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

1.	NATURE AND CONTINUANCE OF OPERATIONS

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, 2019,~~29, 2020, 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, 2019,~~29, 2020, the Company had working capital of ~~$5,514,929~~$19,784,100 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.~~$1,300,000. On ~~December 20, 2018,~~October 10, 2019, the Company closed a ~~non-brokered private placement~~public bought deal equity financing and issued ~~800,000~~11,500,000 common shares at a price of ~~$2.60~~$2.00 per common share for gross proceeds of ~~$2,080,000.~~$23,000,000. Based on its current plans, budgeted expenditures, and cash requirements, the Company has 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. As well, there can be no assurance that the Company will not be impacted by adverse consequences that may be brought about by pandemics on global financial markets may reduce resources, share prices and financial liquidity that may severely limit the financing capital available in the mineral exploration sector. 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.

All currency amounts are stated in Canadian dollars unless noted otherwise.

ADOPTION OF NEW ACCOUNTING STANDARDS AND AMENDMENTS

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

Effective June 1, 2019, the Company adopted Topic 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”.

The Company’s accounting policy under Topic 842 – Leases

Definition of a lease

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 under Topic 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.

As a lessee

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.

Impact of transition to Topic 842 – Leases

Effective June 1, 2019, the Company adopted Topic 842 – Leases using the modified retrospective approach and accordingly the information presented for the period ended February 28, 2019 has not been restated. The ~~main difference between~~cumulative effect of initial application is recognized in deficit at June 1, 2019. Comparative amounts for February 28, 2019 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 of Topic 842 – Leases, the remaining non-cancellable period of the office lease was three years and ~~previous U.S. GAAP is~~eight months.

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 of Topic 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.following table:

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

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

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

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.

MINERAL PROPERTIES

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

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			Total
	(note 4a))			(note 4b))

Balance, May 31, 2019	$	4,761,257		$	857,748		$	5,619,005
Cash payments (note 4a)(ii)(1))		51,705			-			51,705
Shares issued (note 4a)(ii)(1))		48,750			-			48,750
Currency translation adjustments		(32,756	)		(6,215	)		(38,971	)

Balance, February 29, 2020	$	4,828,956		$	851,533		$	5,680,489

The following table presents costs incurred for exploration and evaluation activities for the nine months ended February 29, 2020:

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

Exploration costs:
Assay	$	346,438	$	162,243	$	-		$	508,681
Asset retirement obligations		13,913		753		-			14,666
Drilling		739,660		28,595		-			768,255
Equipment rental		41,868		1,190,625		-			1,232,493
Field costs		188,477		313,622		-			502,099
Geological/ Geophysical		363,521		436,604		-			800,125
Land maintenance & tenure		390,412		115,985		-			506,397
Permits		6,769		56,733		-			63,502
Studies		234,934		325,417		-			560,351
Travel		50,934		80,326		-			131,260

		2,376,926		2,710,903		-			5,087,829
Cost recovery		-		-		(318,537	)		(318,537	)

Total expenditures (recovery) for the period	$	2,376,926	$	2,710,903	$	(318,537	)	$	4,769,292

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

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

Exploration costs:
Assay $ 2,990 $ 439,889 $ 442,879
Drilling 1,239 1,438,354 1,439,593
Equipment rental — 49,655 49,655
Field costs 356 187,757 188,113
Geological/ Geophysical 28,362 483,319 511,681
Land maintenance & tenure 337,178 258,274 595,452
Permits 7,546 90,907 98,453
Studies 85,578 719,095 804,673
Travel 3,731 83,961 87,692

Total expenditures for the period $ 466,980 $ 3,751,211 $ 4,218,191

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

	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	$	2,990	$	439,889	$	442,879
Drilling		(3,265	)		1,423,671		1,420,406		1,239		1,438,354		1,439,593
Equipment rental		15,698			65,678		81,376		-		49,655		49,655
Field costs		32,121			236,373		268,494		356		187,757		188,113
Geological/ Geophysical		66,473			456,948		523,421		28,362		483,319		511,681
Land maintenance & tenure		267,977			125,699		393,676		337,178		258,274		595,452
Permits		6,395			92,254		98,649		7,546		90,907		98,453
Studies		473,213			115,415		588,628		85,578		719,095		804,673
Travel		10,243			69,537		79,780		3,731		83,961		87,692

Total expenditures for the period	$	913,003		$	3,162,381	$	4,075,384	$	466,980	$	3,751,211	$	4,218,191

North Bullfrog Project, Nevada

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

(i)

Interests acquired from Redstar Gold Corp.

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:

~~(1)~~○

Pursuant to a mining lease and option to purchase agreement made effective October 27, 2008 between Redstar and an arm’s length limited liability company, Redstar has leased (and has the option to purchase) twelve patented mining claims referred to as the “Connection” property. The ten-year, renewable mining lease requires advance minimum royalty payments (recoupable from production royalties, but not applicable to the purchase price if the option to purchase is exercised) of39,800 USD ~~10,800 (paid) on signing and annual payments~~

○

17,700 USD (adjusted annually for the first three anniversaries of USD 10,800 (paid) and USD 16,200 for every year thereafter (paid to October 27, 2018). Redstar has an option to purchase the property (subject to the net smelter return (“NSR”) royalty below) for USD 1,000,000 at any time during the life of the lease. Production is subjectinflation)

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:

○

a 4% NSR royalty, which may be purchased by the ~~lessee~~Company for USD 1,250,000 per 1% (USD 5,000,000 for the entire royalty).

~~(2)~~○

Pursuant to a mining lease made and entered into as of May 8, 2006 between Redstar and two arm’s length individuals, Redstar has leased three patented mining claims which form part of the North Bullfrog project holdings. The lease is for an initial term of ten years, and for so long thereafter as mining activities continue on the claims or contiguous claims held by the lessee. The lessee is required to pay advance minimum royalty payments (recoupable from production royalties) of USD 4,000 on execution, USD 3,500 on each of May 8, 2007, 2008 and 2009 (paid), USD 4,500 on May 8, 2010 and each anniversary thereafter, adjusted for inflation (paid to May 8, 2018). The lessor is entitled to receive a 2% NSR royalty on all production, which may be purchased by the ~~lessee~~Company for USD 1,000,000 per 1% (USD 2,000,000 for the entire royalty).

○

a 3% NSR royalty on all production, which may be purchased by the Company for USD 850,000 per 1% (USD 2,550,000 for the entire royalty).

○

a 3% NSR royalty on all production which may be purchased by the Company for USD 770,000 per 1% (USD 2,310,000 for the entire royalty).

○

a 4% NSR royalty on all production, which may be purchased by the Company for USD 1,000,000 per 1% (USD 4,000,000 for the entire royalty).

○

a 2% NSR royalty on all production, which may be purchased by the Company for USD 1,000,000 per 1% (USD 2,000,000 for the entire royalty).

○

a 2% NSR royalty on all production, which may be purchased by the Company for USD 1,000,000 per 1% (USD 2,000,000 for the entire royalty).

~~(3)~~

Pursuant to a mining lease made and entered into as of May 8, 2006 between Redstar and an arm’s length private Nevada corporation, Redstar has leased two patented mining claims which form part of the North Bullfrog project holdings. The lease is for an initial term of ten years, and for so long thereafter as mining activities continue on the claims or contiguous claims held by the lessee. The lessee is required to pay advance minimum royalty payments (recoupable from production royalties) of USD 2,000 on execution, USD 2,000 on each of May 8, 2007, 2008 and 2009 (paid), USD 3,000 on May 8, 2010 and each anniversary thereafter, adjusted for inflation (paid to May 8, 2018). The lessor is entitled to receive a 3% NSR royalty on all production, which may be purchased by the lessee for USD 850,000 per 1% (USD 2,550,000 for the entire royalty). On May 29, 2014, the parties signed a First Amendment Agreement whereby the lease is amended to provide that in addition to the advance minimum royalty payments payable in respect of the original claims, the lessee will now pay to the lessor advance minimum royalty payments in respect of the Yellow Rose claims of USD 2,400 on execution, USD 2,400 on each of May 29, 2015, 2016 and 2017 (paid), USD 3,600 on May 29, 2018 and each anniversary thereafter (paid to May 29, 2018). The lessor is entitled to receive a 3% NSR royalty on all production from the Yellow Rose claims, which may be purchased by the lessee for USD 770,000 per 1% (USD 2,310,000 for the entire royalty).

The various NSR royalties above relate only to the property covered by each specific lease and are not cumulative.

~~(4)~~

Pursuant to a mining lease made and entered into as of May 16, 2006 between Redstar and an arm’s length individual, Redstar has leased twelve patented mineral claims which form part of the North Bullfrog project holdings. The lease is for an initial term of ten years, and for so long thereafter as mining activities continue on the claims or contiguous claims held by the lessee. The lessee is required to pay advance minimum royalty payments (recoupable from production royalties) of USD 20,500 on execution and USD 20,000 on each anniversary thereafter (paid to May 16, 2018). The lessor is entitled to receive a 4% NSR royalty on all production, which may be purchased by the lessee for USD 1,000,000 per 1% (USD 4,000,000 for the entire royalty).

~~(5)~~

Pursuant to a mining lease made and entered into as of May 22, 2006 between Redstar and an arm’s length individual, Redstar has leased three patented mineral claims which form part of the North Bullfrog project holdings. The lease is for an initial term of ten years, and for so long thereafter as mining activities continue on the claims or contiguous claims held by the lessee. The lessee is required to pay advance minimum royalty payments (recoupable from production royalties) of USD 8,000 on execution, USD 4,800 on each of May 22, 2007, 2008 and 2009 (paid), USD 7,200 on May 22, 2010 and each anniversary thereafter, adjusted for inflation (paid to May 22, 2018). The lessor is entitled to receive a 2% NSR royalty on all production, which may be purchased by the lessee for USD 1,000,000 per 1% (USD 2,000,000 for the entire royalty).

~~(6)~~

Pursuant to a mining lease made and entered into as of June 16, 2006 between Redstar and an arm’s length individual, Redstar has leased one patented mineral claims which form part of the North Bullfrog project holdings. The lease is for an initial term of ten years, and for so long thereafter as mining activities continue on the claims or contiguous claims held by the lessee. The lessee is required to pay advance minimum royalty payments (recoupable from production royalties) of USD 2,000 on execution, USD 2,000 on each of June 16, 2007, 2008 and 2009 (paid), USD 3,000 on June 16, 2010 and each anniversary thereafter, adjusted for inflation (paid to June 16, 2018). The lessor is entitled to receive a 2% NSR royalty on all production, which may be purchased by the lessee for USD 1,000,000 per 1% (USD 2,000,000 for the entire royalty).

AsThe Company has an option to purchase a ~~consequence~~property related to twelve patented mining claims for USD 1,000,000 at any time during the life of the ~~acquisition~~lease (subject to the net smelter return (“NSR”) royalty of ~~Redstar and Redstar US’s interest in~~4% which may be purchased by the ~~foregoing leases, Corvus Nevada is now~~Company for USD 1,250,000 per 1% (USD 5,000,000 for the ~~lessee under all of such leases.~~entire royalty)).

(ii)

Interests acquired directly by Corvus Nevada

(1)

Pursuant to a mining lease and option to purchase agreement made effective December 1, 2007 between Corvus Nevada and a group of arm’s length limited partnerships, Corvus Nevada has leased (and has the option to purchase) patented mining claims referred to as the “Mayflower” claims which form part of the North Bullfrog project. The terms of the lease/option are as follows:

°○

Terms: Initial term of five years, commencing December 1, 2007, with the option to extend the lease for an additional five years. The lease will continue for as long thereafter as the property is in commercial production or, alternatively, for an additional three years if Corvus Nevada makes advance minimum royalty payments of USD 100,000 per year (which are recoupable against actual production royalties). Pursuant to an extension agreement dated January 15, 2016 and fully executed and effective as of November 22, 2017, the parties agreed to extend the lease and option granted for an additional ten years with the same lease payment terms.

°○

Lease Payments: USD 5,000 (paid) and 25,000 common shares of ITH (delivered) following regulatory acceptance of the transaction; and an additional USD 5,000 and 20,000 common shares on each of the first through fourth lease anniversaries (paid and issued). Pursuant to an agreement with the lessors, in lieu of the 20,000 ITH common shares due December 1, 2010, Corvus Nevada ~~paid USD 108,750 on November 10, 2010 and delivered 46,250 common shares of the Company on December 2, 2010. If Corvus Nevada elects to extend the lease for a second five-year term, it~~ will pay USD 10,000 and deliver 50,000 common shares of ITH upon election being made, and an additional 50,000 common shares of ITH on each of the fifth through ninth anniversaries (USD 10,000 paid on October 31, 2012 and 50,000 common shares of ITH delivered on October 25, 2012 paid with cash of $126,924; USD 10,000 paid on November 13, 2013 and 50,000 common shares of ITH delivered on November 25, 2013 paid with cash of $35,871; USD 10,000 paid on November 17, 2014 and 50,000 common shares of ITH delivered on November 7, 2014 paid with cash of $21,200; USD 10,000 paid on November 23, 2015 and 50,000 common shares of ITH delivered on November 5, 2015 paid with cash of $19,237; USD 10,000 paid on November 17, 2016 and 50,000 common shares of ITH, purchased for $53,447 in the market by the Company, were delivered on November 10, 2016; USD 10,000 paid on November 22, 2017 and 50,000 common shares of ITH, purchased for $25,655 in the market by the Company, were delivered on November 30, 2017; and USD 10,000 paid on November 15, 2018 and 50,000 common shares of ITH, purchased for $34,116 in the market by the Company, were delivered on November 6, 2018).annually.

°○

Anti-Dilution: Pursuant to an amended agreement agreed to by the lessors in March 2015, the Company, ~~shall deliver a total of 85,000 common shares (issued) of the Company for the years 2011 to 2014 (2011: 10,000 common shares; 2012 to 2014: 25,000 common shares each year). All~~all future payments will be satisfied by the delivery of an additional ½ common shares of the Company for each of the ITH common shares due per the original agreement ~~(issued 25,000~~(25,000 common shares of the ~~Company on November 18, 2015; 25,000 shares of the Company on November 18, 2016; 25,000 shares of the Company on November 30, 2017 and 25,000 shares of the Company on November 26, 2018).~~Company) annually.

°○

Work Commitments: USD 100,000 per year for the first three years (incurred), USD 200,000 per year for the years four to six (incurred), USD 300,000 for the years seven to ten (incurred) and USD 300,000 for the years 11 – 20 (incurred). Excess expenditures in any year may be carried forward. If Corvus Nevada does not incur the required expenditures in year one, the deficiency is required to be paid to the lessors.

°○

Retained Royalty: Corvus Nevada will pay the lessors a NSR royalty of 2% if the average gold price is USD 400 per ounce or less, 3% ~~NSR~~ if the average gold price is between USD 401 and USD 500 per ounce and 4% ~~NSR~~ if the average gold price is greater than USD 500 per ounce.

(2)

Pursuant to a mining lease and option to purchase made effective March 1, 2011 between Corvus Nevada and an arm’s length individual, Corvus Nevada has leased, and has the option to purchase, two patented mineral claims which form part of the North Bullfrog project holdings. The lease is for an initial term of ten years, subject to extension for an additional ten years (provided advance minimum royalties are timely paid), and for so long thereafter as mining activities continue on the claims. The lessee is required to pay advance minimum royalty payments (recoupable from production royalties, but not applicable to the purchase price if the option to purchase is exercised) of USD ~~20,000 on execution (paid), USD 25,000 on each of March 1, 2012 (paid), 2013 (paid) and 2014 (paid), USD~~ 30,000 ~~on March 1, 2015 and each anniversary thereafter~~ (paid to March 1, ~~2019)~~2020), adjusted for inflation. The lessor is entitled to receive a 2% NSR royalty on all production. The lessee may purchase the NSR royalty for USD 1,000,000 per 1%. If the lessee purchases the entire NSR royalty (USD 2,000,000) the lessee will also acquire all interest of the lessor in the subject property.

(3)

Pursuant to a purchase agreement made effective March 28, 2013, Corvus Nevada agreed to purchase the surface rights of five patented mining claims owned by two arm’s length individuals for USD 160,000 paid on closing (March 28, 2013). The terms include payment by Corvus Nevada of a fee of USD 0.02 per ton of overburden to be stored on the property, subject to payment for a minimum of 12 million short tons. The minimum tonnage fee (USD 240,000) bears interest at 4.77% per annum from closing and is evidenced by a promissory note due on the sooner of the commencing of use of the property for waste materials storage or December 31, 2015 (balance paid December 17, 2015). As a result, the Company recorded $406,240 (USD 400,000) in acquisition costs with $157,408 paid in cash and the remaining $248,832 (USD 240,000) in promissory note payable during the year ended May 31, 2013.

(4)

In December 2013, SoN completed the purchase of a parcel of land approximately 30 kilometres north of the North Bullfrog project which carries with it 1,600 acre feet of irrigation water rights. The cost of the land and associated water rights was cash payment of $1,100,118 (USD 1,034,626).

(5)

On March 30, 2015, Lunar Landing, LLC signed a lease agreement with Corvus Nevada to lease private property containing the three patented Sunflower claims to Corvus Nevada, which are adjacent to the Yellow Rose claims leased in 2014. The term of the lease is three years with provision to extend the lease for an additional seven years, and an advance minimum royalty payment of USD 5,000 per year with USD 5,000 paid upon signing (paid to March ~~2019)~~2020). The lease includes a 4% NSR royalty on production, with an option to purchase the royalty for USD 500,000 per 1% or USD 2,000,000 for the entire 4% ~~NSR~~ royalty. The lease also includes the option to purchase the property for USD 300,000.

Mother Lode Property, Nevada

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.

Alaskan Royalty Interest, Alaska

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 general terms of the Alaskan royalty package sale include:

Chisna project 1% NSR

LMS project 3% NSR

Goodpaster District 1% NSR

West Pogo project 2% NSR. The Company has retained a 1% NSR in the West Pogo project which is immediately west of the operating Pogo mine in the Goodpaster District of Alaska.

Acquisitions

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.

Environmental Expenditures

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~~$423,799 (USD ~~284,000)~~315,000) (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.

5.	SHARE CAPITAL

Authorized

Unlimited common shares without par value.

Share issuances

During the nine-month period ended February ~~28, 2019:~~29, 2020:

On June ~~7, 2018,~~5, 2019, the Company closed a 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. In connection with the financing, the Company paid an additional $7,701 in share issuance costs.

On August 19, 2019, the Company closed a 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. The~~$1,300,000. In connection with the financing, the Company paid an additional ~~$14,605~~$8,927 in share issuance costs.

b)c)

On ~~November 26, 2018,~~October 10, 2019, the Company closed a public bought deal equity financing and issued 11,500,000 common shares at a price of $2.00 per common share for gross proceeds of $23,000,000. In connection with the financing, the Company paid an additional $1,998,025 in share issuance costs.

On October 18, 2019, the Company issued 25,000 common shares in connection with the lease on the Mayflower property (note 4a)(ii)(1)), with a fair value of ~~$59,500. The Company paid $6,212 in share issuance costs.~~

~~In November 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 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. The Company paid an additional $10,242 in share issuance costs.$48,750.

Stock options

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)~~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, 2019,~~29, 2020, and May 31, ~~2018,~~2019, and changes during the periods are presented below:

	Nine months ended February 28, 2019						Year ended May 31, 2018						Nine months ended February 29, 2020				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			2,345,000		2.13		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			12,345,000	$	1.54		10,000,000		$	1.40

The weighted average remaining contractual life of options outstanding at February ~~28, 2019~~29, 2020 was ~~3.27~~2.90 years (May 31, ~~2018 - 1.74~~2019 – 3.25 years).

Stock options outstanding are as follows:

	February 28, 2019						May 31, 2018						February 29, 2020						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
October 11, 2022													$	2.00		20,000		6,661	$	-		-		-
November 19, 2023	$	2.06		4,520,000		—	$	—		—		—	$	2.06		4,420,000		1,471,860	$	2.06		4,420,000		-
April 9, 2024													$	2.04		400,000		-	$	2.04		400,000		-
June 13, 2024													$	2.18		1,115,000		-	$	-		-		-
February 3, 2025													$	2.09		1,210,000		-	$	-		-		-

				10,315,000		4,567,720				9,861,900		7,659,510				12,345,000		6,043,961				10,000,000		3,952,720

*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 (2018~~$2,974,411 (2019 - ~~$951,067)~~$6,939,946), determined using the Black-Scholes option pricing model based on the following weighted average assumptions:

For the nine months ended Feburary 28,	2019			2018
For the period ended							February 29, 2020			February 28, 2019

Risk-free interest rate		2.28	%		1.65	%		1.32	%		2.28	%
Expected life of options (in years)		5			5			4.98			5
Annualized volatility		73.69	%		79.14	%		72.09	%		73.69	%
Dividend yield		0	%		0	%		0	%		0	%
Exercise price	$	2.06		$	0.77		$	2.13		$	2.06

Fair value per share	$	1.54		$	0.52		$	1.27		$	1.54

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:

For the nine months ended Feburary 28,	2019		2018
For the nine months ended					February 29, 2020		February 28, 2019

Consulting fees	$	423,134	$	231,065	$	1,146,231	$	423,134
Exploration expenditures - Geological/geophysical		85,090		41,166
Exploration expenditures – Geological/geophysical						210,228		85,090
Investor relations		130,676		69,817		336,122		130,676
Professional fees		7,533		5,511		18,534		7,533
Wages and benefits		315,715		161,306		734,582		315,715

	$	962,148	$	508,865	$	2,445,697	$	962,148

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 months ended February ~~28, 2019,~~29, 2020, 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 Modernization 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.

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:

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:

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.

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:

On ~~December 20, 2018,~~October 10, 2019, the Company announced the completion of a ~~$2,080,000 non-brokered private placement,~~$23,000,000 public bought deal financing, where the Company issued ~~800,000~~11,500,000 common shares at a price of ~~$2.60~~$2.00 per common share (the “Offering”). No warrants were issued in relation to this financing. The Offering was arranged by the sole underwriter, BMO Capital Markets. AngloGold Ashanti (USA) Inc. participated in the Offering on a ~~key strategic shareholder. Proceeds~~pro-rata basis to maintain ownership of 19.9 percent of the ~~financing is expected~~issued and outstanding shares of Corvus. The net proceeds to ~~fund an expanded exploration program at both~~ the ~~MLP~~Company from the Offering was $21,020,000 after deducting the underwriter’s fee in the amount of $1,380,000, and ~~NBP.~~the estimated expenses of the Offering of $600,000, which was paid out of the proceeds of the Offering. See “Use of Proceeds” below for a discussion of the use of proceeds from the Offering.

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~~12,707 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, 4, 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 65 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.

During 2019, two core tail holes were drilled at NBP and casing was installed to allow deepening of the holes by core drilling. In mid-February 2020, a core drill operated by Timberline Drilling was moved onto the Spicerite Target in the SE corner of the NBP claims and hole NB-19-489CT was cored a total of 241 m.

The core rig was then moved to a location at the YellowJacket Zone to investigate geotechnical conditions in what would eventually form the east wall of an open pit mine at YellowJacket. Currently, 70 m of the projected total of 275 m has been completed.

~~On June 9, 2017, the Company acquired the MLP, whose location is shown~~Phase 4 drilling at Mother Lode was re-started on ~~the map in Figure 1, and which is located approximately six kilometres east~~January 7^th 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) to the northwest of 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 connect2020 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 expanded to the north in 2018, connecting to the southeast corner of NBP (Figure 1). 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 II of the MLP drilling program began in early January 2018 with a single RC drilling rig completing ~~an additional 43~~17 holes for ~~13,386 metres. Phase III~~3,556 m. At the same time, a core drilling ~~began in late July 2018, with an additional 35~~rig was moved on to the first of three core tail holes ~~and 13,000~~to deepen the holes below the cased depth. A total of 710 m of ~~drilling completed to~~HQ core had been produced by the end of ~~February 2019.~~

~~The~~this reporting period. Figure 2 shows the location of different 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 the4 drill holes ~~ML17-16 to ML18-78.~~and the core tail holes with assays pending at this time.

The RC drilling has indicated that the higher grade (+ 2 g/t) part of the Mother Lode system extends farther to the west than previously modeled. In addition, a new deep intrusive related gold zone was intersected below the main Mother Lode deposit, in Paleozoic carbonates. This new zone could represent leakage up-dip along the major central dike system. The main zone in the Mother Lode deposit has been infilled by drilling, and further results indicate a newly discovered, Central Intrusive Zone (“CIZ”), which is a higher grade, oxide zone below the main Mother Lode deposit. The CIZ is unconstrained at this time, and ~~locations for holes ML18-079 to ML18-95 and ML18-99 to ML18-103 were reported~~is illustrated in ~~NR 18-16 (October 2, 2018), NR 18-17 (October 17, 2018), NR 19-01 (January 10,~~the cross section shown in Figure 3. These results are discussed in NR19-9 (December 5, 2019), ~~NR 19-02~~NR20-01 (January ~~22, 2019)~~14, 2020) and ~~NR 19-03~~NR20-02 (January 20, 2020).

Figure 3 – Cross section along 4084380 showing the New Central Intrusive Zone (CIZ) at the Mother Lode Project

Initial results from the first core tail hole, ML19-125T, drilled into the North Deep target indicated positive results (NR20-3 (February ~~21, 2019). Drilling operations~~20, 2020)) with a zone of high gold grade, and higher silver grades. The mineralization is closely associated with a multiphase, intermediate intrusive system at ~~MLP were stopped in December~~depth. A second core tail hole, ML19-126-CT (NR20-03 (February 25, 2020)) has intersected a broad, dynamic breccia zone along the main intrusive trend which has localized higher temperature alteration above the main intrusive trend. Results are pending for the ~~holiday break, and were re-started on January 8, 2019. Up until the end~~remainder of ~~February 2019, the Company completed 10 additional RC holes for 3,828 metres.~~these core holes.

~~Preliminary metallurgical test work, performed on drill samples, were reported~~Metallurgical testing to assess the potential to process YellowJacket vein and vein stockwork mineralization along with Sierra Blanca disseminated mineralization in a heap leach facility at North Bullfrog was initiated in the ~~Technical Report.~~reporting period. A bulk sample of Sierra Blanca disseminated mineralization was collected and crushed to 100% -100 mm. Samples of YellowJacket vein and vein stockwork mineralization were crushed and ground to create a gravity gold concentrate and gravity tail product for blending into a heap leach. Three types of 305 mm diameter column leach test are planned at blends of gravity tail mineralization and disseminated mineralization containing 0% gravity tails, 15% gravity tails and 25% gravity tails. Two columns containing 0% gravity tails have been leaching for 70 days.

Grind size testing of gravity recovered gold followed by cyanide leaching of the gravity tail material has been performed at 28, 48, 65 and 100 mesh to expand the gold liberation vs grind size curve. The tests have indicated near 85% gold recovery at relatively coarse grind sizes of 48 and 65 mesh. The testing ~~included scoping level~~indicates simple vacuum filtration will remove enough process water from the tail material to allow it to be blended into the heap leach mineralization without the need to agglomerate.

Sufficient vein and vein stockwork mineralization has been ground to 48 mesh to allow creation of two additional sets (two each) of 305 mm diameter leach tests columns containing 15% and 25% gravity tail material. Results from these column leach tests will be available in the next reporting period.

The net proceeds to the Company from the Offering was $21,020,000 after deducting the underwriter’s fee in the amount of $1,380,000, and the estimated expenses of the ~~concentrate, roasting~~Offering of $600,000, which was paid out of the ~~concentrate, atmospheric alkaline oxidation~~proceeds of the ~~concentrate and biologic oxidation~~Offering.

The net proceeds of the ~~concentrate. Gold recovery to concentrate was demonstrated~~Offering are anticipated to be ~~82-86%. Gold recovery from~~applied as set out below. There are no material changes to the ~~oxidized concentrate filtrates ranged between 85-96% with pressure oxidation producing~~anticipated use of proceeds as described in the ~~highest gold recovery. Biox amenability testing on concentrate samples confirmed~~prospectus relating to the ~~earlier work performed on Mother Lode sulphide samples by Rayrock Resources Inc., and indicated the potential for application to Mother Lode mineralization.~~Offering.

Further metallurgical test work has been designed to increase and maximize the recovey of gold to concentrate. A test program to maximize flotation gold recovery was developed during the reporting period, and further samples have been transmitted to the Resource Development Inc. of Wheatridge, CO for some scoping test work.

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~~expects to use the net proceeds over a ~~meteorological monitoring station~~period of approximately 20 months to accelerate resource expansion at both the MLP and NBP, by spending approximately $10,000,000 on drilling activities. This work includes approximately 12,000 m of core and ~~submitted~~30,000 m of RC drilling, taking place over approximately a 12 to 15 month period of time. In addition, the ~~report~~Company will spend approximately $2,300,000 on its ongoing “New Discovery” drilling program that is testing a series of high priority surface targets for ~~calendar Q4 2018~~the discovery of new ore deposits. This drilling program includes approximately 1,000 m of core and 6,000 m of RC drilling taking place over a period of approximately 12 to 15 months. The Company will also use the funding to advance the MLP and NBP processing and mining characterization to define an optimized development plan with approximately $1,500,000 of spending on advance metallurgical testing and design work for both the sulfide and oxide mineralization to more accurately define the process flow sheet and facility design criteria and approximately $600,000 on mining studies to further advance the overall project development design and financial requirements.

Working capital and general corporate expenditures cover costs over a period of approximately 20 months for land payments (approximately $1,000,000), personnel (approximately $2,800,000) and the office, general corporate, land and permitting operating expenses ($2,820,000).

Progress accounting of expenditures against the use of proceeds on a quarterly basis is listed as follows:

Expenditures correlate with progress and time for the budgeted amounts for the period October 1, 2019 – February 29, 2020. Corporate general and administration, land and permits expenditures were impacted by scheduled timing of expenditures and financial fees due to the ~~Nevada Division of Environmental Protection in February of 2019.~~

A quarterly pump test of the Sarcobatus water well was performed in December 2018 and in March 2019, and the production volumes reported to Nevada Division of Water Resources. An application was submitted to the State Engineer’s office for temporary transfer of the extraction point for the entire quantity of the Sarcobatus water to North Bullfrog. This was based on 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.~~

~~The Company received further comments on the Mother Lode EA document from BLM. Modifications of the previously submitted document are underway.~~

A review of the Mother Lode metallugical test results was performed as the basis of design fortesting program to maximize the gold recovery to concentrate. A testing program was designed and discussions were held with potential testing laboratories. The Company began a review of recent progress in nitric acid oxidation processes with potential for application at Mother Lode.

A video borehole log was generated in the historic 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).

~~The Company applied for conveyance of PW-2 and transfer of the point of extraction of ½ of the water in permit 52847 (MW-4) to PW-2. The Company plans to re-comnplete PW-2 in December 2019.~~offering.

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 NBP and 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 NBP and 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.

Nine months ended February ~~28, 2019~~29, 2020 Compared to Nine months ended February 28, ~~2018~~2019

For the nine months ended February ~~28, 2019,~~29, 2020, the Company had a net loss of ~~$7,995,922~~$10,025,301 compared to a net loss of ~~$7,113,643~~$7,995,922 in the comparative period of the prior year. Included in net loss was ~~$962,148 (2018~~$2,445,697 (2019 - ~~$508,865)~~$962,148) 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~~$2,029,379 in the nine month period of the current year was due to a combination of factors discussed below.

The ~~primary factor for the~~exploration expenditures increased to $4,769,292 (2019 - $4,218,191) mainly due to increase in exploration in the ~~net loss was~~current period as the ~~exploration expenditures~~Company secured financing in October 2019 and an increase in stock-based compensation charges of ~~$4,218,191 incurred in~~$210,228 during the current period compared to ~~$4,075,384~~$85,090 in the 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~~$1,400,180 (2019 - ~~$468,982)~~$663,884) mainly due to an increase in stock-based compensation charges of ~~$423,134~~$1,146,231 during the current period compared to ~~$231,065~~$423,134 in the comparative period of the prior year and an increase in consultant fees due to additional services provided in relation to the final prospectus filed in October 2019.

Depreciation expenses increased to $47,005 (2019 - $11,262) mainly due to depreciation of ROU assets after the adoption of Topic 842 – Leases.

Insurance expenses increased to $172,440 (2019 - $157,791) mainly due to an increase in the premium for the D&O policy during the current period compared to the comparative period of the prior year.

Investor relations expenses increased to ~~$1,002,840 (2018~~$1,309,806 (2019 - ~~$616,295)~~$1,002,840) mainly due to an increase in stock-based compensation charges of $336,122 during the current period compared to $130,676 in the comparative period of the prior year, an increase in advertising and marketing, and an increase in investor relations-related travels 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~~fees during the current period as compared 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~~$173,948 (2019 - ~~$86,311)~~$102,381) mainly due to an increase in ~~share prices which resulted in an increase~~the base and variable fee paid to the ~~reporting issuer participation fee~~TSX in the current period which ~~is calculated~~was based on ~~share prices.~~the Company’s market capitalization.

Rent expenses decreased to $17,612 (2019 - $55,521) mainly due to the adoption of Topic 842 – Leases. Rent was classified as lease payment which was applied to lease liabilities and interest expenses.

Travel expenses increased to ~~$188,339 (2018~~$224,065 (2019 - ~~$163,960)~~$188,339) mainly due to more ~~property tours conducted during the current period.~~attendances in conference to secure additional financing.

Wages and benefits increased to ~~$1,335,653 (2018~~$1,756,541 (2019 - ~~$1,033,069)~~$1,335,653) mainly due to an increase in stock-based compensation charges of ~~$315,715~~$734,582 during the current period compared to ~~$161,306~~$315,715 in the comparative period of the prior year, and an increase of ~~$148,175~~$43,414 in wages and ~~benefits~~benefits. This increase was offset by a decrease of $41,393 in employee expenses due to expenses associated with stock option exercises in the ~~current~~comparative period ~~mainly as a result of increase in wages to the CEO~~ of the ~~Company and increase in employee expenses.~~prior year.

Other expense categories that reflected only moderate changes period over period were administration expenses of ~~$323 (2018~~$322 (2019 - ~~$316)~~$323), ~~depreciation~~professional fees of $269,942 (2019 - $267,401), and office expenses of ~~$11,262 (2018~~$92,140 (2019 - ~~$13,477), and insurance expenses of $157,791 (2018 - $147,279)~~$85,934).

Other items amounted to an income of ~~$93,598~~$207,992 compared to ~~a loss~~an income of ~~$126,214~~$$93,598 in the ~~comparative~~prior period ~~of the prior year.~~ There was ~~an increase~~a decrease in foreign exchange gain to ~~$38,657 (2018 - loss of $138,781),~~$26,436 (2019 –$38,657) which is the result of factors outside of the Company’s control and an increase in interest income to ~~$54,941 (2018~~$181,556 (2019 - ~~$12,567)~~$54,941) as a result of more investment in cashable GIC’s as a result of proceeds from the ~~June 2018~~October 2019 financing during the current period.

Three months ended February ~~28, 2019~~29, 2020 Compared to Three months ended February 28, ~~2018~~2019

For the three months ended February ~~28, 2019,~~29, 2020, the Company had a net loss of ~~$2,886,696~~$3,642,976 compared to a net loss of ~~$2,931,596~~$2,886,696 in the comparative period of the prior year. Included in net loss was ~~$652,779 (2018~~$843,803 (2019 - ~~$160,795)~~$652,779) in stock-based compensation charges which is a result of stock options granted during the period and previously granted stock options which vested during the period. Stock-based compensation in the current period comprised of stock options granted on July 31, 2017, November 19, 2018, April 9, 2019, June 13, 2019, October 11, 2019 and February 3, 2020 which vested during the period. The ~~decrease~~prior period comparative had stock-based compensation arising from stock options granted on July 31, 2017 and November 19, 2018 which vested during the comparative period of the prior year. The increase in loss of ~~$44,900~~$756,280 in the three month period of the current year was due to a combination of factors discussed below.

The ~~primary factor for the decrease~~exploration expenditures increased to $2,174,346 (2019 - $1,071,392) mainly due to increase in exploration in the ~~net loss was~~current period as the ~~exploration expenditures~~Company secured further financing in October 2019 and an increase in stock-based compensation charges of ~~$1,071,392 incurred in~~$73,210 during the current period compared to ~~$1,623,436~~$57,429 in the comparative period of the prior year. The exploration activities of the Company decreased mainly due to a decrease of $552,044 incurred in the exploration in the current period compared with the comparative period of the prior year as the Company decreased exploration activities in the current period until further financing can be secured.

Consulting fees increased to ~~$393,195 (2018~~$465,021 (2019 - ~~$183,224)~~$393,195) mainly due to an increase in stock-based compensation charges of ~~$282,945~~$395,391 during the current period compared to ~~$73,807~~$282,945 in the comparative period of the prior year and an increase in directors’ fees. This increase was offset by a decrease in consultant fees.

Depreciation expenses increased to $19,258 (2019 - $3,787) mainly due to depreciation of ROU assets after the adoption of Topic 842 – Leases.

Investor relations expenses increased to $405,756 (2019 - $315,115) mainly due to an increase in stock-based compensation charges of $118,468 during the current period compared to $88,570 in the comparative period of the prior year, an increase in advertising and marketing, and an increase in investor relations-related travels during the current period compared to the comparative period of the prior year.

~~Investor relations~~Office expenses increased to ~~$315,115 (2018~~$38,820 (2019 - ~~$226,370)~~$25,679) mainly due to ~~an increase~~the computer hardware and software acquisition in advertising and marketing during the current period as part of the Company’s efforts to secure additional financing and financial advisory fees and an increase in stock-based compensation charges of $88,570 during the current period compared to ~~$22,045 in the comparative period of the prior year.~~

Professional fees increased to $109,969 (2018 - $94,610) mainly due to the professional fees incurred for updating the tax model for the Technical Report and the adjustment of prior years’ audit overaccrual, and an increase in stock-based compensation charges of $4,533 during the current period compared to $1,779 in the comparative period of the prior year.

Regulatory expenses ~~decreased~~increased to ~~$32,930 (2018~~$60,989 (2019 - ~~$47,778)~~$32,930) mainly due to an increase in the base and variable fee paid to the TSX in the current period which was based on the Company’s market capitalization.

Rent expenses decreased to $1,706 (2019 - $18,835) mainly due to the adoption of Topic 842 – Leases. Rent was classified as lease payment which was applied to lease liabilities and interest expenses.

Wages and benefits decreased to $475,314 (2019 - $788,617) mainly due to an increase in stock-based compensation charges of $250,203 during the current period compared to $219,302 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~~ This increase was offset by a decrease of ~~$47,593~~$330,890 in wages and benefits in the current period ~~mainly~~ as the 2020 bonus was paid in the second quarter of the current year whereas the 2019 bonus was paid in the third quarter of the prior year, and a ~~result~~decrease of ~~increase~~$13,314 in ~~wages and~~ employee expenses ~~and an increase in stock-based compensation charges of $219,302 during the current period compared~~due to ~~$49,177~~expenses associated with stock option exercises in the comparative period of the prior year.

Other expense categories that reflected only moderate change period over period were administration expenses of $108 ~~(2018~~(2019 - ~~$105), depreciation expenses of $3,787 (2018 - $4,468)~~$108), insurance expenses of ~~$55,565 (2018~~$62,284 (2019 - ~~$49,151)~~$55,565), ~~office~~professional fees of $119,325 (2019 - $109,969), and travel expenses of ~~$25,679 (2018~~$55,469 (2019 - ~~$30,453), and rent of $18,835 (2018 - $17,241)~~$50,364).

Other items amounted to ~~a loss~~an income of ~~$21,140~~$235,420 compared to a loss of ~~$52,439~~$21,140 in the ~~comparative period of the~~ prior ~~year.~~period. There was ~~a decrease~~an increase in foreign exchange gain of $131,822 (2019 - loss ~~to $47,477 (2018 - $58,884)~~of $47,477), which iswas the result of factors outside of the Company’s control and an increase in interest income ~~to $26,337 (2018~~of $103,598 (2019 - ~~$6,445)~~$26,337) as a result of more investment in cashable GIC’s during the current ~~period.~~period net of interest expenses.

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 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~~$19,632,352 as at February ~~28, 2019~~29, 2020 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~~$7,651,786 used for operating activities, $35,433 used for lease liabilities payments, and ~~$10,002,867~~$23,185,347 received from the private ~~placement~~placements of common shares in June ~~2018~~2019 and ~~December 2018~~August 2019 and a public bought deal equity financing in October 2019 (net of share issue costs) ~~and exercise of stock options~~ during the period ended February ~~28, 2019.~~29, 2020.

As at February ~~28, 2019,~~29, 2020, the Company had working capital of ~~$5,514,929~~$19,784,100 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. On October 10, 2019, the Company closed a public bought deal equity financing and issued 11,500,000 common shares at a price of $2.00 per common share for gross proceeds of $23,000,000.

The Company expects that it will operate at a loss for the foreseeable future and believes the current cash and cash equivalents will be sufficient for it to maintain its currently held properties, and fund its currently anticipated general and administrative costs until ~~July 31, 2020.~~May 2021. Following ~~July 31, 2020,~~May 2021, 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.~~2022. The Company’s current anticipated operating expenses are ~~$640,000~~$3,670,000 until May 31, ~~2019~~2020 and ~~$2,980,000~~$15,040,000 until ~~February 29, 2020.~~May 31, 2021. The Company’s anticipated monthly burn rate averages approximately ~~$213,000~~$1,223,000 for March ~~2019~~2020 to May ~~2019,~~2020, where approximately ~~$185,000~~$347,000 is budgeted for administrative purposes and approximately ~~$28,000~~$876,000 is for planned exploration expenditures and holding costs for the NBP and the MLP. From March ~~2019~~2020 to ~~February 2020,~~May 2021, the Company’s anticipated monthly burn rate averages approximately ~~$248,000,~~$1,003,000, of which ~~$206,000~~$277,000 is budgeted for administrative purposes and approximately ~~$42,000~~$726,000 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 ~~2020~~2021 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.

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”.

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~~will 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:

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.

As of February ~~28, 2019~~29, 2020 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, 2019,~~29, 2020, 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.

There were no changes in internal control over financial reporting during the period ended February ~~28, 2019~~29, 2020 that have materially, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~There have been no material changes from~~Except for the below risk factors, which update those previously set forth in our Annual Report on Form 10-K as filed with the SEC on August ~~28, 2018~~8, 2019, there have been no material changes from the risk factors set forth in such Annual Report.

The outbreak of the corona virus pandemic may impact the Company’s plans and activities

The Company’s exploration and development activities may be affected by existing or threatened medical pandemics, such as the novel coronavirus (COVID-19). A government may impose strict emergency measures in response to the threat or existence of an infectious disease, such as the emergency measures imposed by governments of many countries and states in response to the COVID-19 virus pandemic. As such, there are potentially significant economic and social impacts of infectious diseases, including but not limited to the inability of the Company to develop and operate as intended, shortage of skilled employees or labour unrest, in ability to access sufficient healthcare, significant social upheavals or unrest, disruption to operations, supply chain shortages or delays, travel and trade restrictions, government or regulatory actions or inactions (including but not limited to, changes in taxation or policies, or delays in permitting or approvals, or mandated shut downs), declines in the price of precious metals, capital markets volatility, availability of credit, loss of investor confidence and impact on economic activity in affected countries or regions. In addition, such pandemics or diseases represent a serious threat to maintaining a skilled workforce in the mining industry and could be a major health-care challenge for the Company. There can be no assurance that the Company or the Company’s personnel will not be impacted by these pandemic diseases and the Company may ultimately see its workforce productivity reduced or incur increased medical costs/insurance premiums as a result of these health risks. COVID-19 is rapidly evolving and the effects on the mining industry and the Company are uncertain. The Company may not be able to accurately predict the impact of infectious disease, including COVID-19, or the quantum of such risks. There can be no assurance that the Company will not be impacted by adverse consequences that may be brought about by pandemics on global financial markets , which may reduce resources, share prices and financial liquidity and may severely limit the financing capital available to the Company.

The Company’s auditor has indicated in the Company’s audited annual financial statements that there is substantial doubt about the Company’s ability to continue as a going concern. The Company is in the preliminary stages of its planned operations and has not yet determined whether its processes and business plans are economically viable. The Company’s ability to determine if proven and probable mineral reserves exist at its properties, to continue exploration and if warranted, develop its existing properties and to identify and acquire additional properties to diversify its properties portfolio are dependent upon the ability of the Company to obtain sufficient financing, or alternatively, upon the Company’s ability to dispose of its interest on an advantageous basis, all of which are uncertain. Importantly, the inclusion in the Company’s financial statements of a going concern opinion may negatively impact the Company’s ability to raise future financing and achieve future revenue. If the Company is unable to obtain additional financing from outside sources and/or eventually generate enough revenues, the Company may be forced to sell a portion or all of the Company’s assets or, if applicable, curtail or discontinue its operations. If any of these events happens, a prospective investor could lose all or part of its investment. In addition, the Company’s financial statements do not include any adjustments to the Company’s recorded assets or liabilities that might be necessary if the Company becomes unable to continue as a going concern.

We will be required to expend significant funds to determine if proven and probable mineral reserves exist at our properties, to continue exploration and if warranted, develop our existing properties and to identify and acquire additional properties to diversify our properties portfolio. We have spent and will be required to continue to expend significant amounts of capital for drilling, geological and geochemical analysis, assaying and feasibility studies with regard to the results of our exploration. We may not benefit from some of these investments if we are unable to identify commercially exploitable mineralized material.

Our ability to obtain necessary funding for these purposes, in turn, depends upon a number of factors, including the status of the national and worldwide economy and the price of gold and silver. We may not be successful in obtaining the required financing or, if we can obtain such financing, such financing may not be on terms that are favorable to us. Failure to obtain such additional financing could result in delay or indefinite postponement of further mining operations or exploration and development and the possible partial or total loss of our potential interest in our ~~Registration Statement~~properties.

The Company is an exploration stage company and has not generated cash flow from operations. The Company is devoting significant resources to the development of its properties and to actively pursue exploration and development opportunities, however, there can be no assurance that it will generate positive cash flow from operations in the future. The Company expects to continue to incur negative consolidated operating cash flow and losses until such time as it achieves commercial production at a particular project. The Company currently has negative cash flow from operating activities.

The market price of the Company’s common shares could be subject to significant fluctuations due to various factors and events, including any regulatory or economic changes affecting the Company’s operations, variations in the Company’s operating results, developments in the Company’s business or its competitors, or changes in market sentiment towards the common shares. Investors should be aware that the value of the common shares may be volatile and investors may, on ~~Form S-3/A~~disposing of the common shares, realize less than their original investment or may lose their entire investment.

The Company’s operating results and prospects from time to time may be below the expectations of market analysts and investors. In addition, stock markets from time to time suffer significant price and volume fluctuations that affect the market price of the securities listed thereon and which may be unrelated to the Company’s operating performance. Any of these events could result in a decline in the market price of the common shares. The common shares may, therefore, not be suitable as ~~filed with~~a short-term investment. In addition, the ~~SEC on February 15, 2019.~~market price of the common shares may not reflect the underlying value of the Company’s net assets. The price at which the common shares will be traded and the price at which investors may realize their shares will be influenced by a large number of factors, some specific to the Company and its proposed operations, and some which may affect the business sectors in which the Company operates. Such factors could also include the performance of the Company’s operations, variations in operating results, announcements by the Company (i.e. disappointing results of exploratory drilling, the incurrence of environmental liabilities or other material developments), announcements of material developments by the Company’s competitors, involvement in litigation, large purchases or sales of the common shares, liquidity or the absence of liquidity in the common shares, limited trading volume, the prices of gold and other precious metals, legislative or regulatory changes relating to the business of the Company, the Company’s ability to raise additional funds, other material events and general financial market and economic conditions. In the event that the occurrence of any of these events causes the price of the common shares to decrease, investors may be forced to sell their shares at a loss.

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 the Company issued 800,000 common shares at a price of $2.60 per common share to a key strategic shareholder. The common shares were issued pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, based on the private nature of the transaction and the representations and warranties of shareholder made to the Company.

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 months period ended February ~~28, 2019~~29, 2020 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.

⁽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, 2019~~29, 2020 and May 31, ~~2018,~~2019, (ii) the Condensed Interim Consolidated Statements of Operations and Comprehensive Loss for the Nine Months ended February 29, 2020 and ~~Three Months ended~~ February 28, 2019, ~~and February 28, 2018,~~ (iii) the Condensed Interim Consolidated Statements of Cash Flows for the Nine Months Ended February ~~28, 2019~~29, 2020 and February 28, ~~2018,~~2019, (iv) the Condensed Interim Consolidated Statement of Changes in Equity for the Nine Months Ended February ~~28, 2019,~~29, 2020, (v) the Notes to the Condensed Interim Consolidated Financial Statements.

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.

☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February ~~28, 2019~~29, 2020
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)	(Zip code)

		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	2830
ITEM 4	CONTROLS AND PROCEDURES	2931

PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	3032
ITEM 1A	RISK FACTORS	3032
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3033
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	3033
ITEM 4	MINE SAFETY DISCLOSURES	3033
ITEM 5	OTHER INFORMATION	3033
ITEM 6	EXHIBITS	3134

SIGNATURES

	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

	February 29, 2020			May 31, 2019
	(Unaudited)
ASSETS

Current assets
Cash and cash equivalents	$	19,632,352		$	4,145,085
Accounts receivable		202,264			49,658
Prepaid expenses		447,448			354,971

Total current assets		20,282,064			4,549,714

Property and equipment		35,574			45,016
Right-of-use assets (note 3)		90,007			-
Capitalized acquisition costs (note 4)		5,680,489			5,619,005

Total assets	$	26,088,134		$	10,213,735

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities
Accounts payable and accrued liabilities (note 6)	$	497,964		$	345,632

Total current liabilities		497,964			345,632

Asset retirement obligations (note 4)		423,799			419,286
Lease liabilities (note 3)		92,514			-

Total liabilities		1,014,277			764,918

Shareholders’ equity
Share capital (note 5)		120,960,869			97,726,772
Contributed surplus (note 5)		13,913,450			11,467,753
Accumulated other comprehensive income - cumulative translation differences		1,352,770			1,382,223
Deficit accumulated during the exploration stage		(111,153,232	)		(101,127,931	)

Total shareholders’ equity		25,073,857			9,448,817

Total liabilities and shareholders’ equity	$	26,088,134		$	10,213,735

“Jeffrey Pontius”		Director

“Anton Drescher”		Director

	Three months ended February 28,						Nine months ended February 28,						Three months ended						Nine months ended
	2019			2018			2019			2018			February 29, 2020			February 28, 2019			February 29, 2020			February 28, 2019

Operating Expenses
Administration	$	108		$	105		$	323		$	316		$	108		$	108		$	322		$	323
Consulting fees (notes 5 and 6)		393,195			183,224			663,884			468,982			465,021			393,195			1,400,180			663,884
Depreciation (note 3)		3,787			4,468			11,262			13,477			19,258			3,787			47,005			11,262
Exploration expenditures (notes 4 and 5)		1,071,392			1,623,436			4,218,191			4,075,384			2,174,346			1,071,392			4,769,292			4,218,191
Insurance		55,565			49,151			157,791			147,279			62,284			55,565			172,440			157,791
Investor relations (notes 5 and 6)		315,115			226,370			1,002,840			616,295			405,756			315,115			1,309,806			1,002,840
Office and miscellaneous		25,679			30,453			85,934			108,437			38,820			25,679			92,140			85,934
Professional fees (note 5)		109,969			94,610			267,401			194,435			119,325			109,969			269,942			267,401
Regulatory		32,930			47,778			102,381			86,311			60,989			32,930			173,948			102,381
Rent		18,835			17,241			55,521			79,484			1,706			18,835			17,612			55,521
Travel		50,364			31,422			188,339			163,960			55,469			50,364			224,065			188,339
Wages and benefits (notes 5 and 6)		788,617			570,899			1,335,653			1,033,069			475,314			788,617			1,756,541			1,335,653

Total operating expenses		(2,865,556	)		(2,879,157	)		(8,089,520	)		(6,987,429	)		(3,878,396	)		(2,865,556	)		(10,233,293	)		(8,089,520	)

Other income (expense)
Interest income		26,337			6,445			54,941			12,567			103,598			26,337			181,556			54,941
Foreign exchange gain (loss)		(47,477	)		(58,884	)		38,657			(138,781	)		131,822			(47,477	)		26,436			38,657

Total other income (expense)		(21,140	)		(52,439	)		93,598			(126,214	)		235,420			(21,140	)		207,992			93,598

Net loss for the period		(2,886,696	)		(2,931,596	)		(7,995,922	)		(7,113,643	)		(3,642,976	)		(2,886,696	)		(10,025,301	)		(7,995,922	)

Other comprehensive income (loss)
Exchange difference on translating foreign operations		(41,777	)		(38,904	)		105,541			(287,646	)		61,492			(41,777	)		(29,453	)		105,541

Comprehensive loss for the period	$	(2,928,473	)	$	(2,970,500	)	$	(7,890,381	)	$	(7,401,289	)	$	(3,581,484	)	$	(2,928,473	)	$	(10,054,754	)	$	(7,890,381	)

Basic and diluted loss per share	$	(0.03	)	$	(0.03	)	$	(0.07	)	$	(0.07	)	$	(0.03	)	$	(0.03	)	$	(0.08	)	$	(0.07	)

Weighted average number of shares outstanding		110,678,956			103,961,579			107,735,881			100,301,808			123,987,845			110,678,956			118,325,527			107,735,881

	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	)		-		-			-		-			(10,025,301	)		(10,025,301	)
Shares issued for cash
Private placement		2,530,770		6,580,002			—			—		—			6,580,002			12,500,000		25,200,000			-		-			-			25,200,000
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			25,000		48,750			-		-			-			48,750
Other comprehensive income (loss)
Other comprehensive income
Exchange difference on translating foreign operations		—		—			—			105,541		—			105,541			-		-			-		(29,453	)		-			(29,453	)
Share issuance costs		—		(31,059	)		—			—		—			(31,059	)		-		(2,014,653	)		-		-			-			(2,014,653	)
Reclassification of contributed surplus on exercise of stock options		—		2,736,339			(2,736,339	)		—		—			—
Stock-based compensation		—		—			962,148			—		—			962,148			-		-			2,445,697		-			-			2,445,697

Balance, February 28, 2019		110,847,845	$	96,405,192		$	11,256,524		$	1,228,951	$	(98,265,848	)	$	10,624,819
Balance, February 29, 2020																		123,987,845	$	120,960,869		$	13,913,450	$	1,352,770		$	(111,153,232	)	$	25,073,857

	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

	Canada		United States		Total		Canada		United States		Total

February 28, 2019
February 29, 2020
Capitalized acquisition costs	$	—	$	5,436,745	$	5,436,745	$	-	$	5,680,489	$	5,680,489
Property and equipment	$	8,680	$	39,107	$	47,787	$	6,076	$	29,498	$	35,574
Right-of-use assets							$	70,339	$	19,668	$	90,007

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	)

	Country of Incorporation	Principal Activity	The Company’s effective interest for 2019			The Company’s effective interest for 2018			Country of Incorporation	Principal Activity	The Company’s effective interest for 2020	The Company’s effective interest for 2019

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

For the nine months ended February 28,	2019		2018
For the nine months ended					February 29, 2020		February 28, 2019

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	$	48,750	$	59,500
Reclassification of contributed surplus on exercise of stock options	$	2,736,339	$	123,302	$	-	$	2,736,339

Use of Net Proceeds		Amount
Exploration Expenditures at the North Bullfrog and Mother Lode Properties
Resource Expansion Drilling (42,000 m)	$	10,000,000
New Discovery Drilling (7,000 m)	$	2,300,000
Metallurgical Studies	$	1,500,000
Mining and Development Studies	$	600,000
Corporate general and administration, land and permits	$	6,620,000
TOTAL	$	21,020,000

Company Cost Center	Total Proceeds ($ M)		Expended ($ M) (October 1, 2019 – November 30, 2019)		Expended ($ M) (December 1, 2019 – February 29, 2020)		Cumulative Expenditure ($ M) (October 1, 2019 – February 29, 2020)
Exploration Expenditures at the North Bullfrog and Mother Lode Properties
Resource Expansion Drilling	$	10.00	$	0.73	$	0.92	$	1.66
New Discovery Drilling	$	2.30	$	0.00	$	0.48	$	0.49
Metallurgical Studies	$	1.50	$	0.03	$	0.24	$	0.28
Mining and Development Studies	$	0.60	$	0.01	$	0.11	$	0.12
Corporate general and administration, land & permits	$	6.60	$	1.46	$	1.30	$	2.76
TOTAL	$	21.02	$	2.23	$	3.05	$	5.31

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

By:	~~By:~~	/s/ Jeffrey Pontius Jeffrey Pontius Chief Executive Officer (Principal Executive Officer)
Date: April 6, 2020

			~~Jeffrey Pontius~~
By:		~~Chief Executive Officer~~
		~~(Principal Executive Officer)~~

	~~Date: April 2, 2019~~


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

	Date: April ~~2, 2019~~		6, 2020