Fury Gold Mines Ltd 40-F for FY2022
Fury Gold Mines Ltd (FURY)
About this 40-F
Fury Gold Mines Ltd filed this 40-F on March 27, 2023, covering the fiscal year ended December 31, 2022 (FY2022).
Headline figures
Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- 24.91M CAD
- compared with net income of 16.79M CAD a year earlier
- Diluted EPS
- -0.18 CAD
- compared with 0.14 CAD a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the fiscal year ended | Commission File Number: | |||
(Exact name of Registrant as specified in its charter) |
British Columbia, |
| 1040 |
| Not Applicable | ||
(Province or Other Jurisdiction of Incorporation or Organization) |
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(Address and telephone number of Registrant’s principal executive offices) | ||||
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(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) |
Securities registered or to be registered pursuant to section 12(b) of the Act:
Title Of Each Class |
| Name Of Each Exchange On Which Registered |
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Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
| No ☐ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
| Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
INTRODUCTORY INFORMATION
In this annual report on Form 40-F (the “Annual Report”), references to the “Company” or “Fury Gold” or the “Registrant” mean Fury Gold Mines Limited and its subsidiaries, unless the context suggests otherwise.
Fury Gold is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the Canada/ United States multi-jurisdictional disclosure system (the “MJDS”). Fury Gold is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act.
PRINCIPAL DOCUMENTS
Each of the documents that are filed as exhibits to this Annual Report, as set forth in the Exhibit Index attached hereto, are incorporated by reference herein.
Document | Exhibit No. |
Annual Information Form of the Company for the year ended December 31, 2022 (the “2022 AIF”) | 99.1 |
Audited consolidated financial statements of the Company as of December 31, 2022 and December 31, 2021 for the years then ended, including the notes and the report of the Independent Registered Public Accounting Firm with respect thereto (the “Audited Consolidated Financial Statements”) | 99.2 |
Management’s Discussion and Analysis of the Company for the year ended December 31, 2022 (the “2022 MD&A”) | 99.3 |
FORWARD-LOOKING STATEMENTS
This Annual Report includes or incorporates by reference certain statements that constitute “forward-looking statements” within the meaning of Section 21E under the Exchange Act and Section 27A of the United States Securities Act of 1933, as amended. These statements appear in a number of places in this Annual Report and documents incorporated by reference herein and include statements regarding the Registrant’s intent, belief or current expectation and those of the Registrant’s officers and directors. These forward-looking statements involve known and unknown risks and uncertainties that may cause the Registrant’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this Annual Report or in documents incorporated by reference in this Annual Report, words such as “believe,” “anticipate,” “estimate,” “project,” “intend,” “expect,” “may,” “will,” “plan,” “should,” “would,” “contemplate,” “possible,” “attempts,” “seeks” and similar expressions are intended to identify these forward-looking statements. These forward-looking statements are based on various factors and were derived utilizing numerous assumptions that could cause the Registrant’s actual results to differ materially from those in the forward-looking statements. Accordingly, readers are cautioned not to put undue reliance on these forward-looking statements.
Investors are referred to the cautionary notes entitled “Cautionary Note Regarding Forward-Looking Statements” that are included in each of our 2022 AIF and 2022 MD&A for a discussion of these forward-looking statements and the risks that impact these forward-looking statements. Investors are also advised to carefully review and consider the risk factors identified in the 2022 AIF under the heading “Risk Factors”, in the 2022 MD&A and in the other documents incorporated by reference herein. These discussions of forward-looking statements and risk factors identify factors that could cause the Registrant’s actual results, performance and achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements. The forward-looking statements contained in this Annual Report are made as of the date hereof and, accordingly, are subject to change after such date.
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Although the Registrant believes that the assumptions on which the forward-looking statements are made are reasonable, based on the information available to the Registrant on the date such statements were made, no assurances can be given as to whether these assumptions will prove to be correct. Accordingly, readers should not place undue reliance on forward-looking statements. The Registrant does not undertake to update any forward-looking statements, except as, and to the extent, required by applicable securities laws, including applicable United States federal securities laws. The forward-looking statements contained in this Annual Report and the documents incorporated by reference herein are expressly qualified by this cautionary statement.
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING
ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES
As a British Columbia corporation and a “reporting issuer” under Canadian securities laws, the Company is required to provide disclosure regarding its mineral properties in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. In accordance with NI 43-101, the Company uses the terms mineral reserves and resources as they are defined in accordance with the CIM Definition Standards on mineral reserves and resources (the “CIM Definition Standards”) adopted by the Canadian Institute of Mining, Metallurgy and Petroleum.
The United States Securities and Exchange Commission (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 Exchange Act. These amendments became effective February 25, 2020 with compliance required for the first fiscal year beginning on or after January 1, 2021 (the “SEC Modernization Rules”). The SEC Modernization Rules have replaced the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7 (“Guide 7”), which have been rescinded. The Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules as the Company is presently a “foreign private issuer” under the Exchange Act and entitled to file reports with the SEC under the MJDS between Canada and the United States.
The SEC Modernization Rules include the adoption of terms describing mineral reserves and mineral resources that are substantially similar to the corresponding terms under the CIM Definition Standards. As a result of the adoption of the SEC Modernization Rules, SEC will now recognize estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”. In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be substantially similar to the corresponding CIM Definition Standards.
United States investors are cautioned that while the above terms are substantially similar to CIM Definition Standards, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as ”proven reserves”, “probable reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the reserve or 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”, (i) a “measured mineral resource” has a higher level of confidence than that applying to either an “indicated mineral resource” or an “inferred mineral resource”, it may be converted to a “proven mineral reserve” or to a “probable mineral reserve”, (ii) an “indicated mineral resource” has a lower level of confidence than that applying to a “measured mineral resource” and may only be converted to a “probable mineral reserve”, and (iii) an “inferred mineral resource” has a lower level of confidence than that applying to an “indicated mineral resource” and must not be converted to a “mineral reserve. 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.
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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 rules, 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.
For the above reasons, information contained in this Annual Report and the documents incorporated by reference herein containing descriptions of our 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.
NOTE TO UNITED STATES READERS REGARDING DIFFERENCES
BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Company is permitted to prepare this Annual Report in accordance with Canadian disclosure requirements, which are different from those of the United States. Canadian public companies are required to prepare financial statements in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"). Consequently, the Company’s Audited Consolidated Financial Statements have been prepared in accordance with IFRS as issued by the IASB and the audit is performed in accordance with Public Company Accounting Oversight Board (United States) (“PCAOB”) standards. IFRS differs in some respects to United States generally accepted accounting principles ("US GAAP") and from practices prescribed by the SEC. Therefore, the Company’s financial statements incorporated by reference in this Annual Report may not be comparable to financial statements prepared in accordance with US GAAP.
CURRENCY
Unless otherwise indicated, all dollar amounts in this Annual Report (including the documents incorporated by reference herein) are in Canadian dollars.
DISCLOSURE CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act to mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and includes, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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At the end of the period covered by this Annual Report on Form 40-F, being the fiscal year ended December 31, 2022, an evaluation was carried out under the supervision of and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation the CEO and the CFO have concluded that, as of the end of the period covered by this Annual Report, the Company’s disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is:
| · | recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and |
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| · | accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. |
The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and, as indicated in the preceding paragraph, the CEO and CFO believe that the Company’s disclosure controls and procedures are effective at that reasonable assurance level, although the CEO and CFO do not expect that the disclosure controls and procedures will prevent or detect all errors and all fraud.
It should be noted that a control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The Company will continue to periodically review its disclosure controls and procedures and may make such modifications from time to time as it considers necessary.
Management’s Annual Report on Internal Control Over Financial Reporting
The disclosure provided in Section 12 of the 2022 MD&A (see Exhibit 99.3) regarding “Internal control over financial reporting” is hereby incorporated by reference.
Auditor’s Attestation Report
This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent auditor as the Company is an “emerging growth company”, as defined under the Exchange Act, and is not required under Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, to include an auditor attestation report on the Company’s internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There was no change in the Company’s internal control over financial reporting that occurred during the twelve month period covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
BENEFIT PLAN BLACKOUT PERIODS
Not applicable.
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AUDIT COMMITTEE
The Company’s Board of Directors has established a separately designated Audit Committee of the Board in accordance with Section 3(a)(58)(A) of the Exchange Act and Section 802(B)(2) of the NYSE American Company Guide.
The Company's Audit Committee comprises three directors that the Board of Directors have determined are independent as determined under each of Rule 10A-3 under the Exchange Act and Section 803(A) of the NYSE American Company Guide:
| · | Steve Cook (Chair) |
| · | Michael Hoffman |
| · | Jeffrey Mason |
AUDIT COMMITTEE FINANCIAL EXPERT
The Company’s Board of Directors has determined that Steve Cook, the Chair of the Audit Committee of the Board, is an audit committee financial expert (as that term is defined in Item 407 of Regulation S-K under the Exchange Act) and is an independent director under applicable laws and regulations and the requirements of the NYSE American. Please see “Committees of the Board – Audit Committee - Relevant Education and Experience of Audit Committee Members” in the 2022 AIF (see Exhibit 99.1).
PRINCIPAL ACCOUNTING FEES AND SERVICES
The disclosure included in the “Committees of the Board – Audit Committee - External Auditor Service Fees” section in the 2022 AIF (see Exhibit 99.1) is hereby incorporated by reference. The Company’s auditors are Deloitte LLP (PCAOB ID No.
Audit Committee Pre-Approval Policies
The disclosure included in the “Committees of the Board – Audit Committee – Pre-Approval Policies and Procedures” section in the 2022 AIF (see Exhibit 99.1) is incorporated by reference.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
CONTRACTUAL OBLIGATIONS
The Company, from time to time, will enter into short-term contracts with suppliers of goods and services related to its corporate and geologic operations. All these contracts are short-term in nature and do not represent contractual obligations beyond amounts payable for goods and services received. Any amounts owing are included in the Company’s accounts payable and accrued liabilities as presented within its Audited Consolidated Financial Statements of the Company and the notes thereto for the year ended December 31, 2022 (see Exhibit 99.2). All other material contracts and the discussion of the obligations associated with them are included in the 2022 MD&A (See Exhibit 99.3).
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CODE OF BUSINESS CONDUCT AND ETHICS
Adoption of Code of Ethics
The Company has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) for all its directors, executive officers and employees. The Code of Ethics complies with Section 807 of the NYSE American Company Guide. The Code of Ethics meets the requirements for a “code of ethics” within the meaning of that term in Form 40-F. The text of the Code of Ethics is posted on the Company's website at “www.furygoldmines.com/corporate/corporate-governance/”.
Amendments or Waivers
No substantive amendments were made to the Company’s Code of Ethics during the fiscal year ended December 31, 2022, and no waivers of the Company’s Code of Ethics were granted to any principal officer of the Company or any person performing similar functions during the fiscal year ended December 31, 2022.
INTERACTIVE DATA FILE
The Registrant is submitting as Exhibit 101 to this Annual Report on Form 40-F its Interactive Data File.
NYSE AMERICAN CORPORATE GOVERNANCE
The Company’s common shares are listed for trading on the NYSE American. Section 110 of the NYSE American Company Guide permits the NYSE American to consider the laws, customs and practices of foreign issuers in relaxing certain NYSE American listing criteria, and to grant exemptions from NYSE American listing criteria based on these considerations. A foreign issuer seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law.
The Company has the following corporate governance practices that do not comply with NYSE American corporate governance practices for U.S. domestic companies:
| · | Upon listing, the Company received an exemption from its quorum requirements for meetings of shareholders. Under the NYSE American listing standards, the minimum recommended quorum requirement is one third of shareholders entitled to vote. The Company did not meet this requirement and was granted relief from this listing standard. Subsequent to obtaining this relief, the Company increased its quorum requirements from 5% to 25% of the issued shares, as follows: |
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| “Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 25% of the issued shares entitled to be voted at the meeting.” |
In addition, Section 713 of the NYSE American Company Guide requires that the Company obtain the approval of its shareholders for share issuances equal to 20 percent or more of presently outstanding shares for a price which is less than the greater of book or market value of the shares. This requirement does not apply to public offerings. There is no such requirement under British Columbia law or under the Company’s home stock exchange rules (Toronto Stock Exchange) unless the dilutive financing (i) materially affects the control of the Company, or (ii) results in the issuance of 25% of the outstanding common shares of the Company, on a non-diluted basis. The Company intends to seek a waiver from NYSE American’s section 713 requirements should a dilutive private placement financing trigger the NYSE American shareholders’ approval requirement in circumstances where the same financing does not trigger such a requirement under British Columbia law or under the Company’s home country stock exchange rules.
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Except as disclosed above, the Company believes that there are otherwise no significant differences between its corporate governance policies and those required to be followed by United States domestic issuers listed on the NYSE American.
The Company’s governance practices also differ from those followed by U.S. domestic companies pursuant to NYSE American listing standards in the following manner, although the Company does not believe such differences to be significant:
Solicitation of Proxies
NYSE American requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies shall be solicited pursuant to a proxy statement that conforms to applicable SEC proxy rules. The Company is a foreign private issuer as defined in Rule 3b-4 under the Exchange Act, and the equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.
MINE SAFETY DISCLOSURE
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act 2010, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine safety and Health Administration under the Federal Mine Safety and Health Act of 1977, as amended.
The Company was not the operator of a mine in the United States during the fiscal year ended December 31, 2022.
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UNDERTAKING AND CONSENT TO SERVICES OF PROCESS
A. UNDERTAKING
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities in relation to which the obligation to file an Annual Report on Form 40-F arises, or transactions in said securities.
B. CONSENT TO SERVICE OF PROCESS
The Company previously filed an Appointment of Agent for Service of Process and Undertaking on Form F-X signed by the Company and its agent for service of process with respect to the class of securities in relation to which the obligation to file this Annual Report arises, which Form F-X is incorporated herein by reference. Any change to the name or address of the Company’s agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Company.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 24, 2023 | FURY GOLD MINES LIMITED |
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| By: | /s/ “Lynsey Sherry” |
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| Lynsey Sherry |
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| Chief Financial Officer |
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EXHIBIT INDEX
Exhibit Number |
| Exhibit Description |
| Annual Information Form of the Company for the year ended December 31, 2022 | |
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| Management’s Discussion and Analysis for the fiscal year ended December 31, 2022 | |
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101 |
| Interactive Data Files with respect to the Consolidated Audited Financial Statements for the Years Ended December 31, 2022 and 2021 |
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EXHIBIT 99.1
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FURY GOLD MINES LIMITED
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| ANNUAL INFORMATION FORM
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| FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2022
DATED MARCH 24, 2023 |
| -A-1- |
TABLE OF CONTENTS
| INTRODUCTORY NOTES | 5 |
| Cautionary Note Regarding Forward-Looking Statements | 5 |
| Cautionary Note to United States Investors Regarding Presentation of Mineral Resource Estimates | 6 |
| Resource Category (Classification) Definitions | 7 |
| CORPORATE STRUCTURE | 8 |
| Name, Address and Incorporation | 8 |
| Inter-corporate Relationships | 10 |
| GENERAL DEVELOPMENT OF THE BUSINESS | 11 |
| Business of Fury Gold | 11 |
| Three Year History Fury Gold’s Business | 11 |
| General | 15 |
| Specialized Skill and Knowledge | 16 |
| Competitive Conditions | 16 |
| Cyclical and Seasonal | 16 |
| Intangible Properties | 16 |
| Environmental Protection | 17 |
| Employees | 17 |
| Social and Environmental Policies | 17 |
| Indigenous and Local Community Engagement | 18 |
| Continuing Operations and COVID-19 | 18 |
| THE COMPANY’S MINERAL PROJECTS | 18 |
| Eau Claire Project | 18 |
| Property Description and Location | 19 |
| Accessibility, Climate, Local Resources, Infrastructure and Physiography | 19 |
| Geology, Mineralization and Deposit Type | 20 |
| History | 21 |
| Security of Samples | 21 |
| Sampling, Analysis and Data Verification | 21 |
| Mineral Processing and Metallurgical Testing | 22 |
| 2018 Mineral Resource Estimate and Preliminary Economic Analysis | 23 |
| Eau Claire Preliminary Economic Assessment | 24 |
| Potentially Extractable Portion of Mineralization for Mine Planning Purposes | 25 |
| Mine Plan | 26 |
| Processing and Recovery | 26 |
| Infrastructure & Tailings | 26 |
| Economic Analysis, Capital Costs and Sensitivity | 26 |
| Opportunities to Enhance Project Value | 27 |
| Recommendations | 27 |
| Post PEA Eau Claire Exploration Program | 28 |
| Committee Bay Project | 30 |
| Description and Location | 31 |
| Access, Climate, Local Resources, Infrastructure and Physiography | 31 |
| Geology, Mineralization and Deposit Types | 31 |
| History | 32 |
| Sampling, Analyses and Data Verification | 32 |
| Committee Bay RAB Drilling QA/QC Disclosure | 32 |
| Committee Bay Diamond Drilling QA/QC Disclosure | 32 |
| Committee Bay Grabs QA/QC Disclosure: | 33 |
| Mineral Processing and Metallurgical Testing | 34 |
| Committee Bay Mineral Resource Estimates | 35 |
| Exploration Program Recommendations | 36 |
| 2015 through 2021 Committee Bay Exploration | 37 |
| 2018 Committee Bay Exploration Program | 37 |
| 2019 Committee Bay Exploration Program | 37 |
| 2021 Committee Bay Project Drill and Exploration Program | 37 |
| 2022 Committee Bay Project Exploration Program | 38 |
| -A-2- |
| RISK FACTORS | 38 |
| Exploration Activities May Not Be Successful | 39 |
| Commodity Price Fluctuations and Cycles | 40 |
| Additional Funding Requirements and Shareholder Equity Dilution | 40 |
| Negative Cash Flow | 40 |
| Indirect Economic Interest in the Homestake Ridge Project | 41 |
| Price Volatility of Publicly Traded Securities | 41 |
| Mineral Resource Estimates | 41 |
| Risks Related to Preliminary Economic Assessments | 42 |
| Inflation | 42 |
| Property Commitments | 42 |
| Environmental Regulatory, Health & Safety Risks | 42 |
| Relationships with Local Communities and Indigenous Organizations | 43 |
| Environmental Protection | 43 |
| Climate Change | 44 |
| Changes in Government Regulation | 44 |
| COVID-19 and Other Pandemics | 44 |
| Competitive Conditions | 45 |
| Local Community Uncertainties | 45 |
| Acquisitions May Not Be Successfully Integrated | 45 |
| Changes in the Market Price of Common Shares | 45 |
| Properties May Be Subject to Defects in Title | 46 |
| Reliance on Contractors and Experts | 46 |
| Legal and Litigation Risks | 46 |
| Risks Relating to Statutory and Regulatory Compliance | 46 |
| Insurance Risk | 47 |
| Limited Business History and No History of Earnings | 47 |
| Claims by Investors Outside of Canada | 47 |
| No-Dividends Policy | 47 |
| Disclosure and Internal Controls | 47 |
| Cybersecurity Risks | 48 |
| Social Media Risks | 48 |
| Liabilities relating to Past Issuances of Flow-Through Shares | 49 |
| DESCRIPTION OF CAPITAL STRUCTURE | 49 |
| Attributes of Common Shares | 49 |
| MARKET FOR SECURITIES | 50 |
| Trading Price and Volume | 50 |
| Prior Sales | 51 |
| -A-3- |
| DIRECTORS AND EXECUTIVE OFFICERS | 51 |
| Name, Principal Occupation and Province or State of Residence | 51 |
| Management Security Holdings | 53 |
| Management History of Cease Trade Orders, Bankruptcies, Penalties or Sanctions | 53 |
| Potential Conflicts of Interest | 54 |
| Audit Committee | 54 |
| Audit Committee Charter | 54 |
| Composition of the Audit Committee | 54 |
| Relevant Education and Experience of Audit Committee Members | 54 |
| Pre-Approval Policies and Procedures | 55 |
| External Auditor Service Fees | 55 |
| Other Board Committees | 56 |
| No Legal Proceedings | 56 |
| INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS | 56 |
| Agreement with Universal Mineral Services Ltd. | 56 |
| TRANSFER AGENT AND REGISTRAR | 57 |
| AUDITOR | 57 |
| MATERIAL CONTRACTS | 57 |
| INTERESTS OF EXPERTS | 57 |
| ADDITIONAL INFORMATION | 58 |
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INTRODUCTORY NOTES
In this Annual Information Form (the “AIF”) the “Company”, “Fury Gold”, “we”, “us” or “our” refers to Fury Gold Mines Limited, together with, as the context requires, its subsidiaries or its predecessors.
This AIF is dated March 24, 2023. Except as otherwise indicated, all information contained herein is as at December 31, 2022. In this AIF, unless otherwise indicated, all dollar amounts and references to “C$” or “$” are to Canadian dollars and references to “US$” are to U.S. dollars. All dollar amounts are expressed in thousands of Canadian dollars unless otherwise indicated.
Cautionary Note Regarding Forward-Looking Statements
Certain statements made in this AIF 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 intentions and views regarding future outcomes and are inherently uncertain and should not be heavily relied upon. When used in this AIF, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “seek”, “propose”, “estimate”, “expect”, and similar expressions, as they relate to the Company, identify such forward-looking statements. Specific forward-looking statements in this AIF include: the Company’s exploration and financing plans, the likelihood of discovering or expanding resources; the Company’s estimated mineral resources and the economics related thereto; the potential for development of the Company’s Eau Claire Project, including projected production rates, potentially extractable mineralization, mine life, mineral prices, capital costs, operating costs, internal rates of return, payback and net present value; permitting timelines; government regulation of mining operations; environmental and climate-related risks; the possible impairment of mining interests; any objectives, expectations, intentions, plans, results, levels of activity, goals or achievements; the timing and amount of estimated exploration expenditures and capital raises for the Company; the liquidity of the common shares in the capital of the Company and other events or conditions that may occur in the future.
The forward-looking statements contained in this AIF represent the Company’s views as of the date hereof. The assumptions related to these plans, estimates, projections, beliefs and opinions may change without notice and in unanticipated ways. Many assumptions may prove to be incorrect, including the Company’s budgeting plans, expected costs, assumptions regarding market conditions and other factors upon which the Company has based its expenditure and funding expectations; the Company’s ability to obtain or renew the licenses and permits necessary for exploration; that operations and financial markets will not in the long term be adversely impacted by the COVID-19 pandemic; the Company’s ability to complete and successfully integrate acquisitions; the possible 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 future 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 preliminary economic assessments, 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 adversely 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 AIF include, but are not limited to, fluctuations in the current and projected prices for gold, other precious and base metals and other commodities (such as natural gas, fuel oil and electricity) which are needed to produce these metals; 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 resources, the Company’s ability to obtain funding, including the Company’s ability to complete future equity financings; the Company’s Eau Claire PEA is not supported by any preliminary or final feasibility study and there is a substantial risk that the projected economics indicated by the Eau Claire PEA may not be achieved; environmental risks and remediation measures, including evolving environmental regulations and legislation; changes in laws and regulations impacting exploration and mining activities; the Company’s mineral properties being subject to prior unregistered agreements, transfers or claims and other defects in title;legal and litigation risks; statutory and regulatory compliance; insurance and uninsurable risks; the Company’s limited business history and history of losses and negative cash, which will continue into the foreseeable future; our inability to pay dividends, volatility in the Company’s share price, the continuation of our management team and our ability to secure the specialized skill and knowledge necessary to operate in the mining industry; relations with and claims by local communities and non-governmental organizations, including relations with and claims by indigenous populations; the effectiveness of the Company’s internal control over financial reporting; cybersecurity risks; risks relating to the Company’s public perception; general business, economic, competitive, political and social uncertainties; and public health crises such as the COVID-19 pandemic and other uninsurable risks. While intended to list the primary risks were see, no list can contain an exhaustive list of the risk and other factors that may affect any of the Company’s forward-looking statements. Some of these risks and other factors are discussed in more detail in the section entitled “Risk Factors” in this AIF. Investors and others should carefully consider these risks and other factors and not place heavy reliance on the forward-looking statements.
The Company only updates its forward-looking statements, to the extent required by applicable securities laws.
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Cautionary Note to United States Investors Regarding Presentation of Mineral Resource Estimates
This AIF, uses the terms “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. Mining disclosure under U.S. securities law was previously required to comply with SEC Industry Guide 7 (“SEC Industry Guide 7”) under the United States Securities Exchange Act of 1934, as amended. The SEC has adopted rules to replace SEC Industry Guide 7 with new mining disclosure rules under sub-part 1300 of Regulation S-K of the U.S. Securities Act (“Regulation S-K 1300”) which became mandatory for U.S. reporting companies beginning with the first fiscal year commencing on or after January 1, 2021. Under Regulation S-K 1300, the SEC now recognizes estimates of “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources”. In addition, the SEC has amended its definitions of “Proven Mineral Reserves” and “Probable Mineral Reserves” to be substantially similar to international standards. Readers are cautioned that despite efforts to harmonize U.S. mining disclosure rules with NI 43-101 and other international requirements, there are differences between the terms and definitions used in Regulation S-K 1300 and mining terms defined by CIM and used in NI 43‑101, and there is no assurance that any mineral reserves or mineral resources that an owner or operator may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the owner or operator prepared the reserve or resource estimates under the standards of Regulation S-K 1300.
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 Regulation S-K 1300 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 Regulation S-K 1300 which as noted above may materially differ from the requirements of NI 43-101 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 Regulation S-K 1300. United States investors are also cautioned that while the SEC will now recognize “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”, (i) a “measured mineral resource” has a higher level of confidence than that applying to either an “indicated mineral resource” or an “inferred mineral resource”, it may be converted to a “proven mineral reserve” or to a “probable mineral reserve”, (ii) an “indicated mineral resource” has a lower level of confidence than that applying to a “measured mineral resource” and may only be converted to a “probable mineral reserve”, and (iii) an “inferred mineral resource” has a lower level of confidence than that applying to an “indicated mineral resource” and must not be converted to a “mineral reserve”. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as or claimed to be 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. The Company does not have any project on which “mineral reserves, either proven or probable are known or claimed to exist.
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Accordingly, information contained in this AIF 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” below for a description of certain of the mining terms used in this AIF.
Resource Category (Classification) Definitions
The discussion of mineral deposit classifications in this AIF adheres to the CIM Definition Standards developed by the CIM. Estimated mineral resources fall into two broad categories dependent on whether the economic viability of them has been established and these are “mineral resources” (potential for economic viability) and “mineral reserves” (viable economic production is feasible). Resources are sub-divided into categories depending on the confidence level of the estimate based on level of detail of sampling and geological understanding of the deposit. The categories, from lowest confidence to highest confidence, are inferred mineral resource, indicated mineral resource and measured mineral resource. Reserves are similarly sub-divided by order of confidence into probable (lowest) and proven (highest). The Company at this time has not classified any of its mineral deposits as mineral reserves. These classifications can be more particularly described as follows:
A “mineral resource” is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. The Company has no projects for which mineral reserves are claimed.
An “inferred mineral resource” is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. It has a lower level of confidence than that applying to an indicated mineral resource and must not be converted to a mineral reserve. It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration.
An “indicated mineral resource” is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. It has a lower level of confidence than that applying to a measured mineral resource and may only be converted to a probable mineral reserve.
A “measured mineral resource” is that part of a mineral resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of modifying factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. It has a higher level of confidence than that applying to either an indicated mineral resource or an inferred mineral resource. It may be converted to a proven mineral reserve or to a probable mineral reserve.
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A “mineral reserve” is the economically mineable part of a measured and/or indicated mineral resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as appropriate that include application of modifying factors, which are considerations used to convert mineral resources to mineral reserves and include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which mineral reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a mineral reserve must be demonstrated by a pre-feasibility study or feasibility study.
A “probable mineral reserve” is the economically mineable part of an indicated, and in some circumstances, a measured mineral resource. The confidence in the modifying factors applying to a probable mineral reserve is lower than that applying to a proven mineral reserve.
A “proven mineral reserve” is the economically mineable part of a measured mineral resource. A proven mineral reserve implies a high degree of confidence in the modifying factors.
CORPORATE STRUCTURE
Name, Address and Incorporation
The Company was incorporated under the Business Corporations Act (British Columbia) (the “BCBCA”) on June 9, 2008, under the name Georgetown Capital Corp. The Company was a Capital Pool Company under the policies of the TSX Venture Exchange (the “TSXV”) and, accordingly, on February 23, 2011, the Company completed a qualifying transaction (the “Qualifying Transaction”) with Full Metal Minerals USA Inc., a wholly owned subsidiary of Full Metals Minerals Ltd. Pursuant to the Qualifying Transaction, the Common Shares began trading on the TSXV. On October 15, 2013, the Company changed its name to Auryn Resources Inc. On November 1, 2016, the Company completed its graduation to the TSX and the Common Shares began trading on the TSX. In connection with the Company’s graduation to the TSX, the Common Shares were voluntarily delisted from the TSXV. On July 17, 2017, the Common Shares also commenced trading on the NYSE American.
Fury Gold is a reporting issuer in all of the provinces and territories of Canada. In addition, the Common Shares are registered under Section 12(b) of the U.S. Exchange Act by virtue of being listed on the NYSE American. The Company’s registered and records office is at 1500-1055 West Georgia Street Vancouver, BC, V6E 4N7, and its head office is located at 1630-1177 West Hastings Street, Vancouver, BC, V6E 2K3.
2020 Merger and Reorganization
On October 9, 2020, the Company acquired all of the then issued and outstanding shares of Eastmain Resources Inc. (“Eastmain”) in accordance with the terms and conditions of the arrangement agreement dated August 10, 2020 (the “Arrangement Agreement”). On October 5, 2020, the Eastmain Transaction and the Spinco Transactions (as defined herein) received the approval of both the Company’s and Eastmain’s shareholders, and on October 7, 2020, the British Columbia Supreme Court and the Ontario Superior Court of Justice approved the Reorganization Arrangement and the Eastmain Arrangement, respectively, and both courts issued final orders approving the Eastmain Transaction and the Spinco Transactions. In accordance with the terms of the Arrangement Agreement, the Company changed its name to “Fury Gold Mines Limited” pursuant to a certificate of change of name dated October 8, 2020.
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Immediately following the closing of the Transaction, the Company’s ticker symbol for the Common Shares was changed to “FURY” effective October 12, 2020 on the NYSE American and October 13, 2020 on the TSX. Eastmain’s shares were delisted form the TSX and removed from the OTCQB after the end of trading on October 9, 2020. Immediately following the closing of the Eastmain Arrangement, Eastmain became a wholly-owned subsidiary of Fury Gold.
2022 Acquisition of 35.3% of Dolly Varden Silver Corporation
On February 25, 2022, the Company announced the completion of the sale of the Homestake Ridge project to Dolly Varden Silver Corporation (“Dolly Varden”), a publicly traded corporation listed on the TSX Venture Exchange. Pursuant to the Homestake Purchase Agreement entered into on December 6, 2021, Dolly Varden acquired 100% of Homestake Resource Corporation from Fury in exchange for a $5 million cash payment and the issuance of 76,504,590 common shares of Dolly Varden. On October 13, 2022, the Company sold 17 million common shares, representing 22.2% of the Company’s interest in Dolly Varden, for gross proceeds of $6.8 million, and resulting in the Company’s interest in Dolly Varden being reduced to 25.8%. Following a further dilutive equity financing completed by Dolly Varden on December 22, 2022, Fury Gold owns approximately 23.5% of Dolly Varden’s as at December 31, 2022.
2022 Acquisition of 25% interest in Universal Mineral Services Ltd (“UMS”)
On April 1, 2022, the Company purchased a 25% share interest in UMS, a private shared-services provider for nominal consideration. The remaining 75% of UMS is owned equally by three other junior resource issuers, namely Tier One Silver Inc, Coppernico Metals Inc, and Torq Resources Inc. who share a head office location in Vancouver, BC. Previously, UMS had been privately owned by a director in common, Mr. Ivan Bebek, then subsequently from January 1, 2022, by Mr. Steve Cook, another director in common, until March 31, 2022.
UMS is the private company through which its shareholders, including Fury Gold, share geological, financial, and transactional advisory services as well as administrative services on a full, 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 180 days notice. Many of the Company’s key personnel are now, or will be, directly employed by UMS and seconded to the Company and other members of the group.
2022 Acquisition of additional interest in the Eleonore South Joint Venture (“ESJV”)
On September 12, 2022, the Company and its joint venture partner Newmont, through their respective subsidiaries, completed the acquisition of the remaining approximately 23.77% participating interest of Azimut Exploration Inc. in the ESJV, on a pro-rata basis. As a result of the transaction, the 100% ESJV participating interests are now held 50.022% by the Company and 49.978% by Newmont with Fury remaining operator under an amended and restated joint operating agreement.
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Inter-corporate Relationships
Fury Gold conducts its business through a number of wholly-owned subsidiaries. The following diagram depicts the Company’s corporate structure as of December 31, 2022 and its subsidiaries, including the name, jurisdiction of incorporate and proportion of ownership in each:u
Not reflected in the above organization chart is a Delaware subsidiary with no material assets used for administrative payroll purposes and the Company’s 25% interest in UMS. (See interest of “Management in Material Transactions- Agreement with Universal Mineral Services Ltd.”)
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GENERAL DEVELOPMENT OF THE BUSINESS
Business of Fury Gold
Fury Gold Mines is a Canadian-focused high-grade gold exploration company strategically positioned in two prolific mining regions: the Eeyou Istchee James Bay Region of Quebec and the Kitikmeot Region in Nunavut. Fury Gold has a portfolio of mineral properties including the Eau Claire property located in the Eeyou Istchee James Bay Region of Northern Quebec (the “Eau Claire Project”), the Committee Bay gold project located in the Kitikmeot Region of Nunavut (the “Committee Bay Project”) and the ESJV of which Fury Gold is the operator.
Three Year History Fury Gold’s Business
2020
Financings
In February 2020, the Company closed a non-brokered private placement (the “February 2020 Offering”) of 9,375,000 Common Shares, in two tranches, at a price of $1.60 per Common Share for aggregate gross proceeds of approximately $15.0 million. The proceeds from the February 2020 Offering were used for exploration purposes on Peruvian properties which were spun out to the SpinCos (as defined below) in connection with the Reorganization Arrangement.
On February 6, 2020, and concurrent with the closing of the first tranche of the February 2020 Offering, the Company amended the Bridge Loan to provide mutual conversion rights to the Lender and the Company, and also to reduce the annual interest rate from 10% to 5% from the date of amendment (the “Loan Amendment”). Under the terms of the Loan Amendment, the Lender obtained the right to convert the $3.0 million of principal and approximately $0.1 million of accrued interest, into Common Shares at the price of $1.60 per Common Share, while the Company obtained the right to require conversion if the Common Shares trade on the TSX at a price of $2.50 per Common Share or more for any five consecutive trading days prior to the maturity date of the Bridge Loan.
On July 7, 2020, the Company announced that the Bridge Loan had been converted into Common Shares. In accordance with the Loan Amendment, a total of 1,952,084 Common Shares were issued to the Lender at a price of $1.60 per Common Share. From the total, 1,875,000 Shares were issued on conversion of the $3.0 million principal loan and 77,084 Shares were issued on conversion of approximately $0.1 million of interest that had accrued at a rate of 10% per annum up to the date of the Loan Amendment. The balance of the interest on the loan, which had accrued at a rate of 5% per annum from the date of the Loan Amendment, was paid to the Lender in cash.
Merger with Eastmain Resources and South American Projects Spin-offs
The Company completed a series of interdependent transactions to create what is now “Fury Gold” effective October 9, 2020. These transactions include the acquisition of 100% of a TSX listed company Eastmain Resources Ltd. (the “Eastmain Transaction”) while concurrently spinning-off its South American projects into two new companies, the shares of which were distributed to Fury Gold shareholders (the “Spin-out Transactions”). Each of the Eastmain Transaction and the Spin-out Transactions are further described below.
Under the Eastmain Transaction, the Company acquired all of the then issued and outstanding shares of Eastmain in accordance with the terms and conditions of the Arrangement Agreement made amongst the Company, Eastmain and the two subsidiaries used as the spin-off corporate vehicles. These two spin-off companies were 1258618 B.C. Ltd. (“SpinCo Sombrero”) and 1258620 B.C. Ltd. (“SpinCo Curibaya”, and together with SpinCo Sombrero, the “SpinCos”). The transactions were effected by way of two court-approved plan of arrangements, one under the Business Corporations Act (Ontario) (the “Eastmain Arrangement”) and one under the Business Corporations Act (BC) (the “Reorganization Arrangement”).
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Under the Eastmain Arrangement, the Company acquired 100% of Eastmain in order to complete the Eastmain Transaction while under the Reorganization Arrangement; the Company consolidated its shares and spun off its two South American projects. A concurrent subscription receipts financing was a condition to the completion of each of the Eastmain Transaction and the Spin-out Transactions.
In the Eastmain Arrangement, Eastmain shareholders received approximately 0.116685115 of a post-consolidation Fury Gold Common Share for each Eastmain common share held. On October 7, 2020, the British Columbia Supreme Court and the Ontario Superior Court of Justice issued final orders approving the Reorganization Arrangement and the Eastmain Arrangement, respectively after shareholders of both companies had approved their respective Arrangements. The Company changed its name to “Fury Gold Mines Limited”.
Immediately following the closing of the Eastmain Transaction and the Spinco Transactions there were 117,750,000 Common Shares of Fury Gold issued and outstanding. The ticker symbol for the Common Shares was changed to “FURY” effective October 12, 2020 on the NYSE American and October 13, 2020 on the TSX. Eastmain’s common shares were delisted form the TSX and removed from the OTCQB after the end of trading on October 9, 2020. Upon closing of the Eastmain Transaction, Eastmain became a wholly-owned subsidiary of Fury Gold. Upon closing of the Spinco Transactions, each of SpinCo Cubibaya and SpinCo Sombrero was owned by the then shareholders of Fury Gold, and Fury Gold ceased to have any ownership interest in either SpinCo Cubibaya and SpinCo Sombrero or the Peruvian properties formerly owned by Fury Gold and transferred to SpinCo Cubibaya and SpinCo Sombrero.
Changes in Management
In accordance with the terms of the Arrangement Agreement and immediately following the closing of the Eastmain Transaction and Spinco Transactions, Mike Timmins was appointed President and Chief Executive Officer of the Company and joined the board of directors of the Company (the “Board”) and two directors of Eastmain were appointed to the Fury Gold Board. The Board and executive personnel subsequently changed further as described below.
On November 9, 2020, Dr. Lynsey Sherry was appointed Chief Financial Officer of the Company. Dr. Sherry, formerly the Vice President, Controller of Goldcorp Inc. (now Newmont Corporation), took over from Elizabeth Senez who had been Interim Chief Financial Officer.
Eau Claire Exploration Program
In November 2020, Fury Gold commenced its 50,000 metre (“m”) drill program at the Eau Claire project. The drill program consists of an infill phase focused on upgrading and expanding the current resource and an exploration phase designed to test along the 4.5 km long deposit trend including a one-km down plunge extension of the resource. The program continued through 2021 and 2022 with approximately 52,700m completed and the results are discussed below under “Eau Claire Project – 2021 Eau Claire Exploration Program”.
Committee Bay Project Drill and Exploration Plans
On September 29, 2020, the Company announced 12 refined targets across the Committee Bay Project gold belt that aim to leverage the targeting breakthrough along the Kalulik – Aiviq structural corridor and the Anuri target area, as well as expand upon the Three Bluffs deposit. The targets are within known gold-bearing systems and were derived using the technical team’s critical new understanding of high-grade (+5 g/t gold) systems across the belt based on geophysical conductivity data collected since Fury Gold has worked on the project. The targeting breakthrough enabled Fury Gold to empirically determine the system drivers that define high-grade across the belt.
2021
Eau Claire Exploration Program
As noted above, in November 2020, Fury Gold commenced an ongoing initial 50,000m drill program at the Eau Claire project. The drill program consists of i) an infill phase focused on upgrading and expanding the current resource (“Infill Program”) and ii) an exploration phase designed to test targets along the 4.5km long deposit trend (“Expansion Program”). To date a total of 35,297 metres, or approximately 70% of the total program, have been drilled at Eau Claire. The Company temporarily paused drilling at Eau Claire in the fourth quarter of 2021 to allow the receipt of pending drillhole assay results. The remainder of the program is planned to be completed in 2022.
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During the third quarter of 2021, the Company completed biogeochemical surveys on three grids targeting six priority regional exploration targets (“Regional Exploration Program”).
The Expansion Drill Program, Exploration Drill Program and the Regional Exploration Program are discussed below under “Eau Claire Project – 2022 Eau Claire Exploration Program ”.
Committee Bay Project Drill and Exploration Program
The Company completed 2,587m of diamond drilling during a six-week field program in the third quarter of 2021. As summarized below under “Committee Bay Project – 2021 Committee Bay Exploration Program”. The drilling was focused on expanding the defined high-grade mineralization at the Raven prospect and testing the potential mineralization below the current resource at the Three Bluffs deposit.
Changes to Management and the Board
On March 16, 2021, the Company announced that Tim Clark has been appointed a director of the Company, replacing Mr. Blair Schultz, an Eastmain nominee, who had resigned as a director. The Company also announced the appointment of Jeffrey Mason as lead director.
On August 18, 2021, the Company appointed Tim Clark to the position of Chief Executive Officer replacing Mr. Timmins who resigned to pursue other opportunities. Mr. Clark has 23 years of global capital markets experience with numerous major US, European and Canadian banks. Over the years, he has developed strong working relationships with Tier 1 institutional investors throughout the United States and Canada, providing corporate strategy, and peer and financial analysis and insights on corporates within the materials, commodities and mining sectors.
Financing
On October 13, 2021, the Company announced the closure of a non-brokered private placement of 7,461,450 Units and raised gross proceeds of CAD$5,596,088. Each Unit consisted of one Common Share and one common share purchase warrant, (each, a "Warrant") entitling the holder to purchase one Common Share ("Warrant Share") at a price of CAD$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 CAD$1.50 for 20 consecutive trading days.
Corporate developments
On April 30, 2021, the Company announced the filing of a preliminary short form base shelf prospectus (the "Shelf Prospectus") with the securities commissions or similar regulatory authorities in all of the provinces and territories of Canada and has filed a corresponding registration statement on Form F-10 with the United States Securities and Exchange Commission. The final Shelf Prospectus was filed on May 10, 2021, and the Form F-10 registration statements was declared effective by the SEC on May 11, 2021. As a result of the completion of these filings, the Company is permitted to publicly offer up to $200 million of common shares, subscription receipts, warrants, and units or any combination thereof to investors in Canada and the United States during the 25-month period from May 10, 2021, that the Shelf Prospectus is effective.
On September 13, 2021, the Company announced that it had entered into a Royalty Purchase Agreement for the purchase of a 2% net smelter return royalty on certain claims at its Homestake Ridge project in British Columbia. The purchase price paid was $400,000, payable 25% in cash and 75% in shares. The purchase completed on September 27, 2021, and the Company issued 328,767 common shares on closing.
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On December 6, 2021, the Company entered into a definitive agreement with Dolly Varden Silver Corp. pursuant to which the Company completed the sale of a 100% interest in Homestake Resources Corporation, the owner of a 100% interest in the Homestake Ridge Project, to Dolly Varden which completed on February 25, 2022, after Dolly Varden shareholder approval was obtained.
2022 and to March 24, 2023
Eau Claire Exploration Program
In October 2022, the Company completed the initial drilling program at Eau Claire and the Percival prospect, completing a total of approximately 52,700m from 2020-2022, with the final 17,700m completed in 2022. Additionally, the company completed a B-horizon soil sampling program at Lac Clarkie, a property adjacent to the Eau Claire project.
The Expansion Drill Program, Exploration Drill Program and the Regional Exploration Program are discussed below under “Eau Claire Project – 2022 Eau Claire Exploration Program”.
Changes to Management and the Board
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 announces that Salisha Ilyas, Vice President of Investor Relations, has resigned to pursue other opportunities.
On May 24, 2022, the Company announced that the Company’s Board Chair’s Chair, Ivan Bebek was retiring from the Board, effective June 29, 2022 and would be appointed to the Company’s strategic advisory board.
On February 22, 2023, the Company announced that its Board of Directors has appointed Brian Christie as an Independent Director, effective immediately. Mr. Christie most recently served as Vice President, Investor Relations at Agnico Eagle Mines Limited, prior to which Mr. Christie worked for over 17 years as a precious and base metals mining analyst 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). On January 11, 2023, the Company also announced the appointment of Mr. Jeffrey Mason as Board Chair, having previously served as the Company’s Lead Independent Director.
Financing
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 gross proceeds of $11,000.
On March 2, 2023, the Company announced that it had entered into an agreement with Haywood Securities Inc., on behalf of itself and a syndicate of underwriters to be formed (collectively, the “Underwriters”) pursuant to which the Underwriters have agreed to purchase, on a bought deal private placement basis, 6,076,500 common shares of the Company that qualify as “flow-through shares” as defined under subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Québec) (the “FT Shares”) at a price of $1.44 per FT Share (the “Issue Price”) to be sold on a charitable flow-through basis, representing total gross proceeds to the Company of $8,750. The transaction closed on March 23, 2023.
Completion of Sale of Homestake Ridge to Dolly Varden and Investor Rights Agreement
On February 25, 2022, the Company completed the sale of the Homestake Ridge Project to Dolly Varden. Pursuant to the agreement entered into on December 6, 2021 (“Homestake Purchase Agreement”), Dolly Varden purchased 100% of the shares of Homestake Resource Corporation from Fury Gold for a $5 million cash payment and the issuance of 76,504,590 common shares of Dolly Varden (the “Homestake Transaction. As a result of the sale, the Company has an indirect economic interest in the Homestake Ridge Project through its ownership of shares of Dolly Varden but does not have legal control over either Dolly Varden or the Homestake Ridge Project.
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In connection with the Homestake Transaction, Dolly Varden and Fury Gold have also entered into an investor rights agreement (the "Homestake Investor Rights Agreement") pursuant to which Fury Gold has the following rights, and is subject to the following obligations:
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| (i) | Fury Gold will have the right to appoint two nominees to the Dolly Varden board so long as Fury Gold owns greater than 20% of the Dolly Varden common shares outstanding. Should Fury Gold own less than 20% but greater than 10% of the Dolly Varden shares outstanding, Fury Gold shall have the right to appoint one nominee to the Dolly Varden board. Tim Clark, the Chief Executive Officer of Fury Gold, and Michael Henrichsen, the Chief Geological Officer of Fury Gold, joined the Dolly Varden Board upon closing of the Homestake Transaction. |
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| (ii) | Fury Gold will have the right to appoint one member to Dolly Varden’s technical committee for the purpose of providing non-binding advice and recommendations to the Dolly Varden board for so long as Fury Gold is entitled to appoint one nominee to the Dolly Varden board. |
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| (iii) | Fury will have pre-emptive rights to maintain its ownership percentage in Dolly Varden for so long as Fury Gold owns more than 10% of the outstanding Dolly Varden common shares, subject to certain carve-outs and top-up rights. |
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| (iv) | Fury Gold will not sell the DV Shares during the one-year hold period following closing and will provide to Dolly Varden the right to direct the sale of any DV Shares proposed to be sold by Fury Gold after the expiry of the initial one-year hold period. |
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| (v) | Fury Gold will for the initial two year period following closing, and subject to Fury Gold continuing to hold at least 10% of Dolly Varden’s outstanding shares, vote its shares in accordance with Dolly Varden management’s recommendations at each meeting of the shareholders of Dolly Varden, subject to exceptions for certain excluded matters, including special resolutions, minority shareholder votes required pursuant to Multilateral Instrument 61-101 and matters that would materially and adversely impact Fury Gold disproportionately. |
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| (vi) | Fury Gold will not for the initial three-year period following Closing, and subject to Fury Gold continuing to hold at least 10% of Dolly Varden’s outstanding shares, acquire additional securities of Dolly Varden, solicit proxies separately from any Dolly Varden board approved proxy circular or otherwise seek to control management, the board or the policies of Dolly Varden. |
Partial sale of Dolly Varden investment
On October 3, 2022, the Company announced that it had entered into a non-brokered sale agreement to sell 17 million common shares of Dolly Varden at $0.40 per share, representing approximately 7.4% of the outstanding common shares of Dolly Varden. The gross proceeds received by the Company upon close of the transaction on October 13, 2022, was $6,800. At December 31, 2022, the Company held a 23.5% interest in Dolly Varden.
BUSINESS DESCRIPTION
General
Fury Gold Mines is a Canadian-focused high-grade gold exploration company strategically positioned in two prolific mining regions: the Eeyou Istchee James Bay Region of Quebec and the Kitikmeot Region in Nunavut. Fury Gold has a portfolio of mineral properties of which only two are considered material at this time: the Eau Claire property located in the Eeyou Istchee James Bay Region of Northern Quebec (the “Eau Claire Project”), and the Committee Bay gold project located in the Kitikmeot Region of Nunavut (the “Committee Bay Project”). The Eleonore South Joint Venture (“Eleonore South Joint Venture”), of which Fury Gold is the operator and holds a 50.022% equity interest, is not considered to be a material project at this time.
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Since 2016, the Company has been actively exploring its mineral projects with the goal of identifying new areas of significant mineralization. As discussed in Committee Bay Project and Eau Claire Project sections below, the majority of this work has taken place away from the known deposit areas in the form of regional exploration and prospect drilling at satellite targets. Though this work has yet to lead to the discovery of any new material mineral deposits, it has strengthened the Company’s understanding of the geological systems and provided new evidence with respect to the projects continued perspectivity. The Company expects to continue its exploration on the Eau Claire Project through 2021 as discussed above under the heading “General Development of the Business – Recent Developments”.
The Company has not yet determined whether any of its mineral property interests contain economically recoverable mineral reserves. The Company’s continuing operations and the underlying value of the Company’s mineral property interests are entirely dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the exploration of its mineral property interests, obtaining the necessary mining permits, and on future profitable production or the proceeds from the disposition of the exploration and evaluation assets. See “Risk Factors” for further information.
Specialized Skill and Knowledge
Most aspects of the Company’s business require specialized skills and knowledge. Such skills and knowledge include the areas of geology, mining, metallurgy, engineering, environment issues, permitting, social issues, capital markets, financing and accounting. While competition in the resource mining industry can make it difficult to locate and retain competent employees in such fields, the Company has been successful in finding and retaining personnel for the majority of its key processes. See “Risk Factors – Specialized Skill and Knowledge”.
In addition, Fury Gold’s technical and management teams have a track record of successfully monetizing assets for all stakeholders and local communities in which it operates. Fury Gold conducts itself to the highest standards of corporate governance and sustainability.
Competitive Conditions
The mineral exploration industry is competitive and Fury Gold will be required to compete for the acquisition of project opportunities. As a result of this competition Fury Gold may not be able to acquire or retain prospective mineral projects, technical experts that can find, develop and mine such mineral properties and interests, workers to operate its mineral properties, and capital to finance exploration, development and future operations. The Company competes with other mining companies, some of which have greater financial resources and technical facilities, for the acquisition of mineral property interests, the recruitment and retention of qualified employees and for necessary investment capital with which to fund its operations and projects. See “Risk Factors – Competitive Conditions”.
Cyclical and Seasonal
The Company’s mineral exploration activities may be subject to seasonality due to adverse weather conditions including, without limitation, incremental weather, frozen ground and restricted access due to snow, ice or other weather-related factors. Further, the mining business, and particularly the precious metals industry, including the gold industry, is subject to metal price cycles. Moreover, the mining and mineral exploration business is subject to global economic cycles effecting, among other things, the marketability and price of gold products in the global marketplace. See “Risk Factors – Commodity Price Fluctuations and Cycles”.
Intangible Properties
The Company’s intangible property, including its mineral and surface rights, is described elsewhere in this AIF. The Company’s business is not materially affected by intangibles such as business or commercial licenses, patents and trademarks.
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Environmental Protection
Exploration activities are subject to numerous and often stringent environmental laws and regulations. Compliance with such laws and regulations increases the costs of and delays planning, designing, drilling and developing the Company’s properties. To the best of management’s knowledge, the Company is in compliance in all material respects with all environmental laws and regulations applicable to its exploration and drilling activities. Fury Gold is committed to meeting or surpassing all applicable environmental legislation, regulations, permit and license requirements, and to continuously improving its environmental performance and practices. The Company embraces safe, socially and environmentally responsible and sustainable work practices during all activities. Fury Gold seeks to utilize innovative technologies and techniques to reduce its environmental footprint across all of the Company’s projects. This includes awarding drill contracts to an EcoLogo certified contractor at Eau Claire, the use of Rotary Air Blast (RAB) drilling at the Committee Bay Project, which reduces water usage, footprint and time on the ground, and the use of drone imagery to allow targeted ground-based follow up of outcrop. Current costs associated with compliance are considered to be normal. See “Risk Factors – Environmental Regulatory, Health & Safety Risks and “Risk Factors – Environmental Protection”.
Employees
As at December 31, 2022, the Company had approximately 11 equivalent full-time employees located primarily in Canada. The Company shares technical and administrative functions provided by Vancouver-based Universal Mineral Services Ltd on a full-cost recovery basis (See “Interest of Management on Material Transactions-Agreement with Universal Mineral Services Ltd.) . The Company also relies on consultants and contractors to carry on many of its business activities and, in particular, to supervise and carry out mineral exploration and drilling on its mineral properties. No management functions of Fury Gold are performed to any substantial degree by a person other than the directors or executive officers of Fury Gold.
Social and Environmental Policies
Building and maintaining good corporate citizenship is an important component of Fury Gold’s business practices. The Company has adopted several social and environmental policies and codes of conduct that are essential to its operations. The Company’s operating practices are governed by the principles set out in its Code of Business Conduct and Ethics, Gender Diversity Policy, Insider Trading Policy, Disclosure Policy and Whistle-Blower Policy.
Fury Gold endeavours to contribute to the communities in which it operates by focusing on activities that can make a meaningful, positive and lasting difference to the lives of those affected by its presence. Fury Gold prioritizes creating mutually beneficial and long-term partnerships with the communities where it operates, respecting their interests as our own. Fury Gold establishes constructive local partnerships to contribute to local priorities and interests and to have communities benefit both socially and economically from its activities. The Company seeks opportunities to maximize employment and procurement for local communities through the provision of suitable training opportunities and resources.
Fury Gold endeavours to engage in open and transparent dialogue with governments, local communities, Indigenous peoples, organizations and individuals on the basis of respect, fairness and meaningful consultation and participation.
Further information regarding Fury Gold’s corporate governance policies and charters can be found on its website at www.furygoldmines.com/corporate/corporate-governance.
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Indigenous and Local Community Engagement
Fury Gold respects and engages meaningfully with Indigenous and local communities at all of its operations. The Company is committed to working constructively with local communities, government agencies and Indigenous groups to ensure that exploration work is conducted in a culturally and environmentally sensitive manner. The Company’s engagement with Indigenous and local communities is governed by the principles set out in its Indigenous and Community Relations Committee Charter. Moreover, Fury Gold is committed to:
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| · | sharing information about its projects and operations, providing meaningful opportunities for input and dialogue and involving local and Indigenous communities in archaeological work, environmental assessments and related studies; |
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| · | making meaningful efforts to reach agreements with local and Indigenous groups on the preferred method of participation and engagement processes; |
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| · | exploring opportunities for local and Indigenous communities to benefit from its projects and activities, which may include employment, contracting, training, community benefits and agreements, as appropriate to the type and stage of activity being undertaken; and |
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| · | engaging in candid and respectful dialogue with a view to resolving or minimizing any disagreements and ensuring full communication in respect of any unresolved issues. |
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Fury Gold is committed to responsible mineral exploration. The Company values forging strong, durable, and respectful relationships with the Indigenous communities in which it operates. During 2021, employees and the board of directors took part in a multi-module accredited in-house learning program to facilitate the building of Indigenous cultural competency.
During the year ended December 31, 2022, the Company continued to work through its 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 an overall score of BB with a range of CC to A broken down into a corporate score of BB with a range of B to A and a project score of BB with a range of CC to A for both the Eau Claire and Committee Bay projects. These results are considered strong for an exploration company and the Company is continually evaluating and implementing initiatives to improve future scores.
Fury Gold’s Indigenous and Community Relations Committee Charter can be viewed on its website at www.furygoldmines.com/corporate/corporate-governance.
Continuing Operations and COVID-19
While the Company continues to monitor developments with regards to COVID-19 and permitted activities, there were no impacts to the Company’s exploration program in 2022 arising from COVID-19. See “Risk Factors – COVID-19 and Other Pandemics”.
THE COMPANY’S MINERAL PROJECTS
Eau Claire Project
The following disclosure relating to the Eau Claire Project (other than the disclosure regarding the 2020, 2021 and 2022 Eau Claire exploration programs) is based on information derived from the NI 43-101 compliant technical report on the Eau Claire Project entitled “Technical Report, Updated Mineral Resource Estimate and Preliminary Economic Assessment on the Eau Claire Gold Deposit, Clearwater Property, Quebec, Canada” with an effective date of February 4, 2018. Reference should be made to the full text of the Eau Claire Report, which is available electronically on the SEDAR website at www.sedar.com under our SEDAR profile, as the Eau Claire Report contains additional assumptions, qualifications, references, reliance and procedures which are not fully described herein. The Eau Claire Report is the only current NI 43-101 compliant technical report with respect to the Eau Claire Project and supersedes all previous technical reports. All information of a scientific or technical nature contained below and provided after the date of the Eau Claire Report has been reviewed and approved by David Frappier-Rivard, the Company’s Exploration Manager and a qualified person for the purposes of NI 43-101.
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Property Description and Location
Fury Gold owns a 100%-interest in the Eau Claire Project, host to the Eau Claire gold deposit, one of five known gold deposits in the Eeyou Istchee James Bay region of Québec. The largest of these, Newmont’s Éléonore mine, is located 57 km NNW of the Eau Claire Project.
The Eau Claire Project is located immediately north of the Eastmain reservoir, 10 km east-northeast of Hydro Quebec’s EM-1 hydroelectric power facility, 80 km north of the town of Nemaska and approximately 320 km northeast of the town of Matagami and 800 km north of Montreal in the Eeyou Istchee James Bay Region of Québec (UTM NAD 83, Zone 18: 444,000E; 5,785,000N). This property consists of map-designated claims, (CDC’s) totaling approximately 233 km2. These claims are held 100% by Fury Gold and are currently in good standing. Permits are obtained annually for all surface exploration, particularly trenching and drilling, undertaken on the property.
Accessibility, Climate, Local Resources, Infrastructure and Physiography
The property is located 80 km north of a commercial airport at Nemiscau and less than 10 km east-northeast of Hydro Québec’s EM-1 complex (Figure 1). The Eau Claire gold deposit is situated at the western end of the property 2.5 km from Hydro Québec’s nearest service road. The property is accessible by the all-weather Route du Nord from the town of Chibougamau to Hydro Quebec’s Eastmain One power generation complex (EM-1). Alternatively, the property may be accessed from the town of Amos via Matagami and the Route de la Baie James and the Route du Nord. Under normal operating conditions, the Nemiscau Airport has several commercial flights per week from Montreal.
All-weather road access reaches the southern boundary of the property, five km east of Hydro Québec’s principal EM-1 dam, located on the Eastmain River. The base camp and deposit are accessible by four-wheel drive truck, ATV or snowmobile.
The area is well known for its extensive hydroelectric complex and associated infrastructure. Hydro-Québec’s EM-1 Power Project currently includes a 100-person camp with full amenities and medical support. The principal dam is situated near the junction of the Eastmain and Eau Claire Rivers. The Eastmain reservoir for the EM-1 hydroelectric power facility covers a large area immediately south of the Eau Claire Project. Future development of the property will require access and infrastructure improvements near EM-1 requiring consultation with Hydro Quebec.
The region and the property include many lakes and rivers. The topography is gently rolling to flat-lying with local relief ranging from 250m to 400m above sea-level. Outcrop exposure is limited. Large, east-west trending outcrop ridges and coarse sand eskers, flanked by lower troughs provide moderate drainage over most of the area. There is an abundance of quaternary deposits and swamps. The area is drained by the Eau Claire River, which in turn drains into the Eastmain River and James Bay. Vegetation includes large areas covered by sparse forest (mainly spruce) and many smaller mostly swampy areas devoid of trees.
The climate is typical of Northern Canada (temperate to sub-arctic climate) with average summer (June to September) temperatures varying from 10oC to 35°C during the day and 5°C to 15°C during the night. Winters can be cold, ranging from -40°C to -10°C. Precipitation varies during the year, reaching 2m annually, with snow cover expected from November to May. However, exploration and mining can generally be carried out year-round.
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Figure 1: Eau Claire Project Location Map depicting regional infrastructure.
Geology, Mineralization and Deposit Type
The Eeyou Istchee James Bay region is mainly comprised of the La Grande and Opinaca sub-provinces. The Eau Claire Project is underlain by typical Archean greenstone assemblages of the Eastmain Greenstone Belt, which are essentially composed of volcanic rocks of basaltic to rhyolitic composition and of 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.
A structural interpretation based on field evaluation and interpretation of high-resolution airborne magnetic surveys flown over the Eau Claire Project has defined three major deformation events (D1, D2 and D3) on the property. Based on interpretation, a crustal scale, east-west trending, D2 structural break (the Cannard Deformation Zone (“CDZ”)) has been traced for more than 100 km across the district. Gold mineralization, including that found in the Eau Claire deposit, has been traced via rock and channel sampling for a length exceeding 20 km immediately north and parallel to the CDZ. The Eau Claire gold deposit is a structurally controlled gold deposit, consisting of en-echelon sheeted quartz-tourmaline (“QT”) veins and altered rock coinciding with a mafic volcanic/felsic volcanoclastic contact, along the south limb of an F2 anticlinal fold. At Eau Claire, gold-bearing QT veins and alteration zones occur sub-parallel to the F2 fold axis and are related to a D2 structural event. The deposit is situated approximately one km north the CDZ.
Over 90% of the gold mineralization at Eau Claire occurs within interbedded iron- and magnesium-rich tholeiitic basalts. In the hanging wall to the deposit, these basalts are intruded by a quartz-feldspar porphyry dyke swarm which act to locally concentrate gold-mineralization. An iron rich felsic volcanoclastic unit is interpreted to represent the deposit footwall. The Eau Claire deposit is comprised of two zones (450 West and 850 West). The two zones are hosted in different parts of the volcanic stratigraphy and are therefore spatially distinct zones. Due to the moderate westerly plunge of the host anticline portions of the 450 West and 850 West zones outcrop on topographic highs even though the 450W zone sits stratigraphically lower than the 850W zone. For exploration purposes, the limits of the defined deposit are defined by a 0.5 g/t Au grade envelope though gold mineralization remains open in all directions.
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History
The area covered by the current Eau Claire Project was previously explored from 1984 to 1990 in a joint venture between Eastmain and Westmin Resources Ltd. Previous exploration included airborne and ground geophysical surveys, geochemical surveys, geological mapping, outcrop stripping, trenching and sampling, and diamond drilling. The Eau Claire gold deposit was discovered in 1987.
In 1995, SOQUEM Inc. optioned the property from the joint venture and initiated a multi-disciplinary exploration program, which continued until May 2002, when Eastmain took over management of the project. Eastmain acquired an option to earn SOQUEM’s remaining ownership in the Eau Claire Project during fiscal 2004, in exchange for cash and securities, thus giving Eastmain 100% ownership of the Eau Claire Project. The property was subject to a 2% NSR in favour of SOQUEM which was purchased by Eastmain in March of 2011.
Prior to the acquisition of the Eau Claire project by Fury a total 1,094 drill holes amounting to 334,602.5m of diamond core drilling were completed. Of these 888 drill holes totaling 291,900.7m were completed at the Eau Claire deposit. This drilling formed the basis for the 2018 updated mineral resource and PEA detailed below.
Security of Samples
Fury Gold manages its exploration samples from their collection points. For drilling, the foreman or driller transports drill core in closed and secured core boxes from the drill to the onsite core-logging facility, where they are received by a geologist or a geological technician. The core boxes are arranged in numerical order, opened, measured and inspected for any drill site numbering or measurement discrepancies. Prior to storage, boxes are tagged with aluminum labels.
Samples are systematically hand oriented in the core box by reference to rock foliation and end matched where possible before being marked for cutting.
While core is logged, mineralized sections are described, measured and marked for sampling with assay tags placed at the end of each sample. A technician selects the interval and saws it in half lengthwise along the core axis perpendicular to core foliation. Core is replaced in position in the core box with the ‘top’ half of the sawn sample interval placed in a plastic sample bag along with a copy of the assay tag. The sample bag is sealed with a plastic tie. The remaining half-core interval is left in the core box and stored as a permanent record or for further sampling and review.
Individual samples are placed in woven bags clearly marked with a shipping label, sealed with tape and stored for shipment. The woven bags are placed within a mega bag which is sealed with a numbered security tag for transport from camp to an accredited assay laboratory. Currently, ALS Chemex Laboratories is the initial assayer. Each sample batch is logged into a master manifest listing the sample shipment and a sample shipping list is attached to the first bag of the shipment. At every staging point from camp to the final destination, all parties handling the samples are required to confirm that the number of physical samples received in sample transport sign-off.
Sampling, Analysis and Data Verification
Fury Gold has adapted the historical Analytical Quality Assurance Program at Eau Claire to control and assure the analytical quality of assays. This protocol includes the systematic addition of blank samples and certified standards to each batch of samples sent for analysis at commercial laboratories. Blank samples are used to check for possible contamination in laboratories, while certified standards determine the analytical accuracy and precision of the laboratory procedure. Generally, check sample inserts approximate 10% of sample flow from project sites.
Pulp (inline split of 100-150 g) and coarse reject (inline split of 250-500 g) lab duplicates are also acquired by the primary lab at a rate of 2 each per hundred samples submitted and shipped to a second independent lab for further sample QA/QC.
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The Company’s main assay contractor for the Eau Claire Project is ALS Chemex. Once received by ALS, samples were weighed, dried and finely crushed to better than 90% passing 2 mm (Tyler 10 mesh). A split of 1,000 grams was taken using a riffle splitter and pulverized to better than 85% passing a 75 micron (Tyler 200 mesh) screen (package PREP-31B).
All samples were initially assayed for gold using a conventional fire assay procedure with and inductively coupled plasma – atomic absorption spectroscopy (ICP-AAS) finish on 50-gram sub-samples (package code Au-AA24). The detection limits of this method are 0.005 to 10 parts per million gold (ppm Au). Samples containing more than 5 ppm Au are re-assayed using a second 50-gram aliquot by fire assay with a gravimetric finish (package code Au-GRA22). The detection limits of this method are 0.05 to 10,000 ppm Au.
All samples are also analyzed for a suite of 47 trace elements using inductively coupled plasma (ICP) methods. The element suite includes, among others; silver, bismuth, copper, cadmium, cobalt, lead, nickel, zinc, arsenic, antimony, manganese, molybdenum, tellurium, vanadium and barium. Base metal concentrations that exceed detection limits (usually > 1%) and silver are re-analyzed via dilution and re-analyzed by inductively coupled plasma-mass spectrometry (ICP-MS). Results were corrected for spectral inter-element interference.
Mineral Processing and Metallurgical Testing
In 2010, Eastmain contracted the services of SGS Mineral Services (Lakefield Research) (“SGS”) to evaluate the mineralized material characteristics through mineralogy, chemical analyses and comminution testing, and to explore several processing avenues for the purpose of establishing a preliminary gold recovery flowsheet.
Four vein composites representing the P, JQ, R, and S veins (the “Vein Composites”) and one master composite (an equally weighted blend of the four vein composites) (the “Master Composite”) were subjected to mineralization characterization, metallurgical and environmental testing. These composites were prepared from assay reject material in freezer storage at SGS from analytical work completed in 2008.
The SGS test work completed on the Master Composite and Vein Composites samples indicated the following:
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| · | Gravity separation will generate significant gold recovery in an industrial setting. Gold recoveries ranged from 30% to 45% in the master composite and up to 74% from the S Vein composite. |
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| · | Flotation of the Master Composite gravity separation tailings, at grind sizes ranging from 121 to 65 μm, resulted in excellent gold recovery for all of the tests conducted. Approximately 94% gold recovery was achieved at a P80 of 121μm while ~96% was achieved at P80 = 65 μm. |
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| · | Gold recovery by gravity separation plus flotation ranged from 92% to 97% in the variability tests completed for the Vein Composites. |
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| · | Cyanide leaching of gravity separation tailing yielded an excellent gold response in all tests completed with approximately 95.7% of the gold being recovered in the gravity plus cyanidation flowsheet at 121 μm for the Master Composite. Gold recoveries ranged from 95.6% from the R vein composite to 98.2% from the S vein composite. |
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| · | Flotation concentrate cyanidation yielded a unit gold extraction of 98.3% at a grind size of 121 μm. Overall circuit gravity separation followed by flotation concentrate cyanidation yielded a gold extraction of 92.8%. |
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| · | The acid-base accounting and net acid generation tests completed on the various feed and tailing streams generated in the program clearly indicate that the samples will not generate acid mine drainage. |
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Supplemental test work completed in 2017 by SGS returned gold grades of 6.56 g/t Au, 0.08 g/t Au, and 4.98 g/t Au, were reported for the ore sample, hanging wall-footwall sample, and the master composite, respectively. Gold recovery by gravity separation followed by gravity tailing cyanidation yielded results that compared very well to parallel test work completed in 2010. Gold recovery from the 2010 Master Composite (at a 14.8 g/t Au head grade) was 95.7% with a final tailing grade of 0.66 g/t Au. In 2017, overall gold recovery from a head grade of 4.85 g/t Au was approximately 96%, with a final tailings grade of approximately 0.20 g/t Au.
Gravity concentration followed by direct cyanidation yielded results superior to the gravity-flotation alternative in the 2017 program. Fine grinding yielded improved gold extraction; further test work should allow optimization of grind size. The gravity and cyanidation test work results indicate that an overall gold recovery of 95% should be attainable. Bond ball mill index measurements reported by SGS yielded values of approximately 11.0 kWh/t indicating a soft material. Grinding costs should be low if the samples tested are representative. The metallurgical data developed to date are positive and sufficient for the current Eau Claire PEA level of the project.
2018 Mineral Resource Estimate and Preliminary Economic Analysis
2018 Eau Claire Mineral Resource
In conjunction with the preparation of the Preliminary Economic Assessment (“Eau Claire PEA”) an updated NI 43-101 mineral resource estimate with an effective date of February 4, 2018 was completed and is summarized below.
Mineral Resource Estimate (effective February 4, 2018)(1-6)
| Category | Tonnes | (g/t Au) | Contained Au (oz) |
| Measured | 906,000 | 6.63 | 193,000 |
| Indicated | 3,388,000 | 6.06 | 660,000 |
| Total Measured & Indicated | 4,294,000 | 6.18 | 853,000 |
| Inferred | 2,382,000 | 6.53 | 500,000 |
Open Pit and Underground Mineral Resources (effective February 4, 2018)(1-6)
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| Open Pit (surface to 150 m) | Underground (150 m – 860 m) | |||||
| Category | Tonnes | (g/t Au) | Contained Au (oz) | Tonnes | (g/t Au) | Contained Au (oz) | |
| Measured | 574,000 | 6.66 | 123,000 | 332,000 | 6.56 | 70,000 | |
| Indicated | 636,000 | 5.13 | 105,000 | 2,752,000 | 6.27 | 555,000 | |
| Measured & Indicated | 1,210,000 | 5.86 | 228,000 | 3,084,000 | 6.30 | 625,000 | |
| Inferred | 43,000 | 5.06 | 7,000 | 2,339,000 | 6.56 | 493,000 | |
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Notes:
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| 1. | Mineral resources which are not mineral reserves do not have demonstrated economic viability. All figures are rounded to reflect the relative accuracy of the estimate. Composites have been capped where appropriate. |
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| 2. | The mineral resources in this estimate were estimated using the CIM Definition Standards on mineral resources and reserves, Definitions and Guidelines prepared by the CIM Standing Committee on Reserve Definitions. |
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| 3. | Open pit mineral resources are reported at a cut-off grade of 0.5 g/t gold and underground mineral resources are reported at a cut-off grade of 2.5 g/t gold. Cut-off grades are based on a gold price of US$1,250 per ounce, a foreign exchange rate of US$0.80, and a gold recovery of 95%. |
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| 4. | The results from the pit optimization are used solely for the purpose of testing the “reasonable prospects for economic extraction” by an open pit and do not represent an attempt to estimate mineral reserves. There are no mineral reserves on the Property. The results are used as a guide to assist in the preparation of a mineral resource statement and to select an appropriate mineral resource reporting cut-off grade. |
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| 5. | The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, sociopolitical, marketing, or other relevant issues. Any material change(s) in quantity of mineral resources, grade, stripping ratio or environmental characteristics may affect the economic viability of any project undertaken by Eastmain. |
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| 6. | The inferred mineral resource in this estimate has a lower level of confidence than that applied to an Indicated mineral resource and is considered too speculative geologically to have the economic considerations applied to it that would enable it to be categorized as mineral reserves. It is reasonably expected that the majority of the inferred mineral resource could be upgraded to an indicated mineral resource with continued exploration. |
Eau Claire Preliminary Economic Assessment
On May 23, 2018, Eastmain announced the results of the Preliminary Economic Assessment (“Eau Claire PEA”) for the Eau Claire Project. The Eau Claire PEA is filed at www.SEDAR.com under the publicly accessible documents of Eastmain Resources Inc.’s profile on July 4, 2018 and is entitled “Technical Report, Updated Mineral Resource Estimate and Preliminary Economic Assessment of the Eau Claire Gold Deposit, Clearwater Property, Quebec, Canada. It is authored by Qualified Persons Eugene Puritch, P.Eng., FEC, CET,Antoine Yassa, P.Geo., Andrew Bradfield, P.Eng. of P&E Mining Consultants Inc, and Allan Armitage, Ph.D., P.Geo. of SGS Canada Inc. and has an effective date of February 4, 2018, signed July 3, 2018.
The Eau Claire PEA demonstrated robust economics for a combined open pit and underground mining operation with a mine life of 12 years.
PEA Highlights
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| · | Pre-tax NPV at 5% discount rate (“NPV5%”): $381 million. |
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| · | After-tax NPV 5%: $260 million. |
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| · | Pre-tax Internal Rate of Return (“IRR”): 32%. |
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| · | After-tax IRR: 27%. |
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| · | After-tax Payback: 3.1 years. |
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| · | Pre-production Capital Cost, including contingency: $175 million. |
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| · | Life of mine (“LOM”) Sustaining Capital Cost: $108 million. |
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| · | Average LOM Total Cash Cost: C$632/oz Au (US$486/oz). |
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| · | Average LOM All-In Sustaining Costs: C$746/oz Au (US$574/oz). |
PEA Key Assumptions and Inputs
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| · | Assumed gold price: US$1,250/oz. |
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| · | Exchange Rate: C$1.00 = US$0.77. |
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| · | Life of Mine: 12-year mine life (3 years open pit, 10 years underground). |
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| · | Years of Full production: 10. |
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| · | Open Pit Strip Ratio: 9.4:1. |
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| · | Total Open Pit Dilution: 26%. |
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| · | Main Underground Mining Method: Captive Longhole. |
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| · | Total Underground Dilution: 40%. |
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| · | Average Mining and Processing throughput: 1,500 tpd. |
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| · | Process Plant Recoveries: 95%. |
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| · | Average Annual Production (LOM): 79,200 oz gold. |
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| · | Average Annual Production (yrs 1-10): 86,100 oz gold. |
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| · | LOM recovered gold production: 951,000 oz. |
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| · | Several upside opportunities identified to further improve project economics. |
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Potentially Extractable Portion of Mineralization for Mine Planning Purposes
The Eau Claire PEA demonstrates that approximately 85% of the open pit resource are potentially extracted under the mine plan supported by the PEA. The Eau Claire PEA further demonstrates that 60% of the measured, 70% of the indicated and 75% of the inferred category underground resource are potentially extractable under the mine plan supported by the PEA. For purposes of mine planning, the potentially extractable portion of mineralization is comprised of 1.64 million tonnes open pit production, 0.22 million tonnes from measured underground resources, 1.78 million tonnes from indicated underground resources, and 1.47 million tonnes from underground inferred resources. The mineralized material modeled to be mined in the Eau Claire PEA contains mineral resources classified in the inferred mineral resource category (30%) which cannot be considered mineral reserves. These inferred mineral resources will require further exploration and definition to meet the criteria to be classified as indicated or measured mineral resources before being considered for conversion to mineral reserves at the next level of detailed economic study.
Potentially Extractable Portion of Mineral Resource Estimate (diluted and extracted)(1-4)
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| Category | Tonnes | Grade (g/t Au) | Contained Au (Oz) |
| Pit Production | Mineralized Material | 1,641,000 | 3.78 | 199,000 |
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| Overburden | 646 |
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| Waste | 14,728 |
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| UG Production | Measured | 216,00 | 6.08 | 42,200 |
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| Indicated | 1,780,000 | 6.8 | 389,200 |
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| Inferred | 1,470,000 | 7.83 | 370,100 |
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| Waste | 1,296,000 |
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Notes:
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| 1. | Mineral resources, which are not mineral reserves, do not have demonstrated economic viability. Environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues may materially affect the estimate of mineral resources. |
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| 2. | The inferred mineral resource in this estimate has a lower level of confidence than that applied to an indicated mineral resource and is considered too speculative geologically to have the economic considerations applied to it that would enable it to be categorized as mineral reserves. It is reasonably expected that the majority of the inferred mineral resource could be upgraded to an indicated mineral resource with continued exploration. |
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| 3. | The potentially extractable portion of the mineral resource estimate was prepared by Eugene Puritch, P. Eng., FEC, CET and Andrew Bradfield P.Eng. of P&E Mining Consultants Inc. in the Eau Claire PEA and mineral resource estimate reported was estimated using the CIM Definition Standards. |
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| 4. | The potentially extractable portion of the Open pit mineral resources are reported at a cut-off grade of 0.66 g/t gold and the potentially extractable portion of the underground mineral resources are reported at a cut-off grade of 2.7 g/t gold. Cut-off grades are based on a gold price of US$1,250 per ounce, a foreign exchange rate of US$0.80, and a gold recovery of 95%. Table entries are rounded. |
Mine Plan
Proposed mining would commence with open pit mining followed by underground mining. The Eau Claire PEA proposes a conventional truck and shovel open pit operation, followed by ramp access and captive long-hole open stopping in the underground portion of the mine. The mine plan is to extract the upper portions of the mineral resources (top 100 m) using open pit mining methods. While the open pit is producing, an underground portal will be established outside of the pit and an underground ramp will be extended below the proposed crown pillar.
The Eau Claire PEA schedule assumes mining of 1,641,000 tonnes of mineralized material at 3.78 g/t Au for 199,000 oz Au contained over three years from the two open pits. The open pit operations consist of production from the main pit (650 m x 275 m x 100 m depth) and the smaller west pit (260 m x 120 m x 40 m depth), to be mined at a bench height of five m. The open pits have an average strip ratio of 9.4:1.
Underground mining will progress by captive longhole methods in a top-down fashion with major sublevels every 24 m. The underground operation assumes mining of 4,762,000 tonnes of mineralized material grading 5.24 g/t Au for 801,500 oz over 11 years. The average planned dilution factor was conservatively applied at 40% at zero dilution grade.
The Eau Claire PEA schedule assumes a combined open pit and underground operations of 6,403,000 tonnes of mineralized material at blended grade of 4.87 g/t Au for 1,001,000 contained oz Au over 12 years.
| -A-25- |
Processing and Recovery
Gold mineralization will be processed in a 1,500 tpd process plant using conventional crushing, grinding, cyanidation and Carbon-In-Pulp processes. The conventional cyanidation circuit includes a gravity concentration within the grinding circuit followed by direct cyanidation of gravity tails. The Eau Claire PEA recovery factor relies on metallurgical test work conducted by SGS Lakefield Research Limited which indicates gold recovery of 95% is attainable with gravity and cyanidation processes. A bond ball mill index of 11.0 kWh/t indicates material will not require high energy to be processed.
Infrastructure & Tailings
Power to the Eau Claire Project will be sourced through an 18 km power line from a substation at the Hydro Québec Eastmain dam to the project site. Site overall power consumption will average 7 MW.
Tailings will be dewatered in the process plant and transported by truck to a geomembrane-lined Tailings Management Facility (“TMF”), reducing risk for potential surface and groundwater contamination. The TMF design will incorporate engineered features to manage the chemical and physical stability of the deposited tailings in accordance with current best-in-class practices. This mitigation strategy is similar to those at other operations in the region.
Major surface facilities to support the Eau Claire Project will include an administration and engineering building, security, warehouse, fuel and explosive storage, fire protection, maintenance shops and a mine camp that can accommodate 200 people.
Economic Analysis, Capital Costs and Sensitivity
An economic model was developed to estimate the Eau Claire gold deposit LOM plan comprised of mining the measured, indicated and inferred mineral resources of both the open pit and underground mineral resource estimate. After two years of pre-production construction with half a year of open pit pre-strip mining, the LOM plan covers almost 12 years of production. Production ramps up quickly to a steady-state rate of 1,500 tpd processed. After-tax estimates of the Eau Claire Project values were developed to define investment value.
Pre-production capital work consists of constructing the main access road, site roads, processing plant, camp/office/dry, the TMF, power line with substation/transformers, and purchasing open pit mining and support equipment. A summary of the Eau Claire Project capital costs is provided below.
The parameters used in the economic analysis have been summarized below. No royalty is applicable to the Eau Claire Project. Tax estimates reflect a Québec income tax rate of 26% and federal income tax of 10%. $48 million in tax losses accumulated by Eastmain have been applied.
Capital Cost Summary
| Input (all C$M) | Pre-Production | Sustaining | LOM |
| Development | 21.8 | 84.3 | 106.1 |
| Equipment & Infrastructure | 42.9 | - | 42.9 |
| Tailings | 4.6 | 5.5 | 10.1 |
| Process Plant | 67.1 | 0.5 | 67.6 |
| Owner Costs | 11.0 | - | 11.0 |
| Contingency (20%) | 27.3 | 18.0 | 45.3 |
| Total Capital Costs | 174.7 | 108.2 | 282.9 |
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NPV, IRR and Payback Summary
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| Gold Price Sensitivities | ||
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| Unit | US$1,150/oz | US$1,250/0z Base Case | US$1,350/oz |
| Macro Parameters |
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| Gold Price | US $/o | 1,150 | 1,250 | 1,350 |
| Exchange Rate | C$/US | 0.77 | 0.77 | 0.77 |
| Pre-Tax |
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| NPV5% | C$M | 297.4 | 380.9 | 464.4 |
| IRR | % | 27 | 32 | 36 |
| After-Tax |
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| NPV5% | C$M | 205.4 | 260.2 | 315.1 |
| IRR | % | 23 | 27 | 31 |
| Payback | years | 3.7 | 3.1 | 2.6 |
Opportunities to Enhance Project Value
Deposit Expansion and Property-Scale Satellite Mineral Resource Development
Opportunities exist to expand and build mineral resources proximal to the proposed underground mine infrastructure at Eau Claire. In particular, exploration on the 450 West zone has indicated that gold mineralization may extend at depth as well as along strike to the east and west.
Gold mineralization has been historically identified and recently confirmed at numerous surface prospects within the Eau Claire Project. Additional mineral resources which may be defined at these prospects could support larger scale production and extend the potential mine life.
Recommendations
The following summarizes the work programs recommended by the authors of the 2018 Technical Report for the Eau Claire Project.
Recommended Work Programs
| Item | Cost $ |
| Deposit mineral resource identification drilling (>400 m depth) 4,000 m | 1,000,000 |
| Mineral resource classification improvement (entire Deposit) drilling 20,000 m | 5,000,000 |
| Geophysics/Trenching/Assays Clearwater Property targets | 950,000 |
| Clearwater Property target drilling 4,000 m | 1,000,000 |
| Updated mineral resource estimate | 150,000 |
| Underground exploration ramp | 7,000,000 |
| Pre-Feasibility Study | 750,000 |
| Total | 15,850,000 |
Readers are cautioned that the Eau Claire PEA is preliminary in nature, that it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized.
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Following the completion of the Eau Claire PEA, Eastmain (prior to its acquisition by Fury Gold) and Fury Gold have completed the following additional 2019 through 2021 exploration programs as part of the Clearwater Property exploration and drilling recommended by the Eau Claire PEA as well as additional exploration aimed at expanding upon the defined gold mineralization at the Eau Claire Deposit. The work completed within this timeframe has been purely exploration and the recommended work programs focused on resource conversion, engineering or development remains to be completed.
Post PEA Eau Claire Exploration Program
As part of the late 2018 through 2019 exploration program a significant new discovery was made at the Percival Prospect within the Eau Claire Property. Percival is located 14 km east of the Eau Claire Deposit and represents a new and distinct style of mineralization on the property being hosted within a silicified breccia associated with iron formation and chemical sediments. Initial drilling returned intervals of 1.46 g/t Au over 78.5 m (ER18-822), 2.22 g/t Au over 93.1 m including 6.26 g/t Au over 9.0m (ER18-823), 3.46 g/t Au over 18.8 m including 7.13 g/t Au over 8.5 m (ER19-830) and 8.47 g/t Au over 2.0 m (ER19-845).
Subsequent to the Percival drill discover, surficial exploration was carried out which included stripping and trenching. Highlight results from the 2019 channel sampling at Percival included Channel F (2.07 g/t Au over 11 m), Channels G and Ga (3.33 g/t Au over 18 m and 3.69 g/t Au over 14 m) and Channel P (1.96 g/t Au over 28 m).
2020 - 2022 Eau Claire Exploration Program
In November 2020, Fury Gold commenced a two year diamond core drill program at the Eau Claire project, targeted to be approximately 50,000 metres (“m”) of core drilling. The drill program consisted of i) an expansion phase focused on the current resource (“Expansion Program”); ii) an exploration phase designed to test targets along the 4.5km long deposit trend (“Exploration Program”) and iii) an exploration phase of drilling designed to test targets at the Percival prospect 14km east of the Eau Claire Deposit. The Company completed its 2022 drilling program in October 2022, drilling 28 holes, approximately 17,700m, exceeding the original planned drilling program of 15,000m. Overall, the Company drilled approximately 52,700m during 2021 and 2022, compared to a target of 50,000m due to certain efficiencies achieved. Additionally, during the third quarter of 2022, the Company completed a soil sampling surveys on three grids targeting five priority regional exploration targets within the adjacent Lac Clarkie property (“Regional Program”). Results to date demonstrate a number of potential new expansionary targets and the Company will finalize the 2023 drilling program once all assay results have been received.
The focus of the 2022 exploration campaign has been on the Exploration and Regional Programs, with an emphasis on extending the resource within the Western Hinge Target as well as along the southeast margin of the Eau Claire deposit, and drill testing the Percival target.
The Expansion Program at the Eau Claire deposit targets the southeast margin of the existing inferred mineral resource, which is currently defined by 204,000 ounces (“oz”) at 11.81 grams per tonne (“g/t”) Au (using a 2.5 g/t Au cut-off grade). This drill program is designed to connect isolated defined resource blocks as well as to expand the resource to the east. To date, Fury Gold has drilled twenty one holes targeting the southeast margin of the Eau Claire Resource with intercepts including: 23.27 g/t Au over 7.09m, 11.56 g/t Au over 6.04m, 59.3 g/t Au over 0.96m and 4.89 g/t Au over 2.94m. Results from the four holes completed in the second quarter of 2022 were released on August 3, 2022 including 4.43 g/t Au over 1.43m and 4.60 g/t Au over 1.25m. Two additional holes were completed in October 2022 with results released on January 23, 2023 including 3.91 g/t Au over 2.50m.
The exploration drilling program along the Eau Claire deposit trend continues to demonstrate the potential to significantly expand the Eau Claire deposit to the west. The focus during 2022 has been on the Western Hinge, and Gap Zone as well as along the north limb of the anticline. All exploration targets within the Deposit Trend have the potential to significantly expand the Eau Claire mineralized footprint. To date the footprint of gold mineralization has been increased by over 455m or 25% at the Hinge Target alone and remains open to further expansion to the West. The eleven holes drilled into the Hinge Target have had a hit rate of nearly 55% above the Eau Claire underground measured and indicated resource grade of 6.3 g/t gold and over 80% above the underground cut-off grade of 2.5 g/t gold. Collectively, these results have provided a clear focus for deposit expansion moving forward into 2023.
| -A-28- |
On August 3, 2022 the Company released results from three holes completed at the Hinge in the second quarter of 2022. All three drill holes intercepted multiple zones of gold mineralization, with hole 22EC-048 exhibiting four zones of high grade and broad widths of more moderate grade, including 3.50m of 4.79 g/t gold, 1.00m of 14.19 g/t gold, 3.50m of 5.86 g/t gold, 1.00m of 20.6 g/t gold and 17.50m of 1.29 g/t Au.
On October 24, 2022, the Company released results for a further six drill holes. Drill holes 22EC-049 and 22EC-055 currently represent the western most drill holes and have extended gold mineralization a further 125m from the multiple high-grade zones of gold mineralization from drill hole 22EC-048 within the Hinge Target. Drill hole 22EC-055 intercepted eight zones of mineralization across a drilled width of 290m, including 4.0m of 5.75 g/t gold, 1.0m of 9.81 g/t gold and 3.0m of 1.93 g/t gold and drill hole 22EC-049 intercepted six zones of gold mineralization across 350m drilled width including 1.0m of 21.40 g/t gold and 4.50m of 1.09 g/t gold. The multiple stacked zones of gold mineralization encountered at the Hinge Target clearly demonstrate that the Eau Claire gold resource remains open to the west and has the potential to be expanded significantly with approximately a 25% increase to the mineralized footprint realized to date.
On January 23, 2023, the company released results for the final hole completed at the Hinge Target in 2022. Drill hole 22EC-059 was drilled oblique to all other drilling at the Hinge Target (at an angle of 150 degrees) and provides confirmation of the current geological interpretation. The hole intercepted eight zones of gold mineralization across 350 metres (m) drilled width including 1.50m of 22.77 g/t gold, 1.50m of 15.30 g/t gold and 1.50m of 6.46 g/t gold. These intercepts extend the gold mineralization and represent a 100m offset to the west and 150m vertical offset of the defined shallow 850 Zone within the Hinge Target. Notably, the reported intercept of 1.50m of 22.77 g/t gold at a downhole depth of 181.5m, approximately 155m below surface, is one of the shallowest high-grade intercepts to date within the Hinge Target zone.
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Regional Exploration:
The Percival prospect, located 14km east of the Eau Claire deposit, is currently represented by a 500m 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. In 2021 a biogeochemical survey covering 6.5km of prospective stratigraphy along the Percival trend identified 15 discrete gold and pathfinder anomalies(+/- 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.
A 28.89 line-km Induced Polarization ground geophysical survey completed along the Percival trend covered 8 of the 15 identified biogeochemical anomalies mentioned above. The survey identified discrete resistivity anomalies within a highly chargeable package of rocks. The resistivity anomalies fingerprint the sulphide-rich silica breccia gold-bearing bodies at Percival.
Targeting at Percival has significantly advanced recently with the completion of the Induced Polarization ground geophysical survey as well as a biogeochemical survey covering 6.5km of the Percival trend. The higher-grade Percival mineralization is sub-parallel to magnetic stratigraphic units that define a steeply plunging fold geometry. Based on the advancement in targeting at Percival the Company commenced an initial drilling program in late Q2 2022. Three holes targeted the parallel hinge 500m to the east of Percival proper for a total of 2,052m. A further five holes were completed to test extensions of the historical gold mineralization at Percival proper for a total of 2,667m. The results from the 2022 Regional Exploration diamond drilling program confirm that the high-grade core of the Percival mineralization plunges steeply to the west and remains open in all directions. Highlights included an 85m step out from historical high-grade mineralization which intercepted 13.5m of 8.05 g/t Au, (including 3.00m of 25.8 g/t Au) in drill hole 22KP-008 and a 150m step out which intercepted 7.5m of 4.38 g/t Au, (including 3m of 8.7 g/t Au, and 3m of 5.5 g/t Au) in drill hole 22KP-005.
On February 13, 2023, the Company announced results from a soil sampling program testing five priority regional targets. The survey defined a total of eight gold targets, six of which lie along the Cannard Deformation Zone which hosts numerous gold occurrences along its >100km mapped extent including Fury’s Eau Claire Deposit and Percival Prospect. Results of up to 85 parts per billion (ppb) gold and 590ppb silver were returned from the 2,529 samples collected. A total of 62 samples returned values above 50ppb gold, background values in gold as defined by the 50th percentile are 1ppb gold. Ninety-two samples returned results above 100ppb silver, background value of silver from the survey as defined by the 50th percentile of 20ppb silver.
Committee Bay Project
The following disclosure relating to the Committee Bay Project (other than the disclosure of the 2019, 2020 and 2021 Committee Bay Exploration Programs) is based on information derived from the NI 43-101 compliant amended and restated technical report entitled “Technical Report on the Committee Bay Project, Nunavut Territory, Canada” dated October 23, 2017, and with an effective date of May 31, 2017, prepared by David Ross, M.Sc., P.Geo. as principal geologist for Roscoe Postle Associates Inc. (now SLR Consulting (Canada) Ltd.), (the “Committee Bay Report”), which amended and restated the technical report entitled “Technical Report on the Committee Bay Project, Nunavut Territory, Canada” with an effective date of May 31, 2017. Reference should be made to the full text of the Committee Bay Report, which is available electronically under the Company’s profile page on SEDAR at www.sedar.com, as the Committee Bay Report contains additional assumptions, qualifications, references, reliances and procedures which are not fully described herein. The Committee Bay Report is the only current NI 43-101 compliant technical report with respect to the Committee Bay Project and supersedes all previous technical reports. In addition, the following disclosure provides updates to the Committee Bay Report based off of exploration and drilling completed at the Committee Bay Project since the date of the Committee Bay Report. All information of a scientific or technical nature contained below and provided after the date of the Committee Bay Report has been reviewed and approved by Bryan Atkinson, the Company’s Senior Vice President, Exploration, and a qualified person for the purposes of NI 43-101.
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Description and Location
The Committee Bay Project is located in the eastern part of the Kitikmeot Region of Nunavut, approximately 430 km northwest of the town of Rankin Inlet, Nunavut. The Project is accessible by air, either from Rankin Inlet or Baker Lake, Nunavut. Rankin Inlet and Baker Lake are serviced seasonally by barge and ship. The hamlets of Rankin Inlet, Baker Lake, Naujaat, Gjoa Haven, Taloyoak, and Kugaaruk are accessible by scheduled commercial flights.
The Committee Bay Project consists of 57 Crown Leases and 190 mineral claims in six non-contiguous blocks totaling approximately 297,273 ha.
Access, Climate, Local Resources, Infrastructure and Physiography
The Committee Bay Project is accessed via fixed wing charter primarily through a 914 m, graded, esker airstrip at Hayes Camp, a permitted, seasonally prepared 1,580 m winter ice airstrip, which is constructed on the adjacent Sandspit Lake, or a 320m tundra airstrip at the Bullion Camp.
The Committee Bay Project is located in the Wager Bay Plateau Ecoregion of the Northern Arctic Ecozone (Marshall and Schutt, 1999). This ecoregion is classified as having a low arctic ecoclimate. Summers are short and cold, with mean daily temperatures above freezing only in July and August. Snow cover usually lasts from September to June, but it can fall during any month. Most of the lakes are icebound until approximately mid-July. Precipitation is moderate throughout the year, but drifting of snow in the winter can result in considerable localized accumulations, particularly on the sides of hills. Fog is often a problem near the coast and at higher elevations particularly during the late spring to early summer and the fall months.
There is no permanent infrastructure at the Committee Bay Project. The Company maintains four camps to support seasonal exploration campaigns in various portions of the Committee Bay Project, namely the Hayes Camp (100 person capacity), the Bullion Camp (20 to 40 person capacity), Crater Camp (40 person capacity) and the Ingot Camp (10 person capacity). A drill water system is maintained at the Three Bluffs site.
Geology, Mineralization and Deposit Types
The Committee Bay Project area, situated in the Churchill Structural Province, is underlain by Archean and Proterozoic rocks and extensively covered by Quaternary glacial drift. It comprises three distinct Archean sub-domains (Prince Albert Group, Northern Migmatite, and Walker Lake Intrusive Complex).
The CBGB, which hosts the gold occurrences discussed in the Committee Bay Report, is composed of Prince Albert Group rocks. These are bounded by the wide, northeast-striking Slave-Chantrey mylonite belt to the northwest and by the Amer and Wager Bay shear zones to the south. Two major fault systems, the northeast-striking Kellet fault and the northwest-striking Hayes River fault, intersect the central portion of the CBGB and cut the Prince Albert Group rocks. Gold occurrences in the CBGB appear to be spatially related to the major shear systems and their sub-structures indicating the potential for the re-mobilization of mineral-bearing fluids along these structures.
The regional strike of rock units in the West Laughland Lake area is generally north but shows a degree of variability. Units, generally vertically dipping in much of the CBGB, have a more moderate to shallow dip at Four Hills. Rocks generally strike northeast from Four Hills east to the Committee Bay Project. In the Hayes River area, the east-striking Walker Lake shear zone is the dominant structure. Dips in the Hayes River area are generally sub-vertical and there is evidence of flexural shear and silicification along lithological contacts between iron formation and talc-actinolite schist (meta-komatiite). Rocks of the Curtis River area, approximately 120 km northeast of the Hayes River area, strike northeast and dip sub-vertically.
The iron formations that host the Three Bluffs, Antler, Hayes, and Ledge gold occurrences have unique lithological associations with their contact rocks and do not appear to be stratigraphically equivalent.
| -A-31- |
Three low, rounded, rusty outcrops, called West, Central, and East, comprise the Three Bluffs gold occurrence. Gold mineralization is hosted in gossanous, predominantly oxide, silicate, and sulphide facies iron formations. Iron formation thicknesses range from 25 m to 30 m at the West Bluff to 55 m at the Central Bluff. The Three Bluffs iron formation maintains a thickness of 10 m for a minimum strike length of 1.8 km and is at least 55 m thick for 700 m. The iron formations are poorly banded to massive with locally shared, quartz-veined intervals of up to 3 m near lithological contacts. Chlorite and epidote alteration indicates either lower amphibolite grade metamorphism (epidote-amphibolite facies) or the result of retrograde greenschist facies metamorphism associated with gold deposition. Local mineralization, composed of disseminated pyrite and pyrrhotite, can occupy up to 50% of the rock volume.
History
Key historical events for the project are include: (i) in 1961 and 1967, mapping was done in the area by the Geological Survey of Canada (“GSC”); (ii) in 1970, King Resources Company conducted reconnaissance geological mapping and sampling in the Laughland Lake and Ellice Hills areas, with follow-up work including geophysics and detailed mapping, trenching, and sampling; (iii) in 1970, 1974, and 1976 Cominco Ltd. Carried out reconnaissance and detailed geological mapping, ground geophysics, and sampling in the Hayes River area; (iv) in 1971, the Aquitaine Company conducted airborne electromagnetic (‘EM”) and magnetometer surveys; (v) from 1972 to 1977, detailed re-mapping of the area was done by the GSC; (vi) in 1979, Urangesellschaft Canada Ltd. Carried out reconnaissance airborne radiometric surveys and prospecting for uranium in the Laughland Lake area; (vii) in 1986, Wollex carried out geological mapping and rock sampling in the West Laughland Lake area; (viii) in 1992, GSC conducted geological re-assessment of the mineral potential of the Prince Albert Group; (ix) in 1994, channel sampling carried out over the Three Bluffs area but the results were lost; (x) in 1996, Terraquest Ltd. Conducted a high-resolution airborne magnetometer survey; (xi) from 1997 to 1998, P.H. Thompson Geological Consulting Ltd. Conducted regional geological mapping in the Three Bluffs area; (xii) from 1999 to 2002: GSC conducted a multi-disciplinary study of the Committee Bay Greenstone Belt (“CBGB”); (xiii) from 1992 to 2012, North Country Gold and its predecessors Carried out prospecting, rock sampling, gridding, airborne and ground geophysics, geophysics, geological mapping, and reverse circulation and diamond drilling on several of the gold targets including Three Bluffs, Three Bluffs West, West Plains, Anuri, Inuk, Antler, and Hayes.
Historical drilling (pre-2015) on the Project amounts to 68,269.98 metres drilled in 426 drill holes. Of the historical drilling, 351 drill holes comprising 58,575.56 m were completed at Three Bluffs and are the basis for the Three Bluffs Mineral Resource described below.
Sampling, Analyses and Data Verification
Committee Bay RAB Drilling QA/QC Disclosure
Intercepts were calculated using a minimum of a 0.25 g/t Au cut off at beginning and end of the intercept and allowing for no more than four consecutive samples (six metres) of less than 0.25 g/t Au.
Analytical samples were taken using 1/8 of each 5ft (1.52m) interval material (chips) and sent to ALS Global (“ALS”) Lab in Yellowknife, NWT and Vancouver, BC for preparation and then to ALS Lab in Vancouver, BC for analysis. All samples are assayed using 30g nominal weight fire assay with atomic absorption finish (Au-AA25) and multi-element four acid digest ICP-AES/ICP-MS method (ME-MS61). Quality Assurance/Quality Control (“QA/QC”) programs using internal standard samples, field and lab duplicates and blanks indicate good accuracy and precision in a large majority of standards assayed.
Committee Bay Diamond Drilling QA/QC Disclosure
Intercepts were calculated using a minimum of a 0.25 g/t Au cut off at beginning and end of the intercept and allowing for no more than six consecutive metres of less than 0.25 g/t Au.
Analytical samples were taken by sawing NQ diameter core into equal halves on site and sent one of the halves to ALS Lab in Yellowknife, NWT for preparation and then to ALS Lab in Vancouver, BC for analysis. All samples are assayed using 50g nominal weight fire assay with atomic absorption finish (Au-AA26) and multi-element four acid digest ICP-AES/ICP-MS method (ME-MS61). QA/QC programs using internal standard samples, field and lab duplicates and blanks indicate good accuracy. Due to the nuggety nature of mineralization encountered, the Company will be running additional analysis on duplicate samples to better understand the analytical precision.
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True widths of mineralization are unknown based on current geometric understanding of the mineralized intervals.
Committee Bay Grabs QA/QC Disclosure:
Approximately 1 to 2kg of material was collected for analysis and sent to ALS Lab in Vancouver, BC for preparation and analysis. All samples are assayed using 50g nominal weight fire assay with atomic absorption finish (Au-AA26) and multi-element four acid digest ICP-AES/ICP-MS method (ME-MS61). QA/QC programs for 2018 rock grab samples using internal standard samples, lab duplicates, standards and blanks indicate good accuracy and precision in a large majority of standards assayed. Grab samples are selective in nature and cannot be consider as representative of the underlying mineralization.
Core arrives in camp at the end of each drill shift where geological technicians check and correct and downhole distance discrepancies. Technicians record core recovery, fracture density and orientation, magnetic susceptibility, and overall rock quality designation. Geological logging follows, comprising measurement and descriptions of geological units and the collection of semi- quantitative data such as the number of visible gold occurrences, volume percent sulphide minerals, volume percent of alteration minerals, volume percent vein quartz, etc. Sample intervals are then designated by the logging geologist focusing on sulphide bearing and/or silicified Intervals that are well bracketed by apparently unmineralized rock. Protocols limit sampling intervals between 0.75 m and 1 m in length with a minimum length of 0.3 m and a maximum length of 1.5 m so long as geological boundaries were honoured.
Drill core is digitally photographed and core samples are marked for sawing. Sampling intervals, geological boundaries, and a “saw line” are marked by the logging geologist and the core is sawed in half longitudinally by technicians. One half of the core is placed in a sample bag with a uniquely numbered tag and secured with plastic cable ties. Each batch of 20 field samples contain a blank and one of four commercial certified reference materials. The remaining half core is returned to the core box for reference. The majority of the reference core remains on-site except for chosen intervals which are taken to Edmonton, Alberta for display purposes. Individual sample bags are placed inside a larger bag which is closed with a security seal for shipment to the laboratory.
Assaying procedures are generally similar to those used in 2003, with some minor modifications. The standard aliquot size was increased to 2AT (58.32 g) and the samples were all analyzed using FA with a gravimetric finish. Selected samples, containing visible gold or which assayed greater than 20 g/t Au, are re-analyzed using metallic screen fire assay that include twin 2AT gravimetric assays of the fine fraction. A pulp from each sample is sent for standard 30 element ICP analysis using a three-acid digestion.
All the RAB and diamond drill core samples are analyzed at the ALS laboratory in Vancouver, BC, by fire assay of a 50 g sample followed by a gravimetric finish according to ALS lab code Au-GRA22 and by a multi-element inductively couple plasma atomic emission spectrometry or mass spectrometry (“ICP-AES/ICP-MS”) package following a four acid digestion of a one gram sample according to ALS lab code ME-MS61. Sample intervals with visible gold in core were assayed using a Screen Fire Assay method on a one kg sample according to ALS lab code Au-SCR24 where the entire sample is screened to 100 μm and firs assays are performed on a 50 g sample of <100 μm material and on the entire >100 μm material. The fire assay is calculated as a weighted average of the two fire assays.
In the opinion of Roscoe Postle Associates Inc. (“RPA”, formerly Scott Wilson Roscoe Postle Associates Inc.), the sample collection, preparation, analysis, transport, and security procedures at the Committee Bay Project are adequate for use in the estimation of mineral resources.
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Mineral Processing and Metallurgical Testing
2003 Metallurgical Testing
Dawson Metallurgical Laboratories, Inc. of Salt Lake City, Utah, was commission in 2003 to conduct metallurgical tests on Three Bluffs mineralized material. Twelve drill core samples, eight high-grade and four low-grade, totaling approximately 20 kg were used. The mineralogical study reported the principal sulphide minerals as pyrrhotite with minor pyrite. No reference was made to any deleterious elements in the samples.
The test indicated that 92% gold recovery could be achieved with cyanidation but the presence of pyrrhotite would result in high cyanide consumption. RPA notes that these preliminary tests suggest gold at Three Bluffs can be recovered using conventional methods.
2008 Metallurgical Testing
Mineral processing testwork comprising exploratory gravity concentration, cyanide leaching, and froth flotation studies were undertaken by Process Research Associates Ltd. (“PRA”) under the guidance of RPA. The sample used was a 110 kg composite of drill core samples from the 2007 exploration program with an average estimated grade of 4.3 g/t Au and 7.5% S.
Additional gravity recovery test work on Three Bluffs mineralization was performed by Knelson Research Technology Centre. An 18 kg sample, taken from a composite of coarse rejects sample material from 2007 drill core samples, was subjected to multi-pass testing utilizing a bench-scale enhanced gravity concentrator. The tests were designed to examine recovery trends for gold and gold-bearing sulphides.
Based on the composite sample tested it was expected that Three Bluffs mineralization could be processed by various standard beneficiation steps to recover approximately 93% of the gold. The limited metallurgical testwork conducted to date suggests that the gold can be recovered by conventional means, a combination of gravity and flotation followed by cyanide leaching of the concentrate. The metallurgical test results indicated that a combination of gravity and flotation followed by cyanide leaching of the concentrate is likely the most suitable processing option.
2009 Metallurgical Testing
Follow-up work at PRA was then undertaken in April 2009 to look specifically at a flowsheet consisting of gravity recovery followed by cyanidation. These results were reported by PRA on May 6, 2009.
At a primary grind size P80 of 74 μm, gold was effectively extracted by gravity and flotation, with 96% of the gold recovered. In a single Locked-Cycle test, a gravity circuit recovery of 60.5% gold in 0.22% of mass, followed by a cleaner flotation recovery of 35.3% gold in 17.7% of the mass, was obtained. Thus, an overall gold recovery of 95.8% in 17.9% of the mass was shown to be possible. Flotation recovery without gravity scalping was also reasonably successful.
Flotation concentrate was subjected to cyanide leach testwork. A total of eight concentrate leach tests were performed. A single whole ore cyanide leach test obtained 79.2% gold extraction after 48 hours and 94.6% after 72 hours.
Several issues were identified during metallurgical testing of samples, the largest issue lies with cyanide consumption. Cyanide consumption has been found to be extremely high at up to 0.2 kg/h, while leaching kinetics remain low. Another issue that has been identified is that gold bearing sulphides are not amenable to enhanced gravity separation, therefore batch concentration and not continuous gravity concentration should be utilized.
Based on the samples tested to date, Three Bluffs ore is generally considered to be relatively free-milling. Gravity concentration has been effective in recovering up to 60% of the gold. Much of the remaining gold can be effectively recovered by either flotation or cyanide leaching to produce an overall metallurgical recovery above 90%. RPA recommends further optimization and variability work on a greater variety of samples from the Three Bluffs property if further economic studies are conducted.
There has been no mineralogical processing and metallurgical testing since 2009.
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Committee Bay Mineral Resource Estimates
The mineral resources at the Committee Bay Project are estimated to be approximately 2.07 million tonnes of indicated mineral resources grading 7.85 g/t Au, containing 524,000 ounces of gold, and 2.93 million tonnes of inferred mineral resources grading 7.64 g/t Au, containing 720,000 ounces of gold as of May 31, 2017. Compared to the previous mineral resource estimate prepared by RPA in 2013, the tonnage has decreased and the grades have increased due to a higher cut-off grade based on the current metal price, exchange rate, and operating cost assumptions. A bulk density of 3.15 t/m3 was applied for estimation of tonnage. This value was derived from a total of 6,426 density determinations carried out on drill core from a variety of locations in the deposit.
The estimate was carried out using a block model method constrained by wireframe grade shell models, with Inverse Distance Cubed (“ID3”) weighting. Two sets of wireframes and block models were employed: one contemplated open pit mining and the other, underground mining. The block model grade interpolations were checked by (i) an inspection of the interpolated block grades in plan and section views and comparison to the composite grades, and (ii) through a statistical comparison of global block and composite mean grades. Inspection of the block grades in plan and section indicates that the grade estimation honours the drill hole grades reasonably well.
RPA reported mineral resources at calculated cut-off grades of 3.0 g/t Au for open pit mining and 4.0 g/t Au for underground mining based on the following assumptions:
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| · | Gold Sale Price: US$1,200/oz; |
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| · | Process Recovery 93%; |
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| · | Open Pit Mining Cost C$10.00/t; |
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| · | Underground Mining Cost C$70.00/t; |
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| · | Process + G&A Costs C$75.00/t; and |
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| · | Exchange Rate 1.25 US$/C$. |
To fulfill the resource criteria of “reasonable prospects for eventual economic extraction”, a pit shell analysis was run on the 0.5 g/t Au model to determine how much of the deposit could potentially be extracted using open pit methods. The analysis was done using Whittle software with very preliminary assumptions for pit slopes, metallurgical recovery, prices, and costs.
For this mineral resource update, RPA used the preliminary pit shell that was optimized in 2013 using a different gold price and cost assumptions (listed below) than those used to calculate the updated cut-off grade. RPA considers this approach reasonable given that the pit shell used to report open pit resources is conceptual and the relative difference between the underground and open-pit resource cut-off grades is negligible.
The following cost assumptions were used:
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| · | Gold Sale Price: US$1,500/oz; |
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| · | Overall Pit Slope Angles: 50°; |
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| · | Process Recovery 93%; |
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| · | Mining Cost US$10.00/t; and |
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| · | Process + G&A Costs US$60.00/t |
Blocks from the open pit model captured within this shell were considered eligible for reporting as open pit resources. The same pit shell was applied to the underground model, except that blocks from this model were included in the resource only if they were outside of the shell. The mineral resource estimate prepared by RPA is based on work by RPA conducted in 2013, and reflects the new cut-off grades based on updated metal price, exchange rate and operating costs as of May 31, 2017.
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Mineral Resources as of May 31, 2017
| Class | Type | Cut-off (g/t AU) | Tonnes (000 t) | Gold Grade (g/t Au) | Contained Gold (oz Au) |
| Indicated | Open Pit | 3.0 | 1,760 | 7.72 | 437,000 |
| Indicated | Underground | 4.0 | 310 | 8.57 | 86,000 |
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| Total |
| 2,070 | 7.85 | 524,000 |
| Inferred | Open Pit | 3.0 | 590 | 7.57 | 144,000 |
| Inferred | Underground | 4.0 | 2,340 | 7.65 | 576,000 |
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| Total |
| 2,930 | 7.64 | 720,000 |
Notes:
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| 1. | CIM definitions (2014) were followed for mineral resources. |
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| 2. | Mineral resources are estimated at cut-off grades of 3.0 g/t Au for open pit and 4.0 g/t Au for underground. |
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| 3. | Mineral resources are estimated using a long-term gold price of US$1,200 per ounce, and a US$/C$ exchange rate of 1:25. |
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| 4. | Nominal minimum mining widths of 5 m (open pit) and 2 m (underground) were used. |
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| 5. | Numbers may not add due to rounding. |
Exploration Program Recommendations
The following summarizes the work programs recommended by the authors of the 2017 Technical Report for the Committee Bay Project
The Phase 1 program is anticipated to include collection of 17,000 detailed infill till samples and 2,350 regional till samples and completion of 1,200 km2 of drone coverage and 25,000 m of RAB drilling. The Phase 1 program is estimated to cost approximately $20 million. Details of the recommended Phase I program can be found below.
Proposed Budget – Phase 1
| Item | $ |
| PHASE 1 |
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| Head Office Expenses | 228,000 |
| Project Management/Staff Cost | 2,462,000 |
| Expense Account/Staff Travel | 1,771,000 |
| Lease Payments | 157,000 |
| Till Sampling | 685,000 |
| Ground Magnetics | 200,000 |
| Drone Surveying | 93,000 |
| RAB Drilling | 4,863,000 |
| Assaying/Analyses | 1,084,000 |
| Camp Costs | 650,000 |
| Air Support | 5,936,000 |
| Subtotal | 18,129,000 |
| Contingency | 1,813,000 |
| TOTAL | 19,942,000 |
A Phase 2 exploration program, contingent on the results of Phase 1, will mainly consist of drilling. Initially, all of the Three Bluffs drill core should be re-logged so that controls on mineralization can be better understood. Following that, 5,000 m to 10,000 m of exploration diamond drilling is proposed at Three Bluffs to test for the continuity of high grade mineralization at depth and along strike from the current deposit. In addition to the focused work at Three Bluffs, it is recommended that any significant RAB drill intersections from the Phase 1 program be followed up with additional RAB drilling and focused diamond drilling. It is also anticipated that additional targets will be identified during the completion of the regional program and these will have to be targeted using a systematic approach, which includes boulder mapping, detailed infill till sampling, and ground magnetics.
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The Phase 2 exploration program is anticipated to include the completion of both diamond and RAB drilling, along with the collection of surface samples. The recommended Phase 2 program is estimated to cost between $20 million and $25 million. Details of the recommended Phase 2 program can be found below.
Proposed Budget – Phase 2
| Item | $ |
| PHASE 2 |
|
| Head Office Expenses | 250,000 |
| Project Management/Staff Cost | 2,500,000 |
| Expense Account/Staff Travel | 1,800,000 |
| Lease Payments | 157,000 |
| Till Sampling | 500,000 |
| RAB Drilling | 2,000,000 |
| Diamond Drilling | 6,000,000 |
| Assaying/Analyses | 1,000,000 |
| Resource Estimate Update | 65,000 |
| Metallurgical Testwork | 100,000 |
| Air Support | 6,000,000 |
| Camp Costs | 700,000 |
| Subtotal | 21,172,000 |
| Contingency | 2,117,000 |
| TOTAL | 23,289,000 |
2015 through 2021 Committee Bay Exploration
Since acquiring the Project, Fury Gold has completed a total of 47,194.47 m of RAB drilling in 271 drill holes as well as 14,006.28 m of diamond drilling as part of the Phase 1 recommendations detailed above. In addition to the drilling extensive regional and infill till geochemical campaigns, ground and airborne geophysical surveying as well as aerial drone surveying have been undertaken. The Company has incurred approximately $60M in expenditures exploring the Project. The Company views that the results from this exploration further support conclusions drawn in the Committee Bay Report and do not represent a material change to the Committee Bay Project. The Company intends to continue its exploration in accordance with the Phase 2 recommendations with the continued testing of regional drill targets and expansion drilling at the Three Bluffs deposit.
The Company did not undertake an exploration program at Committee Bay in 2022 in order to focus available resources on the exploration program in Quebec.
2018 Committee Bay Exploration Program
During 2018, the Company drilled approximately 10,000 m across several targets in the vicinity of the Three Bluffs deposit but away from known mineralization. Summarized results from this program are highlighted as follows:
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| · | Aiviq - 16 core and 7 RAB holes - The majority of the core drill holes intersected 20 - 40 meter widths of intense quartz veining and sulphidized banded iron formations. Results from the Aiviq core drill program include highlights of 13.5 m of 1.54 g/t gold (including 6 m of 3.3 g/t gold) 4.5 m of 2.93/t Au, and 1.5 m of 8.95/t Au; |
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| · | Kalulik - 8 RAB holes - The 2018 drill program at Kalulik identified two separate gold-bearing hydrothermal systems, 4 km apart, that intersected broad zones of low-grade mineralization over 10 - 20 meter widths within sulphidized banded iron formations and associated quartz veining. These results include 21.34 m at 0.4 g/t gold and 16.76 m at 0.45 g/t gold; and, |
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| · | Aarluk - 7 RAB holes - At the Aarluk prospect the best intercept was 3.05 m of 3.39 g/t gold, which was encountered in a weakly sulphidized banded iron formation. |
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2019 Committee Bay Exploration Program
During 2019, the Company followed up on the results from its 2018 program by completing the following:
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| · | Machine Learning - A total of twelve new targets were generated through unbiased processing of existing exploration data. Two of the targets overlapped with the Company’s geologist derived targets adjacent to the Aiviq and Kalulik discoveries; |
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| · | Drill Program - A 2,700m diamond drill program at the Committee Bay Project targeted a combination of both machine learning and traditional geologist generated targets and drilled a new gold-bearing system along the regional fault zone that hosts the Aiviq and Kalulik systems. These results include 30 m of 0.67 g/t gold, including 1.5m of 5.03 g/t gold; and |
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| · | IP Survey - A 27 line - kilometer induced polarization survey was conducted to identify both chargeability and conductivity targets along the Aiviq-Shamrock corridor. |
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2021 Committee Bay Project Drill and Exploration Program
The Company completed 2,587m of diamond drilling during a six-week field program in the third quarter of 2021. The drilling was focused on expanding the defined high-grade mineralization at the Raven prospect and testing the potential mineralization below the current resource at the Three Bluffs deposit.
Raven Prospect
The Raven prospect is located in the southwest third of the Committee Bay Gold Belt, approximately 50 km west of the Three Bluffs deposit. The prospect is situated along an 8km long shear zone where defined gold mineralization is strongly associated with arsenopyrite within sheared and altered gabbros as well as within quartz veins marking the contact between the gabbro and metasediments over a known strike length of approximately 1.2km. There have been 207 rock samples historically taken over the defined area of mineralization, with 30 samples returning values greater than 5 g/t gold with a peak value of 143 g/t gold. Importantly, only 1.2km of the 8km shear zone has been systematically explored to date.
The prospect has a total of nine historical drill holes totaling 1,670m with intercepts including 5.49m of 12.6 g/t gold, 2.84m of 31.1 g/t gold, and 5.38m of 2.99 g/t gold over a drilled strike length of 400m. Historical drilling at the prospect has defined a high-grade body of mineralization approximately 250m in length, with a 30-degree plunge to the east that is open along strike and down dip. Highlights include drill intercepts of 9.18 g/t gold (Au) over 1.5 metres (m) and 7.30 g/t Au over 1.0m in drill hole 21RV-012 and 0.88 g/t Au over 8.00m in drill hole 21RV-011 as well as rock grab results of up to 32.90 g/t Au from a newly identified gold mineralized outcrop 150m to the south of the Raven structure that was drilled in this program.
The reported intercepts have extended mineralization 160m down dip and 70m along strike from historical drilling at Raven. These results paired with the identification of a previously untested gold mineralized structure clearly indicate the significance of the Raven structure and shear zones in general, as exploration targets along the belt. Additional till sampling was completed at the Raven prospect to explore the entire length of the 8km shear zone to define new targets. The sampling has identified high-grade gold mineralization 150m south of the main Raven showing along an undrilled structure at the edge of an 8km long regional shear zone. Seven rock grab samples from outcrop returned results above 10 g/t Au with a peak of 32.9 g/t Au. Gold and arsenic in till now define a coherent 1,400m by 500m anomaly at Raven.
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Three Bluffs Deposit
The Three Bluffs deposit contains a high-grade resource defined by 525,000oz at 7.85 g/t gold in the indicated category and 720,000oz at 7.64 g/t gold in the inferred category. The deposit is characterized by gold mineralization hosted within a folded, silicified, and sulphidized banded iron formation. The anticline that defines the deposit has a strike length of approximately 4km and has been drilled from 150m to 650m vertical depth and is open down dip. High-grade mineralization at the deposit is associated with high conductivity responses due to the intense sulphidation of the banded iron formation as evidenced in the hinge zone of the anticline.
Fury Gold's primary target for 2021 at the Three Bluffs deposit was a conductive body that measures 600m by 200m at a vertical depth of between 300m and 500m. The target is down dip from high grade mineralization within the limbs of the anticline and is offsetting the following intersections: 5m of 40.6 g/t gold, 5.3m of 29.03 g/t gold, 11m of 16.23 g/t gold, 5m of 15.2 g/t gold, 2m of 21.81 g/t gold, and 2m of 19.38 g/t gold. The Company completed a single drill hole that intersected 10.0m of 13.93 g/t Au, 3.0m of 18.67 g/t Au and 1.0m of 23.2 g/t Au (Figure 5). These intercepts are associated with a deformation zone within a meta-sediment unit that is underexplored at Three Bluffs.
Figure 2: Three Bluffs Gold Deposit Long Section Looking North depicting the 2021 drilling results.
2022 Committee Bay Project Exploration Program
The Company did not undertake an exploration program in 2022 in order to focus all resources on the Quebec programs. However all claims were and are maintained in good standing.
RISK FACTORS
An investment in securities of Fury Gold involves significant risks, which should be carefully considered by prospective investors before purchasing such securities. Management of Fury Gold considers the following risks to be most significant for potential investors in Fury Gold, but such risks do not necessarily comprise all those associated with an investment in Fury Gold. Additional risks and uncertainties not currently known to management of Fury Gold may also have an adverse effect on Fury Gold’s business. If any of these risks actually occur, Fury Gold’s business, financial condition, capital resources, results of operations and/or future operations could be materially adversely affected.
In addition to the other information set forth elsewhere in this AIF, the following risk factors should be carefully considered when assessing risks related to Fury Gold’s business.
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Exploration Activities May Not Be Successful
Exploration for, and development of, mineral properties is speculative and involves significant financial risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenditures may be required to establish reserves by drilling, to complete a feasibility study and to construct mining and processing facilities at a site for extracting gold or other metals from ore. Fury Gold cannot ensure that its future exploration programs will result in profitable commercial mining operations.
Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain adequate machinery, equipment and/or labour are some of the risks involved in mineral exploration activities. The Company has relied on and may continue to rely on consultants and others for mineral exploration expertise.
The Company has implemented safety and environmental measures designed to comply with or exceed government regulations and ensure safe, reliable and efficient operations in all phases of its operations. The Company maintains liability and property insurance, where reasonably available, in such amounts as it considers prudent. The Company may become subject to liability for hazards against which it cannot insure or which it may elect not to insure against because of high premium costs or other reasons.
Also, substantial expenses may be incurred on exploration projects that are subsequently abandoned due to poor exploration results or the inability to define reserves that can be mined economically. Development projects have no operating history upon which to base estimates of future cash flow. Estimates of proven and probable mineral reserves and cash operating costs are, to a large extent, based upon detailed geological and engineering analysis. There have been no feasibility studies conducted in order to derive estimates of capital and operating costs including, among others, anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, ground and mining conditions, expected recovery rates of the gold or copper from the ore, and anticipated environmental and regulatory compliance costs.
Substantial expenditures are required to establish mineral resources and mineral reserves through drilling and development and for mining and processing facilities and infrastructure. No assurances can be given that mineral will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. There is also no assurance that even if commercial quantities of ore are discovered that the properties will be brought into commercial production or that the funds required to exploit any mineral reserves and resources discovered by the Company will be obtained on a timely basis or at all. Economic feasibility of a project is based on several other factors including anticipated metallurgical recoveries, environmental considerations and permitting, future metal prices and timely completion of any development plan. Most of the above factors are beyond the control of the Company. There can be no assurance that the Company’s mineral exploration activities will be successful. In the event that such commercial viability is never attained, the Company may seek to transfer its property interests or otherwise realize value or may even be required to abandon its business and fail as a “going concern”.
Moreover, advancing any of the Company’s exploration properties into a revenue generating property, will require the construction and operation of mines, processing plants and related infrastructure, the development of which includes various risks associated with establishing new mining operations, including:
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| · | the timing and costs, which can be considerable, of the construction of mining and processing facilities; |
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| · | the availability and cost of skilled labour, mining equipment and principal supplies needed for operations; |
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| · | the availability and cost of appropriate smelting and refining arrangements; |
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| · | the need to maintain necessary environmental and other governmental approvals and permits; |
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| · | the availability of funds to finance construction and development activities; |
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| · | potential opposition from non-governmental organizations, environmental groups, local groups or other stakeholders which may delay or prevent development activities; and |
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| · | potential increases in construction and operating costs due to changes in the cost of labour, fuel, power, materials and supplies. |
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It is possible that actual costs and economic returns of future mining operations may differ materially from Fury Gold’s best estimates. It is not unusual for new mining operations to experience unexpected problems during the start-up phase and to require more capital than anticipated. These additional costs could have an adverse impact on Fury Gold’s future cash flows, earnings, results of operations and financial condition.
Commodity Price Fluctuations and Cycles
Resource exploration is significantly linked to the outlook for commodities. When the price of commodities being explored for declines, investor interest subsides, and capital markets become more difficult. The price of commodities varies on a daily basis and there is no reliable way to predict future prices.
Gold prices specifically are historically subject to wide fluctuation and are influenced by a number of factors including not only supply and demand for industrial its uses, but for speculation purposes, all of which factors are beyond the control or influence of the Company. Some factors that affect the price of gold include industrial and jewelry demand; central bank lending or purchase or sales of gold bullion; forward or short sales of gold by producers and speculators; future level of gold productions; and rapid short-term changes in supply and demand due to speculative or hedging activities by producers, individuals or funds. Gold prices are also affected by macroeconomic factors including: confidence in the global monetary system; expectations of the future rate of inflation; the availability and attractiveness of alternative investment vehicles; the general level of interest rates; the strength of, and confidence in the U.S. dollar, the currency in which the price of gold is generally quoted, and other major currencies; global and regional political or economic events; and costs of production of other gold producing companies.
Additional Funding Requirements and Shareholder Equity Dilution
Fury Gold’s business is in the exploration stage and the Company does not carry-on mining activities. As such, it will require additional financing to continue its operations. Fury Gold’s ability to secure additional financing and fund ongoing exploration will be affected by many factors, including the strength of the economy and other general economic factors. Global financial conditions continue to be subject to volatility arising from international geopolitical developments and global economic phenomenon, as well as general financial market turbulence. Access to public financing and credit can be negatively impacted by the effect of these events on Canadian and global credit markets. These instances of volatility and market turmoil could adversely impact Fury Gold’s operations and the trading price of the Common Shares. There can be no assurance that Fury Gold will be able to obtain adequate financing in the future, or that the terms of such financing will be favourable for further exploration and development of its projects. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration, drilling and/or development. Further, revenues, financings and profits, if any, will depend upon various factors, including the success, if any, of exploration programs and general market conditions for natural resources.
In order to finance future operations, Fury Gold may raise funds through the issuance of additional Common Shares or the issuance of debt instruments or other securities convertible into Common Shares. Fury Gold cannot predict the size of future issuances of Common Shares or the issuance of debt instruments or other securities convertible into Common Shares or the dilutive effect, if any, that future issuances and sales of Fury Gold’s securities will have on the market price of the Common Shares.
Negative Cash Flow
Fury Gold experiences negative cash flow from operations and anticipates incurring negative cash flow from operations for 2023 and beyond as a result of the fact that it does not have revenues from mining or any other activities. In addition, as a result of Fury Gold’s business plans for the development of its mineral projects, Fury Gold expects cash flow from operations to continue to be negative until Fury Gold is able to establish the economic viability and the development of one of its mineral projects, of which there is no assurance. Accordingly, Fury Gold’s cash flow from operations will be negative for the foreseeable future as a result of expenses to be incurred s in connection with advancement of exploration on its mineral projects.
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Indirect Economic Interest in the Homestake Ridge Project
As a result of the completion of the sale of the Homestake Ridge Project to Dolly Varden in February 2022, the Company no longer owns and controls the exploration and, if warranted, development of the Homestake Ridge Project. The Company continues to own an indirect minority economic interest in the Homestake Ridge Project through its ownership of a significant interest in Dolly Varden’s common shares. Additionally, the Company has the right to nominate two directors to the Dolly Varden Board and the right to nominate a representative to the technical committee. However, the Company does not control Dolly Varden and, accordingly, will not be able to control the manner in which Dolly Varden continues the exploration and, if warranted, development of the Homestake Ridge Project. Accordingly, there is no assurance that the Company will agree with the manner in which Dolly Varden continues this exploration and, if warranted, development of the Homestake Ridge Project. In addition, the value of the Company’s ownership in Dolly Varden will vary as the price of the common shares of Dolly Varden fluctuate on the TSX Venture Exchange and this value may be more or less than the accounting value ascribed to these shares. While the Company has pre-emptive rights under the Investor Rights Agreement to retain is ownership position in Dolly Varden (on a percentage ownership basis) there is no assurance that the Company will exercise these pre-emptive rights to continue to maintain its position if Dolly Varden determines to complete future equity offerings, either as a result of a determination of the Company not to invest or the inability of the Company to allocate available funds to complete a required investment. Accordingly, the Company’s interest in Dolly Varden may ultimately be diluted. In addition, the Company’s ability to sell its shares in Dolly Varden is restricted under the terms of the Investor Rights Agreement which may impact the ability that the Company is ultimately able to realize for its investment in Dolly Varden.
Price Volatility of Publicly Traded Securities
In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market prices of securities of many mining companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continuing fluctuations in price will not occur. These factors are ultimately beyond the control of Fury Gold and could have a material adverse effect on the Company’s financial condition and results of operations. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.
Mineral Resource Estimates
There is no certainty that any of the mineral resources on the Eau Claire Project, the Committee Bay Project, or any other project with mineral resources will be advanced into mineral reserves. Until a deposit is actually mined and processed, the quantity of mineral resources and grades must be considered as estimates only, and are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry best practices. Valid estimates made at any given time may vary significantly when new information becomes available. While Fury Gold believes that the Company’s estimates of mineral resources are well established and reflect management’s best estimates, by their nature mineral resource estimates are imprecise and depend, to a certain extent, upon statistical inferences and geological interpretations, which may ultimately prove inaccurate.
The mineral resource estimates included herein have been determined and valued based on assumed future prices, cut-off grades and operating costs. Furthermore, fluctuations in gold and base or other precious metals prices, results of drilling, metallurgical testing and production and the evaluation of studies, reports and plans subsequent to the date of any estimate may require revisions to such estimates. Any material reductions in estimates of mineral resources could have a material adverse effect on the Company’s results of operations and financial condition.
To date, the Company has not established mineral reserves on any of its mineral properties.
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Risks Related to Preliminary Economic Assessments
The mine plan for the Eau Claire Project that is the subject of the Eau Claire PEA is not supported by any preliminary or final feasibility study. Accordingly, there is a substantial risk that the Company will not be able to proceed with the development of the Eau Claire Project and that the Eau Claire Project cannot be economically mined. The Eau Claire PEA is preliminary in nature and includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is no certainty that the Eau Claire PEA results will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability, and there is no assurance that the Eau Claire Project mineral resources will ever be upgraded to mineral reserves. Accordingly, there is significant risk that the economics for the Eau Claire Project indicated in the Eau Claire PEA, including production forecasts, capital costs, operating costs, revenues from operations, net present values and internal rates of return, will not be achieved should the Eau Claire Project be developed. The Eau Claire PEA should be viewed in this context and should not be considered a substitute for a preliminary or final feasibility study.
Inflation
Consumer price inflation has risen significantly in 2022 and if it continues will mean much higher costs for Fury Gold’s expenditure programs. Fury Gold’s program cost estimates could rapidly become out-of-date. If this happens, the Company will need to either raise additional funds causing equity dilution or reduce its expenditures and reducing progress. Increases in inflation usually result in central bank interest rate hikes which can trigger negative capital market conditions making financing difficult. While inflation increases have often led to higher precious metals prices, there can be no assurance of that and the Company’s operations and its share price could well be adversely affected by increased inflation.
Property Commitments
Fury Gold’s mineral properties and/or interests may be subject to various land payments, royalties and/or work commitments. Failure by Fury Gold to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.
Environmental Regulatory, Health & Safety Risks
Fury Gold’s operations are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation and regulation provide for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain exploration industry operations, such as from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which means stricter standards, and enforcement, fines and penalties for non-compliance are more stringent. Future legislation and regulations could cause additional expenses, capital expenditures, restrictions, liabilities and delays in exploration of any of Fury Gold’s properties, the extent of which cannot be predicted. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations.
Although Fury Gold believes its operations are in compliance in all material respects with all relevant permits, licenses and regulations involving worker health and safety as well as the environment, there can be no assurance regarding continued compliance or ability of the Company to meet stricter environmental regulation, which may also require the expenditure of significant additional financial and managerial resources.
Moreover, mining companies are often targets of actions by non-governmental organizations and environmental groups in the jurisdictions in which they operate. Such organizations and groups may take actions in the future to disrupt Fury Gold’s operations. They may also apply pressure to local, regional and national government officials to take action which may be adverse to Fury Gold’s operations. Such actions could have an adverse effect on Fury Gold’s ability to advance is projects and, as a result on its operations and financial performance.
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Relationships with Local Communities and Indigenous Organizations
Negative relationships with Indigenous and local communities could result in opposition to the Company’s projects. Such opposition could result in material delays in attaining key operating permits or make certain projects inaccessible to the Company’s personnel. Fury Gold respects and engages meaningfully with Indigenous and local communities at all of its operations. Fury Gold is committed to working constructively with local communities, government agencies and Indigenous groups to ensure that exploration work is conducted in a culturally and environmentally sensitive manner.
Fury Gold believes its operations can provide valuable benefits to surrounding communities, in terms of direct employment, training and skills development and other benefits associated with ongoing community support. In addition, Fury Gold seeks to maintain its partnerships and relationships with local communities, including Indigenous peoples, and stakeholders in a variety of ways, including in-kind contributions, volunteer time, sponsorships and donations. Notwithstanding the Company’s ongoing efforts, local communities and stakeholders could become dissatisfied with its activities or the level of benefits provided, which could result in civil unrest, protests, direct action or campaigns against it. Any such occurrence could materially and adversely affect the Company’s business, financial condition or results of operations.
Environmental Protection
All phases of the Company’s operations are subject to treaty provision and federal, provincial and local environmental laws and regulations. These provisions, laws and regulations address, among other things, the maintenance of air and water quality standards, land reclamation, the generation, transportation, storage and disposal of solid and hazardous waste, and the protection of natural resources and endangered species. Fury Gold has expanded significant financial and managerial resources to comply with environmental protection laws, regulations and permitting requirements in each jurisdiction where it operates. Fury Gold’s exploration and drilling projects operate under various operating and environmental permits, licenses and approvals that contain conditions that must be met. Failure to obtain such permits, licenses and approvals and/or meet any conditions set forth therein could have a material adverse effect on Fury Gold’s financial conditions or results of operations. Environmental hazards may exist on the Company’s properties which are unknown to the Company at present and were caused by previous or existing owners or operators of the properties, for which the Company could be held liable.
Although Fury Gold believes its operations are in compliance, in all material respects, with all relevant permits, licenses and regulations involving worker health and safety as well as the environment, there can be no assurance regarding continued compliance or ability of Fury Gold to meet potentially stricter environmental regulation, which may also require the expenditure of significant additional financial and managerial resources.
Fury Gold cannot be certain that all environmental permits, licenses and approvals which it may require for its future operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any mining project that it might undertake. To the extent such permits, licenses and approvals are required and are not obtained, Fury Gold may be delayed or prohibited from proceeding with planned exploration or development of its projects, which would adversely affect Fury Gold’s business, prospects and operations.
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions including orders issued by governmental, regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations. Amendments to current provisions, laws and regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on Fury Gold and cause increases in capital expenditures or exploration costs, reduction in levels of exploration or abandonment or delays in the development of mining properties.
Moreover, mining companies are often targets of actions by non-governmental organizations and environmental groups in the jurisdictions in which they operate. Such organizations and groups may take actions in the future to disrupt Fury Gold’s operations. They may also apply pressure to local, regional and national government officials to take actions which may be adverse to Fury Gold’s operations. Such actions could have an adverse effect on Fury Gold’ ability to advance its projects and, as a result, on its financial position and results.
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Climate Change
Fury Gold recognizes climate change as an international and community concern. The effects of climate change or extreme weather events may cause prolonged disruption to the delivery of essential commodities which could negatively affect production efficiency. Furthermore, increased regulation of greenhouse gas emissions (including in the form of carbon taxes or other charges) may adversely affect the Company’s operations and that related legislation is becoming more stringent.
Fury Gold is focused on operating in a manner that minimizes environmental impacts of its activities; however, environmental impacts from exploration and drilling activities are inevitable. The physical risks of climate change that may impact the Company’s operations are highly uncertain and may be particular to the unique geographic circumstances associated with each of its operations. Such physical risks include, but are not limited to, extreme weather events, resource shortages, changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. The Company’s operations in Nunavut and northern British Columbia are particularly vulnerable to extreme weather due to their remoteness. There may also be supply chain implications in getting supplies to the Company’s operations, including transportation issues. Fury Gold makes efforts to mitigate climate risks by ensuring that extreme weather conditions are included in its emergency response plans. However, there is no assurance that the response will be effective, and the physical risks of climate change will not have an adverse effect on the Company’s operations and profitability.
Moreover, governments are introducing climate change legislation and treaties at the international, national and local levels. Regulations relating to emission levels and energy efficiency are becoming more stringent, which may result in increased costs of compliance. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, if current regulatory trends continue, this may result in increased costs at some or all of the Company’s operations. There is no assurance that such regulations will not have an adverse effect on the Company’s results of operations and financial condition.
Changes in Government Regulation
In addition to climate change, other changes in government regulations or the application thereof and the presence of unknown environmental hazards on any of Fury Gold’s mineral properties may result in significant unanticipated compliance and reclamation costs. Government regulations and treaty provisions relating to mineral rights tenure, permission to disturb areas and the right to operate can adversely affect Fury Gold.
Fury Gold may not be able to obtain all necessary licenses and permits that may be required to carry out exploration on any of its projects. Obtaining the necessary governmental permits is a complex, time consuming and costly process. The duration and success of efforts to obtain permits are contingent upon many variables not within our control. Obtaining environmental permits may increase costs and cause delays depending on the nature of the activity to be permitted and the interpretation of applicable requirements implemented by the permitting authority. There can be no assurance that all necessary approvals and permits will be obtained and, if obtained, that the costs involved will not exceed those that we previously estimated. It is possible that the costs and delays associated with the compliance with such standards and regulations could become such that we would not proceed with the development or operation.
COVID-19 and Other Pandemics
COVID-19 has been, and continues to be, complex and rapidly evolving, with governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, restrictions on various activities or other actions to combat its spread, such as travel restrictions and bans, social distancing, quarantine or shelter-in-place directives, limitations on the size of gatherings and closures of non-essential businesses. These restrictions have disrupted and may continue to disrupt economic activity, resulting in reduced commercial and consumer confidence and spending, increased unemployment, closure or restricted operating conditions for businesses, volatility in the global economy, instability in the credit and financial markets, labor shortages, regulatory recommendations to provide relief for impacted consumers, and disruption in supply chains.
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Competitive Conditions
Fury Gold’s activities are directed towards exploration, evaluation and development of mineral deposits. The mineral exploration industry is competitive and Fury Gold will be required to compete for the acquisition of mineral permits, claims, leases and other mineral interests for operations, exploration and development projects. As a result of this competition Fury Gold may not be able to acquire or retain prospective development projects, technical experts that can find, develop and mine such mineral properties and interests, workers to operate its mineral properties, and capital to finance exploration, development and future operations. The Company competes with other mining companies, some of which have greater financial resources and technical facilities, for the acquisition of mineral property interests, the recruitment and retention of qualified employees; and for investment capital with which to fund its projects. If Fury Gold is unable to successfully compete in its industry it could have a material adverse effect on the Company’s results of operations and financial condition.
Local Community Uncertainties
Fury Gold’s operations at the Committee Bay Project are located in Nunavut, and, as such, its operations are exposed to various levels of political, economic and other risks and uncertainties inherent in operating in such jurisdictions. Risks and uncertainties of operating in Nunavut may vary from time to time, but are not limited to a limited local workforce, poor infrastructure, a complex regulatory regime and harsh weather. Moreover, Fury Gold’s operations at the Eau Claire Project are located within the Eeyou Istchee James Bay region, which is subject to a modern treaty with the Cree Nation. The treaty identifies land use categories across the region and communities of interest within the Cree Nations which will be consulted with during development of mineral projects in the Eau Claire Project area.
Acquisitions May Not Be Successfully Integrated
Fury Gold undertakes evaluations from time to time of opportunities to acquire additional mining assets and businesses. Any such acquisitions may be significant in size, may change the scale of the Company’s business, may require additional capital, and/or may expose the Company to new geographic, political, operating, financial and geological risks.
Fury Gold’s success in its acquisition activities depends on its ability to identify suitable acquisition candidates, acquire them on acceptable terms, and integrate their operations successfully. Any acquisitions would be accompanied by risks such as: (i) a significant decline in the relevant metal price after Fury Gold commits to complete an acquisition on certain terms; (ii) the quality of the mineral deposit acquired proving to be lower than expected; the difficulty of assimilating the operations and personnel of any acquired companies; (iii) the potential disruption of Fury Gold’s ongoing business; (iv) the inability of management to realize anticipated synergies and maximize the financial and strategic position of Fury Gold; (v) the failure to maintain uniform standards, controls, procedures and policies; (vi) the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; and (vii) the potential unknown liabilities associated with acquired assets and businesses.
Changes in the Market Price of Common Shares
The Common Shares are listed on the TSX and the NYSE American. The price of Common Shares is likely to be significantly affected by short-term changes in the gold price or in its financial condition or results of operations as reflected in its quarterly earnings reports. Other factors unrelated to Fury Gold’s performance that may have an effect on the price of Common Shares and may adversely affect an investor’s ability to liquidate an investment and consequently an investor’s interest in acquiring a significant stake in Fury Gold include: a reduction in analyst coverage by investment banks with research capabilities, a drop in trading volume and general market interest in Fury Gold’s securities, a failure to meet the reporting and other obligations under relevant securities laws or imposed by applicable stock exchanges could result in a delisting of the Common Shares and a substantial decline in the price of the Common Shares that persists for a significant period of time.
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Properties May Be Subject to Defects in Title
Fury Gold has investigated its rights to explore and exploit its projects and, to the best of its knowledge, its rights are in good standing. However, no assurance can be given that such rights will not be revoked, or significantly altered, to Fury Gold’s detriment. There can also be no assurance that Fury Gold’s rights will not be challenged or impugned by third parties.
Some of Fury Gold’s mineral claims may overlap with other mineral claims owned by third parties which may be considered senior in title to the Fury Gold mineral claims. The junior claim is only invalid in the areas where it overlaps a senior claim. Fury Gold has not determined which, if any, of the Fury Gold mineral claims is junior to a mineral claim held by a third party. Although Fury Gold is not aware of any existing title uncertainties with respect to any of its projects, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on Fury Gold’s future cash flows, earnings, results of operations and financial condition.
Reliance on Contractors and Experts
In various aspects of its operations, Fury Gold relies on the services, expertise and recommendations of its service providers and their employees and contractors, whom often are engaged at significant expense to the Company. For example, the decision as to whether a property contains a commercial mineral deposit and should be brought into production depends in large part upon the results of exploration programs and/or feasibility studies, and the recommendations of duly qualified third party engineers and/or geologists. In addition, while Fury Gold emphasizes the importance of conducting operations in a safe and sustainable manner, it cannot exert absolute control over the actions of these third parties when providing services to Fury Gold or otherwise operating on Fury Gold’s properties. Any material error, omission, act of negligence or act resulting in environmental pollution, accidents or spills, industrial and transportation accidents, work stoppages or other actions could adversely affect the Company’s operations and financial condition.
Legal and Litigation Risks
All industries, including the exploration industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which Fury Gold may become subject could have a material adverse effect on Fury Gold’s business, prospects, financial condition, and operating results. Defense and settlement of costs of legal claims can be substantial.
Risks Relating to Statutory and Regulatory Compliance
Fury Gold’s current and future operations, from exploration through development activities and commercial production, if any, are and will be governed by applicable laws, regulations and treaty obligations governing mineral claims acquisition, prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in exploration activities and in the development and operation of mines and related facilities, generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations, treaty obligations and permits. Fury Gold has received all necessary permits for the exploration work it is presently conducting; however, there can be no assurance that all permits which Fury Gold may require for future exploration, construction of mining facilities and conduct of mining operations, if any, will be obtainable on reasonable terms or on a timely basis or at all, or that such laws and regulations would not have an adverse effect on any project which Fury Gold may undertake.
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Failure to comply with applicable laws, regulations, treaty obligations and permits may result in enforcement actions thereunder, including the forfeiture of claims, orders issued by regulatory or judicial authorities requiring operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or costly remedial actions. Fury Gold may be required to compensate those suffering loss or damage by reason of its mineral exploration activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations, treaty obligations and permits. Fury Gold is not currently covered by any form of environmental liability insurance. See “– Insurance Risk”, below.
Existing and possible future laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation thereof, could have a material adverse impact on Fury Gold and cause increases in capital expenditures or require abandonment or delays in exploration.
Insurance Risk
Fury Gold is subject to a number of operational risks and may not be adequately insured for certain risks, including: accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.
Limited Business History and No History of Earnings
Fury Gold has no history of operating earnings. The likelihood of success of Fury Gold must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of its business. Fury Gold has limited financial resources and there is no assurance that additional funding will be available to it for further operations or to fulfill its obligations under applicable agreements. There is no assurance that Fury Gold will ultimately generate revenues, operate profitably, or provide a return on investment, or that it will successfully implement its plans.
Claims by Investors Outside of Canada
Fury Gold is incorporated under the laws of British Columbia. All of Fury Gold’s directors and officers, with the exception of Mr. Tim Clark, CEO of the Company who is a US resident, and some of the experts named herein, are residents of Canada or otherwise reside outside of the United States, and all or a substantial portion of their assets, and a substantial portion of Fury Gold’s assets, are located outside of the United States. As a result, it may be difficult for investors in the United States or outside of Canada to bring an action against directors, officers or experts who are not resident in the United States. It may also be difficult for an investor to enforce a judgment obtained in a United States court or a court of another jurisdiction of residence predicated upon the civil liability provisions of United States federal securities laws or other laws of the United States or any state thereof or the equivalent laws of other jurisdictions outside of Canada against those persons or Fury Gold.
No-Dividends Policy
No dividends on the Common Shares have been paid by Fury Gold to date. Payment of any future dividends, if any, will be at the discretion of the Board after taking into account many factors, including Fury Gold’s operating results, financial conditions, development and growth, and current and anticipated cash needs.
Disclosure and Internal Controls
Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis and is accumulated and communicated to Fury Gold’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of reporting, including financial reporting and financial statement preparation.
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The Company documented and tested its internal controls over financial reporting during its most recent fiscal year in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act (“SOX”). SOX requires an annual assessment by management and an independent assessment by the Company’s independent auditors of the effectiveness of the Company’s internal controls over financial reporting. For the year ended December 31, 2022, the Company qualified as an “emerging growth company” under the United States Securities Exchange Act of 1934, as amended, and therefore is eligible to forego the requirements for independent assessment by the Company’s independent auditors of its internal controls over financial reporting under SOX.
The Company may fail to achieve and maintain the adequacy of its internal controls over financial reporting as such standards are modified, supplemented, or amended from time to time, and the Company may not be able to ensure that it can conclude on an ongoing basis that its internal controls over financial reporting are effective. The Company’s failure to maintain effective internal controls over financial reporting could result in the loss of investor confidence in the reliability of its financial statements, which in turn could harm the Company’s business and negatively impact the trading price of its common shares. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company’s operating results or cause it to fail to meet its reporting obligations. There can be no assurance that the Company will be able to remediate material weaknesses, if any, identified in future periods, or maintain all the controls necessary for continued compliance, and there can be no assurance that the Company will be able to retain sufficient skilled finance and accounting personnel, especially in light of the increased demand for such personnel among publicly traded companies. Future acquisitions of companies, if any, may provide the Company with challenges in implementing the required processes, procedures and controls in its acquired operations. Acquired companies may not have disclosure controls and procedures or internal control over financial reporting that are as thorough or effective as those required by the securities laws currently applicable to the Company.
No evaluation can provide complete assurance that the Company’s internal control over financial reporting will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be reported. The effectiveness of the Company’s controls and procedures could also be limited by simple errors or faulty judgment. The challenges involved in implementing appropriate internal controls over financial reporting will likely increase with the Company’s plans for ongoing development of its business and this will require that the Company continues to improve its internal controls over financial reporting. Although the Company intends to devote substantial time and incur costs, as necessary, to ensure ongoing compliance, the Company cannot be certain that it will be successful in complying with SOX.
Cybersecurity Risks
Information systems and other technologies, including those related to the Company’s financial and operational management, and its technical and environmental date, are an integral part of the Company’s business activities. Network and information systems related events, such as computer hacking, cyber-attacks, computer viruses, works or other destructive or disruptive software, process breakdowns, denial of service attaches, or other malicious activities or any combination of the foregoing, or power outages, natural disasters, terrorist attacks or other similar events could result in damage to the Company’s property, equipment and date. These events also could result in significant expenditures to repair or replace damage property or information systems and/or to protect them from similar events in the future. Furthermore, any security breaches such as misappropriation, misuse, leakage, falsification, accidental release or loss of information contained in the Company’s information technology seems including personal and other data that could damage is reputation and require the Company to expend significant capital and other resources to remedy any such security breach. Insurance held by the Company may mitigate losses; however, in any such events or security breaches may not be sufficient to cover any consequent losses or otherwise adequately compensate the Company for disruptions to its business that may result and the occurrence of any such events or security breaches could have a material adverse effect on the Company’s operations and financial results. There can be no assurances that these events and/or security breaches will not occur in the future or not have an adverse effect on the Company’s operations and financial results.
Social Media Risks
As a result of social media and other web-based applications, companies today are at much greater risk of losing control over how they are perceived. Damage to Fury Gold’s reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. Although the Company places a great emphasis on protecting its image and reputation, it does not ultimately have direct control over how it is perceived by others. Reputation loss may lead to increased challenges in developing and maintaining community relations, decreased investor confidence and act as an impediment to the Company’s overall ability to advance its projects, thereby having a material adverse impact on the Company’s business, financial condition or results of operations.
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Liabilities relating to Past Issuances of Flow-Through Shares
The Company has issued Flow-Through Shares which requires that it expend the proceeds on exploration in Canada. Although the Company believes it will be able to incur the necessary amount of exploration expenditures as required by the Flow-Through Share subscription agreements, there is a risk that expenditures incurred by the Company may not be expended within the time limits, or that they will qualify as “Canadian exploration expenditures” (“CEE”) , as such term is defined in the Income Tax Act (Canada) (the “Tax Act”), or that any such resource expenses incurred will be reduced by other events including failure to comply with the provisions of the Flow-Through Share subscription agreements or of applicable income tax legislation.
If the Company does not renounce to Flow-Through Share subscribers CEE within 2022, or if there is a reduction in such amount renounced pursuant to the provisions of the Tax Act, the Company may need to indemnify such subscribers, on the terms included in the Flow-Through Share subscription agreements, for an amount equal to the amount of any tax payable or that may become payable under the Tax Act. There were nil remaining expenditures as of December 31, 2022, in connection with the requirement to incur CEE in 2023.
On March 23, 2023, the Company issued 6,076,500 FTS of the Company for gross proceeds of $8,750. The Company is required to incur $8,750 of CEE by December 31, 2024 in respect of this financing.
DESCRIPTION OF CAPITAL STRUCTURE
The Company’s authorized share capital consists of an unlimited number of Common Shares and an unlimited number of preferred shares in the capital of the Company (none of which has been allotted or issued). As of the date of this AIF, 145,547,450 Common Shares are issued and outstanding. In addition, as at the date of this AIF, there were 11,733,213 Common Shares issuable upon the exercise of outstanding share purchase options (“Options”), at a weighted average exercise price of $1.29. In addition, as of the date of this AIF there were 7,461,450 Common Shares issuable upon the exercise of outstanding Common Share purchase warrants (“Warrants”), at a weighted average exercise price of $1.20.
Attributes of Common Shares
Each Common Share entitles the holder to: (i) one vote at all meetings of shareholders (except meetings at which only holders of a specified class of shares are entitled to vote); (ii) receive, subject to the holders of another class of shares, any dividend declared by the Board; and (iii) receive, subject to the rights of the holders of another class of shares, the remaining property of Fury Gold on the liquidation, dissolution or winding up of Fury Gold, whether voluntary or involuntary, or for the purposes of a reorganization or otherwise or upon any distribution of capital, on a pro-rata basis. No pre-emptive, redemption, sinking fund or conversion rights are attached to the Common Shares.
Authorized Preferred Shares
Preferred Shares are authorized to be issued from time to time in one or more series, and the Board may fix from time to time before such issue the number of Preferred Shares, the designation, rights and privileges attached thereto including any voting rights, dividend rights, redemption, purchase or conversion rights, sinking fund or other provisions. Preferred Shares generally rank in priority over Common Shares and any other shares ranking by their terms junior to the Preferred Shares as to dividends and return of capital upon, liquidation, dissolution or winding up of the Company or any other return of capital or distribution of the assets of the Company.
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MARKET FOR SECURITIES
Trading Price and Volume
The following table sets out the high and low sale prices and the aggregate volume of trading of the Common Shares on the TSX and the NYSE American on a monthly basis for the most recently completed fiscal year ended December 31, 2022.
Trading Price and Volume of Common Shares on the TSX
| Date | High (CAD$) | Low (CAD$) | Volume |
| December 2022 | 0.64 | 0.465 | 1,294,701 |
| November 2022 | 0.57 | 0.46 | 1,223,303 |
| October 2022 | 0.64 | 0.48 | 649,108 |
| September 2022 | 0.57 | 0.49 | 543,558 |
| August 2022 | 0.66 | 0.52 | 1,486,587 |
| July 2022 | 0.68 | 0.52 | 515,924 |
| June 2022 | 0.80 | 0.64 | 646,750 |
| May 2022 | 0.85 | 0.73 | 829,725 |
| April 2022 | 0.98 | 0.74 | 1,680,015 |
| March 2022 | 1.09 | 0.81 | 2,365,441 |
| February 2022 | 0.99 | 0.79 | 1,655,023 |
| January 2022 | 0.90 | 0.80 | 1,916,916 |
Trading Price and Volume of Common Shares on the NYSE American
| Date | High (US$) | Low (US$) | Volume |
| December 2022 | 0.47 | 0.34 | 3,973,681 |
| November 2022 | 0.42 | 0.34 | 2,862,259 |
| October 2022 | 0.46 | 0.35 | 2,273,683 |
| September 2022 | 0.44 | 0.36 | 2,077,881 |
| August 2022 | 0.54 | 0.41 | 2,971,396 |
| July 2022 | 0.55 | 0.40 | 2,062,968 |
| June 2022 | 0.63 | 0.49 | 2,070,118 |
| May 2022 | 0.66 | 0.56 | 2,133,544 |
| April 2022 | 0.79 | 0.59 | 5,283,717 |
| March 2022 | 0.84 | 0.66 | 5,874,575 |
| February 2022 | 0.76 | 0.63 | 3,032,557 |
| January 2022 | 0.73 | 0.595 | 4,033,055 |
| -A-50- |
Prior Sales
During its financial year ended December 31, 2022, and up until the date of this AIF, Fury Gold issued the following securities that were not listed or quoted on either the TSX or the NYSE American:
| Date of Issuance | Number and Type of Securities Issued | Issue/Exercise Price (C$) | Reason for Issuance |
| January 24, 2022 | 1,745,000 Options | $1.00 | Option Grant |
| April 22, 2022 | 1,685,000 Options | $1.00 | Option Grant |
| January 17, 2023 | 2,712,800 Options | $0.82 | Option Grant |
| February 17, 2023 | 156,000 Options | $0.85 | Option Grant |
| March 1, 2023 | 25,000 Options | $0.92 | Option Grant |
DIRECTORS AND EXECUTIVE OFFICERS
Name, Principal Occupation and Province or State of Residence
The following table sets out the names, province or state and country of residence, positions with or offices held with Fury Gold, and principal occupation for the past five years of each of Fury Gold’s directors and executive officers, as well as the period during which each has been a director of Fury Gold. The following table also identifies the members of each committee of the Board.
The term of office of each director of Fury Gold expires at the annual general meeting of shareholders each year.
Directors and Executive Officers
| Name, Position and Province and Country of Residence | Principal Occupation During the Past Five Years | Director Since |
| FORRESTER (TIM) A. CLARK CEO & Director Massachusetts, United States | Executive Director of Fury Gold; Director of Dolly Varden Silver Corporation. Mr. Clark has 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. |
March 16, 2021 |
| JEFFREY MASON(1) (2) Chair British Columbia, Canada | Venture Capitalist and Executive Chair of Fury Gold; Director of Torq; Director & Chair of Wildpack Beverage Inc.; Director of Tier One Silver; Director of Coppernico Metals (an unlisted reporting issuer), Past Chair and Interim CEO of Great Panther Mining Limited; Past Director of Amarc Resources Ltd.; Past Director of Libero Copper Corporation (Formerly Libero Mining Corporation); Past Director of Hut 8 Mining Corp. (formerly Oriana Resources Corporation); Past Director of Red Eagle Mining Limited, Past Director and Chief Financial Officer of Nickel Creek Platinum Corp. (formerly Wellgreen Platinum Ltd.). | February 7, 2019 |
| STEVE COOK(1) (3) (4) (5) Director British Columbia, Canada | Semi retired Lawyer and Businessman Director of Fury Gold; Lead independent director of Torq; Director or Tier One Silver; Director of Coppernico Metals (an unlisted reporting issuer), former tax partner at law firm of Thorsteinssons LLP; Principal at SM Cook Legal Services Law Corporation; Past Director of Cayden Resources Inc; Past Director of Skeena Resources Ltd.; Past Director of SnipGold Corp; Past Director of LaSalle Exploration Corp. |
October 28, 2013 |
| -A-51- |
| Name, Position and Province and Country of Residence | Principal Occupation During the Past Five Years | Director Since |
| MICHAEL HOFFMAN (1)(2) (3) (4) Director Ontario, Canada | Mining Executive Director of Fury Gold; Director of Silver X Mining; Director and Chair of 1911 Gold; Director of Velocity Minerals; Director and Chair of NiCAN Ltd; Director of LiCAN Ltd. (private); Past Director of Eastmain; Past Director of Trevali Mining Corporation |
October 9, 2020 |
| ALISON SAGA WILLIAMS (2) (4) Director Ontario, Canada | Lawyer Director of Fury Gold; Director of NiCAN Ltd Adjunct Professor at Osgoode Hall Law School; Elected Official for the Curve Lake First Nation. Principal of AS Williams Consulting firm, where the balance of Ms. Williams professional activities are spent working in Indigenous communities in government and corporate roles in the capacity of negotiations and governance, and as a strategic advisor. |
October 5, 2020 |
| BRIAN CHRISTIE (2)(3) Director Ontario, Canada | Financial Executive Director of Fury Gold; Director of Wallbridge Mining Company Limited; Strategic Advisor for Agnico Eagle Mining Limited (“Agnico Eagle”); Past Director of Denver Gold Group; VP, Investor Relations at Agnico Eagle | February 22, 2023 |
| LYNSEY SHERRY Chief Financial Officer Ontario, Canada | Accounting Professional Chief Financial Officer of Fury Gold; Past VP, Controller, of Canada Goose Holdings Inc., VP, Controller, of Goldcorp Inc. (now Newmont Corporation). |
N/A |
| MICHAEL HENRICHSEN Chief Geological Officer British Columbia, Canada | Geologist Chief Geological Officer of Fury Gold, Director of Dolly Varden Silver Corporation; Director, President & Secretary of RV Mineral Exploration Consulting Ltd.; Past Structural Geologist at Newmont Mining Corp. |
N/A |
| BRYAN ATKINSON SVP, Exploration Alberta, Canada | Geologist Senior Vice President, Exploration of Fury Gold; Past Exploration Manager of Universal Mineral Services; Past Senior Geologist of APEX Geoscience Ltd. |
N/A |
Notes:
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| (1) | Member of the Audit Committee. |
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| (2) | Member of the Nominating, Compensation and Governance Committee. Effective March 15, 2023, Brian Christie was appointed to the Committee, replacing Michael Hoffman |
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| (3) | Member of the Technical, Safety and Risk Management Committee. Effective March 15, 2023, Brian Christie was appointed to the Committee, replacing Steve Cook. |
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| (4) | Member of the Indigenous and Community Relations Committee. |
| -A-52- |
Management Security Holdings
As at the date of this AIF, Fury Gold’s directors and executive officers as a group, beneficially owned, directly and indirectly, or exercised control or direction over, a total of 2,684,150 Common Shares, being approximately 1.92% of Fury Gold’s issued and outstanding Common Shares.
Management History of Cease Trade Orders, Bankruptcies, Penalties or Sanctions
As at the date of this AIF or within the last 10 years before the date of this AIF, no director or executive officer of Fury Gold was a director, chief executive officer or chief financial officer of any company (including Fury Gold), that:
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| (a) | was subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, that was in effect for a period of more than 30 consecutive days; or |
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| (b) | was subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director, chief executive officer or chief financial officer ceased to be a director, chief executive officer or chief financial officer, and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. |
Other than as described below, no director or executive officer of Fury Gold, or a shareholder holding a sufficient number of securities of Fury Gold to affect materially the control of Fury Gold,
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| (a) | is, at the date of this AIF, or has been within the 10 years before the date of this AIF, a director or executive officer of any company (including Fury Gold) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; |
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| (b) | has, within the 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder; or |
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| (c) | has been subject to: |
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| i. | any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or |
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| ii. | any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable securityholder in making an investment decision. |
Jeffery Mason was a director since March 2015 of the online shoe retailer Shoes.com Technologies Inc., a private BC company, and was a director since September 2016 of certain of its wholly-owned private subsidiary companies, including Shoes.com, Inc., a Delaware company, and Onlineshoes.com, Inc., a Washington company, but was never a director of Shoeme Technologies Limited, a Canadian Federal private company (together, Shoeme Technologies Limited, Shoes.com Technologies Inc., Shoes.com, Inc. and Onlineshoes.com, Inc., the “Shoes Private Companies”). In September 2016, following the resignation of the prior chief financial officer, Mr. Mason assumed the role of interim chief financial officer of the Shoes Private Companies. Due in part to an increasing competitive landscape, the Shoes Private Companies became insolvent, and were not believed to be financeable. The boards of directors of the Shoes Private Companies determined that the interests of stakeholders would be best protected by placing the Shoes Private Companies into receivership in February 2017. Mr. Mason resigned as interim chief financial officer and director of the Shoes Private Companies in February 2017.
| -A-53- |
Mr. Mason was a director of Red Eagle Mining Corporation (“Red Eagle Mining”), a TSX listed company, commencing on Jan 1, 2010 continuing to his resignation on June 22, 2018. Thereafter, on November 9, 2018, the secured lenders gave default notice and a demand letter under the secured credit facility and advised of their intention to appoint FTI Consulting as receiver over Red Eagle Mining’s assets. Red Eagle Mining had negotiated a restructuring, announced August 24, 2018 under which the secured lenders would write off a significant part of their debt to enable Red Eagle Mining to recommence operations, but the restructuring was contingent upon a US$38 million equity financing from Annibale SAC, personally guaranteed by its principal Fernando Palazuelo. Annibale defaulted on that commitment and as a result, the restructuring could not proceed.
Potential Conflicts of Interest
No directors or officers have any known conflicts of interest in connection with Fury Gold. Several directors serve on the boards of other publicly traded junior mining companies which can lead to potential conflicts of interest in connection with the entitlement to mineral project opportunities which may come to their attention. In response to this risk, the Company and its shared services provider, Universal Mineral Services Ltd. haves established policies to avoid these situations and to comply with legal requirements of their fiduciary obligations and the requirements of the applicable corporate laws (Business Corporations Act (British Columbia)) should such potential conflict of interest situations arise.
Audit Committee
Audit Committee Charter
The primary responsibility of the Audit Committee of the Company (the “Audit Committee”) is that of oversight of the financial reporting process on behalf of the Board. This includes oversight responsibility for financial reporting and continuous disclosure, oversight of external audit activities, oversight of financial risk and financial management control, and oversight responsibility for compliance with tax and securities laws and regulations as well as whistle blowing procedures. The Audit Committee is also responsible for the other matters as set out in this charter and/or such other matters as may be directed by the Board from time to time. The Audit Committee should exercise continuous oversight of developments in these areas.
Composition of the Audit Committee
The current members of the Audit Committee are Steve Cook (Chairperson), Jeffrey Mason and Michael Hoffman. All current members of the Audit Committee are considered financially literate and all are independent as such terms are defined under National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators
Relevant Education and Experience of Audit Committee Members
Set out below is a brief description of the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member.
Steve Cook is a retired tax partner at the law firm of Thorsteinssons LLP, Vancouver, BC. Mr. Cook received his B.Comm. and LL.B. degrees from the University of BC and was called to the BC Bar in 1982 and the Ontario Bar in 1992. Mr. Cook is a specialist in corporate and international tax planning, offshore structures, representation, and civil and criminal tax litigation.
Jeffrey Mason is a Chartered Professional Accountant and holds an Institute of Corporate Directors designation. Over the past 25 years he served on over 20 public company’s boards. He is experienced in exploration, development, construction and operation for silver, gold, copper, nickel, lead, zinc, platinum group metals and diamond projects in the Americas, Asia and Africa. In 2004 he was awarded the BC Ernst & Young Entrepreneur of the Year Award (Natural Resources Category). He also worked for 15 years for the Hunter Dickinson group, where he performed a variety of roles including Principal, Chief Financial Officer and Corporate Secretary. Mr. Mason served as Director and Audit Chair for eight years at Coastal Contacts Inc. (sold to Essilor International in 2014). He began his career with Deloitte LLP as a Chartered Accountant, followed by eight years at Homestake Mining Company (merged with Barrick Gold Corporation) and also served as Chief Financial Officer of Wellgreen Platinum Ltd. from 2012 to 2016. Mr. Mason is past director 2014 to 2020, and Board Chair from July 2019-April 2020 and Interim CEO/President from October 2019- April 2020 for Great Panther Mining Limited and is an independent board member of Torq Resources Inc, Tier One Silver Inc., Wildpack Beverage Inc and Coppernico Metals Inc (an unlisted reporting issuer). The balance of Mr. Mason’s professional activities is spent providing financial and operations advisory consulting/employment services for mining, electrical power and construction.
| -A-54- |
Michael Hoffman is an experienced mining executive with over 30 years of practice including engineering, mine operations, corporate development, projects and construction. Mr. Hoffman also has direct northern Canadian mining experience including operations and projects. He currently serves as a director of Silver X Mining, Velocity Minerals, NiCAN Ltd and director and Board Chair for 1911 Gold. 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 and completed the Corporate Director course at the University of Toronto, Rotman School of Management. Each member of the Audit Committee has:
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| · | an understanding of the accounting principles used by the Company to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves; |
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| · | experience preparing, auditing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising individuals engaged in such activities; and |
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| · | an understanding of internal controls and procedures for financial reporting. |
Pre-Approval Policies and Procedures
The Audit Committee has adopted specific policies and procedures for the engagement of non-audit services to be provided to the Company or any subsidiaries by the Company’s external auditor. The Chair of the Audit Committee has the authority to pre-approve in between regularly scheduled Audit Committee meetings any non-audit service of less than $50,000, however such approval will be presented to the Audit Committee at the next scheduled meeting for formal approval.
External Auditor Service Fees
The following table discloses the aggregate fees billed for each of the last two fiscal years for professional services rendered by the Company’s auditor for various services.
| Nature of Services | December 31, 2022 | December 31, 2021 |
| Audit Fees(1) | $471,262 | $391,017 |
| Audit-Related Fees(2) | Nil | Nil |
| Tax Fees | Nil | Nil |
| All Other Fees | Nil | Nil |
| Total | $471,262 | $391,017 |
Notes:
|
| (1) | “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits. In 2021 and 2022, the Audit Fees included fees incurred in connection with the certain securities filings. |
|
| (2) | “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation. |
| -A-55- |
Other Board Committees
The Board currently has three other standing committees in addition to the Audit Committee, namely the Nominating, Compensation and Governance Committee, the Indigenous and Community Relations Committee, and the Technical, Safety and Risk Management Committee. Each standing committee of the Board operates according to its mandate, which is approved by the Board and sets out the committee’s duties and responsibilities. Copies of the standing committee mandates are available at www.furygoldmines.com/corporate/corporate-governance/.
No Legal Proceedings
To the best knowledge of Fury Gold’s management, there are no material legal proceedings involving Fury Gold or its properties as of the date of this AIF and Fury Gold knows of no such proceedings currently contemplated.
No penalties or sanctions have been imposed against Fury Gold by a court relating to securities legislation or by a securities regulatory authority during Fury Gold’s financial year, no penalties or sanctions have been imposed by a court or regulatory body against Fury Gold that would likely be considered important to a reasonable investor in making an investment decision and no settlement agreements have been entered into by Fury Gold before a court relating to securities legislation or with a securities regulatory authority during the financial year.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
To the knowledge of the directors and executive officers of Fury Gold, there were no material interests, direct or indirect, of directors or executive officers of Fury Gold, any shareholder of Fury Gold who beneficially owns, directly or indirectly, or exercised control or direction over Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares, or any known associate or affiliate of such persons, in any transaction during the three most recently completed financial year of Fury Gold or during the current financial year that has materially affected or is reasonably expected to materially affect Fury Gold, other than:
Agreement with Universal Mineral Services Ltd.
On April 1, 2022, the Company purchased a 25% share interest in UMS, a private shared-services provider for nominal consideration. The remaining 75% of UMS is owned equally by three other junior resource issuers, namely Tier One Silver Inc, Coppernico Metals Inc, and Torq Resources Inc. who share a head office location in Vancouver, BC. Previously, UMS had been privately owned by a director in common, Mr. Ivan Bebek, then subsequently from January 1, 2022, by Mr. Steve Cook, another director in common, until March 31, 2022.
UMS provides geological, financial, and transactional advisory services as well as administrative services to the Company on an ongoing, full cost recovery basis. Management believes that having these services available through UMS, on a shared and 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 180 days’ notice although the Company will, in the event of termination of the shared services arrangements, remain liable for its share of the UMS premises lease unless and until a replacement subtenant is found. Under the shared services agreement, the Company’s CFO, Senior Vice President, Exploration (“SVP, Exploration”), and CGO terminated their direct employment status with the Company, became employed by UMS and then entered into secondment employment arrangements between the Company and UMS.
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| Years ended December 31 |
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| Total transactions for the year (000s) |
| $ | 1,431 |
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| $ | 599 |
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| -A-56- |
The outstanding balance owing at December 31, 2022, was $240 (December 31, 2021 – $142) which is included in accounts payable.
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 December 31, 2022, the Company expects to incur approximately $520 in respect of its share of future rental expense.
TRANSFER AGENT AND REGISTRAR
Fury Gold’s registrar and transfer agent for the Common Shares is Computershare Investor Services Inc. at its principal offices in Vancouver, British Columbia.
AUDITOR
The auditor of the Company is Deloitte LLP, Chartered Professional Accountants, of 939 Granville Street, Vancouver, British Columbia. Deloitte LLP is independent with respect to the Company within the meaning of the U.S. Securities Act of 1933 and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States) and within the meaning of the rules of professional conduct of the Chartered Professional Accountants of British Columbia.
MATERIAL CONTRACTS
Other than contracts entered into in the ordinary course of business, the only material contract entered into by the Company since the commencement of the Company’s fiscal year ended December 31, 2022 or before such time that are still in effect, and as at the date hereof, is the Arrangement Agreement. See “General Development of the Business – Three Year History – 2020 Plan of Arrangement” and the Agreement with Universal Mineral Services Ltd. described above.
INTERESTS OF EXPERTS
Certain of the scientific and technical information relating to the Company’s mineral projects has been derived from the Technical Reports, technical and scientific information prepared by the experts named below and has been included in reliance on such person’s expertise. Copies of the Technical Reports can be accessed online on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
David Ross, M.Sc., P.Geo., as principal geologist for Roscoe Postle Associates Inc. (now SLR Consulting (Canada) Ltd.), has acted as a “qualified person” as defined in NI 43-101 in connection with the Committee Bay Report. As Mr. Ross is no longer with Roscoe Postle Associates Inc. (now SLR Consulting (Canada) Ltd, Luke Evans, P.Eng. of SLR has reviewed and approved the information related to the Committee Bay Project and the Committee Bay Report contained in this AIF.
Eugene Puritch, P.Eng., FEC, CET, Antoine Yassa, P.Geo., Andrew Bradfield, P.Eng., and Allan Armitage, Ph.D., P.Geo. have acted as a “qualified persons” as defined in NI 43-101 in connection with the Eau Claire PEA and has reviewed and approved the information related to the Eau Claire Project contained in this AIF.
All other scientific and technical information in this Prospectus and relating to the mineral projects or properties material to Fury Gold, including information given after the date of the applicable Technical Reports, has been reviewed and approved by David Rivard-Frappier, P.Geo., Senior Exploration Manager of the Company, who is a “qualified person” under NI 43-101.
Each of the aforementioned firms or persons held less than one percent of any class of the Company’s securities or of any of the Company’s associates or affiliates when they prepared the Technical Reports referred to above or following the preparation of such Technical Reports. None of the aforementioned firms or persons received any direct or indirect interest in any of the Securities or property or of any of the Company’s associates or affiliates in connection with the preparation of such Technical Reports.
| -A-57- |
None of the aforementioned firms or persons, nor any directors, officers or employees of such firms, are currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any of its associates or affiliates, other than David Rivard, P.Geo., Senior Exploration Manager of the Company, who was at the time of reviewing and approving the applicable information and remain as of the date of this AIF a director, officer or employee of the Company or one of its subsidiaries.
ADDITIONAL INFORMATION
Additional information relating to Fury Gold, including directors’ and officers’ remuneration and indebtedness, principal holders of Fury Gold’s securities, and securities authorized for issuance under equity compensation plans, is contained in annual financial statements, management’s discussion and analysis, proxy circulars and interim financial statements of the Company, available under the Company’s profile on SEDAR at www.sedar.com. A copy of the Company’s audit Committee charter is attached to the Company’s 2020 year end Annual Information Form filed on SEDAR.com on March 31, 2021. It has not changed.
| -A-58- |
EXHIBIT 99.2
(An exploration company)
CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
| 410 W. Georgia Street Vancouver BC V6B 0S7 Canada
Tel: 604-669-4466 Fax: 604-685-0395 www.deloitte.ca |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Fury Gold Mines Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Fury Gold Mines Limited and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of (earnings) loss and comprehensive (income) loss, equity, and cash flows, for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte LLP |
Chartered Professional Accountants
March 24, 2023
We have served as the Company's auditor since 2015.
Fury Gold Mines Limited | 1 |
Fury Gold Mines Limited |
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Consolidated Statements of Financial Position | ||||||||||||
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Assets |
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Current assets: |
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Cash |
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| 7 |
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Marketable securities |
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| 8 |
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Accounts receivable |
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Prepaid expenses and deposits |
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Non-current assets: |
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Restricted cash |
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| 7 |
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Accounts receivable |
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Prepaid expenses and deposits |
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Property and equipment |
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| 9 |
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Mineral property interests |
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| 10 |
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Investments in associates |
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| 11 |
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Total assets |
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Liabilities and Equity |
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Current liabilities: |
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Accounts payable and accrued liabilities |
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| $ |
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| $ |
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Lease liability |
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Flow-through share premium liability |
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| 12 |
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Non-current liabilities: |
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Lease liability |
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Provision for site reclamation and closure |
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| 13 |
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Total liabilities |
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Equity: |
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Share capital |
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| 15 |
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| $ |
|
| $ |
| ||
Share option and warrant reserve |
|
| 16 |
|
|
|
|
|
|
| ||
Accumulated other comprehensive loss |
|
|
|
|
|
| ( | ) |
|
|
| |
Deficit |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
Total equity |
|
|
|
|
| $ |
|
| $ |
| ||
Total liabilities and equity |
|
|
|
|
| $ |
|
| $ |
| ||
Commitments (notes 11(b), 20); Subsequent events (note 23).
Approved on behalf of the Board of Directors:
“Forrester A. Clark” |
| “Steve Cook” |
|
Chief Executive Officer |
| Director |
|
The accompanying notes form an integral part of these consolidated financial statements.
Fury Gold Mines Limited | 2 |
Fury Gold Mines Limited | ||||||||||||
Consolidated Statements of (Earnings) Loss and Comprehensive (Income) Loss | ||||||||||||
(Expressed in thousands of Canadian dollars, except per share amounts) | ||||||||||||
Years ended December 31 | ||||||||||||
|
| Note |
|
| 2022 |
|
| 2021 |
| |||
Operating expenses: |
|
|
|
|
|
|
|
|
| |||
Exploration and evaluation |
|
| 14 |
|
| $ |
|
| $ |
| ||
Fees, salaries and other employee benefits |
|
|
|
|
|
|
|
|
|
| ||
Insurance |
|
|
|
|
|
|
|
|
|
| ||
Legal and professional |
|
|
|
|
|
|
|
|
|
| ||
Marketing and investor relations |
|
|
|
|
|
|
|
|
|
| ||
Office and administration |
|
|
|
|
|
|
|
|
|
| ||
Regulatory and compliance |
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income, net: |
|
|
|
|
|
|
|
|
|
|
|
|
Net gain on disposition of mineral interests |
|
| 6 |
|
|
| ( | ) |
|
|
| |
Unrealized net loss on marketable securities |
|
| 8 |
|
|
|
|
|
|
| ||
Realized net loss on marketable securities |
|
| 8 |
|
|
|
|
|
|
| ||
Net loss from associates |
|
| 11 |
|
|
|
|
|
|
| ||
Amortization of flow-through share premium |
|
| 12 |
|
|
| ( | ) |
|
| ( | ) |
Impairment expense |
|
| 11 |
|
|
|
|
|
|
| ||
Accretion on provision for site reclamation and closure |
|
| 13 |
|
|
|
|
|
|
| ||
Interest expense |
|
|
|
|
|
|
|
|
|
| ||
Interest income |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
Foreign exchange loss |
|
|
|
|
|
|
|
|
|
| ||
Other |
|
|
|
|
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
(Earnings) loss before taxes |
|
|
|
|
|
| ( | ) |
|
|
| |
Exploration tax credits refunded |
|
| 5d |
|
| ( | ) |
|
| ( | ) | |
Net (earnings) loss for the year |
|
|
|
|
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss, net of tax | ||||||||||||
| ||||||||||||
Unrealized currency loss on translation of foreign operations |
|
| 3s |
|
|
|
|
|
| |||
Total comprehensive (income) loss for the year |
|
|
|
|
| $ | ( | ) |
| $ |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Earnings) loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted (earnings) loss per share |
|
| 19 |
|
| $ | ( | ) |
| $ |
| |
The accompanying notes form an integral part of these consolidated financial statements.
Fury Gold Mines Limited | 3 |
Fury Gold Mines Limited | ||||||||||||||||||||||||
Consolidated Statements of Equity | ||||||||||||||||||||||||
(Expressed in thousands of Canadian dollars, except share amounts) | ||||||||||||||||||||||||
|
| Number of common shares |
|
| Share capital |
|
| Share option and warrant reserve |
|
| Accumulated other comprehensive loss |
|
| Deficit |
|
| Total |
| ||||||
Balance at December 31, 2020 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||||
Comprehensive loss for the year |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Shares issued pursuant to the purchase of a royalty, net of share issue costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Shares issued pursuant to private placement, net of share issue costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Share options exercised |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||
Warrants exercised |
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||
Fair value of warrants issued |
|
| - |
|
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Share-based compensation |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance at December 31, 2021 |
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||||
Comprehensive income (loss) for the year |
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| ||||
Shares issued pursuant to offering, net of share issue costs (note 15b(i)) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Share-based compensation (note 16a) |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance at December 31, 2022 |
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
| ||||
The accompanying notes form an integral part of these consolidated financial statements.
Fury Gold Mines Limited | 4 |
Fury Gold Mines Limited |
|
|
|
| ||||||||
Consolidated Statements of Cash Flows | ||||||||||||
(Expressed in thousands of Canadian dollars) | ||||||||||||
|
|
| Years ended December 31 |
| ||||||||
|
| Note |
|
| 2022 |
|
| 2021 |
| |||
Operating activities: |
|
|
|
|
|
|
|
|
| |||
Earnings (loss) for the year |
|
|
|
| $ |
|
| $ | ( | ) | ||
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
| |
Interest income |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Items not involving cash: |
|
|
|
|
|
|
|
|
|
|
| |
Net gain on disposition of mineral interests |
|
| 6 |
|
|
| ( | ) |
|
|
| |
Unrealized net loss on marketable securities |
|
| 8 |
|
|
|
|
|
|
| ||
Realized net loss on marketable securities |
|
| 8 |
|
|
|
|
|
|
| ||
Depreciation |
|
| 9 |
|
|
|
|
|
|
| ||
Impairment expense |
|
| 11 |
|
|
|
|
|
|
| ||
Net loss from associates |
|
| 11 |
|
|
|
|
|
|
| ||
Amortization of flow-through share premium |
|
| 12 |
|
|
| ( | ) |
|
| ( | ) |
Accretion of provision for site reclamation and closure |
|
| 13 |
|
|
|
|
|
|
| ||
Share-based compensation |
|
| 16 |
|
|
|
|
|
|
| ||
Interest expense |
|
|
|
|
|
|
|
|
|
| ||
Other |
|
|
|
|
|
|
|
|
|
| ||
Changes in non-cash working capital |
|
| 18 |
|
|
| ( | ) |
|
|
| |
Cash (used in) operating activities |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
|
|
|
|
|
|
|
| ||
Acquisition of mineral interests, net of cash acquired |
|
| 10 |
|
|
| ( | ) |
|
| ( | ) |
Option payment received |
|
| 10 |
|
|
|
|
|
|
| ||
Acquisition of Homestake Ridge royalty, inclusive of fees |
|
| 10 |
|
|
|
|
|
| ( | ) | |
Acquisition of Universal Mineral Services Ltd |
|
| 11 |
|
|
| ( | ) |
|
|
| |
Proceeds from disposition of mineral interests, net of transaction costs |
|
| 6 |
|
|
|
|
|
|
| ||
Proceeds from disposition of investment in associate, net of transaction costs |
|
| 11 |
|
|
|
|
|
|
| ||
Proceeds from sale of marketable securities |
|
| 8 |
|
|
|
|
|
|
| ||
Marketable securities additions |
|
| 8 |
|
|
| ( | ) |
|
|
| |
Property and equipment additions, net of disposals |
|
| 9 |
|
|
|
|
|
| ( | ) | |
Decrease (increase) in restricted cash |
|
| 7 |
|
|
| ( | ) |
|
|
| |
Cash provided by (used in) investing activities |
|
|
|
|
|
|
|
|
| ( | ) | |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common shares, net of costs |
|
| 15 |
|
|
|
|
|
|
| ||
Lease payments |
|
|
|
|
|
| ( | ) |
|
| ( | ) |
Proceeds from share option and warrant exercises |
|
| 16 |
|
|
|
|
|
|
| ||
Cash provided by financing activities |
|
|
|
|
|
|
|
|
|
| ||
Effect of foreign exchange on cash |
|
|
|
|
|
| ( | ) |
|
|
| |
(Increase) decrease in cash |
|
|
|
|
|
|
|
|
| ( | ) | |
Cash, beginning of the year |
|
|
|
|
|
|
|
|
|
| ||
Cash, end of the year |
|
| 7 |
|
| $ |
|
| $ |
| ||
Supplemental cash flow information (note 18).
The accompanying notes form an integral part of these consolidated financial statements.
Fury Gold Mines Limited | 5 |
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 December 31, 2022, the Company had two principal projects: Eau Claire in Quebec and Committee Bay in Nunavut. The Company also holds a 50.022% interest in the Eleonore South Joint Venture (“ESJV”).
Sale of Homestake Resources Corporation (“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 in exchange for $
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.
On October 13, 2022, the Company announced that it had completed a non-brokered sale agreement to sell
Acquisition of 25% equity interest in Universal Mineral Services Ltd. (“UMS”)
On April 1, 2022, the Company purchased a
UMS is the private company through which its shareholders, including Fury Gold, share geological, financial, and transactional advisory services as well as administrative services on a full, 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
Increase in ownership interest of ESJV and amended joint venture arrangement
On September 12, 2022, the Company and its joint operation partner Newmont Corporation (“Newmont”),
Response to COVID-19
While the Company continues to monitor developments with regards to COVID-19 and permitted activities, there were no impacts to the Company’s operating activities in 2022 arising from COVID-19.
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 6 |
Note 2: Basis of presentation |
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), effective for the year ended December 31, 2022. IFRS comprises IFRSs, International Accounting Standards (“IASs”), and interpretations issued by the IFRS Interpretations Committee (“IFRICs”), and the former Standing Interpretations Committee (“SICs”).
These consolidated financial statements were approved and authorized for issuance by the Board of Directors of the Company on March 24, 2023.
Note 3: Significant accounting policies |
a) Basis of measurement
These consolidated financial statements have been prepared on a historical cost basis, except for those assets and liabilities that are measured at revalued amounts or fair values at the end of each reporting period.
b) Currency of presentation
The Company’s presentation currency is the Canadian (“CAD”) dollar. All amounts, with the exception of per share amounts, are expressed in thousands of Canadian dollars, unless otherwise stated. References to US$ are to United States (“US”) dollars.
c) Basis of preparation and consolidation
These consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company. Control exists when the Company has power over an investee, when the Company is exposed, or has rights, to variable returns from the investee and when the Company has the ability to affect those returns through its power over the investee. Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition up to the effective date of disposition or loss of control. All intercompany balances and transactions have been eliminated.
The subsidiaries (with a beneficial interest of
Subsidiary | Place of incorporation | Functional currency |
North Country Gold Corp. (“North Country”) | ||
Eastmain Resources Inc. (“Eastmain”) | ||
Eastmain Mines Inc. (“Eastmain Mines”) (a) | | |
Fury Gold USA Limited (“Fury Gold USA”) (b) | |
(a) Company incorporated federally in Canada.
(b) Fury USA provides certain administrative services with respect to employee benefits for US resident personnel.
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 7 |
Investments in associates and joint arrangements
These interim financial statements also include the following joint arrangements and investments in associates:
Associates and joint arrangement | Ownership interest | Location | Classification and accounting method |
Dolly Varden (a) | Associate; equity method | ||
UMS | Associate; equity method | ||
ESJV (b) | Joint operation |
(a)
(b) The Company acquired an additional 11% interest in ESJV on September 12, 2022 and entered into an amended and restated joint venture arrangement (note 1) which has resulted in ESJV being accounted for as a joint operation.
d) Foreign currency translation
The financial statements of the Company and each of its subsidiaries are prepared in its functional currency determined on the basis of the currency of the primary economic environment in which such entities operate. The presentation and functional currency of the Company and each of its subsidiaries, with the exception of Fury Gold USA, is the Canadian dollar. Fury Gold USA’s functional currency has been determined to be the US dollar.
Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing at the transaction dates. At each reporting date, monetary items denominated in foreign currencies are translated into the entity’s functional currency at the then prevailing rates and non-monetary items measured at historical cost are translated into the entity’s functional currency at rates in effect at the date the transaction took place.
Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are included in the consolidated statements of loss and comprehensive loss for the period in which they arise.
e) Cash and cash equivalents
Cash and cash equivalents consist of cash and highly liquid short-term investments that are readily convertible to cash and have maturities with terms of less than ninety days and/or with original maturities over ninety days but redeemable on demand without penalty. As at December 31, 2022 and 2021, the Company did not have any cash equivalents.
f) Property and equipment
Property and equipment are stated at cost less accumulated amortization and impairment losses. Amortization is calculated using the straight-line method over the estimated useful lives as follows:
· | Computer equipment | ||
· | Machinery and equipment | ||
· | Right-of-use (“ROU”) |
g) Mineral property interests and exploration expenditures
Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing historical characteristic of many properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties is in good standing.
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 8 |
The Company accounts for mineral property interests in accordance with IFRS 6 – Exploration for and evaluation of mineral properties (“IFRS 6”).
Costs directly related to acquiring the legal right to explore a mineral property including acquisition of licenses, mineral rights, and similar acquisition costs are recognized and capitalized as mineral property interests. Acquisition costs incurred in obtaining the legal right to explore a mineral property are deferred until the legal right is granted and thereon reclassified to mineral property interests. Transaction costs incurred in acquiring an asset are deferred until the transaction is completed and then included in the purchase price of the asset acquired.
Once the legal right to explore a property has been acquired, costs directly related to exploration and evaluation activities including, but not limited to, researching and analyzing existing exploration data, conducting geological studies, exploration drilling and sampling, and payments made to contractors and consultants in connection with the exploration and evaluation of the property, are expensed in the period in which they are incurred as exploration and evaluation costs on the consolidated statements of loss and comprehensive loss.
Costs not directly attributable to exploration and evaluation activities, including general administrative overhead costs, are expensed as administrative costs in the period in which they occur.
As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to exploration and evaluation costs.
When a project is deemed to no longer have commercially viable prospects to the Company, all capitalized acquisition costs in respect of that project are deemed to be impaired. As a result, those costs, in excess of the estimated recoverable amount, are expensed to the consolidated statements of loss and comprehensive loss.
The Company assesses mineral property interests for impairment when facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and its value in use.
Once the technical feasibility and commercial viability of extracting the mineral resources has been determined, the property is considered to be a mine under development at which point the assets and further related costs no longer fall under the guidance of IFRS 6.
(h) Joint arrangement
The Company conducts a portion of its business through a joint arrangement where the parties are bound by contractual arrangements establishing joint control with decisions about the relevant activities that significantly affect the returns of the investee requiring unanimous consent. A joint arrangement is classified as either a joint operation or a joint venture, subject to the terms that govern each investor's rights and obligations in the arrangement.
In a joint operation, the investor has rights and obligations to the separate assets and liabilities of the investee, therefore the Company recognizes its share of the assets, liabilities, revenue, and expenses of the joint arrangement.
(i) Investments in associates
The Company conducts a portion of its business through equity interests in associates. 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.
The Company accounts for its investments in associates 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.
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 9 |
j) Impairment of non-financial assets
At each reporting date, the Company reviews the carrying amounts of its non-financial assets to determine whether there are any indicators of impairment. If any such indicator exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.
Where the asset does not generate cash inflows that are independent from other assets, the Company estimates the recoverable amount of the CGU to which the asset belongs. Any intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired. An asset’s recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount is reduced to the recoverable amount and an impairment loss is recognized immediately in the consolidated statements of loss and comprehensive loss. Where an impairment subsequently reverses, the carrying amount is increased to the revised estimate of recoverable amount but only to the extent that this does not exceed the carrying value that would have been determined if no impairment had previously been recognized. A reversal of impairment is recognized in the consolidated statements of loss and comprehensive loss.
k) Leases
The Company assesses if a contract is or contains a lease at inception of the contract. Control is considered to exist if the contract conveys the right to control the use of an identified asset during the term of the lease. When a lease is identified, a right-of-use asset and a corresponding lease liability are recognized, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognizes the lease payments as an expense in profit or loss on a straight-line basis.
Right-of-use assets, which are included in property and equipment, are recognized at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs and decommissioning and restoration costs, less any lease incentives received. Right-of-use assets are depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis, except where ownership is expected to be transferred at the end of the lease, whereby the asset is depreciated over its useful life.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date discounted by using the rate implicit in the lease or the Company’s incremental borrowing rate, if the rate implicit in the lease cannot be determined. Lease payments included in the measurement of the lease liability are:
| · | fixed payments (including in-substance fixed payments), less any lease incentives receivable; |
|
|
|
| · | variable payments that depend on an index or rate; |
|
|
|
| · | amount expected to be payable by the lessee under residual value guarantees; |
|
|
|
| · | exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and |
|
|
|
| · | penalties for terminations, unless the Company is reasonably certain the options will not be exercised. |
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 10 |
l) Provisions
Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.
m) Provision for site reclamation and closure
An obligation to incur rehabilitation and site restoration costs arises when an environmental disturbance is caused by the exploration, development, or on-going production of a mineral property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project as soon as the obligation to incur such costs arises, as well when changes in estimates occur year over year. These costs are charged to the consolidated statements of loss and comprehensive loss over the life of the operation through amortization and the unwinding of the discount in the provision.
n) Flow-through common shares
Canadian income tax legislation permits companies to issue flow-through instruments whereby the income tax deductions generated by eligible expenditures of the Company, defined in the Income Tax Act (Canada) as qualified Canadian exploration expenses (“CEE”), are claimed by the investors rather than by the Company. Shares issued on a flow-through basis are typically sold at a premium above the market share price which relates to the tax benefits that will flow through to the investors. The Company often issues flow-through shares as part of its equity financing transactions in order to fund its Canadian exploration activities. The Company estimates the portion of the proceeds attributable to the premium as being the excess of the flow-through share price over the market share price of the common shares without the flow-through feature at the time of issuance. The premium is recorded as a liability which represents the Company’s obligation to spend the flow-through funds on eligible expenditures and is amortized through the consolidated statements of loss and comprehensive loss as the eligible expenditures are incurred.
o) (Earnings) Loss per share
Basic (earnings) loss per share is calculated by dividing the net (earnings) loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. The diluted loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of shares outstanding on a diluted basis. The weighted average number of shares outstanding on a diluted basis takes into account the additional shares for the assumed exercise of share options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding share options were exercised and that the proceeds from such exercises were used to acquire common shares at the average market price during the reporting period.
p) Share-based compensation
From time to time, the Company grants share options to employees and non-employees. An individual is classified as an employee, versus a non-employee, when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.
The fair value of share options, measured using the Black-Scholes option pricing model at the date of grant, is charged to the consolidated statements of loss and comprehensive loss over the vesting period. Performance vesting conditions and forfeitures are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest.
Where the terms and conditions of options are modified before they vest, any change in the fair value of the options, measured immediately before and after the modification, is also charged to the consolidated statements of loss and comprehensive loss over the remaining vesting period.
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 11 |
Equity instruments granted to non-employees are recorded in the consolidated statements of loss and comprehensive loss at the fair value of the goods or services received, unless they are related to the issuance of shares. Costs related to the issuance of shares are recorded as a reduction of share capital.
When the value of goods or services received in exchange for a share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model. The expected life used in the model is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioral considerations.
All equity-settled share-based payments are recorded in the share option and warrant reserve until exercised. Upon exercise, shares are issued from treasury and the amount previously recorded in share option and warrant reserve is reclassified to share capital along with any consideration paid.
q) Income taxes
Income tax reported in the consolidated statements of loss and comprehensive loss for the period presented comprises current and deferred income tax. Income tax is recognized in the consolidated statements of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
Current income tax for each taxable entity in the Company is based on the local taxable income at the local statutory tax rate enacted or, substantively enacted, at the reporting date and includes any adjustments to tax payable or recoverable with regards to previous periods.
Deferred income tax is determined using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred income tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using the expected future tax rates enacted or substantively enacted at the reporting date.
A deferred income tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Deferred income tax assets and liabilities are offset only when there is a legally enforceable right to set off current tax assets against current tax liabilities, when they relate to income taxes levied by the same taxation authority and the Company intends to settle its tax assets and liabilities on a net basis.
r) Financial instruments
The Company recognizes financial assets and liabilities on its consolidated statements of financial position when it becomes a party to the contract creating the asset or liability.
On initial recognition, all financial assets and liabilities are recorded by the Company at fair value, net of attributable transaction costs, except for financial assets and liabilities classified as fair value through profit or loss for which transaction costs are expensed in the period in which they are incurred.
| i) | Amortized cost |
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| Financial assets that meet the following conditions are measured subsequently at amortized cost: |
| · | the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and |
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| · | the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 12 |
|
| The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. Interest income is recognized using the effective interest method.
The Company's financial assets at amortized cost primarily include cash, restricted cash, accounts receivable, and deposits. |
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| ii) | Fair value through other comprehensive income (”FVTOCI") |
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| Financial assets that meet the following conditions are measured at FVTOCI: |
| · | the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and |
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| · | the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
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| The Company does not have any financial assets classified as FVTOCI at December 31, 2022. | |
| iii) | Financial assets measured subsequently at fair value through profit or loss (“FVTPL”) |
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| By default, all other financial assets are measured subsequently at FVTPL.
The Company, at initial recognition, may also irrevocably designate a financial asset as measured at FVTPL if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or recognizing the gains and losses on them on different bases. Financial assets measured at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognized in profit or loss to the extent they are not part of a designated hedging relationship. Fair value is determined in the manner described in note 20. |
| iv) | Financial liabilities and equity |
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| Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements, and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs. Repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue, or cancellation of the Company’s own equity instruments.
Financial liabilities that are not contingent consideration of an acquirer in a business combination, held for trading, or designated as at FVTPL, are measured at amortized cost using the effective interest method.
The Company's financial liabilities measured at amortized cost primarily include accounts payable and accrued liabilities. |
| v) | Impairment |
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| The Company recognizes a loss allowance for expected credit losses on its financial assets. The amount of expected credit losses is updated at each reporting period to reflect changes in credit risk since initial recognition of the respective financial instruments. |
(s) Other Comprehensive (Income) loss
Other comprehensive (income) loss is the change in net assets arising from transactions and other events and circumstances from non-owner sources. Comprehensive (income) loss comprises net (earnings) loss and other comprehensive loss. Foreign currency translation differences arising on translation of subsidiaries with a different functional currency are also included in other comprehensive loss.
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 13 |
Note 4: Changes in accounting standards |
Application of new and revised accounting standards:
The Company has adopted the following amended accounting standards and policies effective January 1, 2022. There was no impact to the Company’s financial statements for the year ended December 31, 2022 upon adoption.
Annual Improvements to IFRSs 2018-2020 Cycle
Annual Improvements to IFRS Standards 2018–2020 makes amendments to the following standards:
IFRS 1 - First-time Adoption of International Financial Reporting Standards: The amendment permits a subsidiary that applies paragraph D16(a) of IFRS 1 to measure cumulative translation differences using the amounts reported by its parent, based on the parent’s date of transition to IFRSs.
IFRS 9 - Financial Instruments: Fees in the ‘10 per cent’ test for derecognition of financial liabilities. The amendment clarifies which fees an entity includes when it applies’ the ‘10 per cent’ test in paragraph B3.3.6 of IFRS 9 in assessing whether to derecognise a financial liability. An entity includes only fees paid or received between the entity (the borrower) and the lender, including fees paid or received by either the entity or the lender on the other’s behalf.
IFRS 16 - Leases: The amendment to Illustrative Example 13 accompanying IFRS 16 removes from the example the illustration of the reimbursement of leasehold improvements by the lessor in order to resolve any potential confusion regarding the treatment of lease incentives that might arise because of how lease incentives are illustrated in that example.
IAS 41 – Agriculture: The amendment removes the requirement in paragraph 22 of IAS 41 for entities to exclude taxation cash flows when measuring the fair value of a biological asset using a present value technique. This will ensure consistency with the requirements in IFRS 13.
Amendments to IAS 16 – Property, Plant and Equipment—Proceeds before Intended Use
The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced before that asset is available for use, i.e., proceeds while bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Consequently, an entity recognises such sales proceeds and related costs in profit or loss. The entity measures the cost of those items in accordance with IAS 2 – Inventories.
The amendments also clarify the meaning of “testing whether an asset is functioning properly”. IAS 16 now specifies this as assessing whether the technical and physical performance of the asset is such that it is capable of being used in the production or supply of goods or services, for rental to others, or for administrative purposes.
If not presented separately in the statement of comprehensive income or loss, the financial statements shall disclose the amounts of proceeds and cost included in profit or loss that relate to items produced that are not an output of the entity’s ordinary activities, and which line items in the statement of comprehensive income or loss include such proceeds and cost.
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 14 |
The amendments are applied retrospectively, but only to items of property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after the beginning of the earliest period presented in the financial statements in which the entity first applies the amendments.
The entity shall recognise the cumulative effect of initially applying the amendments as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at the beginning of that earliest period presented.
New and amended standards not yet effective:
The following new and amended standards, which are not yet effective, have not been applied by the Company in these financial statements. The Company is currently assessing the potential impact(s) on the Company’s financial statements following application.
Amendments to IAS 1 – Classification of Liabilities as Current or Non-current
The amendments to IAS 1 affect only the presentation of liabilities as current or non-current in the consolidated statements of financial position and not the amount or timing of recognition of any asset, liability, income, or expenses, or the information disclosed about those items.
The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of “settlement” to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets, or services.
The amendments are applied retrospectively for annual periods beginning on or after January 1, 2024, with early application permitted.
Amendments to IAS 1 – Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements – Disclosure of Accounting Policies
The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term ‘significant accounting policies’ with ‘material accounting policy information’. Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements.
The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material.
The Board has also developed guidance and examples to explain and demonstrate the application of the ‘four-step materiality process’ described in IFRS Practice Statement 2.
The amendments to IAS 1 are effective for annual periods beginning on or after January 1, 2023, with earlier application permitted and are applied prospectively. The amendments to IFRS Practice Statement 2 do not contain an effective date or transition requirements.
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 15 |
Amendments to IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors – Definition of Accounting Estimates
The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. The definition of a change in accounting estimates was deleted. However, the concept of changes in accounting estimates in the Standard was retained with the following clarifications:
· | A change in accounting estimate that results from new information or new developments is not the correction of an error; and |
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· | The effects of a change in an input or a measurement technique used to develop an accounting estimate are changes in accounting estimates if they do not result from the correction of prior period errors. |
The amendments are effective for annual periods beginning on or after January 1, 2023 to changes in accounting policies and changes in accounting estimates that occur on or after the beginning of that period, with earlier application permitted.
Note 5: Critical accounting estimates and judgments |
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.
Critical accounting judgments exercised in applying accounting policies, apart from those involving estimates, which have the most significant effect on the amounts recognized in these consolidated financial statements are as follows:
(a) Functional currency
The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions that determined the primary economic environment.
(b) Economic recoverability and probability of future economic benefits of mineral property interests
Management has determined that the acquisition of mineral properties and related costs incurred, which have been recognized on the consolidated statements of financial position, are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit including geological data, scoping studies, accessible facilities, and existing and future permits.
(c) Indications of impairment of assets
Assessments of impairment indicators are performed at the Cash Generating Unit (“CGU”) level and judgment is involved in assessing whether there is any indication that an asset or a CGU may be impaired. The assessment of the impairment indicators involves the application of a number of significant judgments and estimates to certain variables, including metal price trends, exploration plans for properties, and the results of exploration and evaluation to date.
(d) Income taxes
The provision for income taxes and composition of income tax assets and liabilities requires management’s judgment. The application of income tax legislation also requires judgment in order to interpret legislation and to apply those findings to the Company’s transactions.
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 16 |
Credit on duties refundable for loss and refundable tax credits for resource investment
The Company is entitled to a refundable credit on duties of 12% for eligible losses under the Quebec Mining Duties Act and a refundable resource investment tax credit of 38.75% under the Quebec Income Tax Act. These credits are applicable to qualified exploration expenditures on properties located within the province of Quebec. Application for these credits is subject to verification and, as such, they are recognized only when they are received or when a notice of assessment confirming the amount to be paid is issued. During the year ended December 31, 2022, the Company received a refund of $
(e) Asset held for sale
The Company applies judgment to determine whether an asset or disposal group is available for immediate sale in its present condition and that its sale is highly probable and therefore should be classified as held for sale at the balance sheet date. Conditions that support a highly probable sale include the following: an appropriate level of management is committed to a plan to sell the asset or disposal group, an active program to locate a buyer and complete the plan has been initiated, the asset or disposal group has been actively marketed for sale at a price that is reasonable in relation to its current fair value, and the sale of the asset or disposal group is expected to qualify for recognition as a completed sale within one year from the date of classification as held for sale. Non-current assets and disposal groups are classified as held for sale from the date these criteria are met and are measured at the lower of the carrying amount and fair value less costs of disposal (“FVLCD”). If the FVLCD is lower than the carrying amount, an impairment loss is recognized in the consolidated statements of (earnings) loss.
(f) Determination of control of subsidiaries and joint arrangements
Judgement is required to determine when the Company has control of subsidiaries or joint control of joint arrangements. This requires an assessment of the relevant activities of the investee, being those activities that significantly affect the ’investee’s returns (including operating and capital expenditure decision-making, financing of the investee, and the appointment, remuneration, and termination of key management personnel) and when the decisions in relation to those activities are under the control of the Company or require unanimous consent from the investors.
(g) Investments in associates
The Company conducts a portion of its business through equity interests in associates. 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.
The Company accounts for its investments in associates 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.
(h) Financial instruments
Financial instruments are assessed upon initial recognition to determine whether they meet the definition of a financial asset, financial liability, or equity instrument depending on the substance of the contractual arrangement. Judgement is required in making this determination as the substance of a transaction may differ from its legal form. Once a determination is made, IFRS requires that financial instruments be measured at fair value on initial recognition. For financial instruments that do not have quoted market prices or observable inputs, judgements are made in determining what are appropriate inputs and assumptions to use in calculating the fair value.
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 17 |
Key sources of estimation uncertainty that have significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:
(i) Reclamation obligations
Management assesses its reclamation obligations annually and when circumstances suggest that a material change to the obligations have occurred. Significant estimates and assumptions are made in determining the provision for site reclamation and closure because there are numerous factors that will affect the ultimate liability that becomes payable. These factors include estimates of the extent, the timing, and the cost of reclamation activities, regulatory change, cost increases, and changes in discount rates. Those uncertainties may result in actual expenditures differing from the amounts currently provided. The provision at the reporting date represents management’s best estimate of the present value of the future reclamation costs required. Changes to estimated future costs are recognized in the consolidated statements of financial position by adjusting the reclamation asset and liability. Key assumptions included in the estimate of the reclamation obligations for the Company’s properties in Quebec and Nunavut were as follows:
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(j) Share-based compensation
The Company determines the fair value of share options granted using the Black‐Scholes option pricing model. This option pricing model requires the development of market-based subjective inputs, including the risk-free interest rate, expected price volatility, and expected life of the option. Changes in these inputs and the underlying assumption used to develop them can materially affect the fair value estimate.
(k) Deferred tax assets and liabilities
Management judgment and estimates are required in assessing whether deferred tax assets and deferred tax liabilities are recognized in the consolidated statements of financial position. Judgments are made as to whether future taxable profits will be available in order to recognize deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. These depend on estimates of future production and sales volumes, commodity prices, reserves, operating costs, and other capital management transactions. These judgments and assumptions are subject to risk and uncertainty, and changes in circumstances may alter expectations which may impact the amount of deferred tax assets and deferred tax liabilities recognized on the consolidated statements of financial position and the benefit of other tax losses and temporary differences not yet recognized.
Note 6: Sale of Homestake Resources |
On February 25, 2022, the Company completed the sale of Homestake Resources to Dolly Varden for cash proceeds of $
Net assets derecognized: |
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Mineral interests |
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Reclamation bond |
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76,504,590 common shares of Dolly Varden |
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Transaction costs |
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Net gain on disposition |
| $ |
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Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 18 |
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 $
The Company has sufficient non-capital losses as at December 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.
Note 7: Cash and restricted cash |
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Restricted cash includes an amount of $
Note 8: Marketable securities |
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Balance at December 31, 2020 |
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Additions |
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Sale of marketable securities |
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Realized loss on disposition |
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Unrealized net loss |
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Balance at December 31, 2021 |
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Unrealized net loss |
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Balance at December 31, 2022 |
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During the year ended December 31, 2022 the Company exercised
Purchases and sales of marketable securities are accounted for as of the trade date.
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 19 |
Note 9: Property and equipment |
Property and equipment are recorded at cost, and at December 31, 2022 and 2021 were comprised as follows:
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Impairment of assets |
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At December 31, 2021 |
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At December 31, 2020 |
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Depreciation for the year |
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Disposal of assets |
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Impairment of assets |
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At December 31, 2021 |
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Depreciation for the year |
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At December 31, 2022 |
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At December 31, 2022 |
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Note 10: Mineral property 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.
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 20 |
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 $
Éléonore South Joint Venture
The ESJV 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 joint operation and project ownership is based on participation in the funding of annual exploration programs. At December 31, 2022 the project was held by the partners approximately as follows: Fury Gold 50.022% and Newmont 49.978%. The Company is the operator of the project.
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.
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.
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 21 |
|
| Quebec |
|
| Nunavut |
|
| British Columbia |
|
| Total |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Balance at December 31, 2020 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Purchase of Homestake Ridge royalty |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Option payment received |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
Disposition |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
Change in estimate of provision for site reclamation and closure |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Balance at December 31, 2021 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Sale of Homestake Resources (note 1) |
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Acquisition of additional ownership interest in ESJV (note 1) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Option payment received |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
Change in estimate of provision for site reclamation and closure (note 13) |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
Balance at December 31, 2022 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
In July 2021, the Company sold certain mineral claims on the Radisson property for $
In October 2022, the Company received an option payment in cash of $
Note 11: Investments in associates |
(a) Summarized financial information of the Company’s investments in associates:
The carrying amounts of the Company’s investments in associates as at December 31, 2022, were as follows:
|
| Dolly Varden |
|
| UMS |
|
| Total |
| |||
Carrying amount at December 31, 2021 |
| $ |
|
| $ |
|
| $ |
| |||
Acquisition of equity investment |
|
|
|
|
|
|
|
|
| |||
Disposal (note 1) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Company’s share of net loss of associates |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Carrying amount at December 31, 2022 |
| $ |
|
| $ |
|
| $ |
| |||
The fair market value of the Company’s interest in Dolly Varden at December 31, 2022 was $
On October 13, 2022, the Company completed the sale of
Carrying amount, investment in Dolly Varden |
| $ |
| |
Equity interest transferred to held for sale |
|
| ||
Carrying amount transferred to asset held for sale |
|
|
| |
Less: FVLCD |
|
| ( | ) |
Impairment expense recognized |
| $ |
|
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 22 |
For the year ended December 31, 2022, the Company’s equity share of net loss of the Company’s associates on a 100% basis were as follows:
Year ended December 31, 2022 |
| Dolly Varden |
|
| UMS |
|
| Total |
| |||
Cost recoveries |
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |
Exploration and evaluation |
|
|
|
|
|
|
|
|
| |||
Marketing |
|
|
|
|
|
|
|
|
| |||
Share-based compensation |
|
|
|
|
|
|
|
|
| |||
Administrative and other |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Net loss of associate, 100% |
|
|
|
|
|
|
|
|
| |||
Average equity interest for the period |
|
|
|
|
|
|
|
| ||||
Company’s share of net loss of associates |
| $ |
|
| $ |
|
| $ |
| |||
The Company’s equity share of net assets of associates at December 31, 2022, is as follows:
|
| Dolly Varden |
|
| UMS |
| ||
Current assets |
| $ |
|
| $ |
| ||
Non-current assets |
|
|
|
|
|
| ||
Current liabilities |
|
| ( | ) |
|
| ( | ) |
Non-current liabilities |
|
|
|
|
| ( | ) | |
Net assets, 100% |
|
|
|
|
|
| ||
Company’s equity share of net assets of associate |
| $ |
|
| $ |
| ||
(b) Services rendered and balances with UMS
|
| Years ended December 31 |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Exploration and evaluation costs |
| $ |
|
| $ |
| ||
General and administration |
|
|
|
|
|
| ||
Total transactions for the period |
| $ |
|
| $ |
| ||
The outstanding balance owing at December 31, 2022, was $
As part of the UMS arrangement, the Company is contractually obliged to pay certain rental expenses in respect of a ten-year office lease entered into by UMS on July 1, 2021. As at December 31, 2022, the Company expects to incur approximately $
The Company issues share options to certain UMS employees, including key management personnel of the Company (note 16). The Company recognized a share-based compensation expense of $
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 23 |
Note 12: 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 September 2020, the Company completed an equity financing by raising $
The flow-through share funding and expenditures along with the corresponding impact on the flow-through share premium liability were as follows:
|
| Expenditures |
|
| Flow through premium liability |
| ||
Balance at December 31, 2020 |
| $ |
|
| $ |
| ||
Flow-through eligible expenditures |
|
| ( | ) |
|
| ( | ) |
Balance at December 31, 2021 |
| $ |
|
| $ |
| ||
Flow-through eligible expenditures |
|
| ( | ) |
|
| ( | ) |
Balance at December 31, 2022 |
| $ |
|
| $ |
| ||
Note 13: Provision for site reclamation and closure |
The Company recognizes a provision for site reclamation and closure, which reflects the present value of the estimated amount of cash flows required to satisfy the asset retirement obligation in respect of the Committee Bay and Quebec properties. The components of this obligation are the removal of equipment currently being used at the site as well as costs associated with the reclamation of the camp housing and work sites on the property. The estimate of future asset retirement obligations is subject to change based on amendments to applicable laws, management’s intentions, and mining lease renewals.
The key assumptions used to calculate the present value of the future estimated cash flows of the Company’s projects are as follows:
| · | Undiscounted cash flow obligation for site reclamation of $ |
|
|
|
| · | Expected timing of future cash flows which is between the years 2026 and 2041; |
|
|
|
| · | Annual inflation rate of |
|
|
|
| · | Risk-free interest rate of |
The present value of the liability for the site reclamation and closure provision for the Company’s projects was as follows:
|
| Quebec |
|
| Nunavut |
|
| Total |
| |||
Balance at December 31, 2020 |
| $ |
|
| $ |
|
| $ |
| |||
Accretion |
|
|
|
|
|
|
|
|
| |||
Change in estimate |
|
|
|
|
| ( | ) |
|
| ( | ) | |
Balance at December 31, 2021 |
| $ |
|
| $ |
|
| $ |
| |||
Accretion |
|
|
|
|
|
|
|
|
| |||
Change in estimate |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Balance at December 31, 2022 |
| $ |
|
| $ |
|
| $ |
| |||
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 24 |
Note 14: Exploration and evaluation costs |
For the years ended December 31, 2022 and 2021, the Company’s exploration and evaluation costs were as follows:
|
| Quebec |
|
| Nunavut |
|
| British Columbia |
|
| Total |
| ||||
Assaying |
| $ |
|
|
|
|
| $ |
|
| $ |
| ||||
Exploration drilling |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Camp cost, equipment and field supplies |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Geological consulting services |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Geophysical analysis |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Permitting, environmental and community costs |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Expediting and mobilization |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Salaries and wages |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Fuel and consumables |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Aircraft and travel |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total for year ended December 31, 2022 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Quebec |
|
| Nunavut |
|
| British Columbia |
|
| Total |
| ||||
Assaying |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Exploration drilling |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Camp cost, equipment and field supplies |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Geological consulting services |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Geophysical analysis |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Permitting, environmental and community costs |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Expediting and mobilization |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Salaries and wages |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Fuel and consumables |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Aircraft and travel |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total for year ended December 31, 2021 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Note 15: Share capital |
(a) Authorized
Unlimited common shares without par value.
Unlimited preferred shares – nil issued and outstanding.
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 25 |
(b) Share issuances
During the year ended December 31, 2022:
| i. | The Company closed the “April 2022 Offering”, a non-brokered private equity placement, for gross proceeds of $ |
|
|
|
|
| Share issue costs related to the April 2022 Offering totaled $ |
|
| Number of common shares |
|
| Impact on share capital |
| ||
Common shares issued at $0.80 per share |
|
|
|
| $ |
| ||
Cash share issue costs |
|
| - |
|
|
| ( | ) |
Proceeds net of share issue costs |
|
|
|
| $ |
| ||
During the year ended December 31, 2021:
| ii. | The Company closed the “October 2021 Offering", a non-brokered private equity placement, for gross proceeds of $ |
|
|
|
| Share issue costs related to the October 2021 Offering totaled $ | |
|
| Number of common shares |
|
| Impact on share capital |
| ||
Common shares issued at $0.75 per share |
|
|
|
| $ |
| ||
Cash share issue costs |
|
| - |
|
|
| ( | ) |
Proceeds net of share issue costs |
|
|
|
| $ |
| ||
| iii. | |
|
|
|
| iv. | |
|
|
|
| v. |
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 26 |
Note 16: 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 years ended December 31, 2022, and 2021, the Company recognized share-based compensation expense as follows:
|
| Years ended December 31 |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Recognized in net loss (earnings) and included in: |
|
|
|
|
|
| ||
Exploration and evaluation costs |
| $ |
|
| $ |
| ||
Fees, salaries and other employee benefits |
|
|
|
|
|
| ||
Total share-based compensation expense |
| $ |
|
| $ |
| ||
During the year ended December 31, 2022, the Company granted
The fair value of the share-based options granted during the years ended December 31, 2022 and 2021 was estimated using the Black-Scholes option valuation model with the following weighted average assumptions:
|
| Years ended December 31 |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Risk-free interest rate |
|
|
|
| ||||
Expected dividend yield |
| Nil |
|
| Nil |
| ||
Share price volatility |
|
|
|
| ||||
Expected forfeiture rate |
|
|
|
| 0% | |||
Expected life in years |
|
|
|
|
|
| ||
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.
(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.
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 27 |
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 |
|
|
|
| $ |
| ||
Granted |
|
|
|
|
|
| ||
Exercised |
|
| ( | ) |
|
|
| |
Expired |
|
| ( | ) |
|
|
| |
Forfeited |
|
| ( | ) |
|
|
| |
Outstanding, December 31, 2021 |
|
|
|
| $ |
| ||
Granted |
|
|
|
|
|
| ||
Expired |
|
| ( | ) |
|
|
| |
Forfeited |
|
| ( | ) |
|
|
| |
Outstanding, December 31, 2022 |
|
|
|
| $ |
| ||
As at December 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 – $1.00 | ||||||
$1.00 – $1.95 | ||||||
$2.05 – $3.26 | ||||||
| ||||||
(c) Share purchase warrants
The number of share purchase warrants outstanding at December 31, 2022 was as follows:
|
| Warrants outstanding |
|
| Exercise price ($/share) |
| ||
Outstanding at December 31, 2020 |
|
|
|
| $ |
| ||
Issued (note 15b) |
|
|
|
|
|
| ||
Exercised |
|
| ( | ) |
|
|
| |
Expired |
|
| ( | ) |
|
|
| |
Outstanding at December 31, 2021 |
|
|
|
| $ |
| ||
Expired |
|
| ( | ) |
|
|
| |
Outstanding at December 31, 2022 |
|
|
|
| $ |
| ||
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 28 |
The following table reflects the warrants issued and outstanding as of December 31, 2022:
Expiry date |
| Warrants outstanding |
|
| Exercise price ($/share) |
| ||
October 6, 2024 |
|
|
|
|
|
| ||
October 12, 2024 |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
Note 17: Key management personnel |
Key management personnel include Fury Gold’s board of directors and certain executive officers of the Company, including the CEO and Chief Financial Officer (“CFO”).
On April 1, 2022, the Company entered into a shared services agreement with UMS, in which the Company holds a 25% interest (note 1). Under the shared services agreement, the Company’s CFO, Senior Vice President, Exploration, and CGO terminated their direct employment status with the Company, became employed by UMS and then entered into secondment employment arrangements between the Company and UMS.
The remuneration of the Company’s key management personnel was as follows:
|
| Years ended December 31 |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Short-term benefits provided to executives (a) |
| $ |
|
| $ |
| ||
Directors’ fees paid to non-executive directors |
|
|
|
|
|
| ||
Share-based payments |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
(a) Short-term employee benefits include salaries, bonuses payable within twelve months of the date of the consolidated statements of financial position, and other annual employee benefits.
Note 18: Supplemental cash flow information |
The impact of changes in non-cash working capital was as follows:
|
| Years ended December 31 |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Accounts receivable |
| $ | ( | ) |
| $ |
| |
Prepaid expenses and deposits |
|
| ( | ) |
|
|
| |
Accounts payable and accrued liabilities |
|
| ( | ) |
|
| ( | ) |
Changes in non-cash working capital |
| $ | ( | ) |
| $ |
| |
Operating activities include the following cash received:
|
| Years ended December 31 |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Income taxes refunded (note 5d) |
| $ |
|
| $ |
| ||
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 29 |
Note 19: (Earnings) loss per share |
For the years ended December 31, 2022 and 2021, the weighted average number of shares outstanding and (earnings) loss per share were as follows:
|
| Years ended December 31 |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Net loss (earnings) |
| $ | ( | ) |
| $ |
| |
Weighted average basic number of shares outstanding |
|
|
|
|
|
| ||
Basic loss (earnings) per share |
| $ | ( | ) |
| $ |
| |
Weighted average diluted number of shares outstanding |
|
|
|
|
|
| ||
Diluted loss (earnings) per share |
| $ | ( | ) |
| $ |
| |
Note 20: Financial instruments |
The Company’s financial instruments as at December 31, 2022, consisted of cash, marketable securities, 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 December 31, 2022 |
|
| At December 31, 2021 |
| ||||||||||||||||||
|
| Amortized Cost |
|
| FVTPL |
|
| Total |
|
| Amortized Cost |
|
| FVTPL |
|
| Total |
| ||||||
Cash |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Accounts receivable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total financial assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
|
|
|
| $ |
| ||||||
Accounts payable and accrued liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total financial liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
(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 year.
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 30 |
The Company’s financial instruments measured at fair value on a recurring basis were as follows:
At December 31 |
| 2022 |
|
| 2021 |
| ||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 1 |
|
| Level 2(a) |
| ||||
Marketable securities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| (a) | Marketable securities included in level 2 include warrants that were valued using an option pricing model which utilizes a combination of quoted prices and market-derived inputs, including volatility estimates. |
During the year ended December 31, 2022, there were no financial assets or financial liabilities measured and recognized on the consolidated statements of financial position at fair value that would be categorized as level 3 in the fair value hierarchy.
(c) Financial instruments and related risks
The Company’s financial instruments are exposed to liquidity risk, credit risk and market risks, which include currency risk, interest rate risk and price risk. As at December 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 December 31, 2022, the Company had unrestricted cash of $
The Company’s contractual obligations are as follows:
|
| Within 1 year |
|
| 2 to 3 years |
|
| Over 3 years |
|
| At December 31 2022 |
| ||||
Accounts payable and accrued liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Undiscounted lease payments |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
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 $
Credit risk
The Company’s cash and accounts receivables are exposed to credit risk, which is the risk that the counterparties to the Company’s financial instruments will cause a loss to the Company by failing to pay their obligations. The amount of credit risk to which the Company is exposed is considered insignificant as the Company’s cash is held with highly rated financial institutions in interest-bearing accounts and the accounts receivable primarily consist of sales tax receivables and a receivable from a reputable supplier of services in Canada.
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 31 |
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 the relevant 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: |
|
| Years ended December 31 |
| |||||
|
| 2022 |
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| 2021 |
| ||
Financial assets |
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|
|
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|
| ||
US$ bank accounts |
| $ |
|
| $ |
| ||
Financial liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
| ( | ) |
|
| ( | ) |
|
| $ | ( | ) |
| $ |
| |
| 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 7) which are measured at fair value, being the closing share price of each equity security at the date of the 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 loss for the year. A 10% increase or decrease in the Company’s marketable securities’ share prices would not have a material impact on the Company’s net loss. |
Note 21: Management of capital |
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue exploration of resource properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may issue new shares or debt, acquire or dispose of assets, or adjust the amount of cash and investments.
In order to maximize ongoing exploration efforts, the Company does not pay out dividends, does not have any long-term debt, and is not subject to any externally imposed capital requirements. The capital of the Company was determined as follows:
|
| Years ended December 31 |
| |||||
|
| 2022 |
|
| 2021 |
| ||
Equity |
| $ |
|
| $ |
| ||
Less: cash |
|
| ( | ) |
|
| ( | ) |
|
| $ |
|
| $ |
| ||
The Company expects its capital resources to support its current forecasted project expenditures at the Eau Claire project and other corporate activities. 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 Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 32 |
Note 22: Income taxes |
Income tax recovery provision
The reconciliation of the income tax recovery computed at statutory rates to the reported income tax recovery is:
|
| Years ended December 31 |
| |||||
|
| 2022 |
|
| 2021 |
| ||
(Earnings) Loss before income taxes |
| $ | ( | ) |
| $ |
| |
Canadian federal and provincial income tax rates |
|
|
|
| ||||
Expected income tax expense (recovery) |
|
|
|
|
| ( | ) | |
Increase (decrease) in income tax recovery resulting from: |
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|
|
|
|
|
|
|
Share-based compensation |
|
|
|
|
|
| ||
Share issuance costs |
|
| ( | ) |
|
| ( | ) |
Adjustment to tax estimates |
|
|
|
|
|
| ||
Amortization of flow-through share premium |
|
| ( | ) |
|
| ( | ) |
Flow-through expenditures renunciation |
|
|
|
|
|
| ||
Difference in future and foreign tax rates |
|
|
|
|
| ( | ) | |
Sale of Homestake Resource Corporation |
|
| ( | ) |
|
|
| |
Other |
|
|
|
|
| ( | ) | |
Increase in unrecognized tax asset |
|
| ( | ) |
|
|
| |
Income tax expense (recovery) |
| $ |
|
| $ |
| ||
Significant components of deferred tax asset and liabilities are:
|
| December 31 2021 |
|
| Net loss |
|
| December 31 2022 |
| |||
Deferred income tax assets |
|
|
|
|
|
|
|
|
| |||
Non-capital losses carried forward |
| $ |
|
| $ | ( | ) |
| $ |
| ||
Capital losses carried forward |
|
|
|
|
| ( | ) |
|
|
| ||
Share issuance costs and CEC |
|
|
|
|
| ( | ) |
|
|
| ||
Investments |
|
|
|
|
|
|
|
|
| |||
Investments in associates |
|
|
|
|
| 633 |
|
|
| 633 |
| |
Site reclamation obligations |
|
|
|
|
|
|
|
|
| |||
Property and equipment |
|
|
|
|
|
|
|
|
| |||
Mineral property interests |
|
|
|
|
| ( | ) |
|
|
| ||
Capital lease obligation |
|
|
|
|
| ( | ) |
|
|
| ||
Other |
|
|
|
|
| ( | ) |
|
| - |
| |
|
|
|
|
|
| ( | ) |
|
|
| ||
Deferred income tax liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Mineral property interests |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Investments |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Net deferred tax assets |
|
|
|
|
| ( | ) |
|
|
| ||
Unrecognized deferred tax assets |
|
| (26,736 | ) |
|
|
|
|
| ( | ) | |
Net deferred tax balance |
| $ | - |
|
| $ | - |
|
| $ | - |
|
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 33 |
|
| December 31 2020 |
|
| Net loss |
|
| December 31 2021 |
| |||
Deferred income tax assets |
|
|
|
| ||||||||
Non-capital losses carried forward |
| $ |
|
| $ |
|
| $ |
| |||
Capital losses carried forward |
|
|
|
|
|
|
|
|
| |||
Share issuance costs and CEC |
|
|
|
|
| ( | ) |
|
|
| ||
Investments |
|
|
|
|
| ( | ) |
|
|
| ||
Site reclamation obligations |
|
|
|
|
| ( | ) |
|
|
| ||
Property and equipment |
|
|
|
|
|
|
|
|
| |||
Mineral property interests |
|
|
|
|
|
|
|
|
| |||
Capital lease obligation |
|
|
|
|
|
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|
| |||
Other |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| |||
Deferred income tax liabilities |
|
|
|
|
|
| ||||||
Property and equipment |
|
| ( | ) |
|
| ( | ) |
|
| (86 | ) |
Mineral property interests |
|
| ( | ) |
|
| ( | ) |
|
| (1,606 | ) |
Investments |
|
| ( | ) |
|
|
|
|
| (42 | ) | |
Net deferred tax assets |
|
|
|
|
|
|
|
|
| |||
Unrecognized deferred tax assets |
|
| ( | ) |
|
| ( | ) |
|
| (26,736 | ) |
Net deferred tax balance |
| $ | - |
|
| $ | - |
|
| $ | - |
|
The Company has accumulated non-capital losses of approximately $
The Company has $
Note 23: Subsequent events |
| (a) | On December 12, 2022, the Company entered into an Option Agreement (“the Agreement”), pursuant to which Ophir Gold Corp. (the “Optionee”) would |
|
|
|
| (b) | On January 17, 2023, the company issued |
|
|
|
| (c) | On March 23, 2023, the Company announced the closing of the previously announced bought deal private placement financing. At the close of the financing, the Company issued 6,076,500 common shares of the Company that qualify as ‘flow-through shares’ as defined under subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Québec) “FT Shares”) at a price of C$ |
Fury Gold Mines Limited Notes to the 2022 Consolidated Financial Statements (Expressed in thousands of Canadian dollars, except where noted) | 34 |
EXHIBIT 99.3
(An exploration company)
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2022
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 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 consolidated financial statements of the Company and related notes thereto for the year ended December 31, 2022. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations issued by the IFRS Interpretations Committee (“IFRIC”). 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 March 24, 2023.
| SECTION 1: FORWARD-LOOKING STATEMENTS AND RISK FACTORS |
| 2 |
|
| SECTION 2: BUSINESS OVERVIEW |
| 4 |
|
| SECTION 3: 2022 HIGHLIGHTS AND SUBSEQUENT EVENTS |
| 5 |
|
| SECTION 4: PROJECTS OVERVIEW |
| 8 |
|
| SECTION 5: REVIEW OF ANNUAL FINANCIAL INFORMATION |
| 12 |
|
| SECTION 6: REVIEW OF QUARTERLY FINANCIAL INFORMATION |
| 13 |
|
| SECTION 7: FINANCIAL POSITION, LIQUIDITY, AND CAPITAL RESOURCES |
| 14 |
|
| SECTION 8: FINANCIAL RISK SUMMARY |
| 17 |
|
| SECTION 9: RELATED PARTY TRANSACTIONS AND BALANCES |
| 17 |
|
| SECTION 10: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS |
| 18 |
|
| SECTION 11: APPLICATION OF NEW AND REVISED ACCOUNTING STANDARDS |
| 20 |
|
| SECTION 12: CONTROLS AND PROCEDURES |
| 22 |
|
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 1 |
| Section 1: Forward-looking statements and risk factors |
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; estimates of the Company’s mineral resources; the realization of mineral resource estimates; any objectives, expectations, intentions, plans, results, levels of activity, goals or achievements; the possibility of future production, capital expenditures; realization and liabilities related to unused tax benefits or flow through obligations; 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 and may change. Many assumptions are subject to risks and uncertainties, and so may prove to be incorrect, including 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 exploration; that financial markets will not in the long term be materially adversely impacted by the COVID-19 pandemic, 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 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.
The foregoing 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, 2022, subsequent disclosure filings with the Canadian Securities Administrators, the Company’s registration statement on Form 40-F for the year ended December 31, 2022, 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.
The Company does not undertake to update any forward-looking statements, except to the extent required by applicable securities laws.
Readers are cautioned not to place heavy reliance on forward looking statements.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 2 |
Cautionary Note to United States Investors concerning Estimates of Measured, Indicated, and Inferred Resource Estimates:
This MD&A uses the terms “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. Mining disclosure under U.S. securities law was previously required to comply with SEC Industry Guide 7 (“SEC Industry Guide 7”) under the United States Securities Exchange Act of 1934, as amended. The SEC has adopted rules to replace SEC Industry Guide 7 with new mining disclosure rules under sub-part 1300 of Regulation S-K of the U.S. Securities Act (“Regulation S-K 1300”) which became mandatory for U.S. reporting companies beginning with the first fiscal year commencing on or after January 1, 2021. Under Regulation S-K 1300, the SEC now recognizes estimates of “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources”. In addition, the SEC has amended its definitions of “Proven Mineral Reserves” and “Probable Mineral Reserves” to be substantially similar to international standards. Readers are cautioned that despite efforts to harmonize U.S. mining disclosure rules with NI 43-101 and other international requirements, there are differences between the terms and definitions used in Regulation S-K 1300 and mining terms defined by CIM and used in NI 43 101, and there is no assurance that any mineral reserves or mineral resources that an owner or operator may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the owner or operator prepared the reserve or resource estimates under the standards of Regulation S-K 1300.
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 Regulation S-K 1300 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 Regulation S-K 1300 which as noted above may materially differ from the requirements of NI 43-101 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 Regulation S-K 1300. 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. The Company has no mineral reserves which require that the estimated resources be demonstrated to be economic in at least a pre-feasibility study. 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. Although in Canada, “inferred mineral resources” are subject to an expectation that there must be a reasonable probability of upgrading a majority of an inferred resource into a measured or indicated category, inferred 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.
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 2022 Annual Information Form for a more detailed description of certain of the mining terms used in this MD&A.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 3 |
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
While the Company continues to monitor developments with regards to COVID-19 and permitted activities, there were no impacts to the Company’s operations in 2022 arising from COVID-19.
| Section 2: Business overview |
Fury Gold is a Canadian-focused gold exploration company strategically positioned in two prolific mining regions: the Eeyou Istchee 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 December 31, 2022, the Company had two principal projects: Eau Claire in Quebec and Committee Bay in Nunavut, and also held a 50.022% interest in the Eleonore South Joint Venture (“ESJV”), with the remaining 49.978% held by Newmont Corporation (“Newmont”).
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 Corporation (“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 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 the 76,504,590 Dolly Varden Shares on February 25, 2022, representing approximately 35.33% of the Dolly Varden Shares outstanding and 32.88% of Dolly Varden on a fully diluted basis as of that date.
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.
On October 13, 2022, the Company announced that it had completed a non-brokered sale agreement to sell 17,000,000 common shares of Dolly Varden at $0.40 per share, representing approximately 7.4% of the outstanding common shares (note 11). The net proceeds received by the Company upon close of the transaction was $6,775. As of December 31, 2022, the Company held a 23.5% interest in Dolly Varden.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 4 |
2.2 Acquisition of 25% equity interest in Universal Mineral Services Ltd (“UMS”)
On April 1, 2022, the Company purchased a 25% share interest in UMS, a private shared-services provider for nominal consideration. The remaining 75% of UMS is owned equally by three other junior resource issuers, namely Tier One Silver Inc., Coppernico Metals Inc., and Torq Resources Inc who share a head office location in Vancouver, BC. Previously, UMS had been privately owned by a director in common, Mr. Ivan Bebek, then subsequently from January 1, 2022, by Mr. Steve Cook, also a director in common, until March 31, 2022.
UMS is the private company through which its shareholders, including Fury Gold, share geological, financial, and transactional advisory services as well as administrative services on a full, cost recovery basis. This 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 180 days notice. Many of the Company’s key personnel are now, or will be, directly employed by UMS and seconded to the Company and other members of the group.
2.3 Increase in ownership interest of ESJV and amended joint venture arrangement
On September 12, 2022, the Company and its joint operation partner Newmont, through their respective subsidiaries, completed the acquisition of the remaining approximately 23.77% participating interest of Azimut Exploration Inc. in the ESJV, on a pro-rata basis. As a result of the transaction, the 100% ESJV participating interests are now held 50.022% by the Company and 49.978% by Newmont with Fury Gold remaining operator under an amended and restated joint operating agreement.
| Section 3: 2022 highlights and subsequent events |
3.1 Operational highlights
In 2022, the Company successfully executed a 17,700 metre (“m”) drilling program at the Eau Claire project and Percival prospect, an orientation biogeochemical sampling survey at the ESJV and an extensive ground program at Lac Clarkie. The key exploration discoveries were as follows:
Eau Claire exploration
| · | On January 23, 2023, the Company announced results for the final three 2022 core drill holes, intersecting multiple zones of high-grade gold at the Hinge Target including 22.77 gram per tonne (“g/t”) over 1.5m. In total, the eleven holes drilled into the Hinge Target had a hit rate of nearly 55% above the Eau Claire underground measured and indicated resource grade of 6.3 g/t gold and over 80% above the underground cut-off grade of 2.5 g/t gold. Overall, the 2022 drill program successfully expanded the high-grade gold mineralized footprint at the Hinge Target, Gap Zone, and the eastern expansion target areas. |
|
|
|
| · | On November 21, 2022, the Company announced results for three core drill holes that targeted the Gap Zone between the 450 Zone, which hosts the bulk of the Eau Claire defined resource, and the Hinge Target. Drill hole 22EC-058 intercepted three zones of gold mineralization across 42.5m drilled width including 1.0m of 45.00 g/t gold and 1.0m of 5.55 g/t gold. The intercepts from 22EC-058 extend gold mineralization by approximately 150m to the west and 315m downdip of the defined resource, further expanding the mineralized footprint of the deposit. |
|
|
|
| · | On October 24, 2022, the Company released results for six core drill holes at the Eau Claire deposit. Drill holes 22EC-049 and 22EC-055 currently represent the western most drill holes and have extended gold mineralization a further 125m from the multiple high-grade zones of gold mineralization from drill hole 22EC-048 within the Hinge Target. Drill hole 22EC-055 intercepted eight zones of mineralization across a drilled width of 290m, including 4.0m of 5.75 g/t gold, 1.0m of 9.81 g/t gold and 3.0m of 1.93 g/t gold and drill hole 22EC-049 intercepted six zones of gold mineralization across 350m drilled width including 1.0m of 21.40 g/t gold and 4.50m of 1.09 g/t gold. |
|
|
|
| · | On August 3, 2022, the Company announced results for seven core drill holes. Drill holes 22EC-046, 22EC-047 and 22EC-048 targeted a 150 to 200m extension of the intercept of 3.0m of 9.36 g/t gold from drill hole 21EC-041. All three drill holes intercepted multiple zones of gold mineralization, with hole 22EC-048 exhibiting four zones of high grade and broad widths of more moderate grade, including 3.50m of 4.79 g/t gold, 1.00m of 14.19 g/t gold, 3.50m of 5.86 g/t gold, 1.00m of 20.6 g/t gold and 17.50m of 1.29 g/t gold. |
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 5 |
Percival prospect
| · | On December 21, 2022, the Company announced results for eight core drill holes at the Percival Main and Percival East prospects, located 14 kilometres (“km”) east of the Eau Claire deposit, confirming that the high-grade core of the Percival mineralization plunges steeply to the west and remains open in all directions. Highlights included an 85m step out from historical high-grade mineralization which intercepted 13.5m of 8.05 g/t gold, (including 3.00m of 25.8 g/t gold) in drill hole 22KP-008 and a 150m step out which intercepted 7.5m of 4.38 g/t gold, (including 3m of 8.7 g/t gold, and 3m of 5.5 g/t gold) in drill hole 22KP-005. |
|
|
|
| · | On May 16, 2022, the Company announced the completion of a 29km Induced Polarization (IP) ground geophysical survey at the high-grade Percival prospect within the Eau Claire project The mineralization at Percival has a clear resistivity signature and the survey has identified a number of similar resistivity anomalies that coincide with biogeochemistry gold and trace element anomalies over a 6.5km strike length. |
Regional exploration
| · | On February 13, 2023, the Company provided an update on targeting at the wholly owned Lac Clarkie project immediately to the east of the Eau Claire project. The Company has defined eight gold targets through the completion of a B-horizon soil sampling program. Six of the targets lie along the Cannard Deformation Zone which hosts numerous gold occurrences along its >100km mapped extent including Fury’s Eau Claire Deposit and Percival Property. |
3.2 Corporate highlights
| · | On March 23, 2023, the Company announced the closing of the previously announced bought deal private placement financing. At the close of the financing, the Company issued 6,076,500 common shares of the Company that qualify as ‘flow-through shares’ as defined under subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Québec) “FT Shares”) at a price of C$1.44 per FT Share to be sold on a charitable flow-through basis, representing total gross proceeds to the Company of C$8,750,160. The proceeds of the financing will be used to advance the Company’s 2023 exploration programs in Quebec. |
|
|
|
| · | On February 22, 2023, the Company announced that its Board of Directors had appointed Brian Christie as an Independent Director, effective immediately. Mr. Christie most recently served as Vice President, Investor Relations at Agnico Eagle Mines Limited, prior to which Mr. Christie worked for over 17 years as a precious and base metals mining analyst. 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). On January 11, 2023, the Company also announced the appointment of Mr. Jeffrey Mason as Board Chair, having previously served as the Company’s Lead Independent Director. |
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 6 |
| · | On October 13, 2022, the Company announced the completion of the sale of 17 million common shares in Dolly Varden at C$0.40 per share to a well-known institutional investor for gross proceeds of $6,800 (section 2.1). |
|
|
|
| · | On August 8, 2022, the Company announced that it had entered into an arrangement with Newmont to increase their joint venture interests in the ESJV project to 100%, having concurrently agreed, through their respective subsidiaries, to buy-out the approximately 23.77% participating interest of Azimut (section 2.3). The Company now holds a 50.022% interest in the ESJV and continues as the operator under an amended and restated joint operating agreement. |
|
|
|
| · | On May 24, 2022, the Company announced that the Company’s Board Chair, Ivan Bebek, was retiring from the Board, effective June 29, 2022 and would be appointed asa strategic advisor to the Board. |
|
|
|
| · | 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 the sale of 13.75 million common shares of the Company at a price of $0.80 per share for gross proceeds of $11,000. |
|
|
|
| · | 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 CGO. The Company also announced that Salisha Ilyas, Vice President of Investor Relations, had resigned to pursue other opportunities. |
|
|
|
| · | On February, 25, 2022, the Company announced the completion of the Dolly Varden Transaction (section 2.1). |
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 7 |
| Section 4: Projects overview |
4.1 Indigenous community relations and environmental
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 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. |
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.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 8 |
During the year ended December 31, 2022, the Company continued to work through its 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 an overall score of BB with a range of CC to A broken down into a corporate score of BB with a range of B to A and a project score of BB with a range of CC to A for both the Eau Claire and Committee Bay projects. These results are considered strong for an exploration company and the Company is continually evaluating and implementing initiatives to improve future scores.
4.2 Quebec
Fury Gold holds 100% interests in the Eau Claire project as well as interests in seven other properties covering approximately 93,000 hectares within the Eeyou Istchee James Bay region of Quebec. This includes a 50.022% 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. The Radisson project is under option to Ophir Gold Corp. (“Ophir”) whereby Ophir can earn a 100% interest in the project, subject to certain option payments being met.
4.2.1 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 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 a two-year diamond core drill program at the Eau Claire project, targeted to be approximately 50,000m. The drill program consisted of i) an expansion phase focused on the current resource (“Expansion Program”); ii) an exploration phase designed to test targets along the 4.5km long deposit trend (“Exploration Program”) and iii) an exploration phase of drilling designed to test targets at the Percival prospect 14km east of the Eau Claire Deposit. The Company completed the initial drilling program in October 2022 at 52,700m.
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 gold (using a 2.5 g/t gold cut-off grade). To date, Fury Gold has drilled twenty-one holes targeting the southeast margin of the Eau Claire Resource with intercepts including 23.27 g/t gold over 7.09m, 11.56 g/t gold over 6.04m, 59.3 g/t gold over 0.96m and 4.89 g/t gold over 2.94m.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 9 |
The exploration drilling program along the Eau Claire deposit trend continues to demonstrate the potential to significantly expand the Eau Claire deposit to the west. The focus during 2022 was on the Western Hinge, and Gap Zone as well as along the north limb of the anticline. All exploration targets within the Deposit Trend have the potential to significantly expand the Eau Claire mineralized footprint. To date the footprint of gold mineralization has been increased by over 455m or 25% at the Hinge Target alone and remains open to further expansion to the West. To date eleven holes have been completed at the Hinge Target with a hit rate of nearly 55% above the Eau Claire underground measured and indicated resource grade of 6.3 g/t gold and over 80% above the underground cut-off grade of 2.5 g/t gold. The multiple stacked zones of gold mineralization encountered at the Hinge Target clearly demonstrate that the Eau Claire gold resource remains open to the west and has the potential to be expanded significantly.
The Percival prospect, located 14km east of the Eau Claire deposit, is currently represented by a 500m by 100m mineralized footprint hosted within folded sulphidized and silicified breccias in an interbedded volcanic and sedimentary sequence. The Company has significantly advanced the targeting at Percival through the completion of an Induced Polarization ground geophysical survey as well as a biogeochemical survey covering 6.5km of the Percival trend. Based on the advancement in targeting at Percival the Company commenced an initial drilling program in the second quarter of 2022. Three holes targeted a parallel hinge 500m to the east of Percival proper for a total of 2,052m where broad zones of low grade gold mineralization were intercepted. Five holes tested extensions of the historical gold mineralization at Percival proper for a total of 2,667m. The results from the 2022 diamond drilling program confirm that the high-grade core of the Percival mineralization plunges steeply to the west and remains open in all directions. Highlights included an 85m step out from historical high-grade mineralization which intercepted 13.5m of 8.05 g/t gold, (including 3.00m of 25.8 g/t gold) in drill hole 22KP-008 and a 150m step out which intercepted 7.5m of 4.38 g/t gold, (including 3m of 8.7 g/t gold, and 3m of 5.5 g/t gold) in drill hole 22KP-005.
At the adjacent Lac Clarkie property, the Company has defined eight gold targets, six of which lie along the Cannard Deformation Zone which hosts numerous gold occurrences along its >100km mapped extent including Fury’s Eau Claire Deposit and Percival Prospect. Results of up to 85 parts per billion (“ppb”) gold and 590ppb silver were returned from the 2,529 samples collected. A total of 62 samples returned values above 50ppb gold, background values in gold as defined by the 50th percentile are 1ppb gold. Ninety-two samples returned results above 100ppb silver, background value of silver from the survey as defined by the 50th percentile of 20ppb silver. The Company plans to follow up on these anomalies to advance them to the drill ready stage in 2023.
The Company expects to incur approximately $260 in mineral claims renewal fees in order to keep the properties in good standing in 2023. Payments of $66 were made during the year ended December 31, 2022, in respect of these mineral claims.
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).
4.2.2 ESJV
Fury Gold owns a 50.022% interest in the ESJV project and is the operator of the joint venture. The remaining 49.978% interest is held by Goldcorp Canada Ltd., a wholly owned subsidiary of Newmont (section 2.3).
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 focused on the extension of the Cheechoo deposit mineralization within the portion of the Cheechoo Tonalite on the Joint Venture ground. Approximately 27,000m of drilling in 172 drill holes, covering only a small proportion of the property at the Moni and JT prospects has been completed. Notable drill intercepts include 53.25m of 4.22 g/t gold (Au); 6.0m of 49.50 g/t Au including 1.0m of 294 g/t Au and 23.8m of 3.08 g/t Au including 1.5m of 27.80 g/t Au.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 10 |
In December 2020, Fury Gold announced the recognition 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.
During the third quarter of 2022 an orientation biogeochemical sampling survey was completed over a buried fold hinge target interpreted to be hosted within the same sedimentary rock package as Newmont's Éléonore mine. A total of 641 biogeochemical samples were collected. In addition to the biogeochemical orientation survey the Company completed a rock sampling program within the nine discrete gold in soil anomalies identified from the 2021 field work. The nine discrete gold in till anomalies are centered on an east-west structural corridor that separates intrusives to the south and sediments to the north. The importance of this new structural framework is that the newly defined gold in till anomalies are located along deep-rooted structures clearly visible in the geophysical data. Based on the elemental associations observed of gold with arsenic, bismuth and tungsten, in both the historical and infill sampling the most likely style of mineralization to be encountered in the nine targets will be the Cheechoo style observed at the JT and Moni zones. The Company and its joint venture partner are currently assessing a potential 2023 program on these targets.
4.3 Nunavut
Committee Bay and Gibson MacQuoid
The Committee Bay project comprises approximately 280,000 hectares situated along the Committee Bay Greenstone Belt located 180km 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 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 120km 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.
The Company did not undertake a 2022 exploration program in Nunavut to focus available resources in Quebec.
The Company expects to incur approximately $230 in annual mineral claims expenditures in 2023, in order to keep the property in good standing. Payments totalling $149 were made during the year ended December 31, 2022 in respect of these mineral claims.
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).
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 11 |
| Section 5: Review of annual financial information |
| Years ended December 31 |
| |||||||||||
|
|
| 2022 |
|
| 2021 |
|
| 2020 |
| |||
| Net (earnings) loss |
|
| (24,908 | ) |
|
| 16,790 |
|
|
| 14,253 |
|
| Total comprehensive (income) loss |
|
| (24,905 | ) |
|
| 16,790 |
|
|
| 14,230 |
|
| Basic and diluted (earnings) loss per share |
| $ | (0.18 | ) |
| $ | 0.14 |
|
| $ | 0.18 |
|
| Total assets |
|
| 200,599 |
|
|
| 167,018 |
|
|
| 182,050 |
|
| Total non-current financial liabilities |
|
| 227 |
|
|
| 357 |
|
|
| 193 |
|
Year ended December 31, 2022, as compared to the year ended December 31, 2021
During the year ended December 31, 2022, the Company reported a total net earnings of $24,908 and earnings per share of $0.18 compared to a total net loss of $16,790 and loss per share of $0.14 for the year ended December 31, 2021. The primary driver of change from a net loss in the prior year to net earnings was the 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. Additionally, other significant changes were as follows:
Operating expenses
| · | Exploration and evaluation costs decreased to $9,217 for the year ended December 31, 2022, compared to $15,355 for the year ended December 31, 2021. The decrease resulted from the 2022 drilling campaign commencing in April and comprising a 17,700m drill program, with the first three months of 2022 primarily focused on geophysical surveying; in comparison, the 2021 drilling campaign in Quebec completed 35,000m of drilling with additional drills engaged, and the Company completed a 3,500m summer drilling program at Committee Bay; |
|
|
|
| · | Fees, salaries, and other employment benefits decreased to $3,199 for the year ended December 31, 2022, as compared to $3,694 for the year ended December 31, 2021, primarily due to reduced headcount and lower share-based compensation expense, offset in part by higher bonus; |
|
|
|
| · | Legal and professional fees decreased to $804 for the year ended December 31, 2022, as compared to $1,983 for the year ended December 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; |
|
|
|
| · | Marketing and investor relations decreased to $809 for the year ended December 31, 2022, as compared to $1,093 for the year ended December 31, 2021. The decrease in costs was due to a reduction in marketing campaigns undertaken in 2022 as compared to 2021 which saw significant marketing activity in the first quarter of 2021; and |
|
|
|
| · | Office and administration costs decreased to $398 for the year ended December 31, 2022 compared to $606 for the year ended December 31, 2021, driven by the closure of the Toronto administration office in 2021. |
Other income, net
| · | An impairment expense of $5,506 arising from the sale of the 17 million common shares of Dolly Varden; |
|
|
|
| · | Net loss from associates of $5,880 primarily comprising the Company’s share of net losses of Dolly Varden; and |
|
|
|
| · | Lower amortization of flow-through share premium, reflecting the completion of the flow through expenditure requirements during 2022. |
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 12 |
Exploration tax credits refunded
| · | The Company received $187 in refundable exploration tax credits during the year ended December 31, 2022 as compared to $3,835 in the comparative year. |
| Section 6: Review of quarterly financial information |
| Three months ended: |
| Interest income |
|
| Net Loss (earnings) |
|
| Comprehensive (income) loss |
|
| Loss (earnings) per share ($/share) |
| ||||
| December 31, 2022 |
| $ | 112 |
|
| $ | 2,871 |
|
| $ | 2,872 |
|
| $ | 0.03 |
|
| September 30, 2022 |
|
| 67 |
|
|
| 12,280 |
|
|
| 12,282 |
|
|
| 0.09 |
|
| June 30, 2022 |
|
| 45 |
|
|
| 5,577 |
|
|
| 5,577 |
|
|
| 0.04 |
|
| March 31, 2022 |
|
| 4 |
|
|
| (45,636 | ) |
|
| (45,636 | ) |
|
| (0.36 | ) |
| 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 |
|
6.1 Three months ended December 31, 2022 compared to three months ended December 31, 2021
During the three months ended December 31, 2022, the Company reported net loss of $2,871 and loss per share of $0.03 compared to a net loss of $298 and loss per share of $0.00 for the three months ended December 31, 2021. The significant drivers of the change in total net loss were as follows:
Operating expenses
| · | Exploration and evaluation costs decreased to $1,346 for the three months ended December 31, 2022 compared to $1,408 for the three months ended December 31, 2021. The lower exploration expense in the fourth quarter of 2022 was a result of the drill program being completed in mid-October and a lower number of assay results being outstanding in the fourth quarter as compared to the fourth quarter of 2021 when assay were outstanding for both of the Quebec and Nunavut programs. This decrease was offset in part by certain bonuses paid to technical employees; and |
|
|
|
| · | Fees, salaries, and other employment benefits increased to $897 for the three months ended December 31, 2022 compared to $694 for the three months ended December 31, 2021. The increase in costs was due to bonuses for non-technical employees. |
Other expenses and income
| · | Net loss from associates of $662 primarily comprising the Company’s share of net losses of Dolly Varden; and |
|
|
|
| · | Lower amortization of flow-through share premium of $234 for the three months ended December 31, 2022 as compared to $407 for the year ended December 31, 2021, reflecting the completion of the flow through expenditure requirements in October 2022 and the lower exploration activity during the year ended December 31, 2022. |
Exploration tax credits refunded
| · | The Company received $2,118 in refundable exploration tax credits during the three months ended December 31, 2021, compared to nil received during the year ended December 31, 2022. |
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 13 |
| Section 7: Financial position, liquidity, and capital resources |
| As at and for the year ended: |
| December 31 2022 |
|
| December 31 2021 |
| ||
| Cash |
| $ | 10,309 |
|
| $ | 3,259 |
|
| Restricted cash |
|
| 144 |
|
|
| 130 |
|
| Marketable securities |
|
| 582 |
|
|
| 605 |
|
| Other assets |
|
| 1,944 |
|
|
| 2,331 |
|
| Mineral property interests |
|
| 145,190 |
|
|
| 160,693 |
|
| Investments in associates |
|
| 42,430 |
|
|
| - |
|
| Current liabilities |
|
| 1,308 |
|
|
| 5,116 |
|
| Non-current liabilities |
|
| 4,498 |
|
|
| 4,547 |
|
| Working capital surplus (deficit)(1) |
|
| 10,554 |
|
|
| (428 | ) |
| Accumulated deficit |
|
| 131,841 |
|
|
| 156,749 |
|
| Cash used in operating activities |
|
| (14,012 | ) |
|
| (17,273 | ) |
| Cash provided by (used in) investing activities |
|
| 10,435 |
|
|
| (186 | ) |
| Cash provided by financing activities |
|
| 10,629 |
|
|
| 5,357 |
|
(1) defined as total current assets less total current liabilities
7.1 Cash flows
During the year ended December 31, 2022, the Company used cash of $14,012 in operating activities compared to $17,273 in 2021. The cash outflow for was lower primarily due to the lower exploration activity and the higher income tax cash refunds in 2021.
During the year ended December 31, 2022, the Company generated cash from investing activities of $10,435, primarily representing the cash proceeds, net of transaction costs, arising from the sale of the Dolly Varden shares in October 2022 and the net cash proceeds of $4,479 from the Dolly Varden Transaction in February 2022, offset in part by the acquisition cost of the additional ESJV interest. During the year ended December 31, 2021, the Company used cash in investing activities of $186 which was primarily settlement of certain transaction costs arising from the acquisition of Eastmain Resources Inc., offset in part by proceeds received from the exercise of certain marketable securities.
For the year ended December 31, 2022, cash provided by financing activities of $10,629 primarily represented the net proceeds received in respect of the April 2022 financing. For the year ended December 31, 2021, cash provided by financing activities of $5,357 was comprised of proceeds received in respect of the October 2021 financing.
7.2 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 December 31, 2022, shown in contractual undiscounted cashflows:
|
|
| Within 1 year |
|
| 2 to 3 years |
|
| Over 3 years |
|
| At December 31 2022 |
| ||||
| Accounts payable and accrued liabilities |
| $ | 1,148 |
|
| $ | - |
|
| $ | - |
|
| $ | 1,148 |
|
| Undiscounted lease payments |
|
| 215 |
|
|
| 253 |
|
|
| - |
|
|
| 468 |
|
| Total |
| $ | 1,363 |
|
| $ | 253 |
|
| $ | - |
|
| $ | 1,616 |
|
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 14 |
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 $490 of payments arising on mineral claims and leases will be payable during the year ended December 31, 2023.
As well, the Company is committed to certain office rental expense in respect of shared head office premises as noted in section 9.
7.3 Summary of mineral property interests
|
|
| 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 | ) |
| Acquisition of additional ownership interest in ESJV |
|
| 1,281 |
|
|
| - |
|
|
| - |
|
|
| 1,281 |
|
| Option payment received |
|
| (310 | ) |
|
| - |
|
|
| - |
|
|
| (310 | ) |
| Change in estimate of provision for site reclamation and closure |
|
| (409 | ) |
|
| 395 |
|
|
| - |
|
|
| (14 | ) |
| Balance at December 31, 2022 |
| $ | 125,656 |
|
| $ | 19,534 |
|
| $ | - |
|
| $ | 145,190 |
|
In October 2022, the Company received an option cash payment of $310 from Benz Mining in respect of the option agreement for the Eastmain Mine and Ruby Hill properties (year ended December 31, 2021 - $260, comprising of $150 cash and 174,658 shares with a fair value of $110 upon date of receipt);
On December 12, 2022, the Company entered into an Option Agreement (“the Ophir Agreement”), pursuant to which Ophir Gold Corp. (the Optionee”) would acquire a 100% interest in the Radis Property through payment of certain cash and common shares over a three-year period, payments of which may be accelerated by the Optionee. The Company shall retain a 2% NSR on the property, three-quarters of which may be purchased by the Optionor for $1,500. The Agreement was subject to certain closing conditions, which were met on January 19, 2023.
7.4 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 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.
On March 23, 2023, the Company announced the closing of the previously announced bought deal private placement financing. At the close of the financing, the Company issued 6,076,500 FT shares of the Company for total gross proceeds to the Company of $8,750. The proceeds of the financing will be used to advance the Company’s 2023 exploration programs in Quebec.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 15 |
April 2022 financing
On April 14, 2022, the Company completed a non-brokered private placement with two investors 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 gross 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. Share issue costs totaled $136.
October 2021 financing
The Company completed a non-brokered private placement on October 13, 2021 (“October 2021 Financing”) 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 Financing totaled $211, which included $68 in commissions and $143 in other issuance costs.
The proceeds of the October 2021 financing were used to fund exploration at Eau Claire and general working capital.
Exercise of share options and warrants
During the year ended December 31, 2022, there were no exercises of share options and warrants.
As at December 31, 2022, the share options and warrants outstanding were as follows:
|
| Share options outstanding | Share options exercisable | |||||
| Exercise price ($/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 – $1.00 | 4,848,330 | 0.97 | 3.90 | 3,031,143 | 0.95 | 3.78 | |
| $1.00 – $1.95 | 1,277,639 | 1.72 | 1.80 | 1,262,015 | 1.72 | 1.77 | |
| $2.05 – $3.26 | 2,754,355 | 2.16 | 2.65 | 2,754,355 | 2.16 | 2.65 | |
|
| 8,880,324 | 1.44 | 3.21 | 7,047,513 | 1.56 | 2.98 | |
| Expiry date |
| Warrants outstanding |
|
| Exercise price ($/share) |
| ||
| October 6, 2024 |
|
| 5,085,670 |
|
|
| 1.20 |
|
| October 12, 2024 |
|
| 2,375,780 |
|
|
| 1.20 |
|
| Total |
|
| 7,461,450 |
|
|
| 1.20 |
|
As at March 24, 2023, there were 11,733,213 and 7,461,450 of share options and warrants outstanding, respectively, with a weighted average exercise price of $1.29 and $1.20, respectively.
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 December 31, 2022:139,470,950
Number of common shares issued and outstanding as at March 24, 2023: 145,547,450
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 16 |
| Section 8: Financial risk summary |
As at December 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. 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 Company’s financial instruments are exposed to certain financial risks, primarily liquidity risk, credit risk and market risk, including price risk. Details of the primary financial risks that the Company is exposed to are available in the notes to the Company’s consolidated financial statements for the year ended December 31, 2022.
| Section 9: Related party transactions and balances |
9.1 UMS:
Under the shared services arrangements with UMS as described in section 2.2, all transactions have occurred in the normal course of operations, and the shared costs are considered by management to be priced at equal to or better than would be the fair market rates for the shared services. All amounts owing to or from UMS are unsecured, non-interest bearing, and have no specific terms of settlement, unless otherwise noted.
|
|
| Years ended December 31 |
| |||||
|
|
| 2022 |
|
| 2021 |
| ||
| Exploration and evaluation costs |
| $ | 590 |
|
| $ | 215 |
|
| General and administration |
|
| 841 |
|
|
| 384 |
|
| Total transactions for the period |
| $ | 1,431 |
|
| $ | 599 |
|
The outstanding balance owing at December 31, 2022, was $240 (December 31, 2021 – $142) which is included in accounts payable.
The Company is contractually obligated to provide for a certain share, estimated annually, of the operating expenses of UMS, specifically in respect of a ten-year office lease which was entered into on July 1, 2021. As at December 31, 2022, the Company expects to incur approximately $520 in respect of its share of future rental expense.
The Company issues share options to certain UMS employees, including key management personnel of the Company. The Company recognized a share-based compensation expense of $483 for the year ended December 31, 2022 in respect of share options issued to UMS employees (December 31, 2021 - $453)
9.2 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.
On April 1, 2022, the Company entered into a shared services agreement with UMS, in which the Company acquired a 25% interest, and three other mineral exploration companies, two of which were spun off from the Company in 2020. Under the shared services agreement, the Company’s CFO, Senior Vice President, Exploration, and CGO terminated their direct employment status with the Company, became employed by UMS and then entered into secondment employment arrangements between the Company and UMS.
The remuneration of the Company’s key management personnel was as follows:
|
|
| Years ended December 31 |
| |||||
|
|
| 2022 |
|
| 2021 |
| ||
| Short-term benefits provided to executives (a) |
| $ | 1,719 |
|
| $ | 982 |
|
| Directors’ fees paid to non-executive directors |
|
| 203 |
|
|
| 204 |
|
| Share-based payments |
|
| 1,059 |
|
|
| 1,206 |
|
| Total |
| $ | 2,981 |
|
| $ | 2,392 |
|
(a) Short-term employee benefits include salaries, bonuses payable within twelve months of the date of the consolidated statement of financial position, and other annual employee benefits.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 17 |
| Section 10: 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.
Critical accounting judgments exercised in applying accounting policies, apart from those involving estimates, which have the most significant effect on the amounts recognized in these consolidated financial statements are as follows:
Critical accounting judgments exercised in applying accounting policies, apart from those involving estimates, which have the most significant effect on the amounts recognized in these consolidated financial statements are as follows:
(a) Functional currency
The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions that determined the primary economic environment.
(b) Economic recoverability and probability of future economic benefits of mineral property interests
Management has determined that the acquisition of mineral properties and related costs incurred, which have been recognized on the consolidated statements of financial position, are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit including geological data, scoping studies, accessible facilities, and existing and future permits.
(c) Indications of impairment of assets
Assessments of impairment indicators are performed at the Cash Generating Unit (“CGU”) level and judgment is involved in assessing whether there is any indication that an asset or a CGU may be impaired. The assessment of the impairment indicators involves the application of a number of significant judgments and estimates to certain variables, including metal price trends, exploration plans for properties, and the results of exploration and evaluation to date.
(d) Income taxes
The provision for income taxes and composition of income tax assets and liabilities requires management’s judgment. The application of income tax legislation also requires judgment in order to interpret legislation and to apply those findings to the Company’s transactions.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 18 |
Credit on duties refundable for loss and refundable tax credits for resource investment
The Company is entitled to a refundable credit on duties of 12% for eligible losses under the Quebec Mining Duties Act and a refundable resource investment tax credit of 38.75% under the Quebec Income Tax Act. These credits are applicable to qualified exploration expenditures on properties located within the province of Quebec. Application for these credits is subject to verification and, as such, they are recognized only when they are received or when a notice of assessment confirming the amount to be paid is issued. During the year ended December 31, 2022, the Company received a refund of $187 consisting of $166 principal and $21 interest, which was classified as income tax recovery on the consolidated statements of loss and comprehensive loss.
(e) Asset held for sale
The Company applies judgment to determine whether an asset or disposal group is available for immediate sale in its present condition and that its sale is highly probable and therefore should be classified as held for sale at the balance sheet date. Conditions that support a highly probable sale include the following: an appropriate level of management is committed to a plan to sell the asset or disposal group, an active program to locate a buyer and complete the plan has been initiated, the asset or disposal group has been actively marketed for sale at a price that is reasonable in relation to its current fair value, and the sale of the asset or disposal group is expected to qualify for recognition as a completed sale within one year from the date of classification as held for sale. Non-current assets and disposal groups are classified as held for sale from the date these criteria are met and are measured at the lower of the carrying amount and fair value less costs of disposal (“FVLCD”). If the FVLCD is lower than the carrying amount, an impairment loss is recognized in the consolidated statements of (earnings) loss.
(f) Determination of control of subsidiaries and joint arrangements
Judgement is required to determine when the Company has control of subsidiaries or joint control of joint arrangements. This requires an assessment of the relevant activities of the investee, being those activities that significantly affect the ’investee’s returns (including operating and capital expenditure decision-making, financing of the investee, and the appointment, remuneration, and termination of key management personnel) and when the decisions in relation to those activities are under the control of the Company or require unanimous consent from the investors.
(g) Investments in associates
The Company conducts a portion of its business through equity interests in associates. 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.
The Company accounts for its investments in associates 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.
(h) Financial instruments
Financial instruments are assessed upon initial recognition to determine whether they meet the definition of a financial asset, financial liability, or equity instrument depending on the substance of the contractual arrangement. Judgement is required in making this determination as the substance of a transaction may differ from its legal form. Once a determination is made, IFRS requires that financial instruments be measured at fair value on initial recognition. For financial instruments that do not have quoted market prices or observable inputs, judgements are made in determining what are appropriate inputs and assumptions to use in calculating the fair value.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 19 |
Key sources of estimation uncertainty that have significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:
(i) Reclamation obligations
Management assesses its reclamation obligations annually and when circumstances suggest that a material change to the obligations have occurred. Significant estimates and assumptions are made in determining the provision for site reclamation and closure because there are numerous factors that will affect the ultimate liability that becomes payable. These factors include estimates of the extent, the timing, and the cost of reclamation activities, regulatory change, cost increases, and changes in discount rates. Those uncertainties may result in actual expenditures differing from the amounts currently provided. The provision at the reporting date represents management’s best estimate of the present value of the future reclamation costs required. Changes to estimated future costs are recognized in the consolidated statements of financial position by adjusting the reclamation asset and liability.
(j) Share-based compensation
The Company determines the fair value of share options granted using the Black‐Scholes option pricing model. This option pricing model requires the development of market-based subjective inputs, including the risk-free interest rate, expected price volatility, and expected life of the option. Changes in these inputs and the underlying assumption used to develop them can materially affect the fair value estimate.
(k) Deferred tax assets and liabilities
Management judgment and estimates are required in assessing whether deferred tax assets and deferred tax liabilities are recognized in the consolidated statements of financial position. Judgments are made as to whether future taxable profits will be available in order to recognize deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. These depend on estimates of future production and sales volumes, commodity prices, reserves, operating costs, and other capital management transactions. These judgments and assumptions are subject to risk and uncertainty, and changes in circumstances may alter expectations which may impact the amount of deferred tax assets and deferred tax liabilities recognized on the consolidated statements of financial position and the benefit of other tax losses and temporary differences not yet recognized.
| Section 11: Application of new and revised accounting standards |
The Company has adopted the following amended accounting standards and policies effective January 1, 2022: There was no impact to the Company’s financial statements for the year ended December 31, 2022 upon application.
Annual Improvements to IFRSs 2018-2020 Cycle
Annual Improvements to IFRS Standards 2018–2020 makes amendments to the following standards:
IFRS 1 - First-time Adoption of International Financial Reporting Standards: The amendment permits a subsidiary that applies paragraph D16(a) of IFRS 1 to measure cumulative translation differences using the amounts reported by its parent, based on the parent’s date of transition to IFRSs.
IFRS 9 - Financial Instruments: Fees in the ‘10 per cent’ test for derecognition of financial liabilities. The amendment clarifies which fees an entity includes when it applies’ the ‘10 per cent’ test in paragraph B3.3.6 of IFRS 9 in assessing whether to derecognise a financial liability. An entity includes only fees paid or received between the entity (the borrower) and the lender, including fees paid or received by either the entity or the lender on the other’s behalf.
IFRS 16 - Leases: The amendment to Illustrative Example 13 accompanying IFRS 16 removes from the example the illustration of the reimbursement of leasehold improvements by the lessor in order to resolve any potential confusion regarding the treatment of lease incentives that might arise because of how lease incentives are illustrated in that example.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 20 |
IAS 41 – Agriculture: The amendment removes the requirement in paragraph 22 of IAS 41 for entities to exclude taxation cash flows when measuring the fair value of a biological asset using a present value technique. This will ensure consistency with the requirements in IFRS 13.
Amendments to IAS 16 – Property, Plant and Equipment—Proceeds before Intended Use
The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced before that asset is available for use, i.e., proceeds while bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Consequently, an entity recognises such sales proceeds and related costs in profit or loss. The entity measures the cost of those items in accordance with IAS 2 – Inventories.
The amendments also clarify the meaning of “testing whether an asset is functioning properly”. IAS 16 now specifies this as assessing whether the technical and physical performance of the asset is such that it is capable of being used in the production or supply of goods or services, for rental to others, or for administrative purposes.
If not presented separately in the statement of comprehensive income or loss, the financial statements shall disclose the amounts of proceeds and cost included in profit or loss that relate to items produced that are not an output of the entity’s ordinary activities, and which line items in the statement of comprehensive income or loss include such proceeds and cost.
The amendments are applied retrospectively, but only to items of property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after the beginning of the earliest period presented in the financial statements in which the entity first applies the amendments.
The entity shall recognise the cumulative effect of initially applying the amendments as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at the beginning of that earliest period presented.
New and amended standards not yet effective:
Amendments to IAS 1 – Classification of Liabilities as Current or Non-current
The amendments to IAS 1 affect only the presentation of liabilities as current or non-current in the consolidated statements of financial position and not the amount or timing of recognition of any asset, liability, income, or expenses, or the information disclosed about those items.
The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of “settlement” to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets, or services.
The amendments are applied retrospectively for annual periods beginning on or after January 1, 2024, with early application permitted.
Amendments to IAS 1 – Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements – Disclosure of Accounting Policies
The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term ‘significant accounting policies’ with ‘material accounting policy information’. Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements.
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 21 |
The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material.
The Board has also developed guidance and examples to explain and demonstrate the application of the ‘four-step materiality process’ described in IFRS Practice Statement 2.
The amendments to IAS 1 are effective for annual periods beginning on or after January 1, 2023, with earlier application permitted and are applied prospectively. The amendments to IFRS Practice Statement 2 do not contain an effective date or transition requirements.
Amendments to IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors – Definition of Accounting Estimates
The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. The definition of a change in accounting estimates was deleted. However, the concept of changes in accounting estimates in the Standard was retained with the following clarifications:
| · | A change in accounting estimate that results from new information or new developments is not the correction of an error; and |
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|
|
| · | The effects of a change in an input or a measurement technique used to develop an accounting estimate are changes in accounting estimates if they do not result from the correction of prior period errors. |
The amendments are effective for annual periods beginning on or after January 1, 2023 to changes in accounting policies and changes in accounting estimates that occur on or after the beginning of that period, with earlier application permitted.
| Section 12: 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, 2022, 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, 2022.
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; |
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|
|
| · | 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 |
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|
|
| · | 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. |
| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 22 |
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, 2022, 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, 2022, the Company's ICFR was effective.
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” |
|
|
| Director & CEO |
|
|
| March 24, 2023 |
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| Fury Gold Mines Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2022 (Amounts expressed in thousands of Canadian dollars, unless otherwise noted) | 23 |
EXHIBIT 99.4
CERTIFICATION OF
THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Forrester A. Clark, Chief Executive Officer of Fury Gold Mines Limited certify that:
| (1) | I have reviewed this Annual Report on Form 40-F of Fury Gold Mines Limited for the year ended December 31, 2022. |
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| (2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
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| (3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report. |
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| (4) | The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: |
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| (a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| (b) | designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles; |
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| (c) | evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting. |
| (5) | The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): |
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| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and |
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| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. |
Date: March 24, 2023
| By: | /s/ “Forrester A. Clark” |
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| Name: | Forrester A. Clark |
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| Title: | Chief Executive Officer |
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| (Principal Executive Officer) |
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EXHIBIT 99.5
CERTIFICATION OF
THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Lynsey Sherry, Chief Financial Officer of Fury Gold Mines Limited, certify that:
| (1) | I have reviewed this Annual Report on Form 40-F of Fury Gold Mines Limited for the year ended December 31, 2022. |
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| (2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
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| (3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report. |
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| (4) | The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: |
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| (a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| (b) | designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles; |
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| (c) | evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting. |
| (5) | The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): |
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| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and |
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| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. |
Date: March 24, 2023
| By: | /s/ “Lynsey Sherry” |
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| Name: | Lynsey Sherry |
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| Title: | Chief Financial Officer |
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| (Principal Financial Officer) |
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EXHIBIT 99.6
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Forrester A. Clark, Chief Executive Officer of Fury Gold Mines Limited (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
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| (i) | the Annual Report on Form 40-F of the Company for the fiscal year ended December 31, 2022 (the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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| (ii) | the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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| By: | /s/ “Forrester A. Clark” | ||
| Name: | Forrester A. Clark | ||
| Title: | Chief Executive Officer | ||
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| (Principal Executive Officer) | |
| Date: | March 24, 2023 |
EXHIBIT 99.7
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Lynsey Sherry, Chief Financial Officer of Fury Gold Mines Limited (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
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| (i) | the Annual Report on Form 40-F of the Company for the fiscal year ended December 31, 2022 (the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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| (ii) | the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| By: | /s/ “Lynsey Sherry” | ||
| Name: | Lynsey Sherry | ||
| Title: | Chief Financial Officer | ||
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| (Principal Financial Officer) | |
| Date: | March 24, 2023 |
EXHIBIT 99.8
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Amendment No. 1 to Registration Statement 333- 255676 on Form F-10, and to the use of our report dated March 24, 2023, relating to the financial statements of Fury Gold Mines Limited appearing in this Annual Report on Form 40-F for the year ended December 31, 2022.
/s/ Deloitte LLP
Chartered Professional Accountants
Vancouver, Canada
March 24, 2023
EXHIBIT 99.9
CONSENT OF EXPERT
| To: | United States Securities and Exchange Commission |
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| Re: | Fury of Gold Mines Limited (the “Company”) |
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| Annual Report on Form 40-F |
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| Consent of Expert |
This consent is provided in connection with the Company’s annual report on Form 40-F for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the “SEC”) and any amendments thereto (the “Annual Report”). The Annual Report incorporates by reference, among other things, the Company’s Annual Information Form for the year ended December 31, 2022 (the “AIF”), and the Company’s Management Discussion and Analysis for the year ended December 31, 2022 (the “MD&A”). The Annual Report is incorporated by reference into the Company’s registration statement on Form F-10 registration statement, as amended (SEC No. 333-255676) (the “Registration Statement”).
The undersigned hereby consents to references to the undersigned’s name and involvement in connection with the following technical report (the “Technical Report”) referred to in the Annual Report and the documents incorporated by reference therein:
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| · | technical report entitled “Technical Report on the Committee Bay Project, Nunavut Territory, Canada” dated October 23, 2017, and with an effective date of May 31, 2017, prepared by David Ross, M.Sc., P.Geo. as principal geologist for Roscoe Postle Associates Inc. (now SLR Consulting (Canada) Ltd.). |
and to references to the Technical Reports, or portions thereof, in the Annual Report, the AIF, the MD&A and the Registration Statement and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report, the AIF, the MD&A and the Registration Statement.
Dated the 24th day of March, 2023
SLR Consulting (Canada) Ltd.
/s/ “Luke Evans”
Luke Evans, P.Eng.
EXHIBIT 99.10
CONSENT OF EXPERT
| To: | United States Securities and Exchange Commission |
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| Re: | Fury of Gold Mines Limited (the “Company”) |
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| Annual Report on Form 40-F |
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| Consent of Expert |
This consent is provided in connection with the Company’s annual report on Form 40-F for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the “SEC”) and any amendments thereto (the “Annual Report”). The Annual Report incorporates by reference, among other things, the Company’s Annual Information Form for the year ended December 31, 2022 (the “AIF”), and the Company’s Management Discussion and Analysis for the year ended December 31, 2022 (the “MD&A”). The Annual Report is incorporated by reference into the Company’s registration statement on Form F-10 registration statement, as amended (SEC No. 333-255676) (the “Registration Statement”).
The undersigned hereby consents to references to the undersigned’s name and involvement in connection with the AIF and the MD&A, each of which are incorporated into the Annual Report and the Registration Statement, and to the inclusion and incorporation by reference of the technical disclosure reviewed by the undersigned in the Annual Report, the AIF, the MD&A and the Registration Statement.
Dated the 24 day of March, 2023
/s/ “Bryan Atkinson”
Bryan Atkinson, P.Geol.
EXHIBIT 99.11
CONSENT OF EXPERT
| To: | United States Securities and Exchange Commission |
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| Re: | Fury of Gold Mines Limited (the “Company”) |
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| Annual Report on Form 40-F |
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| Consent of Expert |
This consent is provided in connection with the Company’s annual report on Form 40-F for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the “SEC”) and any amendments thereto (the “Annual Report”). The Annual Report incorporates by reference, among other things, the Company’s Annual Information Form for the year ended December 31, 2022 (the “AIF”), and the Company’s Management Discussion and Analysis for the year ended December 31, 2022 (the “MD&A”). The Annual Report is incorporated by reference into the Company’s registration statement on Form F-10 registration statement, as amended (SEC No. 333-255676) (the “Registration Statement”).
The undersigned hereby consents to references to the undersigned’s name and involvement in connection with the AIF and the MD&A, each of which are incorporated into the Annual Report and the Registration Statement, and to the inclusion and incorporation by reference of the technical disclosure reviewed by the undersigned in the Annual Report, the AIF, the MD&A and the Registration Statement.
Dated the 24 day of March, 2023
/s/ “David Frappier-Rivard”
David Frappier-Rivard, P.Geo.
EXHIBIT 99.12
CONSENT OF EXPERT
| To: | United States Securities and Exchange Commission |
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| Re: | Fury of Gold Mines Limited (the “Company”) |
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| Annual Report on Form 40-F |
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| Consent of Expert |
This consent is provided in connection with the Company’s annual report on Form 40-F for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the “SEC”) and any amendments thereto (the “Annual Report”). The Annual Report incorporates by reference, among other things, the Company’s Annual Information Form for the year ended December 31, 2022 (the “AIF”), and the Company’s Management Discussion and Analysis for the year ended December 31, 2022 (the “MD&A”). The Annual Report is incorporated by reference into the Company’s registration statement on Form F-10 registration statement, as amended (SEC No. 333-255676) (the “Registration Statement”).
The undersigned hereby consents to references to the undersigned’s name and involvement in connection with the following technical report (the “Technical Report”) referred to in the Annual Report and the documents incorporated by reference therein:
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| · | Technical Report, Updated Mineral Resource Estimate and Preliminary Economic Assessment on the Eau Claire Gold Deposit, Clearwater Property, Quebec, Canada, with an effective date of February 4, 2018 and a report date of July 3, 2018. |
and to references to the Technical Reports, or portions thereof, in the Annual Report, the AIF, the MD&A and the Registration Statement and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report, the AIF, the MD&A and the Registration Statement.
Dated the 24th day of March, 2023
/s/ “Allan Armitage”
Allan Armitage, Ph.D., P.Geo
SGS Canada Inc.
EXHIBIT 99.13
CONSENT OF EXPERT
| To: | United States Securities and Exchange Commission |
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| Re: | Fury of Gold Mines Limited (the “Company”) |
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| Annual Report on Form 40-F |
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| Consent of Expert |
This consent is provided in connection with the Company’s annual report on Form 40-F for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the “SEC”) and any amendments thereto (the “Annual Report”). The Annual Report incorporates by reference, among other things, the Company’s Annual Information Form for the year ended December 31, 2022 (the “AIF”), and the Company’s Management Discussion and Analysis for the year ended December 31, 2022 (the “MD&A”). The Annual Report is incorporated by reference into the Company’s registration statement on Form F-10 registration statement, as amended (SEC No. 333-255676) (the “Registration Statement”).
The undersigned hereby consents to references to the undersigned’s name and involvement in connection with the following technical report (the “Technical Report”) referred to in the Annual Report and the documents incorporated by reference therein:
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| · | Technical Report, Updated Mineral Resource Estimate and Preliminary Economic Assessment on the Eau Claire Gold Deposit, Clearwater Property, Quebec, Canada, with an effective date of February 4, 2018 and a report date of July 3, 2018. |
and to references to the Technical Reports, or portions thereof, in the Annual Report, the AIF, the MD&A and the Registration Statement and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report, the AIF, the MD&A and the Registration Statement.
Dated the 24th day of March, 2023
/s/ “Eugene Puritch”
Eugene Puritch, FEC, CET, P.Eng.
EXHIBIT 99.14
CONSENT OF EXPERT
| To: | United States Securities and Exchange Commission |
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| Re: | Fury of Gold Mines Limited (the “Company”) |
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| Annual Report on Form 40-F |
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| Consent of Expert |
This consent is provided in connection with the Company’s annual report on Form 40-F for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the “SEC”) and any amendments thereto (the “Annual Report”). The Annual Report incorporates by reference, among other things, the Company’s Annual Information Form for the year ended December 31, 2022 (the “AIF”), and the Company’s Management Discussion and Analysis for the year ended December 31, 2022 (the “MD&A”). The Annual Report is incorporated by reference into the Company’s registration statement on Form F-10 registration statement, as amended (SEC No. 333-255676) (the “Registration Statement”).
The undersigned hereby consents to references to the undersigned’s name and involvement in connection with the following technical report (the “Technical Report”) referred to in the Annual Report and the documents incorporated by reference therein:
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| · | Technical Report, Updated Mineral Resource Estimate and Preliminary Economic Assessment on the Eau Claire Gold Deposit, Clearwater Property, Quebec, Canada, with an effective date of February 4, 2018 and a report date of July 3, 2018. |
and to references to the Technical Reports, or portions thereof, in the Annual Report, the AIF, the MD&A and the Registration Statement and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report, the AIF, the MD&A and the Registration Statement.
Dated the 24th day of March, 2023
/s/ “Andrew Bradfield”
Andrew Bradfield P.Eng.
EXHIBIT 99.15
CONSENT OF EXPERT
| To: | United States Securities and Exchange Commission |
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| Re: | Fury of Gold Mines Limited (the “Company”) |
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| Annual Report on Form 40-F |
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| Consent of Expert |
This consent is provided in connection with the Company’s annual report on Form 40-F for the year ended December 31, 2022 to be filed by the Company with the United States Securities and Exchange Commission (the “SEC”) and any amendments thereto (the “Annual Report”). The Annual Report incorporates by reference, among other things, the Company’s Annual Information Form for the year ended December 31, 2022 (the “AIF”), and the Company’s Management Discussion and Analysis for the year ended December 31, 2022 (the “MD&A”). The Annual Report is incorporated by reference into the Company’s registration statement on Form F-10 registration statement, as amended (SEC No. 333-255676) (the “Registration Statement”).
The undersigned hereby consents to references to the undersigned’s name and involvement in connection with the following technical report (the “Technical Report”) referred to in the Annual Report and the documents incorporated by reference therein:
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| · | Technical Report, Updated Mineral Resource Estimate and Preliminary Economic Assessment on the Eau Claire Gold Deposit, Clearwater Property, Quebec, Canada, with an effective date of February 4, 2018 and a report date of July 3, 2018. |
and to references to the Technical Reports, or portions thereof, in the Annual Report, the AIF, the MD&A and the Registration Statement and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report, the AIF, the MD&A and the Registration Statement.
Dated the 24th day of March, 2023
/s/ “Antoine Yassa”
Antoine Yassa P.Geo