FURY GOLD MINES LIMITED

ANNUAL INFORMATION FORM

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2023

DATED APRIL 2, 2024

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TABLE OF CONTENTS

INTRODUCTORY NOTES

4

Cautionary Note Regarding Forward-Looking Statements

4

Cautionary Note to United States Investors Regarding Presentation of Mineral Resource Estimates

6

Resource Category (Classification) Definitions

8

CORPORATE STRUCTURE

9

Name, Address and Incorporation

9

Inter-corporate Relationships

10

GENERAL DEVELOPMENT OF THE BUSINESS

11

Business of Fury Gold

11

Three Year History Fury Gold's Business

12

Eau Claire Exploration Program

12

Committee Bay Project Drill and Exploration Program

12

Financing

12

Corporate developments

12

Eau Claire Exploration Program

13

Completion of Sale of Homestake Ridge Project to Dolly Varden and Investor Rights Agreement

13

2022 Partial Sale of Dolly Varden Shareholdings

14

Eau Claire Exploration Program

14

Corporate developments

16

BUSINESS DESCRIPTION

16

General

16

Specialized Skill and Knowledge

17

Competitive Conditions

17

Cyclical and Seasonal

17

Intangible Properties

17

Environmental Protection

17

Employees

18

Social and Environmental Policies

18

Indigenous and Local Community Engagement

18

Continuing Operations and COVID-19

19

THE COMPANY'S MINERAL PROJECTS

19

Eau Claire Project

19

Property Description and Location

19

Accessibility, Climate, Local Resources, Infrastructure and Physiography

21

Geology and Mineralization

21

Mineral Resources

22

Sample Preparation, Analyses and Security

22

Sampling, Analysis and Data Verification

23

Mineral Processing and Metallurgical Testing

24

2023 Mineral Resource Estimate

24

Conclusions

25

Recommendations

26

Regional Exploration:

28

Committee Bay Project

29

Description and Location

29

Access, Climate, Local Resources, Infrastructure and Physiography

30

Geology, Mineralization and Deposit Types

31

History

31

Sampling, Analyses and Data Verification

32

Committee Bay RAB Drilling QA/QC Disclosure

32

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Committee Bay Diamond Drilling QA/QC Disclosure

32

Committee Bay Grabs QA/QC Disclosure:

32

Mineral Processing and Metallurgical Testing

33

Committee Bay Mineral Resource Estimates

34

Exploration Program Recommendations

36

2015 through 2021 Committee Bay Exploration by Fury

37

2018 Committee Bay Exploration Program

37

2019 Committee Bay Exploration Program

37

2021 Committee Bay Project Drill and Exploration Program

38

2022 and 2023 Committee Bay Project Exploration Program

39

Éléonore South Property, Québec, Canada

39

RISK FACTORS

40

Exploration Activities May Not Be Successful

40

Commodity Price Fluctuations and Cycles

41

Additional Funding Requirements and Shareholder Equity Dilution

41

Negative Cash Flow

42

Indirect Economic Interest in the Homestake Ridge Project

42

Price Volatility of Publicly Traded Securities

42

Mineral Resource Estimates

43

Inflation

43

Property Commitments

43

Environmental Regulatory, Health & Safety Risks

43

Relationships with Local Communities and Indigenous Organizations

44

Environmental Protection

44

Climate Change

45

Changes in Government Regulation

45

Competitive Conditions

46

Local Community Uncertainties

46

Acquisitions May Not Be Successfully Integrated

46

Changes in the Market Price of Common Shares

46

Properties May Be Subject to Defects in Title

47

Reliance on Contractors and Experts

47

Qualified and Experienced Employees, Management, and Board Members

47

Legal and Litigation Risks

47

Risks Relating to Statutory and Regulatory Compliance

47

Insurance Risk

48

Limited Business History and No History of Earnings

48

Claims by Investors Outside of Canada

48

No-Dividends Policy

48

Disclosure and Internal Controls

49

Cybersecurity Risks

49

Social Media Risks

50

Liabilities relating to Past Issuances of Flow-Through Shares

50

DESCRIPTION OF CAPITAL STRUCTURE

50

Attributes of Common Shares

50

MARKET FOR SECURITIES

51

Trading Price and Volume

51

Prior Sales

52

DIRECTORS AND EXECUTIVE OFFICERS

52

Name, Principal Occupation and Province or State of Residence

52

Management Security Holdings

54

Management History of Cease Trade Orders, Bankruptcies, Penalties or Sanctions

54

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Potential Conflicts of Interest

55

Audit Committee

55

Audit Committee Charter

55

Composition of the Audit Committee

55

Relevant Education and Experience of Audit Committee Members

55

Pre-Approval Policies and Procedures

56

External Auditor Service Fees

56

Other Board Committees

57

No Legal Proceedings

57

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

57

Agreement with Universal Mineral Services Ltd

57

TRANSFER AGENT AND REGISTRAR

58

AUDITOR

58

MATERIAL CONTRACTS

58

INTERESTS OF EXPERTS

58

ADDITIONAL INFORMATION

59

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INTRODUCTORY NOTES

In this Annual Information Form (the "AIF") the "Company", "Fury Gold", "we", "us" or "our" refers to Fury Gold Mines Limited, together with, as the context requires, its subsidiaries or its predecessors.

This AIF is dated April 2, 2024. Except as otherwise indicated, all information contained herein is as at December 31, 2023. In this AIF, unless otherwise indicated, all dollar amounts and references to "C$" or "$" are to Canadian dollars and references to "US$" are to U.S. dollars. All dollar amounts are expressed in thousands of Canadian dollars unless otherwise indicated.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made in this AIF contain forward-looking information within the meaning of applicable Canadian and United States securities laws ("forward-lookingstatements"). These forward-looking statements are presented for the purpose of assisting the Company's securityholders and prospective investors in understanding management's intentions and views regarding future outcomes and are inherently uncertain and should not be heavily relied upon. When used in this AIF, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "seek", "propose", "estimate", "expect", and similar expressions, as they relate to the Company, identify such forward-looking statements. Specific forward-looking statements in this AIF include:

  • 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 Company's estimated mineral resources;
  • 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,
  • permitting timelines 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;
  • the liquidity of the common shares in the capital of the Company; and
  • other events or conditions that may occur in the future.

The forward-looking statements contained in this AIF represent the Company's views as of the date hereof. The assumptions related to these plans, estimates, projections, beliefs and opinions may change without notice and in unanticipated ways. Many assumptions may prove to be incorrect, including:

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  • the Company's budgeting plans, expected 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 and attracting finance for precious metal exploration will be possible;
  • the Company's ability to obtain or renew the licenses, permits and regulatory approvals necessary for its planned exploration;
  • the Company's exploration plans will not be adversely impacted by declines in prices of precious metals and consequent impairment of the Company's ability to finance its operations
  • that operations and financial markets will not in the long term be adversely impacted by wars or pandemics;
  • the Company's ability to complete and successfully integrate acquisitions;
  • 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 expectations regarding the future demand for, and supply and price of, precious metals;
  • the Company's ability to recruit and retain qualified personnel to pursue its business operations;
  • the Company's mineral resource estimates, and the assumptions upon which they are based, are reasonably accurate;
  • 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.

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 adversely 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 AIF include, but are not limited to:

  • fluctuations in the current and projected prices for gold, other precious and base metals and other commodities (such as 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 as they involve uncertain geology and risk exploration failure 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

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contaminants, industrial accidents, unusual or unexpected geological or structural formations, pressures, cave-ins and flooding);

  • the speculative nature of mineral exploration and development; the estimation of mineral resources, the
    Company's ability to obtain funding, including the Company's ability to complete future equity financings;
  • environmental risks and remediation measures, including evolving environmental regulations and legislation;
  • changes in laws and regulations impacting exploration and mining activities;
  • the Company's mineral properties being subject to prior unregistered agreements, transfers or claims and other defects in title;
  • legal and litigation risks;
  • statutory and regulatory compliance;
  • insurance and uninsurable risks;
  • the continuation of our management team and our ability to secure the specialized skill and knowledge necessary to operate in the mining industry
  • the Company's limited business history and history of losses and negative cash, which will continue into the foreseeable future;
  • our inability to pay dividends, volatility in the Company's share price, 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 risks 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;
  • and public health crises such as the COVID-19 pandemic and other uninsurable risks.

While intended to list the primary risks were see, no list can contain 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 section entitled "Risk Factors" in this AIF and the Company's annual report on Form 20-Ffor the year ended December 31, 2023 to be filed with the United States Securities and Exchange Commission by April 30, 2024 (the "2023 Form 20-FAnnual Report"). Investors and others should carefully consider these risks and other factors and not place heavy reliance on the forward-looking statements.

The Company only updates its forward-looking statements, to the extent required by applicable securities laws.

Cautionary Note to United States Investors Regarding Presentation of Mineral Resource Estimates

This AIF uses the terms "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,

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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. Mining disclosure under U.S. securities law was previously required to comply with SEC Industry Guide 7 ("SEC Industry Guide 7") under the United States Securities Exchange Act of 1934, as amended. The SEC has adopted rules to replace SEC Industry Guide 7 with new mining disclosure rules under sub-part 1300 of Regulation S-K of the U.S. Securities Act ("Regulation S-K 1300") which became mandatory for U.S. reporting companies beginning with the first fiscal year commencing on or after January 1, 2021. Under Regulation S-K 1300, the SEC now recognizes estimates of "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources". In addition, the SEC has amended its definitions of "Proven Mineral Reserves" and "Probable Mineral Reserves" to be substantially similar to international standards. Readers are cautioned that despite efforts to harmonize U.S. mining disclosure rules with NI 43-101 and other international requirements, there are differences between the terms and definitions used in Regulation S-K 1300 and mining terms defined by CIM and used in NI 43 101, and there is no assurance that any mineral reserves or mineral resources that an owner or operator may report as "proven mineral reserves", "probable mineral reserves", "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" under NI 43-101 would be the same had the owner or operator prepared the reserve or resource estimates under the standards of Regulation S-K 1300.

As a "foreign private issuer" under United States securities laws, the Company was previously eligible to file its annual report on Form 40-F with the SEC pursuant to the multi-jurisdictional disclosure system. Consequently, the Company was not required to provide disclosure on its mineral properties under US Regulation S-K 1300 but rather provided disclosure under Canadian NI 43-101 and the Canadian Institute of Mining and Metallurgy (CIM) Standards. The Company has recently lost its eligibility to file its annual report on Form 40-F using Canadian standards due to the non-affiliate market capitalization of its public share float having a market value less than US$75 million. Consequently, the 2023 Form 20-F Annual Report to be filed by the Company with the SEC will include disclosure on the Company's material properties in accordance with the requirements of Regulation S-K 1300 which as noted above may materially differ from the requirements of NI 43-101 and the CIM Definition Standards.

There is no assurance any mineral resources that the Company may report as "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" under NI 43- 101 would be the same had the Company prepared the resource estimates under the standards adopted under the Regulation S-K 1300, but such disclosure will not be materially different than contained herein. United States investors are also cautioned that while the SEC will now recognize "measured mineral resources", "indicated mineral resources" and "inferred mineral resources", investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. 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.

The Company has no mineral reserves which require that the estimated resources be demonstrated to be economic in at least a pre-feasibility study. 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. Although in Canada, "inferred mineral resources" are subject to an expectation that there must be a reasonable probability of upgrading a majority of an inferred resource into a measured or indicated category, inferred resources have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the "inferred mineral resources" exist. 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.

Accordingly, information contained in this AIF 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" below for a description of certain of the mining terms used in this AIF.

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Resource Category (Classification) Definitions

The discussion of mineral deposit classifications in this AIF adheres to the CIM Definition Standards developed by the CIM. Estimated mineral resources fall into two broad categories dependent on whether the economic viability of them has been established and these are "mineral resources" (potential for economic viability) and "mineral reserves" (viable economic production is feasible). Resources are sub-divided into categories depending on the confidence level of the estimate based on level of detail of sampling and geological understanding of the deposit. The categories, from lowest confidence to highest confidence, are inferred mineral resource, indicated mineral resource and measured mineral resource. Reserves are similarly sub-divided by order of confidence into probable (lowest) and proven (highest). The Company at this time has not classified any of its mineral deposits as mineral reserves. These classifications can be more particularly described as follows:

A "mineral resource" is a concentration or occurrence of solid material of economic interest in or on the Earth's crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. The Company has no projects for which mineral reserves are claimed.

An "inferred mineral resource" is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. It has a lower level of confidence than that applying to an indicated mineral resource and must not be converted to a mineral reserve. It is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration.

An "indicated mineral resource" is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. It has a lower level of confidence than that applying to a measured mineral resource and may only be converted to a probable mineral reserve.

A "measured mineral resource" is that part of a mineral resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of modifying factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. It has a higher level of confidence than that applying to either an indicated mineral resource or an inferred mineral resource. It may be converted to a proven mineral reserve or to a probable mineral reserve.

A "mineral reserve" is the economically mineable part of a measured and/or indicated mineral resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as appropriate that include application of modifying factors, which are considerations used to convert mineral resources to mineral reserves and include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which mineral reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a mineral reserve must be demonstrated by a pre-feasibility study or feasibility study.

A "probable mineral reserve" is the economically mineable part of an indicated, and in some circumstances, a measured mineral resource. The confidence in the modifying factors applying to a probable mineral reserve is lower than that applying to a proven mineral reserve. The Company has not determined that any of its properties contain any probable mineral reserves.

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A "proven mineral reserve" is the economically mineable part of a measured mineral resource. A proven mineral reserve implies a high degree of confidence in the modifying factors. The Company has not determined that any of its properties contain any proven mineral reserves.

CORPORATE STRUCTURE

Name, Address and Incorporation

The Company was incorporated under the Business Corporations Act (British Columbia) (the "BCBCA") on June 9, 2008, under the name Georgetown Capital Corp. The Company was a Capital Pool Company under the policies of the TSX Venture Exchange (the "TSXV") and, accordingly, on February 23, 2011, the Company completed a qualifying transaction (the "Qualifying Transaction") with Full Metal Minerals USA Inc., a wholly owned subsidiary of Full Metals Minerals Ltd. Pursuant to the Qualifying Transaction, the Common Shares began trading on the TSXV. On October 15, 2013, the Company changed its name to Auryn Resources Inc. On November 1, 2016, the Company completed its graduation to the TSX and the Common Shares began trading on the TSX. In connection with the Company's graduation to the TSX, the Common Shares were voluntarily delisted from the TSXV. On July 17, 2017, the Common Shares also commenced trading on the NYSE American.

Fury Gold is a reporting issuer in all of the provinces and territories of Canada. In addition, the Common Shares are registered under Section 12(b) of the U.S. Exchange Act by virtue of being listed on the NYSE American. The Company's registered and records office is at 1500-1055 West Georgia Street, Vancouver, BC, V6E 4N7, and its head office is located at 1630-1177 West Hastings Street, Vancouver, BC, V6E 2K3.

2020 Merger and Reorganization

On October 9, 2020, the Company acquired all of the then-issued and outstanding shares of Eastmain Resources Inc. ("Eastmain") in accordance with the terms and conditions of the arrangement agreement dated August 10, 2020 (the "Arrangement Agreement"). On October 5, 2020, the Eastmain Transaction and the Spinco Transactions (as defined herein) received the approval of both the Company's and Eastmain's shareholders, and on October 7, 2020, the British Columbia Supreme Court and the Ontario Superior Court of Justice approved the Reorganization Arrangement and the Eastmain Arrangement, respectively, and both courts issued final orders approving the Eastmain Transaction and the Spinco Transactions. In accordance with the terms of the Arrangement Agreement, the Company changed its name to "Fury Gold Mines Limited" pursuant to a certificate of change of name dated October 8, 2020.

Immediately following the closing of the Transaction, the Company's ticker symbol for the Common Shares was changed to "FURY" effective October 12, 2020 on the NYSE American and October 13, 2020 on the TSX. Eastmain's shares were delisted from the TSX and removed from the OTCQB after the end of trading on October 9, 2020. Immediately following the closing of the Eastmain Arrangement, Eastmain became a wholly-owned subsidiary of Fury Gold.

2022 Sale of mineral interests to Dolly Varden Silver Corporation for Dolly Varden Shares

On February 25, 2022, the Company announced the completion of the sale of the 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 in exchange for a $5 million cash payment and the issuance of 76,504,590 common shares of Dolly Varden. On October 13, 2022, the Company reduced its holdings to 59,504,590 by selling 17 million 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 further dilutive equity financings completed by Dolly Varden on December 22, 2022 and November 2, 2023, Fury Gold held 59,504,590 common shares, representing a 22.03% interest in Dolly Varden as at December 31, 2023. The Company's interest in Dolly Varden was further reduced by 5,450,000 shares in a March 2024 private sale.

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Fury Gold Mines Ltd. published this content on 03 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 April 2024 03:52:02 UTC.