Fury Gold Mines Ltd 6-K/A, filed May 13, 2022
Fury Gold Mines Ltd (FURY)
About this 6-K/A
Fury Gold Mines Ltd filed this 6-K/A on May 13, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K /A
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May 2022
Commission File No. 001-38145
| Fury Gold Mines Limited |
| (Translation of registrant’s name into English) |
1630-1177 West Hastings Street, Vancouver, BC, V6E 2K3 Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ☐
Explanatory Note
The Registrant is furnishing this amended Form 6-K in order to include a revised Exhibit 99.2 – “Management’s Discussion and Analysis For the Three Months Ended March 31, 2022”. The Exhibit 99.2 included with the Company’s original Form 6-K dated May 12, 2022 inadvertently included two references to “Q1 2021 Highlights”. The revised Exhibit 99.2 has corrected these references to “Q2 2022 Highlights”. There were no other amendments to the Exhibit 99.2 and no financial figures have changed.
SUBMITTED HEREWITH
Exhibits
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| Condensed Interim Consolidated Financial Statements (Unaudited) For The Three Months Ended March 31, 2022 | |
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| Management’s Discussion And Analysis For The Three Months Ended March 31, 2022 | |
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| CEO certification of interim filings | |
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| CFO certification of interim filings |
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| Fury Gold Mines Limited |
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| Date: May 12, 2022 | By: | /s/ Lynsey Sherry |
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| Lynsey Sherry |
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| Chief Financial Officer |
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| 3 |
EXHIBIT 99.1
(An exploration company)
CONDENSED INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2022
| Fury Gold Mines Limited |
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| Condensed Interim Consolidated Statements of Financial Position | |||||
| (Expressed in thousands of Canadian dollars – Unaudited) | |||||
| At March 31 |
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| At December 31 |
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| Note |
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| 2022 |
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| 2021 | ||||
| Assets | ||||||||||||
| Current assets: | ||||||||||||
| Cash | $ | 4,998 | $ | 3,259 | ||||||||
| Marketable securities | 4 | 650 | 605 | |||||||||
| Accounts receivable | 265 | 322 | ||||||||||
| Prepaid expenses and deposits | 550 | 502 | ||||||||||
| 6,463 | 4,688 | |||||||||||
| Non-current assets: | ||||||||||||
| Restricted cash | 130 | 130 | ||||||||||
| Accounts receivable | - | 50 | ||||||||||
| Prepaid expenses and deposits | 198 | 266 | ||||||||||
| Property and equipment | 1,108 | 1,191 | ||||||||||
| Mineral interests | 5 | 143,872 | 160,693 | |||||||||
| Investment in associate | 6 | 59,990 | - | |||||||||
| 205,298 | 162,330 | |||||||||||
| Total assets | $ | 211,761 | $ | 167,018 | ||||||||
| Liabilities and Equity | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable and accrued liabilities | $ | 1,266 | $ | 1,888 | ||||||||
| Lease liability | 110 | 104 | ||||||||||
| Flow-through share premium liability | 7 | 2,721 | 3,124 | |||||||||
| 4,097 | 5,116 | |||||||||||
| Non-current liabilities: | ||||||||||||
| Lease liability | 326 | 357 | ||||||||||
| Provision for site reclamation and closure | 3,848 | 4,190 | ||||||||||
| Total liabilities | $ | 8,271 | $ | 9,663 | ||||||||
| Equity: | ||||||||||||
| Share capital | 9 | $ | 295,464 | $ | 295,464 | |||||||
| Share option and warrant reserve | 10 | 19,139 | 18,640 | |||||||||
| Deficit | (111,113 | ) | (156,749 | ) | ||||||||
| Total equity | $ | 203,490 | $ | 157,355 | ||||||||
| Total liabilities and equity | $ | 211,761 | $ | 167,018 | ||||||||
Commitments (notes 11(a), 14) Subsequent events (notes 11(a), 15)
Approved on behalf of the Board of Directors:
| “Forrester A. Clark” |
| “Steve Cook” |
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| Chief Executive Officer |
| Director |
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The accompanying notes form an integral part of these condensed interim consolidated financial statements.
| Fury Gold Mines Limited | 1 |
| Fury Gold Mines Limited | ||||
| Condensed Interim Consolidated Statements of (Earnings) Loss and Comprehensive (Income) Loss | ||||
| (Expressed in thousands of Canadian dollars, except per share amounts – Unaudited) |
| Three months ended March 31 |
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| Note |
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| 2022 |
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| 2021 |
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| Operating expenses: |
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| Exploration and evaluation |
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| 8 |
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| $ | 1,272 |
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| $ | 3,688 |
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| Fees, salaries, and other employee benefits |
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| 10 |
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| 758 |
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| 1,261 |
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| Insurance |
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| 193 |
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| 133 |
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| Legal and professional |
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| 236 |
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| 917 |
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| Marketing and investor relations |
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| 218 |
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| 592 |
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| Office and administration |
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| 136 |
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| 200 |
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| Regulatory and compliance |
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| 69 |
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| 117 |
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| 2,882 |
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| 6,908 |
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| Other income, net: |
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| Net gain on disposition of mineral interests |
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| 3 |
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| (48,390 | ) |
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| - |
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| Unrealized net (gain) loss on marketable securities |
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| 4 |
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| (45 | ) |
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| 932 |
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| Net loss from associate |
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| 6 |
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| 449 |
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| - |
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| Amortization of flow-through share premium |
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| 7 |
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| (403 | ) |
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| (1,223 | ) |
| Accretion of provision for site reclamation and closure |
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| 17 |
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| 13 |
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| Interest expense on lease liability |
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| 21 |
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| 26 |
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| Interest income |
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| (4 | ) |
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| (20 | ) |
| Foreign exchange loss |
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| 2 |
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| 6 |
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| (48,353 | ) |
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| (266 | ) |
| (Earnings) loss before taxes |
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| (45,471 | ) |
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| 6,642 |
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| Income tax refunded |
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| 12 |
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| (165 | ) |
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| (1,717 | ) |
| Net (earnings) loss |
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| $ | (45,636 | ) |
| $ | 4,925 |
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| Total comprehensive (income) loss |
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| $ | (45,636 | ) |
| $ | 4,925 |
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| (Earnings) loss per share: |
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| Basic and diluted (earnings) loss per share |
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| 13 |
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| $ | (0.37 | ) |
| $ | 0.04 |
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The accompanying notes form an integral part of these condensed interim consolidated financial statements.
| Fury Gold Mines Limited | 2 |
| Fury Gold Mines Limited | ||||||
| Condensed Interim Consolidated Statements of Equity | ||||||
| (Expressed in thousands of Canadian dollars, except share amounts – Unaudited) |
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| Number of common shares |
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| Share capital |
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| Share option and warrant reserve |
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| Deficit |
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| Total |
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| Balance at December 31, 2020 |
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| 117,823,857 |
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| $ | 294,710 |
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| $ | 11,521 |
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| $ | (139,959 | ) |
| $ | 166,272 |
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| Total comprehensive loss |
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| - |
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| - |
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| - |
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| (4,925 | ) |
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| (4,925 | ) |
| Warrants exercised |
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| 10,793 |
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| 17 |
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| (1 | ) |
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| - |
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| 16 |
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| Share-based compensation |
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| - |
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| - |
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| 913 |
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| - |
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| 913 |
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| Balance at March 31, 2021 |
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| 117,834,650 |
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| $ | 294,727 |
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| $ | 12,433 |
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| $ | (144,884 | ) |
| $ | 162,276 |
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| Balance at December 31, 2021 |
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| 125,720,950 |
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| $ | 295,464 |
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| $ | 18,640 |
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| $ | (156,749 | ) |
| $ | 157,355 |
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| Total comprehensive income |
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| - |
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| - |
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| - |
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| 45,636 |
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| 45,636 |
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| Share-based compensation (note 10(a)) |
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| - |
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| - |
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| 499 |
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| - |
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| 499 |
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| Balance at March 31, 2022 |
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| 125,720,950 |
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| $ | 295,464 |
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| $ | 19,139 |
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| $ | (111,113 | ) |
| $ | 203,490 |
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The accompanying notes form an integral part of these condensed interim consolidated financial statements.
| Fury Gold Mines Limited | 3 |
| Fury Gold Mines Limited |
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| Condensed Interim Consolidated Statements of Cash Flows | ||||||||||||
| (Expressed in thousands of Canadian dollars – Unaudited) | ||||||||||||
| Three months ended March 31 |
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| Note |
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| 2022 |
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| 2021 |
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| Operating activities: |
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| Net earnings (loss) |
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| $ | 45,636 |
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| $ | (4,925 | ) | |
| Adjusted for: |
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| |
| Interest income |
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| (4 | ) |
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| (20 | ) | |
| Items not involving cash: |
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| |
| Net gain on disposition of mineral interests |
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| 3 |
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| (48,390 | ) |
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| - |
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| Unrealized net (gain) loss on marketable securities |
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| 4 |
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| (45 | ) |
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| 932 |
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| Depreciation |
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| 86 |
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| 90 |
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| Net loss from associate |
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| 6 |
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| 449 |
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| - |
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| Amortization of flow-through share premium |
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| 7 |
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| (403 | ) |
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| (1,223 | ) |
| Accretion expense |
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| 17 |
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| 13 |
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| Share-based compensation |
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| 11 |
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| 499 |
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| 913 |
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| Interest expense on lease liability |
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| 21 |
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| 26 |
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| Changes in non-cash working capital |
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| 13 |
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| (564 | ) |
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| 334 |
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| Cash used in operating activities |
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| (2,698 | ) |
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| (3,860 | ) |
| Investing activities: |
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| Interest received |
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| 4 |
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| 20 |
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| Acquisition of Eastmain, net of cash acquired |
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| - |
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| (1,209 | ) |
| Proceeds from disposition of mineral interests, net of transaction costs |
|
| 3 |
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| 4,479 |
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| - |
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| Property and equipment additions |
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| - |
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| (69 | ) |
| Cash provided by (used in) investing activities |
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| 4,483 |
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| (1,258 | ) |
| Financing activities: |
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| Lease payments |
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| (46 | ) |
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| (44 | ) |
| Proceeds from share option and warrant exercises |
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| - |
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| 16 |
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| Cash used in financing activities |
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| (46 | ) |
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| (28 | ) |
| Increase (decrease) in cash |
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| 1,739 |
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| (5,146 | ) |
| Cash, beginning of the period |
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| 3,259 |
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| 15,361 |
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| Cash, end of the period |
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| $ | 4,998 |
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| $ | 10,215 |
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Supplemental cash flow information (note 12)
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
| Fury Gold Mines Limited | 4 |
| Note 1: Nature of operations |
Fury Gold Mines Limited (the “Company” or “Fury Gold”) was incorporated on June 9, 2008, under the Business Corporations Act (British Columbia) and is listed on the Toronto Stock Exchange and the NYSE-American, with its common shares trading under the symbol FURY. The Company’s registered and records office is at 1500-1055 West Georgia Street Vancouver, BC, V6E 4N7 and the mailing address is 1630-1177 West Hastings Street, Vancouver, BC, V6E 2K3.
The Company’s principal business activity is the acquisition and exploration of resource projects in Canada. At March 31, 2022, the Company had two principal projects: Eau Claire in Quebec, and Committee Bay in Nunavut.
Sale of Homestake Resources Corporation
On December 6, 2021, the Company entered into a definitive agreement (the "Purchase Agreement") with Dolly Varden Silver Corporation (“Dolly Varden”) pursuant to which the Company agreed to sell to Dolly Varden a 100% interest in Fury Gold's wholly owned subsidiary, Homestake Resources Corporation (“Homestake Resources”) in exchange for $5,000 in cash and 76,504,590 common shares in Dolly Varden. Homestake Resources is the owner of a 100% interest in the Homestake Ridge gold-silver project which is located adjacent to the Dolly Varden Project owned by Dolly Varden in the Golden Triangle, British Columbia (“the Dolly Varden Transaction”). The Dolly Varden Transaction completed on February 25, 2022. As a result, Fury acquired 76,504,590 common shares of Dolly Varden on February 25, 2022, representing approximately 35.3% of the Dolly Varden Shares currently outstanding and 32.9% of Dolly Varden on a fully diluted basis.
In connection with the Dolly Varden Transaction and as contemplated in the Purchase Agreement, Dolly Varden and Fury Gold have also entered into an investor rights agreement dated February 25, 2022 (the "Investor Rights Agreement"). Pursuant to its obligations under the Investor Rights Agreement, Dolly Varden has appointed Forrester “Tim” Clark, the Chief Executive Officer (“CEO”) of Fury Gold, and Michael Henrichsen, the Chief Geological Officer of Fury Gold, to the board of directors of Dolly Varden.
Response to COVID-19
The situation in Canada regarding COVID-19 remains fluid and permitted activities continue to be subject to change. At the Company’s Eau Claire project in Quebec, all on-site employees have participated in the vaccination program and have received both doses and the booster dose. On-site measures are in place to mitigate the potential spread of the COVID-19 virus. These measures include a pre-travel COVID-19 screening questionnaire; a pre-travel COVID-19 PCR testing; and on-site Rapid Testing for COVID-19.
| Note 2: Basis of presentation |
Statement of compliance
These unaudited condensed interim consolidated financial statements (the “interim financial statements”) have been prepared in accordance with International Accounting Standard 34 – Interim Financial Reporting (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”). Certain disclosures included in the Company’s annual consolidated financial statements (the “consolidated financial statements”) prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB and interpretations issued by the IFRS Interpretations Committee (“IFRICs”) have been condensed or omitted herein. Accordingly, these interim financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2021.
These interim financial statements were approved and authorized for issuance by the Board of Directors of the Company on May 12, 2022.
| Fury Gold Mines Limited Notes to Q1 2022 Condensed Interim Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted – Unaudited) | 5 |
Basis of preparation and consolidation
These interim financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control exists when the Company has power over an investee, exposure or rights to variable returns from its involvement with the investee, and the ability to use its power over the investee to affect the amount of the Company’s returns. The Company’s interim results are not necessarily indicative of its results for a full year.
The subsidiaries (with a beneficial interest of 100%) of the Company at March 31, 2022 were as follows:
| Subsidiary | Place of incorporation | Functional currency |
| North Country Gold Corp. (“North Country”) | BC, Canada | CAD |
| Eastmain Resources Inc. (“Eastmain”) | ON, Canada | CAD |
| Eastmain Mines Inc. (“Eastmain Mines”) (a) | Canada | CAD |
| Fury Gold USA Limited (“Fury Gold USA”) (b) | Delaware, U.S.A. | USD |
(a) Company incorporated federally in Canada.
(b) Fury Gold USA was incorporated on November 21, 2021 and will provide certain administrative services with respect to short-term employee benefits for US resident personnel.
These interim financial statements also include a 35.3% investment in Dolly Varden (note 6) that is accounted for using the equity method. Dolly Varden owns the Kitsault project which includes the Dolly Varden Project and the Homestake Ridge gold-silver project in British Columbia, Canada.
These interim financial statements have been prepared on a historical cost basis except for certain financial instruments that have been measured at fair value (note 14). All amounts are expressed in thousands of Canadian dollars unless otherwise noted. Reference to US$ are to United States dollars. All intercompany balances and transactions have been eliminated.
Segmented information
The Company’s operating segments are reviewed by the key decision maker to make decisions about resources to be allocated to the segments and to assess their performance. The Company operates in one reportable operating segment, being the acquisition, exploration, and development of mineral resource properties, and in one geographical location, Canada.
Critical accounting estimates, judgements, and policies
The preparation of financial statements in accordance with IFRS requires management to select accounting policies and make estimates and judgments that may have a significant impact on consolidated financial statements. Estimates are continuously evaluated and are based on management’s experience and expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes may differ from these estimates.
In preparing the Company’s interim financial statements for the three months ended March 31, 2022, the Company applied the significant accounting policies and critical accounting estimates and judgements disclosed in notes 3 and 5, respectively, of its consolidated financial statements for the year ended December 31, 2021, except as noted below:
Investment in associate
The Company conducts a portion of its business through an equity interest in an associate. An associate is an entity over which the Company has significant influence and is neither a subsidiary nor a joint venture. The Company has significant influence when it has the power to participate in the financial and operating policy decisions of the associate but does not have control or joint control over those policy decisions.
| Fury Gold Mines Limited Notes to Q1 2022 Condensed Interim Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted – Unaudited) | 6 |
The Company accounts for its investment in associate using the equity method. Under the equity method, the Company’s investment in an associate is initially recognized at cost and subsequently increased or decreased to recognize the Company's share of earnings and losses of the associate, after any adjustments necessary to give effect to uniform accounting policies, and for impairment losses after the initial recognition date. The Company’s share of an associate’s losses that are in excess of its investment in the associate are recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate. The Company's share of earnings and losses of its associate are recognized in net (earnings)/loss during the period.
New and amended standards not yet effective
Certain pronouncements have been issued by the IASB that are mandatory for accounting periods beginning after December 31, 2022. The Company has not early adopted any of these pronouncements, and they are not expected to have a significant impact in the foreseeable future on the Company's consolidated financial statements once adopted.
| Note 3: Sale of Homestake Resources |
On February 25, 2022, the Company completed the sale of Homestake Resources to Dolly Varden for cash proceeds of $5,000 and 76,504,590 common shares of Dolly Varden (note 6). The Company’s resulting interest in Dolly Varden represented approximately 35.3% of the issued and outstanding common shares of Dolly Varden on February 25, 2022, which has been accounted for using the equity method (note 6). The Company recognized a gain of $48,390, net of transaction costs of $589, on the date of disposition, calculated as follows:
| Net assets derecognized: |
| Total |
| |
| Mineral interests |
| $ | 16,460 |
|
| Reclamation bond |
|
| 68 |
|
|
|
| $ | 16,528 |
|
| Net proceeds: |
|
|
| |
| Cash |
| $ | 5,000 |
|
| Working capital adjustment |
|
| 68 |
|
| 76,504,590 common shares of Dolly Varden |
|
| 60,439 |
|
| Transaction costs |
|
| (589 | ) |
|
|
| $ | 64,918 |
|
| Net gain on disposition |
| $ | 48,390 |
|
The fair value of the common shares of Dolly Varden received on date of disposition is based on the market price of the shares at the date of disposition of C$0.79.
The Company has sufficient non-capital losses as at March 31, 2022 to offset the capital gain arising on disposition of Homestake Resources. As such, there is nil tax payable on the sale of Homestake Resources.
| Fury Gold Mines Limited Notes to Q1 2022 Condensed Interim Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted – Unaudited) | 7 |
| Note 4: Marketable securities |
The marketable securities held by the Company were as follows:
|
|
| Total |
| |
| Balance at December 31, 2020 |
| $ | 2,675 |
|
| Additions |
|
| 110 |
|
| Sale of marketable securities |
|
| (1,000 | ) |
| Realized loss on disposition |
|
| (311 | ) |
| Unrealized net loss |
|
| (869 | ) |
| Balance at December 31, 2021 |
| $ | 605 |
|
| Unrealized net gain |
|
| 45 |
|
| Balance at March 31, 2022 |
| $ | 650 |
|
During the year ended December 31, 2021, the Company sold 1,581,177 common shares of Benz Mining Corp (“Benz Mining”) for total proceeds of $1,000. Upon disposition, the Company realized a loss of $311, representing the decline in market value from the deemed date of acquisition of the shares on October 9, 2020, as part of the acquisition of Eastmain to date of disposition. As at March 31, 2022, the Company held 174,658 common shares of Benz Mining, received in respect of an option payment on certain mineral properties (note 10). The Company also holds 500,000 warrants which may be exchanged for 500,000 common shares of Benz Mining, with an exercise price of $0.12 and an expiry date of April 27, 2023.
Subsequent to three months ended March 31, 2022, the Company exercised 500,000 warrants of Benz Mining with an exercise price of $0.12.
Purchases and sales of marketable securities are accounted for as of the trade date.
| Note 5: Mineral interests |
The Company’s principal resource properties are located in Canada.
Quebec
The Company maintains interests in 12 properties within the James Bay region of Quebec. The principal projects are:
Eau Claire
The Company owns a 100% interest in the Eau Claire project located immediately north of the Eastmain reservoir, approximately 10 kilometres (“km”) northeast of Hydro Quebec’s EM-1 hydroelectric power facility, 80 km north of the town of Nemaska, 320 km northeast of the town of Matagami, and 800 km north of Montreal, Quebec. The property consists of map-designated claims totaling approximately 23,000 hectares.
Eastmain Mine
The Eastmain Mine project hosts the Eastmain Mine gold deposit. The past-producing Eastmain Mine project comprises 152 mineral claims and an industrial lease. Located on the eastern most part of the Upper Eastmain River Greenstone Belt of the James Bay District of northern Quebec, the property covers approximately 80 km2 of highly prospective terrain.
In 2019, Benz Mining entered into an option agreement with Eastmain to allow Benz Mining the option to earn a 75% interest in the Eastmain Mine property in return for making option payments of $2,320 between October 2019 and October 2023, and incurring exploration expenditures of $3,500 on the property. The option payments may be settled in both cash and shares. Upon completion of the first option to earn 75%, Benz Mining may acquire the remaining 25% interest upon payment of $1,000 upon closing of project financing, and $1,500 upon commencement of commercial production. This option agreement was subsequently amended in April 2020 to grant Benz Mining the option to earn up to 100% of the Ruby Hill properties located to the west of the Eastmain Mine project. The Company would retain 1-2% net smelter return (“NSR”) royalties pursuant to the amended agreement are due annually in October.
| Fury Gold Mines Limited Notes to Q1 2022 Condensed Interim Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted – Unaudited) | 8 |
Éléonore South Joint Venture
The Éléonore South Joint Venture project consists of two separate blocks of map-designated claims, comprising a total of 282 claims covering approximately 147 km2 of the Opinaca area of James Bay, Quebec. The Éléonore West block consists of 34 mineral claims covering approximately 18 km2, while the Éléonore South block contains 248 claims extending over an area of approximately 130 km2. The project is a three-way joint venture agreement between Eastmain, Azimut Exploration Inc. (“Azimut”), and Goldcorp Canada Ltd. (“Goldcorp Canada”), a wholly owned subsidiary of Newmont Corporation. Project ownership is based on participation in the funding of annual exploration programs. As such, the project is held by the joint operation partners approximately as follows: Fury Gold 38.12%, Goldcorp Canada 38.11%, and Azimut 23.77%. The Company is currently designated as operator.
Nunavut
Committee Bay
The Company, through its wholly owned subsidiary North Country, owns a 100% interest in the Committee Bay project located in Nunavut, Canada. The Committee Bay project includes approximately 280,000 hectares situated along the Committee Bay Greenstone Belt located within the Western Churchill province of Nunavut. The Committee Bay project is subject to a 1% NSR royalty on gold production, with certain portions subject to an additional 1.5% NSR royalty. The 1.5% NSR royalty is payable on only 7,596 hectares and can be purchased by the Company within two years of commencement of commercial production for $2,000 for each one-third (0.5%) of the 1.5% NSR royalty.
Gibson MacQuoid
In 2017, the Company acquired a number of prospecting permits and mineral claims along the Gibson MacQuoid Greenstone Belt in Nunavut, Canada. In 2019, the Company staked additional claims, which overlapped the Company’s prospecting claims that expired in February 2020, to maintain a contiguous land package over the Company’s current areas of interest. The Company’s claims, which are located between the Meliadine deposit and Meadowbank mine, cover approximately 120 km of strike length of the prospective greenstone belt and total 51,622 hectares collectively.
|
|
| Quebec |
|
| Nunavut |
|
| British Columbia |
|
| Total |
| ||||
| Balance at December 31, 2020 |
| $ | 125,354 |
|
| $ | 19,358 |
|
| $ | 16,060 |
|
| $ | 160,772 |
|
| Option payment received |
|
| (260 | ) |
|
| - |
|
|
| - |
|
|
| (260 | ) |
| Purchase of Homestake Ridge royalty |
|
| - |
|
|
| - |
|
|
| 400 |
|
|
| 400 |
|
| Disposition of mineral interests |
|
| (50 | ) |
|
| - |
|
|
| - |
|
|
| (50 | ) |
| Change in estimate of provision for site reclamation and closure |
|
| 50 |
|
|
| (219 | ) |
|
| - |
|
|
| (169 | ) |
| Balance at December 31, 2021 |
| $ | 125,094 |
|
| $ | 19,139 |
|
| $ | 16,460 |
|
| $ | 160,693 |
|
| Sale of Homestake Resources (note 3) |
|
| - |
|
|
| - |
|
|
| (16,460 | ) |
|
| (16,460 | ) |
| Change in estimate of provision for site reclamation and closure |
|
| (195 | ) |
|
| (166 | ) |
|
| - |
|
|
| (361 | ) |
| Balance at March 31, 2022 |
| $ | 124,899 |
|
| $ | 18,973 |
|
| $ | - |
|
| $ | 143,872 |
|
| Fury Gold Mines Limited Notes to Q1 2022 Condensed Interim Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted – Unaudited) | 9 |
| Note 6: Investment in Associate |
The Dolly Varden Transaction completed on February 25, 2022. As a result, Fury acquired 76,504,590 Dolly Varden Shares on February 25, 2022, representing approximately 35.3% of the Dolly Varden Shares outstanding. On March 31, 2022, Dolly Varden completed a private placement which included the issuance of 11.3 million common shares, resulting in the Company’s equity interest being diluted to 33.2% as of March 31, 2022. Dolly Varden holds a 100% interest in the gold-silver Kitsault Valley project including the Dolly Varden Project and the Homestake Ridge gold-silver project, located in the southern tip of the Golden Triangle of British Columbia.
The carrying amounts of the Company’s investment in Dolly Varden at March 31, 2022 was:
| Carrying amount at December 31, 2021 |
| $ | - |
|
| Acquisition of equity investment (note 3) |
|
| 60,439 |
|
| Company’s share of net loss of associate |
|
| (449 | ) |
| Carrying amount at March 31, 2022 |
| $ | 59,990 |
|
The fair market value of the Company’s investment in Dolly Varden as at March 31, 2022 was $62,734 based upon a closing share price of $0.82.
Summarized financial information of Dolly Varden on a 100% basis is as follows:
|
|
| Three months ended March 31 2022 |
| |
| Exploration and evaluation |
| $ | 124 |
|
| Marketing |
|
| 212 |
|
| Stock-based compensation |
|
| 822 |
|
| Other |
|
| 113 |
|
| Net loss of associate |
|
| 1,271 |
|
| Company’s equity share of net loss |
| $ | 449 |
|
|
|
| At March 31 |
| |
|
|
| 2022 |
| |
| Current assets |
| $ | 26,240 |
|
| Non-current assets |
|
| 157,478 |
|
| Current liabilities |
|
| (3,025 | ) |
| Net assets |
|
| 180,693 |
|
| Company’s equity share of net assets of associate |
| $ | 59,990 |
|
| Fury Gold Mines Limited Notes to Q1 2022 Condensed Interim Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted – Unaudited) | 10 |
| Note 7: Flow-through share premium liability |
Flow-through shares are issued at a premium, calculated as the difference between the price of a flow-through share and the price of a common share at that date. Tax deductions generated by eligible expenditures are passed through to the shareholders of the flow-through shares once the eligible expenditures are incurred and renounced. In July 2020, in response to the economic impact of COVID-19, the Government of Canada extended the timelines for eligible expenditures from 24 to 36 months.
The flow-through share funding and expenditures, along with the corresponding impact on the flow-through share premium liability, were as follows:
| Quebec |
| Flow-through funding and expenditures |
|
| Flow-through Premium liability |
| ||
| Balance at December 31, 2020 |
| $ | 18,079 |
|
| $ | 7,644 |
|
| Flow-through eligible expenditures |
|
| (10,789 | ) |
|
| (4,520 | ) |
| Balance at December 31, 2021 |
| $ | 7,290 |
|
| $ | 3,124 |
|
| Flow-through eligible expenditures |
|
| (939 | ) |
|
| (403 | ) |
| Balance at March 31, 2022 |
| $ | 6,351 |
|
| $ | 2,721 |
|
In September 2020, the Company completed an equity financing by raising $23,000 through the issuance of 7,750,000 subscription receipts. Out of the subscription receipts sold, 5,000,000 were flow-through receipts for gross proceeds of $17,500 and were exchanged for Fury Gold common shares designated as flow-through shares, while 2,750,000 subscription receipts were sold as non-flow-through for gross proceeds of $5,500 and exchanged for Fury Gold common shares. The flow-through proceeds are being used for mineral exploration in Quebec. The Company is committed to incur the remaining exploration expenditures of $6,351 (December 31, 2021 – $7,290) before December 31, 2022, which was renounced to investors in December 2020.
| Note 8: Exploration and evaluation costs |
For the three months ended March 31, 2022 and 2021, the Company’s exploration and evaluation costs were as follows:
|
|
| Quebec |
|
| Nunavut |
|
| British Columbia |
|
| Total |
| ||||
| Assaying |
| $ | 162 |
|
| $ | 18 |
|
| $ | 2 |
|
| $ | 182 |
|
| Exploration drilling |
|
| 14 |
|
|
| - |
|
|
| - |
|
|
| 14 |
|
| Camp cost, equipment, and field supplies |
|
| 131 |
|
|
| 58 |
|
|
| 10 |
|
|
| 199 |
|
| Geological consulting services |
|
| (24 | ) |
|
| 2 |
|
|
| - |
|
|
| (22 | ) |
| Geophysical analysis |
|
| 120 |
|
|
| - |
|
|
| - |
|
|
| 120 |
|
| Permitting, environmental and community costs |
|
| 29 |
|
|
| 59 |
|
|
| - |
|
|
| 88 |
|
| Expediting and mobilization |
|
| 2 |
|
|
| - |
|
|
| - |
|
|
| 2 |
|
| Salaries and wages |
|
| 443 |
|
|
| 14 |
|
|
| 1 |
|
|
| 458 |
|
| Fuel and consumables |
|
| 80 |
|
|
| - |
|
|
| - |
|
|
| 80 |
|
| Aircraft and travel |
|
| 19 |
|
|
| - |
|
|
| - |
|
|
| 19 |
|
| Share-based compensation |
|
| 130 |
|
|
| 1 |
|
|
| 1 |
|
|
| 132 |
|
| Three months ended March 31, 2022 |
| $ | 1,106 |
|
| $ | 152 |
|
| $ | 14 |
|
| $ | 1,272 |
|
|
|
| Quebec |
|
| Nunavut |
|
| British Columbia |
|
| Total |
| ||||
| Assaying |
| $ | 378 |
|
| $ | 30 |
|
| $ | 14 |
|
| $ | 422 |
|
| Exploration drilling |
|
| 1,272 |
|
|
| - |
|
|
| - |
|
|
| 1,272 |
|
| Camp cost, equipment, and field supplies |
|
| 375 |
|
|
| 59 |
|
|
| 3 |
|
|
| 437 |
|
| Geological consulting services |
|
| 176 |
|
|
| 34 |
|
|
| 2 |
|
|
| 212 |
|
| Geophysical analysis |
|
| 149 |
|
|
| - |
|
|
| - |
|
|
| 149 |
|
| Permitting, environmental and community costs |
|
| 95 |
|
|
| 34 |
|
|
| 13 |
|
|
| 142 |
|
| Expediting and mobilization |
|
| 7 |
|
|
| - |
|
|
| - |
|
|
| 7 |
|
| Salaries and wages |
|
| 504 |
|
|
| 45 |
|
|
| 20 |
|
|
| 569 |
|
| Fuel and consumables |
|
| 174 |
|
|
| 35 |
|
|
| - |
|
|
| 209 |
|
| Aircraft and travel |
|
| 61 |
|
|
| - |
|
|
| 1 |
|
|
| 62 |
|
| Share-based compensation |
|
| 160 |
|
|
| 34 |
|
|
| 13 |
|
|
| 207 |
|
| Three months ended March 31, 2021 |
| $ | 3,351 |
|
| $ | 271 |
|
| $ | 66 |
|
| $ | 3,688 |
|
| Fury Gold Mines Limited Notes to Q1 2022 Condensed Interim Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted – Unaudited) | 11 |
| Note 9: Share capital |
Authorized
Unlimited common shares without par value.
Unlimited preferred shares – nil issued and outstanding.
Share issuances
Three months ended March 31, 2022:
|
| i. | The Company did not have any new share issuances during the three months ended March 31, 2022. |
Three months ended March 31, 2021:
|
| i. | 10,793 shares were issued as a result of share warrants being exercised with a weighted average exercise price of $1.46 for gross proceeds of $16. An amount of $1 attributed to the fair value of these share warrants was transferred from the equity reserves and recorded against share capital. |
| Note 10: Share option and warrant reserves |
(a) Share-based compensation expense
The Company uses the fair value method of accounting for all share-based payments to directors, officers, employees, and other service providers. During the three months ended March 31, 2022 and 2021, the share-based compensation expense was as follows:
|
|
| Three months ended March 31 |
| |||||
|
|
| 2022 |
|
| 2021 |
| ||
| Recognized in net (earnings) loss and included in: |
|
|
|
|
|
| ||
| Exploration and evaluation costs |
| $ | 132 |
|
| $ | 207 |
|
| Fees, salaries and other employee benefits |
|
| 367 |
|
|
| 706 |
|
| Total share-based compensation expense |
| $ | 499 |
|
| $ | 913 |
|
During the three months ended March 31, 2022, the Company granted 1,745,000 (March 31, 2021 – nil) share options to directors, officers, employees, and certain consultants who provide certain on-going services to the Company, representative of employee services. The weighted average fair value per option of these share options was calculated as $0.43 using the Black-Scholes option valuation model at the grant date. There were no share options granted during the three months ended March 31, 2021.
The fair value of the share-based options granted during the three months ended March 31, 2022 was based on the following weighted average assumptions:
|
|
| Three months ended March 31 |
| |
|
|
| 2022 |
| |
| Risk-free interest rate |
|
| 1.63% | |
| Expected dividend yield |
| Nil |
| |
| Share price volatility |
|
| 66% | |
| Expected forfeiture rate |
|
| 3% | |
| Expected life in years |
|
| 5.00 |
|
The risk-free interest rate assumption is based on the Government of Canada benchmark bond yields and treasury bills with a remaining term that approximates the expected life of the share-based options. The expected volatility assumption is based on the historical and implied volatility of the Company’s common shares. The expected forfeiture rate and the expected life in years are based on historical trends.
| Fury Gold Mines Limited Notes to Q1 2022 Condensed Interim Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted – Unaudited) | 12 |
(b) Share option plan
The Company maintains a rolling share option plan providing for the issuance of share options up to 10% of the Company’s issued and outstanding common shares at the time of the grant. The Company may grant share options from time to time to its directors, officers, employees, and other service providers. The share options typically vest as to 25% on the date of the grant and 12.5% every three months thereafter for a total vesting period of 18 months.
The number of share options issued and outstanding and the weighted average exercise price were as follows:
|
|
| Number of share options |
|
| Weighted average exercise price ($/option) |
| ||
| Outstanding, December 31, 2020 |
|
| 8,141,004 |
|
| $ | 2.67 |
|
| Granted |
|
| 1,405,000 |
|
|
| 1.03 |
|
| Exercised |
|
| (5,834 | ) |
|
| 0.86 |
|
| Expired |
|
| (1,685,048 | ) |
|
| 3.62 |
|
| Forfeited |
|
| (1,103,125 | ) |
|
| 2.04 |
|
| Outstanding, December 31, 2021 |
|
| 6,751,997 |
|
| $ | 2.00 |
|
| Granted |
|
| 1,745,000 |
|
|
| 1.00 |
|
| Expired |
|
| (383,620 | ) |
|
| 3.94 |
|
| Forfeited |
|
| (197,903 | ) |
|
| 1.80 |
|
| Outstanding, March 31, 2022 |
|
| 7,915,474 |
|
| $ | 1.69 |
|
As at March 31, 2022, the number of share options outstanding was as follows:
|
|
| Options outstanding |
|
| Options exercisable |
| ||||||||||||||||||
| Exercise price ($/option) |
| Number of shares |
|
| Weighted average exercise price ($/option) |
|
| Weighted average remaining life (years) |
|
| Number of shares |
|
| Weighted average exercise price ($/option) |
|
| Weighted average remaining life (years) |
| ||||||
| $0.56 – $1.95 |
|
| 4,604,003 |
|
|
| 1.17 |
|
|
| 2.62 |
|
|
| 2,422,128 |
|
|
| 1.33 |
|
|
| 2.44 |
|
| $2.05 – $5.31 |
|
| 3,180,203 |
|
|
| 2.17 |
|
|
| 3.34 |
|
|
| 2,865,828 |
|
|
| 2.19 |
|
|
| 3.31 |
|
| $7.54 – $9.86 |
|
| 131,268 |
|
|
| 7.88 |
|
|
| 0.17 |
|
|
| 131,268 |
|
|
| 7.88 |
|
|
| 0.17 |
|
|
|
|
| 7,915,474 |
|
|
| 1.69 |
|
|
| 2.86 |
|
|
| 5,419,224 |
|
|
| 1.94 |
|
|
| 2.84 |
|
| Fury Gold Mines Limited Notes to Q1 2022 Condensed Interim Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted – Unaudited) | 13 |
(c) Share purchase warrants
The number of share purchase warrants outstanding at March 31, 2022 was as follows:
|
|
| Warrants outstanding |
|
| Weighted average exercise price ($/share) |
| ||
| Outstanding at December 31, 2020 |
|
| 1,626,740 |
|
| $ | 1.66 |
|
| Issued |
|
| 7,461,450 |
|
|
| 1.20 |
|
| Exercised |
|
| (101,042 | ) |
|
| 1.46 |
|
| Expired |
|
| (775,695 | ) |
|
| 1.42 |
|
| Outstanding at December 31, 2021 |
|
| 8,211,453 |
|
| $ | 1.27 |
|
| Expired |
|
| (412,190 | ) |
|
| 1.11 |
|
| Outstanding at March 31, 2022 |
|
| 7,799,263 |
|
| $ | 1.28 |
|
The following table reflects the warrants issued and outstanding as of March 31, 2022:
| Expiry date |
| Warrants outstanding |
|
| Exercise price ($/share) |
| ||
| September 12, 2022 |
|
| 337,813 |
|
|
| 2.96 |
|
| October 6, 2024 |
|
| 5,085,670 |
|
|
| 1.20 |
|
| October 12, 2024 |
|
| 2,375,780 |
|
|
| 1.20 |
|
| Total |
|
| 7,799,263 |
|
|
| 1.28 |
|
| Fury Gold Mines Limited Notes to Q1 2022 Condensed Interim Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted – Unaudited) | 14 |
| Note 11: Related party transactions and balances |
All transactions with related parties have occurred in the normal course of operations. All amounts are unsecured, non-interest bearing, and have no specific terms of settlement, unless otherwise noted.
(a) Related parties
Universal Mineral Services Ltd. (“UMS”) provides geological, financial, and transactional advisory services as well as administrative services to the Company on an ongoing, cost recovery basis. Having these services available through UMS, on an as needed basis, allows the Company to maintain a more efficient and cost-effective corporate overhead structure by hiring fewer full-time employees and engaging outside professional advisory firms less frequently. The agreement has an indefinite term and can be terminated by either party upon providing due notice. Prior to December 31, 2021, UMS was a private company with one director in common, Mr. Ivan Bebek. On December 31, 2021, Mr. Bebek resigned as a director of UMS, with Mr. Steven Cook assuming sole directorship of UMS. Subsequently, on April 1, 2022, the Company purchased a 25% share interest in UMS for nominal consideration. The remaining 75% of UMS is owned equally by three other junior resource issuers, who share a head office location.
|
|
| Three months ended March 31 |
| |||||
|
|
| 2022 |
|
| 2021 |
| ||
| Universal Mineral Services Ltd. |
|
|
|
|
|
| ||
| Exploration and evaluation costs: |
|
|
|
|
|
| ||
| Quebec |
| $ | 46 |
|
| $ | 38 |
|
| Nunavut |
|
| 4 |
|
|
| 5 |
|
| British Columbia |
|
| 1 |
|
|
| 7 |
|
| Fees, salaries and other employee benefits |
|
| 46 |
|
|
| 10 |
|
| Legal and professional fees |
|
| 20 |
|
|
| 2 |
|
| Marketing and investor relations |
|
| 10 |
|
|
| 23 |
|
| Office and administration |
|
| 42 |
|
|
| 46 |
|
| Total transactions for the period |
| $ | 169 |
|
| $ | 131 |
|
The outstanding balance owing at March 31, 2022, was $73 (March 31, 2021 – $24) which is included in accounts payable. In addition, the Company had $150 on deposit with UMS as at March 31, 2022 (March 31, 2021 – $150) and $23 in current prepaids (March 31, 2021 – $nil) representing certain geological software licenses purchased on behalf of the Company by UMS, and which are amortized over twelve months.
On July 1, 2021, UMS commenced an office lease with a term of ten years, for which certain rent expenses will be payable by the Company. As at March 31, 2022, the Company expects to incur approximately $659 in respect of its share of future rental expense.
(b) Key management personnel
Key management personnel include Fury Gold’s board of directors and certain executive officers of the Company, including the Chief Executive Officer and Chief Financial Officer.
The remuneration of the Company’s key management personnel was as follows:
|
|
| Three months ended March 31 |
| |||||
|
|
| 2022 |
|
| 2021 (b) |
| ||
| Short-term benefits provided to executives (a) |
| $ | 232 |
|
| $ | 317 |
|
| Directors’ fees paid to non-executive directors |
|
| 47 |
|
|
| 52 |
|
| Share-based payments |
|
| 313 |
|
|
| 663 |
|
| Total |
| $ | 592 |
|
| $ | 1,032 |
|
(a) Short-term employee benefits include salaries, bonuses payable within twelve months of the date of the condensed interim consolidated statements of financial position, and other annual employee benefits.
(b) As a result of the acquisition of Eastmain and the formation of a new board of directors and management team, certain former key management personnel of the Company were provided with transition contracts to support the formation of Fury Gold until April 2021. For the three months ended March 31, 2021, $87 of short-term benefits and $54 of share-based payment expense were recognized in the condensed interim consolidated statements of (earnings) loss and comprehensive (income) loss in respect of these transition arrangements.
| Fury Gold Mines Limited Notes to Q1 2022 Condensed Interim Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted – Unaudited) | 15 |
| Note 12: Supplemental cash flow information |
The impact of changes in non-cash working capital was as follows:
|
|
| Three months ended March 31 |
| |||||
|
|
| 2022 |
|
| 2021 |
| ||
| Accounts receivable |
| $ | 107 |
|
| $ | 255 |
|
| Prepaid expenses and deposits |
|
| (48 | ) |
|
| (204 | ) |
| Accounts payable and accrued liabilities |
|
| (623 | ) |
|
| 283 |
|
| Change in non-cash working capital |
| $ | (564 | ) |
| $ | 334 |
|
Operating activities include the following cash received:
|
|
| Three months ended March 31 |
| |||||
|
|
| 2022 |
|
| 2021 |
| ||
| Income taxes refunded |
| $ | 165 |
|
| $ | 1,717 |
|
| Note 13: (Earnings) loss per share |
For the three months ended March 31, 2022, and 2021, the weighted average number of shares outstanding and (earnings) loss per share were as follows:
|
|
| Three months ended March 31 |
| |||||
|
|
| 2022 |
|
| 2021 |
| ||
| Net (earnings) Loss |
| $ | (45,636 | ) |
| $ | 4,925 |
|
| Weighted average basic number of shares outstanding |
|
| 125,720,950 |
|
|
| 117,829,973 |
|
| Basic (earnings) loss per share |
| $ | (0.36 | ) |
| $ | 0.04 |
|
| Weighted average diluted number of shares outstanding |
|
| 125,752,129 |
|
|
| 117,829,973 |
|
| Diluted (earnings) loss per share |
| $ | (0.36 | ) |
| $ | 0.04 |
|
All of the outstanding share options and share purchase warrants at March 31, 2021 were anti-dilutive for the periods then ended as the Company was in a loss position.
| Fury Gold Mines Limited Notes to Q1 2022 Condensed Interim Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted – Unaudited) | 16 |
| Note 14: Financial instruments |
The Company’s financial instruments as at March 31, 2022 consisted of cash, accounts receivable, deposits, and accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values, unless otherwise noted.
(a) Financial assets and liabilities by categories
|
|
| At March 31, 2022 |
|
| At December 31, 2021 |
| ||||||||||||||||||
|
|
| Amortized Cost |
|
| FVTPL |
|
| Total |
|
| Amortized Cost |
|
| FVTPL |
|
| Total |
| ||||||
| Cash |
| $ | 4,998 |
|
| $ | - |
|
| $ | 4,998 |
|
| $ | 3,259 |
|
| $ | - |
|
| $ | 3,259 |
|
| Marketable securities |
|
| - |
|
|
| 650 |
|
|
| 650 |
|
|
| - |
|
|
| 605 |
|
|
| 605 |
|
| Deposits |
|
| 175 |
|
|
| - |
|
|
| 175 |
|
|
| 243 |
|
|
| - |
|
|
| 243 |
|
| Accounts receivable |
|
| 265 |
|
|
| - |
|
|
| 265 |
|
|
| 372 |
|
|
| - |
|
|
| 372 |
|
| Total financial assets |
|
| 5,438 |
|
|
| 650 |
|
|
| 6,088 |
|
|
| 3,874 |
|
|
| 605 |
|
|
| 4,479 |
|
| Accounts payable and accrued liabilities |
|
| 1,266 |
|
|
| - |
|
|
| 1,266 |
|
|
| 1,888 |
|
|
| - |
|
|
| 1,888 |
|
| Total financial liabilities |
| $ | 1,266 |
|
| $ | - |
|
| $ | 1,266 |
|
| $ | 1,888 |
|
| $ | - |
|
| $ | 1,888 |
|
(b) Financial assets and liabilities measured at fair value
The categories of the fair value hierarchy that reflect the significance of inputs used in making fair value measurements are as follows:
Level 1 – fair values based on unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – fair values based on inputs that are observable for the asset or liability, either directly or indirectly; and
Level 3 – fair values based on inputs for the asset or liability that are not based on observable market data.
The Company’s policy to determine when a transfer occurs between levels is to assess the impact at the date of the event or the change in circumstances that could result in a transfer. No transfers occurred between the levels during the period.
The Company’s financial instruments measured at fair value on a recurring basis were as follows:
|
|
| At March 31, 2022 |
|
| At December 31, 2021 |
| ||||||||||
|
|
| Level 1 |
|
| Level 2(1) |
|
| Level 1 |
|
| Level 2(1) |
| ||||
| Marketable securities |
|
| 300 |
|
|
| 350 |
|
|
| 282 |
|
|
| 323 |
|
(1) Marketable securities included in level 2 include warrants that are valued using an option pricing model which utilizes a combination of quoted prices and market-derived inputs, including volatility estimates.
During the three months ended March 31, 2022, there were no financial assets or financial liabilities measured and recognized in the condensed interim consolidated statements of financial position at fair value that would be categorized as level 3 in the fair value hierarchy.
| Fury Gold Mines Limited Notes to Q1 2022 Condensed Interim Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted – Unaudited) | 17 |
(c) Financial instruments and related risks
The Company’s financial instruments are exposed to liquidity risk, and market risks, which include currency risk and price risk. As at March 31, 2022, the primary risks were as follows:
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company proactively manages its capital resources and has in place a budgeting and cash management process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its current exploration plans and achieve its growth objectives. The Company ensures that there is sufficient liquidity available to meet its short-term business requirements, taking into account its anticipated cash outflows from exploration activities, and its holdings of cash and marketable securities. The Company monitors and adjusts, when required, these exploration programs as well as corporate administrative costs to ensure that adequate levels of working capital are maintained.
As at March 31, 2022, the Company had unrestricted cash of $4,998 (December 31, 2021 – $3,259), working capital surplus of $2,366 (December 31, 2021 – working capital deficit of $428), which the Company defines as current assets less current liabilities, and an accumulated deficit of $111,113 (December 31, 2021 – $156,749). The Company notes that the flow-through share premium liability, which reduced the Company’s working capital by $2,721 (December 31, 2021 – $3,124), is not settled through cash payment. Instead, the flow-through share premium liability will be drawn down as the Company incurs exploration expenditures for the Eau Claire project. During the three months ended March 31, 2022, Fury Gold recognized net earnings of $45,636 (three months ended March 31, 2021 – loss of $4,925) primarily arising from the sale of Homestake Resources (note 3). The Company expects to incur future operating losses in relation to exploration activities. With no source of operating cash flow, there is no assurance that sufficient funding will be available to conduct further exploration and development of its mineral properties.
Subsequent to three months ended March 31, 2022, the Company completed a non-brokered private placement for gross proceeds of $11,000 (note 15).
The Company’s contractual obligations are as follows:
|
|
| Within 1 year |
|
| 2 to 3 years |
|
| Over 3 years |
|
| At March 31 2022 |
|
| At December 31 2021 |
| |||||
| Accounts payable and accrued liabilities |
| $ | 1,266 |
|
| $ | - |
|
| $ | - |
|
| $ | 1,266 |
|
| $ | 1,888 |
|
| Quebec flow-through expenditure requirements |
|
| 6,351 |
|
|
| - |
|
|
| - |
|
|
| 6,351 |
|
|
| 7,290 |
|
| Undiscounted lease payments |
|
| 184 |
|
|
| 377 |
|
|
| 16 |
|
|
| 577 |
|
|
| 622 |
|
| Total |
| $ | 7,801 |
|
| $ | 377 |
|
| $ | 16 |
|
| $ | 8,194 |
|
| $ | 9,800 |
|
The Company entered into a drilling contract in November 2020, for which the Company has committed to drill a total of 50,000 metres. As at March 31, 2022, the company remains obligated to drill a further 15,000 meters in Quebec. The expenditures for the remaining drilling meters will be applied against the flow-through expenditure requirements included in the table above.
The Company also makes certain payments arising on mineral claims and leases on an annual or bi-annual basis to ensure all the Company’s properties remain in good standing. Cash payments of $22 were made during the three months ended March 31, 2022, in respect of these mineral claims, with $122 recognized in prepaid expenses as at March 31, 2022 (March 31, 2021 – $242).
| Fury Gold Mines Limited Notes to Q1 2022 Condensed Interim Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted – Unaudited) | 18 |
Market risk
This is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Significant market risks to which the Company is exposed are as follows:
| i. | Currency risk |
The Company is exposed to currency risk by having balances and transactions in currencies that are different from its functional currency (the Canadian dollar). The Company’s foreign currency exposure related to its financial assets and liabilities held in US dollars was as follows:
|
|
| At March 31 2022 |
|
| At December 31 2021 |
| ||
| Financial assets |
|
|
|
|
|
| ||
| US$ bank accounts |
| $ | 121 |
|
| $ | 569 |
|
| Financial liabilities |
|
|
|
|
|
|
|
|
| Accounts payable |
|
| (73 | ) |
|
| (160 | ) |
|
|
| $ | 48 |
|
| $ | 409 |
|
A 10% increase or decrease in the US dollar to Canadian dollar exchange rate would not have a material impact on the Company’s net loss.
| ii. | Price risk |
The Company holds certain investments in marketable securities (note 4) which are measured at fair value, being the closing share price of each equity security at the date of the condensed interim consolidated statements of financial position. The Company is exposed to changes in share prices which would result in gains and losses being recognized in the earnings for the period. A 10% increase or decrease in the Company’s marketable securities’ share prices would not have a material impact on the Company’s net income.
| Note 15: Subsequent events |
| i) | On April 14, 2022, the Company completed a non-brokered private placement with two placees who include a Canadian corporate investor and a US institutional investor, for a private placement sale of 13.75 million common shares of the Company at a price of $0.80 for proceeds of $11,000 (the “Private Placement”). Proceeds from the Private Placement will be used to fund continued exploration at the Company’s Eau Claire project in Quebec and for general working capital. |
|
|
|
| ii) | On April 22, 2022, the Company issued 1.7m share options to directors, officers and employees of the Company, with an exercise price of $1.00 and a term of five years. |
| Fury Gold Mines Limited Notes to Q1 2022 Condensed Interim Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted – Unaudited) | 19 |
EXHIBIT 99.2
(An exploration company)
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2022
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2022
This Management’s Discussion and Analysis (the “MD&A”) for Fury Gold Mines Limited (“Fury Gold” or the “Company”) should be read in conjunction with the condensed interim consolidated financial statements of the Company and related notes thereto for the three months ended March 31, 2022. The condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 – Interim Financial Reporting (“IAS 34”) of the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All dollar amounts presented are expressed in thousands of Canadian dollars unless otherwise stated. Certain amounts presented in this MD&A have been rounded. The effective date of this MD&A is May 12, 2022.
| 2 | |
| 5 | |
| 6 | |
| 7 | |
| 13 | |
| SECTION 6: FINANCIAL POSITION, LIQUIDITY, AND CAPITAL RESOURCES | 15 |
| 18 | |
| 18 | |
| 19 | |
| 20 |
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 1 |
1.1 Forward-looking statements
Certain statements made in this MD&A contain forward-looking information within the meaning of applicable Canadian and United States securities laws (“forward-looking statements”). These forward-looking statements are presented for the purpose of assisting the Company’s securityholders and prospective investors in understanding management’s views regarding those future outcomes and may not be appropriate for other purposes. When used in this MD&A, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “seek”, “propose”, “estimate”, “expect”, and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. Specific forward-looking statements in this MD&A include, but are not limited to: issues relating to the COVID-19 pandemic, including its potential impacts on the Company’s business and operations; future capital expenditures and requirements, and sources and timing of additional financing; the Company’s exploration activities, including the success of such exploration activities; the Company’s mineral reserves and mineral resources; estimates of mineral reserves and mineral resources; the realization of mineral resource and mineral reserve estimates; any objectives, expectations, intentions, plans, results, levels of activity, goals or achievements; the timing and amount of estimated future production, production guidance and net revenue expectations, anticipated cash flows, costs of production, capital expenditures; realization of unused tax benefits; statements relating to the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company; and other events or conditions that may occur in the future.
The forward-looking statements contained in this MD&A represent the Company’s views only as of the date such statements were made. Forward-looking statements contained in this MD&A are based on management’s plans, estimates, projections, beliefs and opinions as at the time such statements were made, and the assumptions related to these plans, estimates, projections, beliefs and opinions may change. Such assumptions, which may prove to be incorrect, include: the Company’s budget, including expected costs and the assumptions regarding market conditions and other factors upon which the Company has based its expenditure expectations; the Company’s ability to raise additional capital to proceed with its exploration plans; the Company’s ability to obtain or renew the licences and permits necessary for the operation and expansion of its existing operations and for the development, construction and commencement of new operations; that financial markets will not in the long term be adversely impacted by the COVID-19 pandemic; production and cost estimates; the Company’s ability to obtain all necessary regulatory approvals, permits and licences for its planned activities under governmental and other applicable regulatory regimes; the Company’s ability to complete and successfully integrate acquisitions; the effects of climate change, extreme weather events, water scarcity, and seismic events, and the effectiveness of strategies to deal with these issues; the Company’s expectations regarding the demand for, and supply and price of, precious metals; the Company’s ability to recruit and retain qualified personnel; the Company’s mineral reserve and resource estimates, and the assumptions upon which they are based; the Company’s ability to comply with current and future environmental, safety and other regulatory requirements and to obtain and maintain required regulatory approvals.
Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors beyond the Company’s ability to control or predict, that may cause the actual results, performance or achievements of the Company, or developments in the Company’s business or in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Some of the risks and other factors (some of which are beyond the Company’s control) which could cause results to differ materially from those expressed in the forward-looking statements and information contained in this MD&A include, but are not limited to, risks related to: COVID-19 and other pandemics; fluctuations in spot and forward markets for silver, gold, base metals and certain other commodities (such as natural gas, fuel oil and electricity); risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, potential unintended releases of contaminants, industrial accidents, unusual or unexpected geological or structural formations, pressures, cave-ins and flooding); the speculative nature of mineral exploration and development; the estimation of mineral reserves and mineral resources, including the realization of mineral reserve estimates; the Company’s ability to obtain addition funding; global financial conditions, including the market reaction to COVID-19; competitive conditions in the exploration and mining industry; environmental risks and remediation measures, including evolving environmental regulations and legislation; the Company’s mineral properties being subject to prior unregistered agreements, transfers or claims and other defects in title; the effects of climate change, extreme weather events, water scarcity, and seismic events, and the effectiveness of strategies to deal with these issues; health and safety regulations and legislation; changes in laws and regulations; changes in national and local government regulation of mining operations, tax rules and regulations, and political and economic developments in jurisdictions in which the Company operates; volatility in the price of the Common Shares, and uncertainty and volatility related to stock market prices and conditions; future dilution and fluctuation in the price of the Common Shares; acquisitions, partnerships and joint ventures; disputes as to the validity of mining or exploration titles or claims or rights, which constitute most of our property holdings; the Company’s limited business history and history of losses, which may continue in the future; general business, economic, competitive, political and social uncertainties; and public health crises such as the COVID-19 pandemic and other uninsurable risks. This is not an exhaustive list of the risks and other factors that may affect any of the Company’s forward-looking statements. Readers should refer to the risks discussed herein and in the Company’s Annual Information Form (the “Annual Information Form”) for the year ended December 31, 2021, subsequent disclosure filings with the Canadian Securities Administrators, the Company’s registration statement on Form 40-F for the year ended December 31, 2021, and subsequent disclosure filings with the United States Securities and Exchange Commission (the “SEC”), available on SEDAR at www.sedar.com and with the SEC at www.sec.gov, as applicable.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 2 |
Although the Company believes that the assumptions and expectations reflected in those forward-looking statements were reasonable at the time such statements were made, there can be no assurance that such assumptions and expectations will prove to be correct. The Company cannot guarantee future results, levels of activity, performance or achievements and actual results or developments may differ materially from those contemplated by the forward-looking statements. The Company does not undertake to update any forward-looking statements, except to the extent required by applicable securities laws.
In addition, forward-looking financial information with respect to potential outlook and future financial results contained in this MD&A are based on assumptions about future events, including economic conditions and proposed courses of action, based on management’s reasonable assessment of the relevant information available as at the date of such forward-looking financial information. Readers are cautioned that any such forward-looking financial information should not be used for purposes other than for which it is disclosed.
Cautionary Note to United States Investors concerning Estimates of Measured, Indicated, and Inferred Resource Estimates:
This MD&A, uses the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource”, which are Canadian mining terms as defined in, and required to be disclosed in accordance with, National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), which references the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards on mineral resources and mineral reserves (“CIM Definition Standards”), adopted by the CIM Council, as amended. However, these terms are not defined terms under SEC Industry Guide 7 (“SEC Industry Guide 7”) under the United States Securities Act of 1933, as amended, and normally are not permitted to be used in reports and registration statements filed with the SEC. 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 under the United States Securities Exchange Act of 1934, as amended. These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) with compliance required for the first fiscal year beginning on or after January 1, 2021. The SEC Modernization Rules replace the historical disclosure requirements for mining registrants that were included in SEC Industry Guide 7. As a foreign private issuer that files its annual report on Form 40-F with the SEC pursuant to the multi-jurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Definition Standards. If the Company ceases to be a foreign private issuer or loses its eligibility to file its annual report on Form 40-F pursuant to the multi-jurisdictional disclosure system, then the Company will be subject to the SEC Modernization Rules which differ from the requirements of NI 43-101 and the CIM Definition Standards.
United States investors are cautioned that there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. There is no assurance any mineral resources that the Company may report as “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43- 101 would be the same had the Company prepared the resource estimates under the standards adopted under the SEC Modernization Rules. United States investors are also cautioned that while the SEC will now recognize “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”, investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” that the Company reports are or will be economically or legally mineable. Further, “inferred mineral resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the “inferred mineral resources” exist. In accordance with Canadian securities laws, estimates of “inferred mineral resources” cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101. In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding CIM definitions. United States investors are cautioned that a preliminary economic assessment (“PEA”) cannot support an estimate of either “proven mineral reserves” or “probable mineral reserves” and that no feasibility studies have been completed on the Company’s mineral properties.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 3 |
Accordingly, information contained in this MD&A describing the Company’s mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
See the heading “Resource Category (Classification) Definitions” in the Annual Information Form for a description of certain of the mining terms used in this MD&A.
1.2 Qualified persons and technical disclosures
Bryan Atkinson. P.Geol., Senior Vice President, Exploration, and David Rivard, P.Geo., Exploration Manager, of the Company are each a “qualified person” or “QP” under and for the purposes of NI 43-101 with respect to the technical disclosures in this MD&A.
1.3 Impact of COVID-19
The situation in Canada regarding COVID-19 remains fluid and permitted activities continue to be subject to change. At the Company’s Eau Claire project in Quebec, all on-site employees have participated in the vaccination program and have received both doses. In addition to the COVID-19 screening of all on-site employees implemented in 2020, the Company was approved by l'institut national de santé publique du Quebec for on-site Rapid Testing for COVID-19 which was implemented in April 2021. Quebec’s COVID-19 relief program ended on April 1, 2021, and all work and reporting requirements are now in force.
In Nunavut, all travellers require an exemption from the public health officer of Nunavut prior to travel into the Territory, either through evidence of double vaccination status or evidence of direct travel to remote regions with no interaction with Nunavut Hamlets or Nunavummiuts. At site, the Company implemented certain protocols to ensure safe operations in the Territory including increased cleaning and sanitation; rapid COVID-19 testing; and an isolation facility for symptomatic personnel. Additionally, all workers were required to provide the Company with a completed self-assessment form and evidence of a negative COVID test 48 hours prior to travel to site.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 4 |
| Section 2: Business overview |
Fury Gold is a Canadian-focused gold exploration company strategically positioned in two prolific mining regions: the James Bay Region of Quebec and the Kitikmeot Region in Nunavut. The Company’s vision is to deliver shareholder value by growing our multi-million-ounce gold portfolio through additional significant gold discoveries in Canada. At March 31, 2022, the Company had two principal projects: Eau Claire in Quebec and Committee Bay in Nunavut.
The Company was incorporated on June 9, 2008, under the Business Corporations Act (British Columbia) and is listed on the Toronto Stock Exchange and the NYSE-American, with its common shares trading under the symbol FURY. The Company’s registered and records office is located at 1055 West Georgia Street, Suite 1500, Vancouver, British Columbia, V6E 4N7, and the mailing address is 1630-1177 West Hastings Street, Vancouver, BC, V6E 2K3.
2.1 Sale of Homestake Resources
On December 6, 2021, the Company entered into a definitive agreement (the "Purchase Agreement") with Dolly Varden Silver Corporation (“Dolly Varden”) pursuant to which the Company agreed to sell to Dolly Varden a 100% interest in Fury Gold's wholly owned subsidiary, Homestake Resources Corporation (“Homestake Resources”) in exchange for $5,000 in cash and 76,504,590 common shares in Dolly Varden with a deemed value under the share purchase agreement of $45,000. Homestake Resources is the owner of a 100% interest in the Homestake Ridge gold-silver project which is located adjacent to the Dolly Varden Project owned by Dolly Varden in the Golden Triangle, British Columbia (“the Dolly Varden Transaction”). The Dolly Varden Transaction completed on February 25, 2022 and Fury Gold acquired 76,504,590 common shares in Dolly Varden, representing approximately 35.33% of the Dolly Varden common shares outstanding at that date and 32.88% of Dolly Varden on a fully diluted basis. As at March 31, 2022, the Company’s equity interest in Dolly Varden was diluted to 33.2% of the Dolly Varden common shares outstanding, following completion of an equity financing by Dolly Varden and which closed on March 31, 2022.
In connection with the Dolly Varden Transaction and as contemplated in the Purchase Agreement, Dolly Varden and Fury Gold have also entered into an investor rights agreement dated February 25, 2022 (the "Investor Rights Agreement"). Pursuant to its obligations under the Investor Rights Agreement, Dolly Varden has appointed Tim Clark, the Chief Executive Officer (“CEO”) of Fury Gold, and Michael Henrichsen, the Chief Geological Officer of Fury Gold, to the board of directors of Dolly Varden.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 5 |
3.1 Corporate highlights
|
| · | On April 14, 2022, the Company completed a non-brokered private placement with two placees who include a Canadian corporate investor and a US institutional investor, for a private placement sale of 13.75 million common shares of the Company at a price of $0.80 per share for proceeds of $11,000 (the “Private Placement”). Proceeds from the Private Placement will be used to fund continued exploration at the Company’s Eau Claire project in Quebec and for general working capital. |
|
|
|
|
|
| · | On March 9, 2022, the Company announced the appointment of Bryan Atkinson, P.Geol, to Senior Vice President (SVP), Exploration and Michael Henrichsen, P.Geo, to Chief Geological Officer, effective immediately. The Company also announced the resignation of Ms. Salisha Ilyas, VP, Investor Relations. |
|
|
|
|
|
| · | On February 25, 2022, the Company announced the completion of sale of the Homestake Ridge gold-silver project to Dolly Varden. |
3.2 Operational highlights
|
| · | On April 7, 2022, the Company announced that the 2022 exploration drilling program had commenced at its wholly-owned Eau Claire project in the Eeyou Istchee Territory in the James Bay region of Quebec. The goal of the program is to expand the high-grade Eau Claire gold deposit and follow up on the Percival discovery. The drill program will initially consist of approximately 15,000 metres (“m”), focusing on extending the resource along the southeast margin of the Eau Claire deposit, expanding the recent discovery at the Western Hinge target, and further testing the Percival discovery. |
|
|
|
|
|
| · | On February 2, 2022, the Company announced the results for eight drill holes from the Snake Lake prospect one kilometre (“km”) east of the defined resource at the Eau Claire deposit. Significant intercepts include 20.70 grams per tonne (“g/t”) gold over 1.5m in drill hole 21SL-008, 5.16 g/t gold (“Au”) over 2.50m in drill hole 21SL-003, and 7.14 g/t Au over 1.5m in drill hole 21SL-009. |
|
|
|
|
|
| · | On January 26, 2022, the Company announced the identification of 15 new targets at the high-grade Percival prospect at the Eau Claire project. Fifteen robust gold anomalies were identified along a previously unidentified structural orientation through a biogeochemical sampling program, which covered 6.5km of prospective folded stratigraphy. |
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 6 |
| Section 4: Projects overview |
Indigenous and community relations
The pursuit of environmentally sound and socially responsible mineral development guides all of Fury Gold’s activities as the Company understands the broad societal benefits that responsible mining can bring, as well as the risks that must be managed through the implementation of sustainable development practices. The Company strives to maintain the highest standards of environmental protection and community engagement at all of its projects.
The Company considers sustainability to include the pursuit of four mutually reinforcing pillars: environmental and cultural heritage protection; social and community development; economic growth and opportunity; and cultural competency development for all employees. The Company assesses the environmental, social, and financial benefits and risks of all business decisions and believes this commitment to sustainability generates value and benefits for local communities and shareholders alike.
The Company’s approach to Indigenous and stakeholder engagement provides opportunities and benefits through:
|
| · | the provision of jobs and training programs |
|
|
|
|
|
| · | contracting opportunities |
|
|
|
|
|
| · | capacity funding for Indigenous engagement |
|
|
|
|
|
| · | sponsorship of community events |
|
|
|
|
|
| · | supporting professional development opportunities, building cultural and community intelligence capacity. |
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 7 |
The Company places a priority on creating mutually beneficial, long-term relationships with the communities in which it operates. Engagement goals include providing First Nations governments, communities, and residents with corporate and project-related information, including details of work programs, collaborative opportunities, and other activities being undertaken in the field.
During the three months ended March 31, 2022, the Company submitted its accreditation application for the Ecologo certification for mineral exploration. Ecologo is the first comprehensive certification for mineral exploration companies and their service providers that features third-party certification of environmental, social and economic practices in Quebec. Additionally, during the first quarter of 2022, the Company undertook a qualitative environmental, social and governance (“ESG”) assessment with Digbee, a technology company which provides qualitative assessment tools to mining companies to track their ESG achievements. Fury Gold received a score of BB with a range of CC to A. A corporate score of BB with a range of B to A was obtained with both the Eau Claire and Committee Bay projects achieved a score of BB with a range of CC to A. These results are considered strong for an exploration company and the Company is currently evaluating future initiatives to improve next year’s score.
4.1 Quebec
Fury Gold holds 100% interests in the Eau Claire project as well as interests in ten other properties covering approximately 110,000 hectares in total within the Eeyou Istchee James Bay region of Quebec. This includes a 38.12% joint venture interest in the ESJV, of which Fury Gold is the operator. The Eastmain Mine project along with the Ruby Hill East and Ruby Hill West projects are under option to Benz Mining Corp. (“Benz Mining”) whereby Benz Mining can earn a 75% interest in those properties, subject to certain option payments and exploration expenditures being met, with a further option to increase Benz Mining’s holding to 100% in the Eastmain Mine property upon receipt of a final milestone payment. Benz Mining currently acts as operator and is current with regards to all option payment and expenditure obligations.
4.1.1 Eau Claire
The Eau Claire project is located immediately north of the Eastmain reservoir, 10km northeast of Hydro Quebec’s EM-1 hydroelectric power facility, 80km north of the town of Nemaska, approximately 320km northeast of the town of Matagami, and 800km north of Montreal. This property consists of map-designated claims totaling approximately 23,000 hectares. These claims are held 100% by Fury Gold and are currently in good standing. Permits are obtained on a campaign basis for all surface exploration, particularly trenching and drilling, undertaken on the property.
The Eau Claire project is underlain by typical Archean greenstone assemblages of the Eastmain Greenstone Belt, which are composed of volcanic rocks of basaltic to rhyolitic composition and related clastic and chemical sedimentary rocks. These rocks have been intruded by an assemblage of mafic to felsic sills, stocks, and dykes. Metamorphism ranges from upper greenschist to amphibolite facies in the greenstone assemblages, while higher-grade facies, up to granulite level, typically characterize the Opinaca sub-province. Archean-aged deformation affects all rocks on the property. Near the Eau Claire deposit, the volcano-sedimentary assemblage has been folded, forming a closed antiform plunging gently to the west. Regional rock foliation and lithology are generally east-west in strike with moderate to sub-vertical southerly dips in the vicinity of the Eau Claire gold deposit.
In November 2020, Fury Gold commenced an ongoing 50,000m drill program at the Eau Claire project. The drill program consists of i) an expansion phase focused on expanding the current resource (“Expansion Program”) and ii) an exploration phase designed to test targets along the 4.5km long deposit trend (“Exploration Program”). To date a total of 35,297m, or approximately 70% of the total program has been drilled at Eau Claire. Due to the temporary pause on drilling at Eau Claire in the fourth quarter of 2021, while the Company awaited the influx of pending drillhole assay results, the remainder of the program is planned to be completed in 2022, however the timing is dependent upon positive drill results, market conditions, and the availability of funds. Subject to these conditions, the Company expects to incur approximately $8,000 of expenditures during 2022 at Eau Claire.
Additionally, during the third quarter of 2021, the Company completed biogeochemical surveys on three grids targeting six priority regional exploration targets including the Percival, Serendipity and Agua Clara prospects (“Regional Exploration Program”).
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 8 |
Expansion Program
The expansion program at the Eau Claire deposit targeted the southeast margin of the existing inferred mineral resource, which is currently defined by 204,000 ounces (“oz”) at 11.81 g/t Au (using a 2.5 g/t Au cut-off grade). This drill program is designed to add ounces between defined resource blocks. To date, Fury Gold has drilled sixteen holes targeting the southeast margin of the Eau Claire Resource with nine drill holes intersecting resource grade and width or higher including: 23.27 g/t Au over 7.09m, 11.56 g/t Au over 6.04m, 59.3 g/t Au over 1m, 8.87 g/t Au over 3m, 59.3 g/t Au over 0.96m and 4.89 g/t Au over 2.94m. Fury plans to continue the resource expansion program in 2022.
Exploration Program
Exploration drilling aims to significantly expand the Eau Claire deposit by testing a diverse set of targets: a 1km eastern down plunge extension, the Snake Lake mineralized structure and two targets to the west (‘Hinge’ and ‘Limb’, collectively “Western Extension”). All exploration targets within the Deposit Trend have the potential to significantly expand the Eau Claire mineralized footprint. The potential for high-grade gold mineralization to continue down plunge and along strike to the east is supported by gradient array IP chargeability data where the intersection of primary and secondary shear zones has been imaged approximately 600m to 800m to the east of the existing limits of drilling at the Eau Claire deposit.
Target A
Target A is situated 100m to 300m down plunge from the limit of the current resource. The planned drill array represents a 200m to 500m down dip extension from the target area where historical drilling above the target area hosts intercepts of 1.0m of 12.6 g/t Au, 2.5m of 4.4 g/t Au, and 2.0m of 4.8 g/t Au. Collectively, these historical results are associated with both quartz tourmaline veins and secondary shear zone alteration and are interpreted to be vertically situated above the projected down plunge extension of the deposit but demonstrate the continuity of the mineralized system to the east of the current resource. Initial results returned from Target A, located 200m to 350m down plunge east of the deposit include 4.05 g/t Au over 0.5m, 2.41 g/t Au over 3.5m and 2.96 g/t Au over 1.5m. The drilling intersected zones of stacked quartz-tourmaline veins and associated quartz feldspar porphyry dykes along the Eau Claire deposit structure.
Target B
Target B is situated 500m to 700m down plunge from the limit of the current resource. The planned drill array represents a 400m to 700m down dip extension from historical drilling above the target area where there is a 20m-wide zone of alteration that is similar to that observed with secondary shear zones at the Eau Claire deposit. Importantly, gradient array IP chargeability data images the intersection of the primary shear zone and secondary shear zones that are associated with the extension of the Eau Claire deposit structure and the mineralized Snake Lake structure, respectively. Similar structural intersections at the Eau Claire deposit are associated with high-grade gold mineralization. Fury Gold completed four drill holes into Target B for a total of 4,434m. Results from these first holes include 1.0m of 15.30 g/t Au from 21EC-007, 1.5m of 8.83 g/t Au from 21EC-010, and 3.0m of 2.59 g/t Au from 20EC-006. The reported intercepts extend the Eau Claire deposit footprint by over 660m to the east. The Company is evaluating these initial results and planning additional drilling in the area.
Snake Lake
This structure is located 1.2km to the east of the Eau Claire deposit and has seen limited drilling. The Company drilled an initial three-hole test along the Snake Lake Structure successfully extending the known mineralization by 840m down dip and identifying a new zone of gold mineralization. A deep intersection in 21EC-010, 1.5m of 6.43g/t Au, is located in the same structural and stratigraphic position as the Snake Lake mineralization. The intercept in 21EC-010 (Target B) is approximately 1,100m down plunge of the nearest Snake Lake drilling and has significantly opened up the exploration potential along this structural corridor. Results from the first holes include 0.5m of 94.10 g/t Au from 21EC-018, 0.5m of 19.60 g/t Au from 21SL-001, 5.0m of 2.85 g/t Au from 21SL-001 and 2.0m of 7.51 g/t Au from 21SL-001. Subsequently, the Company drilled a further eight holes with significant intercepts from these drill holes including 20.70 g/t Au over 1.5m in drill hole 21SL-008, 5.16 g/t Au over 2.50m in drill hole 21SL-003 and 7.14 g/t Au over 1.5m in drill hole 21SL-009. Collectively the mineralization intercepted in this round of drilling has expanded the shallow gold mineralization footprint within the Snake Lake structural corridor to over 950m of strike extent.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 9 |
The reported intercepts of 7.14 g/t Au over 1.5m (21SL-009) and 4.36 g/t Au over 1.0m (21SL-006) are situated along the newly identified mineralized horizon located between the Eau Claire and Snake Lake structures, first recognized from drill hole 21SL-001. Gold mineralization along this newly identified structure, associated with quartz-feldspar porphyry dykes with abundant quartz-tourmaline veining similar to the Eau Claire style of mineralization, has now been intercepted over approximately 500m of strike. The remainder of the reported intercepts, including drill holes 21SL-008 and 21SL-003, are along the main Snake Lake structure at the contact between mafic volcanic and meta-sedimentary rocks where historical exploration focused on shallow mineralization.
Western Extension
The Western Extension hosts two targets identified at the western limit of the Eau Claire resource using structural and lithogeochemical modeling. Through the analysis of phosphorous/titanium ratios within drill core and surface samples along the Eau Claire deposit trend, the Company has been able to define two distinct basaltic units that collectively define two stratigraphic positions associated with the 850 and 450 zones of mineralization. Fury Gold’s technical team has determined that the mineralized stratigraphic position of the 450 zone, which represents approximately 85% of the resource at Eau Claire, was untested below the 850 Zone and provided an excellent opportunity to expand the deposit footprint to the west. Four drill holes were completed which tested the Hinge target. Results from these first holes include 1.5m of 8.50 g/t Au and 1.0m of 12.81 g/t Au from 21EC-032, 8.0m of 1.18 g/t Au from 21EC-031 and 3.0m of 9.36 g/t Au from 21EC-041. These initial results from the Hinge target are encouraging and the Company intends to continue drilling along the Hinge in 2022.
Two resource expansion holes were drilled to confirm the geometry of the Limb target. The Limb holes intersected up to eight stacked zones of gold mineralization associated with quartz tourmaline veining and quartz porphyry dykes. Results from these holes include 4.96m of 2.71 g/t Au, 1.49m of 7.3 g/t Au, 3.49m of 3.21 g/t Au and 1.0m of 9.6 g/t Au from 21EC-026 and 4.97m of 2.60 g/t Au and 1.49m of 7.77 g/t Au from 21EC-028. Four Limb exploration holes were completed with all holes intersecting stacked zones of quartz tourmaline veining proximal to quartz porphyry dykes consistent with the Eau Claire style of mineralization. Results from these holes include 1.0m of 3.93 g/t Au from 21EC-038, 1.0m of 3.82 g/t Au from 21EC-039 and 1.5m of 5.31 g/t Au from 21EC-040.
Regional Exploration
Percival Prospect
The Percival prospect, located 14km east of the Eau Claire deposit, is currently represented by a 400m by 100m mineralized footprint hosted within folded sulphidized and silicified breccias in an interbedded volcanic and sedimentary sequence. Previous geochemical surveys did not image the shallow gold mineralization represented by historical drill intercepts of 93.1m of 2.22 g/t Au, 9.0m of 6.26 g/t Au, 8.5m of 7.13 g/t Au and 2.0m of 8.47 g/t Au. An orientation survey, conducted in 2020, was able to successfully detect the gold mineralization at Percival through biogeochemistry sampling. A recently completed survey covering 6.5km of prospective stratigraphy along the Percival trend identified 15 discrete gold anomalies with associated pathfinder elements (+/- As, Pb, Zn). Two of these anomalies were previously known prospects, Percival and Carodoc, the remaining 13 anomalies are new occurrences of gold and associated pathfinder mineralization.
Previous surface exploration in the Percival and Caradoc area was focused on a highly magnetic folded iron formation identified from airborne magnetics data. An updated interpretation and geologic model of the 2018-2019 drilling shows that gold mineralization is peripheral to the magnetic iron formation and not hosted in it.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 10 |
Through the interpretation of the magnetics data and results from the biogeochemical survey, the Company identified a previously unrecognized structural control to the gold mineralization along the Percival trend. This structural trend is parallel to the regional fold hinge that links the Percival and Serendipity prospects. Gold mineralization appears to be concentrated along these newly identified structures where they intersect folded mafic volcanic stratigraphy along the east west limb of the regional fold proximal to the Cannard deformation zone. The Company commenced geophysical surveys in February 2022, which will be utilized to target drilling in 2022.
Project Maintenance
The Company expects to incur approximately $314 in mineral claims expenditures in order to keep the properties in good standing, payable every two years. Cash payments of $22 were made during the three months ended March 31, 2022, in respect of these mineral claims, with $122 recognized in prepaid expenses as at March 31, 2022.
Eau Claire resource estimate and PEA technical report
The Eau Claire resource estimation and PEA were completed by P&E Mining Consultants Inc. (see the Technical Report, Updated Mineral Resource Estimate and Preliminary Economic Assessment on the Eau Claire Gold Deposit, Clearwater Property, Quebec, Canada, filed on SEDAR on July 3, 2018).
4.1.2 ESJV
Fury Gold owns a 38.12% interest in the ESJV project and is the operator of the joint venture. Currently, the ESJV is held by Fury Gold, Azimut Exploration Inc. (23.77%), and Goldcorp Canada Ltd., a wholly owned subsidiary of Newmont Corporation (38.11%).
The Éléonore South property is strategically located in an area of prolific gold mineralization within the Eeyou Istchee James Bay gold camp and is locally defined by Newmont’s Éléonore mine and Sirios Resources’ Cheechoo deposit. The property has been explored over the last 12 years by the joint venture with the majority of the exploration focused on the extension of the Cheechoo deposit through approximately 27,000m of drilling in 172 drill holes, covering only a small proportion of the property at the Moni and JT zones. Notable drill intercepts include 6.0m of 49.50 g/t Au, which included 1.0m of 294 g/t Au.
In December 2020, Fury Gold announced the identification of a large-scale gold in till anomaly on the Éléonore South property through a review of historical datasets. This target has not been drill tested. In September 2021 the ESJV initiated a field program designed to refine the broad geochemical anomaly into discrete targets for further follow up and eventual drill testing. Additionally, a regional survey was completed on the southern third of the property where no historical systematic sampling had been completed. Results from these ongoing programs are anticipated in Q2 2022.
4.2 Nunavut
4.2.1 Committee Bay
The Committee Bay project comprises approximately 280,000 hectares situated along the Committee Bay Greenstone Belt located 180 km northeast of the Meadowbank mine operated by Agnico Eagle Mines Limited.
The Committee Bay belt comprises one of a number of Archean-aged greenstone belts occurring within the larger Western Churchill province of northeastern Canada. The character and history of rock packages, and the timing and nature of mineralization occurring within the belt, are considered to be equivalent to that of other significant gold bearing Archean greenstones within the Western Churchill province, which hosts gold deposits such as Meadowbank, Meliadine, and Amaruq.
The Committee Bay project is held 100% by the Company, subject to a 1% Net Smelter Return (“NSR”), and an additional 1.5% NSR payable on only 7,596 hectares which may be purchased within two years of the commencement of commercial production for $2,000 for each one-third (0.5%) of the NSR.
The Company does not currently plan to undertake a 2022 exploration program at Committee Bay in order to focus available resources in Quebec.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 11 |
Project Maintenance
The Company expects to incur approximately $112 in annual mineral claims expenditures in 2022, in order to keep the property in good standing.
Committee Bay resource estimate and technical report
Three Bluffs resource estimations were completed by Roscoe Postle Associates Inc. (“RPA”) (see the Technical Report on the Three Bluffs Project, Nunavut Territory, Canada, filed on SEDAR on May 31, 2017, as amended October 23, 2017).
4.2.2 Gibson MacQuoid
The Gibson MacQuoid project is an early-stage gold exploration project situated between the Meliadine deposit and Meadowbank mine in Nunavut, Canada. The 66 mineral claims that make up the project encompass approximately 120 km of strike length of the prospective greenstone belt and total 51,622 hectares collectively.
The Gibson MacQuoid Greenstone belt is one of a number of Archean-aged greenstone belts located in the Western Churchill province of northeastern Canada. These gold bearing Archean greenstone belts host deposits such as the Three Bluffs, Meadowbank, Amaruq, and Meliadine deposits. In particular, the highly magnetic signature of the Gibson MacQuoid Belt is consistent with the other productive greenstone belts in the eastern Arctic that host large-scale gold deposits.
The Company does not currently plan to undertake a 2022 exploration program at Gibson MacQuoid in order to focus available resources in Quebec.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 12 |
| Section 5: Review of quarterly financial information |
| Three months ended: |
| Interest income |
|
| (Earnings) loss from continuing operations |
|
| Loss from discontinued operations |
|
| Comprehensive (income) loss |
|
| (Earnings) loss per share ($/share) |
| |||||
| March 31, 2022 |
| $ | 4 |
|
| $ | (45,636 | ) |
| $ | - |
|
| $ | (45,636 | ) |
| $ | (0.40 | ) |
| December 31, 2021 |
|
| 3 |
|
|
| 298 |
|
|
| - |
|
|
| 298 |
|
|
| 0.00 |
|
| September 30, 2021 |
|
| 4 |
|
|
| 7,507 |
|
|
| - |
|
|
| 7,507 |
|
|
| 0.06 |
|
| June 30, 2021 |
|
| 9 |
|
|
| 4,060 |
|
|
| - |
|
|
| 4,060 |
|
|
| 0.03 |
|
| March 31, 2021 |
|
| 20 |
|
|
| 4,925 |
|
|
| - |
|
|
| 4,925 |
|
|
| 0.04 |
|
| December 31, 2020 |
|
| 26 |
|
|
| 5,306 |
|
|
| - |
|
|
| 5,468 |
|
|
| 0.05 |
|
| September 30, 2020 |
|
| 14 |
|
|
| 1,854 |
|
|
| 1,644 |
|
|
| 3,517 |
|
|
| 0.05 |
|
| June 30, 2020 |
|
| 19 |
|
|
| 1,771 |
|
|
| 963 |
|
|
| 2,915 |
|
|
| 0.04 |
|
5.1 Three months ended March 31, 2022 compared to three months ended March 31, 2021
During the three months ended March 31, 2022, the Company reported a net earnings of $45,636 and earnings per share of $0.40 compared to a total net loss of $4,925 and loss per share of $0.04 for the three months ended March 31, 2021. The significant drivers of changes from net loss to net income were as follows:
Operating expenses:
|
| · | Exploration and evaluation costs decreased to $1,272 for the three months ended March 31, 2022 compared to $3,688 for the three months ended March 31, 2021. The decrease resulted from the temporary pause on the 50,000m drilling program in the fourth quarter of 2021, with exploration activity in the first quarter of 2022 comprised of a geophysical survey, which commenced in February 2022. |
|
|
|
|
|
| · | Fees, salaries, and other employment benefits decreased to $758 for the three months ended March 31, 2022 compared to $1,261 for the three months ended March 31, 2021. The decrease in costs resulted from lower headcount and lower share-based compensation expense which was $367 for the first three months of 2022 as compared to $706 for the comparative period; |
|
|
|
|
|
| · | Legal and professional fees decreased to $236 for the three months ended March 31, 2022 compared to $917 for the three months ended March 31, 2021. The higher costs in the comparative period were primarily due to the preparation of the Company’s base shelf prospectus, with the final prospectus filed in May 2021, and compliance costs associated with the establishment of the new company; and |
|
|
|
|
|
| · | Marketing and investor relations costs decreased to $218 for the three months ended March 31, 2022 compared to $592 for the three months ended March 31, 2021. The decrease in costs was due to a reduction in marketing campaigns undertaken in the first quarter of 2022. |
Other income and expenses:
|
| · | A net gain of $48,390 recognized on the sale of Homestake Resources to Dolly Varden. The gain recognized was comprised of cash proceeds of $5,000 and the fair value of the 76,504,590 common shares of Dolly Varden, calculated based on the market value of the common shares on date of closing, net of transaction costs; |
|
|
|
|
|
| · | Net loss from associate of $449 comprising the Company’s share of Dolly Varden’s net loss from February 25, 2022 to March 31, 2022; and |
|
|
|
|
|
| · | Amortization of flow-through share premium of $403 for the three months ended March 31, 2022 as compared to $1,223 for the three months ended March 31, 2021, reflecting the lower exploration activity at Eau Claire in the first quarter of 2022. |
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 13 |
Income tax:
|
| · | The Company received $165 in refundable exploration tax credits during the three months ended March 31, 2022, as compared to $1,717 in the comparative period. |
5.2 Summary of project costs
During the three months ended March 31, 2022, the Company’s mineral properties decreased to $143,872 compared to $160,693 as at December 31, 2021, primarily due to the sale of the Homestake Ridge property to Dolly Varden, as described in Section 2.1.
|
|
| Quebec |
|
| Nunavut |
|
| British Columbia |
|
| Total |
| ||||
| Balance at December 31, 2021 |
| $ | 125,094 |
|
| $ | 19,139 |
|
| $ | 16,460 |
|
| $ | 160,693 |
|
| Sale of Homestake Ridge |
|
| - |
|
|
| - |
|
|
| (16,460 | ) |
|
| (16,460 | ) |
| Change in estimate of provision for site reclamation and closure |
|
| (195 | ) |
|
| (166 | ) |
|
| - |
|
|
| (361 | ) |
| Balance at March 31, 2022 |
| $ | 124,899 |
|
| $ | 18,973 |
|
| $ | - |
|
| $ | 143,872 |
|
During the three months ended March 31, 2022, the Company’s exploration expenditures were:
|
|
| Quebec |
|
| Nunavut |
|
| British Columbia |
|
| Total |
| ||||
| Assaying |
| $ | 162 |
|
| $ | 18 |
|
| $ | 2 |
|
| $ | 182 |
|
| Exploration drilling |
|
| 14 |
|
|
| - |
|
|
| - |
|
|
| 14 |
|
| Camp cost, equipment and field supplies |
|
| 131 |
|
|
| 58 |
|
|
| 10 |
|
|
| 199 |
|
| Geological consulting services |
|
| (24 | ) |
|
| 2 |
|
|
| - |
|
|
| (22 | ) |
| Geophysical analysis |
|
| 120 |
|
|
| - |
|
|
| - |
|
|
| 120 |
|
| Permitting, environmental and community costs |
|
| 29 |
|
|
| 59 |
|
|
| - |
|
|
| 88 |
|
| Expediting and mobilization |
|
| 2 |
|
|
| - |
|
|
| - |
|
|
| 2 |
|
| Salaries and wages |
|
| 443 |
|
|
| 14 |
|
|
| 1 |
|
|
| 458 |
|
| Fuel and consumables |
|
| 80 |
|
|
| - |
|
|
| - |
|
|
| 80 |
|
| Aircraft and travel |
|
| 19 |
|
|
| - |
|
|
| - |
|
|
| 19 |
|
| Share-based compensation |
|
| 130 |
|
|
| 1 |
|
|
| 1 |
|
|
| 132 |
|
| Total for the three months ended March 31, 2022 |
| $ | 1,106 |
|
| $ | 152 |
|
| $ | 14 |
|
| $ | 1,272 |
|
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 14 |
| Section 6: Financial position, liquidity, and capital resources |
|
|
| At March 31 2022 |
|
| At December 31 2021 |
| ||
| Cash |
| $ | 4,998 |
|
| $ | 3,259 |
|
| Restricted cash |
|
| 130 |
|
|
| 130 |
|
| Other assets |
|
| 2,771 |
|
|
| 2,936 |
|
| Mineral property interests |
|
| 143,872 |
|
|
| 160,693 |
|
| Investment in associate |
|
| 59,990 |
|
|
| - |
|
| Current liabilities |
|
| 4,097 |
|
|
| 5,116 |
|
| Non-current liabilities |
|
| 4,174 |
|
|
| 4,547 |
|
6.1 Financial position and liquidity
As at March 31, 2022, the Company had unrestricted cash of $4,998 (December 31, 2021 – unrestricted cash of $3,259), working capital surplus of $2,366 (December 31, 2021 – working capital deficit of $428), which the Company defines as current assets less current liabilities, and an accumulated deficit of $111,113 (December 31, 2021 – $156,749). The Company notes that the flow-through share premium liability which represents $2,721 (December 31, 2021 – $3,124) of current liabilities and included in working capital is not settled through cash payment. Instead, this balance is amortized against qualifying flow-through expenditures which are required to be incurred before December 31, 2022.
On February 25, 2022, the Company completed the sale of Homestake for cash proceeds of $5,000 and 76,504,590 common shares of Dolly Varden, which have a 12-month restriction on trading. The fair value of the common shares of Dolly Varden held by the Company at March 31, 2022 was $62,734, based on the trading market value of the Dolly Varden common shares at that date.
Subsequent to three months ended March 31, 2022, the Company completed a non-brokered private placement for gross proceeds of $11,000.
6.1.1 Contractual commitments
In the normal course of business, the Company enters into contracts that give rise to commitments for future minimum payments. The following table summarizes the remaining contractual maturities of the Company's financial liabilities and commitments as at March 31, 2022, shown in contractual undiscounted cashflows:
|
|
| Within 1 year |
|
| 2 to 3 years |
|
| Over 3 years |
|
| At March 31 2022 |
| ||||
| Accounts payable and accrued liabilities |
| $ | 1,266 |
|
| $ | - |
|
| $ | - |
|
| $ | 1,266 |
|
| Quebec flow-through expenditure requirements |
|
| 6,351 |
|
|
| - |
|
|
| - |
|
|
| 6,351 |
|
| Undiscounted lease payments |
|
| 184 |
|
|
| 377 |
|
|
| 16 |
|
|
| 577 |
|
| Total |
| $ | 7,801 |
|
| $ | 377 |
|
| $ | 16 |
|
| $ | 8,194 |
|
The Company entered into a drilling contract in November 2020, for which the Company has committed to drill a total of 50,000m. As at March 31, 2022, the Company remains obligated to drill a further 15,000m in Quebec. The expenditures for the remaining drilling metres will be applied against the flow-through expenditure requirements included in the table above.
Additionally, to maintain the Company’s properties in good standing order, the Company is required to make certain mineral claims payments on an annual or bi-annual basis. The Company estimates that $235 of payments arising on mineral claims and leases will be payable during the year ended December 31, 2022.
As well, the Company is committed to certain office rental expense in respect of shared head office premises as noted in section 8.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 15 |
6.1.2 Cash flows
|
|
| Three months ended March 31 |
| |||||
|
|
| 2022 |
|
| 2021 |
| ||
| Cash used in operating activities |
| $ | (2,698 | ) |
| $ | (3,860 | ) |
| Cash provided by (used in) investing activities |
|
| 4,483 |
|
|
| (1,258 | ) |
| Cash used in financing activities |
|
| (46 | ) |
|
| (28 | ) |
Operating activities:
|
| · | During the three months ended March 31, 2022, the Company used cash of $2,698 in operating activities compared to $3,860 during the three months ended March 31, 2021. The cash outflow for the current quarter was lower primarily due to the temporary pause on drilling in the fourth quarter of 2021 that extended into the first quarter of 2022, and a reduction in legal and professional fees. |
Investing activities:
|
| · | During the three months ended March 31, 2022, the Company provided cash by investing activities of $4,483 as compared to cash used in investing activities of $1,258 during the three months ended March 31, 2021. This increase in net cash inflow was primarily due to disposition of Homestake Resources in February 2022. The cash used in investing activities in the comparative period reflected the settlement of transaction fees for the acquisition of Eastmain in 2020. |
Financing activities:
|
| · | For the three months ended March 31, 2022 and 2021, cash used in financing activities primarily represented rental payments arising from the Toronto office lease. |
6.2 Capital resources
The Company proactively manages its capital resources and makes adjustments in light of changes in the economic environment and the risk characteristics of the Company’s assets. To effectively manage its capital requirements, the Company has in place a budgeting and cash management process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its current project plans and achieve its growth objectives. The Company ensures that there is sufficient liquidity available to meet its short-term business requirements, including contractual commitments, taking into account its anticipated cash outflows from exploration activities and its holdings of cash and marketable securities. The Company monitors and adjusts, when required, these exploration programs as well as corporate administrative costs to ensure that adequate levels of working capital are maintained.
As at the date of this MD&A, the Company expects its existing capital resources to support certain planned activities for the next 12 months at the Eau Claire project, which are set out herein, and short term contractual commitments. The Company’s ability to undertake further project expansionary plans is dependent upon the Company’s ability to obtain adequate financing in the future. While the Company has been successful at raising capital in the past, there can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 16 |
6.2.1 Financings and use of proceeds
April 2022 financing
On April 14, 2022, the Company completed a non-brokered private placement with two placees comprised of a Canadian corporate investor and a US institutional investor, for a Private Placement of 13.75 million common shares of the Company at a price of $0.80 per share for proceeds of $11,000. Proceeds from the Private Placement will be used to fund continued exploration at the Company’s Eau Claire project in Quebec and for general working capital.
October 2021 offering
The Company completed a non-brokered private placement on October 13, 2021 (“October 2021 Offering”) for gross proceeds of $5,596 which was closed in two tranches and consisted of 7,461,450 units priced at $0.75 per share. Each unit consisted of one common share of Fury Gold and one warrant entitling the holder to purchase one warrant share at a price of $1.20 for a period of three years. The expiry date of the warrants can be accelerated to 30 days with notice from the Company should the common shares trade after the expiry of the four-month hold period at a price equal to or greater than $1.50 for 20 consecutive trading days.
Share issue costs related to the October 2021 Offering totaled $211, which included $68 in commissions and $143 in other issuance costs. A reconciliation of the impact of the private placement on share capital is as follows:
|
|
| Number of common shares |
|
| Impact on share capital |
| ||
| Common shares issued at $0.75 per share |
|
| 7,461,450 |
|
| $ | 5,596 |
|
| Cash share issue costs |
|
| - |
|
|
| (211 | ) |
| Proceeds net of share issue costs |
|
| 7,461,450 |
|
| $ | 5,385 |
|
The proceeds of the October 2021 financing were used to fund exploration at Eau Claire and general working capital.
Exercise of share options and warrants
During the three months ended March 31, 2022, there were nil exercises of share options and warrants.
As at March 31, 2022, the share options and warrants outstanding were as follows:
|
|
| Share options outstanding | Share options exercisable |
| ||||||||||||||||||||
| Exercise price ($/option) |
| Number of shares |
|
| Weighted average exercise price ($/option) |
|
| Weighted average remaining life (years) |
|
| Number of shares |
|
| Weighted average exercise price ($/option) |
|
| Weighted average remaining life (years) |
| ||||||
| $0.56 – $1.95 |
|
| 4,604,003 |
|
|
| 1.17 |
|
|
| 2.62 |
|
|
| 2,422,128 |
|
|
| 1.33 |
|
|
| 2.44 |
|
| $2.05 – $5.31 |
|
| 3,180,203 |
|
|
| 2.17 |
|
|
| 3.34 |
|
|
| 2,865,828 |
|
|
| 2.19 |
|
|
| 3.31 |
|
| $7.54 – $9.86 |
|
| 131,268 |
|
|
| 7.88 |
|
|
| 0.17 |
|
|
| 131,268 |
|
|
| 7.88 |
|
|
| 0.17 |
|
|
|
|
| 7,915,474 |
|
|
| 1.69 |
|
|
| 2.86 |
|
|
| 5,419,224 |
|
|
| 1.94 |
|
|
| 2.84 |
|
| Expiry date |
| Warrants outstanding |
|
| Exercise price ($/share) |
| ||
| September 12, 2022 |
|
| 337,813 |
|
|
| 2.96 |
|
| October 6, 2024 |
|
| 5,085,670 |
|
|
| 1.20 |
|
| October 12, 2024 |
|
| 2,375,780 |
|
|
| 1.20 |
|
| Total |
|
| 7,799,263 |
|
|
| 1.28 |
|
As at May 12, 2022, there were 9,517,253 and 7,799,263 of share options and warrants outstanding, respectively, with a weighted average exercise price of $1.54 and $1.28, respectively.
6.3 Capital structure
Authorized: Unlimited common shares without par value.Unlimited preferred shares – nil issued and outstanding.
Number of common shares issued and outstanding as at March 31, 2022:125,720,950
Number of common shares issued and outstanding as at May 12, 2022: 139,470,950
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 17 |
| Section 7: Financial risk summary |
As at March 31, 2022, the Company’s financial instruments consist of cash, marketable securities, accounts receivable, deposits, and accounts payable and accrued liabilities. The fair values of these financial instruments, other than the marketable securities, approximate their carrying values due to their short term to maturity. Certain of the Company’s marketable securities, representing investments held in publicly traded entities, were classified as level 1 of the fair value hierarchy and measured at fair value using their quoted market price at period end. The remaining amount of the Company’s marketable securities were warrants held in respect of shares of other publicly traded entities. They were classified as level 2 of the fair value hierarchy and measured using an option pricing model.
The Company’s financial instruments are exposed to certain financial risks, primarily liquidity risk and market risk. Details of the primary financial risks that the Company is exposed to are available in the notes to the Company’s condensed interim consolidated financial statements for the three months ended March 31, 2022.
| Section 8: Related party transactions and balances |
Universal Mineral Services Ltd. (“UMS”) provides geological, financial, and transactional advisory services as well as administrative services to the Company on an ongoing, cost recovery basis. Having these services available through UMS, on an as needed basis, allows the Company to maintain a more efficient and cost-effective corporate overhead structure by hiring fewer full-time employees and engaging outside professional advisory firms less frequently. The agreement has an indefinite term and can be terminated by either party upon providing due notice. Prior to December 31, 2021, UMS was a private company with one director in common, Mr. Ivan Bebek. On December 31, 2021, Mr. Bebek resigned as a director of UMS, with Mr. Steven Cook assuming sole directorship of UMS. Subsequently, on April 1, 2022, the Company purchased a 25% share interest in UMS for nominal consideration. The remaining 75% of UMS is owned by three other junior resource issuers, who share a head office location.
All transactions with related parties have occurred in the normal course of operations. All amounts are unsecured, non-interest bearing, and have no specific terms of settlement, unless otherwise noted.
|
|
| Three months ended March 31 |
| |||||
|
|
| 2022 |
|
| 2021 |
| ||
| Universal Mineral Services Ltd. |
|
|
|
|
|
| ||
| Exploration and evaluation costs: |
|
|
|
|
|
| ||
| Quebec |
| $ | 46 |
|
| $ | 38 |
|
| Nunavut |
|
| 4 |
|
|
| 5 |
|
| British Columbia |
|
| 1 |
|
|
| 7 |
|
| Fees, salaries and other employee benefits |
|
| 46 |
|
|
| 10 |
|
| Legal and professional fees |
|
| 20 |
|
|
| 2 |
|
| Marketing and investor relations |
|
| 10 |
|
|
| 23 |
|
| Office and administration |
|
| 42 |
|
|
| 46 |
|
| Total |
| $ | 169 |
|
| $ | 131 |
|
The outstanding balance owing at March 31, 2022, was $73 (March 31, 2021 – $24) which is included in accounts payable. In addition, the Company had $150 on deposit with UMS as at March 31, 2022 (March 31, 2021 – $150) and $23 in current prepaids (March 31, 2021 – $nil) representing certain geological software licenses purchased on behalf of the Company by UMS, and which are amortized over twelve months.
On July 1, 2021, UMS commenced an office lease with a term of ten years, for which certain rent expenses will be payable by the Company. As at March 31, 2022, the Company expects to incur approximately $659 in respect of its share of future rental expense.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 18 |
Key management personnel
Key management personnel include Fury Gold’s board of directors and certain executive officers of the Company, including the Chief Executive Officer and Chief Financial Officer.
The remuneration of the Company’s key management personnel was as follows:
|
|
| Three months ended March 31 |
| |||||
|
|
| 2022 |
|
| 2021 (b) |
| ||
| Short-term benefits provided to executives (a) |
| $ | 232 |
|
| $ | 317 |
|
| Directors’ fees paid to non-executive directors |
|
| 47 |
|
|
| 52 |
|
| Share-based payments |
|
| 313 |
|
|
| 663 |
|
| Total |
| $ | 592 |
|
| $ | 1,032 |
|
(a) Short-term employee benefits include salaries, bonuses payable within twelve months of the date of the condensed interim consolidated statement of financial position, and other annual employee benefits.
(b) As a result of the acquisition of Eastmain and the formation of a new board of directors and management team, certain former key management personnel of the Company were provided with transition contracts to support the formation of Fury Gold until April 2021. For the three months ended March 31, 2021, $87 of short-term benefits and $54 of share-based payment expense were recognized in the condensed interim consolidated statement of loss and comprehensive loss in respect of these transition arrangements.
| Section 9: Critical accounting estimates and judgements |
The preparation of financial statements in conformity with IFRS requires management to select accounting policies and make estimates and judgments that may have a significant impact on the consolidated financial statements. Estimates are continuously evaluated and are based on management’s experience and expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes may differ from these estimates.
In preparing the Company’s condensed interim consolidated financial statements for the three months ended March 31, 2022, the Company applied the critical accounting estimates and judgements disclosed in note 5 of its consolidated financial statements for the year ended December 31, 2021.
New accounting standards and policies
The Company did not adopt any new accounting standards or policies during the quarter, and the accounting policies applied in preparing the Company’s condensed interim consolidated financial statements for the three months ended March 31, 2022 were consistent with those disclosed in note 3 of its consolidated financial statements for the year ended December 31, 2021.
New and amended standards not yet effective
Certain pronouncements have been issued by the IASB that are mandatory for accounting periods beginning after December 31, 2022. The Company has not early adopted any of these pronouncements, and they are not expected to have a significant impact in the foreseeable future on the Company's consolidated financial statements once adopted.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 19 |
| Section 10: Controls and procedures |
Disclosure controls and procedures
Disclosure controls and procedures (“DC&P”) are designed to provide reasonable assurance that information required to be disclosed in reports filed with, or submitted to, securities regulatory authorities is recorded, processed, summarized and reported within the time periods specified under Canadian and U.S. securities laws. As of December 31, 2021, an evaluation was carried out under the supervision of, and with the participation of, the Company's management, including the CEO and CFO, of the effectiveness of the Company's DC&P, as defined in the applicable Canadian and U.S. securities laws. Based on that evaluation, the CEO and CFO concluded that such DC&P are effective as of December 31, 2021. No changes have occurred in the Company’s DC&P during the three months ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s disclosure controls and procedures.
Internal control over financial reporting
Internal control over financial reporting (“ICFR”) includes those policies and procedures that:
|
| · | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
|
|
|
|
|
| · | provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and |
|
| · | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company assets, or incurring liabilities or other obligations that could have a material effect on the consolidated financial statements. |
It is management’s responsibility to establish and maintain adequate ICFR to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS.
The Company's management, including the Company’s CEO and CFO, assessed the effectiveness of the Corporation's ICFR as of December 31, 2021, based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that, as of December 31, 2021, the Company's ICFR was effective. No changes have occurred in the Company’s ICFR during the three months ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Additional disclosures pertaining to the Company’s management information circulars, material change reports, press releases, and other information are available on SEDAR at www.sedar.com.
On behalf of the Board of Directors,
| “Forrester A. Clark” |
|
|
|
|
|
|
| Forrester A. Clark
Chief Executive Officer
May 12, 2022
|
|
|
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three Months Ended March 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 20 |
EXHIBIT 99.3
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Forrester A. Clark, Chief Executive Officer of Fury Gold Mines Limited., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Fury Gold Mines Limited (the “issuer”) for the interim period ended March 31, 2022. |
|
|
|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
|
|
|
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
|
|
|
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
|
|
|
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
|
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that | |
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|
|
|
|
|
|
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
|
|
|
|
|
|
|
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
|
|
|
|
|
|
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. | |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is based on Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission. |
|
|
|
| 5.2 | ICFR – material weakness relating to design: NA |
|
|
|
| 5.3 | Limitation on scope of design: NA |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2022 and ended on March 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: May 12, 2022
Signed “Forrester A. Clark”
_______________________
Forrester A. Clark
Chief Executive Officer
EXHIBIT 99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Lynsey Sherry, Chief Financial Officer of Fury Gold Mines Limited, certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Fury Gold Mines Limited (the “issuer”) for the interim period ended March 31, 2022. |
|
|
|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
|
|
|
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
|
|
|
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
|
|
|
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
|
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
|
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
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|
|
|
|
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
|
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is based on Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission. |
|
|
|
| 5.2 | ICFR – material weakness relating to design: NA |
|
|
|
| 5.3 | Limitation on scope of design: NA |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2022 and ended on March 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: May 12, 2022
Signed “Lynsey Sherry”
_______________________
Lynsey Sherry
Chief Financial Officer