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Form 8-K Corvus Gold Inc. For: Mar 05

March 5, 2015 5:27 PM EST

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: February 27, 2015

(Date of earliest event reported)

Corvus Gold Inc.
(Exact Name of Registrant as Specified in Charter)

British Columbia, Canada
(State or Other Jurisdiction of Incorporation)
333-197099
(Commission File Number)
98-0668473
(IRS Employer Identification No.)

 

Suite 2300, 1177 W. Hastings St.

Vancouver, British Columbia Canada

(Address of principal executive offices)

N/A

(Zip Code)

 

Registrant’s telephone number, including area code:   (604) 638-3246

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))



 

 

Item 3.02 Unregistered Sale of Equity Securities.

On February 27, 2015, Corvus Gold Inc. (the “Company”) issued 4,500,000 common shares in relation to the closing of a non-brokered private placement. The common shares were sold at a price of Cdn$1.00 per common share for aggregate gross proceeds of Cdn.$4,500,000. 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, on the basis of representations of eligibility and suitability made to the Company by the investors in the subscription agreement for the common shares.

Item 7.01. Regulation FD Disclosure.

On February 27, 2015, 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. Exhibits.

 

Exhibit Description
99.1* Press Release, dated February 27, 2015

 

* The foregoing exhibits relating to Item 7.01 are intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

 

SIGNATURES

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:  March 5, 2015 By: /s/ Jeffrey A. Pontius
    Jeffrey A. Pontius
Chief Executive Officer
     

 

 
 

EXHIBIT INDEX

 

Exhibit Description
99.1* Press Release, dated February 27, 2015
   

* The foregoing exhibits relating to Item 7.01 are intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

 

Exhibit 99.1

 

Corvus Gold Announces Closing of CAD $4.5M @ $1.00 per share Non-Brokered Private Placement

Participants Include Tocqueville Asset Management L.P and AngloGold Ashanti (U.S.A) Exploration Inc.

TSX: KOR OTCQX: CORVF

VANCOUVER, Feb. 27, 2015 /CNW/ - Corvus Gold Inc. ("Corvus" or the "Company") - (TSX: KOR, OTCQX: CORVF) announces the closing of a CAN $4,500,000 non-brokered private placement.  Pursuant to the financing the Company issued 4,500,000 common shares at a price of CAD $1.00 per share. Insider participants in the private placement include Tocqueville Asset Management L.P. and AngloGold Ashanti (USA) Exploration Inc. two of the Company's largest and long term shareholders. Full transaction details can be found on SEDI (www.sedi.ca).

Jeff Pontius, Corvus Gold CEO states "The closing of this financing on terms that minimize shareholder dilution in a challenging market highlights the confidence and commitment of our major shareholders.  The proceeds will fully fund Corvus Gold's proposed 2015 exploration program which will be targeting additional Yellowjacket type deposits throughout the District.  Exploration over the past year has identified numerous favourable structural targets which are similar to the high-grade Yellowjacket and historic Bullfrog vein systems. The initial phase of exploration drilling will begin in Q2 of this year.  The positive results from the 2014 drilling program and the District exploration program have provided encouragement for the discovery of multiple veins and for the North Bullfrog project to develop into a new Nevada high-grade District."

The Company has determined that there are exemptions available from the various requirements of Multilateral Instrument 61-101 for the issuance of any securities to insiders. There is no change of control as a result of the Offering.

The foregoing securities 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, including the United States, in which such offer, solicitation or sale would be unlawful.

On behalf of
CORVUS GOLD INC.

(signed) Jeffrey A. Pontius
Jeffrey A. Pontius,
Chairman and Chief Executive Officer

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. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the proposed use of the proceeds of the Offering and the Private Placement and the prospects of the North Bullfrog Project developing into a new Nevada high-grade District by the Company 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.

SOURCE Corvus Gold Inc.

 

%CIK: 0001507964

 

For further information: Ryan Ko, Investor Relations, Email: [email protected], Phone: 1-888-770-7488 (toll free) or (604) 638-3246/Fax: (604) 408-7499

CO: Corvus Gold Inc.

CNW 14:45e 27-FEB-15



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