Denarius Metals — Proxy Solicitation & Information Statement 2020

Sep 9, 2020

PROXY

SPECIAL MEETING OF OPTIONHOLDERS OF

AURYN RESOURCES INC.

(the “ Company ”)

TO BE HELD VIRTUALLY AT HTTPS://WEB.LUMIAGM.COM/481668070 ON OCTOBER 5, 2020 AT 1:00 P.M., PACIFIC TIME, AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

The undersigned optionholder (the “ Optionholder ”) of the Company hereby appoints Shawn Wallace, Chief Executive Officer of the Company, or in the place of the foregoing, Ivan Bebek, Executive Chaiman of the Company, or in the place of the foregoing, ______ ( print the name ), as proxyholder for and on behalf of the Optionholder with the power of substitution to attend, act and vote for and on behalf of the Optionholder in respect of all matters that may properly come before the aforesaid meeting of the Optionholders of the Company (the “ Meeting ”) and at every adjournment thereof, to the same extent and with the same powers as if the undersigned Optionholder were present at the said Meeting, or any adjournment thereof.

The Optionholder hereby directs the proxyholder to vote the securities of the Company recorded in the name of the Optionholder as specified herein.

The securities represented by this proxy will be voted as directed by the Optionholder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management. The undersigned Optionholder hereby revokes any proxy previously given to attend and vote at said Meeting.

SIGN HERE:

________

RESOLUTIONS TO BE PASSED

VOTE VOTE FOR AGAINST

RESOLUTIONS

1. Approval of Reorganization Arrangement:

To consider, and if thought advisable, to pass, with or without amendment, a special resolution approving a plan of arrangement under section 288 of the Business Corporations Act (British Columbia), to distribute assets and reorganize and consolidate the share capital of the Company, the full text of which resolution is set forth in Appendix “B” to the accompanying Circular.

2. Eastmain Acquisition:

To consider, and if thought advisable, to pass, with or without amendment, an ordinary resolution, to authorize the Company to issue up to 53.1 million shares (37.3 million shares post Reorganization Arrangement) in order to acquire 100% ownership of Eastmain Resources Inc. pursuant to Arrangement Agreement, the full text of which resolution is set forth in Appendix “B” to the accompanying Circular.

PLEASE PRINT NAME:

________

1. Equity Financing Resolution:

DATE SIGNED:

________

NUMBER OF OPTIONS REPRESENTED BY PROXY: ________

THIS PROXY IS NOT VALID UNLESS IT IS DATED AND SIGNED. PROXIES MUST BE RECEIVED BY 1:00 P.M., PACIFIC TIME ON OCTOBER 1, 2020.

To consider, and if thought advisable, to pass an ordinary resolution of disinterested shareholders to approve the financing of the Company involving 7,500,000 subscription receipts sold at an average price of $3.00 per Fury Gold common share (including flow through shares) as such Fury Gold shares are constituted after effecting the Reorganization Arrangement and Eastmain Acquisition, representing 6.8% equity dilution in Fury Gold, the full text of which resolution is set forth in Appendix “B” to the accompanying Circular.

Notes to Proxy:

1. A Proxy will not be valid unless the form is completed, dated, signed and returned by mail or hand delivered to the Company’s head office at Suite 600, 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5, Canada, Attention: Tracy George, by 1:00 p.m., Pacific Time, on October 1, 2020. The Proxy may also be emailed to Tracy.George@umsmining.com by 1:00 p.m., Pacific Time, on October 1, 2020.

2. A Proxy must be in writing, dated the date on which it is executed, be executed by the Optionholder or his attorney authorized in writing or if the Optionholder is a corporation, by a duly authorized officer or attorney of the corporation and, if to apply to less than all the options registered in the name of the Optionholder, must specify the number of options to which it is to apply. Persons signing as executors, administrators, trustees or in some similar capacity should so indicate.

3. Any one of the joint holders of an option may sign a form of Proxy in respect of the option but, if more than one of them is present at the Meeting or represented by proxyholder, that one of them whose name appears first in the register of optionholders in respect of the option, or that one’s proxyholder, will alone be entitled to vote in respect thereof. Where the form of Proxy is signed by a corporation either its corporate seal must be affixed or the form should be signed by the corporation under the hand of an officer or attorney duly authorized in writing, which authorization must accompany the form of Proxy.

4. An Optionholder has the right to appoint a person, who need not be an Optionholder of the Company, other than the persons designated above, to attend and act for the Optionholder and on the Optionholder’s behalf at the Meeting other than any of the nominees designated in this form of Proxy, and may do so by inserting the name of that other person in the blank space provided for that purpose in this form of Proxy or by completing another suitable form of Proxy.

5. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

6. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

7. The options represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

8. The options represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the options will be voted accordingly.

9. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

10. This proxy should be read in conjunction with the accompanying documentation provided by Management.