UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): June 7, 2018
Corvus Gold Inc.
(Exact Name of Registrant as Specified in Charter)
| British Columbia, Canada | 000-55447 | 98-0668473 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| Suite 1750, 700 West Pender Street, Vancouver, British Columbia, Canada N/A |
| (Address of Principal Executive Offices) (Zip Code) |
(604) 638-3246
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ X ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ X ]
Item 3.02. Unregistered Sales of Equity Securities.
On June 7, 2018, Corvus Gold Inc. (the “Company”) issued an aggregate 1,730,770 common shares in relation to the closing of a non-brokered private placement at a price of $2.60 per common share to a key strategic shareholder. The common shares were issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D thereunder and pursuant to the exclusion from registration under the Securities Act provided by Rule 903 of Regulation S thereunder, on the basis of representations of eligibility and suitability made to the Company by the investor in the subscription agreement for the common shares.
Item 7.01. Regulation FD Disclosure.
On June 7, 2018, the Company issued a press release reporting the closing of its private placement of common shares. A copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. Financial Statements and Exhibits.
* The foregoing exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.Exhibit Description 99.1* Press Release, dated June 7, 2018
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Corvus Gold Inc. | ||
| Date: July 12, 2018 | By: | /s/ Jeffrey A. Pontius |
| Jeffrey A. Pontius | ||
| President & Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1* | Press Release, dated June 7, 2018 |
* The foregoing exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
EXHIBIT 99.1
Corvus Gold Closes $4.5M Financing with Strategic Investor to Advance Its Mother Lode Project Through 2019
VANCOUVER, British Columbia, June 07, 2018 (GLOBE NEWSWIRE) -- Corvus Gold Inc. (“Corvus” or the “Company”) - (TSX:KOR) (OTCQX:CORVF) announces it has completed a CAD $4,500,002 private placement (the “Private Placement”). Pursuant to the Private Placement, the Company issued 1,730,770 common shares at a price of CAD $2.60 to a key strategic shareholder. No warrants were issued. Proceeds of the financing will fund the planned Phase Three 30,000 metre exploration drill program at Mother Lode project through 2018-19.
Jeff Pontius, President and CEO of Corvus, said, “We are pleased to have secured the funding for our Phase Three Mother Lode exploration program with a strategic investor. The Company appreciates the confidence this investment shows in Corvus Gold’s ability to advance the large new Nevada, North Bullfrog and Mother Lode gold projects. Our shareholders can look forward to continued news flow on our progress of the Mother Lode project including a maiden resource expected in Q3 and a combined North Bullfrog-Mother Lode preliminary economic assessment expected in Q4.”
The common shares issued in the Private Placement are subject to a minimum 6-month hold period unless otherwise registered under applicable securities laws. The Toronto Stock Exchange has granted conditional approval to the issuance of the Corvus common shares under the Private Placement.
The foregoing securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended or any applicable state securities laws and may not be offered or sold absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About the North Bullfrog & Mother Lode Projects, Nevada
Corvus controls 100% of its North Bullfrog Project, which covers approximately 72 km² in southern Nevada. The property package is made up of a number of private mineral leases of patented federal mining claims and 865 federal unpatented mining claims. The project has excellent infrastructure, being adjacent to a major highway and power corridor as well as a large water right. The Company also controls 194 federal unpatented mining claims on the Mother Lode project which totals 1,597 hectares which it owns 100% of.
About Corvus Gold Inc.
Corvus Gold Inc. is a North American gold exploration and development company, focused on its near-term gold-silver mining project at the North Bullfrog and Mother Lode Districts in Nevada. In addition, the Company controls a number of royalties on other North American exploration properties representing a spectrum of gold, silver and copper projects. Corvus is committed to building shareholder value through new discoveries and the expansion of its projects to maximize share price leverage in an advancing gold and silver market.
On behalf of
Corvus Gold Inc.
(signed) Jeffrey A. Pontius
Jeffrey A. Pontius,
President & Chief Executive Officer
| Contact Information: | Ryan Ko |
| Investor Relations | |
| Email: info@corvusgold.com | |
| Phone: 1-844-638-3246 (toll free) or (604) 638-3246 |
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and US securities legislation. All statements, other than statements of historical fact, included herein, including, without limitation, statements regarding the potential use of proceeds from the offering, the advancement and development of our Mother Lode project and the expansion of our 2018 drill program; the full funding of the 2018 drill program as a result of the financing; updates on the development progress at the Mother Lode project; expected timing for the maiden mineral resource estimate and the combined North Bullfrog – Mother Lode preliminary economic assessment; the potential for new deposits and expected increases in a system’s potential; anticipated content, commencement and cost of exploration programs, anticipated exploration program results, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, variations in the nature, quality and quantity of any mineral deposits that may be located, variations in the market price of any mineral products the Company may produce or plan to produce, the Company's inability to obtain any necessary permits, consents or authorizations required for its activities, the Company's inability to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies, and other risks and uncertainties disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2017 filed with certain securities commissions in Canada and the Company’s most recent filings with the United States Securities and Exchange Commission (the “SEC”). All of the Company’s Canadian public disclosure filings in Canada may be accessed via www.sedar.com and filings with the SEC may be accessed via www.sec.gov and readers are urged to review these materials, including the technical reports filed with respect to the Company’s mineral properties.