~~“Jeffrey Pontius”~~

“Jeffrey Pontius” Director

“Anton Drescher” Director

~~“Anton Drescher”~~

~~Director~~

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

On August 25, 2010, International Tower Hill Mines Ltd. (“ITH”) completed a Plan of Arrangement (the “Arrangement”) whereby its existing Alaska mineral properties (other than the Livengood project) and related assets and the North Bullfrog mineral property and related assets in Nevada (collectively, the “Nevada and Other Alaska Business”) were indirectly spun out into a new public company, being Corvus Gold Inc. (“Corvus” or the “Company”). As part of the Arrangement, ITH transferred its wholly-owned subsidiary Corvus Gold Nevada Inc. (“Corvus Nevada”) (which held the North Bullfrog property), to Corvus and a wholly-owned Alaskan subsidiary of ITH, Talon Gold Alaska, Inc. sold to Raven Gold Alaska Inc. (“Raven Gold”), the Terra, Chisna, LMS and West Pogo properties. As a consequence of the completion of the Arrangement, the Terra, Chisna, LMS, West Pogo and North Bullfrog properties were transferred to Corvus.

The Company was incorporated on April 13, 2010 under theBusiness Corporations Act (British Columbia). These condensed interim consolidated financial statements reflect the cumulative operating results of the predecessor, as related to the mineral properties that were transferred to the Company from June 1, 2006.

The Company is engaged in the business of acquiring, exploring and evaluating mineral properties, and either joint venturing or developing these properties further or disposing of them when the evaluation is completed. At ~~February 28,~~August 31, 2019, the Company had interests in properties in Nevada, U.S.A.

The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The Company has no source of revenue, and has significant cash requirements to meet its administrative overhead and maintain its mineral property interests. The recoverability of amounts shown for mineral properties is dependent on several factors. These include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties, and future profitable production or proceeds from disposition of mineral properties. The carrying value of the Company’s mineral properties does not reflect current or future values.

These 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 in the following paragraphs.

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. As at ~~February 28,~~August 31, 2019, the Company had working capital of ~~$5,514,929~~$4,265,957 compared to working capital of ~~$2,562,047~~$4,204,082 as at May 31, ~~2018.~~2019. On June ~~7, 2018,~~5, 2019, the Company closed a non-brokered private placement equity financing and issued ~~1,730,770~~500,000 common shares at a price of $1.80 per common share for gross proceeds of $900,000. On August 19, 2019, the Company closed a non-brokered private placement equity financing and issued 500,000 common shares at a price of $2.60 per common share for gross proceeds of $4,500,002. In November of 2018, the Company issued 4,036,900 common shares on the exercise of 4,036,900 stock options at an exercise price of $0.86 per stock option for net proceeds of $3,453,924. On December 20, 2018, the Company closed a non-brokered private placement equity financing and issued 800,000 common shares at a price of $2.60 per common share for gross proceeds of $2,080,000.$1,300,000. Based on its current plans, budgeted expenditures, and cash requirements, the Company ~~has~~does not have sufficient cash to finance its current plans for the 1712 months from the date the condensed interim consolidated financial statements are issued.

The Company expects that it will need to raise substantial additional capital to accomplish its business plan over the next several years. There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favourable to the Company as those previously obtained, or at all. 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 ~~if warranted,~~ and development activities on its currently anticipated scheduling.

These condensed interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue in business.

These condensed interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under theSecurities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. These condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended May 31, ~~2018~~2019 as filed in our Annual Report on Form 10-K. In the opinion of the Company’s management these condensed interim consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s financial position at ~~February 28,~~August 31, 2019 and the results of its operations for the ~~nine~~three months then ended. Operating results for the ~~nine~~three months ended ~~February 28,~~August 31, 2019 are not necessarily indicative of the results that may be expected for the year ending May 31, ~~2019.~~2020. The ~~2018~~2019 year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP.

The preparation of these condensed interim consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these condensed interim consolidated financial statements, and the reported amounts of revenues and expenses during the period. These judgments, estimates and assumptions are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. While management believes the estimates to be reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.

These condensed interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries (collectively, the “Group”), Corvus Gold (USA) Inc. (“Corvus USA”) (a Nevada corporation), Corvus Nevada (a Nevada corporation), Raven Gold (an Alaska corporation), SoN Land and Water LLC (“SoN”) (a Nevada limited liability company) and Mother Lode Mining Company LLC (a Nevada limited liability company). All intercompany transactions and balances were eliminated upon consolidation.

Basic loss per share is calculated using the weighted average number of common shares outstanding during the period. The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method, the dilutive effect on earnings (loss) per share is calculated presuming the exercise of outstanding options, warrants and similar instruments. It assumes that the proceeds of such exercise would be used to repurchase common shares at the average market price during the period. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive. For the period ended ~~February 28,~~August 31, 2019, ~~10,315,000~~11,115,000 outstanding stock options (2018 - 9,861,900) were not included in the calculation of diluted earnings (loss) per share as their inclusion was anti-dilutive.

Accounting Standrads Update: No. 2016-02 Leases (Topic 842)(“Topic 842 – Leases”)

Effective June 1, 2019, the Company adoptedTopic 842 – Leases, which specifies how to recognize, measure, present and disclose leases. The standard provides a single accounting ~~pronouncements~~model, requiring the recognition of assets and liabilities for all major leases previously classified as “operational leases”.

At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company has elected to apply the practical expedient to grandfather the lease definition for existing contracts on transition. It applied the definition of a lease underTopic 842 – Leases to existing contracts as of June 1, 2019.

The Company ~~continually assesses~~has also elected to apply the practical expedient to account for each lease component and any ~~new accounting pronouncements~~non-lease components as a single lease component.

The Company leases its head office space, based on lease agreement having a fixed duration until January 30, 2023 and a Denver office space, based on lease agreement having a fixed duration until August 31, 2020.

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, based on the initial amount of the lease liability. The assets are depreciated to ~~determine their applicability. When it is determined that a new accounting pronouncement affects~~ the ~~Company's financial reporting,~~earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company ~~undertakes a study~~is reasonably certain to ~~determine~~exercise that option. In addition, the ~~consequences~~right-of-use asset is periodically adjusted for certain remeasurements of the ~~change to its consolidated financial statements and assures~~lease liability.

The lease liability is initially measured at the present value of the lease payments that ~~there~~ are ~~proper controls~~not paid at the commencement date, discounted using the interest rate implicit in ~~place to ascertain~~the lease or, if that rate cannot be readily determined, the Company’s ~~consolidated financial statements properly reflect the change.~~incremental borrowing rate.

~~In March 2016,~~The ongoing lease liability is measured at amortized cost using the ~~Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases.~~effective interest method. It is measured when there is a change in future lease payments, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Effective June 1, 2019, the Company adoptedTopic 842 – Leases using the modified retrospective approach and accordingly the information presented for the period ended August 31, 2018 has not been restated. The ~~main difference between~~cumulative effect of initial application is recognized in deficit at June 1, 2019. Comparative amounts for August 31, 2018 remain as previously reported.

On initial application, the ~~provisions~~Company has elected to record right-of-use assets based on the corresponding lease receivables and/or lease liabilities. Lease receivables and liabilities have been measured by discounting future lease payments at the incremental borrowing rate at June 1, 2019. The incremental borrowing rate applied was 10% per annum and represents the Company’s best estimate of ~~ASU No. 2016-02~~the rate of interest that it would expect to pay to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in the current economic environment. As of the initial date of application ofTopic 842 – Leases, the remaining non-cancellable period of the office lease was three years and ~~previous U.S. GAAP is~~eight month.

The Company has elected to apply the practical expedient to account for leases for which the lease term ends within 12 months of the date of initial application and leases of low value assets as short-term leases. The lease payments associated with these leases are recognized as expenses on a straight-line basis over the lease term.

The Company has also elected to apply the practical expedient for excluding the initial direct costs for the measurement of right-of-use assets at the date of initial application, as well as for using hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

The application ofTopic 842 – Leases to leases previously classified as operating leases, resulted in the recognition of right-of-use assets and lease liabilities ~~by lessees for those leases classified~~ as ~~operating leases under previous U.S. GAAP. ASU No. 2016-02 retains a distinction between finance leases and operating leases, and~~at June 1, 2019 as summarized in the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous U.S. GAAP. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize right-of-use assets and lease liabilities. The accounting applied by a lessor is largely unchanged from that applied under previous U.S. GAAP. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This ASU is effective for public business entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted as of the beginning of any interim or annual reporting period. The Company has not yet determined the effect of the standard on its ongoing reporting.

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses, Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard will replace the current incurred loss approach with an expected loss model for instruments measured at amortized cost. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. This ASU is effective for public entities for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018, and interim periods therein. The Company has not yet determined the effect of this standard on its ongoing reporting.

The Company had the following activity related to capitalized acquisition costs:

The following table presents costs incurred for exploration and evaluation activities for the three months ended August 31, 2019:

The following table presents costs incurred for exploration and evaluation activities for the ~~nine~~three months ended ~~February 28, 2019:~~

~~The following table presents costs incurred for exploration and evaluation activities for the nine months ended February 28,~~August 31, 2018:

The Company’s North Bullfrog project consists of certain leased patented lode mining claims and federal unpatented mining claims owned 100% by the Company.

On October 9, 2009, a US subsidiary of ITH at the time (Corvus Nevada) completed the acquisition of all of the interests of Redstar Gold Corp. (“Redstar”) and Redstar Gold U.S.A. Inc. (“Redstar US”) in the North Bullfrog project, which consisted of six leases covering 33 patented mining claims. The leases have an initial term of ten years, and for so long thereafter as mining activities continue on the ~~following leases:~~claims or contiguous claims held by the Company:

The Company is required to pay annual advance minimum royalty payments (recoupable from production royalties) for as long as there are mining activities continuing on the claims or contiguous claims held by the Company. The required annual advance minimum royalty payments are:

The lessor is entitled to receive a separate NSR royalty related to all production from the leased property of the various individual leases which may be purchased by the Company as follows:

~~As a consequence of the acquisition of Redstar and Redstar US’s interest in the foregoing leases, Corvus Nevada is now the lessee under all of such leases.~~

Pursuant to a purchase agreement made effective June 9, 2017 between Corvus Nevada and Goldcorp USA, Inc. (“Goldcorp USA”), Corvus Nevada has acquired 100% of the Mother Lode property (the “Mother Lode Property”). In addition, Corvus Nevada staked two additional adjacent claim blocks to the Mother Lode Property. In connection with the acquisition, the Company issued 1,000,000 common shares at a price of $0.81 per common share to Goldcorp ~~USA.~~USA (note 5). The Mother Lode Property is subject to an NSR in favour of Goldcorp USA. The NSR pays 1% from production at the Mother Lode Property when the price of gold is less than USD 1,400 per ounce and an additional 1% NSR for a total of 2% NSR when gold price is greater than or equal to USD 1,400 per ounce.

On June 7, 2019, the Company completed the sale of the royalties where four non-core Alaskan royalty interests owned by Corvus were sold to EMX Royalty Corporation (“EMX”) for a purchase price of $350,000. In connection with the Alaskan royalty package sale, the Company incurred $31,463 in legal fees, resulting in a total cost recovery for the Alaska Royalty Interest of $318,537.

The acquisition of title to mineral properties is a detailed and time-consuming process. The Company has taken steps, in accordance with industry norms, to verify title to mineral properties in which it has an interest. Although the Company has taken every reasonable precaution to ensure that legal title to its properties is properly recorded in the name of the Company (or, in the case of an option, in the name of the relevant optionor), there can be no assurance that such title will ultimately be secured.

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.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. Estimated future removal and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

The Company has estimated the fair value of the liability for asset retirement that arose as a result of exploration activities to be ~~$374,642~~$423,225 (USD ~~284,000)~~318,000) (May 31, ~~2018~~2019 - ~~$366,641~~$419,286 (USD ~~283,000)~~309,000)). The fair value of the liability was determined to be equal to the estimated ~~reclamation~~remediation costs. Due to the early ~~stage~~stages of the ~~projects,~~project, and that extractive activities have not yet begun, the Company is unable to predict with any precision the timing of the cash flow related to the reclamation activities.

Stock options awarded to employees and non-employees by the Company are measured and recognized in the Condensed Interim Consolidated Statement of Operations and Comprehensive Loss over the vesting period.

The Company has adopted an incentive stock option plan, first adopted in 2010 and then amended in 2013 and 2019 (the “Amended 2010 Plan”). The essential elements of the Amended 2010 Plan provide that the aggregate number of common shares of the Company’s share capital that may be made issuable pursuant to options granted under the Amended 2010 Plan (together with any other shares which may be issued under other share compensation plans of the Company) may not exceed 10% of the number of issued ~~common~~ shares of the Company at the time of the granting of the options. Options granted under the Amended 2010 Plan will have a maximum term of ten years. The exercise price of options granted under the Amended 2010 Plan will not be less than the greater of the market price of the common shares (as defined by TSX, currently defined as the five day volume weighted average price for the 5five trading days immediately preceding the date of grant) or the closing market price of the Company’s common shares for the trading day immediately preceding the date of ~~grant,~~grant), or such other price as may be agreed to by the Company and accepted by the TSX. Options granted under the Amended 2010 Plan vest immediately, unless otherwise determined by the directors at the date of grant.

A summary of the status of the stock option plan as of ~~February 28,~~August 31, 2019, and May 31, ~~2018,~~2019, and changes during the periods are presented below:

The weighted average remaining contractual life of options outstanding at ~~February 28,~~August 31, 2019 was ~~3.27~~3.17 years (May 31, ~~2018 - 1.74~~2019 – 3.25 years).

*The Company’s share trading policy (the “Policy”) requires that all restricted persons and others who are subject to the Policy refrain from conducting any transactions involving the purchase or sale of the Company’s securities, during the period in any quarter commencing 30 days prior to the scheduled issuance of the next quarter or year-end public disclosure of the financial results as well as when there is material data on hand. In accordance with the terms of the Amended 2010 Plan, if stock options are set to expire during a restricted period and are not exercised prior to any such restriction, they will not expire but instead will be available for exercise for ten days after such restrictions are lifted.

The Company uses the fair value method for determining stock-based compensation for all options granted during the periods. The fair value of options granted was ~~$6,939,946~~$1,443,647 (2018 - ~~$951,067)~~$nil), determined using the Black-Scholes option pricing model based on the following weighted average assumptions:

Annualized volatility was determined by reference to historic volatility of the Company.

Stock-based compensation has been allocated to the same expenses as cash compensation paid to the same employees or consultants, as follows:

As at ~~February 28,~~August 31, 2019, included in accounts payable and accrued liabilities was ~~$1,427~~$1,011 (May 31, ~~2018 - $15,537)~~2019 – $12,810) in expenses owing to companies related to officers and officers of the Company.

These amounts were unsecured, non-interest bearing and had no fixed terms or terms of repayment. Accordingly, fair value could not be readily determined.

The Company has also entered into change of control agreements with officers of the Company. In the case of termination, the officers are entitled to an amount equal to a multiple (ranging from two times to three times) of the sum of the annual base salary or fees then payable to the officer, the aggregate amount of bonus(es) (if any) paid to the officer within the calendar year immediately preceding the Effective Date of Termination, and an amount equal to the vacation pay which would otherwise be payable for the one year period next following the Effective Date of Termination.

The Company operates in one industry segment, the mineral resources industry, and in two geographical segments, Canada and the United States. All current exploration activities are conducted in the United ~~States.~~States and Canada. The significant asset categories identifiable with these geographical areas are as follows:

Significant subsidiaries for the ~~nine months~~periods ended ~~February 28,~~August 31, 2019 and 2018 are:

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 condensed interim consolidated financial statements for the ~~nine~~three months ended ~~February 28,~~August 31, 2019, 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 entitled “Technical Report and Preliminary Economic Assessment for the Integrated Mother Lode and North Bullfrog Projects, Bullfrog Mining District, Nye County, Nevada”, dated November 1, 2018 and amended on November 8, 2018, with an effective date of September 18, 2018 (the “Technical Report”). 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~~reporting under SEC Industry Guide 7 requirements.

The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC. These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) and, following a two-year transition period, the SEC Modernization Rules will replace the historical property disclosure requirements for mining registrants that are included in SEC Industry Guide 7. The Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules until its fiscal year beginning May 31, 2021. Under the SEC Modernization Rules, the definitions of “Proven Mineral Reserves” and “Probable Mineral Reserves” have been amended to be substantially similar to the ~~reporting~~corresponding CIM Definition Standards and ~~disclosure requirements~~the SEC has added definitions to recognize “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources” which are also substantially similar to the corresponding CIM Definition Standards; however there are differences in the definitions under the ~~United States federal securities laws~~SEC Modernization Rules and the ~~rules~~CIM Definition Standards and ~~regulations thereunder.~~therefore once the Company begins reporting under the SEC Moderization Rules there is no assurance that the Company’s Mineral Reserve and Mineral Resource estimates will be the same as those reported under CIM Definition Standards as contained in this report.

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 the Mother Lode Project (“MLP” or “Mother Lode”). Mineral resources that are not mineral reserves have no demonstrated economic viability. The preliminary economic assessment included in the Technical Report on the NBP-MLP 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 and MLP 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.

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 results of the preliminary economic assessment;

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 MLP;

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 MLP;

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 MLP;

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 MLP 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 MLP as an indication of the presence of mineralization;~~

the estimated reclamation and asset retirement costs;

the plans related to the potential development of the MLP and the NBP; and

the NBP and MLP work plans and mine development plan/programs.

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 August ~~28, 2018,~~8, 2019, 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 properties are the NBP and the MLP, advanced exploration stage projects in Nevada which have a number of high-priority, bulk tonnage and high-grade vein targets (held through Corvus Nevada, a Nevada subsidiary). While exploring the NBP, the Company acquired the MLP in June 2017, which is located approximately 12 miles to the south east of the NBP. The MLP 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 MLP and 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:

~~Phase III of the MLP exploration~~The NBP drilling program ~~commenced~~completed 7,350 m of drilling in ~~July 2018, with 13,000 metres of RC drilling completed in 35~~34 holes ~~by the end of February~~between June 1, 2019 and mid-September 2019.

Metallurgical test work ~~reported in the Technical Report was used as the basis for planning further flotation test work~~ on ~~Mother Lode sulphide mineralization. Samples of the~~ MLP sulphide composites ~~were shipped~~was performed to ~~Research Development Inc.~~improve the gold recovery to rougher concentrate. Recovery was increased to 90% in ~~Wheatridge, CO for scoping tests.~~the testing.

~~Additional comments~~Baseline characterization reports supporting the revised Environmental Assessment (“EA”) for MLP were ~~received from~~submitted for review by Bureau of Land Management (“BLM”) onspecialists, and minor comments have been received, clearing the way for finalization of the EA.

The project completed development and execution of a hydrologic study of work from the previous mining at the Daisy Project at MLP and for assessment of potential hydrologic impacts from the Mother Lode ~~Environmental Assessment (EA) document,~~exploration project. This includes collection of water quality samples from area wells and ~~editing~~springs within 5 miles of the ~~document continued.~~MLP. This work was required by BLM after submission of the first revision of the EA document.

Baseline characterization activities at the NBP continued with the water quality sampling of some of the ~~monitor wells.~~springs. The meteorological monitoring report was submitted to the Nevada Department of Environmental Protection (“NDEP”) for calendar ~~Q4 2018.~~Q2 2019.

~~Reports of Conveyance~~Pump tests were ~~submitted for the historical Mother Lode Water Permits and were confirmed by the Division of Water Resources. The two permits have a total combined duty not to exceed 144 acre-feet per year.~~

A video borehole log of the historical water well PW-2 was performed and it confirmed that the well was in good condition to a depth of 580 m. An application to transfer ½ of the historical water right 52847 to well PW-2 was submitted to the State Engineers office.

~~A pump test was~~ performed on the Mother Lode water ~~well MW-4~~wells (MW-4 and MW-3) and on the Sarcobatus and NB-WW-13 water ~~well, and~~wells at the NBP. The quarterly production volumes were reported to the State ~~Engineers office.~~Engineer, Nevada Division of Water Resources (“NDWR”).

~~Mother Lode water well MW-3 was re-completed and a pump test performed.~~

~~Continuation~~Continuations of the North Bullfrog Exploration permit, the North Bullfrog Baseline Characterization Notice of Intent, ~~was~~and the Mother Lode Notice of Intent were requested by BLM, and the Reclamation Cost Estimate was updated and ~~submitted~~accepted for two year extensions.

Work to ~~BLM.~~evaluate potential approaches to improve project performance was begun for both NBP and MLP as stand-alone operations.

Corporate Financial Activities

On ~~December 20, 2018,~~June 5, 2019, the Company issued 500,000 common shares at a price of $1.80 per common share to EMX Royalty Corporation for gross proceeds of $900,000. The Company also completed the sale of the royalties where four non-core Alaskan royalty interests owned by Corvus were sold to EMX Royalty Corporation for a purchase price of $350,000.

On August 19, 2019, the Company announced the completion of a ~~$2,080,000~~$1,300,000 non-brokered private placement, where the Company issued ~~800,000~~500,000 common shares at a price of $2.60 per common share to a key strategic shareholder. Proceeds of the financing isare expected to fund an expanded exploration program at both the MLP and NBP.

Nevada Properties

NBP and MLP

Our principal mineral properties are the NBP and the MLP, which form a unified gold exploration project (the “NBP-MLP”) located in northwestern Nye County, Nevada, in the Northern Bullfrog Hills and Bare Mountains to the east, north and west of the town of Beatty. The NBP-MLP 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, which describes the integration of the two properties into a single mining operation. 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 SEC Industry 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 following disclosure is derived, in part, and supported by the Technical Report.

The NBP-MLP is located in the Bullfrog Hills and Bare Mountains of northwestern Nye County, Nevada (Figure 1). The NBP covers about ~~7,223~~12,720 hectares of patented and unpatented mining claims in Sections 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, and 36 of T10S, R46E; sections 1, 2, 3, 4, 5, 6, 10, 11, 12, 13, 14, 15, 23, 24, 25, 26, 34 and 1435 of T11S, R46E; section 30, 31, and 32 of T10S, R47E; and sections 4, 5, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 22, 23, 26, 27, 34, 35 and 1736 of T11S, R47E, sections 1, 2, 3, 9, 10, 11, 12 and 13 of T12S 47E , sections 2, 3, 5, 6,7, 8, 9, 10, and18 of T12S R46E, sections 7, 8, 9, 16, 17 and 18 of T12S R48E, 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 (see Private ~~Land Leases~~Lands in Figure 1). 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~~Sarcobatus hydrographic basin (Basin 146). During ~~October~~ 2018, the NBP property was extended to the south by locating the GAP claims, which consist of 190 Federal Lode mining claims extending south from the previous southwest boundary of the ~~NBP.~~

NBP, and an additional 69 claims were added to the GAP claims in 2019.

Figure 1. Property Map showing the Location of the NBP and the MLP with respect to the town of Beatty, NV.

Studies at the NBP have been focused on the integration of the NBP and the newly acquired MLP into a single mining operation. The Technical Report describing the integrated NBP-MLP dated November 1, 2018 and amended November 8, 2018 is available on SEDAR.

NBP Drilling Activities

Exploration drilling was moved from MLP to NBP in May 2019. A total of 7,350 m of drilling was performed from June 1, 2019 to mid-September 2019 with 34 holes completed. These holes tested early stage targets at Cat Hill West, the YellowJacket North Extension, South Jolly Jane and the West Sierra Blanca (“WSB”) target. Initial results of this work are reported in NR19-10 (August 6, 2019).

West Cat Hill is a large, untested alteration system west of the Road Fault. Drilling has revealed a broad stockwork quartz zone which is typical of YellowJacket or Bullfrog mineralization. Drilling at South Jolly Jane has indicated that the favourable Jolly Jane mineralized horizon extends to the south with potential for resource expansion. In addition, lower plate carbonates that had been altered to jasperoid were intersected that could be an indicator of a sediment hosted system that might underlie most of the NBP gold systems (similar to MLP).

North YellowJacket drilling is testing the potential to extend the YellowJacket vein system to the north. The initial results indicate that the zone is more North-South oriented than previously thought, and warrant further drilling to define the extent of the system.

Drilling at WSB is testing structural zones on the west side of the main Sierra Blanca deposit in previously untested materials. The WSB is characterized by disseminated and fine stockwork quartz and intrusive dikes with similar textures to those at YellowJacket and MLP. Initial results (NR19-10, August 6, 2019) indicate the potential for dike filled structures trending north and will be followed-up with an aggressive program.

Results from the drilling at the Jasperoid and West Air Track targets returned no significant results and no further work is planned during this phase of NBP exploration.

MLP Drilling Activities

~~On June 9, 2017,~~

Results from 2019 MLP drilling completed by April 2019, prior to moving the Company acquired the MLP, whose location is shown on the map in Figure 1, and which is located approximately six kilometres east of Beatty, Nevada, in Nye County. The MLP is in the Bare Mountain District, and was previously mined by U.S. Nevada Gold Search Inc. The Company acquired the thirteen Federal mining claims comprising the MLP from Goldcorp USA. The Company staked an additional 105 claims (the MN claim group)drilling operation to the ~~northwest of~~NBP, were reported in NR19-09 (June 11, 2019). The drilling indicated that the MLP claims and an additional 22 claims (the ME claim group) to the east of the MLP claims. The MN claim group was expanded again by an additional 54 claims during Q3 2017-2018, as surface exploration work revealed potential for mineralized targets similar to previously defined systems immediately to the south. An additional 255 MN claims were added in Q1 2018-2019 extending the MLP north to connect with the southeast end of the NBP.

The MLP is located in the northern Bare Mountain area of northwestern Nye County, Nevada. Figure 1 shows the MLP land position defined by unpatented lode mining claims in purple. The location of the property is indicated by the coordinate grid on the map which is in the UTM metres, NAD27, Zone 11 coordinate system. The MLP consists of approximately 3,590 hectares (8,872 acres) of unpatented lode mining claims located in Sections 10, 11, 14, 15, 22, 23, 26, 27, 34, 35 and 36 of T11S, R47E; Sections 1, 2, 3, 9, 10, 11, 12, and 13 of T12S, R47E; and Sections 6, 7, 8, 9, 16, 17 and 18 of T12S, R48E, Mount Diablo Base and Meridian. Corvus owns, through its wholly-owned subsidiary, Mother Lode Mining Company LLC, the historic MLP which consisted of thirteen unpatented lode mining claims. The MN and ME claim groups were staked by Corvus in 2017 and the MN claims group was expandedmain zone mineralization continues to the north ~~in 2018, connecting to the southeast corner of NBP (Figure 1).~~(NR19-08, June 3, 2019), and may have intersected a newly discovered deep zone with high grades and a different geochemical signature. The ~~Mother Lode, MN and ME claim groups are 100% owned by Corvus.~~

The Company began its Phase I MLP 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 MLP site. The initial program addressed resource expansion and exploration targets in four main zones of historic mineralization. Phase IIdata contain many of the ~~MLP drilling program began in early January 2018 with~~characteristics of a ~~single RC drilling rig completing an additional 43 holes for 13,386 metres. Phase III drilling began in late July 2018,~~deeper, hotter system with an ~~additional 35 holes and 13,000 m of drilling completed to the end of February 2019.~~intrusive/Carlin signature (NR19-09, June 11, 2019).

The Phase I and II drilling was used to verify and supplement the historic drill data and have been used as the basis for a maiden Mineral Resource estimation that was announced on September 18, 2018 (NR18-15). Preliminary results for 52 holes were released between October 11, 2017 and April 5, 2018, consisting of intervals in each hole with significant gold mineralization. Results for holes ML17-001 to -015 were reported in NR17-13 (October 11, 2017), NR17-15 (October 25, 2017), NR17-17 (November 7, 2017) and NR17-19 (December 12, 2017). Refer to news releases NR18-1 (January 10, 2018), NR18-2 (January 18, 2018), NR18-3 (February 1, 2018), NR18-5 (February 22, 2018), NR18-6 (March 1, 2018), NR18-7 (March 22, 2018), NR18-8 (April 5, 2018), NR18-9 (April 25, 2018), NR18-10 (May 24, 2018), NR18-12 (June 13, 2018), NR18-13 (July 12, 2018), and NR18-14 (September 5, 2018) for information on assay results and locations of the drill holes ML17-16 to ML18-78.

Phase III assay results and locations for holes ML18-079 to ML18-95 and ML18-99 to ML18-103 were reported in NR 18-16 (October 2, 2018), NR 18-17 (October 17, 2018), NR 19-01 (January 10, 2019), NR 19-02 (January 22, 2019) and NR 19-03 (February 21, 2019). Drilling operations at MLP were stopped in December for the holiday break, and were re-started on January 8, 2019. Up until the end of February 2019, the Company completed 10 additional RC holes for 3,828 metres.

Mother Lode Metallurgical Test Program

Preliminary metallurgical test work, performed on drill samples, were reported in the Technical Report. The testing included scoping level tests of flotation concentration, pressure oxidation of the concentrate, roasting of the concentrate, atmospheric alkaline oxidation of the concentrate and biologic oxidation of the concentrate. Gold recovery to concentrate was demonstrated to be 82-86%. Gold recovery from the oxidized concentrate filtrates ranged between 85-96% with pressure oxidation producing the highest gold recovery. Biox amenability testing on concentrate samples confirmed the earlier work performed on Mother Lode sulphide samples by Rayrock Resources Inc., and indicated the potential for application to Mother Lode mineralization.

Further metallurgical test work has been ~~designed~~conducted on Mother Lode sulphide mineralization to increase and maximize the ~~recovey~~recovery of gold to concentrate. ATesting has indicated recovery to rougher concentrates of up to 90%. This test ~~program~~work is ongoing to ~~maximize flotation gold recovery was developed during~~examine stages to clean the ~~reporting period,~~concentrate to reduce mass pull and ~~further samples have been transmitted to~~increase the ~~Resource Development Inc. of Wheatridge, CO for some scoping test work.~~concentrate grade.

NBP-MLP Project Activities

NBP-MLP Project Optimization Studies

Mining optimization studies are underway to investigate alternative approaches for a district-wide production plan as previously announced in the November 2018 Preliminary Economic Assessment (NR18-19, November 1, 2018). These studies are examining three main areas of optimization as discussed in NR19-12 (September 5, 2019):

Low Cost and Near-Term Production - improve the start-up plan at both sites to lower initial capex, accelerate production timeline to improve financial performance and reduce project risk;

Improved Sulphide Processing – expand metallurgical processing options for high-grade Mother Lode sulphide mineralization with lower capex and opex while maintaining high gold recovery;

Increase Mineral Resource Base – expand the mineral resource base at both the NBP and MLP and evaluate their ability to operate as stand-alone mines.

At the NBP, these studies are evaluating start-up of production based on the higher grade, Phase I resource using a gravity-processing plant followed by agglomeration of the gravity tail onto heap leach material for final gold recovery via heap leaching. A second phase, Phase II, would extract the remaining heap leach resource at substantially higher production rates, and be financed by the Phase I mining.

At the MLP, the studies are evaluating alternative processing approaches with potential for reduced capital investment in the process plant and lower operating cost. Those options include bio-oxidation of heap leach material with subsequent removal to a heap leach pad for gold recovery, or a biox mill facility,

NBP Activities

Monitoring programs to develop baseline characterization data for support of future permitting activities continued during the period. ~~The new water production well, NB-WW-14, was pump tested and sampled for water quality.~~

The Company operated a meteorological monitoring station at NBP and submitted the report for calendar ~~Q4 2018~~Q2 2019 to the ~~Nevada Division of Environmental Protection~~NDEP in ~~February~~July of 2019.

~~A quarterly~~Quarterly pump ~~test~~tests of the Sarcobatus water well ~~was~~and the water production well (NB-WW-13) were performed in ~~December 2018 and in March~~June 2019 and the production volumes reported to ~~Nevada Division~~NDWR. Drill water at the NBP is being produced from NB-WW-13 in the NW corner of ~~Water Resources. An application was submitted~~NBP, and production volumes are being reported monthly to ~~the State Engineer’s office for temporary transfer of the~~NDWR. The extraction point for the entire ~~quantity of the~~ Sarcobatus water resource has been transferred to ~~North Bullfrog. This was based~~the NBP on a temporary basis to support the ~~performance of the new water production well NB-WW-14 which indicated the feasibility of developing a well field for future production needs on the North Bullfrog property.~~

~~The reclamation cost estimate for the North Bullfrog Baseline Characterization NOI was updated, and the Company applied for a 2 year continuation of the Notice to 2021.~~mining project.

MLP Activities

The Company has received ~~further~~ comments on the ~~Mother Lode~~MLP EA ~~document~~baseline characterization reports from BLM. ~~Modifications~~The comments are minor and finalization of the previously submitted EA document ~~are~~is underway.

~~A review~~BLM required the completion of a baseline characterization study on water resources associated with the wells and springs within five miles of the ~~Mother Lode metallugical test results was performed as the basis of design fortesting program to maximize the gold recovery to concentrate.~~MLP project site. A ~~testing~~water quality sampling program was designed and ~~discussions were held~~conducted during August 2019, along with ~~potential testing laboratories. The Company began~~ a review of ~~recent progress~~historical water quality and hydrologic testing data from the Daisy Project mining in ~~nitric acid oxidation processes with potential~~1994-1996. A baseline hydrologic report was completed and submitted to BLM for ~~application at Mother Lode.~~review and inclusion in the EA document.

A ~~video borehole log~~Right-of-Way document was ~~generated in~~developed to acquire access permission for use of the ~~historic~~Fluorspar Canyon Road from Highway 95 east to the MLP project site and to the water production well PW-2, which was a major water source for production operations at Rayrock Resources Inc. Daisy Project in the 1990s (Mother Lode was considered part of the Daisy Project). The video log indicated that PW-2 was in good condition to the surveyed depth of 580 m (1,900 feet).wells, MW-3, MW-4 and PW-2.

The ~~Company applied~~NDWR permit for ~~conveyance of PW-2~~MLP drill water and ~~transfer of~~for dust suppression along the ~~point of extraction of ½ of~~Fluorspar Canyon Road was submitted for a 1 year renewal period beginning in September 2019. Quarterly pump tests were conducted at wells MW-3 and MW-4, and the ~~water~~production volumes were reported to NDWR in ~~permit 52847 (MW-4) to PW-2. The Company plans to re-comnplete PW-2 in December~~June 2019.

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 Report on Form 10-Q (other than the Mother Lode Mineral Resource estimate) and has reviewed and approved the disclosure herein. Mr. Pontius is not independent of the Company, as he is the Chief Executive Officer and President and holds common shares and incentive stock options in Corvus.

Carl E. Brechtel (Colorado PE 23212, Nevada PE 008744 and Registered Member 353000 of SME), a qualified person as defined by NI 43-101, has coordinated execution of the technical work and has reviewed and approved the disclosure in this Report on Form 10-Q related thereto. Mr. Brechtel is not independent of the Company, as he is the Chief Operating Officer and holds Common Shares and incentive stock options in Corvus.

The work program at the MLP was designed and supervised by Mark Reischman, Corvus’ 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 in Reno, Nevada, for preparation and assaying.

Assaying for the MLP holes has been performed by American Assay Laboratories (“AAL”) in Sparks, Nevada. Corvus has no business relationship with AAL beyond being a customer for analytical services. The Sparks laboratory is Standards Council of Canada, Ottawa, Ontario Accredited Laboratory No. 536 and conforms with requirements of CAN-P-1579, CAN-P-4E (ISO/IEC 17025:2005).

Check assaying has been performed by Bureau Veritas North America (“BV”, formerly Inspectorate America Corporation), in Sparks Nevada and Vancouver, Canada, and ALS Minerals Laboratories (“ALS Minerals”), in Sparks, Nevada. Corvus has no business relationship with BV or ALS Minerals beyond being a customer for analytical services. The BV laboratory is Accredited Laboratory No. 720 and conforms to requirements of CAN-P-1579, CAN-P-4E (ISO 9001:2008) and ALS is Accredited Laboratory No. 660 and conforms to requirements of CAN-P-1579, CAN-P-4E (ISO/IEC 17025:2005).

Mr. Scott E. Wilson, CPG (10965), Registered Member of SME (4025107) and President of Resource Development Associates Inc., is an independent consulting geologist specializing in Mineral Reserve and Mineral Resource calculation reporting, mining project analysis and due diligence evaluations. He has acted as the Qualified Person, as defined in NI 43-101, for the Mineral Resource estimate and the Technical Report. Mr. Wilson has over 29 years of experience in surface mining, resource estimation and strategic mine planning. Mr. Wilson and Resource Development Associates Inc. are independent of the Company under NI 43-101. Mr. Wilson, a Qualified Person, has verified the data underlying the information disclosed herein by reviewing the reports of AAL and all procedures undertaken for QA/QC. 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-MLP, 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

~~Nine~~Three months ended ~~February 28,~~August 31, 2019 Compared to ~~Nine~~Three months ended ~~February 28,~~August 31, 2018

For the ~~nine~~three months ended ~~February 28,~~August 31, 2019, the Company had a net loss of ~~$7,995,922~~$2,935,406 compared to a net loss of ~~$7,113,643~~$2,442,448 in the comparative period of the prior year. Included in net loss was ~~$962,148~~$795,757 (2018 - ~~$508,865)~~$164,368) in stock-based compensation charges which is a result of stock options granted during the ~~current~~ period and previously granted stock options which vested during the period. ~~The increase in loss of $882,279 in the nine 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 $4,218,191 incurred~~Stock-based compensation in the current period ~~compared to $4,075,384 in~~comprised of stock options granted on July 31, 2017, November 19, 2018, April 9, 2019 and June 13, 2019 which vested during the period. The prior period comparative period of the prior year. The exploration activities of the Company increased mainly due to an increase in exploration expenditures in the current period compared with the comparative period of the prior year as the Company secured additional financing in June 2018 and focused its exploration efforts on the NBP-MLP. Management expects exploration expenditures to continue to increase moving forward.

~~Consulting expenses increased to $663,884 (2018 - $468,982) mainly due to an increase in~~had stock-based compensation ~~charges of $423,134~~arising from stock options granted on September 15, 2016 and July 31, 2017 which vested during ~~the current period compared to $231,065 in the comparative period of the prior year.~~

Investor relations expenses increased to $1,002,840 (2018 - $616,295) mainly due to an increase in advertising and marketing during the current period as part of the Company’s efforts to secure additional financing and financial advisory fees. There is an increase in stock-based compensation charges of $130,676 during the current period compared to $69,817 in the comparative period of the prior year. The increase ~~was offset by a decrease in investor relations-related travels.~~

Office expenses decreased to $85,934 (2018 - $108,437) and rent expenses decreased to $55,521 (2018 - $79,484) mainly due to the Company moving its Denver office location in the comparative period of the prior year.

Professional fees increased to $267,401 (2018 - $194,435) due to the professional fees incurred for updating the tax model for the Technical Report and the adjustment of prior years’ audit overaccrual. The increase is also due to an increase in stock-based compensation charges of $7,533 during the current period compared to $5,511 in the comparative period of the prior year.

Regulatory expenses increased to $102,381 (2018 - $86,311) mainly due to an increase in share prices which resulted in an increase to the reporting issuer participation fee which is calculated based on share prices.

~~Travel expenses increased to $188,339 (2018 - $163,960) mainly due to more property tours conducted during the current period.~~

Wages and benefits increased to $1,335,653 (2018 - $1,033,069) mainly due to an increase in stock-based compensation charges of $315,715 during the current period compared to $161,306 in the comparative period of the prior year and an increase of $148,175 in wages and benefits in the current period mainly as a result of increase in wages to the CEO of the Company and increase in employee expenses.

Other expense categories that reflected only moderate changes period over period were administration expenses of $323 (2018 - $316), depreciation expenses of $11,262 (2018 - $13,477), and insurance expenses of $157,791 (2018 - $147,279).

Other items amounted to an income of $93,598 compared to a loss of $126,214 in the comparative period of the prior year. There was an increase in foreign exchange gain to $38,657 (2018 - loss of $138,781), which is the result of factors outside of the Company’s control and an increase in interest income to $54,941 (2018 - $12,567) as a result of more investment in cashable GIC’s as a result of proceeds from the June 2018 financing during the current period.

~~Three months ended February 28, 2019 Compared to Three months ended February 28, 2018~~

For the three months ended February 28, 2019, the Company had a net loss of $2,886,696 compared to a net loss of $2,931,596 in the comparative period of the prior year. Included in net loss was $652,779 (2018 - $160,795) in stock-based compensation charges which is a result of previously granted stock options which vested during the period. The decrease in loss of ~~$44,900~~$492,958 in the three month period of the current year was due to a combination of factors discussed below.

The ~~primary factor for the~~exploration expenditures decreased to $1,394,155 (2018 - $1,653,100) mainly due to decrease in exploration in the ~~net loss~~current period while the Company worked on securing additional financing. This was ~~the exploration expenditures~~offset by an increase in stock-based compensation charges of ~~$1,071,392 incurred in~~$67,967during the current period compared to ~~$1,623,436~~$14,298 in the comparative period of the prior year. ~~The~~Management expects increases in exploration ~~activities of the Company decreased mainly due~~costs over prior periods are likely to ~~a decrease of $552,044 incurred~~continue in the ~~exploration in the current period compared with the comparative period of the prior year~~immediate future periods as the Company ~~decreased exploration activities in the current period until~~secured further financing ~~can be secured.~~in August 2019.

Consulting fees increased to ~~$393,195~~$443,107 (2018 - ~~$183,224)~~$140,695) mainly due to an increase in stock-based compensation charges of ~~$282,945~~$373,424 during the current period compared to ~~$73,807~~$75,445 in the comparative period of the prior year.

Investor relations expenses increased to ~~$315,115~~$334,513 (2018 - ~~$226,370)~~$217,671) mainly due to an increase in advertising and marketing during the current period as part of the Company’s efforts to secure additional financing and financial advisory fees ~~and~~incurred. There was also an increase in stock-based compensation charges of ~~$88,570~~$106,843 during the current period compared to ~~$22,045~~$22,534 in the comparative period of the prior year.

Professional fees increased to ~~$109,969~~$77,089 (2018 - ~~$94,610)~~$56,163) mainly due to an increase in the ~~professional~~audit-related fees ~~incurred~~and legal fees as the Company prepares for ~~updating the tax model for the Technical Report and the adjustment of prior years’ audit overaccrual,~~a transition in its filing status, and an increase in stock-based compensation charges of ~~$4,533~~$5,919 during the current period compared to ~~$1,779~~$1,821 in the comparative period of the prior year.

Regulatory expenses ~~decreased~~increased to ~~$32,930~~$61,087 (2018 - ~~$47,778)~~$42,288) mainly due to an increase in the base and variable fee paid to the TSX in the ~~comparative period of the prior year.~~

~~Travel expenses increased to $50,364 (2018 - $31,422) mainly due to more property tours conducted during the current period.~~

~~Wages and benefits increased to $788,617 (2018 - $570,899) mainly due to an increase of $47,593 in wages and benefits in the~~ current period ~~mainly as a result of increase in wages and employee expenses, and an increase in stock-based compensation charges of $219,302 during~~which was based on the ~~current period compared to $49,177 in the comparative period of the prior year.~~Company’s market capitalization.

Other expense categories that reflected only moderate change period over period were administration expenses of ~~$108~~$107 (2018 - ~~$105), depreciation expenses of $3,787 (2018 - $4,468)~~$106), insurance expenses of ~~$55,565~~$55,698 (2018 - ~~$49,151)~~$51,629), office expenses of ~~$25,679~~$26,732 (2018 - ~~$30,453)~~$23,408), ~~and~~ rent expenses of ~~$18,835~~$14,141 (2018 - ~~$17,241)~~$18,207) and travel expenses of $43,391 (2018 - $38,229).

Other items amounted to a loss of ~~$21,140~~$26,548 compared to ~~a loss~~an income of ~~$52,439~~$59,940 in the ~~comparative period of the~~ prior ~~year.~~period. There was ~~a decrease~~an increase in foreign exchange loss ~~to $47,477~~of $42,614 (2018 - ~~$58,884)~~gain of $44,640), which iswas the result of factors outside of the Company’s control and an increase in interest income ~~to $26,337~~and expenses of $16,066 (2018 - ~~$6,445)~~$15,300) as a result of more investment in cashable GIC’s during the current ~~period.~~period net of interest expenses.

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~~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.

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~~does not have sufficient cash to finance its current plans for the 1712 months from the date the condensed interim consolidated financial statement are issued.

The Company reported cash and cash equivalents of ~~$5,117,105~~$4,325,128 as at ~~February 28,~~August 31, 2019 compared to ~~$2,610,541~~$4,145,085 as at May 31, ~~2018.~~2019. The change in cash position was the net result of ~~$7,507,487~~$1,969,836 used for operating activities, $4,861 used for lease liabilities payments, and ~~$10,002,867~~$2,183,372 received from the private ~~placement~~placements of common shares in June ~~2018~~2019 and ~~December 2018~~August 2019 (net of share issue costs) ~~and exercise of stock options~~ during the period ended ~~February 28,~~August 31, 2019.

As at ~~February 28,~~August 31, 2019, the Company had working capital of ~~$5,514,929~~$4,265,957 compared to working capital of ~~$2,562,047~~$4,204,082 as at May 31, ~~2018.~~2019. On June ~~7, 2018,~~5, 2019, the Company closed a non-brokered private placement equity financing and issued ~~1,730,770~~500,000 common shares at a price of ~~$2.60~~$1.80 per share for gross proceeds of ~~$4,500,002. During the second quarter of the year, an aggregate of 4,036,900 common shares were issued on the exercise of 4,036,900 stock options at an exercise~~$900,000 and sold its non-core Alaskan royalty interests for a purchase price of ~~$0.86 per stock option for net proceeds of $3,453,924.~~$350,000, before legal fees. On ~~December 20, 2018,~~August 19, 2019, the Company closed a private placement equity financing and issued ~~800,000~~500,000 common shares at a price of $2.60 per common share for gross proceeds of ~~$2,080,000.~~$1,300,000.

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 ~~July 31,~~March 2020. Following ~~July 31,~~March 2020, the Company will need to scale back anticipated activities and costs or raise additional financing to fund operations through the year ending May 31, ~~2021.~~2020. The Company’s current anticipated operating expenses are ~~$640,000~~$3,240,000 until March 31, 2020 and $3,760,000 until May 31, ~~2019 and $2,980,000 until February 29,~~ 2020. The Company’s anticipated monthly burn rate averages approximately ~~$213,000~~$463,000 for ~~March~~September 2019 to ~~May 2019,~~March 2020, where approximately ~~$185,000~~$365,000 is budgeted for administrative purposes and approximately ~~$28,000~~$99,000 is for planned exploration expenditures and holding costs for the NBP and the MLP. From ~~March~~September 2019 to ~~February~~May 2020, the Company’s anticipated monthly burn rate averages approximately ~~$248,000,~~$418,000, of which ~~$206,000~~$332,000 is budgeted for administrative purposes and approximately ~~$42,000~~$86,000 is for planned exploration expenditures and holding costs for the NBP and the MLP. In any event, the Company will be required to raise additional funds, again through public or private equity financings, prior to the end of ~~May~~March 2020 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, if warranted, development activities at the NBP and the MLP 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 ~~significant~~ additional ~~capital~~financing to fund ~~our business plan” in the Company’s Annual Report on Form 10-K as filed with the SEC on August 28, 2018.~~exploration and, if warranted, development and production”. 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 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 ~~MLP~~Mother Lode Property to preserve its working capital to fund anticipated non-discretionary expenditures beyond the ~~2019/2020~~2021 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

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 August ~~28, 2018,~~8, 2019, 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 (“JOBS 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, ~~2018,~~2019, 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 onMay 31, 2020, 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).~~statement.

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.~~Act. 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 ~~February 28,~~August 31, 2019 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 ~~February 28,~~August 31, 2019, 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 ~~February 28,~~August 31, 2019 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 August ~~28, 2018~~8, 2019 and in our Registration Statement on Form S-3/A as filed with the SEC on February 15, 2019.

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

Unregistered Sales of Equity Securities

Other than as reported below, all sales of unregistered equity securities during the period covered by this report were previously reported on Form 8-K.

On ~~December 20, 2018, the Company announced the completion of a $2,080,000 non-brokered private placement, where~~June 5, 2019, the Company issued ~~800,000~~500,000 common shares at a price of ~~$2.60~~$1.80 per common share to a ~~key strategic shareholder.~~private investor for gross proceeds of $900,000. The common shares were issued in reliance on the exemption from registration pursuant to Section 4(a)(2) ~~under~~of the Securities Act of 1933, as amended ~~based~~(the “Securities Act”) on the ~~private nature~~basis of ~~the transaction~~representations of eligibility and ~~the representations and warranties of shareholder~~suitability made to the ~~Company.~~Company by the investor in the subscription agreement for the common shares.

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 ~~nine~~three months period ended ~~February 28,~~August 31, 2019 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

23.1	Consent of Carl Brechtel

23.2	Consent of Jeffrey Pontius

23.3	Consent of Scott Wilson

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 ~~February 28,~~August 31, 2019 and May 31, ~~2018,~~2019, (ii) the Condensed Interim Consolidated Statements of Operations and Comprehensive Loss for the ~~Nine Months and~~ Three Months ended ~~February 28,~~August 31, 2019 and ~~February 28,~~August 31, 2018, (iii) the Condensed Interim Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~February 28,~~August 31, 2019 and ~~February 28,~~August 31, 2018, (iv) the Condensed Interim Consolidated Statement of Changes in Equity for the ~~Nine~~Three Months Ended ~~February 28,~~August 31, 2019, (v) the Notes to the Condensed Interim Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of theSecurities 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)
		~~Jeffrey Pontius~~	Date: September 25, 2019
	~~Chief Executive Officer~~
	~~(Principal Executive Officer)~~

~~Date: April 2, 2019~~ By:


~~By:~~	/s/ Peggy Wu
	Peggy Wu
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Date: ~~April 2,~~September 25, 2019

3231

☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended ~~February 28,~~August 31, 2019
OR
☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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)	V6C 1G8 (Zip code)

	February 28, 2019			May 31, 2018
	(Unaudited)
ASSETS

Current assets
Cash and cash equivalents	$	5,117,107		$	2,610,541
Accounts receivable		45,934			25,438
Prepaid expenses		391,875			256,772

Total current assets		5,554,916			2,892,751

Property and equipment (note 3)		47,787			56,490
Capitalized acquisition costs (note 4)		5,436,745			5,238,789

Total assets	$	11,039,448		$	8,188,030

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities
Accounts payable and accrued liabilities (note 6)	$	39,987		$	330,704

Total current liabilities		39,987			330,704

Asset retirement obligations (note 4)		374,642			366,641

Total liabilities		414,629			697,345

Shareholders’ equity
Share capital (note 5)		96,405,192			83,606,486
Contributed surplus (note 5)		11,256,524			13,030,715
Accumulated other comprehensive income - cumulative translation differences		1,228,951			1,123,410
Deficit accumulated during the exploration stage		(98,265,848	)		(90,269,926	)

Total shareholders’ equity		10,624,819			7,490,685

Total liabilities and shareholders’ equity	$	11,039,448		$	8,188,030

		August 31, 2019			May 31, 2019
		(Unaudited)
ASSETS

Current assets
Cash and cash equivalents	$	4,325,128		$	4,145,085
Accounts receivable		30,757			49,658
Prepaid expenses		233,888			354,971

Total current assets		4,589,773			4,549,714

Property and equipment		41,541			45,016
Right-of-use assets (note 3)		121,695			-
Capitalized acquisition costs (note 4)		5,522,633			5,619,005

Total assets	$	10,275,642		$	10,213,735

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities
Accounts payable and accrued liabilities (note 6)	$	323,816		$	345,632

Total current liabilities		323,816			345,632

Asset retirement obligations (note 4)		423,225			419,286
Lease liabilities (note 3)		123,040			-

Total liabilities		870,081			764,918

Shareholders’ equity
Share capital (note 5)		99,910,144			97,726,772
Contributed surplus (note 5)		12,263,510			11,467,753
Accumulated other comprehensive income - cumulative translation differences		1,295,244			1,382,223
Deficit accumulated during the exploration stage		(104,063,337	)		(101,127,931	)

Total shareholders’ equity		9,405,561			9,448,817

Total liabilities and shareholders’ equity	$	10,275,642		$	10,213,735

	2019			2018

Operating expenses
Administration	$	107		$	106
Consulting fees (notes 5 and 6)		443,107			140,695
Depreciation		9,031			3,673
Exploration expenditures (notes 4 and 5)		1,394,155			1,653,100
Insurance		55,698			51,629
Investor relations (notes 5 and 6)		334,513			217,671
Office and miscellaneous		26,732			23,408
Professional fees (note 5)		77,089			56,163
Regulatory		61,087			42,288
Rent		14,141			18,207
Travel		43,391			38,229
Wages and benefits (notes 5 and 6)		449,807			257,219

Total operating expenses		(2,908,858	)		(2,502,388	)

Other income (expense)
Interest income and expense		16,066			15,300
Foreign exchange gain (loss)		(42,614	)		44,640

Total other income (expense)		(26,548	)		59,940

Net loss for the period		(2,935,406	)		(2,442,448	)

Other comprehensive income (loss)
Exchange difference on translating foreign operations		(86,979	)		45,368

Comprehensive loss for the period	$	(3,022,385	)	$	(2,397,080	)

Basic and diluted net loss per share	$	(0.03	)	$	(0.02	)

Weighted average number of shares outstanding		111,670,182			105,891,881

		Page
PART I	FINANCIAL INFORMATION
ITEM 1	FINANCIAL STATEMENTS	3
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2827
ITEM 4	CONTROLS AND PROCEDURES	2928

PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	3029
ITEM 1A	RISK FACTORS	3029
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3029
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	3029
ITEM 4	MINE SAFETY DISCLOSURES	3029
ITEM 5	OTHER INFORMATION	3029
ITEM 6	EXHIBITS	3130

SIGNATURES

	Three months ended February 28,						Nine months ended February 28,
	2019			2018			2019			2018

Operating Expenses
Administration	$	108		$	105		$	323		$	316
Consulting fees (notes 5 and 6)		393,195			183,224			663,884			468,982
Depreciation (note 3)		3,787			4,468			11,262			13,477
Exploration expenditures (notes 4 and 5)		1,071,392			1,623,436			4,218,191			4,075,384
Insurance		55,565			49,151			157,791			147,279
Investor relations (notes 5 and 6)		315,115			226,370			1,002,840			616,295
Office and miscellaneous		25,679			30,453			85,934			108,437
Professional fees (note 5)		109,969			94,610			267,401			194,435
Regulatory		32,930			47,778			102,381			86,311
Rent		18,835			17,241			55,521			79,484
Travel		50,364			31,422			188,339			163,960
Wages and benefits (notes 5 and 6)		788,617			570,899			1,335,653			1,033,069

Total operating expenses		(2,865,556	)		(2,879,157	)		(8,089,520	)		(6,987,429	)

Other income (expense)
Interest income		26,337			6,445			54,941			12,567
Foreign exchange gain (loss)		(47,477	)		(58,884	)		38,657			(138,781	)

Total other income (expense)		(21,140	)		(52,439	)		93,598			(126,214	)

Net loss for the period		(2,886,696	)		(2,931,596	)		(7,995,922	)		(7,113,643	)

Other comprehensive income (loss)
Exchange difference on translating foreign operations		(41,777	)		(38,904	)		105,541			(287,646	)

Comprehensive loss for the period	$	(2,928,473	)	$	(2,970,500	)	$	(7,890,381	)	$	(7,401,289	)

Basic and diluted loss per share	$	(0.03	)	$	(0.03	)	$	(0.07	)	$	(0.07	)

Weighted average number of shares outstanding		110,678,956			103,961,579			107,735,881			100,301,808

	Number of shares		Amount			Contributed Surplus			Accumulated Other Comprehensive Income – Cumulative Translation Differences		Deficit			Total			Number of shares		Amount			Contributed Surplus		Accumulated Other Comprehensive Income – Cumulative Translation Differences			Deficit			Total

Balance, May 31, 2018		104,255,175	$	83,606,486		$	13,030,715		$	1,123,410	$	(90,269,926	)	$	7,490,685
Balance, May 31, 2019																	111,462,845	$	97,726,772		$	11,467,753	$	1,382,223		$	(101,127,931	)	$	9,448,817

Net loss for the period		—		—			—			—		(7,995,922	)		(7,995,922	)	-		-			-		-			(2,935,406	)		(2,935,406	)
Shares issued for cash
Private placement		2,530,770		6,580,002			—			—		—			6,580,002		1,000,000		2,200,000			-		-			-			2,200,000
Exercise of stock options		4,036,900		3,453,924			—			—		—			3,453,924
Share issued for capitalized acquisition costs		25,000		59,500			—			—		—			59,500
Other comprehensive income (loss)
Other comprehensive income
Exchange difference on translating foreign operations		—		—			—			105,541		—			105,541		-		-			-		(86,979	)		-			(86,979	)
Share issuance costs		—		(31,059	)		—			—		—			(31,059	)	-		(16,628	)		-		-			-			(16,628	)
Reclassification of contributed surplus on exercise of stock options		—		2,736,339			(2,736,339	)		—		—			—
Stock-based compensation		—		—			962,148			—		—			962,148		-		-			795,757		-			-			795,757

Balance, February 28, 2019		110,847,845	$	96,405,192		$	11,256,524		$	1,228,951	$	(98,265,848	)	$	10,624,819
Balance, August 31, 2019																	112,462,845	$	99,910,144		$	12,263,510	$	1,295,244		$	(104,063,337	)	$	9,405,561

	Computer Equipment		Vehicles		Tent		Total

Cost
Balance, May 31, 2018	$	83,619	$	88,328	$	64,740	$	236,687
Additions		1,769		—		—		1,769
Currency translation adjustments		1,035		1,507		1,105		3,647

Balance, February 28, 2019	$	86,423	$	89,835	$	65,845	$	242,103

Depreciation
Balance, May 31, 2018	$	60,144	$	79,178	$	40,875	$	180,197
Depreciation for the period		5,530		2,092		3,640		11,262
Currency translation adjustments		806		1,352		699		2,857

Balance, February 28, 2019	$	66,480	$	82,622	$	45,214	$	194,316

Carrying amounts

Balance, May 31, 2018	$	23,475	$	9,150	$	23,865	$	56,490

Balance, February 28, 2019	$	19,943	$	7,213	$	20,631	$	47,787

		June 1, 2019 prior to adoption ofTopic 842 – Leases		Adjustments		June 1, 2019 after adoption ofTopic 842 – Leases

Non-current assets:
Right-of-use assets	$	-	$	88,957	$	88,957

Non-current liabilities
Lease liabilities	$	-	$	88,957	$	88,957

	North Bullfrog		Mother Lode		Total
	(note 4a))		(note 4b))

Balance, May 31, 2018	$	4,428,752	$	810,037	$	5,238,789

Cash payments (note 4a)(ii)(1)		47,318		—		47,318
Shares issued (note 4a)(ii)(1)		59,500		—		59,500
Asset retirement obligations		—		1,742		1,742
Currency translation adjustments		75,567		13,829		89,396

Balance, February 28, 2019	$	4,611,137	$	825,608	$	5,436,745

		North Bullfrog		Mother Lode		Alaskan royalty interest			Total
		(note 4a))		(note 4b))		(note 4c))

Exploration costs:
Assay	$	151,720	$	36,558	$	-		$	188,278
Asset retirement obligations		11,130		-		-			11,130
Drilling		473,226		-		-			473,226
Equipment rental		17,595		2,987		-			20,582
Field costs		78,798		82,298		-			161,096
Geological/ Geophysical		145,634		65,904		-			211,538
Land maintenance & tenure		307,713		107,814		-			415,527
Permits		1,617		31,140		-			32,757
Studies		31,823		141,028		-			172,851
Travel		23,718		1,989		-			25,707

		1,242,974		469,718		-			1,712,692
Cost recovery		-		-		(318,537	)		(318,537	)

Total expenditures (recovery) for the period	$	1,242,974	$	469,718	$	(318,537	)	$	1,394,155

	Nine months ended February 28, 2019						Year ended May 31, 2018						Three months ended August 31, 2019			Year ended May 31, 2019
	Number of Options			Weighted Average Exercise Price			Number of Options			Weighted Average Exercise Price			Number of Options		Weighted Average Exercise Price	Number of Options			Weighted Average Exercise Price

Balance, beginning of the period		9,861,900		$	0.85			8,846,900		$	0.87		10,000,000	$	1.40	9,861,900		$	0.85
Granted		4,520,000			2.06			1,840,000			0.77		1,115,000		2.18	4,920,000			2.06
Exercised		(4,036,900	)		(0.86	)		(256,660	)		(0.66	)	-		-	(4,651,900	)		(0.93	)
Forfeited		(30,000	)		(0.96	)		(568,340	)		(0.93	)	-		-	(130,000	)		(1.81	)

Balance, end of the period		10,315,000		$	1.38			9,861,900		$	0.85		11,115,000	$	1.48	10,000,000		$	1.40

	February 28, 2019						May 31, 2018						August 31, 2019				May 31, 2019
Expiry Date	Exercise Price		Number of Options		Exercisable at Period- End		Exercise Price		Number of Options		Exercisable at Year- End			Exercise Price	Number of Options	Exercisable at Period- End		Exercise Price	Number of Options	Exercisable at Period- End

September 19, 2017*	$	0.96		—		—	$	0.96		1,966,900		1,966,900
August 16, 2018*	$	0.76		—		—	$	0.76		2,095,000		2,095,000
September 8, 2019	$	1.40		1,250,000		1,250,000	$	1.40		1,250,000		1,250,000
September 8, 2019*													$	1.40	635,000	635,000	$	1.40	635,000	635,000
September 9, 2020	$	0.46		620,000		620,000	$	0.46		625,000		625,000	$	0.46	620,000	620,000	$	0.46	620,000	620,000
November 13, 2020	$	0.49		1,000,000		1,000,000	$	0.49		1,000,000		1,000,000	$	0.49	1,000,000	1,000,000	$	0.49	1,000,000	1,000,000
September 15, 2021	$	0.91		1,085,000		1,085,000	$	0.91		1,085,000		722,610	$	0.91	1,085,000	1,085,000	$	0.91	1,085,000	1,085,000
July 31, 2022	$	0.77		1,840,000		612,720	$	0.77		1,840,000		—	$	0.77	1,840,000	1,225,440	$	0.77	1,840,000	612,720
November 19, 2023	$	2.06		4,520,000		—	$	—		—		—	$	2.06	4,420,000	-	$	2.06	4,420,000	-
April 9, 2024													$	2.04	400,000	-	$	2.04	400,000	-
June 13, 2024													$	2.18	1,115,000	-	$	-	-	-

				10,315,000		4,567,720				9,861,900		7,659,510			11,115,000	4,565,440			10,000,000	3,952,720

For the nine months ended Feburary 28,	2019			2018
For the period ended August 31,							2019			2018

Risk-free interest rate		2.28	%		1.65	%		1.35	%		N/A
Expected life of options (in years)		5			5
Expected life of options (years)								5			N/A
Annualized volatility		73.69	%		79.14	%		75.13	%		N/A
Dividend yield		0	%		0	%		0	%		N/A
Exercise price	$	2.06		$	0.77		$	2.18			N/A

Fair value per share	$	1.54		$	0.52		$	1.29			N/A

	North Bullfrog			Mother Lode		Total			North Bullfrog		Mother Lode		Total
	(note 4a))			(note 4b))					(note 4a))		(note 4b))

Exploration costs:
Assay	$	44,148		$	576,806	$	620,954	$	-	$	203,078	$	203,078
Drilling		(3,265	)		1,423,671		1,420,406		-		502,000		502,000
Equipment rental		15,698			65,678		81,376		-		13,890		13,890
Field costs		32,121			236,373		268,494		284		68,936		69,220
Geological/ Geophysical		66,473			456,948		523,421		14,298		136,659		150,957
Land maintenance & tenure		267,977			125,699		393,676		196,980		225,275		422,255
Permits		6,395			92,254		98,649		4,385		40,400		44,785
Studies		473,213			115,415		588,628		5,377		213,906		219,283
Travel		10,243			69,537		79,780		-		27,632		27,632

Total expenditures for the period	$	913,003		$	3,162,381	$	4,075,384	$	221,324	$	1,431,776	$	1,653,100

	Canada		United States		Total		Canada		United States		Total

February 28, 2019
August 31, 2019
Capitalized acquisition costs	$	—	$	5,436,745	$	5,436,745	$	-	$	5,522,633	$	5,522,633
Property and equipment	$	8,680	$	39,107	$	47,787	$	7,252	$	34,289	$	41,541
Right-of-use assets							$	82,751	$	38,944	$	121,695

May 31, 2018
May 31, 2019
Capitalized acquisition costs	$	—	$	5,238,789	$	5,238,789	$	-	$	5,619,005	$	5,619,005
Property and equipment	$	11,200	$	45,290	$	56,490	$	7,840	$	37,176	$	45,016

For the period ended February 28,	2019			2018

Net loss for the period - Canada	$	(2,594,785	)	$	(1,938,545	)
Net loss for the period - United States		(5,401,137	)		(5,175,098	)

Net loss for the period	$	(7,995,922	)	$	(7,113,643	)

For the three months ended August 31,	2019			2018

Net loss for the period – Canada	$	(1,328,832	)	$	(527,747	)
Net loss for the period – United States		(1,606,574	)		(1,914,701	)

Net loss for the period	$	(2,935,406	)	$	(2,442,448	)

	Country of Incorporation	Principal Activity	The Company’s effective interest for 2019			The Company’s effective interest for 2018

Corvus Gold (USA) Inc.	USA	Holding company		100	%		100	%
Raven Gold Alaska Inc.	USA	Exploration company		100	%		100	%
Corvus Gold Nevada Inc.	USA	Exploration company		100	%		100	%
SoN Land & Water LLC	USA	Exploration company		100	%		100	%
Mother Lode Mining Company LLC	USA	Exploration company		100	%		100	%

For the nine months ended February 28,	2019		2018

Supplemental cash flow information
Interest paid	$	—	$	—
Income taxes paid (received)	$	—	$	—
Non-cash financing and investing transactions
Shares issued to acquire mineral properties	$	59,500	$	847,000
Reclassification of contributed surplus on exercise of stock options	$	2,736,339	$	123,302