

Concurrently with the execution of the Arrangement Agreement, Sprott Funds Trust and certain directors and officers of the Issuer (collectively, the “Supporting Shareholders”) have each entered into a voting and support agreement (each, a “Voting Agreement”) with the Purchaser and AGAH, pursuant to which such Supporting Shareholder has agreed, among other things and subject to the terms and conditions set forth therein, to vote (or cause to be voted) all of its Corvus Shares and Corvus Options, in favor of the adoption of the Arrangement Agreement and the Transaction contemplated thereby, including 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 Corvus Options. 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).

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The Issuer has agreed to use its commercially reasonable efforts to secure the resignations and customary mutual releases (in a form satisfactory to the Purchaser, acting reasonably) of the directors of the Issuer, at the Purchaser’s request, and cause them to be replaced by persons nominated by the Purchaser effective as of the Effective Time. The Purchaser currently intends to replace the current Corvus Board with nominees of the AGA Group at the Effective Time.

Upon the consummation of the Arrangement, the Purchaser and the Issuer shall be amalgamated and the Articles and Notice of Articles of the amalgamated entity shall be in substantially the form of the Articles and Notice of Articles of the Purchaser until amended in accordance with applicable law.

It is expected that, upon completion of the Arrangement, the Issuer’s securities will be delisted from Nasdaq and the Toronto Stock Exchange and will become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, and the Issuer will submit an application to cease to be a reporting issuer under applicable Canadian securities laws.

The foregoing descriptions of the Arrangement Agreement and the Voting Agreements do not purport to be complete and are qualified in their entirety by the full terms and conditions of the Arrangement Agreement and the Voting Agreements, as applicable, which are filed herewith as Exhibit 99.16 and Exhibits 99.17 to 99.30, respectively, and are incorporated herein by reference.

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

Item 6 of the Amended 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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