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.
Presentation followed by a Q&A session.
Form of Proxy
Meeting Date: October 5, 2020
Time: 10 a.m., Vancouver Time
Access: https://web.lumiagm.com/481668070 (password: auryn2020)
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
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
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