0000950157-21-000759.txt : 20210713 0000950157-21-000759.hdr.sgml : 20210713 20210713112249 ACCESSION NUMBER: 0000950157-21-000759 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 21 FILED AS OF DATE: 20210713 DATE AS OF CHANGE: 20210713 GROUP MEMBERS: ANGLOGOLD ASHANTI (U.S.A.) EXPLORATION INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Corvus Gold Inc. CENTRAL INDEX KEY: 0001507964 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-90047 FILM NUMBER: 211087101 BUSINESS ADDRESS: STREET 1: 1750 - 700 WEST PENDER STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 1G8 BUSINESS PHONE: 604-638-3246 MAIL ADDRESS: STREET 1: 1750 - 700 WEST PENDER STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 1G8 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANGLOGOLD ASHANTI LTD CENTRAL INDEX KEY: 0001067428 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 76 RAHIMA MOOSA STREET STREET 2: NEWTOWN (POB 62117, MARSHALLTOWN 2107) CITY: JOHANNESBURG 2001 STATE: T3 ZIP: 00000 BUSINESS PHONE: 270116376000 MAIL ADDRESS: STREET 1: 76 RAHIMA MOOSA STREET STREET 2: NEWTOWN (POB 62117, MARSHALLTOWN 2107) CITY: JOHANNESBURG 2001 STATE: T3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: ANGLOGOLD LTD DATE OF NAME CHANGE: 19980803 SC 13D 1 sc13d.htm




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934


CORVUS GOLD INC.
(Name of Issuer)
 
Common Shares
(Title of Class of Securities)
 
221013105
(CUSIP Number)
 
Kandimathie Christine Ramon
AngloGold Ashanti Limited
76 Rahima Moosa Street, Newtown, Johannesburg, 2001
(P.O. Box 62117, Marshalltown, 2107)
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
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
July 13, 2021
(Date of Event which Requires Filing of this Statement)

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 ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






CUSIP No. 221013105

1
NAMES OF REPORTING PERSONS
 
 
 AngloGold Ashanti Limited
 
 
 
 
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
 
 
 South Africa
 
 
 
 
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)
 
 
 HC, CO
 
 
 
 

(1)          Percentage ownership is based on an aggregate number of 126,811,970 common shares of the Issuer outstanding as of April 7, 2021, as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2021, filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2021.



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
 
 
 
 

(1)          Percentage ownership is based on an aggregate number of 126,811,970 common shares of the Issuer outstanding as of April 7, 2021, as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2021, filed with the SEC on April 8, 2021.




This Statement on Schedule 13D is filed with respect to 24,774,949 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 the aforementioned wholly owned subsidiaries of AGA are collectively referred to herein as the “AGA Entities”. 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.




ITEM 1. SECURITY AND ISSUER

The class of equity securities to which this statement relates is the common shares, no par value, of the Issuer (the “Corvus Shares”). The name of the Issuer is Corvus Gold Inc. and the principal executive office of the Issuer is located at Suite 1750 - 700 West Pender Street, Vancouver, British Columbia, Canada V6C 1G8.


ITEM 2. IDENTITY AND BACKGROUND

(a) - (c) This statement is being filed jointly by AGA (U.S.A.) Exploration and AGA (together, the “Reporting Persons”). An agreement among the Reporting Persons that this Statement on Schedule 13D be filed on behalf of each of them is attached hereto as Exhibit 99.1.

The name, state or other place of organization and address of the principal office of each of the Reporting Persons and the other AGA Entities are set forth on Schedule A attached hereto and are incorporated herein by reference. The AGA Entities operate an independent, global gold mining business with a diverse portfolio of operations, projects and exploration activities across nine countries on four continents.

The name, citizenship, business address, present principal occupation or employment, and the name, business address and principal business of any corporation or other organization in which such employment is conducted, of each director and executive officer of the AGA Entities (collectively referred to herein as the “AGA Directors and Officers”) are set forth on Schedule B attached hereto and incorporated herein by reference.

(d) During the last five years, none of the AGA Entities nor, to the knowledge of the Reporting Persons, any of the AGA Directors and Officers, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the AGA Entities nor, to the knowledge of the Reporting Persons, any of the AGA Directors and Officers, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On August 26, 2010, AGA (U.S.A.) Exploration acquired a significant equity stake in the Issuer when it was spun out from International Tower Hill Mines Ltd., in which AGA (U.S.A.) Exploration was at the time a significant shareholder. Since the registration of the Corvus Shares pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on May 29, 2015, AGA (U.S.A.) Exploration has participated in a series of equity financings of the Issuer as described below.

On March 11, 2016, AGA (U.S.A.) Exploration subscribed for and purchased 2,500,000 Corvus Shares at a price of C$0.70 per Corvus Share, for an aggregate purchase price of approximately C$1.8 million, pursuant to a subscription agreement dated as of such date between the Issuer and AGA (U.S.A.) Exploration (the “First Subscription Agreement”).

On December 7, 2017, AGA (U.S.A.) Exploration subscribed for and purchased 1,574,803 Corvus Shares at a price of C$1.27 per Corvus Share, for an aggregate purchase price of approximately C$2.0 million, pursuant to a subscription agreement dated as of such date between the Issuer and AGA (U.S.A.) Exploration (the “Second Subscription Agreement”).

On June 5, 2018, AGA (U.S.A.) Exploration subscribed for and purchased 1,730,770 Corvus Shares at a price of C$2.60 per Corvus Share, for an aggregate purchase price of approximately C$4.5 million, pursuant to a subscription agreement dated as of such date between the Issuer and AGA (U.S.A.) Exploration (the “Third Subscription Agreement”).




On June 29, 2018, Coeur Mining Inc. sold and AGA (U.S.A.) Exploration acquired 682,000 Corvus Shares at an aggregate purchase price of approximately C$1.6 million (approximately C$2.37 per Corvus Share), pursuant to a purchase and sale agreement dated as of such date between Coeur Mining Inc. and AGA (U.S.A.) Exploration (the “2018 Purchase and Sale Agreement”).

On December 20, 2018, AGA (U.S.A.) Exploration subscribed for and purchased 800,000 Corvus Shares at a price of C$2.60 per Corvus Share, for an aggregate purchase price of approximately C$2.1 million, pursuant to a subscription agreement dated as of such date between the Issuer and AGA (U.S.A.) Exploration (the “Fourth Subscription Agreement”).

On August 19, 2019, AGA (U.S.A.) Exploration subscribed for and purchased 500,000 Corvus Shares at a price of C$2.60 per Corvus Share, for an aggregate purchase price of approximately C$1.3 million, pursuant to a subscription agreement dated as of such date between the Issuer and AGA (U.S.A.) Exploration (the “Fifth Subscription Agreement” and together with the First Subscription Agreement, the Second Subscription Agreement, the Third Subscription Agreement, the 2018 Purchase and Sale Agreement and the Fourth Subscription Agreement, the “Purchase Agreements”).

On October 7, 2019, AGA (U.S.A.) Exploration purchased 2,288,500 Corvus Shares, in connection with the Issuer’s public offering of 10,000,000 Corvus Shares pursuant to a prospectus supplement dated October 3, 2019 filed with the SEC, at a price of C$2.00 per Corvus Share, for an aggregate purchase price of approximately C$4.6 million.

All purchases described above were for cash and the source of funds for such purchases was working capital of the AGA Group. No part of such funds was borrowed from third parties.


ITEM 4. PURPOSE OF TRANSACTION

On August 26, 2010, AGA (U.S.A.) Exploration acquired a significant equity stake in the Issuer when it was spun out from International Tower Hill Mines Ltd., in which AGA (U.S.A.) Exploration was at the time a significant shareholder. On August 30, 2010, the Corvus Shares were listed on the Toronto Stock Exchange. On May 29, 2015, the Issuer registered its common shares pursuant to Section 12(g) of the Exchange Act, at which time the Reporting Persons beneficially owned 14,698,876 Corvus Shares representing 18.3% of the Issuer’s outstanding share capital. Since May 2015, AGA (U.S.A.) Exploration has participated in a series of equity financings of the Issuer as further described in Item 3. On August 10, 2020, the Corvus Shares were registered pursuant to Section 12(b) of the Exchange Act and listed on The Nasdaq Stock Market (“Nasdaq”). As of the date hereof, the Reporting Persons beneficially own 24,774,949 Corvus Shares representing 19.5% of the Issuer’s outstanding share capital.

On December 4, 2017, AGA (U.S.A.) Exploration entered into a confidentiality agreement (the “Confidentiality Agreement”) with Corvus Gold Nevada Inc. (“Corvus Nevada”) with an initial one-year term in order to have access to and review confidential and proprietary information in relation to Corvus Nevada and its affiliates as well as the North Bullfrog, Mother Lode and other exploration assets owned by the Issuer and its subsidiaries (the “Corvus Group”) located in southern Nevada’s Beatty District, as described in greater detail in Item 6. The term of the Confidentiality Agreement has been extended on an annual basis by the parties following the expiry of its initial term. Under the Confidentiality Agreement, the AGA Group may not, among other things, increase its equity stake in the Issuer beyond 20% of the Issuer’s outstanding share capital, acquire any assets of the Corvus Group or engage in any extraordinary transaction in respect of the Corvus Group or its securities or assets, without the consent of the Board of Directors of Corvus Nevada.

On May 4, 2021, AGA North America entered into a US$20.0 million unsecured loan and guaranty agreement (the “Loan Agreement”) with certain members of the Corvus Group to fund the ongoing permitting and pre-development work at the Corvus Group’s North Bullfrog project as well as ongoing exploration at its Mother Lode and Lynnda Strip projects, as further described in Item 6. The Loan Agreement provides for certain exclusivity arrangements in favor of AGA North America for a period of 90 days, which can be extended to 120 days under certain circumstances. Following the signing of the Loan Agreement, the AGA Group commenced a due diligence review of the Corvus Group and its assets and liabilities.




On July 13, 2021, AGA submitted a non-binding proposal (the “Proposal Letter”) to the Board of Directors of the Issuer proposing a transaction whereby AngloGold Ashanti Holdings plc (“AGAH”) would acquire all of the issued and outstanding Corvus Shares (other than the Corvus Shares currently beneficially owned by the AGA Group) in exchange for consideration of C$4.00 per Corvus Share payable in cash (the “Proposed Transaction”). As described in the Proposal Letter, the Proposed Transaction is subject to a number of conditions, including, among other matters, the satisfactory completion of confirmatory due diligence, the negotiation and execution of mutually acceptable definitive transaction documents, and the formal approval of the Proposed Transaction by the Boards of Directors of AGA, AGAH and the Issuer. No assurances can be given that a definitive agreement with respect to the Proposed Transaction will be entered into, as to the final terms of any agreed transaction or that a transaction will be consummated.

On July 13, 2021, AGA also issued a press release (the “Press Release”) in connection with the Proposal Letter.

The Proposed Transaction could result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including a plan of arrangement or other extraordinary transaction involving the Issuer, the delisting of the Issuer’s securities from Nasdaq, and a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. One or more members of the AGA Group are expected to take actions in furtherance of the proposal contained in the Proposal Letter or any amendment thereof.

The AGA Group may (subject to compliance with the Confidentiality Agreement) at any time, or from time to time, acquire additional Corvus Shares or dispose of their Corvus Shares; propose, pursue, or choose not to pursue the Proposed Transaction; change the terms of the Proposed Transaction, including the price, form of consideration, conditions, or scope of the transaction; take any action in or out of the ordinary course of business to facilitate or increase the likelihood of consummation of the Proposed Transaction; otherwise seek control or seek to influence the management and policies of the Issuer; or change their intentions with respect to any such matters.

While the proposal contained in the Proposal Letter remains under consideration or negotiation by the Issuer and its Board of Directors, the AGA Group may respond to inquiries from, and negotiate the terms of the Proposed Transaction with, the Issuer and its Board of Directors or their respective representatives or other shareholders of the Issuer. These negotiations may include changes to the terms of the Proposed Transaction. The AGA Group does not intend to update disclosures in this Statement on Schedule 13D regarding the Proposed Transaction until a definitive agreement has been reached, or unless disclosure is otherwise required under applicable U.S., Canadian or South African securities laws.

The Proposal Letter provides that it is not an offer and is not intended to bind the parties or create any legally binding obligations on any party and that no binding agreement will exist unless and until such time as due diligence has been completed, relevant approvals from the Boards of Directors of AGA, AGAH and the Issuer have been obtained and mutually acceptable definitive transaction documentation has been executed and delivered. No binding obligation on the part of the Reporting Persons or any of their respective affiliates with respect to the Proposed Transaction will arise by reason of the filing of this Statement on Schedule 13D.

Other than as described above and in the Proposal Letter, none of the Reporting Persons has any plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D, although they and their affiliates reserve the right to formulate such plans or proposals in the future. If the Proposed Transaction is not consummated, AGA and its affiliates will continue to regularly review and assess their investment in the Issuer and depending on market conditions and other factors may determine, from time to time, to engage in any of the events set forth in clauses (a) through (j) of Item 4 of Schedule 13D.

The foregoing descriptions of the Confidentiality Agreement (and any amendments thereto), the Loan Agreement, the Proposal Letter and the Press Release do not purport to be complete and are qualified in their entirety by the full terms and conditions of the Confidentiality Agreement (and any amendments thereto), the Loan Agreement, the Proposal Letter and the Press Release, as applicable, which are filed herewith as Exhibits 99.2 to 99.5, Exhibit 99.12, Exhibit 99.13 and Exhibit 99.14, respectively, and are incorporated herein by reference.




ITEM 5. INTEREST IN SECURITIES OF THE ISSUER


(a)
See items 7 through 13 on the cover pages to this Statement on Schedule 13D. AGA (U.S.A.) Exploration 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. AGA 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 AGA (U.S.A.) Exploration. The Corvus Shares comprise approximately 19.5% of the outstanding common shares of the Issuer (based on an aggregate number of 126,811,970 common shares of the Issuer outstanding as of April 7, 2021, as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2021, filed with the SEC on April 8, 2021).


(b)
See items 7 through 13 on the cover pages to this Statement on Schedule 13D. AGA (U.S.A.) Exploration has power both to dispose of and exercise the voting rights attributable to the Corvus Shares. AGA may be deemed to control AGA (U.S.A.) Exploration and therefore share voting power and investment power with respect to the Corvus Shares. See Item 2 of this Statement on Schedule 13D for information on the AGA Entities.


(c)
None of the Reporting Persons has effected any transaction in Corvus Shares during the last 60 days.


(d)
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.


(e)
Not applicable.

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

AGA (U.S.A.) Exploration and Corvus Nevada are parties to the Confidentiality Agreement. Pursuant to, and on the terms and conditions of, the Confidentiality Agreement AGA (U.S.A.) Exploration has access to and may review confidential and proprietary information in relation to Corvus Nevada and its affiliates as well as the Corvus Group’s North Bullfrog, Mother Lode and other exploration assets located in southern Nevada’s Beatty District and such information may only be used for the purpose of assessing the desirability of a possible transaction with the Corvus Group in respect of some or all of its assets or securities and for no other purpose or in any way that is detrimental to the Corvus Group or its assets. The Confidentiality Agreement also contains a standstill provision pursuant to which, the AGA Group may not, among other things, increase its equity stake in the Issuer beyond 20% of the Issuer’s outstanding share capital, acquire any assets of the Corvus Group or engage in any extraordinary transaction in respect of the Corvus Group or its securities or assets, without the consent of the Board of Directors of Corvus Nevada. The Confidentiality Agreement had an initial one-year term and has been amended and extended by agreements dated as of December 4, 2018, December 4, 2019 and December 1, 2020. Without further extension, the Confidentiality Agreement will terminate on December 1, 2021, unless terminated earlier.

The Issuer and AGA (U.S.A.) Exploration are parties to the First Subscription Agreement dated as of March 11, 2016, pursuant to which AGA (U.S.A.) Exploration subscribed for and purchased 2,500,000 Corvus Shares at a price of C$0.70 per Corvus Share, for an aggregate purchase price of approximately C$1.8 million.

The Issuer and AGA (U.S.A.) Exploration are parties to the Second Subscription Agreement dated as of December 7, 2017, pursuant to which AGA (U.S.A.) Exploration subscribed for and purchased 1,574,803 Corvus Shares at a price of C$1.27 per Corvus Share, for an aggregate purchase price of approximately C$2.0 million.




The Issuer and AGA (U.S.A.) Exploration are parties to the Third Subscription Agreement dated as of June 5, 2018, pursuant to which AGA (U.S.A.) Exploration subscribed for and purchased 1,730,770 Corvus Shares at a price of C$2.60 per Corvus Share, for an aggregate purchase price of approximately C$4.5 million.

AGA (U.S.A.) Exploration and Coeur Mining Inc. are parties to the 2018 Purchase and Sale Agreement, dated as of June 29, 2018, pursuant to which Coeur Mining Inc. sold and AGA (U.S.A.) Exploration acquired 682,000 Corvus Shares at an aggregate purchase price of approximately C$1.6 million (approximately C$2.37 per Corvus Share).

The Issuer and AGA (U.S.A.) Exploration are parties to the Fourth Subscription Agreement dated as of December 20, 2018, pursuant to which AGA (U.S.A.) Exploration subscribed for and purchased 800,000 Corvus Shares at a price of C$2.60 per Corvus Share, for an aggregate purchase price of approximately C$2.1 million.

The Issuer and AGA (U.S.A.) Exploration are parties to the Fifth Subscription Agreement dated as of August 19, 2019, pursuant to which AGA (U.S.A.) Exploration subscribed for and purchased 500,000 Corvus Shares at a price of C$2.60 per Corvus Share, for an aggregate purchase price of approximately C$1.3 million.

AGA North America and the Issuer, inter alios, are parties to the Loan Agreement. Pursuant to, and on the terms and conditions of, the Loan Agreement:


AGA North America will lend up to US$20.0 million to Corvus Gold (USA) Inc. (“Corvus USA”), with the obligations of Corvus USA under the Loan Agreement guaranteed by the Issuer, in the form of an initial loan amount of US$5.0 million with the remaining amount to be funded upon receipt of subsequent draw requests made by Corvus USA, in its sole discretion, at any time prior to the loan repayment date in amounts less than or equal to US$5.0 million;


AGA North America funded to Corvus USA (i) an initial loan amount of US$5.0 million upon execution of the Loan Agreement, and (ii) an additional US$5.0 million of the loan amount following receipt of a subsequent draw request dated June 22, 2021;


the loan will bear interest at the rate of 1.10725% based on a year consisting of 365 days (or 366 days in the event of a leap year), with interest computed daily based on the actual number of days elapsed with interest beginning to accrue 180 days after the execution date of the Loan Agreement;


a minimum of 70% of the funds loaned must be spent on costs directly associated with permitting, constructing or operating the North Bullfrog, Mother Lode or Lynnda Strip projects;


the loan is subject to repayment: (A) upon the earliest to occur of (i) the date that is one year after the execution date of the Loan Agreement, (ii) the receipt of all material federal, state and local permits and approvals required for the construction of any of the North Bullfrog, Mother Lode or Lynnda Strip projects, (iii) the sale or other transfer of those projects or certain mining assets and (iv) any change of control, in each case, in the circumstances described in the Loan Agreement, and (B) upon notice following any event of default under the Loan Agreement; and


certain exclusivity arrangements are in place in favor of AGA North America for a period of 90 days from the execution date of the Loan Agreement, which can be extended to 120 days under certain circumstances.

The foregoing descriptions are summaries of the material terms of the Confidentiality Agreement (and any amendments thereto), the Purchase Agreements and the Loan Agreement. As a result, such descriptions do not purport to be complete and are qualified in their entirety by the full terms and conditions of the Confidentiality Agreement (and any amendments thereto), the Purchase Agreements and the Loan Agreement, as applicable, which are filed herewith as Exhibits 99.2 to 99.5, Exhibits 99.6 to 99.11 and Exhibit 99.12, respectively, and are incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 99.1

Joint Filing Agreement dated as of July 13, 2021, between the Reporting Persons (filed herewith).
     
Exhibit 99.2

Confidentiality Agreement, dated as of December 4, 2017, between AGA (U.S.A.) Exploration and the Issuer (filed herewith).
     
Exhibit 99.3

Confidentiality Agreement Amendment, dated as of December 4, 2018, between AGA (U.S.A.) Exploration and the Issuer (filed herewith).
     
Exhibit 99.4

Confidentiality Agreement Amendment, dated as of December 4, 2019, between AGA (U.S.A.) Exploration and the Issuer (filed herewith).
     
Exhibit 99.5

Confidentiality Agreement Amendment, dated as of December 1, 2020, between AGA (U.S.A.) Exploration and the Issuer (filed herewith).
     
Exhibit 99.6

Subscription Agreement, dated as of March 11, 2016, between AGA (U.S.A.) Exploration and the Issuer (filed herewith).
     
Exhibit 99.7

Subscription Agreement, dated as of December 7, 2017, between AGA (U.S.A.) Exploration and the Issuer (filed herewith).
     
Exhibit 99.8

Subscription Agreement, dated as of June 5, 2018, between AGA (U.S.A.) Exploration and the Issuer (filed herewith).
     
Exhibit 99.9

Purchase and Sale Agreement, dated as of June 29, 2018, between Coeur Mining Inc. and AGA (U.S.A.) Exploration (filed herewith).
     
Exhibit 99.10

Subscription Agreement, dated as of December 20, 2018, between AGA (U.S.A.) Exploration and the Issuer (filed herewith).
     
Exhibit 99.11

Subscription Agreement, dated as of August 19, 2019, between AGA (U.S.A.) Exploration and the Issuer (filed herewith).
     
Exhibit 99.12

Unsecured Loan and Guaranty Agreement dated as of May 4, 2021, among, inter alios, AGA North America, Corvus USA and the Issuer (filed herewith).
     
Exhibit 99.13

Proposal Letter, dated as of July 13, 2021, from AGA and AGAH (filed herewith).
     
Exhibit 99.14

Press Release, dated as of July 13, 2021 (filed herewith).
     




SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.


Date: July 13, 2021

  AngloGold Ashanti Limited  
       

By:
  /s/ Kandimathie Christine Ramon  
    Name:
Kandimathie Christine Ramon
 
    Title: Interim Chief Executive Officer & Executive Director  
       

  AngloGold Ashanti (U.S.A.) Exploration Inc.  
       

By:
  /s/ Timothy Thompson  
    Name:
Timothy Thompson
 
    Title:
Director & President
 
       





SCHEDULE A
AGA ENTITIES

AGA Entity
 
Name, state or other place of
organization
 
Address of the principal office
         
AngloGold Ashanti Limited
 
South Africa
 
76 Rahima Moosa Street, Newtown, Johannesburg, 2001, South Africa
         
AngloGold Ashanti USA Incorporated
 
Delaware
 
4601 DTC Boulevard, Suite 550, Denver, CO 80237
         
AngloGold Ashanti North America Inc.
 
Colorado
 
4601 DTC Boulevard, Suite 550, Denver, CO 80237
         
AngloGold Ashanti (U.S.A.) Exploration Inc.
 
Delaware
 
4601 DTC Boulevard, Suite 550, Denver, CO 80237
         
 




SCHEDULE B
AGA DIRECTORS AND OFFICERS

The name, country of citizenship and current principal occupation or employment of each of the AGA Directors and Officers are set forth below. Unless otherwise indicated in the tables below each occupation set forth opposite an individual’s name refers to a position with an AGA Entity.

AngloGold Ashanti Limited

Name (and business address where not 76 Rahima Moosa Street, Newtown, Johannesburg, 2001, South Africa)
Country of Citizenship
Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than an AGA Entity)
Kandimathie Christine Ramon
South Africa
Executive Director & Interim Chief Executive Officer
Alberto Calderon
Colombia
Incoming Chief Executive Officer (effective September 1, 2021)
Albert Garner
U.S.A.
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
Rhidwaan Gasant
South Africa
Independent Non-Executive Director
Nelisiwe Magubane
South Africa
Independent Non-Executive Director
Maria Ramos
South Africa
Independent Non-Executive Director
Maria Richter
Panama, U.S.A.
Independent Non-Executive Director
Alan Ferguson
United Kingdom
Independent Non-Executive Director
Jochen Tilk
Canada
Independent Non-Executive Director
Kojo Busia
Ghana
Independent Non-Executive Director
Lizelle Marwick
South Africa
Executive Vice President: General Counsel
Graham Ehm
Australia
Executive Vice President: Group Planning & Technical
Ludwig Eybers
South Africa
Chief Operating Officer: International
Sicelo Ntuli
South Africa
Chief Operating Officer: Africa Region
Stewart Bailey
South Africa, United Kingdom
Executive Vice President: Corporate Affairs
Ian Kramer
South Africa
Interim Chief Financial Officer


AngloGold Ashanti USA Incorporated

Name (and business address where not 4601 DTC Boulevard, Suite 550, Denver, CO 80237)
Country of Citizenship
Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than an AGA Entity)
Timothy Thompson
U.S.A.
Director & President
Marcelo Ortiz de Zarate
U.S.A.
Director & Vice President
Wayne Chancellor
U.S.A.
Vice President & Secretary
Katie Burritt
U.S.A.
Treasurer




AngloGold Ashanti North America Inc.

Name (and business address where not 4601 DTC Boulevard, Suite 550, Denver, CO 80237)
Country of Citizenship
Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than an AGA Entity)
Ludwig Eybers
South Africa
Director (& Chief Operating Officer: International of AngloGold Ashanti Limited)
Timothy Thompson
U.S.A.
Director & President
Marcelo Ortiz de Zarate
U.S.A.
Director & Vice President
Wayne Chancellor
U.S.A.
Vice President & Secretary
Katie Burritt
U.S.A.
Treasurer


AngloGold Ashanti (U.S.A.) Exploration Inc.

Name (and business address where not 4601 DTC Boulevard, Suite 550, Denver, CO 80237)
Country of Citizenship
Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than an AGA Entity)
Michael Birkhead
U.S.A.
Director (& Senior Vice President: Business Improvement and ICE of AngloGold Ashanti Limited)
Timothy Thompson
U.S.A.
Director & President
Marcelo Ortiz de Zarate
U.S.A.
Director & Vice President
Wayne Chancellor
U.S.A.
Vice President & Secretary
Katie Burritt
U.S.A.
Treasurer



EX-99.1 2 ex99-1.htm

Exhibit 99.1


Joint Filing Agreement

This JOINT FILING AGREEMENT, dated as of July 13, 2021 (the “Agreement”) is between AngloGold Ashanti Limited and AngloGold Ashanti (U.S.A.) Exploration Inc. (together, the “Joint Filers”).

In accordance with Rule 13(d)-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the Joint Filers hereby agrees to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) on its behalf with respect to common shares, no par value, of Corvus Gold Inc. and that this Agreement may be included as an exhibit to such joint filing.

Each of the Joint Filers further agrees that each Joint Filer is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto insofar as it relates to such Joint Filer’s obligation under Section 13(d) of the Exchange Act, and for the accuracy and completeness of the information concerning such Joint Filer contained therein, provided, however, that no Joint Filer is responsible for the accuracy or completeness of the information concerning the other Joint Filer, unless such Joint Filer knows or has reason to believe that such information is inaccurate. Each Joint Filer shall be entitled to file, separately from the other Joint Filer, any amendments to the information concerning such Joint Filer that it shall deem necessary or desirable.

This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.


[Signature Page Follows]




IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 13th day of July, 2021.



  AngloGold Ashanti Limited  
       

By:
  /s/ Kandimathie Christine Ramon  
    Name:
Kandimathie Christine Ramon
 
    Title: Interim Chief Executive Officer & Executive Director  
       

  AngloGold Ashanti (U.S.A.) Exploration Inc.  
       

By:
  /s/ Timothy Thompson  
    Name:
Timothy Thompson
 
    Title:
Director & President
 
       



EX-99.2 3 ex99-2.htm
Exhibit 99.2

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (Agreement) is made this 4 day of December, 2017 between CORVUS GOLD NEVADA INC., a Nevada corporation, located at 9088 Ridgeline Blvd., Ste. 103 Highlands Ranch, Colorado 80129, USA (“Corvus”) and AngloGold Ashanti (USA) Exploration Inc., a Delaware corporation, having its principal place of business at 6300 South Syracuse Way, Suite 500, Centennial, CO 80111 USA (the “Viewer”).

WHEREAS the Viewer has expressed an interest in acquiring further knowledge about Corvus, Corvus’ North Bullfrog Property defined in Exhibit A (the “Property”) and Corvus’ Affiliates (as defined below), and in so doing the Viewer and/or its Affiliates, together with their respective directors, officers, employees, representatives, consultants, contractors, advisors and agents (collectively, the “Viewer Representatives”) will be reviewing information and documentation supplied to it by Corvus and/or its Affiliates and by their respective directors, officers, employees, representatives, consultants, contractors, advisors and agents (collectively, the “Corvus Representatives”), may be visiting one or more of the properties of Corvus and/or its Affiliates (including the Property), and may engage in discussions with respect to Corvus and its Affiliates with the Corvus Representatives and, in the course of such reviews, visits and discussions, the Viewer will be provided with, have access to, be entrusted with, and made aware of confidential and proprietary information regarding Corvus and its Affiliates, including their businesses and affairs and the results of work on their properties (including the Property). “Affiliates” means in relation to either of the parties, an entity (whether incorporated or unincorporated) which controls, is controlled by or is under common control with such party, whether directly or indirectly. For this purpose, “control” means the direct or indirect ownership of more than 50% of the voting interests in the entity concerned and/or the ability to appoint the majority of the board of directors of such entity and/or the ability to control, manage or influence, in fact, the business and affairs of such entity.

NOW THEREFORE THE PARTIES AGREE THAT, in consideration of Corvus providing the Viewer, its Affiliates and the Viewer Representatives with access to such confidential and proprietary information, all on the terms and conditions set forth herein, the Viewer, on its own behalf and as authorized agent for its Affiliates and the Viewer Representatives, covenants and agrees with Corvus as follows:

ARTICLE 1 - NATURE OF INFORMATION

1.1
This Agreement applies to all information and materials, whether tangible or intangible, in physical, written, oral, photographic or electronic form, and whether or not noted thereon to be, or otherwise identified as being, confidential or proprietary to Corvus and/or its Affiliates, and whether provided before, on or after the date hereof, pertaining or with respect to the business and affairs of Corvus and its Affiliates, (including, without limitation, information concerning their respective businesses, corporate status, assets, operations, activities, prospects, plans, processes, technical information, know-how, trade secrets and financial and strategic information), the identification, nature, ownership, title and attributes of any property (including the Property) and the exploration for, extraction and selling of minerals and metals from any property (including the Property), (including, without limitation, all data, records, reports, field notes, assay results, projections, geological models, geological, geophysical and geochemical surveys, sections, drill logs, calculations, resource estimates, maps, charts, photographs, samples and sample pulps, core, scoping, pre-feasibility and feasibility studies, financial projections, metallurgical studies, title documents and agreements, specifications and drawings) (collectively, the “Information”), except that this Agreement will not apply to, and “Information” will not include:



(a)
information which, as at the date hereof, has been generally disclosed in the public domain;


(b)
information which, after the date hereof, is published or otherwise becomes part of the public domain through no fault, action or inaction of the Viewer, its Affiliates or any of the Viewer Representatives;


(c)
information which the Viewer can prove was already in its possession (or in its Affiliates’ possession) prior to the date hereof and which was not acquired by the Viewer or its Affiliates, directly or indirectly, from Corvus or its Affiliates or anyone known by Viewer, after reasonable enquiry, to be under an obligation of confidentiality to Corvus or its Affiliates;


(d)
information received by the Viewer, its Affiliates or their Representatives without restriction as to disclosure from a third party who has the lawful right to disclose the same; or


(e)
information which the Viewer can prove was independently developed by the Viewer, its Affiliates or any of the Viewer Representatives without any reliance on information other than that referred to in (a) to (d) above.

If there is any uncertainty as to whether any information is Information, that information must be treated as Information unless Corvus notifies the Viewer in writing to the contrary. If the Viewer claims that information is not Information because it is excluded information under the definition of Information in this Article 1, the Viewer must reasonably demonstrate that the information is excluded under that definition. Failing such reasonable proof, as reasonably agreed to by Corvus, the information must be treated as Information.

ARTICLE 2 - AGREEMENT TO KEEP INFORMATION CONFIDENTIAL

2.1
The Viewer acknowledges the valuable, confidential and proprietary nature of the Information and will hold and keep all Information in strict confidence and will not, and will ensure that none of its Affiliates or any of the Viewer Representatives will, disclose, publish, disseminate or dispose of, or permit or suffer to be disclosed, published, disseminated or disposed of, any Information to any person, provided, however, that:


(a)
Information may be disclosed to those of the Viewer’s Affiliates and the Viewer Representatives who need to know the Information for the Permitted Purpose (as defined in Section 3.1), all of whom will be directed and required by the Viewer to treat Information confidentially pursuant to this Agreement;
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(b)
the Viewer may disclose Information pursuant to the order of any government or judicial authority after giving as much prior notice to Corvus as reasonably possible, using all commercially reasonable efforts to seek confidential treatment of any disclosed Information, to the extent permitted by law, and marking Information to show that it is confidential to Corvus under the terms of this Agreement; and


(c)
any disclosure of Information may be made to which Corvus gives its prior written informed consent.

2.2
Upon written request, the Viewer shall deliver to Corvus a written record (which the Viewer shall maintain at all times) of the identity of all Affiliates and Viewer Representatives to whom it has disclosed the Information or who have been given access thereto by the Viewer and the location of all Information received by the Viewer, its Affiliates and the Viewer Representatives.

2.3
The Viewer shall:


(a)
make all reasonable, necessary and appropriate efforts to safeguard the Information against unauthorized or unlawful access and disclosure to anyone other than as permitted by this Agreement;


(b)
not copy or store any Information without the prior express written consent of Corvus (other than by standard electronic back-up system and except for such copies and storage as may reasonably be required internally by the Viewer, its Affiliates or the Viewer Representatives for the Permitted Purpose); and


(a)
in the event of any breach of this Agreement or any disclosure of any Information by the Viewer or any of its Affiliates or the Viewer Representatives other than as permitted by this Agreement (accidentally, inadvertently or otherwise), notify Corvus in writing of the nature of the breach or disclosure immediately following the discovery of the breach or disclosure.

ARTICLE 3 - USE OF INFORMATION

3.1
The Viewer, its Affiliates and the Viewer Representatives will use the Information only for the purpose of assessing the desirability of the Viewer or any of its Affiliates proposing and/or entering into a possible transaction (a “Possible Transaction”), with Corvus and/or its Affiliates concerning some or all of the assets (including the Property) or securities of Corvus and/or its Affiliates (the “Permitted Purpose”) and for no other purpose or in any way that is, directly or indirectly, detrimental to Corvus, its Affiliates, their businesses or assets or the Corvus Representatives. The Viewer acknowledges and agrees (and undertakes that its Affiliates and the Viewer Representatives will acknowledge and agree) that all Information will remain the property of Corvus and that no license or other rights to the Information is granted or is to be implied hereunder.
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ARTICLE 4 - AREA OF INTEREST

4.1
For a period of one (1) year from the date of this Agreement, none of:


(a)
the Viewer;


(b)
any of its subsidiaries, associates, Affiliates or entities over which it exercises control or direction, or which exercise control or direction over it; or


(c)
any of their respective directors, officers, employees, agents or representatives,

(regardless of whether such person is a director, officer, employee, representative, agent subsidiary, affiliate or associate, or is subject to or exercises such control or direction, on the date hereof) (collectively, the “Restricted Parties”) will, directly or indirectly, purchase, acquire an interest in, stake, lease, claim, option, joint venture or otherwise acquire any interest, or right to acquire any interest, whatsoever in any real property or any mineral concessions, leases, claims or other form of mineral rights whatsoever, any part of which


(a)
lies within the external boundaries of the North Bullfrog Property as defined in Exhibit A-Property, as at the date hereof;


(b)
or, within one (1) mile of the external boundaries of the North Bullfrog Property as defined in Exhibit A — Properties, as at the date hereof (the “Area of Interest”);


(c)
or which lies within the external boundaries of the claim groups (Mother Lode, MN and ME) comprising the Mother Lode Property as defined in Exhibit A-Properties, as at the date hereof.

ARTICLE 5 - STANDSTILL

5.1
The Viewer agrees that, for a period of one (1) year from the date hereof, the Restricted Parties (including any other person or entity formed or organized for the purpose of any transaction described below in which the Restricted Parties participate), shall not, without the prior written consent of the board of directors of Corvus, directly or indirectly, in any manner:


(a)
acquire, offer or make any proposal to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any securities of Corvus that would result in the Viewer (alone or together with any third party acting jointly or in concert therewith within the meaning of applicable securities laws) beneficially owning and/or having the right to exercise control or direction, directly or indirectly, over any class of securities of Corvus, that in aggregate, represents 10% or more of the votes that may be cast by shareholders of Corvus;
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(b)
acquire, offer or make any proposal to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any assets of Corvus or any of its Affiliates or direct or indirect rights to acquire any assets of Corvus or any of its Affiliates;


(c)
commence a take-over bid or exchange offer for any securities of Corvus;


(d)
seek or propose to influence or control the management or policies of Corvus, make or in any way participate, directly or indirectly, in any proxy contest with respect to the voting securities of Corvus or any solicitation of proxies to vote any voting securities of Corvus or seek to advise or influence any person or entity with respect to the voting of any voting securities of Corvus;


(e)
effect, seek, make any public announcement with respect to, or submit a proposal for or offer of (with or without conditions), any amalgamation, arrangement, merger or other business combination, restructuring, recapitalization, reorganization, liquidation, dissolution or other extraordinary transaction with respect to Corvus or any of its Affiliates or their respective securities or assets;


(f)
seek any modification to or waiver of the Viewer’s agreements and obligations under this Agreement;


(g)
enter into any discussions, negotiations, arrangements or understandings with any third party (other than Corvus and its Affiliates) with respect to any of the foregoing, or otherwise form, join or in any way engage in discussions relating to the formation or, or participate in, a group in connection with any of the foregoing;


(h)
make any public announcement with respect to the foregoing, except as may be required by applicable law or regulatory authorities;


(i)
take any initiative with respect to Corvus or its Affiliates that would reasonably be expected to require Corvus or its Affiliates to make a public announcement; or


(j)
knowingly assist, advise, encourage or agree, discuss, negotiate or otherwise act in concert with, any person in doing any of the foregoing (including by providing or arranging any financing).

5.2
The limitations and prohibitions set forth in Section 5.1 will not apply to prevent any of the Restricted Parties from announcing its intention to make, or from making, proceeding with and completing, an offer, by means of a formal take-over bid circular in accordance with applicable Canadian and United States securities laws, to acquire all of the outstanding shares of Corvus:


(a)
not less than sixteen (16) days following the making by a third party at arm’s length from, and not acting in concert with, the Viewer and/or any of the Restricted Parties, of an unsolicited take-over bid in compliance with applicable Canadian and United States securities laws for shares of Corvus which, if successfully completed, would result in the third party holding all of the shares of Corvus, unless within such sixteen (16) day period the directors of Corvus determine that the third party bid is not bona fide or the directors of Corvus recommend that the shareholders of Corvus reject such bid; or
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(b)
at any time following the public announcement by Corvus of the execution by Corvus of an agreement with respect to an amalgamation, arrangement, merger, take-over bid or other similar business combination with an arm’s length third party which, if successfully completed, will result in the shareholders of Corvus receiving consideration for their shares of Corvus in the form of:


(i)
cash or securities of an arm’s length third party that are immediately convertible, or are immediately converted into, cash, or


(ii)
voting securities, or securities convertible into voting securities, of an arm’s length third party, provided that such securities represent (or would, if all converted, represent) less than 50% of the number of voting securities of such arm’s length third party to be issued and outstanding immediately following the successful completion of such business combination or bid.

5.3
In no circumstances will any announcement by or on behalf of the Viewer, or any Restricted Parties, of any intention or willingness to make an offer as contemplated by Section 5.2 be made, directly or indirectly at any time prior to the time or times set forth in Section 5.2 and, if any such announcement is made, the provisions of Section 5.2 will cease to be available to the Viewer and the Restricted Parties.

ARTICLE 6 — NON SOLICITATION

6.1
Without Corvus’ prior written consent, neither the Viewer, its Affiliates nor any Viewer Representative will, for a period commencing on the date hereof and ending one (1) year from the date hereof, directly or indirectly, solicit for the purposes of employment or consultation, any employee of Corvus or any of its Affiliates provided, however, that the hiring or soliciting of such persons who have responded to general advertisements not specifically targeted at such person will not be considered a violation of this Section 6.1.

ARTICLE 7 - RETURN OR DESTRUCTION OF INFORMATION

7.1
If any physical Information or copies of any Information (whether in written, photographic, electronic or any other format) is furnished by, or on behalf of, Corvus to the Viewer, its Affiliates or the Viewer Representatives, the Viewer will promptly, on demand, return to Corvus or destroy (and will procure that its Affiliates and the Viewer Representatives so return and destroy) all such Information so furnished without retaining any copies thereof. The Viewer will, and will procure that each of its Affiliates and the Viewer Representatives will, keep confidential and make no use, detrimental in any way to Corvus or any of its Affiliates, of any analyses, compilations, studies, reviews, calculations or other documents prepared for the internal use of the Viewer, its Affiliates or the Viewer Representatives and which reflect or are based in whole or in any part upon any Information.
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ARTICLE 8 - ABSENCE OF REPRESENTATIONS OR WARRANTIES

8.1
Other than that, it has the lawful right to disclose the Information to the Viewer, Corvus makes no representations or warranties of any kind whatsoever, express or implied, written or oral, with respect to the Information including, without limitation, as to:


(a)
the completeness, accuracy or reliability of any Information or of any other statement, written or oral, made to the Viewer, its Affiliates or the Viewer Representatives with respect to the Information or any property (including the Property); or


(b)
the boundaries, title, mineral resources or reserves, or value of any property (including the Property) or any of the mineral rights therein or thereto.

For greater certainty, Corvus shall only be bound by specific representations and warranties made in a definitive agreement, if any, entered into regarding a Possible Transaction.

8.2
The Viewer acknowledges that the Information may:


(a)
have been prepared without any particular standard of care;


(b)
be speculative;


(c)
be based on assumptions (stated or unstated) which may not be realised; and


(d)
contain material which has not been audited or verified.

8.3
To the maximum extent permitted by law, Corvus will not be liable to the Viewer, its Affiliates or the Viewer Representatives or any other person in relation to the use of the Information by the Viewer, its Affiliates or the Viewer Representatives, or any other person. The Viewer agrees that it will rely solely on its own appraisals, assessments and estimates as to the extent, nature. and value of, and potential mineral resources of, Corvus and its Affiliates’ properties (including the Property) and upon its own geologic, engineering and financial interpretations related thereto.

ARTICLE 9 - INDEMNITY

9.1
The Viewer will defend, indemnify and hold Corvus, and each of its Affiliates and each of the Corvus Representatives, harmless from any and all liability or damages arising from the Viewer’s, its Affiliates’ and the Viewer Representatives’ receipt and review of the Information or from unauthorized disclosure of the Information by the Viewer, its Affiliates or the Viewer Representatives to a third party.

9.2
The Viewer will further defend, indemnify, and hold Corvus, and each of its Affiliates and each of the Corvus Representatives, harmless from any and all liability arising:


(a)
from injury to person or property of the Viewer, its Affiliates or any of the Viewer Representatives incurred during the course of any visit to any property of the Viewer or its Affiliates (including the Property), arising from the wilful act or omission to act by Corvus, its Affiliates or any of the Corvus Representatives, or otherwise, other than gross negligence or wilful misconduct; or

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(b)
from injury to person or property of Corvus, its Affiliates or any of the Corvus Representatives, or any third party, arising from gross negligence or wilful misconduct of the Viewer, its Affiliates or any of the Viewer Representatives.

9.3
The Viewer agrees to comply, and to cause each of the Viewer’s Affiliates and the Viewer Representatives to comply, with all applicable federal, state and local health and safety laws and regulations, and the rules and requirements of Corvus’ safety and health program (provided Corvus advises the Viewer of such programs prior to participating in any site visit), during the course of any such visit.

ARTICLE 10 - ACTION TO PROHIBIT RELEASE OF INFORMATION

10.1
If the Information or any part of the Information is published, disclosed, disseminated or disposed of to any person by the Viewer, its Affiliates or the Viewer Representatives, or the Viewer, the Viewer’s Affiliates or the Viewer Representatives take, or propose to take, any actions contrary to the terms of this Agreement, the Viewer will, at the reasonable direction of Corvus and at the Viewer’s own cost and expense, take all steps necessary, including legal action, to prohibit such person from using or dealing with that Information or to prevent such actions from being taken, and the Viewer will defend, indemnify and hold harmless Corvus if it becomes necessary for Corvus to take any steps, including legal action, to prohibit such person from using or dealing with that Information or to prevent such actions from being taken.

ARTICLE 11 - ADDITIONAL RIGHTS

11.1
This Agreement is in addition to, and not in substitution for or in derogation of, the common law rights of Corvus with respect to the Information.

ARTICLE 12 - REASONABLENESS OF AGREEMENT

12.1
The Viewer agrees that the restrictions contained in this Agreement are reasonable and necessary in order to protect the legitimate business interests of Corvus and that, but for the execution of this Agreement and the obligations of the Viewer, its Affiliates and the Viewer Representatives hereunder, Corvus would not have disclosed any Information to the Viewer, its Affiliates and/or the Viewer Representatives.

ARTICLE 13 - ADDITIONAL REMEDIES

13.1
The Viewer acknowledges and agrees that a breach by the Viewer, its Affiliates and/or the Viewer Representatives, of any of the covenants herein contained would result in significant and material damages to Corvus and its shareholders and that Corvus would not be adequately compensated for such damages by a monetary award. Accordingly, the Viewer agrees that, in the event of any such breach, in addition to all other remedies available to Corvus at law or in equity, Corvus will be entitled, as a matter of right, to apply to a court of competent jurisdiction for such relief by way of restraining order, injunction, decree or otherwise, as may be appropriate, to ensure compliance with the provisions of this Agreement by the Viewer, its Affiliates and/or the Viewer Representatives.
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ARTICLE 14 - SEVERABILITY

14.1
If any covenant or provision herein is determined to be void or unenforceable in whole or in part, it will be severable from and will not be deemed to affect or impair the enforceability or validity of any other covenant or provision of this Agreement or any part thereof, the parties hereby confirming and agreeing that they would have entered into this Agreement without such covenant or provision having been included.

ARTICLE 15 - ENTIRE AGREEMENT, NO WAIVER

15.1
This Agreement contains the entire agreement and understanding by and between Corvus and the Viewer with respect to the subject matter hereof and no representations, promises, agreements or understandings, written or oral, express or implied, not contained in this Agreement, will be valid or binding unless in writing and signed by the party intended to be bound. No waiver of any provision of this Agreement will be valid unless it is in writing and signed by the party against whom the waiver is sought to be enforced. No valid waiver of any provision of this Agreement at any time will be deemed to be a waiver of any other provision of this Agreement at any time.

15.2
For greater certainty, this Agreement shall replace and supersede any and all confidentiality agreements entered into prior to the date hereof between Corvus and/or any of its Affiliates and the Viewer and/or any of its Affiliates and shall govern any and all Information whether provided before, on or after the date hereof.

ARTICLE 16 - ASSIGNMENT, AMENDMENT

16.1
No modification, variation or amendment of this Agreement will be of any force unless it is in writing and duly executed by each of the parties. No party may assign any of its rights and obligations under this Agreement without the prior written consent of the other party, which may be unreasonably withheld for any reason or no reason. This Agreement will be binding upon and will endure to the benefit of Corvus (and its Affiliates) and the Viewer and their respective successors and permitted assigns.

ARTICLE 17 - NO FIDUCIARY RELATIONSHIP

17.1
Nothing in this Agreement will create a fiduciary or similar relationship between Corvus (or any of its Affiliates) and the Viewer (or any of its Affiliates).

ARTICLE 18 - NOTICES

18.1
Any notices required or permitted under this Agreement will be in writing and will be given by either first class registered mail, return receipt requested, or by personal delivery during normal business hours, or by recognized international commercial courier (such as DHL or Federal Express) in each case to the addresses for each party listed on page 1 hereof.  Any such notices will be deemed to have been given and received, if mailed, on the tenth (10th) business day after the deposit thereof in any post office in Canada or the United States (except in the case of a postal disruption, in which case notices must be given by personal delivery, even if previously sent by mail) or, if given by personal delivery, upon the date of delivery thereof.

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Any such notices will be deemed to have been given and received, if mailed, on the tenth (10th) business day after the deposit thereof in any post office in Canada or the United States (except in the case of a postal disruption, in which case notices must be given by personal delivery, even if previously sent by mail) or, if given by personal delivery, upon the date of delivery thereof.

ARTICLE 19 - GOVERNING LAW

19.1
This Agreement will be governed by and construed in accordance with the laws of Nevada and the federal laws of the USA applicable therein, and any proceeding relating to or arising as a consequence of this Agreement will be commenced or maintained only in the courts of Nevada, USA.

ARTICLE 20 - TERM

20.1
Unless terminated earlier by notice from Corvus to the Viewer, this Agreement will be effective from the date hereof and will remain in full force and effect until a period of one (1) year after the date hereof, following which this Agreement and all obligations of the parties hereto shall terminate, other than the obligations of the Viewer, its Affiliates and the Viewer Representatives pursuant to Articles 2, 3, 4, 5, 6, 7, 9, 10, 13 and 19 hereunder which shall continue notwithstanding such termination.

ARTICLE 21 — NO DISCLOSURE

21.1
Except as required by applicable law or regulatory authorities, the Viewer, its Affiliates and the Viewer Representatives, will not, without Corvus’ prior written consent, disclose to any person the fact that the Information has been made available, that this Agreement has been entered into or that discussions or negotiations may be taking place concerning a Possible Transaction, including the terms or status thereof.

ARTICLE 22 — TRADING IN SECURITIES

22.1
The Viewer acknowledges and agrees that access by the Viewer, its Affiliates and/or the Viewer Representatives to the Information may provide the Viewer, its Affiliates and the Viewer Representatives with material information concerning Corvus and its Affiliates which has not been publicly disclosed. Accordingly, the Viewer, its Affiliates and the Viewer Representatives may be subject to applicable securities laws, including laws which would restrict their ability to trade in any of the Viewer’s securities. The Viewer acknowledges and agrees that it is aware of such laws and agrees to fully comply with such laws and to instruct its Affiliates and the Viewer Representatives to comply with such laws.

ARTICLE 23 — FACSIMILE AND COUNTERPARTS

This Agreement may be executed and delivered by facsimile or e-mail of a PDF document. A facsimile or e-mail of a PDF document with signature shall have the same legal effect as a manual signature. This Agreement may be validly executed in any number of counterparts, all of which taken together shall constitute one and the same Agreement and each of which shall constitute an original.

- 10 -


IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement by their duly authorized signatories in that behalf

CORVUS GOLD NEVADA INC.
 
   
   
By:
/s/ Jeffrey A. Pontius
 
 
Authorized Signatory
 
 
Name:
Jeffrey A. Pontius
 
 
Title:
Chief Executive Officer
 
       
       
ANGLOGOLD (USA) EXPLORATION INC.
 
   
   
By:
/s/ Timothy G. Thompson
 
 
Authorized Signatory
 
 
Name:
Timothy G. Thompson
 
 
Title:
VP
 


[The rest of the page is intentionally left blank.]


- 11 -


EXHIBIT “A” — PROPERTY

NORTH BULLFROG PROPERTY HOLDINGS

Corvus Gold Nevada Inc. owns 100% of the North Bullfrog Property located in Nye County, NV approximately 6 miles north of the community of Beatty and immediately west of Highway 95. The property consists of Federal mining claims and private land leases which are listed in the Table A-1 and A-2, respectively. Figure Al shows the property boundary with the extent of the Federal mining claims (blue lines) and the private land leases (red lines) superimposed on a land image.


Figure A-1 Map of North Bullfrog Property boundary showing areas of Federal mining claims and private land leases listed in Table A-1 and A-2, and grid locations in the Universal Transverse Mercator NAD83 Zone 11 coordinate system.

Table A-1 List of Federal mining claims comprising the North Bullfrog Property, Nye County Nevada

Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB1
922928
Corvus Gold Nevada Inc.
NB2
922929
Corvus Gold Nevada Inc.
NB3
922930
Corvus Gold Nevada Inc.
NB4
922931
Corvus Gold Nevada Inc.
NB5
922932



Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB6
922933
Corvus Gold Nevada Inc.
NB7
922934
Corvus Gold Nevada Inc.
NB8
922935
Corvus Gold Nevada Inc.
NB9
922936
Corvus Gold Nevada Inc.
NB10
922937
 Corvus Gold Nevada Inc.
NB11
922938
Corvus Gold Nevada Inc.
NB12
922939
Corvus Gold Nevada Inc.
NB13
922940
Corvus Gold Nevada Inc.
NB14
922941
Corvus Gold Nevada Inc.
NB15
922942
Corvus Gold Nevada Inc.
NB16
922943
Corvus Gold Nevada Inc.
NB17
922944
Corvus Gold Nevada Inc.
NB18
922945
Corvus Gold Nevada Inc.
NB19
922946
Corvus Gold Nevada Inc.
NB20
922947
Corvus Gold Nevada Inc.
NB21
922948
Corvus Gold Nevada Inc.
NB22
922949
Corvus Gold Nevada Inc.
NB23
922950
Corvus Gold Nevada Inc.
NB24
922951
Corvus Gold Nevada Inc.
NB25
922952
Corvus Gold Nevada Inc.
NB26
922953
Corvus Gold Nevada Inc.
NB27
922954
Corvus Gold Nevada Inc.
NB28
922955
Corvus Gold Nevada Inc.
NB29
922956
Corvus Gold Nevada Inc.
NB30
922957
Corvus Gold Nevada Inc.
NB31
922958
Corvus Gold Nevada Inc.
NB32
922959
Corvus Gold Nevada Inc.
NB33
922960
Corvus Gold Nevada Inc.
NB34
922961
Corvus Gold Nevada Inc.
NB35
922962
Corvus Gold Nevada Inc.
NB36
922963
Corvus Gold Nevada Inc.
NB37
922964
Corvus Gold Nevada Inc.
NB38
922965
Corvus Gold Nevada Inc.
NB39
922966
Corvus Gold Nevada Inc.
NB40
922967
Corvus Gold Nevada Inc.
NB41
922968
Corvus Gold Nevada Inc.
NB42
922969
Corvus Gold Nevada Inc.
NB43
922970
Corvus Gold Nevada Inc.
NB44
922971

- 2 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB45
922972
Corvus Gold Nevada Inc.
NB46
922973
Corvus Gold Nevada Inc.
NB47
922974
Corvus Gold Nevada Inc.
NB48
922975
Corvus Gold Nevada Inc.
NB49
922976
Corvus Gold Nevada Inc.
NB50
922977
Corvus Gold Nevada Inc.
NB51
922978
Corvus Gold Nevada Inc.
NB52
922979
Corvus Gold Nevada Inc.
NB53
922980
Corvus Gold Nevada Inc.
NB54
922981
Corvus Gold Nevada Inc.
NB55
922982
Corvus Gold Nevada Inc.
NB56
922983
Corvus Gold Nevada Inc.
NB57
922984
Corvus Gold Nevada Inc.
NB58
922985
Corvus Gold Nevada Inc.
NB59
922986
Corvus Gold Nevada Inc.
NB60
922987
Corvus Gold Nevada Inc.
NB61
922988
Corvus Gold Nevada Inc.
NB62
922989
Corvus Gold Nevada Inc.
NB63
922990
Corvus Gold Nevada Inc.
NB64
922991
Corvus Gold Nevada Inc.
NB65
922992
Corvus Gold Nevada Inc.
NB66
922993
Corvus Gold Nevada Inc.
NB67
922994
Corvus Gold Nevada Inc.
NB68
922995
Corvus Gold Nevada Inc.
NB69
922996
Corvus Gold Nevada Inc.
NB70
922997
Corvus Gold Nevada Inc.
NB71
922998
Corvus Gold Nevada Inc.
NB72
922999
Corvus Gold Nevada Inc.
NB73
923000
Corvus Gold Nevada Inc.
NB74
923001
Corvus Gold Nevada Inc.
NB75
923002
Corvus Gold Nevada Inc.
NB76
923003
Corvus Gold Nevada Inc.
NB77
923004
Corvus Gold Nevada Inc.
NB78
923005
Corvus Gold Nevada Inc.
NB79
923006
Corvus Gold Nevada Inc.
NB80
923007
Corvus Gold Nevada Inc.
NB81
923008
Corvus Gold Nevada Inc.
NB82
923009
Corvus Gold Nevada Inc.
NB83
923010

- 3 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB84
923011
Corvus Gold Nevada Inc.
NB85
923012
Corvus Gold Nevada Inc.
NB86
923013
Corvus Gold Nevada Inc.
NB87
923014
Corvus Gold Nevada Inc.
NB88
923015
Corvus Gold Nevada Inc.
NB89
923016
Corvus Gold Nevada Inc.
NB90
 923017
Corvus Gold Nevada Inc.
NB91
923018
Corvus Gold Nevada Inc.
NB92
923019
Corvus Gold Nevada Inc.
NB93
923020
Corvus Gold Nevada Inc.
NB94
923021
Corvus Gold Nevada Inc.
NB95
923022
Corvus Gold Nevada Inc.
NB96
923023
Corvus Gold Nevada Inc.
NB97
923024
Corvus Gold Nevada Inc.
NB98
923025
Corvus Gold Nevada Inc.
NB99
923026
Corvus Gold Nevada Inc.
NB100
923027
Corvus Gold Nevada Inc.
NB101
923028
Corvus Gold Nevada Inc.
NB102
923029
Corvus Gold Nevada Inc.
NB103
923030
Corvus Gold Nevada Inc.
NB104
923031
Corvus Gold Nevada Inc.
NB105
923032
Corvus Gold Nevada Inc.
NB106
923033
Corvus Gold Nevada Inc.
NB107
923034
Corvus Gold Nevada Inc.
NB108
923035
Corvus Gold Nevada Inc.
NB109
923036
Corvus Gold Nevada Inc.
NB110
923037
Corvus Gold Nevada Inc.
NB111
923038
Corvus Gold Nevada Inc.
NB112
923039
Corvus Gold Nevada Inc.
NB113
923040
Corvus Gold Nevada Inc.
NB114
923041
Corvus Gold Nevada Inc.
NB115
923042
Corvus Gold Nevada Inc.
NB116
923043
Corvus Gold Nevada Inc.
NB117
923044
Corvus Gold Nevada Inc.
NB118
923045
Corvus Gold Nevada Inc.
NB119
923046
Corvus Gold Nevada Inc.
NB120
923047
Corvus Gold Nevada Inc.
NB121
923048
Corvus Gold Nevada Inc.
NB122
923049

- 4 -

Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB123
923050
Corvus Gold Nevada Inc.
NB124
923051
Corvus Gold Nevada Inc.
NB125
923052
Corvus Gold Nevada Inc.
NB126
923053
Corvus Gold Nevada Inc.
NB127
923054
Corvus Gold Nevada Inc.
NB128
923055
Corvus Gold Nevada Inc.
NB129
923056
Corvus Gold Nevada Inc.
NB130
923057
Corvus Gold Nevada Inc.
NB131
923058
Corvus Gold Nevada Inc.
NB132
923059
Corvus Gold Nevada Inc.
NB133
923060
Corvus Gold Nevada Inc.
NB134
923061
Corvus Gold Nevada Inc.
NB135
923062
Corvus Gold Nevada Inc.
NB136
923063
Corvus Gold Nevada Inc.
NB137
923064
Corvus Gold Nevada Inc.
NB138
923065
Corvus Gold Nevada Inc.
NB139
923066
Corvus Gold Nevada Inc.
NB140
923067
Corvus Gold Nevada Inc.
NB141
923068
Corvus Gold Nevada Inc.
NB142
923069
Corvus Gold Nevada Inc.
NB143
923070
Corvus Gold Nevada Inc.
NB144
923071
Corvus Gold Nevada Inc.
NB145
923072
Corvus Gold Nevada Inc.
NB146
923073
Corvus Gold Nevada Inc.
NB147
923074
Corvus Gold Nevada Inc.
NB148
923075
Corvus Gold Nevada Inc.
NB149
923076
Corvus Gold Nevada Inc.
NB150
943108
Corvus Gold Nevada Inc.
NB-151A
1078379
Corvus Gold Nevada Inc.
NB152
943110
Corvus Gold Nevada Inc.
NB153
943111
Corvus Gold Nevada Inc.
NB154
943112
Corvus Gold Nevada Inc.
NB-155A
1078381
Corvus Gold Nevada Inc.
NB156
943114
Corvus Gold Nevada Inc.
NB157
943115
Corvus Gold Nevada Inc.
NB158
943116
Corvus Gold Nevada Inc.
NB159
943117
Corvus Gold Nevada Inc.
NB160
943118
Corvus Gold Nevada Inc.
NB161
943119

- 5 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB162
989863
Corvus Gold Nevada Inc.
NB163
989864
Corvus Gold Nevada Inc.
NB164
989865
Corvus Gold Nevada Inc.
NB165
989866
Corvus Gold Nevada Inc.
NB166
989867
Corvus Gold Nevada Inc.
NB167
989868
Corvus Gold Nevada Inc.
NB168
989869
Corvus Gold Nevada Inc.
NB169
989870
Corvus Gold Nevada Inc.
NB170
989871
Corvus Gold Nevada Inc.
NB171
989872
Corvus Gold Nevada Inc.
NB172
989873
Corvus Gold Nevada Inc.
NB173
989874
Corvus Gold Nevada Inc.
NB174
989875
Corvus Gold Nevada Inc.
NB175
989876
Corvus Gold Nevada Inc.
NB176
989877
Corvus Gold Nevada Inc.
NB177
989878
Corvus Gold Nevada Inc.
NB178
989879
Corvus Gold Nevada Inc.
NB179
989880
Corvus Gold Nevada Inc.
NB180
989881
Corvus Gold Nevada Inc.
NB181
989882
Corvus Gold Nevada Inc.
NB182
989883
Corvus Gold Nevada Inc.
NB183
989884
Corvus Gold Nevada Inc.
NB184
989885
Corvus Gold Nevada Inc.
NB185
989886
Corvus Gold Nevada Inc.
NB186
989887
Corvus Gold Nevada Inc.
NB187
989888
Corvus Gold Nevada Inc.
NB188
989889
Corvus Gold Nevada Inc.
NB189
989890
Corvus Gold Nevada Inc.
NB190
989891
Corvus Gold Nevada Inc.
NB191
989892
Corvus Gold Nevada Inc.
NB192
989893
Corvus Gold Nevada Inc.
NB193
989894
Corvus Gold Nevada Inc.
NB194
989895
Corvus Gold Nevada Inc.
NB195
989896
Corvus Gold Nevada Inc.
NB196
989897
Corvus Gold Nevada Inc.
NB197
989898
Corvus Gold Nevada Inc.
NB198
989899
Corvus Gold Nevada Inc.
NB199
989900
Corvus Gold Nevada Inc.
NB200
989901
- 6 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB201
989902
Corvus Gold Nevada Inc.
NB202
989903
Corvus Gold Nevada Inc.
NB203
989904
Corvus Gold Nevada Inc.
NB204
989905
Corvus Gold Nevada Inc.
NB205
989906
Corvus Gold Nevada Inc.
NB206
989907
Corvus Gold Nevada Inc.
NB207
989908
Corvus Gold Nevada Inc.
NB208
989909
Corvus Gold Nevada Inc.
NB209
989910
Corvus Gold Nevada Inc.
NB210
989911
Corvus Gold Nevada Inc.
NB211
989912
Corvus Gold Nevada Inc.
NB212
989913
Corvus Gold Nevada Inc.
NB213
989914
Corvus Gold Nevada Inc.
NB 214
1069332
Corvus Gold Nevada Inc.
NB 215
1069333
Corvus Gold Nevada Inc.
NB 216
1069334
Corvus Gold Nevada Inc.
NB 217
1069335
Corvus Gold Nevada Inc.
NB 218
1069336
Corvus Gold Nevada Inc.
NB 219
1069337
Corvus Gold Nevada Inc.
NB 220
1069338
Corvus Gold Nevada Inc.
NB 221
1069339
Corvus Gold Nevada Inc.
NB 222
1069340
Corvus Gold Nevada Inc.
NB 223
1069341
Corvus Gold Nevada Inc.
NB 224
1069342
Corvus Gold Nevada Inc.
NB 225
1069343
Corvus Gold Nevada Inc.
NB 226
1069344
Corvus Gold Nevada Inc.
NB 227
1069345
Corvus Gold Nevada Inc.
NB 228
1069346
Corvus Gold Nevada Inc.
NB 229
1069347
Corvus Gold Nevada Inc.
NB 230
1069348
Corvus Gold Nevada Inc.
NB 231
1069349
Corvus Gold Nevada Inc.
NB 232
1069350
Corvus Gold Nevada Inc.
NB 233
1069351
Corvus Gold Nevada Inc.
NB 234
1069352
Corvus Gold Nevada Inc.
NB 235
1069353
Corvus Gold Nevada Inc.
NB 236
1069354
Corvus Gold Nevada Inc.
NB 237
1069355
Corvus Gold Nevada Inc.
NB 238
1069356
Corvus Gold Nevada Inc.
NB 239
1069357
- 7 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB 240
1069358
Corvus Gold Nevada Inc.
NB 241
1069359
Corvus Gold Nevada Inc.
NB 242
1069360
Corvus Gold Nevada Inc.
NB 243
1069361
Corvus Gold Nevada Inc.
NB 244
1069362
Corvus Gold Nevada Inc.
NB 245
1069363
Corvus Gold Nevada Inc.
NB 246
1069364
Corvus Gold Nevada Inc.
NB 247
1069365
Corvus Gold Nevada Inc.
NB 248
1069366
Corvus Gold Nevada Inc.
NB 249
1069367
Corvus Gold Nevada Inc.
NB 250
1069368
Corvus Gold Nevada Inc.
NB 251
1069369
Corvus Gold Nevada Inc.
NB 252
1069370
Corvus Gold Nevada Inc.
NB 253
1069371
Corvus Gold Nevada Inc.
NB 254
1069372
Corvus Gold Nevada Inc.
NB 255
1069373
Corvus Gold Nevada Inc.
NB 256
1069374
Corvus Gold Nevada Inc.
NB 257
1069375
Corvus Gold Nevada Inc.
NB 258
1069376
Corvus Gold Nevada Inc.
NB 259
1069377
Corvus Gold Nevada Inc.
NB 260
1069378
Corvus Gold Nevada Inc.
NB 261
1069379
Corvus Gold Nevada Inc.
NB 262
1069380
Corvus Gold Nevada Inc.
NB 263
1069381
Corvus Gold Nevada Inc.
NB 264
1069382
Corvus Gold Nevada Inc.
NB 265
1069383
Corvus Gold Nevada Inc.
NB 266
1069384
Corvus Gold Nevada Inc.
NB 267
1069385
Corvus Gold Nevada Inc.
NB 268
1069386
Corvus Gold Nevada Inc.
NB 269
1069387
Corvus Gold Nevada Inc.
NB 270
1069388
Corvus Gold Nevada Inc.
NB 271
1069389
Corvus Gold Nevada Inc.
NB 272
1069390
Corvus Gold Nevada Inc.
NB 273
1069391
Corvus Gold Nevada Inc.
NB 274
1069392
Corvus Gold Nevada Inc.
NB 275
1069393
Corvus Gold Nevada Inc.
NB 276
1069394
Corvus Gold Nevada Inc.
NB 277
1069395
Corvus Gold Nevada Inc.
NB 278
1069396
- 8 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB 279
1069397
Corvus Gold Nevada Inc.
NB 280
1069398
Corvus Gold Nevada Inc.
NB 281
1069399
Corvus Gold Nevada Inc.
NB 282
1069400
Corvus Gold Nevada Inc.
NB 283
1069401
Corvus Gold Nevada Inc.
NB 284
1069402
Corvus Gold Nevada Inc.
NB 285
1069403
Corvus Gold Nevada Inc.
NB 286
1069404
Corvus Gold Nevada Inc.
NB 287
1069405
Corvus Gold Nevada Inc.
NB 288
1069406
Corvus Gold Nevada Inc.
NB 289
1069407
Corvus Gold Nevada Inc.
NB 290
1069408
Corvus Gold Nevada Inc.
NB 291
1069409
Corvus Gold Nevada Inc.
NB 292
1069410
Corvus Gold Nevada Inc.
NB 293
1069411
Corvus Gold Nevada Inc.
NB 294
1069412
Corvus Gold Nevada Inc.
NB 295
1069413
Corvus Gold Nevada Inc.
NB 296
1069414
Corvus Gold Nevada Inc.
NB 297
1069415
Corvus Gold Nevada Inc.
NB 298
1069416
Corvus Gold Nevada Inc.
NB 299
1069417
Corvus Gold Nevada Inc.
NB 300
1069418
Corvus Gold Nevada Inc.
NB 301
1069419
Corvus Gold Nevada Inc.
NB 302
1069420
Corvus Gold Nevada Inc.
NB 303
1069421
Corvus Gold Nevada Inc.
NB 304
1069422
Corvus Gold Nevada Inc.
NB 305
1069423
Corvus Gold Nevada Inc.
NB 306
1069424
Corvus Gold Nevada Inc.
NB 307
1069425
Corvus Gold Nevada Inc.
NB 308
1069426
Corvus Gold Nevada Inc.
NB 309
1069427
Corvus Gold Nevada Inc.
NB 310
1069428
Corvus Gold Nevada Inc.
NB 311
1069429
Corvus Gold Nevada Inc.
NB 312
1069430
Corvus Gold Nevada Inc.
NB 313
1069431
Corvus Gold Nevada Inc.
NB 314
1069432
Corvus Gold Nevada Inc.
NB 315
1069433
Corvus Gold Nevada Inc.
NB 316
1069434
Corvus Gold Nevada Inc.
NB 317
1069435
- 9 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB 318
1069436
Corvus Gold Nevada Inc.
NB 319
1069437
Corvus Gold Nevada Inc.
NB 320
1069438
Corvus Gold Nevada Inc.
NB 321
1069439
Corvus Gold Nevada Inc.
NB 322
1069440
Corvus Gold Nevada Inc.
NB 323
1069441
Corvus Gold Nevada Inc.
NB 324
1069442
Corvus Gold Nevada Inc.
NB 325
1069443
Corvus Gold Nevada Inc.
NB 326
1069444
Corvus Gold Nevada Inc.
NB 327
1069445
Corvus Gold Nevada Inc.
NB 328
1069446
Corvus Gold Nevada Inc.
NB 329
1069447
Corvus Gold Nevada Inc.
NB 330
1069448
Corvus Gold Nevada Inc.
NB 331
1069449
Corvus Gold Nevada Inc.
NB 332
1069450
Corvus Gold Nevada Inc.
NB 333
1069451
Corvus Gold Nevada Inc.
NB 334
1069452
Corvus Gold Nevada Inc.
NB 335
1069453
Corvus Gold Nevada Inc.
NB 336
1069454
Corvus Gold Nevada Inc.
NB 337
1069455
Corvus Gold Nevada Inc.
NB 338
1069456
Corvus Gold Nevada Inc.
NB 339
1069457
Corvus Gold Nevada Inc.
NB 340
1069458
Corvus Gold Nevada Inc.
NB 341
1069459
Corvus Gold Nevada Inc.
NB 342
1069460
Corvus Gold Nevada Inc.
NB 343
1069461
Corvus Gold Nevada Inc.
NB 344
1069462
Corvus Gold Nevada Inc.
NB 345
1069463
Corvus Gold Nevada Inc.
NB 346
1069464
Corvus Gold Nevada Inc.
NB 347
1069465
Corvus Gold Nevada Inc.
NB 348
1069466
Corvus Gold Nevada Inc.
NB 349
1069467
Corvus Gold Nevada Inc.
NB 350
1069468
Corvus Gold Nevada Inc.
NB 351
1069469
Corvus Gold Nevada Inc.
NB 352
1069470
Corvus Gold Nevada Inc.
NB 353
1069471
Corvus Gold Nevada Inc.
NB 354
1069472
Corvus Gold Nevada Inc.
NB 355
1069473
Corvus Gold Nevada Inc.
NB 356
1069474
- 10 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB 357
1069475
Corvus Gold Nevada Inc.
NB 358
1069476
Corvus Gold Nevada Inc.
NB 359
1069477
Corvus Gold Nevada Inc.
NB 360
1069478
Corvus Gold Nevada Inc.
NB 361
1069479
Corvus Gold Nevada Inc.
NB 362
1069480
Corvus Gold Nevada Inc.
NB 363
1069481
Corvus Gold Nevada Inc.
NB 364
1069482
Corvus Gold Nevada Inc.
NB 365
1069483
Corvus Gold Nevada Inc.
NB 366
1069484
Corvus Gold Nevada Inc.
NB 367
1069485
Corvus Gold Nevada Inc.
NB 368
1069486
Corvus Gold Nevada Inc.
NB 369
1069487
Corvus Gold Nevada Inc.
NB 370
1069488
Corvus Gold Nevada Inc.
NB 371
1069489
Corvus Gold Nevada Inc.
NB 372
1069490
Corvus Gold Nevada Inc.
NB 373
1069491
Corvus Gold Nevada Inc.
NB 374
1069492
Corvus Gold Nevada Inc.
NB 375
1069493
Corvus Gold Nevada Inc.
NB 376
1069494
Corvus Gold Nevada Inc.
NB 377
1069495
Corvus Gold Nevada Inc.
NB 378
1069496
Corvus Gold Nevada Inc.
NB 379
1069497
Corvus Gold Nevada Inc.
NB 380
1069498
Corvus Gold Nevada Inc.
NB 381
1069499
Corvus Gold Nevada Inc.
NB 382
1069500
Corvus Gold Nevada Inc.
NB 383
1069501
Corvus Gold Nevada Inc.
NB 384
1069502
Corvus Gold Nevada Inc.
NB 385
1069503
Corvus Gold Nevada Inc.
NB 386
1069504
Corvus Gold Nevada Inc.
NB 387
1069505
Corvus Gold Nevada Inc.
NB 388
1069506
Corvus Gold Nevada Inc.
NB 389
1069507
Corvus Gold Nevada Inc.
NB 390
1069508
Corvus Gold Nevada Inc.
NB 391
1069509
Corvus Gold Nevada Inc.
NB 392
1069510
Corvus Gold Nevada Inc.
NB 393
1069511
Corvus Gold Nevada Inc.
NB 394
1069512
Corvus Gold Nevada Inc.
NB 395
1069513
- 11 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB 396
1069514
Corvus Gold Nevada Inc.
NB 397
1069515
Corvus Gold Nevada Inc.
NB 398
1069516
Corvus Gold Nevada Inc.
NB 399
1069517
Corvus Gold Nevada Inc.
NB 400
1069518
Corvus Gold Nevada Inc.
NB 401
1069519
Corvus Gold Nevada Inc.
NB 402
1069520
Corvus Gold Nevada Inc.
NB 403
1069521
Corvus Gold Nevada Inc.
NB 404
1069522
Corvus Gold Nevada Inc.
NB 405
1069523
Corvus Gold Nevada Inc.
NB 406
1069524
Corvus Gold Nevada Inc.
NB 407
1069525
Corvus Gold Nevada Inc.
NB 408
1069526
Corvus Gold Nevada Inc.
NB 409
1069527
Corvus Gold Nevada Inc.
NB 410
1069528
Corvus Gold Nevada Inc.
NB 411
1069529
Corvus Gold Nevada Inc.
NB 412
1069530
Corvus Gold Nevada Inc.
NB 413
1069531
Corvus Gold Nevada Inc.
NB 414
1069532
Corvus Gold Nevada Inc.
NB 415
1069533
Corvus Gold Nevada Inc.
NB 416
1069534
Corvus Gold Nevada Inc.
NB 417
1069535
Corvus Gold Nevada Inc.
NB 418
1069536
Corvus Gold Nevada Inc.
NB 419
1069537
Corvus Gold Nevada Inc.
NB 420
1069538
Corvus Gold Nevada Inc.
NB 421
1069539
Corvus Gold Nevada Inc.
NB 422
1069540
Corvus Gold Nevada Inc.
NB 423
1069541
Corvus Gold Nevada Inc.
NB 424
1069542
Corvus Gold Nevada Inc.
NB 425
1069543
Corvus Gold Nevada Inc.
NB 426
1069544
Corvus Gold Nevada Inc.
NB 427
1069545
Corvus Gold Nevada Inc.
NB 428
1069546
Corvus Gold Nevada Inc.
NB 429
1069547
Corvus Gold Nevada Inc.
NB 430
1069548
Corvus Gold Nevada Inc.
NB 431
1069549
Corvus Gold Nevada Inc.
NB 432
1069550
Corvus Gold Nevada Inc.
NB 433
1069551
Corvus Gold Nevada Inc.
NB 434
1069552
- 12 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB 435
1069553
Corvus Gold Nevada Inc.
NB 436
1069554
Corvus Gold Nevada Inc.
NB 437
1069555
Corvus Gold Nevada Inc.
NB 438
1069556
Corvus Gold Nevada Inc.
NB 439
1069557
Corvus Gold Nevada Inc.
NB 440
1069558
Corvus Gold Nevada Inc.
NB 441
1069559
Corvus Gold Nevada Inc.
NB 442
1069560
Corvus Gold Nevada Inc.
NB 443
1069561
Corvus Gold Nevada Inc.
NB 444
1069562
Corvus Gold Nevada Inc.
NB 445
1069563
Corvus Gold Nevada Inc.
NB 446
1069564
Corvus Gold Nevada Inc.
NB 447
1069565
Corvus Gold Nevada Inc.
NB 448
1069566
Corvus Gold Nevada Inc.
NB 449
1069567
Corvus Gold Nevada Inc.
NB 450
1069568
Corvus Gold Nevada Inc.
NB 451
1069569
Corvus Gold Nevada Inc.
NB 452
1069570
Corvus Gold Nevada Inc.
NB 453
1069571
Corvus Gold Nevada Inc.
NB 454
1069572
Corvus Gold Nevada Inc.
NB 455
1069573
Corvus Gold Nevada Inc.
NB 456
1069574
Corvus Gold Nevada Inc.
NB 457
1069575
Corvus Gold Nevada Inc.
NB 458
1069576
Corvus Gold Nevada Inc.
NB 459
1069577
Corvus Gold Nevada Inc.
NB 460
1069578
Corvus Gold Nevada Inc.
NB 461
1069579
Corvus Gold Nevada Inc.
NB 462
1069580
Corvus Gold Nevada Inc.
NB 463
1069581
Corvus Gold Nevada Inc.
NB 464
1069582
Corvus Gold Nevada Inc.
NB 465
1069583
Corvus Gold Nevada Inc.
NB 466
1069584
Corvus Gold Nevada Inc.
NB 467
1069585
Corvus Gold Nevada Inc.
NB 468
1069586
Corvus Gold Nevada Inc.
NB 469
1069587
Corvus Gold Nevada Inc.
NB 470
1069588
Corvus Gold Nevada Inc.
NB 471
1069589
Corvus Gold Nevada Inc.
NB 472
1069590
Corvus Gold Nevada lnc.
NB 473
1069591
- 13 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB 474
1069592
Corvus Gold Nevada Inc.
NB 475
1069593
Corvus Gold Nevada Inc.
NB 476
1069594
Corvus Gold Nevada Inc.
NB 477
1069595
Corvus Gold Nevada Inc.
NB 478
1069596
Corvus Gold Nevada Inc.
NB 479
1069597
Corvus Gold Nevada Inc.
NB 480
1069598
Corvus Gold Nevada Inc.
NB 481
1069599
Corvus Gold Nevada Inc.
NB 482
1069600
Corvus Gold Nevada Inc.
NB 483
1069601
Corvus Gold Nevada Inc.
NB 484
1069602
Corvus Gold Nevada Inc.
NB 485
1069603
Corvus Gold Nevada Inc.
NB 486
1069604
Corvus Gold Nevada Inc.
NB 487
1069605
Corvus Gold Nevada Inc.
NB 488
1069606
Corvus Gold Nevada Inc.
NB 489
1069607
Corvus Gold Nevada Inc.
NB 490
1069608
Corvus Gold Nevada Inc.
NB 491
1069609
Corvus Gold Nevada Inc.
NB 492
1069610
Corvus Gold Nevada Inc.
NB 493
1069611
Corvus Gold Nevada Inc.
NB 494
1069612
Corvus Gold Nevada Inc.
NB 495
1069613
Corvus Gold Nevada Inc.
NB 496
1069614
Corvus Gold Nevada Inc.
NB 497
1069615
Corvus Gold Nevada Inc.
NB 498
1069616
Corvus Gold Nevada Inc.
NB 499
1069617
Corvus Gold Nevada Inc.
NB 500
1069618
Corvus Gold Nevada Inc.
NB 501
1069619
Corvus Gold Nevada Inc.
NB 502
1069620
Corvus Gold Nevada Inc.
NB 503
1069621
Corvus Gold Nevada Inc.
NB 504
1069622
Corvus Gold Nevada Inc.
NB 505
1069623
Corvus Gold Nevada Inc.
NB 506
1069624
Corvus Gold Nevada Inc.
NB 507
1069625
Corvus Gold Nevada Inc.
NB 508
1069626
Corvus Gold Nevada Inc.
NB 509
1069627
Corvus Gold Nevada Inc.
NB 510
1069628
Corvus Gold Nevada Inc.
NB-511
1078379
Corvus Gold Nevada Inc.
NB 512
1085130
- 14 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB 513
1085131
Corvus Gold Nevada Inc.
NB 514
1085132
Corvus Gold Nevada Inc.
NB 515
1085133
Corvus Gold Nevada Inc.
NB 516
1085134
Corvus Gold Nevada Inc.
NB 517
1085135
Corvus Gold Nevada Inc.
NB 518
1085136
Corvus Gold Nevada Inc.
NB 519
1085137
Corvus Gold Nevada Inc.
NB 520
1085138
Corvus Gold Nevada Inc.
NB 521
1085139
Corvus Gold Nevada Inc.
NB 522
1085140
Corvus Gold Nevada Inc.
NB 523
1085141
Corvus Gold Nevada Inc.
NB 524
1085142
Corvus Gold Nevada Inc.
NB 525
1085143
Corvus Gold Nevada Inc.
NB 526
1085144
Corvus Gold Nevada Inc.
NB 527
1085145
Corvus Gold Nevada Inc.
NB 528
1085146
Corvus Gold Nevada Inc.
NB 529
1085147
Corvus Gold Nevada Inc.
NB 530
1085148
Corvus Gold Nevada Inc.
NB 531
1085149
Corvus Gold Nevada Inc.
NB 532
1085150
Corvus Gold Nevada Inc.
NB 533
1085151
Corvus Gold Nevada Inc.
NB 534
1085152
Corvus Gold Nevada Inc.
NB 535
1085153
Corvus Gold Nevada Inc.
NB 536
1085154
Corvus Gold Nevada Inc.
NB 537
1085155
Corvus Gold Nevada Inc.
NB 538
1085156
Corvus Gold Nevada Inc.
NB 539
1085157
Corvus Gold Nevada Inc.
NB 540
1085158
Corvus Gold Nevada Inc.
NB 541
1085159
Corvus Gold Nevada Inc.
NB 542
1085160
Corvus Gold Nevada Inc.
NB 543
1085161
Corvus Gold Nevada Inc.
NB 544
1085162
Corvus Gold Nevada Inc.
NB 545
1085163
Corvus Gold Nevada Inc.
NB 546
1085164
Corvus Gold Nevada Inc.
NB 547
1085165
Corvus Gold Nevada Inc.
NB 548
1085166
Corvus Gold Nevada Inc.
NB 549
1085167
Corvus Gold Nevada Inc.
NB 550
1085168
Corvus Gold Nevada Inc.
NB 551
1085169
- 15 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB 552
1085170
Corvus Gold Nevada Inc.
NB 553
1085171
Corvus Gold Nevada Inc.
NB 554
1085172
Corvus Gold Nevada Inc.
NB 555
1085173
Corvus Gold Nevada Inc.
NB 556
1085174
Corvus Gold Nevada Inc.
NB 557
1085175
Corvus Gold Nevada Inc.
NB 558
1085176
Corvus Gold Nevada Inc.
NB 559
1085177
Corvus Gold Nevada Inc.
NB 560
1085178
Corvus Gold Nevada Inc.
NB 561
1085179
Corvus Gold Nevada Inc.
NB 562
1085180
Corvus Gold Nevada Inc.
NB 563
1085181
Corvus Gold Nevada Inc.
NB 564
1085182
Corvus Gold Nevada Inc.
NB 565
1085183
Corvus Gold Nevada Inc.
NB 566
1085184
Corvus Gold Nevada Inc.
NB 567
1085185
Corvus Gold Nevada Inc.
NB 568
1085186
Corvus Gold Nevada Inc.
NB 569
1085187
Corvus Gold Nevada Inc.
NB 570
1085188
Corvus Gold Nevada Inc.
NB 571
1085189
Corvus Gold Nevada Inc.
NB 572
1085190
Corvus Gold Nevada Inc.
NB 573
1085191
Corvus Gold Nevada Inc.
NB 574
1085192
Corvus Gold Nevada Inc.
NB 575
1085193
Corvus Gold Nevada Inc.
NB 576
1085194
Corvus Gold Nevada Inc.
NB 577
1085195
Corvus Gold Nevada Inc.
NB 578
1085196
Corvus Gold Nevada Inc.
NB 579
1085197
Corvus Gold Nevada Inc.
NB 580
1085198
Corvus Gold Nevada Inc.
NB 581
1085199
Corvus Gold Nevada Inc.
NB 582
1085200
Corvus Gold Nevada Inc.
NB 583
1085201
Corvus Gold Nevada Inc.
NB 584
1085202
Corvus Gold Nevada Inc.
NB 585
1085203
Corvus Gold Nevada Inc.
NB 586
1085204
Corvus Gold Nevada Inc.
NB 587
1085205
Corvus Gold Nevada Inc.
NB 588
1085206
Corvus Gold Nevada Inc.
NB 589
1085207
Corvus Gold Nevada Inc.
NB 590
1085208
- 16 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada lnc.
NB 591
1085209
Corvus Gold Nevada Inc.
NB 592
1085210
Corvus Gold Nevada Inc.
NB 593
1085211
Corvus Gold Nevada Inc.
NB 594
1085212
Corvus Gold Nevada Inc.
NB 595
1085213
Corvus Gold Nevada Inc.
NB 596
1085214
Corvus Gold Nevada Inc.
NB 597
1085215
Corvus Gold Nevada Inc.
NB 598
1085216
Corvus Gold Nevada Inc.
NB 599
1085217
Corvus Gold Nevada Inc.
NB 600
1085218
Corvus Gold Nevada Inc.
NB 601
1085219
Corvus Gold Nevada Inc.
NB 602
1085220
Corvus Gold Nevada Inc.
NB 603
1085221
Corvus Gold Nevada Inc.
NB 604
1085222
Corvus Gold Nevada Inc.
NB 605
1085223
Corvus Gold Nevada Inc.
NB 606
1085224
Corvus Gold Nevada Inc.
NB 607
1085225
Corvus Gold Nevada Inc.
NB 608
1085226
Corvus Gold Nevada Inc.
NB 609
1085227
Corvus Gold Nevada Inc.
NB 610
1085228
Corvus Gold Nevada Inc.
NB 611
1085229
Corvus Gold Nevada Inc.
NB 612
1085230
Corvus Gold Nevada Inc.
NB 613
1085231
Corvus Gold Nevada Inc.
NB 614
1085232
Corvus Gold Nevada Inc.
NB 615
1085233
Corvus Gold Nevada Inc.
NB 616
1085234
Corvus Gold Nevada Inc.
NB 617
1085235
Corvus Gold Nevada Inc.
NB 618
1085236
Corvus Gold Nevada Inc.
NB 619
1085237
Corvus Gold Nevada Inc.
NB 620
1085238
Corvus Gold Nevada Inc.
NB 621
1085239
Corvus Gold Nevada Inc.
NB 622
1085240
Corvus Gold Nevada Inc.
NB 623
1085241
Corvus Gold Nevada Inc.
NB 624
1085242
Corvus Gold Nevada Inc.
NB 625
1085243
Corvus Gold Nevada Inc.
NB 626
1085244
Corvus Gold Nevada Inc.
NB 627
1085245
Corvus Gold Nevada Inc.
NB 628
1085246
Corvus Gold Nevada Inc.
NB 629
1085247
- 17 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB 630
1085248
Corvus Gold Nevada Inc.
NB 631
1085249
Corvus Gold Nevada Inc.
NB 632
1085250
Corvus Gold Nevada Inc.
NB 633
1085251
Corvus Gold Nevada Inc.
NB 634
1085252
Corvus Gold Nevada Inc.
NB 635
1085253
Corvus Gold Nevada Inc.
NB 636
1085254
Corvus Gold Nevada Inc.
NB 637
1085255
Corvus Gold Nevada Inc.
NB 638
1085256
Corvus Gold Nevada Inc.
NB 639
1085257
Corvus Gold Nevada Inc.
NB 640
1085258
Corvus Gold Nevada Inc.
NB 641
1085259
Corvus Gold Nevada Inc.
NB 642
1085260
Corvus Gold Nevada Inc.
NB 643
1085261
Corvus Gold Nevada Inc.
NB 644
1085262
Corvus Gold Nevada Inc.
NB 645
1085263
Corvus Gold Nevada Inc.
NB 646
1085264
Corvus Gold Nevada Inc.
NB 647
1085265
Corvus Gold Nevada Inc.
NB 648
1085266
Corvus Gold Nevada Inc.
NB 649
1085267
Corvus Gold Nevada Inc.
NB 650
1085268
Corvus Gold Nevada Inc.
NB 651
1085269
Corvus Gold Nevada Inc.
NB 652
1085270
Corvus Gold Nevada Inc.
NB 653
1085271
Corvus Gold Nevada Inc.
NB 654
1085272
Corvus Gold Nevada Inc.
NB 655
1085273
Corvus Gold Nevada Inc.
NB 656
1085274
Corvus Gold Nevada Inc.
NB 657
1085275
Corvus Gold Nevada Inc.
NB 658
1085276
Corvus Gold Nevada Inc.
NB 659
1085277
Corvus Gold Nevada Inc.
NB 660
1085278
Corvus Gold Nevada Inc.
NB 661
1085279
Corvus Gold Nevada Inc.
NB 662
1085280
Corvus Gold Nevada Inc.
NB 663
1085281
Corvus Gold Nevada Inc.
NB 664
1085282
Corvus Gold Nevada Inc.
NB 665
1085283
Corvus Gold Nevada Inc.
NB 666
1085284
Corvus Gold Nevada Inc.
NB 667
1085285
Corvus Gold Nevada Inc.
NB 668
1085286
- 18 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB 669
1085287
Corvus Gold Nevada Inc.
NB 670
1085288
Corvus Gold Nevada Inc.
NB 671
1085289
Corvus Gold Nevada Inc.
NB 672
1085290
Corvus Gold Nevada Inc.
NB 673
1085291
Corvus Gold Nevada Inc.
NB 674
1085292
Corvus Gold Nevada Inc.
NB 675
1085293
Corvus Gold Nevada Inc.
NB 676
1085294
Corvus Gold Nevada Inc.
NB 677
1085295
Corvus Gold Nevada Inc.
NB 678
1085296
Corvus Gold Nevada Inc.
NB 679
1085297
Corvus Gold Nevada Inc.
NB 680
1085298
Corvus Gold Nevada Inc.
NB 681
1085299
Corvus Gold Nevada Inc.
NB 682
1085300
Corvus Gold Nevada Inc.
NB 683
1085301
Corvus Gold Nevada Inc.
NB 684
1085302
Corvus Gold Nevada Inc.
NB 685
1085303
Corvus Gold Nevada Inc.
NB 686
1085304
Corvus Gold Nevada Inc.
NB 687
1085305
Corvus Gold Nevada Inc.
NB 688
1085306
Corvus Gold Nevada Inc.
NB 689
1085307
Corvus Gold Nevada Inc.
NB 690
1085308
Corvus Gold Nevada Inc.
NB 691
1085309
Corvus Gold Nevada Inc.
NB 692
1085310
Corvus Gold Nevada Inc.
NB 693
1085311
Corvus Gold Nevada Inc.
NB 694
1085312
Corvus Gold Nevada Inc.
NB 695
1085313
Corvus Gold Nevada Inc.
NB 696
1085314
Corvus Gold Nevada Inc.
NB 697
1085315
Corvus Gold Nevada Inc.
NB 698
1085316
Corvus Gold Nevada Inc.
NB 699
1085317
Corvus Gold Nevada Inc.
NB 700
1085318
Corvus Gold Nevada Inc.
NB 701
1085319
Corvus Gold Nevada Inc.
NB 702
1085320
Corvus Gold Nevada Inc.
NB 703
1085321
Corvus Gold Nevada Inc.
NB 704
1085322
Corvus Gold Nevada Inc.
NB 705
1085323
Corvus Gold Nevada Inc.
NB 706
1085324
Corvus Gold Nevada Inc.
NB 707
1085325
- 19 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB 708
1085326
Corvus Gold Nevada Inc.
NB 709
1085327
Corvus Gold Nevada Inc.
NB 710
1085328
Corvus Gold Nevada Inc.
NB 711
1085329
Corvus Gold Nevada Inc.
NB 712
1085330
Corvus Gold Nevada Inc.
NB 713
1085331
Corvus Gold Nevada Inc.
NB 714
1085332
Corvus Gold Nevada Inc.
NB 715
1085333
Corvus Gold Nevada Inc.
NB 716
1085334
Corvus Gold Nevada Inc.
NB 717
1085335
Corvus Gold Nevada Inc.
NB 718
1085336
Corvus Gold Nevada Inc.
NB 719
1085337
Corvus Gold Nevada Inc.
NB 720
1085338
Corvus Gold Nevada Inc.
NB 721
1085339
Corvus Gold Nevada Inc.
NB 722
1085340
Corvus Gold Nevada Inc.
NB 723
1085341
Corvus Gold Nevada Inc.
NB 724
1085342
Corvus Gold Nevada Inc.
NB 725
1085343
Corvus Gold Nevada Inc.
NB 726
1085344
Corvus Gold Nevada Inc.
NB 727
1085345
Corvus Gold Nevada Inc.
NB 728
1085346
Corvus Gold Nevada Inc.
NB 729
1085347
Corvus Gold Nevada Inc.
NB 730
1085348
Corvus Gold Nevada Inc.
NB 731
1085349
Corvus Gold Nevada Inc.
NB 732
1085350
Corvus Gold Nevada Inc.
NB 733
1085351
Corvus Gold Nevada Inc.
NB 734
1085352
Corvus Gold Nevada Inc.
NB 735
1085353
Corvus Gold Nevada Inc.
NB 736
1085354
Corvus Gold Nevada Inc.
NB 737
1085355
Corvus Gold Nevada Inc.
NB 738
1085356
Corvus Gold Nevada Inc.
NB 739
1085357
Corvus Gold Nevada Inc.
NB 740
1085358
Corvus Gold Nevada Inc.
NB 741
1085359
Corvus Gold Nevada Inc.
NB 742
1085360
Corvus Gold Nevada Inc.
NB 743
1085361
Corvus Gold Nevada Inc.
NB 744
1085362
Corvus Gold Nevada Inc.
NB 745
1085363
Corvus Gold Nevada Inc.
NB 746
1085364
- 20 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB 747
1085365
Corvus Gold Nevada Inc.
NB 748
1085366
Corvus Gold Nevada Inc.
NB 749
1085367
Corvus Gold Nevada Inc.
NB 750
1085368
Corvus Gold Nevada Inc.
NB 751
1085369
Corvus Gold Nevada Inc.
NB 752
1085370
Corvus Gold Nevada Inc.
NB 753
1085371
Corvus Gold Nevada Inc.
NB 754
1085372
Corvus Gold Nevada Inc.
NB 755
1085373
Corvus Gold Nevada Inc.
NB 756
1085374
Corvus Gold Nevada Inc.
NB 757
1085375
Corvus Gold Nevada Inc.
NB 758
1085376
Corvus Gold Nevada Inc.
NB 759
1085377
Corvus Gold Nevada Inc.
NB 760
1085378
Corvus Gold Nevada Inc.
NB 761
1085379
Corvus Gold Nevada Inc.
NB 762
1085380
Corvus Gold Nevada Inc.
NB 763
1085381
Corvus Gold Nevada Inc.
NB 764
1085382
Corvus Gold Nevada Inc.
NB 765
1085383
Corvus Gold Nevada Inc.
NB 766
1085384
Corvus Gold Nevada Inc.
NB 767
1085385
Corvus Gold Nevada Inc.
NB 768
1085386
Corvus Gold Nevada Inc.
NB 769
1085387
Corvus Gold Nevada Inc.
NB 770
1085388
Corvus Gold Nevada Inc.
NB 771
1085389
Corvus Gold Nevada Inc.
NB 772
1085390
Corvus Gold Nevada Inc.
NB 773
1085391
Corvus Gold Nevada Inc.
NB 774
1085392
Corvus Gold Nevada Inc.
NB 775
1085393
Corvus Gold Nevada Inc.
NB 776
1085394
Corvus Gold Nevada Inc.
NB 777
1085395
Corvus Gold Nevada Inc.
NB 778
1085396
Corvus Gold Nevada Inc.
NB 779
1085397
Corvus Gold Nevada Inc.
NB 780
1085398
Corvus Gold Nevada Inc.
NB 781
1085399
Corvus Gold Nevada Inc:
NB 782
1085400
Corvus Gold Nevada Inc.
NB 783
1085401
Corvus Gold Nevada Inc.
NB 784
1085402
Corvus Gold Nevada Inc.
NB 785
1085403
- 21 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB 786
1085404
Corvus Gold Nevada Inc.
NB 787
1085405
Corvus Gold Nevada Inc.
NB 788
1085406
Corvus Gold Nevada Inc.
NB 789
1085407
Corvus Gold Nevada Inc.
NB 790
1085408
Corvus Gold Nevada Inc.
NB 791
1085409
Corvus Gold Nevada Inc.
NB 792
1085410
Corvus Gold Nevada Inc.
NB 793
1085411
Corvus Gold Nevada Inc.
NB 794
1085412
Corvus Gold Nevada Inc.
NB 795
1085413
Corvus Gold Nevada Inc.
 NB 796
1085414
Corvus Gold Nevada Inc.
NB 797
1085415
Corvus Gold Nevada Inc.
NB 798
1085416
Corvus Gold Nevada Inc.
NB 799
1085417
Corvus Gold Nevada Inc.
NB 800
 1085418
Corvus Gold Nevada Inc.
NB 801
1085419
Corvus Gold Nevada Inc.
NB 802
1085420
Corvus Gold Nevada Inc.
NB 803
1085421
Corvus Gold Nevada Inc.
NB 804
1085422
Corvus Gold Nevada Inc.
NB 805
1085423
Corvus Gold Nevada Inc.
NB 806
1085424
Corvus Gold Nevada Inc.
NB 807
1085425
Corvus Gold Nevada Inc.
NB 808
1085426
Corvus Gold Nevada Inc.
NB 809
1109343
Corvus Gold Nevada Inc.
NB 810
1109344
Corvus Gold Nevada Inc.
NB 811
1109345
Corvus Gold Nevada Inc.
NB 812
1109346
Corvus Gold Nevada Inc.
NB 813
1109347
Corvus Gold Nevada Inc.
NB 814
1109348
Corvus Gold Nevada Inc.
NB 815
1109349
Corvus Gold Nevada Inc.
NB 816
1109350
Corvus Gold Nevada Inc.
NB 817
1109351
Corvus Gold Nevada Inc.
NB 818
1109352
Corvus Gold Nevada Inc.
NB 819
1109353
Corvus Gold Nevada Inc.
NB 820
1109354
Corvus Gold Nevada Inc.
NB 821
1109355
Corvus Gold Nevada Inc.
NB 822
1109356
Corvus Gold Nevada Inc.
NB 823
1109357
Corvus Gold Nevada Inc.
NB 824
1109358

- 22 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB 825
1109359
Corvus Gold Nevada Inc.
NB 826
1109360
Corvus Gold Nevada Inc.
NB 827
1109361
Corvus Gold Nevada Inc.
NB 828
1109362
Corvus Gold Nevada Inc.
NB 829
1109363
Corvus Gold Nevada Inc.
NB 830
1109364
Corvus Gold Nevada Inc.
NB 831
1109365
Corvus Gold Nevada Inc.
NB 832
1109366
Corvus Gold Nevada Inc.
NB 833
1109367
Corvus Gold Nevada Inc.
NB 834
1109368
Corvus Gold Nevada Inc.
NB 835
1109369
Corvus Gold Nevada Inc.
NB 836
1109370
Corvus Gold Nevada Inc.
NB 837
1109371
Corvus Gold Nevada Inc.
NB 838
1109372
Corvus Gold Nevada Inc.
NB 839
1109373
Corvus Gold Nevada Inc.
NB 840
1109374
Corvus Gold Nevada Inc.
NB 841
1109375
Corvus Gold Nevada Inc.
NB 842
1109376
Corvus Gold Nevada Inc.
NB 843
1109377
Corvus Gold Nevada Inc.
NB 844
1109378
Corvus Gold Nevada Inc.
NB 845
1109379
Corvus Gold Nevada Inc.
NB 846
1109380
Corvus Gold Nevada Inc.
NB 847
1109381
Corvus Gold Nevada Inc.
NB 848
1109382
Corvus Gold Nevada Inc.
NB 849
1109383
Corvus Gold Nevada Inc.
NB 850
1109384
Corvus Gold Nevada Inc.
NB 851
1109385
Corvus Gold Nevada Inc.
NB 852
1109386
Corvus Gold Nevada Inc.
NB 853
1109387
Corvus Gold Nevada Inc.
NB 854
1109388
Corvus Gold Nevada Inc.
NB 855
1109389
Corvus Gold Nevada Inc.
NB 856
1109390
Corvus Gold Nevada Inc.
NB 857
1109391
Corvus Gold Nevada Inc.
NB 858
1109392
Corvus Gold Nevada Inc.
NB 859
1109393
Corvus Gold Nevada Inc.
NB 860
1109394
Corvus Gold Nevada Inc.
NB 861
1109395
Corvus Gold Nevada Inc.
NB 862
1109396
Corvus Gold Nevada Inc.
NB 863
1109397

- 23 -


Land Holder
Claim / Parcel Name
BLM Serial No.
Corvus Gold Nevada Inc.
NB 864
1109398
Corvus Gold Nevada Inc.
NB 865
1109399

Table A-2 Private land leases comprising part of the North Bullfrog Property, Nye County Nevada

Lessor
Patented Claim Name
BLM Serial No.
     
Gregory
Jim Dandy
448055
Hall
Gold Basin
330227
Hall
Savage
330227
Hall
Savage 2
330227
Kolo Corp
Black Jack
163170
Kolo Corp
ZuZu
261838
Kolo Corp
Yellow Rose
369130
Kolo Corp
Yellow Rose No. 1
369130
Milliken
Indiana 1
245488
Milliken
Indiana 2
245488
Milliken
Indiana 3
245488
Pritchard
Banker’s Life
493623
Pritchard
Bimettalic 1
46204
Pritchard
Bimettalic 2
46204
Pritchard
Bimettalic 3
46205
Pritchard
Bluff
493623
Pritchard
Conservative
611953
Pritchard
KK1
504301
Pritchard
Mutual
493623
Pritchard
Penn Mutual
493623
Pritchard
Prudential
493623
Pritchard
Sunrise 1
114544
Pritchard
Sunrise 2
114544
Lunar Landing LLC
Dewey Bailey
269019
Lunar Landing LLC
Four Aces
269019
Lunar Landing LLC
Parson Haskins
269019
Lunar Landing LLC
Bull Con
269019
Lunar Landing LLC
Ugly
296019
Lunar Landing LLC
Hardtack
341527
Lunar Landing LLC
Connection Mine
342533

- 24 -



Lessor
Patented Claim Name
BLM Serial No.
Lunar Landing LLC
Equity
342533
Lunar Landing LLC
Geraldine 3
342533
Lunar Landing LLC
Grey Eagle 2
342533
Lunar Landing LLC
Grey Eagle 4
342533
Lunar Landing LLC
Vinegarroan
342533
Lunar Landing LLC
Sunflower
369130
Lunar Landing LLC
Sunflower No. 1
369130
Lunar Landing LLC
Sunflower No. 2
369130
Greenspun
Mayflower Lode Mining Claim
2548
Greenspun
Mayflower No. 1 Lode Mining Claim
2548
Greenspun
Mayflower No. 2 Lode Mining Claim
2548
Greenspun
Mayflower No. 3 Lode Mining Claim
2548
Greenspun
Moonlight Lode Mining Claim
2640
Greenspun
Moonlight No. 1 Lode Mining Claim
2640
Greenspun
Moonlight No. 2 Lode Mining Claim
2640
Greenspun
Starlight No. 4 Lode Mining Claim
2640
Greenspun
Starlight No. 5 Lode Mining Claim
2640
Greenspun
Starlight No. 6 Lode Mining Claim
2640
Greenspun
Starlight No. 7 Lode Mining Claim
2640
Sussman
Jolly Jane
402672
Sussman
Valley View
402672

- 25 -


MOTHER LODE PROPERTY HOLDINGS

Corvus Gold Nevada Inc. owns 100% of the Mother Lode Property located in Nye County, NV approximately 6 miles from the community of Beatty and immediately east of Highway 95. The property consists of Federal mining claims forming the Mother Lode claim group, the ME claim group and the MN claim group which are listed in the Table A-3. Figure A-2 shows the external property boundary with the extent of the Federal mining claims (blue lines) superimposed on a land image.

Figure A-2 Map of Mother Lode Property boundaries showing areas of Federal mining claims listed in Table A-3

Table A-3 List of Federal mining claims comprising the Mother Lode Property, Nye County Nevada

Land Holder
Federal Claim Name
BLM Serial No.
-
 
Corvus Gold Nevada Inc.
Mother Lode Group Claims
 
BVC #2
 
NMC352232
Corvus Gold Nevada Inc.
BVC #5698
NMC262791
Corvus Gold Nevada Inc.
BVC #5697
NMC262790

- 26 -


 
Land Holder
 
Federal Claim Name
 
BLM Serial No.
Corvus Gold Nevada Inc.
BVC #5696
NMC262789
Corvus Gold Nevada Inc.
Mother Lode #20
NMC264633
Corvus Gold Nevada Inc.
Mother Lode #15
NMC264628
Corvus Gold Nevada Inc.
MF 19
NMC699021
Corvus Gold Nevada Inc.
MF 17
NMC699019
Corvus Gold Nevada Inc.
MF 15
NMC699017
Corvus Gold Nevada Inc.
TWE 44
NMC685495
Corvus Gold Nevada Inc.
TWE 43
NMC685494
Corvus Gold Nevada Inc.
TWE 42
NMC685493
Corvus Gold Nevada Inc.
TWE 41
NMC685492
-
MN Group Claims
Corvus Gold Nevada Inc.
MN-01
NMC1143463
Corvus Gold Nevada Inc.
MN-02
NMCI 143464
Corvus Gold Nevada Inc.
MN-03
NMC1143465
Corvus Gold Nevada Inc.
MN-04
NMC1143466
Corvus Gold Nevada Inc.
MN-05
NMC1143467
Corvus Gold Nevada Inc.
MN-06
NMC1143468
Corvus Gold Nevada Inc.
MN-07
NMC1143469
Corvus Gold Nevada Inc.
MN-08
NMC1143470
Corvus Gold Nevada Inc.
MN-09
NMC1143471
Corvus Gold Nevada Inc.
MN-10
NMCI 143472
Corvus Gold Nevada Inc.
MN-11
NMC1143473
Corvus Gold Nevada Inc.
MN-12
NMC1143474
Corvus Gold Nevada Inc.
MN-13
NMCI 143475
Corvus Gold Nevada Inc.
MN-14
NMCI 143476
Corvus Gold Nevada Inc.
MN-15
NMC1143477
Corvus Gold Nevada Inc.
MN-16
NMC1143478
Corvus Gold Nevada Inc.
MN-17
NMC1143479
Corvus Gold Nevada Inc.
MN-I8
NMC1143480
Corvus Gold Nevada Inc.
MN-19
NMC1143481
Corvus Gold Nevada Inc.
MN-20
NMC1143482
Corvus Gold Nevada Inc.
MN-21
NMCI 143483
Corvus Gold Nevada Inc.
MN-22
NMCI 143484
Corvus Gold Nevada Inc.
MN-23
NMCI 143485
Corvus Gold Nevada Inc.
MN-24
NMC1143486
Corvus Gold Nevada Inc.
MN-25
NMCI 143487
Corvus Gold Nevada Inc.
MN-26
NMCI 143488
Corvus Gold Nevada Inc.
MN-27
NMC1143489
Corvus Gold Nevada Inc.
MN-28
NMC1143490
Corvus Gold Nevada Inc.
MN-29
NMC1143491

- 27 -


 
Land Holder
 
Federal Claim Name
 
BLM Serial No.
Corvus Gold Nevada Inc.
MN-30
NMC1143492
-
ME Group Claims
-
Corvus Gold Nevada Inc.
ME-01
NMC1143493
Corvus Gold Nevada Inc.
ME-02
NMC1143494
Corvus Gold Nevada Inc.
ME-03
NMC1143495
Corvus Gold Nevada Inc.
ME-04
NMC1143496
Corvus Gold Nevada Inc.
ME-05
NMC1143497
Corvus Gold Nevada Inc.
ME-06
NMCI 143498
Corvus Gold Nevada Inc.
ME-07
NMC1143499
Corvus Gold Nevada Inc.
ME-08
NMC1143500
Corvus Gold Nevada Inc.
ME-09
NMC1143501
Corvus Gold Nevada Inc.
ME-10
NMC1143502
Corvus Gold Nevada Inc.
ME-11
NMC1143503
Corvus Gold Nevada Inc.
ME-12
NMC1143504
Corvus Gold Nevada Inc.
ME-13
NMC1143505
Corvus Gold Nevada Inc.
ME-14
NMC1143506
Corvus Gold Nevada Inc.
ME-15
NMC1143507
Corvus Gold Nevada Inc.
ME-16
NMC1143508
Corvus Gold Nevada Inc.
ME-17
NMC1143509
Corvus Gold Nevada Inc.
ME-18
NMC1143510
Corvus Gold Nevada Inc.
ME-19
NMC1143511
Corvus Gold Nevada Inc.
ME-20
NMC1143512
Corvus Gold Nevada Inc.
ME-21
NMC1143513
Corvus Gold Nevada Inc.
ME-22
NMC1143514


- 28 -
EX-99.3 4 ex99-3.htm
Exhibit 99.3


CONFIDENTIALITY AGREEMENT
AMENDMENT

THIS CONFIDENTIALITY AGREEMENT AMENDMENT (this “Amendment”) is made and entered into effective the 4th day of December, 2018 (the “Effective Date”).

RECITALS

WHEREAS, Corvus Gold Nevada Inc., a Nevada corporation (“Corvus”) and AngloGold Ashanti (USA) Exploration, a Delaware corporation (“Viewer”) entered into that certain Confidentiality Agreement with an effective date of December 4, 2017 (“CA”); and

WHEREAS, Corvus and Viewer desire to amend the terms of the CA pursuant to the terms of this Amendment; and

WHEREAS, any terms not defined herein shall have the meanings set forth in the CA.

NOW, THEREFORE, in consideration of the promises, mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties agree as follows:

AMENDMENT

1.      The  Term  of the  CA is  hereby extended  effective  as of the  Effective Date and shall, unless terminated earlier by Corvus pursuant to the terms of the CA, remain in full force and effect for a period of one (1) year from the Effective Date. Upon termination of the CA, either by the passage of time or an early termination by Corvus, all obligations of the parties shall terminate, except as otherwise specified in Article 20 of the CA.

2.      Except as otherwise provided in this Amendment, all terms and provisions of the CA shall remain in full force and effect and the Viewer and Corvus hereby ratify and approve such terms.

3.      The following amendments to the CA are binding on the parties as of the Effective Date:


a.
The first sentence of paragraph 4.1 shall be amended to read - “Except as part of a Permitted Purpose, for a period of one  (1 year) from  the  date of this Agreement, none of: ... ”;



b.
Delete paragraph 4.l(b) with regard to the “Area of Interest” and any restrictions or limitations associated with an area of interest as that term is defined under the CA. The other provisions of Article 4 remain in full force and effect; and


c.
Change the percentage ownership or right to exercise control or direction over Corvus securities specified in paragraph 5.l(a) from 10% to 20%.

4.       This Amendment shall be binding upon the parties, and each of them, and their permitted successors and assigns.

5.       This Amendment may be executed in multiple counterparts, each of which shall constitute an original and all of which shall constitute one single document, and this Amendment may be transmitted by facsimile, which shall have the full force and effect as if it were an original.

6.       Nothing in this Amendment, whether express or implied, shall confer any rights or remedies under or by reason of this Amendment on any person, group or entity other than as expressly provided herein.

IN WITNESS WHEREOF, notwithstanding the date of execution, the parties hereto have caused this Amendment to be effective as of the Effective Date.

CORVUS GOLD NEVADA, INC.:
   
       
       
By:
/s/ Jeff Pontius
   
       
Name:
JEFF PONTIUS
   
       
Title:
CEO & PRESIDENT
   
       
       
       
       
ANGLOGOLD ASHANTI (U.S.A.) EXPLORATION INC.:
   
       
       
By:
/s/ Timothy G. Thompson
   
       
Name:
TIMOTHY G. THOMPSON
   
       
Title:
PRESIDENT
   
EX-99.4 5 ex99-4.htm
Exhibit 99.4

CONFIDENTIALITY AGREEMENT
AMENDMENT

THIS CONFIDENTIALITY AGREEMENT AMENDMENT (this “Amendment”) is made and entered into effective the 4th day of December, 2019 (the “Effective Date”).


RECITALS

WHEREAS, Corvus Gold Nevada Inc., a Nevada corporation (“Corvus”) and AngloGold Ashanti (U.S.A.) Exploration, a Delaware corporation (“Viewer”) entered into that certain Confidentiality Agreement with an effective date of December 4, 2017 (“CA”); and

WHEREAS, Corvus and Viewer desire to amend the terms of the CA pursuant to the terms of this Amendment; and

WHEREAS, any terms not defined herein shall have the meanings set forth in the CA, as amended from time to time.

NOW, THEREFORE, in consideration of the promises, mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties agree as follows:


AMENDMENT

1.          The Term of the CA is hereby extended effective as of the Effective Date and shall, unless terminated earlier by Corvus pursuant to the terms of the CA, remain in full force and effect for a period of one (I) year from the Effective Date. Upon termination of the CA, either by the passage of time or an early termination by Corvus, all obligations of the parties shall terminate, except as otherwise specified in Article 20 of the CA.

2.          The CA is hereby amended to add the following provision which is binding on the parties as of the Effective Date:

“From the Effective Date until one (1) year from the date of the termination of this Agreement, none of:


(a)
the Viewer; or


(b)
any of its subsidiaries, associates, Affiliates or entities over which it exercises control or direction, or which exercise control or direction over it;

will, directly or indirectly, purchase, acquire an interest in, stake, lease, claim, option, joint venture or otherwise acquire any interest, or right to acquire any interest, whatsoever in any real property or any mineral concessions, leases, claims or other form of mineral rights whatsoever, any part of which:


(a)
lies within the external boundaries of the claims set forth in Exhibit A-Area of Interest Claims;

3.           The CA is hereby amended to add the Exhibit A – Area of Interest Claims attached to this Amendment as Exhibit A – Area of Interest Claims to the CA.
1

4.           Except as otherwise provided in this Amendment, all terms and provisions of the CA, as amended from time to time, shall remain in full force and effect and the Viewer and Corvus hereby ratify and approve such terms.

5.           This Amendment shall be binding upon the parties, and each of them, and their permitted successors and assigns.

6.           This Amendment may be executed in multiple counterparts, each of which shall constitute an original and all of which shall constitute one single document, and this Amendment may be transmitted by facsimile, which shall have the full force and effect as if it were an original.

7.           Nothing in this Amendment, whether express or implied, shall confer any rights or remedies under or by reason of this Amendment on any person, group or entity other than as expressly provided herein.

5.           This Amendment may be executed in multiple counterparts, each of which shall constitute an original and all of which shall constitute one single document, and this Amendment may be transmitted by facsimile, which shall have the full force and effect as if it were an original.
2

CONFIDENTIALITY AGREEMENT
AMENDMENT
4 DECEMBER 2019


IN WITNESS WHEREOF, notwithstanding the date of execution, the patties hereto have caused this Amendment to be effective as of the Effective Date.


CORVUS GOLD NEVADA, INC.:
   
       
       
By:
/s/ Jeff Pontius
   
       
Name:
JEFF PONTIUS
   
       
Title:
CEO & PRESIDENT
   
       
       
       
       
ANGLOGOLD ASHANTI (U.S.A.) EXPLORATION, INC.
   
       
       
By:
/s/ Timothy G. Thompson
   
       
Name:
TIMOTHY G. THOMPSON
   
       
Title:
PRESIDENT
   

3


EXHIBIT A

AREA OF INTEREST CLAIMS

Claims

Claim Name
BLM Serial No. (NMC-)
BX #103
897556
BX #105
897558
BX #107
897560
BX #128
897579
BX #130
897580
BX #131
897581
BX #132
897582
BX #121
897574
BX #122
1014898
BX #123
897576
BX #202
900007
BX #204
900009
BX #206
900011
BX #208
900013
BX #210
900015
BX #212
900007
BX #115
897568
BX #117
897570
BX #119
897572
DX #05
923682
BX #133
897583
BX #134
897584
BX #135
897585
BX #136
897586
BX #137
897587
BX #138
897588
BX #139
900069

A-1



BX #140
900070
BX #141
900071
BX #142
900072
BX #151
900073
BX #152
900074
BX #153
900075
BX #154
900076
BX #155
900077
BX #156
900078
BX #157
900079
BX #158
900080
BX #159
900081
BX #160
900082



Exhibit A Map






A-2
EX-99.5 6 ex99-5.htm
Exhibit 99.5

CONFIDENTIALITY AGREEMENT
AMENDMENT

THIS CONFIDENTIALITY AGREEMENT AMENDMENT (this “Amendment”) is made and entered into effective December 1, 2020 (the “Effective Date”).

RECITALS

WHEREAS, Corvus Gold Nevada Inc., a Nevada corporation (“Corvus”) and AngloGold Ashanti (U.S.A.) Exploration, a Delaware corporation (“Viewer”) entered into that certain Confidentiality Agreement with an effective date of December 4, 2017 (“CA”); and

WHEREAS, Corvus and Viewer desire to amend the terms of the CA pursuant to the terms of this Amendment; and

WHEREAS, any terms not defined herein shall have the meanings set forth in the CA, as amended from time to time.

NOW, THEREFORE, in consideration of the promises, mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties agree as follows:

AMENDMENT

1.          The Term of the CA is hereby extended as of the Effective Date and shall, unless terminated earlier by Corvus pursuant to the terms of the CA, remain in full force and effect for a period of one (I) year from the Effective Date. Upon termination of the CA, either by the passage of time or an early termination by Corvus, all obligations of the parties shall terminate, except as otherwise specified in Article 20 of the CA.

2.           Except as otherwise provided in this Amendment, all terms and provisions of the CA, as amended from time to time, shall remain in full force and effect and the Viewer and Corvus hereby ratify and approve such terms.

3.           This Amendment shall be binding upon the parties, and each of them, and their permitted successors and assigns.

4.           This Amendment may be executed in multiple counterparts, each of which shall constitute an original and all of which shall constitute one single document, and this Amendment may be transmitted by facsimile, which shall have the full force and effect as if it were an original.

5.           Nothing in this Amendment, whether express or implied, shall confer any rights or remedies under or by reason of this Amendment on any person, group or entity other than as expressly provided herein.


Remainder of This Page Left Blank

1


CONFIDENTIALITY AGREEMENT
AMENDMENT
1 December 2020

IN WITNESS WHEREOF, notwithstanding the date of execution, the patties hereto have caused this Amendment to be effective as of the Effective Date.


CORVUS GOLD NEVADA, INC.:
   
       
       
By:
/s/ Jeff Pontius
   
       
Name:
JEFF PONTIUS
   
       
Title:
CEO
   
       
       
       
       
ANGLOGOLD ASHANTI (U.S.A.) EXPLORATION, INC.
   
       
       
By:
/s/ Timothy G. Thompson
   
       
Name:
TIMOTHY G. THOMPSON
   
       
Title:
PRESIDENT
   


2
EX-99.6 7 ex99-6.htm
Exhibit 99.6



CORVUS GOLD INC.

SUBSCRIPTION AGREEMENT

(COMMON SHARES – NON-BROKERED)

INSTRUCTIONS

All Subscribers:

1. Complete and sign pages i and ii of the Subscription Agreement.

All Canadian Residents:

1. If you are an “Accredited Investor”, complete and sign the Accredited Investor Certificate – Schedule A.
 
 
2. If you are not an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, complete section (1) of the Canadian Exemption Certificate and sign the Canadian Exemption Certificate – Schedule B.
 
 
3. If you are not an “Accredited Investor” but are resident in Ontario and are purchasing the Purchased Shares pursuant to the “Founder, control person and family – Ontario” exemption, complete section (2) of the Canadian Exemption Certificate and sign the Canadian Exemption Certificate – Schedule B.

All Non-U.S. Subscribers:

All Non-U.S. Subscribers must complete and sign the Non-U.S. Subscribers Regulation S Certificate – Schedule C

All U.S. Subscribers:

Complete and sign the U.S. Accredited Investor Certificate – Schedule D.

PLEASE DELIVER YOUR COMPLETED AND EXECUTED COPY OF, AND THE OTHER DOCUMENTS REQUIRED TO BE DELIVERED WITH, THIS SUBSCRIPTION AGREEMENT TO THE CORPORATION, ATTENTION MARLA K. RITCHIE (FAX NO. 1-604-408-7499 OR marla@corvusgold.com) PRIOR TO 5:00 P.M., VANCOUVER TIME, ON OR BEFORE MARCH 10, 2016.






THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  ACCORDINGLY, THESE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, AS DEFINED IN REGULATION S UNDER THE 1933 ACT, ABSENT AN EXEMPTION UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.  HEDGING TRANSACTIONS IN THESE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH THE 1933 ACT.



TO:          Corvus Gold Inc. (the “Corporation”) of Suite 2300 – 1177 West Hastings Street, Vancouver, BC V6E 2K3

The undersigned (the “Subscriber”) on its own behalf or, if applicable, on behalf of the disclosed purchaser who is identified by name and on whose behalf the Subscriber, as agent, is purchasing hereunder (the “Disclosed Purchaser”), hereby irrevocably subscribes for and agrees to purchase from the Corporation, on and subject to the terms and conditions attached hereto, that number of shares of the Corporation (the “Shares”) set forth below, for the aggregate subscription price set forth below at a subscription price of $0.70 per Share (the “Purchase Price”).

Attached as Appendix 1 to this Agreement are the terms and conditions of the sale of the Purchased Shares and the representations, warranties and covenants hereby made by the Subscriber and the Corporation, all of which Appendix 1 forms part of and is hereby incorporated by reference into this Agreement (the “Terms and Conditions”).

The Offering is subject to the Corporation obtaining conditional acceptance from the Toronto Stock Exchange (the “TSX”) to the Offering.

Number of Purchased
Shares
subscribed for
Subscriber’s Total Purchase Price
2,500,000
$1,750,000

Execution by the Subscriber (Please also ensure all Schedules (as applicable) are completed and executed (see “Instructions” on the first page of this Agreement)):

EXECUTED by the Subscriber this 10th day of March, 2016.

 
/s/ Timothy G. Thompson
 
 
6300 S. Syracuse Way, Ste. 500
Signature of Subscriber (if Subscriber is an individual) or of the Authorized Signatory (if Subscriber is not an individual)
 
(Subscriber’s Residential or Head Office Address) (please print)
 
AngloGold Ashanti (U.S.A.) Exploration, Inc.
 
 
Centennial, CO 80111
Name of Subscriber (please print)
   
 
VP Timothy G. Thompson
 
 
303-889-0700
Name and Official Capacity or Title of Authorized Signatory (please print)
 
(Telephone Number)
   
 
303-889-0707
   
(Facsimile Number)

-ii-


If you are signing this Agreement as agent for a Disclosed Purchaser please provide the
following information for the Disclosed Purchaser

Details of Disclosed Purchaser, if applicable

     
Name of Disclosed Purchaser (please print)
 
Disclosed Purchaser’s Residential or Head Office Address
     
(Telephone Number)
 
(Facsimile Number)


Registration Instructions (if other than in name of Subscriber):
 
Certificate Delivery Instructions (if other than the address above):
     
Name and Address (as it should appear on the certificates)
 
Address
     
     
Account reference, if applicable
 
Account reference, if applicable
     
Address of Intermediary
 
Contact Name
     
   
Telephone Number

The Offered Shares will be subject to a hold period in Canada of four months from the Closing Date pursuant to applicable securities laws and all Offered Shares, whether purchased by a Non-U.S. Purchaser or a U.S. Purchaser and whether resold inside or outside of the United States, including in Canada, will be “restricted securities” under Rule 144 of the 1933 Act and will be subject to a hold period under the 1933 Act.  The length of the hold period under the 1933 Act will depend upon the Corporation’s reporting status with the United States Securities and Exchange Commission, but is currently six months.  The certificates evidencing the Offered Shares will bear a legend to that effect, as applicable.  Consequently, the Offered Shares, will be subject to resale restrictions during such period.  You are advised to consult your own legal advisors in this regard.

Present Ownership of Securities

The Subscriber or Disclosed Purchaser, as the case may be, either [check appropriate box]:

owns directly or indirectly, or exercises control or direction over, no Common Shares or securities convertible into Common Shares; or

owns directly or indirectly, or exercises control or direction over, 14,698,876 Common Shares and convertible securities entitling the Subscriber to acquire an additional 2,500,000 Common Shares.

Insider or Registrant

The Subscriber or Disclosed Purchaser, as the case may be, is either [check appropriate box]:

an “Insider” as such term is defined herein; or

a “registrant” as such term is defined in the Securities Act (British Columbia); or

is not an “Insider”.

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This Agreement is accepted by Corvus Gold Inc. subject to the Terms and Conditions, this 11th day of March, 2016.

CORVUS GOLD INC.
 
     
Per:
/s/ Marla K. Ritchie
 
 
Authorized Signatory
 

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APPENDIX 1
TERMS AND CONDITIONS OF THE OFFERING

THE TERMS AND CONDITIONS OF THE OFFERING ARE AS FOLLOWS:

1.
Definitions

Definitions:  In this Agreement, unless the context otherwise requires:


(a)
“1933 Act” means the Securities Act of 1933, as amended, of the United States;


(b)
“Accredited Investor” has the meaning ascribed to such term in National Instrument 45-106;


(c)
“Agreement” means this subscription agreement and includes all schedules and appendices attached hereto, in each case, as the same may be amended, supplemented or restated from time to time;


(d)
“Business Day” means a day on which Canadian chartered banks are open for the transaction of regular business in the City of Vancouver, British Columbia;


(e)
“Closing” means the closing of the purchase and sale of the Offered Shares;


(f)
“Closing Date” means the date of the Closing, such date to be a date following receipt by the Corporation of all required regulatory acceptances/approvals and as determined by the Corporation;


(g)
“Commissions” means the provincial securities commission or other regulatory authority in each of the Offering Jurisdictions;


(h)
“Common Shares” means the common shares of the Corporation as constituted on the date hereof;


(i)
“Corporation” means Corvus Gold Inc., a corporation existing under the Business Corporations Act (British Columbia) and includes any successor corporation thereto;


(j)
“Disclosed Purchaser” means the Person on whose behalf the Subscriber, as agent, is purchasing hereunder;


(k)
“Dollars” or “$” means lawful money of Canada, unless otherwise indicated;


(l)
“Insider” means (i) a director or senior officer of the Corporation, (ii) a director or senior officer of a company that is an Insider or subsidiary of the Corporation, and (iii) a Person that beneficially owns or controls, directly or indirectly, more than 10% of the outstanding Common Shares of the Corporation;


(m)
“National Instrument 45-106” means National Instrument 45-106 “Prospectus and Registration Exemptions” of the Canadian Securities Administrators;


(n)
“Non-U.S. Subscriber” means any Subscriber that is not a U.S. Subscriber;


(o)
“Offered Shares” means the up to $2,500,000 Common Shares offered for sale by the Corporation pursuant to the Offering;


(p)
“Offering” means the offering of the Offered Shares on a private placement basis;


(q)
“Offering Jurisdictions” means collectively all of the provinces of Canada, the United States and such other overseas jurisdictions as may be agreed to by the Corporation;


(r)
“Person” means an individual, a firm, a corporation, a syndicate, a partnership, a trust, an association, an unincorporated organization, a joint venture, an investment club, a government or an agency or political subdivision thereof and every other form of legal or business entity of whatsoever nature or kind;


(s)
“Personal Information” means any personal information as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time and without limiting the foregoing, but for greater clarity in this Agreement, means information about an identifiable individual, including but not limited to any information about the Subscriber and, if applicable, any Disclosed Purchaser, and includes information provided by the Subscriber in this Agreement;






(t)
“Purchase Price” means CAD$0.70 per Offered Share;


(u)
“Purchased Shares” means the Common Shares which the Subscriber has agreed to purchase under this Agreement;


(v)
“Regulation D” means Regulation D under the 1933 Act;


(w)
“Regulation S” means Regulation S under the 1933 Act;


(x)
“Regulatory Authorities” means the Commissions and the Stock Exchange;


(y)
“Securities Laws” means the securities legislation and regulations of, and the instruments, policies, rules, orders, codes, notices and interpretation notes of each of the Commissions;


(z)
“Stock Exchange” means the Toronto Stock Exchange;


(aa)
“Subscriber” means the Person purchasing the Purchased Shares and whose name appears on the execution page hereof and who has signed this Agreement;


(bb)
“Subscription Proceeds” means the aggregate Purchase Price paid by the Subscriber for the Purchased Shares;


(cc)
“U.S. Accredited Investor” means an “accredited investor” as defined in Rule 501(a) under the 1933 Act and without limiting the foregoing, but for greater clarity in this Agreement, which satisfies the conditions of the U.S. Accredited Investor Certificate;


(dd)
“U.S. Accredited Investor Certificate” means the certificate to be executed by persons that are in the United States, U.S. Persons or purchasing the Purchased Shares for the account or benefit of persons that are in the United States or U.S. Persons, and attached as Schedule D to this Agreement;


(ee)
“U.S. Person” has the meaning ascribed to it in Regulation S.  Without limiting the foregoing, but for greater clarity in this Agreement, a U.S. Person includes, subject to the exclusions set forth in Regulation S, (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under the laws of the United States, (iii) any estate or trust of which any executor, administrator or trustee is a U.S. Person, (iv) any agency or branch of a foreign entity located in the United States; (v) any non discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person, (vi) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States, and (vii) any partnership or corporation organized or incorporated under the laws of any non U.S. jurisdiction which is formed by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by U.S. Accredited Investors who are not natural persons, estates or trusts;


(ff)
“U.S. Subscriber” means:  (i) any person resident in the United States or that is a U.S. Person, (ii) any person purchasing for the account or benefit of a U.S. Person or person in the United States, (iii) any person that receives or received an offer of the Offered Shares while in the United States, or (iv) any person that was (or whose authorized signatory was) in the United States at the time their buy order was originated or this Agreement was executed; U.S. Subscriber does not include persons excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) of Regulation S under the U.S. Securities Act or persons holding accounts excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) of Regulation S under the U.S. Securities Act, solely in their capacities as holders of such accounts; and


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(gg)
“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

2.
Conditions of the Offering

In connection with your purchase of the Purchased Shares, you agree to return to the Corporation in accordance with the Corporation’s instructions, as soon as possible the following documents:


(a)
this Agreement (including the forms set out in Schedules A, B, C and D, attached hereto, as applicable) duly completed and executed;


(b)
a certified cheque, bank draft or wire transfer or other acceptable form of payment to the Corporation, as applicable, for the total Purchase Price of the Purchased Shares payable to the Corporation or, if applicable, confirmation of “Delivery Against Payment” arrangements;


(c)
if you are, or, if applicable, the Disclosed Purchaser is, a resident of Canada, and if you are an “Accredited Investor”, a duly executed and completed Accredited Investor Certificate, attached as Schedule A hereto;


(d)
if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in any province of Canada (other than Ontario or Saskatchewan) and are purchasing the Purchased Shares pursuant to the “Family, Friends and Business Associates” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B and Appendix I or Appendix II, as applicable, hereto;


(e)
if you are not, or, if applicable, the Disclosed Purchaser is not, an “Accredited Investor” but are resident in Ontario and are purchasing the Purchased Shares pursuant to the “Founder, control person and family” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B and Appendix I or Appendix II, as applicable, hereto;


(f)
if you, or the Disclosed Purchaser, as the case may be, qualifies under the “Employee, Executive Officer, Director and Consultant” exemption, a duly executed and completed Canadian Exemption Certificate, attached as Schedule B hereto;


(g)
if you are and the Disclosed Purchaser is a Non-U.S. Subscriber, a fully executed and completed Non-U.S. Subscriber Regulation S Certificate, attached as Schedule C hereto;


(h)
if you are, or, if applicable, the Disclosed Purchaser is, a U.S. Subscriber, a fully executed and completed U.S. Accredited Investor Certificate, attached as Schedule D hereto; and


(i)
any further documentation as required under the Securities Laws or by the policies of the Stock Exchange or other Regulatory Authorities.