Fury Gold Mines Ltd 6-K, filed Oct 20, 2020
Fury Gold Mines Ltd (FURY)
6-K
2020-10-20
For: 2020-10-20
View Original
Added on
April 10, 2026
About this 6-K
Fury Gold Mines Ltd filed this 6-K on October 20, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF
1934
For the month of October 2020
Commission File No.
001-38145
Fury Gold Mines
Limited
(Translation of registrant's name into English)
(Translation of registrant's name into English)
Suite 600, 1199 West Hastings
Street
Vancouver, British Columbia, V6E 3T5 Canada
(Address of principal executive office)
Vancouver, British Columbia, V6E 3T5 Canada
(Address of principal executive office)
Indicate by check mark
whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F
Form
20-F [ ] Form
40-F [X]
Indicate by check mark
if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1) [ ]
Indicate by check mark
if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7) [ ]
SUBMITTED
HEREWITH
Exhibits
Material Change
Report
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
|
Fury Gold Mines
Limited
|
|
|
|
|
|
|
|
|
Date: October 20,
2020
|
By:
|
/s/ Elizabeth
Senez
|
|
|
|
|
Elizabeth
Senez
|
|
|
|
|
Interim
Chief Financial Officer
|
|
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
1.
NAME
AND ADDRESS OF COMPANY
Fury
Gold Mines Limited (“Fury
Gold” or the “Company”)
(formerly Auryn
Resources Inc.)
1199
West Hastings Street, Suite 600
Vancouver, British
Columbia, Canada, V6E 3T5
2.
DATE
OF MATERIAL CHANGE
October
9, 2020
3.
NEWS
RELEASE
On
October 9, 2020, a news release of Fury Gold with respect to the
material change described below was disseminated by Fury
Gold through Business Wire
and was filed on SEDAR under Fury Gold’s corporate profile at
www.sedar.com.
4.
SUMMARY
OF MATERIAL CHANGES
On
October 9, 2020, Fury Gold completed the spin-out of its Peruvian
assets to Fury Gold shareholders and the acquisition by Fury Gold
of all of the issued and outstanding common shares of Eastmain
Resources Inc. (“Eastmain”).
5.
FULL
DESCRIPTION OF MATERIAL CHANGES
5.1
Full
Description of Material Change:
On
October 9, 2020 (the “Closing”), Fury Gold, pursuant to
an arrangement agreement dated July 29, 2020 and amended by
addendum dated October 8, 2020, among Sombrero Resources Inc. and
Tier One Metals Inc. (together, the “SpinCos” and each, a
“SpinCo”) and
Fury Gold (under its former name, Auryn Resources Inc.
(“Auryn”)) and
Eastmain (the “Arrangement
Agreement”), completed, among other things, the
acquisition of Eastmain (the “Transaction”). The Transaction
resulted in the creation of one stock exchange listed issuer, Fury
Gold, and two unlisted reporting issuers (the SpinCos). Fury Gold
is a Toronto headquartered Canadian-focused exploration and
development company positioned in three prolific mining regions
across the country. Full particulars of the Transaction are set out
in the information circular filed by Fury Gold (as Auryn) on SEDAR
on September 3, 2020.
Creation
of Fury Gold
The
Transaction, which included the change of name of the Company from
Auryn to Fury Gold, resulted in a Canadian-focused exploration and
development company positioned in three mining regions across the
country. In connection with the Transaction, the 112,340,434
outstanding (as of October 8, 2020) common shares of Auryn (the
“Auryn Shares”)
were reorganized and consolidated into 75,900,000 Fury Gold common
shares (“Fury Gold
Shares”), an effective consolidation ratio of
0.675626780 Fury Gold Shares for each Auryn common share
outstanding.
The
following table sets out the Fury Gold Shares issued and issuable
on conclusion of the Transaction, effective October 9,
2020.
|
Type of Security
|
Eastmain Securities When Exchanged into Fury Gold (shares and
dilutives)
|
Auryn Securities Adjusted to Fury Gold (shares and
dilutives)
|
Total Fury Gold Securities
|
|
Common
Shares
|
34,100,000
|
75,900,000
|
110,000,000
|
|
Financing
|
|
|
7,750,000
|
|
Subtotal
Shares
|
|
|
117,750,000
|
|
Incentive
Options
|
1,679,710(1)
|
2,461,184(2)
|
4,140,894
|
|
Warrants
|
1,279,592(1)
|
337,815(2)(3)
|
1,617,407
|
|
Total
issued on a fully diluted basis
|
|
|
123,508,301
|
Notes:
(1)
The
number of Fury Gold Shares issuable pursuant to the Eastmain
options and warrants outstanding on Closing was determined based on
an exchange ratio of 0.116685115 of a Fury Gold Share for each
underlying Eastmain common share.
(2)
The
number of Fury Gold Shares issuable on exercise of options and
warrants of Fury Gold outstanding on Closing was determined based
on a consolidation ratio of 0.675626780 Fury Gold Shares for each
Auryn Share previously issuable. The exercise price of the Fury
Gold options will be subject to a downwards adjust to reflect the
distribution of the SpinCos based on the post completion volume
weighted average trading price of Fury Gold.
(3)
On
exercise of these Fury Gold warrants the holder will be entitled to
receive 0.6756 Fury Gold Share, one share of Sombrero Resources and
one share of Tier One Resources, for an exercise price of $2.96 per
warrant. The proceeds of the exercise will be split as to 80% for
Fury Gold, and 10% for each SpinCo.
On
Closing of the Transaction, Shawn Wallace, Gordon Fretwell, and
Antonio Arribas stepped down from, and Blair Shultz and Michael
Hoffman were appointed to, the Board of Directors. Michael Timmins
was appointed as Chief Executive Officer and Elizabeth Senez
continues interim Chief Financial Officer of Fury Gold pending
selection of a successor to work in the Toronto area.
Concurrently with
Closing Fury Gold received approximately C$21.58 million pursuant
to its financing of 7,750,000 subscription receipts completed on
September 24, 2020, providing Fury Gold with approximately C$19.93
in available funds as of Closing as a result of cash payments to
the Spincos.
Shares
of Fury Gold commenced trading on the NYSE American on Monday,
October 12, 2020 and on the Toronto Stock Exchange on Tuesday,
October 13, 2020 (due to the Canadian Thanksgiving holiday) (ticker
symbol on both exchanges: FURY). The issue of Fury Gold Shares to
the holders of Auryn Shares was made, effective on October 15, 2020
and is expected to be made to the holders of Eastmain Shares
effective on October 21, 2020, for those shareholders holding
shares through brokerages and other intermediaries, and for
registered shareholders Fury Shares will only be issued subject to
the receipt of properly completed letters of transmittal the form
of which was mailed to each registered Auryn or Eastmain
shareholder, as applicable (and can be downloaded from the Fury
Gold website or from SEDAR).
Spin-out of Peruvian Assets into Sombrero
Resources Inc. and Tier One Metals Inc.
The
Transaction resulted in the creation the Sombrero Resources Inc.
(“Sombrero”) and
Tier One Metals Inc (“Tier
One”). An aggregate of 112,340,434 common shares of
each of Sombrero and Tier One were distributed to the shareholders
of the Company. The Company entered into a capitalization agreement
with each SpinCo. Pursuant to the capitalization agreements,
Sombrero received approximately C$8.7 million in cash, and Tier One
received approximately C$4.2 million in cash (being approximately
double the estimated amount disclosed in Fury Gold’s
Management Information Circular dated September 3, 2020, due to the
exercise of Fury Gold options prior to the completion of the
Transaction). The amount transferred to each SpinCo is subject to
final adjustment within 30 days of Closing.
In
addition to the transfer of assets against issuance of shares of
SpinCos, the capitalization agreements provide that each SpinCo
jointly and severally indemnify Fury Gold for (i) any liability or
obligation that the Company was obligated to pay in respect of the
prior ownership or operation of the assets transferred to the
SpinCos; and (ii) any liability for taxes payable by Fury Gold
arising from (A) the distribution of the assets to the SpinCos or
(b) the distribution of the shares of the SpinCo’s to the
holders of Auryn Shares.
For
further information concerning the Transaction please refer to Fury
Gold’s management information circular dated September 3,
2020 and news dated October 9, 2020 filed on SEDAR under Fury
Gold’s corporate profile at www.sedar.com.
5.2
Disclosure
for Restructuring Transactions:
Not
applicable.
6.
RELIANCE
ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102
Not
applicable.
7.
OMITTED
INFORMATION
Not
applicable.
8.
EXECUTIVE
OFFICER
Mike
Timmins
President and Chief
Executive Officer
Fury
Gold Mines Limited
(778)
729-0600
www.furygoldmines.com
9.
DATE
OF REPORT
October
19, 2020