SEC Form SC 13D/A filed by Corvus Gold Inc. (Amendment)
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CORVUS GOLD ULC
(AS SUCCESSOR BY AMALGAMATION TO CORVUS GOLD INC.)
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(Name of Issuer)
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Common Shares
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(Title of Class of Securities)
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221013105
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(CUSIP Number)
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Kandimathie Christine Ramon
AngloGold Ashanti Limited
112 Oxford Road
Houghton Estate
Johannesburg, 2198
South Africa
+27 (0)11 637-6019
With a copy to:
George A. Stephanakis, Esq.
Cravath, Swaine & Moore LLP
CityPoint
One Ropemaker Street
London EC2Y 9HR
United Kingdom
+44 (0)20 7453 1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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January 18, 2022
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(Date of Event which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
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AngloGold Ashanti Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, OO (See
Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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South Africa
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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127,003,470 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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127,003,470 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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127,003,470 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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100%(1) (See Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, CO
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Percentage ownership is based on an aggregate number of 127,003,470 common shares of the Issuer outstanding as of January 14, 2022, as disclosed by the Issuer in its Quarterly Report for the quarterly period ended November 30,
2021 on Form 10-Q, filed with the SEC on January 14, 2022.
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1
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NAMES OF REPORTING PERSONS
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AngloGold Ashanti (U.S.A.) Exploration Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, OO (See
Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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127,003,470 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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127,003,470 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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127,003,470 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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100%(1) (See Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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| (1) |
Percentage ownership is based on an aggregate number of 127,003,470 common shares of the Issuer outstanding as of January 14, 2022, as disclosed by the Issuer in its Quarterly Report for the quarterly period ended November 30,
2021 on Form 10-Q, filed with the SEC on January 14, 2022.
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1
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NAMES OF REPORTING PERSONS
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1323606 B.C. Unlimited Liability Company (which became Corvus Gold ULC as a result of the amalgamation)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC, OO
(See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Columbia, Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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127,003,470 (See Item 5)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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127,003,470 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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127,003,470 (See Item 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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100%(1) (See Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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| (1) |
Percentage ownership is based on an aggregate number of 127,003,470 common shares of the Issuer outstanding as of January 14, 2022, as disclosed by the Issuer in its Quarterly Report for the quarterly period ended November
30, 2021 on Form 10-Q, filed with the SEC on January 14, 2022.
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(a)
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See Items 7 through 13 on the cover pages to this statement on the Amended Schedule 13D. The Purchaser is a wholly owned subsidiary of AGA (U.S.A.) Holdings, which is a wholly owned subsidiary of AGA (U.S.A.) Exploration, which
is a wholly owned subsidiary of AGA North America, which is a wholly owned subsidiary of AngloGold Ashanti USA Incorporated, which is a wholly owned subsidiary of AGA. Each of AGA and AGA (U.S.A.) Exploration may be considered to be
a beneficial owner of the Corvus Shares by virtue of its indirect ownership of all of the equity and voting power of the Purchaser. The Corvus Shares comprise 100% 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 January 14, 2022, as disclosed by the Issuer in its Quarterly Report for the quarterly period ended November 30, 2021 on Form 10-Q, filed with the SEC on
January 14, 2022).
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(b)
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See Items 7 through 13 on the cover pages to this statement on the Amended Schedule 13D. The Purchaser has power both to dispose of and exercise the voting rights attributable to the Corvus Shares. Each of AGA and AGA (U.S.A.)
Exploration may be deemed to control the Purchaser and therefore share voting power and investment power with respect to the Corvus Shares. See Item 2 of this Statement on the Amended Schedule 13D for information on the AGA
Entities.
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(c)
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Except for the completion of the transactions as set out in Item 4 above, none of the Reporting Persons has effected any transaction in Corvus Shares during the last 60 days.
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(d)
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No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Corvus Shares beneficially owned by the Reporting Persons.
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(e)
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Not applicable.
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Exhibit 99.21
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Joinder Agreement, dated January 17, 2022, by and between the Reporting Persons (filed herewith).
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AngloGold Ashanti Limited
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By:
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/s/ Kandimathie Christine Ramon | |
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Name:
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Kandimathie Christine Ramon
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Title:
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Chief Financial Officer &
Executive Director
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AngloGold Ashanti (U.S.A.) Exploration Inc.
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By:
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/s/ Timothy Thompson | |
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Name:
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Timothy Thompson
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Title:
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Director & President
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1323606 B.C. Unlimited Liability Company (which became Corvus Gold ULC as a result of the amalgamation)
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By:
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/s/ Timothy Thompson | |
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Name:
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Timothy Thompson
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Title:
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President
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AGA Entity
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Name, state or other place of
organization
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Address of the principal office
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AngloGold Ashanti Limited
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South Africa
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112 Oxford Road, Houghton Estate, Johannesburg, 2198, South Africa
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AngloGold Ashanti USA Incorporated
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Delaware
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4601 DTC Boulevard, Suite 550, Denver, CO 80237
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AngloGold Ashanti North America Inc.
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Colorado
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4601 DTC Boulevard, Suite 550, Denver, CO 80237
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AngloGold Ashanti (U.S.A.) Exploration Inc.
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Delaware
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4601 DTC Boulevard, Suite 550, Denver, CO 80237
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AngloGold Ashanti (U.S.A.) Holdings Inc.
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Delaware
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4601 DTC Boulevard, Suite 550, Denver, CO 80237
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1323606 B.C. Unlimited Liability Company (which became Corvus Gold ULC as a result of the amalgamation)
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British Columbia, Canada
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Suite 1700, Park Place, 666 Burrard Street, Vancouver BC V6C 2X8
Canada
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Name (and business address where not
112 Oxford Road, Houghton Estate, Johannesburg, 2198, South Africa
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Country of Citizenship
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Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than an AGA Entity)
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Alberto Calderon Zuleta
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Colombia
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Executive Director & Chief Executive Officer
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Kandimathie Christine Ramon
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South Africa
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Executive Director & Chief Financial Officer
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Albert Garner
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U.S.A.
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Independent Non-Executive Director of AGA and Managing Director and Vice Chair of Investment Banking of Lazard Ltd. whose principal business address is at 30 Rockefeller Plaza, New York, NY 10112
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Rhidwaan Gasant
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South Africa
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Independent Non-Executive Director
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Nelisiwe Magubane
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South Africa
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Independent Non-Executive Director
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Maria Ramos
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South Africa
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Independent Non-Executive Director
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Maria Richter
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Panama, U.S.A.
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Independent Non-Executive Director
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Alan Ferguson
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United Kingdom
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Independent Non-Executive Director
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Jochen Tilk
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Canada
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Independent Non-Executive Director
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Kojo Busia
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Ghana
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Independent Non-Executive Director
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Scott Lawson
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U.S.A.
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Independent Non-Executive Director
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Lizelle Marwick
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South Africa
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Executive Vice President: General Counsel & Compliance
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Vaughan Chamberlain
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South Africa
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Interim Chief Development Officer
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Ludwig Eybers
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South Africa
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Chief Operating Officer
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Italia Boninelli
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South Africa
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HR Executive Consultant
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Stewart Bailey
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South Africa, United Kingdom
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Executive Vice President: Corporate Affairs & Sustainability
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Marcelo Godoy
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U.S.A., Brazil
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Chief Technology Officer
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Name (and business address where not 4601 DTC Boulevard, Suite 550, Denver, CO 80237)
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Country of Citizenship
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Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than an AGA Entity)
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| Ludwig Eybers | South Africa | Director (& Chief Operating Officer of AngloGold Ashanti Limited) |
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Timothy Thompson
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U.S.A.
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Director & President
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Marcelo Ortiz de Zarate
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U.S.A.
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Director & Vice President
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Wayne Chancellor
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U.S.A.
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Vice President & Secretary
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Katie Burritt
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U.S.A.
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Treasurer
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Name (and business address where not 4601 DTC Boulevard, Suite 550, Denver, CO 80237)
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Country of Citizenship
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Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than an AGA Entity)
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Ludwig Eybers
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South Africa
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Director (& Chief Operating Officer: International of AngloGold Ashanti Limited)
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Timothy Thompson
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U.S.A.
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Director & President
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Marcelo Ortiz de Zarate
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U.S.A.
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Director & Vice President
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Wayne Chancellor
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U.S.A.
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Vice President & Secretary
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Katie Burritt
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U.S.A.
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Treasurer
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Name (and business address where not 4601 DTC Boulevard, Suite 550, Denver, CO 80237)
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Country of Citizenship
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Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than an AGA Entity)
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Michael Birkhead
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U.S.A.
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Director (& Senior Vice President: Business Improvement and ICE of AngloGold Ashanti Limited)
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Timothy Thompson
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U.S.A.
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Director & President
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Marcelo Ortiz de Zarate
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U.S.A.
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Director & Vice President
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Wayne Chancellor
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U.S.A.
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Vice President & Secretary
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Katie Burritt
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U.S.A.
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Treasurer
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Name (and business address where not 4601 DTC Boulevard, Suite 550, Denver, CO 80237)
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Country of Citizenship
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Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than an AGA Entity)
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Timothy Thompson
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U.S.A.
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Director & President
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Marcelo Ortiz de Zarate
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U.S.A.
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Director
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Wayne Chancellor
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U.S.A.
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Vice President & Secretary
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Katie Burritt
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U.S.A.
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Treasurer
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Korey Christensen
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U.S.A.
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Assistant Secretary
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Name (and business address where not Suite 1700, Park Place, 666 Burrard Street, Vancouver BC V6C 2X8 Canada)
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Country of Citizenship
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Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than an AGA Entity)
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Robert Hayes
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United Kingdom
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Director (& Group Treasurer of AngloGold Ashanti Limited)
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Timothy Thompson
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U.S.A.
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Director & President
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Wayne Chancellor
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U.S.A.
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Vice President & Secretary
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Katie Burritt
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U.S.A.
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Treasurer
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