Fury Gold Mines Ltd 6-K, filed Oct 2, 2020
Fury Gold Mines Ltd (FURY)
6-K
2020-10-02
For: 2020-10-02
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Added on
April 10, 2026
About this 6-K
Fury Gold Mines Ltd filed this 6-K on October 2, 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
Material
Change Report
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 2,
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
FORM 51-102F3
MATERIAL CHANGE REPORT
1. NAME
AND ADDRESS OF COMPANY
Auryn
Resources Inc. (“Auryn” or the “Company”)
1199
West Hastings Street, Suite 600
Vancouver, British
Columbia, Canada, V6E 3T5
2. DATE
OF MATERIAL CHANGE
September 24,
2020.
3. NEWS
RELEASE
A joint
news release of Auryn and Eastmain Resources Inc.
(“Eastmain”) was
disseminated on September 24, 2020 through Issuer Direct and was filed on SEDAR under
the Company’s corporate profile at www.sedar.com.
4. SUMMARY
OF MATERIAL CHANGES
Auryn
and Eastmain are pleased to jointly announce that Auryn has today
completed the equity financing announced August 31, 2020 by raising
C$23 million through the issuance of 7,750,000 subscription
receipts (the “Subscription
Receipts”).
5. FULL
DESCRIPTION OF MATERIAL CHANGES
5.1 Full
Description of Material Change:
Auryn
and Eastmain are pleased to jointly announce that Auryn has today
completed the equity financing announced August 31, 2020 by raising
C$23 million through the issuance of 7,750,000 subscription
receipts.
The
bought-deal financing was co-led by Canaccord Genuity Corp. and
Beacon Securities Limited. The Subscription Receipts will be
exchanged for common shares of Fury Gold (as defined below)
concurrently with the release of the escrowed proceeds from the
sale of the Subscription Receipts as the final step of the
previously announced plan of arrangement transactions pursuant to
which Auryn is reorganized and acquires Eastmain (the
“Transaction”).
Under the Transaction, Auryn will acquire Eastmain after spinning
out Auryn’s Peruvian assets into two new companies and
distributing the shares of those new companies to Auryn
shareholders. The Transaction will also create Fury Gold Mines
Limited (“Fury
Gold”), a leading developer of Canadian gold projects.
The sale of the Subscription Receipts fulfills a principal closing
condition for the Transaction.
Of the
Subscription Receipts sold, 5,000,000 were flow-through at a price
of C$3.50 each and will be exchanged for Fury Gold common shares
designated as “flow-through shares”, while 2,750,000
Subscription Receipts were sold as non-flow-through and will be
exchanged for Fury Gold common shares. Pricing of the Subscription
Receipts is reflective of Auryn’s Peruvian assets being
spun-out to Auryn shareholders prior to the Subscription Receipts
being exchanged for Fury Gold shares. The Fury Gold
“flow-though shares” will be identical to its ordinary
common shares, except that they will provide certain Canadian
income tax deductions to the buyers related to the use of the
proceeds for mineral exploration in Quebec.
Further
details regarding the Transaction, including its principal
completion conditions can be found in each of the Company’s
and Eastmain’s management information circulars dated
September 3, 2020 and filed under each of their profiles at
www.sedar.com.
5.2
Disclosure for Restructuring Transactions:
Not
applicable.
6. RELIANCE
ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102
Not
applicable.
7. OMITTED
INFORMATION
Not
applicable.
8. EXECUTIVE
OFFICER
Shawn
Wallace
President and Chief
Executive Officer
Auryn
Resources Inc.
(778)
729-0060
www.aurynresources.com
9. DATE
OF REPORT
October
1, 2020.
Forward Looking Information and Additional Cautionary
Language
This
material change report 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 expected closing
date and the benefits of the Transaction, and the use of proceeds
from the sale of the Subscription Receipts. 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 the Company'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 the
Company's registration statement on Form 40-F filed with the United
States Securities and Exchange Commission and available at
www.sec.gov.