Fury Gold Mines Ltd 6-K, filed Dec 6, 2021
Fury Gold Mines Ltd (FURY)
6-K
2021-12-06
For: 2021-12-06
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April 10, 2026
About this 6-K
Fury Gold Mines Ltd filed this 6-K on December 6, 2021.
UNITED
STATES
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 December
2021
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 [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
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Press Release dated December 6,
2021
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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: December 6, 2021
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By:
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/s/ Lynsey
Sherry
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Lynsey Sherry
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Chief Financial Officer
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Exhibit 99.1
Dolly Varden and Fury to Consolidate Emerging Canadian Silver-Gold
District in the Golden Triangle
Vancouver, BC - December 6, 2021
– Dolly Varden Silver
Corporation (“Dolly Varden”) (TSXV: DV) (OTCQX: DOLLF) and
Fury Gold Mines
Ltd (“Fury”) (TSX: FURY) (NYSE American: FURY) are
pleased to announce that the companies have entered into a
definitive agreement dated December 6, 2021 (the “Purchase
Agreement”) pursuant to
which Dolly Varden will acquire from Fury, through the acquisition
of Fury’s wholly-owned subsidiary, a 100% interest in the
Homestake Ridge gold-silver project (“Homestake
Project”), located
adjacent to the Dolly Varden Project (“DV Project” and together with the Homestake Project,
the “Kitsault Valley
Project”) in the
Golden Triangle, British Columbia (the “Transaction”).
The Homestake Project hosts a resource estimated to contain 165,993
ounces of gold and 1.8 million ounces of silver in the Indicated
category and 816,719 ounces of gold and 17.8 million ounces of
silver in the Inferred category (refer to further resource
disclosure at the end of this release) within a 7,500 hectare land
package located contiguous to and northwest of the DV Project. The
close proximity of the deposits that make up the current mineral
resource estimates, combined with common infrastructure in the
region, is expected to generate substantial co-development
synergies as these deposits are advanced in combination. The
Transaction values the Homestake Project at CAD$50 million for
which Dolly Varden will pay $5 million in cash and issue 76,504,590
Dolly Varden common shares to Fury, as further described
below.
Transaction Highlights
●
Combined
mineral resource base of 34.7 million ounces of silver and 166
thousand ounces of gold in the Indicated category and 29.3 million
ounces of silver and 817 thousand ounces of gold in the Inferred
category, solidifying the Kitsault Valley Project as among the
largest high-grade, undeveloped precious metal assets
in Western Canada.
●
Consolidation
of two adjacent projects, allowing for numerous potential
co-development opportunities with capital and operating
synergies.
●
Exposure to a large and highly prospective land
package, with potential to further expand resources through
additional exploration along a combined 15 km strike-length
within a 163 km2 consolidated
land package.
●
Transformative
scale to enhance investor visibility and peer group
positioning.
●
Previous
stand-alone Homestake Project preliminary economic assessment
produced an after-tax net present value of USD$173 million and an
internal rate of return of 32% at US$1,620 per ounce gold price and
US$14.40 per ounce silver price. The study estimated a total of
590,040 ounces of gold equivalent production over a 13 years
initial mine life at an all-in sustaining costs per ounce gold of
US$670.
●
Fury
to have board representation in Dolly Varden and agrees to
voluntary share sale restrictions.
Shawn Khunkhun, CEO & Director of Dolly Varden, commented
“We are excited to combine two adjacent precious metals
projects located in one of the world’s top mining
jurisdictions. We expect that this combination will result in
significant synergies in the areas of exploration, development,
permitting and production. Upon completion of the Transaction, we
look forward to continued engagement with Indigenous and community
partners to ensure the responsible development of this compelling
new project.”
Tim Clark, CEO & Director of Fury, further added “The
commercial logic behind the combination of these two adjacent
assets is very strong. We are delighted to cooperate with the Dolly
Varden team and are very excited to be part of this regional
consolidation in British Columbia. Combining our Homestake
Project with the DV Project creates an attractive opportunity to
immediately establish shareholder value through the potential
synergies that result from their regional proximity. We look
forward to having our shareholders benefit from the exciting growth
and development of the Kitsault Valley Project, and to Fury
becoming a partner and significant shareholder of Dolly
Varden.”
Ivan Bebek, Chair and Director of Fury commented “The
decision to vend Homestake is a difficult one given the exploration
upside and our positive outlook for the commodity markets. However,
we feel that bringing the two projects together is clearly the best
path forward and are very excited to be partnering with the team at
Dolly Varden. This transaction also simplifies Fury’s
portfolio which coincides with recent positive drill results from
both of Fury’s Quebec and Nunavut assets.”
Transaction Details
Under to the Purchase Agreement, Dolly Varden has agreed to acquire
Fury’s wholly-owned subsidiary, Homestake Resource
Corporation, which owns a 100% interest in the Homestake Project in
exchange for a $5 million cash payment and the issuance of
76,504,590 common shares of Dolly Varden. Upon completion of the
Transaction, Fury will own approximately 36.9% of Dolly Varden on
an outstanding basis. The Transaction is subject to a number of
closing conditions, including the receipt of TSX Venture Exchange
(“TSXV”) approval and the satisfaction of certain
other closing conditions customary for a transaction of this
nature. The Transaction is also subject to approval by a simple
majority of the votes cast by Dolly Varden shareholders at a Dolly
Varden shareholders meeting. Dolly Varden expects to hold a special
meeting of shareholders in February 2022 to consider the
Transaction. The Transaction is an arm’s-length transaction
under the rules of the TSXV.
Dolly Varden and Fury will enter into an investor rights agreement
(the “Investor Rights
Agreement”) on completion
of the Transaction pursuant to which Fury shall have the right to
appoint two nominees to the Dolly Varden board so long as Fury owns
greater than 20% of the Dolly Varden shares outstanding. Should
Fury own greater than 10% of the Dolly Varden shares outstanding,
Fury shall have the right to appoint one nominee to the Dolly
Varden board. Additionally, the shares issued to Fury shall be
subject to a one-year hold period. The Investor Rights Agreement
shall also contain certain customary re-sale restrictions, voting
and standstill conditions, and participation rights as agreed
between Dolly Varden and Fury.
The Purchase Agreement also includes certain representations,
warranties, covenants, indemnities and conditions that are
customary for a transaction of this nature. A termination fee of $2
million may be payable by Dolly Varden to Fury if the Transaction
is not approved by Dolly Varden shareholders due to a competing
proposal being made or announced before the Dolly Varden
shareholder meeting and Dolly Varden is subsequently acquired by
the third party under such competing proposal.
Further information regarding the Transaction will be contained in
a management information circular to be prepared by Dolly Varden
and mailed to shareholders of Dolly Varden in connection with the
special meeting of shareholders to be held by Dolly Varden to
consider the Transaction and related matters. All shareholders of
Dolly Varden are urged to read the information circular once
available, as it will contain important additional information
concerning the Transaction.
Dolly Varden Board Recommendations and Voting Support
The Purchase Agreement has been unanimously approved by the board
of directors of both Dolly Varden and Fury. The Dolly Varden board
of directors recommend that Dolly Varden shareholders vote in
favour of the Transaction.
All of the directors and officers of Dolly Varden and certain
shareholders of Dolly Varden, including Eric Sprott, holding in
aggregate 18.2% of the issued
and outstanding common shares of Dolly Varden, have entered into
customary voting support agreements agreeing to vote in favour of
the Transaction.
Haywood Securities Inc. has provided a fairness opinion to the
board of directors of Dolly Varden that, as of the date thereof,
and based upon and subject to the assumptions, limitations and
qualifications stated therein, the consideration to be paid by
Dolly Varden to Fury under the Agreement is fair, from a financial
point of view, to Dolly Varden.
Conference Call and Webcast
A joint webcast will be held by management of both Dolly Varden and
Fury to discuss the Transaction on Monday, December 6th,
2021 at 10 a.m. Pacific time / 1 p.m. Eastern
time. Shareholders, analysts, investors and media are invited to
join the live webcast by registering using the following
link: http://services.choruscall.ca/links/dollyvardensilver20211206.html
A presentation to accompany the conference call and webcast can be
accessed via either the Dolly Varden or Fury websites at
www.dollyvardensilver.com
or www.furygoldmines.com.
A replay of the joint webcast will be available on both websites
following the conclusion of the call.
Advisors and Counsel
Haywood Securities Inc. is acting as financial advisor to Dolly
Varden. Stikeman Elliott LLP is acting as legal counsel to Dolly
Varden.
Minvisory Corp. is acting as financial advisor to Fury. McMillan
LLP is acting as legal counsel to Fury.
Qualified Persons
The technical information contained in this news release relating
to Dolly Varden has been approved by [Rob van Egmond, P. Geo, Chief
Geologist for Dolly Varden], who is a “qualified
person” within the meaning of National Instrument 43-101
- Standards of Disclosure for
Mineral Projects.
The technical information contained in this news release relating
to Fury has been approved by [Michael Henrichsen, P. Geo, SVP of
Exploration at Fury], who is a “qualified person”
within the meaning of National Instrument 43-101
- Standards of Disclosure for
Mineral Projects.
About Dolly Varden Silver Corporation
Dolly Varden Silver Corporation is a mineral exploration company
focused on exploration in northwestern British Columbia. Dolly
Varden has two projects, the namesake Dolly Varden silver property
and the nearby Big Bulk copper-gold property. The Dolly Varden
property is considered to be highly prospective for hosting
high-grade precious metal deposits, since it comprises the same
structural and stratigraphic setting that host numerous other
high-grade deposits (Eskay Creek, Brucejack). The Big Bulk property
is prospective for porphyry and skarn style copper and gold
mineralization similar to other such deposits in the region (Red
Mountain, KSM, Red Chris).
Technical Disclosure
Homestake Resource Estimate:
The Homestake resource estimate is based on the technical report
with an effective date of May 29, 2020, as amended and restated
June 24, 2020 and titled, "Technical Report, Updated Mineral
Resource Estimate and Preliminary Economic Assessment on the
Homestake Ridge Gold Project, Skeena Mining Division, British
Columbia" which was filed and is available on Fury’s SEDAR
profile at www.sedar.com.
The report has been prepared in accordance with NI 43-101,
Companion Policy 43-101CP to NI 43-101, and Form 43-101F of NI
43-101.
Mineral resources are estimated at a cut-off grade of 2.0 g/t gold
equivalent.
Gold equivalent values were calculated using a long-term gold price
of US$1,300 per ounce, silver price at US$20 per ounce and copper
price at US$2.50 per pound and an exchange rate of US$1.00=C$1.20.
The gold equivalent calculation included provisions for
metallurgical recoveries, treatment charges, refining costs and
transportation.
Dolly
Varden Resource Estimate:
The Dolly Varden resource estimate is based on the technical report
with an effective date of May 8, 2019, and titled, "Technical
Report and Mineral Resource Update for the Dolly Varden Property,
British Columbia, Canada" which was filed and is available on Dolly
Varden’s SEDAR profile at www.sedar.com.
The report has been prepared in accordance with NI 43-101,
Companion Policy 43-101CP to NI 43-101, and Form 43-101F of NI
43-101.
A 150 g/t silver cut-off was chosen to reflect conceptual
underground mining and processing cut-off grade.
Mineral Resources are not Mineral Reserves. Mineral resources which
are not mineral reserves do not have demonstrated economic
viability. There has been insufficient exploration to define the
inferred resource as an indicated or measured mineral resource, and
it is uncertain if further exploration will result in upgrading the
resource to a measured resource category. There is no guarantee
that any part of the mineral resource discussed herein will be
converted into a mineral reserve in the future.
About Fury Gold Mines Limited
Fury Gold Mines Limited is a Canadian-focused exploration and
development company positioned in three prolific mining regions
across the country. Led by a management team and board of directors
with proven success in financing and developing mining assets, Fury
will aggressively grow and advance its multi-million-ounce gold
platform through careful project assessment and exploration
excellence. Fury is committed to upholding the highest industry
standards for corporate governance, environmental stewardship,
community engagement and sustainable mining. For more information
on Fury Gold Mines, visit www.furygoldmines.com.
Dolly Varden Contact Information
Shawn Khunkhun, CEO & Director
1-604-602-1440
www.dollyvardensilver.com
Fury Contact Information
Salisha Ilyas, Vice President, Investor Relations
1-437-500-2529
www.furygoldmines.com
Forward-Looking Statements
This release includes certain statements that may be deemed to be
“forward-looking statements”. All statements in this
release, other than statements of historical facts, that address
events or developments that management of Dolly Varden and Fury
expect, are forward-looking statements. Actual results or
developments may differ materially from those in forward-looking
statements. Dolly Varden and Fury disclaim any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
save and except as may be required by applicable securities
laws.
These statements in this release include: the anticipated benefits
of the Transaction to Dolly Varden, Fury and their shareholders;
the timing and anticipated receipt of required regulatory and
shareholder approvals for the Transaction; the ability of Dolly
Varden and Fury to satisfy the conditions to, and to complete, the
Transaction as proposed;the holding of the Dolly Varden shareholder
meeting; the anticipated timing of the mailing of the information
circular regarding the Transaction and of the closing of the
Transaction; the ability to achieve synergies, the quantity and
grade of the gold and silver resources and the ability to expand
resources through the exploration of a combined
projects.
In respect of the forward-looking information concerning the
anticipated completion of the proposed Transaction and the
anticipated timing thereof, Dolly Varden and Fury have provided
them in reliance on certain assumptions that they believe are
reasonable at this time, including assumptions as to the time
required to prepare and mail shareholder meeting materials,
including the required information circular; the ability of the
parties to receive, in a timely manner, the necessary regulatory
and shareholder approvals; and the ability of the parties to
satisfy, in a timely manner, the other conditions to the closing of
the Transaction. These dates may change for a number of reasons,
including unforeseen delays in preparing meeting materials,
inability to secure necessary shareholder, regulatory or other
approvals in the time assumed or the need for additional time to
satisfy the other conditions to the completion of the Transaction.
Accordingly, readers should not place undue reliance on the
forward-looking information contained in this news release
concerning these times.
Since forward-looking information address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These
include, but are not limited to, the risk that the Transaction may
not close when planned or at all or on the terms and conditions set
forth in the Purchase Agreement; the failure to obtain the
necessary shareholder and regulatory approvals required in order to
proceed with the Transaction; the synergies expected from the
Transaction not being realized; business integration risks;
operational risks in development, exploration and production for
precious metals; delays or changes in plans with respect to
exploration or development projects or capital expenditures; the
uncertainty of resource estimates; health, safety and environmental
risks; gold price and other commodity price and exchange rate
fluctuations; environmental risks; competition; incorrect
assessment of the value of acquisitions; ability to access
sufficient capital from internal and external sources; and changes
in legislation, including but not limited to tax laws, royalties
and environmental regulations.
Actual results, performance or achievement could differ materially
from those expressed in, or implied by, the forward-looking
information and, accordingly, no assurance can be given that any of
the events anticipated by the forward looking information will
transpire or occur, or if any of them do so, what benefits may be
derived therefrom and accordingly, readers are cautioned not to
place undue reliance on the forward looking
information.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX-V)
accepts responsibility for the adequacy or accuracy of this news
release.