Sec Form 4 Filing - Yarrow Ed @ Corvus Gold ULC - 2022-01-18

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Yarrow Ed
2. Issuer Name and Ticker or Trading Symbol
Corvus Gold ULC [ KOR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former Director
(Last) (First) (Middle)
C/O CORVUS GOLD ULC, 700 WEST PENDER STREET, SUITE 1750
3. Date of Earliest Transaction (MM/DD/YY)
01/18/2022
(Street)
VANCOUVER, A1V6C 1G8
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 01/18/2022 D 250,000 D 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 ) 01/18/2022 D 150,000 ( 3 ) 01/15/2026 Common Stock 150,000 ( 4 ) 0 D
Stock Option (Right to Buy) $ 1.57( 5 ) 01/18/2022 D 75,000 ( 6 ) 02/03/2025 Common Stock 75,000 ( 4 ) 0 D
Stock Option (Right to Buy) $ 1.64( 7 ) 01/18/2022 D 75,000 ( 8 ) 06/13/2024 Common Stock 75,000 ( 4 ) 0 D
Stock Option (Right to Buy) $ 1.56( 9 ) 01/18/2022 D 250,000 ( 10 ) 11/19/2023 Common Stock 250,000 ( 4 ) 0 D
Stock Option (Right to Buy) $ 0.617( 11 ) 01/18/2022 D 100,000 ( 12 ) 07/31/2022 Common Stock 100,000 ( 4 ) 0 D
Stock Option (Right to Buy) $ 0.91( 13 ) 01/18/2022 D 75,000 ( 14 ) 09/15/2021( 15 ) Common Stock 75,000 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Yarrow Ed
C/O CORVUS GOLD ULC
700 WEST PENDER STREET, SUITE 1750
VANCOUVER, A1V6C 1G8
Former Director
Signatures
/s/ Marla Ritchie as attorney-in-fact for Ed Yarrow 01/19/2022
Signature of Reporting Person Date
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, 2022.
( 9 )As previously reported, the exercise price reported above was converted from the Canadian exercise price of C$2.06 using an exchange rate of C$1.3182=US$1.00.
( 10 )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.
( 11 )As previously reported, the exercise price was converted from C$0.77 based on the July 31, 2017 noon rate as quoted by the Bank of Canada to US$0.617. The exercise price is the actual Canadian dollar amount regardless of the exchange rate on the date of exercise.
( 12 )Options were granted on July 31, 2017 and vest as follows: one-third on July 31, 2018, one-third on July 31, 2019 and one-third on July 31, 2020.
( 13 )As previously reported, expressed in Canadian dollars.
( 14 )Options were granted on September 15, 2016 and vest as follows: one-third on the grant date, one-third on September 15, 2017 and one-third on September 15, 2018.
( 15 )Expiration date extended indefinitely due to current trading blackout in relation to the Arrangement.

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