UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2017
OR
☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from        to

 

Commission file number: 000-55447

 

 

CORVUS GOLD INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

British Columbia, Canada	98-0668473
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1750-700 West Pender Street Vancouver, British Columbia, Canada,	V6C 1G8
(Address of Principal Executive Offices)	(Zip code)

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒     No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒     No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ☐	Accelerated filer  ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Small reporting company    ☒
	Emerging growth company  ☒

 

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. ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐     No ☒

 

As of January 11, 2018, the registrant had 104,255,175 common shares outstanding.

 

 

Table of Contents

 

		Page
PART I	FINANCIAL INFORMATION
ITEM 1	FINANCIAL STATEMENTS	3
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32
ITEM 4	CONTROLS AND PROCEDURES	32
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	33
ITEM 1A	RISK FACTORS	33
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	33
ITEM 4	MINE SAFETY DISCLOSURES	33
ITEM 5	OTHER INFORMATION	33
ITEM 6	EXHIBITS	34
SIGNATURES

 

 

 

 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

CORVUS GOLD INC.

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

(Expressed in Canadian dollars)

 

 

Nature and continuance of operations (note 1)

 

Approved on behalf of the Directors:

 

“Jeffrey Pontius”	Director
“Anton Drescher”	Director

 

These accompanying notes form an integral part of these condensed interim consolidated financial statements

 

 

CORVUS GOLD INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(Expressed in Canadian dollars)

 

 

These accompanying notes form an integral part of these condensed interim consolidated financial statements

 

 

CORVUS GOLD INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Expressed in Canadian dollars)

SIX MONTHS ENDED NOVEMBER 30,

 

 

Supplemental cash flow information (note 9)

 

These accompanying notes form an integral part of these condensed interim consolidated financial statements

 

 

CORVUS GOLD INC.

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Unaudited)

(Expressed in Canadian dollars)

 

 

These accompanying notes form an integral part of these condensed interim consolidated financial statements

 

 

 

 

 

 

 

 

 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis should be read in conjunction with our unaudited condensed interim consolidated financial statements for the six months ended November 30, 2017, and the related notes thereto, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). This discussion and analysis contains forward-looking statements and forward-looking information that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements and information as a result of many factors. See section heading “Note Regarding Forward-Looking Statements” below. All currency amounts are stated in Canadian dollars unless noted otherwise.

 

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES AND PROVEN AND PROBABLE RESERVES

 

Corvus Gold Inc. (“we”, “us”, “our,” “Corvus” or the “Company”) is a mineral exploration company engaged in the acquisition and exploration of mineral properties. The mineral estimates in the Technical Report (as defined below) referenced in this Quarterly Report on Form 10-Q have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. As used in the Technical Report referenced in this Quarterly Report on Form 10-Q, the terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 “Standards of Disclosure for Mineral Projects” (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ materially from the definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 (“SEC Industry Guide 7”). Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves, and the primary environmental analysis or report must be filed with the appropriate governmental authority.

 

In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all or any part of a mineral deposit in these categories will ever be converted into reserves. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all, or any part, of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures.

 

Accordingly, information contained in this report and the Technical Report referenced in this report contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

 

CAUTIONARY NOTE TO ALL INVESTORS CONCERNING ECONOMIC ASSESSMENTS THAT INCLUDE INFERRED RESOURCES AND HISTORICAL ESTIMATES

 

The Company currently holds or has the right to acquire interests in an advanced stage exploration project in Nye County, Nevada referred to as the North Bullfrog Project (the “NBP”) and interests in the Mother Lode Property. Mineral resources that are not mineral reserves have no demonstrated economic viability. The preliminary economic assessment included in the Technical Report on the NBP is preliminary in nature and includes “inferred Mineral Resources” that have a great amount of uncertainty as to their existence, and are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. It cannot be assumed that all, or any part, of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies. There is no certainty that such inferred Mineral Resources at the NBP will ever be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Readers should refer to the Technical Report for additional information.

 

The historic estimates (Inter-Rock Gold Inc. Annual Report 1996, subsequently changed to Inter-Rock Minerals Inc. available on www.sedar.com) for the Mother Lode Property contained in this report should not be relied upon. These estimates are not NI 43-101 compliant. While the Company considers these historical estimates to be relevant to investors as it may indicate the presence of mineralization, a qualified person for the Company has not done sufficient work to classify the historical estimates as current Mineral Resources as defined by NI 43-101 and the Company is not treating these historical estimates as a current mineral resource.

 

 

NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q and the exhibits attached hereto contain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended, and “forward-looking information” within the meaning of applicable Canadian securities legislation, collectively “forward-looking statements”. Such forward-looking statements concern our anticipated results and developments in the operations of the Company in future periods, planned exploration activities, the adequacy of the Company’s financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible” and similar expressions, or statements that events, conditions or results “will,” “may,” “could” or “should” (or the negative and grammatical variations of any of these terms) occur or be achieved. These forward-looking statements may include, but are not limited to, statements concerning:

 

	•	the Company’s strategies and objectives, both generally and in respect of its specific mineral properties;
	•	the timing of decisions regarding the timing and costs of exploration programs with respect to, and the issuance of the necessary permits and authorizations required for, the Company’s exploration programs, including for the NBP and the Mother Lode Property;
	•	the Company’s estimates of the quality and quantity of the Mineral Resources at its mineral properties;
	•	the timing and cost of planned exploration programs of the Company, and the timing of the receipt of results therefrom;
	•	the Company’s future cash requirements and use of proceeds of sales;
	•	general business and economic conditions;
	•	the Company’s ability to meet its financial obligations as they come due, and the ability to raise the necessary funds to continue operations;
	•	the Company’s expectation that it will be able to add additional mineral projects of merit to its assets;
	•	the potential for the existence or location of additional high-grade veins at the NBP, or high-grade mineralization at the Mother Lode Property;
	•	the potential to expand Company’s existing deposits and discover new deposits;
	•	the potential for any delineation of higher grade mineralization at the NBP or Mother Lode Property;
	•	the potential for there to be one or more additional vein zones;
	•	the potential discovery and delineation of mineral deposits/resources/reserves and any expansion thereof beyond the current estimate;
	•	the potential for the NBP or the Mother Lode Property mineralization systems to continue to grow and/or to develop into a major new higher-grade, bulk tonnage, Nevada gold discovery;
	•	the Company’s expectation that it will be able to build itself into a non-operator gold producer with significant carried interests and royalty exposure;
	•	that the Company will operate at a loss
	•	that the Company will need to scale back anticipated costs and activities or raise additional funds;
	•	that the Company will have to raise substantial additional capital to accomplish its business plan over the next couple of years;
	•	the historic estimates of the Mother Lode Property as an indication of the presence of mineralization;
	•	the estimated reclamation and asset retirement costs;
	•	the plans related to the development of the Mother Lode Property and the NBP; and
	•	the Mother Lode Property work plan and mine development plan/program.

 

Such forward-looking statements reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, risks related to:

 

•

our requirement of significant additional capital;

•

our limited operating history;

•

our history of losses;

•

cost increases for our exploration and, if warranted, development projects;

•

our properties being in the exploration stage;

•

mineral exploration and production activities;

•

our lack of mineral production from our properties;

	•	estimates of Mineral Resources;

•

changes in mineral resource estimates;

•

differences in United States and Canadian mineral reserve and mineral resource reporting;

•

our exploration activities being unsuccessful;

•

fluctuations in gold, silver and other metal prices;

•

our ability to obtain permits and licenses for production;

•

government and environmental regulations that may increase our costs of doing business or restrict our operations;

•

proposed legislation that may significantly affect the mining industry;

•

land reclamation requirements;

•

competition in the mining industry;

•

equipment and supply shortages;

•

tax issues;

•

current and future joint ventures and partnerships;

•

our ability to attract qualified management;

•

the ability to enforce judgment against certain of our Directors;

•

currency fluctuations;

•

claims on the title to our properties;

•

surface access on our properties;

•

potential future litigation;

•

our lack of insurance covering all our operations;

•

our status as a “passive foreign investment company” under US federal tax code; and

•

the common shares.

 

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including without limitation those discussed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K, as filed with the SEC on June 29, 2017, which are incorporated herein by reference, as well as other factors described elsewhere in this report and the Company’s other reports filed with the SEC.

 

The Company’s forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations and opinions of management as of the date of this report. The Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change, except as required by law. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements.

 

Current Business Activities

 

General

 

The Company’s material mineral property is the NBP, an advanced exploration stage project in Nevada which has a number of high-priority, bulk tonnage and high-grade vein targets (held through Corvus Nevada, a Nevada subsidiary). In addition to the NBP, the Company has acquired the Mother Lode Property which is located approximately 12 miles to the south east of the NBP. The Mother Lode Property was mined in the late 1980s and has substantial gold mineralization remaining unexploited extending to the north of the existing open pit mine.

 

The primary focus of the Company will be to leverage its exploration expertise to expand its existing deposits and discover major new gold deposits. Other than with respect to the ongoing exploration of the NBP, the Company’s strategy is to leverage its other non-core assets by maintaining a retained royalty.

 

Highlights of activities during the period and to the date of this MD&A include:

 

•

A technical report prepared in accordance with NI 43-101 titled, “Technical Report and Preliminary Economic Assessment for Combined Mill and Heap Leach Processing at the North Bullfrog Project, Bullfrog Mining District, Nye County, Nevada” (the “Technical Report”) with an effective date of October 31, 2017 was filed on SEDAR on December 15, 2017.

•

The Technical Report expanded the Measured and Indicated Mineral Resource categories of the NBP by 30% as compared to the Mineral Resource reported in 2015.

	•	The updated Mineral Resource identified a Phase I Measured and Indicated Mineral Resource portion with 35 million tonnes containing 904 thousand ounces (“k-ozs”) of gold at an average grade of 0.8 grams per tonne (“g/t”) and 5,459 k-ozs of silver at an average grade of 4.86 g/t, targeted for processing by an oxide mill circuit and a heap leach.

•

A maiden sulphide Measured and Indicated Mineral Resource estimation was defined for the Phase I project with 89,000 ounces of gold and 343,000 ounces of silver at a grade of 1.46 g/t gold and 5.64 g/t silver in 1.89 million tonnes utilizing Ambient Atmospherics Oxidation (AAO) processing in the proposed mill facility.

•

A total Phase II Measured and Indicated Mineral Resource estimation of 855,000 ounces of gold and 2,565,000 ounces of silver at 0.22 g/t gold and 0.65 g/t silver in 123 million tonnes of mineralized material was included.

•

The initial drilling program at the Mother Lode Property began in September 2017, and is designed for 13,000 metres of core and Reverse Circulation drilling.

•

Early drill results at Mother Lode Property have confirmed the existence of higher grade gold mineralization in an upper and lower zone with multiple holes penetrating intervals of +50 metres of greater than 2 g/t gold.

•

The Annual General Meeting of the Company was held on October 12, 2017 in Vancouver, BC, and Steven Aaker, Anton Drescher, Catherine Gignac, Edward Yarrow, Rowland Perkins and the Company’s CEO & President, Jeffrey Pontius were present.

•

A private placement was completed in December 2017 in which Corvus issued 2,829,130 common shares at $1.15 per share and 1,574,803 common shares at $1.27 per share raising a total of $5,253,500.

•

In mid-December, Corvus reported a drill hole intercept of 94.5 metres with average gold grade of 1.2 g/t, and extended the Mother Lode Property sediment hosted gold system at least 450 metres along strike.

•

Baseline characterization activities at NBP continued with the water quality sampling of monitor wells and springs, and meteorological monitoring reports, which are submitted to the Nevada Department of Environmental Protection quarterly.

 

Corporate Financial Activities

 

The Company announced the completion of a $5,253,500 private placement on December 7, 2017, where the Company issued 2,829,130 common shares at a price of $1.15 each to institutional shareholders and 1,574,803 common shares at a price of $1.27 each to a key strategic shareholder. No warrants were issued. The Company expects that the proceeds of the financing will fully fund the Company’s planned 2018 exploration program at its new Mother Lode Property.

 

Nevada Properties

 

North Bullfrog Project

 

Our principal mineral property is the NBP, a gold exploration project located in northwestern Nye County, Nevada, in the Northern Bullfrog Hills about 10 kilometres north of the town of Beatty. The NBP does not have any known proven or probable reserves under SEC Industry Guide 7 and the project is exploratory in nature. The Technical Report is available under Corvus’ SEDAR profile at www.sedar.com and EDGAR profile at www.sec.gov. The Technical Report is referred to herein for informational purposes only and is not incorporated herein by reference. The Technical Report contains disclosure regarding Mineral Resources that are not Guide 7 compliant proven or probable reserves. See “Cautionary Note to U.S. Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Reserves” above.

 

The NBP is located in the Bullfrog Hills of northwestern Nye County, Nevada (Figure 1). The NBP covers about 7,223 hectares of patented and unpatented mining claims in Sections 20, 21, 25, 26, 27, 28, 29, 32, 33, 34, 35, and 36 of T10S, R46E; sections 1, 2, 11, 12, 13, and 14 of T11S, R46E; section 31 of T10S, R47E; and sections 6, 9, 15, 16, and 17 T11S, R47E, MDBM. We have a total of nine option/lease agreements in place that give us control of an aggregate of 51 patented lode mining claims (Figure 2). Corvus Nevada owns an additional five patented claims (the Millman claims) and a 430 acre property with 1600 acre-feet of water rights located north of NBP in the Sacrobatus hydrographic basin (Basin 146).

 

 

Figure 1. Property Map showing the Location of the North Bullfrog Project.

 

 

Figure 2. Property Map of the North Bullfrog Project, Blue outline shows the NBP boundary
and red areas are the Leased Private Land (UTm NAD 27 Zone 11).

 

Updated NBP Mineral Resources

 

Corvus announced an updated Mineral Resource estimation incorporating all drill results through to 2017 at the Company’s 100% owned NBP. The updated Mineral Resource estimation utilizes a two phase approach. “Phase I” is an early stage, higher grade mix of predominantly oxide mill processing and oxide heap leach processing while “Phase II” includes mainly heap leach mineralization. The Mineral Resources estimates (Measured, Indicated and Inferred) are based on economic constraints using Whittle ^TM software (see Table 4) and assumes open pit mining and a gold price of USD 1,250 per ounce and a silver price of USD 16.50 per ounce. Figure 3 shows the locations of the projected open pits at the NBP and displays the mineralization areas in the defined Phase I & II.

 

 

Figure 3. Locations of pit constrained, Phase I & II NBP Resources

 

The new Mineral Resource estimation reflect the benefits of the drilling conducted during 2016 and 2017, which expanded and improved the definition of the YellowJacket vein/stockwork zone, allowing the mine plan to deliver higher average grade mineralization from the YellowJacket zone in Phase I with high gold and silver recoveries. This new Mineral Resource has been estimated in accordance with NI 43-101 using a gold price of USD 1,250 per ounce and silver price of USD 16.50 per ounce. The Mineral Resources are tabulated for Phase I, Phase II and Total Mineral Resources in Tables 1, 2 and 3, where they are also subdivided by mill or heap leach process.

 

Table 1

Phase I, Measured, Indicated, and Inferred Mineral Resource Estimations for the NBP constrained by Whittle ^TM pit volumes, including both the YellowJacket Vein/Stockwork and Disseminated Oxide Mineralization at a gold price of USD 1,250 per ounce and a silver price of USD 16.50 per ounce

 

Table 1a - Phase I, Total Mineral Resource
	tonnes (k)	Grade (g/t Au)	k-Ounces Au	Grade (g/t Ag)	k-Ounces Ag
Measured	10,415	1.08	362	7.59	2,540
Indicated	24,557	0.69	542	3.70	2,919
Total M&I	34,972	0.80	904	4.86	5,459
Inferred	5,908	0.31	59	0.74	140

 

Table 1b - Phase I, Mill Mineral Resource (oxide and sulfide)
	tonnes (k)	Grade (g/t Au)	k-Ounces Au	Grade (g/t Ag)	k-Ounces Ag
Measured	5,221	1.79	300	12.72	2,136
Indicated	5,582	1.75	314	11.86	2,128
Total M&I	10,803	1.77	614	12.28	4,264
Inferred	49	1.90	3	18.41	29

 

Table 1c - Phase I, Mill Mineral Resource (sulfide)
	tonnes (k)	Grade (g/t Au)	k-Ounces Au	Grade (g/t Ag)	k-Ounces Ag
Measured	756	1.32	32	5.35	130
Indicated	1,137	1.56	57	5.83	213
Total M&I	1,893	1.46	89	5.64	343
Inferred	15	2.07	1	16.59	8

 

 

 

Table 1d - Phase I, Heap Leach Mineral Resource
	tonnes (k)	Grade (g/t Au)	k-Ounces Au	Grade (g/t Ag)	k-Ounces Ag
Measured	5,194	0.37	62	2.42	404
Indicated	18,975	0.37	228	1.30	791
Total M&I	24,169	0.37	290	1.54	1,195
Inferred	5,859	0.30	56	0.59	111

*See Cautionary Note to US Investors below

**The Mineral Resources above are effective as of October 31, 2017

***Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability

****Includes Sulfide Mineral Resources discussed below

 

Table 2

Phase II, Measured, Indicated, and Inferred Mineral Resource Estimate for the NBP constrained by Whittle ^TM pit volumes, including both the YellowJacket Vein/Stockwork and Disseminated Oxide Mineralization at a gold price of USD 1,250 per ounce and a silver price of USD 16.50 per ounce

 

Table 2a - Phase II, Total Mineral Resource
	tonnes (k)	Grade (g/t Au)	k-Ounces Au	Grade (g/t Ag)	k-Ounces Ag
Measured	10,129	0.26	84	1.04	338
Indicated	113,009	0.21	771	0.61	2,227
Total M&I	123,138	0.22	855	0.65	2,565
Inferred	58,877	0.19	367	0.48	902

 

Table 2b - Phase II, Mill Mineral Resource (oxide & sulfide)
	tonnes (k)	Grade (g/t Au)	k-Ounces Au	Grade (g/t Ag)	k-Ounces Ag
Measured	798	1.01	26	3.27	84
Indicated	2,733	1.04	91	2.96	260
Total M&I	3,531	1.03	117	3.03	344
Inferred	67	1.39	3	2.32	5

 

Table 2c - Phase II, Mill Mineral Resource (sulfide)
	tonnes (k)	Grade (g/t Au)	k-Ounces Au	Grade (g/t Ag)	k-Ounces Ag
Measured	401	1.24	16	2.48	32
Indicated	1,402	1.18	53	1.82	82
Total M&I	1,803	1.19	69	1.97	114
Inferred	61	1.53	3	2.04	4

 

Table 2d - Phase II, Heap Leach Mineral Resource
	tonnes (k)	Grade (g/t Au)	k-Ounces Au	Grade (g/t Ag)	k-Ounces Ag
Measured	9,331	0.19	58	0.85	254
Indicated	110,276	0.19	680	0.55	1,967
Total M&I	119,607	0.19	738	0.58	2,221
Inferred	58,810	0.19	364	0.47	897

*See Cautionary Note to US Investors below

**The Mineral Resources above are effective as of October 31, 2017

***Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability

****Includes Sulfide Mineral Resources discussed below

 

Table 3

Measured, Indicated, and Inferred Total Mineral Resource Estimate for the NBP constrained by Whittle ^TM pit volumes, including both the YellowJacket Vein/Stockwork and Disseminated Oxide Mineralization at a gold price of USD 1,250 per ounce and a silver price of USD 16.50 per ounce

 

Table 3a - Total Mineral Resource, Phase I & II
	tonnes (k)	Grade (g/t Au)	k-Ounces Au	Grade (g/t Ag)	k-Ounces Ag
Measured	20,544	0.68	446	4.36	2,878
Indicated	137,566	0.30	1,314	1.16	5,146
Total M&I	158,110	0.35	1,760	1.58	8,024
Inferred	64,785	0.20	426	0.50	1,042

 

 

Table 3b - Total Mill Mineral Resource (oxide and sulfide), Phase I & II
	tonnes (k)	Grade (g/t Au)	k-Ounces Au	Grade (g/t Ag)	k-Ounces Ag
Measured	6,019	1.68	326	11.47	2,220
Indicated	8,315	1.51	405	8.93	2,388
Total M&I	14,334	1.59	731	10.00	4,608
Inferred	116	1.61	6	9.12	34

 

Table 3c - Total Mill Mineral Resource (sulfide), Phase I & II
	tonnes (k)	Grade (g/t Au)	k-Ounces Au	Grade (g/t Ag)	k-Ounces Ag
Measured	1,157	1.29	48	4.35	162
Indicated	2,539	1.35	110	3.61	295
Total M&I	3,696	1.33	158	3.85	457
Inferred	76	1.64	4	4.91	12

 

Table 3d - Total Heap Leach Resource, Phase I & II
	tonnes (k)	Grade (g/t Au)	k-Ounces Au	Grade (g/t Ag)	k-Ounces Ag
Measured	14,525	0.26	120	1.41	658
Indicated	129,251	0.22	909	0.66	2,758
Total M&I	143,776	0.22	1,029	0.74	3,416
Inferred	64,669	0.20	420	0.48	1,008

*See Cautionary Note to US Investors below

**The Mineral Resources above are effective as of October 31, 2017

***Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability

****Includes Sulfide Mineral Resources discussed below

 

The Mineral Resource estimation is based on 766 drill holes with 27,729 gold composites. Geologic volumes were defined by geologic interpretations and used to constrain the estimation. Heap leach resources were estimated by Ordinary Kriging. The YellowJacket vein and stockworks were estimated using Inverse Distance estimations. To estimate the reasonable prospects of eventual economic extraction, Metal Mining Consultants Inc. confined the resources to mining volumes defined by Whittle^TM analysis using the input parameters defined in Table 4. There are no known legal, political or environmental risks that could materially affect the potential development of the Mineral Resources.

 

Table 4
Whittle^TM Input Parameters used for the NBP Mineral Resource Estimation

Parameter	Unit	Mayflower 1	Jolly Jane 1	Sierra Blanca 1	YellowJacket 2	Sulfide 3
Mining Cost	USD/total tonne	1.64	1.42	1.54	1.54	1.54
Au Cut-Off 4	g/t	0.1	0.1	0.1	0.35	0.71
Processing Cost	USD/process tonne	1.72	1.72	1.15	11.84	25.6
Au Recovery	%	70.0	72.0	73.8	86.6	91.0
Ag Recovery	%	8.0	8.0	6.3	74.3	57.2
Admin Cost	USD/process tonne	0.5	0.5	0.45	0.45	0.45
Refining & Sales	USD/tonne	0.07	0.04	0.02	0.11	0.11
Au Selling Price	USD/oz	1,250	1,250	1,250	1,250	1,250
Slope Angle	Degrees	50	50	50	50	50

¹ assumes heap leach processing of disseminated mineralization

² assumes Gravity - CIL mill processing of YellowJacket mineralization

³ assumes Ambient Atmospheric Oxidation mill processing of Sulfide mineralization

⁴ break-even grade derived from Whittle input parameters at USD 1,250 per ounce gold price, and USD 16.50 per ounce silver price

 

 

Sulfide Mineral Resource

 

Sulfide Mineral Resources have been added to the NBP Mineral Resources based on previously identified materials that lie within the YellowJacket zone and 2017 drilling in the Swale and Liberator areas. The majority of the identified sulfide mineralization is along the YellowJacket zone and was previously identified as waste material. Metallurgical test work on sulfide mineralization from the Sierra Blanca, Pioneer Tuff, Rhyolite and Dacite rock types in the YellowJacket area indicate high gold and silver recoveries possible using flotation to produce a concentrate, fine grinding of the concentrate, oxidation of the concentrate using the AAO method followed by cyanide leaching of the resulting filter cake. Gold recoveries with this processing approach ranged between 87% and 94% as indicated in Table 5, which lists the gold recovery to the concentrate, the concentration ratio and the overall gold recovery from the testing (NR 17-9, June 21, 2017). Both Soda Ash and Trona were used in the tests as the neutralizing agent and the tests were conducted by Hazen Research Inc., based in Golden, Colorado.

 

Table 5

NBP Concentrate AAO Testing

Sample Unit	Gold Recovery to Concentrate	Concentration Ratio (mineralized tonne to concentrate)	Post AAO CN Gold Recovery (from concentrate)	Overall Gold Recovery (from mineralized tonne)
Soda Ash
Sierra Blanca	94%	9:1	99%	93%
Pioneer Tuff	94%	14:1	100%	94%
Rhyolite	89%	14:1	100%	89%
Dacite	88%	5:1	100%	88%
Trona
Sierra Blanca	94%	9:1	97%	91%
Pioneer Tuff	94%	14:1	99%	93%
Rhyolite	89%	14:1	98%	87%
Dacite	88%	5:1	99%	87%

 

The sulfide Mineral Resources within the Whittle^TM pit shells have been included in the Mill Mineral Resource tables presented earlier. Operating costs and gold recoveries have been developed for use in the Whittle^TM analysis and are included in Table 4. The breakdown of the Sulfide Mineral Resource are listed in Tables 1, 2 and 3.

 

NBP Project Development Activities

 

Monitoring programs to develop baseline characterization data for support of future permitting activities continued during the period. Water quality monitoring wells and surface springs were sampled in November 2017.

 

The Company operates a meteorological monitoring station at NBP and submitted its quarterly report to NBP in September 2017.

 

Mother Lode Property, Nevada

 

On June 9, 2017, the Company acquired the Mother Lode Property (Figure 4), which is located approximately six kilometres east of Beatty, Nevada, in Nye County. The Mother Lode Property is in the Bare Mountain District, and was previously mined by Gold Search Inc. The Company acquired the 13 Federal mining claims comprising the Mother Lode Property from Goldcorp USA. The Company has also staked an additional 105 claims (the MN claim group) to the northwest of the Mother Lode Property claims and an additional 22 claims (the ME claim group) to the east of the Mother Lode Property claims.

 

With the acquisition of the Mother Lode Property, the Company initiated an exploration program to verify historic results and evaluate the resource expansion potential of the asset. The Company does not currently consider the Mother Lode Property to be a material property to the Company. The Mother Lode Property does not have any known proven or probable reserves under SEC Industry Guide 7 and is exploratory in nature.

 

The Mother Lode Property is located in Nye County, Nevada in the Bare Mountain District, south and east of the community of Beatty, Nevada. The Mother Lode Property covers about 1,147 hectares of Federal mining claims in Sections 1, 12 and 13 of T12S, R47E and Sections 6, 7, 8, 9, 16 and 18 of T12S, R48E, MDBM.

 

 

 

Figure 4. Map showing new Mother Lode Property location and property layout; including map showing the location of Mother Lode Property with respect to the NBP and the community of Beatty, NV

 

 

The Company began its Phase I, Mother Lode Property drill program which utilized up to three drill rigs (two reverse circulation and one core), in September 2017. The initial program completed 13,000 metres of drilling and focused on confirming the existing 172-hole database consisting of drilling results developed by previous exploration companies and mine operators at the Mother Lode site. The initial program addressed resource expansion and exploration targets in four main zones of historic mineralization. Phase I of the Company’s drilling program was completed in December 2017 and Phase II of the drilling program is scheduled to begin in early January 2018.

 

The drilling results to date have verified and expanded on historic drill data and have deliniated the mineralization into two zones (an upper and lower zone). Preliminary results for 15 holes were released between October 15 and December 12, 2017.

 

Refer to news releases NR17-13 (October 11, 2017), NR17-15 (October 25, 2017), NR17-17 (November 7, 2017) and NR-17-19 (December 12, 2017) for additional information on data verification, drilling parameters and location of drill holes.

 

Qualified Person and Quality Control/Quality Assurance

 

Jeffrey A. Pontius (CPG 11044), a qualified person as defined by NI 43-101, has supervised the preparation of the scientific and technical information that forms the basis for the disclosure in this Quarterly Report on Form Q-10, and has approved the disclosure herein. Mr. Pontius is not independent of Corvus, as he is the Company’s Chief Executive Officer & President and holds common shares and incentive stock options in Corvus.

 

Carl E. Brechtel, (Nevada PE 008744 and Registered Member 353000 of SME), a qualified person as defined by NI 43-101, has coordinated execution of the work outlined in this Quarterly Report on Form Q-10, and has approved the disclosure herein. Mr. Brechtel is not independent of Corvus, as he is the Company’s Chief Operating Officer and holds common shares and incentive stock options in Corvus.

 

The work program at the Mother Lode Property was designed and supervised by Mark Reischman, Corvus Gold’s Nevada Exploration Manager, who is responsible for all aspects of the work, including the quality control/quality assurance program. On-site personnel at the project log and track all samples prior to sealing and shipping. Quality control is monitored by the insertion of blind certified standard reference materials and blanks into each sample shipment. All resource sample shipments are sealed and shipped to American Assay Laboratories (“AAL”) in Reno, Nevada, for preparation and assaying. AAL is independent of the Company. AAL’s quality control system complies with the requirements for the International Standards ISO 9001:2000 and ISO 17025:1999. Analytical accuracy and precision are monitored by the analysis of reagent blanks, reference material and replicate samples. Carl Brechtel, a Qualified Person, has verified the data underlying the information disclosed herein by reviewing the report of AAL and all procedures undertaken for QA/QC and all matters were consistent and accurate accordingly to his professional judgment. There were no limitations on the verification process.

 

For additional information on the NBP project, including information relating to exploration, data verification and the mineral resource estimates, see the Technical Report, which is available under Corvus’ SEDAR profile at www.sedar.com and EDGAR profile at www.sec.gov. The Technical Report is referred to herein for informational purposes only and is not incorporated herein by reference. The Technical Report contains disclosure regarding Mineral Resources that are not Guide 7 compliant proven or probable reserves, see “Cautionary Note to U.S. Investors Regarding Estimates of Measured, Indicated and Inferred Resources and Proven and Probable Reserves” above.

 

 

Results of Operations

 

Six months ended November 30, 2017 Compared to Six months ended November 30, 2016

 

For the six months ended November 30, 2017, the Company had a net loss of $4,182,047 compared to a net loss of $2,834,160 in the comparative period of the prior year. Included in net loss was $348,070 (2016 - $314,083) in stock-based compensation charges which is a result of stock options granted and vested during the current period and previously granted stock options which vested during the period. The increase in loss of $1,347,887 in the six month period of the current year was due to a combination of factors discussed below. Management expects increases in exploration costs over prior periods are likely to continue in the immediate future periods.

 

The primary factor for the increase in the net loss was the exploration expenditures of $2,451,948 incurred in the current period compared to $1,229,669 in the comparative period of the prior year. The exploration activities of the Company increased mainly due to increased stock-based compensation charges of $27,179 during the current year compared to $13,521 in the prior year and an increase of $1,208,621 incurred in the exploration in the current period compared with the comparative period of the prior year as the Company secured additional financing in July 2017 and focused its exploration efforts on the two Nevada properties.

 

Insurance expenses increased to $98,128 (2016 - $58,316) mainly due to increased insurance premiums as a result of increased Director and Officer Liability coverage during the current period compared with the comparative period of the prior year.

 

Investor relations expenses increased to $389,925 (2016 - $340,023) and travel expenses increased to $132,538 (2016 - $84,318) mainly due to increase in investor relations-related travels, advertising, marketing and conference attended during the current period as part of the Company’s efforts to secure additional financing. Investor relations expenses also increase in part due to increased stock-based compensation charges of $47,772 during the current period compared to $37,743 in the comparative period of the prior year.

 

Office expenses and rent expenses increased mainly due to the Company moving its Denver office location in October 2017, while continuing to pay rent for the month of October at the old office location as part of the lease termination of the old office. No further payments are required in connection with the Company’s old office.

 

Professional fees decreased to $99,825 (2016 - $123,923) due to the adjustment of prior years’ audit overaccrual offset by increased stock-based compensation charges of $3,732 during the current period compared to $3,486 in the comparative period of the prior year.

 

Wages and benefits decreased to $462,170 (2016 - $563,008) mainly due to a decrease of $119,796 in wages and benefits in the current period mainly as a result of adjustment in wages of several senior executive officers and the severance pay to a former employee in the comparative period of the prior year offset by increased stock-based compensation charges of $112,129 during the current period compared to $93,171 in the comparative period of the prior year.

 

Other expense categories that reflected only moderate changes period over period were administration expenses of $211 (2016 - $453), consulting expenses of $285,758 (2016 - $291,662), depreciation expenses of $9,009 (2016 - $11,007), and regulatory expenses of $38,533 (2016 - $31,855).

 

Other items amounted to a loss of $73,775 compared to an income of $14,535 in the comparative period of the prior year. There was an increase in foreign exchange loss of $79,897 (2016 - $3,795), which is the result of factors outside of the Company’s control and a decrease in interest income of $6,122 (2016 - $18,330) as a result of less investment in cashable GIC’s during the current period.

 

Three Months Ended November 30, 2017 Compared to Three Months Ended November 30, 2016

 

For the three months ended November 30, 2017, the Company had a net loss of $2,555,882 compared to a net loss of $1,328,223 in the comparative period of the prior year. Included in net loss was $189,432 (2016 - $137,845) in stock-based compensation charges which is a result of previously granted stock options vesting during the period. The increased loss of $1,227,659 in the three month period of the current year was due to a combination of factors discussed below.

 

The primary factor for the increase in the net loss was the exploration expenditures of $1,723,609 incurred in the current period compared to $576,163 in the comparative period of the prior year. The exploration activities of the Company increased mainly due to increased stock-based compensation charges of $14,919 during the current year compared to $8,886 in the prior year and an increase of $1,141,413 incurred in the exploration in the current period compared with the comparative period of the prior year as the Company secured additional financing in July 2017 and focused its exploration efforts on the two Nevada properties. Management expects increases in exploration costs over prior periods are likely to continue in the immediate future periods.

 

 

Consulting fees increased to $150,051 (2016 - $130,396) mainly due to increased stock-based compensation charges of $87,301 during the current period compared to $67,646 in the prior period.

 

Insurance expenses increased to $48,280 (2016 - $28,834) mainly due to increased insurance premiums as a result of increased Director and Officer Liability coverage during the current period compared with the prior period.

 

Investor relations expenses increased to $242,944 (2016- $194,543) and travel expenses increased to $106,394 (2016 - $65,489) mainly due to increase in investor relations-related travels, advertising, marketing and conference attended during the current period as part of the Company’s efforts to secure additional financing. Investor relations expenses also increase in part due to increased stock-based compensation charges of $26,034 during the current period compared to $17,209 in the comparative period of the prior year.

 

Office expenses and rent expenses increased mainly due to the Company moving its Denver office location in October 2017 while continuing to pay rent for the month of October at the old office location as part of the lease termination of the old office. No further payments are required in connection with the old office.

 

Professional fees decreased to $42,570 (2016 - $58,761) due to the adjustment of prior years’ audit overaccrual offset by increased stock-based compensation charges of $1,848 during the current period compared to $1,578 in the comparative period of the prior year.

 

Other expense categories that reflected only moderate changes period over period were administration expenses of $106 (2016 - $92), depreciation expenses of $4,695 (2016 - $5,685), regulatory expenses of $13,063 (2016 - $9,026), and wages and benefits of $223,945 (2016 - $222,922).

 

Other items amounted to an income of $70,933 compared to an income of $20,381 in the comparative period of the prior year. There was an increase in foreign exchange gain of $65,252 (2016 - $10,815), which is the result of factors outside of the Company’s control and a decrease in interest income of $5,681 (2016 - $9,566) as a result of less investment in cashable GIC’s during the current period.

 

Liquidity and Capital Resources

 

The Company has no revenue generating operations from which it can internally generate funds. To date, the Company’s ongoing operations have been financed by the sale of its equity securities by way of public offerings, private placements and the exercise of incentive stock options and share purchase warrants. The Company believes that it will be able to secure additional private placements and public financings in the future, although it cannot predict the size or pricing of any such financings. In addition, the Company can raise funds through the sale of interests in its mineral properties, although current market conditions have substantially reduced the number of potential buyers/acquirers of any such interest(s). This situation is unlikely to change until such time as the Company can develop a bankable feasibility study on one of its projects. When acquiring an interest in mineral properties through purchase or option, the Company will sometimes issue common shares to the vendor or optionee of the property as partial or full consideration for the property interest in order to conserve its cash.

 

The condensed interim consolidated financial statements have been prepared on a going concern basis, which presume the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon achieving profitable operations and/or obtaining additional financing.

 

In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future within one year from the date the condensed interim consolidated financial statements are issued.  There is substantial doubt upon the Company’s ability to continue as going concern, as explained below and in the financial statements.

 

The Company has sustained significant losses from operations, has negative cash flows, and has an ongoing requirement for capital investment to explore its mineral properties.  Based on its current plans, budgeted expenditures, and cash requirements, the Company has sufficient cash to finance its current plans for the 12 months from the date the condensed interim consolidated financial statement.

 

 

The Company reported cash and cash equivalents of $6,276,927 as at November 30, 2017 compared to $1,300,553 as at May 31, 2017. The change in cash position was the net result of $3,672,481 used for operating activities, $7,710 used on property and equipment, $38,384 used on capitalized acquisition costs, $4,797,371 received from the private placements of common shares in July 2017 (net of share issue costs), issuance of common shares for the NBP in June 2017 and exercise of stock options during the period ended November 30, 2017, and $3,999,999 received in advance from the private placements of common shares in December 2017.

 

As at November 30, 2017, the Company had working capital of $6,173,952 compared to working capital of $1,270,168 as at May 31, 2017. On July 6, 2017, the Company closed a non-brokered private placement equity financing and issued 6,200,000 common shares at a price of $0.75 per share for gross proceeds of $4,650,000. On December 7, 2017, the Company closed a non-brokered private placement equity financing and issued 2,829,130 common shares at a price of $1.15 per share for gross proceeds of $3,253,500 and 1,574,803 common shares at a price of $1.27 per common share for gross proceeds of $2,000,000. The Company expects that it will operate at a loss for the foreseeable future and believes the current cash and cash equivalents will be sufficient for it to maintain its currently held properties, and fund its currently anticipated general and administrative costs until May 31, 2019. Following May 31, 2019, the Company will need to scale back anticipated activities and costs or raise additional financing to fund operations through the year ending May 31, 2020. The Company’s current anticipated operating expenses are $3,317,000 until May 31, 2018 and $4,536,000 until November 30, 2018. The Company’s anticipated monthly burn rate averages approximately $553,000 for December 2017 to May 2018, where approximately $258,000 is budgeted for administrative purposes and approximately $295,000 is for planned exploration expenditures related to the completion of the ongoing exploration programs at the NBP and the Mother Lode Property. From December 2017 to November 2018, the Company’s anticipated monthly burn rate averages approximately $378,000, of which $231,000 is budgeted for administrative purposes and approximately $147,000 is for planned exploration expenditures related to the ongoing exploration programs at the NBP and the Mother Lode Property. In any event, the Company will be required to raise additional funds, again through public or private equity financings, prior to the end of September 2019 in order to continue in business. Should such financing not be available in that time-frame, the Company will be required to reduce its activities and will not be able to carry out all of its presently planned exploration and development activities at the NBP and the Mother Lode Property on its currently anticipated scheduling.

 

Despite the Company’s success to date in raising significant equity financing to fund its operations, there is significant uncertainty that the Company will be able to secure any additional financing in the current or future equity markets. See “Risk Factors – We will require additional financing to fund exploration and, if warranted, development and production” in the Company’s Annual Report on Form 10-K as filed with the SEC on June 30, 2017. Failure to obtain additional financing could have a material adverse effect on our financial condition and results of operation and could cast uncertainty on our ability to continue as a going concern. The quantity of funds to be raised and the terms of any proposed equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Specific plans related to the use of proceeds will be devised once any financing has been completed and management knows what funds will be available for these purposes. Due to this uncertainty, if the Company is unable to secure additional financing, it may be required to reduce all discretionary activities at the NBP and the Mother Lode Property to preserve its working capital to fund anticipated non-discretionary expenditures beyond the 2019 fiscal year.

 

The Company has no exposure to any asset-backed commercial paper. Other than cash held by its subsidiaries for their immediate operating needs in Alaska and Nevada, all of the Company’s cash reserves are on deposit with a major Canadian chartered bank. The Company does not believe that the credit, liquidity or market risks with respect thereto have increased as a result of the current market conditions. However, in order to achieve greater security for the preservation of its capital, the Company has, of necessity, been required to accept lower rates of interest, which has also lowered its potential interest income.

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements.

 

Environmental Regulations

 

The operations of the Company may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

 

Certain U.S. Federal Income Tax Considerations for U.S. Holders

 

The Company has been a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes in recent years and expects to continue to be a PFIC in the future. Current and prospective U.S. shareholders should consult their tax advisors as to the tax consequences of PFIC classification and the U.S. federal tax treatment of PFICs. Additional information on this matter is included in the Company’s Annual Report on Form 10-K as filed with the SEC on June 29, 2017, under “Certain United States Federal Income Tax Considerations”.

 

 

Emerging Growth Company Status

 

We qualify as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act as we do not have more than $1,000,000,000 in annual gross revenue and did not have such amount as of May 31, 2017, being the last day of our last fiscal year.

 

We may lose our status as an emerging growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $1,000,000,000 or (ii) we issue more than $1,000,000,000 in non-convertible debt in a three-year period. We will lose our status as an emerging growth company if at any time we are deemed to be a large accelerated filer. We will lose our status as an emerging growth company on the last day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement (August 28, 2019).

 

As an emerging growth company, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A (a) and (b) of the Securities Exchange Act of 1934. Such sections are provided below:

 

•

Section 404(b) of the Sarbanes-Oxley Act of 2002 requires a public company’s auditor to attest to, and report on, management's assessment of its internal controls.

 

•

Sections 14A(a) and (b) of the Securities and Exchange Act, implemented by Section 951 of the Dodd-Frank Act, require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation.

 

As long as we qualify as an emerging growth company, we will not be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934, we may however determine to voluntarily comply with such requirements in our discretion.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

As of November 30, 2017 an evaluation was carried out under the supervision of and with the participation of the Company’s management, including the Chief Executive Officer (the principal executive officer) and Chief Financial Officer (the principal financial officer and accounting officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15I and 15d-15(e) of the Exchange Act). Based on the evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of November 30, 2017, the Company’s disclosure controls and procedures were effective in ensuring that: (i) information required to be disclosed in reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, in a manner that allows for accurate and timely decisions regarding required disclosures.

 

The effectiveness of our or any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable assurance that the objectives of the system will be met and is subject to certain limitations, including the exercise of judgement in designing, implementing and evaluating controls and procedures and the assumptions used in identifying the likelihood of future events.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in internal control over financial reporting during the period ended November 30, 2017 that have materially, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K as filed with the SEC on June 29, 2017.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Unregistered Sales of Equity Securities

 

All sales of unregistered equity securities during the period covered by this report were previously reported on Form 8-K.

 

Repurchase of Securities

 

None

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the six months period ended November 30, 2017, the Company and its subsidiaries and their properties or operations were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.

 

ITEM 5. OTHER INFORMATION

 

None.

 

 

ITEM 6. EXHIBITS

 

2.1	Arrangement Agreement and Plan of Arrangement with International Tower Hill Mines Ltd., incorporated by reference to Exhibit 2.1 to the Company’s DRS filing as filed with the SEC on May 12, 2014
3.1	Notice of Articles, dated April 13, 2010, incorporated by reference to Exhibit 3.1 to the Company’s DRS filing as filed with the SEC on May 12, 2014
3.2	Articles, dated April 12, 2010, incorporated by reference to Exhibit 3.2 to the Company’s DRS filing as filed with the SEC on May 12, 2014
10.1	Amendment to Consulting Agreement dated October 12, 2017, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on December 8, 2017
10.2	Consulting Agreement dated June 1, 2011
23.1	Consent of Carl Brechtel
23.2	Consent of Jeffrey Pontius
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS(1)	XBRL Instance Document
101.SCH(1)	XBRL Taxonomy Extension – Schema
101.CAL(1)	XBRL Taxonomy Extension – Calculations
101.DEF(1)	XBRL Taxonomy Extension – Definitions
101.LAB(1)	XBRL Taxonomy Extension – Labels
101.PRE(1)	XBRL Taxonomy Extension – Presentations

 

(1)

Submitted Electronically Herewith. Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Interim Consolidated Balance Sheets at November 30, 2017 and May 31, 2017, (ii) the Condensed Interim Consolidated Statements of Operations and Comprehensive Loss for the Six Months and Three Months ended November 30, 2017 and November 30, 2016, (iii) the Condensed Interim Consolidated Statements of Cash Flows for the Six Months Ended November 30, 2017 and November 30, 2016, (iv) the Condensed Interim Consolidated Statement of Changes in Equity for the Six Months Ended November 30, 2017, (v) the Notes to the Condensed Interim Consolidated Financial Statements.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CORVUS GOLD INC.

 

(the Registrant)

 

 

By:	/s/ Jeffrey Pontius
	Jeffrey Pontius
	Chief Executive Officer
	(Principal Executive Officer)
Date: January 11, 2018
By:	/s/ Peggy Wu
	Peggy Wu
	Chief Financial Officer
	(Principal Financial and Accounting Officer)
Date: January 11, 2018

 

 

 

 

 

35