VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 24th, 2021 • Fury Gold Mines LTD • Gold and silver ores • British Columbia
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”).
ARRANGEMENT AGREEMENT Made amongst EASTMAIN RESOURCES INC. (“EASTMAIN”) - and - AURYN RESOURCES INC. (“AURYN”) - and - 1258618 B.C. LTD. (“SPINCO SOMBRERO”) -and- 1258620 B.C. LTD. (“SPINCO CURIBAYA”) July 29, 2020Arrangement Agreement • February 24th, 2021 • Fury Gold Mines LTD • Gold and silver ores • British Columbia
Auryn and Eastmain desire to effect a corporate business combination to combine their Canadian mineral businesses provided that Auryn first distributes to its shareholders (the “Auryn Shareholders”) the common shares (the “SpinCo Shares”) of two recently formed British Columbia subsidiaries (“SpinCos) which will own the shares, intercompany debt and any other assets related to Auryn’s Peruvian Subsidiaries (as defined below);
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 24th, 2021 • Fury Gold Mines LTD • Gold and silver ores • British Columbia
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 Auryn, Eastmain, 1258618 B.C. Ltd. and 1258620 B.C. Ltd. dated the date hereof, pursuant to which the securities of Eastmain held by the securityholder (the “Securityholder”) will be acquired by Auryn (collectively, the “Transaction”).
