Under the terms of the Arrangement, shareholders of Corvus (other than the AGA Group) will receive C$4.10 in cash per Corvus Share
AngloGold Ashanti Limited (“AngloGold Ashanti”) (JSE: ANG, NYSE: AU) and Corvus Gold Inc. (“Corvus” or the “Company”) (TSX: KOR, NASDAQ: KOR) are pleased to announce the successful completion of the previously announced plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”) between Corvus, 1323606 B.C. Unlimited Liability Company (the “Purchaser”) and AngloGold Ashanti Holdings plc (the “Guarantor”). The Purchaser is an indirect wholly owned subsidiary of AngloGold Ashanti and the Guarantor is a direct wholly owned subsidiary of AngloGold Ashanti. Pursuant to the arrangement agreement, dated as of September 13, 2021, by and among Corvus, the Purchaser and the Guarantor, the Purchaser, among other things, acquired the remaining 80.5% of the outstanding common shares of Corvus (the “Corvus Shares”) not already owned by AngloGold Ashanti and its affiliates (collectively, the “AGA Group”).
As previously announced, the Arrangement was overwhelmingly approved by Corvus shareholders and optionholders at a special meeting held on January 6, 2022. On January 11, 2022, the Company obtained the final order from the Supreme Court of British Columbia approving the Arrangement.
Under the terms of the Arrangement, shareholders of Corvus (other than the AGA Group) will receive C$4.10 in cash per Corvus Share.
Alberto Calderon, AngloGold Ashanti’s CEO and Executive Director said “The acquisition of Corvus provides AngloGold Ashanti with compelling, district-wide consolidation in Nevada. The combination of Corvus’ assets along with our own neighbouring targets, including Silicon, Merlin and Rhyolite, provides the opportunity for the Beatty District to become a potential Tier 1 asset with first production in approximately the next three years. We look forward to further engagement with local stakeholders as we develop the Beatty District.”
Jeffrey Pontius, President and CEO of Corvus, said “We are delighted to close the transaction with AngloGold Ashanti, achieving our strategic goal for the Company of value creation for the Corvus shareholders. AngloGold Ashanti’s long history of success and responsible exploration, development, mine building and operations will further augment the exceptional discoveries at the North Bullfrog and Mother Lode projects. I would like to thank the shareholders for their overwhelming support throughout the years and the whole team at Corvus. Today is a culmination of a very successful journey at Corvus.”
As previously announced, AngloGold Ashanti intends to cause the amalgamated entity to delist its shares from the Toronto Stock Exchange and has submitted applications to the relevant securities regulatory authorities in Canada to cease to be a reporting issuer.
In connection with the closing of the Arrangement, in coordination with the Nasdaq Capital Market (the “NASDAQ”), a Form 25 relating to the delisting of the amalgamated entity’s shares will be filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 18, 2022 and trading in the amalgamated entity’s shares will be suspended on the NASDAQ on January 18, 2022. The amalgamated entity expects the delisting of its shares to become effective 10 days following the filing, or January 28, 2022. The anticipated effective date may be delayed if the SEC postpones the effectiveness of the application to delist for other reasons. Concurrent with the delisting from Nasdaq, the amalgamated entity intends to file a Form 15 with the SEC to terminate the registration of its shares under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and to suspend its reporting obligations with the SEC under the Exchange Act. The amalgamated entity expects that its obligation to file reports with the SEC will be suspended immediately upon the filing of the Form 15. The amalgamated entity reserves the right to delay the filing of the Form 25 or Form 15 or withdraw either form for any reason prior to its effectiveness.
Source: Company Press Release