Statement of Changes in Beneficial Ownership (4)
20 January 2022 - 7:59AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Largent Ronald W. |
2. Issuer Name and Ticker or Trading Symbol
Corvus Gold ULC
[
KOR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) FEC and Director |
(Last)
(First)
(Middle)
C/O CORVUS GOLD ULC, 700 WEST PENDER STREET, SUITE 1750 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/18/2022 |
(Street)
VANCOUVER, A1 V6C 1G8
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares | 1/18/2022 | | D | | 175000 | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) | $2.41 (2) | 1/18/2022 | | D | | | 300000 | (3) | 1/15/2026 | Common Stock | 300000 | (4) | 0 | D | |
Stock Option (Right to Buy) | $1.57 (5) | 1/18/2022 | | D | | | 150000 | (6) | 2/3/2025 | Common Stock | 150000 | (4) | 0 | D | |
Stock Option (Right to Buy) | $1.64 (7) | 1/18/2022 | | D | | | 75000 | (8) | 6/13/2024 | Common Stock | 75000 | (4) | 0 | D | |
Stock Option (Right to Buy) | $1.53 (9) | 1/18/2022 | | D | | | 400000 | (10) | 4/9/2024 | Common Stock | 400000 | (4) | 0 | D | |
Stock Option (Right to Buy) | $1.56 (11) | 1/18/2022 | | D | | | 250000 | (12) | 11/19/2023 | Common Stock | 250000 | (4) | 0 | D | |
Explanation of Responses: |
(1) | Disposed of pursuant to the Arrangement Agreement and Plan of Arrangement by and between the issuer (formerly known as Corvus Gold Inc.), 1323606 B.C. Unlimited Liability Company (the "Purchaser") and AngloGold Ashanti Holdings plc (the "Guarantor") dated September 13, 2021 (the "Arrangement"), which was consummated on January 18, 2022, and pursuant to which the Purchaser acquired all of the outstanding common shares of the issuer (other than those owned by the Purchaser and its affiliates) in exchange for cash consideration of C$4.10 per share. |
(2) | As previously reported, exercise price reported above was converted from the Canadian exercise price of C$3.05 using an exchange rate of C$1.2654 = US$1.00. |
(3) | Options were granted on January 15, 2021, and vest as follows: One-third on January 15, 2022; one-third on January 15, 2023; and one-third on January 15, 2024. |
(4) | In connection with the Arrangement, all outstanding options to purchase common shares of the issuer as of immediately prior to the effective time of the Arrangement, were deemed unconditionally vested and exercisable, and subsequently cancelled in exchange for cash payment equal to the difference between the per share consideration of C$4.10 and the per share exercise price of such option multiplied by the number of common shares issuable pursuant to such option, less applicable withholdings. |
(5) | As previously reported, the exercise price reported above was converted from the Canadian exercise price of C$2.09 using an exchange rate of C$1.3275=US$1.00. |
(6) | Options were granted on February 3, 2020 and vest as follows: one-third on February 3, 2021, one-third on February 3, 2022 and one-third on February 3, 2023. |
(7) | As previously reported, the exercise price reported above was converted from the Canadian exercise price of C$2.18 using an exchange rate of C$1.3324=US$1.00. |
(8) | Options were granted on June 13, 2019 and vest as follows: one-third on June 13, 2020, one-third on June 13, 2021 and one-third on June 13, 2021. |
(9) | As previously reported, the exercise price was converted from the Canadian price of C$2.04 to USD using an exchange rate of C$1.3316=US$1.00. |
(10) | Options were granted on April 9, 2019 and vest as follows: one-third on April 9, 2020, one-third on April 9, 2021 and one-third on April 9, 2022. |
(11) | As previously reported, the exercise price was converted from Canadian exercise price of C$2.06 using an exchange rate of C$1.3182 = US$1.00. |
(12) | Options were granted on November 19, 2018 and vest as follows: one-third on November 19, 2019, one-third on November 19, 2020 and one-third on November 19, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Largent Ronald W. C/O CORVUS GOLD ULC 700 WEST PENDER STREET, SUITE 1750 VANCOUVER, A1 V6C 1G8 |
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| FEC and Director |
Signatures
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/s/ Marla Ritchie as attorney-in-fact for Ronald Largent | | 1/19/2022 |
**Signature of Reporting Person | Date |
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