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Auryn to Acquire Eastmain Resources to Create Fury Gold
Monday 03 August 2020

Canadian junior exploration company Auryn Resources Inc. (TSX: AUG) (NYSE American: AUG) has agreed to acquire all of the issued and outstanding shares of Canadian exploration company Eastmain Resources Inc. (TSX: ER) to create Canadian gold developer, Fury Gold, the company said.

Following a spin out of Auryn's Peruvian projects to Auryn shareholders and completion of a concurrent financing. The Transaction will create Fury Gold Mines Ltd. and two independent spin-out entities, which will hold Auryn's Peruvian projects.

The transaction is valued at CDN 121m (USD 90m), representing approximately CDN 0.42 (USD 0.31) per Eastmain share.

Concurrent with the spin-out of the Peruvian projects, Fury Gold will consolidate its shares by approximately 10: 7 such that approximately 110m Fury Gold shares will be outstanding after the Eastmain acquisition (pre-financing), of which 69% will be owned by current Auryn shareholders and 31% will be owned by current Eastmain shareholders.

Eastmain shareholders as of the closing date of the Transaction will be entitled to receive approximately 0.117 of a Fury Gold share (approximately 0.165 of an Auryn share pre-consolidation) for each Eastmain share.

The spin out of Auryn's Peruvian assets will result in two independent companies, one holding the Sombrero property, and the second holding the Curibaya and Huilacollo properties, with approximately CDN 7.5m (USD 5.6m) in combined cash to fund future operations.

The directors and officers of each of Auryn and Eastmain, collectively holding 17,097,116 Auryn securities and 16,962,821 Eastmain securities, have entered into voting agreements with Eastmain and Auryn, respectively, under which they agree to vote in favour of the resolutions approving the Transaction.

Auryn has engaged Minvisory Corp as its financial advisor and McMillan LLP as its legal counsel. Auryn's Special Committee retained Stifel GMP as its financial advisor and Blake, Cassels and Graydon LLP as its legal counsel.

Eastmain has engaged Maxit Capital as its financial advisor and Cassels Brock and Blackwell LLP as its legal counsel.

Auryn is a technology-driven, well-financed junior exploration company focussed on finding and advancing globally significant precious and base metal deposits.

Auryn has a portfolio approach to asset acquisition and has six projects, including two flagship projects: the Committee Bay high-grade gold project in Nunavut and the Sombrero copper-gold project in southern Peru.

Eastmain is a Canadian exploration company operating in the Eeyou Istchee emerging James Bay gold camp in Québec.
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Date Published: 03/08/2020

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