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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/15/23 Fury Gold Mines Ltd. F-10 11:1.1M Newsfile Corp./FA |
Document/Exhibit Description Pages Size
1: F-10 Registration Statement by a Canadian Issuer -- HTML 237K
formf10
2: EX-5.1 Opinion of Counsel re: Legality -- exhibit5-1 HTML 6K
3: EX-5.2 Opinion of Counsel re: Legality -- exhibit5-2 HTML 8K
4: EX-5.3 Opinion of Counsel re: Legality -- exhibit5-3 HTML 7K
5: EX-5.4 Opinion of Counsel re: Legality -- exhibit5-4 HTML 7K
6: EX-5.5 Opinion of Counsel re: Legality -- exhibit5-5 HTML 7K
7: EX-5.6 Opinion of Counsel re: Legality -- exhibit5-6 HTML 7K
8: EX-5.7 Opinion of Counsel re: Legality -- exhibit5-7 HTML 6K
9: EX-5.8 Opinion of Counsel re: Legality -- exhibit5-8 HTML 6K
11: EX-FILING FEES Filing Fees -- exhibitfilingfees HTML 22K
10: EX-7.1 Correspondence from an Accountant re: Non-Reliance HTML 494K
on a Previously Issued Audit Report or Completed
Interim Review -- exhibit7-1
| Fury Gold Mines Limited: Form F-10 - Filed by newsfilecorp.com |
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As filed with the Securities and Exchange Commission on June 14, 2023 |
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Registration No. [●] |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-10
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FURY GOLD MINES LIMITED
(Exact name of the Registrant as specified in its charter)
British Columbia
(Province or other jurisdiction of incorporation or organization)
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1040 |
Not Applicable |
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(Primary Standard Industrial |
(I.R.S. Employer |
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Classification Code Number) |
Identification Number) |
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1630-1177 West Hastings Street
Vancouver, British Columbia,
Canada V6E 2K3
Telephone: (844) 604-0841
(Address and telephone number of Registrant's principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Telephone: (302) 738-6680
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
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Lynsey Sherry, Chief Financial Officer |
Michael H. Taylor |
Approximate date of commencement of proposed sale of the securities to the public:
From time to time after this Registration Statement becomes effective.
Province of British Columbia, Canada
(Principal jurisdiction regulating this offering)
It is proposed that this filing shall become effective (check appropriate box below):
A. ☐ upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B. ☒ at some future date (check appropriate box below)
1. ☐ pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than 7 calendar days after filing).
2. ☐ pursuant to Rule 467(b) on (date) at (time) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (date).
3. ☐ pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
4. ☒ after the filing of the next amendment to this Form (if preliminary material is being filed).
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction's shelf prospectus offering procedures, check the following box. ☒
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registration statement shall become effective as provided in Rule 467 under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or on such date as the Commission, acting pursuant to Section 8(a) of the U.S. Securities Act, may determine.
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This preliminary short form base shelf prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.
Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission but is not yet effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Information has been incorporated by reference in this prospectus from documents filed with or furnished to the United States Securities and Exchange Commission and with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Fury Gold Mines Limited at, 1630 1177 West Hastings Street, Vancouver BC, V6E 2K3 ,telephone (778) 729-0600 and are also available electronically at www.sec.gov/edgar.shtml or www.sedar.com.
SUBJECT TO COMPLETION, DATED JUNE 14, 2023
PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS
| New Issue | June 14, 2023 |
FURY GOLD MINES LIMITED
$200,000,000
Common Shares
Preferred Shares
Subscription Receipts
Warrants
Debt Securities
Units
Fury Gold Mines Limited ("Fury Gold", "we", or the "Company") may from time to time offer and issue the following securities pursuant to this short form base shelf prospectus (the "Prospectus"): (i) common shares (the "Common Shares"); (ii) preferred shares ("Preferred Shares"); (iii) subscription receipts of the Company (the "Subscription Receipts"); (iv) warrants of the Company (the "Warrants"); (v) debt securities (the "Debt Securities") and (vi) securities comprised of more than one of the Common Shares, Preferred Shares, Subscription Receipts, Warrants and/or Debt Securities offered together as a unit (the "Units"). The Common Shares, Preferred Shares, Subscription Receipts, Warrants and/or Debt Securities and Units comprised of such securities (collectively, the "Securities") may be offered separately or together, in separate series, in amounts, at prices and on terms based on market conditions at the time of sale and to be set forth in one or more shelf prospectus supplements (each, a "Prospectus Supplement") to be incorporated by reference in this Prospectus for the purpose of such offering.
The outstanding Common Shares are listed on the Toronto Stock Exchange (the “TSX”) under the symbol “FURY” and on the NYSE American LLC (the “NYSE American”) under the symbol “FURY”. On June 13, 2023, the last reported trading day prior to the date hereof, the closing price of the Common Shares on the TSX and the NYSE American was $0.58 and US$0.439, respectively.
All shelf information not included in this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus, except in cases where an exemption from such delivery requirements has been obtained. The aggregate initial offering price of Securities that may be sold pursuant to this Prospectus during the 25-month period that this Prospectus, including any amendments hereto, remains valid, including by way of transactions that are deemed to be "at-the-market distributions" as defined in National Instrument 44-102 - Shelf Distributions ("NI 44-102"), is limited to C$200,000,000 (or the equivalent thereof in any other currency used to denominate Securities based on the applicable exchange rate at the time of issuance of such Securities).
We are permitted, as a Canadian issuer, under the multi-jurisdictional disclosure system adopted by the securities regulatory authorities in the United States and Canada, to prepare this Prospectus and any Prospectus Supplement in accordance with Canadian disclosure requirements. You should be aware that such requirements are different from those of the United States.
The consolidated financial statements of the Company incorporated by reference herein are reported in Canadian dollars and have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and thus may not be comparable to financial statements of United States companies.
Your ability to enforce civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the laws of British Columbia, Canada, that the majority of the Company’s directors and executive officers may be residents of Canada, that some or all of the experts named in this Prospectus or in any Prospectus Supplement may be residents of Canada, that certain of the underwriters, dealers or agents named in any Prospectus Supplement may be residents of a country other than the United States, and that some or all of the Company’s and such other persons’ assets may be located outside the United States.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR ANY STATE OR CANADIAN SECURITIES COMMISSION OR REGULATORY AUTHORITY, NOR HAS THE SEC OR ANY STATE OR CANADIAN SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
You should be aware that the acquisition of the Securities described herein may have tax consequences both in the United States and in Canada. You should read the tax discussion in any applicable Prospectus Supplement; however, this Prospectus or any applicable Prospectus Supplement may not fully describe these tax consequences, and you should consult your tax adviser prior to making any investment in the Securities.
Investments in the Securities being offered is highly speculative and involves significant risks that you should consider before purchasing such Securities. You should carefully review the risks outlined in this Prospectus (including any Prospectus Supplement) and in the documents incorporated by reference as well as the information under the heading "Caution Regarding Forward-Looking Information and Statements" and consider such risks and information in connection with an investment in the Securities. See "Risk Factors".
The specific terms of the Securities in respect of which this Prospectus is being delivered will be set forth in the applicable Prospectus Supplement and may include, where applicable: (A) in the case of Common Shares, (i) the number of Common Shares offered; (ii) the offering price (in the event that the offering is a fixed price distribution); (iv) the manner of determining the offering price(s) (in the event that the offering is not a fixed price distribution); and (iv) any other material specific terms; (B) in the case of Preferred Shares, (i) the series and number of Preferred Shares offered; (ii) the offering price (in the event that the offering is a fixed price distribution); (iv) the manner of determining the offering price(s) (in the event that the offering is not a fixed price distribution); and (iv) the rights and restrictions of such Preferred Shares, in particular whether the Preferred Shares have priority on wind-up, voting rights, cumulative dividend rights, and any other material specific terms; (C) in the case of Subscription Receipts, (i) the number of Subscription Receipts; (ii) the price at which the Subscription Receipts will be offered and whether the price is payable in instalments; (iii) conditions to the exchange of Subscription Receipts for Securities and the consequences of such conditions not being satisfied; (iv) the procedures for the exchange of the Subscription Receipts for Securities; (v) the number of underlying Securities that may be exchanged upon exercise of each Subscription Receipt; (vi) the dates or periods during which the Subscription Receipts may be exchanged for Securities; (vii) whether the Subscription Receipts and underlying Securities will be listed on any securities exchange; (viii) whether the Subscription Receipts and underlying Securities will be issued in fully registered or "book-entry only" form; (ix) any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts; (x) any risk factors associated with the Subscription Receipts and underlying Securities; and (xi) any other material specific terms; (D) in the case of Warrants, (i) the designation of the Warrants; (ii) the aggregate number of Warrants offered and the offering price; (iii) the quantity and terms of the Securities purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers; (iv) the exercise price of the Warrants; (v) the dates or periods during which the Warrants are exercisable; (vi) any minimum or maximum number of Warrants that may be exercised at any one time; (vii) whether the Warrants will be listed on any securities exchange; (viii) any terms, procedures and limitations relating to the transferability or exercise of the Warrants; (ix) whether the Warrants will be issued in fully registered or "book-entry only" form; (x) any other rights, privileges, restrictions and conditions attaching to the Warrants; (xi) any risk factors associated with the Warrants; and (xii) any other material specific terms; (E) in the case of Debt Securities, (i) the principal amount thereof;(ii) the date(s) of repayment thereof (iii) the interest rate(s) applicable thereto, (iv) whether secured or unsecured and the nature of any security or assets charges related thereto, (v) any rights of conversion into other Securities and (vi) the positive and negative covenants and the consequences of events of default thereof; and (F) in the case of Units, (i) the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately; (ii) any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of any Securities comprising the Units; (iii) whether the Units will be issued in fully registered or "book-entry only" form; (iv) any risk factors associated with the Units; (v) whether the Units and the Securities comprising the Units will be listed on any securities exchange; and (vi) any other material specific terms.
(ii)
A Prospectus Supplement may include specific variable terms pertaining to the Securities that are not within the alternatives and parameters described in this Prospectus.
Unless otherwise specified in the applicable Prospectus Supplement, any Preferred Shares, Subscription Receipts, Warrants, Debt Securities and Units (non-separable, coupled securities) offered will not be listed on any securities or stock exchange or on any automated dealer quotation system. There is no market through which the Securities other than the Common Shares may be sold, and purchasers may not be able to resell such Securities purchased under this Prospectus and the applicable Prospectus Supplements. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities, and the extent of issuer regulation. See "Risk Factors - No market for the Securities" as well as the "Risk Factors" section of the applicable Prospectus Supplement.
The Securities may be sold to or through underwriters or dealers purchasing as principals, by the Company to one or more purchasers, directly pursuant to applicable statutory exemptions or through agents designated by the Company, from time to time. The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale (including, without limitation, sales deemed to be "at-the-market distributions" as defined in NI 44- 102, including sales made directly on the TSX, the NYSE American or other existing trading markets for the Securities), at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers is less than the gross proceeds paid by the underwriter, dealer or agent to the Company. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution. See "Plan of Distribution". Each Prospectus Supplement will identify each underwriter, dealer or agent engaged in connection with the offering and sale of those Securities to which the Prospectus Supplement relates, and will also set forth the method of distribution and the terms of the offering of such Securities including the net proceeds to the Company and, to the extent applicable, any fees, discounts or other compensation payable to the underwriters, dealers or agents. Unless otherwise specified in a Prospectus Supplement, the offerings are subject to approval on behalf of the Company of certain legal matters by McMillan LLP on certain Canadian and United States legal matters.
We may effect sales of the Common Shares from time to time in one or more transactions at non-fixed prices pursuant to transactions that are deemed to be "at-the-market distributions" as defined in National Instrument 44-102 - Shelf Distributions, including sales made directly on the TSX or NYSE American or other existing trading markets for the Common Shares, and as set forth in a Prospectus Supplement for such purpose. No underwriter of the at-the-market distribution, and no person or company acting jointly or in concert with an underwriter, may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the securities or securities of the same class as the securities distributed under the ATM prospectus, including selling an aggregate number or principal amount of securities that would result in the underwriter creating an over-allocation position in the securities. See "Plan of Distribution".
(iii)
Subject to any applicable securities legislation, and other than in relation to an offering by way of sales deemed to be an "at-the-market distribution", in connection with any offering of the Securities (unless otherwise specified in a Prospectus Supplement), the underwriters or agents may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities offered at levels other than those which might otherwise prevail on the open market. These transactions may be commenced, interrupted or discontinued at any time. See "Plan of Distribution".
Fury Gold's registered and records office is located at 1500 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7 and its head office is located at 1630 1177 West Hastings Street, Vancouver BC, V6E 2K3 .
Forrester (Tim) Clark, the Chief Executive Officer and a director of the Company, resides outside of Canada, and has appointed Fury Gold Mines Limited at 1630 1177 West Hastings Street, Vancouver BC, V6E 2K3, as agent for service of process. Purchasers of Securities are advised that it may not be possible for purchasers to enforce judgments obtained in Canada against any person that is resident outside of Canada, or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process. See "Service of Process and Enforceability of Civil Liabilities".
No underwriter, agent or dealer was involved in the preparation of this Prospectus or has performed any review of the contents of this Prospectus.
(iv)
ABOUT THIS PROSPECTUS
Fury Gold is a British Columbia company that is a "reporting issuer" under Canadian securities laws in each of the provinces and territories of Canada. In addition, Fury Gold's common shares are registered under Section 12(b) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"). Fury Gold's common shares are traded in Canada on the TSX under the symbol "FURY" and in the United States on the NYSE American under the symbol "FURY".
This Prospectus is a base shelf prospectus that:
Fury Gold has filed with the securities commissions in each of the provinces and territories of Canada (the "Canadian Qualifying Jurisdictions") in order to qualify the offering of the Securities described in this Prospectus in accordance with Canadian National Instrument 44-102-Shelf Distributions ("NI 44-102"); and
forms part of a registration statement on Form F-10 (the "Registration Statement") that Fury Gold has filed with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "U.S. Securities Act") under the Multilateral Jurisdiction Disclosure System between Canada and the United States (the "MJDS").
Under this shelf registration process, Fury Gold may sell any combination of the Securities described in this Prospectus in one or more offerings up to a total aggregate initial offering price of $200,000,000. This Prospectus provides you with a general description of the Securities that may be offered. Each time Fury Gold sells Securities under this Prospectus, Fury Gold will provide a Prospectus Supplement that will contain specific information about the terms of that specific offering. The specific terms of the Securities in respect of which this Prospectus is being delivered will be set forth in the Prospectus Supplement. Each shelf prospectus supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the securities to which the shelf Prospectus Supplement pertains.
You should rely only on the information contained or incorporated by reference in this Prospectus and any applicable Prospectus Supplement and on the other information included in the registration statement of which this Prospectus will form a part. We have not authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer to sell or seeking an offer to buy the Securities offered pursuant to this Prospectus in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this Prospectus and any applicable Prospectus Supplement is accurate only as of the date on the front of such document and that information contained in any document incorporated by reference is accurate only as of the date of that document, regardless of the time of delivery of this Prospectus or any applicable Prospectus Supplement or of any sale of the Securities pursuant thereto. The Company's business, financial condition, results of operations and prospects may have changed since those dates.
In this Prospectus and any Prospectus Supplement, unless otherwise indicated, all dollar amounts and references to "C$" or "$" are to Canadian dollars and references to "US$" are to U.S. dollars.
In this Prospectus and in any Prospectus Supplement, unless the context otherwise requires, references to "we", "us", "our" or similar terms, as well as references to "Fury Gold" or the "Company", refer to Fury Mines Gold Limited together, where context requires, with its subsidiaries and predecessors.
CAUTION REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
Certain statements made in this Prospectus, including the documents incorporated by reference herein, contain forward-looking information within the meaning of applicable Canadian and United States securities laws ("forward-looking statements"). These forward-looking statements are presented for the purpose of assisting the Company's securityholders and prospective investors in understanding management's views regarding those future outcomes and may not be appropriate for other purposes. When used in this Prospectus, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "seek", "propose", "estimate", "expect", and similar expressions, as they relate to the Company, are intended to identify forward-looking statements.
Forward-Looking Statements
Specific forward-looking statements in this Prospectus, including the documents incorporated by reference herein, include, but are not limited to:
the Company's exploration and financing plans;
the ability of the Company to realize the objectives of the Company's planned exploration programs;
the results of the Company's exploration programs and the likelihood of discovering or expanding resources;
the timing and amount of estimated exploration expenditures and capital raises for the Company;
the Company's estimated mineral resources and the preliminary economic assessment related thereto;
the future price of minerals, especially gold and other precious metals;
the Company's future capital expenditures and requirements, and sources and timing of additional financing;
the potential for resource expansion and ultimately mine development of the Company's Eau Claire Project), including projected production rates, potentially extractable mineralization, mine life, mineral prices, capital costs, operating costs, internal rates of return, payback and net present value;
permitting requirements and possible delays;
local indigenous and other communities engagement;
government regulation of mining operations;
environmental and climate related risks;
the possible impairment of mining interests;
any objectives, expectations, intentions, plans, results, levels of activity, goals or achievements;
our expectations regarding the ESJV; and
the liquidity of the Common Shares.
Assumptions
The forward-looking statements contained in this Prospectus represent the Company's views only as of the date such statements were made. Forward-looking statements contained in this Prospectus are based on management's plans, estimates, projections, beliefs and opinions as at the time such statements were made and the assumptions related to these plans, estimates, projections, beliefs and opinions may change. Such assumptions, which may prove to be incorrect, include:
the Company's budgeting plans, expected exploration costs, assumptions regarding market conditions and other factors upon which the Company has based its expenditure and funding expectations;
the Company will be able to raise additional capital to proceed with its exploration, development and operations plans;
the Company will be able to obtain or renew the licenses, permits and regulatory approvals necessary for its planned exploration;
the Company will ultimately be able to obtain the licenses, permits and regulatory approvals necessary for the development, construction and commencement of new operations; production and cost estimates;
the Company's plan of operations will not be adversely impacted by climate change, extreme weather events, water scarcity, and seismic events, and the Company's strategies to deal with these issues will be effective;
the Company's exploration plans will not be adversely impacted by declines in prices of precious metals;
operations and financial markets will not in the long term be adversely impacted by wars or pandemics;
the Company will be able to recruit and retain qualified personnel to pursue its business operations;
the Company's mineral reserve and resource estimates, and the assumptions upon which they are based, are reasonably accurate; and
the Company will be able to comply with current and future environmental, safety and other regulatory requirements and to obtain and maintain local community support.
Although the Company believes that the assumptions and expectations reflected in those forward-looking statements were reasonable at the time such statements were made, there can be no assurance that such assumptions and expectations will prove to be correct. The Company cannot guarantee future results, levels of activity, performance or achievements and actual results or developments may differ materially from those contemplated by the forward-looking statements. The Company does not undertake to update any forward-looking statements, except to the extent required by applicable securities laws.
Risks and Uncertainties
Inherent in the forward-looking statements are known and unknown risks, uncertainties and other factors beyond the Company's ability to control or predict, that may cause the actual results, performance or achievements of the Company, or developments in the Company's business or in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements. Some of the risks and other factors (some of which are beyond the Company's control) which could cause results to differ materially from those expressed in the forward-looking statements and information contained in this Prospectus, including the documents incorporated by reference herein, include, but are not limited to, risks related to:
fluctuations in the current and projected prices for gold and other precious metals and certain other commodities (such as water, natural gas, fuel oil and electricity) which are needed to explore for and ultimately produce these metals;
the Company does not earn any revenues from its business and has history of losses and negative cash flows from operations, each of which is expected to continue in the future;
the Company may not be able to secure additional financings, including equity financings, to continue the planned exploration of its mineral properties;
the Company's exploration programs are inherently risky and may overrun on costs and not be successful in achieving the targeted objectives or result in the discovery of new resources or the expansion of existing resources;
the Company's plan of operations involves risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, potential unintended releases of contaminants, industrial accidents, unusual or unexpected geological or structural formations, pressures, cave-ins and flooding);
the Company's Eau Claire PEA (as hereinafter defined) is not supported by any preliminary or final feasibility study and there is a substantial risk that the projected economics indicated by the Eau Claire PEA may not be achieved;
environmental risks and remediation measures, including evolving environmental regulations and legislation;
changes in laws and regulations may adversely impact the Company's planned exploration and mining activities;
the Company's mineral properties being subject to prior unregistered agreements, transfers or claims and other defects in title as well as other legal and litigation risks;
the continuation of our management team and our ability to secure the specialized skill and knowledge necessary to operate in the mining industry;
relations with and claims by local communities and non-governmental organizations, including relations with and claims by indigenous populations;
the effectiveness of the Company's internal control over financial reporting;
cybersecurity and other reputational risks
general business, economic, competitive, political and social uncertainties;
the effects of climate change, extreme weather events, water scarcity, and seismic events, and the effectiveness of strategies to deal with these issues;
there may be no trading market for any Preferred Shares, Subscription Receipts, Warrants, Debt Securities or Units that may be offered pursuant to this Prospectus and any Prospectus Supplement.
While the Company believes the above represents a list of the principal risks its faces, these are known risks and there are likely unknown risks faced by the Company and therefore it cannot disclose an exhaustive list of the risk and other factors that may affect any of the Company's forward- looking statements. Some of these risks and other factors are discussed in more detail in the sections entitled "Risk Factors" in this Prospectus, "Cautionary Note Regarding Forward-Looking Statements" in the AIF and "Forward- Looking Statements and Risk Factors" in the "Management's Discussion and Analysis" contained in the Annual MD&A. Investors and others should carefully consider these risks and other factors and not place heavy reliance on the forward-looking statements. Further information regarding these and other risk factors is included in the Company's public filings with the applicable provincial securities regulatory authorities, which can be found on SEDAR website at www.sedar.com, and with the SEC, which can be found on EDGAR website at www.sec.gov/edgar.shtml.
In addition, forward-looking financial information with respect to potential outlook and future financial results contained in this Prospectus is based on assumptions about future events, including economic conditions and proposed courses of action, based on management's reasonable assessment of the relevant information available as at the date of such forward-looking financial information. Readers are cautioned that any such forward-looking financial information should also not be heavily relied on.
CAUTIONARY NOTE TO UNITED STATES INVESTORS REGARDING PRESENTATION OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES
This Prospectus, including the documents incorporate by reference herein, uses the terms "mineral reserve", "proven mineral reserve", "probable mineral reserve", "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource", which are Canadian mining terms as defined in, and required to be disclosed in accordance with, National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), which references the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") - CIM Definition Standards on Mineral Resources and Mineral Reserves ("CIM Definition Standards"), adopted by the CIM Council, as amended. However, these terms are not defined terms under SEC Industry Guide 7 ("SEC Industry Guide 7") under the United States Securities Act of 1933, as amended, and normally are not permitted to be used in reports and registration statements filed with the SEC. The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the Exchange Act. These amendments became effective February 25, 2019 (the "SEC Modernization Rules") with compliance required for the first fiscal year beginning on or after January 1, 2021. The SEC Modernization Rules replace the historical disclosure requirements for mining registrants that were included in SEC Industry Guide 7. As a foreign private issuer that files its annual report on Form 40-F with the SEC pursuant to the multi-jurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Definition Standards. If the Company ceases to be a foreign private issuer or loses its eligibility to file its annual report on Form 40-F pursuant to the multi-jurisdictional disclosure system, then the Company will be subject to the SEC Modernization Rules which differ from the requirements of NI 43-101 and the CIM Definition Standards.
United States investors are cautioned that there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any "measured mineral resources", "indicated mineral resources" or "inferred mineral resources" that the Company reports are or will be economically or legally mineable. Further, "inferred mineral resources" have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. In accordance with Canadian securities laws, estimates of "inferred mineral resources" cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101. 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 a preliminary economic assessment cannot support an estimate of either "proven mineral reserves" or "probable mineral reserves" and that no feasibility studies have been completed on the Company's mineral properties.
Accordingly, information contained in this Prospectus, any Prospectus Supplement and the documents incorporated by reference herein and therein describing the Company's mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
See the heading "Resource Category (Classification) Definitions" in the AIF (as defined herein), which is incorporated by reference herein, for a description of certain of the mining terms used in this Prospectus and the documents incorporated by reference herein.
DOCUMENTS INCORPORATED BY REFERENCE
Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada, which have also been filed with, or furnished to, the SEC.
The following documents of the Company, filed with securities commissions or similar authorities in Canada, and filed with, or furnished to, the SEC, are specifically incorporated by reference in and form an integral part of this Prospectus:
(a) the Company's annual information form dated March 24, 2023 for the year ended December 31, 2022 (the "2022 AIF");
(b) the audited consolidated financial statements of the Company as at and for the years ended December 31, 2022 and 2021 and the report of the independent registered public accounting firm thereon;
(c) management's discussion and analysis of the Company for the year ended December 31, 2022 (the "2022 Annual MD&A");
(d) the unaudited condensed interim consolidated financial statements of the Company for the three months ended March 31, 2023;
(e) management's discussion and analysis of the Company for the three months ended March 31, 2023;
(f) the management information circular of the Company dated May 18, 2023 with respect to the annual general meeting of shareholders of the Company to be held on June 29, 2023; and
(g) the material change report of the Company dated March 29, 2023 in respect of the completion of a bought deal private placement of 6,076,500 Shares of the Company
All documents of the Company of the type described in Section 11.1(1) of Form 44-101F1 - Short Form Prospectus to National Instrument 44-101 - Short Form Prospectus Distributions ("NI 44-101"), if filed by the Company with the provincial securities commissions or similar authorities in Canada after the date of this Prospectus and during the currency of this Prospectus, shall be deemed to be incorporated by reference in this Prospectus. In addition, to the extent that any document or information incorporated by reference in this Prospectus is included in any report on Form 6-K, Form 40-F or Form 20-F (or any respective successor form) that is filed with or furnished to the SEC after the date of this Prospectus, such document or information shall be deemed to be incorporated by reference as an exhibit to the Registration Statement on Form F-10 of which this Prospectus forms a part. In addition, the Company may incorporate by reference in this Prospectus, or the Registration Statement on Form F-10 of which it forms a part, other information from documents that the Company will file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, if and to the extent expressly provided therein.
Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Company at its head office at 1630 1177 West Hastings Street, Vancouver BC, V6E 2K3, telephone (778) 729-0600, and are also available electronically in Canada through SEDAR at www.sedar.com or in the United States through EDGAR at the website of the SEC at www.sec.gov. The filings of the Company through SEDAR and EDGAR are not incorporated by reference in this Prospectus except as specifically set out herein.
Any template version of any "marketing materials" (as such term is defined in NI 44-101) filed after the date of a Prospectus Supplement and before the termination of the distribution of the Securities offered pursuant to such Prospectus Supplement (together with this Prospectus) is deemed to be incorporated by reference in such Prospectus Supplement.
A Prospectus Supplement containing the specific terms in respect of any Securities and the offering thereof will be delivered, together with this Prospectus, to purchasers of such Securities (except in cases where an exemption from such delivery requirements has been obtained) and will be deemed to be incorporated into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement, but only for the purposes of the distribution of the Securities to which such Prospectus Supplement pertains.
Furthermore, the Company may determine to incorporate into any Prospectus Supplement to this Prospectus, including any Prospectus Supplement that it files in respect of an "at-the-market" offering, any news release that the Company disseminates in respect of previously undisclosed information that, in the Company's determination, constitutes a "material fact" (as such term is defined under applicable Canadian securities laws). In this event, the Company will identify such news release as a "designated news release" for the purposes of the Prospectus in writing on the face page of the version of such news release that the Company files on SEDAR (any such news release, a "Designated News Release"), and any such Designated News Release shall be deemed to be incorporated by reference into the Prospectus Supplement for the offering in respect to which the Prospectus Supplement relates. These documents will be available through SEDAR.
Any statement contained herein, including any document (or part of a document) incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other currently or subsequently filed document (or part of a document) that is later dated and 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 that 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 be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
Upon a new interim financial report and related management's discussion and analysis of the Company being filed with the applicable securities regulatory authorities during the currency of this Prospectus, the previous interim financial report and related management's discussion and analysis of the Company most recently filed shall be deemed no longer to be incorporated by reference in this Prospectus for purposes of future offers and sales of Securities hereunder. Upon new annual financial statements and related management's discussion and analysis of the Company being filed with the applicable securities regulatory authorities during the currency of this Prospectus, the previous annual financial statements and related management's discussion and analysis of the Company most recently filed shall be deemed no longer to be incorporated by reference in this Prospectus for purposes of future offers and sales of Securities hereunder.
Upon a new annual information form of the Company being filed with the applicable securities regulatory authorities during the currency of this Prospectus, notwithstanding anything herein to the contrary, the following documents shall be deemed no longer to be incorporated by reference in this Prospectus for purposes of future offers and sales of Securities hereunder: (i) the previous annual information form; (ii) material change reports filed by the Company prior to the end of the financial year in respect of which the new annual information form is filed; (iii) business acquisition reports filed by the Company for acquisitions completed prior to the beginning of the financial year in respect of which the new annual information form is filed; and (iv) any information circular of the Company filed prior to the beginning of the Company's financial year in respect of which the new annual information form is filed. Upon a new management information circular prepared in connection with an annual general meeting of shareholders of the Company being filed with the applicable securities regulatory authorities during the currency of this Prospectus, the previous management information circular prepared in connection with an annual general meeting of the Company shall be deemed no longer to be incorporated by reference in this Prospectus for the purposes of future offerings and sales of Securities hereunder. Upon a new management information circular for an annual meeting of shareholders being filed by the Company with the applicable securities regulatory authorities during the currency of this Prospectus, the previous management information circular for an annual general meeting of the shareholders of the Company (unless such management information circular also related to a special meeting of the shareholders of the Company) most recently filed shall be deemed no longer to be incorporated by reference in this Prospectus for purposes of future offers and sales of Securities hereunder.
References to Fury Gold's website in any documents that are incorporated by reference in this Prospectus do not incorporate by reference the information on such website into this Prospectus.
TECHNICAL AND THIRD-PARTY INFORMATION
Except where otherwise stated, the scientific and technical information relating to the Eau Claire Project and the Committee Bay Project (as hereinafter defined) and set forth in this Prospectus and in the documents incorporated by reference is based on technical reports prepared in accordance with NI 43-101 titled as follows:
(a) in respect of the Eau Claire Project, the technical report entitled "Technical Report, Updated Mineral Resource Estimate and Preliminary Economic Assessment on the Eau Claire Gold Deposit, Clearwater Property, Québec, Canada" dated effective February 4, 2018, prepared by Eugene Puritch, P.Eng., FEC, CET, Antoine Yassa, P.Geo., Andrew Bradfield, P.Eng., Allan Armitage, Ph.D., P.Geo. (the "Eau Claire Report"); and
(b) in respect of the Committee Bay Project, the amended and restated technical report entitled "Technical Report on the Committee Bay Project, Nunavut Territory, Canada" dated October 23, 2017, and with an effective date of May 31, 2017, prepared by David Ross, M.Sc., P.Geo., as principal geologist for Roscoe Postle Associates Inc. (now SLR Consulting (Canada) Ltd.) (the "Committee Bay Report" and together with the Eau Claire Report, the "Technical Reports"),
each of which has been filed with Canadian securities regulatory authorities on SEDAR (and is available at www.sedar.com).
Each of the authors of the Technical Reports listed under the heading "Interest of Experts" in this Prospectus is a "qualified person" for the purposes of NI 43-101. Certain information contained in this Prospectus and the documents incorporated by reference herein regarding the Eau Claire Project and the Committee Bay Project has been derived from the Technical Reports, is subject to certain assumptions, qualifications and procedures described in the Technical Reports and is qualified in its entirety by the full text of the Technical Reports. Reference should be made to the full text of the Technical Reports.
Additional disclosure in this Prospectus of a scientific or technical nature with respect to the Eau Claire Project arising since the date of the Eau Claire Report was reviewed and approved by David Frappier-Rivard, P.Geo, Exploration Manager of the Company, who is a "qualified person" for the purposes of NI 43-101. Additional disclosure in this Prospectus of a scientific or technical nature with respect to the Committee Bay Project arising since the date of the Committee Bay Report was reviewed and approved by Bryan Atkinson, P.Geo, Senior Vice President Exploration of the Company, who is a "qualified person" for the purposes of NI 43-101.
DESCRIPTION OF THE BUSINESS
General
Fury Gold is a Canadian-focused gold exploration company whose two principal projects are strategically positioned in two known mining regions: the Eeyou Istchee James Bay Region of Quebec and the Kitikmeot Region of Nunavut. The Company's vision is to deliver shareholder value by growing our multi-million-ounce gold portfolio through additional significant gold discoveries in Canada. The Company's two principal projects are the Eau Claire project (the "Eau Claire Project") in Québec and the Committee Bay project (the "Committee Bay Project") in Nunavut. It also holds 50.022% interest in an early-stage exploration project the Eleonore South Joint Venture ("ESJV"), with the remaining 49.978% held by Newmont Corporation ("Newmont").
The Company was incorporated on June 9, 2008, under the Business Corporations Act (British Columbia) (the "BCBCA") and is listed on the TSX and the NYSE American, with its Common Shares trading under the symbol FURY. The Company's registered and records office is located at 1055 West Georgia Street, Suite 1500, Vancouver, British Columbia, V6E 4N7, and the mailing address is 1630-1177 West Hastings Street, Vancouver, BC, V6E 2K3.
Corporate Structure
Fury Gold conducts its business through a number of wholly-owned subsidiaries. The following diagram depicts the Company's corporate structure as of December 31, 2022 and its subsidiaries, including the name, jurisdiction of incorporate and proportion of ownership in each:
Recent Developments
On May 31, 2023, the Company announced that it had mobilized a second drill to the Company's Eau Claire Project to commence the drilling program for the Percival prospect to be completed as part of the 2023 regional exploration program for the Eau Claire Project, as discussed under "Eau Claire Project - Regional Exploration" and "Use of Proceeds - Expected Cash Requirements". The Company also announced that Dr Lynsey Sherry, Chief Financial Officer ("CFO") of the Company had given notice that she was leaving the Company on June 23, 2023. Mr. Philip Van Staden, Corporate Controller of Fury Gold will be appointed interim CFO effective June 23, 2023. The Company subsequently announced on June 5, 2023 that all exploration work at the Eau Claire Project has been temporarily halted due to an emergency fire evacuation order and the order of the Quebec Minister of Natural Resources that all mining exploration activities stop immediately. The Company will monitor the situation as it progresses.
On May 15, 2023,
Mr. Brian Christie was appointed as the Chair of the Company's board of directors in place of Mr. Jeffrey Mason; and
Mr. Michael Henrichsen resigned as Chief Geological Officer, but has continued on as a consultant to Fury.
Eau Claire Project
The following disclosure relating to the Eau Claire Project derives from the Eau Claire Report but has been updated for disclosure about our 2020, 2021 and 2022 Eau Claire exploration programs. No updated resource estimates have been prepared to-date based on this additional exploration. Reference should be made to the full text of the Eau Claire Report, which is available electronically on the SEDAR website at www.sedar.com under our SEDAR profile, as the Eau Claire Report contains additional assumptions, qualifications, references, reliances and procedures which are not fully described herein. The Eau Claire Report is the only current NI 43-101 compliant technical report with respect to the Eau Claire Project and supersedes all previous technical reports. All information of a scientific or technical nature contained below and provided after the date of the Eau Claire Report has been reviewed and approved by David Frappier-Rivard, P.Geo., the Company's Exploration Manager and a qualified person for the purposes of NI 43-101. In addition, more detailed disclosure on the Eau Claire Project is provided in the 2022 AIF.
Property Description and Location
Fury Gold owns a 100%-interest in the Eau Claire Project, host to the Eau Claire gold deposit, one of five known gold deposits in the James Bay region of Québec. The largest of these, Newmont's Éléonore mine, is located 57 km NNW of the Eau Claire Project.
The Eau Claire Project is located immediately north of the Eastmain reservoir, 10 km east-northeast of Hydro Québec's EM-1 hydroelectric power facility, 80 km north of the town of Nemaska and approximately 320 km northeast of the town of Matagami and 800 km north of Montréal in the Eeyou Istchee James Bay Region of Québec. This property consists of map-designated claims, (CDC's) totaling approximately 233 km2. These claims are held 100% by Fury Gold and are currently in good standing. Permits are obtained annually for all surface exploration, particularly trenching and drilling, undertaken on the property.
2018 Mineral Resource Estimate and Preliminary Economic Analysis
2018 Eau Claire Mineral Resource
In conjunction with the preparation of the Preliminary Economic Assessment ("Eau Claire PEA") an updated NI 43-101 mineral resource estimate with an effective date of February 4, 2018 was completed and is summarized below.
Mineral Resource Estimate (effective February 4, 2018)(1-6)
|
Category |
Tonnes |
(g/t Au) |
Contained Au (oz) |
|
Measured |
906,000 |
6.63 |
193,000 |
|
Indicated |
3,388,000 |
6.06 |
660,000 |
|
Total Measured & Indicated |
4,294,000 |
6.18 |
853,000 |
|
Inferred |
2,382,000 |
6.53 |
500,000 |
Open Pit and Underground Mineral Resources (effective February 4, 2018)(1-6)
| Open Pit (surface to 150 m) | Underground (150 m - 860 m) | |||||
| Category | Tonnes | (g/t Au) | Contained Au (oz) |
Tonnes | (g/t Au) |
Contained Au (oz) |
| Measured | 574,000 | 6.66 | 123,000 | 332,000 | 6.56 | 70,000 |
| Indicated | 636,000 | 5.13 | 105,000 | 2,752,000 | 6.27 | 555,000 |
| Measured & Indicated | 1,210,000 | 5.86 | 228,000 | 3,084,000 | 6.30 | 625,000 |
| Inferred | 43,000 | 5.06 | 7,000 | 2,339,000 | 6.56 | 493,000 |
Notes:
1. Mineral resources which are not mineral reserves do not have demonstrated economic viability. All figures are rounded to reflect the relative accuracy of the estimate. Composites have been capped where appropriate.
2. The mineral resources in this estimate were estimated using the CIM Definition Standards on mineral resources and reserves, Definitions and Guidelines prepared by the CIM Standing Committee on Reserve Definitions.
3. Open pit mineral resources are reported at a cut-off grade of 0.5 g/t gold and underground mineral resources are reported at a cut-off grade of 2.5 g/t gold. Cut-off grades are based on a gold price of US$1,250 per ounce, a foreign exchange rate of US$0.80, and a gold recovery of 95%.
4. The results from the pit optimization are used solely for the purpose of testing the "reasonable prospects for economic extraction" by an open pit and do not represent an attempt to estimate mineral reserves. There are no mineral reserves on the Property. The results are used as a guide to assist in the preparation of a mineral resource statement and to select an appropriate mineral resource reporting cut-off grade.
5. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, sociopolitical, marketing, or other relevant issues. Any material change in quantity of mineral resources, grade, stripping ratio or environmental characteristics may affect the economic viability of any project undertaken by Eastmain.
6. The inferred mineral resource in this estimate has a lower level of confidence than that applied to an Indicated mineral resource and is considered too speculative geologically to have the economic considerations applied to it that would enable it to be categorized as mineral reserves. It is reasonably expected that the majority of the inferred mineral resource could be upgraded to an indicated mineral resource with continued exploration.
Eau Claire Preliminary Economic Assessment
The Eau Claire PEA evaluated a combined open pit and underground mining operation with a mine life of 12 years. The results of the Eau Claire PEA are summarized as follows:
PEA Highlights
PEA Key Assumptions and Inputs
Post PEA Eau Claire Exploration Program
As part of the late 2018 through 2019 exploration program a significant new discovery was made at the Percival Prospect within the Eau Claire Project. Percival is located 14 km east of the Eau Claire Deposit and represents a new and distinct style of mineralization on the property being hosted within a silicified breccia associated with iron formation and chemical sediments. Initial drilling returned intervals of 1.46 grams per tonne ("g/t") Au over 78.5 m (ER18-822), 2.22 g/t Au over 93.1 metres ("m") including 6.26 g/t Au over 9.0m (ER18-823), 3.46 g/t Au over 18.8 m including 7.13 g/t Au over 8.5 m (ER19-830) and 8.47 g/t Au over 2.0 m (ER19-845).
Subsequent to the Percival drill discovery, surficial exploration was carried out which included stripping and trenching. Highlight results from the 2019 channel sampling at Percival included Channel F (2.07 g/t Au over 11 m), Channels G and Ga (3.33 g/t Au over 18 m and 3.69 g/t Au over 14 m) and Channel P (1.96 g/t Au over 28 m).
2020 - 2022 Eau Claire Exploration Program
In November 2020, Fury Gold commenced a two year diamond core drill program at the Eau Claire Project, targeted to be approximately 50,000 m of core drilling. The drill program consisted of i) an expansion phase focused on the current resource (expansion program); ii) an exploration phase designed to test targets along the 4.5km long deposit trend (exploration program) and iii) an exploration phase of drilling designed to test targets at the Percival prospect 14km east of the Eau Claire Deposit. The Company completed its 2022 drilling program in October 2022, drilling 28 holes, approximately 17,700 m, exceeding the original planned drilling program of 15,000m. Overall, the Company drilled approximately 52,700 m during 2021 and 2022, compared to a target of 50,000 m due to certain efficiencies achieved. Additionally, during the third quarter of 2022, the Company completed soil sampling surveys targeting five priority regional exploration targets within the adjacent Lac Clarkie property (regional program). Results to date demonstrate a number of potential new expansionary targets.
The focus of the 2022 exploration campaign was on the exploration and regional programs, with an emphasis on extending the resource within the Western Hinge Target as well as along the southeast margin of the Eau Claire deposit, and drill testing the Percival target.
The expansion program at the Eau Claire deposit targets the southeast margin of the existing inferred mineral resource, which is currently defined by 204,000 ounces ("oz") at 11.81 g/t Au (using a 2.5 g/t Au cut-off grade). This drill program is designed to connect isolated defined resource blocks as well as to expand the resource to the east. To the date of this Prospectus, Fury Gold has drilled 21 holes targeting the southeast margin of the Eau Claire Resource with intercepts including: 23.27 g/t Au over 7.09m, 11.56 g/t Au over 6.04m, 59.3 g/t Au over 0.96m and 4.89 g/t Au over 2.94m. Results from the four holes completed in the second quarter of 2022 were released on August 3, 2022 including 4.43 g/t Au over 1.43 m and 4.60 g/t Au over 1.25m. Two additional holes were completed in October 2022 with results released on January 23, 2023 including 3.91 g/t Au over 2.50m.
The exploration drilling program along the Eau Claire deposit trend continues to demonstrate the potential to significantly expand the Eau Claire deposit to the west. The 2022 program focused on the Western Hinge, and Gap Zone as well as along the north limb of the anticline. All exploration targets within the Deposit Trend have the potential to significantly expand the Eau Claire mineralized footprint. To the date of this Prospectus the footprint of gold mineralization has been increased by over 455 m or 25% at the Hinge Target alone and remains open to further expansion to the West. The 11 holes drilled into the Hinge Target have had a hit rate of nearly 55% above the Eau Claire underground measured and indicated resource grade of 6.3 g/t gold and over 80% above the underground cut-off grade of 2.5 g/t gold. Collectively, these results have provided a clear focus for deposit expansion moving forward into 2023.
On August 3, 2022, the Company released results from three holes completed at the Hinge in the second quarter of 2022. All three drill holes intercepted multiple zones of gold mineralization, with hole 22EC-048 exhibiting four zones of high grade and broad widths of more moderate grade, including 3.50m of 4.79 g/t gold, 1.00 m of 14.19 g/t gold, 3.50m of 5.86 g/t gold, 1.00m of 20.6 g/t gold and 17.50m of 1.29 g/t Au.
On October 24, 2022, the Company released results for a further six drill holes. Drill holes 22EC-049 and 22EC-055 currently represent the western most drill holes and have extended gold mineralization a further 125m from the multiple high-grade zones of gold mineralization from drill hole 22EC-048 within the Hinge Target. Drill hole 22EC-055 intercepted eight zones of mineralization across a drilled width of 290m, including 4.0m of 5.75 g/t gold, 1.0m of 9.81 g/t gold and 3.0m of 1.93 g/t gold and drill hole 22EC-049 intercepted six zones of gold mineralization across 350m drilled width including 1.0m of 21.40 g/t gold and 4.50m of 1.09 g/t gold. The multiple stacked zones of gold mineralization encountered at the Hinge Target clearly demonstrate that the Eau Claire gold resource remains open to the west and has the potential to be expanded significantly with approximately a 25% increase to the mineralized footprint realized to date.
On January 23, 2023, the Company released results for the final hole completed at the Hinge Target in 2022. Drill hole 22EC-059 was drilled oblique to all other drilling at the Hinge Target (at an angle of 150 degrees) and provided confirmation of the current geological interpretation. The hole intercepted eight zones of gold mineralization across 350m drilled width including 1.50m of 22.77 g/t gold, 1.50m of 15.30 g/t gold and 1.50m of 6.46 g/t gold. These intercepts extend the gold mineralization and represent a 100m offset to the west and 150m vertical offset of the defined shallow 850 Zone within the Hinge Target. Notably, the reported intercept of 1.50m of 22.77 g/t gold at a downhole depth of 181.5m, approximately 155m below surface, is one of the shallowest high-grade intercepts to date within the Hinge Target zone.
Regional Exploration
The Percival prospect, located 14km east of the Eau Claire deposit, is currently represented by a 500m by 100m mineralized footprint hosted within folded sulphidized and silicified breccias in an interbedded volcanic and sedimentary sequence. Previous geochemical surveys did not image the shallow gold mineralization represented by historical drill intercepts of 93.1m of 2.22 g/t Au, 9.0m of 6.26 g/t Au, 8.5m of 7.13 g/t Au and 2.0m of 8.47 g/t Au. An orientation survey, conducted in 2020, was able to successfully detect the gold mineralization at Percival through biogeochemistry sampling. In 2021, a biogeochemical survey covering 6.5km of prospective stratigraphy along the Percival trend identified 15 discrete gold and pathfinder anomalies(+/- As, Pb, Zn). Two of these anomalies were previously known prospects, Percival and Carodoc, the remaining 13 anomalies are new occurrences of gold and associated pathfinder mineralization.
A 28.89 line-km Induced Polarization ground geophysical survey completed along the Percival trend covered eight of the 15 identified biogeochemical anomalies mentioned above. The survey identified discrete resistivity anomalies within a highly chargeable package of rocks. The resistivity anomalies fingerprint the sulphide-rich silica breccia gold-bearing bodies at Percival.
Targeting at Percival has significantly advanced recently with the completion of the Induced Polarization ground geophysical survey as well as a biogeochemical survey covering 6.5km of the Percival trend. The higher-grade Percival mineralization is sub-parallel to magnetic stratigraphic units that define a steeply plunging fold geometry. Based on the advancement in targeting at Percival the Company commenced an initial drilling program in late second quarter of 2022. Three holes targeted the parallel hinge 500m to the east of Percival proper for a total of 2,052m. A further five holes were completed to test extensions of the historical gold mineralization at Percival proper for a total of 2,667m. The results from the 2022 regional exploration diamond drilling program confirm that the high-grade core of the Percival mineralization plunges steeply to the west and remains open in all directions. Highlights included an 85m step out from historical high-grade mineralization which intercepted 13.5m of 8.05 g/t Au, (including 3.00m of 25.8 g/t Au) in drill hole 22KP-008 and a 150m step out which intercepted 7.5m of 4.38 g/t Au, (including 3m of 8.7 g/t Au, and 3m of 5.5 g/t Au) in drill hole 22KP-005.
On February 13, 2023, the Company announced results from a soil sampling program testing five priority regional targets. The survey defined a total of eight gold targets, six of which lie along the Cannard Deformation Zone which hosts numerous gold occurrences along its >100km mapped extent including Fury Gold's Eau Claire Deposit and Percival Prospect. Results of up to 85 parts per billion ("ppb") gold and 590ppb silver were returned from the 2,529 samples collected. A total of 62 samples returned values above 50ppb gold, background values in gold as defined by the 50th percentile are 1ppb gold. Ninety-two samples returned results above 100ppb silver, background value of silver from the survey as defined by the 50th percentile of 20ppb silver.
Drilling will consist of approximately 5,000 metres seeking to further extend the high-grade gold mineralization to the west and down dip, as well as testing some of the fourteen top priority targets along the Percival trend, as illustrated in the figures below.
The following figure presents the Percival prospect long section depicting the locations of the proposed 2023 drill holes in relation to the 2022 and historical drill intercepts:
The figure below presents a plan view of the Percival trend showing the prioritized biogeochemical anomalies in relation to 2022 and historical drill intercepts:
Committee Bay Project, Nunavut, Canada
The following disclosure relating to the Committee Bay Project derives from the Committee Bay Report and has been updated for the 2019, 2020 and 2021 Committee Bay exploration programs described below. Reference should be made to the full text of the Committee Bay Report, which is available electronically under the Company's profile page on SEDAR at www.sedar.com, as the Committee Bay Report contains additional assumptions, qualifications, references, reliances and procedures which are not fully described herein. The Committee Bay Report is the only current NI 43-101 compliant technical report with respect to the Committee Bay Project and supersedes all previous technical reports. In addition, the following disclosure provides updates to the Committee Bay Report based off of exploration and drilling completed at the Committee Bay Project since the date of the Committee Bay Report. All information of a scientific or technical nature contained below and provided after the date of the Committee Bay Report has been reviewed and approved by Bryan Atkinson, P.Geo, the Company's Senior Vice President Exploration, and a qualified person for the purposes of NI 43-101. In addition, more detailed disclosure on the Committee Bay Project is provided in the 2022 AIF.
Description and Location
The Committee Bay Project is located in the eastern part of the Kitikmeot Region of Nunavut, approximately 430km northwest of the town of Rankin Inlet, Nunavut. The Committee Bay Project is accessible by air, either from Rankin Inlet or Baker Lake, Nunavut. Rankin Inlet and Baker Lake are serviced seasonally by barge and ship. The hamlets of Rankin Inlet, Baker Lake, Naujaat, Gjoa Haven, Taloyoak, and Kugaaruk are accessible by scheduled commercial flights.
The Committee Bay Project consists of 57 Crown Leases and 190 mineral claims in six non-contiguous blocks totalling approximately 297,273 ha.
Committee Bay Mineral Resource Estimates
The mineral resources at the Committee Bay Project are estimated to be approximately 2.07 million tonnes of indicated mineral resources grading 7.85 g/t Au, containing 524,000 oz of gold, and 2.93 million tonnes of inferred mineral resources grading 7.64 g/t Au, containing 720,000 oz of gold as of May 31, 2017. Compared to the previous mineral resource estimate prepared by Roscoe Postle Associates Inc. ("RPA") (now SLR Consulting (Canada) Ltd.) in 2013, the tonnage has decreased and the grades have increased due to a higher cut-off grade based on the current metal price, exchange rate, and operating cost assumptions. A bulk density of 3.15 t/m3 was applied for estimation of tonnage. This value was derived from a total of 6,426 density determinations carried out on drill core from a variety of locations in the deposit.
The estimate was carried out using a block model method constrained by wireframe grade shell models, with Inverse Distance Cubed weighting. Two sets of wireframes and block models were employed: one contemplated open pit mining and the other, underground mining. The block model grade interpolations were checked by (i) an inspection of the interpolated block grades in plan and section views and comparison to the composite grades, and (ii) through a statistical comparison of global block and composite mean grades. Inspection of the block grades in plan and section indicates that the grade estimation honors the drill hole grades reasonably well.
RPA reported mineral resources at calculated cut-off grades of 3.0 g/t Au for open pit mining and 4.0 g/t Au for underground mining based on the following assumptions:
To fulfill the resource criteria of "reasonable prospects for eventual economic extraction", a pit shell analysis was run on the 0.5 g/t Au model to determine how much of the deposit could potentially be extracted using open pit methods. The analysis was done using Whittle software with very preliminary assumptions for pit slopes, metallurgical recovery, prices, and costs.
For this mineral resource update, RPA used the preliminary pit shell that was optimized in 2013 using a different gold price and cost assumptions (listed below) than those used to calculate the updated cut-off grade. RPA considers this approach reasonable given that the pit shell used to report open pit resources is conceptual and the relative difference between the underground and open-pit resource cut-off grades is negligible.
The following cost assumptions were used:
Blocks from the open pit model captured within this shell were considered eligible for reporting as open pit resources. The same pit shell was applied to the underground model, except that blocks from this model were included in the resource only if they were outside of the shell. The mineral resource estimate prepared by RPA is based on work by RPA conducted in 2013, and reflects the new cut-off grades based on updated metal price, exchange rate and operating costs as of May 31, 2017.
Mineral Resources as of May 31, 2017
| Class | Type | Cut-off (g/t AU) |
Tonnes (000 t) |
Gold Grade (g/t Au) |
Contained Gold (oz Au) |
| Indicated | Open Pit | 3.0 | 1,760 | 7.72 | 437,000 |
| Indicated | Underground | 4.0 | 310 | 8.57 | 86,000 |
| Total | 2,070 | 7.85 | 524,000 | ||
| Inferred | Open Pit | 3.0 | 590 | 7.57 | 144,000 |
| Inferred | Underground | 4.0 | 2,340 | 7.65 | 576,000 |
| Total | 2,930 | 7.64 | 720,000 |
Notes:
1. CIM definitions (2014) were followed for mineral resources.
2. Mineral resources are estimated at cut-off grades of 3.0 g/t Au for open pit and 4.0 g/t Au for underground.
3. Mineral resources are estimated using a long-term gold price of US$1,200 per ounce, and a US$/C$ exchange rate of 1:25.
4. Nominal minimum mining widths of 5m (open pit) and 2m (underground) were used.
5. Numbers may not add due to rounding.
2015 through 2021 Committee Bay Exploration
Since acquiring the Committee Bay Project, Fury Gold has completed a total of 47,194.47m of RAB drilling in 271 drill holes as well as 14,006.28m of diamond drilling as part of the Phase 1 recommendations detailed above. In addition to the drilling extensive regional and infill till geochemical campaigns, ground and airborne geophysical surveying as well as aerial drone surveying have been undertaken. The Company has incurred approximately $60 million in expenditures exploring the Committee Bay Project. The Company views that the results from this exploration further support conclusions drawn in the Committee Bay Report and do not represent a material change to the Committee Bay Project. The Company intends to continue its exploration in accordance with the Phase 2 recommendations included in the Committee Bay Report with the continued testing of regional drill targets and expansion drilling at the Three Bluffs deposit.
The Company did not undertake an exploration program at Committee Bay in 2022 in order to focus available resources on the exploration program in Québec.
Future Committee Bay Exploration
The Company is maintaining the title to the Committee Bay Project in good standing and does not currently have 2023 exploration plans.
Éléonore South Joint Venture ("ESJV"), Québec, Canada
The ESJV is not currently considered a material project based on the Company's investment to-date and near-term expenditure plans; however, it may become material in the future. On September 12, 2022, the Company and its joint venture partner Newmont, through their respective subsidiaries, completed the acquisition of the remaining approximately 23.77% participating interest of Azimut Exploration Inc. in the ESJV, on a pro-rata basis. As a result of the transaction, the 100% ESJV participating interests are now held 50.022% by the Company and 49.978% by Newmont with Fury Gold remaining operator under an amended and restated joint operating agreement.
The Éléonore South property is strategically located in an area of prolific gold mineralization within the Eeyou Istchee James Bay gold camp and is locally defined by Newmont's Éléonore mine and Sirios Resources' Cheechoo deposit. The property has been explored over the last 12 years by the joint venture focused on the extension of the Cheechoo deposit mineralization within the portion of the Cheechoo Tonalite on the joint venture ground. Approximately 27,000m of drilling in 172 drill holes, covering only a small proportion of the property at the Moni and JT prospects has been completed. Notable drill intercepts include 53.25m of 4.22 g/t gold (Au); 6.0m of 49.50 g/t Au including 1.0m of 294 g/t Au and 23.8m of 3.08 g/t Au including 1.5m of 27.80 g/t Au.
In December 2020, Fury Gold announced the recognition of a large-scale gold in till anomaly on the Éléonore South property through a review of historical datasets. This target has not been drill tested. In September 2021 the ESJV initiated a field program designed to refine the broad geochemical anomaly into discrete targets for further follow up and eventual drill testing. Additionally, a regional survey was completed on the southern third of the property where no historical systematic sampling had been completed.
During the third quarter of 2022 an orientation biogeochemical sampling survey was completed over a buried fold hinge target interpreted to be hosted within the same sedimentary rock package as Newmont's Éléonore mine. A total of 641 biogeochemical samples were collected. In addition to the biogeochemical orientation survey the Company completed a rock sampling program within the nine discrete gold in soil anomalies identified from the 2021 field work. The nine discrete gold in till anomalies are centered on an east-west structural corridor that separates intrusives to the south and sediments to the north. The importance of this new structural framework is that the newly defined gold in till anomalies are located along deep-rooted structures clearly visible in the geophysical data. Based on the elemental associations observed of gold with arsenic, bismuth and tungsten, in both the historical and infill sampling the most likely style of mineralization to be encountered in the nine targets will be the Cheechoo style observed at the JT and Moni zones.
The Company and its joint venture partner are currently in discussions around defining a 2023 exploration program to advance certain targets to the drill stage along with exploration to develop additional targets.
2022 Exchange of Mineral Interests for Shares of Dolly Varden Silver Corporation
On February 25, 2022, the Company announced the completion of the sale of a subsidiary which held its Homestake Ridge project to Dolly Varden Silver Corporation ("Dolly Varden"), a publicly traded corporation listed on the TSX Venture Exchange. Pursuant to the Homestake Purchase Agreement entered into on December 6, 2021, Dolly Varden acquired 100% of Homestake Resource Corporation from Fury Gold in exchange for a $5 million cash payment and the issuance of 76,504,590 common shares of Dolly Varden (35.3%). On October 13, 2022, the Company sold 17 million of the Dolly Varden common shares, representing 22.2% of the Company's interest in Dolly Varden, for gross proceeds of $6.8 million, and resulting in the Company's interest in Dolly Varden being reduced to 25.8%. Following a further dilutive equity financing completed by Dolly Varden on December 22, 2022, Fury Gold currently owns 59,504,590 common shares of Dolly Varden, representing approximately 23.4% of Dolly Varden's outstanding common shares as at May 15, 2023, and has certain rights and obligations as a principal shareholder of Dolly Varden pursuant to an investor rights agreement. These rights and restrictions are described in the 2022 AIF.
2023 Exploration Programs
The Company plans to undertake the following exploration programs during the 12 months following the date of this Prospectus:
|
Exploration Program |
Target Date for |
Projected Cost |
|
Eau Claire Project: • Exploration Program: completion of a 6,000m to 11,500m drill program focused on the Hinge Target to follow up on results to date and advance the Eau Claire Project. • Objective: expanding the gold mineralization footprint at the Hinge Target and Gap Zone while increasing drill density to be able to provide an updated mineral resources estimate. |
Drilling: Q4 2023 MRE: Q1 2024 |
3,000 to 5,500 |
|
Regional Exploration: • Exploration Program: completion of 3,500m to 5,000m at the Percival prospect to further advance the Eau Claire Project. Continue the regional exploration program at Lac Clarkie and within the broader Eau Claire Project. • Objective: Follow up on the 2022 Percival drilling to better define the overall potential of Percival proper and incorporate Percival into an updated mineral resource estimate. Continue to advance regional prospect through the exploration pipeline to the drill stage. |
Drilling: Q4 2023 MRE: Q1 2024 |
2,500 - 3,500 |
|
Éléonore South Joint Venture: • Exploration Program: completion of a 3,000m drill program at certain high priority targets at the Éléonore South Joint Venture, and the regional exploration program with further surface sampling work to expand on the initial 2021 and 2022 findings. • Objective: Maiden drill program to test 6 priority geochemical targets to determine their potential to host significant gold mineralization while continuing to advance other targets and prospects to the drill stage. |
Drilling: Q4 2023
|
1,000 |
USE OF PROCEEDS
Detailed Information regarding the use of proceeds and the amounts of net proceeds to be used for any specific drawdown by sale of Securities under this Prospectus will be set forth in the applicable Prospectus Supplement.
The Company is an exploration stage company and has not generated positive cash flow from operations. During the year ended December 31, 2022 and the three months ended March 31, 2023, the Company generated no operating revenue from the activities on its property interests and had negative cash flow from operating activities. The Company anticipates that it will continue to have negative operating cash flow until such time that commercial production is achieved at one or more of its properties. To the extent that the Company has negative cash flows in future periods, it may need to deploy a portion of net proceeds from the sale of Securities to fund such negative cash flow. See "Risk Factors - The Company has a history of negative operating cash flow and may continue to experience negative operating cash flow".
The Company currently anticipates that its current financial resources will be sufficient to fund its planned operations for the 12 months from the date of this Prospectus, as set out below.
As at March 31, 2023, the Company had working capital of approximately $17.79 million, which the Company defines as total current assets less total current liabilities, excluding the non-cash flow through share premium liability, including a cash balance of $16.54 million (which excludes $0.14 million of restricted cash), and there has been no material change to the Company's working capital or cash balance since March 31, 2023. The Company has anticipated cash requirements of approximately $12.5 million in the 12 months following the date of this Prospectus, primarily to complete the exploration programs summarized below and to fund working capital and operating, general and administrative expenses of the Company, which are set out in the chart below.
|
Expected Cash Requirements (Over the 12 Month Period from the date of this Prospectus) |
|
Amount ($ million) |
|
Eau Claire Project:
|
|
$4,525,000 |
|
Regional Exploration:
|
|
$2,500,000 |
|
Éléonore South Joint Venture:
|
|
$1,000,000 |
|
General corporate and administrative expenses |
|
$4,500,000 |
|
TOTAL |
|
$12,525,000 |
The Company's expected cash requirements for the 12 months following the date of this Prospectus outlined above are based on management's current expectations and assume, among other things, that:
the Company completes the exploration plans outlined above under "2023 Exploration Programs",
no additional funds are raised by the Company in the 12 months following the date of this Prospectus; and
general and administrative expenses will fall within the Company's forecasted and committed expenditure range of between $0.35 million and $0.4 million per month.
DESCRIPTION OF AUTHORIZED SECURITIES
The Company’s authorized share capital consists of an unlimited number of Common Shares and an unlimited number of preferred shares in the capital of the Company(the “Preferred Shares”). As at June 13, 2023, 145,547,450 Common Shares and no Preferred Shares were issued and outstanding.
Common Shares
Each Common Share entitles the holder to: (i) one vote at all meetings of shareholders (except meetings at which only holders of a specified class of shares are entitled to vote); (ii) receive, subject to the rights of holders of another class of shares, any dividend declared by the board of directors; and (iii) receive, subject to the rights of the holders of another class of shares, the remaining property of Fury Gold on the liquidation, dissolution or winding up of Fury Gold, whether voluntary or involuntary, or for the purposes of a reorganization or otherwise or upon any distribution of capital, on a pro-rata basis. No pre-emptive, redemption, sinking fund or conversion rights are attached to the Common Shares.
Any Prospectus Supplement for Common Shares will set forth the terms and other information with respect to the Common Shares being offered thereby, including: (i) the number of Common Shares offered; (ii) the offering price (in the event that the offering is a fixed price distribution); (iii) the manner of determining the offering price(s) (in the event that the offering is not a fixed price distribution); and (iv) any other material specific terms.
Preferred Shares
Preferred Shares may be issued from time to time in one or more series, and the board of directors may fix from time to time before such issue the number of Preferred Shares, the designation, rights and privileges attached thereto including any voting rights, dividend rights, redemption, purchase or conversion rights, sinking fund or other provisions. Preferred Shares generally rank in priority over Common Shares and any other shares ranking by their terms junior to the Preferred Shares as to dividends and return of capital upon, liquidation, dissolution or winding up of the Company or any other return of capital or distribution of the assets of the Company.
Policy of No Dividends
The Company will not pay dividends for the foreseeable future as all cash will be used for operating activities.
DESCRIPTION OF SECURITIES WHICH MAY BE OFFERED FOR SALE
Common Shares
The Company may offer Common Shares, as described above under "DESCRIPTION OF AUTHORIZED SECURITIES - Common Shares".
Preferred Shares
The Company may offer Preferred Shares, as described above under "DESCRIPTION OF AUTHORIZED SECURITIES - Preferred Shares". The particular terms and provisions of the Preferred Shares offered pursuant to a Prospectus Supplement, and the extent to which the general terms described below apply to those Preferred Shares, will be described in such Prospectus Supplement. The following description and any description of Preferred Shares in the applicable Prospectus Supplement does not purport to be complete and is subject to and qualified in its entirety by reference to the applicable subscription receipt agreement and, if applicable, collateral arrangements and depositary arrangements relating to such Preferred Shares.
The rights and restrictions of any offered Preferred Shares will be designated by the Company's board of directors in accordance with the Company's articles and the BCBCA. Any Prospectus Supplement for Preferred Shares will contain the terms and conditions and other information with respect to the Preferred Shares being offered thereby, and may include, where applicable: (i) the series and number of Preferred Shares offered; (ii) the price at which the Preferred Shares will be offered; (iii) the voting rights of the Preferred Shares; (iv) the rights of the holders of the Preferred Shares to receive any dividends and the priority of these dividends in relation to dividends paid to the holders of the Common Shares; (v) any right to convert the Preferred Shares into Common Shares; (vi) the amount of any liquidation preference associated with the Preferred Shares; (vii) the rights of the holders of the Preferred Shares upon the insolvency, liquidation or winding-up of the Company; (viii) any other rights, privileges, restrictions and conditions attaching to the Preferred Shares; (ix) any risk factors associated with the Preferred Shares and underlying Securities; and (xi) any other material specific terms.
Subscription Receipts
The following sets forth certain general terms and provisions of the Subscription Receipts. The Company may issue Subscription Receipts that may be exchanged by the holders thereof for Securities upon the satisfaction of certain conditions. The particular terms and provisions of the Subscription Receipts offered pursuant to a Prospectus Supplement, and the extent to which the general terms described below apply to those Subscription Receipts, will be described in such Prospectus Supplement. The following description and any description of Subscription Receipts in the applicable Prospectus Supplement does not purport to be complete and is subject to and qualified in its entirety by reference to the applicable subscription receipt agreement and, if applicable, collateral arrangements and depositary arrangements relating to such Subscription Receipts.
The Subscription Receipts will be issued under one or more subscription receipt agreements.
Any Prospectus Supplement for Subscription Receipts will contain the terms and conditions and other information with respect to the Subscription Receipts being offered thereby, and may include, where applicable: (i) the number of Subscription Receipts; (ii) the price at which the Subscription Receipts will be offered and whether the price is payable in instalments; (iii) conditions to the exchange of Subscription Receipts for Securities and the consequences of such conditions not being satisfied; (iv) the procedures for the exchange of the Subscription Receipts for Securities; (v) the number of underlying Securities that may be exchanged upon exercise of each Subscription Receipt; (vi) the dates or periods during which the Subscription Receipts may be exchanged for Securities; (vii) whether the Subscription Receipts and underlying Securities will be listed on any securities exchange; (viii) whether the Subscription Receipts and underlying Securities will be issued in fully registered or "book-entry only" form; (ix) any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts; (x) any risk factors associated with the Subscription Receipts and underlying Securities; and (xi) any other material specific terms.
Warrants
The following sets forth certain general terms and provisions of the Warrants. The particular terms and provisions of the Warrants offered pursuant to a Prospectus Supplement, and the extent to which the general terms described below apply to those Warrants, will be described in such Prospectus Supplement. The following description and any description of Warrants in the applicable Prospectus Supplement does not purport to be complete and is subject to and qualified in its entirety by reference to the applicable warrant agreement and, if applicable, collateral arrangements relating to such Warrants.
The Company may issue Warrants for the purchase of Common Shares of the Company. Warrants will be issued under one or more warrant agreements between the Company and a warrant agent that the Company will name in the applicable Prospectus Supplement.
Any Prospectus Supplement for Warrants will contain the terms and other information with respect to the Warrants being offered thereby, and may include, where applicable: (i) the designation of the Warrants; (ii) the aggregate number of Warrants offered and the offering price; (iii) the quantity and terms of the Securities purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers; (iv) the exercise price of the Warrants; (v) the dates or periods during which the Warrants are exercisable; (vi) any minimum or maximum number of Warrants that may be exercised at any one time; (vii) whether the Warrants will be listed on any securities exchange; (viii) any terms, procedures and limitations relating to the transferability or exercise of the Warrants and the underlying Common Shares; (ix) whether the Warrants and underlying Common Shares will be issued in fully registered or "book-entry only" form; (x) any other rights, privileges, restrictions and conditions attaching to the Warrants; (xi) any risk factors associated with the Warrants; and (xii) any other material specific terms.
Debt Securities
This section describes the general terms that will apply to any Debt Securities that may be offered by the Company pursuant to a Prospectus Supplement to this Prospectus.
Debt Securities may be offered separately or together with other Securities. The specific terms of the Debt Securities, and the extent to which the general terms described in this section apply to those Debt Securities, will be set forth in the applicable Prospectus Supplement. The Debt Securities will be direct obligations of the Company and may be guaranteed by the Company and/or an affiliate or associate of the Company. The Debt Securities may be senior or subordinated indebtedness of the Company and may be secured or unsecured, all as described in the relevant Prospectus Supplement. In the event of the insolvency or winding up of the Company, the subordinated indebtedness of the Company, including the subordinated Debt Securities, will be subordinate in right of payment to the prior payment in full of all other liabilities of the Company (including senior indebtedness), except those which by their terms rank equally in right of payment with or are subordinate to such subordinated indebtedness. The Debt Securities will be issued under one or more trust indentures (each, a "Trust Indenture"), in each case between the Company and a trustee (each, an "Indenture Trustee"). The statements made hereunder relating to any Trust Indenture and the Debt Securities to be issued thereunder are only references to the customary anticipated provisions and may differ materially for any final Trust Indenture to which reference will need to be made by any investor. A Trust Indenture will provide that Debt Securities may be issued thereunder up to a stated aggregate principal amount, or may provide that amounts may be authorized from time to time by the Company. To the extent applicable, the Trust Indenture will be subject to and governed by the United States Trust Indenture Act of 1939, as amended. A copy of the form of the Indenture will be filed with the SEC as an exhibit to the Registration Statement of which this Prospectus forms a part.
The particular terms of each issue of Debt Securities will be described in the related Prospectus Supplement. Such description will include, but is not limited, to the following, each as applicable:
the designation, aggregate principal amount and authorized denominations of such Debt Securities;
the currency or currency units for which the Debt Securities may be purchased and the currency or currency unit in which the principal and any interest is payable (in either case, if other than Canadian dollars);
the percentage of the principal amount at which such Debt Securities will be issued;
the date or dates on which such Debt Securities will mature and be due for repayment;
the rate or rates per annum at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any);
the dates on which any such interest will be payable and the record dates for such payments;
the Indenture Trustee of the Debt Security under the Trust Indenture pursuant to which the Debt Securities are to be issued;
the designation and terms of any securities with which the Debt Securities will be offered, if any, and the number of Debt Securities that will be offered with each security;
whether the Debt Securities are subject to redemption or call and, if so, the terms of such redemption or call provisions;
whether such Debt Securities are to be issued in registered form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof; any exchange or conversion terms into other Securities;
whether the Debt Securities will be subordinated to other liabilities of the Company and, if so, to what extent;
the material Canadian federal tax consequences of owning the Debt Securities, if any; and
any other material terms and conditions of the Debt Securities.
Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.
Units
The following sets forth certain general terms and provisions of the Units. The particular terms and provisions of the Units offered pursuant to a Prospectus Supplement, and the extent to which the general terms described below apply to those Units, will be described in such Prospectus Supplement. The following description and any description of Units in the applicable Prospectus Supplement does not purport to be complete and is subject to and qualified in its entirety by reference to any agreement and collateral arrangements relating to such Units.
The Company may issue Units comprised of more than one of the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. Any unit agreement under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date.
Any Prospectus Supplement for Units will contain the terms and other information with respect to the Units being offered thereby, and may include, where applicable: (i) the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately; (ii) any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of any Securities comprising the Units; (iii) whether the Units will be issued in fully registered or "book-entry only" form; (iv) any risk factors associated with the Units; (v) whether the units and the Securities comprising the Units will be listed on any securities exchange; and (vi) any other material specific terms.
EARNINGS COVERAGE RATIOS AND AFFILIATE CREDIT SUPPORT
The Company does not have any earnings and will not have any earnings for the foreseeable future. Earnings coverage ratios will be provided with respect to any offering of Debt Securities, as required in the Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement. To the extent any subsidiary of the Company provides security for any Debt Security, additional stand-alone financial information about that credit-support affiliate will be provided.
TRADING PRICE AND VOLUME
The Common Shares are listed and posted for trading on the TSX and the NYSE American under the symbol "FURY". Trading prices and volume of the Securities will be provided, as required, in each Prospectus Supplement to this Prospectus.
CONSOLIDATED CAPITALIZATION
Since March 31, 2023, there have been no material changes in the consolidated capitalization of the Company. Each Prospectus Supplement will describe any material change, and the effect of such material change, on the Company's consolidated capitalization that will result from the issuance of Securities pursuant to such Prospectus Supplement.
PRIOR SALES
Sales of any Company's Securities within the period commencing 12 months prior to the date of any Prospectus Supplement will be provided as required in each Prospectus Supplement.
PLAN OF DISTRIBUTION
The Securities may be sold (i) to or through underwriters or dealers purchasing as principals, (ii) directly to one or more purchasers pursuant to applicable statutory exemptions, or (iii) through agents designated by the Company from time to time. The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale (including, without limitation, sales deemed to be "at-the-market distributions" as defined in and subject to limitations imposed by applicable Canadian securities laws, including NI 44-102, including sales made directly on the TSX, the NYSE American or other existing trading markets for the Securities), at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers is less than the gross proceeds paid by the underwriter, dealer or agent to the Company. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution. The Prospectus Supplement for any of the Securities being offered thereby will set forth the method of distribution and the terms of the offering of such Securities, including the type of Security being offered, the name or names of any underwriters, dealers or agents, the purchase price of such Securities, the proceeds to, and the portion of expenses borne by, the Company from such sale, any underwriting discounts and other items constituting underwriters' compensation, any public offering price and any discounts or concessions allowed or re- allowed or paid to dealers. Only underwriters so named in the Prospectus Supplement are deemed to be underwriters in connection with the Securities offered thereby.
If underwriters are used in the sale, the Securities may be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale, at market prices prevailing at the time of sale or at prices related to such prevailing market prices. The obligations of the underwriters to purchase such Securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all the Securities offered by the Prospectus Supplement if any of such Securities are purchased. Any public offering price and any discounts or concessions allowed or re-allowed or paid to underwriters, dealers or agents may be changed from time to time.
Any agent involved in the offering and sale of the Securities in respect of which this Prospectus is delivered will be named, and any commissions payable by the Company to such agent will be set forth, in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any agent is acting on a best efforts basis for the period of its appointment.
The Company may agree to pay any agents or underwriters used in the sale of Securities a commission for various services relating to the issue and sale of any Securities. Any such commission payable by the Company will be paid out of the general corporate funds of the Company. Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreements to be entered into with the Company to indemnification by the Company against certain liabilities, including liabilities under securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof.
In connection with any offering of the Securities (unless otherwise specified in a Prospectus Supplement and other than an offering by way of sales deemed to be an "at-the-market distribution"), the underwriters, dealers or agents may, subject to any applicable securities legislation, over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities offered at levels other than those which might otherwise prevail on the open market. These transactions may be commenced, interrupted or discontinued at any time. Any purchaser who acquires Securities forming part of the underwriters' over-allocation position acquires those Securities under the applicable Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the over- allotment option or secondary market purchases.
No underwriter or dealer of an "at-the-market distribution" under this Prospectus, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such underwriter or dealer will over-allot securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities or securities of the same class as the securities distributed under this Prospectus, including selling an aggregate number or principal amount of securities that would result in the underwriter or dealer creating an over-allocation position in the Securities.
RISK FACTORS
Before making an investment decision to purchase any Securities, investors should carefully consider the information described in this Prospectus and the documents incorporated or deemed incorporated by reference herein, including the applicable Prospectus Supplement. There are certain risks inherent in an investment in the Securities, including the factors described in the 2022 AIF and the 2022 Annual MD&A and any other risk factors described in a document incorporated or deemed incorporated by reference herein, which investors should carefully consider before investing. Additional risk factors relating to a specific offering of Securities will be described in the applicable Prospectus Supplement. Some of the factors described in the documents incorporated or deemed incorporated by reference herein, and/or the applicable Prospectus Supplement are interrelated and, consequently, investors should treat such risk factors as a whole. Additionally, purchasers should consider the risk factors set forth below.
If any of the adverse effects set out below or in the risk factors described in the 2022 AIF, in the 2022 Annual MD&A, in another document incorporated or deemed incorporated by reference herein or in the applicable Prospectus Supplement occur, it could have a material adverse effect on the business, financial condition and results of operations of the Company. Additional risks and uncertainties of which the Company currently is unaware or that are unknown or that it currently deems to be immaterial could have a material adverse effect on the Company's business, financial condition and results of operations. The Company cannot assure you that it will successfully address any or all of these risks. There is no assurance that any risk management steps taken will avoid future loss due to the occurrence of the adverse effects set out below or in the risk factors in the 2022 AIF, in the 2022 Annual MD&A, in the other documents incorporated or deemed incorporated by reference herein or in the applicable Prospectus Supplement or other unforeseen risks.
In addition, we face the following risk factors in connection with future offerings of our Securities and risks in connection with our being a Canadian company.
The Company has a history of negative operating cash flow and may continue to experience negative operating cash flow
The Company has a history of negative operating cash flow and may continue to experience negative operating cash flow. The Company has had negative operating cash flows for recent past financial reporting periods, including the years ended December 31, 2022 and 2021 and the three months ended March 31, 2023. Such negative operating cash flows can be common for companies in the exploration and/or development stages in respect of material mineral properties, as is the case for the Company and its exploration and development of the Eau Claire Project and the Committee Bay Project. To the extent the Company has negative operating cash flow in future periods, the Company may need to allocate a portion of its cash reserves to fund such negative cash flow. The Company may also be required to raise additional funds through the issuance of equity or debt securities. There can be no assurance that additional capital or other types of financing will be available if or when needed or that these financings will be available on terms favourable to the Company or at all.
No market for the Securities other than the Common Shares
There is currently no trading market for any Preferred Shares, Subscription Receipts, Warrants, Debt Securities or Units that may be offered. No assurance can be given that an active or liquid trading market for these securities will develop or be sustained. If an active or liquid market for these Securities fails to develop or be sustained, the prices at which these Securities trade may be adversely affected. Whether or not these Securities will trade at lower prices depends on many factors, including liquidity of these Securities, prevailing interest rates and the markets for similar securities, the market price of the Company's other securities, general economic conditions and the Company's financial condition, historic financial performance and future prospects.
Use of Proceeds
While information regarding the use of proceeds from the sale the Securities will be described in the applicable Prospectus Supplement, the Company will have broad discretion over the use of the net proceeds from an offering of Securities. Because of the number and variability of factors that will determine the use of such proceeds, the Company's ultimate use might vary substantially from its planned use. Purchasers of Securities may not agree with how the Company allocates or spends the proceeds from an offering of Securities. The Company may pursue acquisitions, collaborations or other opportunities that do not result in an increase in the market value of our Securities, including the market value of the Common Shares, and that may increase our losses.
Future Sales May Affect the Market Price of the Company Shares.
In order to finance future operations, the Company will need to raise funds through the issuance of either additional Common Shares or the issuance of debt instruments or other securities which may or may not be convertible into Common Shares. The Company cannot predict the size of future issuances of Common Shares or the issuance of debt instruments or other securities convertible into Common Shares or the dilutive effect, if any, that future issuances and sales of the Company's securities will have on the market price of the Common Shares. These sales may have an adverse impact on the market price of the Common Shares.
The Company is a Canadian law incorporated company and shareholder protections differ from shareholder protections available under the laws where investors are resident .
We are organized and exist under the laws of British Columbia, Canada and, accordingly, are governed by the BCBCA. The BCBCA differs in certain material respects from laws generally applicable to United States corporations and shareholders, including the provisions relating to interested directors, mergers and similar arrangements, takeovers, shareholders' suits, and indemnification of directors
The Company is a foreign private issuer within the meaning of the rules under the Exchange Act, and as such is exempt from certain provisions applicable to United States domestic public companies.
Because we are a "foreign private issuer" under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:
the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;
the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the U.S. Exchange Act;
the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and
the selective disclosure rules by issuers of material non-public information under Regulation FD.
We are required to file an annual report on Form 40-F with the United States Securities and Exchange Commission within three months of the end of each fiscal year. We do not intend to voluntarily file annual reports on Form 10-K and quarterly reports on Form 10-Q in lieu of Form 40-F requirements. For so long as we choose to only comply with foreign private issuer requirements, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information which would be made available to you if you were investing in a U.S. domestic issuer.
CERTAIN INCOME TAX CONSIDERATIONS
The applicable Prospectus Supplement will describe certain material Canadian federal income tax consequences to an investor who is a resident of Canada or who is a non-resident of Canada of the acquisition, ownership and disposition of any Securities offered thereunder, including whether the payment of dividends will be subject to Canadian non-resident withholding tax.
The applicable Prospectus Supplement will also describe certain material U.S. federal income tax consequences of the acquisition, ownership and disposition of any Securities offered thereunder by an initial investor who is a U.S. person (within the meaning of the United States Internal Revenue Code of 1986, as amended). Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities.
LEGAL MATTERS
Unless otherwise specified in a Prospectus Supplement, certain legal matters in connection with offered Securities will be passed upon on behalf of the Company by McMillan LLP with respect to matters of Canadian and United States law.
AUDITOR
The auditor of the Company is Deloitte LLP, Chartered Professional Accountants, of 410 West Georgia Street, Vancouver, British Columbia. Deloitte LLP, as auditor of the Company, is independent with respect to the Company within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia and within the meaning of the Securities Act of 1933, as amended, and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States). Deloitte LLP, as auditor to the Company, provided a report of independent registered public accounting firm on the consolidated financial statements of the Company as of and for the years ended December 31, 2022 and 2021.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at its principal offices in Vancouver, British Columbia.
INTEREST OF EXPERTS
Certain of the scientific and technical information relating to the Company's mineral projects in the documents incorporated by reference herein has been derived from Technical Reports, technical and scientific information prepared by the experts named below and has been included in reliance on such person's expertise. Copies of the Technical Reports can be accessed online on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
David Ross, M.Sc., P.Geo. has acted as a "qualified person" as defined in NI 43-101 in connection with the Committee Bay Report. As Mr. Ross is no longer with Roscoe Postle Associates Inc. (now SLR Consulting (Canada) Ltd.), Luke Evans, P.Eng. of SLR has reviewed and approved the information related to the Committee Bay Project and the Committee Bay Report contained or incorporated by reference in this Prospectus.
Eugene Puritch, P.Eng., FEC, CET, Antoine Yassa, P.Geo., Andrew Bradfield, P.Eng., and Allan Armitage, Ph.D., P.Geo. have acted as a "qualified persons" as defined in NI 43-101 in connection with the Eau Claire Report and has reviewed and approved the information related to the Eau Claire Project contained or incorporated by reference in this Prospectus.
All other scientific and technical information in this Prospectus, including the documents incorporated by reference herein, and relating to the mineral projects or properties material to Fury Gold, including information given after the date of the applicable Technical Reports, has been reviewed and approved by Bryan Atkinson, P.Geo, Senior Vice President, Exploration, and David Frappier-Rivard, P.Geo, Exploration Manager of the Company, each of whom is a "qualified person" under NI 43-101.
Each of the aforementioned firms or persons held less than one percent of any class of the Company's securities or of any of the Company's associates or affiliates when they prepared the Technical Reports referred to above or following the preparation of such Technical Reports. None of the aforementioned firms or persons received any direct or indirect interest in any of the Securities or property or of any of the Company's associates or affiliates in connection with the preparation of such Technical Reports.
None of the aforementioned firms or persons, nor any directors, officers or employees of such firms, are currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any of its associates or affiliates, other than Bryan Atkinson, P.Geol, Senior Vice President, Exploration, and David Frappier-Rivard, P.Geo., Exploration Manager of the Company, each of whom was at the time of reviewing and approving the applicable information and remains, as of the date of this Prospectus, a director, officer or employee of the Company or one of its subsidiaries.
PURCHASERS' STATUTORY AND CONTRACTUAL RIGHTS
Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revision of the price or damages if the Prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal adviser. Notwithstanding the foregoing, in certain cases, the Company may determine to seek to obtain an exemption from the prospectus delivery requirements.
In addition, original purchasers of convertible, exchangeable or exercisable Securities (or Units comprised wholly or partly of such Securities) will have a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of such Securities. The contractual right of rescission will be further described in any applicable Prospectus Supplement, but will, in general, entitle such original purchasers to receive the amount paid for the applicable convertible, exchangeable or exercisable Security (and any additional amount paid upon conversion, exchange or exercise) upon surrender of the underlying securities acquired thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable Security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable Security under this Prospectus.
However, purchasers of Securities distributed under an "at-the-market distribution" by the Company do not have the right to withdraw from an agreement to purchase the Securities and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the Prospectus, Prospectus Supplement and any amendment relating to the Securities purchased by such purchaser because no Prospectus, Prospectus Supplement and any amendment relating to the Securities purchased by such purchaser will not be sent or delivered to such purchaser, as permitted under Part 9 of NI 44-102. In addition, any remedies under securities legislation that a purchaser of Securities distributed under an "at-the-market distribution" by the Company may have against the Company or its agents for rescission or, in some jurisdictions, revisions of the price, or damages if the Prospectus, Prospectus Supplement, and any amendment relating to Securities purchased by a purchaser contain a misrepresentation will remain unaffected by the non-delivery of the Prosecutes referred to above.
In an offering of convertible, exchangeable or exercisable Securities (or Units comprised wholly or partly of such Securities), investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the Prospectus is limited, in certain provincial securities legislation, to the price at which convertible, exchangeable or exercisable Securities (or Units comprised wholly or partly of such Securities) are offered to the public under this Prospectus. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon the conversion, exchange or exercise of the Security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces.
The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights and consult with a legal adviser.
SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES
Forrester (Tim) Clark, the Chief Executive Officer and a director of the Company, resides outside of Canada, and has appointed the following the Company, at 34 King Street East, Suite 601, Toronto, Ontario, M5C 2X8 as his agent for service of process in Canada.
Investors in the Securities are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.
We are a Canadian company incorporated under the BCBCA. The majority of the Company's directors and executive officers are residents of Canada or otherwise live outside the United States, and all or a substantial portion of their assets, and all or a substantial portion of the Company's assets, are located outside the United States. As a result, it may be difficult or impossible to serve process on us or on such persons in the United States or to obtain or enforce judgments obtained in United States courts or Canadian courts against them or us based on the civil liability provisions of the federal securities laws of the United States. There is doubt as to whether Canadian courts would enforce the civil liability claims brought under United States federal securities laws in original actions and/or enforce claims for punitive damages. A final judgment for a liquidated sum in favour of a private litigant granted by a United States court and predicated solely upon civil liability under United States federal securities laws would, subject to certain exceptions identified in the law of individual provinces of Canada, likely be enforceable in Canada if the United States court in which the judgment was obtained had a basis for jurisdiction in the matter that would be recognized by the domestic Canadian court for the same purposes. There is a significant risk that a given Canadian court may not have jurisdiction or may decline jurisdiction over a claim based solely upon United States federal securities law on application of the conflict of laws principles of the province in Canada in which the claim is brought.
The Company filed with the SEC, concurrently with the Registration Statement on Form F-10 of which this Prospectus forms a part, an appointment of agent for service of process on Form F-X. Under the Form F-X, the Company appointed Puglisi & Associates as its agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving the Company in a United States court arising out of or related to or concerning the offering of Securities under the Registration Statement on Form F-10.
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
The following documents have been, or will be, filed with the SEC as part of the Registration Statement on Form F-10 relating to the Securities, of which this Prospectus forms a part:
(1) the documents listed under "Documents Incorporated by Reference";
(2) the consent of Deloitte LLP;
(3) powers of attorney from certain of the Company's directors and officers; and
(4) the consents of the "qualified persons" referred to in this Prospectus under "Interest of Experts".
A copy of the form of any applicable warrant agreement or subscription receipt agreement, as applicable, will be filed by post-effective amendment or by incorporation by reference to documents filed or furnished with the SEC under the Exchange Act.
WHERE TO FIND MORE INFORMATION
We have filed with the SEC the Registration Statement on Form F-10 relating to the Securities. This Prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement, certain items of which are contained in the exhibits to the registration statement as permitted by the rules and regulations of the SEC. See "Documents Filed as Part of the Registration Statement". For further information with respect to the Company and the Securities, reference is made to the registration statement and the exhibits thereto. Statements included or incorporated by reference in this Prospectus about the contents of any contract, agreement or other documents referred to are not necessarily complete, and in each instance, you should refer to the exhibits for a complete description of the matter involved. Each time we sell Securities under the registration statement, we will provide a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement may also add, update or change information contained in this Prospectus.
We file annual and quarterly financial information and material change reports, business acquisition reports and other materials with the securities commission or similar regulatory authority in each of the provinces and territories of Canada and with the SEC. Under the multi-jurisdictional disclosure system adopted by the United States and Canada, documents and other information that we file with the SEC may be prepared in accordance with the disclosure requirements of Canada, which are different from those of the United States. As a foreign private issuer, the Company is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and the Company's officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, the Company is not required to publish financial statements as promptly as U.S. companies. You may read and download any public document that we have filed with applicable securities commissions or similar regulatory authorities in Canada on SEDAR at www.sedar.com ("SEDAR"). You may read and download the documents that we have filed with or furnished to the SEC on EDGAR at www.sec.gov/edgar.shtml ("EDGAR").
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PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
Indemnification of Directors and Officers.
Fury Gold Mines Limited (the "Registrant") is subject to the provisions of the Business Corporations Act (British Columbia) (the "BCBCA") and the articles of the Registrant (the "Articles") regarding indemnification of the directors and officers of the Registrant.
Indemnification under the BCBCA
Under Section 160 of the BCBCA, an individual who:
is or was a director or officer of the Registrant,
is or was a director or officer of another corporation (i) at a time when the corporation is or was an affiliate of the Registrant, or (ii) at the request of the Registrant, or
at the request of the Registrant, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity,
and includes, the heirs and personal or other legal representatives of that individual (collectively, an "eligible party"), may be indemnified by the Registrant against a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, a proceeding (an "eligible penalty") in which, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Registrant or an associated corporation, (a) the eligible party is or may be joined as a party, or (b) the eligible party is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding ("eligible proceeding") to which the eligible party is or may be liable. Section 160 of the BCBCA also permits the Registrant to pay the expenses actually and reasonably incurred by an eligible party after the final disposition of the eligible proceeding.
Under Section 161 of the BCBCA, the Registrant must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by the eligible party in respect of that proceeding if the eligible party (a) has not been reimbursed for those expenses, and (b) is wholly successful, on the merits or otherwise, in the outcome of the proceeding or is substantially successful on the merits in the outcome of the proceeding.
Under Section 162 of the BCBCA, the Registrant may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of that proceeding; provided the Registrant must not make such payments unless it first receives from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by Section 163, the eligible party will repay the amounts advanced.
Under Section 163 of the BCBCA, the Registrant must not indemnify an eligible party against eligible penalties to which the eligible party is or may be liable or pay the expenses of an eligible party in respect of that proceeding under Sections 160, 161 or 162 of the BCBCA, as the case may be, if any of the following circumstances apply:
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if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify or pay expenses was made, the Registrant was prohibited from giving the indemnity or paying the expenses by its memorandum or articles;
if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, the Registrant is prohibited from giving the indemnity or paying the expenses by its memorandum or articles;
if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the Registrant or the associated corporation, as the case may be; or
in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party's conduct in respect of which the proceeding was brought was lawful.
Under Section 163(2) of the Act, if an eligible proceeding is brought against an eligible party by or on behalf of the Registrant or by or on behalf of an associated corporation, the Registrant must not either indemnify the eligible party against eligible penalties to which the eligible party is or may be liable in respect of the proceeding, or, after the final disposition of an eligible proceeding, pay the expenses of the eligible party under Sections 160, 161 or 162 of the BCBCA in respect of the proceeding.
Under Section 164 of the BCBCA, despite any other provision of Division 5-Indemnification of Directors and Officers and Payment of Expenses under the BCBCA and whether or not payment of expenses or indemnification has been sought, authorized or declined under such Division, the Supreme Court of British Columbia may, on application of the Registrant or an eligible party,
order the Registrant to indemnify the eligible party or to pay the eligible party's expenses;
order the Registrant to pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding;
order the enforcement of, or any payment under, an agreement of indemnification entered into by the Registrant;
order the Registrant to pay some or all of the expenses actually and reasonably incurred by any person in obtaining an order under this section; or
make any other order the Court considers appropriate.
Indemnification under the Articles
The Articles may affect its power or obligation to give an indemnity or pay expenses. As indicated above, this is subject to the overriding power of the Supreme Court of British Columbia under Section 164 of the BCBCA.
Under the Articles, subject to the provisions of the BCBCA, the Registrant must indemnify a director or former director of the Registrant and the heirs and legal personal representatives of all such persons against all eligible penalties to which such person is or may be liable, and the Registrant must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and officer is deemed to have contracted with the Registrant on the terms of the indemnity contained in the Articles. The failure of a director or officer of the Registrant to comply with the BCBCA or the Articles does not invalidate any indemnity to which such person is entitled under the Articles.
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Under the Articles, the Registrant may purchase and maintain insurance for the benefit of any eligible party against any liability incurred by such party as a director, officer or person who holds or held an equivalent position.
Underwriters, dealers or agents who participate in a distribution of securities registered hereunder may be entitled under agreements to be entered into with the Registrant to indemnification by the Registrant against certain liabilities, including liabilities under the U.S. Securities Act, and applicable Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof.
Indemnification for Liabilities under the U.S. Securities Act
Insofar as indemnification for liabilities arising under the U.S. Securities Act, may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the U.S. Securities Act and is therefore unenforceable.
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|
Exhibit No. |
Description |
|
Consent of David Frappier-Rivard, P. Geo, Exploration Manager of the Registrant (1) |
|
|
Consent of Bryan Atkinson, P.Geo, Senior Vice-President Exploration of the Registrant (1) |
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| 6.1 | Powers of Attorney (included on the signature page in Part III of the Registration Statement filed) |
| 7.1 | Trust Indenture (1) |
| 107 | Filing Fee Table (1) |
(1) Filed as an exhibit hereto.
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PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Item 1. Undertaking.
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to this Form F-10 or to transactions in said securities.
Item 2. Consent to Service of Process.
Concurrently with the filing of this Registration Statement, the Registrant has filed with the Commission a written Appointment of Agent for Service of Process and Undertaking on Form F-X.
Any change to the name or address of the Registrant's agent for service of process shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the U.S. Securities Act, the Registrant certifies that it has reasonable grounds to believe that they meet all of the requirements for filing on Form F-10 and has duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Canada, on this 14th day of June, 2023.
FURY GOLD MINES LIMITED
By: /s/ Forrester A. Clark
_________________________________________________
Name: Forrester A. Clark
Title: Chief Executive Officer
SIGNATURES AND POWERS OF ATTORNEY WITH RESPECT TO
FURY GOLD MINES LIMITED
Each person whose signature appears below hereby constitutes and appoints Forrester (Tim) Clark, Chief Executive Officer, and Lynsey Sherry, Chief Financial Officer, and each of them, any of whom may act without the joinder of the other, the true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, for and in the name, place, stead of the undersigned, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the U.S. Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated and on this 14th day of June, 2023.
|
Signature |
Title |
|
____________________________________ |
Chief Executive Officer and Director |
|
/s/ Lynsey Sherry ____________________________________ |
Chief Financial Officer |
|
/s/ Jeffrey Mason ____________________________________ |
Director |
|
/s/ Steve Cook ____________________________________ |
Director |
|
/s/ Michael Hoffman ____________________________________ |
Director |
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|
____________________________________ |
Director |
|
/s/ Brian Christie ____________________________________ |
Director and Chairman |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the U.S. Securities Act, the undersigned has signed this Registration Statement, solely in its capacity as the duly authorized representative of the Registrant in the United States, on this 14th day of June, 2023.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
___________________
Name: Donald J. Puglisi
Title: Managing Director
| This ‘F-10’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 6/29/23 | 6-K | |||
| 6/23/23 | ||||
| Filed as of: | 6/15/23 | F-X | ||
| Filed on: | 6/14/23 | F-X | ||
| 6/13/23 | ||||
| 6/5/23 | 6-K | |||
| 5/31/23 | 6-K | |||
| 5/18/23 | 6-K | |||
| 5/15/23 | 6-K | |||
| 3/31/23 | 6-K | |||
| 3/29/23 | ||||
| 3/24/23 | 40-F | |||
| 2/13/23 | 6-K | |||
| 1/23/23 | 6-K | |||
| 12/31/22 | 40-F | |||
| 12/22/22 | ||||
| 10/24/22 | 6-K | |||
| 10/13/22 | 6-K | |||
| 9/12/22 | 6-K | |||
| 8/3/22 | 6-K | |||
| 2/25/22 | 6-K | |||
| 12/31/21 | 40-F | |||
| 12/6/21 | 6-K | |||
| 1/1/21 | ||||
| 2/25/19 | ||||
| 2/4/18 | ||||
| 10/23/17 | 6-K | |||
| 5/31/17 | ||||
| 6/9/08 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/13/23 Fury Gold Mines Ltd. F-10/A 6:758K Newsfile Corp./FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/24/23 Fury Gold Mines Ltd. 6-K 6/29/23 7:1.3M Newsfile Corp./FA 5/18/23 Fury Gold Mines Ltd. 6-K 3/23/23 3:546K Newsfile Corp./FA 5/11/23 Fury Gold Mines Ltd. 6-K 3/31/23 5:857K Blueprint/FA 3/27/23 Fury Gold Mines Ltd. 40-F 12/31/22 123:9M Blueprint/FA |