Acquisition of Eastmain Resources and Spin Out of Peruvian Assets

Auryn is to acquire 100% of Eastmain with its advanced Quebec-based mineral projects. The acquisition will occur immediately following a spin out of Auryn’s Peruvian projects to Auryn shareholders and a concurrent financing. The transaction will create Fury Gold Mines Limited and two independent companies –one holding Sombrero and the other holding Curibaya and Huilacollo.

PresentationNews ReleaseFury Gold Mines

Webcast:

Presentation followed by a Q&A session.

Watch

Important Information:

Proxy Circular

Form of Proxy

Meeting Date: October 5, 2020
Time: 10 a.m., Vancouver Time
Access: https://web.lumiagm.com/481668070 (password: auryn2020)

FAQ:

Q: If I buy shares now, will I still receive SpinCo Shares?

A: Auryn plans to spin out its Peruvian projects to Auryn shareholders of record on the closing date of the Transactions,

currently scheduled for October 9, 2020.

Q: When can I expect to receive my SpinCo Shares?

A: Auryn plans for completion of the Reorganization Arrangement and Eastmain Acquisition by about

October 9, 2020. If you hold your Auryn Shares through an intermediary, then you are not required to take

any action and the SpinCo Shares will be delivered to your intermediary through the procedures in place for

such purposes between CDS & Co. or similar entities and such intermediaries. If you hold your Auryn

Shares through an intermediary, you should contact your intermediary if you have questions regarding this

process.

In the case of Registered Auryn Shareholders, you must complete the Letter of Transmittal which is being

sent to all registered Auryn Shareholders and send it to Computershare with your Auryn Share certificate. A

copy of the letter of Transmittal of Transmittal is being sent to all registered Auryn Shareholders. A copy

can be downloaded from the Auryn website dealing with the Reorganization Agreement and Eastmain

Acquisition https://www.aurynresources.com/acquisition-of-eastmain-resources-and-spin-out-of-peruvianassets/

Q: What are the Canadian income tax consequences of the Reorganization Arrangement?

A: Generally speaking if the aggregate Fair Market Value of the SpinCo Shares on the Effective Date does not

exceed the paid-up capital (as determined for the purposes of the Tax Act) of the Auryn Shares, then the

Reorganization Arrangement is not expected to trigger income tax for Canadian taxpayer shareholders of

Auryn who have sufficient adjusted cost base in their Auryn Shares to absorb the value of Spin Co shares

received pursuant to the Arrangement Agreement. Auryn has received an appraisal of the SpinCo Shares

which estimates their value at less than Auryn’s estimated paid-up capital. For a summary of certain

material Canadian income tax consequences of the Reorganization Arrangement, see “Certain Canadian

Federal Income Tax Considerations”. Such summary is not intended to be legal or tax advice to any

particular Auryn Securityholder. Auryn Securityholders

Q: What are the U.S. Federal income tax consequences of the Reorganization Arrangement?

A: Generally speaking the Reorganization Arrangement is expected to result in a taxable dividend subject to the

passive foreign investment company rules equal to the fair market value of the SpinCos which are

distributed to United States taxpayer shareholders of Auryn. For a summary of certain material U.S. federal

income tax consequences of the Reorganization Arrangement, see “Certain United States Federal Income

Tax Considerations”. U.S. Holders (as defined in “Certain United Stated Federal Income Tax

Considerations”) must consult with and rely upon their own tax advisors with respect to their particular

circumstances.

Acquisition & Spin Out

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