Fury Gold Mines Ltd 6-K, filed Nov 16, 2020
Fury Gold Mines Ltd (FURY)
6-K
2020-11-16
For: 2020-11-13
View Original
Added on
April 10, 2026
About this 6-K
Fury Gold Mines Ltd filed this 6-K on November 16, 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 November 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
Condensed consolidated interim consolidated
financial statements for the nine months ended September 30,
2020
Management’s Discussion & Analysis
for the nine months ended September 30, 2020
CEO certification of interim
filings
CFO certification of interim
filings
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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Fury Gold Mines
Limited
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Date: November 13,
2020
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By:
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/s/ Lynsey
Sherry
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Lynsey
Sherry
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Chief
Financial Officer
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Exhibit 99.1

(An
exploration and development company)
INTERIM FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020
Dated: November 12, 2020
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Note 1
: Nature of operations
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7
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Note 2
: Basis of presentation
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8
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a)
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Statement of
compliance
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8
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b)
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Basis
of preparation and consolidation
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9
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c)
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Critical
accounting judgments and estimates
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9
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Note 3
: Mineral property interests
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10
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a)
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Nunavut
exploration projects
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10
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b)
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Homestake
Ridge
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10
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c)
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Peruvian
exploration projects
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10
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d)
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Costs
capitalized as mineral property interests
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13
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Note 4
: Flow-through share premium liability
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13
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Note 5
: Bridge loan
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13
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Note 6
: Provision for site reclamation and closure
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15
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Note 7
: Exploration and evaluation costs
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16
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Note 8
: Share capital
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17
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a)
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Authorized
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17
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b)
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Share
issuances
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18
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c)
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Share
consolidation
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18
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Note 9
: Share option and warrant reserves
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19
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a)
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Share-based
payments
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19
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b)
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Share
purchase warrants
|
20
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Note
10 : Related party balances and transactions
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20
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a)
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Related
parties
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21
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b)
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Compensation of
key management personnel
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21
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Note
11 : Supplemental cash flow information
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22
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Note
12 : Segmented information
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22
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Note
13 : Loss per share
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22
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Note
14 : Financial instruments
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23
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Note
15 : Subsequent events
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24
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Fury Gold Mines Limited
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
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2
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Fury Gold Mines Limited
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Condensed Consolidated Interim Statements of Financial
Position
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||||
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Unaudited
(Expressed in thousands of Canadian dollars)
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||||
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As
at September 30,
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As
at December 31,
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2020
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2019
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Assets
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Current
assets:
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Cash
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$7,645
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$660
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Marketable
securities
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385
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346
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Amounts
receivable
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779
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55
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Prepaid expenses
and deposits
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3,068
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651
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11,877
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1,712
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Non-current
assets:
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Restricted
cash
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115
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115
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Prepaid expenses
and deposits
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122
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149
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Mineral property
interests (Note 3)
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44,236
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39,714
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Equipment
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1,087
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1,272
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45,560
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41,250
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Total
assets
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$57,437
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$42,962
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Liabilities
and Equity
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Liabilities
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Current
liabilities:
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Accounts payable
and accrued liabilities
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$2,173
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$1,067
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Flow-through share
premium liability (Note 4)
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–
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7
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Bridge loan (Note
5)
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–
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2,931
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2,173
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4,005
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Non-current
liabilities:
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Provision for site
reclamation and closure (Note 6)
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2,298
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2,134
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Total
liabilities
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$4,471
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$6,139
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Equity:
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Share
capital
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$155,582
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$129,413
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Share option and
warrant reserve
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8,728
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9,992
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Accumulated other
comprehensive income
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207
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22
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Deficit
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(111,551)
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(102,604)
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Total
equity
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$52,966
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$36,823
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Total liabilities
and equity
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$57,437
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$42,962
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Subsequent events (Note 1, Note 15)
The accompanying notes form an integral part of these condensed
consolidated interim financial statements.
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Fury Gold Mines Limited
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
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3
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Fury Gold Mines
Limited
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Condensed Consolidated Interim Statements of Loss and Comprehensive
Loss
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||||||||
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Unaudited
(Expressed in thousands of Canadian dollars, except per share
amounts)
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||||||||
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Three
months ended
September
30,
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Nine
months ended
September
30,
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2020
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2019
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2020
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2019
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Operating
expenses
|
|
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Exploration and
evaluation costs (Note 7)
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$2,164
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$3,335
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$3,989
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$6,535
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Fees, salaries and
other employee benefits
|
707
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839
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2,010
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3,240
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Insurance
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103
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76
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266
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229
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Legal and
professional fees
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138
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58
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325
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230
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Marketing and
investor relations
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176
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214
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1,034
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906
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Office and
administration
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152
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85
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418
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338
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Regulatory,
transfer agent and shareholder information
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168
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38
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285
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182
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3,608
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4,645
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8,327
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11,660
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Other
expenses (income):
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Project
investigation costs
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16
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18
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172
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104
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Accretion of
provision for site reclamation and closure (Note 6)
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5
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10
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22
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32
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Interest and other
income
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(14)
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(14)
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(65)
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(34)
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Finance expense
related to loan
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10
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26
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259
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26
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Amortization of
flow-through share premium (Note 4)
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–
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(733)
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(7)
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(843)
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Gain (loss) on
marketable securities
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26
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13
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(40)
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(40)
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Loss on conversion
and amendment of bridge loan (Note 5)
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65
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–
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224
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–
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Foreign exchange
loss
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43
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7
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55
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38
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151
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(673)
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620
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(717)
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Net loss before
income taxes
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3,759
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3,972
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8,947
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10,943
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Deferred income tax
recovery (Note 5)
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57
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(54)
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–
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(54)
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Loss
for the period
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$3,816
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$3,918
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$8,947
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$10,889
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Other
comprehensive loss (income), net of tax
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||||
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Items that may be
reclassified subsequently to profit or loss:
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Unrealized currency
loss (gain) on translation of foreign operations
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19
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(47)
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(185)
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121
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Other comprehensive
loss (income) for the period
|
19
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(47)
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(185)
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121
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Total
comprehensive loss for the period
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$3,835
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$3,871
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$8,762
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$11,010
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Basic and diluted
loss per share (Note 13)
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$0.05
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$0.06
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$0.12
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$0.17
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Basic and diluted
weighted average number of shares outstanding (Note
13)
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70,392,736
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64,252,771
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72,758,821
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63,201,950
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The accompanying notes form an integral part of these condensed
consolidated interim financial statements.
|
Fury Gold Mines Limited
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
4
|
Fury Gold Mines
Limited
|
|
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Condensed Consolidated Interim Statements of
Equity
|
|||||||
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Unaudited
(Expressed in thousands of Canadian dollars, except share
amounts)
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|||||||
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Number
of common shares
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Sharecapital
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Share
option and warrant reserve
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Accumulated
other comprehensive income (loss)
|
Deficit
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Total
|
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Balance
at December 31, 2018
|
61,068,264
|
$121,988
|
$6,937
|
$225
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$(88,671)
|
$40,479
|
|
|
|
|
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|
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Comprehensive
loss for the period
|
–
|
–
|
–
|
(121)
|
(10,889)
|
(11,010)
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|
Shares
issued pursuant to offering, net of share issue costs and
flow-through liability
|
2,646,902
|
6,350
|
–
|
–
|
–
|
6,350
|
|
Share
options exercised (Note 8b) iv)
|
592,439
|
959
|
(457)
|
-
|
-
|
502
|
|
Fair
value of warrants issued, net of tax
|
-
|
-
|
144
|
-
|
-
|
144
|
|
|
–
|
–
|
2,843
|
–
|
–
|
2,843
|
|
|
64,307,605
|
$129,297
|
$9,467
|
$104
|
$(99,560)
|
$39,308
|
|
|
64,340,963
|
$129,413
|
$9,992
|
$22
|
$(102,604)
|
$36,823
|
|
|
–
|
–
|
–
|
185
|
(8,947)
|
(8,762)
|
|
Shares
issued pursuant to offering, net of share issue costs (Note 8b)
iii)
|
6,333,984
|
14,753
|
–
|
–
|
–
|
14,753
|
|
Shares
issued upon conversion of Amended Bridge Loan (Note 8b)
ii)
|
1,318,877
|
3,334
|
–
|
–
|
–
|
3,334
|
|
Shares
issued pursuant to Alturas option (Note 8b) i)
|
743,187
|
3,036
|
–
|
–
|
–
|
3,036
|
|
Share
options exercised (Note 8b) iv)
|
1,428,525
|
5,046
|
(1,917)
|
–
|
–
|
3,129
|
|
Share-based
compensation (Note 9a)
|
–
|
–
|
653
|
–
|
–
|
653
|
|
Balance
at September 30, 2020
|
74,165,536
|
$155,582
|
$8,728
|
$207
|
$(111,551)
|
$52,966
|
The accompanying notes form an integral part of these condensed
consolidated interim financial statements.
Share information has been updated retroactively to reflect the
share consolidation, see Note 8c.
5
|
Fury Gold Mines
Limited
|
|
|
|
|
||
|
Condensed Consolidated Interim Statements of Cash
Flows
|
|
|||||
|
Unaudited
(Expressed in thousands of Canadian dollars)
|
||||||
|
|
Three
months ended September 30,
|
Nine
months ended September 30,
|
||
|
|
2020
|
2019
|
2020
|
2019
|
|
Cash
(used in) provided by:
|
|
|
|
|
|
Operating
activities:
|
|
|
|
|
|
Loss for the
period
|
$(3,816)
|
$(3,918)
|
$(8,947)
|
$(10,889)
|
|
Items not involving
cash:
|
|
|
|
|
|
Interest and other
income
|
(14)
|
(14)
|
(65)
|
(34)
|
|
Accretion of
provision for site reclamation and closure (Note 6)
|
5
|
10
|
22
|
32
|
|
Finance expense
related to loan
|
10
|
26
|
259
|
26
|
|
Gain (loss) on
marketable securities
|
26
|
13
|
(40)
|
(40)
|
|
Loss on conversion
and amendment of bridge loan (Note 5)
|
65
|
–
|
224
|
–
|
|
Amortization of
flow-through share premium (Note 4)
|
–
|
(733)
|
(7)
|
(843)
|
|
Unrealized foreign
exchange loss (gain)
|
25
|
–
|
30
|
(3)
|
|
Share-based
compensation (Note 9a)
|
116
|
744
|
653
|
2,843
|
|
Depreciation of
fixed assets
|
61
|
62
|
185
|
189
|
|
Deferred income tax
recovery (Note 5)
|
57
|
(54)
|
–
|
(54)
|
|
Changes in non-cash
working capital:
|
|
|
|
|
|
Amounts
receivable
|
(520)
|
(52)
|
(722)
|
(85)
|
|
Prepaid expenses
and deposits
|
(1,132)
|
(119)
|
(1,114)
|
(121)
|
|
Accounts payable
and accrued liabilities
|
(184)
|
623
|
(161)
|
784
|
|
Cash
used in operating activities
|
(5,301)
|
(3,412)
|
(9,683)
|
(8,195)
|
|
|
|
|
|
|
|
Investing
activities:
|
|
|
|
|
|
Interest
received
|
14
|
14
|
65
|
34
|
|
Mineral property
acquisition costs
|
(1,208)
|
(480)
|
(1,210)
|
(842)
|
|
Cash
used in investing activities
|
(1,194)
|
(466)
|
(1,145)
|
(808)
|
|
|
|
|
|
|
|
Financing
activities:
|
|
|
|
|
|
Proceeds from
issuance of common shares,
|
|
|
|
|
|
net of cash share
issuance costs
|
(51)
|
1,863
|
14,753
|
6,983
|
|
Proceeds from loan,
net of transaction costs
|
–
|
2,979
|
(5)
|
2,979
|
|
Interest
paid
|
(64)
|
–
|
(64)
|
–
|
|
Proceeds from share
option and warrant exercises (Note 8b) iv)
|
2,957
|
17
|
3,129
|
502
|
|
Cash
provided by financing activities
|
2,842
|
4,859
|
17,813
|
10,464
|
|
Effect
of foreign exchange rate changes on cash
|
(3)
|
2
|
-
|
(5)
|
|
Decrease
(increase) in cash
|
(3,656)
|
983
|
6,985
|
1,456
|
|
Cash,
beginning of the period
|
11,301
|
2,126
|
660
|
1,653
|
|
Cash, end of the
period
|
$7,645
|
$3,109
|
$7,645
|
$3,109
|
The accompanying notes form an integral part of these condensed
consolidated interim financial statements.
|
Fury Gold Mines Limited
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
6
Note 1: Nature
of operations
Fury Gold Mines Limited
(formerly Auryn Resources Inc.) (the “Company” or
“Fury Gold”) is a Canadian-focused exploration and
development company, positioned in three prolific gold mining
regions. At the date of this document, the Company has three
flagship projects: Eau Claire in Quebec, the Homestake Ridge in
British Columbia, and the Committee Bay in Nunavut.
The
Company was incorporated on June 9, 2008, under the British
Columbia Business Corporations Act. The registered office is
1500-1055 West Georgia Street, Vancouver, BC V6E 4N7 and mailing
address is 34 King Street East, Suite 601, Toronto, Ontario, M5C
2X8.
The
Company is listed on the Toronto Stock Exchange and the
NYSE-American, and its common shares trade under the symbol FURY,
respectively. The Company’s principal business activity is
the acquisition, exploration and development of resource properties
in Canada and until recently, in Peru.
On July
29, 2020, the Company, together with Eastmain Resources Inc. (TSX:
ER) (“Eastmain”) entered into a definitive agreement
arrangement (the “Arrangement”) pursuant to which the
Company would acquire all of the issued and outstanding shares of
Eastmain. The Arrangement was contingent upon the completion of a
corporate restructuring to be undertaken by the Company and
described in its Information Circular dated September 3, 2020, the
steps of which together referred to as the
“Transaction”. Pursuant to the Arrangement, the
Company:
■
transferred its
Peruvian assets to two new companies, Tier One Metals Inc. and
Sombrero Resources Inc. (collectively the “Spincos”)
and distributed all the shares of the Spincos to the
Company’s shareholders;
■
consolidated its
shares by approximately 10:6.76 such that the 112,340,434 million
shares then outstanding were consolidated to 75,900,000
shares;
■
acquired Eastmain
by issuing 34,100,000 shares of the Company to the Eastmain
shareholders and the Company thereafter became Fury
Gold;
■
received net
proceeds of $23 million subscription receipt financing which
resulted in the issuance of a further 7,750,000 common shares of
the Company, bringing the Fury Gold shares outstanding to
117,750,000 shares.
On
October 5, 2020, the shareholders of both companies (Eastmain and
the Company) approved the Transaction at respective shareholder
special meetings. Court approval from the British Columbia Supreme
Court and the Ontario Superior Court of Justice was received on
October 7, 2020 and the transaction closed on October 9,
2020.
The
Company, through its wholly owned subsidiaries, owns the mineral
concessions comprising the Committee Bay and Gibson MacQuoid
mineral properties both located in Nunavut, Canada, as well as the
Homestake Ridge Project in northwestern British Columbia, Canada.
Prior to October 9, 2020, the Company held secured rights to
various mining concessions in southern Peru which included the
Sombrero, Curibaya and Huilacollo projects. Following the
completion of the Transaction on October 9, 2020, the
Company’s Peruvian assets were held by Tier One Metals Inc.
and Sombrero Resources Inc., and the shares of those companies had
been distributed to the Company’s shareholders. Following
that point in time, the Company’s assets included the
Eastmain assets being primarily the Eau Claire gold project and the
Eleonore South Joint Venture in Quebec, in addition to the
Homestake Ridge and Committee Bay properties.
Response to COVID-19
On
March 15, 2020 the Peruvian government mandated a 15-day lockdown
in Peru, which was subsequently extended, in response to the
COVID-19 pandemic. As a result, the Company had recalled all
personnel from the field. After receiving approval from the
Peruvian government, on June 17, 2020, the Company resumed
operations after receiving approval from the Peruvian
government.
|
Fury Gold Mines Limited
Notes
to the Condensed Consolidated Interim Financial
Statements
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
7
With
respect to the Company’s Canadian operations, employees have
been working remotely since March 18, 2020. Due to travel
restrictions into Nunavut and in respect of local community
concerns regarding COVID-19, the Company will not conduct field
operations in Nunavut in 2020. All reporting and expenditure
requirements at Committee Bay and Gibson MacQuoid have been
extended for one year under the Nunavut COVID-19 relief program. At
Homestake, all reporting and expenditure requirements have been
extended until December 31, 2020 under section 66 of the Mineral
Tenure Act.
Note 2: Basis of
presentation
a)
Statement
of compliance
These
condensed consolidated interim financial statements have been
prepared in accordance with International Accounting Standard
(“IAS”) 34, “Interim Financial Reporting”
using accounting policies consistent with International Financial
Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board (“IASB”) and
interpretations issued by the IFRS Interpretations Committee
(“IFRIC”). The accounting policies followed in these
condensed consolidated interim financial statements are the same as
those applied in the Company’s most recent audited
consolidated financial statements for the year ended December 31,
2019, except as follows:
■
Amendments to IAS 1
– Presentation of Financial Statements and IAS 8 –
Accounting Policies, Changes in Accounting Estimates and
Errors
The
amendments are intended to clarify the definition of material in
IAS 1 and not intended to alter the underlying concept of
materiality in IFRS standards. The concept of
‘obscuring’ material information with immaterial
information has been included as part of the new definition. The
threshold for materiality influencing users has been changed from
“could influence” to “could reasonably be
expected to influence”.
The
definition of material in IAS 8 has been replaced by a reference to
the definition of material in IAS 1. In addition, the IASB amended
other Standards and the Conceptual Framework that contain a
definition of material or refer to the term “material”
to ensure consistency.
The
Company adopted the amendments to IAS 1 and IAS 8 effective January
1, 2020, which did not have a material impact on the
Company’s interim financial statements.
■
Amendments to IFRS
3 - Business Combinations
In
October 2018 the IASB issued narrow-scope amendments to IFRS 3 to
help entities determine whether an acquired set of activities and
assets is a business or not. The amendments, which are effective
for annual reporting periods beginning on or after January 1, 2020,
clarify the minimum requirements to be a business, remove the
assessment of a market participant’s ability to replace
missing elements, narrow the definition of outputs, add guidance to
assess whether an acquired process is substantive and introduce an
optional concentration test to permit a simplified assessment. The
adoption of the amended standard did not have an immediate impact
on the Company’s interim financial statements but will be
applied in assessing any future business combination and asset
acquisition scenarios.
These
condensed consolidated interim financial statements should be read
in conjunction with the Company’s audited consolidated
financial statements for the year ended December 31, 2019, which
were filed under the Company’s profile on SEDAR at
www.sedar.com.
These
condensed consolidated interim financial statements were approved
and authorized for issuance by the Board of Directors of the
Company on November 12, 2020.
|
Fury Gold Mines Limited
Notes
to the Condensed Consolidated Interim Financial
Statements
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
8
b)
Basis
of preparation and consolidation
These
condensed consolidated interim financial statements have been
prepared on a historical cost basis except for marketable
securities that have been measured at fair value. The presentation
currency is the Canadian dollar; all tabular amounts, with the
exception of per share amounts, are presented in thousands of
Canadian dollars unless otherwise noted.
These
condensed consolidated interim financial statements incorporate the
financial statements of the Company and entities controlled by the
Company (its subsidiaries). Control exists when the Company has
power over an investee, exposure or rights, to variable returns
from its involvement with the investee and the ability to use its
power over the investee to affect the amount of the Company’s
returns.
As at,
and for the periods ending September 30, 2020, the Company had the
following subsidiaries:
|
Subsidiary
|
Place of incorporation
|
Functional Currency
|
Beneficial Interest
|
|
North
Country Gold Corp. (“North Country”)
|
BC,
Canada
|
CAD
|
100%
|
|
Homestake
Resource Corporation (“Homestake”)
|
BC,
Canada
|
CAD
|
100%
|
|
Corisur
Peru, S.A.C. (“Corisur”)
|
Peru
|
USD
|
100%
|
|
Sombrero
Minerales, S.A.C. (“Sombrero”)
|
Peru
|
USD
|
100%
|
|
Magma
Minerals S.A.C. (“Magma”)
|
Peru
|
USD
|
100%
|
|
Homestake
Royalty Corporation (inactive)
|
BC,
Canada
|
CAD
|
100%
|
|
Tier
One Metals Inc. (shell company)
|
BC,
Canada
|
CAD
|
100%
|
|
Sombrero
Resources Inc. (shell company)
|
BC,
Canada
|
CAD
|
100%
|
After
the Transaction, Eastmain and its 100% owned subsidiary, Eastmain
Mines Inc., were added while the investments in Corisur, Sombrero
and Magma were transferred under Tier One Metals Inc. and Sombrero
Resources Inc. and distributed to shareholders of the Company, as
described above.
All
intercompany balances and transactions have been
eliminated.
c)
Critical
accounting judgments and estimates
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. The Company’s critical accounting judgements and
estimates were presented in Note 2 of the audited annual
consolidated financial statements for the year ended December 31,
2019 and have been consistently applied in the preparation of these
consolidated interim financial statements. No new estimates and
judgements were applied for the periods ended September 30, 2020
and 2019 except as discussed below.
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.
IFRS
also requires that an exchange between an existing borrower and
lender of debt instruments with substantially different terms, or a
substantial modification of the terms of an existing financial
liability or a part of it, be treated for as an extinguishment of
the original financial liability and the recognition of a new
financial liability, and as such, judgment is applied in
determining whether a modification is substantial.
|
Fury Gold Mines Limited
Notes
to the Condensed Consolidated Interim Financial
Statements
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
9
Upon
initial recognition of the Bridge Loan (Note 5) and then again on
the initial recognition of the Amended Bridge Loan, management had
to estimate the Company’s effective interest rate which was
needed in order to fair value the debt component and determine the
residual amount to be allocated to the equity component. As a
result of the Bridge Loan Amendment, management had to make an
assessment of whether the modification was substantial and thus be
treated for as an extinguishment of the original financial
liability and the recognition of a new financial
liability.
Held
for Distribution
The
Peru assets held by the Company as at September 30, 2020, were
subsequently distributed to the shareholders of the Company via a
spin-out arrangement to new companies that completed on October 9,
2020. IFRS requires that assets and liabilities subsequently
disposed by distribution should be presented separately in the
balance sheet when the sale is “highly probable”. It
has been assessed that as at September 30, 2020, the distribution
of the Peru assets did not meet this criterion.
Note 3 : Mineral
property interests
The
Company’s principal resource properties are located in Canada
and until recently, in Peru. As part of the Transaction that closed
on October 9, 2020, the Peruvian projects were spun out into two
independent companies: Sombrero Resources Inc., consisting of the
Sombrero project, and Tier One Metals Inc. consisting of the
Curibaya and Huilacollo projects.
a)
Nunavut
exploration projects
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. The Committee Bay
project is subject to a 1% NSR on gold production, with certain
portions subject to an additional 1.5% NSR. The 1.5% NSR is payable
on only 7,596 hectares and can be purchased by the Company within
two years of commencement of commercial production for $2.0 million
for each one-third of the 1.5% NSR.
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 74,000 hectares
collectively.
b)
Homestake
Ridge
The
Company, through its wholly owned subsidiary Homestake, owns a 100%
interest in the Homestake Ridge project subject to various royalty
interests held by third parties not exceeding 2%. The project
covers approximately 7,500 hectares and is located in the
Iskut-Stewart-Kisault gold belt in northwestern British
Columbia.
Sombrero
The
Sombrero copper-gold project, located in southern Peru, covers
approximately 130,000 hectares acquired through a combination of
staking and option agreements which are outlined
below.
|
Fury Gold Mines Limited
Notes
to the Condensed Consolidated Interim Financial
Statements
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
10
Alturas
Option
On June
28, 2016, the Company entered into a letter agreement with Alturas
Minerals Corp (“Alturas”) which outlined the general
terms of the option granted to Auryn to acquire an 80% or 100%
interest in the Sombrero concessions held by Alturas.
On
September 3, 2020, the Company announced it had amended the
agreement with Alturas to remove the requirements for exercise of
the Alturas Option and acquired the remaining 20% interest with the
final option payment being reduced to US$3.0 million. Payment was
made through the issuance of 743,187 (1,100,000 pre-consolidation)
common shares of Auryn at $4.29 ($2.90 pre-consolidation) per share
and $625,000 in cash. The difference of $154,000 between the fair
value per share of $2.76 and the agreed upon issue price of $2.90,
is included in the cost of the mineral interest
addition.
Mollecruz
Option
On June
22, 2018 the Company entered into an option agreement (the
“Mollecruz Option”) giving the Company the right to
acquire a 100% interest in the Mollecruz concessions which are
located in the northern area of the Sombrero project. Under the
Mollecruz Option, the Company may acquire a 100% interest, subject
to a 0.5% Net Smelter Royalty (“NSR”), through a
combination of work expenditures and cash payments as detailed
below.
|
Due Dates
|
Payment & Work Expenditure
Status
|
Property Payments
(in ‘000 US$)
|
Work Expenditures
(in ‘000 US$)
|
|
Effective
Date (June 22, 2018)
|
Completed
|
50
|
-
|
|
June
22, 2019*
|
Deferred*
|
50
|
150
|
|
June
22, 2020*
|
Deferred*
|
100
|
150
|
|
June
22, 2021*
|
|
200
|
500
|
|
June
22, 2022*
|
|
300
|
700
|
|
June
22, 2023*
|
|
900
|
1,500
|
|
Total
|
|
1,600
|
3,000
|
*
Effective May 20, 2019, the Company formally declared the existence
of a force majeure event under the Mollecruz Option, thereby
deferring the Company’s obligation to make the June 22, 2019
and 2020 property payments and any subsequent property payments and
work expenditures for a maximum of 24 months from the declaration
date. To date, the Company has not been able to reach an access
agreement with the local community in order to commence work in the
region but has continued to negotiate in good faith to obtain
access to the property and have open communications with the
community.
Aceros
Option
On
December 13, 2018, the Company entered a series of agreements (the
“Aceros Option”) with Corporacion Aceros Arequipa S.A.
(“Aceros”) giving the Company the right to option three
key mineral concessions located within the Company’s Sombrero
project. If the Aceros Option is exercised, a joint venture would
be formed in which the Company would hold an 80% interest (Aceros
– 20%). The joint venture would combine the 530 hectare
Aceros concessions plus 4,600 hectares of Auryn’s Sombrero
land position. Below is a schedule of work expenditures and cash
payments required under the agreement of which US$0.4 million in
work expenditures has been completed to date.
|
Due Dates
|
Payment & Work Expenditure
Status
|
Property Payments
(in ‘000 US$)
|
Work Expenditures
(in ‘000 US$)
|
|
Effective
Date (December 13, 2018)
|
Completed
|
140
|
-
|
|
December
13, 2019
|
Completed
|
60
|
150
|
|
December
13, 2020
|
|
250
|
500
|
|
December
13, 2021
|
|
350
|
1,500
|
|
December
13, 2022
|
|
-
|
3,000
|
|
Total
|
|
800
|
5,150
|
|
Fury Gold Mines Limited
Notes
to the Condensed Consolidated Interim Financial
Statements
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
11
Curibaya
On
August 2, 2019, the Company acquired the rights to the Sambalay and
Salvador mineral concessions adjacent to its wholly owned Curibaya
property in southern Peru. Collectively, the Curibaya project now
covers approximately 11,000 hectares and is located 53 km from the
provincial capital, Tacna, and 11 km from the regional Incapuquio
geological fault.
Under
the terms of the mining concession transfer agreement with Wild
Acre Metals (Peru) S.A.C., the Company paid US$0.25 million on
transfer of the concessions in favour of Corisur. The Sambalay
concessions are subject to a combined 3% NSR royalty, 0.5% of which
is buyable for US$1.0 million. The Salvador concessions are subject
to a 2% NSR royalty and a US$2.0 million production payment,
payable at the time a production decision is made, and to secure
payment of such consideration a legal mortgage is recorded in the
registry files of the Salvador concessions.
Huilacollo
On June
2, 2016, the Company acquired the rights to the Huilacollo
epithermal property in the Tacna province of southern Peru, which
is comprised of 2,000 hectares of hydrothermal alteration. The
rights were acquired through an option agreement (the
“Huilacollo Option”) with a local Peruvian company,
Inversiones Sol S.A.C., under which the Company may acquire 100%
interest (subject to a 1.5% NSR on precious metals buyable for
US$2.5 million and a 2.5% NSR on base metals buyable for US$7.0
million) through a combination of work expenditures and cash
payments as outlined in the table below. As of May 11, 2019, the
Company had completed US$4.5 million of work expenditures under the
Huilacollo Option and thus did not satisfy the accumulated work
expenditure requirement of US$5.0 million at that date. As
permitted by the Huilacollo Option, the Company instead made a cash
payment of US$0.3 million equal to 50% of the shortfall at the due
date to keep the option in good standing.
|
Due Dates
|
Payment & Work Expenditure
Status
|
Property Payments
(in ‘000 US$)
|
Work Expenditures
(in ‘000 US$)
|
|
Effective
Date (May 11, 2016)
|
Completed
|
250
|
-
|
|
May 11,
2018
|
Completed
|
500
|
2,000
|
|
May 11,
2019
|
Completed
|
-
|
3,000
|
|
May 11,
2020
|
Completed
|
250
|
-
|
|
May 11,
2021
|
|
250
|
2,000
|
|
May 11,
2022
|
|
7,500
|
-
|
|
Total
|
|
8,750
|
7,000
|
Effective
April 3, 2020, the Company declared force majeure under its
Huilacollo option as a result of the COVID-19 shutdown in Peru
which allowed the Company to defer the option payment that was due
May 11, 2020. Force Majeure was lifted on June 5, 2020, due to the
Peruvian Government easing COVID-19 restrictions. As a result, the
option payment became due in July 2020 and together with the
finder’s fee was paid in the quarter ended September 30,
2020.
During
2017, the Company acquired the rights to certain mineral claims
adjacent to the Huilacollo property known as Andamarca claims and
Tacora claims. Under the terms of the acquisition agreements, the
Company paid US$0.65 million on transfer of the concessions in
favour of Corisur. The Andamarca concession is subject to a 1.5%
NSR of which 50% is buyable for US$2.5 million and the Tacora
concession is subject to a 0.5% NSR of which 50% is buyable for
US$0.5 million.
|
Fury Gold Mines Limited
Notes
to the Condensed Consolidated Interim Financial
Statements
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
12
d)
Costs
capitalized as mineral property interests
The
following is a continuity of the Company’s mineral property
acquisition costs:
|
$’000
|
Committee Bay & Gibson
MacQuoid
|
Homestake Ridge
|
Peru1
|
Total
|
|
Balance at December 31, 2018
|
$ 18,871
|
$ 16,060
|
$ 4,141
|
$ 39,072
|
|
Additions
|
11
|
-
|
949
|
960
|
|
Impairment
of mineral property interests
|
-
|
-
|
(337)
|
(337)
|
|
Change
in estimate of provision for
site
reclamation and closure (Note 6)
|
203
|
-
|
-
|
203
|
|
Currency
translation adjustment
|
-
|
-
|
(184)
|
(184)
|
|
Balance at December 31, 2019
|
$ 19,085
|
$ 16,060
|
$ 4,569
|
$ 39,714
|
|
Additions
|
-
|
-
|
4,246
|
4,246
|
|
Change
in estimate of provision for
site
reclamation and closure (Note 6)
|
142
|
-
|
-
|
142
|
|
Currency
translation adjustment
|
-
|
-
|
134
|
134
|
|
Balance at September 30, 2020
|
$ 19,227
|
$ 16,060
|
$ 8,949
|
$ 44,236
|
1 On
October 9, 2020, the Peruvian operations were spun out to two new
entities, Sombrero Resources Inc. and Tier One Metals Inc. and the
shares of those entities were distributed to the Company’s
shareholders as part of the Transaction.
Note
4: 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, as tax deductions generated by the eligible
expenditures are passed through to the shareholders of the
flow-through shares once the eligible expenditures are incurred and
renounced.
The
following table is a continuity of the flow-through share funding
and expenditures along with the corresponding impact on the
flow-through share premium liability:
|
$’000
|
Flow-through funding and
expenditures
|
Flow-through premium liability
|
||
|
|
BC
|
Nunavut
|
Total
|
|
|
Balance at December 31, 2018
|
$ 737
|
$ 433
|
$ 1,170
|
$ 317
|
|
Flow-through
funds raised
|
-
|
1,900
|
1,900
|
557
|
|
Flow-through
eligible expenditures
|
(737)
|
(2,309)
|
(3,046)
|
(867)
|
|
Balance at December 31, 2019
|
$ -
|
$ 24
|
$ 24
|
$ 7
|
|
Flow-through
eligible expenditures
|
-
|
(24)
|
(24)
|
(7)
|
|
Balance at September 30, 2020
|
$ -
|
$ -
|
$ -
|
$ -
|
Note 5: Bridge
loan
In
2019, the Company entered a bridge loan facility (the “Bridge
Loan”) for $3.0 million with a private lender (the
“Lender”). The Bridge Loan originally bore interest at
10%, payable annually or on repayment of the principal, and had a
term of one year from the date of advancement (the “Maturity
Date”). The Bridge Loan was secured by a first charge general
security agreement over all of the Company’s present and
future assets.
|
Fury Gold Mines Limited
Notes
to the Condensed Consolidated Interim Financial
Statements
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
13
Concurrent
with the closing of the first tranche of the February 2020 Offering
(see Note 8b), on February 5, 2020, the Company entered a loan
amendment (“Bridge Loan Amendment”) which provided
mutual conversion rights to the Lender and the Company, and also
reduced the annual interest rate from 10% to 5% from the date of
amendment. Under the terms of the Bridge Loan Amendment, the Lender
had the right to convert the $3,000,000 of principal that had been
advanced to-date, and $123,000 of interest that had accrued (the
“Amended Bridge Loan”), into common shares at the price
of $2.37 ($1.60 pre-consolidation).
In
accordance with IFRS 9, the Company derecognizes a financial
liability when, and only when, its obligations are discharged,
cancelled or have expired, and at that time recognizes a gain or
loss through the consolidated statement of loss and comprehensive
loss, calculated as the difference between the carrying amount of
the financial liability derecognized and the consideration paid.
The exchange with the existing lender of one debt instrument for
another debt instrument with substantially different terms is
accounted for as an extinguishment of the original financial
liability and the recognition of a new financial liability.
Similarly, if a substantial modification was made to the terms of
an existing liability or part of it, such modification is also
treated as an extinguishment of the original financial liability
and the recognition of a new liability. The Company assessed the
Bridge Loan Amendment and determined that it resulted in a
substantial modification, being that there was a conversion feature
for the full amount of the Amended Bridge Loan. As a result, it was
necessary to derecognize the Bridge Loan and record the Amended
Bridge Loan.
Consistent
with the original accounting for the Bridge Loan, the Amended
Bridge Loan was identified as a compound instrument with separate
components, being the debt and the conversion feature, which were
classified as a financial liability and an equity instrument,
respectively. Again the Company used the residual method to
determine the allocation of the Amended Bridge Loan between the
liability and equity component, by first determining the fair value
of the debt, discounted at an effective interest rate of 18%, and
allocating the residual value, net of deferred taxes, to the equity
component.
The
following table reflects the carrying values of the liability and
equity components of the Amended Bridge Loan on initial
recognition.
|
$’000
|
Liability Component
|
Equity Component
|
Total
|
|
Amended
Bridge Loan
|
$
2,912
|
$
211
|
$
3,123
|
|
Deferred
tax impact
|
-
|
(57)
|
(57)
|
|
Impact
on statement of financial position
|
$
2,912
|
$
154
|
$
3,066
|
In
relation to the derecognition of the Bridge Loan and the recording
of the Amended Bridge Loan, a loss was recorded through the
consolidated statement of loss and comprehensive loss calculated as
follows:
|
Carrying
value of Bridge Loan to be derecognized
|
$
2,981
|
|
Amended
Bridge Loan assumed, including transaction costs
incurred
|
$
3,140
|
|
Loss on
derecognition of Bridge Loan
|
$
159
|
On July
7, 2020, the Amended Bridge Loan was converted to 1,318,877
(1,952,084 pre-consolidation) common shares at a price of $2.37
($1.60 pre-consolidation) per share. Of the aggregate shares
issued, 1,266,797 (1,875,000 pre-consolidation) of the shares were
issued for the $3,000,000 principal loan and 52,080 (77,084
pre-consolidation) were issued in satisfaction of the $123,000 of
interest that accrued at a rate of 10% per annum up to the date of
the loan amendment. The balance of the interest on the loan, that
accrued at a rate of 5% per annum, was then settled in cash to the
Lender.
|
Fair
value of Amended Bridge Loan on initial recognition
|
$
2,912
|
|
Finance
expense
|
209
|
|
Finance
expense paid in cash
|
(64)
|
|
Closing balance at July 7, 2020
|
$ 3,057
|
In
relation to the derecognition of the Amended Bridge Loan as a
result of conversion, a loss was recorded through the consolidated
statement of loss and comprehensive loss calculated as
follows:
|
Carrying
value of Bridge Loan to be derecognized
|
$
3,057
|
|
Loss on
extinguishment of Amended Bridge Loan
|
$
65
|
|
Fury Gold Mines Limited
Notes
to the Condensed Consolidated Interim Financial
Statements
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
14
Note 6:
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 property. 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 on which the present value of the future estimated cash
flows is based are:
■
Undiscounted cash
flow obligation for site reclamation of $2,619,000 (December 31,
2019 - $2,658,000)
■
Expected timing of
future cash flows is based on mining leases expiration, which is
between the years 2026 and 2035
■
Annual inflation
rate of 2% (December 31, 2019 - 2%)
■
Risk-free interest
rate of 1.11% (December 31, 2019 - 1.76%)
The
present value of the liability for the site reclamation and closure
provision at Committee Bay project is as follows:
|
$’000
|
September 30, 2020
|
December 31, 2019
|
|
Opening
balance
|
$
2,134
|
$
1,891
|
|
Accretion
|
22
|
40
|
|
Change
in estimate
|
142
|
203
|
|
Closing
balance
|
$
2,298
|
$
2,134
|
|
Fury Gold Mines Limited
Notes
to the Condensed Consolidated Interim Financial
Statements
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
15
Note 7 :
Exploration and evaluation costs
For the
three months ended September 30, 2020, the Company’s
exploration and evaluation costs are detailed as
follows:
|
$’000
|
Committee Bay & Gibson
MacQuoid
|
Homestake Ridge
|
Peru1
|
Total
|
|
Assaying
|
$
87
|
$
8
|
$
6
|
$
101
|
|
Camp
cost, equipment and field supplies
|
71
|
8
|
248
|
327
|
|
Geological
consulting services
|
-
|
20
|
198
|
218
|
|
Geophysical
analysis
|
-
|
-
|
174
|
174
|
|
Permitting,
environmental and community costs
|
13
|
12
|
1,063
|
1,088
|
|
Expediting
and mobilization
|
-
|
-
|
5
|
5
|
|
Salaries
and wages
|
87
|
25
|
89
|
201
|
|
Fuel
and consumables
|
-
|
-
|
7
|
7
|
|
Aircraft
and travel
|
-
|
-
|
4
|
4
|
|
Share
based compensation
|
7
|
2
|
30
|
39
|
|
Total
for the three months ended September 30, 2020
|
$
265
|
$
75
|
$
1,824
|
$
2,164
|
For the
three months ended September 30, 2019, the Company’s
exploration and evaluation costs are detailed as
follows:
|
$’000
|
Committee Bay & Gibson
MacQuoid
|
Homestake Ridge
|
Peru1
|
Total
|
|
Assaying
|
$
134
|
$
32
|
$
17
|
$
183
|
|
Exploration
drilling
|
232
|
-
|
-
|
232
|
|
Camp
cost, equipment and field supplies
|
141
|
126
|
59
|
326
|
|
Geological
consulting services
|
113
|
67
|
59
|
239
|
|
Geophysical
analysis
|
143
|
169
|
-
|
312
|
|
Permitting,
environmental and community costs
|
43
|
5
|
196
|
244
|
|
Expediting
and mobilization
|
90
|
24
|
5
|
119
|
|
Salaries
and wages
|
387
|
83
|
67
|
537
|
|
Fuel
and consumables
|
29
|
40
|
5
|
74
|
|
Aircraft
and travel
|
638
|
182
|
18
|
838
|
|
Share
based compensation
|
80
|
38
|
113
|
231
|
|
Total
for the three months ended September 30, 2019
|
$
2,030
|
766
|
$
539
|
$
3,335
|
1 On
October 9, 2020, the Peruvian operations were spun out to two new
entities, Sombrero Resources Inc. and Tier One Metals Inc. as part
of the Transaction.
|
Fury Gold Mines Limited
Notes
to the Condensed Consolidated Interim Financial
Statements
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
16
For the
nine months ended September 30, 2020, the Company’s
exploration and evaluation costs are detailed as
follows:
|
$’000
|
Committee Bay & Gibson
MacQuoid
|
Homestake Ridge
|
Peru1
|
Total
|
|
Assaying
|
$
107
|
$
24
|
$
16
|
$
147
|
|
Exploration
Drilling
|
26
|
-
|
-
|
26
|
|
Camp
cost, equipment and field supplies
|
194
|
24
|
340
|
558
|
|
Geological
consulting services
|
2
|
193
|
291
|
486
|
|
Geological
analysis
|
-
|
-
|
174
|
174
|
|
Permitting,
environmental and community costs
|
38
|
19
|
1,372
|
1,429
|
|
Expediting
and mobilization
|
5
|
-
|
10
|
15
|
|
Salaries
and wages
|
282
|
106
|
465
|
853
|
|
Fuel
and consumables
|
-
|
-
|
9
|
9
|
|
Aircraft
and travel
|
-
|
2
|
53
|
55
|
|
Share
based compensation
|
45
|
18
|
174
|
237
|
|
Total
for the nine months ended September 30, 2020
|
$
699
|
$
386
|
$
2,904
|
$
3,989
|
For the
nine months ended September 30, 2019 the Company’s
exploration and evaluation costs are detailed as
follows:
|
$’000
|
Committee Bay & Gibson
MacQuoid
|
Homestake Ridge
|
Peru
|
Total
|
|
Assaying
|
$
154
|
$
43
|
$
66
|
263
|
|
Exploration
drilling
|
353
|
-
|
-
|
353
|
|
Camp
cost, equipment and field supplies
|
273
|
136
|
223
|
632
|
|
Geological
consulting services
|
144
|
79
|
479
|
702
|
|
Geophysical
analysis
|
143
|
169
|
-
|
312
|
|
Permitting,
environmental and community costs
|
52
|
9
|
1,069
|
1,130
|
|
Expediting
and mobilization
|
102
|
26
|
24
|
152
|
|
Salaries
and wages
|
576
|
146
|
299
|
1,021
|
|
Fuel
and consumables
|
36
|
40
|
20
|
96
|
|
Aircraft
and travel
|
701
|
186
|
91
|
978
|
|
Share
based compensation
|
201
|
100
|
595
|
896
|
|
Total
for the nine months ended September 30, 2019
|
$
2,735
|
$
934
|
$
2,866
|
$
6,535
|
1 On
October 9, 2020, the Peruvian operations were spun out to two new
entities, Sombrero Resources Inc. and Tier One Metals Inc. as part
of the Transaction.
|
Fury Gold Mines Limited
Notes
to the Condensed Consolidated Interim Financial
Statements
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
17
Note 8: Share
capital
a)
Authorized
Unlimited
common shares without par value.
Unlimited
preferred shares - nil issued and outstanding.
ii.
On July 7, 2020,
the Company converted the Amended Bridge Loan (Note 5) to 1,318,877
(1,952,084 pre- consolidation) common shares at a price of $2.37
($1.60 pre-consolidation) per share. Of the aggregate shares
issues, 1,266,797 (1,875,000 pre-consolidation) were issued for the
$3,000,000 principal loan and 52,080 (77,084 pre-consolidation)
were issued in satisfaction of $123,000 of interest that accrued at
a rate of 10% per annum up to the date of the loan
amendment.
iii.
On February 6,
2020, the Company closed a non-brokered private equity placement
for gross proceeds of $15.0 million (“February 2020
Offering”) which was closed in two tranches and consisted of
6,333,984 (9,375,000 pre-share consolidation) common shares priced
at $2.37 ($1.60 pre-consolidation) per share.
Share
issue costs related to the February 2020 Offering totaled $247,000,
which included $59,000 in commissions, and $188,000 in other
issuance costs. A reconciliation of the impact of the February 2020
Offering on share capital is as follows:
|
|
|
Number of common shares
|
Impact on
share capital
|
|
|
Common
shares issued at $2.37 per share
|
|
6,333,984
|
$
15,000
|
|
|
Cash
share issue costs
|
|
-
|
(247)
|
|
|
Proceeds
net of share issue costs
|
|
6,333,984
|
$
14,753
|
|
iv.
During the nine
months ended September 30, 2020, 1,428,525 (2,114,375
pre-consolidation) shares were issued as a result of share options
being exercised with a weighted average exercise price of
approximately $2.19 ($1.48 pre- consolidation) for gross proceeds
of $3,128,438. An amount of $1,916,955 attributed to these share
options was transferred from the equity reserves and recorded
against share capital.
c)
Share
consolidation
On
October 9, 2020, as part of the Transaction, the Company
consolidated the 112,340,434 common shares outstanding as of that
date to 75,900,000 common shares in accordance with the terms of
the Transaction. Shares reserved under the Company’s equity
incentive plans and bonus warrants outstanding were adjusted to
reflect the share consolidation. The Company then issued 34,100,000
common shares to the Eastmain shareholders to acquire Eastmain
(Note 15). All shares and per share data presented in the
Company’s consolidated financial statements have been
retroactively adjusted to reflect the share consolidation unless
otherwise noted.
|
Fury Gold Mines Limited
Notes
to the Condensed Consolidated Interim Financial
Statements
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
18
Note 9: Share
option and warrant reserves
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
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.
The
continuity of the number of share options issued and outstanding
and the weighted average exercise price, adjusted for the share
consolidation which occurred on October 9, 2020, was as
follows:
|
|
Number of share options
|
Weighted average exercise price
|
|
Outstanding, December 31, 2018
|
4,192,253
|
$ 2.74
|
|
Granted
|
2,226,184
|
2.83
|
|
Exercised
|
(625,798)
|
0.92
|
|
Expired
|
(155,394)
|
3.45
|
|
Forfeited
|
(34,626)
|
2.80
|
|
Outstanding, December 31, 2019
|
5,602,619
|
$ 2.96
|
|
Granted
|
50,672
|
2.71
|
|
Exercised
|
(1,428,525)
|
2.19
|
|
Expired
|
(20,269)
|
2.90
|
|
Forfeited
|
(8,868)
|
2.90
|
|
Outstanding,
September 30, 2020
|
4,195,629
|
$
3.27
|
As at
September 30, 2020, the number of share options outstanding and
exercisable and the exercise price, adjusted for the share
consolidation which occurred on October 9, 2020, was as
follows:
|
|
Outstanding
|
Exercisable
|
|||||
|
Expiry date
|
Number of options
|
Exercise price
|
Remaining contractual life (years)
|
Number of options
|
Exercise price
|
Remaining contractual life (years)
|
|
|
June
20, 2021
|
1,398,544
|
$3.89
|
0.72
|
1,398,544
|
$3.89
|
0.72
|
|
|
Jan 10,
2022
|
297,275
|
4.77
|
1.28
|
297,275
|
4.77
|
1.28
|
|
|
June
20, 2023
|
292,553
|
2.10
|
2.72
|
292,553
|
2.10
|
2.72
|
|
|
June
26, 2023
|
405,375
|
2.10
|
2.74
|
405,375
|
2.10
|
2.74
|
|
|
Feb 7,
2024
|
124,991
|
2.01
|
3.36
|
124,991
|
2.01
|
3.36
|
|
|
Apr 9,
2024
|
1,621,500
|
2.90
|
3.53
|
1,397,699
|
2.90
|
3.53
|
|
|
Aug 21,
2024
|
47,294
|
2.69
|
3.89
|
35,470
|
2.69
|
3.89
|
|
|
Nov 20,
2024
|
57,428
|
2.69
|
4.14
|
14,357
|
2.69
|
4.14
|
|
|
June 1,
2025
|
50,672
|
2.71
|
4.67
|
19,002
|
2.71
|
4.67
|
|
|
|
4,195,632
|
$
3.21
|
2.34
|
3,885,266
|
$
3.24
|
2.23
|
|
|
Fury Gold Mines Limited
Notes
to the Condensed Consolidated Interim Financial
Statements
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
19
The
Company uses the fair value method of accounting for all
share-based payments to directors, officers, employees and other
service providers. During the three and nine months ended September
30, 2020 and 2019 the Company recognized share-based compensation
expense as follows:
|
$’000
|
Three
months ended
September
30,
|
Nine
months ended
September
30,
|
||
|
|
2020
|
2019
|
2020
|
2019
|
|
Recognized in net
loss and included in :
|
|
|
|
|
|
Exploration and
evaluation costs
|
$39
|
$231
|
$237
|
$896
|
|
Fees, salaries and
other employee benefits
|
73
|
504
|
397
|
1,900
|
|
Project
investigation costs
|
4
|
9
|
19
|
47
|
|
|
$116
|
$744
|
$653
|
$2,843
|
During
the three and nine months ended September 30, 2020, the Company
granted nil and 50,672 (75,000 pre-share consolidation) share
options, respectively, to directors, officers, employees and other
service providers. The weighted average fair value per option of
these share options was calculated as $1.33 ($0.90
pre-consolidation) using the Black-Scholes option valuation model
at the grant date.
During
the three and nine months ended September 30, 2019, the Company
granted 47,294 (70,000 pre-consolidation) and 2,070,790 (3,065,000
pre-consolidation) share options, respectively, to directors,
officers, employees and other service providers. The weighted
average fair value per option of these share options was calculated
as $.092 ($0.62 pre-consolidation) and $1.72 ($1.16
pre-consolidation), respectively, using the Black-Scholes option
valuation model at the grant date.
The
fair value of the share-based options granted during the three and
nine months ended September 30, 2020 and 2019 were estimated using
the Black-Scholes option valuation model with the following
weighted average assumptions:
|
|
Three
months ended
September
30,
|
Nine
months ended
September
30,
|
||
|
|
2020
|
2019
|
2020
|
2019
|
|
Risk-free interest
rate
|
-
|
1.35%
|
0.39%
|
1.60%
|
|
Expected dividend
yield
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Share price
volatility
|
-
|
53%
|
58%
|
62%
|
|
Expected forfeiture
rate
|
-
|
0%
|
0%
|
0%
|
|
Expected life in
years
|
-
|
3.30
|
4.90
|
4.32
|
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
purchase warrants
On
September 12, 2019, the Company issued 337,813 (500,000
pre-consolidation) warrants in connection with the Bridge Loan
(Note 5). The warrants have a term of three years from the date of
issue and each warrant is exercisable into one common share of the
Company at a price of $2.96 ($2.00 pre-consolidation) per common
share but could not be exercised until after the Maturity Date of
September 12, 2020. As the Bridge Loan was identified as a compound
instrument with debt and equity components, the fair value of the
share purchase warrants was determined as the residual value net of
deferred taxes after the fair value of the debt component was
determined.
|
Fury Gold Mines Limited
Notes
to the Condensed Consolidated Interim Financial
Statements
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
20
Note 10: Related
party balances and transactions
All
transactions with related parties have occurred in the normal
course of operations. All amounts are unsecured, non-interest
bearing and have no specific terms of settlement, unless otherwise
noted.
a)
Related
parties
|
$’000
|
Three months ended
September 30,
|
Nine months ended
September 30,
|
||
|
|
2020
|
2019
|
2020
|
2019
|
|
Universal Mineral
Services Ltd.
|
|
|
|
|
|
Exploration and
evaluation costs:
|
|
|
|
|
|
Committee
Bay and Gibson MacQuoid
|
$69
|
$97
|
$186
|
$264
|
|
Homestake
|
34
|
71
|
98
|
124
|
|
Peru
|
54
|
34
|
146
|
163
|
|
Fees, salaries and
other employee benefits
|
55
|
63
|
188
|
254
|
|
Legal and
professional fees
|
1
|
-
|
12
|
-
|
|
Marketing and
investor relations
|
31
|
21
|
92
|
61
|
|
Office and
administration
|
116
|
65
|
303
|
265
|
|
Project
investigation costs
|
135
|
7
|
170
|
22
|
|
Total transactions
for the period
|
$495
|
$358
|
$1,195
|
$1,153
|
Universal
Mineral Services Ltd., (“UMS”) is a private company
with a director in common with Fury Gold. Pursuant to an agreement
dated March 30, 2012, and as amended on December 30, 2015, UMS
provides geological, financial and transactional advisory services
as well as administrative services to the Company on an ongoing,
cost recovery basis. The agreement has an indefinite term and can
be terminated by either party upon providing due
notice.
The
outstanding balance owing at September 30, 2020, was $265,000
(December 31, 2019 – $235,000) and is included in accounts
payable. In addition, the Company had $150,000 on deposit with UMS
as at September 30, 2020 (December 31, 2019 - $150,000) and is
included in prepaid expenses and deposits.
b)
Compensation
of key management personnel
During
the period, compensation to key management personnel, being the
Company’s seven executives (six in 2019) and five
non-executive directors, was as follows:
|
$’000
|
Three months ended
September 30,
|
Nine months ended
September 30,
|
||
|
|
2020
|
2019
|
2020
|
2019
|
|
Short-term benefits
provided to executives
|
$248
|
$259
|
$1,571
|
$1,177
|
|
Directors fees paid
to non-executive directors
|
196
|
36
|
269
|
119
|
|
Share-based
payments
|
64
|
440
|
444
|
1,908
|
|
|
$508
|
$735
|
$2,284
|
$3,204
|
|
Fury Gold Mines Limited
Notes
to the Condensed Consolidated Interim Financial
Statements
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
21
Note 11:
Supplemental cash flow information
|
$’000
|
Three months ended September 30,
|
Nine months ended September 30,
|
||
|
|
2020
|
2019
|
2020
|
2019
|
|
Increase (decrease)
in cash related to:
|
|
|
|
|
|
Share issue costs
in accounts payable
|
$-
|
$76
|
$-
|
$76
|
|
Deferred
acquisition costs included in accounts payable
|
1,310
|
(11)
|
1,310
|
-
|
Note 12:
Segmented information
The
Company operates in one reportable operating segment, being the
acquisition, exploration and development of mineral resource
properties.
Geographic
segmentation of non-current assets is as follows:
|
September 30, 2020
|
Canada
|
Peru1
|
Total
|
|
Restricted
cash and cash equivalents
|
$
115
|
$
-
|
$
115
|
|
Prepaid
expenses and deposits, non-current
|
-
|
122
|
122
|
|
Equipment,
net
|
1,053
|
34
|
1,087
|
|
Mineral
property interests
|
35,287
|
8,949
|
44,236
|
|
|
$
36,455
|
$
9,105
|
$
45,560
|
|
December 31, 2019
|
Canada
|
Peru
|
Total
|
|
Restricted
cash and cash equivalents
|
$
115
|
$
-
|
$
115
|
|
Prepaid
expenses and deposits, non-current
|
-
|
149
|
149
|
|
Equipment,
net
|
1,202
|
70
|
1,272
|
|
Mineral
property interests
|
35,145
|
4,569
|
39,714
|
|
|
$
36,462
|
$
4,788
|
$
41,250
|
1 On October 9, 2020, the Peruvian operations were spun out to two
new entities, Sombrero Resources Inc. and Tier One Metals Inc. and
the shares of those entities were distributed by the Company to its
shareholders as part of the Transaction.
Note 13:
Loss per share
For the
three and nine months ended September 30, 2020 and 2019, the
weighted average number of shares outstanding and loss per share,
adjusted for the share consolidation which occurred on October 9,
2020, was as follows:
|
$’000
|
Three months ended September 30,
|
Nine months ended
September 30,
|
||
|
|
2020
|
2019
|
2020
|
2019
|
|
Net
loss
|
$
3,816
|
$
3,918
|
$
8,947
|
$
10,889
|
|
Weighted
average number of shares
outstanding
|
70,392,736
|
64,252,771
|
72,758,821
|
63,201,950
|
|
Basic
and diluted loss per share
|
$
0.05
|
$
0.06
|
$
0.12
|
$
0.17
|
All of
the outstanding share options and share purchase warrants at
September 30, 2020 and 2019 were anti-dilutive for the periods then
ended as the Company was in a loss position.
|
Fury Gold Mines Limited
Notes
to the Condensed Consolidated Interim Financial
Statements
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
22
Note 14:
Financial instruments
The
Company’s financial instruments consist of cash, marketable
securities, amounts receivable, deposits, accounts payable and
accrued liabilities. The fair values of these financial instruments
approximate their carrying values, unless otherwise
noted.
The
following summarizes fair value hierarchy under which the
Company’s financial instruments are valued:
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.
As at
September 30, 2020 and 2019 the only financial instruments measured
at fair value were the Company’s marketable securities, which
were classified under level 1 of the fair value hierarchy. The
Bridge Loan and then the Amended Bridge Loan, on initial
recognition, were measured at fair value under level 2 of the fair
value hierarchy and subsequently measured at amortized cost until
extinguishment. No transfer occurred between the levels during the
period.
The
Company’s financial instruments are exposed to credit risk,
liquidity risk, and market risks, which include currency risk and
interest rate risk. As at September 30, 2020 the primary risks were
as follows:
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.
Foreign currency
risk
The
Company is exposed to currency risk by having balances and
transactions in currencies that are different from its functional
currency (the Canadian dollar). As at September 30, 2020 and
December 31, 2019, the Company’s foreign currency exposure
related to its financial assets and liabilities held in US dollars
as follows:
|
$’000
|
September 30, 2020
|
December 31, 2019
|
|
Financial
assets denominated in foreign currencies
|
$
34
|
$
55
|
|
Financial
liabilities denominated in foreign currencies
|
(20)
|
(80)
|
|
Net
exposure
|
$
(14)
|
$
(25)
|
A 10%
increase or decrease in the US dollar exchange rate would not have
a material impact on the Company’s net loss.
ii.
Other price
risk
Other
price risk is the risk arising from the effect of changes in market
conditions on the Company’s marketable securities. The
Company is exposed to other price risk through its investment in
Bravada Gold Corporation (“BVA”), which is listed on
the TSX Venture Exchange.
A 10%
increase or decrease in the BVA share price would not have a
material impact on the Company’s net loss.
|
Fury Gold Mines Limited
Notes
to the Condensed Consolidated Interim Financial
Statements
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
23
Note 15:
Subsequent events
a)
As described under
Note 1, on October 9, 2020, the Company completed various steps as
part of the Transaction. The Company:
i.
transferred its
Peruvian assets to two newly incorporated subsidiary companies,
Tier One Metals and Sombrero Resources Inc. (collectively the
“Spincos”) and distributed the shares of the Spincos to
the Company’s shareholders;
ii.
consolidated its
shares by approximately 10:6.76 such that the 112,340,434 million
shares then outstanding were consolidated to 75,900,000
shares;
iii.
acquired Eastmain
by issuing 34,100,000 shares of the Company to the Eastmain
shareholders and the Company thereafter became Fury Gold (the
continuance of the formerly named public company Auryn Resources
Inc.);
iv.
received net
proceeds of $23 million subscription receipt financing which
resulted in the issuance of a further 7,750,000 common shares of
the Company, bringing the Fury Gold shares outstanding to
117,750,000 shares. The proceeds from the financing had been
conditional upon the successful shareholder approval of the
Transaction and were held in escrow until completion. Of the
subscription receipts sold, 5,000,000 were flow-through at a price
of $3.50 each and therefore the common shares issued are designated
as “flow-through shares” creating a flow through
obligation for the Company on this date.
b)
After the quarter
end, and up to the date of releasing these financial statements,
the Company issued 1,799,657 common shares as a result of share
option exercises.
|
Fury Gold Mines Limited
Notes
to the Condensed Consolidated Interim Financial
Statements
Unaudited
(tabular amounts expressed in thousands of Canadian dollars, except
per share amounts)
Three
and nine months ended September 30, 2020 and 2019
|
|
24
Exhibit 99.2

(An
exploration and development company)
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FURY GOLD MINES LIMITED
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020
Dated: November 12, 2020
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
|
Section 1: Highlights For The Nine Months Ended September 30, 2020
And The Period Up To November 12, 2020
|
3
|
|
|
1.1
|
Creation
of Fury Gold
|
3
|
|
1.2
|
Other
corporate highlights
|
3
|
|
1.3
|
Operational
highlights - Canada
|
4
|
|
1.4
|
Operational
highlights - Peru
|
5
|
|
Section 2: Date and forward-looking statements
|
5
|
|
|
2.1
|
Forward-looking
statements and risk factors
|
6
|
|
Section 3: Description of business
|
7
|
|
|
3.1
|
Impacts
of COVID-19
|
7
|
|
3.2
|
Committee
Bay and Gibson MacQuoid projects
|
8
|
|
3.2.1
|
Committee
Bay
|
8
|
|
3.2.2
|
Gibson
MacQuoid
|
10
|
|
3.3
|
Homestake
Ridge project
|
10
|
|
3.4
|
Peruvian
projects
|
17
|
|
3.4.1
|
Sombrero
|
17
|
|
3.4.2
|
Curibaya
|
18
|
|
3.4.3
|
Huilacollo
|
18
|
|
3.5
|
Qualified
persons and technical disclosures
|
19
|
|
Section 4: Selected annual financial information
|
22
|
|
|
Section 5: Discussion of operations
|
22
|
|
|
Section 6: Summary of Quarterly Results
|
25
|
|
|
Section 7: Financial position and liquidity and capital
resources
|
25
|
|
|
Section 8: Off-balance sheet arrangements
|
28
|
|
|
Section 9: Transactions with related parties
|
28
|
|
|
Section 10: Subsequent events
|
28
|
|
|
Section 11: Critical accounting estimates
|
29
|
|
|
Section 12: Changes in accounting policies including initial
adoption
|
30
|
|
|
Section 13: Financial instruments and other
instruments
|
31
|
|
|
Section 14: Other required disclosure
|
31
|
|
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
Section
1: Highlights For The Nine Months Ended
September 30, 2020 And The Period Up To November 12,
2020
■
Subsequent to the
end of the period under discussion, on October 9, 2020, Fury Gold
Mines Limited ("Fury Gold" or the "Company") announced the
completion of the previously reported transaction between Auryn
Resources Inc. ("Auryn") and Eastmain Resources Inc. ("Eastmain").
The transaction was completed as part of the arrangement described
in the Auryn Management Information Circular dated September 3,
2020 (the “Circular”) (actions together referred to as
the “Transaction”).
■
Pursuant to the
Transaction, Auryn transferred its Peruvian assets to two new
companies (Tier One Metals Inc. and Sombrero Resources Inc,
collectively the “Spincos”) and distributed its shares
of the Spincos to the Auryn shareholders.
■
Auryn consolidated
its shares by approximately 10:6.76, such that the 112,340,434
million shares then outstanding were consolidated to 75,900,000
shares. All share information in this document has been
retroactively adjusted for the effect of this share
consolidation.
■
Auryn acquired
Eastmain by issuing 34,100,000 Auryn shares to Eastmain
shareholders and Auryn thereafter became Fury Gold.
■
Fury Gold received
the net proceeds of a $23 million subscription receipt financing
which resulted in the issuance of a further 7,750,000 common
shares, bringing the capitalization of Fury Gold to 117,750,000
shares.
■
Fury Gold continues
to be listed on the TSX and NYSE American exchanges.
■
Mike Timmins has
been appointed as President and Chief Executive Officer, in
addition to being elected as a board director.
■
Following the
Transaction, the Company announced the appointment of Lynsey Sherry
as Chief Financial Officer. Dr. Sherry was formerly the Vice
President, Controller at Goldcorp and started at Fury's Toronto
office on November 9,2020, taking over from Elizabeth Senez, who
was acting as the Interim CFO.
1.2
Other
corporate highlights
■
On September 3,
2020, the Company announced the purchase of six Sombrero
copper-gold concessions in southern Peru that had been optioned in
2016 from Alturas Minerals S.A. (“Alturas”). The final
option payment of US$5,000,000 due to Alturas was reduced to
approximately US$3,000,000 in consideration of Auryn’s early
exercise of the option. Payment of the exercise price was satisfied
by the issuance of 743,187 (1,100,000 pre-consolidation) Auryn
common shares at a negotiated price of $4.29 per share ($2.90 per
share pre consolidation) and US$621,466 (C$814,120) in cash. The
shares are subject to a 4-month resale restricted period in Canada
and will not be registered in the United States.
■
On July 7, 2020,
the Company announced the conversion of the 2019 bridge loan
(“Bridge Loan”) by the loan holder (the
“Lender”) into common shares, thereby leaving the
Company debt-free. Pursuant to the loan amendment that was
completed on February 6, 2020, Auryn issued a total of 1,318,877
(1,952,084 pre-consolidation) common shares to the Lender at a
price of $2.37 ($1.60 pre-consolidation) per Auryn share. Of the
shares issued, 1,266,767 (1,875,000 pre-consolidation) shares were
issued for the $3 million principal loan and 52,080 (77,084
pre-consolidation) shares were issued for $123,000 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, that accrued at
a rate of 5% per annum from February 6, 2020 to the date of
conversion, was paid to the Lender in cash.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
3
■
On June 26, 2020,
the Company announced the appointment of Elizabeth Senez as Interim
Chief Financial Officer, effective July 1, 2020, for a period of up
to 14 months while Stacy Rowa takes maternity leave.
■
On June 17, 2020,
the Company announced that it was resuming exploration activities
at its Sombrero and Curibaya projects in southern Peru. The Company
has received approval from the Peruvian government to resume work
following a relaxation of restrictions that had been put in place
due to COVID-19.
■
On March 18, 2020,
the Company provided a corporate update and discussed its response
to concerns surrounding the COVID-19 pandemic, and its potential
impact on the Company’s business. The Company advised that
all of its office employees had been given the option to work from
home, while personnel in Peru had been recalled from the field due
to a 15 day government imposed lockdown in the country, which was
subsequently extended. The Company also announced its plans to
release an initial PEA on the Homestake Ridge project (see below)
and revised targets for its Committee Bay project in the coming
weeks.
■
On February 27,
2020, the Company completed a non-brokered private equity
placement, which closed in two tranches, for gross proceeds of
$15,000,000, by issuing 6,333,984 (9,375,000 pre-consolidation)
common shares priced at $2.37 ($1.60 pre-consolidation) per share
(the “February 2020 Offering”). A total of $59,000 was
paid in commissions. Proceeds from the 2020 Offering have been used
to fund continued surface exploration at its Sombrero and Curibaya
projects located in southern Peru and for general working
capital.
■
On February 6,
2020, concurrent with the closing of the first tranche of the
February 2020 Offering, the Company completed an amendment to the
September 2019 bridge loan (the “Bridge Loan
Amendment”) to provide certain conversion rights to both the
lender and the Company, as well as reducing the interest rate to 5%
from the date of the Bridge Loan Amendment.
1.3
Operational
highlights - Canada
■
On October 19,
2020, the Company announced that it had received the Permis
d’Intervention from the Department of Forets, Faune et Parcs
du Quebec, required for the initial 22 drill pads in the fully
funded 50-thousand-metre drill program at the Eau Claire project in
the James Bay region of Quebec. The drill permit received is for
the first 13,000 metres of a planned 25,000 metres of infill
drilling at the Eau Claire deposit. The program will initially
utilize two drills, the first of which started the infill program
earlier in November and the second will start expansion and
step-out drilling shortly.
■
On September 29,
2020, the Company announced 12 refined targets across the Committee
Bay gold belt in Nunavut 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 by the Company. The 2019
targeting breakthrough enabled Fury Gold to empirically determine
the system drivers that define high-grade across the
belt.
■
On May 20, 2020,
the Company announced a significant advancement in targeting
high-grade gold mineralization at the 100% owned Committee Bay gold
project in Nunavut. Fury Gold’s technical team analyzed
recent and historical drill results from across the 300-kilometre
greenstone belt and differentiated the geophysical conductivity
responses between high-grade and low-grade mineralization. This led
to revisiting a number of high potential targets across the belt
that are characterized by strong gold-in-till anomalies and
high-grade gold in outcrop or boulder trains but where historical
drilling has not yet explained the extensive high-grade
occurrences. In addition, undrilled targets were identified that
have both high-grade boulder and outcrop rock samples as well as
conductivity responses that are consistent with observed high-grade
mineralization in other areas of the belt.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
4
■
On April 15, 2020,
the Company announced a positive preliminary economic assessment
(“PEA”) for its Homestake Ridge gold project located in
northwestern British Columbia. Under the base case scenario, which
used a gold price of US$1,350 per ounce and a discount rate of 5%,
the project is estimated to generate a NPV of US$108 million and an
IRR of 23.6%. The Company has filed the NI43-101 PEA report (see
press release dated April 15, 2020 and www.sedar.com).
1.4
Operational
highlights - Peru
■
On February 28,
2020, the Company announced results from its initial surface
programs at the Curibaya project in southern Peru. The work
included a rock sampling program completed in Q4 2019 followed up
by a geological mapping and sampling program completed in early
2020.
■
On February 10,
2020, the Company received its environmental permit, the
Declaración de Impacto Ambiental (“DIA”), from the
Peruvian Ministry of Energy and Mines for its Sombrero copper-gold
project in Southern Peru.
■
On January 17,
2020, the Company confirmed the age of the intrusives directly
associated with mineralization at the Sombero copper – gold
skarn project in Southern Peru.
<
Refer to page 3 and
17 for
cautionary wording concerning forward-looking
information>
Section
2: Date and
forward-looking statements
This
Management Discussion and Analysis (“MD&A”) of Fury
Gold has been prepared by management to assist the reader to assess
material changes in the condensed consolidated interim financial
condition and results of operations of the Company as at September
30, 2020 and for the three and nine months then ended.
This
MD&A reviews the financial results of the Company for the nine
months ended September 30, 2020. Subsequent to this date, on
October 9, 2020, the Company experienced the transformative
corporate transaction discussed above with the spin out of its
Peruvian assets followed by the acquisition of Eastmain and the
completion of the $23 million equity financing.
Commentary
is made on the results for the period under review.
This
MD&A should be read in conjunction with the condensed
consolidated interim financial statements of the Company and
related notes thereto as at and for the nine months ended September
30, 2020 and 2019. The condensed consolidated interim financial
statements have been prepared in accordance with International
Accounting Standard (“IAS”) 34, “Interim
Financial Reporting” using accounting policies consistent
with International Financial Reporting Standards
(“IFRS” or “GAAP”) as issued by the
International Accounting Standards Board (“IASB”) and
Interpretations issued by the International Financial Reporting
Interpretations Committee (“IFRIC”). The accounting
policies followed in these condensed consolidated interim financial
statements are the same as those applied in the Company’s
most recent audited annual consolidated financial statements for
the year ended December 31, 2019, except as outlined in note 2 of
the September 30, 2020, condensed consolidated interim financial
statements. All financial information has been prepared in
accordance with IFRS and all dollar amounts presented are Canadian
dollars unless otherwise stated. Certain amounts presented in this
MD&A have been rounded.
The
effective date of this MD&A is November 12, 2020.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
5
2.1
Forward-looking
statements and risk factors
This
MD&A may contain “forward-looking statements” which
reflect the Company’s current expectations regarding the
future results of operations, performance and achievements of the
Company, including but not limited to statements with respect to
the Company’s plans or future financial or operating
performance, the estimation of mineral reserves and resources,
conclusions of economic assessments of projects, the timing and
amount of estimated future production, costs of future production,
future capital expenditures, costs and timing of the development of
deposits, success of exploration activities, permitting time lines,
requirements for additional capital, sources and timing of
additional financing, realization of unused tax benefits and future
outcome of legal and tax matters.
The
Company has tried, wherever possible, to identify these
forward-looking statements by, among other things, using words such
as “anticipate”, “believe”,
“estimate”, “expect”, “budget”,
or variations of such words and phrases or state that certain
actions, events or results “may”, “could”,
“would”, “might” or “will be
taken”, “occur” or “be
achieved”.
The
statements reflect the current beliefs of the management of the
Company and are based on currently available information.
Accordingly, these statements are subject to known and unknown
risks, uncertainties and other factors, which could cause the
actual results, performance, or achievements of the Company to
differ materially from those expressed in, or implied by, these
statements. These uncertainties are factors that include but are
not limited to risks related to international operations; general
economic conditions; public health crises such as the COVID-19
pandemic and other uninsurable risks; actual results of current
exploration activities and unanticipated reclamation expenses;
fluctuations in prices of gold and other commodities; fluctuations
in foreign currency exchange rates; increases in market prices of
mining consumables; possible variations in mineral resources, grade
or recovery rates; accidents, labour disputes, title disputes,
claims and limitations on insurance coverage and other risks of the
mining industry; delays in obtaining governmental approvals or
financing or in the completion of development or construction
activities; changes in national and local government regulation of
mining operations, tax rules and regulations, and political and
economic developments in countries in which the Company operates;
as well as other factors.
The
Company’s management periodically reviews information
reflected in forward-looking statements. The Company has and
continues to disclose in its MD&A and other publicly filed
documents, changes to material factors or assumptions underlying
the forward-looking statements and to the validity of the
statements themselves, in the period the changes occur. Historical
results of operations and trends that may be inferred from the
following discussions and analysis may not necessarily indicate
future results from operations.
The
operations of the Company are speculative due to the high-risk
nature of its business which is the exploration of mining
properties. For a comprehensive list of the risks and uncertainties
facing the Company, please see “Risk Factors” in the
Company’s most recent annual information form
(“AIF”). These are not the only risks and uncertainties
that Fury Gold faces. Additional risks and uncertainties not
presently known to the Company or that the Company currently
considers immaterial may also impair its business operations. These
risk factors could materially affect the Company's future operating
results and could cause actual events to differ materially from
those described in forward-looking statements relating to the
Company. Readers should refer to the risks discussed in the
Company’s AIF and MD&A for the year ended December 31,
2019, and subsequent continuous disclosure filings with the
Canadian Securities Administrators available at www.sedar.com and
the Company’s registration statement on Form 40-F filed with
the United States Securities and Exchange Commission and available
at www.sec.gov. These documents are for information purposes only
and not incorporated by reference in this MD&A. Additional
information relating to the Company and its operations can also be
found on the Company’s web site at aurynresources.com and furygoldmines.com.
For discussion regarding the Spincos, refer to sombreroresources.com
and tieronemetals.com.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
6
Section
3: Description of
business
Fury
Gold is a Canadian-focused exploration and development company,
positioned in three prolific gold mining regions. At the date of
this document, the Company has three flagship projects in Canada:
Eau Claire in Quebec, Homestake Ridge in British Columbia, and
Committee Bay in Nunavut.
Prior
to the Transaction, and for the entire period under discussion, the
Company did not own the Eau Claire gold project, and held projects
in Peru, including another flagship project, the Sombrero
copper-gold project located in southern Peru.
The
Company was incorporated under the British Columbia Business
Corporations Act on June 9, 2008, under the name Georgetown Capital
Corp. Subsequently on October 15, 2013, the Company changed its
name to Auryn Resources Inc., and again on October 9, 2020, to Fury
Gold Mines Limited. It is a reporting issuer in the provinces of
British Columbia, Ontario and Alberta. The Company is listed on the
Toronto Stock Exchange under the symbol FURY and on the NYSE
American under the US symbol FURY.
The
Company’s principal business activities include the
exploration and development of mineral resource properties. The
Company’s registered office is 1500-1055 West Georgia Street,
Vancouver, BC V6E 4N7 and the mailing address of the Company is
Suite 601, 34 King St. East, Toronto, ON M5C 2X8.
3.1
Impacts
of COVID-19
During
the second quarter of 2020, there were limitations of movement
across the globe. In March 2020, the Peruvian government mandated a
15-day lockdown of the country, and the Company recalled all
personnel from the field. In June, the Company received approval
from the Peruvian government to resume work activities at Sombrero
and Curibaya projects. Due to travel restrictions into Nunavut as
well as in respect for the local communities concerns over
COVID-19, the Company has informed the stakeholders at Committee
Bay that the Company will not conduct field operations in 2020. In
Quebec, where drilling activities recently commenced, the Company
is looking to implement COVID-19 screening for site personnel prior
to their arrival at the Eau Claire project to limit the risk of
infection in the camp.
The
situation in Canada with respect to the management of COVID-19
remains fluid and permitted activities are subject to change; the
Company is continually reviewing the situation along with
provincial and government guidelines and allowing work to be
undertaken once it is confident that it is safe for its employees
to do so.
While
the disruptions resulting from the pandemic caused some delay in
the Company’s planned goals for 2020, mainly related to its
inability to conduct field programs in Peru and Canada once
movement restrictions were mandated, management was still able to
continue with much of its planned activity. During the third
quarter, the Company advanced community liaison and progressed
survey activities at Sombrero, as well as moving forward on minor
road access and camp infrastructure projects at Curibaya. As the
situation surrounding COVID-19 continues to develop daily, the
Company will continue to monitor the situation closely and respond
appropriately.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
7
3.2
Committee
Bay and Gibson MacQuoid projects

Figure
1 – regional map showing the locations of the Committee Bay
and Gibson MacQuoid projects
3.2.1 Committee
Bay
The
Committee Bay Project comprises approximately 280,000 hectares
situated along the Committee Bay Greenstone Belt approximately 180
km 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 north-eastern Canada. The character and history of rock
packages, and the timing and nature of mineralization occurring
within the belt is 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.
Ownership
The
Committee Bay project is held 100% by the Company subject to a 1%
NSR on the entire project, and an additional 1.5% NSR payable on
only 7,596 hectares which is buyable within two years of the
commencement of commercial production for $2,000 for each one-third
(0.5%) of the NSR.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
8
Committee Bay Mineral resources
High-grade
gold occurrences are found throughout the 300 km strike length of
the Committee Bay project with the most advanced being the Three
Bluffs deposit that contains the mineral resource as listed in the
table below: *(refer to NI43-101 report dated May 31, 2017, as
amended October 23, 2017, filed under Auryn’s profile at
www.sedar.com).
|
Class
|
|
Cut off
grade (g/t Au)
|
Tonnes (t)
|
Gold
grade (g/t Au)
|
Contained
Au (oz)
|
|
Indicated
|
Near
Surface
Underground
|
3.0
4.0
|
1,760,000
310,000
|
7.72
8.57
|
437,000
86,000
|
|
|
|
|
2,070,000
|
7.85
|
524,000
|
|
Inferred
|
Near
Surface
Underground
|
3.0
4.0
|
590,000
2,340,000
|
7.56
7.65
|
144,000
576,000
|
|
|
|
|
2,930,000
|
7.64
|
720,000
|
Table 1: Three Bluffs indicated and inferred resource. See section
1.2.5 for cautionary language concerning mineral
resources.
The
Three Bluffs deposit remains open along strike and at depth. Future
programs will aim to significantly expand upon the current
resource.
Committee Bay 2020 Plans
Analysis
of 2019 Data and Targeting at Committee Bay
Through
the continued use of geophysics in the Company’s 2019
exploration program, the Company’s technical team made
significant advancements in their understanding of how to interpret
certain geophysical responses to better aid in targeting high-grade
gold mineralization on the property.
During
Q2 2020, the Company continued to analyze previous exploration data
focusing on conductivity and chargeability couplets. The
reprocessing and reinterpretation of geophysical data on a prospect
by prospect basis has been instrumental in developing new
exploration concepts and will lead to the development of future
targets. Sufficient fuel remains on site to complete a modest
program and therefore a spring mobilization program was not
necessary.
On May
20, 2020, the Company released initial results from the targeting
program at two prospects within the Committee Bay Project.
Re-interpretation of the electro-magnetic conductivity responses,
magnetics and geological data at Anuri has yielded a flat lying,
overturned recumbent fold geometry where the main fold hinge target
zone is buried at depth. Both boulder trains and previous drill
intercepts are interpreted to be associated with the limbs of this
fold that are believed to represent the lower grade portions of the
mineralized system. A second fold hinge target that has been
identified is at the undrilled Amautik prospect, which is
characterized by conductivity responses consistent with other
high-grade drilling on the Committee Bay belt. The geology at this
prospect corresponds with a folded iron formation with strong
geochemistry in rock samples with up to 15.7 g/t gold sourced
from the hinge zone of the fold. Both the Anuri and Amautik
prospect fold hinges will be advanced to drill stage by conducting
ground-based geophysical induced polarization surveys to identify
areas of high chargeability that coincide with high conductivity
responses.
On
September 29, 2020, the Company released twelve refined targets
that leveraged on the targeting breakthrough announced on May 20,
2020. Two principal target types have been derived through the
relationships between high conductivity responses and their
association with magnetic data. The two target types are defined as
(i) Iron formation hosted in sediments where highly conductive
responses are associated with sulphidation and subdued magnetic
responses are interpreted to represent demagnetization due to
hydrothermal alteration; (ii) Iron formation – Komatiite
couplets where high conductivity and high magnetic responses are
offset from each other. The twelve targets are located along the
Kalulik – Aiviq corridor, the Anuri area as well as in the
vicinity of the Three Bluffs Deposit. The gold-bearing systems
directing the targets have been derived either by drilling,
gold-bearing boulder trains or gold in till anomalies.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
9
As
noted above, due to travel restrictions into Nunavut as well as in
respect of the local communities concerns over COVID-19, the
Company has informed the stakeholders at Committee Bay that the
Company will not conduct field operations in 2020.
The
Company has initiated a COVID-19 support program in the nearby
community of Kugaaruk whereby nine community members identified
through discussions with the Kitikmeot Inuit Association and
Kugaaruk Income Support staff will receive two monthly credits at
the Co-Op for groceries.
The
Company was successful in extending all reporting and expenditure
requirements at Committee Bay for one year under the Nunavut Mining
Recorders office COVID-19 relief program.
3.2.2 Gibson
MacQuoid
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 120 km 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
north-eastern Canada. These gold bearing Archean greenstone belts
host deposits such as the Three Bluffs, Meadowbank, Amaruq, and
Meliadine deposits. In particular, the highly magnetic signature of
the Gibson MacQuoid Belt is consistent with the other productive
greenstone belts in the eastern Arctic that host large-scale gold
deposits.
The
Company was successful in extending all reporting and expenditure
requirements at Gibson MacQuoid for one year under the Nunavut
Mining Recorders office COVID-19 relief program.
3.3
Homestake
Ridge project
The
Homestake Ridge project is located in the prolific
Iskut-Stewart-Kisault gold belt in northwestern British Columbia,
Canada and covers approximately 7,500 hectares (Figure 2). The
project is host to a high-grade gold, silver, copper, lead resource
which remains open at depth and along strike.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
10

Figure 2: Illustrates the general location and access to
infrastructure at the Homestake Ridge project.
2020 Updated Mineral Resource Estimate and Preliminary Economic
Assessment
On
April 15, 2020, the Company announced the results of its initial
PEA prepared in accordance with National Instrument 43-101
(“NI 43-101”) by MineFill Services Inc. of Seattle, WA
with other contributors including Roscoe Postle Associates Inc.
(RPA), now part of SLR Consulting Ltd. (SLR), (QP for updated
mineral resource estimate) and One-Eighty Consulting Group
(environmental, permitting and social). The Company filed the
related PEA on SEDAR at www.sedar.com
in July 2020.
PEA Summary - Base Case
|
Net present value
(NPV 5%) after tax and mining duties
|
US$108
million
|
|
Internal
rate of return (IRR) after tax
|
23.6%
|
|
Pre-production
capital costs
|
US$88
million
|
|
After
tax payback period
|
36
months
|
|
All in
sustaining costs (AISC) per ounce gold
|
US$670
|
|
PEA
life of mine (LOM)
|
13
years
|
|
LOM
metal production gold equivalent ounces
|
590,040
AuEq ounces
|
|
LOM
average diluted head grade
|
6.42g/t
AuEq
|
|
Peak
year annual production (year three)
|
88,660
AuEq ounces
|
|
Average
LOM payable production
|
45,400
AuEq ounces
|
|
LOM
mineralized material mined
|
3.4
Million tonnes
|
|
Mining
scenario tonnes per day
|
900
tonnes
|
Table 2: Outlines the key results of the base case PEA which was
based on $1,350/oz gold, $12/oz silver, $3.00/pound copper,
$1.00/pound lead and an exchange rate of 0.70 (US$/C$). See section
1.2.5 regarding technical disclosures and cautionary language
concerning mineral resources.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
11
Updated Mineral Resource Estimate
The PEA
is based on an updated mineral resource estimate that was prepared
in-house by the Company and audited by RPA using block models
constrained to new geological wireframes. Grades for gold, silver,
lead, arsenic and antimony were estimated using Inverse Distance
(ID3) weighting. Two block models were constructed in Leapfrog Geo
Edge software: one for the Homestake Main and Silver deposits and
the other for South Reef.
The
updated mineral resource estimate was developed using a revised
geological model based on a complete re-log of the deposits that
defined the geometry of breccia bodies and vein arrays that were
successfully traced both laterally and vertically within the
deposits. These resulting geometries provided additional confidence
in tracing high-grade mineralization within the deposits. The
resource remains open for expansion at depth and along strike
(Figure 3). The updated mineral resource estimate, summarized in
Table 2 below, demonstrates higher grades with a decrease in tonnes
as compared to the previous resource estimate dated September 1,
2017 (detailed in a Canadian National Instrument 43-101 Technical
Report dated September 29, 2017 as amended October 23, 2017 and
filed on SEDAR) with overall metal content largely
unchanged.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
12
|
|
Average
Grade
|
Metal
Content
|
|||||||
|
Classification
|
TonnageMt
|
Gold g/t
|
Silverg/t
|
Copper %
|
Lead%
|
Goldoz
|
Silver Moz
|
Copper Mlb
|
LeadMlb
|
|
Total
Indicated
|
0.736
|
7.02
|
74.8
|
0.18
|
0.077
|
165,993
|
1.8
|
2.87
|
1.25
|
|
Total
Inferred
|
5.545
|
4.58
|
100.0
|
0.13
|
0.142
|
816,719
|
17.8
|
15.87
|
17.34
|
Table 3: Combined Main Homestake, Homestake Silver and South Reef
Resources at a 2 g/t AuEq cut-off as of December 31, 2019. See
section 1.2.5 regarding technical disclosures and cautionary
language concerning mineral resources
|
|
Average
Grade
|
Metal
Content
|
|||||||
|
Cut-off
g/t AuEq
|
TonnageMt
|
Goldg/t
|
Silverg/t
|
Copper%
|
Lead%
|
Goldoz
|
SilverMoz
|
CopperMlb
|
Lead Mlb
|
|
Total
Indicated
|
|||||||||
|
5.0
|
0.372
|
10.99
|
131.3
|
0.20
|
0.120
|
131,463
|
1.6
|
1.7
|
0.99
|
|
4.0
|
0.465
|
9.57
|
111.2
|
0.20
|
0.105
|
142,911
|
1.7
|
2.0
|
1.07
|
|
3.0
|
0.592
|
8.18
|
90.5
|
0.19
|
0.090
|
155,730
|
1.7
|
2.5
|
1.18
|
|
2.0
|
0.736
|
7.02
|
74.8
|
0.18
|
0.077
|
165,993
|
1.8
|
2.9
|
1.25
|
|
1.0
|
0.862
|
6.19
|
65.2
|
0.17
|
0.069
|
171,441
|
1.8
|
3.1
|
1.32
|
|
Total
Inferred
|
|||||||||
|
5.0
|
2.158
|
8.25
|
145.7
|
0.21
|
0.216
|
572,444
|
10.1
|
9.8
|
10.26
|
|
4.0
|
2.972
|
6.78
|
133.4
|
0.18
|
0.189
|
648,212
|
12.8
|
11.9
|
12.36
|
|
3.0
|
4.136
|
5.52
|
118.6
|
0.15
|
0.163
|
734,275
|
15.8
|
14.0
|
14.84
|
|
2.0
|
5.545
|
4.58
|
100.0
|
0.13
|
0.142
|
816,719
|
17.8
|
15.9
|
17.34
|
|
1.0
|
6.448
|
4.09
|
90.9
|
0.12
|
0.127
|
847,996
|
18.9
|
17.0
|
18.07
|
Table 4: Mineral Resource Sensitivity by Cut-Off Grade
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
13

Figure
3: Illustrates a long section of the Homestake Main and Homestake
Silver deposits demonstrating the deposits are open at depth and
along strike.
PEA Project Overview
To-date
the project has been investigated with more than 275 drill holes,
totaling more than 90,000 metres. In addition to the three known
zones of mineralization, multiple exploration targets remain to be
tested. The PEA envisions a 900 tonne per day underground mining
operation spanning a 13-year mine life based on a mine plan using a
gold price of US$1,300/oz. Mining would commence in the larger
Homestake Main zone first, followed by the Homestake Silver zone
around year six and finally the South Reef zone. The material would
be treated in a conventional crushing, grinding and flotation plant
to produce a copper concentrate, a lead/zinc concentrate and
finally a Au-Ag dore from cyanide leaching of regrind
tailings.
Mining and Processing
The
mine plan and production schedule were developed in Deswik mine
stope optimizer software (MSO). The principal mining method in the
MSO runs was overhand longhole retreat mining on 20-metre sublevel
intervals. The minimum mining width was 2.5 metres and a mining
cutoff grade of 3.5 g/t AuEq was used to develop the stope
wireframes. An ELOS (equivalent linear overbreak) of 0.25 metres
was added at the hanging-wall and footwall to account for
dilution.
Processing
of the Homestake Ridge mineralization is determined by the
difference in metal contents across the three deposits included in
the study. Given that 97% of the metal value is gold and silver,
the realization of the value of the Homestake Ridge deposits will
be dependent on the recovery of precious metals. Based on recent
metallurgical test work, the optimal processing stream appears to
be campaign processing of each deposit in sequence, rather than
blending. The flowsheet thus consists of an initial rougher
flotation to produce a base metal concentrate, followed by
secondary flotation to produce a pyrite concentrate. The pyrite
concentrate is then reground and subjected to cyanide leaching to
recover the remaining gold and silver in rougher
tailings.
The
Homestake Main mineralization would be processed first to produce a
copper concentrate rich in gold, then Homestake Silver to produce a
lead/zinc concentrate rich in silver and finally South Reef to
produce a gold concentrate. The metallurgical recoveries are
estimated to be 86% for gold, 74% for silver, 70% for copper and
66% for lead.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
14
Capital and Operating Costs
The
pre-production capital is estimated at US$88 million (CAD$126
million) with US$86 million (CAD$123 million) in sustaining
capital, primarily capitalized development underground. The PEA is
based on owner-operated equipment and manpower. A contingency of
15% has been applied to all direct costs. Details of the
pre-production and sustaining capital are shown on Table 5
below:
|
Expenditure
|
Initial
(US$M)
|
Sustaining
(US$M)
|
|
Mining
Equipment
|
$3.0
|
$2.1
|
|
Surface
mobile equipment
|
$3.5
|
$2.5
|
|
Capitalized
Underground Development
|
|
$66.4
|
|
Tailings
|
$8.4
|
|
|
Site
Development – Roads, Airport
|
$6.3
|
|
|
Camp
Facilities
|
$3.2
|
|
|
Site
Infrastructure
|
$3.5
|
|
|
Power
Supply
|
$8.4
|
|
|
Process
Plant
|
$26.2
|
|
|
Access
Upgrades – barge landing and roads
|
$2.1
|
|
|
EPCM
costs – 15% of directs
|
$8.7
|
|
|
Owner
Costs – 10% of directs
|
$5.8
|
|
|
Reclamation
– tailings
|
|
$3.5
|
|
Closure
|
|
$3.5
|
|
Water
Treatment
|
|
$1.4
|
|
Environmental
Permits/Baseline Data
|
$0.6
|
|
|
End of
Life Salvage
|
|
($3.5)
|
Table 5: Capital cost summary
|
Area
|
Unit Cost
(US$)
|
Life-of-Mine
(US$)
|
|
Mining
($/t mined)
|
$63.50
|
$182.9
million
|
|
Processing
($/t milled)
|
$21.00
|
$71.9
million
|
|
General
and Administration ($/t)
|
$14.00
|
$48.0
million
|
|
Environmental/Water
Treatment
|
$0.82
|
$2.8
million
|
|
Community/Social
|
$0.17
|
$0.6
million
|
|
Total
Operating Costs ($/t milled)
|
$89.39
|
$306.2
million
|
Table 6: Operating Cost Summary. Operating costs were developed
from unit costs for projects of a similar scale in Canada and
translated to USD at an exchange rate of 0.70
(US$/C$).
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
15
Project Economics and Sensitivity Analyses
The
following tables illustrate the PEA project economics and the
sensitivity of the project to changes in the base case metal
prices, operating costs and capital costs. As is typical with
precious metal projects, the project is most sensitive to metal
prices, followed by operating costs and initial capital
costs.
|
|
NPV at 0%
(US$M)
|
NPV at 5%
(US$M)
|
NPV at 7%
(US$M)
|
IRR
|
Payback
(Mo)
|
|
Before
Tax
|
$278
|
$170
|
$140
|
30.1%
|
26
|
|
After
Tax
|
$184
|
$108
|
$87
|
23.6%
|
36
|
Table 7: Project Economics at $1,350 Gold
|
|
Gold Price
(US$/oz)
|
Silver Price
(US$/oz)
|
NPV at 0%
(US$M)
|
NPV at 5%
(US$M)
|
IRR
|
Payback
(Mo)
|
|
40%
|
$1,890
|
$16.80
|
$373
|
$239
|
39.4%
|
31
|
|
30%
|
$1,755
|
$15.60
|
$326
|
$206
|
35.8%
|
32
|
|
20%
|
$1,620
|
$14.40
|
$278
|
$173
|
32.0%
|
33
|
|
10%
|
$1,485
|
$13.20
|
$231
|
$141
|
28.0%
|
34
|
|
Base
Case
|
$1,350
|
$12.00
|
$184
|
$108
|
23.6%
|
36
|
|
-10%
|
$1,215
|
$10.80
|
$137
|
$75
|
18.8%
|
40
|
|
-20%
|
$1,080
|
$9.60
|
$90
|
$42
|
13.2%
|
46
|
|
-30%
|
$945
|
$8.40
|
$39
|
$6
|
6.4%
|
75
|
Table 8: Metal Price Sensitivity – After-Tax
|
|
NPV at 0%
(US$M)
|
NPV at 5%
(US$M)
|
IRR
|
Payback
(Mo)
|
|
20%
|
$145
|
$82
|
20.1%
|
39
|
|
10%
|
$165
|
$95
|
21.9%
|
38
|
|
Base
Case
|
$184
|
$108
|
23.6%
|
36
|
|
-10%
|
$203
|
$121
|
25.3%
|
35
|
|
-20%
|
$223
|
$134
|
26.9%
|
35
|
Table 9: Operating Cost Sensitivity – After-Tax
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
16
|
|
NPV at 0%
(US$M)
|
NPV at 5%
(US$M)
|
IRR
|
Payback
(Mo)
|
|
20%
|
$149
|
$79
|
17.1%
|
43
|
|
10%
|
$167
|
$93
|
20.1%
|
40
|
|
Base
Case
|
$184
|
$108
|
23.6%
|
36
|
|
-10%
|
$201
|
$128
|
27.7%
|
34
|
|
-20%
|
$219
|
$137
|
32.5%
|
33
|
Table 10: Capital Cost Sensitivity – After-Tax
3.4
Peruvian
projects
As
noted above, on October 9, 2020, the Company spun out its Peruvian
projects to separate companies: Sombrero Resources Inc. and Tier
One Metals Inc. The following short summary is provided to assist
with understanding the discussion of the financial results of the
Company for the periods ended September 30, 2020.
3.4.1 Sombrero
The
Sombrero Project is located 340 kilometres SE of Lima in southern
Peru and is hosted in the interpreted western extension of the
Andahuaylas-Yauri belt. The Sombrero project consists of
approximately 130,000 hectares of mineral claims covering a number
of coincident gold and copper geochemical anomalies. The land
package was assembled through three separate option agreements,
Alturas, Mollecruz and Aceros, and a series of staking campaigns.
Further detail on these option agreements is available in the
Company’s MD&A for the year ended December 31,
2019.
During
the period of restricted movement in relation to COVID, the Company
has continued to have regular communications with the communities
and is actively working towards securing additional agreements with
other local communities and private land holders in order to expand
its access to other parts of the project area. The Company was also
able to provide much-needed support to the Huanca Sancos and
Lucanamarca communities during the health crisis by providing
essential food and other supplies to which they did not have access
during the shutdown.
Alturas Option
On
September 3, 2020, the Company announced the purchase of six
Sombrero copper-gold concessions that had been optioned from a
Peruvian subsidiary of Alturas where the final option payment of
US$5,000,000 due to Alturas was reduced to approximately
US$3,000,000 in consideration of early exercise of the option.
Payment was made through the issuance of 743,187 (1,100,000
pre-consolidation) Auryn common shares negotiated at $4.29 per
share ($2.90 pre-consolidation) and US$621,466 in cash. The option
agreement with Alturas was thereby extinguished.
Mollecruz Option
Effective
May 20, 2019, the Company formally declared the existence of a
force majeure event under the Mollecruz Option as the Company has
been unable to reach an access agreement with the local community
in order to commence work in the region. The declaration of force
majeure has deferred the Company’s obligation to make the
June 22, 2019, property payment and any subsequent property
payments and work expenditures for a maximum of 24 months from the
declaration date. The Company has continued to have active and open
communications with the community in an effort to better inform
community members about work plans and address those concerns that
may be hindering the Company from obtaining access in this
particular area.
Following
the shut down in response to the COVID-19 pandemic, on June 17,
2020 the Company received approval from the Peruvian government to
resume work activities at Sombrero. The work plan during the third
quarter of 2020 at Sombrero consisted of continuing the drill
permitting process and working with the Huanca Sancos community to
deliver a positive outcome for the Consulta Previa process to
ensure support of the Company’s drill program at the Sombrero
Main target area.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
17
3.4.2 Curibaya
The
Curibaya project covers approximately 11,000 hectares and is
located 48 km from the provincial capital of Tacna and is
accessible by road. Since acquiring the Sambalay and Salvador
concessions in August 2019, the Company completed a first-pass
reconnaissance rock sampling program in Q4 2019 which sampled
high-grade mineralization throughout a 1.5 km by 4.5 km quartz
– sericite – pyrite alteration system. This was
followed up with geological mapping and additional rock and channel
sampling in early 2020. The goal of the exploration to date has
been to gain a better understanding the spatial distribution of
high-grade mineralization throughout the alteration system as well
as confirming results from historical rock samples.
The
Company’s ongoing exploration program selectively sampled
veins in previously unsampled areas and in doing so identified a
new zone of mineralization approximately one kilometre to the
northeast of previous sampling extending the alteration system to a
4 km by 4 km area. Through geological mapping a series of rhyolite
to dacite flow dome complexes have been identified which the
Company believes may be the sources of the widespread, high-grade
precious metal veins sampled to date. In addition, a float sample
800 metres to the northeast returned grades of up to 9,180g/t
silver and 42.6g/t gold. On June 17, 2020 the Company received
approval from the Peruvian government to resume work activities at
Curibaya.
3.4.3 Huilacollo
The
Huilacollo property, located in the Tacna province of southern
Peru, comprises 2,000 hectares of intense hydrothermal alteration
over a 4 by 6 km area that is consistent with epithermal Au/Ag
mineralization. Effective April 3, 2020, the Company declared force
majeure under its Huilacollo option as a result of the COVID-19
shutdown in Peru, and the Company deferred the option payment that
was otherwise due May 11, 2020 until July 2020 when it was then
paid.
3.5
Indigenous
and Community Relations
The
pursuit of environmentally sound and socially responsible mineral
development guides all of the Company’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 of its
projects.
The
Company considers sustainability to include the pursuit of three
mutually reinforcing pillars: environmental and cultural heritage
protection; social and community development; and economic growth
and opportunity. The Company assesses the environmental, social and
financial benefits and risks of all our business decisions and
believes this commitment to sustainability generates value and
benefits for local communities and shareholders alike.
The
Company places a priority on creating mutually beneficial,
long-term partnerships with the communities and countries in which
it operates, and with its shareholders, respecting their interests
as its own. At the community level, the Company works to establish
constructive partnerships to address and contribute to local
priorities and interests and ensure that local people benefit both
socially and economically from its activities.
The
Company has undertaken early and ongoing engagement with respect to
the Homestake Ridge gold project since January 2017. Engagement
goals include providing First Nations, residents of nearby
communities and other regional interests with corporate and
project-related information, details of work programs and other
activities being undertaken in the field, project updates and
opportunities for feedback and local involvement in the Homestake
Ridge project.
|
Fury Gold Mines LimitedManagement’s Discussion and
Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
18
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
Members
of local First Nation communities comprise approximately 40% of the
Company’s Homestake Ridge project team. Two of our primary
contractors are companies that are owned by First Nation
individuals. The Company and the Nisga’a Lisims Government
entered into a Confidentiality Agreement in January 2020. The
parties look forward to a collaborative relationship based on
mutual respect and a desire for economic prosperity generated by
responsible natural resource development in British
Columbia.
The
Company filed a NI 43-101 PEA report on SEDAR on June 24, 2020.
Plans for 2020 are still being developed for the Homestake Ridge
project and will take into consideration the conclusions and
recommendations of the preliminary economic assessment. A revised
PEA report was filed on SEDAR on July 21, 2020 reflecting some
minor wording changes.
The BC
Chief Gold Commissioner pursuant to section 66 of the Mineral Tenure Act, extended all
reporting and expenditure requirements until December 31, 2020 for
mineral titles.
Michael
Henrichsen, P. Geo., Senior Vice President, Exploration, of the
Company, is the Qualified Person with respect to the technical
disclosures in this MD&A. As noted above, the Peru projects
were distributed to shareholders on October 9, 2020, and as they
are not part of the Company at the date of this report are not
included in this disclosure.
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 the
SEDAR on May 31, 2017 as amended October 23, 2017).
Homestake
Ridge Updated Resource Estimate and Preliminary Economic
Assessment
The
Homestake Ridge updated mineral resource estimate was prepared
internally and audited by RPA and is effective December 31, 2019.
Canadian Institute of Mining, Metallurgy and Petroleum (CIM)
Definition Standards for Mineral Resources and Mineral Reserves
dated May 10, 2014 (CIM (2014) definitions), as incorporated by
reference in National Instrument 43-101 (“NI 43-101”),
were followed for Mineral Resource estimation. Mineral Resources
are estimated at a cut-off grade of 2.0 g/t AuEq and AuEq
values were calculated using a long-term gold price of US$1,300 per
ounce, silver price at US$20 per ounce and copper price at US$2.5
per pound and an exchange rate of US$/C$1.20. The AuEq calculation
included provisions for metallurgical recoveries, treatment
charges, refining costs and transportation. Bulk density ranges
from 2.69 t/m3 to 3.03 t/m3, depending on the
domain. Differences may occur in totals due to rounding. The
Qualified Person responsible for this mineral resource estimate is
Philip A. Geusebroek, P. Geo., RPA.
The
updated resource estimate is included in the Company’s PEA
which, in accordance with NI 43-101, the Company filed on SEDAR at
www.sedar.com on June 24, 2020. The PEA was prepared in accordance
with NI 43-101 by MineFill Services Inc. of Seattle, WA with other
contributors including RPA (per above), and One-Eighty Consulting
Group (environmental, permitting and social).
|
Fury Gold Mines LimitedManagement’s Discussion and
Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
19
The
Company cautions that the PEA is preliminary in nature in that it
includes Inferred Mineral Resources which are considered too
speculative geologically to have the economic considerations
applied to them that would enable them to be characterized as
mineral reserves, and there is no certainty that the PEA will be
realized. Mineral resources that are not mineral reserves do not
have demonstrated economic viability.
Forward
Looking Information and Additional Cautionary Language related to
the PEA
Certain
information contained in this disclosure contains forward-looking
statements and information, including those disclosures in relation
the economic analyses for the Homestake Ridge Gold Project and its
potential for development and expansion, the anticipated IRR and
NPV for the project, capital and operating costs, processing and
recovery estimates and strategies, proposed mining method and
development plans, mineral resource estimates and statements as to
management's expectations with respect to, among other things, the
matters and activities contemplated in this
disclosure.
Such
forward looking statements are necessarily based upon a number of
factors and assumptions that, while considered reasonable by the
Company as of the date of such statements, are inherently subject
to significant business, economic and competitive uncertainties and
contingencies. The assumptions made by the Company in preparing the
forward looking statements contained in this disclosure, which may
prove to be incorrect, include, but are not limited to: the
specific assumptions set forth above and in the Technical Report;
that the Company is able to develop the property in the manner set
out in the Technical Report; that the Company is able to advance
the property through to feasibility; that if viable, the Company is
able to obtain all necessary permits to develop the mine on the
property; that the Company is able to complete the consultation
with the Indigenous people in the area of that Homestake Ridge Gold
Project; that the exchange rate between the Canadian dollar, and
the United States dollar remain consistent with current levels or
as set out in this press release; that prices for gold and silver
remain consistent with the Company's expectations; that prices for
key mining supplies, including labour costs and consumables, remain
consistent with the Company's current expectations; that
Company’s current estimates of mineral resources, mineral
grades and mineral recovery are accurate; and that there are no
material variations in the current tax and regulatory environment.
Many factors, known and unknown, could cause the actual results to
be materially different from those expressed or
implied.
By its
nature, forward-looking information is subject to inherent risks
and uncertainties that may be general or specific and which give
rise to the possibility that expectations, forecasts, predictions,
projections or conclusions will not prove to be accurate, that
assumptions may not be correct and that objectives, strategic goals
and priorities will not be achieved. Factors that could cause
future results or events to differ materially from current
expectations expressed or implied by the forward-looking statements
include: availability of financing to fund the Company’s
exploration and development activities, the ability of the
Company’s exploration program to identify and expand mineral
resources, operational risks in exploration and development for
gold and silver, the Company’s ability to realize the PEA,
delays or changes in plans with respect to exploration or
development projects or capital expenditures, uncertainty as to
calculation of mineral resources, changes in commodity and power
prices, changes in interest and currency exchange rates, the
ability to attract and retain qualified personnel, inaccurate
geological and metallurgical assumptions (including with respect to
the size, grade and recoverability of mineral resources), changes
in development or mining plans due to changes in logistical,
technical or other factors, title defects, government approvals and
permits, cost escalation, changes in general economic conditions or
conditions in the financial markets, environmental regulation,
operating hazards and risks, delays, taxation rules, competition,
public health crises such as the COVID-19 pandemic and other
uninsurable risks, liquidity risk, share price volatility, dilution
and future sales of common shares, aboriginal claims and
consultation, cybersecurity threats, climate change, delays and
other risks described in the Company’s documents filed with
Canadian and U.S. securities regulatory authorities. Readers should
refer to the risks discussed in the Company’s Annual
Information Form and MD&A for the year ended December 31, 2019,
and subsequent continuous disclosure filings with the Canadian
Securities Administrators available at www.sedar.com and the
Company’s registration statement on Form 40-F filed with the
United States Securities and Exchange Commission and available at
www.sec.gov. Readers should not
place undue reliance on forward looking statements.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
20
Cautionary
Note to United States Investors concerning Estimates of Measured,
Indicated and Inferred Resource Estimates
This
disclosure uses the terms “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 Standards”), adopted by the CIM Council, as
amended. However, these terms are not defined terms under Industry
Guide 7 (“Industry Guide 7”) under the United States
Securities Act of 1933, as amended, and, until recently, have not
been permitted to be used in reports and registration statements
filed with the U.S. Securities and Exchange Commission (the
“SEC”). 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, 2019 (the “SEC Modernization Rules”) with
compliance required for the first fiscal year beginning on or after
January 1, 2021. The SEC Modernization Rules replace the historical
disclosure requirements for mining registrants that were included
in SEC Industry Guide 7.
United
States investors are cautioned that there are differences in the
definitions under the SEC Modernization Rules and the CIM
Standards. Accordingly, there is no assurance any mineral reserves
or mineral resources that the Company may report as
“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
“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.
Accordingly, investors are cautioned not to assume that any
“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. In addition,
United States investors are cautioned that a preliminary economic
assessment 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 disclosure 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.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
21
Section 4:
Selected annual financial information
|
$’000
|
Year
ended
|
Year
ended
|
Year
ended
|
|
|
December 31, 2019
|
December 31, 2018
|
December 31, 2017 (Restated1)
|
|
Comprehensive
loss for the period
|
$
14,136
|
$
17,389
|
$
36,578
|
|
Net
loss for the period
|
$
13,933
|
$
17,674
|
$
36,500
|
|
Basic
and diluted loss per share
|
$
0.15
|
$
0.21
|
$
0.48
|
|
Total
assets
|
$
42,962
|
$
43,523
|
$
43,759
|
|
Total
long-term liabilities
|
$2,134
|
$1,891
|
$
1,662
|
1 Restated
for change in accounting policy as disclosed in note 4 of the
Company’s audited annual consolidated financial statements
for the year ended December 31, 2018.
The
Company generated no revenues from operations during the above
periods.
Section
5: Discussion of
operations
Three months ended September 30, 2020 and 2019 (Q3 2020 vs. Q3
2019)
During
the three months ended September 30, 2020, the Company reported a
comprehensive loss of $3,835,000 and loss per share of $0.05,
compared to a comprehensive loss of $3,871,000 and loss per share
of $0.06 for the same period in 2019. Significant variances within
operating expenses and other expenses, which in combination
resulted in the $136,000 decrease in the current period’s
loss, are discussed as follows:
Operating
expenses
■
Exploration and
evaluation costs in Q3 2020 were $2,164,000 compared to $3,335,000
in Q3 2019, a decrease of $1,171,000, driven almost entirely by the
lower activity as a result of COVID-19. The costs of summer
exploration activities in Canada incurred in Q3 2019 did not recur
in Q3 2020.
■
Following
expenditure rationalization through 2019, a lower volume of options
were issued and therefore the share based compensation decreased by
$628,000 compared to the same period in 2019.
Other
expenses and income
■
Flow through
premium amortization of $733,000 in the third quarter of 2019 did
not recur in the third quarter of 2020 as these obligations had
been fully amortized earlier in 2020.
■
A loss of $65,000
on the derecognition of the Amended Bridge Loan in Q3 2020 did not
occur in the comparative period in 2019 as this arrangement was
established in September 2019.
Nine months ended September 30, 2020 and 2019 (YTD 2020 vs. YTD
2019)
During
the nine months ended September 30, 2020, the Company reported a
comprehensive loss of $8,762,000 and loss per share of $0.12
compared to a comprehensive loss of $11,010,000 and loss per share
of $0.17 for the same period in 2019. The $2,248,000 decrease in
comprehensive loss in the current period is driven by a $2,546,000
decrease in the exploration and evaluation costs. In addition to
the variance drivers discussed above affecting the three month
period ended September 2020 compared to the same period in 2019,
during the nine month period the Company also incurred a $159,000
expense relating to the amendment of the Bridge Loan in Q1 2020, as
well as interest on the loan of $259,000 which ceased on the
extinguishment on July 7, 2020.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
22
Summary of Project Costs
During
the nine months ended September 30, 2020, the Company incurred
mineral property acquisition costs primarily in relation to the
acquisition of the Alturas option at the Sombrero Project, and
$3,989,000 in exploration and evaluation costs on its
projects.
|
$’000
|
Committee Bay &
Gibson MacQuoid
|
Homestake
Ridge
|
Peru
|
Total
|
|
Mineral Property Acquisition Costs
|
|
|
|
|
|
Balance
as at December 31, 2019
|
$
19,085
|
$
16,060
|
$
4,569
|
$
39,714
|
|
Additions
|
-
|
-
|
4,246
|
4,246
|
|
Change
in estimate of provision for site
reclamation
and closure
|
142
|
-
|
-
|
142
|
|
Currency
translation adjustment
|
-
|
-
|
134
|
134
|
|
Balance
as at September 30, 2020
|
$
19,227
|
$
16,060
|
$
8,949
|
$
44,236
|
|
$’000
|
Committee Bay &
Gibson MacQuoid
|
Homestake
Ridge
|
Peru
|
Total
|
|
Exploration and evaluation costs
|
|
|
|
|
|
Assaying
|
$
107
|
$
24
|
$
16
|
$
147
|
|
Exploration
Drilling
|
26
|
-
|
-
|
26
|
|
Camp
cost, equipment and field supplies
|
194
|
24
|
340
|
558
|
|
Geological
consulting services
|
2
|
193
|
291
|
486
|
|
Geophysical
analysis
|
-
|
-
|
174
|
174
|
|
Permitting,
environmental and community costs
|
38
|
19
|
1,372
|
1,429
|
|
Expediting
and mobilization
|
5
|
-
|
10
|
15
|
|
Salaries
and wages
|
282
|
106
|
465
|
853
|
|
Fuel
and consumables
|
-
|
-
|
9
|
9
|
|
Aircraft
and travel
|
-
|
2
|
53
|
55
|
|
Share
based compensation
|
45
|
18
|
174
|
237
|
|
Total
for the nine months ended September 30, 2020
|
$ 699
|
$ 386
|
$ 2,904
|
$ 3,989
|
|
Fury Gold Mines LimitedManagement’s Discussion and
Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
23
Future operations and 2020 expenditure forecast
Following
the completion of the Transaction in October 2020, as highlighted
above, the Company has a comprehensive plan for exploration at the
flagship projects, starting with the Eau Claire gold project in
Quebec. An Eau Claire drill campaign commenced earlier in November
2020 and the Company will communicate the results as they become
known and verified.
The
Company’s business objectives with respect to the flagship
projects for the next twelve to eighteen months are to focus on
advancing exploration work, with planned expenditure of
approximately $20 million for the purpose of advancing the
exploration work.
The Company’s 2020 business objectives are outlined
below:
■
Eau Claire: The Company plans
to complete a 50,000-metre drill program, which started in the
first week of November 2020 continuing through 2021. Drilling at
Eau Claire will comprise of 25,000 metres of infill drilling and a
further 25,000-metres of exploration drilling, targeting the
one-kilometre down plunge extension east of the Eau Claire deposit
as well as untested targets within the seven-kilometre deposit
trend. The goal of the deposit expansion program is to upgrade the
resource from inferred to indicated category at the southeastern
limit of the deposit as well as add additional ounces between
currently defined resource blocks. While the goal of the
exploration drill program is to identify additional mineralization
within the deposit trend, the 2021 program will incorporate
environmental, geotechnical and metallurgical aspects in order to
advance the project on all fronts.
■
Homestake Ridge: Following on
from the publication of the PEA in June 2020, the Company has a
plan to complete a 20,000-metre drill program in the second half of
2021 to test resource expansion potential along strike and at
depth. The 2021 program will incorporate environmental,
geotechnical and metallurgical aspects in order to advance the
project on all fronts.
■
Committee Bay: The Company has
identified 12 targets across the Committee Bay gold belt and is
planning for a 10,000-metre drill program in mid 2021 focusing on
extensions to the Three Bluffs deposit as well as regional
greenfield targets.
The
Company’s capital following the recent subscription receipt
financing (which closed in October 2020 following the conversion to
common shares) ensures there are sufficient funds available for the
next 12 months to complete committed activities, which will drive
forward the exploration programs for the aforementioned flagship
projects in Canada.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
24
Section
6: Summary of Quarterly
Results
|
$’000
Three months
ended
|
Interest
income
|
Net
loss
|
Comprehensive
loss
|
Loss per
share
|
|
|
$
|
$
|
$
|
$ per
share
|
|
September
30, 2020
|
14
|
3,659
|
3,675
|
0.03
|
|
June
30, 2020
|
19
|
2,575
|
2,756
|
0.03
|
|
March
31, 2020
|
32
|
2,556
|
2,171
|
0.04
|
|
December
31, 2019
|
10
|
2,990
|
3,072
|
0.04
|
|
September
30, 2019
|
14
|
3,918
|
3,871
|
0.06
|
|
June
30, 2019
|
19
|
5,045
|
5,139
|
0.07
|
|
March
31, 2019
|
1
|
1,926
|
2,000
|
0.03
|
|
December
31, 2018
|
33
|
2,351
|
2,166
|
0.04
|
During
the last eight quarters, the Company’s net loss has ranged
between $5,045,000 and $1,926,000. In the time period reflected,
the largest losses are generally recorded in the second and third
quarters each year due to the timing of option grants, which
typically occur in the second quarter, and the Company’s
summer exploration programs at its Canadian projects, which occur
during the third quarter.
Section
7: Financial position and liquidity and capital
resources
|
$’000
|
September 30,
2020
|
December 31,
2019
|
|
Cash,
restricted cash, and cash equivalents
|
$
7,760
|
$
775
|
|
Mineral
property interests
|
$
44,236
|
$
39,714
|
|
Current
liabilities
|
$
2,173
|
$
4,005
|
|
Non-current
liabilities
|
$
2,298
|
$
2,134
|
As at
September 30, 2020, the Company had unrestricted cash of $7,645,000
(December 31, 2019 - $660) and a working capital balance of
$9,704,000 (December 31, 2019 working capital deficit - $2,293).
Contractual obligations as at September 30, 2020, are reflected in
the table below and include accounts payable and accrued
liabilities of $2,173,000.
|
Contractual
Obligations as of September 30, 2020 (in $’000s)
|
Due
|
Amount
|
|
Accounts
payable and accrued liabilities
|
Invoice
terms
|
$
1,128
|
|
Total
|
|
$ 1,128
|
During
the three and nine months ended September 30, 2020, the Company
used cash of $5,301,000 and $9,683,000, respectively, in operating
activities compared to $3,412,000 and $8,195,000, respectively in
the same periods in 2019. The cash outflow in the three month
period in 2020 was higher than the same period in 2019 due to large
prepayments during the quarter on costs relating to the
Transaction. However cash outflow for the nine month period in 2020
was lower than the same period in 2019 mainly due to the lower
exploration activity as detailed above.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
25
During
the three and nine months ended September 30, 2020, the Company
used cash in investing activities of $1,194,000 and $1,145,000,
respectively as compared to $466,000 and $808,000, respectively in
the comparable period of 2019. This increase was primarily due to
mineral property acquisitions in Peru.
In
February 2020, the Company closed a non-brokered equity private
placement of common shares for gross proceeds of $15 million,
driving cash inflow from financing activities for the first nine
months of 2020 of $17,813,000. For the same period in 2019, the
Company completed a private placement of common shares which
generated gross proceeds of $5,255,000 which drove cash inflow from
financing activities for the first nine months of 2019 of
$10,464,000.
For the
three months ended September 30, 2020, the Company generated
$2,842,000 from financing activities relating to option exercises,
offset in part by costs of share issuances and final interest
payment on the Bridge Loan. This compares to cash generated by
financing activities of $4,859,000 in the same three months in 2019
mainly due to the receipt of a $3 million Bridge Loan in September
2019.
Capital Resources
February
2020 Private Placement and Bridge Loan Amendment
In
February 2020, the Company closed a non-brokered equity private
placement for gross proceeds of $15 million (“February 2020
Offering”) which was closed in two tranches and consisted of
6,333,984 common shares priced at $2.37 per share ($1.60
pre-consolidation), and total insider participation of 183,686
shares for proceeds of $435,000. A total of $59,000 was paid in
commissions . Share issue costs related to the February 2020
Offering totalled $239,000. A reconciliation of the impact of the
February 2020 Offering on share capital is as follows (all share
amounts and prices adjusted for the share consolidation on October
9, 2020):
|
|
Number of common
shares
|
Impact on share
capital
(in
$’000s)
|
|
| Common shares issued at $2.37 per share |
6,333,984
|
$
15,000
|
|
|
Cash
share issue costs
|
-
|
(247)
|
|
|
Proceeds
net of share issue costs
|
6,333,984
|
$
14,753
|
|
Bridge
Loan, Amendment and Conversion
In
September 2019, the Company entered the Bridge Loan facility for $3
million which incurred interest at 10%, payable annually or on
repayment of the principal, and had a term of one year from the
date of advancement (the “Maturity Date”), however,
could be repaid without penalty at any time after 90 days of
advancement at the discretion of the Company. The Bridge Loan was
secured by a first charge general security agreement over all of
the Company’s present and future assets.
Concurrent
with the closing of the first tranche of the February 2020
Offering, on February 5, 2020, the Company entered the Bridge Loan
Amendment which provided mutual conversion rights to the lender and
the Company, and also reduced the annual interest rate from 10% to
5% from the date of amendment. Under the terms of the Bridge Loan
Amendment, the lender had the right to convert the $3 million of
principal that had been advanced to-date, and $123,000 of interest
that had accrued to-date (the “Amended Bridge Loan”),
into common shares at the price of $2.37 ($1.60
pre-consolidation).
On July
7, 2020, the Lender converted the Bridge Loan to equity and
therefore the arrangement was cancelled, and the related security
was discharged.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
26
Exercise
of Share Options
During
the nine months ended September 30, 2020, 1,428,525 shares were
issued as a result of share options being exercised with a weighted
average exercise price of approximately $2.19 ($1.48
pre-consolidation) for gross proceeds of $3,128,000. Attributed to
these share options, fair value of $1,917,000 was transferred from
the equity reserves and recorded against share
capital.
Other
sources of funds
As at
September 30, 2020, the other sources of funds potentially
available to the Company are through the exercise of outstanding
share options and share purchase warrants with terms as noted
below.
Share
options
Note
that following the Transaction, including the share consolidation,
the number and exercise price of options were adjusted for the
consolidation ratio. As at September 30, the share options
outstanding were as follows:
|
|
Outstanding
|
Exercisable
|
||||
|
Expiry
date
|
Number
of options
|
Exercise
price
|
Remaining
contractual life (years)
|
Number
of options
|
Exercise
price
|
Remaining
contractual life (years)
|
|
Jun 20,
2021
|
1,398,544
|
$
3.89
|
0.72
|
1,398,544
|
$
3.89
|
0.72
|
|
Jan 10,
2022
|
297,275
|
4.77
|
1.28
|
297,275
|
4.77
|
1.28
|
|
Jun 20,
2023
|
192,553
|
2.10
|
2.72
|
192,553
|
2.10
|
2.72
|
|
Jun 26,
2023
|
405,375
|
2.10
|
2.74
|
405,375
|
2.10
|
2.74
|
|
Feb 7,
2024
|
124,991
|
2.01
|
3.36
|
124,991
|
2.01
|
3.36
|
|
Apr 9,
2024
|
1,621,500
|
2.90
|
3.53
|
1,397,699
|
2.90
|
3.53
|
|
Aug 21,
2024
|
47,294
|
2.69
|
3.89
|
35,470
|
2.69
|
3.89
|
|
Nov 20,
2024
|
57,428
|
2.69
|
4.14
|
14,357
|
2.69
|
4.14
|
|
Jun 1,
2025
|
50,672
|
2.71
|
4.67
|
19,002
|
2.71
|
4.67
|
|
Total
|
4,195,632
|
$ 3.21
|
2.34
|
3,885,266
|
$ 3.24
|
2.23
|
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
27
Warrants
Note
that following the Transaction, which included a share
consolidation, the number and exercise price of warrants were
adjusted for the consolidation ratio. The warrants have a life of 3
years from the date of issue, and therefore expire on September 12,
2022. As at September 30, the warrants outstanding were as
follows:
|
Expiry
date
|
Number of
warrants
|
Exercise
price
|
Remaining
contractual life (years)
|
|
Sep 12,
2022
|
337,812
|
$
2.96
|
1.95
|
Section
8: Off-balance sheet
arrangements
The
Company does not utilize off-balance sheet arrangements. Earn-in
arrangements are not viewed as off-balance sheet arrangements, and
there are no other commitments held by the Company at the balance
sheet date.
Section
9: Transactions with related
parties
All
transactions with related parties have occurred in the normal
course of operations. All amounts are unsecured, non-interest
bearing and have no specific terms of settlement, unless otherwise
noted.
|
|
Three months
ended
September
30,
|
Nine
months
ended September
30,
|
||
|
|
2020
|
2019
|
2020
|
2019
|
|
Universal Mineral Services Ltd.
|
|
|
|
|
|
Exploration
and evaluation costs:
|
|
|
|
|
|
Committee
Bay and Gibson MacQuoid
|
$
69
|
$
97
|
$
186
|
$
264
|
|
Homestake
|
34
|
71
|
98
|
124
|
|
Peru
|
54
|
34
|
146
|
163
|
|
Fees,
salaries and other employee benefits
|
55
|
63
|
188
|
254
|
|
Legal
and professional fees
|
1
|
-
|
12
|
-
|
|
Marketing
and investor relations
|
31
|
21
|
92
|
61
|
|
Office
and administration
|
116
|
65
|
303
|
265
|
|
Project
investigation costs
|
135
|
7
|
170
|
22
|
|
Total transaction for the periods
|
$ 495
|
$ 358
|
$ 1,195
|
$ 1,153
|
Universal
Mineral Services Ltd., (“UMS”) is a private company
with a director in common with Fury Gold. Pursuant to an agreement
dated March 30, 2012 and as amended on December 30, 2015, UMS
provides geological, financial and transactional advisory services
as well as administrative services to the Company on an ongoing,
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 due
notice.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
28
The
outstanding balance owing to UMS at September 30, 2020 was $265,000
(December 31, 2019 – $235,000). In addition, the Company had
$150,000 on deposit with UMS as at September 30, 2020 (December 31,
2019 - $150,000).
Section
10: Subsequent events
As
noted above, on October 9, 2020, the Company completed the
Transaction, spinning out the Peruvian assets into separate
companies, consolidating its share structure, acquiring Eastmain
and issuing common shares upon closing of a subscription receipts
financing totalling $23 million.
Section
11: Critical accounting
estimates
The preparation of
the financial statements in conformity with IFRS requires The
preparation of the 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.
Key
sources of estimation uncertainty that have a significant risk of
causing a material adjustment to the carrying amounts of assets and
liabilities are:
11.1
Provisions
Provisions
recognized in the financial statements involve judgments on the
occurrence of future events, which could result in a material
outlay for the Company. In determining whether an outlay will be
material, the Company considers the expected future cash flows
based on facts, historical experience and probabilities associated
with such future events. Uncertainties exist with respect to
estimates made by management and as a result, the actual
expenditure may differ from amounts currently
reported.
The
Company does not have any provisions recorded as at September 30,
2020 and December 31, 2019, other than that related to the
reclamation obligations which are discussed below.
11.2
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 rehabilitation and site restoration,
as there are numerous factors that will affect the ultimate
liability 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 expenditure 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. Following the acquisition of
Eastmain, a process will be completed during the fourth quarter of
2020 to align the methodology for assessment of reclamation
obligations for the December 31, 2020 reporting. Changes to
estimated future costs are recognized in the statement of financial
position by adjusting the reclamation asset and
liability.
11.3
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.
IFRS
also requires that an exchange between an existing borrower and
lender of debt instruments with substantially different terms, or a
substantial modification of the terms of an existing financial
liability or a part of it, be treated for as an extinguishment of
the original financial liability and the recognition of a new
financial liability, and as such, judgment is applied in
determining whether a modification is substantial.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
29
Upon
initial recognition of the Bridge Loan and then again on the
initial recognition of the Amended Bridge Loan, management had to
estimate the Company’s effective interest rate which was
needed in order to fair value the debt component and determine the
residual amount to be allocated to the equity component. As result
of the Bridge Loan Amendment, management had to make an assessment
of whether the modification was substantial and thus be treated for
as an extinguishment of the original financial liability and the
recognition of a new financial liability.
11.4
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.
There
were 75,000 share-based options granted during the nine months
ended September 30, 2020, and 3,065,000 share-based options granted
during the same period in 2019. The fair value of the share-based
options granted during the three and nine months ended September
30, 2020 and 2019 were estimated using the Black-Scholes option
valuation model with the following weighted average
assumptions
|
|
Three months
ended
September
30,
|
Nine months
ended
September
30,
|
||
|
|
2020
|
2019
|
2020
|
2019
|
|
Risk-free
interest rate
|
-
|
1.35%
|
0.39%
|
1.60%
|
|
Expected
dividend yield
|
-
|
Nil
|
Nil
|
Nil
|
|
Share
price volatility
|
-
|
53%
|
58%
|
62%
|
|
Expected
forfeiture rate
|
-
|
0%
|
0%
|
0%
|
|
Expected
life in years
|
-
|
3.30
|
4.90
|
4.32
|
11.5
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.
The Company’s deferred tax assets and liabilities were
determined using a future income tax rate of 27% in Canada and
29.5% in Peru.
11.6
Judgment
– Held for Distribution
A key
area of judgment that has a risk of causing a material adjustment
to the presentation of the financial statements relates to a
disposal group held for distribution. The Peru assets held by the
Company as at September 30, 2020, were subsequently distributed to
the shareholders of the Company via a spin-out arrangement to new
companies that completed on October 9, 2020. IFRS requires that
assets and liabilities subsequently disposed by distribution should
be presented separately in the balance sheet when the sale is
“highly probable”. It has been assessed that as at
September 30, 2020, the distribution of the Peru assets did not
meet this criteria.
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
30
Section
12: Changes in accounting policies including
initial adoption
The
Company has adopted the following amended accounting
standards and policies
effective January 1, 2020:
In
October 2018 the IASB issued Amendments to IAS 1 and IAS 8 to
clarify the definition of material in IAS 1 and align the
definition across the standards. The amendments are not intended to
alter the underlying concept of materiality in IFRS standards. The
concept of ‘obscuring’ material information with
immaterial information has been included as part of the new
definition. The threshold for materiality influencing users has
been changed from “could influence” to “could
reasonably be expected to influence”.
The
definition of material in IAS 8 has been replaced by a reference to
the definition of material in IAS 1. In addition, the IASB amended
other Standards and the Conceptual Framework that contain a
definition of material or refer to the term “material”
to ensure consistency.
The
Company adopted the amendments to IAS 1 and IAS 8 effective January
1, 2020, which did not have a material impact on the
Company’s interim financial statements.
In
October 2018 the IASB issued narrow-scope amendments to IFRS 3 to
help entities determine whether an acquired set of activities and
assets is a business or not.
The
amendments, which are effective for annual reporting periods
beginning on or after January 1, 2020, clarify the minimum
requirements to be a business, remove the assessment of a market
participant’s ability to replace missing elements, narrow the
definition of outputs, add guidance to assess whether an acquired
process is substantive and introduce an optional concentration test
to permit a simplified assessment.
The
adoption of the amended standard did not have an immediate impact
on the Company’s condensed consolidated interim financial
statements but will be applied in assessing any future business
combination and asset acquisition scenarios.
Section
13: Financial instruments and other
instruments
As at
September 30, 2020, the Company’s financial instruments
consist of cash, marketable securities, amounts receivable,
deposits, accounts payables 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, which
were classified under level 1 of the fair value hierarchy, are
measured at fair value using their quoted market price at period
end.
The
Company’s financial instruments are exposed to certain
financial risks including, credit risk, currency risks, liquidity
risk, interest rate risk and capital risk. Details of the primary
risks that the Company is exposed to are laid out in the notes to
the Company’s condensed consolidated interim financial
statements.
Section
14: Other required disclosure
14.1
Capital
structure
Authorized: Unlimited
number of common shares
Number
of common shares issued and outstanding as at September 30, 2020:
74,165,536
Number
of common shares issued and outstanding as at November 12, 2020:
117,823,857
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
31
Share
based options as at November 12, 2020, in expiry date sequence,
following the addition of the legacy Eastmain options and the
respective consolidation adjustments, are as follows:
|
|
Outstanding
|
Exercisable
|
|||||
|
Expiry
date
|
Number
of options
|
Exercise
price
|
Remaining
contractual life (years)
|
Number
of options
|
Exercise
price
|
Remaining
contractual life (years)
|
|
|
Mar 11,
2021
|
29,171
|
$3.09
|
0.33
|
29,171
|
$3.09
|
0.33
|
|
|
Apr 27,
2021
|
29,170
|
12.94
|
0.45
|
29,170
|
12.94
|
0.45
|
|
|
Apr 27,
2021
|
43,756
|
4.11
|
0.45
|
43,756
|
4.11
|
0.45
|
|
|
Jun 9,
2021
|
75,845
|
9.86
|
0.57
|
75,845
|
9.86
|
0.57
|
|
|
Jun 17,
2021
|
120,769
|
5.14
|
0.59
|
120,769
|
5.14
|
0.59
|
|
|
Jun 17,
2021
|
11,669
|
5.14
|
0.59
|
11,669
|
5.14
|
0.59
|
|
|
Jun 20,
2021
|
1,330,978
|
2.94
|
0.60
|
1,330,978
|
2.94
|
0.60
|
|
|
Jul 25,
2021
|
5,834
|
5.31
|
0.70
|
5,834
|
5.31
|
0.70
|
|
|
Jan 2,
2022
|
86,347
|
4.37
|
1.14
|
86,347
|
4.37
|
1.14
|
|
|
Jan 10,
2022
|
297,274
|
3.82
|
1.16
|
297,274
|
3.82
|
1.16
|
|
|
Apr 26,
2022
|
29,170
|
9.00
|
1.45
|
29,170
|
9.00
|
1.45
|
|
|
Jun 7,
2022
|
99,181
|
7.54
|
1.57
|
99,181
|
7.54
|
1.57
|
|
|
Sep 11,
2022
|
2,917
|
8.23
|
1.83
|
2,917
|
8.23
|
1.83
|
|
|
Sep 14,
2022
|
93,348
|
3.04
|
1.84
|
93,348
|
3.04
|
1.84
|
|
|
Jan 25,
2023
|
9,724
|
2.57
|
2.20
|
9,724
|
2.57
|
2.20
|
|
|
Jun 11,
2023
|
70,010
|
2.83
|
2.58
|
70,010
|
2.83
|
2.58
|
|
|
Jun 20,
2023
|
67,562
|
1.15
|
2.60
|
67,562
|
1.15
|
2.60
|
|
|
Jun 26,
2023
|
33,984
|
1.15
|
2.62
|
33,984
|
1.15
|
2.62
|
|
|
Sep 11,
2023
|
17,503
|
3.09
|
2.83
|
17,503
|
3.09
|
2.83
|
|
|
Sep 18,
2023
|
166,277
|
1.54
|
2.85
|
166,277
|
1.54
|
2.85
|
|
|
Jan 28,
2024
|
43,781
|
1.29
|
3.21
|
43,781
|
1.29
|
3.21
|
|
|
Apr 9,
2024
|
606,372
|
1.95
|
3.41
|
606,372
|
1.95
|
3.41
|
|
|
Jun 9,
2024
|
105,015
|
2.57
|
3.58
|
105,015
|
2.57
|
3.58
|
|
|
Aug 21,
2024
|
16,891
|
1.74
|
3.78
|
12,668
|
2.74
|
0.04
|
|
|
Nov 20,
2024
|
57,428
|
1.74
|
4.02
|
35,893
|
1.74
|
4.02
|
|
|
Jan 23,
2025
|
300,815
|
0.86
|
4.20
|
300,815
|
0.86
|
4.20
|
|
|
Mar 6,
2025
|
35,006
|
0.77
|
4.32
|
35,006
|
0.77
|
4.32
|
|
|
Apr 1,
2025
|
58,343
|
0.56
|
4.39
|
58,343
|
0.56
|
4.39
|
|
|
Jun 1,
2025
|
50,672
|
1.76
|
4.55
|
19,002
|
1.76
|
4.55
|
|
|
Jun 9,
2025
|
137,103
|
3.26
|
4.58
|
137,103
|
3.26
|
4.58
|
|
|
Oct 20,
2025
|
3,965,000
|
2.05
|
4.95
|
991,250
|
2.05
|
4.95
|
|
|
|
7,996,915
|
$ 2.52
|
3.47
|
4,965,737
|
$ 2.80
|
2.58
|
|
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
32
The
above options reflect a proposed reduction of the exercise price of
2,496,7918 options by $0.95 each consequent upon the recent
spin-out reorganization, which price reduction remains subject to
TSX acceptance as of the date hereof.
Share
based warrants as at November 12, 2020, following the addition of
the legacy Eastmain warrants and the respective consolidation
adjustments, are as follows:
|
|
Outstanding
|
||
|
Expiry
date
|
Number
of warrants
|
Exercise
price
|
Remaining
contractual life (years)
|
|
May 8,
2021
|
541,744
|
$1.46
|
0.48
|
|
Oct 24,
2021
|
334,993
|
1.37
|
0.95
|
|
Mar 6,
2022
|
189,613
|
1.11
|
1.31
|
|
Mar 9,
2022
|
222,577
|
1.11
|
1.32
|
|
Sep 12,
2022
|
337,813
|
2.96
|
1.83
|
|
|
1,626,740
|
$ 1.66
|
1.07
|
14.2
Controls
and procedures
Disclosure
controls and procedures (“DC&P”) are designed to
provide reasonable assurance that material information related to
the Company, including its consolidated subsidiaries, is made known
to the Company’s certifying officers. The Company’s
Chief Executive Officer (“CEO”) and Chief Financial
Officer (“CFO”) are responsible for establishing and
maintaining adequate DC&P and have concluded that the DC&P
the Company have in place are effective in providing reasonable
assurance that information required to be disclosed under
applicable securities regulations is recorded, processed,
summarized and reported within the time periods
specified.
The
Company’s management, with the involvement of the CEO and
CFO, performs regular reviews of its DC&P to ensure they are
designed and operating effectively. As there are inherent
limitations in all control systems, any economically feasible
control system can only provide reasonable, not absolute, assurance
that the control system will prevent or detect all misstatements
due to error or fraud.
Management’s
most recent evaluation of the DC&P was conducted for the year
ended December 31, 2019 from which management concluded that the
Company’s DC&P are effective in providing reasonable
assurance that information required to be disclosed under
applicable securities regulations is recorded, processed,
summarized and reported within the required time
periods.
14.3
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;
■
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
■
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 nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
33
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.
As part
of its annual evaluation process, management engaged a third party
consultant to perform testing over the design and effectiveness of
ICFR as at December 31, 2019. This testing was done under the
supervision of the CEO and CFO to support management’s
evaluation of the key controls based on the framework in Internal
Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission
(“COSO”). Management concluded that the Company’s
ICFR was effective as of that date. There have been no material
changes to the DC&P or the ICFR during the nine months ended
September 30, 2020.
Additional
disclosures pertaining to the Company’s management
information circulars, material change reports, press releases and
other information are available on the SEDAR website at
www.sedar.com.
On
behalf of the Board of Directors,
“Michael Timmins”
Michael Timmins
President
and Chief Executive Officer
November
12, 2020
|
Fury Gold Mines Limited
Management’s
Discussion and Analysis of Financial Condition and
Results
of Operations for the nine months ended September 30,
2020
(Tabular
amounts in thousands of Canadian dollars, unless otherwise
noted)
|
|
34
Exhibit 99.3
Form 52-109F2
Certification of Interim Filings
Full Certificate
I,
Michael Timmins, Chief Executive
Officer of Fury Gold Mines Limited., certify the
following:
1.
Review: I have reviewed the interim
financial report and interim MD&A (together, the “interim
filings”) of Fury Gold Mines
Limited (the “issuer”) for the interim period
ended September 30,
2020.
2.
No
misrepresentations: Based on my knowledge, having
exercised reasonable diligence, the interim filings do not contain
any untrue statement of a material fact or omit to state a material
fact required to be stated or that is necessary to make a statement
not misleading in light of the circumstances under which it was
made, with respect to the period covered by the interim
filings.
3.
Fair
presentation: Based on my knowledge, having
exercised reasonable diligence, the interim financial report
together with the other financial information included in the
interim filings fairly present in all material respects the
financial condition, financial performance and cash flows of the
issuer, as of the date of and for the periods presented in the
interim filings.
4.
Responsibility: The
issuer’s other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(DC&P) and internal control over financial reporting (ICFR), as
those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’
Annual and Interim Filings, for the issuer.
5.
Design: Subject to
the limitations, if any, described in paragraphs 5.2 and 5.3, the
issuer’s other certifying officer(s) and I have, as at the
end of the period covered by the interim filings
(a)
designed DC&P,
or caused it to be designed under our supervision, to provide
reasonable assurance that
(i)
material
information relating to the issuer is made known to us by others,
particularly during the period in which the interim filings are
being prepared; and
(ii)
information
required to be disclosed by the issuer in its annual filings,
interim filings or other reports filed or submitted by it under
securities legislation is recorded, processed, summarized and
reported within the time periods specified in securities
legislation; and
(b)
designed ICFR, or
caused it 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 the issuer’s GAAP.
5.1
Control framework:
The control framework the issuer’s other certifying
officer(s) and I used to design the issuer’s ICFR is
based on Internal Control –
Integrated Framework (2013) published by the Committee of
Sponsoring Organizations of the Treadway
Commission.
5.2
ICFR – material
weakness relating to design: NA
5.3
Limitation on scope of
design: NA
6.
Reporting changes in
ICFR: The issuer
has disclosed in its interim MD&A any change in the
issuer’s ICFR that occurred during the period beginning on
July 1, 2020 and ended on
September 30, 2020 that has
materially affected, or is reasonably likely to materially affect,
the issuer’s ICFR.
Date:
November 12,
2020
Signed “Michael Timmins”
_______________________
Michael
Timmins
President
& Chief Executive Officer
Exhibit 99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate
I,
Lynsey Sherry, Chief Financial
Officer of Fury Gold Mines Limited, certify the
following:
1.
Review: I have reviewed the interim
financial report and interim MD&A (together, the “interim
filings”) of Fury Gold Mines
Limited (the “issuer”) for the interim period
ended September 30,
2020.
2.
No
misrepresentations: Based on my knowledge, having
exercised reasonable diligence, the interim filings do not contain
any untrue statement of a material fact or omit to state a material
fact required to be stated or that is necessary to make a statement
not misleading in light of the circumstances under which it was
made, with respect to the period covered by the interim
filings.
3.
Fair
presentation: Based on my knowledge, having
exercised reasonable diligence, the interim financial report
together with the other financial information included in the
interim filings fairly present in all material respects the
financial condition, financial performance and cash flows of the
issuer, as of the date of and for the periods presented in the
interim filings.
4.
Responsibility: The
issuer’s other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(DC&P) and internal control over financial reporting (ICFR), as
those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’
Annual and Interim Filings, for the issuer.
5.
Design: Subject to
the limitations, if any, described in paragraphs 5.2 and 5.3, the
issuer’s other certifying officer(s) and I have, as at the
end of the period covered by the interim filings
(a)
designed DC&P,
or caused it to be designed under our supervision, to provide
reasonable assurance that
(i)
material
information relating to the issuer is made known to us by others,
particularly during the period in which the interim filings are
being prepared; and
(ii)
information
required to be disclosed by the issuer in its annual filings,
interim filings or other reports filed or submitted by it under
securities legislation is recorded, processed, summarized and
reported within the time periods specified in securities
legislation; and
(b)
designed ICFR, or
caused it 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 the issuer’s GAAP.
5.1
Control framework:
The control framework the issuer’s other certifying
officer(s) and I used to design the issuer’s ICFR is
based on Internal Control –
Integrated Framework (2013) published by the Committee of
Sponsoring Organizations of the Treadway
Commission.
5.2
ICFR – material
weakness relating to design: NA
5.3
Limitation on scope of
design: NA
6.
Reporting changes in
ICFR: The issuer
has disclosed in its interim MD&A any change in the
issuer’s ICFR that occurred during the period beginning on
July 1, 2020 and ended on
September 30, 2020 that has
materially affected, or is reasonably likely to materially affect,
the issuer’s ICFR.
Date:
November 12,
2020
Signed “Lynsey Sherry”
_______________________
Lynsey
Sherry
Chief
Financial Officer