Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 6, 2022, Corvus Gold Inc. (the "Company") held a special meeting (the
"Special Meeting") of its shareholders and optionholders (collectively, the
"Securityholders"). The matters submitted for a vote and the related results are
set forth below. A more detailed description of each proposal is set forth in
the Company's definitive proxy statement/management information circular on
Schedule 14A, as filed with the Commission on November 26, 2021. A total of
81,896,879 common shares of the Company ("Common Shares"), representing
approximately 64.48% of the issued and outstanding Common Shares as at the
record date of November 22, 2021 (the "Record Date"), and 11,948,500 options of
the Company (the "Options"), representing approximately 99.53% of the issued and
outstanding Options as at the Record Date, were voted at the Special Meeting
either in person or represented by proxy.
Proposal One- Arrangement Resolution
By a resolution passed on a ballot, the resolution (the "Arrangement
Resolution") approving the plan of arrangement (the "Arrangement") between the
Company, 1323606 B.C. Unlimited Liability Company and AngloGold Ashanti Holdings
plc. was approved by (i) approximately 99.45% of the Common Shares voted at the
Special Meeting (including those held by the AGA Group); (ii) approximately
99.52% of the Common Shares and Options voted at the Special Meeting, voting
together as a class (including those held by the AGA Group); and (iii)
approximately 99.12% of the Common Shares voted at the Special Meeting, after
excluding votes from certain shareholders, including the AGA Group, as required
under Multilateral Instrument 61-101 - Protection of Minority Security Holders
in Special Transactions (the "Disinterested Stockholder Approval").
The results of the voting on this matter were as follows:
Common Shares:
Votes FOR Votes AGAINST Votes ABSTAIN Broker Non-Votes
81,447,843 431,106 17,930
0
Common Shares and Options:
Votes FOR Votes AGAINST Votes ABSTAIN Broker Non-Votes
93,396,343 431,106 17,930
0
Disinterested Stockholder Approval:
Votes FOR Votes AGAINST Votes ABSTAIN Broker Non-Votes
50,587,890* 431,106 17,930
0
* - 30,859,953 Common Shares excluded
Proposal Two - Golden Parachute Proposal
By a resolution passed on a ballot, the resolution to approve on a non-binding,
advisory basis, the compensation arrangements for the Company's named executive
officers in connection with the Arrangement was passed.
The results of the voting on this matter was as follows:
Votes FOR Votes AGAINST Votes ABSTAIN Broker Non-Votes
81,159,238 659,465 78,176
0
Proposal Three - Adjournment Proposal
A quorum being present at the Special Meeting and all matters having passed, the
resolution to adjourn the Special Meeting to a later date, not being necessary,
was not put before the Securityholders for a vote.
Item 7.01. Regulation FD Disclosure.
On January 6, 2022, the Company issued a press release announcing the results of
the Special Meeting. 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 in Item 7.01 of this report 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.
Exhibit No. Name
99.1 Press Release dated January 6, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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