EX-99.7 8 exhibit99-7.htm EXHIBIT 99.7 Auryn Resources Inc.: Exhibit 99.7 - Filed by newsfilecorp.com

AURYN RESOURCES INC.

ANNUAL INFORMATION FORM

 

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2016

DATED AS OF MARCH 28, 2017

 

600 – 1199 WEST HASTINGS STREET
VANCOUVER, BRITISH COLUMBIA
V6E 3T5


TABLE OF CONTENTS

PRELIMINARY NOTES  4
   
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS  4
   
RESOURCE CATEGORY (CLASSIFICATION) DEFINITIONS  5
   
CORPORATE STRUCTURE  7
   
     NAME, ADDRESS AND INCORPORATION  7
     INTER-CORPORATE RELATIONSHIPS  7
   
GENERAL DEVELOPMENT OF THE BUSINESS  8
   
     THREE YEAR HISTORY  8
     PERU PORTFOLIO 12
   
BUSINESS DESCRIPTION 12
   
     GENERAL 12
     RISK FACTORS 12
   
COMMITTEE BAY PROJECT 20
   
     TECHNICAL REPORT 20
     PROJECT DESCRIPTION, LOCATION, CLIMATE AND ACCESS 20
     HISTORY 23
     GEOLOGICAL SETTING, MINERALIZATION AND DEPOSIT TYPES 24
     EXPLORATION 25
     DRILLING 28
     QUALITY ASSURANCE/QUALITY CONTROL 34
     SAMPLE PREPARATION, ANALYSIS AND DATA VERIFICATION 34
     MINERAL PROCESSING AND METALLURGICAL TESTING 35
     MINERAL RESOURCE AND MINERAL RESERVE ESTIMATE 36
     EXPLORATION AND PRODUCTION 38
   
HOMESTAKE RIDGE PROJECT 39
   
     TECHNICAL REPORT 39
     PROJECT DESCRIPTION, LOCATION, CLIMATE AND ACCESS 40
     HISTORY 42
     GEOLOGICAL SETTING, MINERALIZATION AND DEPOSIT TYPES 43
     EXPLORATION 45
     DRILLING 46
     QUALITY ASSURANCE/QUALITY CONTROL 47
     SAMPLE PREPARATION, ANALYSIS AND DATA VERIFICATION 47
     MINERAL PROCESSING AND METALLURGICAL TESTING 48
     MINERAL RESOURCE AND MINERAL RESERVE ESTIMATE 50
     EXPLORATION AND RECOMMENDATIONS 52
   
PERUVIAN EXPLORATION PORTFOLIO 53
   
     TECHNICAL REPORT 53
     PROJECT DESCRIPTION, LOCATION AND MINERAL TENURE 54
     2016 EXPLORATION 54
     QUALITY ASSURANCE/QUALITY CONTROL & SAMPLE PREPARATION, ANALYSIS AND DATA VERIFICATION 55
     PROJECT DESCRIPTION, LOCATION AND MINERAL TENURE 56
     2016 EXPLORATION 57
     QUALITY ASSURANCE/QUALITY CONTROL & SAMPLE PREPARATION, ANALYSIS AND DATA VERIFICATION 58
     PROJECT DESCRIPTION, LOCATION AND MINERAL TENURE 58
     EXPLORATION 58


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DESCRIPTION OF CAPITAL STRUCTURE 59
   
     COMMON SHARES 59
     PREFERRED SHARES 59
     STOCK OPTIONS 59
     SHARE PURCHASE WARRANTS 59
   
MARKET FOR SECURITIES 60
   
     TRADING PRICE AND VOLUME 60
     PRIOR SALES 61
   
DIRECTORS AND EXECUTIVE OFFICERS 61
   
     NAME, OCCUPATION AND SECURITY HOLDING 61
     CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS 63
     CONFLICTS OF INTEREST 64
   
LEGAL PROCEEDINGS AND REGULATORY ACTIONS 64
   
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 64
   
TRANSFER AGENT AND REGISTRAR 65
   
AUDITOR 65
   
MATERIAL CONTRACTS 65
   
INTERESTS OF EXPERTS 65
   
AUDIT COMMITTEE INFORMATION 66
   
     AUDIT COMMITTEE CHARTER 66
     COMPOSITION OF THE AUDIT COMMITTEE 66
     RELEVANT EDUCATION AND EXPERIENCE 66
     PRE-APPROVAL POLICIES AND PROCEDURES 67
     EXTERNAL AUDITOR SERVICE FEES 67
   
ADDITIONAL INFORMATION 68


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TABLES

TABLE 1 Summary of Auryn Drilling (Committee Bay Project) 33
TABLE 2 Auryn Significant RAB Intersections (Committee Bay Project) 33
TABLE 3 Auryn Significant DDH Intersections 34
TABLE 4 Recovery Gold Results 36
TABLE 5 Committee Bay Project 2015 Mineral Resources 36
TABLE 6 Committee Bay Project 2015 High Grade Subset Mineral Resources 37
TABLE 7 Proposed Budget – Phase 1 (Committee Bay Project) 38
TABLE 8 Proposed Budget – Phase 2 (Committee Bay Project) 39
TABLE 9 Hybrid Test Circuit Results 49
TABLE 10 Mineral Resources To December 31, 2012 51
TABLE 11 Proposed Budget – Phase 1 (Homestake Ridge Project) 52
TABLE 12 Proposed Budget – Phase 2 (Homestake Ridge Project) 53
TABLE 13 Huilacollo Option Expenditures And Cash Payments 56
TABLE 14 Baños del Indio Work Expeditures and Cash Payments 58
TABLE 15 Outstanding Stock Options 59
TABLE 16 Outstanding Warrants 60
TABLE 17 Trading Price and Volume on TSX-V 60
TABLE 18 Trading Price and Volume on TSX 61
TABLE 19 Directors and Executive Officers 61
FIGURES
FIGURE 1 Consolidated Organizational Chart 8
FIGURE 2 Regional Exploration Target Areas 21
FIGURE 3 Expiration of Claims and Licenses 22
FIGURE 4 2015 and 2016 Geochemical Survey Results 27
FIGURE 5 2016 Exploration and Drill Targets 32
FIGURE 6 Homestake Ridge Mineral Claims 41
FIGURE 7 Mineral Claim Expiry Summary 42
FIGURE 8 Homestake Ridge Drill-hole Locations 46
FIGURE 9 Southern Sombrero Soil Survey and Trenching Results 55
FIGURE 10 Soil Survey Results: Newly Identified Multiple +50ppb Gold Anomalies 57


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PRELIMINARY NOTES

In this Annual Information Form (the “AIF”) Auryn Resources Inc. is referred to as the “Company” or “Auryn”. All information in this AIF is at March 28, 2017, unless otherwise indicated.

All dollar amounts are expressed in Canadian dollars unless otherwise indicated.

Common shares of the Company are referred to as “Common Shares”, the “Shares” or “Auryn Shares”.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Auryn cautions readers regarding forward-looking statements found in this document and in any other statement made by, or on the behalf of the Company. Such statements may constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information involves statements that are not based on historical information but rather relate to future operations, strategies, financial results or other developments. Forward-looking information is necessarily based upon estimates and assumptions, which are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond Auryn’s control and many of which, regarding future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by or on the Company’s behalf. Although Auryn has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. All factors should be considered carefully and readers should not place undue reliance on Auryn’s forward-looking information. Examples of such forward-looking information within this AIF include statements relating to: the future price of minerals, future capital expenditures, success of exploration activities, mining or processing issues, government regulation of mining operations and environmental risks. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “expects”, “estimates”, “anticipates”, or variations of such words and phrases (including negative and grammatical variations) or statements that certain actions, events or results “may”, “could”, “might” or “occur”. Forward-looking information is made based on management’s beliefs, estimates and opinions and are given only as of the date of this AIF. The Company undertakes no obligation to update forward-looking information if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law.

Forward-looking information reflects Auryn’s current views with respect to expectations, beliefs, assumptions, estimates and forecasts about the Company’s business and the industry and markets in which the Company operates. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions, which are difficult to predict. Assumptions underlying the Company’s expectations regarding forward-looking statements or information contained in this AIF include, among others, the Company’s ability to comply with applicable governmental regulations and standards, the Company’s success in implementing its strategies, achieving the Company’s business objectives, the Company’s ability to raise sufficient funds from equity financings in the future to support its operations, and general business and economic conditions. The foregoing list of assumptions is not exhaustive.

Persons reading this AIF are cautioned that forward-looking statements are only predictions, and that the Company’s actual future results or performance are subject to certain risks and uncertainties including:

risks related to the Company’s mineral properties being subject to prior unregistered agreements, transfers or claims and other defects in title;


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risks related to the Company’s history of losses, which may continue in the future;

 

 

risks related to increased competition and uncertainty related to additional financing that could adversely affect the Company’s ability to attract necessary capital funding or obtain suitable properties for mineral exploration in the future;

 

 

risks related to the Company’s officers and directors becoming associated with other natural resource companies, which may give rise to conflicts of interest;

 

 

uncertainty and volatility related to stock market prices and conditions;

 

 

further equity financing(s), which may substantially dilute the interests of the Company’s shareholders;

 

 

dependence on general economic, market or business conditions;

 

 

changes in business strategies;

 

 

changes in laws and regulations; and

 

 

other factors described under the heading “Risk Factors” in this AIF.

RESOURCE CATEGORY (CLASSIFICATION) DEFINITIONS

The discussion of mineral deposit classifications in this AIF adheres to the mineral resource and mineral reserve definitions and classification criteria developed by the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") 2005. Estimated mineral resources fall into two broad categories dependent on whether the economic viability of them has been established and these are namely "resources" (potential for economic viability) and ore "reserves" (viable economic production is feasible). Resources are subdivided 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.

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.


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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.

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.


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CORPORATE STRUCTURE

Name, Address and Incorporation

Auryn was incorporated under the name “Georgetown Capital Corp.” under the Business Corporations Act (British Columbia) on June 9, 2008. The Company was a Capital Pool Company under the policies of the TSX Venture Exchange (the “TSXV”). Auryn completed a qualifying transaction with Full Metal Minerals USA Inc. in February 2011. On October 15, 2013, the Company changed its name to “Auryn Resources Inc.” Auryn’s registered and records office is located at 1500 Royal Centre, 1055 West Georgia Street, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7. Auryn’s head office is located at Suite 600-1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5. Auryn is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.

Effective October 31, 2016, the Company’s common shares ceased trading on the TSXV,and effective November 1, 2016, the Company’s common shares became listed on the Toronto Stock Exchange (the “TSX”). As a result, the Company ceased to be a “venture issuer” as defined under National Instrument 51-102 Continuous Disclosure Requirements on November 1, 2016, and its shares trade under the symbol AUG.

Inter-corporate Relationships

Auryn has the following wholly-owned subsidiaries:

Subsidiary   Place of incorporation     Interest  
North Country Gold Corp.   British Columbia, Canada     100%  
Homestake Resource Corporation   British Columbia, Canada     100%  
Homestake Royalty Corp.   British Columbia , Canada     100%  
Corisur Peru S.A.C. (“Corisur”)   Tacna, Peru     100%  
Akkese Madencilik Sanayi Ve Ticaret (inactive) Turkey 100%

Notes:

  (i)

The Company holds its 100% interest in Corisur through an option agreement with a private Peruvian individual. This option can be exercised upon Corisur receiving the required authorization from the Peruvian government to allow foreign ownership within the special economic boarder zone.

     
  (ii)

Effective March 17, 2017, the Company completed the dissolution of Akkese Madencilik Ve Ticaret.

Intercompany relationships are described as follows:

(Remainder of page intentionally left blank)


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Figure 1 – Consolidated Organizational Chart

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

Private Placements

On November 8, 2013, Auryn completed a non-brokered private placement for gross proceeds of $2,196,500. The placement consisted of 4,393,000 common shares of Auryn (“Common Shares”) at a price of $0.50 per Common Share. Related to this share issuance, Auryn incurred costs in the amount of $31,503, which included cash commission of $16,000 and other legal and regulatory costs of $14,703.

On February 17, 2014, Auryn completed a non-brokered private placement for gross proceeds of $575,000. The placement consisted of 1,150,000 Common Shares at a price of $0.50 per Common Share. In relation to this issuance, Auryn incurred cash costs in the amount of $5,771.

On December 11, 2014, Auryn completed a non-brokered private placement for gross proceeds of $7,313,000. The placement consisted of 11,251,230 Common Shares at a price of $0.65 per Common Share. In relation to this issuance, Auryn incurred cash costs in the amount of $96,423.

On September 16, 2015, Auryn completed a non-brokered private placement for gross proceeds of $5,802,000. The placement consisted of 4,835,000 units at a price of $1.20 per unit. Each unit consisted of one Common Share and one common share purchase warrant. Each common share purchase warrant is exercisable into a Common Share of the Company at a price of $1.70 per Common Share for a period of 24 months. Related to this share issuance, Auryn incurred costs in the amount of $163,820, which included a cash commission of $119,520 and other legal and regulatory costs of $44,300.


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On January 24, 2017, the Company completed a strategic equity placement with Goldcorp Inc. (“Goldcorp”) as well as an equity placement of flow-through shares for total gross proceeds of $41,172,311.

The Company issued 9,542,402 common shares, of which an aggregate of 4,590,818 shares were issued as flow-through common shares sold by a syndicate of agents led by Beacon Securities Limited and including Echelon Wealth Partners Inc., Haywood Securities Inc. and PI Financial Corp. Of the shares ultimately purchased by Goldcorp, 4,590,818 were first issued to third party investors as flow-through shares at a price $5.01 per share and the remaining 4,951,584 common shares were purchased directly by Goldcorp at a price of $3.67 per share. Goldcorp’s total investment in the Company amounted to $35,020,615 and with this Goldcorp had acquired 12.5% interest in the outstanding common shares of the Company. Goldcorp has the right to maintain this percentage interest subject to certain obligations in an Investor Rights and Obligations Agreement.

May 2016 Prospectus Offering

On May 4, 2016, the Company completed a short form prospectus offering of 4,285,714 Common Shares at the price of $1.40 per share and 4,732,700 flow-through common shares (“Flow-Through Shares”) at the price of $1.89 per share including shares issued upon full exercise of the over-allotment option, for gross proceeds of $14,944,802.60 (the “Offering”). In connection with the Offering, the Company granted to the underwriters under the Offering an over-allotment option (the “Over-Allotment Option”) which, if exercised in full, would result in the issuance of an additional 559,006 Common Shares and 617,309 Flow-Through Shares and aggregate gross proceeds of $14,944,802.22. Beacon Securities Limited, PI Financial Corp, Canaccord Genuity Corp. and Echelon Wealth Partners Inc. (the “Underwriters”) acted as underwriters for the offering.

The proceeds received by the Company from the sale of the Flow-Through Shares will be used to incur Canadian exploration expenditures that are “flow-through mining expenditures” (as such terms are defined in the Income Tax Act (Canada)) on the Company’s mineral concessions, which will be renounced to the subscribers with an effective date no later than December 31, 2016, in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of Flow-Through Shares. The proceeds received by the Company from the sale of the Common Shares will be used by the Company for general corporate and working capital purposes.

Under the Offering, the Underwriters received a total cash commission equal to 6% of the gross proceeds raised, being $896,688.13, and 541,104 broker warrants (the “Broker Warrants”). The Broker Warrants entitle the Underwriters to purchase, within 24 months after closing of the Offering, Common Shares at $1.40 per share.

Joint Exploration Agreement with North Country

On March 16, 2015, Auryn entered into the Joint Exploration Agreement with North Country Gold Corp. (“North Country”) whereby Auryn was able to earn a 51% interest in the Committee Bay Gold Project (the “Committee Bay Project”) in Nunavut, Canada (the “NC Option”). As a condition of the Joint Exploration Agreement, Auryn purchased 10,000,000 North Country common shares at a price of $0.05 per share for a total cost of $500,000. Under the terms of the NC Option, Auryn was required to complete $6,000,000 in exploration expenditures within a 30-month period, with $500,000 committed within the first 12 months. If Auryn elects to exercise the NC Option, the two parties would then form a customary joint venture to advance the Committee Bay project.


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Change of Year-End

Effective June 4, 2015, the Company changed its financial year-end from June 30 to December 31 for years commencing on or after July 1, 2015.

Acquisition of North Country Gold Corp.

On September 25, 2015 pursuant to a plan of arrangement (“Arrangement”), the Company completed the acquisition of 100% of the issued and outstanding shares of North Country by issuing a total of 13,838,894 Common Shares. North Country was an exploration company focused on the discovery of precious metals in Northern Canada. Prior to the Arrangement, the Company and North Country were party to a joint exploration agreement where Auryn was to earn a 51% interest in the Committee Bay Project as described above. The completion of the acquisition resulted in Auryn owning 100% of the Committee Bay Project. The Committee Bay Project is the Company’s material property and focus of its resources, as more fully described under the heading “Committee Bay Project”.

Pursuant to the Arrangement, each outstanding share of North Country was exchanged for 0.1 of a Common Share of Auryn. For this transaction the Company issued a total of 13,838,894 Common Shares from treasury with a fair value of $1.22 per Common Share and 840,000 replacement options with a weighted average fair value of $0.61 per option. The fair value of the Common Shares was determined using the last closing market price of the Company’s shares on the day of the acquisition.

The North Country acquisition was accounted for as an asset acquisition and transaction costs associated with the acquisition totalling $161,383 are capitalized and included in the cost of the net assets acquired. North Country’s operations have been included in the Company’s results of operations from the acquisition date.

The allocation of purchase price, based on management’s estimate of the relative fair value of assets acquired and liabilities assumed is as follows:

Total purchase price:      
Fair value of common shares issued for acquisition $  16,883,451  
Fair value of investment in shares of North Country   1,200,000  
Fair value of stock options issued on acquisition   133,541  
Transaction costs associated with the acquisition   161,383  
Total purchase price to allocate $  18,378,375  
       
       
Cost of assets acquired and liabilities assumed:      
Cash and cash equivalents $  138,249  
Amounts receivable and prepaid expenses   666,298  
Equipment   1,858,001  
Mineral properties   17,999,192  
Accounts payable and accrued liabilities   (1,189,492 )
Asset retirement obligation   (1,093,873 )
  $  18,378,375  

The fair value of stock options issued to North Country’s employees and others providing similar services on acquisition has been estimated using the Black-Scholes option valuation model with the following assumptions:


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Risk-free interest rate   0.81%  
Expected dividend yield   nil  
Stock price volatility   104%  
Expected life (in years - weighted average)   0.54  

The fair value of the Company’s investment in North Country shares prior to the Arrangement was determined based on the closing share price for North Country on the TSXV immediately prior to the acquisition.

The Company considers this a “significant acquisition” pursuant to Part 8 of National Instrument 51-102 - Continuous Disclosure Obligations and filed a Business Acquisition Report on Form 51-102F4 dated November 5, 2015 in connection with its acquisition of North Country.

Acquisition of Homestake Resources

On September 7, 2016 the Company completed the acquisition of 100% of the issued and outstanding shares of Homestake pursuant to a plan of arrangement (the “Homestake Arrangement”). Under the terms of the Homestake Arrangement, Homestake shareholders received one Auryn common share for each seventeen (17) Homestake common shares held, resulting in the issuance of a total of 4,068,124 Common Shares with a fair value of $13,262,084. In addition to the Common Shares issued to Homestake shareholders, 97,786 replacement stock options with a weighted average fair value of $1.10 per option were granted to former Homestake employees and consultants and 286,167 replacement share purchase warrants were granted to former Homestake warrant holders at a weighted average fair value of $2.42 per warrant.

The acquisition of Homestake was accounted for as an asset acquisition and transaction costs associated with the acquisition, totalling $1,044,098, were included in the calculation of the purchase price. Transaction costs included the fair value of $725,686 related to 222,603 common shares issued as finders’ fees ($3.26 per common share), as well as $318,411 in professional fees, regulatory fees and other costs incurred in connection with the transaction. Homestake’s operations have been included in the Company’s results of operations from the acquisition date.

The allocation of the purchase price, based on the relative fair value of assets acquired and liabilities assumed is as follows:

Total purchase price:      
Fair value of common shares issued on acquisition $  13,262,084  
Fair value of investment in shares of Homestake (note 7)   285,000  
Fair value of stock options issued on acquisition   107,185  
Fair value of warrants issued on acquisition   692,005  
Transaction costs associated with the acquisition   1,044,097  
Total purchase price to allocate $  15,390,371  
       
       
Cost of assets acquired and liabilities assumed:      
Cash and cash equivalents $  799  
Amounts receivable and prepaid expenses   37,037  
Marketable securities   770,821  
Reclamation bond   55,001  
Mineral properties   16,060,125  
Accounts payable and accrued liabilities   (1,533,412 )
  $  15,390,371  


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The fair value of the replacement stock options and warrants issued on acquisition to Homestake employees and warrant holders, respectively, has been estimated using the Black-Scholes option valuation model with the following assumptions:

    Stock options     Warrants  
Risk-free interest rate   0.54%     0.54%  
Expected dividend yield   nil     nil  
Stock price volatility   63%     62%  
Expected life (in years - weighted average)   0.25     0.92  

Peru Portfolio

Auryn has acquired the rights a portfolio of gold and copper projects located in the Tacna province of Southern Peru (including the Banos del Indio project, Huilacollo and Curibaya). Together these projects encompass more than 50,000 hectares within the prolific Pliocene Au/Ag epithermal and Miocene Cu/Au porphyry belts.

The Company has also entered into an option agreement to acquire the 4,600 hectare, copper-gold Sombrero property located 340 kilometers SE of Lima in southern Peru.

BUSINESS DESCRIPTION

General

Auryn is a junior exploration company focused on the acquisition and exploration of mineral resource properties. The Company has two material mineral properties, the Committee Bay Project, a gold exploration property in Nunavut, Canada and the Homestake Ridge Project which covers approximately 7,500 hectares within the Iskut-Stewart-Kitsault belt, in north-western British Columbia.

The Company has also secured rights to various mining concessions in southern and central Peru.

As at December 31, 2016 the Company had approximately 22 full-time employees at its office in Vancouver, Canada. On November 30, 2016, the Company announced the appointment of Michael Kosowan to its Board of Directors.

The Company has not yet determined whether its mineral property interests contain economically recoverable mineral reserves. The Company's continuing operations and the underlying value of the Company’s mineral property interests are entirely dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the exploration of its mineral property interests, obtaining the necessary mining permits, and on future profitable production or the proceeds from the disposition of the exploration and evaluation assets.

Risk Factors

An investment in securities of Auryn involves significant risks, which should be carefully considered by prospective investors before purchasing such securities. Management of Auryn considers the following risks to be most significant for potential investors in Auryn, but such risks do not necessarily comprise all those associated with an investment in Auryn. Additional risks and uncertainties not currently known to management of Auryn may also have an adverse effect on Auryn’s business. If any of these risks actually occur, Auryn’s business, financial condition, capital resources, results of operations and/or future operations could be materially adversely affected.


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In addition to the other information set forth elsewhere in this AIF, the following risk factors should be carefully considered when considering risks related to Auryn’s business.

Commodity Price Fluctuations and Cycles

Junior resource exploration is significantly linked to the outlook for commodities. When the price of commodities being explored declines investor interests subsides and capital markets become very difficult. The price of commodities varies on a daily basis and there is no proven methodology for determining future prices. Price volatility could have dramatic effects on the results of operations and the ability of Auryn to execute its business plan. The mining business is subject to mineral price cycles. The marketability of minerals and mineral concentrates is also affected by worldwide economic cycles. Fluctuations in supply and demand in various regions throughout the world are common. In recent years, mineral prices have fluctuated widely. Moreover, it is difficult to predict with any certainty future mineral prices. As Auryn’s business is in the exploration stage and as Auryn does not carry on production activities, its ability to fund ongoing exploration is affected by the availability of financing which is, in turn, affected by the strength of the economy and other general economic factors.

Gold prices specifically are historically subject to wide fluctuation and are influenced by a number of factors beyond the control or influence of the Company. Some factors that affect the price of gold include: industrial and jewellery demand; central bank lending or purchase or sales of gold bullion; forward or short sales of gold by producers and speculators; future level of gold productions; and rapid short-term changes in supply and demand due to speculative or hedging activities by producers, individuals or funds. Gold prices are also affected by macroeconomic factors including: confidence in the global monetary system; expectations of the future rate of inflation; the availability and attractiveness of alternative investment vehicles; the general level of interest rates; the strength of, and confidence in the U.S. dollar, the currency in which the price of gold is generally quoted, and other major currencies; global and regional political or economic events; and costs of production of other gold producing companies. All of the above factors can, through their interaction, affect the price of gold by increasing or decreasing the demand for or supply of gold.

Exploration Activities May Not be Successful

Exploration for, and development of, mineral properties involves significant financial risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenditures may be required to establish reserves by drilling, to complete a feasibility study and to construct mining and processing facilities at a site for extracting gold or other metals from ore. Auryn cannot ensure that its future exploration programs will result in profitable commercial mining operations.

Also, substantial expenses may be incurred on exploration projects that are subsequently abandoned due to poor exploration results or the inability to define reserves that can be mined economically. Development projects have no operating history upon which to base estimates of future cash flow. Estimates of proven and probable reserves and cash operating costs are, to a large extent, based upon detailed geological and engineering analysis. There have been no feasibility studies conducted in order to derive estimates of capital and operating costs including, among others, anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, ground and mining conditions, expected recovery rates of the gold or copper from the ore, and anticipated environmental and regulatory compliance costs.

It is possible that actual costs and economic returns of future mining operations may differ materially from Auryn’s best estimates. It is not unusual in the mining industry for new mining operations to experience unexpected problems during the start-up phase and to require more capital than anticipated. These additional costs could have an adverse impact on Auryn’s future cash flows, earnings, results of operations and financial condition.


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Exploration Stage Operations

The Company’s operations are subject to all of the risks normally incident to the exploration for and the development and operation of mineral properties. The Company has implemented safety and environmental measures designed to comply with or exceed government regulations and ensure safe, reliable and efficient operations in all phases of its operations. The Company maintains liability and property insurance, where reasonably available, in such amounts as it considers prudent. The Company may become subject to liability for hazards against which it cannot insure or which it may elect not to insure against because of high premium costs or other reasons.

The mineral exploration business is very speculative. All of the Company’s properties are at an early stage of exploration. Mineral exploration involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to avoid. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain adequate machinery, equipment and/or labour are some of the risks involved in mineral exploration activities. The Company has relied on and may continue to rely on consultants and others for mineral exploration expertise. Substantial expenditures are required to establish mineral reserves and resources through drilling, to develop metallurgical processes to extract the metal from the material processed and to develop the mining and processing facilities and infrastructure at any site chosen for mining. There can be no assurance that commercial or any quantities of ore will be discovered. There is also no assurance that even if commercial quantities of ore are discovered, that the properties will be brought into commercial production or that the funds required to exploit any mineral reserves and resources discovered by the Company will be obtained on a timely basis or at all. The commercial viability of a mineral deposit once discovered is also dependent on a number of factors, some of which are the particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as gold prices. Most of the above factors are beyond the control of the Company. There can be no assurance that the Company’s mineral exploration activities will be successful. In the event that such commercial viability is never attained, the Company may seek to transfer its property interests or otherwise realize value or may even be required to abandon its business and fail as a “going concern”.

Calculation of Reserves, Resources and Precious Metal Recoveries

There is a degree of uncertainty attributable to the calculation and estimates of mineral reserves and mineral resources and the corresponding metal grades to be mined and recovered. Until reserves or resources are actually mined and processed, the quantities of mineralization and metal grades must be considered as estimates only. Any material change in the quantity of mineral reserves, mineral resources, grades and recoveries may affect the economic viability of the Company's properties. To date, the Company has not established mineral reserves on any of its mineral properties.

Additional Funding Requirements

As Auryn’s business is in the exploration stage and as Auryn does not carry on production activities, it will require additional financing to continue its operations. Its ability to secure additional financing and fund ongoing exploration is affected by the strength of the economy and other general economic factors. There can be no assurance that Auryn will be able to obtain adequate financing in the future, or that the terms of such financing will be favourable for further exploration and development of its projects. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration. Further, revenues, financings and profits, if any, will depend upon various factors, including the success, if any, of exploration programs and general market conditions for natural resources.

Specialized Skill and Knowledge

Various aspects of Auryn’s business require specialized skills and knowledge. Such skills and knowledge include the areas of permitting, geology, drilling, metallurgy, logistical planning and implementation of exploration programs as well as finance and accounting. Auryn’s management team and board of directors provide much of the specialized skill and knowledge. Auryn also retains outside consultants as additional specialized skills and knowledge are required. However, it is possible that delays and increased costs may be experienced by Auryn in locating and/or retaining skilled and knowledgeable employees and consultants in order to proceed with its planned exploration and development at its mineral properties.


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Competitive Conditions

Auryn competes against other companies to identify suitable exploration properties. Competition in the mineral exploration business is intense, and there is a high degree of competition for desirable mineral leases, suitable prospects for drilling operations and necessary exploration equipment, as well as for access to funds. Auryn is competing with many other exploration companies possessing greater financial resources and technical facilities than that currently held by Auryn.

Environmental Protection

Auryn’s properties are subject to stringent laws and regulations governing environmental quality. Such laws and regulations can increase the cost of planning, designing, installing and operating facilities on our properties. However, it is anticipated that, absent the occurrence of an extraordinary event, compliance with existing laws and regulations governing the release of materials in the environment or otherwise relating to the protection of the environment, will not have a material effect upon Auryn’s current operations, capital expenditures, earnings or competitive position.

Property Commitments

Auryn’s mineral properties and/or interests may be subject to various land payments, royalties and/or work commitments. Failure by Auryn to meet its payment obligations or otherwise fulfill its commitments under these agreements could result in the loss of related property interests.

Political, Economic and Social Risks and Uncertainties

Auryn’s operations at the Committee Bay Project are located in Nunavut and, as such, its operations are exposed to various levels of political, economic and other risks and uncertainties. Risks and uncertainties of operating in Nunavut vary from time to time, but are not limited to a limited local workforce, poor infrastructure, a complex regulatory regime and harsh weather.

Auryn’s operations in Peru are located within a special economic zone situated within 50km of the Peruvian border. Regardless of Peru’s progress in recent decades in restructuring its political institutions and revitalizing its economy, the country has a history of political and economic instability under both democratically elected and dictatorial governments, particularly through the 1980’s. The Company believes that the current conditions in Peru are stable and conducive to conducting business, however, the Company’s current and future mineral exploration, development and mining activities could be impacted by adverse political, social or economic developments. Adverse developments could include: widespread civil unrest and rebellion; the imposition of unfavourable government regulations on foreign investment, production and extraction, prices, exports, income taxes, environmental compliance or worker safety; or the expropriation of property.

Environmental Regulatory Risks

Auryn’s operations are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation and regulation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain exploration industry operations, such as from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which means stricter standards, and enforcement, fines and penalties for non-compliance are more stringent. Future legislation and regulations could cause additional expenses, capital expenditures, restrictions, liabilities and delays in exploration of any of Auryn’s properties, the extent of which cannot be predicted. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations.


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Changes in Government Regulation

Changes in government regulations or the application thereof and the presence of unknown environmental hazards on any of Auryn’s mineral properties may result in significant unanticipated compliance and reclamation costs. Government regulations relating to mineral rights tenure, permission to disturb areas and the right to operate can adversely affect Auryn.

Auryn may not be able to obtain all necessary licenses and permits that may be required to carry out exploration on any of its projects. Obtaining the necessary governmental permits is a complex, time consuming and costly process. The duration and success of efforts to obtain permits are contingent upon many variables not within our control. Obtaining environmental permits may increase costs and cause delays depending on the nature of the activity to be permitted and the interpretation of applicable requirements implemented by the permitting authority. There can be no assurance that all necessary approvals and permits will be obtained and, if obtained, that the costs involved will not exceed those that we previously estimated. It is possible that the costs and delays associated with the compliance with such standards and regulations could become such that we would not proceed with the development or operation.

Properties May be Subject to Defects in Title

Auryn has investigated its rights to explore and exploit its projects and, to the best of its knowledge, its rights are in good standing. However, no assurance can be given that such rights will not be revoked, or significantly altered, to Auryn’s detriment. There can also be no assurance that Auryn’s rights will not be challenged or impugned by third parties.

Some Auryn’ mineral claims may overlap with other mineral claims owned by third parties which may be considered senior in title to the Auryn mineral claims. The junior claim is only invalid in the areas where it overlaps a senior claim. Auryn has not determined which, if any, of the Auryn mineral claims is junior to a mineral claim held by a third party.

Although Auryn is not aware of any existing title uncertainties with respect to any of its projects, there is no assurance that such uncertainties will not result in future losses or additional expenditures, which could have an adverse impact on Auryn’s future cash flows, earnings, results of operations and financial condition.

Key Personnel

Auryn’s senior officers are critical to its success. In the event of the departure of a senior officer, Auryn believes that it will be successful in attracting and retaining qualified successors but there can be no assurance of such success. Recruiting qualified personnel as Auryn grows is critical to its success. The number of persons skilled in the acquisition, exploration of mining properties is limited and competition for such persons is intense. As Auryn’s business activity grows, it will require additional key financial, administrative, mining and exploration personnel, and potentially additional operations staff. If Auryn is not successful in attracting and training qualified personnel, the efficiency of its operations could be affected, which could have an adverse impact on future cash flows, earnings, results of operations and the financial condition of Auryn.


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Legal and Litigation Risks

All industries, including the exploration industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which Auryn may become subject could have a material adverse effect on Auryn’s business, prospects, financial condition, and operating results. Defense and settlement of costs of legal claims can be substantial.

Risks Relating to Statutory and Regulatory Compliance

Auryn’s current and future operations, from exploration through development activities and commercial production, if any, are and will be governed by applicable laws and regulations governing mineral claims acquisition, prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in exploration activities and in the development and operation of mines and related facilities, generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. Auryn has received all necessary permits for the exploration work it is presently conducting; however, there can be no assurance that all permits which Auryn may require for future exploration, construction of mining facilities and conduct of mining operations, if any, will be obtainable on reasonable terms or on a timely basis or at all, or that such laws and regulations would not have an adverse effect on any project which Auryn may undertake.

Failure to comply with applicable laws, regulations and permits may result in enforcement actions thereunder, including the forfeiture of claims, orders issued by regulatory or judicial authorities requiring operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or costly remedial actions. Auryn may be required to compensate those suffering loss or damage by reason of its mineral exploration activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations and permits. Auryn is not currently covered by any form of environmental liability insurance. See “Risk Factor - Insurance Risk”, below.

Existing and possible future laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation thereof, could have a material adverse impact on Auryn and cause increases in capital expenditures or require abandonment or delays in exploration.

Insurance Risk

Auryn is subject to a number of operational risks and may not be adequately insured for certain risks, including: accidents or spills, industrial and transportation accidents, which may involve hazardous materials, labour disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the regulatory environment, impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions, floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure of exploration methods.

There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the properties of Auryn, personal injury or death, environmental damage or, regarding the exploration activities of Auryn, increased costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on Auryn’s future cash flows, earnings, results of operations and financial condition. The payment of any such liabilities would reduce the funds available to Auryn. If Auryn is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy.


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No assurance can be given that insurance to cover the risks to which Auryn’s activities are subject will be available at all or at commercially reasonable premiums. Auryn is not currently covered by any form of environmental liability insurance, since insurance against environmental risks (including liability for pollution) or other hazards resulting from exploration activities is unavailable or prohibitively expensive. This lack of environmental liability insurance coverage could have an adverse impact on Auryn’s future cash flows, earnings, results of operations and financial condition.

Limited Business History and No History of Earnings

Auryn has only recently commenced operations and has no history of operating earnings. The likelihood of success of Auryn must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. Auryn has limited financial resources and there is no assurance that additional funding will be available to it for further operations or to fulfill its obligations under applicable agreements. There is no assurance that Auryn will ultimately generate revenues, operate profitably, or provide a return on investment, or that it will successfully implement its plans.

In addition, Auryn’s activities are focused primarily on the Committee Bay Project. Any adverse changes or developments affecting this project would have a material and adverse effect on Auryn’s business, financial condition, results of operations and prospects.

Claims by Investors Outside of Canada

Auryn is incorporated under the laws of British Columbia and its head office is located in Vancouver, British Columbia. The majority of Auryn’s directors and officers, and some of the experts named herein, are residents of Canada or otherwise reside outside of the United States, and all or a substantial portion of their assets, and a substantial portion of Auryn’s assets, are located outside of the United States. As a result, it may be difficult for investors in the United States or outside of Canada to bring an action against directors, officers or experts who are not resident in the United States. It may also be difficult for an investor to enforce a judgment obtained in a United States court or a court of another jurisdiction of residence predicated upon the civil liability provisions of United States federal securities laws or other laws of the United States or any state thereof or the equivalent laws of other jurisdictions outside of Canada against those persons or Auryn.

Changes in the Market Price of Common Shares may be Unrelated to Auryn’s Results of Operations and could have an Adverse Impact on Auryn

The Auryn Shares are listed on the TSX. The price of Auryn Shares is likely to be significantly affected by short-term changes in the gold price or in its financial condition or results of operations as reflected in its quarterly earnings reports. Other factors unrelated to Auryn’s performance that may have an effect on the price of Auryn Shares and may adversely affect an investors’ ability to liquidate an investment and consequently an investor’s interest in acquiring a significant stake in Auryn include: a reduction in analytical coverage by investment banks with research capabilities; a drop in trading volume and general market interest in Auryn’s securities; a failure to meet the reporting and other obligations under relevant securities laws or imposed by applicable stock exchanges could result in a delisting of Auryn Shares and a substantial decline in the price of the Auryn Shares that persists for a significant period of time.

As a result of any of these factors, the market price of Auryn Shares at any given point in time may not accurately reflect their long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. Auryn may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.


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Price Volatility of Publicly Traded Securities

In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continuing fluctuations in price will not occur.

Future Sales May Affect the Market Price of the Auryn Shares

In order to finance future operations, Auryn may raise funds through the issuance of additional Common Shares or the issuance of debt instruments or other securities convertible into Common Shares. Auryn 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 Auryn’s securities will have on the market price of the Common Shares.

Reliability of Financial Statements

In the preparation of financial statements, management may need to rely upon assumptions, make estimates or use their best judgment in determining the financial condition of the Company. Significant accounting details are described in more detail in the notes to the Company's annual consolidated financial statements for the financial year ended December 31, 2015. In order to have a reasonable level of assurance that financial transactions are properly authorized, assets are safeguarded against unauthorized or improper use and transactions are properly recorded and reported, the Company has implemented and continues to analyze its internal control systems for financial reporting. Although the Company believes its financial reporting and financial statements are prepared with reasonable safeguards to ensure reliability, it cannot provide absolute assurance in that regard.

Dividend Policy

No dividends on the Common Shares have been paid by Auryn to date. Payment of any future dividends, if any, will be at the discretion of the Auryn Board of directors (the “Board”) after taking into account many factors, including Auryn's operating results, financial condition, and current and anticipated cash needs.

Potential Joint Ventures

Due to the cost of establishing and operating mining operations, Auryn may enter into joint ventures on one or more of its properties. Any failure of such joint venture partners to meet their obligations to Auryn or to third parties could have a material adverse effect on the joint ventures and Auryn as a result. In addition, Auryn may be unable to exert influence over strategic decisions made in respect of such properties or may be unable to satisfy its own obligations under such joint ventures which could result in dilution of Auryn’s interests in its properties.

No History of Earnings

The Company has no history of earnings and there is no assurance that its mineral properties will generate earnings, operate profitably or provide a return on investment in the near future. The Company has not paid dividends in the past and has no plans to pay dividends for the foreseeable future, if ever. Any future determination to pay dividends will be at the discretion of the board of directors and will depend upon the capital requirements of the Company, results of operations and such other factors as the board of directors considers relevant.


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COMMITTEE BAY PROJECT

Technical Report

The technical report titled “Technical Report on the Three Bluffs Project, Nunavut Territory, Canada” dated August 17, 2015 (the “Committee Bay Technical Report”) in respect of the Committee Bay Project was prepared by David W. Rennie, P.Eng. and Barry McDonough, P.Geo. of Roscoe Postle Associates Inc. (“RPA”), each an independent Qualified Person under National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). It is available for review under Auryn’s profile on SEDAR at www.sedar.com. The following section is a summary of the Committee Bay Technical Report and is qualified by reference to the Committee Bay Technical Report in its entirety. Readers are encouraged to review the Committee Bay Technical Report.

Recognized mining consultants RPA Inc. (“RPA”) was retained by Auryn to prepare the Committee Bay Technical Report. The Committee Bay Technical Report conforms to NI 43-101. RPA last visited the property on August 23 and 24, 2011.

Project Description, Location, Climate and Access

The Committee Bay Project is located in Nunavut, Canada. It includes 213,791 hectares situated along the Committee Bay Greenstone Belt (“CBGB”). The Committee Bay Project comprises one of a number of Archean aged greenstone belts occurring within the larger Western Churchill province of north-eastern Canada. The character and history of rock packages, and the timing and nature of mineralization occurring within the Committee Bay Project is considered to be equivalent to that of other significant gold bearing Archean greenstones within the Western Churchill Province, which hosts deposits such as Meadowbank and Meliadine.

The Committee Bay Project is one of five exploration targets along the 300 km long CBGB that includes the Four Hills-Cop, West Plains, Three Bluffs, Anuri, and Raven prospects. The Company’s subsidiary, North Country, holds a 100% interest in the majority of the mineral claims and mineral leases covering a total area of 213,791 hectares over these five targets. The properties are located in the eastern part of the Kitikmeot Region of Nunavut within National Topographic System (“NTS”) 1:250,000 scale map-areas 56J (Walker Lake), 56K (Laughland Lake), 56O (Arrowsmith River) and 56P (Ellice Hills).

The Committee Bay Project is located 430 km northwest of Rankin Inlet, Nunavut. Access to Rankin Inlet is achieved via regularly scheduled commercial flights (Canadian North and/or First Air) from Yellowknife, Northwest Territories; Winnipeg, Manitoba; and Ottawa, Ontario. Rankin Inlet and Baker Lake are serviced seasonally by barge and ship. The hamlets of Baker Lake, Repulse Bay, and Kugaaruk (Pelly Bay) are accessible by scheduled commercial flights.

At the Three Bluffs camp site, Hayes Camp, unprepared esker airstrips are accessible by Twin Otter fixed-wing aircraft on oversized tires from June through early September. Parts of the Hayes River area are accessible to float-equipped fixed-wing aircraft by late June. Fixedwing and helicopter charters may be arranged either from Rankin Inlet or from Yellowknife. In order to facilitate the mobilization of large quantities of equipment and supplies for exploration programs, a 5,000 ft airstrip (ice-strip) is constructed each spring on Sandspit Lake at Hayes Camp.

Site Infrastructure

There are four semi-permanent camps along the CBGB. At the time of RPA’s site inspection, only the Hayes Camp was operational and contained the following:

  accommodations for up to 100 people;
  two office tents;
  core logging and cutting facilities;


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  a mechanical shop;
  a camp dry;
  a dry for diamond drill personnel;
  kitchen and dining facilities;
  water treatment system;
  sewage treatment system;
  diesel power generators;
  communications system; and
  an airstrip.

Land Tenure

Through its subsidiary North Country, the Company owns 57 mineral leases for a total area of approximately 59,000 hectares, 274 mineral claims for a total area of 324,000 hectares and one Inuit owned subsurface parcel (PB-01) (See Figure 2).

All of the Company’s mineral leases were legally surveyed and registered by Ollerhead and Associates of Yellowknife, NWT with the Mining Recorder’s and Surveyor General’s offices in Iqaluit, Nunavut. Annual lease payments amount to C$1.00 per acre (C$0.40 per ha).

Figure 2 - Regional Exploration Target Areas


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Figure 3 - Expiration of Claims and Licences

  Number of Claims Total Hectares Expiry Date
Active Mineral Claims      
  4 3,217 12-Oct-20
  134 158,851 16-Jun-17
  136 161,672 01-Jun-18
       
Active Mineral Leases      
  2 2,016 10-Feb-30
  5 5,047 24-Jul-27
  7 7,329 10-Oct-26
  30 30,589 15-Nov-33
Leases in Application      
  4 4,307 30-Aug-33
  2 2,088 06-Nov-34
  7 7,319 08-Nov-35
TOTAL 331 382,435  

Royalties

The Committee Bay Project is held 100% by the Company subject to a 1% Net Smelter Royalty (“NSR”), with certain portions subject to an additional 1.5% NSR. The 1.5% NSR is payable on only 7,596 hectares and can be purchased by the Company within two years commencement of commercial production for $2,000,000 for each one-third (0.5%) of the NSR.

Climate

The climate in the Committee Bay Project area is typical of the eastern arctic/sub-arctic, being cold in the winter (-20ºC to -45ºC) and mild in the summer (5ºC to 15ºC). Precipitation is moderate throughout the year, but drifting of snow in the winter can result in considerable localized accumulations, particularly on the sides of hills. Fog is often a problem near the coast and at higher elevations particularly during the late spring to early summer and the fall months. Snow covers most of the Committee Bay region until early June and most large lakes are icebound until about mid-July.

Physiography

The Committee Bay Project area lies within the Wager Plateau, which is an elevated region within the Precambrian Canadian Shield of Nunavut. The area lies well above the tree line and is thus characterized by typical tundra flora and fauna. This area has been modified by continental glaciation, and comprises numerous glacially sculpted hills, which rise above boulder fields, till moraines and sand plains. Elevation ranges from 200 masl to approximately 560 masl. Glacial erosional and depositional features indicate paleo-ice flow directions to the northnorthwest. Drainage is via the Hayes River. Rock exposure in the Three Bluffs region is generally about 10% to 20% as either rock outcrop or, more frequently, as felsenmeer. In a few places, rock exposure may reach up to 70%, however, there are also extensive areas in which rock exposure is minimal or nonexistent. Extensive felsenmeer is developed in most areas of rock exposure, forming large boulder fields that consist mainly of in-situ frost-heaved blocks.


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History

Geological Survey of Canada

The Geological Survey of Canada (“GSC”) initially mapped the Laughland Lake - Ellice Hills area at a scale of 1:506,880 in 1961 and 1967. Detailed re-mapping (1:250,000) and airborne magnetic surveys were completed between 1972 and 1977. A geological reassessment of the mineral potential of Prince Albert group (PAg) rocks, within the parts of the Laughland Lake area that lie within the proposed Wager Bay National Park, was performed by the GSC in 1992. Between 1999 and 2002, the Geological Survey of Canada, through the Canada-Nunavut Geoscience Office, performed a multi-disciplinary study of the CBGB that included geological (bedrock) mapping (1:100,000 scale), Quaternary surficial mapping, regional till sampling, airborne magnetic surveying, and some rock sampling.

Historic Exploration

Prior to 1992, historical assessment reports indicate most exploration in the area was focused on the identification of base metals in PAg rocks after reconnaissance mapping by the GSC identified several serpentinized ultramafic intrusions within what was referred to as the “Precambrian metasedimentary belt”.

In 1970, King Resources Company (“KRC”) performed a base metal exploration program in the Laughland Lake (NTS 56K) and Ellice Hills (NTS 56P) areas. Reconnaissance geological mapping and sampling concentrated on the delineation of ultramafic bodies. Ground geophysical surveys followed the reconnaissance mapping to further delineate the ultramafic zones. The third phase of its exploration consisted of detailed geological mapping, detailed geophysical surveying, trenching, and sampling. From their fieldwork it was concluded that the Committee Bay Project area contained a distinctive linear metasedimentary belt into which ultramafic rocks had been intruded. It was further concluded that the ultramafic rocks contained the nickel content typically seen on other ultramafic orogenic belts worldwide. KRC concluded that the area was favourable for continued nickel exploration.

The Aquitaine Company of Canada (“Aquitaine”) conducted base metal exploration on its Har claims (NTS 56K), Heb claims (NTS 56J), and the now expired Prospecting Permits 231 to 234 (NTS 56J and 56K) in 1971. Aquitaine completed a 2,556 line-mile airborne electromagnetic and magnetic survey over the area. The survey resulted in the identification of 18 conducting zones, 47 isolated anomalies and several areas with good conductivity parameters coupled with coincident magnetic responders. Further ground geophysical and geological follow-up work over the anomalous zones was recommended.

Cominco Limited (“Cominco”) conducted reconnaissance and detailed geological mapping, ground geophysical surveys and sampling in the Hayes River area (NTS 56J) in 1970 and between 1974 and 1976. This work suggested the Hayes River area was underlain by predominantly granitic and paragneissic rocks with minor metavolcanics and small zones of komatiitic rocks. Cominco concluded that there was a limited potential on their properties for identifying large ultramafic bodies capable of carrying significant amounts of sulphides and did not recommended further work.

After the Federal Uranium Reconnaissance Program, Urangesellschaft Canada Ltd., discovered a number of radiometric anomalies in 1979, performed reconnaissance airborne radiometric surveys and follow-up prospecting for uranium within NTS 56K in the Laughland Lake area. These anomalies were found to have by caused by areas of elevated background radioactivity in gneissic and granitic rocks and were not considered significant. No other work was recommended.

During 1986, Wollex Exploration, a division of Comaplex Minerals Corp., performed reconnaissance geological mapping at 1:20,000 and 1:60,000 scales in a portion of the West Laughland Lake area (NTS 56K). A number of north-northwest-trending quartz veins were discovered that returned anomalous silver, lead, and zinc values. Other shear zones were found that carried anomalous gold and arsenic. One magnetite sample and 65 rock samples were collected but results were not encouraging enough to recommend further work.


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Geological Setting, Mineralization and Deposit Types

Regional Geology

The Committee Bay area, situated in the Churchill Structural Province, is underlain by Archean and Proterozoic rocks and extensively covered by Quaternary glacial drift. It comprises three distinct Archean sub-domains (Prince Albert Group, Northern Migmatite, and Walker Lake Intrusive Complex).

The CBGB, which hosts the gold occurrences discussed in this report, is composed of Prince Albert Group rocks. These are bounded by the wide, northeast-striking Slave-Chantrey mylonite belt to the northwest and by the Amer and Wager Bay shear zones to the south. Two major fault systems, the northeast-striking Kellet fault and the northwest-striking Hayes River fault, intersect the central portion of the CBGB and cut the Prince Albert Group rocks. Gold occurrences in the CBGB appear to be spatially related to the major shear systems and their sub-structures indicating the potential for the re-mobilization of mineral-bearing fluids along these structures.

Metamorphic grade is variable and increases to the northeast. Upper greenschist to upper amphibolite facies rocks to the southwest increase to upper amphibolite to granulite facies to the northeast. Some evidence suggests that a possible retrograde metamorphic event may have been superimposed upon the initial regional metamorphism.

The regional strike of rock units in the West Laughland Lake area is, commonly, north but shows a degree of variability. Units, generally vertical dipping in much of the CBGB, have a more moderate to shallow dip at Four Hills. Rocks generally strike northeast from Four Hills east to Committee Bay. In the Hayes River area, the east-striking Walker Lake shear zone is the dominant structure. Dips in the Hayes River area are generally sub-vertical and there is evidence of flexural shear and silicification along lithological contacts between iron formation and talc-actinolite schist (metakomatiite). Rocks of the Curtis River area, about 120 km northeast of the Hayes River area, strike northeast and dip sub-vertically.

Local Geology

The iron formations that host the Three Bluffs, Antler, Hayes, and Ledge gold occurrences have unique lithological associations with their contact rocks and do not appear to be stratigraphically equivalent. Foliations in the PAg rocks indicate that Hayes grid is situated along the approximate long axis of a regional synform. The high metamorphic grade of the rocks has obliterated any textural or lithological indicators of stratigraphic orientation in the metasediments.

Property Geology

Three low, rounded, rusty outcrops, called West, Central, and East, comprise the Three Bluffs gold occurrence. Gold mineralization is hosted in gossanous, predominantly oxide, silicate, and sulphide facies iron formations. Iron formation thicknesses range from 25 m to 30 m at the West Bluff to 55 m at the Central Bluff. The Three Bluffs iron formation maintains a thickness of 10 m for a minimum strike length of 1.8 km and is at least 55 m thick for 700 m. The iron formations are poorly banded to massive with locally sheared, quartz-veined intervals of up to three metres near lithological contacts. Chlorite and epidote alteration indicates either lower amphibolite grade metamorphism (epidote-amphibolite facies) or the result of retrograde greenschist facies metamorphism associated with gold deposition. Local mineralization, composed of disseminated pyrite and pyrrhotite, can occupy up to 50% of the rock volume.


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Mineralization

The majority of the gold mineralization throughout the CBGB is hosted in silicate-, oxide-, and/or sulphide facies, iron formation. Gold mineralization has also been identified in shear-hosted quartz veins in sediments and volcanics throughout the belt (Blakely and Rennie, 2008).

Pyrite and pyrrhotite are the most common sulphides and occur as fine-grained disseminations or irregular patches along quartz vein margins in iron formations and chlorite-epidote-amphibole alteration zones in mafic to ultramafic rocks, and as semi-massive bands parallel to bedding in both oxide and silicate facies iron formations.

Arsenopyrite occurs locally as disseminations, individual euhedral acicular crystals, semi-massive bands, and clots. At Three Bluffs, arsenopyrite occurs in sedimentary units adjacent to mineralized/altered iron formation. At the Raven occurrence, arsenopyrite has a strong association with gold mineralization where it occurs as fine to medium grained euhedral disseminations with tourmaline and quartz.

Chalcopyrite occurs mainly as disseminations associated with pyrite at Anuri and Three Bluffs but has been observed at other locations within the CBGB. Galena was observed south of Kinngalugjuaq Mountain in two localities, one of which was associated with silver mineralization. Sphalerite has been identified in several locations, most notably at the Burro occurrence when coarse black iron-rich sphalerite comprises up to 5% of an auriferous quartz vein. The presence of elevated base metals at Anuri also suggests the potential for a volcanogenic massive sulphide-type deposit.

Deposit Types

The primary deposit type of interest in the CBGB is gold within silicate-, oxide- and sulphide-iron formation. Work done by North Country and its predecessors, however, has identified that gold associated with quartz veins occurs in most localities and is present throughout the belt in anomalous concentrations in nearly all lithologies so there exists the possibility for shear zone-hosted deposits.

Elevated amounts of gold generally exist in arsenopyrite-, pyrite-, and pyrrhotite-bearing iron formations, metavolcanics and metasedimentary rocks. Despite gold occurrences across the belt displaying macroscopic differences in geology and mineralogy, one or more of these sulphides minerals, in varying proportions, accompanies silicification and chloritization in samples that have high amounts for gold mineralization. The most important, common, characteristic appears to be silicification.

Exploration

Exploration has been conducted at Committee Bay by various parties sporadically since 1992. Exploration ramped up considerable commencing in 2010 after North Country took control of the project.

2010 Exploration

Exploration activity conducted by North Country in 2010 comprised additional diamond drilling, the completion of a Titan 24 Induced Polarization (IP) survey over Three Bluffs and along strike to the southwest, and a concurrent field-based prospecting and assessment of the Company’s regional mineral properties.

A total of 901 rock samples were collected from regional properties along the CBGB including 99 from IOLs. Sampling was focused on areas that required assessment work or had historic results for gold and/or other pathfinder elements.


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2011 Exploration

Exploration activities completed in 2011 comprised reverse circulation (RC) drilling and additional diamond drilling at Three Bluffs, a ground magnetic survey, and field based prospecting and assessment of North Country’s regional properties.

A ground magnetic geophysical survey, totalling 64.31 line-km, was completed in June 2011, approximately four kilometres west of Three Bluffs across claims FWL5 and FWL6 and NCG Lease 4910 (BLUFF 1). The survey comprised 39 grid lines, spaced at 60 m, and one tie- line and tested the on-strike of Three Bluffs stratigraphy.

Results indicate that linear “magnetic highs” extend the Walker Lake trend to the west. The magnetic highs were interpreted by North Country to represent iron formation stratigraphy. Greywacke, and lesser tonalite, stratigraphy were interpreted by North Country to be reflected in magnetic lows. Another linear anomaly was identified between claims FWL 5 and FWL 6 and may represent additional iron formation stratigraphy.

During the 2011 field program 921 rock samples were collected. Exploration focused on following up on prior results of interest and investigating ground that had not been previously tested. A total of 21 samples returned values greater than 0.50 g/t Au.

2012 Exploration

In 2012, exploration included diamond drilling on the down-dip extensions of the Three Bluffs mineralized zones.

2015 Exploration

The focus of the 2015 summer program was to bring an innovative exploration approach to the Arctic with the goal of maximizing operational efficiencies to reduce the cost of drilling and regional exploration work. The exploration program was comprised of 3,000 metres of rotary air blast (“RAB”) drilling utilizing a light weight mobile drill, drone aerial imagery acquisition at 10 cm resolution across the entire project area, 60 line km of IP geophysics, structural mapping, and a till sampling program utilizing bulk cyanide leach methodology.

On July 8th, 2015, the Company released the results of its prospectively analysis on the southwest third of the Committee Bay belt. The analysis combined the historical geological, geophysical, and geochemical data from the Committee Bay Project and resulted in the identification of several target areas, which became the focus of the 2015 summer program.

On October 26, 2015, the Company released the results from its till sampling program identifying a total of 5 new significant anomalies that range from between 1 km to 10 km in length. Importantly, three of these anomalies constitute a newly recognized corridor of elevated gold in tills that extends for over 20 km. The targets identified have seen little to no historical work on them and demonstrate the very prospective nature of the bedrock beneath the till that covers 95% of the 300km belt. Collectively these till anomalies will become the focus for continued exploration within the southwest region of the Committee Bay belt.

2016 Exploration

A total of 6450 till samples from the 2015 and 2016 till sampling programs identified 17 multi-kilometer long targets within 5 structural corridors across the belt defined by the 98th percentile of the results (see Figures 1 – 4). Fifteen percent of the belt still remains to be surveyed during the 2017 summer program. In conjunction with the till survey, selected areas were rock sampled to ascertain potential grades of mineralization within the identified till anomalies.


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In the southwest region of the Committee Bay Project, a total of 9 high priority gold-in-till anomalies have been identified. The previously recognized 20 km long north south trending gold-in-till structural corridor at Anuri has been extended to 30 km in length with a new anomaly being identified 10 km to the south of anomalies identified in 2015.

A cluster of three new till anomalies were identified in the vicinity of Quartzite Ridge that have not seen any historical work. Finally, a very well defined till anomaly was identified in the Four Hills region that has a very similar dispersion pattern to that observed from the Three Bluffs deposit in the central part of the belt.

In the central region of the Committee Bay belt, in the vicinity of the Three Bluffs deposit, six gold-in-till anomalies were identified with four of them having seen no previous historical work. Till anomalies identified in the Three Bluffs deposit region demonstrate that there is a prominent north-south trend to mineralization situated along a set of secondary structures identified in the 2016 high resolution magnetics and EM airborne geophysical survey defined by the Ridge, Prospector, Kanosak, Avinngaq, Orca, and Three Bluffs deposit anomalies. These till anomalies have demonstrated high grade potential form both historical and 2016 boulder and rock sampling. A second prominent northeast trend of mineralization has also been discovered on a set of northeast trending fault zones, defined by the Castle Rock East and Kallulik anomalies.

In the northeast region of the belt, two multi-kilometer long till anomalies were identified to the south of the Inuk prospect where previous drilling intersected 16m of 12g/t Au. These two anomalies are very significant in that they are located to the south of all previous historical gold bearing rock samples and till samples outlining potential new source areas in this region of the Committee Bay Project.

Figure 4 – 2015 and 2016 Geochemical Survey Results


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Boulder Mapping

An approximately 1,000 line-km boulder mapping program was completed during the 2016 field season. A new high grade boulder train was discovered which trends north-south parallel to the Anuri structure. The five highest grade samples collected within the boulder train returned values of 45.9 g/t Au, 41.5 g/t Au, 33.3 g/t Au, 14.55 g/t Au, and 12.65 g/t Au.

Aerial Drone Imagery

Aerial drone surveying was flown in 2015 and 2016 using a hand launched unmanned aerial vehicle. Both visible spectrum imagery and relative digital elevation information were collected at 10 cm resolution to aid in the interpretation of surficial geology and in logistical drill planning. Approximately 1,600 km2 was surveyed in 2015 and approximately 3,150 km2 was surveyed in 2016.

Airborne Geophysical Surveys

A combined airborne magnetic gradiometer and electromagnetic (Resolve) survey was flown between April 12 and June 12, 2016. A total of 6,584.8 line-km were flown including 5,979.3 km of traverse lines at 50 m to 200 m line spacing and 605.5 km of tie lines at 500 m to 2,000 m line spacing. The results from the survey are being analyzed with respect to geochemical and geological information to identify high quality targets for future exploration and drilling.

Ground Geophysical Surveys

In 2016, a ground magnetic survey in the Three Bluffs area totalling 64.31 ln-km was completed.

Exploration Potential

The Three Bluffs deposit is open along strike and at depth and warrants significant follow-up drilling for resource expansion. Primary targets for exploration occur where highly resistive zones identified in the 2010 Quantec Titan IP survey are spatially coincident with highly magnetic units identified in both ground and aerial magnetic geophysical surveys. These targets are thought to represent silica flooding into Banded Iron Formations as is observed within drill core within the Three Bluffs deposit.

The remainder of the CBGB also has exploration potential. Previous drill programs, which have tested surficial anomalies at depth, have returned results of interest that warrant follow- up.

Numerous gold-in-till and boulder train anomalies occur throughout the CBGB that merit closer examination by additional field mapping, detailed geophysics, and diamond drilling. Other exploration potential exists within portions of the CBGB that have laterally extensive till and glacio-fluvial outwash cover with little or no bedrock exposure. These areas have not been investigated to date and could be tested by airborne geophysics and exploratory drilling.

Drilling

The following are descriptions of t h e drilling completed at the Committee Bay Project by North Country and its predecessors.


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2003 Drilling

In 2003, a total of six holes totalling 694 m were completed at Three Bluffs and an additional nine holes (786 m) were drilled on other prospects for a total of 1,480 m. Drill hole collars, including the historic 1994 to 1996 holes, were surveyed using a total station GPS system. Down hole dips were measured at 30 m intervals using a Roto-dip mechanism.

The first three holes at Three Bluffs, which were drilled in the area of previous drilling, tested the extent and possible rake of known high-grade gold mineralization that had been identified at surface in prior drilling. The intent of the remaining three drill holes was to test the strike extent of gold mineralization and iron formation beyond (east of) a broad fold flexure approaching a large intrusive body mapped grid east/northeast of the Three Bluffs occurrence. Significant sulphide iron formation and greywacke were intersected in all six holes (Blakley and Rennie, 2008).

2004 Drilling

In 2004, the drilling was carried out by Connors in two programs using three different drills. The drilling totalled 5,355 m in 31 holes at Three Bluffs (6,781m in 47 holes overall). Drill hole collars were located on the ground using differential GPS and downhole surveying was done with EZ-Shot or Maxibor instruments. Oriented core was marked to help interpret the true orientation of the quartz veins and foliations. The drilling successfully extended the mineralization along strike and to depth (Blakley and Rennie, 2008).

2005 Drilling

In 2005, a program of 2,619 m of drilling in seven holes was conducted at the Three Bluffs Project to explore the down-dip potential of the zones (Blakley and Rennie, 2008). An additional 643 m were drilled at Anuri in three drill holes.

2006 Drilling

There was no diamond drilling conducted at Three Bluffs but 3,503 m were drilled at Anuri and West Plains in 2006.

2007 Drilling

Drilling in 2007 totalled 5,669 m of which 4,546 m were drilled in 28 holes at Three Bluffs and 1,123 m were cored in nine holes at the Inuk prospect, located approximately 147 km northeast of Three Bluffs. Drilling at Three Bluffs was intended to upgrade the classification of estimated resources while Inuk was targeted to follow up on previously encountered high- grade intercepts and expand the zone of known mineralization.

The 2007 program at Three Bluffs confirmed the continuity of mineralization in the limbs for the anticlinal structure and in the high-grade hinge zone. The 2007 results were incorporated in the 2008 revised Mineral Resource estimate.

Gold mineralization at Inuk occurs as high-grade, sulphide-bearing silicified zones hosted within a low-grade envelop of mineralization contained within a folded iron formation that can be up to 60 m thick in the hinge of the fold. Mineralization in this hinge was confirmed by the 2007 program with an intersection of 13.56 g/t Au over 5.44 m. Another intersection of 11.18 g/t Au over 11.0 m was encountered on the north limb of the Inuk fold structure (Turner, 2010).

2008 Drilling

Drilling in 2008 was done by Refined Energy based in Edmonton, Alberta and focused on the stratigraphy west end of Three Bluffs and on regional anomalies east and northeast of Three Bluffs. Sixteen holes were cored for a total of 2,678 m. Seven holes were drilled at Three Bluffs for an aggregated depth of 1,286 m including one hole drilled immediately to the north on the Ledge iron formation unit (160 m). An additional eight holes tested along strike of Three Bluffs and were drilled to an aggregated depth of 1,228 m. These include five “Bluff Regional” holes, drilled along strike to the east, one of which was lost before intersecting its intended target, and three at the BLUFF 7 prospect to the northeast.


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Three of the holes at Three Bluffs were intended to test an anomalous gold intersection that was encountered in 2003. The intersection, within altered dacite with quartz veining north of the Three Bluffs iron formation, ran 11.4 g/t Au over 3.2 m. No gold was intersected in the dacite but the holes were extended into the iron formation and anomalous gold was encountered. The remaining four holes tested on-strike stratigraphy to the west of Three Bluffs. Anomalous gold, 13.97 g/t Au over 23.53 m, was intersected 400 m west of the previous drill limit in hole 08TB077. Additional mineralization was observed in drill holes 08TB075 (2.46 g/t Au over 15.36 m) and 08TB076 (1.39 g/t Au over 4.22 m). The one hole into the Ledge iron formation did not intersect any significant mineralization or alteration.

Along strike to the east, four geophysical anomalies were tested with five holes. One hole was lost in overburden and the remaining four did not intersect any significant mineralization.

Three holes were cored 13 km to the northeast of Three Bluffs on the BLUFF 7 prospect. One hole, 08BL001 intersected 4.00 g/t Au over 3.60 m in highly altered and mineralized iron formation.

2010 Drilling

In 2010, a total of 54 NQ (47.6 mm diameter) holes were cored for an aggregated depth of 5,749 m. The shallow, structurally thickened portion of the hinge zone of Three Bluffs was tested by 15 holes that intersected variable widths of structurally disturbed silica, and locally sericite altered, sulphidized iron formation with associated gold mineralization.

Another 16 holes were drilled along a 500 m corridor immediately west of the Three Bluffs resource area. This drilling identified gold mineralization associated with either altered, sulphidized iron formation or altered, sulphidized, and crenulated greywacke.

Seventeen holes were drilled at Antler as a series of two hole set-ups on 60 m spaced sections. Sixteen of the 17 holes intersected variable widths and tenor of gold mineralization associated with altered iron formation, greywacke, and felsic volcanics. A mechanical failure of the drill caused the abandonment of one hole.

Four holes, completed as two two-hole fences 120 m apart, were drilled 1.5 km west of Antler (four kilometres west of Three Bluffs) in the Hayes area where a high-grade surface sample had been found. Two of the four holes intersected mineralized iron formation while the other holes intersected localized late-stage pegmatite dykes that crossed the mineralized trend at a shallow angle.

2011 Drilling

A total of 187 holes were drilled at Three Bluffs for 28,640 m in aggregate depth. The drilling comprised 10,148 m in 95 RC holes totalling 10,148 m and 18,496 m in 92 NQ diameter diamond drill holes.

Drilling concentrated on resource delineation along the main Walker Lake trend from Three Bluffs in the west to Hayes to the east. Drilling was carried out near existing holes that had returned high-grade results in an effort to expand the resource. Two additional deep holes (greater than 300 m in depth) were drilled to test grade at depth and to target potential high- grade “shoots”. An additional two diamond drill holes and 55 RC holes were drilled to the north and south to test stratigraphy and magnetic anomalies. The data from the RC drilling was not used in the estimation of Mineral Resources.

A four hole drill program was carried out on the West Plains prospect late in the 2011 field season totalling an aggregate depth of 426 m. These holes were drilled to examine stratigraphy and to potentially define the geometry of plunging mineralized shoots. Results were inconclusive.


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Sixteen NQ-size diamond drill holes totalling 7.005.7 m were completed on the down-dip projection of the principal zones.

At Three Bluffs, drill hole collars are most commonly oriented at -45°, range from -41° to -73.5°, and average -54°. Drill holes intersect the vertically dipping mineralized bodies at an oblique angle so that true thicknesses average about 40% less than the downhole intersection lengths.

2015 Track-mounted RAB Drilling

The 2015 drill program conducted throughout July and August 2015 consisted of 3,020 meters of RAB across 32 holes and was designed to 1) test the efficacy of a track-mounted RAB drill in the arctic environment; 2) test a number structurally identified targets in the vicinity of the West Plains discovery; and 3) test a conceptual targets areas at Cop / Four Hills.

The drilling highlights from the West Plains target include 16.76m of 10.36g/t (including 12.19m of 13.89g/t) and 28.96m of 1.41g/t (15WPPR001) and 27.43m @ 2.97g/t (including 10.67m of 5.45g/t) (15WPPR027). Drill hole 15WPPR001 was designed as an infill hole offsetting previously reported historical diamond drill result of 8.73m of 14.76g/t and 8m of 13.14g/t. Importantly, the RAB drilling results compared favourably to the diamond drill results with no significant variations on grade or length of intercept. Drill hole 15WPPR027 was designed as a 50m step out hole to the southwest of the known mineralization to establish its orientation. The resultant intercept of 27.43m of 2.97g/t (including 10.67m of 5.45g/t) demonstrates that the high-grade mineralization has a sub-vertical plunge and is open at depth.

Additional drill results from the West Plains structure include 24.38m of 0.64g/t (15WPPR015), 10.67m @ 1.26g/t (15WPPR023), and 7.62m of 0.51g/t (15WPPR020). Collectively, these results show that the West Plains shear zone is gold bearing over a 1.8 km of its 6 km total strike length imaged in the 2015 Inversed Polarization (IP) survey. The West Plains shear zone is considered to be underexplored and highly prospective as a host for additional gold mineralization.

2016 Drill Programs

The Company’s 2016 drill programs at the Committee Bay Project includes both regional exploration and targeted drill testing. These programs commenced in June 2016 and continued until early September 2016.The Company completed a major screening of the Committee Bay greenstone belt with approximately 10,000 meters of regional rotary air blast (“RAB”) drilling, 3,750 meters of diamond drilling at the Three Bluffs.

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Figure 5 – 2016 Exploration and Drill Targets

Figure 4 – Illustrates belt wide exploration through till sampling and drone imagery acquisition. 2016 drill targets are highlighted by the red polygons.

RAB Drilling Results

In RPA’s opinion, diamond drilling conducted by previous owners on the Committee Bay Project and other prospects is in a manner consistent with industry standards. RPA is not aware of any drilling or recovery issues that may impact upon the accuracy and reliability of the results. In RPA’s opinion, the results generated from these drill programs are suitable for use in a Mineral Resource estimate.

From July to August 2015 and June to August 2016, Auryn completed 95 RAB holes for approximately 13,045 m and seven diamond drill holes for approximately 3,715 m. Table 1 summarizes the drilling completed by Auryn since its acquisition of the Property. Figure 4 illustrates the locations of Auryn’s 2016 drill holes.

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Table 1 - Summary Of Auryn Drilling
Auryn Resources Inc. – Committee Bay Project



Prospect Type No. of Holes
Drilled
Metres
Drilled
Period
  West Plains RAB 29 2,733.96 July – August, 2015
  Four Hills RAB 4 345.40        August, 2015
  Anuri RAB 34 5,690.70 July – August, 2016
  Muskox RAB 7 1,255.00        August, 2016
  West Plains RAB 21 3,001.30 June -July, 2016
  Three Bluffs DDH 5 2,799.57 July – August, 2016
  Antler DDH 2 891.54 July, 2016

Table 2 - Auryn Significant RAB Intersections
Auryn Resources Inc. - Committee Bay Project

    Hole From To Length Gold
  Prospect Number (m) (m) (m) (g/t)
  West Plains 15WPR001 15.24 44.20 28.96 1.41
    15WPR001 60.96 77.72 16.76 10.36
    including     12.19 13.65
    15WPR015 13.72 38.10 24.38 0.64
    15WPR020 67.06 74.68 7.62 0.51
    15WPR023 38.10 48.77 10.67 1.26
    15WPR027 1.52 28.96 27.43 2.97
    including     10.67 5.45
    16WPR047 79,25 83.82 4.60 1.86
  Anuri 16ARR002 153.92 173.74 19,81 0.81
    16ARR003 36.58 50.29 13.71 1.91
    16ARR003 108.21 112.78 4.57 1.48
  Muskox 16MXR002 96.01 103.63 7.62 0.40

Diamond Drilling Results

The diamond drilling at the Three Bluffs deposit had a primary objective of extending the mineralization at the deposit to depth. The program has successfully extended the depth of mineralization 200 to 250 meters vertically on the western half of the deposit to 450 meters vertical depth and between 100 to 250 meters on the eastern half of the deposit to 760 meters vertical depth.


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Table 3 - Auryn Significant DDH Intersections

    Hole From To Length Gold
  Prospect Number (m) (m) (m) (g/t)
  Antler 16AN044 443.00 452.00 9.00 3.43
    including 444.00 447.00 3.00 7.44
  Three Bluffs 16TB147 419.00 442.00 23.00 2.50
    including 430.00 433.00 3.00 7.01
    16TB148 465.00 476.00 11.00 1.73
    16TB148 552.00 566.00 14.00 1.73
    16TB148 600.00 601.00 1.00 10.95
    16TB149 688.00 716.00 28.00 1.03
    including 689.00 690.00 1.00 4.17
    including 715.00 716.00 1.00 4.79
    16TB149 767.00 768.00 1.00 6.70
    16TB149 777.00 807.00 30.00 2.12
    including 790.00 791.00 1.00 4.99
    including 801.00 806.00 5.00 7.01

Quality Assurance/Quality Control

Quality Assurance/Quality Control (“QA/QC) protocols, including the duplicate assaying of coarse rejects, and the insertion of blanks and certified reference materials (“CRMs”) into the drill core assay sample stream were established in 2003 and continued with updates and refinements through the 2012 drilling program. RPA notes that blanks and external CRMs were not inserted into rock grab or till sample streams.

Sample Preparation, Analysis and Data Verification

The logging, sampling, assaying, QA/QC, and chain of custody protocols for these programs followed the written protocols that had been established since 2004. Protocols are updated annually and the Company’s manual is posted in the logging facility. A core handling and sampling followed an established workflow

In the Committee Bay Technical Report, RPA notes that one specific gravity (SG) measurement was taken for each 10 ft. (3.05 m) interval and controlled by changes in lithology or significant changes in alteration and oxidation. These measurements are taken using the “water immersion method” where the dry weight of an intact specimen is recorded along with its weight while it is fully immersed in water. The density is estimated from the ratio of the difference between the dry and submerged weight compared with the dry weight. The rock mass at Three Bluffs is not overly porous, so no sealing of the specimen is deemed necessary (Blakley and Rennie, 2008).

RPA noted that the primary assay laboratory was changed in mid-2010 from TSL Laboratories (“TSL”) to ALS Laboratory Group (“ALS”) because ALS returned results more quickly. TSL was retained as the secondary check laboratory. The ALS sample preparation facility used was in Yellowknife, Northwest Territories.

For a period in 2011 considerable delays were experienced obtaining results from ALS so samples were routed to Activation Laboratories (ActLabs) in Dryden, Ontario for preparation and later shipped to Thunder Bay, Ontario for analysis. This change was short-lived due to ActLabs’ inability to maintain their assay turn-around time and QA/QC issues. Samples eventually were routed back to ALS.


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In RPA’s opinion the logging, sampling, assaying, and chain of custody protocols practiced by the Company meets or exceeds industry standards. The drill programs have been configured and carried out in a manner that is appropriate for the geometry of the deposit. Drill holes are oriented perpendicular to strike and aimed to intersect the zones at an angle generally greater than 45°. As such, the samples should be representative of the deposit as it is presently known, and suitable for use in Mineral Resource estimation.

Mineral Processing and Metallurgical Testing

2003 Testing

Dawson Metallurgical Laboratories, Inc. of Salt Lake City, Utah, was commissioned in 2003 to conduct metallurgical tests on Three Bluffs mineralized material. Twelve drill core samples, eight high-grade and four low-grade, totalling approximately 20 kg were used. The resulting test specimens ranged in grade from 4.5 g/t Au to 5.6 g/t Au and testwork consisted of:

  Direct cyanide leach;
  Carbon-in-leach (CIL) cyanide leach of whole ore;
  Diagnostic sequence of amalgamation, magnetic separation and flotation;
  Diagnostic sequence of gravity concentration and flotation; and
  Mineralogical examination.

The mineralogical study reported the principal sulphide minerals as pyrrhotite with minor pyrite. No reference was made to any deleterious elements in the samples.

The test indicated that 92% gold recovery could be achieved with cyanidation but the presence of pyrrhotite would result in high cyanide consumption.

Mercury amalgamation recovered 63% of the gold (i.e., the free gold). Magnetic separation of the pyrrhotite concentrate from the amalgamation tail recovered an additional 12.5% . The remaining material, when subjected to bulk sulphide flotation, yielded an additional 22% of the gold for a total recovery of 97.5% .

Gravity separation using a Knelson concentrator yielded 62% recovery. Bulk flotation of the gravity tail recovered an additional 28% for a total recovery of 90%.

RPA notes that the grade ranges and sulphide composition of the test samples were representative of the mineralization found at Three Bluffs. RPA further notes that these preliminary tests suggest gold at Three Bluffs can be recovered using conventional methods.

2008 Testing

Mineral processing testwork comprising exploratory gravity concentration, cyanide leaching, and froth flotation studies were undertaken by Process Research Associates under the guidance of RPA. The sample used was a 110 kg composite of drill core samples from the 2007 exploration program with an average estimated grade of 4.3 g/t Au and 7.5%S.

Additional gravity recovery testwork on Three Bluffs mineralization was performed by Knelson Research Technology Centre. An 18 kg sample, taken from a composite of coarse rejects sample material from 2007 drill core samples, was subjected to multi-pass testing utilizing a bench-scale enhanced gravity concentrator. The tests were designed to examine recovery trends for gold and gold-bearing sulphides (CBR Gold, 2009).


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The gold recovery results are summarized in the Table 4. Based on the composite sample tested it was expected that Three Bluffs mineralization could be processed by various standard beneficiation steps to recover approximately 93% of the gold. The metallurgical test results indicated that a combination of gravity and flotation followed by cyanide leaching of the concentrate is likely the most suitable processing option.

Table 4 – Recovery Gold Results

Process Mass % Grade (g/t) Au Gold Recovery %
Gravity Flotation (Locked Cycle) 18 30.5 95.8
Rougher Flotation Only 15 60.5 97.2
Gravity Only 7 47.7 77.9
Cyanide Leaching (72 hours)     94.6

The limited metallurgical testwork conducted to date suggests that the gold can be recovered by conventional means, a combination of gravity and flotation followed by cyanide leaching of the concentrate. In RPA’s opinion, however, additional metallurgical testwork is warranted.

Mineral Resource and Mineral reserve Estimate

Mineral Resources

In April 2013, RPA carried out an updated Mineral Resource estimate for the Three Bluffs Project. This estimate is summarized in Table 5 below. No further drilling has occurred at Three Bluffs since the estimate was prepared.

Table 5 – Committee Bay Project 2015 Mineral Resources

Class   Cut off grade Tonnes Gold grade Contained Au
    (g/t Au) (000 t) (g/t Au) (oz)
2015 Resource        
Indicated Open Pit 1.35 3,600,000 4.81 557,000
  Underground 2.50 716,000 5.46 126,000
      4,316,000 4.91 683,000
Inferred Open Pit 1.35 1,000,000 5.24 169,000
  Underground 2.50 4,520,000 5.48 796,000
      5,520,000 5.43 965,000

 


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Notes:
  1.

CIM definitions were followed for Mineral Resources.

  2.

Mineral Resources are estimated at cut-off grades of 1.35 g/t Au for open pit and 2.50 g/t Au for underground.

  3.

Mineral Resources are estimated using a long-term gold price of US$1,400 per ounce, and a US$/C$ exchange rate 1:1.

  4.

Nominal minimum mining widths of five metres (OP) and two metres (UG) were used.

  5.

Numbers may not add due to rounding.

RPA has prepared an updated Mineral Resource estimate for the Three Bluffs Project. The estimate was carried out using a block model method constrained by wireframe grade-shell models, with Inverse Distance Cubed (ID3) weighting. Two sets of wireframes and block models were employed: one which contemplated open pit mining and the other, underground mining. A lower set of cut-off criteria were used for the open pit versus the underground to reflect the lower costs that should be incurred by mining from surface. A pit shell was generated from the open pit model and 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 were included only if they were outside of the shell.

Table 6 illustrates a high grade subset of the Mineral Resource at Three Bluffs generated by RPA using a 3.5 g/t Au cut-off.

Table 6 - Committee Bay Project 2015 High Grade Subset Mineral Resources

Class   Cut off grade Tonnes Gold grade Contained Au
    (g/t Au) (000 t) (g/t Au) (oz)
2015 High Grade Subset        
Indicated Open Pit 3.50 1,474,300 8.60 407,514
  Underground 3.50 379,000 7.74 94,215
      1,853,300 8.42 501,729
Inferred Open Pit 3.50 524,400 8.13 137,043
  Underground 3.50 2,830,000 6.98 635,136
      3,354,400 7.16 772,179
Notes:
  1.

CIM definitions were followed for Mineral Resources.

  2.

Mineral Resources are estimated at cut-off grades of 3.5 g/t Au for open pit and 3.50 g/t Au for underground.

  3.

Mineral Resources are estimated using a long-term gold price of US$1,400 per ounce, and a US$/C$ exchange rate 1:1.

  4.

Nominal minimum mining widths of five metres (OP) and two metres (UG) were used.

  5.

Numbers may not add due to rounding.

The above subset of higher grade mineralized material uses a 3.5 g/t cut-off versus the base case using a 1.35 g/t open pit model cut-off and a 2.5 g/t underground mine model cut-off. The purpose of this disclosure is to give the reader an indication of the magnitude of the reduction in resources tonnage and contained ounces that would result from using a significantly higher cut-off. The alternative cut-off grade of 3.5 g/t Au was selected by the Company’s management to illustrate what it believes to be the required higher grade cut-off in line with comparable mineral projects being developed in Nunavut. Cut-off grades currently used for analogous projects include Open Pit 0.75 – 2.62 g/t Au and Underground 2.79 – 4.70 g/t Au. The figures are drawn from the tables labelled “Effect of Cut-Off on Open Pit Model” and “Effect of Cut-Off on Underground Model” contained in the Technical Report (i.e. Tables 14-10 and 14-11)


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Exploration and Production

RPA has reviewed and concurs with Auryn’s proposed exploration programs and budgets. Phase 1 of the recommended work program will include a desktop review of the 2015 and 2016 exploration results in an effort to define the most effective exploration program to determine the source of the recently identified 17 gold in till anomalies. The field portion of Phase 1 will consist of boulder mapping, detailed infill till sampling, and ground magnetics to identify the highest probability targets which will be immediately drill tested. In addition to the target follow-up, Phase 1 exploration should include the completion of the regional till sampling and drone programs over the remaining 15% of the CBGB.

The Phase 1 program is anticipated to include collection of 17,000 detailed infill till samples and 2,350 regional till samples and completion of 1,200 km2 of drone coverage and 25,000 m of RAB drilling. The Phase 1 program is estimated to cost approximately $20 million. Details of the recommended Phase I program can be found in Table 7.

Table 7 Proposed Budget – Phase 1
Auryn Resources Inc. – Committee Bay Project

  Item   C$    
  PHASE 1        
  Head Office Expenses   228,000    
  Project Management/Staff Cost   2,462,000    
  Expense Account/Staff Travel   1,771,000    
  Lease Payments   157,000    
  Till Sampling   685,000    
  Ground Magnetics   200,000    
  Drone Surveying   93,000    
  RAB Drilling   4,863,000    
  Assaying/Analyses   1,084,000    
  Camp Costs   650,000    
  Air Support   5,936,000    
  Subtotal   18,129,000    
  Contingency   1,813,000    
  TOTAL   19,942,000    

A Phase 2 exploration program, contingent on the results of Phase 1, will mainly consist of drilling. Initially, all of the Three Bluffs drill core should be re-logged so that controls on mineralization can be better understood. Following that, 5,000 m to 10,000 m of exploration diamond drilling is proposed at Three Bluffs to test for the continuity of high grade mineralization at depth and along strike from the current deposit. In addition to the focused work at Three Bluffs, it is recommended that any significant RAB drill intersections from the Phase 1 program be followed up with additional RAB drilling and focused diamond drilling. It is also anticipated that additional targets will be identified during the completion of the regional program and these will have to be targeted using a systematic approach, which includes boulder mapping, detailed infill till sampling, and ground magnetics.


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The Phase 2 exploration program is anticipated to include the completion of both diamond and RAB drilling, along with the collection of surface samples. The recommended Phase 2 program is estimated to cost between $20 million and $25 million. Details of the recommended Phase 2 program can be found in Table 8.

Table 8 - Proposed Budget – Phase 2
Auryn Resources Inc. – Committee Bay Project

  Item   C$    
  PHASE 2        
  Head Office Expenses   250,000    
  Project Management/Staff Cost   2,500,000    
  Expense Account/Staff Travel   1,800,000    
  Lease Payments   157,000    
  Till Sampling   500,000    
  RAB Drilling   2,000,000    
  Diamond Drilling   6,000,000    
  Assaying/Analyses   1,100,000    
  Resource Estimate Update   65,000    
  Metallurgical Test Work   100,000    
  Air Support   6,000,000    
  Camp Costs   700,000    
  Subtotal   21,172,000    
  Contingency   2,117,000    
  TOTAL   23,289,000    

HOMESTAKE RIDGE PROJECT

Technical Report

The technical report titled “Technical Report on the Homestake Ridge Project, an Updated Mineral Resource, Kitsault, British Columbia” dated effective June 7, 2013 and Readdressed November 15, 2016 (the “Homestake Ridge Technical Report”) in respect of the Homestake Ridge Project was prepared by David W. Rennie, P.Eng of Roscoe Postle Associates Inc. (“RPA”), and Robert MacDonald, P.Geo. (former VP Exploration, Homestake Resource Corporation), each an independent Qualified Person under National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). It is available for review under Auryn’s profile on SEDAR at www.sedar.com. The following section is a summary of the Homestake Ridge Technical Report and is qualified by reference to the Homestake Ridge Technical Report in its entirety. Readers are encouraged to review the Homestake Ridge Technical Report available at www.sedar.com .

Recognized mining consultants RPA Inc. (“RPA”) was retained by Auryn to prepare the Homestake Ridge Technical Report. The Homestake Ridge Technical Report conforms to NI 43-101. Robert MacDonald last visited the property from September 23 to September 27, 2012, and David Rennie last visited the property on October 14, 2010.


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Project Description, Location, Climate and Access

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Homestake Ridge property is located 32 km southeast of Stewart, BC at the southern extent of the Cambria ice field. Access to the property is by fixed wing aircraft or helicopter from either Prince Rupert or Stewart.

Climate in the area is classified as Oceanic or Marine West Coast and is characterized by moderately cool summers and mild winters with a narrower annual range of temperatures compared to sites of similar latitude.

Subalpine forests cover the eastern and southern portions of the property at lower elevations, while the upper slopes are populated by alpine grass, moss, and lichen with intermittent patches of dwarf alpine spruce.

The legacy of mining in the area has left a network of roads, utilities, right of ways and historic camps. Infrastructure consists of a network of historic roads on or near the property. There are no permanent structures on the property. Seasonal camp facilities are set up annually.

With the exception of the subalpine plateau at the south end of the property, the topography is steep. Property elevations vary from 860 MASL to 1,300 MASL.

Land Tenure and royalties

The property comprises 36 mineral claims and seven Crown grants for a total area of 3,617ha in the Skeena Mining Division. The Crown grants contain surface rights, while the mineral claims do not. Specific claims are subject to a buyable 2% NSR (the “Combes” royalty) and others subject to a non-buyable 2% NSR requiring annual minimum royalty payments (the “Billingsley Richards” royalty). See Figure 6.

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Figure 6 – Homestake Ridge Mineral Claims


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Figure 7 – Mineral Claim Expiry Summary

    Number of Claims Total Hectares Expiry Date
  Active Mineral Claims      
    8 2,964.99 28-Jul-17
    28 4,485.45 17-Nov-24
  Crown Grants      
    7 96.71  
         
  TOTAL 43 7,547.15  

History

The Homestake Ridge property comprises two areas of historic exploration. The Homestake and the Vanguard groups have been tested by past explorers starting in the early 1900s after the discoveries at Anyox and in the Stewart region. The project was then subsequent explored in frequently until 2000 when Teck acquired the current Homestake Ridge property via option agreements and staking. From 2000 to 2002, Teck conducted geochemical and geological surveys, trenching, and drilling exploring for volcanogenic massive sulphide (VMS) deposits.

Homestake Resource Corp. (formally Bravo Venture Group) optioned the property in 2003. Homestake’s work, prior to 2009, consisted of the compilation of historic data, the performance of geochemical and geophysical surveys, geological mapping, and the drilling of 27,289 m in 120 NQ2 and BTW diamond drill holes. In 2007, Homestake Resource Corp. released a NI 43-101-compliant Mineral Resource estimate at a 0.5g/t AuEq cut-off which totalled 11.9 Mt in the Inferred category grading 2.36 g/t Au, 15.0 g/t Ag, and 0.11 % Cu (Folk and Makepiece, 2007).

From 2008 to 2009, Homestake Resource Corp. resumed diamond drilling and was successful in confirming the known mineralized zones as well as discovering new Mineral Resources, specifically at the Homestake Silver Zone located about 700 metres to the southeast of the Main Homestake deposit.

In 2010, Scott Wilson RPA prepared an updated NI 43-101 compliant Mineral Resource estimate for the project at a 3g/t AuEq cut-off which totaled 888,000 t in the indicated category grading 6.69 g/t Au, 47.2 g/t Ag and 0.15% Cu and 2.4 Mt in the inferred category grading 4.62 g/t Au, 106 g/t Ag and 0.13% Cu (Rennie et al. 2010).

From 2010 to 2012 Homestake completed additional surface exploration including further mapping, soil and rock sampling and 13.54 line-kilometres of IP geophysical surveys, and diamond drilling on the project resulting in the identification of new exploration targets and the significant expansion of estimated Mineral Resources on the project.

In April of 2011, Homestake announced the results of an updated Mineral Resource estimate at the Homestake Silver by RPA, which resulted in a significant increase in the inferred resources of the previous estimate. The reported resource at a 3.0g/t AuEq cut-off totaled 888,000 t in the indicated category grading 6.69 g/t Au, 47.2 g/t Ag and 4.1 Mt in the inferred category grading 4.62 g/t Au, 103 g/t Ag (Rennie, 2011).

In 2011 a new discovery was made 800 metres to the southwest of, and parallel to, the previously discovered Main Homestake and Homestake Silver deposits. This area, known as the South Reef target was tested by three holes with all three intersecting +30g/t gold mineralization.


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During 2012 and 2013, Homestake completed two phases drilling, with the second phase being funded by AEM which focused on the delineation and extension of the South Reef target. Drilling was successful in identifying an approximate 250 metres strike by 250 metres down dip before ending in, or being offset by, a major fault structure. Mineralization is open along strike to the northwest. Other targets remain on the property.

Geological Setting, Mineralization and Deposit Types

Regional and local Geology

The Homestake Ridge property is located within a lobe of Upper Triassic to Middle Jurassic strata exposed along the western edge of the Bowser Basin within the Stikinia Terrane of the Intermontane Belt. Stikinia formed in the Pacific Ocean during Carboniferous to Early Jurassic (320 Ma to 190 Ma) and collided with North America during the Middle Jurassic (Folk and Makepeace, 2007).

The property occurs within the metallogenic region known as the Stewart Complex (Grove 1986, Aldrick, 1986). Described as the contact of the eastern Coast Plutonic Complex with the west-central margin of the successor Bowser Basin, the Stewart Complex ranges from Middle Triassic to Quaternary in age and is comprised of sedimentary, volcanic and metamorphic rocks (Grove, 1986).

The Homestake Property covers the transition between the sedimentary and volcanic rocks of the Upper Triassic to Lower Jurassic Stuhini Group, a complex sequence of Lower to Middle Jurassic sedimentary, volcanic and intrusive rocks of the Hazelton Group and sedimentary rocks of the Upper to Middle Jurassic Bowser Lake Group.

The Lower Hazelton rocks comprise fine-grained to feldspar-hornblende phyric volcanic and volcaniclastic rocks of andesite to latite/trachyte composition and may include some phases of hypabyssal monzonite. This lower stratigraphy of the Hazelton extends along the length of the Homestake Ridge from the Main Homestake to the Vanguard Copper showings and is the host rock and footwall sequences to the three known mineral deposits, the Main Homestake, Homestake Silver and South Reef zones as well as numerous other showings.

The cessation of Hazelton volcanism and continued sub-basin development resulted in a rapid facies changes into calcareous sandstones, grits, and conglomerates progressing upwards to thinly laminated and alternating beds of black graphitic and pyritic mudstones and light grey siltstones or very fine-grained sandstones (possible “pyjama beds”) correlated to the Salmon River formation.

In the northern part of the property at the headwaters of Homestake Creek, rhyolitic volcanic rocks occur at the base of the Salmon River sediments. Greig et al (1994) suggested a correlation with the Mount Dilworth Formation of the Eskay Creek area.

The eastern part of the property is dominated by the Middle to Upper Jurassic Bowser Basin Group which conformably overlies the thin bedded graphitic argillites of the Salmon River formation.

Structure on the property largely reflects NE-SW compression that has continued from the Jurassic to present day (Folk and Makepeace, 2007), recent drilling and mapping suggest that the local stratigraphy has undergone several deformation events including uplift and local extension of the Stuhini and lower Hazelton stratigraphy. Large northeast trending ankerite bearing faults have been mapped and related to Tertiary east-west extension (Evans and Lehtinen, 2001).

Mineralization

Numerous mineral occurrences are present on the Homestake Ridge property. Six zones have been delineated and will be described in detail below. These are the Homestake Zone, South Reef zone, Vanguard Gold and Copper Zone, Sericite Zone, Dilly Zone and North Dome Zone.


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Homestake Zone

The Homestake Zone comprises the Main Homestake and Homestake Silver deposits located about 800 metres to the south-east of the Main deposit.

Main Homestake Deposit

At the Main Homestake deposit, gold and silver mineralization occurs with pyrite, chalcopyrite, and lesser galena and sphalerite in areas of silica alteration or hydrothermal brecciation within zones of sericite-pyrite altered feldspar-hornblende phyric volcanics. Native gold along with pyrargyrite and acanthite have been observed hosted within quartz veins and quartz-carbonate hydrothermal breccias. Gold distribution appears to be inhomogeneous and grades display a great deal of local variability.

Homestake Silver Deposit

The Homestake Silver deposit is comprised of a series of northwest trending, vertically to subvertically dipping hydrothermal breccias. Mineralization occurs as galena-sphalerite+silver in contrast to the gold enriched chalcopyrite seen the Main Homestake deposit.

South Reef

Gold mineralization at the South Reef deposit is variably associated with strong quartz-chlorite alteration, pyrite and minor base metal sulphides interspersed with intervals of sericite + pyrite alteration in two en-echelon, northwest-trending sub-vertical mineral zones that can be traced with drilling for over 250 metre strike-length and 250 metres dip.

Vanguard Cu and Au Zones

The Vanguard structural zone in various pyroclastic and volcanic rocks containing diffuse sulphide veins, stockworks, sulphide breccia zones, and calcite-barite veins and is related to pervasive chlorite alteration. The mineralization trends from gold-rich, and copper-poor mineralization in the northeast, to high grade copper with gold and silver in the southwest.

Sericite Zone (Goldreef and Fox Reef)

Located southwest of the Homestake Zone, the Sericite zone comprises over 50 mineral occurrences hosted within pervasively sericite-pyrite altered FHP intrusives and volcanic rocks. Gold is found in quartz-calcite-barite veins up to six metres wide with pyrite+chalcopyrite+galena+sphalerite mineralization.

Dilly and Dilly West Zones

The Dilly and Dilly West zones are hosted in silicified mudstones and siltstones overlying rhyolites located southwest of the Homestake zones. Mineralization consists of syngenetic sulphide bands anomalous in Au, Ag, As, Bi, Pb, Zn, Hg, and Sb. The zones are stratiform and display a linear trend. The underlying rhyolite is cross-cut by veins with similar mineralization to the sulphide bands and these veins are interpreted to be “feeders”.

North Homestake Zone (North Dome)

A geological target, this zone is described as large sericite-pyrite-silica altered felsic dome 3.2 km north of the Homestake Silver deposit. It is projected to come in contact with sediments that are thought to be analogous to those at Eskay Creek. However, the Kitsault Glacier obscures the projected two kilometre contact.


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Deposit Types

The Homestake Ridge property lies within the highly prolific Iskut-Stewart-Kitsault Belt that has hosted many precious and base metal mineral deposits. The property geology is considered to be favourable for the discovery of “Subaqueous Hot Spring Au-Ag” or “Low Sulphidation Epithermal Au-Ag” type deposits.

The “Subaqueous Hot Spring Au-Ag” deposits, of which Eskay Creek is an example, have characteristics of both VMS and epithermal types, and are formed by “hot spring” fluids venting into a shallow water environment.

“Low Sulphidation Epithermal Au-Ag” deposits, of which Silbak-Premier is an example, are typically emplaced within a restricted stratigraphic interval with one kilometre of the paleosurface. Mineralization near surface takes place in hot spring systems with deeper, underlying hydrothermal conduits.

Exploration

In 2003, Homestake Resource Corp. conducted a field evaluation of significant occurrences and follow up the most prospective targets with a drill program. Forty surface samples were taken and 11 drillholes were cored.

In 2004, Homestake Resource Corp. contracted Coast Mountain Geological Ltd. (CMG) to carry out field exploration on the project. CMG established an 8.6 line km grid and collected 313 soil samples and 39 rock samples. Reconnaissance mapping was done over a portion of the grid and detailed mapping was done along a series of old trenches. No drilling was done that year.

In 2005, seven prospective targets based on the 2004 field program, were mapped, sampled and drilled. Eleven holes were drilled.

In 2006, localized mapping was conducted by CMG and 28 diamond drillholes were cored.

In 2007, Homestake Resource Corp. initiated an in-fill sampling and relogging program that, briefly, paralleled the 2007 drill campaign. A total of 28 holes were drilled on three targets (Main Homestake, Homestake Silver, and Vanguard Gold).

The 2008 field program comprised three days of mapping the Vanguard Copper Zone and the drilling of 42 drillholes on the Main Homestake, Homestake Silver, and Vanguard gold and Copper zones.

The 2009 program included 630 line-km helicopter-borne electromagnetic, magnetic, and radiometric surveys and the drilling of 48 diamond drillholes. The diamond drilling focused primarily on the Main Homestake and Homestake Silver zones.

Homestake drilled 48 NQ2 holes in 2010, for a total of 18, 083 m. Drilling was predominately in the Homestake Silver zone, and to a lesser extent on the Goldreef/Fox Reef trend. Minor amounts of drilling were conducted on the East Valley, North Dome and Vanguard target areas.

The 2011 program included 23 NQ2 core holes and resulted in a the discovery of the South Reef deposit which was tested by three holes with all three intersecting +30g/t gold mineralization. Fieldwork in 2011 consisted of surface IP geophysics, mapping, soil sampling and surface channel sampling over areas of the property.

During 2012, Homestake completed 13 drill holes. The program consisted of two phases, with the second phase being funded by Agnico-Eagle Mines Limited. The first phase was centred on the South Reef deposit while the second phase tested shallow, on-strike projections of the South Reef target as well as several other targets on the property.


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Drilling

Homestake Resource has completed a total of 71,026 m of diamond drilling in 252 holes on the Homestake Ridge property. To date drilling on the Homestake Ridge property has achieved the following goals:

  delineated Indicated and Inferred Mineral Resources at the Main Homestake deposit;
  delineated Inferred Mineral Resources at the Homestake Silver deposit;
  delineated Inferred Mineral Resources at the South Reef deposit;
  tested other sites of anomalous mineralization and historic work;
  tested AeroTEM III airborne geophysical anomalies.
  tested ground IP Geophysical anomalies

The core size was initially BTW (48.5 mm dia.), but in 2008 was switched over to NQ2 (50.6 mm dia.). In 2009, the majority of holes drilled were NQ2 with one hole reduced to BTW. All 2010 holes were drilled with NQ2 size core.

Figure 8 – Homestake Ridge Drill-hole Locations


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Quality Assurance/Quality Control

For internal laboratory QA/QC, each batch of 22 samples included one internal standard or blank and a random reweigh of one of the 22 samples. The spectrometer was calibrated using three sets of Certified Standards and a blank. The samples were run in batches of 38 or less with one in-house standard and an acid blank. A known standard that best matched the characteristic of the samples was chosen and placed after the fifteenth sample and at the end of the batch. These known standards were observed very closely to detect any calibration drift. In addition, every 20th sample was rerun from the pulp stage and placed at the end of the batch for comparison.

Sample preparation QA/QC consisted of choosing one pulverized sample per day to check in order to confirm particle sizing.

Bravo Gold’s external QA/QC was the same as for the period 2003 to 2006. A total of 247 standards and 132 blanks were processed during 2007 and 2008. No core duplicates were taken but 1,205 pulp duplicates were sent for check assay.

QA/QC Protocols 2009 –2010

Internal QA/QC procedures were similar to those in the previous year’s program, except that core duplicate sampling recommenced in 2009.

CRM’s were inserted into the sample stream at essentially the same rate as in previous years. A total of 221 standards and 83 blanks were run during the 2009 program. Forty-three core duplicates, and 466 check assays were processed. During 2010, 401 standards, 210 blanks, 189 core duplicates and 466 pulp duplicates were assayed.

Check pulp duplicate samples were sent to ALS Chemex (ALS) of North Vancouver, BC, an ISO 17025 accredited laboratory. The acquisition of GDL by Acme necessitated a change in secondary laboratories, so in 2009 ALS was chosen. The received pulps were screened to ensure that greater than 85% passed a 200 mesh screen. One assay-ton aliquots were assayed by FA with gravimetric finish.

QA/QC Protocols 2011-2012

Internal QAQC protocols were similar to 2009-2010. CRM’s were inserted into the sample stream at essentially the same rate as in previous years. A total of 170 standards and 94 blanks were run during the 2011 program. An additional 92 core duplicates, and 119 check assays were processed. During 2012, 128 standards, 78 blanks, 63 core duplicates and 49 pulp duplicates were assayed. If a standard or a blank failed that was within the same sample stream as any samples that affected the resource, then the sample series around it was sent for re-analysis.

In 2011 and 2012, less pulp duplicates were assayed because only the areas around mineralization that may affect the resource were selected for checks. Checking was done at random within the mineralized zones at a rate of approximately one every ten samples. Check pulp duplicate samples were again sent to ALS Chemex (ALS) of North Vancouver, BC, an ISO 17025 accredited laboratory and a similar procedure was run for assaying as in 2009 and 2010.

Sample Preparation, Analysis and Data Verification

Review and analyses of QA/QC results for this period were carried out by Homestake personnel. Similar QAQC protocols were utilized by Homestake for the 2011-12 data as was used for the 2010 data. Blanks were tabulated and visually inspected for anomalous Au or Ag. Duplicates were tabulated and the percentage difference calculated for Au, Ag and Cu and standards were plotted on Accuracy Diagrams. Additionally, for this time period, graphs were plotted of the percentage relative standard deviation (%RSD) and of the moving average of the standards assayed over time. If the %RSD increased above 6% then the data was investigated and if necessary, samples were re-analyzed. Furthermore, if the moving average deviated too much from the standard mean value, this was also investigated.


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Mineral Processing and Metallurgical Testing

Initial Metallurgical test work on the Main Homestake deposit has been undertaken by SGS Mineral Services in Lakefield, Ontario (SGS), under the close direction of Melis Engineering Ld. (Melis). In 2011 RPA was commissioned to design and oversee additional metallurgical testwork on the Homestake Silver deposit and in 2016 enhanced metallurgical testing which was completed under the direction of TS Technical Services Ltd. and Base Metallurgical Laboratories Ltd.

2016 Metalurgical testing

Two separate composite samples from the Homestake Ridge deposit were tested. The Main zone sample was copper dominated mineralization. The feed grade of this composite was 0.21 percent copper, 4.6 g/tonne gold and 6 g/tonne silver. The other composite was from the Silver zone, which is described as lead and zinc dominated mineralization. The feed grades of the Silver composite were 0.22 percent lead, 0.20 percent zinc, 7.8 g/tonne gold and 198 g/tonne silver.

Main Zone

Selective flotation testing successfully produced a high grade copper concentrate from the Main zone composite. A conventional flotation process was used at 150 to 200mm K80 primary grind size. Batch testing data indicated that copper in the feed was 75 percent recovered into a concentrate grading about 25 percent copper. In addition, gold and silver were 55 and 45 percent recovered to the copper concentrate. The gold and silver grades of the copper concentrate were, on average, 350 and 500 g/tonne.

After copper flotation, a gold bearing sulphide concentrate, consisting mostly of pyrite, was recovered. The cumulative gold recovery into gravity, copper and pyrite concentrates averaged 95 percent at 30 percent mass recovery. Similarly, silver recovery was about 90 percent at the same level of rougher mass recovery. Again, these recoveries were achieved at relatively coarse primary grind sizes of 150 to 200mm K80.

Gravity concentration recovered about 20 percent of the gold from the feed. However, the grade of the concentrate was low and the addition of a gravity circuit did not influence the final gold recovery to concentrate. This step could be removed to simplify the process.

Leaching of the pyrite concentrate and cleaner tailings from the copper circuit (representing about 40 percent of the gold in feed) indicated fair leaching performance. About 73 percent of the gold in this stream was extracted. Therefore, the combined gold recovery from copper concentrate and leaching was estimated to be about 84 percent.

The copper concentrate did contain relatively high levels of arsenic, antimony and mercury. However, due to the high levels of gold and silver, the minor elements are not likely to be a barrier to marketing the concentrate.

Silver Composite

Selective flotation of a lead concentrate was demonstrated on the Silver composite. A conventional lead flotation process was used at 150 to 200mm K80. Lead was about 70 percent recovered from the feed into a concentrate grading 30 percent lead. The lead concentrate grade was somewhat low, 45 percent or better is typical. However, the precious metal content makes the concentrate extremely valuable. Gold was about 65 percent recovered into the lead concentrate and gold grades ranged between 800 and 1,000 g/tonne. Similarly, silver was about 50 percent recovered into the concentrate at levels of 7,000 to 12,000 g/tonne.


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Attempts to produce selective zinc concentrates resulted in poor separation efficiency. It still might be possible to produce marketable zinc concentrates, but considerably more development would be required, or higher zinc feed grade material.

With the addition of pyrite flotation, total gold and silver recoveries to concentrates were 95 and 92 percent at a total concentrate mass of 20 percent. At this mass recovery, total gold and silver recovery were unaffected by primary grind size or the addition of a gravity recovery circuit.

The leach feed streams consisted of lead cleaner tails and pyrite concentrate, representing approximately 30 percent of the gold and 42 percent of the silver in the feed. The cyanide extraction rates for the leach were 80 and 65 percent gold and silver, respectively. Therefore, total gold extraction for this composite was estimated to be 90 percent. Silver extraction would be 77 percent when measured by batch testing. Limited analysis of the lead concentrate indicated the same problematic elements; arsenic, antimony and mercury. However, because of the high precious metal content, the comments from the copper concentrate apply to the lead concentrate.

The estimates of performance would be considered conservative because they are based on batch testing data. There is also considerable scope to improve the copper, lead flotation and leaching performance.

Summary

Summarized results from the hybrid test circuit involving base metal flotation, followed by cyanidation of gold bearing pyrite concentrates from 2 composite samples taken from the Homestake Main zone and Homestake Silver zone are as follows:

Table 9 – Hybrid Test Circuit Results

  Mass Concentrate Grade Recovery
Process % (g/t) or (%) %
       
Gold Recovery - Main Deposit      
Gravity Only - AU Recovery 1.2 83.0 21%
Flotation - Au Recovery   350.0 55%
Flotation - Ag Recovery   500.0 45%
Flotation - Cu Recovery   25% 75%
Combined - Au Recovery     84%
(after cyanidation - silver is low)      
       
Gold & Silver Recovery - Silver Zone      
Gravity Only - AU Recovery 0.9 249.0 28%
Flotation - Au Recovery   900.0 65%
Flotation - Ag Recovery   10,000.0 50%
Flotation - Cu Recovery   30% 70%
Combined - Au Recovery     90%
(after cyanidation)      
Combined - Ag Recovery     77%
(after cyanidation)      


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Mineral Resource and Mineral Reserve Estimate

Mineral Resources

RPA prepared an update of the Mineral Resource estimate for the Homestake Ridge Project using block models constrained by wireframe models. Grade for gold, silver, copper, arsenic and antimony were estimated into the blocks using Inverse Distance Cubed (ID3) weighting. Three block models, one for each of the three main deposit zones, were created using GEMS (Gemcom) software. Block size for all models was 5 m x 5 m x 5 m. The wireframe models were constructed in Surpac by Homestake personnel, working in consultation with RPA. The assay data comprised drilling and trench sampling results from programs conducted by Homestake.

The main areas of the deposit are the Homestake Main Zone (HM), the Homestake Silver Zone (HS), and the South Reef Zone (SR).

The sample database comprised diamond drilling results from the exploration work conducted by Homestake, along with trench channel samples. There were records for 29,277 sampled intervals in the database. Of these samples, 619 were contained within the interpreted zones (i.e. wireframes) in the HM, 436 in the HS, and 23 in the SR. Included among the sample data were tables for downhole surveys, lithology, and bulk density.

Samples were capped at a range of values specific to the individual estimation zones. The capped samples were composited to a nominal 2.0 m length.

The geostatistical results were only partially interpretable, and RPA relied on geostatistical analyses from previous estimates to derive estimation parameters. The interpolations were run in three passes, employing progressively larger search ellipsoids. In the first pass, the search ellipsoid measured 30 m x 30 m x 10 m. For the second and third passes, the search distances were increased to 50 m x 50 m x 15 m and 100 m x 100 m x 25 m, respectively.

Bulk density estimates for each zone were derived from the test results collected by Homestake personnel. If a zone had no measurements, then the global average was used.

The model was validated by visual inspection of the block grades in plan and section views and comparison with the composite grades, cross-validation, and comparison of global block and composite grades.

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TABLE 10 Mineral Resources To December 31, 2012
Homestake Ridge Project

    Grade Contained Grade Contained Grade Contained
Cut-Off Tonnage Au Au Ag Ag Cu Cu
($NSR/t) (Mt) (g/t) (oz) (g/t) (oz) (%) (lb)
    Total Indicated      
140 0.421 8.08 109,000 62.7 849,000 0.226 2,100,000
130 0.451 7.75 112,000 59.7 866,000 0.217 2,160,000
120 0.482 7.43 115,000 57.0 883,000 0.211 2,240,000
110 0.509 7.18 117,000 54.9 898,000 0.203 2,280,000
105 0.528 7.00 119,000 53.5 909,000 0.200 2,320,000
100 0.549 6.82 120,000 52.0 918,000 0.195 2,360,000
95 0.568 6.67 122,000 50.6 924,000 0.190 2,380,000
90 0.585 6.54 123,000 49.4 930,000 0.186 2,400,000
85 0.604 6.40 124,000 48.3 939,000 0.181 2,410,000
80 0.621 6.26 125,000 48.0 959,000 0.178 2,430,000
75 0.633 6.18 126,000 47.3 964,000 0.175 2,440,000
70 0.642 6.11 126,000 46.9 969,000 0.173 2,450,000
65 0.652 6.04 127,000 46.5 973,000 0.174 2,500,000
               
    Total Inferred      
140 3.70 6.05 721,000 129 15,400,000 0.126 10,300,000
130 4.05 5.75 748,000 124 16,100,000 0.121 10,800,000
120 4.47 5.42 779,000 117 16,900,000 0.118 11,600,000
110 4.94 5.09 810,000 111 17,700,000 0.117 12,700,000
105 5.27 4.87 826,000 109 18,500,000 0.115 13,400,000
100 5.60 4.70 846,000 105 19,000,000 0.113 14,000,000
95 5.99 4.52 870,000 101 19,400,000 0.113 14,900,000
90 6.43 4.32 893,000 96.8 20,000,000 0.113 16,000,000
85 6.77 4.19 911,000 93.6 20,400,000 0.111 16,600,000
80 7.15 4.03 927,000 91.5 21,000,000 0.108 17,000,000
75 7.51 3.90 942,000 89.4 21,600,000 0.104 17,300,000
70 7.77 3.81 951,000 88.3 22,000,000 0.102 17,500,000
65 7.96 3.74 957,000 87.3 22,400,000 0.101 17,800,000
Notes:
  1.

CIM definitions were followed for Mineral Resources.

     
  2.

Mineral Resources are estimated at a Net Smelter Return (NSR) cut-off value of US$85/t. Tonnage and grade at this cut-off is highlighted.

     
  3.

Mineral Resources are estimated using an average long-term gold price of US$1,500 per ounce Au, US$27.00 per ounce Ag, and US$3.50 per pound Cu, with an exchange rate of C$1.00=US$1.00.

     
  4.

The NSR value was calculated as described below in the text of this report.



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Exploration and Recommendations

The Company makes the following recommendations:

Full scale relog of the existing drill core to gain first-hand knowledge of the styles of mineralization present as well as to aid in a reinterpretation of the controls and geometry of the mineralization;

   

Complete a 3D interpretation of all existing geochemical and geophysical data in order to identify significant trends and zonation;

   

Conduct additional geophysics to expand on the existing coverage and identify along strike structural extensions in addition to exploring for potential parallel blind mineralized structures;

   

Complete a diamond drilling program to test previously untested targets as well as down plunge and along strike extensions of the known mineralized bodies; and

   

Additional regional exploration work should be carried out to identify additional blind mineralization throughout the property.

The Company is of the opinion that exceptional exploration potential exists throughout the property, several areas should be followed up for surface and drill targeting specifically:

 

The belt of Upper Hazelton stratigraphy on the eastern side of the property;

   

An Upper Hazelton sedimentary package located on-strike and to the southeast of the presently defined Homestake Silver deposit; and

   

test along strike and downdip of the presently defined Homestake Main, Homestake Silver, Slide and South Reef mineralization.

A budget of has been prepared by the Company for a 2 phase program comprising of additional surface work and sampling, ground IP geophysics and 40,000 metres of diamond drilling. Drilling will target down dip and along strike extensions of the Homestake Main, Homestake Silver, Slide and South Reef mineralized zones as well as several additional targets within the Upper Hazelton stratigraphy throughout the property. The budget is summarized in the tables below.

Phase 1 will be comprised of an extensive relog of existing drill core and 3D interpretation of the geochemical and geophysical databases with the goal of effectively targeting a 15,000 meter diamond drilling program. Additional field work will include regional BLEG sampling, IP geophysical surveying, surface geochemical sampling and mapping.

TABLE 11 - Proposed Exploration Budget Phase 1

  C$
Personnel 775,000
Project Management and Database 400,000
Relog and 3d Interpretation 680,000
Geochemical Surveying 170,000
IP Surveys 110,000
Drilling (includes fuel, pads and surveying) 3,800,000
Transportation (included helicopters, fuel and commercial flights) 1,500,000
Camp Costs (includes food and consumables) 360,000
Miscellaneous 160,000
Equipment Rentals 110,000
   
Total 8,089,000


- 53 -

A Phase 2 exploration program, contingent on the results of Phase 1, will be highly drill focused. The Phase 2 exploration program will consist of an additional 25,000 meters of diamond drilling as well as any further surficial geochemical and geophysical surveys to follow up on anomalies identified in Phase 1.

TABLE 12 - Proposed Exploration Budget Phase 2

  C$
Personnel 800,000
Project Management and Database 450,000
Geochemical Surveying 100,000
IP Surveys 80,000
Drilling (includes fuel, pads and surveying) 6,350,000
Transportation (included helicopters and fuel) 2,000,000
Camp Costs (includes food and consumables) 500,000
Miscellaneous 210,000
Equipment Rentals 200,000
   
Total 10,690,000

PERUVIAN EXPLORATION PORTFOLIO

Technical Report

As of the date of this AIF, the Company has not filed any Technical Reports for any of its projects located in Peru and has determined them not to be individually material to the Company’s overall operations and consolidated mineral interests. Each Peruvian project (being the Somberero Property, the Huilacollo property and the Baños del Indio property) is an early stage project without a known resource. These properties do not have any material obligations as the earn-in agreements are options and the exploration plans can be reduced or delayed at any time.


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Sombrero Property

Project Description, Location and Mineral Tenure

On June 28, 2016, the Company entered into an option agreement (the “Sombrero Option”) with Alturas Minerals Corp. (“Alturas”) to acquire an 80% or 100% interest in the Sombrero copper-gold property located in southern Peru. In order to exercise the Sombrero Option and acquire an 80% interest in the project, the Company must incur US$2.1 million in work expenditures within a five-year period and make cash payments totalling US$200,000. Upon signing of the Sombrero Option, the Company paid US$140,000 with the remaining US$60,000 due on or before the first anniversary of the agreement.

Upon the Company’s completion of the requirements to earn an 80% interest in the Sombrero Project, the parties shall form a customary 80:20 Joint Venture. For a period of 1 year after the formation of the Joint Venture, Alturas’ 20% interest shall be “free carried” and the Company shall have a right to acquire the remaining 20% for US$5 million.

The Sombrero Project lies within the northwestern most projections of the Andahuaylas-Yauri Belt of southern Peru, an emerging and increasingly important porphyry copper and skarn belt. The belt strikes NW-SE and can be traced for more than 300 kilometers of strike length hosting important copper-gold-molybdenum deposits at Las Bambas, Haquira, Los Chancas, Cotambambas, Antapacay, Tintaya and Constancia, and is probably a northern extension of the copper-rich belt of the same Eocene-Oligocene age that strikes broadly N-S in Chile.

2016 Exploration

Auryn undertook a two week reconnaissance sampling program in December 2016 which covered the southern half of the project area where 697 meters of trenching, 336 rock chip and 261 soil samples were collected. The results of this program have significantly expanded the known mineralization, defining an area of anomalous gold values that is approximately 2.3 kilometers by 500 meters in a region that had only seen limited historical grab sampling.

Rock chip samples were selectively taken within the area of the soil anomaly on mineralized structures of the outcropping southern skarn system. The rock chip sampling program produced results up to 7.54g/t gold and 16.0% copper in oxides. The top forty rock samples for gold and copper from this program are presented in tables 1 and 2. A newly identified mineralized skarn body has been discovered measuring 300 by 350 meters located 850 meters to the southwest of any previously known mineralization in an erosional window of overlying volcanic cover. A total of 113 samples were collected from this zone with average grades of 0.13g/t Au and 0.16% Cu. This new discovery is considered significant as we believe it is at the edge of a larger buried skarn system outlined by the magnetics data.

The trenching program was designed to test structural trends identified by field mapping and magnetics data in areas where historical grab samples returned multi-gram gold. The northern most trench returned three distinct zones of oxide gold mineralization (see Figure 8) as follows:

  •  53 meters at 1.75 g/t Au (including 14m at 5.23 g/t Au)
  •  37 meters at 1.07 g/t Au (including 11m at 2.65 g/t Au)
  •  11 meters at 0.7 g/t Au  


- 55 -

These intervals are estimated to be 35 – 50% of true width based on limited observations of northerly trending structures within the trench. However, it is possible that the mineralization is related to large scale northeast trending structures identified in geophysics and by the previous operator. Additional geological mapping, trenching and geophysical surveys are required to establish the geologic framework on the property to establish the true width of mineralization.

Figure 9 – Southern Sombrero Soil Survey and Trenching Results

Quality Assurance/Quality Control & Sample Preparation, Analysis and Data Verification

Soils 2016 (Sombrero, Peru):

Approximately 2 kg of soil material per sample were collected and sent to ALS Lab in Lima, Peru for preparation and then to ALS Lab in Vancouver for analysis. All samples are analyzed for gold and multi-element using 50g nominal weight trace level method by aqua regia digestion and ICP-MS finish (AuME-TL44). QA/QC program for soil samples using internal standard and blank samples; field and lab duplicates indicate good overall accuracy and precision.

Grabs 2016 (Sombrero, Peru):

Approximately 2kg of rock chips material per sample were collected for analysis and sent to ALS Lab in Lima, Peru for preparation and analysis. All samples are assayed using 30g nominal weight fire assay with ICP finish (Au-ICP21) and multi-element aqua regia digest ICP-AES/ICP-MS method (ME-MS41). Where ICP21 results were > 3 g/t Au (11 samples in total) the assay were repeated with 50g nominal weight fire assay with gravimetric finish (Au-GRA22). Where MS41 results were greater or near 10,000 ppm Cu (4 samples in total) the assay were repeated with ore grade Cu aqua regia digest method (Cu-OG46). QA/QC programs for 2016 rock grab samples using internal standard and blank samples; field and lab duplicates indicate good overall accuracy and precision.


- 56 -

Trenches 2016 (Sombrero, Peru):

Analytical samples were taken from each 1 meter interval of trench floor resulting in approximately 2-4kg of rock chips material per sample. Collected samples were sent to ALS Lab in Lima, Peru for preparation and analysis. All samples are assayed using 50g nominal weight fire assay with atomic absorption finish (Au-AA26) and multi-element aqua regia digest ICP-AES/ICP-MS method (ME-MS41). QA/QC programs for 2016 trench grab samples using internal standard and blank samples; field and lab duplicates indicate good overall accuracy and precision.

Intervals were calculated using a minimum of a 0.1 g/t Au cut-off at beginning and end of the interval and allowing for no more than seven consecutive samples (seven meters) of less than 0.1 g/t Au.

Huilacollo Property

Project Description, Location and Mineral Tenure

The Huilacollo epithermal property is comprised of 2,000 hectares of intense hydrothermal alteration that is consistent with epithermal Au/Ag mineralization over a 4 by 6 km area located in the Tacna province of southern Peru. Historic drilling has resulted in the identification of a continuously mineralized gold/silver zone open in all directions. Contained within this area, there appears to be higher grade mineralization focused along well defined feeder structures as highlighted by trench intercepts up to 38m at 6.7g/t Au and drill holes including 34m @ 2.14g/t. Importantly, the mineralization as currently defined, represents less than 10% of the area of first order geophysical targets defined by overlapping high resistivity and low chargeability zones that represent the potential for oxide gold mineralization within silica bodies (see figure 5). Initial exploration work will focus on rapidly establishing drill targets through structural mapping, trenching, volumetric sampling, and multi-spectral analysis with an initial drill program planned for the fourth quarter of 2016. Huilacollo has excellent infrastructure with access by road, nearby high voltage power lines and water.

The Company acquired the rights to Huilacollo through an option agreement (the “Huilacollo Option”) with a local Peruvian company, Inversiones Sol S.A.C., under which the Company may acquire 100% interest, subject to an NSR, through a combination of work expenditures and cash payments as outlined in the table below.

Table 13 – Huilacollo Option Expenditures and Cash Payments

Due Dates         Property     Work Expenditures    
          Payments        
Effective Date (May 11, 2016)   paid   US$   250,000   US$    -  
May 11, 2018         500,000     2,000,000  
May 11, 2019         -     3,000,000  
May 11, 2020         250,000     -  
May 11, 2021         250,000     2,000,000  
May 11, 2022         7,500,000     -  
Total       US$   8,750,000   US$   7,000,000  


- 57 -

2016 Exploration

During the fourth quarter of 2016, Auryn undertook an extensive geochemical survey in the southern half of the property that consisted of 1,259 soil samples over a 3 km by 4 km area. The results of the survey have defined two significant newly discovered gold-in-soil anomalies that are contiguous at +50 ppb gold and are similar in magnitude and intensity to the known 1,100 meter by 400 meter soil anomaly that defines the northern Huilacollo gold system identified in 1995 by Cominco. This northern system has had limited exploration drilling focused over a 350 meter by 150 meter area and is open for expansion.

The newly defined gold anomalies in the southern half of the project are further characterized by strong silver, antimony and arsenic trace element association that is very typical of productive high sulphidation gold oxide deposits globally. The historical geochemical survey from Cominco in the northern half of the project area did not analyze for these elements, however, gold in the mineralized system defined by historical drilling shows a strong association with these same trace elements demonstrating the prospective nature of the newly defined gold anomalies.

Further exploration work on the project will consist of completing a multi-element geochemical soil survey across the northern half of the project as well as trenching, rock chip sampling, and detailed mapping to develop drill targets. An extensive drill program is anticipated once all the surface work is completed and permits are received.

Figure 10 – Soil Survey Results: Newly Identified Multiple +50ppb Gold Anomalies


- 58 -

Quality Assurance/Quality Control & Sample Preparation, Analysis and Data Verification

Approximately 1 kg of soil material per sample was collected and sent to ALS Lab in Lima, Peru for preparation and then to ALS Lab in Vancouver for analysis. All samples are analyzed for gold and multi-element using 50g nominal weight trace level method by aqua regia digestion and ICP-MS finish (AuME-TL44). QA/QC program for soil samples using internal standard and blank samples, field and lab duplicates indicates good overall accuracy and precision.

Baños del Indio

Project Description, Location and Mineral Tenure

On September 26, 2016 the Company announced it had entered into an option agreement (the “Baños Option”) with a local Peruvian company, Exploandes S.A.C to earn a 100% interest in the Baños del Indio gold project located in the Tacna province of southern Peru, just 10 km to the north of Auryn’s Huilacollo project. Under the Baños Option, the Company may acquire a 100% interest, subject to a 3.0% NSR, through a combination of work expenditures and cash payments as outlined in the table below.

Table 14 - Baños del Indio Work Expeditures and Cash Payments

Due Dates           Property     Work Expenditures  
          Payments        
Effective Date (September 22, 2016)   paid   US$   100,000   US$   -  
September 22, 2017         100,000     200,000  
September 22, 2018         100,000     250,000  
September 22, 2019         200,000     1,000,000  
September 22, 2020         150,000     2,000,000  
September 22, 2021         2,500,000     -  
Total       US$  3,150,000   US$   3,450,000  

The Baños del Indio epithermal property is comprised of 5,000 hectares of well-developed high-level steam heated epithermal style alteration and is considered by Auryn to be one of the largest untested epithermal alteration centers in Peru. Baños del Indio shares many similarities with the La Coipa mine complex in northern Chile where economic mineralization is principally located beneath similar high-level steam heated epithermal alteration. Initial exploration to define drill targets will focus on structural mapping, multi-spectral analysis to identify high temperature clays, volumetric sampling and induced polarization geophysical surveys.

The Baños del Indio prospect is located in southern Peru, within 20 kilometres of the border with Chile and about 120 kilometres NNE of the coastal town of Tacna. Access to the project area is from Tarata via a dirt road which needs minor repairs each season. Driving time from Tacna is about 4 hours. Tacna has daily air services to Lima, with about 1.5 hours flying time.

Exploration

As of the date of this AIF, the Company has not conducted any material exploration with in the Banos del Indio claims.


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DESCRIPTION OF CAPITAL STRUCTURE

Common Shares

Auryn’s authorized capital consists of an unlimited number of common shares without par value. The Company is also authorized to issue an unlimited number of preferred shares. There were no preferred shares issued and outstanding as at the date of this AIF.

As at the date of this AIF, there were 76,611,349 Common Share issued and outstanding. There are no special rights or restrictions of any nature attached to the Common Shares. The following is a summary of the material provisions that attach to the Common Shares:

 

Each Common Share entitles the holder to one vote at all meetings of Auryn’s shareholders;

   

 

The holders of Common Shares are entitled to receive during each year, as and when declared by the Board of Directors, dividends payable in money, property or by the issue of fully-paid Common Shares;

   

If Auryn is dissolved, wound-up, whether voluntary or involuntary, or there is a distribution of Auryn’s assets among shareholders for the purpose of winding-up its affairs, the holders of Common Shares are entitled to receive Auryn’s remaining property; and

   

 

There are no constraints imposed on the ownership of the Common Shares.

Preferred Shares

There were no preferred shares issued and outstanding as at the date of this AIF. The preferred shares would have certain privileges, restrictions and conditions. Preferred shares may be issued in one or more series and the directors may from time to time fix the number and designation and create special rights and restrictions.

Stock Options

Auryn maintains a Rolling Stock Option Plan (the “Option Plan”) providing for the issuance of stock options not to exceed 10% of the issued and outstanding Common Shares (on an as-converted basis) at the time of the grant. Auryn may grant stock options from time to time to its directors, officers, employees and other service providers. The stock options vest as to 25% on the date of the grant and 12.5% every three months thereafter for a total vesting period of 18 months.

As at the date of this AIF, the following stock options were outstanding under the Option Plan:

Table 15 – Outstanding Stock Options

Number of Options Exercise Price Expiry Date
1,170,000 $0.51 February 17, 2019
1,196,750 $1.30 August 17, 2020
2,310,000 $2.63 June 20, 2021
440,000 $3.22 January 10, 2022

Share Purchase Warrants

In connection with a non-brokered private placement that closed on September 16, 2015, Auryn issued 4,835,000 share purchase warrants (“Warrants”). Each purchase warrant is exercisable into a common share of the Company at a price of $1.70 per share for a period of 24 months from September 16, 2015. In the event that the Common Shares trade at a closing price on the TSX of equal or greater than $2.40 per share for a period of 20 consecutive trading days at any time after four months after the closing date, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire on the 30th day after the date on which such notice is given by the Company.


- 60 -

As at the date of this AIF, the following Warrants were outstanding:

Table 16 – Outstanding Warrants

Number of Warrants Exercise Price Expiry Date
1,602,500 $1.70 September 16, 2017
30,503 $1.40 May 4, 2018
72,644 $0.85 August 5, 2017
23,529 $0.85 August 14, 2017

MARKET FOR SECURITIES

Trading Price and Volume

The Common Shares were listed and posted for trading on the TSXV since October 17, 2008. Prior to the completion of Auryn’s Qualifying Transaction on February 23, 2011 the Common Shares traded on the TSXV under symbol “GET.P”. Upon completion of the Qualifying Transaction, Auryn changed its trading symbol to “GET”. On October 11, 2013, Auryn changed its name to Auryn Resources Inc. and began trading under the ticker symbol “AUG” on October 15, 2013. As of May 22, 2015, the Common Shares are quoted on the OTCQX under the symbol “GGTCF”. Starting from November 1, 2016, the Company’s Common Shares have been trading on the TSX under the symbol “AUG”.

The following table sets out the high and low sale prices and the aggregate volume of trading of the Common Shares on the TSX and the TSXV for the months indicated.

Table 17 – Trading Price and Volume on TSXV

      High     Low     Volume  
  Date   ($)     ($)     (no. of Common  
                  Shares)  
  October 2016   2.99     2.32     2,793,331  
  September 2016   3.53     2.92     2,586,955  
  August 2016   4.05     2.85     3,760,597  
  July 2016   4.17     3.09     5,235,161  
  June 2016   3.18     2.12     4,580,808  
  May 2016   2.33     1.61     6,684,656  
  April 2016   2.05     1.49     2,158,557  
  March 2016   1.68     1.36     2,500,002  
  February 2016   1.55     1.15     4,164,211  
  January 2016   1.27     1.01     934,523  


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Table 18 – Trading Price and Volume on TSX

      High     Low     Volume  
  Date   ($)     ($)     (no. of Common  
                  Shares)  
  March 1 – 28, 2017   3.24     2.70     2,338,427  
  February 2017   3.70     3.08     3,089,746  
  January 2017   3.85     2.90     3,577,932  
  December 2016   3.04     2.33     2,367,249  
  November 2016   3.19     2.14     2,886,486  

Prior Sales

In the financial year ended December 31, 2016 and up until the date of this AIF, Auryn issued the following securities that were not listed or quoted on a stock exchange:

Date of Issuance   Number of Securities Issued     Issue/Exercise Price  
June 20,2016   2,355,000 Stock Options   $ 2.63  
September 7, 2016   97,786 Stock Options(1) $ 2.21  
January 10, 2017   440,000 Stock Options   $ 3.22  

Notes:

(1)

options were transferred over pursuant to the Arrangement Agreement between the Company and Homestake Resource Corp., which was completed on September 7, 2016

DIRECTORS AND EXECUTIVE OFFICERS

Name, Occupation and Security Holding

The following table sets out the names, province or state and country of residence, positions with or offices held with Auryn, and principal occupation for the past five years of each of Auryn’s directors and executive officers, as well as the period during which each has been a director of Auryn.

The term of office of each director of Auryn expires at the annual general meeting of shareholders each year.

Table 19 – Directors and Executive Officers

Name, Position and
Province/State and Country of
Residence (1)
Principal Occupation During
the Past Five Years(1)
Director
Since (2)

IVAN BEBEK
Executive Chairman & Director
British Columbia, Canada

Executive Chairman & Director of Auryn; Co- Chairman & Director of Stratton Resources Inc. (“Stratton”); Past President, Chief Executive Officer, Chief Financial Officer & Director of Cayden Resources Inc. (“Cayden”)

November 2,
2009


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Name, Position and
Province/State and Country of
Residence (1)
Principal Occupation During
the Past Five Years(1)
Director
Since (2)
SHAWN WALLACE
President, CEO & Director
British Columbia, Canada

President, CEO & Director of Auryn; Director of Asanko Gold Inc. (“Asanko”); Co-Chairman & Director of Stratton; Past Chairman & Director of Cayden; Past Director of Full Metal Minerals Inc.

May 7, 2013
STEVE COOK(3) (4) (5) (7)
Director
British Columbia, Canada

Director of Auryn; Director of Stratton; Practicing tax partner at law firm of Thorsteinssons LLP; Past Director of Cayden; Past Director of Brett Resources Ltd.; Past Director of Skeena Resources Ltd.; Past Director of SnipGold Corp.

October 28,
2013
GORDON J FRETWELL(3) (4) (5) (7)
Director
British Columbia, Canada

Director of Auryn; Solicitor of Gordon J. Fretwell Law Corporation; Director of Asanko; Director of Coro Mining Corp.; Director of Canada Rare Earth Corporation.

October 28,
2013
KEITH MINTY(6)
Director
Ontario, Canada

Director of Auryn; Director of Callinex Mines Inc.; Director of Hunter Bay Minerals Plc.; Chief Operating Officer of Aurvista Gold; Past Director of Asanko; Past Director of Oremex Silver Inc.

October 28,
2013
DANIEL MCCOY(3) (4) (5) (6)
Director
Nevada, USA

Director of Auryn; Past Director & Chief Exploration Geologist at Cayden Resources Inc.; Past President, Chief Executive Officer, Chief Geologist & Director of Asanko.

February 26,
2015
ANTONIO ARRIBAS(6)
Director
Michigan, USA

Director of Auryn; Professor at the Graduate school of Mineral Resource Sciences of Akita University, Japan; Adjunct Professor at the University of Michigan; Adjunct Professor at James Cook University in Townsville, Australia; Past Vice President Geoscience at BHP Billiton Minerals Exploration; Past Senior Manager Geosciences at Newmont Mining Corp.

August 17, 2015
MICHAEL KOSOWAN(7)
Director
British Columbia, Canada

Director of Auryn; President, CEO & Director of Stratton; Past Investment Advisor of Sprott Private Wealth (Canada) and Sprott Global Resources Inc (USA)

November 31,
2016
PETER REES
Chief Financial Officer,
Corporate Secretary
British Columbia, Canada

Chief Financial Officer and Corporate Secretary of Auryn; Chief Financial Officer & Corporate Secretary of Stratton; Past Director & Chief Financial Officer of Cayden; Past Corporate Controller & VP Finance of Asanko; Past Audit Manager at Deloitte and Touche LLP

N/A


- 63 -

Name, Position and
Province/State and Country of
Residence (1)
Principal Occupation During
the Past Five Years(1)
Director
Since (2)
MICHAEL HENRICHSEN(6)
Chief Operating Officer
British Columbia, Canada
Chief Operating Officer and structural geologist of Auryn; Past structural geologist at Newmont Mining Corp. N/A

RUSSELL STARR
SVP, Communications
SVP, Communications of Auryn; Past Director of Cayden N/A

Notes:
(1)

The information as to province of residence and principal occupation, is not within the knowledge of Auryn, and has been individually provided by the respective directors and officers.

(2)

Apart from Michael Kosowan who was added to the Board in November 2016, each of Auryn’s directors was elected by Auryn’s shareholders at an annual general meeting held on June 16, 2016 to serve until the next annual general meeting of shareholders or until a successor is elected or appointed. Auryn’s officers serve at the determination of Auryn’s Board.

(3)

Member of the Audit Committee.

(4)

Member of the Compensation Committee.

(5)

Member of the Nominating and Governance Committee.

(6)

Member of the Technical Committee.

(7)

Member of the Mergers and Acquisitions Committee.

As at the date of this AIF, Auryn’s directors and executive officers as a group, beneficially owned, directly and indirectly, or exercised control or direction over, a total of 13,185,622 Common Shares, being approximately 17.21% of Auryn’s issued and outstanding Common Shares.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Other than as described below, as at the date of this AIF or within the last 10 years before the date of this AIF, no director or executive officer of Auryn was a director, chief executive officer or chief financial officer of any company (including Auryn), that:

  (a)

was subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, that was in effect for a period of more than 30 consecutive days; or

     
  (b)

was subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director, chief executive officer or chief financial officer ceased to be a director, chief executive officer or chief financial officer, and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Other than as described below, no director or executive officer of Auryn, or a shareholder holding a sufficient number of securities of Auryn to affect materially the control of Auryn,

  (a)

is, at the date of this AIF, or has been within the 10 years before the date of this AIF, a director or executive officer of any company (including Auryn) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;



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  (b)

has, within the 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder; or

     
  (c)

has been subject to:


  1)

any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

     
  2)

any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable securityholder in making an investment decision.

Gordon Fretwell was a director of Pine Valley Mining Company from August 2003 until his resignation in 2007. Pine Valley Mining Company became subject to an order under the Companies’ Creditor Assistance Act (British Columbia) in 2008, the year following Mr. Fretwell’s resignation. Mr. Fretwell is also a director of Lignol Energy Corp., which was placed into receivership in September 2014.

Conflicts of Interest

Directors and officers of Auryn are also directors, officers and/or promoters of other reporting and non-reporting issuers which raises the possibility of future conflicts in connection with property opportunities which they may become aware of and have a duty to disclose to more than the issuer on whose board they serve. This type of conflict is common in the junior resource exploration industry and is not considered an unusual risk. Conflicts, if any, will be subject to the procedures and remedies provided under the BCBCA.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

To the best knowledge of Auryn’s management, there are no legal proceedings involving Auryn or its properties as of the date of this AIF and Auryn knows of no such proceedings currently contemplated.

No penalties or sanctions have been imposed against Auryn by a court relating to securities legislation or by a securities regulatory authority during Auryn’s financial year, no penalties or sanctions have been imposed by a court or regulatory body against Auryn that would likely be considered important to a reasonable investor in making an investment decision and no settlement agreements have been entered into by Auryn before a court relating to securities legislation or with a securities regulatory authority during the financial year.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

To the knowledge of the directors and executive officers of Auryn, no persons or corporations beneficially owned, directly or indirectly, or exercised control or direction over Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares as at the date of this AIF.


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TRANSFER AGENT AND REGISTRAR

Auryn’s registrar and transfer agent for its Common Shares is Computershare Investor Services Inc., 510 Burrard Street, 3rd Floor, Vancouver, BC, V6C 3B9.

AUDITOR

Deloitte LLP, Chartered Accountants, 2800 – 1055 Dunsmuir St., Vancouver, BC, V7X 1P4, is the current auditor of Auryn. Deloitte LLP has been the auditor of Auryn since October 28, 2015.

MATERIAL CONTRACTS

Auryn’s material contract as of the date of this AIF include:

the Arrangement Agreement dated August 13, 2015 between Auryn and North Country, pursuant to which the Company acquired North Country, as more particularly described under “General Development of the Business – Three Year History – Acquisition of North Country Gold Corp.”

   

 

the Arrangement Agreement dated July 8, 2016 between Auryn and Homestake, pursuant to which the Company acquired Homestake, as more particularly described under “General Development of the Business – Three Year History – Acquisition of Homestake.”

INTERESTS OF EXPERTS

Michael Henrichsen P. Geo., Chief Operating Offering of the Company is the Qualified Person that has reviewed and approved the written technical disclosure within this AIF.

Committee Bay Technical Report

Mr. David W. Rennie, P.Eng. and Mr. Barry McDonough, P.Geo., both of Roscoe Postle Associates Inc., are persons:

who are named in a report described in a filing, or referred to in a filing, made under National Instrument 51-102 Continuous Disclosure Obligations by the Company during, or relating to, the Company’s most recently completed financial year; and

   

 

whose profession or business gives authority to the report made by each of them.

To Auryn’s knowledge, neither of these persons holds, directly or indirectly, more than 1% of Auryn’s issued and outstanding Common Shares. Based on information provided by the experts, other than as disclosed in this AIF, none of the experts named above, when or after they prepared the statement, report or valuation, has received any registered or beneficial interests, direct or indirect, in any securities or other property of Auryn or of one of Auryn’s associates or affiliates or is or is expected to be elected, appointed or employed as a director, officer or employee of Auryn or of any associate or affiliate of Auryn.

Homestake Ridge Technical Report

Mr. David W. Rennie, P.Eng. of Roscoe Postle Associates Inc., and Robert W.J. Macdonald, P.Geo. are persons:


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who are named in a report described in a filing, or referred to in a filing, made under National Instrument 51-102 Continuous Disclosure Obligations by the Company during, or relating to, the Company’s most recently completed financial year; and

   

 

whose profession or business gives authority to the report made by each of them.

To Auryn’s knowledge, neither of these persons holds, directly or indirectly, more than 1% of Auryn’s issued and outstanding Common Shares. Based on information provided by the experts, other than as disclosed in this AIF, none of the experts named above, when or after they prepared the statement, report or valuation, has received any registered or beneficial interests, direct or indirect, in any securities or other property of Auryn or of one of Auryn’s associates or affiliates or is or is expected to be elected, appointed or employed as a director, officer or employee of Auryn or of any associate or affiliate of Auryn.

Deloitte LLP, Chartered Accountants, of Vancouver, British Columbia, has prepared the Auditor’s Report with respect to the consolidated financial statements of Auryn for the financial periods ended December 31, 2016 and 2015. Deloitte has advised that it independent of the Company within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

AUDIT COMMITTEE INFORMATION

Audit Committee Charter

The primary responsibility of the Audit Committee is that of oversight of the financial reporting process on behalf of the Board. This includes oversight responsibility for financial reporting and continuous disclosure, oversight of external audit activities, oversight of financial risk and financial management control, and oversight responsibility for compliance with tax and securities laws and regulations as well as whistle blowing procedures. The Audit Committee is also responsible for the other matters as set out in this charter and/or such other matters as may be directed by the Board from time to time. The Audit Committee should exercise continuous oversight of developments in these areas.

The Company’s Audit Committee Charter can be viewed on the Company’s website at http://www.aurynresources.com/assets/docs/Auryn-Charter-of-Audit-Committee.pdf .

Composition of the Audit Committee

The current members of the Audit Committee are Steve Cook (Chairman), Gordon Fretwell and Daniel McCoy. All current members of the Audit Committee are considered to be financially literate and all are independent.

Relevant education and Experience

Set out below is a brief description of the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member.

Steve Cook is a practicing tax partner at the law firm of Thorsteinssons LLP, Vancouver, British Columbia. Mr. Cook received his B.Comm. and LL.B. degrees from the University of British Columbia and was called to the British Columbia Bar in 1982 and the Ontario Bar in 1992. Mr. Cook is a specialist in corporate and international tax planning, offshore structures, representation, and civil and criminal tax litigation.

Gordon Fretwell holds a B.Comm. degree and graduated from the University of British Columbia in 1979 with his Bachelor of Law degree.Formerly a partner in a large Vancouver law firm, Mr. Fretwell has, since 1991, been a self-employed solicitor (Gordon J. Fretwell Law Corporation) in Vancouver, practicing primarily in the areas of corporate and securities law.


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Dr. Daniel McCoy obtained his doctorate at the University of Alaska and has worked extensively in the exploration sector for over 27 years, specializing in precious metals exploration. Dr. McCoy has a wealth of experience in North America, South America and in Africa.

Each member of the Audit Committee has:

an understanding of the accounting principles used by the Company to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;
experience preparing, auditing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising individuals engaged in such activities; and
  an understanding of internal controls and procedures for financial reporting.

Pre-Approval Policies and Procedures

The audit committee has adopted specific policies and procedures for the engagement of non-audit services to be provided to the Company or any subsidiaries by the Company’s external auditor. The Chair of the Audit Committee has the authority to pre-approve in between regularly scheduled Audit Committee meetings any non-audit service of less than $50,000, however such approval will be presented to the Audit Committee at the next scheduled meeting for formal approval.

External Auditor Service Fees

The following table discloses the aggregate fees billed for each of the last two fiscal years for professional services rendered by the Company’s auditor for various services.

Fees incurred with each of former auditor, Hay & Watson, Chartered Accountants (“Hay & Watson”) for the fiscal year ended June 30, 2015 and Deloitte LLP, Chartered Accountants (the “Auditor” or “Deloitte LLP”) for the six month fiscal period ended December 31, 2015 and fiscal year ended December 31, 2016).

Table 20 – Audit Fees

Nature of Services Fees Paid to Deloitte
LLP in Year Ended
December 31, 2016
Fees Paid to Deloitte
LLP in fiscal period
ended December 31,
2015
Fees Paid to Hay &
Watson in Year Ended
June 30, 2015
Audit Fees $78,000 $48,000 $14,000
Audit-Related Fees $63,500 Nil Nil
Tax Fees Nil Nil Nil
All Other Fees Nil Nil Nil
Total $141,500 $48,000 $14,000

Notes:
  1)

“Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.



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  2)

“Audit-Related Fees” include services that are traditionally performed by the auditor. These audit- related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

     
  3)

“Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit- Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

     
  4)

“All Other Fees” include all other non-audit services. Including the review of the Company’s interim financial statements.

ADDITIONAL INFORMATION

Additional information relating to Auryn, including directors’ and officers’ remuneration and indebtedness, principal holders of Auryn’s securities, and securities authorized for issuance under equity compensation plans, is contained in annual financial statements, management’s discussion and analysis, proxy circulars and interim financial statements of the Company, available under the Company’s profile on SEDAR at www.sedar.com.