Vancouver, British Columbia – September 25, 2015 – Auryn Resources Inc. (TSX-V: AUG, OTCQX: GGTCF) (“Auryn” or the “Company”) and North Country Gold Corp. (TSX-V: NCG) (“North Country”) are pleased to announce the completion of the previously announced plan of arrangement (the “Arrangement”) pursuant to which Auryn has acquired all of the issued and outstanding common shares of North Country (“North Country Shares”). North Country is now a wholly-owned subsidiary of Auryn.
The Arrangement was approved at North Country’s special meeting of shareholders held on September 18, 2015 by approximately 99.85% of the votes cast by North Country shareholders. Final approval for the Arrangement was obtained from the Court of Queen’s Bench of Alberta on September 22, 2015.
As a result, the North Country Shares will be delisted from the TSX Venture Exchange and Auryn will apply to the relevant securities commissions for North Country to cease to be a reporting issuer under Canadian securities laws.
Shawn Wallace, President and Chief Executive Officer of Auryn, stated “The consolidation of ownership in the Committee Bay project through the acquisition of North Country Gold represents a tremendous opportunity for both companies’ shareholders. We are very excited about the district scale potential of this 300km long gold belt. On behalf of our board, I would like to acknowledge the excellent technical work completed by the team at North Country Gold to date.”
Under the Arrangement, each North Country Share was exchanged for 0.1 of a common share of Auryn (the “Exchange Ratio”). In addition, each outstanding option to acquire North Country Shares was amended to convert into Auryn Shares with the number and price adjusted by the Exchange Ratio.
Full details of the Arrangement and certain other matters are set out in the management information circular of North Country dated August 20, 2015 (the “Information Circular”). A copy of the Information Circular can be found under North Country’s profile on SEDAR at www.sedar.com.
North Country shareholders who have questions or who may need assistance with the completion of letters of transmittal are advised to contact Computershare Investor Services Inc., the depository for the Arrangement, at:
North American Toll Free: 1-800-564-6253
Auryn is a junior mining exploration company focused on delivering shareholder value through project acquisition and development. The Company’s management team is highly experienced with an impressive track record of success in the discovery, development, financing and monetizing of mining assets for shareholders.
Through the acquisition of North Country, Auryn now owns 100% interest in the Committee Bay project located in Nunavut, Canada. The Committee Bay project includes 66,160 hectares situated along the Committee Bay Greenstone Belt which occurs approximately 180 km northeast of Agnico Eagle Mines’ Meadowbank mine and extends for more than 300 km.
ON BEHALF OF THE BOARD OF DIRECTORS OF AURYN RESOURCES INC.
President and CEO
Cautionary Statement on Forward-Looking Statements
This press release contains “forward-looking information”, as such term is defined in applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “expects”, “believes”, “anticipates”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “plans” and variations of such words and phrases, or by statements that certain actions, events or results “may”, “will”, “could”, “would” or “might”, “be taken”, “occur” or “be achieved”. Such forward-looking information may include but is not limited to statements regarding Auryn’s intention to delist the North Country Shares and cause North Country to cease being a reporting issuer, the overall economic potential of its properties and the availability of adequate financing. Forward-looking information is based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which Auryn operates, are inherently subject to significant operational, economic and competitive uncertainties and contingencies. Auryn cautions that forward-looking information involves known and unknown risks, uncertainties and other factors that may cause Auryn’s actual results, performance or achievements to be materially different from those expressed or implied by such information, including, but not limited to, factors discussed in each management discussion and analysis of the Company, available on SEDAR at www.sedar.com.
Although Auryn has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in forward-looking information, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate or that management’s expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward looking statements may differ materially from actual results or events. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information in this press release is made as of the date of this press release, and Auryn disclaims any intention or obligation to update or revise such information, except as required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.