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Corvus Gold ULC [KOR]
Date Filed : Nov 23, 2020
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 7.01. Regulation FD Disclosure.
On November 23, 2020, Corvus Gold Inc. (the “Company”)filed a technical report titled “Technical Report and Preliminary Economic Assessment for Biox Mill and Heap Leach Processingat the Mother Lode Project, Bullfrog Mining District, Nye County, Nevada” with an issue date of November 21, 2020 and aneffective date of October 7, 2020 (the “Preliminary Economic Assessment”), with the securities regulatory authoritiesin Canada.
A copy of the Preliminary Economic Assessment is attached to thisreport as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein andin the Preliminary Economic Assessment 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 “Exchange Act”) and shall not be incorporatedby reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the ExchangeAct, except as shall be expressly set forth by specific reference in such filing. The information set forth in Item 7.01 of thisreport shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is requiredto be disclosed solely to satisfy the requirements of Regulation FD.
The United States Securities and ExchangeCommission (“SEC”) limits disclosure for U.S. reporting purposes to mineral deposits that a company can economicallyand legally extract or produce. The Preliminary Economic Assessment has been prepared in accordance with the requirements of thesecurities laws in effect in Canada, which differ from the requirements of United States securities laws. As used in the PreliminaryEconomic Assessment, the terms “Mineral Reserve”, “Proven Mineral Reserve” and “Probable MineralReserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 “Standards ofDisclosure 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 fromthe definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 (“SEC IndustryGuide 7”). Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is requiredto 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” aredefined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 andare normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not toassume that all or any part of a mineral deposit in these categories will ever be converted into reserves. “Inferred MineralResources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legalfeasibility. 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 economicallyor 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 SECstandards as in place tonnage and grade without reference to unit measures.
Accordingly, information in the PreliminaryEconomic Assessment contains descriptions of our mineral deposits that may not be comparable to similar information made publicby U.S. companies reporting under SEC Industry Guide 7 requirements.
The SEC has adopted amendments to its disclosurerules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC. Theseamendments became effective February 25, 2019 (the “SEC Modernization Rules”) and, following a two-year transitionperiod, the SEC Modernization Rules will replace the historical property disclosure requirements for mining registrants that areincluded in SEC Industry Guide 7. The Company is not required to provide disclosure on its mineral properties under the SEC ModernizationRules until its fiscal year beginning May 31, 2021. Under the SEC Modernization Rules, the definitions of “Proven MineralReserves” and “Probable Mineral Reserves” have been amended to be substantially similar to the correspondingCIM Definition Standards and the SEC has added definitions to recognize “Measured Mineral Resources”, “IndicatedMineral Resources” and “Inferred Mineral Resources” which are also substantially similar to the correspondingCIM Definition Standards; however there are differences in the definitions under the SEC Modernization Rules and the CIM DefinitionStandards and therefore once the Company begins reporting under the SEC Modernization Rules there is no assurance that the Company’sMineral Reserve and Mineral Resource estimates will be the same as those reported under CIM Definition Standards as contained inthe Preliminary Economic Assessment.
Item 9.01. Exhibits.
* 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 hasduly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CORVUS GOLD INC. | ||
DATE: November 23, 2020 | By: | /s/ Jeffrey A. Pontius |
Jeffrey A. Pontius Chief Financial Officer |