representative work

Auryn to Acquire Eastmain Resources, Creating a Leading Canadian Gold Developer

07/29/2020

On July 29, 2020, Auryn Resources Inc. and Eastmain Resources Inc. entered into a definitive agreement pursuant to which Auryn will acquire all of the issued and outstanding shares of Eastmain, immediately following a spin out of Auryn’s Peruvian projects to Auryn shareholders and completion of a concurrent financing. The transaction will create Fury Gold Mines Limited and two independent spin-out entities (“SpinCos”) which will hold Auryn’s Peruvian projects.

Concurrent with the spin-out, Fury Gold will consolidate its shares by approximately 10:7 such that approximately 110 million Fury Gold shares will be outstanding after the Eastmain acquisition, of which 69% will be owned by current Auryn shareholders and 31% will be owned by current Eastmain shareholders. Pursuant to the closing of the transaction, Eastmain shareholders will be entitled to receive approximately 0.117 of a Fury Gold share for each Eastmain share. After adjustment for the assumed value of the SpinCo shares, the $121 million offer represents approximately $0.42 per Eastmain share, representing a premium of 137% to the closing market price of the Eastmain shares on July 29, 2020.

The transaction is expected to close before the end of 2020.

Cassels is acting for Eastmain with a deal team that includes Jay Goldman, Lindsay Clements, Jennifer Campbell, Jasmine Qin and Tiffany Chiu (Securities, M&A and Mining), Chris Norton (Tax), and Robert Lysy (Real Estate & Development).