Fury Gold Mines Limited — Proxy Solicitation & Information Statement 2020

Sep 9, 2020

LEGAL NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that an annual and special meeting (“ Meeting ”) of the holders of Auryn Shares, combined with a meeting of the holders of Auryn incentive share purchase options (“ Auryn Options ”) and Auryn share purchase warrants (“ Auryn Warrants ”) will be held online, on Monday October 5, 2020 at 10:00 a.m. (Vancouver time) for the following purposes:

Annual and Ordinary Course Matters – (Only Auryn Shareholders Vote)

1. To consider the audited financial statements of the Company for its fiscal year ended December 31, 2019 and the report of the auditor thereon (together the “ financial statements ”) (see “General Proxy Information – Financial Statements” in the Circular);

2. To set the number of directors to be elected to the Auryn Board at eight (see “ General Proxy Information Election of Directors ” in the Circular);

3. To elect directors of the Company for the ensuing year (see “ General Proxy Information – Election of Directors ” in the Circular);

4. To appoint an auditor of the Company for the ensuing year (see “ General Proxy Information – Appointment of Auditor ” in the Circular);

5. To consider, and if thought advisable, to pass an ordinary resolution to ratify, confirm and approve the continuation of the Company’s 10% rolling share option plan (the “ 2020 Option Plan ”), as described in the Circular (see “ The Meeting – Particulars of Special Matters to be Acted upon ” in the Circular);

6. To consider, and if thought advisable, to pass a special resolution to approve the adoption of new corporate articles (the “ 2020 Articles ”) replacing the Company’s current articles in order to consolidate and update them. (see “ Particulars of Special Matters to be Acted upon ” in the Circular);

Special Business – Reorganization Arrangement, Eastmain Acquisition and Financing (Auryn Shareholders and Securityholders Votes)

1. All (i) Auryn Shareholders, and separately (ii) Auryn Shareholders, Auryn Optionholders and Auryn Warrantholders (collectively “ Auryn Securityholders ”) together as a single class, will be asked to consider pursuant to an Auryn Interim Order, attached as Appendix “D”, and, if thought advisable, to pass in two separate votes, with or without amendment, the Reorganization Arrangement Resolution approving the Reorganization Arrangement under section 288 of the Business Corporations Act (British Columbia), the full text of which resolution is set forth in Appendix “B”to the Circular;

2. Auryn Shareholders to consider and if thought fit, approve the common share equity dilution that will arise from the Eastmain Acquisition;

3. Disinterested Auryn Shareholders to consider and if thought fit, approve a $22.5-$23 million Financing involving the proposed issuance of 7.50 to 7.75 million common shares of Fury Gold. The Financing will initially be in the form of a sale of conditional subscription receipts sold at a price of $2.00 per subscription receipt for subscription receipts that are exchanged into non-flow through shares of Fury Gold and $3.50 per subscription receipt for subscription receipts that are exchanged into flow through shares of Fury Gold, with such exchanges being conditional on the completion of the Reorganization Arrangement and Eastmain Acquisition, amongst other escrow release conditions. Any current Auryn Shareholders participating in the Financing will be excluded from this vote.

4. To transact such related or other business as may properly come before the Meeting or any adjournments thereof.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

Registered Auryn Shareholders, Auryn Optionholders or Auryn Warrantholders (as defined in this Circular under the heading “Voting at the Meeting”) and duly appointed proxyholders can attend the meeting online at https:// web.lumiagm.com/481668070 (password: auryn2020) where they can participate, vote (shareholders vote on all matters, Auryn Optionholders and Warrantholders only on #7 above) , or submit questions during the meeting’s live webcast.

The accompanying Circular provides additional information relating to the matters to be addressed at the Meeting, including the Reorganization Arrangement, and is deemed to form part of this Notice.

HOW TO VOTE

Registered Auryn Shareholders, Auryn Warrantholders and Auryn Optionholders are entitled to vote at the Meeting either online or by proxy. A physical meeting will not be held due to COVID-19. Registered Auryn Shareholders, Auryn Warrantholders and Auryn Optionholders are encouraged to vote in the following ways at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting:

• Internet Vote – www.investorvote.com (enter the 15-digit control number provided on your form of proxy to vote);

• Telephone Vote – Securityholders who wish to vote by phone should call 1-866-732-8683 (toll-free in North America) and enter the 15-digit control number printed on your form of proxy. Follow the interactive voice recording instructions to vote;

• By Hand, by Courier or by Registered Mail:

Computershare Investor Services Inc. 8th Floor, 100 University Avenue Proxy Department Toronto, Ontario M5J 2Y1

• Virtually at the Meeting (see Appendix “M” – Online Voting Guide).

The Chair of the Meeting may waive the proxy cut-off time at his discretion without notice. Please advise Auryn of any change in your mailing address.

Non-Registered Auryn Shareholders who do not hold their Auryn Shares in their own name should also instruct their broker or other Intermediary to complete the Auryn Letter of Transmittal with respect to such holders’ Auryn Shares and to deliver such Auryn Letter of Transmittal to Computershare, as depository, in order to receive the Fury Gold Shares and SpinCo Shares pursuant to the Reorganization Arrangement.

If you are a non-registered shareholder, please refer to the section in the Circular entitled “ General Proxy Information – Non-Registered Holders ” for information on how to vote your Auryn Shares.

Take further notice that, pursuant to the Auryn Interim Order, each registered Auryn Shareholder, has been granted the right to dissent in respect of the Reorganization Arrangement Resolution and, if the Reorganization Arrangement becomes effective, to be paid the fair value of the common shares of Auryn in respect of which such registered Auryn Shareholder dissents by the Company, in accordance with the dissent procedures contained in the Auryn Interim Order. To exercise such right, (a) a written notice of dissent with respect to the Reorganization Arrangement Resolution from the registered Auryn Shareholder must be received by Auryn at its registered address for such purpose, 1500-1055 West Georgia Street, Vancouver, B.C. V6E 4N7 Attention: Cory Kent, by not later than 10:00 a.m. (Vancouver time) on October 1, 2020, or two Business days prior to any adjournment of the Meeting, and (b) the registered Auryn Shareholder must have otherwise complied with the

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.

dissent procedures in the Auryn Interim Order. The right to dissent is described in the Circular and the text of the Auryn Interim Order is set forth in Appendix “D” and Appendix “E” respectively to the Circular. Failure to strictly comply with the requirements set forth in the Auryn Interim Order may result in the loss of any right of dissent. A right of dissent is afforded only to Registered Shareholders, not to any other class of Auryn Securityholder.

SEE “Appendix “M” – ONLINE VOTING INSTRUCTIONS IF YOU WISH TO PARTICPATE IN THE MEETING.

DATED at Vancouver, British Columbia, this September 3, 2020.

BY ORDER OF THE BOARD

“Shawn Wallace”

Shawn Wallace, President and Chief Executive Officer

==> picture [34 x 24] intentionally omitted <==

Voting Methods Internet

==> picture [35 x 23] intentionally omitted <==

Telephone or Fax

==> picture [35 x 25] intentionally omitted <==

Mail

Registered Securityholders

Common Shares, Options Vote online at or Warrants held in own www.investorvote.com name and represented by a physical certificate.

Telephone: 1-866-732-8683 Fax: 1-866-249-7775

Return the form of proxy in the enclosed postage paid envelope.

Non-Registered Shareholders

Vote online at Common Shares held with www.proxyvote.com a broker, bank or other intermediary.

Call or fax to the number(s) listed on your voting instruction form.

Return the voting instruction form in the enclosed postage paid envelope.

If you have any questions or need assistance completing your proxy or Voting Instruction Form, please call Laurel Hill at 1-877-452-7184 or email assistance@laurelhill.com.