Exhibit 99.1

LEGAL NOTICE

OF

ANNUAL GENERAL SHAREHOLDERS MEETING

COMBINED WITH SPECIAL MEETING OF ALL AURYN SECURITYHOLDERS

TOGETHER WITH

MANAGEMENT INFORMATION CIRCULAR

SOLICITING PROXIES IN SUPPORT OF THE PROPOSED CORPORATE REORGANIZATION

AND THE PROPOSED ACQUISITION OF EASTMAIN RESOURCES INC. DESCRIBED HEREIN

MEETING DATE AND TIME: OCTOBER 5, 2020 at 10:00 A.M. VANCOUVER TIME

PARTICIPATION: THE MEETING WILL BE A VIRTUAL MEETING THEREFORE SECURITYHOLDERS

MAY ONLY PARTICPATE ONLINE at https://web.lumiagm.com/481668070 (password: auryn2020)

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

TO VOTE YOU MUST EITHER SUBMIT A PROXY OR REGISTER YOURSELF OR SOMEONE ELSE

TO VOTE FOR YOU AT THE MEETING, IN EITHER CASE AT LEAST 48 HOURS BEFORE THE

MEETING.

Auryn securityholders who have questions or require assistance with voting their

shares should contact Auryn’s proxy solicitation agent, Laurel Hill Advisory Group

North American Toll-Free Number: 1-877-452-7184

Outside North America: 416-304-0211

Email: assistance@laurelhill.com

September 3, 2020

TABLE OF CONTENTS

PRESIDENT’S LETTER TO SECURITYHOLDERS	1
FREQUENTLY ASKED QUESTIONS ABOUT THE MEETING	5
LEGAL NOTICE OF MEETING	10
HOW TO VOTE	11
GENERAL CIRCULAR INFORMATION	13
DATE OF INFORMATION AND GENERAL LIMITATIONS OF INFORMATION IN THIS CIRCULAR	13
CAUTIONARY NOTE TO U.S. SECURITYHOLDERS	13
CAUTIONARY NOTE REGARDING FORWARD – LOOKING STATEMENTS	14
NOTE TO UNITED STATES SECURITYHOLDERS	15
CURRENCY AND EXCHANGE RATES	18
REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES	18
GLOSSARY OF TERMS	18
ELIGIBILITY FOR INVESTMENT	18
RESERVE AND RESOURCE DISCLOSURE	19
DOCUMENTS INCORPORATED BY REFERENCE	20
SUMMARY OF MEETING MATTERS	21
THE MEETING	21
RECORD DATE	21
ANNUAL AND SPECIAL PURPOSES OF THE MEETING	21
THE REORGANIZATION ARRANGEMENT, EASTMAIN ACQUISITION AND FINANCING	21
THE FINANCING	22
RECOMMENDATION OF THE MERGERS AND ACQUISTIONS COMMITTEE AND THE AURYN BOARD	23
REASONS FOR THE REORGANIZATION ARRANGEMENT AND EASTMAIN ACQUISITION	24
AURYN VOTING AGREEMENTS	24
PRO FORMA CAPITALIZATION OF FURY GOLD	26
PRINCIPAL CONDITIONS TO COMPLETION : REORGANIZATION ARRANGEMENT AND EASTMAIN ACQUISITION	26
AURYN NON-SOLICITATION OF ACQUISITION PROPOSALS	27
TERMINATION OF ARRANGEMENT AGREEMENT	27
PROCEDURE FOR DISTRIBUTION OF SPINCOS’ SHARE CERTIFICATES	27
DISSENT RIGHTS	28
INCOME TAX CONSIDERATIONS	29
COURT APPROVAL	29
REGULATORY LAW MATTERS AND SECURITIES LAW MATTERS	30
OTHER MATTERS – ADOPTION OF 2020 ARTICLES AND 2020 OPTION PLAN	31
RISK FACTORS	32
GENERAL PROXY INFORMATION	37
SOLICITATION OF PROXIES	37
HOW A VOTE IS PASSED	37
WHO CAN VOTE?	37
HOW DO I VOTE?	38
APPOINTMENT OF PROXIES / APPOINTING A PROXYHOLDER	38
WHAT IS A PROXY?	38
APPOINTING A PROXYHOLDER	38
INSTRUCTING YOUR PROXY AND EXERCISE OF DISCRETION BY YOUR PROXY	39
CHANGING YOUR MIND	39
NON-REGISTERED HOLDERS	39
VOTING SECURITIES AND PRINCIPAL HOLDERS	41
FINANCIAL STATEMENTS	42
VOTES NECESSARY TO PASS RESOLUTIONS	42

ELECTION OF DIRECTORS	42
OCCUPATION, BUSINESS OR EMPLOYMENT OF NOMINEES	44
CEASE TRADE ORDERS AND BANKRUPTCY	46
CONFLICTS OF INTEREST	47
MAJORITY VOTING POLICY	48
PROPOSED ADVISORY BOARD	48
CORPORATE DISCLOSURE POLICY	49
APPOINTMENT OF AUDITOR	49
AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR	49
CORPORATE GOVERNANCE	49
GENERAL	49
MANDATE OF THE AURYN BOARD	50
AURYN BOARD AND BOARD COMMITTEES	50
COMPOSITION OF THE AURYN BOARD	50
OTHER DIRECTORSHIPS	51
COMMITTEES OF THE BOARD	51
DIRECTOR TERM LIMITS	54
REPRESENTATION OF WOMEN ON THE AURYN BOARD AND SENIOR MANAGEMENT	55
BOARD OF DIRECTORS DECISIONS	55
ORIENTATION AND CONTINUING EDUCATION	55
ETHICAL BUSINESS CONDUCT	56
NOMINATION OF DIRECTORS	56
OTHER AURYN BOARD COMMITTEES	56
STATEMENT OF EXECUTIVE COMPENSATION	57
OPTION-BASED AWARDS	59
PERFORMANCE GRAPH	60
SUMMARY COMPENSATION TABLE	60
INCENTIVE PLAN AWARDS	63
PENSION PLAN	64
TERMINATION AND CHANGE OF CONTROL BENEFITS	64
DIRECTOR COMPENSATION	65
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	67
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS	68
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	68
MANAGEMENT CONTRACTS	69
PARTICULARS OF SPECIAL MATTERS TO BE ACTED UPON	69
RECONFIRMATION OF AURYN’S 10% ROLLING OPTION PLAN	69
ADOPTION OF THE 2020 ARTICLES	74
REORGANIZATION ARRANGEMENT AND EASTMAIN ACQUISITION – BEFORE AND AFTER GRAPHIC	76
BACKGROUND TO THE REORGANIZATION ARRANGEMENT AND EASTMAIN ACQUISITION	76
THE REORGANIZATION ARRANGEMENT	78
SUMMARY OF PRINCIPAL STEPS OF THE REORGANIZATION ARRANGEMENT	78
REASONS FOR THE REORGANIZATION ARRANGEMENT	80
TREATMENT OF AURYN OPTIONS	81
AURYN VOTING AGREEMENTS	82
RECOMMENDATION OF THE AURYN MERGERS AND ACQUISITIONS COMMITTEE	83
RECOMMENDATION OF THE AURYN BOARD	83
THE ARRANGEMENT AGREEMENT	83
APPROVAL OF REORGANIZATION ARRANGEMENT RESOLUTION	83
APPROVAL OF THE FINANCING	84
APPROVAL OF IMMEDIATE AND POTENTIAL SHARE DILUTION RESULTING FROM THE EASTMAIN ACQUISITION	85

PROCEDURE FOR DISTRIBUTION OF CERTIFICATES	87
EFFECTS OF THE REORGANIZATION ARRANGEMENT ON AURYN SHAREHOLDERS’ RIGHTS	89
COURT APPROVAL OF THE REORGANIZATION ARRANGEMENT	89
REGULATORY APPROVALS	90
REGULATORY LAW MATTERS AND SECURITIES LAW MATTERS	91
PROCEDURE FOR EXCHANGE OF AURYN SHARES FOR FURY GOLD SHARES AND SPINCO SHARES	94
FEES AND EXPENSES	95
INTERESTS OF CERTAIN PERSONS IN THE MATTERS TO BE ACTED UPON	96
RISKS ASSOCIATED WITH THE REORGANIZATION ARRANGEMENT	96
DISSENT RIGHTS	99
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	101
RESIDENTS OF CANADA	103
NON-RESIDENTS OF CANADA	106
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	108
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE CONSOLIDATION OF AURYN SHARES	109
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION ARRANGEMENT	110
RECEIPT OF SPINCO CURIBAYA SHARES AND SPINCO SOMBRERO SHARES PURSUANT TO THE REORGANIZATION ARRANGEMENT	110
DISSENTING U.S. HOLDERS	111
POTENTIAL APPLICATION OF THE PFIC RULES TO THE REORGANIZATION ARRANGEMENT	111
U.S. FEDERAL INCOME TAX CONSEQUENCES RELATED TO THE OWNERSHIP AND DISPOSITION OF SPINCO CURIBAYA SHARES, SPINCO SOMBRERO SHARES AND FURY GOLD SHARES	113
PASSIVE FOREIGN INVESTMENT COMPANY RULES	114
ADDITIONAL CONSIDERATIONS	119
INFORMATION CONCERNING FURY GOLD	120
INFORMATION CONCERNING EASTMAIN	120
INFORMATION CONCERNING SPINCO SOMBRERO	121
INFORMATION CONCERNING SPINCO CURIBAYA	121
OTHER MATTERS	121
INTEREST OF EXPERTS	121
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	122
MANAGEMENT CONTRACTS	122
AUDITORS	123
LEGAL MATTERS	123
ADDITIONAL INFORMATION	123
APPROVAL OF DIRECTORS	123
APPENDIX “A” GLOSSARY OF TERMS	A-1
APPENDIX  “B” FULL TEXTS OF RESOLUTIONS SOUGHT FOR THE REORGANIZATION ARRANGEMENT, EASTMAIN ACQUISITION AND FINANCING	B-1
APPENDIX “C” TEXT OF REORGANIZATION ARRANGEMENT	C-1
APPENDIX  “D” INTERIM COURT ORDER AND NOTICE OF HEARING FOR FINAL COURT ORDER	D-1
APPENDIX “E” DISSENT RIGHTS	E-1
APPENDIX “F” INFORMATION CONCERNING EASTMAIN	F-1
APPENDIX “G” INFORMATION CONCERNING SPINCO SOMBRERO	G-1
APPENDIX “H” INFORMATION CONCERNING SPINCO CURIBAYA	H-1
APPENDIX “I” INFORMATION CONCERNING FURY GOLD	I-1

PRO FORMA CAPITALIZATION OF FURY GOLD	I-15
APPENDIX  “J” INCORPORATION DATE, PRO FORMA AND CARVE-OUT FINANCIAL STATEMENTS FOR SPINCOS AND FURY GOLD	J-1
APPENDIX “K” SUMMARY OF ARRANGEMENT AGREEMENT	K-1
APPENDIX “L” FAIRNESS OPINION OF STIFEL GMP	L-1
APPENDIX “M” ONLINE VOTING GUIDE	M-1

September  3, 2020

PRESIDENT’S LETTER TO SECURITYHOLDERS

Dear Fellow Auryn Securityholders:

Our Securityholders Meeting to Create “Fury Gold Mines Limited”

You are invited to attend an annual general and special meeting (the “Meeting”) of the shareholders (the “Auryn Shareholders”), warrantholders (the “Auryn Warrantholders”) and the optionholders (the “Auryn Optionholders” and together with the Auryn Shareholders and Auryn Warrantholders, the “Auryn Securityholders”) of Auryn Resources Inc. (“Auryn” or the “Company”) to be held online, on Monday, October 5, 2020 commencing at 10:00 a.m. (Vancouver time). DUE TO COVID-19 YOUR PARTICIPATION IS LIMITED TO BEING ONLINE WITH US (SEE APPENDIX “M” OF THE ACCOMPANYING CIRCULAR FOR INSTRUCTIONS ON REMOTE PARTICPATION).

Annual Meeting Matters

You will be asked to elect directors and confirm auditors for the ensuing financial year of Auryn and, if the Arrangements are approved and completed, the creation of Fury Gold.

Special Business – Reorganization Arrangement and Acquisition of Eastmain Resources Inc. (“Eastmain”)

On July 29, 2020, Auryn entered into a definitive agreement (the “Arrangement Agreement”) with Eastmain Resources Inc. (“Eastmain”) pursuant to which Auryn will acquire all of the Eastmain Shares, immediately following a spin-out of Auryn’s Peruvian projects to the shareholders of Auryn and completion of a concurrent financing (the “Transaction”).

The purpose of the Transaction is to combine Auryn’s Canadian assets operations (Committee Bay in Nunavut and Homestake Ridge in British Columbia) with Eastmain and to create Fury Gold Mines Limited (“Fury Gold”), a Canadian-focused gold exploration and development company.

The Transaction will be implemented by way of two statutory plans of arrangement, one involving Auryn spinning out to shareholders its Peruvian mineral projects under the Business Corporations Act (British Columbia) (the “Reorganization Arrangement”) and one involving Eastmain under the Business Corporations Act (Ontario). Pursuant to the Reorganization Arrangement, Auryn will create two independent spin-out entities (the “SpinCos”), which will hold Auryn’s Peruvian projects, and Auryn will also consolidate its shares by approximately 10 Auryn:7 Fury Gold basis such that approximately 110 million shares of Auryn will be outstanding after the acquisition of the Eastmain Shares pursuant to the Eastmain Arrangement but before a proposed $22.5-$23.0 million financing (“Financing”), of which of the 110 million shares, approximately 69% will be owned by current Auryn shareholders and 31% will be owned by current Eastmain Shareholders. The Financing will result in the issuance of a further 7.5 million Fury Gold shares.

The Reorganization Arrangement is a pre-condition to the Company’s proposed acquisition of 100% of Eastmain (“Eastmain Acquisition”) which owns the exciting Eau Claire gold project in Quebec (the “Eau Claire Project”).

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

1

The Reorganization Arrangement will not be completed unless Eastmain also completes its own plan of arrangement (“Eastmain Arrangement”) which authorizes the Eastmain Acquisition by Auryn. For information about the Eastmain Arrangement and Eastmain securityholders meeting being convened concurrently with our Meeting, see Eastmain’s Management Information Circular dated September 3, 2020 which is available under Eastmain’s profile on SEDAR at www.sedar.com.

Reasons and Benefits of the Reorganization and Acquisition of Eastmain

• Acquiring the “Eau Claire” a Higher Gold Grade near-term Development Project: Fury Gold will have a diversified development platform comprised of three Canadian gold projects, with the Eau Claire project being a leading near term development project. Fury Gold will be well-financed as a stand-alone company, which will serve to unlock value that otherwise goes unrecognized within the multiple South American and North America assets held within Auryn.

• Unlocking the value of the Peruvian Projects: The spin-out of the Peruvian projects into stand-alone operating entities will provide discrete market opportunities and same-jurisdiction synergies.

• With an all-Canadian portfolio of projects Fury Gold is expected to benefit from synergies with regards to its general and administrative expenses.

• Robust Growth Pipeline: Fury Gold will benefit from strong internal growth potential and additional long-term development optionality from the Homestake and Committee Bay projects in Canada.

• Improved Capital Markets Scale: The Reorganization Arrangement is expected to elevate Fury Gold within its peer group as a result of an expanded asset portfolio and an increased market presence, which should result in a broader appeal to the institutional shareholder base, increased research coverage and improved trading liquidity.

• Strong Financial Position: Fury Gold will be well financed, with pro forma cash of approximately $20 million;

• Unanimous Board Approval: The Auryn Board of Directors (the “Auryn Board”) has unanimously recommended support for the Reorganization Arrangement, Eastmain Acquisition and Financing.

• Key Shareholder Support: Directors and officers of Auryn holding in the aggregate 13,222,116 Auryn Shares (17,097,116 including options which vote on the Reorganization Arrangement) representing approximately 12.21% of the issued and outstanding Auryn Shares and 14.81% of the outstanding Auryn securities as of August 24, 2020 have entered into Support Agreements pursuant to which they have agreed, among other things, to vote in favour of the Reorganization Arrangement.

• Receipt by the Auryn Board of Stifel Fairness Opinion: The Auryn Board has received a fairness opinion from Stifel Nicolaus Canada Inc. (“Stifel GMP”) concluding that the consideration for the Reorganization Arrangement and Eastmain Acquisition is fair, from a financial point of view, to Auryn.

• Alternatives to the Transaction: Auryn regularly evaluated business and strategic opportunities with the objective of maximizing shareholder value in a manner consistent with the best interests of Auryn. The Auryn Board, with the assistance of financial and legal advisors, assessed the alternatives reasonably available and determined the Reorganization Arrangement represents the best prospect for maximizing shareholder value.

• Special Majority Shareholder Approval: The Reorganization Arrangement must be approved by at least a two-thirds majority of the votes cast by Auryn Shareholders as well as a separate approval of at least a two thirds majority of the votes cast by Auryn Securityholders at the Auryn Meeting, and the Financing must be approved by the disinterested Auryn Shareholders, providing protection for Auryn Shareholders and Auryn Securityholders.

The SpinCos will own Auryn’s Peruvian exploration assets including the Sombrero Property, Curibaya Property and Huilacollo Property (as defined in the attached Management Information Circular (the “Circular”) and are expected to have approximately $6.5 million in combined cash (with $4.4 million to SpinCo Sombrero and $2.1 million to SpinCoCuribaya).

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

2

Holders of Auryn Options outstanding immediately prior to the Effective Date, will be entitled to receive a replacement option which immediately after completion of the Reorganization Arrangement, will be subject to adjustment by the approximately 10:7 consolidation ratio for number and exercise price. The exercise price may be adjusted downwards as permitted by the policies of the Toronto Stock Exchange depending on the trading price of Fury Gold shares immediately after they commence trading as that should reflect the market’s perception of the value of the distribution of the SpinCos to the Auryn Shareholders.

To become effective, the Reorganization Arrangement must be approved by a special majority of 2/3 of Auryn Securityholders and separately 2/3 of Auryn Shareholders who cast votes (voting as one large class). Voting will be by online vote or by proxy. Completion of the Reorganization Arrangement, Financing and Eastmain Acquisition is also subject to receipt of certain regulatory approvals, including the approval of the Toronto Stock Exchange and NYSE American Exchange. Necessary judicial approvals are the Supreme Court of British Columbia (the “Court”) for Auryn and the Ontario Superior Court of Justice for Eastmain. There are other customary closing conditions, all of which are described in more detail in the Circular.

Following consultation with its financial and legal advisors and the recommendation of the Mergers and Acquistions Committee, the Auryn Board has unanimously determined that the Reorganization Arrangement is fair and is in the best interest of Auryn Shareholders.

Accordingly, the Auryn Board recommends that the Auryn Shareholders, Auryn Warrantholders and Auryn Optionholders vote FOR the Reorganization Arrangement and Auryn Shareholders also vote for the Eastmain Acquisition and the Financing.

Securityholder Questions

If you have any questions or need assistance in your consideration of the Reorganization Arrangement and other business being considered at the Meeting, with the completion and delivery of your proxy or about submitting your securities and Letter of Transmittal to the Reorganization Arrangement, please contact Laurel Hill Advisory Group, the Auryn proxy solicitation agent, by telephone at: 1-877-452-7184 (North American Toll Free) or 416-304-0211 (Outside North America); or by email at: assistance@laurelhill.com.

While certain matters, such as the timing of the receipt of Court approval, are beyond the control of Auryn, if the resolutions approving the Reorganization Arrangement and Eastmain Acquisition are passed by the requisite majority of Auryn Shareholders, Auryn Optionholders and Auryn Warrantholders at the Meeting, it is anticipated that the Reorganization Arrangement and Eastmain Acquisition will be completed and become effective by early October, 2020. Detailed information regarding the Reorganization Arrangement, Eastmain Acquisition and Financing is contained in the attached Notice of Meeting, and Circular.

On behalf of Auryn, I would like to thank all Auryn Securityholders for their continuing support.

Sincerely,

Shawn Wallace

President and Chief Executive Officer

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

3

Voting Methods
	Internet	Telephone or Fax	Mail
Registered Securityholders Common Shares, Options or Warrants held in own name and represented by a physical certificate.	Vote online at www.investorvote.com	Telephone: 1-866-732-8683 Fax: 1-866-249-7775	Return the form of proxy in the enclosed postage paid envelope.
Non-Registered Shareholders Common Shares held with a broker, bank or other intermediary.	Vote online at www.proxyvote.com	Call or fax to the number(s) listed on your voting instruction form.	Return the voting instruction form in the enclosed postage paid envelope.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

4

FREQUENTLY ASKED QUESTIONS ABOUT THE MEETING

Following are some questions that you, as an Auryn Securityholder, may have relating to the Meeting and answers to those questions. These questions and answers do not provide all of the information relating to the Meeting or the matters to be considered at the Meeting and are qualified in their entirety by the more detailed information contained elsewhere in this Circular. You are urged to read this Circular in its entirety before making a decision related to your Auryn Shares, Auryn Warrants and Auryn Options.

Q: What am I voting on?

A: In addition to standard annual matters (election of directors, appointment of auditors, certain employee equity incentive plans), you are being asked to consider and, if deemed advisable, vote FOR the resolution approving the Reorganization Arrangement (the “Reorganization Arrangement Resolution”), the Eastmain Acquisition (the “Eastmain Acquisition Resolution”), and Financing (the “Financing Resolution”). These three resolutions are necessary to create Fury Gold. They provide for, among other things, the distribution of the SpinCo Shares to Auryn Shareholders such that Auryn Shareholders will receive for each Auryn common share: A) 0.7 Fury Gold Shares; B) one SpinCo Sombrero Share; and C) one SpinCo Curibaya Share. After the spin-out Auryn will acquire 100% of Eastmain and Fury Gold will receive the Financing proceeds.

Q: When and where is the Meeting?

A: The Meeting will take place online (only) on Monday, October 5, 2020 at 10:00 AM (Vancouver time). Auryn Securityholders are encouraged to attend online (see Appendix “M”– Online Voting Guide).

Q: Who is soliciting my proxy?

A: Your proxy is being solicited by management of Auryn. This Circular is furnished in connection with that solicitation. The solicitation of proxies for the Meeting will be made primarily by mail, and may be supplemented by telephone.

Q: Who can attend and vote at the Meeting and what is the quorum for the Meeting?

A: Only Auryn Shareholders, Auryn Optionholders and Auryn Warrantholders of record as of the close of business on August 24, 2020, the Record Date for the Meeting, are entitled to receive notice of and to attend, and vote at, the Meeting or any adjournment(s) or postponement(s) of the Meeting.

The quorum for the transaction of business at the Meeting will be two persons present in person, each being an Auryn Shareholder entitled to vote at the Meeting or a duly appointed proxyholder or representative for an Auryn Shareholder so entitled.

Q: How many Auryn Shares, Auryn Warrants and Auryn Options are entitled to vote?

A: As of August 24, 2020, there were 108,225,334 Auryn Shares, 500,000 Auryn Warrants and 6,667,500 Auryn Options outstanding and entitled to vote at the Meeting. You are entitled to one vote for each Auryn Share that you own in respect of the Reorganization Arrangement Resolution, Eastmain Acquisition Resolution, and Financing Resolution, and one vote for each Auryn Option and Auryn Warrant that you own in respect of the Reorganization Arrangement Resolution.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

5

Q: What vote is required at the Meeting to approve the Resolutions to Create Fury Gold?

A: The Reorganization Arrangement Resolution must be passed by the affirmative vote of: (a) at least two-thirds of the votes cast at the Meeting by Auryn Shareholders; and (b) at least two-thirds of the votes cast at the Meeting by Auryn Shareholders, Auryn Warrantholders and Auryn Optionholders, voting together as a single class, in each case. The Eastmain Acquisition Resolution must be passed by the affirmative vote of a simple majority of the votes cast at the Meeting by Auryn Shareholders. The Financing Resolution must be passed by the affirmative vote of a simple majority of the votes cast at the Meeting by disinterested Auryn Shareholder (meaning any holder of an Auryn Share who participates in the Financing must abstain from voting on the Financing Resolution).

Q: How do I vote?

A: Registered Auryn Shareholders, Auryn Optionholders and Auryn Warrantholders can vote in the following ways:

• Mail: To the offices of Computershare Investor Services Inc., Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1;

• Fax: Computershare Investor Services Inc.: 416-263-9524 toll-free 1-866-249-7775;

• Online: Go to the website indicated on the proxy form (www.investorvote.com) and follow the instructions on the screen;

• Phone: Call the toll-free number indicated on the proxy form (1.866.732.VOTE) and follow the instructions using your 15 digit control number located at the bottom left hand corner of your proxy; or

• Attend the Meeting online (see Appendix “M”” – Online Voting Guide).

All Auryn Optionholders are registered holders. Non-registered shareholders are either “objecting beneficial owners” or “OBOs”, who object to intermediaries disclosing information about their identity and ownership in the Corporation or “non-objecting beneficial owners” or “NOBOs”, who do not object to such disclosure.

Canadian NOBOs may vote in the following ways:

• Internet Vote – www.proxyvote.com (enter the 16-digit control number provided on your voting information form to vote);

• Telephone Vote – As provided by financial intermediaries; or

• Online at the virtual Meeting – if they have appointed themselves as proxyholder (see Appendix “M” – Online Voting Guide).

U.S. NOBOs and Canadian and U.S. OBOs will have received this Circular from their nominee, together with a form of proxy or a VIF. If that is the case, it is most important that you comply strictly with the instructions that have been given to you by your nominee on the VIF.

Q: What if I return my proxy but do not mark it to show how I wish to vote?

A: If your proxy is signed and dated and returned without specifying your choice, your Auryn Shares, Auryn Warrants and Auryn Options will be voted FOR the Reorganization Arrangement Resolution, FOR the Eastmain Acquisition Resolution, and your Auryn Shares will be voted FOR the Financing Resolution, FOR the adoption of new Articles, and FOR the re-confirmation of the 2020 Option Plan, and otherwise in accordance with the recommendations of the Auryn Board with respect to annual meeting business.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

6

Q: When is the cut-off time for delivery of proxies?

A: Proxies must be received not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof. In this case, assuming no adjournment, the proxy-cut off time is 10:00 a.m. (Vancouver time) October 1, 2020. The Chair of the Meeting may waive the proxy cut-off time if in his or her discretion such waiver is necessary to ensure fairness.

Q: Can I change my vote?

A: Yes. If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used. You may do this by (a) attending the Meeting online; (b) signing and returning a proxy bearing a later date; (c) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the Registered Office of Auryn at 1500-1055 West Georgia Street, Vancouver, BC V6E 4N7; or (d) in any other manner permitted by law.

Your proxy will only be revoked if a revocation is received through same the proxy channel through which it was delivered by 10:00 a.m. (Vancouver time) on the last Business Day before the day of the Meeting (October 1, 2020), or is delivered to the person presiding at the Meeting before it commences. Registered Auryn Shareholders, Auryn Warrantholders and Auryn Optionholders that revoke their proxy and do not replace it with another that is deposited with us before the deadline, can still vote their shares, but to do so they must attend the Meeting in person.

Q: What are the recommendations of the Directors on the Reorganization Arrangement and Eastmain Acquisition?

A: After taking into consideration, among other things, recommendation of the Auryn Mergers and Acquistions Committee, and the financial advisor to the Auryn Mergers and Acquistions Committee regarding the fairness of the Reorganization Arrangement and Eastmain Acquisition, and the Court approval, the directors have concluded that the Reorganization Arrangement and Eastmain Acquisition is in the best interests of Auryn and fair to the Auryn Securityholders and recommend that Auryn Securityholders vote FOR the Reorganization Arrangement and Auryn Shareholders vote FOR the Eastmain Acquisition and Financing.

Q: Why are the Directors making this recommendation?

A: In reaching their conclusion that the Reorganization Arrangement and Eastmain Acquisition is fair to Auryn Securityholders and that it is in the best interests of Auryn, the Auryn Mergers and Acquistions Committee and the Auryn Board considered that the Reorganization Arrangement by spinning out the Peruvian Projects will unlock their value and that acquiring Eastmain with its Eau Claire Project will provide the Company with a good prospect for a near term commercial mine development. These factors are described under the headings “The Meeting – Reasons for the Reorganization Arrangement” in this Circular.

Q: How does the Reorganization Arrangement relate to the Eastmain Acquisition?

A: The Reorganization Arrangement, like the Financing, is a precondition to the Eastmain Acquisition.

Q: In addition to the approval of Auryn Securityholders, are there any other approvals required for the Reorganization Arrangement?

A: Yes, the Reorganization Arrangement requires the approval of the Court and also is subject to the receipt of certain regulatory approvals, including the approval of the TSX and NYSE American. See “The Meeting –

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

7

Court Approval of the Reorganization Arrangement” and “The Meeting – Regulatory Approvals” in this Circular. In addition, the Reorganization Arrangement will not be completed unless the Eastmain Arrangement also receives necessary Court approvals and is approved by Eastmain Securityholders.

Q: Do I need to send in or evidence my Auryn Share certificates to vote?

A: No. You are not required to send any certificates representing your Auryn Shares to validly cast your vote in respect of the Reorganization Arrangement, Eastmain Acquisition and the Financing.

Q: When can I expect to receive my SpinCo Shares?

A: Auryn plans for completion of the Reorganization Arrangement and Eastmain Acquisition by about October 9, 2020. If you hold your Auryn Shares through an intermediary, then you are not required to take any action and the SpinCo Shares will be delivered to your intermediary through the procedures in place for such purposes between CDS & Co. or similar entities and such intermediaries. If you hold your Auryn Shares through an intermediary, you should contact your intermediary if you have questions regarding this process.

In the case of Registered Auryn Shareholders, you must complete the Letter of Transmittal which is being sent to all registered Auryn Shareholders and send it to Computershare with your Auryn Share certificate. A copy of the letter of Transmittal of Transmittal is being sent to all registered Auryn Shareholders. A copy can be downloaded from the Auryn website dealing with the Reorganization Agreement and Eastmain Acquisition https://www.aurynresources.com/acquisition-of-eastmain-resources-and-spin-out-of-peruvian-assets/

Q: How will the votes be counted?

A: Computershare, Auryn’s transfer agent, counts and tabulates the proxies. Proxies are counted and tabulated by the transfer agent in such a manner as to preserve the confidentiality of the voting instructions of Registered Auryn Shareholders, Auryn Optionholders and Auryn Warrantholders, subject to a limited number of exceptions.

Q: How will I know when the Reorganization Arrangement will be implemented?

A: On the Effective Date, Auryn will publicly announce that the conditions are satisfied or waived and that the Reorganization Arrangement and Eastmain Acquisition have been implemented.

Q: Are there risks I should consider in deciding whether to vote for the Reorganization Arrangement and Eastmain Acquisition?

A: Yes. Auryn Securityholders should carefully consider the risk factors relating to both the Reorganization Arrangement and Eastmain Acquisition as they are interdependent. Some of these risks include, but are not limited to: the nature, extent or value of the Eau Claire Project mineral resources may not prove as robust as Auryn’s management believes, there may be unanticipated challenges integrating the operation of Eastmain and Auryn, the Arrangement Agreement may be terminated in certain circumstances which may disappoint the market and have a negative effect on Auryn Shares, the SpinCo Shares will not be traded in the near term which may impair their value, U.S. Auryn Shareholders will be deemed to receive a taxable dividend equal to the value of the SpinCo shares, and some U.S. shareholders may sell Auryn Shares to fund such taxes which may negatively impact the trading price of Fury Gold, and unless the SpinCo Shares are listed on a recognized stock exchange, by the end of the first fiscal year of the Spin Co, they will not be qualified investments under the Tax Act for a Registered Plan; See “Risk Factors” in this Circular.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

8

Q: What are the Canadian income tax consequences of the Reorganization Arrangement?

A: Generally speaking if the aggregate Fair Market Value of the SpinCo Shares on the Effective Date does not exceed the paid-up capital (as determined for the purposes of the Tax Act) of the Auryn Shares, then the Reorganization Arrangement is not expected to trigger income tax for Canadian taxpayer shareholders of Auryn who have sufficient adjusted cost base in their Auryn Shares to absorb the value of Spin Co shares received pursuant to the Arrangement Agreement. Auryn has received an appraisal of the SpinCo Shares which estimates their value at less than Auryn’s estimated paid-up capital. For a summary of certain material Canadian income tax consequences of the Reorganization Arrangement, see “Certain Canadian Federal Income Tax Considerations”. Such summary is not intended to be legal or tax advice to any particular Auryn Securityholder. Auryn Securityholders should consult their own tax and investment advisors with respect to their particular circumstances.

Q: What are the U.S. Federal income tax consequences of the Reorganization Arrangement?

A: Generally speaking the Reorganization Arrangement is expected to result in a taxable dividend subject to the passive foreign investment company rules equal to the fair market value of the SpinCos which are distributed to United States taxpayer shareholders of Auryn. For a summary of certain material U.S. federal income tax consequences of the Reorganization Arrangement, see “Certain United States Federal Income Tax Considerations”. U.S. Holders (as defined in “Certain United Stated Federal Income Tax Considerations”) must consult with and rely upon their own tax advisors with respect to their particular circumstances.

Q: Am I entitled to Dissent Rights?

A: The Auryn Interim Order of the British Columbia Supreme Court dated September 1, 2020 (the “Auryn Interim Order”) provides the Registered Auryn Shareholders with Dissent Rights in connection with the Reorganization Arrangement that will be available if the Reorganization Arrangement Resolution is approved by the Auryn Securityholders. Registered Auryn Shareholders considering exercising Dissent Rights should seek the advice of their own legal counsel and tax and investment advisors and should carefully review the description of such rights set forth in this Circular and the Auryn Interim Order, and comply with the provisions of the Dissent Rights the full texts of which are set out on Appendix “D” and Appendix “E” respectively to this Circular. See “The Meeting – Dissent Rights” in this Circular.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

9

LEGAL NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that an annual and special meeting (“Meeting”) of the holders of Auryn Shares, combined with a meeting of the holders of Auryn incentive share purchase options (“Auryn Options”) and Auryn share purchase warrants (“Auryn Warrants”) will be held online, on Monday October 5, 2020 at 10:00 a.m. (Vancouver time) for the following purposes:

Annual and Ordinary Course Matters – (Only Auryn Shareholders Vote)

1. To consider the audited financial statements of the Company for its fiscal year ended December 31, 2019 and the report of the auditor thereon (together the “financial statements”) (see “General Proxy Information –Financial Statements” in the Circular);

2. To set the number of directors to be elected to the Auryn Board at eight (see “General Proxy Information Election of Directors” in the Circular);

3. To elect directors of the Company for the ensuing year (see “General Proxy Information – Election of Directors” in the Circular);

4. To appoint an auditor of the Company for the ensuing year (see “General Proxy Information – Appointment of Auditor” in the Circular);

5. To consider, and if thought advisable, to pass an ordinary resolution to ratify, confirm and approve the continuation of the Company’s 10% rolling share option plan (the “2020 Option Plan”), as described in the Circular (see “The Meeting – Particulars of Special Matters to be Acted upon” in the Circular);

6. To consider, and if thought advisable, to pass a special resolution to approve the adoption of new corporate articles (the “2020 Articles”) replacing the Company’s current articles in order to consolidate and update them. (see “Particulars of Special Matters to be Acted upon” in the Circular);

Special Business – Reorganization Arrangement, Eastmain Acquisition and Financing (Auryn Shareholders and Securityholders Votes)

7. All (i) Auryn Shareholders, and separately (ii) Auryn Shareholders, Auryn Optionholders and Auryn Warrantholders (collectively “Auryn Securityholders”) together as a single class, will be asked to consider pursuant to an Auryn Interim Order, attached as Appendix “D”, and, if thought advisable, to pass in two separate votes, with or without amendment, the Reorganization Arrangement Resolution approving the Reorganization Arrangement under section 288 of the Business Corporations Act (British Columbia), the full text of which resolution is set forth in Appendix “B”to the Circular;

8. Auryn Shareholders to consider and if thought fit, approve the common share equity dilution that will arise from the Eastmain Acquisition;

9. Disinterested Auryn Shareholders to consider and if thought fit, approve a $22.5-$23 million Financing involving the proposed issuance of 7.50 to 7.75 million common shares of Fury Gold. The Financing will initially be in the form of a sale of conditional subscription receipts sold at a price of $2.00 per subscription receipt for subscription receipts that are exchanged into non-flow through shares of Fury Gold and $3.50 per subscription receipt for subscription receipts that are exchanged into flow through shares of Fury Gold, with such exchanges being conditional on the completion of the Reorganization Arrangement and Eastmain Acquisition, amongst other escrow release conditions. Any current Auryn Shareholders participating in the Financing will be excluded from this vote.

10. To transact such related or other business as may properly come before the Meeting or any adjournments thereof.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

10

Registered Auryn Shareholders, Auryn Optionholders or Auryn Warrantholders (as defined in this Circular under the heading “Voting at the Meeting”) and duly appointed proxyholders can attend the meeting online at https://web.lumiagm.com/481668070 (password: auryn2020) where they can participate, vote (shareholders vote on all matters, Auryn Optionholders and Warrantholders only on #7 above), or submit questions during the meeting’s live webcast.

The accompanying Circular provides additional information relating to the matters to be addressed at the Meeting, including the Reorganization Arrangement, and is deemed to form part of this Notice.

HOW TO VOTE

Registered Auryn Shareholders, Auryn Warrantholders and Auryn Optionholders are entitled to vote at the Meeting either online or by proxy. A physical meeting will not be held due to COVID-19. Registered Auryn Shareholders, Auryn Warrantholders and Auryn Optionholders are encouraged to vote in the following ways at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting:

• Internet Vote – www.investorvote.com (enter the 15-digit control number provided on your form of proxy to vote);

• Telephone Vote – Securityholders who wish to vote by phone should call 1-866-732-8683 (toll-free in North America) and enter the 15-digit control number printed on your form of proxy. Follow the interactive voice recording instructions to vote;

• By Hand, by Courier or by Registered Mail:

Computershare Investor Services Inc.

8th Floor, 100 University Avenue

Proxy Department

Toronto, Ontario M5J 2Y1

• Virtually at the Meeting (see Appendix “M” – Online Voting Guide).

The Chair of the Meeting may waive the proxy cut-off time at his discretion without notice. Please advise Auryn of any change in your mailing address.

Non-Registered Auryn Shareholders who do not hold their Auryn Shares in their own name should also instruct their broker or other Intermediary to complete the Auryn Letter of Transmittal with respect to such holders’ Auryn Shares and to deliver such Auryn Letter of Transmittal to Computershare, as depository, in order to receive the Fury Gold Shares and SpinCo Shares pursuant to the Reorganization Arrangement.

If you are a non-registered shareholder, please refer to the section in the Circular entitled “General Proxy Information – Non-Registered Holders” for information on how to vote your Auryn Shares.

Take further notice that, pursuant to the Auryn Interim Order, each registered Auryn Shareholder, has been granted the right to dissent in respect of the Reorganization Arrangement Resolution and, if the Reorganization Arrangement becomes effective, to be paid the fair value of the common shares of Auryn in respect of which such registered Auryn Shareholder dissents by the Company, in accordance with the dissent procedures contained in the Auryn Interim Order. To exercise such right, (a) a written notice of dissent with respect to the Reorganization Arrangement Resolution from the registered Auryn Shareholder must be received by Auryn at its registered address for such purpose, 1500-1055 West Georgia Street, Vancouver, B.C. V6E 4N7 Attention: Cory Kent, by not later than 10:00 a.m. (Vancouver time) on October 1, 2020, or two Business days prior to any adjournment of the Meeting, and (b) the registered Auryn Shareholder must have otherwise complied with the

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

11

dissent procedures in the Auryn Interim Order. The right to dissent is described in the Circular and the text of the Auryn Interim Order is set forth in Appendix “D” and Appendix “E” respectively to the Circular. Failure to strictly comply with the requirements set forth in the Auryn Interim Order may result in the loss of any right of dissent. A right of dissent is afforded only to Registered Shareholders, not to any other class of Auryn Securityholder.

SEE “Appendix “M” – ONLINE VOTING INSTRUCTIONS IF YOU WISH TO PARTICPATE IN THE MEETING.

DATED at Vancouver, British Columbia, this September 3, 2020.

BY ORDER OF THE BOARD

“Shawn Wallace”

Shawn Wallace, President and Chief Executive Officer

Voting Methods
	Internet	Telephone or Fax	Mail
Registered Securityholders Common Shares, Options or Warrants held in own name and represented by a physical certificate.	Vote online at www.investorvote.com	Telephone: 1-866-732-8683 Fax: 1-866-249-7775	Return the form of proxy in the enclosed postage paid envelope.
Non-Registered Shareholders Common Shares held with a broker, bank or other intermediary.	Vote online at www.proxyvote.com	Call or fax to the number(s) listed on your voting instruction form.	Return the voting instruction form in the enclosed postage paid envelope.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

12

GENERAL CIRCULAR INFORMATION

Date of Information and General Limitations of Information in this Circular

The information contained in this Circular, unless otherwise indicated, is given as of September 3, 2020.

No person has been authorized to give any information or to make any representation in connection with the matters being considered herein other than those contained in this Circular and, if given or made, such information or representation should be considered or relied upon as not having been authorized. This Circular does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer of proxy solicitation. Neither the delivery of this Circular nor any distribution of securities referred to herein shall, under any circumstances, create any implication that there has been no change in the information set forth herein since the date of this Circular.

Information contained in this Circular should not be construed as legal, tax or financial advice and Auryn Securityholders are urged to consult their own professional advisors in connection with the matters considered in this Circular.

The Reorganization Arrangement, Eastmain Acquisition and Financing have not been approved or disapproved by any securities regulatory authority, nor has any securities regulatory authority passed upon the fairness or merits of the Reorganization Arrangement, Eastmain Acquisition and Financing or upon the accuracy or adequacy of the information contained in this Circular and any representation to the contrary is unlawful.

Cautionary Note to U.S. Securityholders

THE SECURITIES ISSUABLE IN CONNECTION WITH THE REORGANIZATION ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE, NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE PASSED UPON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The SpinCo Shares, the Fury Gold Shares, the Fury Gold Options and the Fury Gold Warrants (collectively, the “Auryn Securities”) to be issued to Auryn Securityholders under the Reorganization Arrangement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and are being issued in reliance on the exemption from registration provided by section 3(a)(10) of the U.S. Securities Act on the basis of the approval of the Court, which will consider, among other things, the fairness of the terms and conditions of the Reorganization Arrangement to Auryn Securityholders. See “The Reorganization Arrangement – Securityholder and Court Approvals – Court Approval of the Reorganization Arrangement”. The Auryn Securities to be issued to Auryn Securityholders under the Reorganization Arrangement will not be subject to resale restrictions under U.S. Securities Laws, except that the U.S. Securities Act imposes restrictions on the resale of securities received pursuant to the Arrangement by persons who are, or within the 90 days immediately before such resale were, “affiliates” of the issuer of those securities. See “Securities Law Matters – U.S. Securities Laws”.

Auryn Securityholders who are U.S. Holders (as defined herein under the heading “Certain U.S. Federal Income Tax Considerations for U.S. Holders”) or otherwise resident in the United States should be aware

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

13

that the Reorganization Arrangement described herein may have tax consequences both in the United States and in Canada. Such consequences for Auryn Securityholders may not be described fully herein. For a general discussion of the principal Canadian federal income tax considerations to investors who are resident in the United States, see “Principal Canadian Federal Income Tax Considerations – Holders Not Resident in Canada”. For a general discussion of certain U.S. federal income tax considerations to investors who are U.S. Holders, see “Certain U.S. Federal Income Tax Considerations for U.S. Holders”. Auryn Securityholders who are U.S. Holders or otherwise resident in the United States are urged to consult their own tax advisors with respect to such Canadian and U.S. federal income tax consequences and the applicability of any federal, state, local, foreign and other tax laws.

Auryn is a “foreign private issuer” within the meaning of Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). Accordingly, Auryn is not subject to the proxy requirements of section 14(a) of the U.S. Exchange Act, and this Circular has been prepared in accordance with the disclosure requirements of Canadian Securities Laws. Auryn Securityholders resident in the United States should be aware that, in general, such Canadian disclosure requirements are different from those applicable to proxy statements, prospectuses or registration statements prepared in accordance with U.S. Securities Laws, as discussed further below under “Note to U.S. Securityholders”. The enforcement by investors of civil liabilities under the U.S. Securities Laws may be affected adversely by the fact that each of Auryn and Auryn is organized under the laws of a jurisdiction other than the U.S., that some or all of their respective officers and directors are residents of countries other than the U.S., that some or all of the experts named in this Circular and the documents incorporated by reference herein may be residents of countries other than the U.S., and that all or a substantial portion of the assets of Auryn and Auryn and such persons are located outside the U.S. As a result, it may be difficult or impossible for Auryn Securityholders resident in the U.S. to effect service of process within the U.S. upon Auryn or Auryn, their respective officers and directors or the experts named in this Circular and any documents incorporated by reference herein, or to realize, against them, upon judgments of courts in the U.S. predicated upon civil liabilities under U.S. Securities Laws. In addition, Auryn Security resident in the U.S. should not assume that Canadian courts: (a) would enforce judgments of U.S. courts obtained in actions against such persons predicated upon civil liabilities under U.S. Securities Laws or the state-specific “blue sky” securities laws of any state within the U.S.; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under U.S. Securities Laws or “blue sky” laws of any state within the U.S.

Cautionary Note regarding Forward–Looking Statements

This Circular and the documents incorporated into this Circular by reference, contain “forward- looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of the applicable Canadian securities legislation (forward-looking information and forward-looking statements being collectively herein after referred to as “forward-looking statements”) that are based on expectations, estimates and projections as at the date of this Circular or the dates of the documents incorporated herein by reference, as applicable. These forward-looking statements include but are not limited to statements and information concerning: the timing for the approval and implementation of the Reorganization Arrangement and Eastmain Acquisition, the potential benefits of the Reorganization Arrangement and Eastmain Acquisition; the likelihood of the Reorganization Arrangement and Eastmain Acquisition being completed; statements relating to the business and future activities of Fury Gold and the SpinCos; future listing of the SpinCo Shares; the forward looking information implied by the pro forma financial statements of Fury Gold and the SpinCos attached hereto as Appendix “J” to this Circular; ability of Fury Gold to advance the Eau Claire Project and of the SpinCos to develop the SpinCos Properties; anticipated developments

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

14

in operations; the adequacy of financial resources; planned exploration or development programs on Fury Gold’s mineral resource properties; the mineral resource estimates disclosed herein or in the documents incorporated herein by reference; and other events or conditions that may occur in the future.

Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might”, or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward- looking statements and are intended to identify forward-looking statements, which include statements relating to, among other things, the ability of Auryn or the SpinCos to continue to successfully compete in the market.

Note to United States Securityholders

THE REORGANIZATION ARRANGEMENT AND THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE REORGANIZATION ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR SECURITIES REGULATORY AUTHORITIES IN ANY STATE IN THE UNITED STATES, NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE IN THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE REORGANIZATION ARRANGEMENT OR UPON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The (i) Fury Gold Shares and the SpinCo Shares to be received by Auryn Shareholders, (ii) the New Auryn Options to be received by the Auryn Optionholders, and (iii) the New Auryn Warrants to be received by the Auryn Warrantholders pursuant to the Reorganization Arrangement, have not been registered under the U.S. Securities Act or applicable state Securities Laws, and are being issued in reliance on the exemption from the registration requirements of the U.S. Securities Act set forth in Section 3(a)(10) thereof on the basis of the approval of the Court, and similar exemptions from registration under applicable state Securities Laws. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration under the U.S. Securities Act where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the fairness of the terms and conditions of such issuance and exchange to those to whom the securities will be issued, at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Reorganization Arrangement will be considered.

The Court issued the Auryn Interim Order on September 1, 2020 and, subject to the approval of the Reorganization Arrangement by the Auryn Shareholders and separately by the Auryn Securityholders voting as a single class, a hearing on the Reorganization Arrangement will be held on October 7, 2020 at 9:45 AM (Vancouver time), or so soon thereafter as counsel may be heard at the Vancouver Courthouse located at 800 Smithe St, Vancouver BC V6Z 2E1. All Auryn Shareholders, Auryn Optionholders and Auryn Warrantholders are entitled to appear and be heard at this hearing. The Auryn Final Order will constitute a basis for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and comparable state securities laws with respect to (i) Fury Gold Shares and the SpinCo Shares to be received by

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

15

Auryn Shareholders, (ii) the New Auryn Options to be received by the Auryn Optionholders, and (iii) the New Auryn Warrants to be received by the Auryn Warrantholders pursuant to the Reorganization Arrangement. Prior to the hearing on the Auryn Final Order, the Court will be informed of this effect of the Auryn Final Order. See “The Meeting – Regulatory Law Matters and Securities Law Matters”.

Auryn Optionholders and Auryn Warrantholders are advised that Section 3(a)(10) of the U.S. Securities Act will not exempt the issuance of the underlying securities upon the exercise of such New Auryn Options or New Auryn Warrants; therefore, the underlying securities issuable upon exercise of the New Auryn Options and New Auryn Warrants cannot be issued in the U.S. or to a Person in the U.S. in reliance on the exemption under Section 3(a)(10) thereof and the New Auryn Options and New Auryn Warrants may only be exercised pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, to the extent that the U.S. Securities Act applies to the holders of such New Auryn Options or New Auryn Warrants.

The solicitation of proxies made pursuant to this Circular is not subject to the requirements of Section 14(a) of the Exchange Act. Accordingly, this Circular has been prepared in accordance with disclosure requirements applicable in Canada, and the solicitations and transactions contemplated in this Circular are made in the U.S. for securities of a Canadian issuer in accordance with Canadian corporate and Securities Laws. Auryn Securityholders in the United States should be aware that such requirements are different from those of the U.S. applicable to registration statements under the U.S. Securities Act and to proxy statements under the Exchange Act.

Without limiting the foregoing, information concerning the mineral properties of Auryn and the SpinCos has been prepared in accordance with the requirements of Canadian Securities Laws, which differ in material respects from the requirements of Securities Laws of the U.S. applicable to U.S. companies subject to the reporting and disclosure requirements of the SEC. Under historic SEC standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the reserve determination, and the SEC does not recognize the reporting of mineral deposits which do not meet the SEC Industry Guide 7 definition of “reserve”. In accordance with NI 43-101, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” used in this Circular or in the documents incorporated by reference in this Circular are defined in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Definition Standards for Mineral Resources and Mineral Reserves adopted by the CIM Council, as amended. The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers, like Auryn, whose securities are registered with the SEC under the U.S. Exchange Act. (the “SEC Modernization Rules”). These amendments became effective February 25, 2019 with compliance required for the first fiscal year beginning on or after January 2, 2021. As a result of the adoption of the SEC Modernization Rules, SEC will now recognize estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”. In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding CIM definitions. United States investors are cautioned that while the above terms are substantially similar to CIM Definitions, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral resources that Auryn reports under NI 43-101 would be the same had we prepared the resource estimates under the standards adopted under the SEC Modernization Rules. Auryn U.S. Securityholders are cautioned that, except for that portion of the mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value. Inferred mineral resources have a high degree of uncertainty as whether they can

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

16

be economically or legally mined. Under Canadian Securities Laws, estimates of inferred mineral resources may not form the basis of an economic analysis. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category or that all or any part of measured or indicated mineral resources will ever be upgraded to mineral reserves.

The financial statements and other financial information included or incorporated by reference in this Circular have been prepared in accordance with IFRS as issued by issued by the International Accounting Standards Board (IASB) and are subject to Canadian auditing and auditor independence standards and thus may not be comparable to financial statements prepared in accordance with United States generally accepted accounting principles and U.S. auditing and auditor independence standards. The audits for financial statements of Auryn have been conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB).

Auryn Shareholders should be aware that the acquisition by Auryn Shareholders of the Fury Gold Shares and the SpinCo Shares pursuant to the Reorganization Arrangement described herein may have tax consequences both in the U.S. and in Canada. Auryn Shareholders who are resident in, or citizens of, the U.S. are advised to review the summary contained in this Circular under the heading “Certain United States Federal Income Tax Considerations” and under the heading “Certain Canadian Federal Income Tax Considerations”, and Auryn Shareholders, Auryn Optionholders and Auryn Warrantholders are urged to consult their own tax advisors to determine the particular United States tax consequences to them of the Reorganization Arrangement in light of their particular situation, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local, or other taxing jurisdiction. No tax analysis of the effects of the Reorganization Arrangement on Auryn Optionholders or Auryn Warrantholders is being provided herein, such holders must seek their own professional advice.

The enforcement by investors of civil liabilities under U.S. Securities Laws may be affected adversely by the fact that each of Auryn and the SpinCos is incorporated or organized outside the U.S., that some or all of their respective officers and directors and the experts named herein are residents of a country other than the U.S., and that all or a portion of the assets of each of Auryn, and the SpinCos and of said persons are located outside the U.S. As a result, it may be difficult or impossible for Auryn U.S. Securityholders to effect service of process within the U.S. upon Auryn and the SpinCos, their respective officers or directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal Securities Laws of the U.S. or “blue sky” laws of any state within the U.S. In addition, Auryn U.S. Securityholders should not assume that the courts of Canada: (1) would enforce judgments of U.S. courts obtained in actions against such persons predicated upon civil liabilities under the federal Securities Laws of the U.S. or “blue sky” laws of any state within the U.S.; or (2) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal Securities Laws of the U.S. or “blue sky” laws of any state within the U.S.

The Fury Gold Shares and the SpinCo Shares to be received by Auryn Shareholders pursuant to the Reorganization Arrangement will be freely transferable under U.S. federal Securities Laws, except by persons who are “affiliates” (as such term is defined in the U.S. Securities Act) of Auryn or the SpinCos, as applicable, after the Effective Date, or were “affiliates” of Auryn or the SpinCos, as applicable, within 90 days prior to the Effective Date. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such Fury Gold Shares or the SpinCo Shares by such an

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

17

affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom. See “The Meeting – Regulatory Law Matters and Securities Law Matters”.

No broker, dealer, salesperson or other person has been authorized to give any information or make any representation other than those contained in this Circular and, if given or made, such information or representation must not be relied upon as having been authorized by Auryn.

Currency and Exchange Rates

Unless otherwise indicated herein, references to “$”, “Cdn$” or “Canadian dollars” are to Canadian dollars, and references to “U.S.$” or “U.S. dollars” are to United States dollars.

The audited consolidated financial statements of the Company as at and for the financial years ended December 31, 2019 and 2018, together with the notes thereto and the auditor’s report thereon (the “Annual Financial Statements”) are presented in Canadian dollars.

The following table sets forth the rate of exchange for the U.S. dollar expressed in Canadian dollars in effect at the end of each of the periods indicated, the average of the exchange rates in effect on the last day of each month during each of the periods indicated, and the high and low exchange rates during each of the periods indicated in each case based on the noon rate of exchange as reported by the Bank of Canada for the conversion of U.S. dollars into Canadian dollars.

	Twelve Months Ended December 31,
	2019		2018
Average rate for period	C$	1.3269	C$	1.2957
Rate at end of period	C$	1.2988	C$	1.3642
High for period	C$	1.3600	C$	1.3642
Low for period	C$	1.2988	C$	1.2288

The rate of exchange as on September 3, 2020 was reported by the Bank of Canada for the conversion of U.S. dollars into Canadian dollars was U.S. $1.00 equals C$ 1.3123.

Reporting Currencies and Accounting Principles

The historical financial statements of Auryn incorporated by reference in this Circular are reported in Canadian dollars and have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (IASB).

Glossary of Terms

In this Circular and accompanying Notice of Meeting, unless there is something in the subject matter inconsistent therewith, the following terms shall have the respective meanings set out below, words importing the singular number shall include the plural and vice versa and words importing any gender shall include all genders. A Glossary of terns used in this document is found in Appendix “A”.

Eligibility for Investment

In the opinion of Thorsteinssons LLP, special Canadian tax counsel to the Company, based on the current provisions of the Income Tax Act (Canada) (the “Tax Act”) and the regulations thereunder (the “Regulations”),

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

18

the Fury Gold Shares would if they were outstanding as of the date hereof be “qualified investments” under the Tax Act and the Regulations for trusts governed by a “registered retirement savings plan” (“RRSP”), “registered retirement income fund” (“RRIF”), “tax-free savings account” (“TFSA”), “registered education savings plan” (“RESP”), registered disability savings plan (“RDSP”) (collectively referred to as “Registered Plans”) and a “deferred profit sharing plan” (collectively with the Registered Plans referred to as “Plans”), provided that the Offered Shares are listed on a designated stock exchange for the purposes of the Tax Act (which currently includes the TSX).

Subject to the election described below, the SpinCo Shares will not be qualified investments for a Plan on the Effective Date as they will not be listed on designated stock exchange on the Effective Date, and neither SpinCo is otherwise a “public corporation” (as such term is defined in the Tax Act). If a SpinCo’s Shares are listed on a designated stock exchange on or before the filing due date of its T2 income tax return for its first taxation year it may make an election in its T2 tax return for the year to be deemed to have been a public corporation from its date of incorporation (the “Election”). The Election would have the retroactive effect of making the SpinCo shares qualified investments for a Plan on the Effective Date. The SpinCo Board of Directors have indicated their intention to seek a listing on a designated stock exchange for each SpinCo within the required period of time to validly make the Election but there can be no assurance such listing application will be made or be accepted by the relevant regulatory authorities.

Notwithstanding that Fury Gold Shares may be a qualified investment for a Registered Plan, the holder of the TFSA or the RDSP, the subscriber of the RESP or the annuitant of the RRSP or RRIF (as the case may be) will be subject to a penalty tax as set out in the Tax Act if the Fury Gold Shares are a “prohibited investment” for the purposes of the Tax Act. The Fury Gold Shares will not generally be a “prohibited investment” for a Registered Plan if the holder, annuitant or subscriber, as the case may be, (i) deals at arm’s length with the Company for the purposes of the Tax Act, and (ii) does not have a “significant interest” (as defined in the Tax Act) in the Company. In addition, the Fury Gold Shares will not be a “prohibited investment” if the Fury Gold Shares are “excluded property” within the meaning of the Tax Act, for the Registered Plan.

Holders, annuitants and subscribers of Registered Plans should consult their own tax advisors with respect to whether Fury Gold Shares would be a prohibited investment having regard to their particular circumstances.

Reserve and Resource Disclosure

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Confidence in an inferred mineral resource estimate is insufficient to allow meaningful application of the technical and economic parameters to enable an evaluation of economic viability sufficient for public disclosure, except in certain limited circumstances set out in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). The mineral resource figures referred to in this Circular and the documents incorporated herein by reference are estimates and no assurances can be given that the indicated levels of metals will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. By their nature, mineral resource estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable. Any inaccuracy or future reduction in such estimates could have a material adverse impact on the Company.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

19

Documents Incorporated by Reference

Information has been incorporated by reference in this Circular from documents filed with securities commissions or similar authorities in British Columbia, Alberta, and Ontario, (collectively, the “Commissions”). These documents are also available through the internet on SEDAR, which can be accessed online at www.sedar.com.

The following documents of the Company, filed by the Company under the Commissions, are specifically incorporated by reference into, and form an integral part of, this Circular:

(a) the annual information form of the Company dated for the financial year ended December 31, 2019 (the “Annual Information Form” or “AIF”) filed on SEDAR March 19, 2020;

(b) the comparative consolidated annual financial statements for the years ended financial year ended December 31, 2018 and December 31, 2019 filed on SEDAR March 19, 2020;

(c) the management’s discussion and analysis of the Company for the financial year ended December 31, 2019 filed on SEDAR March 19, 2020;

(d) the Interim Financial Statements for the six months ended June 30,2020 filed on SEDAR August 11, 2020;

(e) the management’s discussion and analysis of the Company for the period ended June 30, 2020 filed on SEDAR August 11, 2020;

(f) the material change report with respect to the Arrangements dated and filed on SEDAR August 10, 2020 with respect to the announcement of the Arrangements;

(h) the Auryn and Eastmain forms of Support Agreement as filed on SEDAR on August 10, 2020; and

(i) the Arrangement Agreement filed on SEDAR on August 10, 2020.

Any document of the types referred to in the preceding paragraph (excluding press releases and confidential material change reports) or of any other type required to be incorporated by reference after the date of this Circular and prior to the completion of the Arrangements shall be deemed to be incorporated by reference in this Circular.

Any statement contained in this Circular or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Circular, except as so modified or superseded.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

20

SUMMARY OF MEETING MATTERS

This summary is qualified in its entirety by the more detailed information appearing elsewhere in this Circular, including the Appendices which are incorporated into and form part of this Circular. Terms with initial capital letters in this summary are defined in Appendix “A” – Glossary of Terms.

The Meeting

The Meeting will be held virtually via live audio webcast online using Lumi meeting platforms on October 5, 2020 commencing at 10:00 a.m. (Vancouver time). Securityholders are encouraged to attend online. See Appendix “M” – Online Voting Guide for further instructions.

Record Date

Only Auryn Shareholders, Auryn Warrantholders and Auryn Optionholders of record at the close of business on August 24, 2020 will be entitled to receive notice of and vote at the Meeting, or any adjournment or postponement thereof.

Annual and Special Purposes of the Meeting

The purpose of the Meeting is to deal with annual matters including election of directors, appointment of auditors and the consideration of the 2020 Option Plan, as well as the special business being the Reorganization Arrangement, Eastmain Acquisition and Financing. The Reorganization Arrangement and Financing approvals are pre-conditions to the Eastmain Acquisition. Auryn Shareholders will be also asked to approve adoption of updated corporate Articles referred to herein as the “2020 Articles”.

The full text of the Resolutions to approve the Reorganization Arrangement, Eastmain Acquisition and Financing are set out in Appendix “B” to this Circular. In order to implement the Reorganization Arrangement, it must be approved, with or without amendment, by: (a) at least two-thirds of the votes cast in respect of the Reorganization Arrangement Resolution by Auryn Shareholders; and (b) at least two-thirds of the votes cast in respect of the Reorganization Arrangement Resolution by all Auryn Securityholders, voting as a single class, with Auryn Optionholders and Warrantholders having one vote for each Auryn Option and Auryn Warrant held, in each case, in person online or represented by proxy at the Meeting. The Eastmain Acquisition must be approved by a simple majority (50%+1) of the votes cast by Auryn Shareholders at the meeting and the Financing must be approved by a simple majority of disinterested Auryn Shareholders. The requisite majorities required to approve the renewal of the 2020 Option Plan is a simple majority and for the 2020 Articles is a special majority, two-thirds of votes cast by Auryn Shareholders.

See “The Meeting – Approval of Reorganization Arrangement Resolution”.

The Reorganization Arrangement, Eastmain Acquisition and Financing

The Reorganization Arrangement and distribution of the SpinCos are preconditions to the transaction by which Auryn will acquire Eastmain and pursue a Canadian projects strategy under the new name “Fury Gold Mines Limited”. These transactions are contemplated by the July 29, 2020 Arrangement Agreement between Auryn and Eastmain (and the newly formed SpinCos).

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

21

Under the Arrangement Agreement, Eastmain Shareholders as of the closing date of the Transaction will be entitled to receive approximately 0.11728 of a Fury Gold share (approximately 0.16722 of an Auryn Share pre-consolidation) for each Eastmain share. Auryn Shareholders will receive approximately of a 0.7 Fury Gold Share, one SpinCo Sombrero Share and one SpinCo Curibaya Share for each Auryn Share held.

At the Meeting, the applicable Auryn Securityholders will be asked to vote on the Reorganization Arrangement, Eastmain Acquisition and Financing pursuant to terms of the Arrangement Agreement which is further described herein. For more information on the Eastmain Arrangement, see Eastmain’s Management Information Circular dated September 3, 2020, available on SEDAR at www.sedar.com.

The provisions of the Arrangement Agreement are the result of arm’s length negotiations between representatives of Auryn and Eastmain supported by their respective financial and legal advisors. On or about June 24, 2020, discussions ensued under an exclusivity agreement regarding the acquisition of Eastmain by Auryn subject to a spinout of each of Auryn’s Peruvian assets. Upon the conclusion of such negotiations and the approval of their respective boards of directors, a formal Arrangement Agreement was signed on July 29, 2020 and Auryn and Eastmain issued a joint press release that day.

See “The Meeting – Background to Reorganization Arrangement” and “The Meeting –The Reorganization Arrangement”.

The Financing

On August 31, 2020, Auryn entered into a bought deal letter with Canaccord Genuity Corp. and Beacon Securities Limited acting as co-lead underwriters on behalf of a syndicate of Canadian underwriters (the “Underwriters”). Under the bought deal letter the Underwriters agreed to purchase 7.5 million Subscription Receipts in two concurrent tranches at a price of $2.00 per Subscription Receipt and $3.50 per flow-through Subscription Receipt (the “Financing”). Each Subscription Receipt is exchangeable, conditional upon the closing of the Reorganization Arrangement and the Eastmain Arrangement, into one Fury Gold common share. A subscription receipt is a security intended to be interim in nature issued to ensure funding is in place pending another event occurring before they are exchanged into the final security and the cash proceeds released to the issuer. In this case the conditional event is the completion of the Reorganization Arrangement and the Eastmain Acquisition. The Financing is expected to be upsized to $23 million.

Subsequent to the execution of the bought deal letter, and contemporaneous with the finalization of the materials for the Meeting, the Company determined that it may increase the size of the Financing by $500,000 through the issue of an additional 250,000 Subscription Receipts that will entitle the holders to Fury Gold shares that are non-flow through shares (the “Upsizing”). Documentation regardimg the Upsizing was still in process as of the date hereof.

The gross proceeds of the Financing (less the Underwriters’ expenses and 50% of Underwriters’ fees) are expected to be deposited in escrow with Computershare Trust Company of Canada on September 24, 2020. The escrowed funds will be released to Fury Gold immediately following the closing of the Reorganization Arrangement and Eastmain Acquisition. Investors subscribing for the Subscription Receipts will only receive Fury Gold Shares and will not receive the SpinCo Shares. For the 5,000,000 Subscription Receipts that entitle the holders to acquire “flow-through shares” it means that certain allowable deductions from Canadian income taxes which arise because the proceeds will be spent on exploration on a Canadian mineral project will “flow through” to the investor. The 5,000,000 “flow though shares” of Fury Gold which will be issued on exchange of the flow through Subscription Receipts are otherwise identical to all other common shares of Fury Gold.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

22

The Financing represents equity dilution of approximately 9.88% to the Auyrn Shareholders (both before the Reorganization Arrangement, based on 108,225,334 Auryn Shares outstanding and assuming the conversion of the Subsription Receipts is adjusted to reverse the effects of the consolidation, and after the Reorganization Arrangement, based on 75.9 million Auryn Shares being outstanding) (approximately 10.2% assuming completion of the Upsizing), and approximately 6.38% based on on the 110 million Fury Gold Shares to be issued upon completion of the Reorganization Arrangement and Eastmain Acquisition (approximately 6.58% assuming completion of the Upsizing). Investors subscribing for the Subscription Receipt will only receive Fury Gold Shares and will not receive the SpinCo Shares.

The Financing was priced based on arm’s length discussions with the Underwriters based upon factors such as the spin-out of the Peruvian properties and the effect of the Consolidation Ratio which is being effected before trading in the Fury Gold Shares can establish a market price. Pursuant to the policies of the TSX the completion of the Financing is subject to the approval of the disinterested approval of the Auryn Shareholders. Accordingly, any Auryn Shares held by Auryn Shareholders participating in the Financing will be excluded from voting on the Financing Resolution. Auryn does not presently know for certain if current Auryn Shareholders will participate in the Financing but procedures are in place to ensure that each investor in the Financing must certify as to any existing ownership or control over holdings of Auryn voting securities and must abstain from voting on the Financing in respect of those securities. One proposed new Director, Michael Timmins has indicated he will be purchasing 50,000 Subscription Receipts ($100,000) but he is neither an Auryn Shareholder nor will he be an Auryn insider at the time of purchase. No insiders of Auryn are participating in the Financing, and the Financing will not result in a change of control of Auryn.

The proforma share and dilution information provided elsewhere in this Circular does not include the additional Fury Gold Shares which may be issued in the event of the Upsizing.

Recommendation of the Mergers and Acquistions Committee and the Auryn Board

Stifel GMP acted as financial advisor to the Auryn Mergers and Acquistions Committee and provided to the Auryn Mergers and Acquistions Committee its opinion that, as of July 29, 2020 and subject to the assumptions, qualifications and limitations set forth in the Auryn Fairness Opinion, that the transactions contemplated by the Reorganization Arrangement and Eastmain Acquisition are fair, from a financial point of view, to Auryn Shareholders. The Auryn Mergers and Acquistions Committee, after taking into account, among other things, the key benefits and risks of the Reorganization Arrangement and Eastmain Acquisition, and the Auryn Fairness Opinion and after consulting with its legal and financial advisors, unanimously determined that the Reorganization Arrangement and Eastmain Acquisition are in the best interests of Auryn and are fair to the Auryn Shareholders and unanimously recommended that the Auryn Board approve the Arrangement Agreement and recommend that Auryn Securityholders vote FOR the Reorganization Arrangement and that the Auryn Shareholders vote FOR the Reorganization Arrangement, Financing and Eastmain Acquisition resolutions as they appear on the proxy form. After careful consideration and taking into account, among other things, the fairness opinions delivered by Stifel GMP and the recommendation of the Auryn Mergers and Acquistions Committee, the Auryn Board unanimously determined that the Reorganization Arrangement and Eastmain Acquisition are fair to Auryn Securityholders and are in the best interests of Auryn. Accordingly, the Auryn Board unanimously recommends that Auryn Shareholders vote FOR the Reorganization Arrangement, Financing and Eastmain Acquisition. See “The Meeting – Recommendation of the Auryn Board”.

All directors and the senior officers of Auryn intend to vote all of their Auryn Shares, Auryn Options and Auryn Warrants in favour of the Reorganization Arrangement Resolution, Eastmain Acquisition Resolution and Financing Resolution, subject to the terms of the Arrangement Agreement and the Auryn Voting Agreements.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

23

Reasons for the Reorganization Arrangement and Eastmain Acquisition

The Auryn Board has reviewed and considered an amount of information and considered several factors relating to the Reorganization Arrangement and Eastmain Acquisition with the benefit of advice from Auryn’s senior management and its financial and legal advisors. The following is a summary of the principal reasons for the recommendation of the Auryn Board that Auryn Securityholders vote FOR the Reorganization Arrangement, and Auryn Shareholders vote FOR the Reorganization Arrangement, Financing and Eastmain Acquisition:

(a) Enhanced Project Portfolio. The Eastmain Acquisition will add Eastmain’s higher grade Eau Claire Project to Auryn’s project portfolio which will then be focussed entirely on Canadian precious metal projects.

(b) Unlocking Value Peruvian Properties Through the SpinCos. Auryn Shareholders, through their ownership of the SpinCo Shares, will also participate in the SpinCos Properties. The Auryn Shareholders will hold 100% of the issued SpinCo Shares upon completion of the Reorganization Arrangement. The SpinCos will have approximately $6.5 million in cash (with $4.4 million to SpinCo Sombrero and $2.1 million to SpinCoCuribaya) to pursue development of the SpinCos Properties. It is expected that the current management of Auryn will also participate as management of the SpinCos. The creation of two separate companies dedicated to the pursuit of their respective businesses will unlock the value of the Peruvian assets and provide Auryn Shareholders with diversification and increased liquidity for their investment portfolios, as they will hold a direct interest in two companies, each of which is focused and valued on different objectives.

(c) Superior Proposals and Dissent Rights. The Arrangement Agreement allows the Auryn Board, in the exercise of its fiduciary duties, to respond to certain unsolicited Auryn Acquisition Proposals, prior to the Auryn Securityholder Approval, which may be superior to the Reorganization Arrangement. The Auryn Board received advice from its financial and legal advisors that the deal protection terms including the Auryn Expense Fee and the Auryn Termination Fee, and circumstances for payment of such expense and termination fees, are within the ranges typical in the market for similar transactions and are not a significant deterrent to potential Superior Proposals. Registered Auryn Shareholders who oppose the Reorganization Arrangement may, on strict compliance with the Dissent Procedures, exercise their Dissent Rights and receive the fair value of the Dissent Shares.

See “Cautionary Note Regarding Forward-Looking Statements and Risks” and “The Meeting – Reasons for the Reorganization Arrangement.”

Auryn Voting Agreements

On July 29, 2020 Eastmain entered into the Auryn Voting Agreements with Auryn directors and senior officers. The Auryn Voting Agreements set forth, among other things, the agreement of such directors and officers to vote their Auryn Shares and Auryn Options (if any) in favour of the Reorganization Arrangement. As of the Record Date, 17,097,116 of the Outstanding Auryn Voting Securities were subject to the Auryn Voting Agreements, representing approximately 14.81% of the Outstanding Auryn Voting Securities.

See “The Meeting – Auryn Voting Agreements”.

Eastmain Voting Agreements

On July 29, 2020 Auryn entered into the Eastmain Voting Agreements with Eastmain directors and senior officers, as well as certain significant shareholders of Eastmain. The Eastmain Voting Agreements set forth,

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

24

among other things, the agreement of such directors and officers to vote their Eastmain Shares, Eastmain Options (if any) and Eastmain Warrants (if any) in favour of the Eastmain Arrangement (which will result in the Eastmain Acquisition for Auryn). As of the Record Date, 16,962,821 of the Outstanding Eastmain Voting Securities were subject to the Eastmain Voting Agreements, representing approximately 5.3% of the Outstanding Eastmain Voting Securities.

See “The Meeting – Eastmain Voting Agreements”.

Fury Gold Mines Limited

Fury Gold Mines Limited (also “Fury Gold” herein) is the new name for Auryn after it spins out its Peruvian Projects and acquires Eastmain. The registered office of Fury Gold will continue to be located at 1500-1055 West Georgia Street, Vancouver, BC Canada, V6E 4N7 but it is expected that the business office will move to the Toronto area under the leadership of its new CEO, Michael Timmins. Fury Gold will continue to trade on the TSX and NYSE American under the symbol “FURY”. See Appendix “I” – Information Concerning Fury Gold.

SpinCo Sombrero

SpinCo Sombrero is currently a wholly-owned subsidiary of Auryn that has been formed to acquire and will indirectly (through a Peruvian subsidiary) hold the Sombrero Project. The registered office of the SpinCo Sombrero is located at 1500-1055 West Georgia Street, Vancouver, BC, Canada, V6E 4N7. Upon completion of the Reorganization Arrangement and Eastmain Arrangement, SpinCo Sombrero will be an unlisted reporting issuer in British Columbia, Alberta and Ontario and will indirectly operate the Sombrero Project and hold approximately $4.4 million in cash. See Appendix “G” – Information Concerning SpinCo Sombrero.

SpinCo Curibaya

SpinCo Curibaya is currently a wholly-owned subsidiary of Auryn that has been formed to acquire and hold the Curibaya Mineral Project. The registered office of the SpinCo Sombrero is located at 1500-1055 West Georgia Street, Vancouver, BC, Canada, V6E 4N7. Upon completion of the Reorganization Arrangement and Eastmain Arrangement, SpinCo Curibaya will be an unlisted reporting issuer in British Columbia, Alberta and Ontario and will indirectly operate the Curibaya Mineral Project and hold approximately $2.1 million in cash. See Appendix “H” – Information Concerning SpinCo Curibaya.

Pro Forma Financial Statements of Fury Gold, SpinCo Sombrero and SpinCo Curibaya

The pro forma financial statements of Fury Gold, SpinCo Sombrero and SpinCo Curibaya, that give effect to the Reorganization Arrangement, Financing and Eastmain Acquisition, are set forth in Appendix “J” to this Circular.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

25

Pro Forma Capitalization of Fury Gold

A summary of the securities of Fury Gold which will be outstanding and how such securities arise can be summarized as follows:

Type of Security	Eastmain Securities When Exchanged into Fury Gold (shares and dilutives)			Auryn Securities Adjusted to Fury Gold (shares and dilutives)			Total Fury Gold Securities
Common Shares		34,100,000			75,900,000			110,000,000
Financing								7,500,000
Subtotal Shares								117,500,000
Incentive Options		1,694,239	(1)		4,672,165	(2)		6,366,301
Warrants		1,474,263	(1)		351,550	(2)		1,825,813
Total issued on a fully diluted basis								125,692,114

Notes:

(1)     The number of outstanding Fury Gold Options and Fury Gold Warrants has been calculated based on a Consolidation Ratio of 0.7031 (75,900,000 ÷108,225,734).

(2)     The average exercise price of the incentive options is $3.12 per Fury Gold Share and the average exercise price of the 351,550 former Auryn warrants is $2.84 per Fury Gold Share (plus one SpinCo Sombrero share and one SpinCo Curibaya share). The average of the 1,474,263 Eastmain warrants is $1.28 per Fury Gold Share. The proceeds of any exercise former Auryn warrants would be split 80% of Fury Gold and 10% to each SpinCo. Total issued is expected to increase by 250,000 shares due to Upsize of Financing from $22.5 to $23 million.

Principal Conditions to Completion: Reorganization Arrangement and Eastmain Acquisition

Completion of the Reorganization Arrangement and Eastmain Acquisition are subject to a number of conditions which must be fulfilled as of the Effective Time, primarily:

• Approvals by the requisite majorities from both Auryn Securityholders and Auryn Shareholders for the Reorganization Arrangement, Eastmain Acquisition and Financing with any exercise of dissent rights being less than 5% of Auryn Shares and approval of the Eastmain Arrangement by Eastmain Securityholders needed to effect the Eastmain Acquisition with any exercise of Eastmain dissent rights being less than 5% of Eastmain Shares;

• Approval by disinterested Auryn Shareholders of the Financing which is a condition for the completion of Eastmain Acquisition;

• The approvals for both companies from the Toronto Stock Exchange having been obtained and for Auryn, the additional approval of the NYSE American;

• Final orders being granted by the British Columbia Supreme Court and Ontario Superior Court of Justice for Auryn and Eastmain respectively; and

• The absence of material adverse events for either company, no other specified termination event having occurred and completion of all transactions effected by November 30, 2020.

The Arrangement Agreement also provides that the respective obligations of Eastmain and Auryn to complete the Reorganization Arrangement and the Eastmain Arrangement are subject to the satisfaction or waiver of certain additional customary conditions precedents (see Appendix “K” – Summary of the Arrangement Agreement).

See “The Meeting – The Arrangement Agreement – Conditions to the Reorganization Arrangement and the Eastmain Arrangement Becoming Effective.”

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

26

Auryn Non-Solicitation of Acquisition Proposals

Pursuant to the Arrangement Agreement, Auryn has agreed not to solicit, initiate, encourage or facilitate any Acquisition Proposals. However, the Auryn Board does have the right to consider and accept a Superior Proposal under certain conditions. Eastmain has the right to match any Acquisition Proposal that the Auryn Board has determined is, or is reasonably likely to be or lead to, a Superior Proposal in accordance with the Arrangement Agreement. If Auryn accepts a Superior Proposal or if Eastmain declines to match any Superior Proposal and terminates the Arrangement Agreement, Auryn must pay Eastmain the termination payment calculated as 3.75% of the deemed value of Auryn’s Canadian projects (the “Termination Payment”). Auryn’s right to accept Superior Proposals continues only until the Meeting has occurred. (See Appendix “K” – Summary of the Arrangement Agreement).

See “The Meeting – The Arrangement Agreement – Auryn Non-Solicitation”.

Termination of Arrangement Agreement

The Arrangement Agreement may be terminated prior to the Effective Time in certain circumstances many of which lead to payment by Auryn to Eastmain of the Expenses Fee of up to $500,000. The Arrangement Agreement may be terminated:

(a) by mutual written agreement of Auryn and Eastmain;

(b) by Auryn or Eastmain if: (A) completion has not occurred by the November 30, 2020 Outside Date (unless extended); (B) any law is enacted that makes the consummation of the transactions; and (C) the Arrangements do not receive the necessary support form shareholders or their respective companies;

(c) by a party if the other party’s board changes its recommendation to approve due to having received a superior proposal.

See Appendix “K” – Summary of the Arrangement Agreement.

Procedure for Distribution of SpinCos’ Share Certificates

For each Registered Auryn Shareholder, accompanying this Circular is an Auryn Letter of Transmittal.

In order for a Registered Auryn Shareholder to receive the SpinCo Shares and the Fury Gold Shares for each Auryn Share held by such Registered Auryn Shareholder, such Registered Auryn Shareholder must deposit the certificate(s) or direct registration statements representing his, her or its Auryn Shares with Computershare together with the Letter of Transmittal. The Auryn Letter of Transmittal, properly completed and duly executed, together with all other documents and instruments referred to in the Auryn Letter of Transmittal or reasonably requested by Computershare, must accompany all certificates or DRS Statements for Auryn Shares deposited pursuant to the Arrangement. Any Non-Registered Auryn Shareholder whose Auryn Shares are registered in the name of a broker, investment dealer, bank, trust corporation, trustee or other nominee should contact that nominee for assistance in depositing such Auryn Shares and should follow the instructions of such nominee in order to deposit such Auryn Shares with Computershare.

After the Effective Time, share certificates representing, on their face, Auryn Shares, shall for all purposes be deemed to be share certificates representing Fury Gold Shares (but subject to the Consolidation Ratio); however, holders of Auryn share certificates will not be able to trade those on a market until they have been exchanged for certificates representing Fury Gold Shares. No SpinCo Shares will be issued to the holder of an Auryn Share certificate until it is tendered to Computershare with the Letter of Transmittal.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

27

Option Certificates

New option certificates shall be issued with respect to the Fury Gold Options issued in connection with the Reorganization Arrangement. After the Effective Time, option certificates representing, on their face, Auryn Options, shall continue for all purposes be deemed to be option certificates representing Fury Gold Options provided that the number of Options shall be deemed reduced by multiplying the number of Auryn Options previously outstanding by the Consolidation Ratio and the exercise price of the Fury Gold Options will be the previous price divided by the Consolidation Ratio. The exercise price of the Fury Gold Option may be further adjusted downwards as permitted by the policies of the TSX to provide for the distribution of the SpinCo Shares to the Auryn Shareholders by an amount that is no greater than the difference between: (i) the VWAP of the Auryn Shares for the five trading days before the Effective Date and (ii) the VWAP of the Fury Gold Shares for the five trading days commencing on and following the Effective Date.

On completion of the Arrangements, there will be Fury Gold Options to purchase 4,672,165 Fury Gold Shares arising from Auryn Options and a further 1,694,136 Eastmain Replacement Options arising from former Eastmain Options exercisable at an average price of $3.12 per Fury Gold Share.

Warrant Certificates

Each Auryn Warrant outstanding as the Effective Time will be deemed to be exchanged for Fury Gold Replacement Warrant which will be exercisable at the exercise price of the Auryn Warrant it replaces divided by the Consolidation Ratio, permitting the holder to acquire the aggregate of: (i) one Fury Gold Share times the Consolidation Ratio; (ii) one SpinCo Sombrero Share; and (iii) one SpinCo Curibaya Shares. Except as otherwise provided in the Auryn Plan of Arrangement, the term, expiry, conditions to and manner of exercising, and all other terms and conditions of a Fury Gold Option will be the same as the Auryn Warrant for which it is exchanged. No new warrant certificates will be issued by the Company. There are Auryn Warrants to purchase 500,000 Auryn Shares currently outstanding, none of which are held by insiders of Auryn.

Dissent Rights

The Auryn Interim Order provides that each Registered Auryn Shareholder will have the right to dissent and, if the Reorganization Arrangement becomes effective, to have such holder’s Auryn Shares cancelled in exchange for payment from Auryn equal to the Fair Market Value of such holder’s Auryn Shares as of the day of the Meeting in accordance with the provisions of the Auryn Interim Order. In order to validly dissent, any such Registered Auryn Shareholder must not vote any Auryn Shares in respect of which Dissent Rights have been exercised in favour of the Reorganization Arrangement Resolution, must provide Auryn with written objection to the Reorganization Arrangement by 4:00 p.m. (Vancouver time) on October 1, 2020 or two Business Days prior to any adjournment of the Meeting, and must otherwise comply with the Dissent Procedures provided in the Auryn Interim Order. A Non-Registered Auryn Shareholder who wishes to exercise Dissent Rights must arrange for the Registered Auryn Shareholder(s) holding its Auryn Shares to deliver the Dissent Notice. See “The Meeting – Dissent Rights”, Appendix “D” and Appendix “E”.

If a Dissenting Auryn Shareholder fails to strictly comply with the requirements the Dissent Rights as set out under the Auryn Interim Order, the BCBCA and the Auryn Plan of Arrangement, such holder will lose its Dissent Rights. The Dissent Rights are set out in their entirety in the Auryn Interim Order, the text of which is set out in Appendix “D” to this Circular.

It is a condition of the Reorganization Arrangement that holders of no more than 5% of Auryn Shares shall have exercised Dissent Rights (and not withdrawn such exercise).

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

28

Income Tax Considerations

Summary of Certain Canadian Income Tax Considerations

Canadian Resident Shareholders will generally be deemed for purposes of the Tax Act to receive a dividend from Auryn on the distribution to them of SpinCo Shares, to the extent that the Fair Market Value of the SpinCo Shares received by the Resident Shareholder exceeds the paid-up capital (as determined for the purposes of the Tax Act) attributable, on a pro rata basis, to the Class A Shares exchanged. The cost of the Fury Gold Shares will be deemed to be equal to the amount, if any, by which the adjusted cost base of the Class A Shares exceeds the Fair Market Value of the SpinCo Shares received.

On the exchange of Class A Shares for Fury Gold Shares and the SpinCo Shares, a capital gain (or capital loss) may also be realized by a Resident Shareholder equal to the amount by which (a) the aggregate of the cost of the SpinCo Shares and of the Fury Gold Shares received less the amount of any dividend deemed to be received on the exchange exceeds (or is less than) (b) the aggregate of the adjusted cost base of the Class A Shares exchanged and any reasonable costs of disposition.

As set out above, if the aggregate Fair Market Value of the SpinCo Shares, at the time they are distributed on the exchange of Class A Shares for Fury Gold Shares and the SpinCo Shares, exceeds the aggregate paid-up capital of the Class A Shares, a dividend will be deemed to be paid by Auryn to Non-Resident Shareholders which will be subject to Canadian withholding tax. Auryn and any relevant intermediary, may sell the SpinCo Shares on behalf of an Auryn Shareholder who is subject to this withholding, in order to meet Auryn’s withholding tax obligations (including any applicable interest and penalties) arising as a result of any deemed dividend.

Non-Resident Shareholders of Auryn Shares will generally not be taxable in Canada with respect to any capital gains generated on the disposition of Class A Shares and Fury Gold Shares pursuant to the Reorganization Arrangement so long as such shares do not constitute “taxable Canadian property” as defined in the Tax Act.

A summary of certain Canadian federal income tax considerations in respect of the proposed Reorganization Arrangement is included under “Certain Canadian Federal Income Tax Considerations” and the foregoing is qualified in full by the information in such section.

Summary of Certain U.S. Federal Income Tax Considerations

For U.S. federal income tax purposes, it is anticipated that the Reorganization Arrangement will not be a tax-free transaction for Auryn Shareholders that are U.S. Holders. The fair market value of the SpinCo shares received should be taxable as dividend to U.S. Holders subject to the passive foreign investment company rules. The foregoing is qualified in full by the information provided in “Certain United Stated Federal Income Tax Considerations”. U.S. Holders are strongly encouraged to read that section in full and to consult their own tax advisors with respect to the U.S. federal, state, local and non-U.S. tax consequences to them, in light of their particular circumstances, of the Reorganization Arrangement and the ownership and disposition of the SpinCo Shares and Fury Gold Shares.

Court Approval

The Reorganization Arrangement requires Court approval under the BCBCA. In addition to this approval, the Court will be asked for a declaration following a Court hearing that the Reorganization Arrangement is fair to the Auryn Shareholders. Prior to the mailing of this Circular, Auryn submitted, along with other materials, a copy of

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

29

the Circular to the Court and subsequently obtained the Auryn Interim Order providing for the calling and holding of the Meeting, the Dissent Rights and certain other procedural matters. Following receipt of Auryn Securityholder Approval, Auryn intends to make application to the Court for the Auryn Final Order at 09:45 AM (Vancouver time), or as soon thereafter as counsel may be heard, on October 7, 2020 at the Vancouver Courthouse, 800 Smithe Street, Vancouver, British Columbia, or at any other date and time as the Court may direct. McMillan LLP, counsel to Auryn, has advised that, in deciding whether to grant the Auryn Final Order, the Court will consider, among other things, the fairness of the Reorganization Arrangement to Auryn Securityholders.

Any Auryn Shareholder who wishes to appear or be represented and to present evidence or arguments at that hearing must file and serve a response to petition no later than 4:00 PM (Vancouver time) on October 5, 2020 along with any other documents required, all as set out in the Auryn Interim Order and Notice of Petition, the text of which are set out in Appendix “D” to this Circular and satisfy any other requirements of the Court. Such Persons should consult with their legal advisors as to the necessary requirements.

The Court may approve the Reorganization Arrangement either as proposed or as amended in any manner the Court may direct, and subject to compliance with such terms and conditions, if any, as the Court sees fit.

The Court will be advised, prior to the hearing, that the Court’s approval of the Reorganization Arrangement (including the fairness thereof) will form a basis for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the (i) SpinCo Shares and the Fury Gold Shares to be received by Auryn Shareholders, (ii) the Fury Gold Options to be received by the Auryn Optionholders, and (iii) the New Auryn Warrants to be received by the Auryn Warrantholders, each pursuant to the Reorganization Arrangement. See “The Meeting – Court Approval of the Reorganization Arrangement”.

Regulatory Law Matters and Securities Law Matters

Canadian Securities Law Matters

The issuance pursuant to the Reorganization Arrangement of the Fury Gold Shares and the SpinCo Shares, the issuance of Subscription Receipts under the Financing and their exchange into Fury Gold Shares (flow-through and non-flow-through) as well as all other issuances, trades and exchanges of securities under the Reorganization Arrangement, will be made pursuant to exemptions from the registration and prospectus requirements contained in applicable Canadian provincial securities legislation or, where required, exemption orders or rulings from various securities regulatory authorities in the provinces and territories of Canada where Auryn Shareholders are resident. Auryn is currently a “reporting issuer” under the applicable securities legislation in the provinces of British Columbia, Alberta and Ontario. Under National Instrument 45-102 – Resale of Securities (“NI 45-102”) (and if required, orders and rulings from various securities regulatory authorities in the provinces and territories of Canada where Auryn Shareholders are resident), the Fury Gold Shares and the SpinCo Shares received by Auryn Shareholders pursuant to the Reorganization Arrangement and the Fury Gold Shares received by holders of Subscription Receipts upon the satisfaction of Escrow Release Conditions pursuant to the Financing may be resold through registered dealers in Canadian provinces or territories without any “hold period” restriction (provided that no unusual effort is made to prepare the market or create a demand for these securities, no extraordinary commission or consideration is paid in respect of the sale and, if the seller is an insider or officer of the issuer, the seller has no reasonable grounds to believe that the issuer is in default of securities legislation). Resales of Fury Gold Shares and the SpinCo Shares will, however, be subject to resale restrictions where the sale is made from the holdings of any Person or combination of Persons holding a sufficient number of Fury Gold

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

30

Shares or the SpinCo Shares, as the case may be, to affect materially the control of Fury Gold or the SpinCos, respectively.

See “The Meeting – Regulatory Law Matters and Securities Law Matters”.

United States Securities Law Matters

The Fury Gold Shares and the SpinCo Shares to be issued to Auryn Shareholders in exchange for their Auryn Shares, the Fury Gold Options to be issued to Auryn Optionholders and the New Auryn Warrants to be issued to the Auryn Warrantholder pursuant to the Reorganization Arrangement have not been registered under the U.S. Securities Act or applicable state Securities Laws, and are being issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act set forth in Section 3(a)(10) thereof and similar or other exemptions from registration under applicable state Securities Laws. The Fury Gold Shares and the SpinCo Shares to be issued to Auryn Shareholders will be freely transferable under U.S. federal Securities Laws, except by Persons who are “affiliates” of Auryn or the SpinCos, as applicable, after the Effective Date, or were “affiliates” of Auryn or the SpinCos, as applicable, within 90 days prior to the Effective Date. As defined in Rule 144 under the U.S. Securities Act, an “affiliate” of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer. Usually this includes the directors, executive officers and principal shareholders of the issuer. See “The Meeting – Regulatory Law Matters and Securities Law Matters”.

The solicitation of proxies made pursuant to this Circular is not subject to the requirements of Section 14(a) of the Exchange Act. Accordingly, the solicitation of proxies and transactions contemplated herein are being made in accordance with Canadian corporate and Securities Laws. Auryn Securityholders should be aware that requirements under such Canadian laws may differ from requirements of the United States applicable to registration statements under the U.S. Securities Act and to proxy statements under the Exchange Act. The financial statements and other financial information included or incorporated by reference in this Circular have been prepared in accordance with IFRS as issued by issued by the International Accounting Standards Board (IASB) and thus may not be comparable to financial statements and financial information of United States companies.

NEITHER THE FURY GOLD SHARES NOR THE SPINCO SHARES TO WHICH AURYN SHAREHOLDERS WILL BE ENTITLED PURSUANT TO THE REORGANIZATION ARRANGEMENT HAVE BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

See “The Meeting – Regulatory Law Matters and Securities Law Matters”.

Other Matters – Adoption of 2020 Articles and 2020 Option Plan

As more particularly described herein the Company is proposing that Auryn Shareholders approve for a further three years the Company’s 10% rolling stock option plan (first adopted in 2017, the “2017 Option Plan”) which will incorporate all current Auryn Options and include the options reserved to replace Eastmain Options (the “Eastmain Replacement Options”) assuming the Eastmain Acquisition is completed.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

31

Risk Factors

The following risk factors, which relate to the Reorganization Arrangement and Eastmain Acquisition to create Fury Gold, should be considered by Auryn Securityholders in evaluating whether to approve the Reorganization Arrangement, Financing and Eastmain Acquisition and by Auryn Shareholders in evaluating whether to approve the Reorganization Arrangement, Financing and Eastmain Acquisition Resolutions. These risk factors should be considered in conjunction with the risks described in Appendix “F” – Information Concerning Eastmain, Appendix “G” and Appendix “H” for information concerning the SpinCos, and Appendix “I” – Information Concerning Fury Gold to this Circular, as well as in the Auryn AIF and Eastmain AIF, which are available on SEDAR (www.sedar.com) under Auryn’s and Eastmain’s issuer profiles, respectively, together with the other information contained in or incorporated by reference into this Circular.

Risk Factors Relating to the Reorganization Arrangement and Eastmain Acquisition

Auryn Shareholders cannot be certain of the market value of the Fury Gold Shares because the distribution of the SpinCos will remove the value of the Peruvian Projects and it is uncertain how much of the value of Auryn Shares these projects represent.

There can also be no assurance that the trading price of the Fury Gold Shares will not decline following the completion of the Reorganization Arrangement and Eastmain Acquisition. Fury Gold will be less geographically diversified in that all its projects will located be in Canada.

There can be no certainty that all conditions precedent to the Reorganization Arrangement and Eastmain Acquisition will be satisfied or waived. Failure to complete the Reorganization Arrangement and Eastmain Acquisition could negatively impact the market price of Auryn Shares.

The Reorganization Arrangement and Eastmain Acquisition are subject to certain conditions that may be outside the control of the Parties, including, without limitation, the receipt of the Final Orders, the approval of the Reorganization Arrangement and Eastmain Acquisition Resolutions, the approval of the Reorganization Arrangement and Eastmain Acquisition and the receipt of any other necessary regulatory approvals in respect of the Reorganization Arrangement. There can be no certainty, nor can either Party provide any assurance, that these conditions will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived. If the Reorganization Arrangement and Eastmain Acquisition are not completed, the market price of Auryn Shares may decline to the extent that the market price reflects a market assumption that the Reorganization Arrangement and Eastmain Acquisition will be completed. If the Reorganization Arrangement and Eastmain Acquisition are not completed and the Auryn Board or the Eastmain Board, as the case may be, decides to seek another merger or business combination, there can be no assurance that Auryn will be able to find a party that would better fit Auryn’s business and operations than the Reorganization Arrangement and Eastmain Acquisition represent or that Auryn will be able to undertake a business combination on equivalent on more attractive terms than those under the Arrangement Agreement. If the Reorganization Arrangement and Eastmain Acquisition are not completed, Auryn have funded the Underwriters’ expenses and 50% of the Underwriters’ commissions of approximately $600,000 without receiving any proceeds of the Financing, which could have a material adverse affect on Auryn’s financial position and consequently its operations.

There can be no assurance that the TSX and NYSE American stock exchanges will accept the Arrangements.

Completion of the Reorganization Arrangement and Eastmain Acquisition is subject to the acceptance of the TSX. There can be no assurance that the Reorganization Arrangement, Financing and Eastmain Acquisition will be approved by the requisite special majority and disinterested majority of the Auryn Shareholders and

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

32

Securityholders, as applicable, or that Auryn will be able to satisfy the shareholder approval requirements under section 611(c) of the TSX Company Manual. If such acceptance of the TSX is not obtained, there can be no guarantee of the successful completion of the Reorganization Arrangement, Financing and Eastmain Acquisition as a condition to the closing of the Reorganization Arrangement and Eastmain Acquisition is the acceptance of the TSX, subject to standard listing conditions.

The Arrangement Agreement may be terminated by Auryn or Eastmain in certain circumstances.

Each of Auryn and Eastmain has the right to terminate the Reorganization Arrangement and Eastmain Acquisition Agreement and not complete the Reorganization Arrangement in certain circumstances such a material adverse effect affecting a party. In addition, completion of the Reorganization Arrangement and Eastmain Acquisition are subject to a number of conditions precedent, certain of which are outside the control of Auryn and/or Eastmain. There is no certainty, nor can either Party provide any assurance, that these conditions will be satisfied or waived.

Potential payments to Auryn Shareholders who exercise Dissent Rights could have an adverse effect on the Fury Gold’s financial condition or prevent the completion of the Reorganization Arrangement.

Auryn Shareholders (but not holders of Auryn Options or Auryn Warrants) have the right to exercise Dissent Rights and demand payment equal to the fair value of their Auryn Shares in cash. If Dissent Rights are exercised in respect of a significant number of Auryn Shares but less than 5%, a substantial cash payment may be required to be made to such Auryn Shareholders, which could have an adverse effect on Fury Gold’s financial condition and cash resources. Further, Auryn’s obligation to complete the Reorganization Arrangement and Eastmain Acquisition is conditional upon dissent rights not being exercised by Auryn Shareholders or Eastmain Shareholders holding more than 5% of the issued and outstanding Auryn Shares or Eastmain Shares respectively. Accordingly, the Reorganization Arrangement and Eastmain Acquisition may not be completed if Auryn Shareholders or Eastmain exercise Dissent Rights in respect of more than 5% of the issued and outstanding Auryn Shares or Eastmain Share respectively.

The unaudited pro forma consolidated financial statements of Fury Gold are presented for illustrative purposes only and may not accurately reflect Fury Gold’s financial condition or results of operations following the Reorganization Arrangement, Financing and Eastmain Acquisition.

The unaudited pro forma consolidated financial statements contained in this Circular are presented for illustrative purposes only as of their respective dates and may not be an indication of the financial condition or results of operations of Fury Gold following the Reorganization Arrangement and Eastmain Acquisition for several reasons. For example, the unaudited pro forma consolidated financial statements have been derived from the respective historical financial statements of Auryn and Eastmain, and certain adjustments and assumptions made as of the dates indicated therein may not be fully relevant to Fury Gold and other adjustments and assumptions have been made to give effect to the Reorganization Arrangement and Eastmain Acquisition and the other respective relevant transactions which may not, with the passage of time, turn out to be relevant or correct. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with complete accuracy.

Auryn has relied on information made available to it by Eastmain.

Other than publicly-available information, all historical information relating to Eastmain presented in this Circular, has been provided in exclusive reliance on the information made available by Eastmain to Auryn and its

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

33

representatives. Although Auryn has reviewed this information and has no reason to doubt the accuracy or completeness of the information provided by Eastmain, any inaccuracy or omission in such information contained in this Circular could arise for human error or inadvertence and result in unanticipated reductions in estimated size or grade of mineral resources, increased liabilities or expenses, increase the cost of integrating Fury Gold or adversely affect the operational plans of the combined entities and its result of operations and financial condition.

If Auryn is unable to complete the Reorganization Arrangement and Eastmain Acquisition or if completion of the Reorganization Arrangement and Eastmain Acquisition is delayed, there could be a material and adverse effect on Auryn’s business, financial condition, operating results and/or the price of the Auryn Shares.

If the Reorganization Arrangement and Eastmain Acquisition is not completed, the market price of the Auryn Shares may decline and its business may suffer. In addition, Auryn will remain liable for significant consulting, accounting and legal costs relating to the Reorganization Arrangement and Eastmain Acquisition and will not realize the anticipated synergies, growth opportunities and other benefits of the Reorganization Arrangement and Eastmain Acquisition. If the Reorganization Arrangement and Eastmain Acquisition are delayed, the achievement of these synergies and the realization of these growth opportunities could be delayed and may not be available to the same extent.

While the Reorganization Arrangement and Eastmain Acquisition is pending, Auryn is restricted from taking certain actions.

The Arrangement Agreement restricts Auryn from taking certain specified actions until the Reorganization Arrangement and Eastmain Acquisition is completed without the consent of Eastmain. These restrictions may prevent Auryn from pursuing attractive business opportunities that may arise prior to the completion of the Reorganization Arrangement.

Management time and attention diverted from the existing business of Auryn.

Significant management time and attention has and will be diverted from the existing business of Auryn in order to undertake the Reorganization Arrangement and Eastmain Acquisition, which could have an adverse impact on Auryn.

Completion of the Reorganization Arrangement and Eastmain Acquisition is subject to the condition that a Material Adverse Effect has not occurred

The completion of the Reorganization Arrangement and Eastmain Acquisition is subject to the condition that, among other things, there shall not have occurred a Material Adverse Effect on or prior to the date of the Reorganization Arrangement and Eastmain Acquisition which is continuing as at the Effective Date. Although a Material Adverse Effect excludes certain events, including events in some cases that are beyond the control of Auryn, there can be no assurance that a Material Adverse Effect will not occur prior to the Effective Time. If such a Material Adverse Effect occurs and Auryn or Eastmain, as applicable does not waive the same, the Reorganization Arrangement and Eastmain Acquisition would not proceed.

The completion of the Reorganization Arrangement and Eastmain Acquisition may be delayed due to health epidemics and other outbreaks of communicable diseases.

The emergence of COVID-19 could adversely impact the ability of the parties to obtain necessary approvals or delay or hinder the integration of Auryn and Eastmain.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

34

Risk Factors Related to Fury Gold

Fury Gold may be unable to successfully integrate the businesses of Auryn and Eastmain and realize the anticipated benefits of the Reorganization Arrangement and Eastmain Acquisition.

Auryn and Auryn are proposing to complete the Reorganization Arrangement and Eastmain Acquisition to strengthen the position of each entity in the mining industry and to, among other things, combine the assets of both companies to realize certain benefits, including those set forth in this Circular under the heading “The Reorganization Arrangement and Eastmain Acquisition – Reasons for the Auryn Board and Auryn Board Recommendations”. Achieving the benefits of the Reorganization Arrangement and Eastmain Acquisition depends in part on the ability of Fury Gold to (i) effectively fund and develop Fury Gold’s key projects (ii) capitalize on its increased scale, (iii) realize the anticipated capital and operating synergies, (iv) profitably sequence the growth prospects of its asset base, (v) maximize the potential of its improved growth opportunities, and (vi) maximize capital funding opportunities. A variety of factors, including those risk factors set forth in this Circular and in the documents incorporated by reference herein, may adversely affect the ability of Fury Gold to achieve the anticipated benefits of the Reorganization Arrangement and Eastmain Acquisition.

There are risks related to the integration of the existing businesses of Auryn and Eastmain.

The ability to realize the benefits of the Reorganization Arrangement and Eastmain Acquisition including, among other things, those set forth in this Circular under the heading “The Reorganization Arrangement and Eastmain Acquisition – Reasons for the Auryn Board and Auryn Board Recommendations”, will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner. This integration will require the dedication of substantial management effort, time and resources which may divert management’s focus and resources from other strategic opportunities of Fury Gold following completion of the Reorganization Arrangement and Eastmain Acquisition, and from operational matters during this process.

The mineral resource estimates on the Eau Claire Project may not be accurate.

The figures for mineral resources in respect of the Eau Claire Project are estimates only and no assurance can be given that the tonnages and grades are accurate, will in future be converted into reserves or can in future be mined or processed profitably. Actual mineral resources may not conform to geological, metallurgical or other expectations, and the volume and grade of ore recovered may be below the estimated levels. There are numerous uncertainties inherent in estimating mineral reserves and mineral resources, including many factors beyond Fury Gold’s control.

Fury Gold will face competition for mineral interest acquisitions and the mining industry is competitive in all stages.

The mining industry is intensely competitive in all its phases and Fury Gold will compete with many companies possessing greater financial and technical resources than Fury Gold. Competition in the precious metals mining industry is primarily for: mineral rich properties that can be developed and produced economically; the technical expertise to find, develop, and operate such properties; the labour to operate the properties; and the capital for the purpose of funding the exploration, development, construction and operation of such properties. Many competitors not only explore for and mine precious metals but conduct refining and marketing operations on a global basis. Such competition may result in Fury Gold being unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund its operations and develop its properties.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

35

Existing or future competition in the mining industry could materially adversely affect Fury Gold’s prospects for mineral exploration and success in the future. Higher gold prices may encourage increases in mining exploration, development and construction activities, which may result in increased demand for, and cost of, exploration, development and construction services and equipment. Increased demand for services and equipment could cause project costs to increase materially, resulting in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, or at all, and increase potential scheduling difficulties and cost increases due to the need to coordinate the availability of services or equipment, any of which could materially increase project exploration, development or construction costs, result in project delays or both.

The issuance of the Fury Gold Shares and Eastmain Replacement Options for the Eastmain Acquisition could adversely affect the market price of Fury Gold Shares.

If the Reorganization Arrangement and Eastmain Acquisition are completed, a significant number of additional Auryn Shares will be issued, or reserved for issuance, and will become available for trading in the public market. The increase in the number of Fury Gold Shares may lead to sales of such shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market price of, Fury Gold Shares.

The operations of the Fury Gold will be dependent on the market price of mineral commodities.

The profitability of Fury Gold’s future operations will be dependent upon the market price of mineral commodities. Mineral prices, including the price of gold, fluctuate widely and are affected by numerous factors beyond the control of Fury Gold. One such factor is COVID-19, which has caused significant fluctuations of the market price and volatility of commodities. The level of interest rates, the rate of inflation, the world supply and liquidity of mineral commodities and the stability of exchange and future rates can also all cause significant fluctuations in prices. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems and on-going political developments. The price of mineral commodities, including the price of gold, has fluctuated widely in recent years, and future price declines could cause commercial production to be impracticable, thereby having a material adverse effect on Fury Gold’s business, financial condition and results of operations.

Fury Gold may not realize the benefits of its growth projects.

As part of its strategy, Fury Gold will continue its efforts to acquire new mineral projects and will have an expanded portfolio of such projects. A number of risks and uncertainties are associated with the exploration and development of mineral projects, including political, regulatory, design, construction, labour, operating, technical and technological risks, uncertainties relating to capital and other costs and financing risks.

Risk Factors Related to the Operations of Auryn

Whether or not the Reorganization Arrangement and Eastmain Acquisition is completed, Auryn will continue to face many of the risks that it currently faces with respect to its business and affairs. Certain of these risk factors have been disclosed in the annual audited consolidated financial statements of Auryn and the notes thereto for each of the years ended December 31, 2019 and 2018 and related management discussion and analysis and in the Auryn Annual Information Form each of which are incorporated by reference into this Circular and have been filed on SEDAR (www.sedar.com) under Auryn’s issuer profile.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

36

GENERAL PROXY INFORMATION

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by the management of Auryn for use at the Meeting, to be held on October 5, 2020, at the time and place and for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the directors and regular employees of Auryn at nominal cost paid by Auryn. Auryn has also retained Laurel Hill to provide the following services in connection with the Meeting: review and analysis of the Circular, recommending corporate governance best practices where applicable, liaising with proxy advisory firms, developing and implementing Auryn Shareholder, Auryn Optionholder and Auryn Warrantholder communication and engagement strategies, advice with respect to Meeting and proxy protocol, reporting and reviewing the tabulation of Auryn Securityholder proxies, and the solicitation of Auryn Shareholder, Auryn Optionholder and Auryn Warrantholder proxies including contacting Auryn Shareholders, Auryn Optionholder and Auryn Warrantholder by telephone. Auryn will pay a fee of $60,000 for these services plus out of pocket expenses.

Auryn Shareholders, Auryn Optionholders and Auryn Warrantholders can contact Laurel Hill at the contact information located on the cover page of this Circular.

How a Vote is Passed

At the Meeting, Auryn Securityholders will be asked, among other things, to consider and to vote to approve the Reorganization Arrangement Resolution approving the Reorganization Arrangement. To be effective, the Reorganization Arrangement must be approved by a resolution passed by: A) not less than two-thirds of the votes cast by Auryn Shareholders; and B) not less than two- thirds of the votes cast by Auryn Securityholders, voting together as a single class, with the Auryn Optionholders having one vote for each Auryn Option held and the Auryn Warrantholders having one vote for each Auryn Warrant held, in each case, voting in person (online) or by proxy at the Meeting.

The Eastmain Acquisition Resolution and the Financing Resolution need to be passed by simple majorities (50% +1) while the Financing Resolution needs to be passed by “disinterested” Auryn Shareholders. Accordingly, any Auryn Shares held by Auryn Shareholders participating in the Financing will be excluded from voting on the Financing Resolution. Auryn does not presently know for certain if current Auryn Shareholders will participate in the Financing but procedures are in place to ensure that each investor in the Financing must certify as to any existing ownership or control over holdings of Auryn voting securities and must abstain from voting on the Financing in respect of those securities.

Who can Vote?

Only Auryn Shareholders can vote on all matters to come before the Meeting. If you are a Registered Auryn Shareholder, Auryn Optionholder or Auryn Warrantholder as at August 24, 2020, you are entitled to attend at the Meeting online and cast a vote for each Auryn Share, Auryn Warrant and Auryn Option registered in your name on the Reorganization Arrangement Resolution. If the Auryn Shares, Auryn Warrants or Auryn Options are registered in the name of a corporation, a duly authorized officer of the corporation may attend on its behalf, but documentation indicating such officer’s authority should be presented at the Meeting. If you are a Registered Auryn Shareholder, Auryn Warrantholder or Auryn Optionholder but do not wish to, or cannot, attend the Meeting online you can appoint someone who will attend the Meeting and act as your proxyholder to vote in accordance with your instructions. If your Auryn Shares are registered in the name of a “nominee” (usually a bank, trust company, securities dealer or other financial institution) you should refer to the section entitled “Non-Registered Holders” set out below.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

37

It is important that your Auryn Shares, Auryn Warrants and Auryn Options be represented at the Meeting regardless of the number of Auryn Shares or Auryn Options you hold. If you will not be attending the Meeting in person, we encourage you to complete, date, sign and return your form of proxy as soon as possible so that your Auryn Shares and/or Auryn Options will be represented.

How do I Vote?

Registered Auryn Shareholders, Auryn Optionholders or Auryn Warrantholders can vote in a number of ways:

• Mail: To the offices of Computershare Investor Services Inc. Attention: Proxy Department, 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1;

• Fax: Computershare Investor Services Inc.: 416-263-9524 (toll-free: 1-866-249-7775);

• Online: Go to the website indicated on the proxy form (www.investorvote.com) and follow the instructions on the screen;

• Phone: Call the toll-free number indicated on the proxy form (1-866-732-VOTE) and follow the instructions using your 15 digit control number located at the bottom left hand corner of your proxy;

• Online: Virtually at the Meeting (see Appendix “M” – Online Voting Guide); or

• Ask Laurel Hill to assist you in completion a proxy. Laurel Hill’s phone number is on the cover page of this Circular.

Appointment of Proxies / Appointing a Proxyholder

The persons named in the enclosed form of proxy are each either a director or an officer of Auryn. An Auryn Securityholder who wishes to appoint some other person to represent such Auryn Securityholder at the Meeting may do so by crossing out the name on the form of proxy and inserting the name of the person proposed in the blank space provided in the enclosed form of proxy. Such other person need not be an Auryn Securityholder. If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy are appointed to act as your proxyholder.

Regardless of who you appoint as your proxyholder, you can either instruct that appointee how you want to vote or you can let your appointee decide for you. In order to be valid, you must return the completed form of proxy to our transfer agent, Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 or by toll free North American fax number 1-866-249-7775, or by international fax number 1-416-263-9524 and you are required to register your proxy with Computershare at www.computershare.com/ forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting. The Chair of the Meeting may waive the proxy cut-off time at his discretion without notice.

What is a Proxy?

A form of proxy is a document that authorizes someone to attend the Meeting and cast your votes for you. We have enclosed a form of proxy with this Circular. You should use it to appoint a proxyholder, although you can also use any other legal form of proxy.

Appointing a Proxyholder

The persons named in the enclosed form of proxy are each either a director or an officer of Auryn. If you are an Auryn Securityholder entitled to vote at the Meeting, you have the right to appoint a person or company other

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

38

than either of the persons designated in the form of proxy. An Auryn Securityholder who wishes to appoint some other person to represent such Auryn Securityholder at the Meeting may do so by crossing out the name on the form of proxy and inserting the name of the person proposed in the blank space provided in the enclosed form of proxy. Such other person need not be an Auryn Securityholder. To vote your Auryn Shares, Auryn Warrants or Auryn Options, your proxyholder must attend the Meeting and follow the procedures set out Appendix “M” for attending online. If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy are appointed to act as your proxyholder.

Instructing your Proxy and Exercise of Discretion by your Proxy

You may indicate on your form of proxy how you wish your proxyholder to vote your Auryn Shares, Auryn Warrants or Auryn Options. To do this, simply mark the appropriate boxes on the form of proxy. If you do this, your proxyholder must vote your Auryn Shares, Auryn Warrants or Auryn Options in accordance with the instructions you have given.

If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your proxyholder can vote your Auryn Shares, Auryn Warrants or Auryn Options as he or she thinks fit. If you have appointed the persons designated in the form of proxy as your proxyholder they will, unless you give contrary instructions, vote FOR all of the resolutions set out in the Form of Proxy provided by Management for the Meeting, and for the nominee named in this Circular for election as directors of Auryn.

Further details about these matters are set out in this Circular. The enclosed form of proxy gives the persons named on it the authority to use their discretion in voting on amendments or variations to matters identified on the Notice of Meeting. At the time of printing this Circular, the management of Auryn is not aware of any other matter to be presented for action at the Meeting. If, however, other matters do properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters. Proxy holders will be asked to approve the Upsizing of the Financing to $23.0 million increased from an originally planned $22.5 million.

Changing your mind

If you want to change your vote you can by: (a) attending the Meeting and voting in person if you were a Registered Auryn Shareholder, Auryn Warrantholder or Auryn Optionholder at the Record Date of August 24, 2020; (b) voting again online at least 48 hours before the Meeting; (c) signing and returning a proxy bearing a later date; (d) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the Registered Office of Auryn located at Suite 1500 – 1055 West Georgia St. Vancouver, BC V6E 4N7; or (e) in any other manner permitted by law.

Your proxy will only be revoked if a revocation is received by 10:00 a.m. (Vancouver time) on the last Business Day before the day of the Meeting or delivered to the person presiding at the Meeting before it commences. Registered Auryn Shareholders, Auryn Warrantholders and Auryn Optionholders who revoke their proxy and do not replace it with another that is deposited with us before the deadline, may still vote their shares and options, but to do so they must attend the Meeting in person. Non-Registered Shareholders who wish to change their vote must provide instructions in advance of the cut-off date specified by its Intermediary, so that the Intermediary can change the voting instructions on behalf of the Non-Registered Shareholder.

Non-Registered Holders

The Notice of Meeting, the Circular and the proxy-related materials (collectively, the “Meeting Materials”) are being sent to both registered and non-registered holders of Auryn Shares and to holders of Auryn Warrants and

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

39

Auryn Options. Non-registered shareholders are either “objecting beneficial owners” or “OBOs”, who object to intermediaries disclosing information about their identity and ownership in the Corporation or “non- objecting beneficial owners” or “NOBOs”, who do not object to such disclosure. All Auryn Options and Auryn Warrants are registered in the names of the holders, therefore this section is not applicable to them. If your Auryn Shares are not registered in your own name, they will be registered either:

• in the name of an Intermediary that the Non-Registered Shareholder deals with, in respect of the Auryn Shares. Intermediaries include banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or

• in the name of a depository such as DTC or CDS.

In accordance with Canadian securities Laws and the Auryn Interim Order, Auryn has caused to be distributed copies of the Meeting Materials to DTC, CDS and Intermediaries for onward distribution to Non-Registered Shareholders. Auryn intends to pay for intermediaries to deliver the Meeting Materials to OBOs. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either:

(a) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “VIF”) which the Intermediary must follow. Typically, the VIF will consist of a one-page pre-printed form. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge in Canada and in the United States. Broadridge typically prepares a machine-readable VIF, mails those forms to Non-Registered Shareholders and asks Non-Registered Shareholders to return the forms to Broadridge or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Additionally, Auryn may utilize Broadridge’s QuickVoteTM service to assist eligible Auryn Shareholders with voting their shares directly over the phone. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of the Auryn Shares to be represented at the Meeting. Sometimes, instead of the one-page pre-printed form, the VIF will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other information. In order for this form of proxy to validly constitute a voting instruction form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or

(b) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Auryn Shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Computershare.

In either case, the purpose of these procedures is to permit Non-Registered Auryn Shareholders to direct the voting of their Auryn Shares. Should a Non-Registered Shareholder who receives either a voting instruction form or a form of proxy wish to attend the Meeting and vote virtually (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the names of the persons named in the form of proxy and insert the Non-Registered Shareholder’s (or such other person’s) name in the blank space provided or, in the case of a voting instruction form, follow the directions indicated on the form. In either case, Non-Registered Shareholder should carefully follow the instructions of their Intermediaries and their service companies, including those regarding when and where the voting instruction form or the proxy is to be delivered and contact their broker or Intermediaries promptly if they need assistance.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

40

Non-Registered holders may vote in the following ways:

• Internet Vote – www.proxyvote.com (enter the 16-digit control number provided on your voting information form to vote);

• Telephone Vote – As provided by financial intermediaries; or

• Online at the virtual Meeting – if they have appointed themselves as proxyholder (see Appendix “M” – Online Voting Guide).

If you have voted and wish to change your voting instructions, you should contact your nominee to discuss whether this is possible and what procedures you must follow.

If your Auryn Shares are not registered in your own name, Auryn’s transfer agent will not have a record of your name and, as a result, unless your nominee has appointed you as a proxyholder, will have no knowledge of your entitlement to vote. If you wish to vote at the virtual Meeting, you must appoint yourself as proxyholder by inserting your own name in the space provided on the form of proxy or VIF sent to you by your intermediary, and follow all of applicable instructions provided by your intermediary AND you must also register yourself as your proxyholder, at by 10:00 a.m. (Vancouver time) on October 1, 2020. By doing so, you are instructing your intermediary to appoint you as proxyholder. Non-registered Shareholders who have not appointed themselves as proxyholder (and registered as instructed below) cannot vote online during the Meeting.

If you are an U.S. Non-Registered Holder, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to:

Computershare Investor Services Inc.

100 University Avenue

8th Floor

Toronto, Ontario

M5J 2Y1

OR

Email: USLegalProxy@computershare.com

Requests for registration must be labeled as “Legal Proxy” and be received no later than 10:00 a.m. (Vancouver time) on October 1, 2020. You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the Meeting and vote your Auryn Shares at https://web.lumiagm.com/481668070 (password: auryn2020) during the Meeting. Please note that you are required to register your appointment with Computershare at www.computershare.com/Auryn at least 48 hours before the Meeting.

Voting Securities and Principal Holders

The Auryn Board has fixed August 24, 2020 as the record date (the “Record Date”) for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Auryn Shares voted at the Meeting.

The Company is authorized to issue an unlimited number of Auryn Shares. As of the Record Date, there were 108,225,734 Auryn Shares issued and outstanding, each carrying the right to one vote. There are no Common Shares held in escrow. No group of shareholders has the right to elect a specified number of directors, nor are

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

41

there cumulative or similar voting rights attached to the Auryn Shares. The Company is also authorized to issue an unlimited number of preferred shares. There were no preferred shares issued and outstanding as at the Record Date.

To the knowledge of the directors and executive officers of the Company, the following corporation beneficially owned, directly or indirectly, or exercised control or direction over, Auryn Shares carrying more than 10% of the voting rights attached to all outstanding Auryn Shares as at the Record Date:

Shareholder Name(1)	Number of Common Shares Held			Percentage of Issued Common Shares
Goldcorp Inc., a wholly owned subsidiary of Newmont Corporation		11,124,228	(1)		10.27	%

Note:

(1) The above information was obtained from public sources.

Financial Statements

The audited consolidated financial statements of the Company for its fiscal year ended December 31, 2019, together with the report of the auditor and the related management discussion and analysis, will be placed before the AurynShareholders at the Meeting (together, the “financial statements”). The financial statements are filed with the securities commissions or similar regulatory authorities in British Columbia, Alberta and Ontario. Auryn Shareholders may review or download the statements via the Internet on SEDAR at www.Sedar.com.

Votes Necessary to Pass Resolutions

In order to implement the Reorganization Arrangement, it must be approved, with or without amendment, by: (a) at least two-thirds of the votes cast in respect of the Reorganization Arrangement Resolution by Auryn Shareholders; and (b) at least two-thirds of the votes cast in respect of the Reorganization Arrangement Resolution by Auryn Shareholders, Auryn Optionholders and Auryn Warrantholders, voting as a single class, with Auryn Optionholders having one vote for each Auryn Option held and Auryn Warrantholders having one vote for each Auryn Warrant held, in each case, online or represented by proxy at the Meeting. The Eastmain Acquisition must be approved by a simple majority of the votes cast in respect of the Eastmain Acquisition Resolution by Auryn Shareholders online or represented by proxy at the Meeting. The Financing must be approved by a simple majority of the votes cast in respect of the Financing Resolution by disinterested Auryn Shareholders (excluding the votes of any Auryn Shareholder know to be participating in the Financing) online or represented by proxy at the Meeting. The requisite majorities required to approve the equity option incentive plans (2020 Option Plan) is a simple majority (50%+1) of the votes cast by Auryn Shareholders and for the 2020 Articles, a special majority (2/3) of the votes cast by Auryn Shareholders, in each case, online or represented by proxy at the Meeting. Directors are elected by a simple plurality of votes.

Election of Directors

The size of the Auryn Board was set at seven (7) directors by ordinary resolution at the June 5, 2019 shareholders meeting however the Auryn Board has determined that the number of directors on the Auryn Board for the ensuing year will be increased to eight (8). Saga Williams and Michael Timmins (who will be the new Chief Executive Officer of Fury Gold) are being nominated to be directors. Auryn Shareholders will therefore be asked to approve a resolution to set the number of persons to be elected to an Auryn Board position at the Meeting at eight (8) for the ensuing year. If the Eastmain Acquisition is completed it is intended that three of the directors nominated herein (Messrs. Wallace, Fretwell and Arribas) will resign and two nominees from Eastmain (Messrs. Schultz and Hoffman) will join the Board. Brief bios follow for all these persons.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

42

The term of office of each of the current directors will end at the conclusion of the Meeting. Unless the director’s office is vacated earlier in accordance with the provisions of the BCBCA, each director elected will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

The following disclosure sets out the names of management’s nominees for election as directors, all major offices and positions held by each nominee with the Company and any of its significant affiliates, each nominee’s principal occupation, business or employment (for the five preceding years for new director nominees), the period of time during which each has been a director of the Company and the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the Record Date:

Name of Nominee; Current Position with the Company and Province or State and Country of Residence	Period as a Director of the Company	Common Shares Beneficially Owned or Controlled(1)
Ivan James Bebek Executive Chairman, Director British Columbia, Canada	Since November 2, 2009		5,063,000
Shawn Wallace(8) President, Chief Executive Officer, Director British Columbia, Canada	Since May 7, 2013		2,912,633
Steve Cook(2)(3)(4)(5) Director British Columbia, Canada	Since October 28, 2013		1,050,324	(7)
Gordon J. Fretwell(2)(3)(4)(5)(8) Director British Columbia, Canada	Since October 28, 2013		145,784
Jeffrey R. Mason(2)(3)(4)(5) Director British Columbia, Canada	Since February 7, 2019		800,000
Antonio Arribas(8) Director Texas, U.S.	Since August 17, 2015		180,000
Alison Sagateh (“Saga”) Williams Director Nominee Ontario Canada	Proposed Director		Nil
Michael Timmins(6) Director Nominee British Columbia Canada	Proposed Chief Executive Officer Nominee		Nil	(6)

Notes:

(1) The information as to Auryn Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees.

(2) Member of Audit Committee.

(3) Member of Compensation Committee.

(4) Member of Nominating and Governance Committee.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

43

(5) Member of Mergers and Acquisitions Committee.

(6) Mr Timmins will be employed as the new Chief Executive Officer of Fury Gold upon completion of the Eastmain Acquisition.

(7) 935,324 of these Common Shares are held by SM Cook Legal Services Law Corporation, a company over which Mr. Cook has control and direction.

(8) Messrs Wallace, Fretwell and Arribas will resign in the event of completion of the Eastmain Acquisition and Messrs Schultz and Hoffman will replace them leaving a vacancy until the position is filled. Mr Kosowan will not stand for re-election.

Occupation, Business or Employment of Nominees

	Ivan James Bebek – Mr. Bebek is Executive Chairman and Director of the Company. Mr. Bebek has over 18 years’ of experience in mineral project acquisition and financing. Mr. Bebek was formerly the President, CEO and co-founder of Cayden Resources, which was sold to Agnico Eagle Mines for $205 million in November 2014, and a co-founder of Keegan Resources (now Galiano Gold). Mr. Bebek is a co-founder, Co-Chairman and Director of Torq Resources (formerly Stratton Resources).
	Shawn Wallace – Mr. Wallace is President, Chief Executive Officer and Director of the Company. Mr. Wallace has been involved in all aspects of the mining industry, from mineral exploration and project management, to financing, mergers & acquisitions, and corporate development. Over the past 30 years, Mr. Wallace has been instrumental in building numerous high-quality mineral exploration, development, and production companies including co-founding Cayden Resources, which was acquired by Agnico Eagle Mines for $205 million. Mr. Wallace is also a co-founder and Director of Asanko Gold (now Galiano Gold) and a co-founder, Co-Chairman and Director of Torq Resources.
	Steve Cook – Mr. Cook is a practicing tax partner at the law firm of Thorsteinssons LLP, in Vancouver. Mr. Cook received his B. Comm. and LL.B. degrees from the University of British Columbia and was called to the British Columbia Bar in 1982. Mr. Cook is a specialist in corporate and international tax planning, offshore structures, representation, and civil and criminal tax litigation. Mr. Cook has served on the board of Brett Resources prior to it being acquired by Osisko Mining and Cayden Resources prior to it being acquired by Agnico Eagle Mines. Mr. Cook currently serves as a Director of Torq Resources and Lasalle Exploration.
	Gordon J. Fretwell – Mr. Fretwell holds a B. Comm. degree and graduated from the University of British Columbia in 1979 with his Bachelor of Law degree. Formerly a partner in a large Vancouver law firm, Mr. Fretwell has, since 1991, been a self-employed solicitor (Gordon J. Fretwell Law Corporation) in Vancouver, practicing primarily in the areas of corporate and securities law. He currently serves on the board of several public companies engaged in mineral exploration including: Asanko Gold (now Galiano Gold) Canada Rare Earth Corporation and RE Royalties Ltd.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

44

	Jeffrey R. Mason – Mr. Mason is a CPA and holds an ICD designation. Mr. Mason has extensive experience in the exploration, development, construction and operation of precious and base metals projects in the Americas, Asia and Africa, including 15 years as a Principal, Director and Chief Financial Officer for the Hunter Dickinson Inc. group of companies. Mr. Mason began his career with Deloitte LLP as a CPA, followed by six years at Barrick Gold Corporation. Overall, Mr. Mason has served as Chief Executive Officer, Chief Financial Officer, Corporate Secretary and Board Director for over 20 public companies listed on the TSX, TSXV, NYSE American and NASDAQ. Most recently Mr. Mason was the Chair of the board and interim CEO of Great Panther Mining. Mr. Mason currently serves as an independent Director of Torq Resources.
	Antonio Arribas – Mr. Arribas holds a BA and MSc in Geology from the Universidad de Salamanca and a PhD from the University of Michigan. He is a world-renowned expert on Au-Cu-Ag deposits with over 20 years’ experience in the mineral exploration industry across multiple companies and geographic regions. Mr. Arribas has held a variety of positions including Vice President Geoscience at BHP Billiton Minerals Exploration in Singapore (2013), Senior Manager Geosciences at Newmont Mining Corp. (2012) in Denver, Colorado, and Exploration Manager South America at Placer Dome Exploration in Reno, Nevada (2006). Mr. Arribas is a Professor in Economic Geology and holder of the Kenneth F. and Patricia Clark Distinguished Chair at the University of Texas at El Paso. In 2013, Mr. Arribas served as President of the Society of Economic Geologists, Inc. (SEG), where he continues to be a member.
	Michael Timmins – Mr. Timmins brings over 20 years of experience as a mining executive from his work with a number of companies, including Agnico Eagle Mines and Placer Dome. Mr. Timmins was Vice President of Corporate Development at Agnico, where he played a key role in the development of the Kittila mine in northern Finland and in the acquisition of Osisko Mining for C$3.9 billion. He has degrees from Queen’s University (EMBA), the University of British Columbia (M. Sc. Metallurgy) and Bishop’s University (B.Sc.). Mr. Timmins also serves as a Director and Audit Committee member for Excellon Resources.
	Alison Sagateh (“Saga”) Williams – Ms. Williams, LLB has worked in Indigenous communities in government and corporate roles in the capacity of legal counsel, negotiations and governance, and as a strategic advisor, for over 20 years. Ms. Williams has been on negotiation teams that have successfully settled over $1 billion in agreements and has worked on Indigenous community engagement and negotiations to support national energy and mining projects. Ms. Williams teaches at Osgoode Hall Law School as an Adjunct Professor and supports student led negotiations focussing on consultation, Indigenous rights and reconciliation. Over the last 25 years, she has also held many non-profit board positions. Ms. Williams is Anishinaabe, a member of Curve Lake First Nation, and is currently an elected official for her community.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

45

Pursuant to the Arrangement Agreement, Michael Hoffman and Blair Schultz will be appointed Directors of Fury Gold if the Eastmain Acquisition is completed (in place of Messrs Arribas, Wallace, and Fretwell who will retire to allow for the two new appointments plus leave an additional vacancy):
	Michael Hoffman – Mr. Hoffman, a director of Eastmain since March 2016, is an experienced mining executive with over 30 years of practice in the mining industry including engineering, mine operations, corporate development, projects and construction. He has direct experience in a number of commodities including coal, precious metals, base metals and potash. Mr. Hoffman also has direct northern Canadian mining experience including operations and projects. In addition to being a director of Eastmain, he is also a director of Trevali Mining Corporation and of Havilah Mining. He has experience serving on audit committees, sustainability committees, nominating and governance and compensation committees. Mr. Hoffman holds a Bachelor of Applied Science, Mining Engineering from Queen’s University and is a Professional Engineer in the province of Ontario.
	Blair Schultz – Mr. Schultz, a director since April 2016 and brings over 20 years of experience in financial, operational, project finance and capital markets experience. Mr. Schultz served as Interim CEO of Havilah Mining from June 2018 to January 2019. He is Chairman of Board of Directors for Havilah Mining (from March 2018) and Ring the Bell Capital Corp (CPC launched February 2018) and formerly for Klondex Mines Ltd. (from June 2012 to September 2018), OK2 Minerals (since August 2016 to September 2018), and VMS Ventures Inc. (from July 2015 to April 2016). His board duties have included Chairman, Audit Committee Chair, Special Committee Chair and members of Compensation, Governance, Health and Safety and Nomination committees. From October 2016 to September 2017, Blair became interim President and CEO of Langhaus Financial, a firm that designs customized wealth and capital planning structures and lends capital through debt and private equity for Canada’s leading mid-market entrepreneurs. He served as Chairman of Klondex from June 2012 to September 2014. As Chairman, Mr. Schultz played a vital role in restructuring the Company and later took a temporary role with the executive at Klondex from September 2014 to August 2015. Prior to his time at Klondex, Mr. Schultz spent 13 years from 2001 to 2014 with K2 and Associates Investment Management Inc. He was Vice President and held various positions most notably, Head of Special Situations, Portfolio Management and Trading.

None of the proposed nominees for election as a director of the Company are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the Company acting solely in such capacity.

Cease Trade Orders and Bankruptcy

Except as set out below, within the last 10 years before the date of this Circular, to the knowledge of the Company, no proposed nominee for election as a director of the Company was a director or executive officer of any company (including the Company in respect of which this Circular is prepared) or acted in that capacity for a company that was:

(a) subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days;

(b) subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

46

denied the relevant company access to any exemption under the securities legislation, for a period of more than 30 consecutive days;

(c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or has become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director;

(d) subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(e) subject to any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Gordon Fretwell was a director of TSXV listed Lignol Energy Corporation (“Lignol”) from January 2007 to May 2015. Lignol went into receivership on August 22, 2014.

Jeffery Mason was a director since March 2015 of the online shoe retailer Shoes.com Technologies Inc., a private BC company, and was a director since September 2016 of certain of its wholly-owned private subsidiary companies, including Shoes.com, Inc., a Delaware company, and Onlineshoes.com, Inc., a Washington State company, but was never a director of Shoeme Technologies Limited, a Canadian Federal private company (together, Shoeme Technologies Limited, Shoes.com Technologies Inc., Shoes.com, Inc. and Onlineshoes.com, Inc., the “Shoes Private Companies”). In September 2016, following the resignation of the prior chief financial officer, Mr. Mason assumed the role of interim chief financial officer of the Shoes Private Companies. Due in part to an increasing competitive landscape, the Shoes Private Companies became insolvent, and were not believed to be financeable. The boards of directors of the Shoes Private Companies determined that the interests of stakeholders would be best protected by placing the Shoes Private Companies into receivership in February 2017. Mr. Mason resigned as interim chief financial officer and director of the Shoes Private Companies in February 2017.

Mr. Mason was a director of Red Eagle Mining Corporation, a TSX listed company, commencing on January 1, 2010 continuing to his resignation on June 22, 2018. Subsequently, on November 9, 2018, the secured lenders gave default notice and a demand letter under the secured credit facility advised of their intention to appoint FTI Consulting as receiver over Red Eagle Mining’s assets. Red Eagle Mining had negotiated a restructuring, announced August 24, 2018, under which the secured lenders would write off a significant part of their debt to enable Red Eagle Mining to recommence operations, but the restructuring was contingent upon a U.S.$38 million equity financing from Annibale SAC, personally guaranteed by its principal Fernando Palazuelo. Annibale SAC defaulted on that commitment and as a result, the restructuring could not proceed.

Conflicts of Interest

Directors and officers of Auryn are also directors, officers and/or promoters of other reporting and non-reporting issuers which raises the possibility of future conflicts in connection with mineral property opportunities which they may become aware of and have a duty to disclose to more than the issuer on whose board they serve. This type of conflict is common in the junior resource exploration industry where directors offer serve on several boards in the same industry. Conflicts, if any actually arise, will be subject to the disclosure and abstention procedures under the BCBCA.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

47

Majority Voting Policy

The Auryn Board believes that each of its members should carry the confidence and support of its shareholders. To this end, on April 12, 2017 the Auryn Board adopted a majority voting policy for the election of directors. The policy provides that if a nominee for election as director receives a greater number of “withheld” votes than “for” votes, that nominee will tender a resignation to the Chair of the Auryn Board following the meeting of shareholders at which the director is elected. The Auryn Board will consider the offer of resignation and announce its decision on whether to accept it in a press release within 90 days following the shareholder meeting.

In its deliberations, the Auryn Board will consider all factors it deems relevant including any stated reasons why shareholders “withheld” votes from the election of that director, the length of service and the qualifications of the director, the director’s contributions to the Company, the effect such resignation may have on the Company’s ability to comply with any applicable governance rules and policies and the dynamics of the Auryn Board, and whether the resignation would be in the best interests of the Company. The Auyrn Board will be expected to accept the resignation except in situations where extenuating circumstances would warrant the director to continue to serve.

This policy only applies in circumstances involving an uncontested election of directors, being those where the number of director nominees is the same as the number of directors to be elected to the Auryn Board. This policy is now part of the governance policies on the Company’s website.

Proposed Advisory Board

The Auryn Board intends that Fury Gold will have an advisory board with a mandate to seek input into Fury Gold’s corporate development strategy. Each member of the advisory board will be subject to a customary advisory board member agreement requiring confidentiality and non-competition in consideration for compensation which will be commensurate with the time and effort requests made of the advisory board members from time to time.

Shawn Wallace:

Mr. Wallace is expected to retire from the Auryn Board concurrently with completion of the Eastmain Acquisition. He has been involved in all aspects of the mining industry, from mineral exploration and project management, to financing, mergers & acquisitions and corporate development. Over the past 30 years, Mr. Wallace has been instrumental in building numerous high-quality mineral exploration, development and production companies, including co-founding Cayden Resources, which was acquired by Agnico Eagle Mines for $205 million. Mr. Wallace is also a co-founder and Director of Asanko Gold (now Galiano Gold) and a co-founder, Co-Chairman and Director of Torq Resources.

Laurie Curtis:

Mr. Curtis is a professional geologist who has spent over 50 years exploring and developing mining assets, especially in the Americas. He founded Intrepid Minerals, which transitioned through merger and acquisition to Intrepid Mines, which became a gold producer and developer. He has been actively involved as Director on the boards of several junior developers with producing mines, including Wheaton River Minerals, High River Gold Mines, Breakwater Resources and Buryatzoloto. Later in his career, Laurie shifted to the financial sector as a Mining Research Analyst for Clarus Securities then subsequently as Vice President, Senior Analyst for Dundee Capital Markets. He joined Eastmain as a Director and Chairman in September 2015 and currently also serves as a Director of Excellon Resources. Laurie graduated with a BSc (Hons) from the Australian National University, a PhD at University of Toronto, and is Registered Professional Geoscientist in Ontario.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

48

Corporate Disclosure Policy

Auryn adheres to a comprehensive disclosure policy that governs communication and information management by Company personnel. To this end, on June 11, 2018 the Auryn Board adopted a Disclosure, Confidentiality and Insider Trading policy (the “Disclosure Policy”) which sets out specific procedures for reviewing and approving the dissemination of company information to the public. The Company has a Disclosure Committee that is responsible for the administration of the Disclosure Policy and its compliance with legal statutes, policies and procedures regarding disclosure of Company information.

The Disclosure Policy includes, but is not limited to, the following basic elements:

• Confidentiality. In carrying out the Company’s business activities, employees, officers and directors often learn confidential or proprietary information about the Company, its shareholders, suppliers, or joint venture parties. Confidentiality of such information must be respected, except when disclosure is authorized or legally mandated. Confidential or proprietary information includes any non-public information that would be harmful to the Company, useful or helpful to competitors if disclosed or would provide unfair advantage within the capital markets; and

• Securities Law & Insider Trading. Auryn complies with all applicable securities laws and regulations to ensure that material, non-public information (“inside information”), is disclosed using proper authority and in accordance with the law. Only those personnel who have a need to know receive inside information before it is released to the public. Company insiders must not use inside information for personal profit and must not take advantage of inside information by trading, or providing inside information to others to trade in the securities of the Company.

Appointment of Auditor

Deloitte LLP, Chartered Professional Accountants, 939 Granville Street, Vancouver, British Columbia V6Z 1L3, will be nominated at the Meeting for appointment as auditor of the Company. Deloitte LLP, Chartered Professional Accountants, is the current auditor of the Company and was first appointed effective October 28, 2015 replacing a smaller local Vancouver audit firm. Deloitte LLP is independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

Audit Committee and Relationship With Auditor

Under National Instrument 52-110 – Audit Committees (“NI 52-110”), the Company is required to disclose its audit committee information annually in its Annual Information Form. The Company refers to its Annual Information Form as filed on SEDAR at www.sedar.com on March 19, 2020 for current information concerning the Audit Committee of the Company. The Charter of the Company’s Audit Committee can be viewed at https://www.aurynresources.com/site/assets/files/1895/charterauditcommitteeaug2017.pdf.

CORPORATE GOVERNANCE

General

Corporate governance refers to the policies and structure of the board of directors of a company, whose members are elected by and are accountable to the shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Auryn Board is committed to sound corporate governance practices; as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

49

Mandate of the Auryn Board

The Auryn Board has a formal mandate as outlined in the Governance Policies which can be accessed on the Company’s website http://www.aurynresources.com/corporate/corporate-governance/. The Auryn Board guidelines mandate the Auryn Board to: (i) assume responsibility for the overall stewardship and development of the Company and the monitoring of its business decisions; (ii) identify the principal risks and opportunities of the Company’s business and ensure the implementation of appropriate systems to manage these risks; (iii) oversee ethical management and succession planning, including appointing, training and monitoring of senior management and directors; and (iv) oversee the integrity of the Company’s internal financial controls and management information systems. The Governance Policies include written charters for each of the Auryn Board committees and it contains a Code of Business Conduct and Ethics (the “Code of Ethics”), policies dealing with issuance of news releases and also disclosure documents. The Company’s Code of Ethics provides a framework for undertaking ethical conduct in employment, and pursuant to the Code of Ethics the Company will not tolerate any form of discrimination or harassment in the workplace.

Auryn Board and Board Committees

The Auryn Board is responsible for corporate governance and establishes the overall policies and standards of the Company. The Auryn Board meets on a regularly scheduled basis. In addition to these meetings, the directors are kept informed of our operations through reports and analyses by, and discussions with, management.

Composition of the Auryn Board

Regulatory policies require that a senior listed issuer’s board of directors determine the status of each director as independent or not, based on each director’s interest in or other relationship with, the Company. Such policies recommend that a board of directors be constituted with a majority of directors who qualify as independent directors (as defined below). A board of directors should also examine its size with a view to determining the impact of the number of directors upon the effectiveness of the board of directors, and should implement a system enabling an individual director to engage an outside advisor at the expense of the corporation in appropriate circumstances. The Company has policies that allow for retention of independent advisors by members of the Auryn Board when they consider it advisable.

Under regulatory policies, an “independent” director does not have, “directly or indirectly, a financial, legal or other relationship with the Company.” Generally speaking, a director is independent if he or she is free from any employment, business or other relationship which could, or could reasonably be expected to; materially interfere with the exercise of the director’s independent judgement. A material relationship includes having been (or having a family member who has been) within the last three years an employee or executive of the Company or having been employed by the Company’s external auditor. An individual who (or whose family member) is or has been within the last three years, an executive officer of an entity where any of the Company’s current executive officers served at the same time on that entity’s compensation committee is deemed to have a material relationship as is any individual who (or whose family members or partners) received directly or indirectly, any consulting, advisory, accounting or legal fee or investment banking compensation from the Company (other than compensation for acting as a director or as a part time chairman or vice-chairman).

The Auryn Board is proposing eight (8) nominees for election to the office of director, six (6) of whom are currently Auryn Board members (Mr. Timmins and Ms. Williams are nominees) and of whom a majority are considered independent directors. The independent nominees are: Gordon J. Fretwell, Steve Cook, Antonio Arribas, Jeffrey Mason, and Saga Williams. These nominees will, if elected, be considered independent by virtue of their not being executive officers of the Company and having received no compensation other than in their

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

50

role as directors. The non-independent members of the Auryn Board are Shawn Wallace, who is the President and Chief Executive Officer of the Company and is also a Director and a compensation committee member of the Torq Resources Inc.; Ivan Bebek, who is the Executive Chairman of the Company and (for the past year) Michael Kosowan. Mr. Timmins, a nominee, is expected to become the President and Chief Executive Officer of Fury Gold, and thus will not be considered independent on completion of the Arrangements.

The Auryn Board monitors the activities of the senior management through regular meetings and discussions amongst the Auryn Board members and between the Auryn Board and senior management. The Auryn Board is of the view that its communication policy between senior management, members of the Auryn Board and shareholders is good. Meetings of independent directors are not held on a regularly scheduled basis but communication among this group occurs on an ongoing basis and as needs arise from regularly scheduled meetings of the Auryn Board or otherwise. The number of these meetings has not been recorded but it would be less than five in the financial year that commenced on January 1, 2019. The Auryn Board also encourages independent directors to bring up and discuss any issues or concerns and the Auryn Board is advised of and addresses any such issues or concerns raised thereby. The Auryn Board believes that adequate structures and processes are in place to facilitate the functioning of the Auryn Board with a sufficient level of independence from the Company’s management. The Auryn Board is satisfied with the integrity of the Company’s internal control and financial management information systems.

Other Directorships

The directors currently serving on boards of other reporting corporations (or equivalent) are set out below:

Name of Director	Name of Reporting Issuer	Exchange
Ivan James Bebek	Torq Resources Inc.	TSXV, OTCQX
Shawn Wallace	Torq Resources Inc. Asanko Gold Inc. (now Galiano Gold)	TSXV, OTCQX TSX, NYSE.AM
Steve Cook	Torq Resources Inc. LaSalle Exploration Corp.	TSXV, OTCQX TSXV
Gordon J. Fretwell	Asanko Gold Inc. (now Galiano Gold) Canada Rare Earth Corporation RE Royalties Ltd.	TSX, NYSE.AM TSX TSXV
Michael Timmins	Excellon Resources Inc.	TSX
Jeffrey R. Mason	Torq Resources Inc.	TSXV, OTCQX
Michael Kosowan	Torq Resources Inc.	TSXV, OTCQX

Committees of the Board

The Auryn Board has established an audit committee, a compensation committee, a nominating and governance committee, a mergers and acquisitions committee and a technical committee. All committee members are Auryn Board members except for the technical committee which has been comprised of two directors, Michael Kosowan and Antonio Arribas, together with Michael Henrichsen, Auryn’s Chief Operating Officer. Committees will be reformed with new participants in the event the Eastmain Acquisition is completed.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

51

Audit Committee

Composition of the Audit Committee

The Audit Committee consists of Steve Cook (Chair), Gordon J. Fretwell and Jeffrey R. Mason

The function of the Audit Committee is to: (a) meet with the financial officers of Auryn and its independent auditors to review matters affecting financial reporting, the system of internal accounting and financial controls and procedures and the audit procedures and audit plans; (b) appoint the auditors, subject to shareholder approval; and (c) review and recommend to the Auryn Board for approval of the Company’s financial statements and certain other documents required by regulatory authorities.

All members of the Audit Committee are independent (as assessed in accordance with our independence standards) and financially literate. None of the members of the Audit Committee were, during the most recently completed financial year of the Company, an officer or employee of the Company or any of its subsidiaries. Upon appointment to the Auryn Board, Jeffrey Mason was appointed to the Audit Committee thereby replacing Daniel McCoy effective February 7, 2019.

Please refer to the Company’s Annual Information Form dated as of March 19, 2020 filed on SEDAR on March 19, 2020 for any further information concerning the Audit Committee.

Compensation Committee

Composition of the Compensation Committee

The Compensation Committee consists of Gordon J. Fretwell (Chair), Steve Cook and Jeffrey Mason

The function of the Compensation Committee is to consider the terms of employment of the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and other executive officers, and general compensation policy, as well as the policy for granting awards under the Company’s share option plan.

All members of the Compensation Committee are independent in accordance with applicable securities laws. None of the members of the Compensation Committee were, during the most recently completed financial year of the Company, an officer or employee of the Company or any of its subsidiaries. .

The Compensation Committee recommends compensation for the directors and executive officers of the Company. See further disclosure under Statement of Executive Compensation below. The Compensation Committee Charter is included in the Company’s corporate governance material, which is posted on the Company’s website at http://www.aurynresources.com/corporate/corporate-governance/.

Compensation Committee’s functions include the annual review of compensation paid to the Company’s executive officers and directors, the review of the performance of the Company’s executive officers and the task of making recommendations on compensation to the Auryn Board.

The Compensation Committee also periodically considers the grant of stock options. Options have been granted to the executive officers and directors and certain other service providers taking into account competitive compensation factors and the belief that options help align the interests of executive officers, directors and service providers with the interests of shareholders.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

52

Nominating and Governance Committee

Composition of the Nominating and Governance Committee

The Nominating and Governance Committee consists of Gordon J. Fretwell (Chair), Steve Cook and Jeffrey Mason.

The function of the Nominating and Governance Committee is to provide a focus on governance that will enhance the Company’s performance, to assess and make recommendations regarding the effectiveness of the Auryn Board and to establish and lead the process for identifying, recruiting, appointing, re-appointing and providing ongoing development for directors.

The Company has formal procedures for assessing the effectiveness of Auryn Board committees as well as the Auryn Board as a whole. This function is carried out annually under the direction of the Nominating and Governance Committee and those assessments are then provided to the Auryn Board.

All members of the Nominating and Governance Committee are independent in accordance with applicable securities laws. None of the members of the Nominating and Governance Committee were, during the most recently completed financial year of the Company, an officer or employee of the Company or any of its subsidiaries.

The Charter of the Nominating and Governance Committee is posted on the Company’s website at https://www.aurynresources.com/corporate/corporate-governance/.

The Nominating and Governance Committee is responsible for developing and recommending to the Auryn Board the Company’s approach to corporate governance and assists members of the Auryn Board in carrying out their duties. The Nominating and Governance Committee also reviews all new and modified rules and policies applicable to governance of listed corporations to assure that the Company remains in full compliance with such requirements as are applicable to the Company.

In exercising its nominating function, the Nominating and Governance Committee evaluates and recommends to the Auryn Board the size of the Auryn Board and certain persons as nominees for the position of director of the Company. The Company has formal procedures for assessing the effectiveness of Auryn Board committees as well as the Auryn Board as a whole. This function is carried out annually under the direction of the Nominating and Governance Committee and those assessments are then provided to the Auryn Board.

Director Evaluation

To supplement Auryn Board succession planning and its efforts to ensure Auryn Board renewal, the Nominating and Governance Committee carries out an annual assessment of the Auryn Board members and the various committees in order to assess the overall effectiveness of the Auryn Board.

The evaluation process assists the Auryn Board in:

• Assessing its overall performance and measuring the contributions made by the Auryn Board as a whole and by each committee;

• Evaluating the mechanisms in place for the Auryn Board and each committee to operate effectively and make decisions in the best interests of the Company;

• Improving the overall performance of the Auryn Board by assisting individual directors to build on their strengths;

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

53

• Identifying gaps in skills and educational opportunities for the Auryn Board and individual directors in the coming year; and

• Developing the Auryn Board’s succession plan and recruitment efforts.

The Nominating and Governance Committee annually reviews the adequacy of the evaluation process and recommends any changes to the Auryn Board for approval. Each director completes certain surveys regarding the effectiveness of the Auryn Board and each committee of the Auryn Board of which each director is a member, including their processes and their relationship with management, and provides suggestions for improvement. This self-assessment also assists the Nominating and Governance Committee in determining the financial literacy of each director and topics for continuing education.

Mergers and Acquisitions Committee

Composition of the Mergers and Acquisitions Committee

The Mergers and Acquisitions Committee consist of Steve Cook (co-Chair), Gordon J. Fretwell and Jeffrey Mason (Co-Chair). The function of the Mergers and Acquisitions Committee is to analyze, consider and develop recommendations to the Auryn Board regarding the mission and future direction of the Company over the next five years, and to develop an ongoing process for the review and revision of these recommendations. The Mergers and Acquisitions Committee may also act on behalf of the Auryn Board with respect to analyzing any specific transactions and make recommendations to the Auryn Board. All members of the Mergers and Acquisitions Committee are independent. None of the members of the Mergers and Acquisitions Committee were, during the most recently completed financial year of the Company, an officer or employee of the Company or any of its subsidiaries.

The Mergers and Acquisition Committee was instrumental in the 2020 review of the Eastmain Acquisition.

Technical Committee

Composition of the Technical Committee

The Technical Committee comprises Michael Kosowan, Antonio Arribas and Michael Henrichsen (non-director – COO). The function of the Technical Committee is to analyze, consider and develop recommendations to the Auryn Board regarding the technical mission and future direction of the Company over the next five years, and to develop an ongoing process for the review and revision of these recommendations. The Technical Committee may also act on behalf of the Auryn Board with respect to analyzing any specific technical decisions and make recommendations to the Auryn Board. The two director members of the Technical Committee are independent.

Director Term Limits

The Company has not adopted term limits or other mechanisms to force Auryn Board renewal. Given the normal process of annual elections of individual directors by the shareholders of the Company and the fact that individual directors also undertake annual director assessments, the Auryn Board has determined that term limits or a mandatory retirement is not essential. Directors who have served on the Auryn Board for an extended period of time are in a unique position to provide valuable insight into the operations and future of the Company based on their experience with a perspective on the Company’s history, performance and objectives. From time to time, Auryn Board renewal is facilitated by introducing new director appointments to the Board with fresh perspectives to facilitate a balance between Auryn Board refreshment and continuity.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

54

Representation of Women on the Auryn Board and Senior Management

The Company adopted a Gender Diversity Policy on November 14, 2018 which outlines the Company’s commitment to be diverse for which diversity includes, but is not limited to, business experience, geography, age, gender and ethnicity and aboriginal status (the “Diversity Policy”). In particular, the Auryn Board is working to include women directors. Diversity promotes the inclusion of different perspectives and ideas, mitigates against group think and ensures that the Company has the opportunity to benefit from all available talent. The promotion of a diverse board of directors makes prudent business sense and makes for better corporate governance.

Following the election of Saga Williams to the Fury Gold Board of Directors, the Fury Gold Board will have one woman on a board of eight (including initially one vacancy). On March 26, 2019 the Auryn Board appointed Stacy Rowa to be Chief Financial Officer of the Company, replacing the former male CFO. Since her maternity leave commenced in July 2020 the Company has appointed Ms. Elizabeth (“Libby”) Senez, FCA (Institute of Chartered Accountants, England and Wales) as interim CFO. The Company aspires to maintain a Board composition in which at least one member is a woman.

Board of Directors Decisions

Good governance policies require the Auryn Board of public company, together with its CEO, to develop position descriptions for the Auryn Board and for the chief executive officer, including the definition of limits to management’s responsibilities. In management of the Company, any responsibility which is not delegated to senior management or to an Auryn Board committee remains with the full Board. The Board has approved written position descriptions for the Chairman of the Auyrn Board, the Chair of each Auryn Board committee and the Chief Executive Officer of the Company.

The following table sets forth the record of attendance of each Board member to each of the Auryn Board and Committee meetings for the year ended December 31, 2019:

Director

Board of Directors

Audit

Compensation

Nominating and Governance

Mergers and Acquisitions

Technical

Ivan Bebek

6 of 6

N/A

N/A

N/A

N/A

N/A

Shawn Wallace

6 of 6

N/A

N/A

N/A

N/A

N/A

Steve Cook

6 of 6

4 of 4

1 of 1

1 of 1

Nil

(1)

N/A

Gordon J. Fretwell

6 of 6

4 of 4

1 of 1

1 of 1

Nil

(1)

N/A

Antonio Arribas

4 of 6

N/A

N/A

N/A

N/A

N/A

Michael Kosowan

5 of 6

N/A

N/A

N/A

Nil

(1)

N/A

Jeffrey R. Mason

5 of 5

(3)

4 of 4

1 of 1

N/A

N/A

N/A

Daniel T. McCoy

4 of 4

N/A

N/A

N/A

N/A

N/A

Notes:

(1) There were no Mergers and Acquisitions Committee meetings held in 2019.

(2) There were no formal Technical Committee meetings held in 2019.

(3) Mr. Mason was appointed as a director February 7, 2019.

(4) Mr. McCoy ceased to be a director June 5, 2019, but still remains an advisor to the Company.

Orientation and Continuing Education

The Auryn Board and the Company’s senior management will conduct orientation programs for new directors as soon as possible after their appointment as directors. The orientation programs will include presentations by

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

55

management to familiarize new directors with the Company’s projects and strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its code of business conduct and ethics, its principal officers, its internal and independent auditors and its outside legal advisors. In addition, the orientation program will include a review of the Company’s expectations of its directors in terms of time and effort, a review of the directors’ fiduciary duties and visits to Company headquarters and, to the extent practical, the Company’s significant facilities.

To enable each director to better perform his or her duties and to recognize and deal appropriately with issues that arise, the Company will provide the directors with appropriate education programs and/or suggestions to undertake continuing director education, the cost of which will be borne by the Company.

Ethical Business Conduct

The Auryn Board has adopted a code of ethics, which is contained in the Company’s corporate governance material, a copy of which is available for viewing on the Company’s website at https://www.aurynresources.com/corporate/corporate-governance/. The Auryn Board and its committees have established the standards of business ethics and conduct contained in the code of ethics and it is their responsibility to oversee compliance with the code of ethics. The Auryn Board has implemented an annual procedure whereby directors, officers and employees of the Company sign off on, and certify that they have read and understand the Company’s code of ethics and that they are unaware of any violation thereof. Any change in or waiver of any provision of the code of ethics shall require approval of the applicable Auryn Board committee and shall be publicly disclosed in the time period and manner as required by law or regulation.

The Auryn Board also believes that the fiduciary duties placed on individual directors by the Company’s governing corporate policies and the common law, and the restrictions placed by applicable corporate legislation on an individual directors’ participation in decisions of the Auryn Board in which the director has an interest have been sufficient to ensure the Auryn Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Auryn Board considers its size each year when it considers the number of directors to recommend to the Auryn Shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Auryn Board’s duties effectively and to maintain a diversity of views and experience. The Nominating and Governance Committee recommended to the Auryn Board eight (8) directors as nominees for election this year with the proposed addition of Mr. Timmins and Saga Williams. See Nominating and Governance Committee above.

Other Auryn Board Committees

All committees of the Auryn Board are described above.

Assessments

The Auryn Board monitors the adequacy of information given to directors, communication between the Auryn Board and management and the strategic direction and processes of the Auryn Board and its committees. The Nominating and Governance Committee oversees an annual formal assessment of the Auryn Board and its three main committees namely the Audit Committee, Compensation Committee and the Nominating and Governance Committee. The Auryn Board and the various sub-committees completed self-assessments of their performance

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

56

during the year and are satisfied with the overall project and corporate achievements of the Company and believe this reflects well on the Auryn Board and its practices.

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officer

In this section “Named Executive Officer” (“NEO”) means the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”) and each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed fiscal year and whose total salary and bonus exceeds $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an officer of the Company at the end of the most recently completed financial year.

Ivan Bebek, Executive Chairman; Shawn Wallace, CEO; Stacy Rowa, CFO; Peter Rees, former CFO; Michael Henrichsen, COO; Russell Starr, Senior VP Corporate Finance; and David Smithson, VP Exploration are each an NEO of the Company for purposes of the following disclosure.

Mr. Starr resigned as Senior VP Corporate Finance of the Company on July 18, 2020 but remains an advisor.

Compensation Discussion and Analysis

The function of the Compensation Committee generally is to assist the Auryn Board in carrying out its responsibilities relating to executive and director compensation, including reviewing and recommending director compensation, overseeing the Company’s base compensation structure and equity-based compensation programs, recommending compensation of the Company’s officers and employees, and evaluating the performance of officers generally and in light of annual goals and objectives.

The Auryn Board assumes responsibility for reviewing and monitoring the long-range compensation strategy for the senior management of the Company although the Compensation Committee guides it into this role. The Company’s Compensation Committee receives independent competitive market information on compensation levels for executives.

Prior to appointing members to the Compensation Committee, the Auryn Board assesses the Company’s compensation plans and programs for its executive officers to ensure alignment with the Company’s business plan and to evaluate the potential risks associated with those plans and programs. The Auryn Board has concluded that the compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on the Company. The Auryn Board considers the risks associated with executive compensation and corporate incentive plans when designing and reviewing such plans and programs.

Philosophy and Objectives

The Company’s senior management compensation program is designed to ensure that the level and form of compensation achieves certain objectives, including:

(a) attracting and retaining talented, qualified and effective executives;

(b) motivating the short and long-term performance of these executives; and

(c) aligning their interests with those of the Company’s shareholders.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

57

In compensating its senior management, the Company employs a combination of base salary, bonus compensation and equity participation through its share option plan.

Base Salary

In the Board’s view, paying base salaries or fees competitive in the markets in which the Company operates will be a first step to attracting and retaining talented, qualified and effective executives. Competitive salary information on comparable companies within the industry is compiled from a variety of sources, including surveys conducted by independent consultants and national and international publications. Comparable companies included but were not limited to: Almaden Minerals Ltd., Sabina Gold & Silver Corp., Gold Standard Ventures Corp., Northern Dynasty Minerals Ltd. and Pershing Gold Corporation (Pershing Gold Corporation ceased reporting and merged with Americas Silver in April 2019). The Company’s peer group was determined by identifying other mining issuers listed on both the NYSE American and Toronto Stock Exchange with comparable market capitalizations.

Bonus Incentive Compensation

The Company’s objective is to achieve certain strategic objectives and milestones. The Auryn Board will consider executive bonus compensation dependent upon the Company meeting those strategic objectives and milestones and sufficient cash resources being available for the granting of bonuses. The Auryn Board approves executive bonus compensation dependent upon compensation levels based on recommendations of the Compensation Committee. Amounts recommended by the Compensation Committee are entirely discretionary. Such recommendations are generally based on information provided by issuers that are similar in size and scope to the Company’s operations.

Bonus Incentive Compensation paid during fiscal 2019 is related to the Company’s and the executive performance during the preceding year being that of 2018. A summary of this has been included in the Summary Compensation Table below.

Equity Participation

The Company believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of the Auryn Shareholders. Equity participation is accomplished through the Company’s share option plan. Options to purchase Common Shares in the Company are granted to executives and employees taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses and competitive factors. The amounts and terms of options granted are determined by the Auryn Board.

Given the evolving nature of the Company’s business as a mineral exploration and development company, the Auryn Board continues to review and redesign the overall compensation plan for senior management to continue to address the objectives identified above.

The Compensation Committee has assessed the Company’s compensation plans and programs for its executive officers to ensure alignment with the Company’s business plan and to evaluate the potential risks associated with those plans and programs. The Compensation Committee has concluded that the compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on the Company incentive plans when designing and reviewing such plans and programs.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

58

Actions, Policies and Decisions made following December 31, 2019:

Stacy Rowa, the Company’s current Chief Financial Officer, is currently on 12 months maternity leave which commenced effective July, 2020. On June 24, 2020, the Company appointed Elizabeth Senez to the position of Interim Chief Financial Officer of the Company, to serve a fixed-term, fourteen (14) month contract effective July 1, 2020.

Russell Starr resigned as Senior VP Corporate Finance of the Company on July 18, 2020 but remains an advisor to the Company.

Option-Based Awards

The Company’s current share option plan, the 2017 Option Plan, was adopted by the Auryn Board on April 12, 2017 and provides incentive to directors, members of management, employees and certain consultants of the Company (“service providers”) to acquire an equity interest in the Company. Thus, it encourages the alignment of interests of management with shareholders of the Company and fosters their continued association with the Company. At the Company’s annual general and special meeting held June 1, 2017 the shareholders approved adoption of the 2017 Option Plan hence it is due for shareholder consideration of a three-year renewal in 2020 under TSX policies.

The only long-term or equity incentives which the Company uses are share options pursuant to the 2017 Option Plan. The Auryn Board, or the Compensation Committee, authorize the grant of share options to service providers and options are generally granted annually, as well as at other times of the year to individuals who are commencing employment with the Company. Option exercise prices are set in accordance with TSX rules and are based on the five-day VWAP prior to the date of grant. Options are granted taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses, and competitive factors. Share options vest on terms established by the Compensation Committee. See disclosure under “Securities Authorized for Issuance under Equity Compensation Plans” for material terms of the shareholder approved 2017 Option Plan.

General

The Compensation Committee considered the implications of the risks associated with the Company’s compensation policies and practices and concluded that, given the nature of the Company’s business and the role of the Compensation Committee in overseeing the Company’s executive compensation practices, the compensation policies and practices do not serve to encourage any NEO or individual at a principal business unit or division to take inappropriate or excessive risks, and no risks were identified arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

There is a restriction on NEOs or directors regarding the purchase of financial instruments including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. For the year ended December 31, 2019, no NEO or director, directly or indirectly, employed a strategy to hedge or offset a decrease in market value of equity securities granted as compensation or held.

Pursuant to TSX Policies, the Company is presenting an ordinary resolution (50% +1) to its shareholders at the Meeting asking them to approve the 2017 Option Plan for a further three years (becoming the 2020 Option Plan).

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

59

Performance Graph

The following graph compares the cumulative shareholder return on an investment of $100 in the Common Shares of the Company for the past five years of the Company on the TSX and the TSXV with a cumulative total shareholder return on the S&P/TSX Composite Index.

Note:

(1) The Company commenced trading on the TSX on November 1, 2016 and does not pay a dividend on its Common Shares. Prior to listing on the TSX, from September 15, 2008 to October 31, 2016, the Company was listed for trading on the TSXV. The Company commenced trading on NYSE American on July 17, 2017.

The NEO compensation for the fiscal year ended December 31, 2019 is expected to be in line with that of 2018. NEO salaries have increased in line with overall increases in the Company’s operating activities for the year as well as the corporate complexity including its listing on the NYSE American. Bonus Incentive Compensation in 2019 is comparable to that of 2018. At its meeting on July 21, 2020, the Compensation Committee made its recommendations to the Auryn Board for Bonus Incentive Compensation for the 18 month period January 1, 2019 through June 30, 2020. There were 1,190,000 options granted to the NEOs during fiscal year ended December 31, 2019, while 650,000 options were granted during fiscal year ended December  31, 2018.

Summary Compensation Table

The compensation earned by the NEOs during the Company’s most recently completed fiscal years ended December 31, 2019, December 31, 2018 and December 31, 2017, is set out below and expressed in Canadian dollars unless otherwise noted. There were no share-based awards, long-term incentive plans or pension value payments paid to NEOs during these periods.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

60

It should be noted that the annual incentive plan amounts are paid in the year after the year of evaluation by the Compensation Committee. In the past, the Company has reported annual incentive plan payments in the year it was paid to the NEO, whereas this year the Company is reporting annual incentive plan payments in the year it was earned by the NEO. The 2019 annual incentive plan payments, reflected in the table below, are based on milestones met in 2019, share price performance and market conditions, and will be paid in 2020.

Name and principal position	Year		Salary ($)		Option-based awards ($)		Non-equity incentive plan compensation(8) ($)		Total compensation ($)
Ivan Bebek(1)		Dec 2019		270,000		265,352		90,000		625,352
Executive Chairman		Dec 2018		270,000		105,663		67,500		443,163
		Dec 2017		262,500		Nil		67,500		330,000
Shawn Wallace(2)		Dec 2019		180,000		265,352		60,000		505,352
CEO		Dec 2018		225,000		105,663		45,000		375,663
		Dec 2017		262,500		Nil		47,500		262,500
Stacy Rowa(3)		Dec 2019		138,250		331,689		46,083		516,022
CFO		Dec 2018		121,900		63,398		7,500		192,798
		Dec 2017		5,009		Nil		Nil		5,009
Peter Rees(4)		Dec 2019		41,275		Nil		Nil		41,275
Former CFO		Dec 2018		180,000		84,530		40,000		304,530
		Dec 2017		193,750		Nil		50,000		243,750
Michael Henrichsen(5)		Dec 2019		230,000		265,352		76,667		572,018
COO		Dec 2018		230,000		84,530		57,500		372,030
		Dec 2017		223,500		Nil		57,500		281,000
Russell Starr(6)		Dec 2019		97,500		225,549		66,667		389,715
Senior VP Corporate Finance		Dec 2018		180,000		84,530		45,000		309,530
		Dec 2017		175,000		Nil		45,000		220,000
David Smithson(7)		Dec 2019		200,000		225,549		66,667		492,215
VP Exploration		Dec 2018		200,000		84,530		50,000		334,530
		Dec 2017		195,000		Nil		50,000		245,000

Notes:

(1) Ivan Bebek was appointed to the position of Executive Chairman of the Company on June 16, 2016.

(2) Shawn Wallace was re-appointed as a director on May 7, 2013 and was appointed as President and CEO on May 23, 2013.

(3) Stacy Rowa was appointed as CFO effective April 1, 2019. Prior to her appointment as CFO, Ms. Rowa served as the Company’s Corporate Controller. The amount paid reflects the Company’s share of shared services costs. She was on maternity leave for much of 2017.

(4) Peter Rees was appointed as CFO and Corporate Secretary on September 7, 2012 and resigned on March 31, 2019 when Stacy Rowa was appointed to replace him as CFO effective April 1, 2019.

(5) Michael Henrichsen was appointed as COO on November 1, 2013.

(6) Russell Starr was appointed Senior VP Corporate Finance on January 1, 2016 and was appointed Senior VP Corporate Finance on June 7, 2018. Effective July 15, 2019 Mr. Starr stepped back to a part-time role, and commenced his full time role again effective February 1, 2020.

(7) David Smithson was appointed as VP Exploration on June 7, 2018.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

61

(8) Annual incentive payments listed are the twelve month pro-rated amounts which pertain to the Company’s and the Executives’ performance during the year the payment was earned, whereas the amount is paid to the NEO in the subsequent year.

The compensation earned by the independent or non-executive directors during the Company’s most recently completed fiscal year ended December 31, 2019 is set out below and expressed in Canadian dollars unless otherwise noted. There were no share-based awards, long-term incentive plans or pension value payments paid to independent or non-executive directors during these periods.

Name and principal position	Year		Salary ($)		Option-based awards ($)		Non-equity incentive plan compensation(8) ($)		Total compensation ($)
Gordon Fretwell Independent Director		Dec 2019		30,000		132,676		Nil		162,676
Steve Cook Independent Director		Dec 2019		30,000		132,676		Nil		162,676
Jeffrey Mason Independent Director		Dec 2019		26,250		344,957		Nil		371,207
Antonio Arribas Independent Director		Dec 2019		25,000		132,676		Nil		157,676
Michael Kosowan Non-Independent Director		Dec 2019		25,000		132,676		Nil		157,676
Daniel T. McCoy(1)		Dec 2019		10,417		132,676		Nil		143,092

(1) Daniel McCoy retired as a Director on June 5, 2019.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

62

Incentive Plan Awards

Outstanding Share-based Awards and Option-based Awards

No share-based awards have been granted to any of the NEOs of the Company. The following table sets out all option-based awards outstanding as at December 31, 2019, for each NEO:

	Option-based Awards
Name	Number of securities underlying unexercised options (#)			Option exercise price ($)		Option expiration date (M/D/Y)	Value of unexercised in-the-money options(1) ($)
Ivan Bebek		200,000 125,000 200,000 130,000	(6)  (2)  (3)  (4)		1.96 1.42 2.63 1.30	April 9, 2024 June 26, 2023 June 20, 2021 August 17, 2020		Nil 57,500 Nil 75,400
Shawn Wallace		200,000 125,000 200,000 130,000	(6)  (2)  (3)  (4)		1.96 1.42 2.63 1.30	April 9, 2024 June 26, 2023 June 20, 2021 August 17, 2020		Nil 34,500 Nil 75,400
Stacy Rowa		250,000 75,000 55,000	(6)  (5)  (3)		1.96 1.42 2.63	April 9, 2024 June 20, 2023 June 20, 2021		Nil 34,500 Nil
Peter Rees		100,000 150,000 100,000	(2)  (3)  (4)		1.42 2.63 1.30	June 26, 2023 June 20, 2021 August 17, 2020		Nil Nil 58,000
Michael Henrichsen		200,000 100,000 155,000 75,000	(6)  (2)  (3)  (4)		1.96 1.42 2.63 1.30	April 9, 2024 June 26, 2023 June 20, 2021 August 17, 2020		Nil 46,000 Nil Nil
Russell Starr		170,000 100,000 300,000	(6)  (2)  (3)		1.96 1.42 2.63	April 9, 2024 June 26, 2023 June 20, 2021		Nil 46,000 Nil
David Smithson		170,000 100,000 200,000 100,000	(6)  (2)  (3)  (4)		1.96 1.42 2.63 1.30	April 9, 2024 June 26, 2023 June 20, 2021 August 17, 2020		Nil 46,000 Nil 58,000

Notes:

(1) The last day of trading of the fiscal year was December 31, 2019 and the closing price of the Common Shares was $1.88 each.

(2) These options were granted on June 26, 2018.

(3) These options were granted on June 20, 2016.

(4) These options were granted on August 17, 2015.

(5) These options were granted on June 20, 2018.

(6) These options were granted April 9, 2019.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

63

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets out the value vested or earned under incentive plans during the financial year ended December 31, 2019, for each NEO:

Name	Option-based awards – Value vested during the year(1) ($)		Non-equity incentive plan compensation – Value earned during the year ($)
Ivan Bebek		52,250		90,000
Shawn Wallace		52,250		60,000
Stacy Rowa		41,938		46,083
Peter Rees		26,000		Nil
Michael Henrichsen		45,750		76,667
Russell Starr		42,788		66,667
David Smithson		42,788		66,667

Note:

(1) The fair value of the share options granted on April 9, 2019 was estimated using the Black-Scholes option valuation model with the following assumptions: risk-free interest rate: 1.59%; expected dividend yield: Nil; stock price volatility: 66.87%; and expected life in years: 4.90.

See Securities Authorized under Equity Compensation Plans and Particulars of Special Matters to be Acted upon for further information on the Company’s 2020 Option Plan.

Pension Plan

The Company has no pension plans for its directors, officers or employees.

Termination and Change of Control Benefits

Each NEO has an Executive Employment Agreement whereby, in the event the Company experiences a change of control, each NEO shall have a special right to resign for good reason at any time within twelve (12) months after a change in control of the Company. A NEO sending notice of resignation under this section must provide one (1) month’s notice of such resignation.

In the event the NEO is terminated without just cause or resignation for good reason after change in control, within twelve (12) months after a change in control, the Company shall provide the NEO with the following, with all cash compensation payable within 5 business days of the NEO’s last day of work (the “Termination Date”):

i. the full amount of the instalments falling due in respect of the NEO’s annual salary through to the Termination Date, plus an amount equal to the amount, if any, of any accrued vacation pay, the amount of any reimbursable expenses and the amount, if any, of any other compensation actually accrued and then payable to the Executive which has not been paid;

ii. any amount which has been fully earned and is payable to the NEO under any bonus. If no such amount for the year in which termination occurs has been established as at the Termination Date, the amount paid as an incentive bonus for the immediately preceding year shall be used, on a pro rata basis for the portion of the year up to the Termination Date, for the purposes of determining the amount under this subsection (ii);

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

64

iii. the NEO shall receive two times their annual salary;

iv. the Company shall continue at its cost the benefits then in effect for the Executive, other than disability insurance, until the earlier of twenty-four (24) months from the Termination date or the NEO obtaining comparable benefits through other employment. The Company shall pay the NEO an amount equal to twenty-four (24) months of then-prevailing premiums for his disability insurance;

v. notwithstanding the terms of any share option plan or agreement, all non-vested stock options held by the NEO shall vest as of the Termination date and the NEO shall be entitled to exercise all his stock options until the earlier of their normal expiry date or one (1) year after the Termination date; and

vi. outplacement services at a cost of the lesser of 10% of the NEO’s annual salary or $25,000.

The Eastmain Acquisition is not a change of control and will not trigger the change of control payments. In the event the triggering event took place on the last business day of the Company’s most recently completed financial year, the following gross payments would have become payable:

Name	Gross termination and change of control benefit ($)
Shawn Wallace		378,000
Ivan Bebek		565,000
Stacy Rowa		252,000
Michael Henrichsen		483,000
Russell Starr		420,000
David Smithson		420,000

Director Compensation

As compensation during the most recently completed financial year ended December 31, 2019, Directors of the Company who are not NEOs received option-based awards.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

65

Incentive Plan Awards

Outstanding Option-based Awards

The following table sets out all option-based awards outstanding as at financial December 31, 2019 financial year end, for each director who was not a NEO of the Company:

	Option-based Awards
Name	Number of securities underlying unexercised options (#)			Option exercise price($)		Option expiration date (M/D/Y)	Value of unexercised in-the- money options(1) ($)
Gordon J. Fretwell		100,000	(6)		1.96	April 9, 2024		Nil
		50,000	(2)		1.42	June 26, 2023		23,000
		50,000	(4)		2.63	June 20, 2021		Nil
		60,000	(5)		1.30	August 17, 2020		34,800
Steve Cook		100,000	(6)		1.96	April 9, 2024		Nil
		50,000	(2)		1.42	June 26, 2023		23,000
		50,000	(4)		2.63	June 20, 2021		Nil
		60,000	(5)		1.30	August 17, 2020		34,800
Antonio Arribas		100,000	(6)		1.96	April 9, 2024		Nil
		50,000	(2)		1.42	June 26, 2023		23,000
		50,000	(4)		2.63	June 20, 2021		Nil
		130,000	(5)		1.30	August 17, 2020		75,400
Michael Kosowan		100,000	(6)		1.96	April 9, 2024		Nil
		50,000	(2)		1.42	June 26, 2023		23,000
		180,000	(3)		3.22	January 10, 2022		Nil
Jeffrey Mason		100,000	(6)		1.96	April 9, 2024		Nil
		160,000	(7)		1.36	February 7, 2024		83,200

Notes:

(1) The last day of trading of the fiscal year was December 31, 2019 and the closing price of the Common Shares was $1.88 each.

(2) These options were granted on June 26, 2018.

(3) These options were granted on January 10, 2017.

(4) These options were granted on June 20, 2016.

(5) These options were granted on August 17, 2015.

(6) These options were granted on April 19, 2019.

(7) These options were granted on February 7, 2019.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

66

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets out the value vested or earned under incentive plans during the fiscal year ended December 31, 2019, for each director, excluding a director who is already set out in disclosure above as a NEO:

Name	Option-based awards – Value vested during the year(1) ($)		Non-equity incentive plan compensation – Value earned during the year ($)
Gordon J. Fretwell		22,875		Nil
Steve Cook		22,875		Nil
Antonio Arribas		22,875		Nil
Michael Kosowan		22,875		Nil
Jeffrey Mason		48,875		Nil

Note:

(1) The fair value of the share options granted on February 7, 2019 was estimated using the Black-Scholes option valuation model with the following assumptions: risk-free interest rate: 1.78%; expected dividend yield: Nil; stock price volatility: 67.74%; and expected life in years: 4.90. The fair value of the share options granted on April 9, 2019 was estimated using the Black-Scholes option valuation model with the following assumptions: risk-free interest rate: 1.59%; expected dividend yield: Nil; stock price volatility: 66.87%; and expected life in years: 4.90.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Company has only one equity compensation plan, being the 2017 Option Plan, which is a rolling plan pursuant to which options totalling a maximum of 10% of the Common Shares issued and outstanding from time to time are available for grant. TSX policies require approval of rolling stock option plans every three years by the shareholders of the Company. Since the 2017 Option Plan was approved for adoption in 2017, it is now due for reconsideration and the shareholders must approve an ordinary resolution for the continuation of the 2017 Option Plan as the 2020 Option Plan at the Meeting.

At the Meeting, Auryn Shareholders will be asked to consider the Company’s 2017 Option Plan, which must be ratified, confirmed and approved for continuation for three more years to October 5, 2023 as the 2020 Option Plan. Please see Particulars of Special Matters to be Acted upon – Continuation of Share Option Plan for Three Years to review information concerning the ordinary resolution that will be presented to the shareholders for consideration.

The following table sets out equity compensation plan information as at the December 31, 2019 fiscal year end.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

67

Equity Compensation Plan Information

	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by securityholders		8,292,500	$	2.00		1,230,678
Equity compensation plans not approved by securityholders		Nil		Nil		Nil
Total		8,292,500	$	2.00		1,230,678

The following table sets out the annual burn rate⁽¹⁾ for the Company’s only equity compensation plan:

	Fiscal year ended December 31
	2019		2018		2017
The Option Plan		0.45		0.32		0.10

Note:

(1) The annual burn rate is calculated as the number of securities granted under the arrangement during the applicable fiscal year divided by the weighted average number of securities outstanding for the applicable fiscal year.

Indebtedness of Directors and Executive Officers

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company as of the end of the most recently completed financial year or as at the date hereof.

Interest of Informed Persons in Material Transactions

This Circular briefly describes (and, where practicable, states the approximate amount) of any material interest, direct or indirect, of any informed person of the Company, any proposed director of the Company, or any associate or affiliate of any informed person or proposed director, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

On February 6, 2020 the Company closed a non-brokered private placement of 6,312,500 Common Shares at the price of $1.60 per Common Share, for total gross proceeds of approximately $10.1 million. Insiders of the Company purchased an aggregate of 271,875 Common Shares under this private placement for proceeds of $435,000. Concurrent with the closing, the Company completed an amendment to its September 2019 bridge loan to provide for a conversion feature on up to $3 million principal amount of the bridge loan plus $123,334 of interest, at the conversion rate of $1.60 per Common Share, for up to 1,952,084 Common Shares issuable on conversion. February 27, 2020 the Company completed a second tranche closing to the private placement issuing an additional 3,062,500 Common Shares at $1.60 per Common Share for gross proceeds of approximately $4.9 million, resulting in overall total gross proceeds raised of approximately $15 million.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

68

The following NEOs and Directors of the Company participated in this private placement:

NEO / Director / Insider	Number of Common Shares		Share Price
SM Cook Legal Services Law Corp. (Steve Cook)		15,625	CAD$	1.60
Stacy Carlson (Stacy Rowa)		6,250	CAD$	1.60
Jeffrey Mason		250,000	CAD$	1.60

Management Contracts

There are no management functions of the Company, which are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.

PARTICULARS OF SPECIAL MATTERS TO BE ACTED UPON

In addition to the election of Director and appointment of auditors, the following is a summary of the ordinary course but non-routine matters as well as special matters to be considered and acted upon at the Meeting. Further details of each item follow the summary below:

Ordinary Course Matters

1. To consider, and if thought advisable, to pass an ordinary resolution to ratify and reconfirm for a three year period the 2017 Option Plan as the 2020 Option Plan, as described below;

2. To consider, and if thought advisable, to pass a special resolution to approve the adoption of the 2020 Articles to replace Auryn’s current corporate articles in order to consolidate and update the Company’s constitutional documents.

Extraordinary Matters: Reorganization Arrangement, Eastmain Acquisition and Financing

3. All (i) Auryn Shareholders, and separately (ii) Auryn Securityholders together as a single class, to consider pursuant to an Auryn Interim Order attached as Appendix “D” and, if thought advisable, to pass in two separate votes, with or without amendment, a special resolution the Reorganization Arrangement Resolution approving the Reorganization Arrangement under section 288 of the Business Corporations Act (British Columbia), the full text of which resolution is set forth in Appendix “B”;

4. Auryn Shareholders to consider and if thought fit, approve the common share equity dilution that will result from the Eastmain Acquisition (excluding the Financing);

5. Disinterested Auryn Shareholders to consider and if thought fit, approve the $22.5 milllion to $23 million Financing involving the proposed issuance of 7.5 million to 7.75 million Fury Gold Shares. The Financing will be for conditional Subscription Receipts sold at a price equivalent of $2.00 per Subscription Receipt for Subscription Receipts that exchange into non-flow through shares of Fury Gold and $3.50 per Subscription Receipt for Subscription Receipts that exchange into flow through shares of Fury Gold (“disinterested” meaning excluding the vote of any Auryn Shareholder participating in the Financing); and

6. To transact such related or other business as may properly come before the Meeting or any adjournments thereof.

Reconfirmation of Auryn’s 10% Rolling Option Plan

The Company’s current option plan, the 2017 Option Plan, was approved by shareholders at the annual and general meeting held on June 1, 2017. Pursuant to TSX policy, shareholders must reconfirm approval of an

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

69

option plan at least every three years. The Auryn Board has determined it to be in the best interests of the Company to ask Auryn Shareholders to reconfirm the 2017 Option Plan (to be renamed the 2020 Option Plan). The 2020 Option Plan is identical to the 2017 Option Plan, except that upon completion of the Arrangements the 2020 Plan, the 2020 Plan will be deemed to be amended to reference Fury Gold and Fury Gold Shares. These amendments are clerical in nature necessary to reflect the completion of the Arrangements and pursuant to Section 2.10 of the 2017 Plan have been approved by the Board of Directors

Under the 2020 Option Plan, as outstanding options are exercised, additional Options may be granted to replace the exercised Options. In addition, as the number of issued and outstanding Common Shares of the Company increases, the number of Options available for granting to eligible optionees (the “Optionees”) will increase. As at the date hereof there are Options outstanding under the 2017 Option Plan to purchase an aggregate of 6,667,500 Common Shares representing approximately 6.16% of Common Shares outstanding. Accordingly, there are a further 4,155,073 Common Shares available for reserve for grant of Options under the 2020 Option Plan. As of August 31, 2020 there were 337,500 Options granted to U.S. Optionees. All these options will be deemed rolled over into the 2020 Option Plan, Accordingly, there are a further 850,000 Common Shares available for reserve for grant of Options to U.S. Optionees within the maximum available under the 2020 Option Plan. Note that in the event the Company completes the Eastmain Acquisition the approximately 1,694,136 Eastmain Replacement Options to be issued by the Company will be outside the 2020 Option Plan and will not count as issued options reducing the number of options available under the 2020 Option Plan. The Fury Gold Shares issuable upon exercise of the Eastmain Replacement Options will represent 1.54% of the 110 million outstanding Fury Gold Shares which will be outstanding after completion of the Reorganization Arrangement and the Eastmain Acquisition.

A summary of the incentive options on completion of the Reorganization Arrangement and the Eastmain Acquisition is as follows:

Auryn Options Before Arrangements	Auryn Options After Arrangements	Auryn Replacement Options for Eastmain After Arrangements	Total Fury Gold Options After Arrangements
6,667,500 (6.16%)	4,672,165 (4.24%)	1,694,136 (1.44%)	6,366,301 (5.42%)
Average exercise price $2.14	Average exercise price $3.04	Average exercise price $3.33	Average exercise price $3.12

Notes: “Before Arrangement” % figure is based on 108,225,734 issued shares issued as of the date of this Circular and the “After Arrangement” % figures are based on pro forma 117,500,000 issued shares.

The following is a summary of the material terms of the 2020 Option Plan:

(a) Persons who are directors, officers, employees, consultants to the Company or its affiliates, or who are employees of a management company providing services to the Company are eligible to receive grants of options under the 2020 Option Plan.

(b) Options may be granted only to an individual or to a company that is owned by individuals eligible for an option grant. If an Option is granted to a company, the company must undertake that it will not, without the prior consent of the TSX, permit any transfer of its shares, nor issue further shares, to any other individual or entity as long as the incentive stock option remains in effect.

(c) All Options granted under the 2020 Option Plan will be exercisable only by the Optionee to whom they have been granted and the Options are non-assignable and non-transferable, except in the case of the death of an Optionee, whereby any vested Option held by the deceased Optionee at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

70

after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option.

(d) Vesting of Options is determined by the Auryn Board and subject to the following:

• where an Optionee has left the Company’s employ/office or has been advised their services are no longer required or their service contract has expired, subject to other provisions set out in the 2020 Option Plan, vested Options shall expire on the earlier of the date of expiration of the term otherwise applicable to such Option and 90 days after the date the Optionee ceases to be employed by, provide services to, or be a director or officer of, the Company and all unvested Options shall immediately terminate without right to exercise same;

• in the case of an Optionee being dismissed from employment or service for cause, Options owned by such Optionee, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same;

• in the event of a change of control occurring, Options granted to directors and officers which are subject to vesting provisions shall be deemed to have immediately vested upon the occurrence of the change of control; and

• in the event of a director not being nominated for re-election as a director of the Company, although consenting to act and being under no legal incapacity which would prevent the director from being a member of the Auryn Board, Options granted which are subject to a vesting provision shall be deemed to have vested on the date of the shareholder meeting at which the director is not re-elected;

(e) All Options granted under the 2020 Option Plan are exercisable for a period of up to 5 years and will vest at the discretion of the Auryn Board, provided that the term of such Options may be extended in circumstances where the expiry date otherwise falls during a black-out period (defined below) as determined in accordance with the Company’s policies or applicable securities legislation, and subject to:

(i) the Optionee remaining employed by or continuing to provide services to the Company or any of its subsidiaries and affiliates as well as, at the discretion of the Auryn Board, achieving certain milestones, which may be defined by the Auryn Board from time to time, or receiving a satisfactory performance review by the Company or its subsidiary or affiliate during the vesting period; or

(ii) remaining as a director of the Company or any of its subsidiaries or affiliates during the vesting period.

A “blackout period” is any period of time during which a Participant (as defined in the 2020 Option Plan) is unable to trade securities of the Company as a consequence of the implementation of a general restriction on such trading by an authorized Officer or Director pursuant to the Company’s governance policies that authorize general and/or specific restrictions on trading by Service Providers in circumstances where there may exist undisclosed material changes or undisclosed material facts in connection with the Company’s affairs. The term of an Option will expire on its Expiry Date as defined in the 2020 Option Plan unless the Expiry Date occurs during a blackout period or within five business days after the expiry of the blackout period, then the Expiry Date for that Option is automatically adjusted, at the discretion of the Auryn Board, to extend it to the date that is the tenth business day after the date the blackout period expires.

(f) The exercise price of an Option is established by the Auryn Board at the time the Option is granted, provided that the minimum exercise price shall not be less than the market price being the weighted average trading price of the Common Shares on the TSX for the five trading days preceding the date of the grant.

(g) The number of Common Shares that may be issuable to directors who are independent directors of the Company, which when combined with all of the Company’s other share compensation arrangements currently in effect for their benefit, may not exceed 1% of the Company’s outstanding Common Shares.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

71

(h) Subject to the requirements of the TSX, the Board may in its absolute discretion, without shareholder approval, amend or modify the 2020 Plan or any Option granted as follows:

i. it may make amendments which are of a typographical, grammatical or clerical nature;

ii. it may change the vesting provisions of an Option granted hereunder;

iii. it may change the termination provision of an Option granted hereunder which does not entail an extension beyond the original expiry date of such Option;

iv. it may add a cashless exercise feature payable in cash or Common Shares;

v. it may make amendments necessary as a result of changes in securities laws applicable to the Company; and

vi. if the Company becomes listed or quoted on a stock exchange or stock market senior to the TSX, it may make such amendments as may be required by the policies of such senior stock exchange or stock market.

(i) The 2020 Option Plan is subject to the following restrictions, though the Company may seek disinterested shareholder approval to cure such limitations:

i. the number of Common Shares that may be issued to Insiders as a group under the 2020 Plan, when combined with Common Shares that may be issued to Insiders under all other Share Compensation Arrangements of the Company, may not exceed 10% of the issued Common Shares within any 12 month period;

ii. the number of Common Shares issuable to Insiders as a group under the 2020 Plan, when combined with Common Shares issuable to Insiders under all other Share Compensation Arrangements of the Company, may not exceed 10% of the Company’s issued Common Shares;

iii. Common Shares being issuable to Directors who are independent Directors (as defined in Sections 1.4 and 1.5 of NI 52-110) of the Company, which when combined with all other Share Compensation Arrangements of the Company currently in effect for their benefit (for avoidance of doubt excluding any previously exercised Options or any other Share Compensation Arrangement already paid), may not collectively exceed 1% of the Outstanding Shares and may not exceed for each individual, a value of $100,000 in any 12 month period; provided as well that Common Shares issuable under Options and any other Share Compensation Arrangements currently in effect which have been granted to:

• any Director who was non-independent at the time of grant of Options but who subsequently became an independent Director; and

• any Director who was an independent director at the time of grant of Options but subsequently becomes a non-independent Director;

shall in either such case, be excluded from the calculation of 1% of the Outstanding Shares issuable under the Plan;

iv. Disinterested Auryn Shareholder approval shall be required in respect of:

• any amendment which reduces the exercise price of an Option;

• any amendment to extend the term of an Option;

• amendments to increase any of the limits on the number of Options that may be granted;

• any amendment to eligible Participants that may permit an increase to the proposed limit on independent Director participation;

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

72

• any amendment to the transferability or assignability of an Option;

• any amendment to 2020 Option Plan section 2.9 – Terms or Amendments Requiring Disinterested Shareholder Approval; and

• any amendments required to be approved by shareholders under applicable law.

v. no exercise price of an Option granted to an Insider may be reduced nor the term of an Option granted to an Insider extended without approval of the disinterested shareholders of the Company.

(j) The 2020 Option Plan includes procedures for notification of a take-over bid (under National Policy 62-203 – Take-Over Bids and Issuer Bids), the related vesting requirements and the criteria by which the Board may determine the success of a take-over bid.

(k) The 2020 Option Plan accommodates the different tax consequences and tax withholding requirements arising from the Income Tax Act (Canada) and U.S. Internal Revenue Code of 1986, as amended from time to time, including any successor legislation thereto, and which are available under share incentives as they relate to each Canadian Optionee or U.S. Optionee, respectively. In particular, the 2020 Option Plana addresses U.S. tax responsibilities of U.S. Optionees and U.S. Taxpayers in addition to Canadian tax withholding procedures for Canadian Optionees. The 2020 Option Plan also includes a separate form of option commitment applicable to the relevant Canadian or US tax regimes. The 2020 Option Plan also has an aggregate maximum number of 2,000,000 Common Shares to be issued pursuant to Options granted to U.S. Optionees.

Definitions:

A “disinterested shareholder” means a shareholder that is not an Insider to whom Options may be granted under the Plan and they are not an Associate of an Insider.

An “Insider” is a director or an officer of the Company, a director or an officer of a company that is itself an Insider or a subsidiary of an Insider, or a person that has beneficial ownership of and/or control or direction, either directly or indirectly, over, securities of the Company carrying more than 10% of the voting rights attached to all the Company’s outstanding voting securities.

Authorization Required for Continuation of the Option Plan Every Three Years

Under TSX Policies listed companies with stock option plans that reserve a percentage of the issued and outstanding voting securities in the capital stock of such listed company from time to time for the issuance of options pursuant to the listed company’s stock option plan, must obtain shareholder approval to continuation of the plan at every third annual meeting of the shareholders of the listed company. All previously allocated options granted under the listed issuer’s current option plan will continue unaffected by approval or disapproval of the resolution.

Resolution to Adopt the 2020 Option Plan for Three Years

To be effective, the resolution to approve and ratify adoption of the 2020 Option Plan must be approved by not less than a simple majority of the votes cast by the holders of Common Shares present in person, or represented by proxy, at the Meeting (an “ordinary resolution”).

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

73

The text of the resolution to ratify and approve adoption of the 2020 Option Plan to be submitted to Shareholders at the Meeting is set forth below:

“Be it RESOLVED as an ordinary resolution that:

a. the adoption of the Company’s incentive share option plan dated for reference September 3, 2020 (the “2020 Option Plan”), filed at www.sedar.com as of the date hereof, be and is hereby ratified and approved; and

b. the 6,667,500 currently issued options under the Company’s 2017 Option Plan be deemed to be authorized under and governed the 2020 Plan;

c. the currently available and unallocated options issuable pursuant to the Company’s 2017 Option Plan are hereby authorized for issuance under the 2020 Option Plan; and

d. the Company have the ability to continue granting options under the 2020 Option Plan until October 5, 2023, which is the date that is three (3) years from the date of the shareholder meeting at which shareholder approval is being sought.

e. the 1,694,136 Replacement Eastmain Options shall not constitute options reducing the number of options available for grant under the 2020 Option Plan. ”

The Company currently expects that the 2020 Option Plan will be resubmitted to shareholders at the 2023 annual shareholders meeting held on or before October 5, 2023.

Recommendation

The Auryn Board unanimously recommends the approval of the resolution to adopt the 2020 Option Plan as incentive options are an important element of corporate compensation and the inability to grant them would put the Company at a severe competitive disadvantage in attracting and retaining talented personnel.

Unless otherwise indicated on the form of Proxy received by the Company, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, in favour of the resolution to approve and ratify adoption of the 2020 Option Plan to be effective for three years.

Adoption of the 2020 Articles

The Company’s corporate articles are the substantive governance and procedural rules which were adopted on incorporation and continue to govern it. Articles are akin to what is referred to in some jurisdictions as a corporation’s “by-laws”. The Company’s Articles currently in effect are the same ones with which it was incorporated except for amendments in 2017 to add advance notice requirements in connection with direct shareholder nominations of directors, and in 2019 to increase the quorum requirement to 25%. In anticipation of successful completion the Reorganization Arrangement and Eastmain Acquisition, the Company’s Board, on advice of counsel, has determined to recommend that Auryn Shareholders approve the 2020 Articles, which consolidate the previous amendments, increase the shareholder meeting quorum requirement from 25% to 33 1/3% to reflect current NYSE American standards and authorize the directors to split or reverse-split (consolidate) the Company’s shares without shareholders approval. The 2020 Articles provide that for any corporate alteration for which the Business Corporations Act (British Columbia) does not specify a special or ordinary resolution of shareholders, that the Company’s directors are authorized to effect the alteration.

The adoption of the 2020 Articles of the Company requires a two-thirds vote of the votes cast at the Meeting by the Auryn Shareholders, online or represented by proxy, and the filing of the 2020 Articles. Accordingly, the

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

74

Auryn Shareholders will be asked to consider and, if thought advisable, to pass, with or without amendment, a special resolution to adopt the 2020 Articles, the text of which is as follows:

“RESOLVED, as a special resolution, to approve the 2020 Articles of the Company as follows:

Cancellation of Previous Articles and Adoption of 2020 Articles

1. The current Articles of the Company as amended to-date are hereby cancelled and that the 2020 Articles described in the Circular are hereby approved and adopted in replacement thereof.

2. This resolution shall not take effect until the date and time that this resolution and the signed 2020 Articles are received and stamped for deposit at the Company’s records office.

General Authority for Execution of Documents

3. Any director or officer of the Company be authorized to execute and deliver under the seal of the Company or otherwise, all such documents and to do all such other acts or things as such director or officer may determine to be necessary or advisable in connection with adoption of the 2020 Articles, the execution of any such document or the doing of any such other act or thing by any director or officer of the Company being conclusive evidence of such determination.

Delay or Revocation of Resolution Authorized

4. The directors have the right to delay or abandon revoke the above special resolution before the 2020 Articles are formally made effective.”

Unless otherwise indicated on the form of Proxy received by the Company, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, in favour of the resolution to approve adoption of 2020 Articles. The proposed form of 2020 Articles are available for review or download at www.sedar.com and from aurynresources.com.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

75

Reorganization Arrangement and Eastmain Acquisition –Before and After Graphic

See also more detailed organization charts for each of Fury Gold and the SpinCos in Appendices G, H and I.

Background to the Reorganization Arrangement and Eastmain Acquisition

In early 2020, the Auryn Board concluded that it should reorganize its holdings of mineral projects to create separate corporate entities to pursue its Canadian and Peruvian mineral projects. The Company’s executive management had been investigating Canadian mineral projects of merit. In late April 2020, management narrowed the scope of its review to focus on the higher grade Eau Claire Project owned by Eastmain. The Company and Eastmain executed mutual confidentiality agreements shortly thereafter. In June after due diligence work on Eastmain and in particular the Eau Claire Project advanced to deal discussions, an in-principle term sheet was exchanged and the parties entered into an Exclusivity Agreement on June 24, 2020. Exclusivity was extended on July 14 and 27, 2020. On July 29, 2020 the Company and Eastmain jointly announced they had entered into the Arrangement Agreement. The provisions of the Arrangement Agreement are the result of arm’s length negotiations between Representatives of Auryn and Eastmain and their respective financial and legal advisors. The terms and conditions of the Arrangement Agreement are summarized in Appendix “K”.

The Arrangement Agreement was negotiated by management with help from and oversight by the Mergers and Acquisitions Committee. Management was also assisted by regular company counsel and the Mergers and Acquisitions Committee retained its own special legal counsel. Financial advisors were engaged and consulted. The Arrangement Agreement was executed only after consideration by the plenary Board of a presentation delivered by the financial advisor to the Auryn Mergers and Acqusitions Committee, Stifel GMP, and receiving a full report by the Mergers and Acquisitions Committee. The terms of the Arrangement Agreement, including the spin-out of the Peruvian Projects, were considered taking into account the best interests of Auryn and the impact on Auryn’s Securityholders. Several specialized advisors assisted with due diligence reviews including reviews of Eastmain’s mineral resources at the Eau Claire Project, environmental and First Nations issues, legal and corporate due diligence, financial and taxation due diligence all of which was considered by the Auryn Board.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

76

In developing the Reorganization Arrangement, management obtained an independent valuation of the Peruvian Projects from a certified business valuator. Because Auryn Shareholders are receiving the value of these projects through the SpinCos detailed disclosure of the appraisal is not warranted however the estimated valuation placed a range of which will be the estimated amount of the dividend being received by Auryn Shareholders and which will be reported as such to the IRS. (The following figures are low, high, and midpoint all US$):

Subsidiary Name	Low		High		Midpoint
Corisu Peru S.A.C	US$	24,500,000	US$	28,510,000	US$	26,505,000
Sombrero Minerales S.A.C.	US $	18,200,000	US$	19,700,000	US$	18,950,000
Peruvian Subsidiaries	US$	42,700,000	US$	48,210,000	US$	45,455,000

After review and discussion, the Auryn Board unanimously resolved to: (a) accept the advice of its legal and financial advisors that the Reorganization Arrangement and Eastmain Acquisition are fair, from a financial point of view, to the Auryn Securityholders; (b) determine that the Reorganization Arrangement and Eastmain Acquisition are in the best interests of Auryn; and (c) to recommend that Auryn Securityholders vote in favour of the Reorganization Arrangement and Eastmain Acquisition.

Financing Required to Complete the Reorganization and Eastmain Acquisition

On August 28, 2020, Auryn entered into a bought deal letter with Canaccord Genuity Corp. and Beacon Securities Limited acting as co-lead underwriter on behalf of a syndicate of Canadian underwriters. Under the bought deal letter the underwriters agreed to a $22.5 million financing (expected to be upsized to $23 million), for an agreed purchase of 7.5 million to 7.75 million Subscription Receipts in two concurrent tranches at a price of C$2.00 per ordinary Subscription Receipt (2,500,000) (expected to be upsized to 2,750,000) and C$3.50 per flow-through Subscription Receipt (5,000,000). Each Subscription Receipt is exchangeable, conditional upon the closing of the Reorganization Arrangement and the Eastmain Arrangement, into one Fury Gold common share. The Financing proceeds are expected to be placed into escrow with Computershare Trust Company on September 24, 2020 and will only be released to Fury Gold once the Reorganization Arrangement and Eastmain Acquisition are completed

In connection with the Financing, the Underwriters will be reimbursed for their expenses and will receive 50% of their commission on closing of the Financing and will receive the balance of their commission upon satisfaction of the “Escrow Release Conditions”. The gross proceeds of the Financing (less the Underwriters’ expenses and 50% of the Underwriters’ fees) are expected to be deposited in escrow with Computershare Trust Company of Canada on September 24, 2020. The Underwriters’ commission and expenses will be paid out of the escrowed proceeds from the sale of Subscription Receipts exchangeable into non-flow through shares, excluding the portion of the proceeds from the sale of Subscription Receipts exchangeable into flow through shares. The Escrow Release Conditions provide that escrowed funds will be released to Fury Gold immediately following the closing of the Reorganization Arrangement and Eastmain Arrangement and delivery of certain customary completion documents. Investors subscribing for the Subscription Receipts will only receive Fury Gold Shares and will not receive the SpinCo Shares. The 5,000,000 Subscription Receipts sold as “flow-through” means that certain allowable deductions from Canadian income taxes which arise because the proceeds will be spent on exploration on a Canadian mineral project will “flow through” to the investor. The Subscription Receipts that convert into “flow though shares” are otherwise identical to all other common shares of Fury Gold.

The Financing represents equity dilution of approximately 9.88% to the Auyrn Shareholders (both before the Reorganization Arrangement, based on 108,225,334 Auryn Shares outstanding and assuming the conversion of the Subsription Receipts is adjusted to reverse the effects of the consolidation, and after the Reorganization Arrangement, based on 75.9 million Auryn Shares being outstanding) (approximately 10.2% assuming completion of the Upsizing) and approximately 6.38% based on on the 110 million Fury Gold Shares to be issued

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

77

upon completion of the Reorganization Arrangement and Eastmain Acquisition (approximately 6.58% assuming completion of the Upsizing). Investors subscribing for the Subscription Receipt will only receive Fury Gold Shares and will not receive the SpinCo Shares.

The Financing was priced based on arm’s length discussions with the Underwriters before trading in the Fury Gold Shares had commenced. As there is no trading market for the Fury Gold Shares, pursuant to the policies of the TSX the completion of the Financing is subject to the approval of the disinterested approval of the Auryn Shareholders. In this case, Auryn Shares held by Auryn Shareholders participating in the Financing will be excluded from voting on the Financing Resolution. Auryn does not presently know for certain if current Auryn Shareholders will participate in the Financing but procedures are in place to ensure that each investor in the Financing must certify as to any existing ownership or control over holdings of Auryn voting securities and must abstain from voting on the Financing in respect of those securities. One proposed new Director, Michael Timmins has indicated he will be purchasing 50,000 Subscription Receipts ($100,000) but he is neither an Auryn Shareholder nor will he be an Auryn insider at the time of purchase. No insiders of Auryn are participating in the Financing, and the Financing will not result in a change of control of Auryn.

The Reorganization Arrangement

At the Meeting, Auryn Securityholders will be asked to consider and, if thought advisable, to pass, the Reorganization Arrangement Resolution to approve the Reorganization Arrangement under the BCBCA pursuant to the terms of the Arrangement Agreement and the Auryn Plan of Arrangement. The Reorganization Arrangement, the Auryn Plan of Arrangement and the terms of the Arrangement Agreement are summarized below. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement, which has been filed by Auryn under its profile on SEDAR at www.sedar.com, and is summarized on Appendix “M”, as well as the Reorganization Arrangement, which is attached to this Circular as Appendix “C”.

In order to implement the Reorganization Arrangement, the Reorganization Arrangement Resolution must be approved by: (a) at least two-thirds of the votes cast by the Auryn Shareholders; and (b) at least two-thirds of the votes cast by Auryn Shareholders, Auryn Optionholders and Auryn Warrantholders, voting as a single class, present in person or by proxy at the Meeting. A copy of the Reorganization Arrangement Resolution is set out in Appendix “B” of this Circular.

Unless otherwise directed, it is management’s intention to vote FOR the Reorganization Arrangement Resolution. If you do not specify how you want your Auryn Shares, Auryn Options or Auryn Warrants voted, the persons named as proxyholders will cast the votes represented by your proxy at the Meeting FOR the Reorganization Arrangement Resolution.

If the Reorganization Arrangement is approved at the Meeting and the Auryn Final Order approving the Reorganization Arrangement is issued by the Court and the applicable conditions to the completion of the Reorganization Arrangement are satisfied or waived, the Reorganization Arrangement will take effect commencing at the Effective Time on the Effective Date (which is expected to be on or about October 9, 2020).

Summary of Principal Steps of the Reorganization Arrangement

Under the Reorganization Arrangement, commencing at the Effective Time, the following will occur and be deemed to occur in law in the following chronological order:

(a) Auryn Dissenting Shareholders

Each Auryn Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all liens, claims and

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

78

encumbrances, to Auryn and Auryn shall thereupon be obliged to pay the amount therefor determined and payable in accordance with the Reorganization Arrangement, and the name of each such holder shall be removed from the securities register as a holder of Auryn Shares and such Auryn Shares so transferred to Auryn shall thereupon be cancelled.

(b) Capitalization of the SpinCos

The SpinCo Capitalization Agreements shall be implemented and Auryn will be deemed to have transferred to SpinCos the SpinCo Assets and SpinCos will assume the SpinCo Liabilities in consideration of SpinCo Shares equal in number to the number of issued Auryn Shares minus one in respect of each SpinCo.

(c) Reorganization Common Share Capital, Distribution of SpinCos

Auryn will reorganize its share capital by consolidating its common shares on the basis of approximately one Auryn Share for 0.7 of one Fury Gold Share and by creating exchangeable shares which will then be redeemed by distributing the SpinCos to Auryn Shareholders. These steps are more particularly described as follows:

The authorized share capital of Auryn shall be deemed to have been reorganized and its articles amended by:

(i) multiplying the issued Auryn Shares by the Consolidation Ratio;

(ii) renaming and redesignating all of the issued and unissued Auryn Shares as Class A Shares;

(iii) providing that the rights, privileges, restrictions and conditions attached to the Class A Shares are as follows:

(A) to two votes at all meetings of Auryn Shareholders except meetings at which only holders of a specified class of shares are entitled to vote and shall be entitled to one vote for each common share held;

(B) to receive, subject to the rights of the holders of another class of shares, any dividend declared by Auryn; and

(C) to receive, pari passu with the Fury Gold Shares, and subject to the rights of the holders of another class of shares, the remaining property of Auryn on the liquidation, dissolution or winding up of Auryn, whether voluntary or involuntary;

(iv) creating a new class consisting of an unlimited number of common shares without par value referred to herein as Fury Gold Shares;

(v) providing that the rights, privileges, restrictions and conditions attached to the Fury Gold Shares are as follows:

(A) to vote at all meetings of Auryn Shareholders except meetings at which only holders of a specified class of shares are entitled to vote and shall be entitled to one vote for each Fury Gold Share held;

(B) to receive, subject to the rights of the holders of any other class of shares having a priority, any dividend declared by Auryn; and

(C) to receive, pari passu with the Class A Shares, and subject to the rights of the holders of another class of shares having priority, the remaining property of Auryn on the liquidation, dissolution or winding up of Auryn, whether voluntary or involuntary;

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

79

(vi) immediately before the exchange in paragraph (vii) below occurs, each Auryn Option held by an Auryn Optionholder that was outstanding at the Effective Time will be deemed to be exchanged for a Fury Gold Option upon the terms and conditions set out in paragraph 3(d) of the Reorganization Arrangement;

(vii) Auryn shall be deemed to have reorganized its capital within the meaning of Section 86 of the Tax Act as follows and in the following order:

(A) each Auryn Shareholder (other than a Dissenting Shareholder) will exchange each Class A Share held at the Effective Time for (A) one Auryn Share times the Consolidation Ratio (a Fury Gold Share), (B) (1.0÷Consolidation Ratio) SpinCo Sombrero Shares and (C) (1.0÷Consolidation Ratio) SpinCo Curibaya Shares and such Auryn Shareholders shall thereupon cease to be the holders of the Class A Shares so exchanged;

(B) the authorized capital of Auryn is amended to delete the Class A Shares, none of which are issued and outstanding, and to delete the rights, privileges, restrictions and conditions attached to the Class A Shares; and

(C) the aggregate amount added to the stated capital of the Fury Gold Shares issued shall be equal to the amount if any, by which (A) the aggregate paid-up capital (as that term is defined for the purposes of the Tax Act) of the Auryn Shares (other than Auryn Shares held by the Dissenting Shareholders) immediately prior to the Effective Time, exceeds (B) the Fair Market Value of the SpinCo Shares distributed to the Auryn Shareholders.

Fractional shares will be aggregated for each Auryn Shareholder (or by account) and no individual fractional shares will be issued. SpinCo Shares shall be distributed to the nearest whole number and Auryn Shareholders will not receive any compensation in lieu of any single fractional share per Auryn Shareholder (or per account). The name of each Auryn Shareholder who is so deemed to exchange his, her or its Class A Shares, shall be removed from the securities register of Class A Shares with respect to the Class A Shares so exchanged and shall be added to the securities registers of Fury Gold Shares and SpinCo Shares as the holder of the number of Fury Gold Shares and SpinCo Shares deemed to have been received on the exchange.

(d) Auryn Optionholders and Auryn Warrantholders

The holders of Auryn Options and Auryn Warrants will receive appropriately adjusted replacement options and warrants of Fury Gold. The replacement Fury Gold Options will be multiplied by the Consolidation Ratio and the exercise price divided by the Consolidation Ratio, and the exercise price of the Fury Gold Option will be further adjusted downwards as permitted by the policies of the TSX to provide for the distribution of the SpinCo Shares to the Auryn Shareholders by an amount that is no greater than the difference between: (i) the VWAP of the Auryn Shares for the five trading days before the Effective Date and (ii) the VWAP of the Fury Gold Shares for the five trading days commencing on and following the Effective Date. The Auryn Warrants will be exchanged for Fury Gold Replacement Warrants that entitle the holder to acquire at an exercise price equal to the exercise price of the Auryn Warrants they replace divided by the Consolidation Ratio: (i) one Fury Gold Share times the Consolidation Ratio; (ii) one SpinCo Sombrero Share; and (iii) one SpinCo Curibaya Shares.

Reasons for the Reorganization Arrangement

The Auryn Board has reviewed and considered an amount of information and considered a number of factors relating to the Reorganization Arrangement with the benefit of advice from Auryn’s senior management and its

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

80

financial and legal advisors. The following is a summary of the principal reasons for the recommendation of the Auryn Board that Auryn Shareholders vote FOR the Reorganization Arrangement Resolution:

(a) Separate Participation by Auryn Shareholders in the Peruvian Projects. Auryn Shareholders, through their ownership of the SpinCo Shares, will also participate in the SpinCos Properties. The Auryn Shareholders will hold 100% of the issued SpinCo Shares upon completion of the Reorganization Arrangement and Eastmain Arrangement. The SpinCos will have approximately $6.7 million in cash to pursue development of the SpinCos Properties. It is expected that the current management of Auryn will also participate as management of the SpinCos.

(b) Investment Diversification. The creation of two separate companies dedicated to the pursuit of their respective businesses will provide Auryn Shareholders with diversification and increased liquidity for their investment portfolios, as they will hold a direct interest in two companies, each of which is focused and valued on different objectives;

(c) Approval of Special Majorities of Auryn Securityholders and the Court are Required. The following required approvals protect the rights of Auryn Securityholders: the Reorganization Arrangement must be approved by: (a) at least two-thirds of the votes cast in respect of the Reorganization Arrangement Resolution by Auryn Securityholders; and (b) at least two-thirds of the votes cast in respect of the Reorganization Arrangement Resolution by Auryn Shareholders, Auryn Optionholders and Auryn Warrantholders, voting as a single class, present in person or represented by proxy at the Meeting; and the Reorganization Arrangement must also be sanctioned by the Court, which will consider the fairness of the Reorganization Arrangement to Auryn Shareholders.

(d) Superior Proposals. The Arrangement Agreement allows the Auryn Board, in the exercise of its fiduciary duties, to respond to certain unsolicited Acquisition Proposals, prior to the Auryn Securityholder Approval, which may be superior to the Reorganization Arrangement. The Auryn Board received advice from its financial and legal advisors that the deal protection terms including the Auryn Expense Fee, Auryn Termination Fee, and circumstances for payment of such expense and termination fees, are within the ranges typical in the market for similar transactions and are not a significant deterrent to potential Superior Proposals.

(e) Dissent Rights. Registered Auryn Shareholders who oppose the Reorganization Arrangement may, on strict compliance with the Dissent Procedures, exercise their Dissent Rights and receive the fair value of the Dissent Shares.

(f) Auryn Voting Agreements. The directors and senior officers of Auryn have entered into the Auryn Voting Agreements pursuant to which they agreed to vote in favour of the Reorganization Arrangement and Eastmain Acquisition. As of the Record Date, such directors and officers of Auryn representing approximately 14.81% of the Outstanding Auryn Voting Securities.

In view of the wide variety of factors and information considered in connection with their evaluation of the Reorganization Arrangement, the Auryn Board did not find it practicable to, and therefore did not, quantify or otherwise attempt to assign any relative weight to each specific factor or item of information considered in reaching their conclusions and recommendations. In addition, individual members of the Auryn Board may have given different weights to different factors or items of information.

Treatment of Auryn Options

Each Auryn Option held by an Auryn Optionholder that was outstanding as the Effective Time will be deemed to be exchanged for a Fury Gold Option which will be adjusted by multiplying the number of Auryn Shares subject to the Auryn Option by the Consolidation Ratio and the exercise price divided by the Consolidation Ratio Auryn

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

81

Options, shall continue for all purposes be deemed to be option certificates representing Fury Gold Options provided that the number of Options shall be deemed reduced by multiplying the number of Auryn Options previously outstanding by the Consolidation Ratio and the exercise price of the Fury Gold Options will be the previous price divided by the Consolidation Ratio. The exercise price of the Fury Gold Option may be further adjusted downwards pursuant to the policies of the TSX to provide for the distribution of the SpinCo Shares to the Auryn Shareholders by an amount that is no greater than the difference between: (i) the VWAP of the Auryn Shares for the five trading days before the Effective Date and (ii) the VWAP of the Fury Gold Shares for the five trading days commencing on and following the Effective Date. Except as otherwise provided in the Auryn Plan of Arrangement, the term, expiry, conditions to and manner of exercising, and all other terms and conditions of a Fury Gold Option will be the same as the Auryn Option for which it is exchanged.

For example a holder of 10,000 Auryn Options exercisable at $2.00 will receive an option to acquire 7,031 options in Fury Gold at a price of $2.84, subject the further adjustment noted above.

Treatment of Auryn Warrants

Each Auryn Warrant outstanding as the Effective Time will be deemed to be exchanged for Fury Gold Replacement Warrant which will be exercisable at the exercise price of the Auryn Warrant it replaces divided by the Consolidation Ratio, permitting the holder to acquire the aggregate of: (i) one Fury Gold Share times the Consolidation Ratio; (ii) one SpinCo Sombrero Share; and (iii) one SpinCo Curibaya Shares. Except as otherwise provided in the Auryn Plan of Arrangement, the term, expiry, conditions to and manner of exercising, and all other terms and conditions of a Fury Gold Replacement Warrant will be the same as the Auryn Warrant for which it is exchanged. Of the maximum $1 million proceeds of the Fury Gold Replacement Warrants, $100,000 will be paid over to each SpinCo to compensate for the issuance by them of SpinCo shares to the holder of the Fury Gold Replacement Warrants

Auryn Voting Agreements

On July 29, 2020, Eastmain entered into the Auryn Voting Agreements with Auryn directors and senior officers. The Auryn Voting Agreements set forth, among other things, the agreement of such directors and officers to vote their Auryn Shares and Auryn Options in favour of the Reorganization Arrangement, Financing and Eastmain Acquisition. As of the Record Date, August 24, 2020, of the Outstanding Auryn Voting Securities 17,097,116 were subject to the Auryn Voting Agreements, representing approximately 14.81% of the Outstanding Auryn Voting Securities.

The Auryn Voting Agreements require voting support, prohibit solicitation of an alternative Acquisition Proposal, and impose a contractual hold period on Auryn Shares held by the Auryn Locked-up Shareholders expiring upon completion of the Reorganization Arrangement, or upon earlier termination of the Auryn Voting Agreements.

Each Auryn Locked-up Shareholder has agreed to vote his or her owned (directly or indirectly) securities of Auryn, and any securities of Auryn acquired by or issued to such Auryn Locked-up Shareholder following July 29, 2020, to the extent it is so entitled, in favour of the Reorganization Arrangement and against any other matter that could reasonably be expected to delay, prevent or frustrate the completion of the Reorganization Arrangement. Under the terms of the Auryn Voting Agreements, Auryn has acknowledged that any Auryn Locked-up Shareholder who is also a director or officer of Auryn is bound under the Auryn Voting Agreement only in such person’s capacity as a securityholder, and not in his or her capacity as a director or officer.

The Auryn Voting Agreements terminate: (a) by mutual agreement; (b) by the Auryn Locked-up Shareholders (i) in case of breach any covenants of the Auryn Voting Agreement by Auryn, (ii) if Auryn decreases the number

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

82

of the SpinCo Shares issuable to Auryn Shareholders, and (iii) if Auryn amends the Arrangement Agreement in a way that adversely affects the Auryn Locked-up Shareholder; (c) upon the completion of the Reorganization Arrangement; (d) on the date of termination of the Arrangement Agreement in accordance with the terms thereof; or on the Outside Date (November 30, 2020 unless extended by agreement). Under the terms of the Auryn Voting Agreements, certain Auryn Options may be exercised and resold in accordance with their terms.

Recommendation of the Auryn Mergers and Acquisitions Committee

The Auryn Board established the Auryn Mergers and Acquisitions Committee to oversee the process surrounding the review of the transaction and other potential strategic alternatives and to provide recommendations to the full Auryn Board of Directors as appropriate. The Auryn Mergers and Acquistions Committee, after taking into account, among other things, the key benefits and risks of the Reorganization Arrangement, including those noted under the heading “Reasons for the Arrangement”, and the fairness opinions delivered by Stifel GMP and after consulting with its legal and financial advisors, unanimously determined that the Reorganization Arrangement is in the best interests of Auryn and is fair to the Auryn Securityholders and unanimously recommended that the Auryn Board approve the Arrangement Agreement, Reorganization Arrangement and Eastmain Acquisition and recommend that the Auryn Securityholders vote FOR the Reorganization Arrangement Resolution and that the Auryn Shareholders vote FOR the Reorganization Arrangement Resolution, Eastmain Acquisition Resolution and Financing Resolution.

Recommendation of the Auryn Board

The Auryn Board, after consultation with its financial and legal advisors, has determined that the Reorganization Arrangement is fair to the Auryn Securityholders and in the best interests of Auryn. Accordingly, the Auryn Board recommends that Auryn Securityholders vote FOR the Reorganization Arrangement Resolution and that the Auryn Shareholders vote FOR the Eastmain Acquisition Resolution and Financing Resolution.

All directors of Auryn and the senior officers of Auryn intend to vote all of their Auryn Shares, Auryn Options and Auryn Warrants in favour of the Reorganization Arrangement Resolution, Eastmain Acquisition Resolution and Financing, subject to the terms of the Arrangement Agreement and the Auryn Voting Agreements.

The Arrangement Agreement

The description of the Arrangement Agreement in this Circular in Appendix “K” is a summary only and is qualified in its entirety by reference to the Arrangement Agreement, which is incorporated by reference herein and has been filed by each of Eastmain and Auryn on their respective SEDAR profiles at www.sedar.com.

Approval of Reorganization Arrangement Resolution

At the Meeting, the Auryn Securityholders will be asked to approve the Reorganization Arrangement Resolution, the full text of which is set out in Appendix “B” to this Circular. In order for the Reorganization Arrangement to become effective, as provided in the Auryn Interim Order and by the BCBCA, the Reorganization Arrangement Resolution must be approved by: (a) at least two-thirds of the votes cast on the Reorganization Arrangement Resolution by Auryn Shareholders; and (b) at least two-thirds of the votes cast by Auryn Shareholders, Auryn Optionholders and Auryn Warrantholders, voting as a single class and with Auryn Optionholders having one vote for each Auryn Option held, present in person or represented by proxy at the Meeting. Should Auryn Securityholders fail to approve the Reorganization Arrangement Resolution by the requisite majority, the Reorganization Arrangement will not be completed.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

83

The Auryn Board has approved the terms of the Arrangement Agreement and the Auryn Plan of Arrangement and recommends that the Auryn Securityholders vote FOR the Reorganization Arrangement Resolution. See “The Meeting – Recommendation of the Auryn Board” above.

Approval of the Financing

In addition to the approval of the Reorganization Arrangement Resolution Auryn Shareholders will be asked to consider and, if thought advisable, pass by simple majority, the Financing. The full text of that resolution is set out in Appendix “B” to this Circular and will authorize the issuance of up to 7.5 million Fury Gold Shares to the holders of the Subscription Receipts. This figure is expected to be upsized to 7.75 million.

The Subscription Receipts will be issued pursuant to a bought deal letter agreed to between Auryn, Canaccord Genuity Corp. and Beacon Securities Limited acting as co-lead underwriters on behalf of a syndicate of underwriters (the “Underwriters”). The Subscription Receipts will be sold in two concurrent tranches, one consisting of 2,500,000 Subscription Receipts sold at $2.00 per Subscription Receipt, which will entitle the holders to acquire Fury Gold Shares on completion of the Reorganization Arrangement and Eastmain Arrangement, and 5,000,000 flow through Subscription Receipts sold at $3.50 per flow through Subscription Receipt which will entitle the holders to acquire Fury Gold Shares on completion of the Reorganization Arrangement and Eastmain Arrangement that will qualify as “flow through shares” for the purposes of the Tax Act. Flow through Subsection Receipts will be exchanged for fl Fury Gold Shares that qualify as flow through shares entitling the purchasers to certain Canadian income tax deductions arising out of the expenditure of the $17,500,000 subscription proceeds on exploration of a Canadian resource property.

The Financing, once represented by Fury Gold Shares to be exchanged for the Subscription Receipts, represents equity dilution of 6.38% based on the 110 million Fury Gold Shares to be issued upon completion of the Reorganization Arrangement and Eastmain Acquisition (approximately 6.58% assuming completion of the Upsizing). The Financing represents equity dilution of approximately 9.88% to the Auyrn Shareholders (both before the Reorganization Arrangement, based on 108,225,334 Auryn Shares outstanding and assuming the conversion of the Subsription Receipts is adjusted to reverse the effects of the consolidation, and after the Reorganization Arrangement, based on 75.9 million Auryn Shares being outstanding) (approximately 10.2% assuming completion of the Upsizing). Investors subscribing for the Subscription Receipt will only receive Fury Gold Shares and will not receive the SpinCo Shares. No insiders of Auryn are participating in the Financing, and the Financing will not result in a change of control of Auryn.

Reasons for Disinterested Shareholder Approval

The Financing was priced based on arm’s length discussions with the Underwriters before trading in the Fury Gold Shares had commenced. As there is no trading market for the Fury Gold Shares, pursuant to the policies of the TSX the completion of the Financing is subject to the approval of the disinterested approval of the Auryn Shareholders. In this case, Auryn Shares held by Auryn Shareholders participating in the Financing would be excluded from voting on the Financing Resolution. Auryn does not presently know for certain if current Auryn Shareholders will participate in the Financing but procedures are in place to ensure that each investor in the Financing must certify as to any existing ownership or control over holdings of Auryn voting securities and must abstain from voting on the Financing in respect of those securities.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

84

The Auryn Board has approved the terms of the Financing and recommends that the Auryn Shareholders vote FOR the Financing Resolution (and will take steps to ensure any Auryn Shareholder participating in the Financing is precluded from voting his or her Aurn Shares).

Approval of Immediate and Potential Share Dilution resulting from the Eastmain Acquisition

In addition to the approval of the Reorganization Arrangement and the Financing, Auryn Shareholders will be asked to consider and, if thought advisable, pass by simple majority, the Eastmain Acquisition Resolution. The full text of that resolution is set out in Appendix “B” to this Circular and will authorize the issuance of up to 34.1 million Fury Gold Shares (being the equivalent of 48,714,286 pre-consolidation Auryn Shares) to the former Eastmain Shareholders and holders of Eastmain convertible securities.

Pursuant to the Arrangement Agreement, Auryn will acquire all of the outstanding common shares and convertible securities of Eastmain, so that on completion of the Eastmain Acquisition, Eastmain will be a wholly owned subsidiary of Fury Gold (Auryn after the consolidation of the Auryn Shares on approximately a one Auryn Share for 0.7 Fury Gold Share basis, Peruvian spinout and name change). Information concerning Eastmain can be found in Appendix “F” – Information Concerning Eastmain. Pursuant to the terms of the Arrangement Agreement, Auryn will issue 34.1 million common shares, representing approximately 31% of the outstanding shares of Fury Gold, after completion of the Reorganization Arrangement and Eastmain Acquisition (but excluding shares issuable on conversion of the Financing or convertible securities of Eastmain or Auryn). In the event that options to acquire Eastmain Shares are exercised before the record date, such exercise will not result in further dilution to Auryn Shareholders. The exercise of Auryn Warrants or Auryn Options prior to the Effective Date will result in an incremental downward adjustment to the Consolidation Ratio, as the number of Fury Gold Shares to be outstanding and held by former Auryn Shareholders is fixed at 75.9 million irrespective of the number of Auryn Shares outstanding at the Effective Time.

Auryn Securities	Number issued		Consolidation Ratio if Auryn Options and Warrants are exercised before Effective Date		Fury Gold shares received per 1000 Auryn Shares
Shares		108,225,734		0.7013		701
Options		4,155,073		0.6754		675
Warrants		500,000		0.6724		672
Total		112,880,807		0.6724		672

Note: Auryn Shareholders should note that the number of Fury Gold shares per 1000 reduces if Auryn dilutives are exercised before the Effective Date because the aggregate number of Fury Gold Shares issuable for issued Auryn Shares is fixed at 75,900,000, however part of that reduction represents equity dilution that would otherwise occur if and when these dilutive securities are exercised after the Effective Date. Eastmain Shareolders are subject to a similar effect if Eastmain dilutive securities are exercised before the Effective Date because the aggregate number of Fury Gold Shares to be issued for Eastmain Shares is fixed at 34,100,000. The reduction does not affect the number of SpinCo shares to be received which is fixed at 1:1 for each (one share of each SpinCo for each Auryn Share).

Eastmain Options outstanding on the Effective Date will be exchanged for the Fury Gold Replacement Options which will entitle the holder to acquire such number of Fury Gold Shares as is equal to the number of Eastmain Shares originally subject to the Eastmain Option multiplied by the Exchange Ratio, at an exercise price equal to the original Eastmain Option exercise price divided by the Exchange Ratio. Eastmain Warrants outstanding on the Effective Date will be similarly adjusted to entitle the holder to acquire such number of Fury Gold Shares as

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

85

is equal to the number of Eastmain Shares originally subject to the Eastmain Warrant multiplied by the Exchange Ratio, at an exercise price equal to the original Eastmain Warrant exercise price divided by the Exchange Ratio. The Exchange Ratio will be set on the Effective Date and will be determined by dividing 34.1 million by the number of Eastmain Shares outstanding on the Effective Date, which is expected to result in an Exchange Ratio of approximately 0.11728 of a Fury Gold Share (approximately 0.16722 of an Auryn Share preconsolidation) for each Eastmain Share. After adjustment for the estimated value of the SpinCo shares based on an independent valuation report received by Auryn (US$45.5M), the C$121M offer represents approximately C$0.42 per Eastmain share, representing a premium of 137% premium to the closing market price of the Eastmain Shares on July 29, 2020, and a premium of 123% based on the 20 day VWAP of the Eastmain Shares.

In order for the Eastmain Acquisition to be completed, the Eastmain Acquisition Resolution must be approved by a simple majority (50% plus one vote) of votes cast at the Meeting by Auryn Shareholders, present online or by proxy.

Auryn Locked-Up Shareholders (who include directors and senior executives of Auryn), holding 14.81% of the Auryn securities have entered into the Support Agreements with Eastmain and have agreed to vote their Auryn Shares in favour of the Eastmain Acquisition Resolution.

The Auryn Board unanimously recommends that Auryn Shareholders vote FOR the Eastmain Acquisition Resolution. Unless otherwise directed, the management nominees named in the accompanying form of proxy intend to vote FOR the approval of the Eastmain Acquisition Resolution.

Reason for Shareholder Approval Requirement

Pursuant to Section 611(c) of the TSX Company Manual, the TSX requires shareholder approval in circumstances where a proposed issuance of voting securities for an acquisition will result in the issuance of 25% or more of an issuer’s outstanding voting securities on a non-diluted basis. TSX will generally not require further security holder approval for the issuance of up to an additional an additional 9,294,347 Fury Gold Shares (the equivalent of 13,277,639 pre- consolidation Auryn Shares) such number being 25% of the number of securities approved by security holders for the transaction.

The Eastmain Acquisition Resolution will authorize the issuance of a number of Auryn Shares in excess of 25%. The actual number is estimated to be approximately 31% of the issued and outstanding Auryn Shares as of September 1, 2020 on a non-diluted basis, assuming completion of the Reorganization Arrangement but before the Financing or issue of shares consequent upon the exercise of any convertible securities of Eastmain or Auryn. The issuance of the Auryn Shares for the Eastmain Acquisition and Financing represent, on a pre-consolidation basis, would result in the issue of 63,829,275 Auryn Shares (including Auryn Shares that would be issuable on exercise of Eastmain Warrants and Eastmain Options), representing 58.97% of the Auryn Shares currently outstanding.

Auryn will make an application to the TSX to list the Auryn Shares issuable under the Eastmain Acquisition Resolution. Such listing will be subject to Auryn fulfilling all of the customary listing requirements of the TSX, including obtaining approval of the Eastmain Acquisition Resolution, which are required under the TSX Company Manual. Section 611(c) requires shareholders approval because the aggregate number of Auryn Shares issuable under the Eastmain Acquisition and the Financing is greater than 25% of the currently outstanding Auryn Shares.

Auryn Shares to be Issued Pursuant to the Eastmain Acquisition Resolution

In connection with the Eastmain Acquisition Resolution, Auryn Shareholders will be asked to approve the issue of up to 37,268,399 Fury Gold Shares (the equivalent of 53,135,064 pre-consolidation Auryn Shares) pursuant to

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

86

the Eastmain Acquisition, although Fury Gold will issue only approximately 34.1 million Fury Gold Shares on Closing of the Eastmain Acquisition. The aggregate Fury Gold shares issuable in connection with the Eastmain Acquisition includes: (i) 34,100,000 million Fury Gold Shares to Eastmain Shareholders (based on the number of Eastmain Shares outstanding as of the date of the Arrangement Agreement) (the equivalent of 48,6217,502 pre-consolidation Auryn Shares); (ii) 1,694,136 Fury Gold Shares (the equivalent of 2,415,531 pre-consolidation Auryn Shares) potentially issuable upon the exercise of Replacement Options to be issued to Eastmain Optionholders in exchange for their Eastmain Options; and (iii) 1,474,263 Fury Gold Shares (the equivalent of 2,101,061 pre-consolidation Auryn Shares) potentially issuable upon the exercise of the Eastmain Warrants. TSX will generally not require further security holder approval for the issuance of up to an additional 9,294,347 Fury Gold Shares (the equivalent of 13,277,639 pre-consolidation Auryn Shares) such number being 25% of 37,268,399 Fury Gold Shares (the equivalent of 53,135,064 pre-consolidation Auryn Shares) to be approved by security holders for the Eastmain Acquisition.

One Insider of Auryn hold approximately 100,000 Eastmain Shares, and consequently will receive approximately 8,190 Fury Gold Shares in exchange for their Eastmain Shares. To the knowledge of Auryn, no other Insiders of Auryn hold any Eastmain Options or Eastmain Warrants and no Insiders of Eastmain hold any material number of Auryn Shares, if any.

Following the successful completion of the Reorganization Arrangement, Financing and Eastmain Acquisition, former Auryn Shareholders will hold approximately 64.6% of Fury Gold Shares, former Eastmain Shareholders will hold approximately 29%, and the investors in the Financing will hold approximately 6.4%, in each case before giving effect to any of the dilutive securities of Fury Gold.

Procedure for Distribution of Certificates

Share Certificates

For each Registered Auryn Shareholder, accompanying this Circular is an Auryn Letter of Transmittal. Auryn has enclosed an envelope with the Meeting Materials in order to assist Auryn Shareholders with returning Auryn Letters of Transmittal and related documents to Computershare, as depositary under the Reorganization Arrangement.

In order for a Registered Auryn Shareholder to receive the Auryn Shareholder Exchange Consideration for each Auryn Common Share held by such Registered Auryn Shareholder, such Registered Auryn Shareholder must deposit the certificate(s) representing his, her or its Auryn Shares or applicable DRS Statement(s) with Computershare, as depositary. The Auryn Letter of Transmittal, properly completed and duly executed, together with all other documents and instruments referred to in the Auryn Letter of Transmittal or reasonably requested by Computershare, must accompany all certificates or DRS Statements for Auryn Shares deposited for payment pursuant to the Reorganization Arrangement.

The Letter of Transmittal contains procedural information relating to the Reorganization Arrangement and should be reviewed carefully. In all cases, issuance of the Fury Gold Shares and SpinCo Shares for Auryn Shares will be made only after timely receipt by Computershare of a duly completed and signed Auryn Letter of Transmittal, together with certificates representing such Auryn Shares or applicable DRS Statements and such other documents and instruments referred to in the Auryn Letter of Transmittal or as Computershare may require from time to time, acting reasonably. Computershare will issue the Auryn Shareholder Exchange Consideration Auryn Shareholder is entitled to receive in accordance with the instructions in the Auryn Letter of Transmittal. Auryn reserves the right, if it so elects in its absolute discretion, to instruct Computershare to waive any irregularity contained in any Auryn Letter of Transmittal received by Computershare. As soon as practicable following the later of the Effective Date and the deposit of the Auryn Shares, including delivery of the Auryn Letter of Transmittal, certificates and other corresponding documents required from the Auryn Shareholder, Computershare shall forward the Fury Gold Shares

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

87

and SpinCo Shares payable to the applicable Auryn Shareholder in accordance with the Reorganization Arrangement and the instructions in the Auryn Letter of Transmittal.

Any Non-Registered Auryn Shareholder whose Auryn Shares are registered in the name of a broker, investment dealer, bank, trust corporation, trustee or other nominee should contact that nominee for assistance in depositing such Auryn Shares and should follow the instructions of such nominee in order to deposit such Auryn Shares with Computershare.

The method used to deliver an Auryn Letter of Transmittal and any accompanying certificates and other relevant documents, if any, is at the option and risk of the relevant Auryn Shareholder. Delivery will be deemed effective only when such documents are actually received by Computershare at the address set out in the Auryn Letter of Transmittal. Auryn recommends that the necessary documentation be hand delivered to Computershare and a receipt obtained; otherwise, the use of registered mail with return receipt requested, properly insured, is recommended. Under no circumstances will interest consideration to be issued in connection with the Reorganization Arrangement accrue or be paid by the Auryn, Auryn or Computershare to persons delivering an Auryn Letter of Transmittal in connection with the Reorganization Arrangement, regardless of any delay in making such payment. Certificates representing Auryn Common Shares will be forwarded by first class mail to the addresses supplied in the Auryn Letter of Transmittal, if any, or to the address of the Registered Auryn Shareholder as last shown on record with Auryn, or held at a Computershare office set out in the Auryn Letter of Transmittal for pick-up. Delivery of such certificates representing Auryn Shares in accordance with an Auryn Shareholder’s instructions in the Auryn Letter of Transmittal will be deemed to constitute receipt by such Auryn Shareholder.

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Auryn Shares that were transferred or surrendered pursuant to the Reorganization Arrangement shall have been lost, stolen or destroyed, then the Auryn Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to Computershare. Upon making of an affidavit of that fact that such certificate has been lost, stolen or destroyed by the Registered Auryn Shareholder of such Auryn Shares and the receipt by Computershare of an Auryn Letter of Transmittal and any other documents Computershare requires, Computershare will issue in exchange for such lost, stolen or destroyed certificate, the Auryn Shareholder Exchange Consideration which such Registered Auryn Shareholder is entitled to receive pursuant to the Plan of Arrangement. When authorizing such payment in relation to any lost, stolen or destroyed certificate, the Registered Auryn Shareholder to whom the payment is made will, as a condition precedent to the delivery of such Auryn Shareholder Exchange Consideration, be required to give a bond satisfactory to Auryn, Auryn and Computershare, as depositary, in such sum as Auryn, Auryn and Computershare may direct or otherwise indemnify Auryn, Auryn and Computershare in a manner satisfactory to Auryn, Auryn and Computershare against any claim that may be made against Auryn, Auryn and Computershare with respect to the certificate alleged to have been lost, stolen or destroyed.

After the Effective Time, Auryn Share certificates will continue to be valid and represent the number of Fury Gold shares when the number of Auryn Shares on the certificate is multiplied by the Consolidation Ratio. However no SpinCo shares can be issued to the holder of an Auryn Share until it is tendered to Computershare with a Letter of Transmittal.

Option Certificates

New option certificates shall be issued with respect to the Fury Gold Options issued in connection with the Reorganization Arrangement. After the Effective Time, option certificates representing, on their face, Auryn Options, shall continue for all purposes be deemed to be option certificates representing Fury Gold Options subject that the number of Options shall be deemed reduced by the Consolidation Ratio and the exercise price is the previous price divided by the Consolidation Ratio. The exercise price of the Fury Gold Option may be further adjusted downward as permitted by the policies of the TSX to provide for the distribution of the SpinCo Shares

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

88

to the Auryn Shareholders by an amount that is no greater than the difference between: (i) the VWAP of the Auryn Shares for the five trading days before the Effective Date and (ii) the VWAP of the Fury Gold Shares for the five trading days commencing on and following the Effective Date.

Fractional Shares

Any fractional shares issuable pursuant to the Reorganization Arrangement, including on exercise or conversion, will be rounded down to the nearest whole number.

Effects of the Reorganization Arrangement on Auryn Shareholders’ Rights

Auryn Shareholders receiving Fury Gold Shares and the SpinCo Shares under the Reorganization Arrangement will remain shareholders of Auryn (to be renamed Fury Gold) and their rights are not affected as such. Auryn Shareholders will also become shareholders of the SpinCos. The SpinCos, like Auryn, are provincially incorporated in British Columbia, Canada and governed by the BCBCA.

Court Approval of the Reorganization Arrangement

An arrangement under the BCBCA requires Court approval.

Auryn Interim Order

On September 1, 2020, Auryn obtained the Auryn Interim Order providing for the calling and holding of the Meeting, the Dissent Rights and certain other procedural matters. The text of the Auryn Interim Order is set out in Appendix “D” to this Circular.

Auryn Final Order

Subject to the terms of the Arrangement Agreement, and if the Reorganization Arrangement Resolution is approved by Auryn Securityholders at the Meeting in the manner required by the Auryn Interim Order, Auryn intends to make an application to the Court for the Auryn Final Order.

The application for the Auryn Final Order approving the Reorganization Arrangement is currently scheduled for October 7, 2020 at 09:45 AM (Vancouver time), or as soon thereafter as counsel may be heard, at the at the Vancouver Courthouse located at 800 Smithe St, Vancouver BC V6Z 2E1, Canada, or at any other date and time as the Court may direct. Any Auryn Shareholder, Auryn Optionholder, Auryn Warrantholder or any other interested party who wishes to appear or be represented and to present evidence or arguments at that hearing of the application for the Auryn Final Order must file and serve a response to petition no later than 4:00 PM (Vancouver time) on October 5, 2020 along with any other documents required, all as set out in the Auryn Interim Order and the Notice of Petition, the text of which are set out in Appendix “D” to this Circular, and satisfy any other requirements of the Court. Such Persons should consult with their legal advisors as to the necessary requirements. In the event that the hearing is adjourned, then, subject to further order of the Court, only those Persons having previously filed and served a response to petition will be given notice of the adjournment.

The Court has broad discretion under the BCBCA when making orders with respect to the Reorganization Arrangement. The Court will consider, among other things, the fairness and reasonableness of the Reorganization Arrangement, both from a substantive and a procedural point of view. The Court may approve the Reorganization Arrangement, either as proposed or as amended, on the terms presented or substantially on those terms. Depending upon the nature of any required amendments, Auryn or Eastmain may determine not to proceed with the Reorganization Arrangement and Eastmain Arrangement.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

89

The (i) Fury Gold Shares and the SpinCo Shares received by Auryn Shareholders, (ii) the Fury Gold Options to be received by the Auryn Optionholders, and (iii) the Fury Gold Warrants to be received by the Auryn Warrantholders pursuant to the Reorganization Arrangement, have not been and will not be registered under the U.S. Securities Act or the Securities Laws of any state of the United States and will be issued and exchanged in reliance upon the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and exemptions provided under the Securities Laws of each state of the United States in which Auryn Shareholders and Auryn Optionholders reside. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration under the U.S. Securities Act where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the fairness of the terms and conditions of such issuance and exchange to those to whom the securities will be issued, at which all Persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court will be advised prior to the hearing of the application for the Auryn Final Order that if the terms and conditions of the Reorganization Arrangement, and the fairness thereof, are approved by the Court, the above exchange of securities pursuant to the Reorganization Arrangement will not require registration under the U.S. Securities Act pursuant to Section 3(a)(10) thereunder. Accordingly, the Auryn Final Order of the Court will, if granted, constitute a basis for the exemption from the registration requirements of the U.S. Securities Act with respect to the issuance of (i) Fury Gold Shares and the SpinCo Shares to be received by Auryn Shareholders, (ii) the Fury Gold Options to be received by the Auryn Optionholders, and (iii) the Fury Gold Warrants to be received by the Auryn Warrantholders pursuant to the Reorganization Arrangement. See “The Meeting – Regulatory Law Matters and Securities Law Matters – United States Securities Law Matters” below.

Auryn Optionholders and Auryn Warrantholders are advised that Section 3(a)(10) of the U.S. Securities Act will not exempt the issuance of the underlying securities upon the exercise of such Fury Gold Options or Fury Gold Warrants; therefore, the underlying securities issuable upon exercise of the Fury Gold Options and Fury Gold Warrants cannot be issued in the United States or to a Person in the United States in reliance on the exemption under Section 3(a)(10) thereof and the Fury Gold Options and Fury Gold Warrants may only be exercised pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, to the extent that the U.S. Securities Act applies to the holders of such Fury Gold Options or Fury Gold Warrants.

For further information regarding the Court hearing and your rights in connection with the Court hearing, see the form of Notice of Hearing of Petition attached at Appendix “D” to this Circular. The Notice of Hearing of Petition constitutes notice of the Court hearing of the application for the Auryn Final Order and is your only notice of the Court hearing.

Regulatory Approvals

The Auryn Shares are listed and traded on the TSX and NYSE American. It is a condition of the Reorganization Arrangement and Eastmain Arrangement that the TSX and NYSE American approvals be obtained subject to customary completion documentation conditions.

Application will not be made for the listing of the SpinCo Shares on any stock exchange until 2021 earliest. Any listing will be subject to meeting initial listing requirements of the exchange upon which such listing is sought. There can be no assurance as to if, or when, the SpinCo Shares will be listed or traded on any stock exchange. As the SpinCo Shares are not listed on a stock exchange, unless and until such a listing is obtained, holders of the SpinCo Shares will not have a market for their shares.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

90

Regulatory Law Matters and Securities Law Matters

Other than the Auryn Final Order, Eastmain Final Order and the approvals of the TSX and NYSE American, Auryn is not aware of any other material approval, consent or other action by any government or any regulatory agency that would be required to be obtained in order to complete the Reorganization Arrangement. In the event that any such approvals or consents are determined to be required, they will be sought and if material, an announcement made. Any such additional requirements could delay the Effective Date or prevent the completion of the Reorganization Arrangement. While there can be no assurance that the required regulatory consents will be obtained, Auryn currently anticipates that any such consents will have been obtained or otherwise resolved by the Effective Date. Subject to receipt of the Auryn Securityholder Approval at the Meeting, receipt of the Auryn Final Order, Eastmain Securityholder Approval and Eastmain Final Order for Eastmain Arrangement and the satisfaction or waiver of all other conditions specified in the Arrangement Agreement, the Effective Date is expected to be on or about October 9, 2020.

Canadian Securities Law Matters

Each Auryn Securityholder is urged to consult such Auryn Securityholder’s professional advisors to determine the Canadian conditions and restrictions applicable to trades in the Fury Gold Shares or the SpinCo Shares.

Status under Canadian Securities Laws

Auryn is a reporting issuer in British Columbia and Alberta and its shares currently trade on the TSX and NYSE American. Upon closing of the Reorganization Arrangement and Eastmain Arrangement, Auryn will remain listed on those two exchanges.

Upon completion of the Reorganization Arrangement, the SpinCos will be reporting issuers in British Columbia, Alberta and Ontario. It is not expected that any application will be made for the listing of the SpinCo Shares on any stock exchange prior to 2021. Any listing will be subject to meeting the initial listing requirements of that exchange. There can be no assurance as to if, or when, the SpinCo Shares will be listed or traded on the TSX or any other stock exchange. As the SpinCo Shares will not be listed on a stock exchange, unless and until such a listing is obtained, holders of the SpinCo Shares will not have a market for their SpinCo Shares.

Distribution and Resale of Fury Gold Shares and the SpinCo Shares under Canadian Securities Laws

The distribution of the Fury Gold Shares and the SpinCo Shares pursuant to the Reorganization Arrangement will constitute a distribution of securities which is exempt from the prospectus requirements of Canadian securities legislation and is exempt from or otherwise is not subject to the registration requirements under applicable securities legislation. The Fury Gold Shares and the SpinCo Shares received pursuant to the Reorganization Arrangement will not be legended and may be resold through registered dealers in each of the provinces of Canada provided that (i) the trade is not a “control distribution” as defined NI 45-102; (ii) no unusual effort is made to prepare the market or to create a demand for the Fury Gold Shares or the SpinCo Shares, as the case may be; (iii) no extraordinary commission or consideration is paid to a Person or company in respect of such sale; and (iv) if the selling security holder is an insider or officer of Auryn or the SpinCos, as the case may be, the selling security holder has no reasonable grounds to believe that Auryn or the SpinCos, as the case may be, is in default of applicable Canadian Securities Laws. The ability to resell SpinCo shares will be dependent on a stock exchange listing being achieved of which there can be no assurance given.

The issuance pursuant to the Reorganization Arrangement of the Fury Gold Shares and the SpinCo Shares, as well as all other issuances, trades and exchanges of securities under the Reorganization Arrangement and

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

91

Eastmain Arrangement, will be made pursuant to exemptions from the registration and prospectus requirements contained in applicable Canadian provincial securities legislation or, where required, exemption orders or rulings from various securities regulatory authorities in the provinces and territories of Canada where Auryn Shareholders are resident. The Company is currently a “reporting issuer” under the applicable securities legislation in the provinces of British Columbia and Alberta. Under NI 45-102 (and if required, orders and rulings from various securities regulatory authorities in the provinces and territories of Canada where Auryn Shareholders are resident), the Fury Gold Shares and the SpinCo Shares received by Auryn Shareholders pursuant to the Reorganization Arrangement may be resold through registered dealers in Canadian provinces or territories without any “hold period” restriction (provided that no unusual effort is made to prepare the market or create a demand for these securities, no extraordinary commission or consideration is paid in respect of the sale and, if the seller is an insider or officer of the issuer, the seller has no reasonable grounds to believe that the issuer is in default of securities legislation). Resales of Fury Gold Shares and SpinCo Shares will, however, be subject to resale restrictions where the sale is made from the holdings of any Person or combination of Persons holding a sufficient number of Fury Gold Shares or the SpinCo Shares, as the case may be, to affect materially the control of Auryn or the SpinCos, respectively.

United States Securities Law Matters

The following discussion is a general overview of certain requirements of U.S. federal Securities Laws that may be applicable to Auryn U.S. Securityholders. All Auryn Shareholders in the United States are urged to consult with their own legal counsel to ensure that any subsequent resale of Fury Gold Shares or the SpinCo Shares to be issued for their Auryn Shares pursuant to the Reorganization Arrangement complies with applicable securities legislation.

Further information applicable to Auryn U.S. Securityholders is disclosed under the heading “Note to United States Securityholders”.

The following discussion does not address the Canadian Securities Laws that will apply to the issue of Fury Gold Shares and the SpinCo Shares or the resale of these securities within Canada by Auryn Shareholders in the United States. Auryn Shareholders in the United States reselling their Fury Gold Shares and the SpinCo Shares in Canada must comply with Canadian Securities Laws, as outlined elsewhere in this Circular.

Exemption from the Registration Requirements of the U.S. Securities Act

The (i) Fury Gold Shares and the SpinCo Shares to be received by Auryn Shareholders, (ii) the Fury Gold Options to be received by the Auryn Optionholders, and (iii) the Fury Gold Warrants to be received by the Auryn Warrantholders pursuant to the Reorganization Arrangement, will not be registered under the U.S. Securities Act or the Securities Laws of any state of the United States and will be issued and exchanged in reliance upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act.

Exercise of the Fury Gold Options and the Fury Gold Warrants After the Effective Date

Auryn Optionholders and Auryn Warrantholders are advised that Section 3(a)(10) of the U.S. Securities Act will not exempt the issuance of the underlying securities upon the exercise of such Fury Gold Options or Fury Gold Warrants; therefore, the underlying securities issuable upon exercise of the Fury Gold Options and Fury Gold Warrants cannot be issued in the United States or to a Person in the United States in reliance on the exemption under Section 3(a)(10) thereof and the Fury Gold Options and Fury Gold Warrants may only be exercised pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, to the extent that the U.S. Securities Act applies to the holders of such Fury Gold Options or Fury Gold Warrants.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

92

Resales of Fury Gold Shares and the SpinCo Shares After the Effective Date

The Fury Gold Shares and the SpinCo Shares to be issued to Auryn Shareholders in exchange for their Auryn Shares pursuant to the Reorganization Arrangement will be freely transferable under U.S. federal Securities Laws, except by Persons who are “affiliates” of Auryn or the SpinCos, as applicable, after the Effective Date, or were “affiliates” of Auryn or the SpinCos, as applicable, within 90 days prior to the Effective Date. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer.

Any resale of Fury Gold Shares or the SpinCo Shares, as applicable, by such an affiliate (or, if applicable, former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom. Subject to certain limitations, such affiliates (and former affiliates) may immediately resell such Fury Gold Shares or the SpinCo Shares, as applicable, outside the United States without registration under the U.S. Securities Act pursuant to Regulation S under the U.S. Securities Act. In addition, such affiliates (and former affiliates) may also resell Fury Gold Shares or the SpinCo Shares, as applicable, pursuant to Rule 144, if available.

Resales by Affiliates Pursuant to Rule 144

In general, pursuant to Rule 144, Persons who are “affiliates” of Auryn or the SpinCos, as applicable, after the Effective Date, or were “affiliates” of Auryn or the SpinCos, as applicable, within 90 days prior to the Effective Date, will be entitled to sell, during any three-month period, those Fury Gold Shares or the SpinCo Shares, as applicable, that they receive pursuant to the Reorganization Arrangement, provided that the number of such securities sold does not exceed the greater of one percent of then outstanding securities of such class or, if such securities are listed on a United States securities exchange and/or reported through the automated quotation system of a U.S. registered securities association, the average weekly trading volume of such securities during the four calendar week period preceding the date of sale, subject to specified restrictions on manner of sale requirements, aggregation rules, notice filing requirements and the availability of current public information about the issuer.

Resales by Affiliates Pursuant to Regulation S

In general, pursuant to Regulation S under the U.S. Securities Act, at any time that Fury Gold Shares or the SpinCos, as applicable, is a “foreign private issuer” (as defined in Rule 3b-4 under the Exchange Act), Persons who are “affiliates” of Auryn or the SpinCos, as applicable, after the Effective Date, or were “affiliates” of Auryn or the SpinCos, as applicable, within 90 days prior to the Effective Date, solely by virtue of their status as an officer or director of Auryn or the SpinCos, as applicable, may sell their Fury Gold Shares or their the SpinCo Shares, as applicable, outside the United States in an “offshore transaction” if none of the seller, an affiliate or any Person acting on their behalf engages in “directed selling efforts” in the United States with respect to such securities and provided that no selling concession, fee or other remuneration is paid in connection with such sale other than the usual and customary broker’s commission that would be received by a Person executing such transaction as agent. For purposes of Regulation S under the U.S. Securities Act, “directed selling efforts” means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered. Also, for purposes of Regulation S under the U.S. Securities Act, an offer or sale of securities is made in an “offshore transaction” if the offer that is not made to a Person in the United States and either (i) at the time the buy order is originated, the buyer is outside the United States, or the seller reasonably believes that the buyer is outside of the United States,

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

93

or (ii) the transaction is executed in, on or through the facilities of a “designated offshore securities market” (which would include a sale through the TSX), and neither the seller nor any Person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the United States. Certain additional restrictions set forth in Rule 903 of Regulation S under the U.S. Securities Act are applicable to sales outside the United States by a holder of Fury Gold Shares or the SpinCo Shares, as applicable, who is an “affiliate” of Auryn or the SpinCos, as applicable, after the Effective Date, or was an “affiliate” of Auryn or the SpinCos, as applicable, within 90 days prior to the Effective Date, other than by virtue of his or her status as an officer or director of Auryn or the SpinCos, as applicable.

The foregoing discussion is only a general overview of certain requirements of United States federal Securities Laws applicable to the resale of Fury Gold Shares and the SpinCo Shares. All holders of such securities are urged to consult with counsel to ensure that the resale of their securities complies with applicable securities legislation.

Procedure for Exchange of Auryn Shares for Fury Gold Shares and SpinCo Shares

For each Registered Auryn Shareholder, accompanying this Circular is an Auryn Letter of Transmittal. Auryn has enclosed an envelope with the Meeting Materials in order to assist Auryn Shareholders with returning Auryn Letters of Transmittal and related documents to Computershare, as depositary under the Reorganization Arrangement.

In order for a Registered Auryn Shareholder to receive the Auryn Shareholder Exchange Consideration for each Auryn Common Share held by such Registered Auryn Shareholder, such Registered Auryn Shareholder must deposit the certificate(s) representing his, her or its Auryn Shares or applicable DRS Statement(s) with Computershare, as depositary. The Auryn Letter of Transmittal, properly completed and duly executed, together with all other documents and instruments referred to in the Auryn Letter of Transmittal or reasonably requested by Computershare, must accompany all certificates or DRS Statements for Auryn Shares deposited for payment pursuant to the Reorganization Arrangement.

The Letter of Transmittal contains procedural information relating to the Reorganization Arrangement and should be reviewed carefully. In all cases, issuance of the Fury Gold Shares and SpinCo Shares for Auryn Shares will be made only after timely receipt by Computershare of a duly completed and signed Auryn Letter of Transmittal, together with certificates representing such Auryn Shares or applicable DRS Statements and such other documents and instruments referred to in the Auryn Letter of Transmittal or as Computershare may require from time to time, acting reasonably. Computershare will issue the Auryn Shareholder Exchange Consideration Auryn Shareholder is entitled to receive in accordance with the instructions in the Auryn Letter of Transmittal. Auryn reserves the right, if it so elects in its absolute discretion, to instruct Computershare to waive any irregularity contained in any Auryn Letter of Transmittal received by Computershare. As soon as practicable following the later of the Effective Date and the deposit of the Auryn Shares, including delivery of the Auryn Letter of Transmittal, certificates and other corresponding documents required from the Auryn Shareholder, Computershare shall forward the Fury Gold Shares and SpinCo Shares payable to the applicable Auryn Shareholder in accordance with the Reorganization Arrangement and the instructions in the Auryn Letter of Transmittal.

Any Non-Registered Auryn Shareholder whose Auryn Shares are registered in the name of a broker, investment dealer, bank, trust corporation, trustee or other nominee should contact that nominee for assistance in depositing such Auryn Shares and should follow the instructions of such nominee in order to deposit such Auryn Shares with Computershare.

The method used to deliver an Auryn Letter of Transmittal and any accompanying certificates and other relevant documents, if any, is at the option and risk of the relevant Auryn Shareholder. Delivery will be deemed effective

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

94

only when such documents are actually received by Computershare at the address set out in the Auryn Letter of Transmittal. Auryn recommends that the necessary documentation be hand delivered to Computershare and a receipt obtained; otherwise, the use of registered mail with return receipt requested, properly insured, is recommended. Under no circumstances will interest consideration to be issued in connection with the Reorganization Arrangement accrue or be paid by the Auryn, Auryn or Computershare to persons delivering an Auryn Letter of Transmittal in connection with the Reorganization Arrangement, regardless of any delay in making such payment. Certificates representing Auryn Common Shares will be forwarded by first class mail to the addresses supplied in the Auryn Letter of Transmittal, if any, or to the address of the Registered Auryn Shareholder as last shown on record with Auryn, or held at a Computershare office set out in the Auryn Letter of Transmittal for pick-up. Delivery of such certificates representing Auryn Shares in accordance with an Auryn Shareholder’s instructions in the Auryn Letter of Transmittal will be deemed to constitute receipt by such Auryn Shareholder.

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Auryn Shares that were transferred or surrendered pursuant to the Reorganization Arrangement shall have been lost, stolen or destroyed, then the Auryn Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to Computershare. Upon making of an affidavit of that fact that such certificate has been lost, stolen or destroyed by the Registered Auryn Shareholder of such Auryn Shares and the receipt by Computershare of an Auryn Letter of Transmittal and any other documents Computershare requires, Computershare will issue in exchange for such lost, stolen or destroyed certificate, the Auryn Shareholder Exchange Consideration which such Registered Auryn Shareholder is entitled to receive pursuant to the Plan of Arrangement. When authorizing such payment in relation to any lost, stolen or destroyed certificate, the Registered Auryn Shareholder to whom the payment is made will, as a condition precedent to the delivery of such Auryn Shareholder Exchange Consideration, be required to give a bond satisfactory to Auryn, Auryn and Computershare, as depositary, in such sum as Auryn, Auryn and Computershare may direct or otherwise indemnify Auryn, Auryn and Computershare in a manner satisfactory to Auryn, Auryn and Computershare against any claim that may be made against Auryn, Auryn and Computershare with respect to the certificate alleged to have been lost, stolen or destroyed.

Cancellation of Rights after Six Years

If any former Registered Auryn Shareholder fails to deliver to Computershare on or before the sixth anniversary of the Effective Date the Auryn Letter of Transmittal, the certificates representing the Auryn Shares held by such Auryn Shareholder and any other certificates, documents or instruments required to be delivered to Computershare in order for such Auryn Shareholder to receive the Fury Gold Shares and SpinCo Shares which such former holder is entitled to receive, on the sixth anniversary of the Effective Date (i) such former holder will be deemed to have donated and forfeited to Auryn or its successor any Fury Gold Shares and SpinCo Shares held by Computershare in trust for such former holder to which such former holder is entitled, and (ii) any certificate representing Auryn Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to Auryn and will be cancelled. None of Auryn nor Auryn will be liable to any person in respect of any Fury Gold Shares and SpinCo Shares (including any Fury Gold Shares and SpinCo Shares previously held by Computershare in trust for any such former holder) which is forfeited to Auryn or Auryn or delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law.

Fees and Expenses

All expenses incurred in connection with the Reorganization Arrangement and the Eastmain Arrangement shall be paid by the Party incurring such expense.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

95

Interests of Certain Persons in the Matters to be Acted Upon

Except as described below, no members of Auryn’s senior management, the Auryn Board or any proposed director or executive officer of the Company, since the beginning of the Company’s last completed financial year, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting. In considering the recommendation of the Auryn Board with respect to the Reorganization Arrangement, Auryn Shareholders should be aware that certain members of Auryn’s senior management and the Auryn Board have certain interests in connection with the Reorganization Arrangement that may present them with actual or potential conflicts of interest in connection with the Reorganization Arrangement.

Directors

The directors (other than directors who are also executive officers) hold, in the aggregate, 5,126,108 Auryn Shares, representing approximately 4.74% of the Auryn Shares outstanding on the Record Date. Such directors hold, in the aggregate, 1,140,000 Auryn Options, representing approximately 17.10% of the Auryn Options outstanding on the Record Date. The directors’ holdings of Auryn Shares and Auryn Options represent, in the aggregate, approximately 5.45% of the Outstanding Auryn Voting Securities as of the Record Date. As of the Record Date, no such director held any Auryn Warrants. All of the Auryn Shares and Auryn Options held by the directors will be treated in the same fashion under the Reorganization Arrangement as Auryn Shares and Auryn Options held by every other Auryn Shareholder and Auryn Optionholder, respectively.

Consistent with standard practice in similar transactions, in order to ensure that the directors do not lose or forfeit their protection under liability insurance policies maintained by Auryn, the Arrangement Agreement provides for the maintenance of such protection for six years. See “The Meeting – The Arrangement – Interests of Certain Persons in the Arrangement – Indemnification and Insurance” below.

Executive Officers

The current responsibility for the general management of Auryn is held and discharged by a group of three executive officers. The executive officers of Auryn are as follows:

Name	Position	Auryn Shares		Auryn Options
Ivan Bebek	Executive Chairman		5,063,000		525,000
Shawn Wallace	President and Chief Executive Officer		2,912,633		525,000
Elizabeth Senez	Chief Financial Officer (interim)		Nil		Nil
Michael Henrichsen	Chief Operating Officer		233,000		455,000

The executive officers of Auryn hold, in the aggregate, 8,203,633 Auryn Shares and 1,505,000 Auryn Options, representing approximately 8.45% of the Outstanding Auryn Voting Securities as of the Record Date. None of the executive officers of Auryn held any Auryn Warrants as of the Record Date. All of the Auryn Shares and Auryn Options held by the executive officers of Auryn will be treated in the same fashion under the Reorganization Arrangement as Auryn Shares and Auryn Options held by every other Auryn Shareholder and Auryn Optionholder, respectively.

Risks Associated with the Reorganization Arrangement

In evaluating the Reorganization Arrangement, Auryn Securityholders should carefully consider the following risk factors relating to the Reorganization Arrangement. The following risk factors are not a definitive list of all

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

96

risk factors associated with the Reorganization Arrangement. Additional risks and uncertainties, including those currently unknown or considered immaterial by Auryn, may also adversely affect trading price of the Fury Gold Shares, the SpinCo Shares and/or the businesses of Auryn and the SpinCos following the Reorganization Arrangement and Eastmain Arrangement. In addition to the risk factors relating to the Reorganization Arrangement set out below, Auryn Securityholders should also carefully consider the risk factors associated with the businesses of Auryn and the SpinCos included in this Circular and in the documents incorporated by reference herein. If any of the risk factors materialize, the expectations, and the predictions based on them, may need to be re-evaluated. The risks associated with the Reorganization Arrangement include:

The Arrangement Agreement may be terminated in certain circumstances, including in the event of a change having a Material Adverse Effect on Auryn.

Each of Auryn and Eastmain has the right to terminate the Arrangement Agreement in certain circumstances. Accordingly, there is no certainty, nor can Auryn provide any assurance, that the Arrangement Agreement will not be terminated by either Auryn or Eastmain before the completion of the Reorganization Arrangement. For example, Eastmain has the right, in certain circumstances, to terminate the Arrangement Agreement if changes occur that, in the aggregate, have a Material Adverse Effect on Auryn. Although a Material Adverse Effect excludes certain events that are beyond the control of Auryn (such as general changes in the global economy or changes that affect the mining industry generally and which do not have a materially disproportionate effect on Auryn), there is no assurance that a change having a Material Adverse Effect on Auryn will not occur before the Effective Date, in which case Eastmain could elect to terminate the Arrangement Agreement and the Reorganization Arrangement would not proceed.

There can be no certainty that all conditions precedent to the Reorganization Arrangement will be satisfied.

The completion of the Reorganization Arrangement is subject to a number of conditions precedent, certain of which are outside the control of Auryn, including satisfaction of the conditions precedent to the Eastmain Arrangement and receipt of the Auryn Final Order. There can be no certainty, nor can Auryn provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. If the Reorganization Arrangement is not completed, the market price of the Auryn Shares may decline to the extent that the current market price reflects a market assumption that the Reorganization Arrangement will be completed. If the Reorganization Arrangement is not completed and the Auryn Board decides to seek another merger or arrangement, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the total consideration to be paid pursuant to the Reorganization Arrangement.

Auryn will incur costs even if the Reorganization Arrangement is not completed and may have to pay the Eastmain Termination Fee and Eastmain Expense Fee.

Certain costs related to the Reorganization Arrangement, such as legal, accounting and certain financial advisor fees, must be paid by Auryn even if the Reorganization Arrangement is not completed. Auryn is liable for its costs incurred in connection with the Reorganization Arrangement. If the Reorganization Arrangement is not completed, Auryn may be required to pay Eastmain the Termination Payment. See “The Meeting – The Arrangement Agreement – Termination – Termination Payments”.

The market price for the Auryn Shares may decline.

If the Reorganization Arrangement is not approved by the Auryn Securityholders, the market price of the Auryn Shares may decline to the extent that the current market price of the Auryn Shares reflects a market assumption that the Reorganization Arrangement will be completed. If the Reorganization Arrangement Resolution is not

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

97

approved and the Auryn Board decides to seek another merger or arrangement, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the total consideration to be paid pursuant to the Reorganization Arrangement.

Auryn may sell the SpinCo Shares on behalf of Auryn Shareholders to meet Auryn’s withholding tax obligations (including any applicable interest and penalties) arising as a result of any deemed dividend. Any such sales may negatively impact the trading price of the SpinCo Shares (if listed).

If Auryn determines that a deemed dividend arose as a consequence of the Reorganization Arrangement, Auryn will be entitled to deduct and withhold from any consideration payable or otherwise deliverable to an Auryn Shareholder (including the SpinCo Shares) such amounts as Auryn is required or permitted to deduct and withhold under the Tax Act. To the extent that Auryn is required to deduct and withhold from consideration that is not cash, including the SpinCo Shares, Auryn is entitled to liquidate such consideration to the extent necessary in order to fund its deduction, withholding and remittance obligations (including any applicable interest and penalties). Any such sales may negatively impact the trading price of the SpinCo Shares (if listed). See “Certain Canadian Federal Income Tax Considerations”.

The SpinCo Shares may not be qualified investments under the Tax Act for a Registered Plan.

Although an application will be made to the TSX for listing of the SpinCo Shares on the TSX, there is no assurance when, or if, the SpinCo Shares will be listed on the TSX or on any other “designated stock exchange” (as such term is defined for the purposes of the Tax Act). If the SpinCo Shares are not listed on a designated stock exchange in Canada on or before the filing due date for the SpinCo’s T2 income tax return for the SpinCos first taxation year and the Election is not validly made or if a SpinCo does not otherwise satisfy the conditions in the Tax Act to be a “public corporation”, the SpinCo Shares will not be considered to be a qualified investment for a Registered Plan from their date of issue. Where a Registered Plan acquires a SpinCo Share in circumstances where the SpinCo Share is not a qualified investment under the Tax Act for the Registered Plan, adverse tax consequences may arise for the holder, the annuitant or subscriber of the Registered Plan, including being subject to penalty taxes. See “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Eligibility for Investment”.

SpinCos May Not be Viable as Stand-alone Entities

There can be no certainty that either SpinCo Curibaya or SpinCo Sombrero will be economically viable as stand-alone entities. Each will be a much smaller company than either Auryn and Fury Gold and not being listed on any stock exchange means that each should be presumed to have less access to capital for at least the period until a listing is secured, an event for which there is no guarantee. There can be no assurance that they will not be subject to a “going concern” qualification in the financial statements in future periods if they are unable to raise additional capital. Each will have considerable additional administrative costs as a stand-alone entity. As small entities operating solely in Peru, they will be less diversified and have more risks associated with concentration of their assets in one country.

Financing Risk

Although Auryn and Eastmain announced the terms of the Subscription Receipts Financing on August 31, 2020, the Financing is not expected to close until September 24, 2020. There are risks associated with completion of the Financing and the Underwriters have retained termination rights in the event of a) so-called “disasters” such as war, civil unrest, natural disaster (including an intensification of the Covid-19 pandemic), b) in the event of a material adverse event affecting Auryn or Eastmain or an event which prevents the Reorganization Arrangement

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

98

or Eastmain Acquisition from completing and c) in the event any law is promulgated or changed which would have a material adverse effecton the financial markets generally, the Company, the Roeorganization Arrangement or Eastmain Acquisition, d) in the event of a securities commission or other regulatory authority orders that securities of Auryn “cease trading” for any reason and e) if the Company is in breach of a material term of the underwriting agreement. In the event the Financing does not complete the Reorganization Arrangement and Eastmain Acquisition will terminate unless the parties otherwise agree, a circumstance for which there can be no assurances given. In the event that the Reorganization Arrangement and Eastmain Acquisition do not complete after completion of the Financing, the Underwriters’ fees and 50% of the Underwriters’ commission will not be returned to Auryn.

Dissent Rights

The following description of Dissent Rights is not a comprehensive statement of the procedures to be followed by a Dissenting Auryn Shareholder who seeks payment of the fair value of its Auryn Shares from Auryn in respect of the Reorganization Arrangement and is qualified in its entirety by the reference to the full text of the Auryn Interim Order and Part 8, Division 2 of the BCBCA which are attached at Appendix “D” and Appendix “E” respectively to this Circular. A Dissenting Auryn Shareholder who intends to exercise Dissent Rights should carefully consider and comply with the provisions of Section 237 to 247 of the BCBCA, as modified by the Auryn Interim Order. Failure to strictly comply with the provisions of the BCBCA, as modified by the Auryn Interim Order and to adhere to the procedures established therein may result in the loss of all rights thereunder.

Registered Auryn Shareholders may exercise rights of dissent (the “Dissent Rights”) in connection with the Reorganization in the manner provided in Section 237 to 247 of the BCBCA, as modified by the Auryn Interim Order or the Final Order in respect of the Auryn Plan of Arrangement. The Court hearing the application for the Final Order has the discretion to alter the Dissent Rights described herein based on the evidence presented at such hearing.

A Registered Auryn Shareholder who intends to exercise the Dissent Rights must deliver a Dissent Notice to1500, 1055-West Georgia Street, Vancouver, British Columbia, CanadaV6E 4N7, Attention: Attention: Cory Kent, to be received not later than 4:00 p.m. (Vancouver time) on October1, 2020, or two Business Days prior to any adjournment of the Meeting and must not vote any Dissent Shares in favour of the Reorganization Arrangement. A Non-Registered Auryn Shareholder who wishes to exercise the Dissent Rights must arrange for the Registered Auryn Shareholder(s) holding its Auryn Shares to deliver the Dissent Notice.

A Dissenting Auryn Shareholder must prepare a separate Dissent Notice for him or herself, if dissenting on his or her own behalf, and for each other person who beneficially owns Common Shares registered in the Dissenting Auryn Shareholder’s name and on whose behalf the Dissenting Auryn Shareholder is dissenting; and must dissent with respect to all of the Common Shares registered in his or her name beneficially owned by the beneficial Shareholder on whose behalf he or she is dissenting. The Dissent Notice must set out the number of Dissent Shares (not defined) the Dissenting Auryn Shareholder holds. and: (a) if such Dissent Shares constitute all of the Common Shares of which the Dissenting Shareholder is the registered and beneficial owner, a statement to that effect; (b) if such Dissent Shares constitute all of the Common Shares of which the Dissenting Auryn Shareholder is both the registered and beneficial owner but the Dissenting Auryn Shareholder owns additional Common Shares beneficially, a statement to that effect and the names of the Registered Auryn Shareholders, the number of Common Shares held by such registered owners and a statement that written Dissent Notice has or will be sent with respect to such Dissent Shares; or (c) if the Dissent Rights are being exercised by a registered owner who is not the beneficial owner of such Dissent Shares, a statement to that effect and the name of the beneficial owner and a statement that the registered owner is dissenting with respect to all Common Shares of the beneficial owner registered in such registered owner’s name.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

99

A vote against the Reorganization Arrangement Resolution does not constitute a Dissent Notice and a Registered Auryn Shareholder is not entitled to exercise Dissent Rights with respect to Auryn Shares if such holder votes (or instructs, or is deemed, by submission of any incomplete proxy, to have instructed his, her or its proxyholder, to vote) or in the case of a beneficial holder caused, or is deemed to have caused, the Registered Auryn Shareholder to vote, in favour of the Reorganization Arrangement Resolution at the Meeting.

If the Reorganization Arrangement Resolution is passed at the Meeting, Auryn must send by registered mail to every Dissenting Auryn Shareholder, a notice (the “Notice of Intention”). A Notice of Intention is not required to be sent to any Dissenting Auryn Shareholder who voted in favour of the Reorganization Arrangement Resolution or who has withdrawn their Dissent Notice. A Dissenting Auryn Shareholder then has 20 days after receipt of the Notice of Intention or, if the Dissenting Auryn Shareholder does not receive a Notice of intention, within 20 days after learning that the Reorganization Arrangement Resolution has been adopted, to send to the Auryn a written notice (a “Demand Notice”) containing the Dissenting Auryn Shareholder’s name and address, and the number of Dissent Shares the Dissenting Auryn Shareholder holds and in respect of which it dissents and a demand for the payment of the fair value of such Dissenting Shares. A Dissenting Auryn Shareholder must within 30 days after sending the Demand Notice, send the certificates representing the Dissenting Auryn Shares to Auryn or its transfer agent or else the Dissenting Auryn Shareholder will lose its right to make a claim for the fair value of such Dissenting Auryn Shares. If the Dissent Right is being exercised by the Dissenting Auryn Shareholder on behalf of a beneficial Shareholder who is not the Dissenting Auryn Shareholder, a statement signed by the beneficial owner is required which sets out whether the beneficial owner is the beneficial owner of other Dissent Shares and if so, (i) the names of the registered owners of such Dissent Shares; (ii) the number of such Dissent Shares; and (iii) that dissent is being exercised in respect of all of such Dissent Shares. Upon delivery of these documents, the Dissenting Shareholder is deemed to have sold the Dissent Shares and the Company is deemed to have purchased them. Once the Dissenting Auryn Shareholder has done this, the Dissenting Auryn Shareholder may not vote or exercise any shareholder rights in respect of the Dissent Shares.

A Dissenting Auryn Shareholder delivering such a written statement may not withdraw its dissent and, at the Effective Time, will be deemed to have transferred to Auryn all of its Dissent Shares (free of any Lien, Claims or encumbrances) and in no case will the Company or any other person be required to recognize such Dissenting Auryn Shareholders as Auryn Shareholders after the cancellation of the Dissenting Shares, which cancellation is to occur at the Effective Time, and each Dissenting Auryn Shareholder will cease to be entitled to the rights of a Auryn Shareholder in respect of the Dissenting Shares in relation to which such Dissenting Auryn Shareholder has exercised Dissent Rights and the central securities register will be amended to reflect that such former holder is no longer the holder of such Common Shares as and from the Effective Time. Auryn will pay to each Dissenting Auryn Shareholder for the Dissent Shares the amount agreed on by Auryn and the Dissenting Auryn Shareholder. Either Auryn or a Dissenting Auryn Shareholder may apply to Court if no agreement on the amount to be paid for the Dissent Shares has been reached, and the Court may:

(a) determine the fair value that the Dissent Shares had immediately before the passing of the Reorganization Arrangement Resolution, excluding any appreciation or depreciation in anticipation of the Reorganization Arrangement unless such exclusion would be inequitable, or order that such fair value be established by arbitration or by reference to the Director or a referee of the Court;

(b) join in the application each other Dissenting Auryn Shareholder who has not reached an agreement with Auryn as to the amount to be paid for the Dissent Shares; or

(c) make consequential orders and give directions it considers appropriate.

Pursuant to Section 238 of the BCBCA, every Registered Auryn Shareholder who dissents from the Reorganization Arrangement Resolution in compliance with Section 237 to 247 of the BCBCA will be entitled to

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

100

be paid fair value for their Dissent Shares as at the point in time immediately before the passing of the Reorganization Arrangement Resolution and will not be entitled to any other payment or consideration, including any payment or consideration that would be payable under the Auryn Plan of Arrangement had they not exercised their Dissent Rights.

If a Dissenting Auryn Shareholder fails to strictly comply with the requirements of the Dissent Rights set out in Section 237 to 247 of the BCBCA, as modified by the Auryn Interim Order, the Auryn Final Order and the Auryn Plan of Arrangement, it will lose its Dissent Rights, Auryn will return to the Dissenting Auryn Shareholder the certificate(s) representing the Dissent Shares that were delivered to Auryn, if any, and, if the Reorganization Arrangement is completed, that Dissenting Auryn Shareholder shall be deemed to have participated in the Reorganization Arrangement on the same terms as all other Auryn Shareholders who are not Dissenting Auryn Shareholders. Neither Auryn nor the SpinCos nor any other Person shall be required to recognize a Dissenting Auryn Shareholder as a registered or beneficial owner of Auryn Shares at or after the Effective Time, and at the Effective Time the names of such Dissenting Auryn Shareholders shall be deleted from the register of holders of Auryn Shares maintained by or on behalf of Auryn.

The discussion above is only a summary of the Dissent Rights, which are technical and complex. Registered Auryn Shareholders wishing to exercise the Dissent Rights should consult their legal advisers with respect to the legal rights available to them in relation to the Reorganization Arrangement and the Dissent Rights. Registered Auryn Shareholders should note that the exercise of Dissent Rights can be a complex, time-consuming and expensive procedure. Persons who are non-registered holders of Common Shares registered in the name of an intermediary such as a broker, custodian, nominee, other intermediary, or in some other name, who wish to dissent should be aware that only the registered owner of such Common Shares is entitled to dissent.

The Auryn Interim Order outlines certain events when Dissent Rights will cease to apply where such events occur before payment is made to the Dissenting Auryn Shareholders of their face value of the Auryn Shares surrendered (including if the Reorganization Arrangement Resolution does not pass or is otherwise not proceeded with). In such event, the Dissenting Auryn Shareholders will be entitled to the return of the applicable share certificate(s), if any, and rights as a shareholder of Auryn in respect of the applicable Auryn Shares will be regained.

If, as of the Effective Date, the aggregate number of Auryn Shares in respect of which Auryn Shareholders have duly and validly exercised Dissent Rights exceeds 5% of the Auryn Shares then outstanding, Auryn is entitled, in its discretion, not to complete the Reorganization Arrangement. See “The Meeting – The Arrangement Agreement – Conditions to the Reorganization Arrangement and Eastmain Arrangement Becoming Effective”.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Thorsteinssons LLP, special tax counsel to Auryn, the following is a summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to an Auryn Shareholder who, for purposes of the Tax Act, holds Auryn Shares and will hold Fury Gold Shares, and the SpinCo Shares acquired pursuant to the Reorganization Arrangement, as capital property, deals at arm’s length with each of Auryn and the SpinCos and is not affiliated with Auryn or the SpinCos. This summary assumes that an Auryn Optionholder acquired their Auryn Options in respect of, in the course of, or by virtue of such holder’s employment with Auryn or a person related to Auryn.

Auryn Shares generally will be considered capital property to an Auryn Shareholder for purposes of the Tax Act unless the Auryn Shareholder holds such Auryn Shares in the course of carrying on a business of buying and

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

101

selling securities or the Auryn Shareholder has acquired or holds them in a transaction or transactions considered to be an adventure or concern in the nature of trade. In circumstances where Auryn Shares may not otherwise constitute capital property to a particular holder who is resident in Canada for purposes of the Tax Act, such holder may be entitled to elect that Auryn Shares be deemed capital property by making an irrevocable election under subsection 39(4) of the Tax Act to deem every “Canadian security” (as defined in the Tax Act) owned by such holder in the taxation year of the election and in each subsequent taxation year to be capital property. Auryn Shareholders contemplating such an election should first consult their own tax advisors. The election under subsection 39(4) of the Tax Act is not available in respect of Auryn Options.

This summary is based on the current provisions of the Tax Act, the regulations thereunder (the “Tax Regulations”) in force on the date hereof, and counsel’s understanding of the current published administrative policies and assessing practices of the CRA. The summary takes into account all specific proposals to amend the Tax Act and the Tax Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”), and assumes that all Tax Proposals will be enacted in the form proposed. However, there is no certainty that the Tax Proposals will be enacted in the form currently proposed, if at all. The summary does not otherwise take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action, or other changes in administrative policies or assessing practices of the CRA, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may materially differ from Canadian federal income tax legislation or considerations.

This summary does not apply to an Auryn Shareholder (i) that is a “financial institutions” as defined in the Tax Act for the purposes of the market-to-market rules contained in the Tax Act; (ii) that is a partnership or a trust; (iii) that is a “specified financial institutions” as defined in the Tax Act; or (iv) that is a securityholder an interest in which is a “tax shelter” or a “tax shelter investment” (each as defined in the Tax Act). This summary also does not apply to an Auryn Shareholder that has made a functional currency reporting election pursuant to the Tax Act. In addition, this summary does not address the tax considerations relevant to Auryn Shareholders who acquired their shares on the exercise of an employee stock option. Such Auryn Shareholders should consult their own tax advisors.

This summary also does not apply to holders of Auryn Warrants.

Further, this summary is not applicable to a person that (a) is a corporation resident in Canada, and (b) or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of Auryn Shares, Fury Gold Shares or the SpinCo Shares, controlled by a non-resident corporation for the purposes of the foreign affiliate dumping rules in section 212.3 of the Tax Act. Any such shareholder should consult its own tax advisor.

This summary is of a general nature only and is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal, business or tax advice or representations to any particular Auryn Shareholder. Accordingly, Auryn Shareholders should consult their own tax advisors with respect to their particular circumstances, including the application and effect of the income tax laws and other tax laws of any country, province, state or local tax authority.

For purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Auryn Shares, Fury Gold Shares or the SpinCo Shares, including interest, dividends, adjusted cost base and proceeds of disposition must be converted into Canadian dollars based on the relevant exchange rate applicable on the Effective Date (as determined in accordance with the Tax Act) of the related acquisition, disposition or recognition of income.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

102

Residents of Canada

This part of the summary is applicable only to Auryn Shareholders and Auryn Optionholders, who, for the purposes of the Tax Act and at all relevant times, are resident, or deemed to be resident, in Canada (a “Resident Shareholder” and “Resident Optionholder”, respectively). This part of the summary assumes that Resident Optionholders acquired Auryn Options in respect of, in the course of, or by virtue of employment carried on in Canada and at all relevant times dealt at arm’s length with Auryn.

Redesignation of Auryn Shares as Class A Shares

Under the Tax Act, the redesignation of Auryn Shares as Class A Shares is not a taxable event.

Exchange of Class A Shares for Fury Gold Shares and the SpinCo Shares

The cost to a Resident Shareholder of the SpinCo Shares acquired on the exchange of Class A Shares for Fury Gold Shares and the SpinCo Shares will be equal to the Fair Market Value of the SpinCo Shares at the time of the exchange. The cost to a Resident Shareholder of Fury Gold Shares acquired on the exchange will be equal to the amount, if any, by which the adjusted cost base (“ACB”) of the Resident Shareholder’s Class A Shares immediately before the exchange exceeds the Fair Market Value of the SpinCo Shares received on the exchange. If the aggregate Fair Market Value of the SpinCo Shares received by a Resident Shareholder on the exchange exceeds the paid-up capital as determined for purposes of the Tax Act of the Class A Shares exchanged then the excess will generally be deemed to be a dividend received by the Resident Shareholder from Auryn. See “Dividends on Shares” below for a general description of the treatment of dividends under the Tax Act including amounts deemed under the Tax Act to be received as dividends. A determination of whether a Resident Shareholder will be deemed to receive a dividend and the amount of any such dividend cannot be made at this time because it will be dependent on the Fair Market Value, on the Effective Date, of the SpinCo Shares distributed by Auryn pursuant to the Reorganization Arrangement and the paid-up capital of the Class A Shares on the Effective Date. Subsequent to the Effective Date, Auryn will advise Auryn Shareholders as to whether it believes a deemed dividend arose and the amount of any such deemed dividend by having such information posted on the Auryn website at www.Auryn.com. However, this information will not be binding on the CRA.

On the exchange of Class A Shares for Fury Gold Shares and the SpinCo Shares, a capital gain (or capital loss) may be realized by a Resident Shareholder equal to the amount by which (a) the aggregate of the cost of the SpinCo Shares and of the Fury Gold Shares received, determined as described above, less the amount of any dividend deemed to be received on the exchange, exceeds (or is less than) (b) the aggregate of the ACB of the Class A Shares exchanged and any reasonable costs of disposition. See “Taxation of Capital Gains and Losses” below.

Dividends on Shares

A Resident Shareholder who is an individual will be required to include in income any dividends received or deemed to be received on the Resident Shareholder’s Class A Shares, Fury Gold Shares or the SpinCo Shares, and will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit rules applicable to any dividends designated by Auryn or the SpinCos, as the case may be, as “eligible dividends”, as defined in the Tax Act.

A Resident Shareholder that is a corporation will be required to include in income any dividend received or deemed to be received on the Resident Shareholder’s Class A Shares, Fury Gold Shares or the SpinCo Shares,

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

103

but generally will be entitled to deduct an equivalent amount in computing its taxable income. Although no dividend is expected to be deemed to be received on the exchange of Class A Shares for Fury Gold Shares and the SpinCo Shares under the Arrangement based on information provided to counsel by Auryn, Resident Shareholders that are corporations may wish to consult their tax advisors on the tax consequences of the deemed receipt of such a dividend including the potential application of subsection 55(2) of the Tax Act that may result in a portion or all of such deemed dividend being treated as proceeds of disposition or a capital gain, depending on the circumstances.

A “private corporation” or a “subject corporation” (as defined in the Tax Act) may be liable under Part IV of the Tax Act to pay a refundable tax of 38¹⁄₃% on any dividend that it receives or is deemed to receive on Class A Shares, Fury Gold Shares or the SpinCo Shares to the extent that the dividend is deductible in computing the corporation’s taxable income or the SpinCo Shares to the extent that the dividend is deductible in computing the corporation’s taxable income.

Taxable dividends received by an individual or trust, other than certain specified trusts, may give rise to minimum tax under the Tax Act.

Exchange of Auryn Options for Fury Gold Options

Provided that the aggregate In-The-Money Amount of the Fury Gold Options immediately after the exchange does not exceed the In-The- Money Amount of the Auryn Options immediately before the exchange, the exchange will not give rise to an employment benefit that would be required to be included in a Resident Optionholder’s income.

Disposition of Fury Gold Shares and the SpinCo Shares

A Resident Shareholder that disposes or is deemed to dispose of a Fury Gold Share or a SpinCos Share in a taxation year generally will realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition of the Fury Gold Share or the SpinCos Share, as the case may be, exceed (or are less than) the Resident Shareholder’s ACB of such Fury Gold Share or such SpinCos Share, as the case may be, determined immediately before the disposition and any reasonable costs of disposition. See “Taxation of Capital Gains and Losses” below.

Taxation of Capital Gains and Losses

Generally, a Resident Shareholder will be required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized by it in that year. A Resident Shareholder will generally be entitled to deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized by the Resident Shareholder in that year. Allowable capital losses in excess of taxable capital gains for a taxation year may be carried back to any of the three preceding taxation years or carried forward to any subsequent taxation year and deducted against net taxable capital gains realized in such years to the extent and under the circumstances specified in the Tax Act.

Where a Resident Shareholder is a corporation, the amount of any capital loss arising on a disposition or deemed disposition of any share may be reduced by the amount of dividends received or deemed to have been received by it on such share to the extent and under the circumstances described in the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns shares, or where a trust or partnership of which a corporation is a beneficiary or a member is a member of a partnership or a beneficiary of a trust that owns any shares.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

104

A Resident Shareholder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) may be required to pay an additional 10²⁄₃% refundable tax on certain investment income, which includes taxable capital gains.

Capital gains realized by an individual or trust, other than certain specified trusts, may give rise to minimum tax under the Tax Act.

Minimum Tax

A Resident Shareholder who is an individual (including certain trusts) is subject to minimum tax under the Tax Act. This tax is computed by reference to adjusted taxable income. Eighty percent (80%) of capital gains (net of capital losses) and the actual amount of taxable dividends (not including any gross-up) are included in determining the adjusted taxable income of an individual. Any additional tax payable by an individual under the minimum tax provisions may be carried forward and applied against certain tax otherwise payable in any of the seven immediately following taxation years, to the extent specified by the Tax Act.

Dissenting Shareholders

A Resident Shareholder who is a Dissenting Shareholder (a “Dissenting Resident Shareholder”) who, consequent upon the exercise of Dissent Rights, disposes of Auryn Shares in consideration for a cash payment from Auryn will be deemed to have received a dividend from Auryn equal to the amount by which the cash payment (other than any portion of the payment that is interest awarded by a court) exceeds the paid-up capital (computed for the purpose of the Tax Act) of the Dissenting Resident Shareholder’s Auryn Shares. The balance of the payment (equal to the paid- up capital of the Dissenting Resident Shareholder’s Auryn Shares) will be treated as proceeds of disposition. The Dissenting Resident Shareholder will also realize a capital gain (or capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of base of disposition, exceed (or are less than) the ACB of the Dissenting Resident Shareholder’s Auryn Shares. In certain circumstances, the full payment received by a Dissenting Resident Shareholder that is a corporation resident in Canada may be treated under the Tax Act as proceeds of disposition.

Any deemed dividend received by a Dissenting Resident Shareholder and any capital gain or capital loss realized by the Dissenting Resident Shareholder, will be treated in the same manner as described above under the headings “Dividends on Shares” and “Taxation of Capital Gains and Losses” above.

Interest awarded by a court to a Dissenting Resident Shareholder will be included in the holder’s income for purposes of the Tax Act.

Eligibility for Investment

The Fury Gold Shares and the SpinCo Shares to be issued pursuant to the Reorganization Arrangement would, if issued on the date of this Information Circular, be “qualified investments” under the Tax Act for Registered Plans, provided such shares are listed on a “designated stock exchange” as defined for purposes of the Tax Act or the SpinCos or Auryn, as the case may be, is a “public corporation” as defined in the Tax Act. The SpinCo Shares will not be listed on a designated stock exchange at the time they are issued pursuant to the Reorganization Arrangement, but if such shares become listed on a designated stock exchange on or before the filing due date for the SpinCos’s T2 income tax return for its first taxation year and the SpinCos makes the appropriate election under the Tax Act in that return, such shares will be considered qualified investments for Registered Plans from the date of issuance.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

105

Notwithstanding that the Fury Gold Shares or the Spinco Shares may be a qualified investment for Registered Plans, the holder of the TFSA or the RDSP, the subscriber of the RESP or the annuitant of the RRSP or RRIF (as the case may be) will be subject to a penalty tax as set out in the Tax Act if the Fury Gold Shares or the SpinCo Shares, as the case may be, are a “prohibited investment” for the purposes of the Tax Act. The Fury Gold Shares or the SpinCo Shares, as the case may be, will not generally be a “prohibited investment” for a Registered Plan if the holder, annuitant or subscriber, as the case may be, (i) deals at arm’s length with Auryn or the SpinCos, as the case may be, for the purposes of the Tax Act and (ii) does not have a “significant interest” (as defined in the Tax Act) in Auryn or the SpinCos, as the case may be. In addition, the Fury Gold Shares or the SpinCo Shares will not be a “prohibited investment” if the Fury Gold Shares or the SpinCo Shares, as the case may be, are “excluded property” within the meaning of the Tax Act, for the Registered Plan.

Non-Residents of Canada

This part of the summary is applicable to Auryn Shareholders, who, for purposes of the Tax Act, have not been and will not be resident or deemed to be resident in Canada at any time while they have held or will hold Auryn Shares, Fury Gold Shares and the SpinCo Shares, and who do not use or hold, will not use or hold and are not and will not be, deemed to use or hold such Auryn Shares, Fury Gold Shares and the SpinCo Shares in carrying on a business in Canada (a “Non-Resident Shareholder”). Special rules, which are not discussed in this summary, may apply to a non-resident that is an insurer carrying on business in Canada and elsewhere.

Auryn Optionholders who are not resident in or deemed resident in Canada for the purposes of the Tax Act should consult their own tax advisors with respect to the exchange of Auryn Option for Fury Gold Options having regards to their own particular circumstances.

Redesignation of Auryn Shares as Class A Shares

Under the Tax Act, the redesignation of Auryn Shares as Class A Shares is not a taxable event.

Exchange of Class A Shares for Fury Gold Shares and the SpinCo Shares

The cost to a Non-Resident Shareholder of the SpinCo Shares acquired on the exchange of Class A Shares for Fury Gold Shares and the SpinCo Shares will be equal to the Fair Market Value of the SpinCo Shares at the time of the exchange. The cost to a Non-Resident Shareholder of Fury Gold Shares acquired on the exchange will be equal to the amount, if any, by which the ACB of the Non-Resident Shareholder’s Class A Shares immediately before the exchange exceeds the Fair Market Value of the SpinCo Shares received on the exchange. If the aggregate Fair Market Value of the SpinCo Shares received by a Non-Resident Shareholder on the exchange exceeds the paid-up capital as determined for purposes of the Tax Act of the Class A Shares exchanged then the excess will generally be deemed to be a dividend received by the Non-Resident Shareholder from Auryn subject to withholding tax. See “Dividends on Shares” below for a general description of the treatment of dividends under the Tax Act including amounts deemed under the Tax Act to be received as dividends. A determination of whether a Non-Resident Shareholder will be deemed to receive a dividend and the amount of any such dividend cannot be made at this time because it will be dependent on the Fair Market Value, on the Effective Date, of the SpinCo Shares distributed by Auryn pursuant to the Reorganization Arrangement and the paid-up capital of the Class A Shares on the Effective Date. Subsequent to the Effective Date, Auryn will advise Auryn Shareholders as to whether it believes a deemed dividend arose and the amount of any such deemed dividend by having such information posted on the Auryn website at www.Aurynuranium.com. However, this information will not be binding on the CRA.

If Auryn determines that a deemed dividend arose as a consequence of the Reorganization Arrangement, Auryn and the SpinCos will be entitled to deduct and withhold from any consideration payable or otherwise deliverable

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

106

to an Auryn Shareholder (including the SpinCo Shares) such amounts as Auryn or the SpinCos is required or permitted to deduct and withhold under the Tax Act. To the extent that Auryn or the SpinCos is required to deduct and withhold from consideration that is not cash, including the SpinCo Shares, Auryn or the SpinCos is entitled to liquidate such consideration to the extent necessary in order to fund its deduction, withholding and remittance obligations (including any applicable interest and penalties). Any such sales may negatively impact the trading price of the SpinCo Shares (if listed). Any the SpinCo Shares that are withheld and are not sold to realize sufficient net proceeds to fund withholding tax obligations (if any) will be distributed to the Non-Resident Shareholders.

On the exchange of Class A Shares for Fury Gold Shares and the SpinCo Shares, a capital gain (or capital loss) may be realized by a Non-Resident Shareholder equal to the amount by which the aggregate of the cost of the SpinCo Shares and of the Fury Gold Shares received, determined as described above, less the amount of any dividend deemed to be received on the exchange exceeds (or is less than) the aggregate of the ACB of Auryn Shares exchanged and any reasonable costs of disposition.

A Non-Resident Shareholder who participates in the Reorganization Arrangement will not be subject to tax under the Tax Act on any capital gain realized on the exchange of Class A Shares for Fury Gold Shares and the SpinCo Shares, provided that the Class A Shares are not “taxable Canadian property” (as defined in the Tax Act), as discussed below, to the Non-Resident Shareholder at the time of the exchange or an applicable income tax treaty or convention exempts the capital gain from tax under the Tax Act.

Auryn Shares (including the redesignated Class A Shares), Fury Gold Shares or the SpinCo Shares, respectively, will generally not constitute taxable Canadian property of a Non-Resident Shareholder unless at any time during the 60-month period immediately preceding the disposition the Non-Resident Shareholder, persons with whom the Non-Resident Shareholder did not deal at arm’s length, partnerships in which the Non-Resident Shareholder or a person with whom the Non- Resident Shareholder did not deal at arm’s length holds a membership interest, directly or indirectly, through one or more partnerships, or the Non-Resident Shareholder together with all such persons, owned or was considered to own 25% or more of the issued shares of any class or series of shares of the capital stock of the applicable corporation, and more than 50% of the Fair Market Value of the shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties”, “timber resource properties” (each as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any such properties (whether or not such property exists). Shares may also be deemed to be “taxable Canadian property” pursuant to the Tax Act.

Dividends on Shares

Dividends paid or credited, or deemed to be paid or credited, on a Non-Resident Shareholder’s Class A Shares, Fury Gold Shares or the SpinCo Shares will be subject to withholding tax under the Tax Act at a rate of 25% unless the rate is reduced under the provisions of an applicable income tax treaty or convention. In the case of a beneficial owner of dividends who is a resident of the United States for purposes of the Canada-U.S. Tax Convention (1980) and who is entitled to the benefits of that treaty, the rate of withholding will generally be reduced to 15%.

Dissenting Shareholders

A Non-Resident Shareholder who exercises Dissent Rights and disposes of Auryn Shares to Auryn in consideration for a cash payment from Auryn will realize a dividend and a capital gain or loss in the same manner as discussed above under “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Dissenting Shareholders”.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

107

A Non-Resident Shareholder who is a Dissenting Shareholder will not be subject to tax under the Tax Act on any capital gain realized on the disposition of Auryn Shares to Auryn, provided that the Auryn Shares are not “taxable Canadian property” (as defined in the Tax Act), as discussed above under “Exchange of Class A Shares for Fury Gold Shares and the SpinCo Shares”, to the Non- Resident Shareholder at the time of the disposition or an applicable income tax treaty or convention exempts the capital gain from tax under the Tax Act.

Interest (if any) awarded by a court to a dissenting Non-Resident Shareholder generally should not be subject to withholding tax under the Tax Act.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes certain material U.S. federal income tax consequences to a U.S. Holder, as defined below, of the Reorganization Arrangement and the ownership and disposition of Fury Gold Shares, SpinCo Curibaya Shares and SpinCo Sombrero Shares received in the Reorganization Arrangement. This summary does not address the U.S. federal income tax consequences to holders of Auryn Options or Auryn Warrants regarding the Reorganization Arrangement or the receipt of replacement options and warrants.

This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated under the Code (“Treasury Regulations”), administrative pronouncements, rulings or practices, and judicial decisions, all as of the date of this Circular. Future legislative, judicial, or administrative modifications, revocations, or interpretations, which may or may not be retroactive, may result in U.S. federal income tax consequences significantly different from those discussed in this Circular. No legal opinion from U.S. legal counsel has been or will be sought or obtained regarding the U.S. federal income tax consequences of the Reorganization Arrangement. In addition, this summary is not binding on the U.S. Internal Revenue Service (the “IRS”), and no ruling has been or will be sought or obtained from the IRS with respect to any of the U.S. federal income tax consequences discussed in this Circular. There can be no assurance that the IRS will not challenge any of the conclusions described in this Circular or that a U.S. court will not sustain such a challenge.

This summary is for general informational purposes only and does not address all possible U.S. federal tax issues that could apply with respect to the Reorganization Arrangement. This summary does not take into account the facts unique to any particular U.S. Holder that could impact its U.S. federal income tax consequences with respect to the Reorganization Arrangement. This discussion is not, and should not be, construed as legal or tax advice to a U.S. Holder. Except as provided below, this summary does not address tax reporting requirements. Each U.S. Holder should consult its own tax advisors regarding the U.S. federal income, U.S. federal net investment income, U.S. federal alternative minimum, U.S. state and local, and non-U.S. tax consequences of the Reorganization Arrangement and the ownership and disposition of Fury Gold Shares, SpinCo Curibaya and SpinCo Sombrero Shares received in the Reorganization Arrangement.

This summary does not address the U.S. federal income tax consequences to U.S. Holders subject to special rules, including, but not limited to, U.S. Holders that: (i) are banks, financial institutions, or insurance companies; (ii) are regulated investment companies or real estate investment trusts; (iii) are brokers, dealers, or traders in securities or currencies; (iv) are tax-exempt organizations; (v) hold Auryn Shares (or after the Reorganization Arrangement, Fury Gold Shares, SpinCo Curibaya Shares or SpinCo Sombrero Shares) as part of hedges, straddles, constructive sales, conversion transactions, or other integrated investments; (vi) except as specifically provided below, acquire Auryn Shares (or after the Reorganization Arrangement, Fury Gold Shares, SpinCo Curibaya Shares or SpinCo Sombrero Shares) as compensation for services or through the exercise of employee stock options or warrants or otherwise as compensation for services; (vii) have a functional currency other than the U.S. dollar; (viii) own or have owned directly, indirectly, or constructively 10% or more of the

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

108

voting power of all outstanding shares of Auryn (or after the Reorganization Arrangement, Fury Gold, SpinCo Curibaya or SpinCo Sombrero); (ix) are U.S. expatriates; (x) are subject to special tax accounting rules as a result of any item of gross income with respect to Auryn Shares (or after the Reorganization Arrangement, Fury Gold Shares, SpinCo Curibaya Shares or SpinCo Sombrero Shares) being taken into account in an applicable financial statement; (xi) are subject to the U.S. federal alternative minimum tax; (xii) are deemed to sell Auryn Shares (or after the Reorganization Arrangement, Fury Gold Shares, SpinCo Curibaya Shares or SpinCo Sombrero Shares) under the constructive sale provisions of the Code; or (xiii) own or will own Auryn Shares, Fury Gold Shares, SpinCo Curibaya Shares and/or SpinCo Sombrero Shares that it acquired at different times or at different market prices or that otherwise have different per share cost bases or holding periods for U.S. tax purposes. In addition, this discussion does not address U.S. federal tax laws other than those pertaining to U.S. federal income tax (such as U.S. federal estate or gift tax, U.S. federal alternative minimum tax, and U.S. federal net investment income tax), nor does it address any aspects of U.S. state, local or non-U.S. taxes. U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reorganization Arrangement and the ownership and disposition of Fury Gold Shares, SpinCo Curibaya Shares and SpinCo Sombrero Shares.

For the purposes of this summary, “U.S. Holder” means a beneficial owner of Auryn Shares, Fury Gold Shares, SpinCo Curibaya Shares or SpinCo Sombrero Shares (as applicable) that is: (i) an individual who is a citizen or resident of the U.S. for U.S. federal income tax purposes; (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the U.S., any U.S. state, or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or (iv) a trust that (a) is subject to the primary jurisdiction of a court within the U.S. and for which one or more U.S. persons have authority to control all substantial decisions or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

If a pass-through entity, including a partnership or other entity taxable as a partnership for U.S. federal income tax purposes, holds Auryn Shares, Fury Gold Shares, SpinCo Curibaya Shares or SpinCo Sombrero Shares, the U.S. federal income tax treatment of an owner or partner generally will depend on the status of such owner or partner and on the activities of such pass-through entity or partnership. This summary does not address any U.S. federal income tax consequences of the Reorganization Arrangement to such owners or partners of a partnership or other entity taxable as a partnership for U.S. federal income tax purposes holding Auryn Shares, Fury Gold Shares, SpinCo Curibaya Shares or SpinCo Sombrero Shares and such persons are urged to consult their own tax advisors.

For purposes of this summary, “non-U.S. Holder” means a beneficial owner of Auryn Shares, Fury Gold Shares, SpinCo Curibaya Shares or SpinCo Sombrero Shares (as applicable) other than a U.S. Holder. This summary does not address the U.S. federal income tax consequences of the Reorganization Arrangement to non-U.S. Holders. Accordingly, non-U.S. Holders should consult their own tax advisors regarding the U.S. federal income, other U.S. federal, U.S. state and local, and non-U.S. tax consequences (including the potential application and operation of any income tax treaties) of the Reorganization Arrangement.

This summary assumes that the Auryn Shares, Fury Gold Shares, SpinCo Curibaya Shares and SpinCo Sombrero Shares are or will be held as capital assets (generally, property held for investment), within the meaning of the Code, in the hands of a U.S. Holder at all relevant times.

U.S. Federal Income Tax Consequences of the Consolidation of Auryn Shares

The consolidation of the number of Auryn Shares should constitute a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code for U.S. federal income tax purposes. Assuming such treatment is correct, a

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

109

U.S. Holder generally should not recognize gain or loss as a result of holding fewer Auryn Shares as a result of the consolidation. A U.S. Holder’s aggregate tax basis in the Auryn Shares held after the consolidation should equal such U.S. Holder’s aggregate tax basis in the Auryn Shares prior to the consolidation, and such U.S. Holder’s holding period in the Auryn Shares held after the consolidation should include such U.S. Holder’s holding period in the Auryn Shares held prior to the consolidation. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the Auryn Shares held prior to the consolidation to the Auryn Shares held after the consolidation. U.S. Holders of Auryn Shares acquired on different dates and at different prices are urged to consult their own tax advisors regarding the allocation of the tax basis and holding period of such shares.

U.S. Federal Income Tax Consequences of the Reorganization Arrangement

The Reorganization Arrangement will be effected under applicable provisions of Canadian corporate law, which are technically different from analogous provisions of U.S. corporate law. Accordingly, the U.S. federal income tax consequences of certain aspects of the Reorganization Arrangement are not certain. Nonetheless, Auryn believes, and the following discussion assumes, that (a) the renaming and redesignation of the Auryn Shares as Auryn Class A Shares and (b) the exchange by the Auryn Shareholders of the Auryn Class A Shares for Fury Gold Shares, SpinCo Curibaya Shares and SpinCo Sombrero Shares, taken together, will properly be treated for U.S. federal income tax purposes, under the step-transaction doctrine or otherwise, as (i) a tax-deferred exchange by the Auryn Shareholders of their Auryn Shares for Fury Gold Shares, either under Section 1036 or Section 368(a)(l)(E) of the Code, combined with (ii) a distribution of the SpinCo Curibaya Shares and SpinCo Sombrero Shares to the Auryn Shareholders under Section 301 of the Code. In addition, except as discussed below, a U.S. Holder should have the same tax basis and holding period in its Fury Gold Shares as such U.S. Holder had in its Auryn Shares immediately prior to such transactions.

There can be no assurance that the IRS will not challenge the U.S. federal income tax treatment of the Reorganization Arrangement or that, if challenged, a U.S. court would not agree with the IRS. Each U.S. Holder should consult its own tax advisors regarding the proper treatment of the Reorganization Arrangement for U.S. federal income tax purposes.

Receipt of SpinCo Curibaya Shares and SpinCo Sombrero Shares pursuant to the Reorganization Arrangement

Subject to the “passive foreign investment company” (“PFIC”) rules discussed below under “Potential Application of the PFIC Rules to the Reorganization Arrangement”, a U.S. Holder that receives SpinCo Curibaya Shares and SpinCo Sombrero Shares pursuant to the Reorganization Arrangement will be treated as receiving a distribution of property in an amount equal to the fair market value of the SpinCo Curibaya Shares and SpinCo Sombrero Shares received on the distribution date (without reduction for any Canadian income or other tax withheld from such distribution). Such distribution would be taxable to the U.S. Holder as a dividend to the extent of Auryn’s current and accumulated earnings and profits as determined under U.S. federal income tax principles. To the extent the fair market value of the SpinCo Curibaya Shares and SpinCo Sombrero Shares distributed exceeds Auryn’s adjusted tax basis in such shares (as calculated for U.S. federal income tax purposes), the Reorganization Arrangement can be expected to generate additional earnings and profits for Auryn in an amount equal to the extent the fair market value of the SpinCo Curibaya Shares and SpinCo Sombrero Shares distributed by Auryn exceeds Auryn’s adjusted tax basis in those shares for U.S. federal income tax purposes. To the extent that the fair market value of the SpinCo Curibaya Shares and SpinCo Sombrero Shares exceeds the current and accumulated earnings and profits of Auryn, the distribution of the SpinCo Curibaya Shares and SpinCo Sombrero Shares pursuant to the Reorganization Arrangement will be treated first as a non-taxable return of capital to the extent of a U.S. Holder’s tax basis in the Auryn Shares, with any remaining

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

110

amount being taxed as a capital gain. However, Auryn does not intend to calculate its earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder therefore should assume that the full fair market value of the SpinCo Curibaya Shares and SpinCo Sombrero Shares will constitute ordinary dividend income. Any such dividend generally will not be eligible for the “dividends received deduction” in the case of U.S. Holders that are corporations. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation.

A dividend paid by Auryn to a U.S. Holder who is an individual, estate or trust generally will be taxed at the preferential tax rates applicable to long-term capital gains if Auryn is a “qualified foreign corporation” (“QFC”) and certain holding period and other requirements for the Auryn Shares are met. Auryn generally will be a QFC as defined under Section 1(h)(11) of the Code if Auryn is eligible for the benefits of the U.S. Treaty or its shares are readily tradable on an established securities market in the U.S. However, even if Auryn satisfies one or more of these requirements, Auryn will not be treated as a QFC if Auryn is a PFIC for the tax year during which it pays a dividend or for the preceding tax year. See the section below under the heading “Potential Application of the PFIC Rules to the Reorganization Arrangement”.

If a U.S. Holder is not eligible for the preferential tax rates discussed above, a dividend paid by Auryn to a U.S. Holder generally will be taxed at ordinary income tax rates (rather than the preferential tax rates applicable to long-term capital gains).

Dividends received on Auryn Shares generally will not be eligible for the “dividends received deduction.” The dividend rules are complex, and each U.S. Holder should consult its own tax advisors regarding the application of such rules.

Dissenting U.S. Holders

Subject to the PFIC rules discussed below under “Potential Application of the PFIC Rules to the Reorganization Arrangement”, a U.S. Holder that exercises Dissent Rights in connection with the Reorganization Arrangement (a “Dissenting U.S. Holder”) and receives cash for such U.S. Holder’s Auryn Shares generally will recognize gain or loss in an amount equal to the difference, if any, between (a) the amount of cash received by such U.S. Holder in exchange for the Auryn Shares (other than amounts, if any, that are or are deemed to be interest for U.S. federal income tax purposes, which amounts will be taxed as ordinary income) and (b) the adjusted tax basis of such U.S. Holder in the Auryn Shares surrendered, provided such U.S. Holder does not actually or constructively own any Fury Gold Shares after the Reorganization Arrangement. Such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if the Auryn Shares are held for longer than one year. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to complex limitations under the Code.

If a U.S. Holder that exercises Dissent Rights in connection with the Reorganization Arrangement and receives cash for such U.S. Holder’s Auryn Shares actually or constructively owns Fury Gold Shares after the Reorganization Arrangement, all or a portion of the cash received by such U.S. Holder may be taxable as a distribution under the same rules as discussed under “Receipt of SpinCo Curibaya Shares and SpinCo Sombrero Shares pursuant to the Reorganization Arrangement” above.

Potential Application of the PFIC Rules to the Reorganization Arrangement

The tax considerations of the Reorganization Arrangement to a particular U.S. Holder will depend on whether Auryn was a PFIC during any year in which a U.S. Holder owned Auryn Shares. In general, a foreign corporation

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

111

is a PFIC for any taxable year in which either (i) 75% or more of the foreign corporation’s gross income is passive income, or (ii) 50% or more of the average quarterly value of the foreign corporation’s assets produced, or are held for the production of, passive income. Passive income includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. Passive income does not include gains from the sale of commodities that arise in the active conduct of a commodities business by a non-U.S. corporation, provided that certain other requirements are satisfied. In determining whether or not it is classified as a PFIC, a foreign corporation is required to take into account its pro rata portion of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest by value.

The determination of PFIC status is inherently factual and generally cannot be determined until the close of the taxable year in question. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. U.S. Holders are urged to consult their own U.S. tax advisors regarding the application of the PFIC rules to the Reorganization Arrangement. Certain subsidiaries and other entities in which a PFIC has a direct or indirect interest could also be PFICs with respect to a U.S. person owning an interest in the first-mentioned PFIC. Auryn believes that it was a PFIC for its prior tax year and based on current business plans and financial projections, Auryn expects to be a PFIC for its current tax year. No opinion of legal counsel or ruling from the IRS concerning the status of Auryn as a PFIC has been obtained or is currently planned to be requested. The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this Circular. Accordingly, there can be no assurance that the IRS will not challenge whether Auryn was a PFIC in a prior year or whether Auryn is or will be a PFIC in the current or future years. Each U.S. Holder should consult its own tax advisors regarding the PFIC status of Auryn.

If Auryn is a PFIC or was a PFIC at any time during a U.S. Holder’s holding period for its Auryn Shares, the effect of the PFIC rules on a U.S. Holder receiving SpinCo Curibaya Shares and SpinCo Sombrero Shares pursuant to the Reorganization Arrangement will depend on whether such U.S. Holder has made a timely and effective election to treat Auryn as a qualified electing fund (a “QEF”) under Section 1295 of the Code (a “QEF Election”) or has made a mark-to-market election with respect to its Auryn Shares under Section 1296 of the Code (a “Mark-to-Market Election”). In this summary, a U.S. Holder that has made a timely QEF Election or Mark-to-Market Election with respect to its Auryn Shares is referred to as an “Electing Auryn Shareholder” and a U.S. Holder that has not made a timely QEF Election or a Mark-to-Market Election with respect to its Auryn Shares is referred to as a “Non-Electing Auryn Shareholder”. For a description of the QEF Election and Mark-to-Market Election, U.S. Holders should consult the discussion below under “U.S. Federal Income Tax Consequences Related to the Ownership and Disposition of SpinCo Curibaya Shares, SpinCo Sombrero Shares and Fury Gold Shares – Passive Foreign Investment Company Rules – QEF Election” and “– Mark-to-Market Election”.

An Electing Auryn Shareholder generally would not be subject to the default rules of Section 1291 of the Code discussed below upon the receipt of the SpinCo Curibaya Shares and SpinCo Sombrero Shares pursuant to the Reorganization Arrangement. Instead, the Electing Auryn Shareholder generally would be subject to the rules described below under “U.S. Federal Income Tax Consequences Related to the Ownership and Disposition of SpinCo Curibaya Shares, SpinCo Sombrero Shares and Fury Gold Shares – Passive Foreign Investment Company Rules – QEF Election” and “-Mark-to-Market Election”.

With respect to a Non-Electing Auryn Shareholder, if Auryn is a PFIC or was a PFIC at any time during a U.S. Holder’s holding period for its Auryn Shares, the default rules under Section 1291 of the Code will apply to gain

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

112

recognized on any disposition of Auryn Shares and to “excess distributions” from Auryn (generally, distributions received in the current taxable year that are in excess of 125% of the average distributions received during the three preceding years (or during the U.S. Holder’s holding period for the Auryn Shares, if shorter)). Under Section 1291 of the Code, any such gain recognized on the sale or other disposition of Auryn Shares and any excess distribution must be ratably allocated to each day in a Non-Electing Auryn Shareholder’s holding period for the Auryn Shares. The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and to years before Auryn became a PFIC, if any, would be taxed as ordinary income. The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary income in each such prior year without regard to the Non-Electing Auryn Shareholder’s U.S. federal income tax net operating losses or other attributes and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such prior year. Such Non-Electing Auryn Shareholders that are not corporations must treat any such interest paid as “personal interest,” which is not deductible.

If the distribution of the SpinCo Curibaya Shares and SpinCo Sombrero Shares pursuant to the Reorganization Arrangement constitutes an “excess distribution” or results in the recognition of capital gain as described above under “Receipt of SpinCo Curibaya Shares and SpinCo Sombrero Shares pursuant to the Reorganization Arrangement” with respect to a Non-Electing Auryn Shareholder, such Non-Electing Auryn Shareholder will be subject to the rules of Section 1291 of the Code discussed above upon the receipt of the SpinCo Curibaya Shares and SpinCo Sombrero Shares. In addition, the distribution of the SpinCo Curibaya Shares and SpinCo Sombrero Shares pursuant to the Reorganization Arrangement may be treated, under proposed Treasury Regulations, as the “indirect disposition” by a Non-Electing Auryn Shareholder of such Non-Electing Auryn Shareholder’s indirect interest in each of SpinCo Curibaya and SpinCo Sombrero, which generally would be subject to the rules of Section 1291 of the Code discussed above.

U.S. Federal Income Tax Consequences Related to the Ownership and Disposition of SpinCo Curibaya Shares, SpinCo Sombrero Shares and Fury Gold Shares

If the Reorganization Arrangement is approved by Auryn Shareholders, each Auryn Shareholder will ultimately receive SpinCo Curibaya Shares, SpinCo Sombrero Shares and Fury Gold Shares for the Auryn Shares held by such Auryn Shareholder. If the Reorganization Arrangement is not approved by the Auryn Shareholders, each Auryn Shareholder shall retain its Auryn Shares. The U.S. federal income tax consequences to a U.S. Holder related to the ownership and disposition of SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares, as the case may be, will generally be the same and are described below.

In General the following discussion is subject to the rules described below under the heading “Passive Foreign Investment Company Rules.”

Distributions

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to a SpinCo Curibaya Share, SpinCo Sombrero Share or Fury Gold Share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the distributing company, as computed for U.S. federal income tax purposes. A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates if the distributing company is a PFIC. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the distributing company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the shares of the distributing company and thereafter as gain from the sale or exchange of such shares. See the discussion below under the heading “Sale or

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

113

Other Taxable Disposition of Shares.” However, the distributing company may not maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribution with respect to the SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares will constitute ordinary dividend income. Dividends received on SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares generally will not be eligible for the “dividends received deduction.” In addition, distributions from SpinCo Curibaya, SpinCo Sombrero or Fury Gold (on Fury Gold Shares, SpinCo Curibaya Shares or SpinCo Sombrero Shares, as applicable) will not constitute qualified dividend income eligible for the preferential tax rates applicable to long-term capital gains if the distributing company were a PFIC either in the year of the distribution or in the immediately preceding year, or if the distributing company is not eligible for the benefits of the U.S. Treaty and its shares are not readily tradable on an established securities market in the U.S. The dividend rules are complex, and each U.S. Holder is urged to consult its own tax advisor regarding the application of such rules.

Sale or Other Taxable Disposition of Shares

Upon the sale or other taxable disposition of SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the U.S. dollar value of cash received plus the fair market value of any property received and such U.S. Holder’s adjusted tax basis in such shares sold or otherwise disposed of. Gain or loss recognized on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the shares have been held for more than one year.

Preferential tax rates apply to long-term capital gain of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gain of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

Passive Foreign Investment Company Rules

If SpinCo Curibaya, SpinCo Sombrero or Fury Gold were to constitute a PFIC under the meaning of Section 1297 of the Code (as described above under “U.S. Federal Income Tax Consequences of the Reorganization Arrangement – Receipt of SpinCo Curibaya Shares and SpinCo Sombrero Shares pursuant to the Reorganization Arrangement – Potential Application of the PFIC Rules to the Reorganization Arrangement”) for any year during a U.S. Holder’s holding period, then certain potentially adverse rules will affect the U.S. federal income tax consequences to such U.S. Holder resulting from the acquisition, ownership and disposition of SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares, as applicable. Based on current business plans and financial projections, Auryn expects Fury Gold to be a PFIC in the tax year that the Reorganization Arrangement is completed and may be a PFIC in future tax years. Auryn also expects that each of SpinCo Curibaya and SpinCo Sombrero should be a PFIC for its initial tax year and may be a PFIC in future tax years. No opinion of legal counsel or ruling from the IRS concerning the status of Fury Gold, SpinCo Curibaya or SpinCo Sombrero as a PFIC has been obtained or is currently planned to be requested. The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this Circular. Accordingly, there can be no assurance that the IRS will not challenge whether Fury Gold (or a Subsidiary PFIC, as defined below) was a PFIC in a prior year or whether Fury Gold, SpinCo Curibaya or SpinCo Sombrero is or will be a PFIC in the current or future years. Each U.S. Holder should consult its own tax advisors regarding the PFIC status of Fury Gold, SpinCo Curibaya and SpinCo Sombrero and any of their respective Subsidiary PFICs.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

114

Each U.S. Holder generally must file an IRS Form 8621 reporting distributions received and gain realized with respect to each PFIC in which the U.S. Holder holds a direct or indirect interest. In addition, subject to certain rules intended to avoid duplicative filings, U.S. Holders generally must file an annual information return on IRS Form 8621 with respect to each PFIC in which the U.S. Holder holds a direct or indirect interest. Each U.S. Holder should consult its tax advisors regarding these and any other applicable information or other reporting requirements.

Under certain attribution rules, if SpinCo Curibaya, SpinCo Sombrero or Fury Gold is a PFIC, U.S. Holders will generally be deemed to own their proportionate share of its direct or indirect equity interest in any subsidiary that is also a PFIC (a “Subsidiary PFIC”), and will be subject to U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale of the SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares, as applicable, and their proportionate share of (a) any excess distributions on the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC by SpinCo Curibaya, SpinCo Sombrero or Fury Gold or another Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC. Accordingly, U.S. Holders should be aware that they could be subject to tax even if no distributions are received and no redemptions or other dispositions of SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares, as applicable, are made.

Default PFIC Rules Under Section 1291 of the Code

If SpinCo Curibaya, SpinCo Sombrero or Fury Gold is a PFIC for any tax year during which a U.S. Holder owns SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares, as applicable, the U.S. federal income tax consequences to such U.S. Holder of the acquisition, ownership, and disposition of such shares will depend on whether and when such U.S. Holder makes a QEF Election to treat SpinCo Curibaya, SpinCo Sombrero or Fury Gold, as applicable, and each Subsidiary PFIC, if any, as a QEF under Section 1295 of the Code or makes a Mark-to-Market Election under Section 1296 of the Code. A U.S. Holder that does not make either a timely QEF Election or a Mark-to-Market Election with respect to its SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares, as applicable, will be referred to in this summary as a “Non-Electing Shareholder”.

A Non-Electing Shareholder will be subject to the rules of Section 1291 of the Code (described below) with respect to (a) any gain recognized on the sale or other taxable disposition of SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares, as applicable, and (b) any excess distribution received on the SpinCo Curibaya Shares, SpinCo Sombrero Shares, or Fury Gold Shares, as applicable. A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current tax year) exceeds 125% of the average distributions received during the three preceding tax years (or during a U.S. Holder’s holding period for the applicable shares, if shorter).

Under Section 1291 of the Code, any gain recognized on the sale or other taxable disposition of SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares, as applicable, (including an indirect disposition of the stock of any Subsidiary PFIC), and any “excess distribution” received on such shares, must be ratably allocated to each day in a Non-Electing Shareholder’s holding period for the respective shares. The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and to years before the entity became a PFIC, if any, would be taxed as ordinary income. The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary income in each such year without regard to the shareholder’s net operating losses or other U.S. federal income tax attributes, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year. A Non-Electing Shareholder that is not a corporation must treat any such interest paid as “personal interest,” which is not deductible.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

115

If SpinCo Curibaya, SpinCo Sombrero or Fury Gold is a PFIC for any tax year during which a Non-Electing Shareholder holds SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares, as applicable, the applicable company will continue to be treated as a PFIC with respect to such Non-Electing Shareholder, regardless of whether that company ceases to be a PFIC in one or more subsequent tax years. A Non-Electing Shareholder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above), but not loss, as if such shares were sold on the last day of the last tax year for which the applicable company was a PFIC.

QEF Election

A U.S. Holder that makes a timely and effective QEF Election for the first tax year in which its holding period of its SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares, as applicable, begins generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to those shares. A U.S. Holder that makes a timely and effective QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of SpinCo Curibaya, SpinCo Sombrero or Fury Gold, as applicable, which will be taxed as long-term capital gain to such U.S. Holder, and (b) the ordinary earnings of SpinCo Curibaya, SpinCo Sombrero or Fury Gold, as applicable, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital loss, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each tax year in which SpinCo Curibaya, SpinCo Sombrero or Fury Gold, as applicable, is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder. However, for any tax year in which SpinCo Curibaya, SpinCo Sombrero or Fury Gold, as applicable, is a PFIC and has no net income or gain as determined for U.S. income tax purposes, U.S. Holders that have made a QEF Election would not have any income inclusions as a result of the QEF Election. If a U.S. Holder that made a QEF Election has an income inclusion, such a U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest,” which is not deductible.

A U.S. Holder that makes a timely and effective QEF Election with respect to SpinCo Curibaya, SpinCo Sombrero or Fury Gold, as applicable, generally (a) may receive a tax-free distribution from the applicable company to the extent that such distribution represents “earnings and profits” of the distributing company that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in the shares of the applicable company to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares, as applicable.

The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” if such QEF Election is made for the first year in the U.S. Holder’s holding period for the SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares in which SpinCo Curibaya, SpinCo Sombrero or Fury Gold, as applicable, was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such year. If a U.S. Holder does not make a timely and effective QEF Election for the first year in the U.S. Holder’s holding period for the SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares, the U.S. Holder may still be able to make a timely and effective QEF Election in a subsequent year if such U.S. Holder meets certain requirements and makes a “purging” election to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if such shares were sold for their fair market value on the day the QEF Election is

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

116

effective. If a U.S. Holder owns PFIC stock indirectly through another PFIC, separate QEF Elections must be made for the PFIC in which the U.S. Holder is a direct shareholder and the Subsidiary PFIC in order for the QEF rules to apply to both PFICs.

A QEF Election will apply to the tax year for which such QEF Election is timely made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax year, SpinCo Curibaya, SpinCo Sombrero or Fury Gold ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years in which SpinCo Curibaya, SpinCo Sombrero or Fury Gold, as applicable, is not a PFIC. Accordingly, if SpinCo Curibaya, SpinCo Sombrero or Fury Gold becomes a PFIC in another subsequent tax year, the QEF Election will be effective and the U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which SpinCo Curibaya, SpinCo Sombrero or Fury Gold, as applicable, qualifies as a PFIC.

U.S. Holders should be aware that although Fury Gold and the SpinCos will endeavor to provide U.S. Holders who make a written request of them for PFIC Annual Statements, there can be no assurances that SpinCo Curibaya, SpinCo Sombrero or Fury Gold will satisfy the record keeping requirements that apply to a QEF for the current or future years, or that SpinCo Curibaya, SpinCo Sombrero or Fury Gold will supply U.S. Holders with sufficient information that such U.S. Holders require to report under the QEF rules, in the event that SpinCo Curibaya, SpinCo Sombrero or Fury Gold, as applicable, is a PFIC. None of SpinCo Curibaya, SpinCo Sombrero or Fury Gold are able to legally commit to providing all possibly necessary information to their respective shareholders that would be necessary to make a QEF Election with respect to SpinCo Curibaya, SpinCo Sombrero or Fury Gold, as applicable, for any year in which it is a PFIC. Thus, U.S. Holders may not be able to make a QEF Election with respect to their SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares (or with respect to any Subsidiary PFIC). Each U.S. Holder should consult its own tax advisors regarding the availability of, and procedure for making, a QEF Election.

A U.S. Holder makes a QEF Election by attaching a completed IRS Form 8621, including a PFIC Annual Information Statement, to a timely filed United States federal income tax return. However, if SpinCo Curibaya, SpinCo Sombrero or Fury Gold does not provide the required information with regard to SpinCo Curibaya, SpinCo Sombrero, Fury Gold or any of their Subsidiary PFICs, as applicable, U.S. Holders will not be able to make a QEF Election for such entity and will continue to be subject to the rules discussed above that apply to Non-Electing Shareholders with respect to the taxation of gains and excess distributions.

Mark-to-Market Election

A U.S. Holder may make a Mark-to-Market Election only if the SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares, as applicable, are marketable stock. These shares generally will be “marketable stock” if they are regularly traded on: (i) a national securities exchange that is registered with the Securities and Exchange Commission; (ii) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934; or (iii) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that: (i) such foreign exchange has trading volume, listing, financial disclosure, and surveillance requirements, and meets other requirements and the laws of the country in which such foreign exchange is located, and together with the rules of such foreign exchange, ensure that such requirements are actually enforced; and (ii) the rules of such foreign exchange effectively promote active trading of listed stocks. If such stock is traded on such a qualified exchange or other market, such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. There is no assurance that the SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares will be marketable stock for this purpose.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

117

A U.S. Holder that makes a Mark-to-Market Election with respect to its SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to such shares. However, if a U.S. Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Holder’s holding period for such shares or such U.S. Holder has not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, those shares.

A U.S. Holder that makes a Mark-to-Market Election with respect to SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares will include in ordinary income, for each tax year in which SpinCo Curibaya, SpinCo Sombrero or Fury Gold, as applicable, is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the applicable shares, as of the close of such tax year over (b) such U.S. Holder’s tax basis in such shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (a) such U.S. Holder’s adjusted tax basis in the applicable shares, over (b) the fair market value of such shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years).

A U.S. Holder that makes a Mark-to-Market Election with respect to SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares generally also will adjust such U.S. Holder’s tax basis in the applicable shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of such shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years). Losses that exceed this limitation are subject to the rules generally applicable to losses provided in the Code and Treasury Regulations.

A U.S. Holder makes a Mark-to-Market Election by attaching a completed IRS Form 8621 to a timely filed United States federal income tax return. A Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares, as applicable, cease to be “marketable stock” or the IRS consents to revocation of such election. Each U.S. Holder should consult its own tax advisors regarding the availability of, and procedure for making, a Mark-to-Market Election.

Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to the SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning, because such stock is not marketable. Hence, the Mark-to-Market Election will not be effective to eliminate the application of the default rules of Section 1291 of the Code described above with respect to deemed dispositions of Subsidiary PFIC stock or distributions from a Subsidiary PFIC.

Other PFIC Rules

Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares that would otherwise be tax-deferred (e.g. gifts and exchanges pursuant to corporate reorganizations). However, the specific U.S. federal income tax consequences to a U.S. Holder may vary based on the manner in which such shares are transferred.

Certain additional adverse rules may apply with respect to a U.S. Holder if SpinCo Curibaya, SpinCo Sombrero or Fury Gold is a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example, under

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

118

Section 1298(b)(6) of the Code, a U.S. Holder that uses SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such shares.

Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to such special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S. Holder should consult with its own tax advisor regarding the availability of the foreign tax credit with respect to distributions by a PFIC.

The PFIC rules are complex, and each U.S. Holder should consult with its own tax advisors regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares.

Additional Considerations

Foreign Tax Credit

Subject to the PFIC rules discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax in connection with the Reorganization Arrangement or in connection with the ownership or disposition of SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares may elect to deduct or credit such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a tax year. The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. Holder’s particular circumstances. Each U.S. Holder should consult its own U.S. tax advisors regarding the foreign tax credit rules.

Receipt of Foreign Currency

The U.S. dollar value of any cash payment in Canadian dollars to a U.S. Holder will be translated into U.S. dollars calculated by reference to the exchange rate prevailing on the date of actual or constructive receipt of the dividend, regardless of whether the Canadian dollars are converted into U.S. dollars at that time. A U.S. Holder will generally have a tax basis in the Canadian dollars equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who receives payment in Canadian dollars and converts or disposes of the Canadian dollars after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, which generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method of tax accounting. Each U.S. Holder should consult its own U.S. tax advisors regarding the U.S. federal income tax consequences of receiving, owning, and disposing of Canadian dollars.

Information Reporting and Backup Withholding Tax

Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, Section 6038D of the Code generally imposes U.S. return disclosure obligations (and related penalties) on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of certain thresholds. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

119

security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holders may be subject to these reporting requirements unless their shares are held in an account at a domestic financial institution. A U.S. Holder’s disclosure of foreign financial assets pursuant to Section 6038D of the Code should be made on IRS Form 8938. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult with their own tax advisors regarding the requirements of filing information returns under these rules, including the requirement to file an IRS Form 8938.

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of (a) distributions on the SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares, (b) proceeds arising from the sale or other taxable disposition of SpinCo Curibaya Shares, SpinCo Sombrero Shares or Fury Gold Shares, or (c) any payments received in connection with the Reorganization Arrangement (including, but not limited to, U.S. Holders exercising Dissent Rights) generally may be subject to information reporting and backup withholding tax, at the current rate of 24% if a U.S. Holder (i) fails to furnish its correct U.S. taxpayer identification number (generally on IRS Form W-9); (ii) furnishes an incorrect U.S. taxpayer identification number; (iii) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax; or (iv) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner. Each U.S. Holder should consult its own tax advisors regarding the information reporting and backup withholding rules.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE REORGANIZATION ARRANGEMENT OR THE OWNERSHIP AND DISPOSITION OF SPINCO CURIBAYA SHARES, SPINCO SOMBRERO SHARES OR FURY GOLD SHARES RECEIVED PURSUANT TO THE REORGANIZATION ARRANGEMENT. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR PARTICULAR CIRCUMSTANCES.

INFORMATION CONCERNING FURY GOLD

Information regarding Auryn after effecting the Reorganization Arrangement, the Eastmain Arrangement and Financing is contained in Appendix “I” to this Circular.

INFORMATION CONCERNING EASTMAIN

Eastmain is a Canadian based junior exploration company focused on gold exploration within the James Bay Region of Northern Québec, where it holds 100% interest in the Eau Claire and Eastmain Mine gold projects as well as interests in 9 other properties covering approximately 109,000 ha in total of this promising mineral district. Eastmain also has a 36.7% joint venture interest in the Éléonore South project. Eastmain Shares are listed on the TSX under the symbol “ER” and on the OTCQB under the symbol “EANR”. Information regarding Eastmain is contained in Appendix “F” to this Circular.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

120

INFORMATION CONCERNING SPINCO SOMBRERO

SpinCo Sombrero is currently a wholly-owned subsidiary of Auryn that has been formed to acquire and hold certain SpinCos Properties. The registered and records office of SpinCo Sombrero is located at 1500-1055 West Georgia Street, Vancouver, B.C., V6E 4N7 Upon completion of the Reorganization Arrangement, Spinco Sombrero will be a reporting issuer in British Columbia, Alberta and Ontario.

Upon completion of the Reorganization Arrangement, each Auryn Shareholder will upon tendering his or her Auryn Shares with the Letter of Transmittal become a shareholder of SpinCo Sombrero. Information relating to SpinCo Sombrero after the Reorganization Arrangement is contained in Appendix “G” to this Circular.

INFORMATION CONCERNING SPINCO CURIBAYA

The SpinCo Curibaya is currently a wholly-owned subsidiary of Auryn that has been formed to acquire and hold the SpinCos Properties. The registered and records office of the SpinCo Curibaya is located at 1500-1055 West Georgia Street, Vancouver, B.C., V6E 4N7. Upon completion of the Reorganization Arrangement, SpinCo Curibaya will be a reporting issuer in British Columbia, Alberta Ontario.

Upon completion of the Reorganization Arrangement and Eastmain Arrangement, each Auryn Shareholder will upon tendering his or her Auryn Shares with the Letter of Transmittal become a shareholder of SpinCo Curibaya. Information relating to SpinCo Curibaya after the Reorganization Arrangement and Eastmain Arrangement is contained in Appendix “H” to this Circular.

OTHER MATTERS

Management of Auryn is not aware of any matters to come before the Meeting other than as set forth in the Notice of Meeting that accompanies this Circular. If any other matter properly comes before the Meeting, it is the intention of the Persons named in the enclosed Form of Proxy to vote the Auryn Shares represented thereby in accordance with their best judgment on such matter.

INTEREST OF EXPERTS

The matters referred to under “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations” and certain Canadian legal matters in this Circular has been passed upon by and Thorsteinssons LLP on behalf of the Company.

Deloitte LLP, the external auditor of the Company, provided independent auditors’ reports on (a) the consolidated financial statements of the Company for the years ended December 31, 2019 and 2018; (b) the audited financial statements of 1258620 B.C. Ltd. as at July 23, 2020; (c) the audited financial statements of 1258618 B.C. Ltd. as at July 23, 2020; (d) audited carve out financial statements of the spinout exploration business of Curibaya for the year ended December 31, 2019 and 2018; and (e) audited carve out financial statements of the spinout exploration business of Sombrero for the year ended December 31, 2019 and 2018. Deloitte LLP is independent with respect to the Company, SpinCo Curibaya and SpinCo Sombrero within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

The technical and scientific information Auryn’s properties included or incorporated by reference in this Circular has been included or incorporated by reference in reliance on the report, valuation, statement or opinion of the

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

121

persons described below. The following persons, firms and companies are named as having prepared or certified a report, valuation, statement or opinion in this Circular, either directly or in a document incorporated by reference.

Name of QP Expert	Description of Report Referred to in this Circular
David Ross, M.Sc., P.Geo.	Technical Report on the Committee Bay Project, Nunavut Territory, Canada dated May 31, 2017 amended October 23, 2017
Paul Chamois, P.Geo. Philip Geusebroek, P.Geo. Mary Mioska, P.Eng. David M.R. Stone, P.Eng.	Technical Report, Updated Mineral Resource Estimate and Preliminary Economic Assessment on the Homestake Ridge Gold Project dated May 29, 2020 amended and restated June 24, 2020.
Andrew J. Turner, B.Sc., P.Geol.	Technical Report on the Sombrero Project, Ayacucho Department, Peru dated March 1, 2019.
Michael B. Dufresne, M.Sc., P.Geol., P.Geo. Bahram Bahrami, B.Sc., P. Geo.	Technical Report for the Huilacollo Project, Tacna Province, Southern Peru dated September 29, 2017.

None of the experts named in the foregoing section held, at the time they prepared or certified such statement, report, opinion or valuation, received after such time or will receive any registered or beneficial interest, direct or indirect, in any securities or other property of the Company or one of the Company’s associates.

None of the aforementioned persons, and the directors, officers, employees and partners, as applicable, of each of the aforementioned persons received or will receive a direct or indirect interest in any property of the Company or any associate or affiliate of the Company. None of the aforementioned persons, nor any director, officer, employee, consultant or partner, as applicable, of the aforementioned persons is currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.

Michael Henrichsen, Chief Operating Officer of Auryn, is the Qualified Person who reviewed and approved all of the scientific and technical information relating to Auryn, SpinCo Sombrero and SpinCo Curibaya in this Circular.

Other than auditors, Deloitte LLP, who are wholly independent, to Auryn’s knowledge, each of the foregoing firms or persons beneficially owns, directly or indirectly, less than 1% of the issued and outstanding Auryn Shares or Eastmain Shares.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of Auryn, after reasonable enquiry, other than as disclosed herein, no informed person of Auryn, or any associate or affiliate of any informed person, has or had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or would materially affect Auryn since the commencement of Auryn’s most recently completed fiscal year.

MANAGEMENT CONTRACTS

No management functions of Auryn or any subsidiaries are performed to any substantial degree by a person other than the named executive officers of Auryn.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

122

AUDITORS

Auryn’s auditors are Deloitte LLP, Chartered Professional Accountants at 939 Granville Street, Vancouver, British Columbia V6Z 1L3. Deloitte LLP has been the auditor of Auryn since October 28, 2015. Deloitte LLP is independent with respect to Auryn within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

LEGAL MATTERS

Certain Canadian legal matters in connection with the Arrangements as they pertain to Auryn will be passed upon by McMillan LLP. As of the date of this Circular, the partners and associates of McMillan LLP, as a group, beneficially owned, directly or indirectly, less than 1% of the issued and outstanding Auryn Shares or shares of any of Auryn’s associates or affiliates.

ADDITIONAL INFORMATION

Additional information relating to the Company is on SEDAR at www.sedar.com. Auryn Shareholders may contact the Company to request copies of financial statements and MD&A at the following address: 600-1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5, Tel: 778-729-0600, Fax: 778-729-0650.

Financial information is provided in Auryn’s financial statements and MD&A for its most recently completed financial year, which are filed on SEDAR.

APPROVAL OF DIRECTORS

The contents and sending of this Circular, including the Notice of Meeting, have been approved and authorized by the Auryn Board.

September 3, 2020

BY ORDER OF THE BOARD OF DIRECTORS

“Shawn Wallace” (original signed)

President and CEO

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

123

Appendix “A”

GLOSSARY OF TERMS

In this Circular the following terms have meanings below which in some cases have been simplified from the definitions contained in the Arrangement Agreement which in case of any inconsistency should be considered the definitive definition.

“Acquisition Proposal”	means an Auryn Acquisition Proposal or an Eastmain Acquisition Proposal, as the context may require.
“Adjusted Closing Date Cash”	means the amount of Auryn’s consolidated cash on-hand immediately prior to closing after payment of all costs of the Auryn Arrangement (excluding any unpaid costs accrued as part of Auryn’s adjusted working capital on the Closing Date), plus the sum of (i) the costs incurred by Auryn in connection with the Auryn Arrangement from June 24, 2020 to the Closing Date (to a maximum of $1.4 million), (ii) direct and reasonably allocated indirect paid costs of the Auryn Canadian Projects from June 24, 2020 to the Closing Date, and (iii) an amount equal to Auryn’s adjusted working capital on the Closing Date, being Auryn’s consolidated current assets, except cash, less all Auryn consolidated liabilities, except reclamation costs related to the Auryn Canadian Projects, which working capital, if negative, will reduce the adjusted closing date cash and, if positive, will increase the adjusted closing date cash (and for avoidance of doubt, such working capital excludes intercompany debt, and the proceeds of the New Auryn Financing as part of cash-on hand, but a portion of such financing proceeds will be used to make up any shortfall that results from the calculation in (i), (ii) or (iii) above for purposes of the transfer to the SpinCos on the Effective Date of the Adjusted Closing Date Cash);
“affiliate” and “associate”	have the meanings respectively ascribed thereto under the Securities Act, generally, two companies are said to be affiliated if one controls the other or they are under common control. Associated parties have a relationship within defined categories including for corporations a 10% or greater share ownership that is less than 50%.
“Arrangements”	means both of the Reorganization Arrangement and the Eastmain Arrangement together. The “Eastmain Arrangement” is also referred to as the “Eastmain Acquisition” from Auryn’s perspective.
“Arrangement Agreement”	means the arrangement agreement dated as of July 29, 2020 amongst Auryn, Eastmain Resources Inc. and the SpinCos as such agreement may be supplemented or amended from time to time in accordance with its terms. The Arrangement Agreement is publicly filed under Auryn’s profile at www.sedar.com.
“Auryn” or “the Company”	means Auryn Resources Inc., a corporation existing under the laws of British Columbia traded on TSX and NYSE American under the symbol: AUG.
“Auryn Acquisition Proposal”	has the meaning defined in the Arrangement Agreement but generally means any proposal involving the Auryn Canadian Projects made to Auryn by a third party involving any takeover, merger, asset transaction which would materially affect Auryn or the Eastmain Acquisition.
“Auryn Board”	means the board of directors of Auryn as the same is constituted from time to time.
“Auryn Canadian Projects”	means the mineral projects known as Homestake Ridge, Committee Bay and Gibson MacQuoid.
“Auryn Change of Recommendation”	means a “Change of Recommendation” (as defined below) made by Auryn.

A-1

“Auryn Disclosure Letter”	means the disclosure letter dated as of the date of the Arrangement Agreement that has been executed by Auryn and delivered to Eastmain.
“Auryn Disclosure Record”	means all documents filed by or on behalf of Auryn on SEDAR since January 1, 2018 and prior to the date hereof that are publicly available on the date hereof.
“Auryn Expense Fee”	means the “Expense Fee” (defined below) that may be payable by Auryn in certain events.
“Auryn Fairness Opinion”	means the opinion of Stifel GMP to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth in the Auryn Fairness Opinion, that the transactions contemplated by the Reorganization Arrangement and Eastmain Acquisition are fair, from a financial point of view, to Auryn shareholders.
“Auryn Final Order”	means the final order of the British Columbia Court pursuant to Section 288 of the BCBCA, in a form acceptable to Eastmain and Auryn, each acting reasonably, approving the Reorganization Arrangement, as such order may be amended by the Court (with the consent of both Eastmain and Auryn, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both Eastmain and Auryn, each acting reasonably) on appeal.
“Auryn Financial Advisor”	means Minvisory Corp., a mining finance advisory in Ontario.
“Auryn Financial Statements”	means, collectively, the Auryn Annual Financial Statements and the Auryn Interim Financial Statements.
“Auryn Interim Financial Statements”	means the consolidated unaudited condensed financial statements of Auryn as at, and for the three months ended March 31, 2019 and March 31, 2020 including the notes thereto.
“Auryn Interim Order”	means the interim order of the Supreme Court of British Columbia issued effective September 1, 2020 and attached as Appendix “D” which amongst other things, directed the manner of calling and holding of the Meeting.
“Auryn Letter of Transmittal”	means the letter of transmittal enclosed with the Circular.
“Auryn Locked Up Shareholder”	means the holders of approximately 14.8% of Auryn Securities entitled to vote at the Meeting who have agreed to vote in favour of the Reorganization Arrangement and Eastmain Acquisition