Fury Gold Mines Ltd 6-K, filed Sep 8, 2020
Fury Gold Mines Ltd (FURY)
6-K
2020-09-08
For: 2020-09-08
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Added on
July 04, 2026
About this 6-K
Fury Gold Mines Ltd filed this 6-K on September 8, 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 September 2020
Commission File No.
001-38145
Auryn Resources
Inc.
(Translation of registrant's name into English)
(Translation of registrant's name into English)
Suite 600, 1199 West Hastings
Street
Vancouver, British Columbia, V6E 3T5 Canada
(Address of principal executive office)
Vancouver, British Columbia, V6E 3T5 Canada
(Address of principal executive office)
Indicate by check mark
whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F
Form
20-F [ ] Form
40-F [X]
Indicate by check mark
if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1) [ ]
Indicate by check mark
if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7) [ ]
SUBMITTED
HEREWITH
Exhibits
Press Release -
Auryn Launches Proxy Circular for Reorganization and Eastmain
Acquisition
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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AURYN RESOURCES INC.
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Date: September 8,
2020
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By:
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/s/ Elizabeth
Senez
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Elizabeth
Senez
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Interim
Chief Financial Officer
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Exhibit 99.1
Auryn
Launches Proxy Circular for Reorganization and Eastmain
Acquisition
Vancouver, Canada – September 8, 2020
– Auryn Resources Inc. (TSX: AUG, NYSE AMERICAN: AUG)
(“Auryn” or the “Company”) announced
today that it has filed and commenced mailing of its management
information circular, proxy form and related materials
(“Proxy Circular") for
the annual and special meeting (the “Meeting”) of Auryn securityholders
to be held on October 5, 2020. The Meeting is being convened to
approve the proposed transactions (the “Transactions”) to spin out its
Peruvian mineral projects to Auryn shareholders via two new
companies (the “SpinCos”) and then acquire 100% of
TSX-listed Eastmain Resources Inc (“Eastmain”).
The
Reorganization and Eastmain Acquisition Transactions
Auryn
entered into a definitive agreement (the “Agreement”) with Eastmain pursuant
to which Auryn will acquire all of the securities of Eastmain
immediately following a spin-out of Auryn’s Peruvian projects
to Auryn shareholders of record on the closing date, currently
scheduled for October 9, 2020 (see July 29, 2020 press
release). Prior to completion of the Transactions, the
Company will complete a C$22.5 to C$23 million equity financing
(the “Financing”) (see August 31, 2020 press
release). The purpose of the Transactions is to combine
Auryn’s Canadian assets and operations with Eastmain to
create Fury Gold Mines Limited (“Fury Gold”), a well-financed,
Canadian-focused gold exploration and development company. Pursuant
to the terms of the Agreement, the Transactions will be implemented
by way of two statutory plans of arrangement, one involving Auryn
under the Business Corporations
Act (British Columbia) (the “Reorganization Arrangement”) and
one involving Eastmain under the Business Corporations Act (Ontario),
which will result in the acquisition of Eastmain (the
“Eastmain
Acquisition”). A plan of arrangement is a Canadian
court-supervised restructuring and business combination process.
Interim Court Orders were issued by the British Columbia Supreme
Court and the Ontario Superior Court on September 1 and 3, 2020
respectively authorizing the securityholders meetings for each of
Auryn and Eastmain.
Securityholder
Approvals Sought
At the
Meeting, in addition to routine annual matters, Auryn shareholders
will be asked to consider resolutions to approve the Reorganization
Arrangement, the Eastmain Acquisition and the Financing. Each of
these resolutions must be passed in order for Auryn to complete the
Transactions. In order to be passed, the resolution on the
Reorganization Arrangement must be approved by a special majority
consisting of two thirds of the votes cast by Auryn shareholders at
the Meeting, the resolution on the Eastmain Acquisition must be
approved by a simple majority of the votes cast by Auryn
shareholders at the Meeting, and the resolution on the Financing
must be approved by a simple majority of the disinterested
shareholders of Auryn cast at the Meeting (in this case, excluding
the votes of shareholders who participate in the Financing). In
addition, the Reorganization Arrangement is subject to a separate
vote of all Auryn securityholders (being holders of common shares,
warrants and options of Auryn) which, in order to be passed, must
be approved by a special majority of two thirds of the votes cast
by the Auryn securityholders at the Meeting voting as a single
class.
Benefits
to Auryn Securityholders of the Transactions
●
Acquiring
“Eau Claire”, a high-grade gold near-term development
project: Fury Gold will have a diversified development platform
comprised of three Canadian gold projects, with the Eau Claire
project being a leading near-term development project. Fury Gold
will be well-financed as a stand-alone company, which will serve to
unlock value that may otherwise go unrecognized within the multiple
South American and North American assets held by
Auryn.
●
Unlocking the Value
of the Peruvian Projects: The spin-out of the Peruvian projects
into stand-alone operating entities will provide discrete market
opportunities and same-jurisdiction synergies.
●
With an
all-Canadian portfolio of projects Fury Gold is expected to benefit
from synergies with regards to its general and administrative
expenses.
●
Robust Growth
Pipeline: Fury Gold will benefit from strong internal growth
potential and additional long-term development optionality from the
Homestake Ridge and Committee Bay projects in Canada.
●
Improved Capital
Markets Scale: The Reorganization Arrangement is expected to
elevate Fury Gold within its peer group as a result of an expanded
asset portfolio and an increased market presence, which should
result in a broader appeal to the institutional shareholder base,
increased research coverage and improved trading
liquidity.
●
Strong Financial
Position: Fury Gold will be well-financed with pro forma cash of
approximately C$20 million.
●
Unanimous Board
Approval: The Auryn Board of Directors (the “Auryn Board”) has unanimously
recommended support for the Reorganization Arrangement, Eastmain
Acquisition and Financing.
●
Key Shareholder
Support: Directors and officers of Auryn holding an aggregate of
13,222,116 Auryn shares (17,097,116 including options which vote on
the Reorganization Arrangement) representing approximately 12.21 %
of the issued and outstanding Auryn Shares and 14.81% of the
outstanding Auryn securities as of August 24, 2020 have entered
into Support Agreements pursuant to which they have agreed, among
other things, to vote in favour of the Reorganization
Arrangement.
●
Receipt by the
Auryn Board of Stifel Fairness Opinion: The Auryn Board has
received a fairness opinion from Stifel Nicolaus Canada Inc.
(“Stifel GMP”)
concluding that the consideration for the Reorganization
Arrangement and Eastmain Acquisition is fair, from a financial
point of view, to Auryn.
●
Alternatives to the
Transaction: Auryn regularly evaluated business and strategic
opportunities with the objective of maximizing shareholder value in
a manner consistent with the best interests of Auryn. The Auryn
Board, with the assistance of financial and legal advisors,
assessed the alternatives reasonably and determined the
Reorganization Arrangement represents the best prospect for
maximizing shareholder value.
●
Special Majority
Shareholder Approval: The Reorganization Arrangement must be
approved by at least a two-thirds majority of the votes cast by
Auryn shareholders as well as a separate approval of at least a two
thirds majority of the votes cast by Auryn securityholders at the
Auryn Meeting. The Financing must be approved by the disinterested
Auryn shareholders, providing additional protection for Auryn
shareholders and Auryn securityholders.
Board
Recommendation
The
Auryn Board, based in part on the recommendation of a special
committee of independent directors and the fairness opinion from
Stifel GMP, has unanimously determined that the Transactions are
fair to Auryn securityholders and is in the best interest of Auryn,
and unanimously recommends that Auryn securityholders vote FOR of
the Reorganization Arrangement, Eastmain Acquisition and
Financing.
The
Meeting
The
Meeting will be held virtually on October 5, 2020 at 10:00 a.m. PDT
and can be accessed using the following link: https://web.lumiagm.com/481668070.
At the Meeting, securityholders (holders of Auryn shares, options
and warrants) will be asked to consider and vote upon the
resolutions needed to complete the Transactions as well as vote
upon annual meeting matters such as the election of directors and
appointment of auditors.
Your vote is important regardless of the number
of Auryn securities you own. As a securityholder, it is very
important that you carefully read the Proxy Circular and then vote
your Auryn securities. You are eligible to vote your Auryn shares,
options and warrants if you were a holder of record on August 24,
2020. Securityholders should carefully follow the voting
instructions provided in the Meeting materials. Registered
securityholders should submit proxies no later than 10:00 a.m. PDT
on October 1, 2020 (or two business days prior to any adjournment
of the Meeting). Beneficial shareholders should contact the
intermediary through which they hold their Auryn shares to
determine their cut-off time for voting.
The
mailing of the Proxy Circular has commenced and securityholders
should receive them shortly. The Proxy Circular is also available
on SEDAR under the Company’s profile at www.sedar.com
and on the Company’s website at www.aurynresources.com.
Securityholder
Questions and Assistance
If you
have questions or need assistance in your consideration of the
Transactions, or with the completion and delivery of your proxy,
please contact Auryn’s shareholder communications advisor and
proxy solicitation agent, Laurel Hill Advisory Group, by telephone
at 1.877.452.7184 toll-free in Canada (+1.416.304.0211 for
international calls) or by e-mail at assistance@laurelhill.com.
ON
BEHALF OF THE BOARD OF DIRECTORS OF AURYN RESOURCES
INC.
Ivan Bebek
Executive
Chairman
For further information on Auryn Resources Inc., please contact
Natasha Frakes, Manager of Corporate Communications at (778)
729-0600 or info@aurynresources.com.
About Auryn
Auryn Resources is a technically-driven, well-financed junior
exploration company focused on finding and advancing globally
significant precious and base metal deposits. The Company built a
portfolio of six projects in Canada and Peru containing gold,
silver and copper resources and exploration targets. On July 29,
2020, Auryn announced its intention to spin out its Peruvian assets
into two new companies and acquire Eastmain Resources, creating a
Canadian gold-focused exploration and development company to be
renamed as Fury Gold Mines. The Company’s two flagship
Canadian properties are the Committee Bay gold project in Nunavut
and Homestake gold project in British Columbia for which an amended
preliminary economic assessment was filed effective June 24, 2020.
Upon closing of the spinout and acquisition transactions, expected
in October 2020, Fury Gold’s three core assets will comprise
of Eau Claire in Quebec, Committee Bay and Homestake Ridge. Auryn
shareholders, invested prior to the completion of the transactions,
will become shareholders of Fury and will also receive shares in
the two new Canadian spin out companies, one holding the Sombrero
copper-gold project, and the other holding both the Curibaya
silver-gold project and Huilacollo gold project. Auryn’s
technical and management teams have an impressive track-record of
successfully monetizing assets for all stakeholders and local
communities in which it operates. Auryn conducts itself to the
highest standards of corporate governance and sustainability. For
more information on the company and the transactions, please
visit www.aurynresources.com.
Forward-Looking Statements - Certain
information set forth in this news release may contain
forward-looking statements that involve substantial known and
unknown risks and uncertainties. Forward-looking statements consist
of statements that are not purely historical, including statements
regarding beliefs, plans, expectations or timing of future plans,
and include, but not limited to, statements regarding mailing of
the meeting materials, the anticipated date of the Meeting, the
completion of the Financing and the anticipated benefits of the
Transactions, including statements in respect of Fury Gold and the
SpinCos. These forward-looking statements are subject to numerous
risks and uncertainties, certain of which are beyond the control of
Auryn, including, but not limited to the impact of general economic
conditions, industry conditions, dependence upon regulatory
approvals and the availability of financing, timely completion of
proposed studies and technical reports, and risks associated with
the exploration, development and mining industry generally such as
economic factors as they effect exploration, future commodity
prices, changes in interest rates, safety and security, political,
social or economic developments, environmental risks, insurance
risks, capital expenditures, operating or technical difficulties in
connection with development activities, personnel relations, the
speculative nature of gold exploration and development, including
the risks of diminishing quantities of grades of Mineral Resources,
contests over property title, and changes in project parameters as
plans continue to be refined. Readers are cautioned that the
assumptions, used in the preparations of such information, although
considered reasonable at the time of preparation, may prove to be
imprecise and, as such, undue reliance should not be placed on
forward-looking statements. The Company assumes no obligation to
update such information, except as may be required by
law.
The
Toronto Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this
release.