Fury Gold Mines Ltd 6-K, filed May 28, 2024

Fury Gold Mines Ltd (FURY)

6-K 2024-05-28 For: 2024-06-26

View Original

Added on April 10, 2026

About this 6-K

Fury Gold Mines Ltd filed this 6-K on May 28, 2024.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Exhibits

99.1	News release dated May 23, 2024 - Fury Announces C$5 Million Financing

99.2	Notice of Annual General Meeting of Shareholders to be held on June 26, 2024

99.3	Management Information Circular dated May 14, 2024

99.4	Form of Proxy

Fury Gold Mines Limited	TSX: FURY NYSE American: FURY
1630 - 1177 West Hastings Street, Vancouver, BC, Canada V6E 2K3	www.furygoldmines.com

Fury Gold Mines Limited	TSX: FURY NYSE American: FURY
1630 - 1177 West Hastings Street, Vancouver, BC, Canada V6E 2K3	www.furygoldmines.com

Fury Gold Mines Limited	TSX: FURY NYSE American: FURY
1630 - 1177 West Hastings Street, Vancouver, BC, Canada V6E 2K3	www.furygoldmines.com

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS	1
Notice-and-Access	1
Virtual Meeting	3
MANAGEMENT INFORMATION CIRCULAR	1
GENERAL PROXY INFORMATION	1
Solicitation of Proxies	1
How to Obtain Paper Copies of the Information Circular	2
RECORD DATE AND QUORUM	3
VOTE USING THE FOLLOWING METHODS PRIOR TO THE MEETING	4
HOW TO VOTE YOUR SHARES	5
How to Vote if You Are a Registered Shareholder	5
How To Change Your Vote/Revoke Your Proxy if You Are a Registered Shareholder	6
How to Vote if You Are a Non-Registered Shareholder	7
How to Change Your Vote if You Are a Non-Registered Holder	7
VOTES NECESSARY TO PASS RESOLUTIONS	7
Election of Directors	7
Appointment of Auditor	7
PROXYHOLDER MATTERS	8
Completing the Form of Proxy	8
How Proxyholders Will Vote	8
Shareholders Can Choose any Person or Company as their Proxyholder	9
NOTICE TO SHAREHOLDERS IN THE UNITED STATES	9
VOTING SECURITIES AND PRINCIPAL HOLDERS	9
FINANCIAL STATEMENTS	10
ELECTION OF DIRECTORS	10
Advance Notice Provisions	10
Number of Directors	10
Management Director Nominees	10
Cease Trade Orders and Bankruptcy	17
APPOINTMENT OF AUDITOR	18
Audit Committee and Relationship with Auditor	18
CORPORATE GOVERNANCE	19
General	19

Mandate of the Board of Directors	19
Board of Directors and Board Committees	19
Composition of the Board	19
Other Directorships	20
Committees of the Board	21
Director Evaluations	23
Director Term Limits	24
Representation of Women on the Board and Senior Management	24
Position Descriptions	25
Director Meeting Attendance Record	25
Orientation and Continuing Education	26
Ethical Business Conduct	26
Nomination of Directors	26
Assessments	27
Majority Voting Policy	27
Corporate Disclosure Policy	27
STATEMENT OF EXECUTIVE COMPENSATION	28
Named Executive Officers	28
Compensation Discussion and Analysis	29
Long-Term Equity Based Incentive Plan ("LTI Plan")	30
Performance Graph	31
Summary Compensation Table	32
Incentive Plan Awards	33
Pension Plan	35
Termination and Change of Control Benefits	35
Director Compensation	37
Securities Authorized for Issuance Under Current Equity Compensation Plan	38
Equity Burn Rate	40
Indebtedness of Directors and Executive Officers	40
Interest of Informed Persons in Material Transactions	40
Management Contracts and Universal Mineral Services Ltd	41
ADDITIONAL INFORMATION	41
NO OTHER MATTERS	42

	IF YOU HAVE RECEIVED PROXY FROM WITH A VOTER ID and MEETING ACCESS CODE FROM AGM CONNECT		IF YOU HAVE RECEIVED A PROXY OR VIF WITH A 16-DIGIT CONTROL NUMBER FROM AN INTERMEDIARY
Voting Method	Registered Shareholders (your securities are held in your name in a physical certificate or DRS statement)	Non-Registered Shareholders (your shares are held with a broker, bank or other intermediary)	Non-Registered Shareholders (your shares are held with a broker, bank or other intermediary)
Internet	Login to https://app.agmconnect.com Using the Meeting Access Code and Voter ID provided to you complete the form to Submit Proxy		Go to www.proxyvote.com Enter the 16- digit control number printed on the VIF and follow the instructions on screen
Email	Complete, sign and date the proxy form and email to: voteproxy@agmconnect.com		N/A
Telephone	Call1-855-839-3715 to register your vote for the Fury Gold Mines AGM.		N/A
Mail	Enter your voting instructions, sign, date and return the form to AGM Connect in the enclosed envelope		Enter your voting instructions, sign, date and return completed VIF in the enclosed postage paid envelope

	IF YOU HAVE RECEIVED PROXY FROM WITH A VOTER ID and MEETING ACCESS CODE FROM AGM CONNECT		IF YOU HAVE RECEIVED A PROXY OR VIF WITH A 16-DIGIT CONTROL NUMBER FROM AN INTERMEDIARY
	Registered Shareholders (your securities are held in your name in a physical certificate or DRS statement)	Non-Registered Shareholders (your shares are held with a broker, bank or other intermediary)	Non-Registered Shareholders (your shares are held with a broker, bank or other intermediary)
PRIOR TO THE MEETING	-	Appoint yourself as proxyholder on your proxy and follow the instructions at www.agmconnect.com/fury2024	Appoint yourself as proxyholder as instructed herein and on the VIF.
PRIOR TO THE MEETING	-	Following the proxy cut-off date, your appointed proxyholder will be provided with an AGM Connect Voter ID and Meeting Access Code	AFTER submitting your proxy appointment, you MUST contact AGM Connect to obtain a Voter ID and Meeting Access Code at Call1-855-839-3715 or email voteproxy@agmconnect.com
JOINING THE VIRTUAL MEETING (at least 15 minutes prior to start of the Meeting)	Register and login at http://app.agmconnect.com Registered Shareholders or validly appointed Proxyholders will need to provide an email address, AGM Connect Voter ID and the Meeting Access Code

FORRESTER A. CLARK Non-Independent Director Massachusetts, United States Director since: March 16, 2021 Age: 56	Mr. Clark has served as CEO since August 18, 2021 and is a director of the Company. Mr. Clark brings 23 years of global capital markets experience with numerous US, European, and Canadian banks, including Barclays Capital, National Bank Financial, Merrill Lynch, Deutsche Bank, and most recently BMO Capital Markets, where he held the role of Managing Director, Institutional Equity Sales. Over the years, he has developed strong working relationships with Tier 1 institutional investors throughout the United States providing corporate strategy, and peer and financial analysis and insights on corporates within the materials, commodities, and mining sectors. Mr. Clark holds a Bachelor of Economics from the University of Massachusetts (Amherst) and a Master of Business Administration in Finance and Accounting from Vanderbilt University. Mr. Clark serves as an independent director of Dolly Varden Silver Corporation ("Dolly Varden") on behalf of the Company pursuant to an investor rights agreement entered into between the Company and Dolly Varden.
	Board Committee Membership
	None

Securities of the Company beneficially owned, or controlled or directed, directly or indirectly
Common Shares (#)	Options (#)	RSUs (#)
923,542	1,600,000	316,925

BRIAN CHRISTIE Chair of the Board Ontario, Canada Director since: February 22, 2023 Age: 67	Mr. Christie currently serves as the independent Chair of the Board of the Company. Mr. Christie served as the Vice President of Investor Relations at Agnico Eagle Mines Limited ("Agnico Eagle") for over 9 years until retiring in June 2022, and is currently retained by Agnico Eagle as a Senior Advisor, Investor Relations. During his tenure at Agnico Eagle, the company was consistently recognized as having one of the top Investor Relations programs across all industries in Canada. From 2016 until 2021 he served as an Independent Director (including 2 years as Board Chair and Compensation Committee Chair) of the Denver Gold Group, a Colorado based not-for-profit association owned by its member gold companies who control most of the world's precious metal output and mineral assets. Before joining Agnico Eagle, he worked for over 17 years in the investment industry, primarily as a precious and base metals mining analyst with Desjardins Securities, National Bank Financial, Canaccord Capital and HSBC Securities. Prior to this, Mr. Christie spent 13 years in the mining industry as a geologist for a variety of mining companies, including Homestake, Billiton, Falconbridge Copper and Newmont Mining. Mr. Christie holds a BSc. in Geology (University of Toronto) and an MSc. in Geology (Queen's University) and is a member of the Canadian Investor Relations Institute (CIRI) and the National Investor Relations Institute (NIRI). Mr. Christie currently serves as a director of Wallbridge Mining Company Limited ("Wallbridge"), and as a director of Forum Energy Metals Corp. ("Forum"); Past director of Denver Gold Group; VP, Investor Relations at Agnico Eagle.
	Board Committee Membership
	Technical, Safety and Risk Management Committee (Chair) Nominating, Compensation and Governance Committee

STEVE COOK Independent Director British Columbia, Canada Director since: October 28, 2013 Age: 69	Mr. Cook currently serves as an independent director of the Company. Mr. Cook is a former tax partner at the law firm of Thorsteinssons LLP, Vancouver, British Columbia, Canada. Mr. Cook received his B.Comm. and LL.B. degrees from the University of British Columbia and was called to the British Columbia Bar in 1982 and the Ontario Bar in 1992. He retired from the Ontario Bar in 2014. Mr. Cook is a specialist in corporate and international tax planning, offshore structures, representation, and civil and criminal tax litigation. Mr. Cook has served on the board of Brett Resources Ltd. prior to it being acquired by Osisko Mining Corp. and Cayden Resources Inc. prior to it being acquired by Agnico Eagle. Mr. Cook currently serves as a director of Torq, and Tier One.
	Board Committee Membership
	Audit Committee (Chair) Indigenous and Community Relations Committee

Securities of the Company beneficially owned, or controlled or directed, directly or indirectly
Common Shares (#)	Warrants (#)	Options (#)	RSUs (#)
794,485	30,000	606,000	121,992

MICHAEL HOFFMAN Independent Director Ontario, Canada Director since: October 9, 2020 Age: 65	Mr. Hoffman currently serves as an independent director of the Company. Mr. Hoffman is an experienced mining executive with over 40 years of practice including engineering, mine operations, corporate development, projects, and construction. Mr. Hoffman previously served as a director of Trevali Mining from 2011 to 2019 and acted as Chair from late 2017 to early 2019. Mr. Hoffman also has direct northern Canadian mining experience including operations and projects. Mr. Hoffman is a Mining Engineering graduate from Queen's University and is a Professional Engineer in the province of Ontario. He is also a member of the Institute of Corporate Directors. Mr. Hoffman currently serves as a director of director of 1911 Gold Company ("1911 Gold"), d director and chair of NiCAN Ltd ("NiCAN"); director of Volta Metals Inc ; Past director of Eastmain, Silver X and Velocity.
	Board Committee Membership
	Technical, Safety and Risk Management Committee Audit Committee Indigenous and Community Relations Committee

ALISON SAGATEH ("SAGA") WILLIAMS Independent Director Ontario, Canada Director since: October 9, 2020 Age: 51	Ms. Williams currently serves as an independent director of the Company. Ms. Williams has worked in Indigenous communities in government and corporate roles in the capacity of legal counsel, negotiations and governance, and as a strategic advisor, for over 20 years. Ms. Williams has been on negotiation teams that have successfully settled over $1 billion in agreements and has worked on Indigenous community engagement and negotiations to support national energy and mining projects. Over the last 25 years, she has also held many non-profit board positions. Ms. Williams is Anishinaabe, a member of Curve Lake First Nation, and is currently an elected official for her community. Ms. Williams has extensive experience in compensation analysis both through her involvement in non-profit boards and as an elected official for a First Nation, serving one term as Councillor. Ms. Williams teaches at Osgoode Hall Law School as an Adjunct Professor and supports student led negotiations focusing on consultation, Indigenous rights, and reconciliation. Ms. Williams currently serves as a director of NiCAN Ltd ("NiCAN"), director of Volta Metals Inc ("Volta") director of Nations Royalty.
	Board Committee Membership
	Indigenous and Community Relations Committee (Chair) Nominating, Compensation and Governance Committee
Securities of the Company beneficially owned, or controlled or directed, directly or indirectly
Common Shares (#)		Options (#)	RSUs (#)
61,371		446,000	120,084

/s/ Phil van Staden

Phil van Staden
Chief Financial Officer

Name of Director	Name of Reporting Issuer²	Exchange
Tim Clark	Dolly Varden Silver Corporation	TSXV, OTCQX
Brian Christie	Wallbridge Mining Company Ltd. Forum Energy Metals Corp.	TSX, OTCQX TSXV, OTCQB
Steve Cook	Torq Resources Inc. Tier One Silver Inc.	TSXV, OTCQX TSXV, OTCQB
Michael Hoffman	1911 Gold Corporation Volta Metals Ltd. NiCAN Ltd. LiCAN	TSXV, OTCQB CSE TSXV Not exchange listed
Saga Williams	NiCAN Ltd. Volta Metals Ltd. Nations Royalty	TSXV CSE TSX
Isabelle Cadieux	N/A

Director	Board of Directors	Board Committee
Director		Audit	Indigenous and Community Relations	Nominating, Compensation and Governance	Technical, Safety and Risk Management
Current Directors
Tim Clark	6/6	-	-	-	-
Jeffrey R. Mason ⁽¹⁾	6/6	4/4	-	5/5	-
Steve Cook ⁽²⁾	6/6	4/4	4/4	-	-
Michael Hoffman ⁽²⁾	6/6	4/4	4/4	2/2	4/4
Saga Williams	6/6	-	4/4	5/5	-
Brian Christie ⁽¹⁾⁽²⁾	5/5	-	-	3/3	4/4
Isabelle Cadieux⁽³⁾	2/2		-	-	0/0

Name and principal position	Year	Salary	Option-based awards ⁽⁶⁾	Share-based awards ⁽⁷⁾	Non-equity incentive plan compensation	Total compensation
		($)	($)	($)	($)	($)
	Current Officers
Tim Clark, CEO ⁽¹⁾	2023 2022 2021	378,000 378,000 138,532	144,300 Nil 551,273	164,125 Nil Nil	164,125 290,250 44,800	850,550 668,250 734,605

ISABELLE CADIEUX Independent Director Quebec, Canada Director since: September 5, 2023 Age: 66	Ms. Cadieux currently serves as an independent director of the Company. Ms. Cadieux, a professional geologist, has more than 30 years of experience in mineral exploration and financing in the mining sector. She last held the position of Managing Director - Investment at SIDEX, a Québec institutional fund that finances exploration companies active in Québec, where she served from 2001 until 2023. Her mineral exploration experience across Canada and abroad, includes positions with AGIP (1980-1983 in Saskatchewan), AREVA (1988-1992 in Québec, Ontario, and the Northwest Territories), and Channel Resources (1996-1999 in Burkina Faso) and covers a wide range of ore deposit types and mineral commodities, in particular gold, copper, and uranium. She holds an M.Sc. in Mineral Exploration (MINEX) from McGill University and a B.Sc. in Geology from the University of Ottawa. Ms. Cadieux acted as President of the Ordre des géologues du Québec (OGQ) in 2008, sat on the Board of Directors from 2005 to 2010 and was Director of the Canadian Council of Professional Geoscientists from 2007 to 2011 where she represented the OGQ. From 2011 to 2016, she was a member of the Executive Committee of the UQAT-UQAM Chair in Mining Entrepreneurship. Throughout her career, she has been involved in various sector-related organizations, among others the Québec Mineral Exploration Association (AEMQ), the Canadian Institute of Mines and Metallurgy (CIM), Minalliance and Mine d'Avenir.
	Board Committee Membership
	Technical, Safety and Risk Management Committee
Securities of the Company beneficially owned, or controlled or directed, directly or indirectly
Common Shares (#)		Options (#)	RSUs (#)
7,299		156,000	116,267

Option-based Awards
Name	Number of securities underlying unexercised Options (#)	Option exercise price ($)	Option expiration date (D/M/Y)	Value of unexercised in- the-money Options⁽¹⁾ ($)
Current Officers
Tim Clark	600,000 870,000 130,000	0.82 0.93 1.53	17-Jan-28 26-Aug-26 02-Apr-26	Nil Nil Nil
Phil van Staden⁽³⁾	45,000 45,000 17,500 17,500 15,000	0.53 0.82 1.00 1.00 1.85	23-Jun-28 17-Jan-28 22-Apr-27 24-Jan-27 10-Dec-25	3,150 Nil Nil Nil Nil
Bryan Atkinson	269,000 135,000 135,000 150,000	0.82 1.00 1.00 2.05	17-Jan-28 22-Apr-27 24-Jan-27 20-Oct-25	Nil Nil Nil Nil
Other NEO's
David Frappier-Rivard⁽⁵⁾	150,000 112,500 112,500 110,000	0.82 1.00 1.00 2.05	17-Jan-28 22-Apr-27 24-Jan-27 20-Oct-25	Nil Nil Nil Nil
Former Officers
Lynsey Sherry⁽²⁾	Nil	Nil	Nil	Nil
Michael Henrichsen⁽⁴⁾	Nil	Nil	Nil	Nil

Name	Option-based awards - Value vested during the year ($)	Share-based awards - Value vested during the year ($)	Non-equity incentive plan compensation - Value earned during the year ($)
Current Officers
Tim Clark ⁽¹⁾	Nil	164,125	164,125
Phil van Staden⁽³⁾	3,150	13,425	13,425
Bryan Atkinson	Nil	39,506	39,506
Other NEO's
David Frappier-Rivard⁽⁵⁾	Nil	25,200	25,200
Former Officers
Lynsey Sherry⁽²⁾	Nil	Nil	Nil
Michael Henrichsen⁽⁴⁾	Nil	Nil	Nil

Name	Executives	Other NEO's
Salary and Bonus (less required statutory deductions)	Annual salary and vacation pay earned to Termination Date; and the aggregate of: i) 2 years of Annual Compensation⁽¹⁾;and (ii) a bonus for the year prorated to Termination Date, with personal or functional performance prorated to the assessed at not less than target.	Annual salary and vacation pay earned to Termination Date; and the aggregate of: i) 1 year of Annual Compensation⁽¹⁾;and (ii) a bonus for the year prorated to Termination Date, with personal or functional performance prorated to the assessed at not less than target.
Benefits (excluding Disability Insurance)	Continuation of benefits, at cost of Company until the earlier of 24 months from the Termination Date or the NEO obtaining comparable benefits through other employment	None
Disability Insurance	Amount equal to 24 months of NEO's then prevailing premiums	None
Options	Unvested Options vest immediately; exercisable until earlier of normal expiry date or 1 year after Termination Date	Unvested Options vest immediately; exercisable until earlier of normal expiry date or 1 year after Termination Date
RSUs, PSUs and DSU's	All outstanding RSUs, PSUs and DSUs to vest immediately (with outstanding Performance Share Units vesting based on the achievement of the performance criteria for the applicable performance period(s) up to the effective date of the Change in Control)	All outstanding RSUs, PSUs and DSUs to vest immediately (with outstanding Performance Share Units vesting based on the achievement of the performance criteria for the applicable performance period(s) up to the effective date of the Change in Control)
Placement Services	Maximum of $5,000	None

Name	Gross termination and change of control benefit ($)
Tim Clark	1,418,000
Phil van Staden	327,200
Bryan Atkinson	614,524
David Rivard	218,200

Name⁽¹⁾	Fees earned	Option- based awards ⁽⁵⁾	Non-equity incentive plan compensation	Share- based awards	Other Compensation	Total
Name⁽¹⁾	($)	($)	($)	($)	($)	($)
	Current Directors
Isabelle Cadieux⁽²⁾	11,795	41,886	Nil	Nil	Nil	53,681
Brian Christie⁽³⁾	60,310	93,188	Nil	Nil	Nil	153,498
Steve Cook⁽⁴⁾	45,600	75,036	Nil	Nil	12,500	133,136
Michael Hoffman	43,763	75,036	Nil	Nil	Nil	118,799
Jeffrey R. Mason	57,262	94,276	Nil	Nil	Nil	151,538
Saga Williams	42,450	75,036	Nil	Nil	Nil	117,486

Name of Current Directors	Option-based awards - Value vested during the year ($)	Non-equity incentive plan compensation - Value earned during the year ($)

Isabelle Cadieux	Nil	Nil
Brian Christie	Nil	Nil
Steve Cook	Nil	Nil
Michael Hoffman	Nil	Nil
Jeffrey R. Mason	Nil	Nil
Saga Williams	Nil	Nil

Plan Category	Number of securities to be issued upon exercise of a) outstanding Options, and b) vested RSUs (percentage of outstanding Common Shares)⁽¹⁾	Weighted- average exercise price of outstanding Options ($)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (percentage of outstanding Common Shares)
2017 Option Plan	9,760,596 (6.7%)	1.23	Nil
2023 Long Term Incentive Plan ("LTIP") stock options⁽²⁾	156,000 (.1%)	0.55	4,657,883
2023 Long Term Incentive Plan ("LTIP") RSUs⁽²⁾	Nil		4,657,883
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Eastmain Replacement Options ⁽²⁾	35,006 (.02%)		Nil
Total	9,951,602²^,³(6.8%)		4,657,883 (3.2%)

Option/LTIP Plans	Fiscal year ended December 31
	2023	2022	2021
	2.5%	2.5%	1.2%⁽²⁾