Fury Gold Mines Ltd 6-K, filed Oct 5, 2020
Fury Gold Mines Ltd (FURY)
6-K
2020-10-05
For: 2020-10-05
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Added on
April 10, 2026
About this 6-K
Fury Gold Mines Ltd filed this 6-K on October 5, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF
1934
For the month of October 2020
Commission File No.
001-38145
Auryn Resources
Inc.
(Translation of registrant's name into English)
(Translation of registrant's name into English)
Suite 600, 1199 West Hastings
Street
Vancouver, British Columbia, V6E 3T5 Canada
(Address of principal executive office)
Vancouver, British Columbia, V6E 3T5 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 [X]
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) [ ]
SUBMITTED
HEREWITH
Exhibits
Press
Release - Auryn and Eastmain
Securityholders Overwhelmingly Approve the Auryn Reorganization and
Eastmain Acquisition
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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AURYN RESOURCES INC.
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Date: October 5,
2020
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By:
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/s/ Elizabeth
Senez
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Elizabeth
Senez
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Interim
Chief Financial Officer
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Exhibit 99.1
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Auryn and Eastmain Securityholders Overwhelmingly
Approve
the Auryn Reorganization and Eastmain Acquisition
Vancouver
& Toronto, Canada – October 5, 2020 – Auryn
Resources Inc. (TSX: AUG, NYSE American: AUG) (“Auryn”) and Eastmain Resources
Inc. (TSX: ER) (“Eastmain”) are pleased to jointly
announce that securityholders of both companies voted today at
special meetings to approve their respective plans of arrangement
pursuant to which Auryn will spin out its Peruvian assets and
immediately thereafter acquire Eastmain (the “Transaction”). Voting support for
the Transaction was in excess of 99% of the securities voted for each
Company. Shareholder participation was 63.97% for Auryn and 40.03% for Eastmain. The remaining
principal condition to the completion of the Transaction is
obtaining the final orders of the British Columbia Supreme Court
and Ontario Superior Court of Justice at hearings which are
scheduled for October 7, 2020.
Pursuant
to the Transaction, Auryn will acquire Eastmain after spinning out
its Peruvian assets into two new companies and distributing the
shares of those new companies to Auryn’s shareholders. The
Transaction will also create Fury Gold Mines Limited
(“Fury Gold”), a
leading developer of Canadian gold projects.
A Message from Ivan Bebek, Executive Chairman & Director of
Auryn:
“On
behalf of the board and team at Auryn, I would like to thank all
our securityholders for support of our plan to create three
significant opportunities to unlock considerable value across our
portfolio of high-quality projects. The three companies will offer
premier growth and exploration opportunities in gold, copper and
silver as we head into a robust commodity
market.”
A Message from Blair Schultz, Interim President & CEO of
Eastmain:
“The Eastmain management and board would like to thank
our shareholders for their support. We are excited to create Fury
Gold Mines and eager for this future developer to establish itself
as a premier Canadian focused mining company.”
Auryn Annual and Special Meeting Results
The
detailed voting results from the Auryn meeting are as
follows:
Special Resolutions Relating to Transaction
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Votes For
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Votes For (%)
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Votes Against
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Votes Against (%)
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Reorganization
Arrangement (by holders of Auryn common shares)
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52,959,236
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99.57%
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228,963
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0.43%
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Reorganization
Arrangement (by holders of Auryn common shares, options and
warrants)
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58,867,361
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99.61%
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228,963
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0.39%
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Eastmain
Acquisition
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53,003,525
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99.65%
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184,675
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0.35%
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Equity
Financing*
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52,944,903
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99.54%
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243,297
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0.46%
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*Shareholders
holding 3,557,500 shares were excluded from this vote on account of
having an interest in the financing shares.
Number of Directors
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Votes For
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Votes For (%)
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Votes Against
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Votes Against (%)
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Set the
number of directors of the Company at eight (8)
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52,933,312
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99.52%
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254,888
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0.48%
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Election of Directors
The
voting results for the election of directors are as
follows:
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Name of Nominee
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Votes For
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Votes For (%)
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Votes Withheld/Abstain
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Votes
Withheld/
Abstain
(%)
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Shawn
Wallace1
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53,043,933
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99.73%
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144,207
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0.27%
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Ivan
James Bebek
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53,028,898
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99.70%
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159,302
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0.30%
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Gordon
J. Fretwell1
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53,036,054
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99.71%
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152,146
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0.29%
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Steve
Cook
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53,035,076
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99.71%
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153,124
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0.29%
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Jeffrey
R. Mason
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53,029,320
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99.70%
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158,880
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0.30%
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Antonio
Arribas1
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53,030,612
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99.70%
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157,588
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0.30%
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Alison
Sagateh Williams
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53,027,162
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99.70%
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161,038
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0.30%
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Mike
Timmins
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53,018,050
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99.68%
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170,150
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0.32%
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1Following the final
approvals and completion of the Reorganization Arrangement and the
Eastmain Acquisition, these Directors will retire to allow the new
appointments of Michael Hoffman and Blair Schultz to the Board of
Fury Gold Mines.
There
were 16,044,485 non-votes recorded (but not voted) for each
resolution, other than the appointment of auditors. Non-votes are
discretionary votes given to a broker by a US beneficial holder,
but such votes are not allowed under Canadian Securities
Regulations.
Additional Resolutions
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Votes For
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Votes For (%)
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Votes Against
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Votes Against (%)
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Renewal
of Rolling Share Option Plan
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52,325,718
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98.38%
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862,481
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1.62%
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Adoption
of New Corporate Articles
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52,274,691
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98.28%
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913,508
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1.72%
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Eastmain Special Meeting Results
The
details voting results from the Eastmain meeting are as
follows:
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Votes For
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Votes For (%)
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Votes Against
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Votes Against (%)
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Arrangement
Resolution (by holders of Eastmain common shares)
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115,319,317
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99.14%
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1,003,100
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0.86%
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Arrangement
Resolution (by holders of Eastmain common shares, options and
warrants)
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131,240,486
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99.24%
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1,003,100
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0.76%
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Arrangement
Resolution (majority of the minority)
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109,888,572
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99.10%
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1,003,100
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0.90%
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Detailed
voting results on the matters submitted to Auryn’s and
Eastmain’s securityholders at the respective meetings have
also been reported on each of Auryn’s and Eastmain’s
profiles at www.sedar.com.
Further
details regarding the Transaction, including its principal
completion conditions can be found in each of Auryn’s and
Eastmain’s management information circulars dated September
3, 2020 and filed under each of their profiles at www.sedar.com.
ON
BEHALF OF THE BOARD OF DIRECTORS OF AURYN RESOURCES
INC.
Ivan Bebek
Executive
Chairman and Director
ON
BEHALF OF THE BOARD OF DIRECTORS OF EASTMAIN RESOURCES
INC.
Blair Schultz
Interim President and CEO
For
further information please contact:
Auryn
Resources
Natasha
Frakes, Manager of Corporate Communications
778-729-0600
info@aurynresources.com
Eastmain
Resources
Blair
Schultz, Interim President and CEO
647-347-3735
bschultz@eastmain.com
About Auryn
Auryn
Resources Inc. is a technically-driven, well-financed junior
exploration company focused on finding and advancing globally
significant precious and base metal deposits. Auryn built a
portfolio of six projects in Canada and Peru containing gold,
silver and copper resources and exploration targets. On July
29, 2020, Auryn announced its intention to spin out its
Peruvian assets into two new companies and acquire Eastmain,
creating a Canadian gold-focused exploration and development
company to be renamed as Fury Gold Mines Limited.
Auryn’s two flagship Canadian properties are the Committee
Bay gold project in Nunavut and Homestake gold project in British
Columbia for which an amended preliminary economic assessment was
filed effective June 24, 2020. Upon closing of
the Transaction, Fury Gold’s three core assets will
comprise of Eau Claire in Quebec, Committee Bay and Homestake
Ridge. Auryn shareholders, invested prior to the completion of
the Transaction, will become shareholders of Fury Gold
and will also receive shares in the two
new Canadian spin out companies, one holding the Sombrero
copper-gold project, and the other holding both the Curibaya
silver-gold project and Huilacollo gold project. Auryn's technical
and management teams have an impressive track-record of
successfully monetizing assets for all stakeholders and local
communities in which it operates. Auryn conducts itself to the
highest standards of corporate governance and sustainability. For
more information on Auryn and the Transaction, please
visit www.aurynresources.com.
About Eastmain
Eastmain
is a Canadian exploration company operating in the Eeyou Istchee
emerging James Bay gold camp in Québec. Eastmain holds a
100%-interest in the Clearwater Property, host of the Eau Claire
Project, for which it issued a Preliminary Economic Assessment in
May 2018, and the Percival Discovery made in November 2018.
Eastmain is also the operator of the Éléonore South Joint
Venture, located immediately south of Newmont’s
Éléonore Mine, which hosts the Moni/Contact Trend
Discovery (2017).
Forward Looking Information and Additional Cautionary
Language
This
release includes certain statements that may be deemed
"forward-looking statements". Forward looking information is
information that includes implied future performance and/or
forecast information including information relating to or
associated with the Transaction, including the completion of the
Transaction. These statements involve known and unknown risks,
uncertainties and other factors which may cause actual results,
performance or achievements of the Company to be materially
different (either positively or negatively) from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Readers should refer to the risks
discussed in Auryn’s Annual Information Form and MD&A for
the year ended December 31, 2019 and subsequent continuous
disclosure filings with the Canadian Securities Administrators
available at www.sedar.com and Auryn’s registration statement
on Form 40-F filed with the United States Securities and Exchange
Commission and available at www.sec.gov and in
Eastmain’s Annual Information Form and MD&A for the year
ended October 31, 2019 and continuous disclosure filings available
at www.sedar.com.
The
Toronto Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this
release.
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Auryn Resources Inc.
TSX: AUG NYSE American: AUG
www.aurynresources.com
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Eastmain Resources Inc.
TSX: ER
www.eastmain.com
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