VOTING AND SUPPORT AGREEMENT
Exhibit 99.2
July
29, 2020
Dear
Securityholder:
Re:
Business Combination between Auryn and Eastmain
Auryn
Resources Inc. (“Auryn”) has agreed to acquire all
of the issued and outstanding common shares (the
“Shares”) of
Eastmain Resources Inc. (“Eastmain”) (collectively, the
“Parties”), by
way of a plan of arrangement (the “Plan”) under Section 182 of the
Business Corporations Act
(Ontario) (“OBCA”) pursuant to an arrangement
agreement (the “Arrangement
Agreement”) between Eastmain, Auryn, 1258618 B.C. Ltd,
and 1258620 B.C. Ltd dated the date hereof (, the
“Transaction”).
Capitalized terms
used in this voting and support agreement (this “Agreement”) but not otherwise
defined herein will have the respective meanings ascribed thereto
in the Arrangement Agreement.
The
undersigned holder of securities of Auryn (the “Securityholder”) acknowledges that
Eastmain would not proceed with the Transaction but for the
execution and delivery of this Agreement by the
Securityholder.
In
consideration of the mutual covenants and agreements set forth
herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties
hereto agree as follows:
1. OWNERSHIP
OF SECURITIES
Eastmain
understands that the Securityholder is the beneficial owner,
directly or indirectly, of, or has direction or control over the
number and type of securities of Auryn set forth in the
Securityholder’s acceptance (the “Acceptance”) at the end of this
Agreement.
2. COVENANTS
OF THE SECURITYHOLDER
The
Securityholder covenants and agrees that, until the earlier of: (i)
the closing of the Transaction and (ii) the date this Agreement is
terminated in accordance with its terms, the Securityholder
will:
(a)
attend (either in
person or by proxy) any meeting of the shareholders of Auryn held
to consider the Transaction (including any adjournments and
postponements thereof) (the “Auryn Arrangement Meeting”), and
at the Auryn Arrangement Meeting, vote or cause to be voted all
of:
(i)
the
Auryn Shares;
(ii)
the
Auryn Options;
(iii)
the Auryn Warrants;
(Collectively, the “Auryn
Securities”)
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1
(iv)
any Auryn
Securities acquired by or issued to the Securityholder on or
following the date hereof,
that
are beneficially owned by, or over which control or direction is
exercised by, the Securityholder and which are entitled to be voted
at the Auryn Arrangement Meeting (the “Subject Securities”) in favour of
the Transaction and all matters related thereto;
(b)
vote or cause to be
voted (in person or by proxy) at any meeting of the securityholders
of Auryn any Subject Securities against, or not tender or cause to
be tendered any Subject Securities to:
(i)
any corporate
transaction, such as a merger, amalgamation, arrangement, rights
offering, reorganization, recapitalization, or liquidation or
take-over bid, sale or transfer of a material amount of assets of
Auryn or similar transaction involving Auryn or the Shares other
than the Transaction and any transaction related
thereto;
(ii)
the issuance of any
securities of Auryn (other than pursuant to the exercise of options
to purchase Shares or the settlement of deferred share units) other
than the Transaction and any transaction related
thereto;
(iii)
any action that is
reasonably likely to impede, interfere with, delay, postpone,
hinder, prevent, or adversely affect in any material respect the
Transaction including, without limitation, any Auryn Acquisition
Proposal; or
(iv)
any action or
agreement that would result in a breach of any representation,
warranty, or covenant or other obligation of Auryn in the
Arrangement Agreement;
(c)
upon the request or
direction of Eastmain, have all of its Subject Securities counted
or not counted (as directed by Eastmain) as part of a quorum in
connection with any meeting of securityholders of Auryn relating to
matters set forth in Section 2(b);
(d)
not, without the
prior written consent of Eastmain, sell, transfer, assign, pledge,
encumber or otherwise dispose of, the Subject Securities or any
interest therein, with the exception that (i) Auryn Options maybe
exercised and the underlying shares resold to the extent of
obtaining proceeds sufficient to exercise the options and pay the
additional withholding amount, and (ii) the Auryn options and
underlying shares that expire on August 17, 2020 are not restricted
in any manner;
(e)
not, except as
required pursuant to this Agreement, grant or agree to grant any
proxy or other right to vote the Subject Securities or enter into
any voting trust or pooling agreement or arrangement or enter into
or subject any of the Subject Securities to any other agreement,
arrangement, understanding or commitment, formal or
2
informal, with
respect to or relating to the voting or tendering thereof or revoke
any proxy granted pursuant to this Agreement;
(f)
not exercise any
rights of dissent or appraisal in respect of any resolution
approving the Transaction, contest the approval of the Transaction
by any Governmental Entity or exercise any other rights or remedies
available at common law or pursuant to applicable corporate or
securities laws or other registrations or take any action that is
reasonably likely to in any manner impeded with, delay, postpone,
hinder, prevent or challenge the Transaction; and
(g)
not, directly or
indirectly:
(i)
solicit, assist,
initiate, knowingly encourage or otherwise facilitate (including by
way of furnishing information, permitting any visit to any
facilities or entering into any form of agreement, arrangement or
understanding) any inquiries or proposals, whether publicly or
otherwise, regarding an Auryn Acquisition Proposal or potential
Auryn Acquisition Proposal;
(ii)
enter into, engage,
continue or participate in any negotiations or discussions
regarding, or provide any non-public information with respect to
Auryn or any of its subsidiaries, or offer or provide access to the
business, properties, assets, books or records of Auryn or any of
its subsidiaries or otherwise cooperate in any way with, any Auryn
Acquisition Proposal or potential Auryn Acquisition
Proposal;
(iii)
requisition or join
in the requisition of any meeting of the securityholders of Auryn
for the purpose of considering any resolution;
(iv)
solicit proxies or
become a participant in the solicitation in opposition to or in
competition with Eastmain’ purchase of the Shares as
contemplated by the Arrangement Agreement or act jointly or in
concert with others with respect to voting securities of Auryn for
the purpose of opposing or competing with Eastmain’s purchase
of the Auryn Shares as contemplated by the Arrangement Agreement;
or
(v)
take any other
action or any kind, which might reasonably be regarded as likely to
reduce the success or, or delay or interfere with the completion of
the Transaction;
(h)
use
commercially reasonable efforts to ensure that no action is taken
under any of its brokerage account agreements that would cause the
Securityholder to breach its obligation under Section 2(b), 2(c) or
Section 4; and
(i)
comply
with all trading restrictions imposed on any Eastmain Shares under
the Plan.
3
3. COVENANTS
OF EASTMAIN
Eastmain agrees and
confirms to the Securityholder that it will:
(a)
promptly take all
steps required of it under the Arrangement Agreement to cause the
Transaction to occur in accordance with the terms of and subject to
the conditions set forth in the Arrangement Agreement;
(b)
immediately upon
the termination of the Arrangement Agreement or upon the
termination of this Agreement notify the Securityholder in writing
at the same time it notifies the Auryn Supporting Shareholders of
such termination; and
(c)
immediately notify
the Securityholder in writing of any amendment to the Arrangement
Agreement or Plan of Arrangement, which notice will be accompanied
by a copy of such amendment.
4. ALTERNATIVE
TRANSACTION
If, in
lieu of the Transaction, Auryn seeks to complete the acquisition of
the Shares other than as contemplated by the Arrangement Agreement
on a basis that (a) is on economic terms and conditions (including,
without limitation, tax treatment) having consequences to the
Securityholder that are in the Securityholder’s reasonable
opinion equivalent to or superior to those contemplated by the
Arrangement Agreement, (b) would not likely result in a delay or
time to completion beyond the Outside Date, and (c) is otherwise on
terms and conditions no more onerous on the Securityholder than the
Transaction (including any take-over bid) (any such transaction, an
“Alternative
Transaction”), then during the term of this Agreement
the Securityholder may, on its own accord, and will, upon written
request of Eastmain, support the completion of such Alternative
Transaction in the same manner as the Transaction in accordance
with the terms and conditions of this Agreement mutatis mutandis, including by (A)
voting or causing to be voted all of the Subject Securities (to the
extent that they carry the right to vote) in favour of, and not
dissenting from, such Alternative Transaction proposed by Eastmain;
and (B) delivering or causing the delivery of any duly executed
items, instruments, documents and agreements required as conditions
to consummate an Alternative Transaction.
5. DEPOSIT
OF PROXY
The
Securityholder hereby covenants and agrees in favour of Eastmain
that:
(a)
no
later than 10 days before the date of the Auryn Arrangement
Meeting, the Securityholder will deposit duly completed forms of
proxy or voting instruction forms, as applicable, in respect of all
the Subject Securities (as directed on such forms) to cause the
Subject Securities to be voted in favour of the Transaction,
and
(b)
such forms of proxy
or voting instruction forms, as applicable, will not be revoked or
withdrawn, unless prior written consent from Eastmain has been
obtained or this Agreement is terminated pursuant to Section
8.1.
4
6. REPRESENTATIONS
AND WARRANTIES OF THE SECURITYHOLDER
The
Securityholder hereby represents and warrants to Eastmain as
follows and acknowledges that Eastmain is relying on such
representations and warranties in connection with entering into
this Agreement and the Transaction:
(a)
the Securityholder
is the sole beneficial owner of the Auryn Shares with valid and
marketable title thereto, free and clear of all claims, liens,
charges, encumbrances and security interests other than those
arising by operation of statute and no person has any agreement,
option, or any right or privilege capable of becoming an agreement
or option, for the purchase, acquisition or transfer of the Auryn
Shares from the Securityholder or any interest therein or right
thereto, except pursuant to the Transaction;
(b)
the only securities
of Auryn beneficially owned, directly or indirectly, or over which
control or direction is exercised by the Securityholder are those
listed on the Acceptance and the Securityholder has no other
agreement, options, warrants or securities convertible into, or
exchangeable or exercisable for, or otherwise evidencing a right to
acquire, securities of Auryn or any rights or privilege capable of
becoming an agreement or option, for the purchase or acquisition by
the Securityholder or transfer to the Securityholder of additional
securities of Auryn or any interest therein;
(c)
the Securityholder
does not beneficially own, directly or indirectly, or exercise
control or direction any debt securities of Auryn and during the
term of this Agreement will not acquire beneficial ownership of,
directly or indirectly, or exercise control or direction over any
debt securities of Auryn;
(d)
the Securityholder
does not beneficially own, directly or indirectly, or exercise
control or direction any securities of Eastmain and during the term
of this Agreement will not acquire beneficial ownership of,
directly or indirectly, or exercise control or direction over any
securities of Eastmain;
(e)
the Securityholder
has the sole right to dispose of or transfer (or cause to be
disposed of or transferred) all of its Auryn Shares now held, and
will have the right to dispose of or transfer (or cause to be
disposed of or transferred) all Shares hereafter acquired by
it;
(f)
the Securityholder
has the sole right to vote (or cause to be voted) all of its
Subject Securities now held and will have the sole right to vote
(or cause to be voted) all Subject Securities hereafter acquired by
it;
(g)
this Agreement has
been duly executed and delivered by the Securityholder, and,
assuming the due authorization, execution and delivery by Eastmain,
this Agreement constitutes a legal, valid and binding obligation of
the Securityholder, enforceable in accordance with its terms,
subject to laws of general application and bankruptcy, insolvency
and other similar laws affecting creditors’ rights generally
and general principles of equity;
5
(h)
if the
Securityholder is a corporation or other entity, it is validly
subsisting under the laws of the jurisdiction governing its
incorporation or formation and has all necessary corporate or other
power and authority to execute and deliver this Agreement and to
perform its obligations hereunder;
(i)
neither the
execution and delivery of this Agreement by the Securityholder, the
consummation by the Securityholder of the transactions contemplated
hereby nor the compliance by the Securityholder with any of the
provisions hereof will:
(i)
result in any
breach of, or constitute a default (or an event which with notice
or lapse of time or both would become a default), or give rise to
any third party right of termination, cancellation, material
modification, acceleration, purchase or right of first refusal,
under any provision of any of the constating documents of the
Securityholder (if the Securityholder is a corporation or other
entity) or under any of the terms, conditions or provisions of any
note, loan agreement, bond, mortgage, indenture, contract, licence,
agreement, lease, permit or other instrument or obligation to which
such Securityholder is a party or by which such Securityholder or
any of its properties or assets (including Shares) may be bound, or
constitute a violation or breach of or default under or conflict
with any contract, commitment, agreement, understanding or
arrangement of any kind to which the Securityholder will be a party
and by which the Securityholder will be bound at the time of such
consummation, in each case, which breach or default could
reasonably be expected to prevent, materially delay or materially
impair the Securityholder’s ability to consummate the
transactions contemplated by this Agreement; or
(ii)
require the
Securityholder to make any filing with (other than pursuant to the
requirements of applicable securities legislation), or to obtain
any permit, waiver, authorization, exemption, registration,
licence, consent or approval of, any Governmental Authority or any
other person;
(j)
the Securityholder
has not previously granted or agreed to grant any power of attorney
or attorney in fact, proxy or other right to vote in respect of the
Subject Securities or entered into any voting trust, vote pooling
or other agreement with respect to the right to vote, call meetings
of shareholders or give consents or approvals of any kind as to the
Securities except those which are no longer of any force or effect;
and
(k)
the Securityholder
acknowledges and agrees that the Securityholder has had the
opportunity to seek independent legal advice with respect to this
Agreement, the Arrangement Agreement and the transactions
contemplated hereby and thereby, and that any failure on the
Securityholder’s part to seek independent legal advice will
not affect (and the Securityholder will not assert that it affects)
the validity, enforceability or effect of this Agreement or the
Arrangement Agreement.
6
7. REPRESENTATIONS
AND WARRANTIES OF EASTMAIN
Eastmain hereby
represents and warrants to the Securityholder as follows and
acknowledges that the Securityholder is relying on such
representations and warranties in connection with entering into
this Agreement and the Transaction:
(a)
the execution and
delivery of this Agreement by Eastmain and the consummation of the
transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of Eastmain and is a valid
and binding agreement, enforceable against Eastmain in accordance
with its terms, and the performance by Eastmain of its obligations
hereunder will not constitute a violation or breach of or default
under, or conflict with (i) any contract, commitment, agreement,
understanding or arrangement of any kind to which Eastmain will be
a party and by which Eastmain will be bound at the time of such
consummation, and (ii) to its knowledge, any applicable Laws, and
acknowledges that the Securityholder is relying on such
representations and warranties in connection with entering into
this Agreement;
(b)
neither the
execution and delivery of this Agreement by Eastmain, the
consummation by Eastmain of the transactions contemplated hereby
nor the compliance by Eastmain with any of the provisions hereof
will result in any breach of, or constitute a default (or an event
which with notice or lapse of time or both would become a default),
or give rise to any third party right of termination, cancellation,
material modification, acceleration, purchase or right of first
refusal, under any provision of any of the constating documents of
Eastmain or under any of the terms, conditions or provisions of any
note, loan agreement, bond, mortgage, indenture, contract, licence,
agreement, lease, permit or other instrument or obligation to which
Eastmain is a party or by which Eastmain or any of its properties
or assets may be bound, or constitute a violation or breach of or
default under or conflict with any contract, commitment, agreement,
understanding or arrangement of any kind to which Eastmain will be
a party and by which Eastmain will be bound at the time of such
consummation, in each case, which breach or default could
reasonably be expected to prevent, materially delay or materially
impair Eastmain’ ability to consummate the transactions
contemplated by this Agreement; and
(c)
that there are no
claims, actions, suits, audits, proceedings, investigations or
other actions pending against, or, to the knowledge of Eastmain,
threated against or affecting Eastmain or any of its respective
properties that, individually or in the aggregate, could reasonably
be expected to have a material and adverse effect on
Eastmain’ ability to execute and deliver this Agreement and
to perform its obligations contemplated by this Agreement or the
Arrangement Agreement.
7
8. TERMINATION
8.1
The obligations of
the Securityholder and Eastmain under this Agreement will
automatically terminate at the closing of the Transaction. The
obligations of the Securityholder and Eastmain under this Agreement
will also be terminated as follows:
(a)
the
mutual written agreement of the Securityholder and Eastmain;
or
(b)
automatically upon
the termination of the Arrangement Agreement in accordance with its
terms.
8.2
If this Agreement
is terminated as provided in Section 8.1, this Agreement will
forthwith become void and of no further force or effect and there
will be no liability on the part of any Party except that the
provisions of Sections 8, 10, 15, 17, and 18 will survive any
termination hereof pursuant to Section 8.1, provided that the
foregoing will not relieve any Party from any liability for any
breach of this Agreement arising before such
termination.
9. AMENDMENT
Except
as expressly set forth herein, this Agreement will not be modified,
amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by each of the
Parties.
10. ENTIRE
AGREEMENT
This
Agreement constitutes the entire agreement between the Parties
pertaining to the subject matter of this Agreement.
11. ASSIGNMENT
No
Party may assign any of its rights or obligations under this
Agreement without the prior written consent of the other
Party.
12. SUCCESSORS;
NO THIRD PARTY BENEFICIARIES
This
Agreement will be binding upon, enure to the benefit of and be
enforceable by, the Parties and their respective executors,
administrators, successors and permitted assigns. Nothing in this
Agreement, express or implied, is intended to confer on any person
other than the Parties or the Parties’ respective successors
or permits assigns any rights, remedies, obligations or liabilities
under or by reason of this Agreement.
13. TIME
OF THE ESSENCE
Time is
of the essence of this Agreement.
8
14. UNENFORCEABLE
TERMS
If any
provision of this Agreement or the application thereof to any Party
or circumstance is invalid or unenforceable to any extent, then the
remainder of this Agreement or application of such provision to a
Party or circumstance (other than those to which it is held invalid
or unenforceable) is not affected thereby and each remaining
provision of this Agreement is valid and is enforceable to the
fullest extent permitted by Law.
15. APPLICABLE
LAW
This
Agreement is to be governed by and construed in accordance with the
laws of the Province of British Columbia and the federal laws of
Canada applicable therein without regard to any conflicts of law
provisions, and each of the Parties irrevocably attorns to the
jurisdiction of the courts of the Province of British
Columbia.
(a)
The Parties waive
the application of any rule of Law which otherwise would be
applicable in connection with the construction of this Agreement
that ambiguous or conflicting terms or provisions should be
construed against the Party that (or counsel of which) prepared the
executed agreement or any earlier draft of the same.
16. NOTICE
Any
notice or other communication required or permitted to be given
hereunder will be sufficiently given if delivered:
(a)
in the
case of the Securityholder, to the address appearing on the
“Acceptance by Securityholder” page; and
(b)
in the
case of Eastmain:
Eastmain Resources
Inc.
00
Xxxxxxxx Xxxxxx Xxxx Xxxxx 000
Xxxxxxx, XX X0X
0X0
Attention:
Xxxxx Xxxxxxx, Chief Executive Officer
Email:
xxxxxxxx@xxxxxxxx.xxx
With a
copy (which will not constitute notice) to:
Xxxxxxx
Xxxxx & Xxxxxxxxx LLP
Suite
2100, Scotia Plaza, 00 Xxxx Xxxxxx Xxxx Xxxxxxx, XX
X0X
0X0
Attention:
Xxx Xxxxxxx
E-mail:
xxxxxxxx@xxxxxxx.xxx
9
or to
such other address as the Party to which such notice or other
communication is to be given has last notified the Party giving the
same in the manner provided in this Section 18. Any notice or other
communication given or made is deemed to have been duly given or
made as at the date delivered or sent if delivered personally or
sent by fax or email transmission at the address for service
provided herein during normal business hours on a business day, or
otherwise on the next business day.
17. ENFORCEMENT
The
Parties agree that irreparable damage would occur if any of the
provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. It is accordingly
agreed that the Parties are entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof, on a non-exclusive
basis, in any court of the Province of British Columbia having
jurisdiction, this being in addition to any other remedy to which
such Party is entitled at law or in equity.
18. EXPENSES
The
Parties agree to pay their own respective expenses incurred in
connection with this Agreement.
19. FURTHER
ASSURANCES
Each of
the Securityholder and Eastmain will, from time to time, execute
and deliver all such further documents and instruments and do all
such acts and things as the other party may reasonably require (at
the requesting Party’s cost) to effectively carry out or
better evidence or perfect the full intent and meaning of this
Agreement.
20. DISCLOSURE
The
Parties consent to the disclosure of the substance of this
Agreement in any press release required by applicable Laws or any
circular relating to the Auryn Meeting and to the filing of this
Agreement as may be required pursuant to applicable Laws. A copy of
this Agreement may be provided to the directors of
Auryn.
21. COUNTERPART
EXECUTION
This
letter may be signed by electronic means and in counterparts,
which, together, are deemed to constitute one valid and binding
agreement and delivery of such counterparts may be effected by
means of email or other electronic means.
[Remainder
of page intentionally left blank]
10
EASTMAIN
RESOURCES INC.
By: /s/ Xxxxx Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
Chief Executive Officer
[Signature Page to the Auryn Voting and Support
Agreement]
11
Acceptance
by Securityholder
The foregoing is hereby accepted as of and with effect from the 29th day of July, 2020 and the undersigned hereby confirms that the undersigned beneficially owns, directly or indirectly, or has control or direction over the securities indicated below:
Securities
of Auryn
|
Number
of Securities
|
Auryn
Shares
|
0
|
Auryn
Options
|
0
(150,000 committed as part of employment
contract)
|
Auryn
Warrants
|
0
|
Other
Securities
|
0
|
|
|
/s/ Xxxxxxxxx Xxxxx
|
Signature of Witness
|
|
Signature of Securityholder or, if a
corporation, authorized signing officer of
the Securityholder
Xxxxxxxxx Xxxxx
|
Name of
Witness (Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[Redacted
– personal information]
|
|
|
|
|
|
Facsimile:
|
|
|
Email:
[Redacted – personal
information]
|
12
Acceptance
by Securityholder
The foregoing is hereby accepted as of and with effect from the 29th day of July, 2020 and the undersigned hereby confirms that the undersigned beneficially owns, directly or indirectly, or has control or direction over the securities indicated below:
Securities
of Auryn
|
Number
of Securities
|
Auryn
Shares
|
201,000
|
Auryn
Options
|
530,000
|
Auryn
Warrants
|
Nil
|
Other
Securities
|
Nil
|
|
|
/s/ Xxxxxxx Xxxxxxxxxx
|
Signature of
Witness
|
|
Signature of
Securityholder or, if a
corporation,
authorized signing officer of
the
Securityholder
Xxxxxxx
Xxxxxxxxxx
|
Name of Witness
(Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[Redacted – personal
information]
|
|
|
|
|
|
Facsimile:
[Redacted – personal
information]
|
|
|
Email:
[Redacted – personal
information]
|
13
Acceptance
by Securityholder
The foregoing is hereby accepted as of and with effect from the 29th day of July, 2020 and the undersigned hereby confirms that the undersigned beneficially owns, directly or indirectly, or has control or direction over the securities indicated below:
Securities
of Auryn
|
Number
of Securities
|
Auryn
Shares
|
85,784
|
Auryn
Options
|
260,000
|
Auryn
Warrants
|
Nil
|
Other
Securities
|
Nil
|
|
|
/s/ Xxxxxx Xxxxxxxx
|
Signature of
Witness
|
|
Signature of
Securityholder or, if a
corporation,
authorized signing officer of
the
Securityholder
Xxxxxx
Xxxxxxxx
|
Name of Witness
(Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[Redacted – personal
information]
|
|
|
|
|
|
Facsimile:
[Redacted – personal
information]
|
|
|
Email:
[Redacted – personal
information]
|
14
Acceptance
by Securityholder
The foregoing is hereby accepted as of and with effect from the 29th day of July, 2020 and the undersigned hereby confirms that the undersigned beneficially owns, directly or indirectly, or has control or direction over the securities indicated below:
Securities
of Auryn
|
Number
of Securities
|
Auryn
Shares
|
2,912,633
|
Auryn
Options
|
655,000
|
Auryn
Warrants
|
0
|
Other
Securities
|
|
|
|
/s/ Xxxxx Xxxxxxx
|
Signature of
Witness
|
|
Signature of
Securityholder or, if a
corporation,
authorized signing officer of
the
Securityholder
Xxxxx
Xxxxxxx
|
Name of Witness
(Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[Redacted – personal
information]
|
|
|
|
|
|
Facsimile:
|
|
|
Email:
[Redacted – personal
information]
|
15
Acceptance
by Securityholder
The foregoing is hereby accepted as of and with effect from the 29th day of July, 2020 and the undersigned hereby confirms that the undersigned beneficially owns, directly or indirectly, or has control or direction over the securities indicated below:
Securities
of Auryn
|
Number
of Securities
|
Auryn
Shares
|
4,933,000
|
Auryn
Options
|
655,000
|
Auryn
Warrants
|
Nil
|
Other
Securities
|
Nil
|
|
|
/s/ Xxxx Xxxxx
|
Signature of
Witness
|
|
Signature of
Securityholder or, if a
corporation,
authorized signing officer of
the
Securityholder
Xxxx
Xxxxx
|
Name of Witness
(Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[Redacted – personal
information]
|
|
|
|
|
|
Facsimile:
[Redacted – personal
information]
|
|
|
Email:
[Redacted – personal
information]
|
16
Acceptance
by Securityholder
The foregoing is hereby accepted as of and with effect from the 29th day of July, 2020 and the undersigned hereby confirms that the undersigned beneficially owns, directly or indirectly, or has control or direction over the securities indicated below:
Securities
of Auryn
|
Number
of Securities
|
Auryn
Shares
|
125,000
|
Auryn
Options
|
570,000
|
Auryn
Warrants
|
|
Other
Securities
|
|
|
|
/s/ Xxxxx Xxxxxxxx
|
Signature of
Witness
|
|
Signature of
Securityholder or, if a
corporation,
authorized signing officer of
the
Securityholder
Xxxxx
Xxxxxxxx
|
Name of Witness
(Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[Redacted – personal
information]
|
|
|
|
|
|
Facsimile:
[Redacted – personal
information]
|
|
|
Email:
[Redacted – personal
information]
|
17
Acceptance
by Securityholder
The foregoing is hereby accepted as of and with effect from the 29th day of July, 2020 and the undersigned hereby confirms that the undersigned beneficially owns, directly or indirectly, or has control or direction over the securities indicated below:
Securities
of Auryn
|
Number
of Securities
|
Auryn
Shares
|
Nil
|
Auryn
Options
|
205,000
|
Auryn
Warrants
|
Nil
|
Other
Securities
|
Nil
|
|
|
/s/Xxxxx Xxxxxx
|
Signature of
Witness
|
|
Signature of
Securityholder or, if a
corporation,
authorized signing officer of
the
Securityholder
Xxxxx
Xxxxxx
|
Name of Witness
(Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[Redacted – personal
information]
|
|
|
|
|
|
Facsimile:
[Redacted – personal
information]
|
|
|
Email:
[Redacted – personal
information]
|
18
Acceptance
by Securityholder
The foregoing is hereby accepted as of and with effect from the 29th day of July, 2020 and the undersigned hereby confirms that the undersigned beneficially owns, directly or indirectly, or has control or direction over the securities indicated below:
Securities
of Auryn
|
Number
of Securities
|
Auryn
Shares
|
1,034,699
|
Auryn
Options
|
260,000
|
Auryn
Warrants
|
Nil
|
Other
Securities
|
Nil
|
|
|
/s/ Xxxxx Xxxx
|
Signature of
Witness
|
|
Signature of
Securityholder or, if a
corporation,
authorized signing officer of
the
Securityholder
Xxxxx
Xxxx
|
Name of Witness
(Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[Redacted – personal
information]
|
|
|
|
|
|
Facsimile:
[Redacted – personal
information]
|
|
|
Email:
[Redacted – personal
information]
|
19
Acceptance
by Securityholder
The foregoing is hereby accepted as of and with effect from the 29th day of July, 2020 and the undersigned hereby confirms that the undersigned beneficially owns, directly or indirectly, or has control or direction over the securities indicated below:
Securities
of Auryn
|
Number
of Securities
|
Auryn
Shares
|
2,950,000
|
Auryn
Options
|
330,000
|
Auryn
Warrants
|
Nil
|
Other
Securities
|
Nil
|
|
|
/s/ Xxxxxxx Xxxxxxx
|
Signature of
Witness
|
|
Signature of
Securityholder or, if a
corporation,
authorized signing officer of
the
Securityholder
Xxxxxxx
Xxxxxxx
|
Name of Witness
(Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[Redacted – personal
information]
|
|
|
|
|
|
Facsimile:
[Redacted – personal
information]
|
|
|
Email:
[Redacted – personal
information]
|
20
Acceptance
by Securityholder
The foregoing is hereby accepted as of and with effect from the 29th day of July, 2020 and the undersigned hereby confirms that the undersigned beneficially owns, directly or indirectly, or has control or direction over the securities indicated below:
Securities
of Auryn
|
Number
of Securities
|
Auryn
Shares
|
800,000
|
Auryn
Options
|
260,000
|
Auryn
Warrants
|
Nil
|
Other
Securities
|
Nil
|
|
|
/s/ Xxxxxxx Xxxxx
|
Signature of
Witness
|
|
Signature of
Securityholder or, if a
corporation,
authorized signing officer of
the
Securityholder
Xxxxxxx
Xxxxx
|
Name of Witness
(Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[Redacted – personal
information]
|
|
|
|
|
|
Facsimile:
[Redacted – personal
information]
|
|
|
Email:
[Redacted – personal
information]
|
21
Acceptance
by Securityholder
The foregoing is hereby accepted as of and with effect from the 29th day of July, 2020 and the undersigned hereby confirms that the undersigned beneficially owns, directly or indirectly, or has control or direction over the securities indicated below:
Securities
of Auryn
|
Number
of Securities
|
Auryn
Shares
|
Nil
|
Auryn
Options
|
330,000
|
Auryn
Warrants
|
Nil
|
Other
Securities
|
Nil
|
|
|
/s/ Xxxxxxx Xxxxxxx
|
Signature of
Witness
|
|
Signature of
Securityholder or, if a
corporation,
authorized signing officer of
the
Securityholder
Xxxxxxx
Xxxxxxx
|
Name of Witness
(Please print)
|
|
Name of
Securityholder (Please print)
|
|
|
Address:
[Redacted – personal
information]
|
|
|
|
|
|
Facsimile:
[Redacted – personal
information]
|
|
|
Email:
[Redacted – personal
information]
|
22