Corvus Gold Announces Closing of Strategic CAD $5.23M Non-Brokered Private Placement
November 26, 2013
Participants Include: Tocqueville Asset Management L.P, AngloGold Ashanti (U.S.A) Exploration Inc., Euro Pacific Gold Fund, Peter Schiff and Corvus Gold Management
November 26, 2013
Vancouver, B.C……..Corvus Gold Inc. (“Corvus” or the “Company”) - (TSX: KOR, OTCQX: CORVF) announces the closing of a CAD $5,230,000 non-brokered private placement (the “Offering”) on November 26, 2013. Under the terms of the Offering, the Company issued 5,230,000 common shares at a price of CAD $1.00 per share, which represents a 15% discount to the 5-day volume weighted average price from October 29 through November 4, 2013 of CAD $1.18.
Insider participants in Offering, which did not include the issuance of any warrants, include: Tocqueville Asset Management L.P. (1,000,000 shares); AngloGold Ashanti (USA) Exploration Inc. (3,000,000 shares); and Corvus management & directors (385,000 shares) including Jeffrey Pontius, Dr. Russell Myers, Catherine Gignac, Steve Aaker, Quentin Mai, Peggy Wu and Lawrence Talbot. Full insider transaction details can be found on SEDI (www.sedi.ca). Corvus now has approximately CAD $8M in working capital as at the closing of the Offering.
Jeff Pontius, Corvus CEO, stated “The closing of this strategic financing on terms that minimize shareholder dilution in a challenging market highlights the confidence and commitment of our major shareholders. It is also exciting to have Euro Pacific Gold Fund and Peter Schiff join the Corvus shareholder group with their insightful view on our sector. Management firmly believes that an integral part of maximizing the upside potential of the North Bullfrog project is the continued drilling and expansion of our newly discovered Yellowjacket high-grade gold-silver system. The impact of the results from this high-grade gold and silver system on the existing global project resource and preliminary economic assessment (“PAE”) should be apparent in the updated resource estimate and PEA scheduled for release following the end of the 2013 drill season in Q1 2014. As a result of this financing, Corvus will be able to continue with an aggressive drill program at Yellowjacket and other high-grade targets as well as proceed towards initial permitting work next year.”
The Company paid a finder’s fee to each of Euro Pacific Capital, Inc. and Scarsdale Equities LLC in the amounts of $8,500 and $12,500, respectively, in connection with the portion of the Offering raised through such firms. The finder’s fee is equal to 5% of the gross proceeds raised from investors introduced to the Company by such firms. All common shares issued in the Offering have a hold period in Canada of four months from the closing of the Offering. In addition, all common shares issued in the Offering are subject to resale restrictions under U.S. federal and state securities laws.
The Company has determined that there are exemptions available from the various requirements of Multilateral Instrument 61-101 for the issuance of the common shares in the Offering to insiders. There is no change of control, and no new insiders have been created, as a result of the Offering.
The common shares issued in the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”) or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States 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.
On behalf of
CORVUS GOLD INC.
(signed) Jeffrey A. Pontius
Jeffrey A. Pontius,
Chief Executive Officer
Phone: 1-888-770-7488 (toll free) or (604) 638-3246/Fax: (604) 408-7499
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and US securities legislation about the Company and its business. Forward-looking statements are statements that are not historical facts, and include, without limitation, statements regarding the anticipated content, commencement and cost of exploration programs, anticipated exploration program results, the discovery and delineation of mineral deposits/resources/reserves, the planned use of the proceeds from the Offering by the Company, the proposed completion and release of an updated resource estimate and preliminary economic assessment for the North Bullfrog project, whether in Q1, 2014 or at all, the ability of the Company to be able to continue with an aggressive drill program at Yellowjacket and other high-grade targets as well as proceed towards initial permitting work next year, the potential for any mining or production at North Bullfrog following a production decision, business and financing plans and business trends 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, those risks and uncertainties disclosed in the Company’s latest interim Management Discussion and Analysis filed with certain securities commissions in Canada and other information released by the Company and filed with the appropriate regulatory agencies. All of the Company's Canadian public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the technical reports filed with respect to the Company's mineral properties.
This news release is not, and is not to be construed in any way as, an offer to buy or sell securities in the United States.