AURYN RESOURCES INC. (Form: 40FR12B, Received: 07/06/2017 15:47:01)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 40-F

[ x ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

[ ] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended ________________ Commission File Number: _______________

AURYN RESOURCES INC.
(Exact name of Registrant as specified in its charter)

British Columbia, Canada	1040	Not Applicable
(Province or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
Incorporation or Organization)	Classification Code)	Identification No.)

Suite 600, 1199 West Hastings Street
Vancouver, British Columbia, Canada V6E 3T5
( 778) 729-0600
(Address and telephone number of Registrant’s principal executive offices)

Corporation Service Company
Suite 400, 2711 Centerville Road
Wilmington, Delaware 19808
(800) 927-9800
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)

Securities registered or to be registered pursuant to section 12(b) of the Act:

Title Of Each Class	Name Of Each Exchange On Which Registered
Common Shares, no par value	NYSE MKT

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

[ ] Annual Information Form [ ] Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered by the annual report: Not applicable

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “yes” is marked, indicate the file number assigned to the Registrant in connection with such Rule.

Yes [ ] No [ x]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ ] No [ x ]

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company[x]

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

[ ]

INTRODUCTORY INFORMATION

Auryn Resources Inc. (the “ Company ” or “ Auryn ”) is a Canadian public company whose common shares are listed on the Toronto Stock Exchange and approved for listing on the NYSE MKT exchange operated by the NYSE MKT LLC (the “ NYSE MKT ”). Auryn is a “foreign private issuer” as defined in Rule 3b-4 under Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and is eligible to file this registration statement on Form 40-F (the “ Registration Statement ”) pursuant to the Canada/ United States multi-jurisdictional disclosure system (the “ MJDS ”). References to the “ Registrant ” or “ Auryn ” in this Registration Statement mean Auryn Resources Inc. and its subsidiaries, unless the context suggests otherwise

PRINCIPAL DOCUMENTS

Each of the documents that is filed as an exhibit to this Registration Statement, as set forth in the Exhibit Index attached hereto, is incorporated by reference herein.

The Registrant has filed written consents of certain experts named in the foregoing Exhibits as Exhibit 99.77 to Exhibit 99.81, inclusive, as set forth in the Exhibit Index attached hereto and as required by General Instruction D.(9) of Form 40-F.

DESCRIPTION OF COMMON SHARES

A description of the common shares of the Registrant registered pursuant to this Registration Statement, as required by General Instruction B.(2) of Form 40-F, is set forth in the section entitled “ Description of Capital Structure—Common Shares ” starting on page 59 of the Annual Information Form of the Registrant for the year ended December 31, 2016 (the “ 2016 AIF ”) filed as Exhibit 99.7, as set forth in the Exhibit Index attached hereto.

FORWARD-LOOKING STATEMENTS

This Registration Statement includes or incorporates by reference certain statements that constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 . These statements appear in a number of places in this Registration Statement and documents incorporated by reference herein and include statements regarding the Registrant’s intent, belief or current expectation and that of the Registrant’s officers and directors. These forward-looking statements involve known and unknown risks and uncertainties that may cause the Registrant’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this Registration Statement or in documents incorporated by reference in this Registration Statement, words such as “believe,” “anticipate,” “estimate,” “project,” “intend,” “expect,” “may,” “will,” “plan,” “should,” “would,” “contemplate,” “possible,” “attempts,” “seeks” and similar expressions are intended to identify these forward-looking statements. These forward-looking statements are based on various factors and were derived utilizing numerous assumptions that could cause the Registrant’s actual results to differ materially from those in the forward-looking statements. Accordingly, readers are cautioned not to put undue reliance on these forward-looking statements.

future capital expenditures and expenditures from operations;
future plans of the Company;
success of exploration activities;

government regulation of mining operations (including attaining necessary permits and access rights); and
future reclamation obligations and other environmental risks.

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.

These assumptions should be considered carefully by investors. Investors are cautioned not to place undue reliance on the forward-looking statements or the assumptions on which the Registrant’s forward-looking statements are based. Investors are further cautioned that the foregoing list of assumptions is not exhaustive and it is recommended that prospective investors consult the more complete discussion of the Registrant’s business, financial condition and prospects that is included in the 2016 AIF and in the other documents incorporated by reference herein.

Persons reading this Registration Statement 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;
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;
fluctuations in metal prices and foreign currency exchange rates;
changes in business strategies;
changes in laws and regulations (including those in foreign jurisdictions); and

other factors described under the heading “Risk Factors” in the 2016 AIF and risks discussed in the management’s discussion and analysis for the year ended December 31, 2016 (the “ 2016 Annual MD&A ”).

Investors are advised to carefully review and consider the risk factors identified in the 2016 AIF under the heading “Risk Factors”, in the 2016 Annual MD&A and in the other documents incorporated by reference herein for a discussion of the factors that could cause the Registrant’s actual results, performance and achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements. The forward-looking statements contained in this Registration Statement are made as of the date hereof and, accordingly, are subject to change after such date.

Although the Registrant believes that the assumptions on which the forward-looking statements are made are reasonable, based on the information available to the Registrant on the date such statements were made, no assurances can be given as to whether these assumptions will prove to be correct. Accordingly, readers should not place undue reliance on forward-looking information. The Registrant does not undertake to update any forward-looking information, except as, and to the extent, required by applicable securities laws, including applicable United States federal securities laws. The forward-looking statements contained in this Registration Statement and the documents incorporated by reference herein are expressly qualified by this cautionary statement.

CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING
ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES

The disclosure in this Registration Statement, including the documents incorporated by reference herein, uses terms that comply with reporting standards in Canada and certain estimates are made in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“ NI 43-101 ”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Unless otherwise indicated, all resource estimates contained in or incorporated by reference in this Registration Statement have been prepared in accordance with NI 43-101. These standards differ significantly from the requirements of the SEC, and reserve and resource information contained herein and incorporated by reference herein may not be comparable to similar information disclosed by U.S. companies.

This Registration Statement uses the terms “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” to comply with the reporting standards in Canada. The Registrant advises United States investors that while those terms are recognized and required by Canadian regulations, the SEC does not recognize them. United States investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineral reserves. These terms have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility.

Further, “inferred resources” have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the inferred resources exist. In accordance with Canadian rules, estimates of “inferred mineral resources” cannot form the basis of feasibility or other economic studies.

It cannot be assumed that all or any part of “measured mineral resources”, “indicated mineral resources”, or “inferred mineral resources” will ever be upgraded to a higher category. Investors are cautioned not to assume that any part of the reported “measured mineral resources”, “indicated mineral resources”, or “inferred mineral resources” in this Registration Statement is economically or legally mineable.

In addition, this Registration Statement includes references to mineral reserves as defined by NI 43-101. For United States reporting purposes, SEC Industry Guide 7 (under the United States Securities Exchange Act of 1934 (the “ Exchange Act ”)), as interpreted by Staff of the SEC, applies different standards in order to classify mineralization as a reserve. As a result, the definitions of proven and probable reserves used in NI 43-101 differ from the definitions in the SEC Industry Guide 7. Under SEC standards, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralized material as reserves under the SEC standards. Accordingly, references to mineral reserves in this Registration Statement may not have the same meaning as “reserves” under SEC standards.

In addition, disclosure of “contained ounces” is permitted disclosure under Canadian regulations; however, the SEC only permits issuers to report mineralization as in place tonnage and grade without reference to unit measures.

For the above reasons, information contained in this Registration Statement and the documents incorporated by reference herein containing descriptions of the Company’s mineral properties may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

NOTE TO UNITED STATES READERS REGARDING DIFFERENCES
BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted under the MJDS to incorporate by reference into this Registration Statement disclosure documents that have been prepared by the Company in accordance with Canadian disclosure requirements, which are different from those of the United States. Canadian public companies are required to prepare financial statements in accordance with International Financial Reporting Standards (" IFRS "), as issued by the International Accounting Standards Board (the “ IASB ”). Consequently, the Company’s audited financial statements for the year ended December 31, 2016, the six months ended December 31, 2015 and the year ended June 30, 2015 have been prepared in accordance with IFRS as issued by the IASB and are subject to Canadian auditing and auditor independence standards, each of which differ in some respects to United States generally accepted accounting principles (" US GAAP ") and from practices prescribed by the SEC. Therefore, the Company’s financial statements incorporated by reference in this Registration Statement may not be comparable to financial statements prepared in accordance with US GAAP.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant has not entered into any “off-balance sheet arrangements”, as defined in General Instruction B(11) to Form 40-F, that have or are reasonably likely to have a current or future effect on the Registrant’s financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

CONTRACTUAL OBLIGATIONS

Below is a tabular disclosure of the Registrant’s contractual obligations as at December 31, 2016 (amounts stated in Canadian dollars):

		Less than	1-3		More than 5
	Total	one year	Years	3 to 5 years	years
	($000s)	($000s)	($000s)	($000s)	($000s)

Drilling Contracts ⁽¹⁾	1,000	1,000	-	-	-

Provision for site reclamation and closure	1,747	-	-	-	1,747

Accounts payable and accrued liabilities	818	818	-	-	-

Total	3,565	1,818	-	-	1,747

(1)

As at December 31, 2016, the Registrant entered into certain drilling contracts relating to the exploration activities at Committee Bay project pursuant to which the Registrant was required to make staggered advanced payments totaling $1,000,000 by February 28, 2017. These advanced payments have been paid subsequent to December 31, 2016.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

Consent to Service of Process

Concurrently with the filing of this Registration Statement, the Registrant will file an Appointment of Agent for Service of Process and Undertaking on Form F-X signed by the Registrant and its agent for service of process with respect to the class of securities in relation to which this Registration Statement applies.

Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Registrant.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:	July 6, 2017	AURYN RESOURCES INC.



		By:	/s/ Shawn Wallace
			Shawn Wallace
			Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Exhibit Description

Annual and Quarterly Information; Management’s Discussion and Analysis; Certifications

99.1	Interim financial statements of the Registrant for the three months ended March 31, 2017 (May 11, 2017)

99.2	Management’s Discussion and Analysis for the three months ended March 31, 2017 (May 11, 2017)

99.3	Certification of Interim Filings – CEO (May 11, 2017)

99.4	Certification of Interim Filings – CFO (May 11, 2017)

99.5	Consolidated financial statements of the Registrant and the notes thereto for the year ended December 31, 2016, the six months ended December 31, 2015 and the year ended June 30, 2015, together with the report of the auditors on the consolidated financial statements for the year ended December 31, 2016 and the six months ended December 31, 2015 (March 29, 2017)

99.6	Management’s Discussion and Analysis for the fiscal year ended December 31, 2016 (March 29, 2017)

99.7	Annual Information Form of the Registrant for the year ended December 31, 2016 (March 29, 2017)

99.8	Certification of Annual Filings –CEO (March 29, 2017)

99.9	Certification of Annual Filings –CFO (March 29, 2017)

99.10	Interim financial statements of the Registrant for the three and nine months ended September 30, 2016 (September 30, 2016)

99.11	Management’s Discussion and Analysis for the three and nine months ended September 30, 2016 (November 23, 2016)

99.12	Certification of Interim Filings –CEO (November 23, 2016)

99.13	Certification of Interim Filings –CFO (November 23, 2016)

99.14	Interim financial statements of the Registrant for the three and six months ended June 30, 2016 (August 22, 2016)

99.15	Management’s Discussion and Analysis for the three and six months ended June 30, 2016 (August 22, 2016)

99.16	Certification of Interim Filings –CEO (August 22, 2016)

99.17	Certification of Interim Filings –CFO (August 22, 2016)

99.18	Interim financial statements of the Registrant for the three months ended March 31, 2016 (May 30, 2016)

99.19	Management’s Discussion and Analysis for the three months ended March 31, 2016 (May 30, 2016)

99.20	Certification of Interim Filings –CEO (May 30, 2016)

Exhibit Number	Exhibit Description

99.16	Certification of Interim Filings –CEO (August 22, 2016)

99.17	Certification of Interim Filings –CFO (August 22, 2016)

99.18	Interim financial statements of the Registrant for the three months ended March 31, 2016 (May 30, 2016)

99.19	Management’s Discussion and Analysis for the three months ended March 31, 2016 (May 30, 2016)

99.20	Certification of Interim Filings –CEO (May 30, 2016)

99.21	Certification of Interim Filings –CFO (May 30, 2016)

99.22	Annual Information Form of the Registrant for the year ended December 31, 2015 (April 28, 2016)

99.23	Management’s Discussion and Analysis for the six months ended December 31, 2015 (April 28, 2016)

99.24	Audited financial statements of the Registrant and the notes thereto for the six months ended December 31, 2015 and the year ended June 30, 2015 (April 28, 2016)

99.25	Certification of Annual Filings –CEO (April 28, 2016)

99.26	Certification of Annual Filings –CFO (April 28, 2016)

99.27	Annual Information Form of the Registrant for the year ended June 30, 2015 (April 14, 2016)

Shareholder Meeting Materials

99.28	Report of Voting Results (June 2, 2017)

99.29	Form of proxy (amended) (April 27, 2017)

99.30	Notice of Meeting (April 25, 2017)

99.31	Form of proxy (April 25, 2017)

99.32	Management information circular (April 25, 2017)

99.33	Notice of the Meeting and Record Date (March 16, 2017)

99.34	Form of proxy (May 9, 2016)

99.35	Management information circular (May 9, 2016)

99.36	Notice of Meeting (May 9, 2016)

Exhibit Number	Exhibit Description

99.37	Notice of the Meeting and Record Date (March 31, 2016)

Material Change Reports

99.38	Material change report (January 26, 2017)

99.39	Material change report (September 9, 2016)

99.40	Material change report (July 22, 2016)

99.41	Material change report (April 25, 2016)

News Releases

99.42	News release (June 15, 2017)

99.43	News release (June 13, 2017)

99.44	News release (June 5, 2017)

99.45	News release (April 20, 2017)

99.46	News release (February 24, 2017)

99.47	News release (February 15, 2017)

99.48	News release (January 31, 2017)

99.49	News release (January 24, 2017)


99.50	News release (January 9, 2017)

99.51	News release (December 22, 2016)

99.52	News release (November 30, 2016)

99.53	News release (November 28, 2016)

99.54	News release (November 25, 2016)

99.55	News release (November 14, 2016)

99.56	News release (October 14, 2016)

99.57	News release (October 5, 2016)

99.58	News release (October 3, 2016)

99.59	News release (September 26, 2016)

99.60	News release (September 8, 2016)

Exhibit Number	Exhibit Description

99.61	News release (August 26, 2016)

99.62	News release (July 13, 2016)

99.63	News release (July 11, 2016)

99.64	News release (June 20, 2016)

99.65	News release (June 14, 2016)

99.66	News release (June 2, 2016)

99.67	News release (May 5, 2016)

99.68	News release (May 4, 2016)

99.69	News release (April 12, 2016)

99.70	News release (April 12, 2016)

99.71	News release (February 22, 2016)

Technical Reports

99.72	Technical report (NI-43-101) (June 16, 2017)

99.73	Technical report (NI 43-101) (November 16, 2016)

Other

99.74	Notice (November 3, 2016)

99.75	Other Material Contracts (July 26, 2016)

99.76	Notice of Intent to Qualify (February 19, 2016)

Consents

99.77	Consent of Deloitte LLP dated July 6, 2017 relating to (i) their audit report dated March 28, 2017 on the consolidated financial statements of the Registrant for the fiscal year ended December 31, 2016, and (ii) their audit report dated April 28, 2016 on the consolidated financial statements of the Registrant for the six months ended December 31, 2015

99.78	Consent of David Ross, P.Geo. dated July 6, 2017

99.79	Consent of Robert W.J. Macdonald July 6, 2017

99.80	Consent of David W. Rennie dated July 6, 2017

99.81	Consent of Barry McDonough dated July 6, 2017

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2017 and 2016

Unaudited

(Expressed in Canadian dollars)
_______________________

Auryn Resources Inc.

Condensed Interim Consolidated Statements of Financial Position

Unaudited - (Expressed in Canadian dollars)
		As at March 31,			As at December 31,
		2017			2016

Assets

Current assets:
Cash (note 3)	$	37,354,223		$	2,456,788
Marketable securities		584,761			624,631
Amounts receivable		234,597			234,675
Deferred acquisition costs		–			160,135
Prepaid expenses and deposits (note 4)		1,909,463			319,483
		40,083,044			3,795,712

Non-current assets:
Restricted cash (note 3)		115,050			115,050
Mineral property interests (note 5)		62,247,138			58,815,278
Equipment		1,778,269			1,786,369
		64,140,457			60,716,697
Total assets	$	104,223,501		$	64,512,409


Liabilities and Equity

Liabilities

Current liabilities:
Accounts payable and accrued liabilities	$	1,709,426		$	818,173
Flow-through share premium liability (note 6)		5,545,759			–
		7,255,185			818,173

Non-current liabilities:
Provision for site reclamation and closure		1,756,434			1,746,572
Total liabilities	$	9,011,619		$	2,564,745

Equity:
Share capital	$	101,073,085		$	67,553,205
Share option and warrant reserve		6,673,436			6,108,153
Accumulated other comprehensive income		21,571			29,469
Deficit		(12,556,210	)		(11,743,163	)
Total equity	$	95,211,882		$	61,947,664
Total liabilities and equity	$	104,223,501		$	64,512,409

Approved on behalf of the Board of Directors:

"Ivan Bebek"	"Shawn Wallace"
Director	Director

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Auryn Resources Inc.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

Unaudited - (Expressed in Canadian dollars, except share amounts)
		Three months ended			Three months ended
		March 31, 2017			March 31, 2016

Administration expenses:
Consulting fees, directors' fees, wages and benefits	$	428,843		$	467,046
Legal and professional fees		48,844			23,481
Office, rent and administration		180,952			173,956
Regulatory, transfer agent and shareholder information		53,761			13,277
Share-based compensation (note 8(a))		459,300			141,329
Travel, marketing and investor relations		261,431			279,954
		1,433,131			1,099,043

Other expenses (income):
Project investigation costs		38,376			18,044
Accretion of provision for site reclamation and closure		9,862			6,254
Interest and other income		(63,525	)		(8,010	)
Amortization of flow-through share premium (note 6)		(605,937	)		–
Loss on marketable securities		39,870			–
Foreign exchange (gain) loss		(38,730	)		1,020
		(620,084	)		17,308

Loss for the period	$	(813,047	)	$	(1,116,351	)

Other comprehensive loss, net of tax
Items that may be reclassified subsequently to profit or loss:
Unrealized currency loss on translation of foreign operations	$	(7,898	)	$	–

Other comprehensive loss for the period		(7,898	)		–

Total comprehensive loss for the period	$	(820,945	)	$	(1,116,351	)

Loss per share (basic and diluted) (note 12)	$	(0.01	)	$	(0.02	)
Weighted average number of shares outstanding (basic and diluted) (note 12)		74,081,277			49,021,729

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Auryn Resources Inc.

Condensed Interim Consolidated Statements of Changes in Equity

Unaudited - (Expressed in Canadian dollars, except share amounts)

Accumulated other

Number of

Share option and

comprehensive

common shares

Share capital

warrant reserve

income

Deficit

Total

Balance at December 31, 2015

48,828,729

32,546,799

4,358,367

–

(7,487,930

)

29,417,236

Comprehensive loss for the period

–

(1,116,351

)

(1,116,351

)

Stock options exercised (note 7 (b) iv)

276,250

323,302

(157,877

)

–

165,425

Share-based compensation (note 8(a))

–

175,632

–

175,632

Balance at March 31, 2016

49,104,979

32,870,101

4,376,122

–

(8,604,281

)

28,641,942

Balance at December 31, 2016

66,796,817

67,553,205

6,108,153

29,469

(11,743,163

)

61,947,664

Comprehensive loss for the period

–

(7,898

)

(813,047

)

(820,945

)

Shares issued pursuant to bought deal financing, net of
share issue costs and flow-through liability (note 7 (b) i))

9,542,402

32,760,665

–

32,760,665

Stock options exercised (note 7 (b) ii)

76,250

255,825

(96,850

)

–

158,975

Warrants exercised (note 7 (b) iii)

195,880

503,390

(222,142

)

–

281,248

Share-based compensation (note 8 (a))

–

884,275

–

884,275

Balance at March 31, 2017

76,611,349

101,073,085

6,673,436

21,571

(12,556,210

)

95,211,882

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Auryn Resources Inc.

Condensed Interim Consolidated Statements of Cash Flows

Unaudited - (Expressed in Canadian dollars)
		Three months ended			Three months ended
		March 31, 2017			March 31, 2016

Cash (used in) provided by:
Operating activities:
Loss for the period	$	(813,047	)	$	(1,116,351	)
Items not involving cash:
Interest income		(63,525	)		(8,010	)
Accretion of provision for site reclamation and closure		9,862			6,254
Loss on marketable securities		39,870			–
Amortization of flow-through share premium (note 6)		(605,937	)		–
Unrealized foreign exchange loss (gain)		(13,887	)		177
Share-based compensation (note 8(a))		472,240			141,329
Changes in non-cash working capital:
Amounts receivable		58			240,380
Prepaid expenses and deposits		(211,006	)		(91,440	)
Accounts payable and accrued liabilities		77,733			(119,827	)
Cash used in operating activities		(1,107,639	)		(947,488	)

Investing activities:
Interest received		63,525			8,010
Purchase of equipment		(49,208	)		–
Exploration and evaluation expenditures		(3,348,875	)		(1,053,151	)
Cash used in investing activities		(3,334,558	)		(1,045,141	)

Financing activities:
Proceeds from issuance of common shares, net of cash share issuance costs (note 7 (b))		38,912,361			–
Proceeds from stock option and warrant exercises (note 7 (b))		440,223			165,425
Increase in restricted cash		–			2,200
Cash provided by financing activities		39,352,584			167,625

Effect of foreign exchange rate changes on cash and cash equivalents		(12,952	)		443

Increase (decrease) in cash		34,897,435			(1,824,561	)
Cash, beginning of the period		2,456,788			3,601,317
Cash, end of the period	$	37,354,223		$	1,776,756

Supplemental cash flow information (note 10)

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2017 and 2016

1.	Corporate information

	Auryn Resources Inc. (the “Company” or “Auryn”) was incorporated on June 9, 2008, under the British Columbia Business Corporations Act.

	The Company graduated to the Toronto Stock Exchange from the TSX Venture Exchange effective October 5, 2016 and trades under the symbol AUG.TO. The Company’s principal business activity is the acquisition, exploration and development of resource properties in Canada and Peru.

	Effective September 7, 2016, the Company completed the acquisition of all of the issued and outstanding shares of Homestake Resource Corporation (“Homestake”). Homestake owns 100% in the Homestake Ridge Project which covers approximately 7,500 hectares within the Iskut-Stewart-Kitsault belt, in north-western British Columbia (note 5(b)).

	The Company through its wholly owned subsidiary North Country Gold Corp.’s (“North Country”), owns the mineral concessions comprising the Committee Bay mineral property and Gibsons MacQuoide mineral claims, both located in Nunavut, Canada (note 5 (a)).

	The Company has also secured rights to various mining concessions in southern Peru (note 5(c)).

	The head office and principal address of Auryn is located at 1199 West Hastings Street, Suite 600, Vancouver, British Columbia, V6E 3T5.

2.	Basis of presentation

	(a)	Statement of compliance

		These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting” using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). The accounting policies followed in these condensed interim consolidated financial statements are the same as those applied in the Company’s most recent audited consolidated financial statements for the year ended December 31, 2016 except for the following: the Company has adopted the narrow scope amendments to IFRS 12 - Disclosure of Interests in Other Entities, IAS 7 - Statement of Cash Flows and IAS 12 - Income Taxes which are effective for annual periods beginning on or after January 1, 2017. The amendments did not have an impact on the Company's condensed interim consolidated financial statements.

		The condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2016, which were filed under the Company’s profile on SEDAR at www.sedar.com.

		These condensed interim consolidated financial statements were authorized for issue and approved by the Board of Directors of the Company on May 11, 2017.

	(b)	Basis of preparation and consolidation

		These condensed interim consolidated financial statements have been prepared on a historical cost basis except for marketable securities that have been measured at fair value. The presentation currency is the Canadian dollar; therefore all amounts are presented in Canadian dollars unless otherwise noted.

		These condensed interim consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control exists when the Company has power over an investee, exposure or rights, to variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of the Company’s returns.

5 of 16

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2017 and 2016

2.	Basis of presentation (continued)

(b)

Basis of preparation and consolidation (continued)

Subsidiary	Place of	Functional	Beneficial Interest
	incorporation	Currency
North Country Gold Corp. (“North Country”)	BC, Canada	CAD	100%
Homestake Resource Corporation (“Homestake”)	BC, Canada	CAD	100%
Corisur Peru, S.A.C. (“Corisur”)	Peru	USD	100%
Homestake Royalty Corporation (inactive)	BC, Canada	CAD	100%

		All intercompany balances and transactions have been eliminated.

	(c)	Critical accounting judgments and estimates

		The preparation of financial statements in conformity with IFRS requires management to select accounting policies and make estimates and judgments that may have a significant impact on the condensed interim consolidated financial statements. Estimates are continuously evaluated and are based on management’s experience and expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes may differ from these estimates. The Company’s critical accounting judgments and estimates were presented in note 2 of the audited annual consolidated financial statements for the year ended December 31, 2016 and have been consistently applied in the preparation of these condensed interim consolidated financial statements. No new judgements were applied for the periods ended March 31, 2017 and 2016.

3.	Cash and restricted cash

		March 31, 2017		December 31, 2016
Components of cash and restricted cash:
Cash	$	37,354,223	$	2,456,788
Restricted cash		115,050		115,050
	$	37,469,273	$	2,571,838

Restricted cash balance includes an amount of $86,300 (December 31, 2016 - $86,300) in connection with an irrevocable standby letter of credit in favor of Kitikmeot Inuit Association.

4.	Prepaid expenses and deposits

		March 31, 2017		December 31, 2016
Prepaid expenses related to mineral property interests	$	1,442,111	$	7,822
Other prepaid expenses and deposits		467,352		311,661
	$	1,909,463	$	319,483

6 of 16

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2017 and 2016

5.	Mineral property interests

	(a)	Nunavut exploration projects

		Committee Bay

		The Company, through its wholly owned subsidiary North Country, owns a 100% interest in the Committee Bay project located in Nunavut, Canada. The Committee Bay project includes more than 380,000 hectares situated along the Committee Bay Greenstone Belt located within the Western Churchill Province of Nunavut.

		The Committee Bay project is subject to a 1% Net Smelter Royalty (“NSR”) on gold production, 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 of commencement of commercial production for $2,000,000 for each one-third (0.5%) of the NSR.

		Gibsons MacQuoid

		During the three months ended March 31, 2017, the Company acquired prospecting permits along the Gibsons MacQuoid greenstone belt in Nunavut, Canada. The permits are located between the Meliadine deposit and Meadowbank mine and cover approximately 120 km of strike length of the prospective greenstone belt and total 329,000 hectares collectively.

	(b)	Homestake Ridge

		The Company, through its wholly owned subsidiary Homestake, owns a 100% interest in the Homestake Ridge project, located in the Kitsault Mineral district in north western British Columbia, subject to various royalty interests held by third parties. The project is being explored as a potential high-grade underground mining operation.

	(c)	Peruvian exploration projects Baños del Indio

		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 the Company’s Huilacollo project.

		Under the Baños Option, the Company may acquire a 100% interest, subject to a 3.0% NSR (50% being buyable for US$6,000,000), through a combination of work expenditures and cash payments as detailed in the table below.

Due Dates	Property Payments	Work Expenditures
Effective Date (September 22, 2016)	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

7 of 16

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2017 and 2016

5.	Mineral property interests (continued)

	(c)	Peruvian exploration projects (continued)

		Sombrero

		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$2,100,000 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, at the Company’s election, 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 one 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$5,000,000.

		Huilacollo

		On June 2, 2016, the Company acquired the rights to the Huilacollo epithermal property in the Tacna province of southern Peru, which is comprised of 2,000 hectares of intense hydrothermal alteration. The rights were acquired 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 a buyable 1.5% NSR, through a combination of work expenditures and cash payments as outlined in the table below.

Due Dates	Property Payments	Work Expenditures
Effective Date (May 11, 2016)	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

The Company holds its interests in the Banos el Indio and Huilacollo through Corisur Peru SAC. These projects are located within a special economic zone situated within 50km of the Peruvian boarder. As a non-resident company, the Company’s right to ultimately exploit these licenses or register its interests require approval from the Peruvian government in the form of a Supreme Decree. The Company is in the process of submitting its applications with respect the approval and anticipates receiving the approval prior to excising it rights under the option agreements.

8 of 16

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2017 and 2016

5.	Mineral property interests (continued)

	(d)	Costs capitalized as mineral property interests:

		Nunavut		Homestake		Peru			Total
				Ridge
Balance as at December 31, 2015	$	24,354,267		-	$	749,092		$	25,103,359
Acquisition costs
Additions:
Acquisition of Homestake		-		16,060,125		-			16,060,125
Other acquisition costs		39,106		60,000		1,145,479			1,244,585
Exploration and evaluation costs
Additions:
Drilling and sampling		2,660,672		-		43,405			2,704,077
Environmental & community		252,928		-		76,863			329,791
Geophysics and targeting		667,529		-		13,907			681,436
Logistics		4,525,601		17,732		83,423			4,626,756
Project support costs		2,762,856		16,546		307,674			3,087,076
Wages and consultants		2,795,806		21,773		535,831			3,353,410
Change in site reclamation asset		621,272		-		-			621,272
Share-based compensation (note 8(a))		785,823		25,151		160,411			971,385
Currency translation adjustment		-		-		32,006			32,006
Balance as at December 31, 2016	$	39,465,860	$	16,201,327	$	3,148,091		$	58,815,278
Acquisition costs
Additions:
Acquisition costs		160,135		-		98,116			258,251
Exploration and evaluation costs
Additions:
Drilling and sampling		104,068		1,413		10,577			116,058
Environmental & community		36,475		-		136,673			173,148
Geophysics and targeting		-		-		27,946			27,946
Logistics		1,239,889		34,683		46,510			1,321,082
Project support costs		244,161		29,296		106,130			379,587
Wages and consultants		361,745		216,352		178,799			756,896
Share-based compensation (note 8(a))		199,977		73,180		138,878			412,035
Currency translation adjustment		-		-		(13,143	)		(13,143	)
Balance as at March 31, 2017	$	41,812,310	$	16,556,251	$	3,878,577		$	62,247,138

9 of 16

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2017 and 2016

6.	Flow-through share premium liability

	On January 24, 2017, the Company completed a brokered equity offering for gross proceeds of approximately $41,172,311 through the issuance of 4,590,818 flow-through shares at a price of $5.01 per flow-through share and 4,951,584 common shares at a price of $3.67 per common share (note 7(b)). The flow-through shares were issued at a premium of $1.34 per flow-through share, calculated as the difference between the price of a flow-through share and the price of a common share, as tax deductions generated by the eligible expenditures will be passed through to the shareholders of the flow-through shares once the eligible expenditures are incurred and renounced. The total flow- through share premium liability related to the 4,590,818 flow-through shares issued is $6,151,696 and represents the Company’s obligation to spend the $22,999,998 on eligible expenditures which the Company expects to complete during the year ending December 31, 2017. As of March 31, 2017, $2,265,481 of eligible expenditures have been incurred and the liability has been amortized accordingly as shown below:

Balance, December 31, 2016	$	-
Flow-through share premium liability at issuance		6,151,696
Amortization of flow-through share premium		(605,937	)
Balance, March 31, 2017	$	5,545,759

7.	Share capital

	(a)	Authorized

		Unlimited common shares without par value.

	(b)	Share issuances

		Three months ended March 31, 2017:

		i.	On January 24, 2017, the Company closed a brokered equity offering for gross proceeds of $41,172,311 (the “Offering”). Under the terms of the Offering, the Company issued an aggregate of 4,590,818 flow-through shares at a price of $5.01 per flow-through share and 4,951,584 common shares at a price of $3.67 per common share. Share issue costs related to the Offering totaled $2,259,952, which included $2,021,574 in commissions, and $238,376 in other issuance costs. The gross proceeds from the Offering were also offset by $6,151,696, an amount related to the flow-through share premium liability, which was partially amortized at March 31, 2017 as all flow through funds are being spent on Canadian exploration and evaluation expenditures (note 4). A reconciliation of the impact of the Offering on share capital is as follows:

	Number of		Impact on
	common shares		share capital
Common shares issued at $3.67 per share	4,951,584	$	18,172,313
Flow-through shares issued at $5.01 per share	4,590,818		22,999,998
Cash share issue costs	-		(2,259,950	)
Proceeds net of share issue costs	9,542,402		38,912,361
Flow-through share premium liability	-		(6,151,696	)
	9,542,402	$	32,760,665

10 of 16

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2017 and 2016

7.	Share capital (continued)

	(b)	Share issuances (continued)

		Three months ended March 31, 2017 (continued):

		ii.	During the three months ended March 31, 2017, 76,250 shares were issued as a result of stock options being exercised with a weighted average exercise price of $2.08 for gross proceeds of $158,975. Attributed to these stock options, fair value of $96,850 was transferred from the equity reserves and recorded against share capital.

		iii.	During the three months ended March 31, 2017, 195,880 shares were issued as a result of share purchase warrants being exercised with a weighted average exercise price of $1.44 for gross proceeds of $281,248. Attributed to these share purchase warrants, fair value of $222,142 was transferred from the equity reserves and recorded against share capital.

		Three months ended March 31, 2016:

		i.	During the three months ended March 31, 2016, an amount of 276,250 shares were issued as a result of stock options being exercised with a weighted average exercise price of $0.59 for gross proceeds of $165,425. Attributed to these stock options, fair value of $157,877 was transferred from the equity reserves and recorded against share capital.

8.	Share option and warrant reserve

	(a)	Share-based payments

		The Company maintains a Rolling Stock Option Plan providing for the issuance of stock options up to 10% of the Company’s issued and outstanding common shares at the time of the grant. The Company 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 12½% every three months thereafter for a total vesting period of 18 months.

		The continuity of the number of stock options issued and outstanding is as follows:

	Number of stock			Weighted average
	options			exercise price
Outstanding, December 31, 2015	2,940,000		$	0.89
Granted	2,452,786			2.61
Exercised	(577,878	)		0.90
Expired / forfeited	(61,908	)		1.50
Outstanding, December 31, 2016	4,753,000		$	1.77
Granted	440,000			3.22
Exercised	(76,250	)		2.08
Outstanding, March 31, 2017	5,116,750		$	1.89

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Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2017 and 2016

8.	Share option and warrant reserve (continued)

	(a)	Share-based payments (continued)

		As at March 31, 2017, the number of stock options outstanding and exercisable was:

	Outstanding				Exercisable
Expiry date	Number of		Exercise	Remaining	Number of		Exercise	Remaining
	options		price	contractual	options		price	contractual
				life (years)				life (years)
Feb 17, 2019	1,170,000	$	0.51	1.88	1,170,000	$	0.51	1.88
Aug 17, 2020	1,196,750		1.30	3.38	1,196,750		1.30	3.38
Jun 21, 2021	2,310,000		2.63	4.22	1,426,875		2.63	4.22
Jan 10, 2022	440,000		3.22	4.78	110,000		3.22	4.78
	5,116,750	$	1.88	3.54	3,903,625	$	1.60	3.28

The Company uses the fair value method of accounting for all share-based payments to directors, officers, employees and others providing similar services. During the three months ended March 31, 2017, an amount of $472,240 (three months ended March 31, 2016 – $141,329) was expensed as stock based compensation, of which $12,940 (three months ended March 31, 2016 - $nil) was included in project investigation cost in the consolidated statements of comprehensive loss. The Company also capitalized stock based compensation within mineral interests in the amount of $412,035 for the three months ended March 31, 2017 (three months ended March 31, 2016 - $34,303).

During the three months ended March 31, 2017, the Company granted 440,000 share-based options to directors, officers, employees and others providing similar services. The weighted average fair value per option of these share-based options was calculated as $2.05 using the Black-Scholes option valuation model at the grant date.

During the three months ended March 31, 2016, the Company did not grant share-based options.

The fair value of the share-based options granted during the three months ended March 31, 2017 were estimated using the Black-Scholes option valuation model with the following assumptions:

		January 10, 2017
		Share-based Option Grant
Risk-free interest rate		0.96%
Expected dividend yield		nil
Stock price volatility		78%
Expected life in years		4.34

The expected volatility assumption is based on the historical and implied volatility of the Company’s common shares. The risk-free interest rate assumption is based on the Government of Canada benchmark bond yields and treasury bills with a remaining term that approximates the expected life of the share-based options.

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Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2017 and 2016

8.	Share option and warrant reserve (continued)

	(b)	Share purchase warrants

		As at March 31, 2017, the share purchase warrants outstanding are as follows:

Expiry date	Number of warrants		Exercise price
August 5, 2017	122,349	$	0.85
August 14, 2017	67,645		0.85
September 16, 2017	1,602,500		1.70
May 4, 2018	30,503		1.40
	1,822,997	$	1.61

9.	Related party balances and transactions

	All transactions with related parties have occurred in the normal course of operations. All amounts are unsecured, non- interest bearing and have no specific terms of settlement, unless otherwise noted.

	(a)	Related parties

		Three months ended		Three months ended
		March 31, 2017		March 31, 2016
Universal Mineral Services Ltd. ¹
Included in the statement of operations:
Consulting fees, directors' fees, wages and benefits	$	116,729	$	76,867
Legal and professional fees		-		702
Office, rent and administration		111,897		101,004
Regulatory, transfer agent and shareholder information		1,923		-
Travel, marketing and investor relations		-		8,494
Project investigation costs		5,351		-
Capitalized to mineral property interests:
Committee Bay		100,927		-
Homestake		84,819		-
Peru		23,172		-
Total transaction for the periods	$	444,818	$	187,067

	1.	Universal Mineral Services Ltd., (“UMS”) is a private company with directors and officers in common that, pursuant to an agreement dated March 30, 2012 and as amended on December 30, 2015, provides office space and geological and administrative services to the Company on a cost recovery basis.

		The outstanding balance owing at March 31, 2017 to UMS was $155,828 (December 31, 2016 – $132,988). In addition, the Company had $150,00 in deposits to UMS as at March 31, 2017 (December 31, 2016 - $31,000).

13 of 16

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2017 and 2016

9.	Related party balances and transactions (continued)

	(b)	Compensation of key management personnel

		During the period, compensation to key management personnel was as follows:

		Three months ended		Three months ended
		March 31, 2017		March 31, 2016
Short-term benefits	$	259,131	$	216,137
Share-based payments		363,206		111,828
	$	622,337	$	327,695

10.

Supplemental cash flow information

		Three months ended			Three months ended
		March 31, 2017			March 31, 2016
Accounts payable and accrued liabilities included in mineral property interests, change	$	854,669		$	(77,818	)
Deferred acquisition costs capitalized in mineral properties (note 5)		160,135			-
Depreciation capitalized in mineral property interests		57,309			46,450
Prepaid expenditures related to mineral property interest, change (note 5)		(1,419,289	)		-
Share-based compensation included in mineral property interests		412,035			34,303

11.	Segmented information

	The Company operates in one reportable operating segment, being the acquisition, exploration and development of mineral resource properties.

	Geographic segmentation of non-current assets is as follows:

March 31, 2017		Canada		Peru		Total

Restricted cash	$	115,050	$	-	$	115,050
Equipment, net		1,700,870		77,399		1,778,269
Mineral property interests		58,368,561		3,878,577		62,247,138
	$	60,184,481	$	3,955,976	$	64,140,457

December 31, 2016		Canada		Peru		Total

Restricted cash	$	115,050	$	-	$	115,050
Equipment, net		1,758,179		28,190		1,786,369
Mineral property interests		55,667,187		3,148,091		58,815,278
	$	57,540,416	$	3,176,281	$	60,716,697

14 of 16

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2017 and 2016

12.	Loss per share

	Basic loss per share amounts are calculated by dividing the net loss for the period by the weighted average number of ordinary shares outstanding during the period.

		Three months ended		Three months ended
		March 31, 2017		March 31, 2016
Loss attributable to ordinary shareholders	$	813,047	$	1,116,351
Weighted average number of common shares		74,081,277		49,021,729
Basic and diluted loss per share	$	0.01	$	0.02

	All of the outstanding share-purchase options and share purchase warrants at March 31, 2017 and at March 31, 2016 were anti-dilutive as the Company was in a loss position for the three months ended March 31, 2017 and 2016.

13.	Financial instruments

	The Company’s financial instruments consist of cash, marketable securities, amounts receivable, deposits, and accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values, unless otherwise noted.

	The following summarizes fair value hierarchy under which the Company’s financial instruments are valued:

	Level 1 – fair values based on unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – fair values based on inputs that are observable for the asset or liability, either directly or indirectly; and Level 3 – fair values based on inputs for the asset or liability that are not based on observable market data.

	As at March 31, 2017 and December 31, 2016 the only financial instruments measured at fair value were the Company’s marketable securities, which were classified under level 1 of the fair value hierarchy.

	No transfers occurred between the levels during the three months ended March 31, 2017 and year ended December 31, 2016.

	The Company’s financial instruments are exposed to credit risk, liquidity risk, and market risks, which include currency risk and interest rate risk.

	(a)	Credit risk

		Credit risk is the risk that a third party fails to discharge its obligations under the terms of the financial contract and causes a financial loss for the Company. The Company’s credit risk is attributable to its cash, amounts receivable, and deposits. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash and cash equivalent balances in highly rated Canadian financial institutions. The Company considers the risk of loss associated with cash and cash equivalents to be low.

		The Company also has credit risk exposure in relation to its receivables from goods and service tax (“GST”) from the Canadian government. Management is confident that their carrying values are recoverable in full and this risk is minimal.

15 of 16

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2017 and 2016

13.	Financial instruments (continued)

	(b)	Liquidity risk

		Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure.

		Accounts payable and accrued liabilities are due within twelve months of the statement of financial position date.

	(c)	Other price risk

		Other price risk is the risk arising from the effect of changes in market conditions on the Company’s marketable investments.

		A 1% increase or decrease in the share prices of marketable securities would result in a $5,847 increase or decrease in the Company’s net loss for the three months ended March 31, 2017.

	(d)	Market risk

		This is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Significant market risks to which the Company is exposed are as follows:

		(i)	Foreign currency risk

			The Company is exposed to currency risk by having balances and transactions in currencies that are different from its functional currency (the Canadian dollar). As at March 31, 2017 and December 31, 2016 the net exposure to foreign currency risk is as follows:

		March 31, 2017			December 31, 2016
Financial assets denominated in foreign currencies	$	2,880,572		$	35,874
Financial liabilities denominated in foreign currencies		(27,192	)		(13,042	)
Net exposure	$	2,853,380		$	22,832

		A 1% increase or decrease in the foreign currency exchange rate would result in a $28,853 increase of decrease in the company’s net loss for the three months ended March 31, 2017.

	(ii)	Interest rate risk

		Interest rate risk is the risk arising from the effect of changes in prevailing interest rates on the Company’s financial instruments. The Company’s exposure to interest rate risks is limited to potential increases or decreases on the interest rate offered on cash and cash equivalents held at chartered Canadian financial institutions, which would result in higher or lower relative interest income. A 1% change in the annualized interest rate would not result in a material change in the Company’s interest income for the three months ended March 31, 2017.

16 of 16

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF AURYN RESOURCES INC.

FOR THE THREE MONTHS ENDED MARCH 31, 2017

Dated: May 11, 2017

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

HIGHLIGHTS FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND THE PERIOD UP TO MAY 11, 2017

Corporate highlights

In February 2017, the Company acquired 19 prospecting permits along the Gibsons MacQuoid greenstone belt in Nunavut, Canada. These permits are located between the Meliadine deposit and Meadowbank mine and encompass approximately 120 km of strike length of the prospective greenstone belt and total 329,000 hectares collectively.
On January 24, 2017, the Company completed a brokered equity offering of 9,542,402 common shares for total gross proceeds of approximately $41.2 million involving Goldcorp Inc. as the primary investor.

Operational highlights

The spring mobilization program at Committee Bay gold project has been successfully completed. Fuel and supplies have been shipped to Hayes camp via commercial aircraft in preparation for the 25,000-meter drill program commencing in early June 2017.
In February 2017, the Company released results from its initial geochemical program at the Sombrero skarn- porphry gold-copper oxide project located in southern Peru. Trenching results include 53 meters of 1.75g/t Au (including 14 meters of 5.23g/t Au) of oxide mineralization at the margin of a newly discovered 2.3 kilometer by 500 meter gold-in-soil anomaly. In addition, the mineralized footprint of the Sombrero project was significantly expanded with selective grab samples returning up to 7.54g/t gold and 16.0 % copper in areas that have not been sampled historically.
In January 2017, the Company announced the discovery of two new gold-in-soil anomalies at its Huilacollo project in southern Peru. These anomalies were defined in the southern half of the project area and are 1300 meters by 250 meters and 550 meters by 150 meters, respectively. This discovery is in addition to the existing known mineralization located in the northwest portion of the project where previously drilling has defined an area of continuous gold oxide mineralization.

< Refer to the page 3 for cautionary wording concerning forward-looking information>

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.1

Date and forward-looking statements

This Management Discussion and Analysis (“MD&A”) of Auryn Resources Inc. (the “Company” or “Auryn”) has been prepared by management to assist the reader to assess material changes in the condensed interim consolidated financial condition and results of operations of the Company as at March 31, 2017 and for the three months then ended. This MD&A should be read in conjunction with the condensed interim consolidated financial statements of the Company and related notes thereto as at and for the three months ended March 31, 2017 and 2016. The condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting” using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). The accounting policies followed in these condensed interim consolidated financial statements are the same as those applied in the Company’s most recent audited annual consolidated financial statements for the year ended December 31, 2016. All financial information has been prepared in accordance with International Financial Reporting Standards (“IFRS” or “GAAP”) and all dollar amounts presented are Canadian dollars unless otherwise stated.

The effective date of this MD&A is May 11, 2017.

This MD&A may contain “forward-looking statements” which reflect the Company’s current expectations regarding the future results of operations, performance and achievements of the Company, including but not limited to statements with respect to the Company’s plans or future financial or operating performance, the estimation of mineral reserves and resources, conclusions of economic assessments of projects, the timing and amount of estimated future production, costs of future production, future capital expenditures, costs and timing of the development of deposits, success of exploration activities, permitting time lines, requirements for additional capital, sources and timing of additional financing, realization of unused tax benefits and future outcome of legal and tax matters.

The Company has tried, wherever possible, to identify these forward-looking statements by, among other things, using words such as “anticipate”, “believe”, “estimate”, “expect”, “budget”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

The statements reflect the current beliefs of the management of the Company, and are based on currently available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors, which could cause the actual results, performance, or achievements of the Company to differ materially from those expressed in, or implied by, these statements. These uncertainties are factors that include but are not limited to risks related to international operations; risks related to general economic conditions; actual results of current exploration activities and unanticipated reclamation expenses; fluctuations in prices of gold and other commodities; fluctuations in foreign currency exchange rates; increases in market prices of mining consumables; possible variations in mineral resources, grade or recovery rates; accidents, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; changes in national and local government regulation of mining operations, tax rules and regulations, and political and economic developments in countries in which the Company operates; as well as other factors. Additional information relating to the Company and its operations is available on SEDAR at www.sedar.com and on the Company’s web site at www.aurynresources.com.

The Company’s management reviews periodically information reflected in forward-looking statements. The Company has and continues to disclose in its MD&A and other publicly filed documents, changes to material factors or assumptions underlying the forward-looking statements and to the validity of the statements themselves, in the period the changes occur. Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.2	Overall performance

1.2.1	Description of business

Auryn Resources Inc. (“Auryn” or the “Company”) is an exploration company focused on the acquisition, exploration and development of mineral resource properties. Auryn’s principal mineral property is the Committee Bay gold project located in Nunavut Canada. The Company also holds a 100% interest in the Homestake Ridge Project located within the Iskut-Stewart-Kitsault belt, in north-western British Columbia and a substantial project portfolio in Peru.

The Company was incorporated under the British Columbia Business Corporations Act on June 9, 2008 under the name Georgetown Capital Corp. Subsequently on October 15, 2013, the Company changed its name to Auryn Resources Inc. and is a reporting issuer in the provinces of British Columbia, Ontario and Alberta. Effective November 1, 2016, the Company commenced trading on the Toronto Stock Exchange under the symbol AUG.

The Company’s principal business activities include the acquisition, exploration and development of resource properties. The head office and principal address of the Company are located at 1199 West Hastings Street, Suite 600, Vancouver, British Columbia, V6E 3T5.

1.2.2

Committee Bay and Gibson MacQuiod Projects

The Committee Bay Project is comprised of more than 380,000 hectares situated along the Committee Bay Greenstone Belt approximately 180 km NE of the Meadowbank mine operated by Agnico Eagle Mines Limited and extends more than 300 km northeast.

Figure 1 – regional map showing the locations of the Committee Bay and Gibson MacQuiod projects, adjacent mineral operations and local communities.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.2.2

Committee Bay and Gibson MacQuiod Projects (continued)

The Committee Bay belt 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 belt 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, Meliadine and the newly discovered Amuraq.

Ownership

The Committee Bay project is held 100% by Auryn subject to a 1% Net Smelter Royalty (“NSR”) on the entire project and an additional 1.5% NSR on a small portion of the project. The 1.5% NSR is payable on only 7,596 hectares and is buyable within two years of the commencement of commercial production for $2,000,000 for each one-third (0.5%) of the NSR.

Mineral Resources

High-grade gold occurrences are found throughout the 300 km strike length with the most advanced being the Three Bluffs deposit that contains the mineral resource as listed in the table below: *(refer to NI43-101 report dated August 20, 2015 filed under Auryn’s profile at www.sedar.com ).

• See section 1.2.4 for cautionary language concerning mineral resources

The Three Bluffs deposit remains open along strike and at depth. Future programs will aim to significantly expand upon the current resource.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.2.2

Committee Bay and Gibson MacQuiod Projects (continued)

Acquisition

The Committee Bay project was acquired through the Company’s acquisition of North Country effective September 25, 2015 for a total purchase price of approximately $18.4 million.

Pursuant to a plan of arrangement, each outstanding share of North Country was exchanged for 0.1 of a common share of Auryn and resulted in the issuance of 13,838,894 common shares, with a fair value of $1.22 per common share, and 840,000 replacement stock options, with a weighted average fair value of $0.16 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.

2017 Resupply and Staging Operations

In preparation its 2017 drill campaign at Committee Bay, the Company purchased and shipped approximately $1.6 million of supplies, including 4,000 drums of fuel, via summer barges to Baker Lake. This approach significantly lowered the overall cost of fuel delivered to the project site and has provided the flexibility to expand operations as required. During the three months ended March 31, 2017, the Company commenced mobilizing this fuel and supplies to its project via commercial aircraft. By the end of the first quarter, approximately 50% of this mobilization effort was complete at a cost of $2,346,450.

As at the date of this MD&A, this mobilization effort finished. A total of 69 Boeing 767-200 and 25 Convair 580 flights were brought into the Hayes Camp ice strip with all fuel now stored on site in anticipation of the summer 2017 25,000 meter drill program.

Gibson MacQuiod

In early 2017, the Company acquired several prospecting permits along the Gibsons MacQuoid greenstone belt in Nunavut, Canada. These permits are located between the Meliadine deposit and Meadowbank mine. The 19 prospecting permits encompass approximately 120 km of strike length of the prospective greenstone belt and total 329,000 hectares collectively. The acquisition of the prospecting permits cost approximately CAD$100,000 and provides Auryn exploration rights over the area for a total of three years with the exclusive right to stake minerals claims within the area.

The Gibsons MacQuoid Greenstone belt is one of a number of Archean aged greenstone belts located in the Western Churchill province of north-eastern Canada. These gold bearing Archean greenstone belts host deposits such as the Meadowbank, Amaruq, and Meliadine deposits. In particular, the highly magnetic signature of the GMB is consistent with the other productive greenstone belts in the eastern Arctic that host large scale gold deposits.

The Gibsons MacQuoid greenstone belt has received no systematic gold exploration with previous work limited to short reconnaissance programs conducted by Comaplex Minerals during 1989 and 1993 that collected isolated rock samples. Within Auryn’s prospecting permits two documented gold showings that resulted from these reconnaissance programs have returned up to 12.9g/t Au in quartz veins in the northern showing and up to 2.2g/t in banded iron formation in the SW showing.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.2.3

Homestake Ridge Project

The Homestake Ridge project is located in the Kitsault Mineral district in north-western British Columbia and covers approximately 7,500 hectares.

Figure 2 – regional map showing the location of the Homestake Ridge project and adjacent mineral operations.

Acquisition

On September 7, 2016 the Company completed the acquisition of 100% of the issued and outstanding shares of Homestake for total consideration of approximately $15.4 million pursuant to a plan of arrangement (the “Arrangement”). Under the terms of the Arrangement, Homestake shareholders received one Auryn share for each seventeen (17) Homestake common shares held.

The Homestake Ridge project is held 100% by Auryn and is subject to various royalty interests held by unrelated third parties.

Mineral Resources

The project hosts numerous precious metal epithermal occurrences and a significant resource as listed in the table below (refer to 43-101 report dated June 7, 2013 as filed under Homestake Resource’s Sedar profile at www.sedar.com). To date, 268 holes, totalling 77,845 metres, have been completed on the property and multiple exploration targets remain to be tested.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.2.3

Homestake Ridge Project (continued)

Table 1: Combined Main Homestake, Homestake Silver and South Reef Resources at incremental $NSR/T cut-offs

1.2.4

Peruvian Exploration Projects

Sombrero Gold-Copper Project

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 north-western 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.

2017 Exploration Results

In January 2017, the Company released the results from its two week reconnaissance sampling program 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.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.2.4

Peruvian Exploration Projects (continued)

In addition, results from the northern most trench sampled during the program returned three distinct zones of oxide gold mineralization 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 These intervals are estimated to be 35 – 50% of true width based on limited observations of northerly trending structures within the trench.

Baños del Indio

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.

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.

Huilacollo Option

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.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.2.4

Peruvian Exploration Projects (continued)

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.

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

Curibaya

On June 2, 2016, the Company announced its acquisition of a 100% ownership interest in the Curibaya property, which is also in the Tacna province of southern Peru. The Curibaya property, which consists of 31,600 hectares, was acquired through direct staking and the national auction process.

1.2.5

Overall program analysis and economics

During the three months ended March 31, 2017, the Company spent $3,445,003 in exploration and acquisition expenditures on its mineral interests as detailed in the table below:

		Committee bay &		Homestake		Peru		Total
		Gibson MacQuoid		Ridge
Acquisition costs
Additions:
Acquisition costs		160,135		-		98,116		258,251
Exploration and evaluation costs
Additions:
Drilling and sampling		104,068		1,413		10,577		116,058
Environmental & community		36,475		-		136,673		173,148
Geophysics and targeting		-		-		27,946		27,946
Logistics		1,239,889		34,683		46,510		1,321,082
Project support costs		244,161		29,296		106,130		379,587
Wages and consultants		361,745		216,352		178,799		756,896
Change in site reclamation asset		-		-		-		-
Share-based compensation		199,977		73,180		138,878		412,035
Total expenditures	$	2,346,450	$	354,924	$	743,629	$	3,445,003

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.2.6

Qualified Persons and Technical Disclosures

Michael Henrichsen, P. Geo., Chief Operating Officer of Auryn, is the Qualified Person with respect to the technical disclosures in this MD&A.

Trenches 2017 (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.

Cautionary Note About Mineral Resources:

Mineral Resources that are not mineral reserves have not demonstrated economic viability. Mineral resource estimates do not account for mineability, selectivity, mining loss and dilution. These mineral resource estimates include inferred mineral resources that are normally considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. There is also no certainty that these inferred mineral resources will be converted to measured and indicated categories through further drilling, or into mineral reserves, once economic considerations are applied.

Three Bluffs resource estimations were completed by Roscoe Postle Associates Inc. (“RPA”) (see the Technical Report n the Three Bluffs Project, Nunavut Territory, Canada filed on the SEDAR on August 21, 2015). There are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources.

The Homestake Ridge resource estimate was prepared by RPA. (see 43-101 report dated June 7, 2013 as filed under Homestake Resource’s Sedar profile at www.sedar.com).

Peruvian Interests:

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.3

Selected annual information

		Twelve Months		Six Months		Twelve months

		December 31, 2016		December 31, 2015		June 30, 2015

Comprehensive loss for the period	$	4,225,764	$	2,382,107	$	1,400,603
Net loss for the period	$	4,255,233	$	1,860,107	$	1,922,603
Basic and diluted loss per share	$	0.07	$	0.05	$	0.08
Total assets	$	64,512,409	$	31,031,214	$	8,797,284
Total long-term liabilities	$	1,746,572	$	1,100,093	$	-
Cash dividends per share		-		-		-

The Company generated no revenues from operations during the above periods.

1.4

Discussion of Operations

Three months ended March 31, 2017 and March 31, 2016

During the three months ended March 31, 2017, the Company reported a net loss of $813,047 and loss per share of $0.01 compared to a net loss of $1,116,351 and loss per share of $0.02, respectively, for the three months period ended March 31, 2016. The $303,304 decrease in net loss is driven by a $637,392 decrease in other expenses, which partially offset the $334,088 increase in the administration expenses.

Significant variances within administration expense and other expenses are discussed as follows:

Administration expenses

	(1)	Consulting fee, directors’ fee, wages and benefits decreased by $38,203 during the three month ended March 31, 2017 due to a one-time severance payments during the three months ended March 31 2016 to North Country employees, which decrease was partially offset by an increase of executive level and support personnel at the Company’s office in Vancouver.

	(2)	Legal and professional fees and regulatory and filing fees increased by $65,847 commensurate with the increased activities of the company during three-moth period ended March 31, 2017.

	(3)	Share-based compensation expense increased by $317,971 during the three months ended March 31, 2017 in comparison to the same period in the previous year. On January 10, 2017, the Company granted 440,000 incentive share-purchase options to directors, officers, employees and others. Share-based compensation of $459,300 was recorded within administration costs in relation to this grant and the amortization of the options granted in previous periods. In the comparative period, the Company did not grant share-purchase options and the share-based compensation expense of $141,329 for the period included only amortization of options granted in pervious periods.

Other expenses and income:

(4)

Interest income increase by $55,515 during the three months ended March 31, 2017 driven by increase cash balances during the period compared to the same period of the previous year – cash balance was $37,354,223 at March 31, 2017 vs. $1,776,756 at March 31, 2016.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.4

Discussion of Operations (continued)

	(5)	During the three months ended March 31, 2017, the Company recorded a loss of $39,870 in relation to the mark to market revaluation of the held for trading marketable securities at the period end. In comparison, the Company did not have any held for trading marketable securities during the three months ended March 31, 2016.

	(6)	During the three months ended March 31, 2017, the Company recorded other income of $605,937 related to the amortization of the flow-through share premium recognized in connection with the Company’s January 2017 brokered equity offering (see section 1.6/1.7). No flow-through share premium was amortized during the three months ended March 31, 2016.

Future Operations and 2017 Expenditure Forecast

The Company’s guidance for 2017 is to expend approximately $35 to $ 45 million across its portfolio of exploration projects. As at the date of this MD&A, the Company remains on track to meet its stated objectives.

At Committee Bay, a 25,000-meter regional RAB drill program has been design to test multiple targets across the belt. This work in combination with further geophysical and geochemical surveys is expected to cost approximately $18 million. The first material expenditures under the program are expected to be incurred towards the end of Q1 when the Company will be opening its Hayes Camp and mobilizing approximately 4,000 barrels of fuel and other supplies.
On the Company’s recently acquired Gibson MacQuiod belt, an initial geochemical till survey has been planned to systematically screen the entire land package. The estimated cost for this work including logistical support is expected to be $1.7 million
At the Homestake Ridge project, the Company has planned a 15,000 meter drill program targeting extensions of the existing mineralization at Homestake Main, Homestake Silver and South Reef and discovery based drilling at the Slide Zone and across the Eskay and Homestake trends. The estimated cost for this work including logistical support and geochemical and geophysical vectoring is expected to be $7.8 million.
Within Peru, an initial targeting program of $2.8 million has been approved by the Company’s board of directors with a goal of advancing Sombrero, Huilacollo and Baños del Indio to a drill ready state by the end of Q3. At that stage the Company will embark upon an aggressive drill strategy, the details of which are still being finalized.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.5

Summary of quarterly results

Three months ended	Interest income	Net income		Comprehensive		Earnings (loss)
		(loss)		income (loss)		per share
	$	$		$		$
March 31, 2017	63,525	(813,047	)	(820,945	)	(0.01	)
December 31, 2016	12,329	(2,262,717	)	(2,230,287	)	(0.03	)
September 30, 2016	24,359	144,462		140,361		0.00
June 30, 2016	22,060	(1,020,627	)	(1,019,487	)	(0.02	)
March 31, 2016	8,010	(1,116,351	)	(1,116,351	)	(0.02	)
December 31, 2015	8,814	(1,186,038	)	(1,186,038	)	(0.02	)
September 30, 2015	14,355	(674,069	)	(1,196,069	)	(0.01	)
June 30, 2015	38,106	(567,492	)	(45,492	)	(0.02	)

During the last eight quarters, the Company’s net income (loss) has ranged between net income of $144,462 and a net loss of $2,262,717. The Company’s losses and expenditures have generally increased during this period as the Company has progressed from project investigation and acquisition to exploration and development. The reason for the decrease in loss in the three-month periods ended March 31, 2017, September 30, 2016 and June 30, 2016 is in relation to the amortization of the flow through shares premium of $605,937, $1,651,843 and $667,180 respectively that offsets the net loss. In addition, comprehensive loss for the period ended June 30, 2015 comparatively decreased due to the recognition of an unrealized gain resulting from the revaluation of the North Country investment. This accumulated gain was then recognized during the three months ended September 30, 2015.

1.6/1.7

Liquidity and capital resources

As at March 31, 2017, the Company had cash of $37,354,223 (December 31, 2016 - $2,456,788) and working capital of $38,373,618 (December 31, 2016 - $2,977,539). Current liabilities that are to be settled in cash as at March 31, 2017 include accounts payable and accrued liabilities of $1,709,426, which have primarily been incurred in connection with the spring staging program at the Company’s Committee Bay project and for general corporate purposes.

During the three months ended March 31, 2017, the Company expended net cash of $1,107,639 in operating activities compared to $47,488 during the comparative period in the prior year.

The Company expended $3,348,875 in investing activities during the three-month period ended March 31, 2017 predominantly on program costs from its Committee Bay and Peruvian projects compared to $1,045,141 in the same period of the previous year.

During the three months ended March 31, 2017, the Company raised net proceeds of $39,352,584 in financing activities through the issuance of common shares compared to $167,625 in the comparative period, of which $165,425 through the share-based options exercises.

The Company’s current working capital is sufficient for the Company to meet its immediate liquidity requirements as well as the planned exploration programs on its mineral interest properties for the next twelve months.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.6/1.7

Liquidity and capital resources (continued)

Common shares issued

January 2017 Offering

On January 24, 2017, the Company closed a brokered equity offering for gross proceeds of $41,172,311 (the “January Offering”). Under the terms of the January Offering, the Company issued an aggregate of 4,590,818 flow-through shares at a price of $5.01 per flow-through share and 4,951,584 common shares at a price of $3.67 per common share. Share issue costs related to the January Offering totalled $2,259,952, which included $2,021,574 in commissions, and $238,376 in other issuance costs. The gross proceeds from the Offering were also offset by $6,151,696, an amount related to the flow-through share premium liability, which was partially amortized at March 31, 2017 as all flow through funds are being spent on Canadian exploration and evaluation expenditures. A reconciliation of the impact of the January Offering on share capital is as follows:

	Number of		Impact on
	common shares		share capital
Common shares issued at $3.67 per share	4,951,584	$	18,172,313
Flow-through shares issued at $5.01 per share	4,590,818		22,999,998
Cash share issue costs	-		(2,259,950	)
Proceeds net of share issue costs	9,542,402		38,912,361
Flow-through share premium liability	-		(6,151,696	)
	9,542,402	$	32,760,665

A summary of the intended use of the net cash proceeds of $38,912,361 is presented as follows:

Use of Proceeds: Proposed 12 Month Budget	Intended Use of Proceeds of the January Offering	Actual Use of Proceeds of the Offering to March 31, 2017	(Over)/under expenditure
2017 Committee Bay Project Exploration Program (Flow Through eligible): • 25,000 metres of drilling • geophysical and till survey programs • Logistics and staging for 2017 programs	$15,500,003	$1,983,738	$13,516,265
2017 Homestake Exploration Program (Flow Through eligible) • 15,000 metres of drilling • geophysical and geochemical survey programs	$7,499,995	$281,743	$7,218,252
Peruvian exploration and general working capital (Non-Flow Through eligible)	$15,912,363	-	$15,912,363
Total	$38,912,361	$2,265,481	$36,646,880
Explanation of variances and the impact of variances on the ability of the Company to achieve its business objectives and milestones.		The Company has commenced its programs at Committee Bay and Homestake but the majority of the planned expenditures is schedule for Q3, 2017.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.6/1.7

Liquidity and capital resources (continued)

May 2016 Prospectus Offering

On May 4, 2016, the Company closed a bought deal financing for gross proceeds of $14,944,803 (the “May Offering”). Under the terms of the May Offering, the Company issued an aggregate of 4,732,700 Flow-Through Shares at a price of $1.89 per Flow-Through Share and 4,285,714 Common Shares at a price of $1.40 per Common Share.

A summary of the intended use of the net cash proceeds of $13,650,731 is presented as follows:

Use of Proceeds: Proposed 12 Month Budget	Intended Use of Proceeds of the May Offering	Actual Use of Proceeds of the May Offering to September 30, 2016	(Over)/under expenditure
2016 Committee Bay Project Exploration Program (Flow Through eligible): • Airborne electromagnetic surveys • 8,000 to 12,000 metres of drilling • Comprehensive till survey • Logistics and staging for 2016 programs	$8,944,803	$11,660,891	($2,716,088)
2016 Committee Bay Exploration Program (Non-Flow Through eligible) • Claim staking program • Equipment and camp maintenance • Project administration and holding costs	$750,000	$39,106	$710,894
General Working Capital	$3,955,928	$1,950,734	$2,005,194
Total	$13,650,731	$13,650,731	$ -
Explanation of variances and the impact of variances on the ability of the Company to achieve its business objectives and milestones.		The Company drilled in excess of 13,000 metres at Committee Bay in 2016, as a result exploration expenditures were higher than originally anticipated.

Other sources of funds

As at March 31, 2017, the other sources of funds potentially available to the Company are through the exercise of outstanding stock options and share purchase warrants with terms as follows:

Stock options

Stock Options				Outstanding				Exercisable
Expiry date	Number of		Exercise price	Remaining	Number of		Exercise price	Remaining
	options			contractual	options			contractual
				life (years)				life (years)
Feb 17, 2019	1,170,000	$	0.51	1.88	1,170,000	$	0.51	1.88
Aug 17, 2020	1,196,750		1.30	3.38	1,196,750		1.30	3.38
Jun 21, 2021	2,310,000		2.63	4.22	1,426,875		2.63	4.22
Jan 10, 2022	440,000		3.22	4.78	110,000		3.22	4.78
	5,116,750	$	1.88	3.54	3,903,625	$	1.60	3.28

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.6/1.7

Liquidity and capital resources (continued)

Warrants

Expiry date	Number of warrants		Exercise price
August 5, 2017	122,349	$	0.85
August 14, 2017	67,645		0.85
September 16, 2017	1,602,500		1.70
May 4, 2018	30,503		1.40
	1,822,997	$	1.61

In the future, the Company may have capital requirements in excess of its currently available resources and may be required to seek additional financing. There can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.

1.8

Off-balance sheet arrangements

The Company does not utilize off-balance sheet arrangements.

1.9

Transactions with related parties

All transactions with related parties have occurred in the normal course of operations. All amounts are unsecured, non-interest bearing and have no specific terms of settlement, unless otherwise noted.

(a)

Related parties

		Three months ended		Three months ended
Universal Mineral Services Ltd. ¹		March 31, 2017		March 31, 2016
Included in the statement of operations:
Consulting fees, directors' fees, wages and benefits	$	116,729	$	76,867
Legal and professional fees		-		702
Office, rent and administration		111,897		101,004
Regulatory, transfer agent and shareholder information		1,923		-
Travel, marketing and investor relations		-		8,494
Project investigation costs		5,351		-
Capitalized to mineral property interests:
Committee Bay		100,927		-
Homestake		84,819		-
Peru		23,172		-
Total transaction for the periods	$	444,818	$	187,067

Universal Mineral Services Ltd., (“UMS”) is a private company with directors and officers in common that, pursuant to an agreement dated March 30, 2012 and as amended on December 30, 2015, provides office space and geological and administrative services to the Company on a cost recovery basis. The outstanding balance owing at March 31, 2017 to UMS was $155,828 (December 31, 2016 – $132,988). In addition, the Company had $150,00 in deposits to UMS as at March 31, 2017 (December 31, 2016 - $31,000).

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.9

Transactions with related parties

	(b)	Compensation of key management personnel

		During the period, compensation to key management personnel was as follows:

		Three months ended		Three months ended
		March 31, 2017		March 31, 2016
Short-term benefits	$	259,131	$	216,137
Share-based payments		363,206		111,828
	$	622,337	$	327,695

1.10	Subsequent Events

	None

1.11	Proposed Transactions

	None

1.12	Critical Accounting Estimates

The preparation of the financial statements in conformity with IFRS requires management to select accounting policies and make estimates and judgments that may have a significant impact on the consolidated financial statements. Estimates are continuously evaluated and are based on management’s experience and expectations of future events that are believed to be reasonable under the circumstances.

Key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are:

	i.	Share-based compensation

		The Company determines the fair value of stock options granted using the Black-Scholes option- pricing model. This option-pricing model requires the development of market-based subjective inputs, including the risk-free interest rate, expected price volatility and expected life of the option. Changes in these inputs and the underlying assumption used to develop them can materially affect the fair value estimate.

		The fair values of the share options granted in 2017 were estimated using the Black-Scholes option valuation model with the following assumptions:

			January 2017
			Option Grant
	Risk-free interest rate		0.96%
	Expected dividend yield		nil
	Stock price volatility		78%
	Expected life in years		4.34

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.12	Critical Accounting Estimates (continued)

	ii.	Deferred tax assets and liabilities

		Management judgment and estimates are required in assessing whether deferred tax assets and deferred tax liabilities are recognized in the consolidated statements of financial position. Judgments are made as to whether future taxable profits will be available in order to recognize deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. These depend on estimates of future production and sales volumes, commodity prices, reserves, operating costs, and other capital management transactions. These judgments and assumptions are subject to risk and uncertainty and changes in circumstances may alter expectations, which may impact the amount of deferred tax assets and deferred tax liabilities recognized on the consolidated statements of financial position and the benefit of other tax losses and temporary differences not yet recognized.

		The Company’s deferred tax assets and liabilities were determined using a future income tax rate in Canada of 26% and 29.5% in Peru.

	iii.	Reclamation obligations

		Management assesses its reclamation obligations annually and when circumstances suggest that a material change to the obligations have occurred. Significant estimates and assumptions are made in determining the provision for rehabilitation and site restoration, as there are numerous factors that will affect the ultimate liability payable. These factors include estimates of the extent, the timing and the cost of reclamation activities, regulatory change, cost increases, and changes in discount rates. Those uncertainties may result in actual expenditure differing from the amounts currently provided. The provision at the reporting date represents management’s best estimate of the present value of the future reclamation costs required. Changes to estimated future costs are recognized in the statement of financial position by adjusting the reclamation asset and liability.

1.13	Changes in accounting policies including initial adoption

None

1.14

Financial instruments and other instruments

As at March 31, 2017, the Company’s financial instruments consist of cash, marketable securities (including the Company’s investment in Bravada Gold Corporation), amounts receivable, deposits and accounts payables and accrued liabilities. The fair values of these financial instruments approximate their carrying values due to their short-term to maturity. The Company’s financial instruments are exposed to certain financial risks including, credit risk, currency risks, liquidity risk, interest rate risk and capital risk management. Details of each risk are laid out in the notes to the Company’s consolidated financial statements.

It has been determined that these risks, individually and in aggregate, are not material to the Company as a whole.

1.15

Other requirements

Capital structure

Authorized: Unlimited number of common shares
Number of common shares issued and outstanding as at May 11, 2017: 76,663,099
Number of common shares issued and outstanding as at March 31, 2017: 76,611,349

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.15

Other requirements (continued)

Capital structure (continued)

Share based options as at May 11, 2017:

Stock Options			Outstanding			Exercisable
Expiry date	Number of	Exercise price	Remaining	Number of	Exercise price	Remaining
	options		contractual	options		contractual
			life (years)			life (years)

17-Feb-19	1,170,000	0.51	1.77	1,170,000	0.51	1.77
17-Aug-20	1,170,000	1.30	3.27	1,170,000	1.30	3.27
20-Jun-21	2,295,000	2.63	4.11	1,411,875	2.63	4.11
10-Jan-22	440,000	3.22	4.67	165,000	3.22	4.67
05-May-22	90,000	3.04	4.99	22,500	3.04	4.99
	5,165,000	1.91	3.45	3,939,375	1.63	3.20

Share purchase warrants as at May 11, 2017:

Expiry date	Number of warrants		Exercise price
August 5, 2017	122,349	$	0.85
August 14, 2017	67,645		0.85
September 16, 2017	1,592,500		1.70
May 4, 2018	30,503		1.40
	1,812,997	$	1.61

Disclosure controls and procedures

As defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, disclosure controls and procedures require that controls and other procedures be designed to provide reasonable assurance that material information required to be disclosed is duly gathered and reported to senior management in order to permit timely decisions and timely and accurate public disclosure.

Management of the Company, with the participation of the Chief Executive Officer and the Chief Financial Officer, have evaluated the design and effectiveness of the Company’s disclosure controls and procedures (“DC&P”) and the design and effectiveness of internal controls over financial reporting (“ICFR”) as required by Canadian securities laws, and have concluded that such procedures are adequate to ensure accurate and complete disclosures in public filings.

Management is responsible for the establishment and maintenance of a system of internal control over financial reporting. This system has been designed to provide reasonable assurance that assets are safeguarded and that the financial reporting is accurate and reliable. The consolidated financial statements have been prepared by management in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IASB”), and in accordance with accounting policies set out in the notes to the audited consolidated financial statements for the twelve months ended December 31, 2016.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations as at and for the Three Months Ended March 31, 2017

1.15

Other requirements (continued)

Disclosure controls and procedures (continued)

There are inherent limitations in all control systems and no disclosure controls and procedures can provide complete assurance that no future errors or fraud will occur. An economically feasible control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Additional disclosures pertaining to the Company’s management information circulars, material change reports, press releases and other information are available on the SEDAR website at www.sedar.com.

On behalf of the Board of Directors,

“Shawn Wallace”
Shawn Wallace
President and Chief Executive Officer
May 11, 2017

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Shawn Wallace, Chief Executive Officer of Auryn Resources Inc. , certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Auryn Resources Inc. (the “issuer”) for the interim period ended March 31, 2017 .

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.	*Responsibility:* The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	*Design:* Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

		(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	*Control framework:* The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is based on Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission .

5.2	*ICFR – material weakness relating to design:* NA

5.3	*Limitation on scope of design:* NA

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2017 and ended on March 31, 2017 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 11, 2017

Signed “Shawn Wallace”

Shawn Wallace
Chief Executive Officer

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Peter Rees, Chief Financial Officer of Auryn Resources Inc. , certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Auryn Resources Inc. (the “issuer”) for the interim period ended March 31, 2017 .

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.	*Responsibility:* The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	*Design:* Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

		(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	*Control framework:* The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is based on Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission .

5.2	*ICFR – material weakness relating to design:* NA

5.3	*Limitation on scope of design:* NA

Date: May 11, 2017

Signed “Peter Rees”

Peter Rees
Chief Financial Officer

(An exploration stage company)

CONSOLIDATED FINANCIAL STATEMENTS

For the Year Ended December 31, 2016,
Six Months Ended December 31, 2015
and
Year Ended June 30, 2015

(Expressed in Canadian dollars)
_______________________

Independent Auditor’s Report

To the Shareholders of Auryn Resources Inc.

We have audited the accompanying consolidated financial statements of Auryn Resources Inc., which comprise the consolidated statements of financial position as at December 31, 2016 and December 31, 2015, and the consolidated statements of loss and comprehensive loss, consolidated statements of changes in equity and consolidated statements of cash flows for the year ended December 31, 2016 and the six month period ended December 31, 2015, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Auryn Resources Inc. as at December 31, 2016 and December 31, 2015, and its financial performance and its cash flows for the year ended December 31, 2016 and the six month period ended December 31, 2015 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Other Matter

The consolidated financial statements of Auryn Resources Inc. as at and for the year ended June 30, 2015 were audited by another auditor who expressed an unmodified opinion on those statements on October 13, 2015.

/s/ Deloitte LLP

Chartered Professional Accountants
March 28, 2017
Vancouver, Canada

Auryn Resources Inc.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

		As at December 31,			As at December 31,			As at June 30,
		2016			2015			2015

Assets

Current assets:
Cash and cash equivalents (note 6)	$	2,456,788		$	3,601,317		$	4,241,448
Marketable securities (note 7)		624,631			–			1,300,000
Amounts receivable		234,675			322,332			217,302
Joint venture advances		–			–			682,429
Deferred acquisition costs (note 8)		160,135			–			174,872
Prepaid expenses and deposits		319,483			92,655			114,070
		3,795,712			4,016,304			6,730,121

Non-current assets:
Restricted cash (note 6)		115,050			100,000			–
Mineral property interests (note 9)		58,815,278			25,103,359			2,067,163
Equipment (note 10)		1,786,369			1,811,551			–
		60,716,697			27,014,910			2,067,163
Total assets	$	64,512,409		$	31,031,214		$	8,797,284


Liabilities and Equity

Liabilities
Current liabilities:
Accounts payable and accrued liabilities (note 14)	$	818,173		$	513,885		$	412,721

Non-current liabilities:
Provision for site reclamation and closure (note 11)		1,746,572			1,100,093			–
Total liabilities	$	2,564,745		$	1,613,978		$	412,721

Equity:
Share capital	$	67,553,205		$	32,546,799		$	12,705,363
Share option and warrant reserve		6,108,153			4,358,367			785,023
Accumulated other comprehensive income		29,469			–			522,000
Deficit		(11,743,163	)		(7,487,930	)		(5,627,823	)
Total equity	$	61,947,664		$	29,417,236		$	8,384,563
Total liabilities and equity	$	64,512,409		$	31,031,214		$	8,797,284

Subsequent events (note 22)

Approved on behalf of the Board of Directors:

"Ivan Bebek"	"Shawn Wallace"
Director	Director

The accompanying notes form an integral part of these consolidated financial statements.

Auryn Resources Inc.

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in Canadian dollars, except share amounts)

		Year ended			Six months ended			Year ended
		December 31, 2016			December 31, 2015			June 30, 2015

Administration expenses:
Consulting fees, directors' fees, wages and benefits	$	2,151,455		$	768,421		$	811,850
Legal and professional fees		171,252			78,874			64,061
Office, rent and administration		689,133			266,285			310,405
Regulatory, transfer agent and shareholder information		274,664			19,169			59,533
Share-based compensation (note 13(a))		2,049,120			611,219			235,806
Travel, marketing and investor relations		1,024,218			433,196			320,413
		6,359,842			2,177,164			1,802,068

Other expenses (income):
Project investigation costs		224,378			114,020			451,383
Accretion of provision for site reclamation and closure (note 11)		25,207			6,220			–
Interest and other income		(66,758	)		(23,169	)		(27,370	)
Amortization of flow-through share premium (note 12(b))		(2,319,023	)		–			–
Recovered input tax credits		–			–			(25,850	)
Loss (gain) on marketable securities (note 7)		11,190			(435,000	)		(200,000	)
Foreign exchange loss		20,397			7,872			372
		(2,104,609	)		(330,057	)		198,535

Net loss before income taxes		(4,255,233	)		(1,847,107	)		(2,000,603	)
Deferred income tax (expense) recovery		–			(13,000	)		78,000

Loss for the period	$	(4,255,233	)	$	(1,860,107	)	$	(1,922,603	)

Other comprehensive income (loss), net of tax
Items that may be reclassified subsequently to profit or loss:
Fair value (loss) gain on available-for-sale financial assets, net of tax	$	–		$	(87,000	)	$	522,000
Unrealized currency gain on translation of foreign operations		29,469			–			–
Realization of gain on available-for-sale financial assets		–			(435,000	)		–

Other comprehensive income (loss) for the period		29,469			(522,000	)		522,000

Total comprehensive loss for the period	$	(4,225,764	)	$	(2,382,107	)	$	(1,400,603	)

Loss per share (basic and diluted) (note 17)	$	(0.07	)	$	(0.05	)	$	(0.08	)
Weighted average number of shares outstanding (basic and diluted) (note 17)		58,065,635			40,289,959			25,101,403

The accompanying notes form an integral part of these consolidated financial statements.

Auryn Resources Inc.

Consolidated Statements of Changes in Equity

(Expressed in Canadian dollars, except share amounts)

					Share option and			Accumulated other
	Number of		Share capital		warrant reserve			comprehensive			Deficit			Total
	common shares							income

Balance at June 30, 2014	18,878,605	$	5,503,012	$	522,885		$	–		$	(3,705,220	)	$	2,320,677

Comprehensive loss for the year	–		–		–			522,000			(1,922,603	)		(1,400,603	)
Share-based compensation (note 13(a))	–		–		273,950			–			–			273,950
Stock options exercised (note 13(a))	23,750		12,113		–			–			–			12,113
Fair value of stock options allocated to share capital issued on exercise	–		11,812		(11,812	)		–			–			–
Issued pursuant to private placements (note 12 (b) viii)	11,251,230		7,178,426		–			–			–			7,178,426

Balance at June 30, 2015	30,153,585	$	12,705,363	$	785,023		$	522,000		$	(5,627,823	)	$	8,384,563

Comprehensive loss for the period	–		–		–			(522,000	)		(1,860,107	)		(2,382,107	)
Share-based compensation (note 13(a))	–		–		758,971			–			–			758,971
Stock options exercised (note 13(a))	1,250		637		–			–			–			637
Fair value of stock options allocated to share capital issued on exercise	–		622		(622	)		–			–			–
Shares issued pursuant to private placement (note 12(b) vii)	4,835,000		2,956,726		2,681,454			–			–			5,638,180
Shares issued in connection with acquisition of North Country Gold Corp (note 5)	13,838,894		16,883,451		133,541			–			–			17,016,992

Balance at December 31, 2015	48,828,729	$	32,546,799	$	4,358,367		$	–		$	(7,487,930	)	$	29,417,236

Comprehensive loss for the year	–		–		–			29,469			(4,255,233	)		(4,225,764	)
Stock options exercised (note 12(b) iv)	577,878		518,090		–			–			–			518,090
Fair value of stock options allocated to share capital issued on exercise (note 12(b) iv)	–		372,407		(372,407	)		–			–			–
Warrants exercised (note 12(b) v)	3,643,392		6,010,591		–			–			–			6,010,591
Fair value of warrants allocated to share capital issued on exercise (note 12(b) v)	–		2,205,662		(2,205,662	)		–			–			–
Share-based compensation (note 13(a))	–		–		3,102,188			–			–			3,102,188
Shares issued pursuant to bought deal financing, net of share issue costs (note 12(b iii))	9,018,414		10,905,233		426,477			–			–			11,331,710
Shares issued in connection with acquisition of Homestake Resources Corp (note 4)	4,290,729		13,987,770		799,190			–			–			14,786,960
Shares issued in settlement of debt (note 12(b) ii)	437,675		1,006,653		–			–			–			1,006,653

Balance at December 31, 2016	66,796,817	$	67,553,205	$	6,108,153		$	29,469		$	(11,743,163	)	$	61,947,664

The accompanying notes form an integral part of these consolidated financial statements.

Auryn Resources Inc.

Consolidated Statements of Cash Flows

(Expressed in Canadian dollars)

		Year ended			Six months ended			Year ended
		December 31, 2016			December 31, 2015			June 30, 2015

Cash (used in) provided by:

Operating activities:
Loss for the period	$	(4,255,233	)	$	(1,860,107	)	$	(1,922,603	)
Items not involving cash:
Interest income		(66,758	)		(23,169	)		(27,370	)
Accretion of provision for site reclamation and closure		25,207			6,220			–
Loss (gain) on marketable securities (note 7)		11,190			(435,000	)		(200,000	)
Amortization of flow-through share premium (note 12(b) iii)		(2,319,023	)		–			–
Unrealized foreign exchange loss		4,508			7,556			11,866
Share-based compensation (note 13(a))		2,130,803			611,492			265,868
Deferred income tax expense (recovery)		–			13,000			(78,000	)
Changes in non-cash working capital:
Amounts receivable		109,663			(52,623	)		(172,084	)
Joint venture advances		–			877,032			(682,429	)
Prepaid expenses and deposits		(173,618	)		440,703			(88,438	)
Accounts payable and accrued liabilities		(533,838	)		(498,839	)		153,104
Cash used in operating activities		(5,067,099	)		(913,735	)		(2,740,086	)

Investing activities:
Interest received		66,758			23,169			33,924
Purchase of equipment		(188,351	)		–			(1,934,964	)
Exploration and evaluation expenditures		(15,492,215	)		(5,264,544	)		(174,872	)
Deferred acquisition costs		(160,135	)		–			–
Purchase of marketable securities		–			–			(500,000	)
Loan to Homestake (note 7 (a))		(150,000	)		–			–
Acquisition of Homestake Resources Corp., net of cash acquired (note 4)		(317,612	)		–			–
Acquisition of North Country Gold Corp., net of cash acquired (note 5)		–			(123,134	)		–
Cash used in investing activities		(16,241,555	)		(5,364,509	)		(2,575,912	)

Financing activities:
Proceeds from issuance of common shares, net of cash share issuance costs (note 12(b))		13,650,731			5,638,810			7,190,539
Proceeds from stock option and warrant exercises		6,528,681			–			–
Increase in restricted cash (note 6)		(15,050	)		–			–
Cash provided by financing activities		20,164,362			5,638,810			7,190,539

Effect of foreign exchange rate changes on cash and cash equivalents		(237	)		(697	)		(10,237	)

Increase (decrease) in cash and cash equivalents		(1,144,529	)		(640,131	)		1,864,304

Cash and cash equivalents, beginning of the period		3,601,317			4,241,448			2,377,144

Cash and cash equivalents, end of the period	$	2,456,788		$	3,601,317		$	4,241,448

Supplemental cash flow information (note 15)

The accompanying notes form an integral part of these consolidated financial statements.

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

1.	Corporate information

	Auryn Resources Inc. (the “Company” or “Auryn”) was incorporated on June 9, 2008, under the British Columbia Business Corporations Act.

	The Company graduated to the Toronto Stock Exchange from the TSX Venture Exchange effective October 5, 2016 and trades under the symbol AUG.TO. The Company’s principal business activity is the acquisition, exploration and development of resource properties in Canada and Peru.

	Effective September 7, 2016, the Company completed the acquisition of all of the issued and outstanding shares of Homestake Resource Corporation (“Homestake”). Homestake owns 100% in the Homestake Ridge Project which covers approximately 7,500 hectares within the Iskut-Stewart-Kitsault belt, in north-western British Columbia (note 4 and 9(b)). Effective September 25, 2015, the Company, pursuant to a plan of arrangement, acquired 100% of North Country Gold Corp.’s (“North Country”) issued and outstanding common shares. North Country owns the mineral concessions comprising the Committee Bay mineral property in Nunavut, Canada (note 5 and 9(a)).

	The Company has also secured rights to various mining concessions in southern Peru (note 9(c)).

	The head office and principal address of Auryn is located at 1199 West Hastings Street, Suite 600, Vancouver, British Columbia, V6E 3T5.

2.	Basis of presentation

	(a)	Statement of compliance

		These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), effective for financial year ended December 31, 2016. IFRS include International Accounting Standards (“IAS”) and interpretations issued by the IFRS Interpretations Committee (“IFRIC”).

		These consolidated financial statements were approved and authorized for issuance by the Board of Directors of the Company on March 28, 2017.

	(b)	Basis of preparation and consolidation

		These consolidated financial statements have been prepared on a historical cost basis except for marketable securities (note 7) that have been measured at fair value. The presentation currency is the Canadian dollar; therefore all amounts are presented in Canadian dollars unless otherwise noted.

		These consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control exists when the Company has power over an investee, exposure or rights, to variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of the Company’s returns.

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

2.	Basis of presentation (continued)

(b)

Basis of preparation and consolidation (continued)

Subsidiary	Place of	Functional	Beneficial Interest
	incorporation	Currency
North Country Gold Corp. (“North Country”)	BC, Canada	CAD	100%
Homestake Resource Corporation (“Homestake”)	BC, Canada	CAD	100%
Corisur Peru, S.A.C. (“Corisur”)	Peru	USD	100%
Homestake Royalty Corporation (inactive)	BC, Canada	CAD	100%
Akkese Madencilik Sanayi Ve Ticaret (inactive)	Turkey	USD	100%

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

All intercompany balances and transactions have been eliminated.

In 2015, the Company changed its fiscal year-end from June 30th to December 31st with the objective to unify reporting periods for all its subsidiaries and to align with its industry peers. Accordingly, these financial statements are prepared for the twelve months ended December 31, 2016, six months ended December 31, 2015 and the twelve months ended June 30, 2015 and the results of operations may not be directly comparable.

(c)

Critical accounting judgments and estimates

Critical judgments exercised in applying accounting policies, apart from those involving estimates, that have the most significant effect on the amounts recognized in the consolidated financial statements are as follows:

	i.	Functional currency

		The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the entity operates. The Company has determined the functional currency of each material entity is the Canadian dollar. Determination of functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions that determined the primary economic environment.

	ii.	Business combinations

		Determination of whether a set of assets acquired and liabilities assumed constitute the acquisition of a business or asset may require the Company to make certain judgments as to whether or not the assets acquired and liabilities assumed include the inputs, processes and outputs necessary to constitute a business as defined in IFRS 3 - Business Combinations. The Company has determined that Homestake and North Country do not meet the criteria for a business based on the indicators outlined by IFRS 3. As such, the Company has determined that the acquisition of Homestake and the acquisition of North Country are not business combinations and accordingly these have been accounted for as asset acquisitions.

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

2.	Basis of presentation (continued)

(b)

Critical accounting judgments and estimates (continued)

	iii.	Economic recoverability and probability of future economic benefits of mineral property interests

		Management has determined that exploration and evaluation of mineral properties and related costs incurred, which have been recognized on the consolidated statements of financial position, are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit including geological data, scoping studies, accessible facilities, and existing and future permits.

	iv.	Indications of impairment of assets

		Impairment testing is done at the cash generating unit level and judgment is involved in assessing whether there is any indication that an asset or a cash generating unit may be impaired. The assessment of the impairment indicators involves the application of a number of significant judgments and estimates to certain variables, including metal price trends, exploration plans for properties and the results of exploration and evaluation to date.

Key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are:

	i.	Provisions

		Provisions recognized in the financial statements involve judgments on the occurrence of future events, which could result in a material outlay for the Company. In determining whether an outlay will be material, the Company considers the expected future cash flows based on facts, historical experience and probabilities associated with such future events. Uncertainties exist with respect to estimates made by management and as a result, the actual expenditure may differ from amounts currently reported.

	ii.	Share-based compensation

		The Company determines the fair value of share options granted using the Black-Scholes option pricing model. This option pricing model requires the development of market-based subjective inputs, including the risk-free interest rate, expected price volatility and expected life of the option. Changes in these inputs and the underlying assumption used to develop them can materially affect the fair value estimate.

	iii.	Income taxes

		The provision for income taxes and composition of income tax assets and liabilities require management’s judgment. The application of income tax legislation also requires judgment in order to interpret legislation and to apply those findings to the Company’s transactions.

	iv.	Deferred tax assets and liabilities

		Management judgment and estimates are required in assessing whether deferred tax assets and deferred tax liabilities are recognized in the consolidated statements of financial position. Judgments are made as to whether future taxable profits will be available in order to recognize deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. These depend on estimates of future production and sales volumes, commodity prices, reserves, operating costs, and other capital management transactions. These judgments and assumptions are subject to risk and uncertainty and changes in circumstances may alter expectations, which may impact the amount of deferred tax assets and deferred tax liabilities recognized on the consolidated statements of financial position and the benefit of other tax losses and temporary differences not yet recognized.

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

2.	Basis of presentation (continued)

(b)

Critical accounting judgments and estimates (continued)

	v.	Reclamation obligations

		Management assesses its reclamation obligations annually and when circumstances suggest that a material change to the obligations have occurred. Significant estimates and assumptions are made in determining the provision for rehabilitation and site restoration, as there are numerous factors that will affect the ultimate liability payable. These factors include estimates of the extent, the timing and the cost of reclamation activities, regulatory change, cost increases, and changes in discount rates. Those uncertainties may result in actual expenditure differing from the amounts currently provided. The provision at the reporting date represents management’s best estimate of the present value of the future reclamation costs required. Changes to estimated future costs are recognized in the statement of financial position by adjusting the reclamation asset and liability.

3.	Significant accounting policies

(a)

Foreign currency translation

The financial statements of the Company and each of its subsidiaries are prepared in its functional currency determined on basis of the primary economic environment in which such entities operate. The presentation and functional currency of the Company and each of its material subsidiaries is the Canadian dollar. Amounts in these financial statements denominated in United States dollars are denoted as US$.

Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing at the transaction dates. At each reporting date, monetary items denominated in foreign currencies are translated into the entity’s functional currency at the then prevailing rates and non-monetary items measured at historical cost are translated into the entity’s functional currency at rates in effect at the date the transaction took place.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are included in the consolidated statements of loss and comprehensive loss for the period in which they arise.

(b)

Cash and cash equivalents

Cash and cash equivalents consist of highly liquid short-term investments that are readily convertible to cash and have maturities with terms of less than ninety days and/or with original maturities over ninety days but redeemable on demand without penalty. As at December 31, 2016 and 2015 the Company did not have any cash equivalents.

(c)

Equipment

Equipment is stated at cost less accumulated amortization and impairment losses. Amortization is calculated using the straight-line method over the estimated useful lives as follows:

	Camp and field equipment		10 years
	Machinery and heavy equipment		10 years

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

3.	Significant accounting policies (continued)

	(d)	Mineral property interests

		Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing historical characteristic of many properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge title to all of its properties is in good standing.

		The Company accounts for mineral property interests in accordance with IFRS 6 – Exploration for and evaluation of mineral properties (“IFRS 6”). Once the legal right to explore a property has been acquired, costs directly related to exploration and evaluation are recognized and capitalized, in addition to the acquisition costs. These expenditures include but are not limited to acquiring licenses, researching and analyzing existing exploration data, conducting geological studies, exploration drilling and sampling, payments made to contractors and consultants in connection with the exploration and evaluation of the property. Costs not directly attributable to exploration and evaluation activities, including general administrative overhead costs, are expensed in the year in which they occur.

		Acquisition costs incurred in obtaining legal right to explore a mineral property are deferred until the legal right is granted and thereon reclassified to mineral properties. Transaction costs incurred in acquiring an asset are deferred until the transaction is completed and then included in the purchase price of the asset acquired.

		When a project is deemed to no longer have commercially viable prospects to the Company, exploration and evaluation expenditures in respect of that project are deemed to be impaired. As a result, those exploration and evaluation expenditure costs, in excess of the estimated recoverable amount, are written off to the consolidated statement of loss and comprehensive loss.

		The Company assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and value in use.

		Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered to be a mine under development. Exploration and evaluation assets are also tested for impairment before the assets are transferred to development properties.

		As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to capitalized exploration costs.

	(e)	Provisions

		Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

3.	Significant accounting policies (continued)

	(f)	Provision for site reclamation and closure

		An obligation to incur rehabilitation and site restoration costs arises when environmental disturbance is caused by the exploration, development or on-going production of a mineral property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project, as soon as the obligation to incur such costs arises. These costs are charged to the statement of loss and comprehensive loss over the life of the operation through amortization and the unwinding of the discount in the provision. Costs for restoration of subsequent site damage, which is created on an on-going basis during production, are provided for at their estimated net present values and charged against earnings as extraction progresses.

	(g)	Impairment of assets

		At each reporting date, the Company reviews the carrying amounts of its assets to determine whether there are any indicators of impairment. If any such indicator exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.

		Where the asset does not generate cash inflows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit (“CGU”) to which the asset belongs. Any intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired. An asset’s recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.

		If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount is reduced to the recoverable amount and an impairment loss is recognized immediately in the statement of loss and comprehensive loss. Where an impairment subsequently reverses, the carrying amount is increased to the revised estimate of recoverable amount but only to the extent that this does not exceed the carrying value that would have been determined if no impairment had previously been recognized. A reversal of impairment is recognized in the statement of loss and comprehensive loss.

	(h)	Loss per share

		Basic loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. The diluted loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of shares outstanding on a diluted basis. The weighted average number of shares outstanding on a diluted basis takes into account the additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting period.

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

3.	Significant accounting policies (continued)

	(i)	Share-based compensation

		From time to time, the Company grants stock options to employees and non-employees. An individual is classified as an employee, versus a non-employee, when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.

		The fair value of stock options, measured using the Black-Scholes option pricing model at the date of grant, is charged to the consolidated statement of loss and comprehensive loss over the vesting period. Performance vesting conditions and forfeitures are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest.

		Where the terms and conditions of options are modified before they vest, any increase in the fair value of the options, measured immediately before and after the modification, is also charged to the consolidated statement of loss and comprehensive loss over the remaining vesting period.

		Equity instruments granted to non-employees are recorded in the consolidated statement of loss and comprehensive loss at the fair value of the goods or services received, unless they are related to the issuance of shares. Amounts related to the issuance of shares are recorded as a reduction of share capital.

		When the value of goods or services received in exchange for a share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model. The expected life used in the model is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioral considerations.

		All equity-settled share-based payments are recorded in equity reserves until exercised. Upon exercise, shares are issued from treasury and the amount previously recorded in equity reserves is reclassified to share capital along with any consideration paid.

	(j)	Income taxes

		Income tax reported in the consolidated statement of loss and comprehensive loss for the period presented comprises current and deferred income tax. Income tax is recognized in the consolidated statement of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

		Current income tax for each taxable entity in the Company is based on the local taxable income at the local statutory tax rate enacted or substantively enacted at the reporting date, and includes any adjustments to tax payable or recoverable with regards to previous periods.

		Deferred income tax is determined using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred income tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using the expected future tax rates enacted or substantively enacted at the reporting date.

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

3.	Significant accounting policies (continued)

	(j)	Income taxes (continued)

		A deferred income tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

		Deferred income tax assets and liabilities are offset only when there is a legally enforceable right to set off current tax assets against current tax liabilities, when they relate to income taxes levied by the same taxation authority and the Company intends to settle its tax assets and liabilities on a net basis.

	(k)	Financial instruments

		The Company recognizes financial assets and liabilities on its consolidated statement of financial position when it becomes a party to the contract creating the asset or liability.

		On initial recognition, all financial assets and financial liabilities are recorded at fair value, net of attributable transaction costs, except for financial assets and liabilities classified as at fair value through profit or loss ("FVTPL"). The directly attributable transaction costs of financial assets and liabilities classified as at FVTPL are expensed in the period in which they are incurred.

		Subsequent measurement of financial assets and liabilities depends on the classifications of such assets and liabilities and are described as follows:

Classification	Measurement after initial	Recognition of gains or losses related
	recognition	to fair value changes

*Financial assets:*


Loans and receivables	Amortized cost (using the effective interest method)	On de-recognition, impairment and write- downs

Held-to-maturity	Amortized cost (using the effective interest method)	On de-recognition, impairment and write- downs

Available-for-sale (“AFS”)	Fair value	Recognized in other comprehensive loss (income) and reclassified to comprehensive loss (income) on de- recognition and impairment

FVTPL	Fair value	Recognized in comprehensive loss (income)

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

3.	Significant accounting policies (continued)

(k)

Financial instruments (continued)

Classification	Measurement after initial	Recognition of gains or losses related
	recognition	to fair value changes

*Financial liabilities:*


Other financial liabilities	Amortized cost (using the effective interest method)	On de-recognition, impairment and write- downs

FVTPL	Fair value	Recognized in comprehensive loss (income)

Financial liabilities classified as FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as FVTPL. Derivatives, including separated embedded derivatives, are also classified as FVTPL unless they are designated as effective hedging instruments.

	(l)	Comprehensive loss

		Other comprehensive loss is the change in net assets arising from transactions and other events and circumstances from non-owner sources. Comprehensive loss comprises net loss and other comprehensive loss. Financial assets that are classified as AFS will have unrealized gains and losses included in other comprehensive loss until the asset is sold, permanently impaired, or derecognized. Foreign currency translation differences arising on translation of foreign subsidiaries are also included in other comprehensive loss.

	(m)	Changes in accounting policies

		Revenue Recognition

		In May 2014, the IASB issued IFRS 15 – Revenue from Contracts with Customers ("IFRS 15") which supersedes IAS 11 – Construction Contracts, IAS 18 – Revenue, IFRIC 13 – Customer Loyalty Programs, IFRIC 15 – Agreements for the Construction of Real Estate, IFRIC 18 – Transfers of Assets from Customers, and SIC 31 – Revenue – Barter Transactions Involving Advertising Services. IFRS 15 establishes a single five-step model framework for determining the nature, amount, timing and uncertainty of revenue and cash flows arising from a contract with a customer. The standard is currently mandatory for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Company does not expect the adoption of this standard to impact its financial statements, as currently the Company does not earn revenues.

		Financial instruments

		In July 2014, the IASB issued the final version of IFRS 9 – Financial Instruments ("IFRS 9") to replace IAS 39 – Financial Instruments: Recognition and Measurement. IFRS 9 provides a revised model for recognition and measurement of financial instruments and a single, forward-looking “expected loss” impairment model. IFRS 9 also includes a substantially reformed approach to hedge accounting. The standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

3.	Significant accounting policies (continued)

(m)

Changes in accounting policies (continued)

Leases

In January 2016, the IASB published a new accounting standard, IFRS 16 – Leases ("IFRS 16") which supersedes IAS 17 – Leases. IFRS 16 specifies how to recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, unless the lease term is 12 months or less or the underlying asset has a low value. The standard is effective for annual periods beginning on or after January 1, 2019, with early adoption permitted if IFRS 15, has also been applied. The Company does not have any material lease agreements and does not expect the adoption of this standard to materially impact its consolidated financial statements.

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

4.	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 “Arrangement”). Under the terms of the Arrangement, Homestake shareholders received one Auryn share for each seventeen (17) Homestake common shares held, resulting in the issuance of a total of 4,068,124 common shares from treasury with a fair value of $13,262,084. In addition to the common shares issued to 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 $1,044,097, were included in the calculation of the purchase price. Transaction costs included the fair value of $725,686 related to 222,605 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 (note 7)		770,821
Reclamation bond		55,001
Mineral properties		16,060,125
Accounts payable and accrued liabilities		(1,533,412	)
	$	15,390,371

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

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

5.	Acquisition of North Country

	On September 25, 2015, pursuant to a plan of arrangement (the “Plan”), the Company completed the acquisition of 100% of the issued and outstanding shares of North Country by issuing a total of 13,838,894 of its common shares. North Country was an exploration company focused on the discovery of precious metals in Northern Canada. Prior to the Plan, 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. The completion of the acquisition resulted in Auryn owning 100% of the project.

	Pursuant to the Plan, each outstanding share of North Country was exchanged for 0.1 of a common share of Auryn. In total, the Company issued 13,838,894 common shares, with a fair value of $1.22 per common share, and 840,000 replacement stock options, with a weighted average fair value of $0.16 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 values 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 (note 7)		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 (including restricted cash of $100,000)	$	138,249
Amounts receivable and prepaid expenses		666,299
Equipment		1,858,001
Mineral properties		17,999,192
Accounts payable and accrued liabilities		(1,189,492	)
Provision for site reclamation and closure		(1,093,874	)
	$	18,378,375

As part of the transaction, the Company granted 840,000 replacement stock options to former North Country option holders with an estimated fair value of $133,541. The fair value was estimated using the Black-Scholes option valuation model with the following weighted average assumptions:

	Risk-free interest rate		0.43%
	Expected dividend yield		nil
	Stock price volatility		104%
	Expected life (in years)		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 TSX Venture Exchange immediately prior to the acquisition.

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

6.	Cash and cash equivalents and restricted cash

		December 31,		December 31,		June 30,
		2016		2015		2015
Components of cash and restricted cash:
Cash	$	2,456,788	$	3,601,317	$	2,801,448
Cash equivalents		-		-		1,440,000
Restricted cash		115,050		100,000		-
	$	2,571,838	$	3,701,317	$	4,241,448

Restricted cash balance includes an amount of $86,300 (December 31, 2015 - $75,000; June 30, 2015 - $Nil) in connection with an irrevocable standby letter of credit in favor of Kitikmeot Inuit Association.

7.	Marketable securities

FVTPL

Investment in Homestake common shares

In connection with the Homestake acquisition (note 4), the Company had entered into a loan agreement with Homestake dated May 10, 2016, which provided for a loan of $150,000. The loan agreement contained a conversion feature allowing conversion of the indebtedness into Homestake common shares at a conversion price of $0.10 per Homestake common share.

On July 20, 2016, the Company exercised its conversion rights under the loan agreement and received 1,500,000 shares of Homestake, which at that date had a fair value of $300,000 based on the closing share price of Homestake of $0.20 per share. At the date of the acquisition, the shares were fair valued at $285,000, based on the closing share price of Homestake of $0.19 per share immediately before the acquisition closed, and this amount was included as part of the consideration paid. A gain of $135,000 was recorded in net loss for the year ended December 31, 2016 in connection with this investment.

Investment in Bravada common shares

Included as part of the acquisition of Homestake’s net assets, the Company acquired 2,658,004 shares of Bravada Gold Corporation (“BVA”) at a fair value of $770,821 based on the closing share price of $0.29 per share on September 7, 2016. The Company has classified BVA shares as FVTPL within level 1 category of the fair value hierarchy (note 18). As at December 31, 2016, the BVA share price quoted on TSXV was $0.235 and the fair value of the shares was adjusted to $624,631 (December 31, 2015 - $Nil) with the fair value loss of $146,190 (December 31, 2015 - $Nil) recorded in the statement of loss and comprehensive loss.

AFS

Investment in North Country common shares

Effective March 16, 2015, as a condition of the definitive joint exploration agreement with North Country, the Company entered into a share subscription agreement and purchased 10,000,000 common shares of North Country at a price of $0.05 for a total cost of $500,000. The investment was classified as an AFS financial asset and was recorded at fair value determined based on a market approach reflecting the closing price of the asset as at the reporting date. On initial recognition, a difference arose between the cost of the investment and its fair value and as a result, the Company recorded a gain on the initial recognition of the investment of $200,000, which was recognized in net loss for the year ended June 30, 2015.

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

7.	Marketable securities (continued)

AFS (continued)

Investment in North Country common shares (continued)

Immediately prior to the acquisition of North Country, the available-for-sale asset was fair valued at $1,200,000, resulting in a further unrealized gain of $435,000, net of taxes of $65,000, being recorded through other comprehensive income for the six month period ended December 31, 2015. As the acquisition resulted in the realization of this accumulated gain of $435,000, the amount was reclassified from other comprehensive income and recorded through net loss for the year ended December 31, 2016, and at the same time, the investment in North Country shares was reclassified from marketable securities and included as part of the consideration paid.

Fair value adjustments

The impact of the fair value adjustments on the FVTPL and AFS financial assets to the net loss and other comprehensive loss is outlined below:

		Year ended					Six months ended					Year ended
		December 31, 2016					December 31, 2015					June 30, 2015
		Net loss			Other		Net loss			Other		Net loss			Other
		(income)			comprehensive		(income)			comprehensive		(income)			comprehensive
					loss (income)					loss (income)					loss (income)
FVTPL

Fair value adjustment on investment in BVA	$	146,190		$	-	$	-		$	-	$	-		$	-
Fair value on acquisition of Homestake common shares		(135,000	)		-		-			-		-			-
	$	11,190		$	-	$	-		$	-	$	-		$	-

AFS
Gain on investment on initial recognition	$	-		$	-	$	-		$	-	$	(200,000	)	$	-
Fair value loss (gain) on AFS financial asset, recorded net of taxes		-			-		-			87,000		-			(522,000	)
Realization of accumulated gain reclassified from other comprehensive income to net loss		-			-		(435,000	)		435,000		-			-
	$	-		$	-	$	(435,000	)	$	522,000	$	(200,000	)	$	(522,000	)

8.	Deferred acquisition costs

	The Company deferred costs related to the acquisition of prospecting permits along the Gibsons MacQuoid greenstone belt (note 22) and staking certain claims adjacent to the Company’s Committee Bay project. The permits have been issued to the Company subsequent to December 31, 2016.

	Deferred acquisition costs were $Nil at December 31,2015 and $174,872 at June 30, 2015. Deferred acquisition costs as at June 30, 2015 related to the acquisition of North Country (note 5).

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

9.	Mineral property interests

	(a)	Committee Bay

		The Company, through its wholly owned subsidiary North Country, owns a 100% interest in the Committee Bay project located in Nunavut, Canada. The Committee Bay project includes more than 380,000 hectares situated along the Committee Bay Greenstone Belt located within the Western Churchill Province of Nunavut.

		The Committee Bay project is subject to a 1% Net Smelter Royalty (“NSR”) on gold production, 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 of commencement of commercial production for $2,000,000 for each one-third (0.5%) of the NSR.

	(b)	Homestake Ridge

		The Company, through its wholly owned subsidiary Homestake, owns a 100% interest in the Homestake Ridge project, located in the Kitsault Mineral district in north western British Columbia, subject to various royalty interests held by third parties. The project is being advanced as a potential high-grade underground mining operation and was acquired through the acquisition of Homestake (note 4).

(c)

Peruvian exploration projects

Baños del Indio

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 (50% being buyable for US$6,000,000), through a combination of work expenditures and cash payments as detailed in the table below.

Due Dates	Property Payments	Work Expenditures
Effective Date (September 22, 2016)	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

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

9.	Mineral property interests (continued)

	(c)	Peruvian exploration projects (continued)

		Sombrero

		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, at the Company’s election, 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 one 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.

		Huilacollo

		On June 2, 2016, the Company acquired the rights to the Huilacollo epithermal property in the Tacna province of southern Peru, which is comprised of 2,000 hectares of intense hydrothermal alteration. The rights were acquired 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 a buyable 1.5% NSR, through a combination of work expenditures and cash payments as outlined in the table below.

Due Dates	Property Payments		Work Expenditures
Effective Date (May 11, 2016)	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

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

9.	Mineral property interests (continued)

(d)

Costs capitalized as mineral property interests:

		Committee		Homestake
		Bay		Ridge		Peru		Total
Balance as at June 30, 2015	$	2,067,163	$	-	$	-	$	2,067,163
Acquisition costs
Additions:
Acquisition of North Country		17,999,192		-		-		17,999,192
Other acquisition costs		291		-		406,145		406,436
Exploration and evaluation costs
Additions:
Drilling and sampling		671,438		-		-		671,438
Environmental & community		212,244		-		-		212,244
Geophysics and targeting		215,126		-		-		215,126
Logistics		1,124,237		-		45,616		1,169,853
Project overhead		1,263,816		-		-		1,263,816
Wages and consultants		653,281		-		297,331		950,612
Share-based compensation (note 13(a))		147,479		-		-		147,479
Balance as at December 31, 2015	$	24,354,267	$	-	$	749,092	$	25,103,359
Acquisition costs
Additions:
Acquisition of Homestake		-		16,060,125		-		16,060,125
Other acquisition costs		39,106		60,000		1,145,479		1,244,585
Exploration and evaluation costs
Additions:
Drilling and sampling		2,660,672		-		43,405		2,704,077
Environmental & community		252,928		-		76,863		329,791
Geophysics and targeting		667,529		-		13,907		681,436
Logistics		4,525,601		17,732		83,423		4,626,756
Project overhead		2,762,856		16,546		307,674		3,087,076
Wages and consultants		2,795,806		21,773		535,831		3,353,410
Change in site reclamation asset		621,272		-		-		621,272
Share-based compensation (note 13(a))		785,823		25,151		160,411		971,385
Currency translation adjustment		-		-		32,006		32,006
Balance as at December 31, 2016	$	39,465,860	$	16,201,327	$	3,148,091	$	58,815,278

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

9.	Mineral property interests (continued)

(d)

Costs capitalized as mineral property interests (continued):

The continuity of costs capitalized as mineral property interests as June 30, 2015 is as follows:

		Committee Bay
Balance as at July 1, 2014	$	-
Acquisition costs
Additions:
Acquisition costs		65,336
Exploration and evaluation costs
Additions:
Drilling and sampling		7,535
Environmental and community		61,560
Geophysics and targeting		74,904
Logistics		593,961
Project overhead		729,133
Wages and consultants		526,653
Share-based compensation (note 7)		8,081
Balance as at June 30, 2015	$	2,067,163

10.

Equipment

		Camp and field		Machinery and
		equipment		equipment		Total
Cost
Balance, June 30, 2015 and 2014	$	-	$	-	$	-
Additions		1,110,521		747,480		1,858,001
Balance, December 31, 2015	$	1,110,521	$	747,480	$	1,858,001
Additions		106,912		81,439		188,351
Balance, December 31, 2016	$	1,217,433	$	828,919	$	2,046,352
Accumulated Depreciation
Balance, June 30, 2015 and 2014	$	-	$	-	$	-
Depreciation		27,763		18,687		46,450
Balance, December 31, 2015	$	27,763	$	18,687	$	46,450
Depreciation		117,296		96,237		213,533
Balance, December 31, 2016	$	145,059	$	114,924	$	259,983
Net book value
December 31, 2015	$	1,082,758	$	728,793	$	1,811,551
December 31, 2016	$	1,072,374	$	713,995	$	1,786,369

During the six months ended December 31, 2015, the Company acquired equipment with a cost of $1,858,001 in connection with the acquisition of North Country (note 5).

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

11.	Provision for site reclamation and closure

	The Company recognizes a provision for site reclamation and closure, which reflects the present value of the estimated amount of cash flows required to satisfy the asset retirement obligation in respect of the Committee Bay property. The components of this obligation are the removal of equipment currently being used at the site as well as costs associated with the reclamation of the camp housing and work sites on the property. The estimate of future asset retirement obligations is subject to change based on amendments to applicable laws, management’s intentions, and mining lease renewals.

	The present value of future estimated cash flows required to settle the site reclamation and closure obligation was estimated at $1,746,572. The key assumptions on which this estimate is based are:

	•	Undiscounted cash flow for site reclamation of $2,460,490 (December 31, 2015 - $1,567,532)
	•	Expected timing of future cash flows is based on mining leases expiration, which is between 2026 and 2033
	•	Annual inflation rate 2%
	•	Risk-free interest rate 2.31%

The discounted liability for the material site reclamation and closure provisions at Committee Bay project is as follows:

		December 31, 2016		December 31, 2015
Opening balance	$	1,100,093	$	-
Addition		621,272		1,093,873
Accretion		25,207		6,220
Closing balance	$	1,746,572	$	1,100,093

The Company did not have any site reclamation and closure liabilities at June 30, 2015.

12.

Share capital

	(a)	Authorized

		Unlimited common shares without par value

	(b)	Share issuances

Year ended December 31, 2016:

	i.	On September 7, 2016, pursuant to the Homestake Arrangement, the Company issued 4,068,124 common shares with a fair value of $13,262,084, $3.26 per common share, to Homestake shareholders in connection with its acquisition of Homestake. An additional 222,603 common shares with a fair value of $725,686, $3.26 per common share, were issued as finders’ fees in relation to the transaction.

	ii.	On September 7, 2016, 437,675 common shares were issued at $2.30 per common share under debt settlement agreements, to Homestake creditors in order to settle accounts payable of $1,006,653.

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

12.

Share capital (continued)

(b)

Share issuances (continued)

Year ended December 31, 2016 (continued):

iii.

On May 4, 2016, the Company closed a bought deal financing for gross proceeds of $14,944,803 (the “Offering”). Under the terms of the Offering, the Company issued an aggregate of 4,732,700 flow-through shares at a price of $1.89 per flow-through share and 4,285,714 common shares at a price of $1.40 per common share. Share issue costs related to the Offering totaled $1,720,547, which included $896,688 in commissions, the fair value of $426,477 related to 541,104 share purchase warrants issued to the underwriters (note 13(b)) and $387,384 in other issuance costs. The gross proceeds from the Offering were also offset by $2,319,023, an amount related to the flow-through share premium liability, which was fully amortized at December 31, 2016 as all flow through funds had been spent on Canadian exploration and evaluation expenditures. A reconciliation of the impact of the Offering on share capital is as follows:

	Number of		Impact on
	common shares		share capital
Common shares issued at $1.40 per share	4,285,714	$	6,000,000
Flow-through shares issued at $1.89 per share	4,732,700		8,944,803
Cash share issue costs	-		(1,294,070	)
Fair value of warrants issued (note 13(b))	-		(426,477	)
Flow-through share premium liability	-		(2,319,023	)
	9,018,414	$	10,905,233

	iv.	During the year ended December 31, 2016, 577,878 shares were issued as a result of stock options being exercised with a weighted average exercise price of $0.90 for gross proceeds of $518,090. Attributed to these stock options, fair value of $372,407 was transferred from the equity reserves and recorded against share capital.

	v.	During the year ended December 31, 2016, 3,643,392 shares were issued as a result of share purchase warrants being exercised with a weighted average exercise price of $1.65 for gross proceeds of $6,010,591. Attributed to these share purchase warrants, fair value of $2,205,662 was transferred from the equity reserves and recorded against share capital.

		Six months ended December 31, 2015:

	vi.	On September 25, 2015, pursuant to a plan of arrangement, the Company issued a total of 13,838,894 common shares in connection with its acquisition of North Country with a fair value of $1.22 per common share.

	vii.	On September 16, 2015, the Company completed a non-brokered private placement for gross proceeds of $5,802,000 by issuing 4,835,000 Units of the Company at a price of $1.20 per Unit. Each Unit consists of one common share and one common share purchase warrant. 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.

		Related to this share issuance, an amount of $2,681,454 was allocated as the fair value of the Unit’s warrants estimated using the Black-Scholes option valuation model. The Company also incurred costs of issuance in the amount of $163,820, which included cash commissions of $119,520 and other legal and regulatory costs of $44,300.

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

12.

Share capital (continued)

(b)

Share issuances (continued)

Year ended June 30, 2015:

viii.

On December 11, 2014, the Company completed a non-brokered private placement for gross proceeds of $7,313,300 by issuing 11,251,230 common shares of the Company at a price of $0.65 per common share. Related to this share issuance, the Company incurred costs in the amount of $134,874, which included cash commission of $96,425 and other legal and regulatory costs of $38,449.

13.

Share option and warrant reserve

	(a)	Share-based payments

		The Company maintains a Rolling Stock Option Plan providing for the issuance of stock options up to 10% of the Company’s issued and outstanding common shares at the time of the grant. The Company 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 12½% every three months thereafter for a total vesting period of 18 months.

		The continuity of the number of stock options issued and outstanding is as follows:

	Number of stock	Weighted average
	options	exercise price
Outstanding, June 30, 2014	1,580,000	$ 0.51
Exercised	(23,750)	0.51
Expired / forfeited	(5,000)	3.51
Outstanding, June 30, 2015	1,551,250	$ 0.51
Granted	2,120,000	2.19
Exercised	(1,250)	0.51
Expired / forfeited	(730,000)	3.88
Outstanding, December 31, 2015	2,940,000	$ 0.89
Granted	2,452,786	2.61
Exercised	(577,878)	0.90
Expired	(61,908)	1.50
Outstanding, December 31, 2016	4,753,000	$ 1.77

As at December 31, 2016, the number of stock options outstanding and exercisable was:

	Outstanding				Exercisable
Expiry date	Number of		Exercise	Remaining	Number of		Exercise	Remaining
	options		price	contractual	options		price	contractual
				life (years)				life (years)
Feb 17, 2019	1,170,000	$	.51	2.13	1,170,000	$	0.51	2.13
Aug 17, 2020	1,228,000		1.30	3.63	1,068,000		1.30	3.63
June 21, 2021	2,355,000		2.63	4.47	1,177,500		2.63	4.47
	4,753,000	$	1.77	3.68	3,415,500	$	1.49	3.41

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

13.

Share option and warrant reserve (continued)

	(a)	Share-based payments (continued)

		The Company uses the fair value method of accounting for all share-based payments to directors, officers, employees and others providing similar services. During the year ended December 31, 2016, an amount of $2,130,803 (six months ended December 31, 2015 – $611,219, year ended June 30, 2015 – 273,950) was expensed as stock based compensation, of which $81,683 (six months ended December 31, 2015 - $273, year ended June 30, 2015 - $30,062) was included in project investigation cost in the consolidated statements of comprehensive loss. The Company also capitalized stock based compensation within mineral interests in the amount of $971,385 for the year ended December 31, 2016 (six months ended December 31, 2015 - $147,479, year ended June 30, 2015 - $8,082).

		During the year ended December 31, 2016, the Company granted 2,355,000 stock options to directors, officers, employees and others providing similar services and an additional 97,786 replacement options to former option holders of Homestake (note 4). The weighted average fair value per option of these stock options, excluding the Homestake replacement options, was calculated as $1.52 using the Black-Scholes option valuation model at each grant date.

		For the six months ended December 31, 2015, 1,280,000 stock options were granted to the Company’s directors, officers, employees and others providing similar services, and an additional 840,000 replacement stock options were granted to former North Country option holders in connection with the acquisition of North Country. Excluding the replacement options, the weighted average fair value of stock options granted during the six months ended December 31, 2015 was $0.91 while the 840,000 replacement stock options to former North Country option holders had an estimated fair value of $133,541, a weighted average fair value of $0.16 per option.

		The fair values of the share options granted in 2016 and 2015 were estimated using the Black-Scholes option valuation model with the following assumptions:

	June 2016	August 2015
	Option Grant	Option Grant
Risk-free interest rate	0.66%	0.72%
Expected dividend yield	nil	nil
Stock price volatility	81%	106%
Expected life in years	4.00	5.00

No share-options were granted during the year ended June 30, 2015.

26 of 34

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

13.

Share option and warrant reserve (continued)

	(b)	Share purchase warrants

		The continuity of the number of share purchase warrants is as follows:

	Warrants outstanding			Exercise price
Outstanding, June 30, 2015	-		$	-
Issued	4,835,000			1.70
Outstanding, December 31, 2015	4,835,000		$	1.70
Issued	827,271			1.21
Exercised	(3,643,394	)		1.65
Outstanding, December 31, 2016	2,018,877		$	1.59

As at December 31, 2016, the expiration date on the share purchase warrants outstanding is as follows:

Expiry date	Number of warrants		Exercise price
August 5, 2017	183,229	$	0.85
August 14, 2017	67,645		0.85
September 16, 2017	1,737,500		1.70
May 4, 2018	30,503		1.40
	2,018,877	$	1.59

14.	Related party balances and transactions

	All transactions with related parties have occurred in the normal course of operations. All amounts are unsecured, non- interest bearing and have no specific terms of settlement, unless otherwise noted.

(a)

Related parties

Universal Mineral Services Ltd. ¹		Year ended		Six months ended		Year ended
		December 31, 2016		December 31, 2015		June 30, 2015
Included in the statement of operations:
Consulting fees, directors' fees, wages and benefits	$	323,134	$	226,345	$	318,769
Legal and professional fees		1,148		849		136
Office, rent and administration		400,910		221,777		293,898
Regulatory, transfer agent and shareholder information		10,383		-		6,663
Travel, marketing and investor relations		9,590		133,597		93,939
Project investigation costs		260		23,571		211,276
Capitalized to mineral property interests:
Committee Bay		21,866		69,990		75,544
Homestake		2,362		-		-
Peru		49,938		40,154		-
Total transaction for the periods	$	819,591	$	716,283	$	1,000,225

^1.

Universal Mineral Services Ltd., (“UMS”) is a private company with directors and officers in common that, pursuant to an agreement dated March 30, 2012 and as amended on December 30, 2015, provides office space and geological and administrative services to the Company on a cost recovery basis. The outstanding balance owing at December 31, 2016 was $132,988 (December 31, 2015 – $119,781, June 30, 2015 –

27 of 34

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

14.

Related party balances and transactions (continued)

	(b)	Compensation of key management personnel

		During the period, compensation to key management personnel was as follows:

		Year ended		Six months ended		Year ended
		December 31, 2016		December 31, 2015		June 30, 2015
Short-term benefits	$	1,379,502	$	408,007	$	443,542
Share-based payments		1,350,995		406,028		76,290
	$	2,730,497	$	814,035	$	519,832

15.

Supplemental cash flow information

		Year ended		Six months ended			Year ended
		December 31, 2016		December 31, 2015			June 30, 2015
Accounts payable and accrued liabilities included in mineral property interests, change	$	313,657	$	(596,341	)	$	124,117
Common shares issued in connection with debt settlement agreements		1,006,653		-			-

Deferred acquisition costs capitalized in mineral properties		-		174,872			- -
Depreciation capitalized in mineral property interests		213,533		46,450			-
Prepaid expenditures related to mineral property interest		17,423		-			-
Share-based compensation included in mineral property interests		971,385		147,479			8,081

For other supplemental cash flow information pertaining to the loan to Homestake, see note 7 (a).

16.

Segmented information

The Company operates in one reportable operating segment, being the acquisition, exploration and development of mineral resource properties.

Geographic segmentation of non-current assets is as follows:

December 31, 2016		Canada		Peru		Total

Restricted cash	$	115,050	$	-	$	115,050
Equipment, net		1,758,179		28,190		1,786,369
Mineral property interests		55,667,187		3,148,091		58,815,278
	$	57,540,416	$	3,176,281	$	60,716,697

December 31, 2015		Canada		Peru		Total

Restricted cash	$	100,000	$	-	$	100,000
Equipment, net		1,811,551		-		1,811,551
Mineral property interests		24,354,267		749,092		25,103,359
	$	26,265,818	$	749,092	$	27,014,910

All of the non-current assets as at June 30, 2015 are located in Canada.

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

17.	Loss per share

	Basic loss per share amounts are calculated by dividing the net loss for the period by the weighted average number of ordinary shares outstanding during the period.

		Year ended		Six months ended		Year ended
		December 31, 2016		December 31, 2015		June 30, 2015
Loss attributable to ordinary shareholders	$	4,255,233	$	1,860,107	$	1,922,603
Weighted average number of common shares		58,065,635		40,289,959		25,101,402
Basic and diluted loss per share	$	0.07	$	0.05	$	0.08

As at December 31, 2016, the Company had 4,753,000 share options (December 31, 2015 - 2,940,000; June 30, 2015 – 1,551,250) and 2,018,877 share purchase warrants (December 31, 2015 - 4,835,000; June 30, 2015 - Nil) outstanding, all of which were anti-dilutive because the Company was in a loss position for the year ended December 31, 2016, the six-month period ended December 31, 2015 as well as the year ended June 30, 2015.

18.	Financial instruments

	The Company’s financial instruments consist of cash, marketable securities, amounts receivable, deposits, and accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values, unless otherwise noted.

	The following summarizes fair value hierarchy under which the Company’s financial instruments are valued:

Level 1 – fair values based on unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – fair values based on inputs that are observable for the asset or liability, either directly or indirectly; and
Level 3 – fair values based on inputs for the asset or liability that are not based on observable market data.

As at December 31, 2016 the only financial instruments measured at fair value were the Company’s marketable securities, which were classified under level 1 of the fair value hierarchy (note 7 (a)).

No transfer occurred between the levels during the year.

The Company’s financial instruments are exposed to credit risk, liquidity risk, and market risks, which include currency risk and interest rate risk.

	(a)	Credit risk

		Credit risk is the risk that a third party fails to discharge its obligations under the terms of the financial contract and causes a financial loss for the Company. The Company’s credit risk is attributable to its cash and cash equivalents, amounts receivable, deposits. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash and cash equivalent balances in highly rated Canadian financial institutions. The Company considers the risk of loss associated with cash and cash equivalents to be low.

		The Company also has credit risk exposure in relation to its receivables from goods and service tax (“GST”) from the Canadian government. Management is confident that their carrying values are recoverable in full and this risk is minimal.

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

18.

Financial instruments (continued)

	(b)	Liquidity risk

		Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure.

		Trade and other payables are due within twelve months of the statement of financial position date.

	(c)	Other price risk

		Other price risk is the risk arising from the effect of changes in market conditions on the Company’s marketable investments (note 7 (a)). The Company is exposed to other price risk thought its held for trading investment in BVA, which is listed on the TSX Venture Exchange, and acquired as part of the acquisition of Homestake (note 4).

		A 10% increase or decrease in the BVA share price would not have a material impact on the Company’s net loss.

	(d)	Market risk

		This is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Significant market risks to which the Company is exposed are as follows:

	(i)	Foreign currency risk

		The Company is exposed to currency risk by having balances and transactions in currencies that are different from its functional currency (the Canadian dollar). As at December 31, 2016, the Company held net financial liabilities denominated in US dollars in the amount of US$17,700 (December 31, 2015 – net liabilities of US$109,071).

		As at June 30, 2015, the Company held net financial liabilities denominated in Australian and US dollars in the amount of AUD$10,800 and US$29,205 respectively.

		A 10% increase or decrease in the US dollar exchange rate would not result in a material increase or decrease in the Company’s net loss of approximately.

	(ii)	Interest rate risk

		Interest rate risk is the risk arising from the effect of changes in prevailing interest rates on the Company’s financial instruments. The Company’s exposure to interest rate risks is limited to potential increases or decreases on the interest rate offered on cash and cash equivalents held at chartered Canadian financial institutions, which would result in higher or lower relative interest income. This risk is considered to be minimal.

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Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

19.

Income taxes

	(a)	Tax losses

		The Company has accumulated non-capital losses of approximately $41,718,602 (December 31, 2015 – $20,221,140) in Canada, which may be carried forward to reduce taxable income of future years. The non-capital losses will, if unused, expire in:

Year of expiry		Total

2023	$	72,355
2024		666,630
2025		1,568,397
2026		2,098,579
2027		2,198,071
2028		3,219,633
2029		4,361,252
2030		3,957,677
2031		2,871,191
2032		2,355,328
2033		7,974,089
2034		3,841,334
2035		2,052,288
2036		4,481,778
	$	41,718,602

The Company has also non-capital losses in Peru of $130,889 (December 30, 2015 - $Nil), which, if unused, will expire in 2020.

The Company has also accumulated capital losses $661,070 (December 31, 2015 – $13,150,272) in Canada which may be carried forward indefinitely and used to reduce capital gains in future years.

	(b)	Income tax recovery provision

		The reconciliation of the income tax provision computed at statutory rates to the reported income tax provision is:

		Year ended			Six months ended			Year ended
		December 31,			December 31,			June 30,
		2016			2015			2015
Loss before income taxes	$	(4,255,233	)	$	(1,847,107	)	$	(1,922,603	)
Canadian federal and provincial income tax rates		26%			26%			26%
Expected income tax recovery		(1,106,361	)		(479,988	)		(499,877	)
Increase (decrease) in income tax recovery resulting from:
Share-based compensation		554,009			158,917			69,126
Share issuance costs		(525,137	)		(42,594	)		(35,067	)
Unrecognized changes in fair value of marketable securities		(35,100	)		(160,550	)		(26,000	)
Non-deductible expenditures		210,854			1,935			108,550
Elimination of capital losses		2,056,386			-			-
Adjustment to tax estimates		1,637			54,303			192,905
Amortization of flow-through share premium		(602,946	)		-			-
Flow-through expenditures renunciation		2,325,649			-			-
Other		46,721			157			9,673
Increase (decrease) in unrecognized tax asset		(2,925,712	)		480,820			102,690
Income tax recovery	$	-		$	13,000		$	(78,000	)

31 of 34

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

19.

Income taxes (continued)

(c)

Significant components of the deferred tax assets and liabilities are:

		December 31,									Acquisition of			December 31,
		2015			Net loss			Equity			Homestake			2016
Deferred Income tax assets
Non-capital losses carried forward	$	5,257,852		$	1,269,194		$	-		$	4,353,822		$	10,880,868
Capital losses carried forward		2,099,356			(2,056,386	)		-			-			42,970
Share issuance costs & CEC		95,193			-			385,360			19,505			500,058
Investments		-			19,005									19,005
Site reclamation obligations		286,024			168,085						-			454,109
Property, plant & equipment		12,077			56,470			-						68,547
		7,750,502			(543,632	)		385,360			4,373,327			11,965,557
Deferred income tax liabilities
Mineral property interests		(933,191	)		(2,764,159	)		-			(908,064	)		(4,605,413	)
FX on intercompany		-			(3,281	)		-			-			(3,281	)

Net deferred tax assets		6,817,312			(3,311,072	)		385,360			3,465,263			7,356,863
Unrecognized deferred tax assets		(6,817,312	)		3,311,072			(385,360	)		(3,465,263	)		(7,356,863	)
Net deferred tax balance	$	-		$	-		$	-		$	-		$	-

														Acquisition
		June 30,												of North			December
		2015			Net loss			Equity			OCI			Coun try			31, 2015
Deferred Income tax assets
Non-capital losses carried forward	$	902,901		$	584,501		$	-		$	-		$	3,770,450		$	5,257,852
Capital losses carried forward		86,111			(43,141	)		-			-			2,056,386			2,099,356
Share issuance costs & CEC		33,868			-			1,777			-			59,548			95,193
Site reclamation obligations		-			1,617			-			-			284,407			286,024
Property, plant & equipment		-			12,077			-			-			-			12,077
		1,022,880			555,054			1,777			-			6,170,791			7,750,502
Deferred income tax liabilities
Mineral property interests		244,674			(180,011	)		-			-			(997,854	)		(933,191	)
Investments		(104,000	)		-			-			104,000			-			-

Net deferred tax assets		1,163,554			375,043			1,777			104,000			5,172,937			6,817,312

Unrecognized deferred tax assets		(1,163,554	)		(375,043	)		(1,777	)		(104,000	)		(5,172,937	)		(6,817,312	)
Net deferred tax balance	$	-		$	-		$	-		$	-		$	-		$	-

32 of 34

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

19.

Income taxes (continued)

(c)

Significant components of the deferred tax assets and liabilities are (continued):

		June 30,						Equity			OCI			June 30,
		2014			Net loss									2015
Deferred income tax assets:
Cumulative eligible capital deduction	$	143		$	29		$	-		$	-		$	172
Non-capital losses carried forward		675,146			227,755			-			-			902,901
Capital losses carried forward		85,939			-			-			-			85,939
Share issuance costs		11,974			-			21,894			-			33,868
Mineral property interests		-			244,674			-			-			244,674
		773,202			472,458			21,894			-			1,267,554
Deferred tax liabilities:
Investments		-			(26,000	)		-			(78,000	)		(104,000	)
		773,202			446,458			21,894			(78,000	)		1,163,554
Offset of deferred tax (liabilities) assets					(78,000	)		-			78,000			-
Unrecognized deferred tax assets		(773,202	)		(368,458	)		(21,894	)		-			(1,163,554	)
Net deferred tax balance	$	-		$	-		$	-		$	-		$	-

20.

Management of capital

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue acquisition, exploration and development of resource properties, and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. The capital of the Company is determined as follows:

		December 31, 2016		December 31, 2015		June 30, 2015
Equity	$	61,947,664	$	29,417,236	$	8,384,563
Less cash and cash equivalents		2,456,788		3,701,317		4,241,448
	$	59,490,876	$	25,715,919	$	4,143,115

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may issue new shares or debt, acquire or dispose of assets or adjust the amount of cash and investments.

In order to maximize ongoing development efforts, the Company does not pay out dividends, does not have any long-term debt and is not subject to any externally imposed capital requirements.

The Company currently has sufficient working capital and is able to meet its ongoing current obligations as they become due. However, the Company will likely require additional capital in the future to meet its project related expenditures. Future liquidity will depend upon the Company’s ability to arrange additional debt or equity financing, as the Company relies on equity financings to fund its exploration and corporate activities.

33 of 34

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Year ended December 31, 2016, six months ended December 31, 2015 and year ended June 30, 2015

21.	Commitments and contractual obligations

	As at December 31, 2016, the Company entered into certain drilling contracts relating to the exploration activities at Committee Bay project pursuant to which the Company is required to make staggered advanced payments totaling $1,000,000 by February 28, 2017. These advanced payments have been paid subsequent to December 31, 2016.

22.	Subsequent events

	a)	On January 24, 2017, the Company completed a brokered equity offering (the “Offering”) of 9,542,402 common shares. The placement consisted of 4,590,818 flow-through common shares (“FT Share”) at a price of $5.01 per FT Share and 4,951,584 common shares (“Common Shares”) at a price of $3.67 per Common Share, for total gross proceeds of approximately $41,172,311.

		Goldcorp Inc. purchased all of the Common Shares of the Offering through intermediaries for $35,020,615, thereby acquiring 12.5% of the Company.

	b)	On February 15, 2017 the Company announced the acquisition of certain prospecting permits along the Gibsons MacQuoid greenstone belt located in Nunavut, Canada. Total costs amounted to approximately $100,000. The permits encompass approximately 120 km of strike length of the prospective greenstone belt. The acquisition of the prospecting permits provides the Company exploration rights over the area for a total of three years with the exclusive right to stake minerals claims within the area.

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(An exploration stage company)

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF AURYN RESOURCES INC.

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2016

Dated: March 28, 2017

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

HIGHLIGHTS FOR THE YEAR ENDED DECEMBER 31, 2016 AND THE PERIOD UP TO MARCH 28, 2017

Corporate highlights

	•	In February 2017, the Company acquired 19 prospecting permits along the Gibsons MacQuoid greenstone belt located in Nunavut, Canada. These permits are located between the Meliadine deposit and Meadowbank mine and encompass approximately 120 km of strike length of the prospective greenstone belt and total 329,000 hectares collectively.

	•	On January 24, 2017, the Company completed a brokered equity offering of 9,542,402 common shares for total gross proceeds of approximately $41.2 million involving Goldcorp Inc. as the primary investor.

	•	In November 2016, premier mining financier, Michael Kosowan was appointed to the Board of Directors.

	•	In October 2016, the Company shares commenced trading on the Toronto Stock Exchange.

	•	In September 2016, the Company acquired all of the outstanding shares of Homestake Resource Corporation and the rights to its wholly owned Homestake Ridge project located in the Kitsault Mineral district in northwestern British Columbia. The project contains a high-grade gold and silver resource with significant room for expansion.

	•	During the year, the Company acquired a significant exploration portfolio in southern Peru through option agreements on the Huilacollo, Baños del Indio and Sombrero projects.

	•	In May 2016, the Company raised gross proceeds of $15.0 million pursuant to a bought deal prospectus offering of 4,285,714 non flow-through shares and 4,732,700 flow-through shares.

Operational highlights

	•	In February 2017, the Company released results from its initial geochemical program at the Sombrero skarn- porphry gold-copper oxide project located in southern Peru. Trenching results include 53 meters of 1.75g/t Au (including 14 meters of 5.23g/t Au) of oxide mineralization at the margin of a newly discovered 2.3 kilometer by 500 meter gold-in-soil anomaly. In addition, the mineralized footprint of the Sombrero project was significantly expanded with selective grab samples returning up to 7.54g/t gold and 16.0 % copper in areas that have not been sampled historically.

	•	In January 2017, the Company announced the discovery of two new gold-in-soil anomalies at its Huilacollo project in southern Peru. These anomalies were defined in the southern half of the project area and are 1300 meters by 250 meters and 550 meters by 150 meters, respectively. This discovery is in addition to the existing known mineralization located in the northwest portion of the project where previously drilling has defined an area of continuous gold oxide mineralization.

	•	During Q3 of 2016, the Company successfully completed a belt wide exploration program across the Committee Bay Gold Project. The program covered over 250 km of the nearly 300 km long greenstone belt and based on the results, the Company identified 17 high priority drill ready targets.

< Refer to the page 3 for cautionary wording concerning forward-looking information>

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.1

Date and forward-looking statements

The effective date of this MD&A is March 28, 2017.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.2	Overall performance

1.2.1	Description of business

1.2.2

Committee Bay Project

Figure 1 – regional map showing the location of the Committee Bay project, adjacent mineral operations and local communities.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.2.2

Committee Bay Project (continued)

Ownership

Mineral Resources

Class		Cut off grade	Tonnes	Gold grade	Contained Au
		(g/t Au)	(t)	(g/t Au)	(oz)
April 2013	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

April 2013 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

•

See section 1.2.4 for cautionary language concerning mineral resources

The Three Bluffs deposit remains open along strike and at depth. Future programs will aim to significantly expand upon the current resource.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.2.2

Committee Bay Project (continued)

Acquisition

The Committee Bay project was acquired through the Company’s acquisition of North Country effective September 25, 2015 for a total purchase price of approximately $18.4 million.

The North Country acquisition was accounted for as an asset acquisition and transaction costs associated with the acquisition totaling $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.

2016 Drilling and Exploration Programs

The Company’s 2016 exploration programs at the Committee Bay Project include both regional exploration and targeted drill testing. These programs commenced in June 2016 and continued until early September 2016 at a total cost of $13.1 million, which includes $1.6 million of 2017 resupply and staging costs discussed below.

The Company completed a major screening of the Committee Bay greenstone belt with approximately 10,000 meters of rotary air blast (“RAB”) drilling, 3,750 meters of diamond drilling at the Three Bluffs deposit, 5,500 regional till samples, 3,100 XRF till samples, 1,000 line kilometers of mapped boulders and 3,500 square kilometers of drone imagery over an 8 week field season covering an estimated 85% of the belt.

RAB Drilling Results

The RAB drilling undertaken this year was designed to test new target structures underneath till cover and to drill the source rock of gold in till anomalies and mineralized boulder trains. The results from the program include the following highlights from Anuri, Muskox and West Plains target areas listed in the table below.

Target Area	Hole ID	From (meters)	To (meters)	Length (meters)	Grade Au g/t
Anuri	16ARR003	36.58	50.29	13.71	1.91
		108.21	112.78	4.57	1.48
Anuri	16ARR002	153.92	173.74	19.81	0.81
Anuri	16ARR016	92.96	100.58	7.62	1.05
Anuri	16ARR022	39.62	48.77	9.14	1.04
Muskox	16MXR002	96.01	103.63	7.62	0.4
Muskox	16MXR005	62.48	65.53	3.05	2.02
West Plains	16WPR047	79.25	83.82	4.6	1.86

The structure intersected at Anuri is interpreted by Auryn to be a secondary structure based on the discovery of a new high-grade boulder train that has a source along a prominent regional north-south trending fault zone adjacent to the 2016 drilling area. The top 5 samples from the new boulder train are as follows: 45.9g/t Au, 41.5g/t Au, 33.3g/t Au, 14.55g/t Au, and 12.65g/t Au.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.2.2

Committee Bay Project (continued)

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.

Target Area	Hole ID	Nearest drill hole (meters)	From (meters)	To (meters)	Length (meters)	Grade Au g/t
Antler	16AN043	240
Antler	16AN044	190	443	452	9	3.43
	including		444	477	3	7.44
Three Bluffs	16TB147	150	419	442	23	2.5
	including		430	433	3	7.01
Three Bluffs	16TB148	110	465	476	11	1.73
			552	566	14	1.73
			600	601	1	10.95
Three Bluffs	16TB149	250	777	807	30	2.12
	including		801	806	5	7.01

Figure 2 – Illustrates belt wide exploration through till sampling and drone imagery acquisition. 2016 drill targets are highlighted by the red polygons.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.2.2

Committee Bay Project (continued)

2017 Resupply and Staging Operations

In preparation of future drill campaigns at Committee Bay, the Company has purchased and mobilized approximately $1.6 million of supplies, including 4,000 drums of fuel, via summer barges. This approach will significantly lower the overall cost of fuel delivered to the project site and provide the flexibility to expand operations as required.

1.2.3

Homestake Ridge Project

The Homestake Ridge project is located in the Kitsault Mineral district in north-western British Columbia and covers approximately 7,500 hectares.

Acquisition

The Homestake Ridge project is held 100% by Auryn and is subject to various royalty interests held by unrelated third parties.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.2.3

Homestake Ridge Project (continued)

Mineral Resources

Table 1: Combined Main Homestake, Homestake Silver and South Reef Resources at incremental $NSR/T cut-offs

Results of Enhanced Metallurgical Testing

Subsequent to the acquisition of Homestake on September 7, 2016, the Company completed enhanced metallurgical testing under the direction of TS Technical Services Ltd. And Base Metallurgical Laboratories Ltd. Results from the preliminary metallurgical tests showed strong metallurgical recoveries and the ability to produce high value copper and lead concentrates from both the Homestake Main and Homestake Silver zones respectively. The lead concentrate of 26.5% Pb produced from the silver zone composites contained 789 g/t Au and 12,100 g/t Ag while the copper concentrate of 25.7% Cu produced from the gold zone composites contained 387g/t Au and 652g/t Ag. For more details on the test results see the news release dated November 14, 2016.

1.2.4

Peruvian Exploration Projects

Sombrero Gold-Copper Project

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.2.4

Peruvian Exploration Projects (continued)

2016 Exploration Results

In December 2016, Auryn undertook a two week reconnaissance sampling program 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.

In addition, results from the northern most trench sampled during the program returned three distinct zones of oxide gold mineralization 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

These intervals are estimated to be 35 – 50% of true width based on limited observations of northerly trending structures within the trench.

Baños del Indio

			Property
Due Dates			Payments		Work Expenditures
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

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.2.4

Peruvian Exploration Projects (continued)

Huilacollo Option

		Property
Due Dates		Payments	Work Expenditures
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

2016 Exploration Results

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.

Curibaya

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.2.5

Overall program analysis and economics

During the twelve months ended September 30, 2016, the Company spent $33,605,887 in exploration and acquisition expenditures at its mineral interests, including $16,060,125 on the acquisition of Homestake, as detailed in the table below:

				Homestake
		Committee Bay		Ridge		Peru		Total
Balance as at December 31, 2015	$	24,354,267	$	-	$	749,092	$	25,103,359
Acquisition costs
Additions:
Acquisition of Homestake		-		16,060,125		-		16,060,125
Other acquisition costs		39,106		60,000		1,145,479		1,244,585
Exploration and evaluation costs
Additions:
Drilling and sampling		2,660,672		-		43,405		2,704,077
Environmental & community		252,928		-		76,863		329,791
Geophysics and targeting		667,529		-		13,907		681,436
Logistics		4,525,601		17,732		83,423		4,626,756
Project overhead		2,762,856		16,546		307,674		3,087,076
Wages and consultants		2,795,806		21,773		535,831		3,353,410
Change in site reclamation asset		621,272		-		-		621,272
Geological consulting services		1,044,651		21,156		160,411		971,385
Geophysical analysis		667,529		-		43,405		2,704,077
Share-based compensation		785,823		25,151		76,863		329,791
Currency translation adjustment		-		-		32,006		32,006
Balance as at December 31, 2016	$	39,465,860	$	16,201,327	$	3,148,091	$	58,815,278

1.2.6

Qualified Persons and Technical Disclosures

Michael Henrichsen, P. Geo., Chief Operating Officer of Auryn, is the Qualified Person with respect to the technical disclosures in this MD&A.

Committee Bay 2016

Analytical samples were taken using 1/8 of each 5ft (1.52m) interval (chips) and sent to ALS Lab in Yellowknife, NWT for preparation and then to ALS Lab in Vancouver, BC for analysis. All samples are assayed using 50g nominal weight fire assay with atomic absorption finish (Au-AA26) and multi-element four acid digest ICP-AES/ICP-MS method (ME-MS61). QA/QC programs using internal standard samples, field and lab duplicates, re-assays, and blanks indicate good accuracy and precision in a large majority of standards assayed.

Intercepts were calculated using a minimum of a 0.25 g/t Au cut off at beginning and end of the intercept and allowing for no more than four consecutive samples (six meters) of less than 0.25 g/t Au. True widths of the reported intercepts are believed to be approximately 60% of the drilled widths.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.2.6

Qualified Persons and Technical Disclosures (continued)

Trenches 2016 (Sombrero, Peru):

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.

Cautionary Note About Mineral Resources:

The Homestake Ridge resource estimate was prepared by RPA. (see 43-101 report dated June 7, 2013 as filed under Homestake Resource’s Sedar profile at www.sedar.com).

1.3

Selected annual information

		Twelve Months		Six Months		Twelve months
		December 31, 2016		December 31, 2015		June 30, 2015

Comprehensive loss for the period	$	4,225,764	$	2,382,107	$	1,400,603
Net loss for the period	$	4,255,233	$	1,860,107	$	1,922,603
Basic and diluted loss per share	$	0.07	$	0.05	$	0.08
Total assets	$	64,512,409	$	31,031,214	$	8,797,284
Total long-term liabilities	$	1,746,572	$	1,100,093	$	-
Cash dividends per share		-		-		-

The Company generated no revenues from operations during the above periods.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.4

Discussion of Operations

Twelve months ended December 31, 2016 and six months ended December 31, 2015

The following section of this MD&A reviews and discusses the Company’s consolidated statement of comprehensive loss for the twelve months ended December 31, 2016 as compared to the six months ended December 31, 2015. Management has determined that comparing the current year to the previous six-month period is a more effective metric than in using a historic twelve-month period due to the recent growth and expansion of the Company’s operations.

During the twelve months ended December 31, 2016, the Company reported a net loss of $4,255,233 and loss per share of $0.07 compared to $2,382,107 and $0.05, respectively, for the six months period ended December 31, 2016.

Significant variances are discussed as follows:

	(1)	During the twelve months ended December 31, 2016, the Company incurred $6,359,842 in administrative expenses. On a pro-rated basis this represents a 46% increase over the comparable period. This increase is attributable to additional corporate, office and administration, share-based compensation, legal and travel costs in support of the Committee Bay project, Homestake Ridge, the Peruvian operations and project investigation activities. Costs in the same period for the prior year did not yet include any support for Committee Bay which was purchased at the end of the comparative period.
	(2)	The significant increase in wages and consulting fees on a per month basis relates to the addition of executive level and support personnel at the Company’s office in Vancouver.
	(3)	On July 21, 2016, the Company granted 2,355,000 incentive stock options to directors, officers, employees and others. Share-based compensation of $2,049,120 was recorded within administration costs in relation to this grant and the amortization of the options granted in August 2015. In the comparative period, the Company granted 1,280,000 stock options to directors, officers, employees and others and recorded share- based compensation of $611,219.
	(4)	Travel, marketing and investor relation costs totalled $1,024,218 for the twelve months ended December 30, 2016 ($433,196– six months ended December, 2015, pro-rated increase of 18%) relating to investor shows and conferences attended. This was an increase on the previous periods and tied to the Company’s larger market capitalization and increased project portfolio.
	(5)	Total project investigation costs for the twelve months ended December 31, 2016 were $224,378 compared to $114,020 in the comparative period. On a pro-rated basis, this reflects a 2% decrease in the current period. For both periods, the expenditures relate to reduced levels of investigative activities as the Company focused on Committee Bay, the acquisition of Homestake and acquisitions in Peru.
	(6)	During the twelve months ended December 31, 2016, the Company recorded a net loss of $11,190 which included a $135,000 gain realized on the Homestake shares the Company held prior to the acquisition, partially offset by a $146,190 mark to market loss on shares of Bravada Gold Corporation which were acquired as part of the net assets of Homestake. During the six months ended December 31, 2015, the Company realized a gain of $435,000 on its investment in North Country common shares on completion of the acquisition.
	(7)	During the twelve months ended December 31, 2016, the Company recorded other income of $2,319,023 related to the amortization of the flow-through premium created in connection with the Company’s May 2016 prospectus offering (see section 1.6/1.7).

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.4

Discussion of Operations (continued)

Future Operations and 2017 Expenditure Forecast

The Company guidance for 2017 is to expend approximately $35 to $ 45 million across its portfolio of exploration projects.

	•	At Committee Bay, a 25,000 meter regional RAB drill program has been design to test multiple targets across the belt. This work in combination with further geophysical and geochemical surveys is expected to cost approximately $18 million. The first material expenditures under the program are expected to be incurred towards the end of Q1 when the Company will be opening its Hayes Camp and mobilizing approximately 4,000 barrels of fuel and other supplies.

	•	On the Company’s recently acquired Gibson MacQuiod belt, an initial geochemical till survey has been planned to systematically screen the entire land package. The estimated cost for this work including logistical support is expected to be $1.7 million

	•	At the Homestake Ridge project, the Company has a planned a 15,000 meter drill program targeting extensions of the existing mineralization at Homestake Main, Homestake Silver and South Reef and discovery based drilling at the Slide Zone and across the Eskay and Homestake trends. The estimated cost for this work including logistical support and geochemical and geophysical vectoring is expected to be $7.8 million.

	•	Within Peru, an initial targeting program of $2.8 million has been approved by the Company’s board of directors with a goal of advancing Sombrero, Huilacollo and Baños del Indio to a drill ready state by the end of Q2. At that stage the Company will embark upon an aggressive drill strategy, the details of which are currently being finalized.

1.5

Summary of quarterly results

Three months ended	Interest and	Net income		Comprehensive		Earnings (loss)
	other income	(loss)		income (loss)		per share
	$	$		$		$
December 31, 2016	12,329	(2,262,717	)	(2,230,287	)	(0.03	)
September 30, 2016	24,359	144,462		140,361		0.00
June 30, 2016	22,060	(1,020,627	)	(1,019,487	)	(0.02	)
March 31, 2016	8,010	(1,116,351	)	(1,116,351	)	(0.02	)
December 31, 2015	8,814	(1,186,038	)	(1,186,038	)	(0.02	)
September 30, 2015	14,355	(674,069	)	(1,196,069	)	(0.01	)
June 30, 2015	38,106	(567,492	)	(45,492	)	(0.02	)
March 31, 2015	3,813	(436,711	)	(436,711	)	(0.01	)

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.5

Summary of quarterly results (continued)

During the last eight quarters, the Company’s net income (loss) has ranged between net income of $144,462 and a net loss of $2,262,717. The Company’s losses and expenditures have generally increased during this period as the Company has progressed from project investigation and acquisition to exploration and development. The reason for the decrease in loss in the three-month period ended September 30, 2016 is in relation to the amortization of the flow through shares that offsets the net loss. In addition, comprehensive loss for the period ended June 30, 2015 comparatively decreased due to the recognition of an unrealized gain resulting from the revaluation of the North Country investment. This accumulated gain was then recognized during the three months ended September 30, 2015. Also, during the three months ended March 31, 2015, the Company recognized a one-time gain of $200,000 due to the initial recognition of the investment in North Country, which reduced the net loss on that period.

1.6/1.7

Liquidity and capital resources

As at December 31, 2016, the Company had cash and cash equivalents of $2,456,788 and working capital of $2,977,539. Current liabilities as at December 31, 2016 include accounts payable and accrued liabilities of $818,173, which have primarily been incurred in connection with the exploration and acquisition activities within the Company’s Committee Bay, Homestake Ridge and Peru projects and maintaining the Company’s public listing in good standing.

During the twelve months ended December 31, 2016, the Company expended net cash of $5,067,099 in operating activities compared to $913,735 during the comparative period in the prior year. The Company also expended $16,241,555 in investing activities during the twelve-month period predominantly on program costs from its Committee Bay and Peruvian projects.

During the twelve months ended December 31, 2016, the Company raised net proceeds of $20,164,362 in financing activities through the issuance of common shares compared to $5,638,810 in the comparative period in the prior year.

The Company’s current working capital is sufficient for the Company to meet its immediate liquidity requirements as well as those for the next twelve months.

Contractual Commitments

As at December 31, 2016, the Company entered into certain drilling contracts relating to the exploration activities at Committee Bay project pursuant to which the Company is required to make staggered advanced payments totalling $1,000,000 by February 28, 2017. These advance payments have been made subsequent to December 31, 2016.

Common shares issued

May 2016 Prospectus Offering

A summary of the intended use of the net cash proceeds of $13,650,731 is presented as follows:

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.6/1.7

Liquidity and capital resources (continued)

Use of Proceeds: Proposed 12 Month		Intended Use of	Actual Use of	(Over)/under
Budget		Proceeds of the	Proceeds of the	expenditure
		Offering	Offering to
			September 30, 2016
2016 Committee Bay Project Exploration Program (Flow Through eligible):		$8,944,803	$11,660,891	($2,716,088)
•	Airborne electromagnetic surveys
•	8,000 to 12,000 metres of drilling
•	Comprehensive till survey
•	Logistics and staging for 2016 programs
•	Advanced staging for 2017 programs
2016 Committee Bay Exploration Program (Non-Flow Through eligible)		$750,000	$39,106	$710,894
•	Claim staking program
•	Equipment and camp maintenance
•	Project administration and holding costs
General Working Capital		$3,955,928	$1,950,734	$2,005,194
Total		$13,650,731	$ 13,650,731	$ 0
Explanation of variances and the impact of variances on the ability of the Company to achieve its business objectives and milestones.			The Company drilled in excess of 13,000 metres at Committee Bay in 2016, as a result exploration expenditures were higher than originally anticipated. These additional funds we utilised from the Company’s excess general working capital.

Other Issuances

On September 16, 2015, the Company completed a non-brokered private placement for gross proceeds of $5,802,000 by issuing 4,835,000 units of the Company at a price of $1.20 per unit. Each unit consisted of one common share and one common share purchase warrant. 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. In the event that the Company’s common shares trade at a closing price on the TSX Venture Exchange 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. Total broker commissions paid under the offering were $119,250.

A reconciliation between the intended use of proceeds and their actual is presented below:

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.6/1.7

Liquidity and capital resources (continued)

Intended Use of Proceeds of			Actual Use of Proceeds from September 2015			(Over)/under
September 2015 Private Placement			September Private Placement until May 3, 2016			expenditure
Offering Expenses		$164,000	Offering Expenses		$164,000	-
Further development of the		$2,500,000	Further development of the		$2,298,372	$202,067
Committee Bay Project:			Committee Bay Project:
•	Spring 2016 Mobilization		•	Spring Mobilization 2016
•	Regional staking programs		•	Regional programs staking
•	Geophysical surveys		Geophysical surveys
Peruvian Exploration Project		$1,500,000	Peruvian Exploration Project		$635,267	$864,733
General working capital		$1,638,000	General working capital		$1,952,142	$(314,142)
Total		5,802,000	Total		$5,049,781	$ 752,658
Explanation of variances and the impact of variances on the ability of the Company to achieve its business objectives and milestones			The Company’s expenditures within Committee Bay were in line with expectation. Delays in deal completion in Peru resulted in lower than expected expenditure on those projects.

Other sources of funds

As at December 31, 2016, the other sources of funds potentially available to the Company are through the exercise of outstanding stock options and share purchase warrants with terms as follows:

Stock Options			Outstanding			Exercisable
Expiry date	Number of	Exercise price	Remaining	Number of	Exercise price	Remaining
	options		contractual	options		contractual
			life (years)			life (years)
Feb 17, 2019	1,117,000	0.51	2.13	1,170,000	0.51	2.13
Aug 17, 2020	1,228,000	1.30	3.63	1,068,000	1.30	3.63
June 21, 2021	2,355,000	2.63	4.47	1,177,500	2.63	4.47
	4,753,000	1.77	3.68	3,415,500	1.49	3.41

Expiry date	Number of warrants		Exercise price
August 5, 2017	183,229	$	0.85
August 14, 2017	67,645		0.85
September 16, 2017	1,737,500		1.70
May 4, 2018	30,503		1.40
	2,018,877	$	1.59

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.8

Off-balance sheet arrangements

The Company does not utilize off-balance sheet arrangements.

1.9

Transactions with related parties

(a)

Related parties

Universal Mineral Services Ltd. ¹		Year ended		Six months ended
		December 31, 2016		December 31, 2015
Included in the statement of operations:
Consulting fees, directors' fees, wages and benefits	$	323,134	$	226,345
Legal and professional fees		1,148		849
Office, rent and administration		400,910		221,777
Regulatory, transfer agent and shareholder information		10,383		-
Travel, marketing and investor relations		9,590		133,597
Project investigation costs		260		23,571
Capitalized to mineral property interests:
Committee Bay		21,866		69,990
Homestake		2,362		-
Peru		49,938		40,154
Total transaction for the periods	$	819,591	$	716,283

Universal Mineral Services Ltd., (“UMS”) is a private company with directors and officers in common that, pursuant to an agreement dated December 30, 2015, provides office space and geological and administrative services to the Company on a cost recovery basis. The outstanding balance owing at December 31, 2016 was $132,988 (December 31, 2015 – $119,781).

	(b)	Compensation of key management personnel

		During the period, compensation to key management personnel was as follows:

		Year ended		Six months ended
		December 31, 2016		December 31, 2015
Short-term benefits	$	1,379,502	$	408,007
Share-based payments		1,350,995		406,028
	$	2,730,497	$	814,035

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.10

Fourth Quarter and Subsequent Events

Three months ended December 31, 2016 and 2015

During the three months ended December 31, 2016, the Company reported net loss of $2,262,717 and loss per share of $0.03 compared to a net loss of $1,086,038 and a loss per share of $0.02 for the three months ended December 31, 2015.

Significant variances are discussed as follows:

	(1)	During the three months ended December 31, 2016, the Company incurred $2,114,144 in administrative expenses, an increase of $1,011,865 over the three-month period in the prior year. This increase is attributable to additional Consulting fees, directors' fees, wages and benefits, share-based compensation, and Travel, marketing and investor relations costs. The increase relates to additional personnel and overhead added subsequent to the acquisition of Homestake and the Company’s interests in Peru.

	(2)	During the three months ended December 31, 2016, as discussed above, the Company recorded $433,363 in share-based compensation expense related to the amortization of stock options granted during 2016 and $838,681 in consulting fees, director fees, wages and benefits. Both amounts were considerable higher than for the three month period ended December 31, 2015 due to additional personnel as well as bonuses paid during the forth quarter of 2016 where none were paid in 2015.

Subsequent Events

	a)	On January 24, 2017, the Company completed a brokered equity offering (the “Offering”) of 9,542,402 common shares. The placement consisted of 4,590,818 flow-through common shares (“FT Share”) at a price of $5.01 per FT Share and 4,951,584 common shares (“Common Shares”) at a price of $3.67 per Common Share, for total gross proceeds of approximately $41,172,311.46.

		Goldcorp Inc. purchased all of the Common Shares of the Offering, thereby acquiring 12.5% of the Company.

	b)	On February 15, 2017 the Company announced the acquisition of certain prospecting permits along the Gibson MacQuiod greenstone belt located in Nunavut, Canada. The permits encompass approximately 120 km of strike length of the prospective greenstone belt. The acquisition of the prospecting permits provides the Company exploration rights over the area for a total of three years with the exclusive right to stake minerals claims within the area.

1.11

Proposed Transactions

None

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.12

Critical Accounting Estimates

Key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are:

	i.	Share-based compensation

		The Company determines the fair value of stock options granted using the Black-Scholes option pricing model. This option pricing model requires the development of market-based subjective inputs, including the risk-free interest rate, expected price volatility and expected life of the option. Changes in these inputs and the underlying assumption used to develop them can materially affect the fair value estimate.

		The fair values of the share options granted in 2016 and 2015 were estimated using the Black- Scholes option valuation model with the following assumptions:

	June 2016	August 2015
	Option Grant	Option Grant
Risk-free interest rate	0.66%	0.72%
Expected dividend yield	nil	nil
Stock price volatility	81%	106%
Expected life in years	4.00	5.00

	ii.	Deferred tax assets and liabilities

		Management judgment and estimates are required in assessing whether deferred tax assets and deferred tax liabilities are recognized in the consolidated statements of financial position. Judgments are made as to whether future taxable profits will be available in order to recognize deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. These depend on estimates of future production and sales volumes, commodity prices, reserves, operating costs, and other capital management transactions. These judgments and assumptions are subject to risk and uncertainty and changes in circumstances may alter expectations, which may impact the amount of deferred tax assets and deferred tax liabilities recognized on the consolidated statements of financial position and the benefit of other tax losses and temporary differences not yet recognized.

		The Company’s deferred tax assets and liabilities were determined using a future income tax rate in Canada of 26% and 29.5% in Peru.

	iii.	Reclamation obligations

		Management assesses its reclamation obligations annually and when circumstances suggest that a material change to the obligations have occurred. Significant estimates and assumptions are made in determining the provision for rehabilitation and site restoration, as there are numerous factors that will affect the ultimate liability payable. These factors include estimates of the extent, the timing and the cost of reclamation activities, regulatory change, cost increases, and changes in discount rates. Those uncertainties may result in actual expenditure differing from the amounts currently provided. The provision at the reporting date represents management’s best estimate of the present value of the future reclamation costs required. Changes to estimated future costs are recognized in the statement of financial position by adjusting the reclamation asset and liability.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.12

Critical Accounting Estimates (continued)

The present value of future estimated cash flows required to settle the site reclamation and closure obligation was estimated at $1,672,546. The key assumptions on which this estimate was based are:

	•	Undiscounted cash flow for site reclamation of $2,460,490 (December 31, 2015 - $1,567,532)
	•	Expected timing of future cash flows is based on mining leases expiration, which is between 2026 and 2033
	•	Annual inflation rate 2%
	•	Risk-free interest rate 2.31%

1.13

Changes in accounting policies including initial adoption

None

1.14

Financial instruments and other instruments

As at December 31, 2016, the Company’s financial instruments consist of cash and cash equivalents, marketable securities (including the Company’s investment in Bravada Gold Corporation), amounts receivable, deposits and accounts payables and accrued liabilities. The fair values of these financial instruments approximate their carrying values due to their short-term to maturity. The Company’s financial instruments are exposed to certain financial risks including, credit risk, currency risks, liquidity risk, interest rate risk and capital risk management. Details of each risk are laid out in the notes to the Company’s consolidated financial statements.

It has been determined that these risks, individually and in aggregate, are not material to the Company as a whole.

1.15

Other requirements

Capital structure

Authorized: Unlimited number of common shares
Number of common shares issued and outstanding as at March 28, 2017: 76,611,349
Number of common shares issued and outstanding as at December 31, 2016: 66,796,817

Share based options as at March 28, 2017:

Share-based options				O utstanding				Exercisable
Expiry date	Number of		Exercise	Remaining	Number of		Exercise	Remaining
	options		price	contractual	options		price	contractual
				life (years)				life (years)
Feb 17, 2019	1,170,000		0.51	1.89	1,170,000		0.51	1.89
Aug 17, 2020	1,196,750		1.30	3.39	1,196,750		1.30	3.39
June 20, 2021	2,310,000		2.63	4.23	1,132,500		2.63	4.23
January 10, 2022	440,000		3.22	4.79	110,000		3.22	4.79
	5,116,750	$	1.88	3.55	3,286,295	$	1.52	3.21

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Twelve Months Ended December 31, 2016

1.15

Other requirements (continued)

Share purchase warrants as at March 28, 2017:

Expiry date	Number of warrants		Exercise price
August 5, 2017	122,349	$	0.85
August 14, 2017	67,645		0.85
September 16, 2017	1,602,500		1.70
May 4, 2018	30,503		1.40
	1,822,997	$	1.61

Disclosure controls and procedures

On behalf of the Board of Directors,

“Shawn Wallace”

Shawn Wallace

President and Chief Executive Officer

March 28, 2017

A URYN 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

- 2 -

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

- 3 -

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

- 4 -

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;

- 5 -

•	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.

- 6 -

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.

- 7 -

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)

- 8 -

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.

- 9 -

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.

- 10 -

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 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:

- 11 -

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

- 12 -

	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 98 ^th 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.

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 km ² was surveyed in 2015 and approximately 3,150 km ² 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

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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.

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.

(Remainder of this page intentionally left blank)

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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 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.

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.

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.

(Remainder of page intentionally left blank)

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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

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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

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

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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.

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Trenches 2016 (Sombrero, Peru):

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

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

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2016 Exploration

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

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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

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 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.

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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

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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⁾
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, 3 ^rd 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:

- 66 -

	•	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.

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.

- 67 -

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 .

Form 52-109F1
Certification of Annual Filings
Full Certificate

I, Shawn Wallace, Chief Executive Officer of Auryn Resources Inc. , certify the following:

1.	*Review:* I have reviewed the AIF, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Auryn Resources Inc. (the “issuer”) for the financial year ended December 31, 2016 .

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

4.	*Responsibility:* The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings , for the issuer.

5.	*Design:* Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

		(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	*Control framework:* The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is based on Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2	*ICFR – material weakness relating to design:* N/A

5.3	*Limitation on scope of design:* N/A

6.	*Evaluation:* The issuer’s other certifying officer(s) and I have

	(a)	evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

	(b)	evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

		(i)	our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

		(ii)	N/A

7.	*Reporting changes in ICFR:* The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2016 and ended on December 31, 2016 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

8.	*Reporting to the issuer’s auditors and board of directors or audit committee:* The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: March 29, 2017

Signed “Shawn Wallace”

Shawn Wallace

Chief Executive Officer

Form 52-109F1
Certification of Annual Filings
Full Certificate

I, Peter Rees, Chief Financial Officer of Auryn Resources Inc. , certify the following:

1.	*Review:* I have reviewed the AIF, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Auryn Resources Inc. (the “issuer”) for the financial year ended December 31, 2016 .

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

4.	*Responsibility:* The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings , for the issuer.

5.	*Design:* Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

		(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	*Control framework:* The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is based on Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission.

5.2	*ICFR – material weakness relating to design:* N/A

5.3	*Limitation on scope of design:* N/A

6.	*Evaluation:* The issuer’s other certifying officer(s) and I have

	(a)	evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

	(b)	evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

		(i)	our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

		(ii)	N/A

7.	*Reporting changes in ICFR:* The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2016 and ended on December 31, 2016 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

8.	*Reporting to the issuer’s auditors and board of directors or audit committee:* The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: March 29, 2017

Signed “Peter Rees”

Peter Rees

Chief Financial Officer

(An exploration stage company)

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Nine Months Ended September 30, 2016 and 2015

Unaudited

(Expressed in Canadian dollars)
_______________________

Auryn Resources Inc.

Consolidated Statements of Financial Position

Unaudited - (Expressed in Canadian dollars)

		September 30,			December 31,
		2016			2015

Assets

Current assets:
Cash and cash equivalents (note 4)	$	6,813,069		$	3,601,317
Marketable securities (note 5)		651,211			–
Amounts receivable		536,318			322,332
Prepaid expenses and deposits		196,744			92,655
		8,197,342			4,016,304

Non-current assets:
Restricted cash (note 4)		115,050			100,000
Mineral property interests (note 6)		56,239,488			25,103,359
Equipment		1,816,042			1,811,551
Reclamation bond (note 3)		55,001			–
Total assets	$	66,422,923		$	31,031,214


Liabilities and Equity

Liabilities
Current liabilities:
Accounts payable and accrued liabilities	$	2,319,397		$	513,885

Non-current liabilities:
Provision for site reclamation and closure		1,118,951			1,100,093
Total liabilities	$	3,438,348		$	1,613,978

Equity:
Share capital	$	66,777,845		$	32,546,799
Equity reserves		5,690,137			4,358,367
Accumulated other comprehensive income		(2,961	)		–
Deficit		(9,480,446	)		(7,487,930	)
Total equity	$	62,984,575		$	29,417,236
Total liabilities and equity	$	66,422,923		$	31,031,214

Subsequent events (note 13)

Approved on behalf of the Board of Directors:

"Ivan Bebek"	"Shawn Wallace"
Director	Director

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Auryn Resources Inc.

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

Unaudited - (Expressed in Canadian dollars, except share amounts)

		Three months ended			Three months ended			Nine months ended			Nine months ended
		September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015

Administration expenses:
Consulting fees, directors' fees, wages and benefits	$	413,405		$	348,823		$	1,312,774		$	868,591
Legal and professional fees		51,630			19,031			118,387			58,821
Office, rent and administration		134,447			126,030			482,887			336,424
Regulatory, transfer agent and shareholder information		22,258			5,620			66,707			58,625
Share-based compensation (note 8(a))		635,429			379,491			1,615,757			444,147
Travel, marketing and investor relations		226,652			195,881			649,186			451,807
		1,483,821			1,074,876			4,245,698			2,218,415

Other expenses (income):
Project investigation costs		62,439			30,948			109,603			211,965
Accretion of provision for site reclamation and closure		6,313			–			18,858			–
Interest and other income		(24,359	)		(14,355	)		(54,429	)		(56,274	)
Amortization of flow-through share premium (note 7(b))		(1,651,843	)		–			(2,319,023	)		–
Gain on marketable securities (note 5)		(15,390	)		(435,000	)		(15,390	)		(635,000	)
Foreign exchange loss (gain)		(5,443	)		4,600			7,199			4,166
		(1,628,283	)		(413,807	)		(2,253,182	)		(475,143	)

Net income (loss) before income taxes		144,462			(661,069	)		(1,992,516	)		(1,743,272	)
Deferred income tax recovery (expense)		–			(13,000	)		–			65,000

Income (loss) for the period	$	144,462		$	(674,069	)	$	(1,992,516	)	$	(1,678,272	)

Other comprehensive income, net of tax
Items that may be reclassified subsequently to profit or loss:
Fair value (loss) gain on available-for-sale financial assets, net of tax	$	–		$	(87,000	)	$	–		$	435,000
Unrealized currency (loss) gain on translation of foreign operations		(4,101	)		–			(2,961	)		–
Realization of gain on available-for-sale financial assets		–			(435,000	)		–			(435,000	)

Other comprehensive loss for the period		(4,101	)		(522,000	)		(2,961	)		–

Total comprehensive income (loss) for the period	$	140,361		$	(1,196,069	)	$	(1,995,477	)	$	(1,678,272	)

Basic income (loss) per share (note 12)	$	0.00		$	(0.02	)	$	(0.04	)	$	(0.05	)
Diluted income (loss) per share (note 12)	$	0.00		$	(0.02	)	$	(0.04	)	$	(0.05	)

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Auryn Resources Inc.

Consolidated Statements of Changes in Equity

Unaudited - (Expressed in Canadian dollars, except share amounts)

								Accumulated other
	Number of		Share capital		Equity reserves			comprehensive			Deficit			Total
	common shares							income

Balance at December 31, 2014	30,136,085	$	12,687,735	$	718,612		$	–		$	(4,623,620	)	$	8,782,727

Comprehensive loss for the period	–		–		–			–			(1,678,272	)		(1,678,272	)
Stock options exercised (note 7(b))	17,500		8,925		–			–			–			8,925
Fair value of stock options allocated to share capital issued on exercise (note 7(b))	–		8,703		(8,703	)		–			–			–
Share-based compensation (note 8(a))	–		–		546,112			–			–			546,112
Shares issued pursuant to private placement at $1.20 per share (note 7 (b))	4,835,000		2,956,726		2,681,454			–			–			5,638,180
Shares issued for acquisition of North Country Gold Corp (note 7(b))	13,838,894		16,883,451		133,541			–			–			17,016,992
Balance at September 30, 2015	48,827,479	$	32,545,540	$	4,071,016		$	–		$	(6,301,892	)	$	30,314,664


Balance at December 31, 2015	48,828,729	$	32,546,799	$	4,358,367		$	–		$	(7,487,930	)	$	29,417,236

Comprehensive loss for the period	–		–		–			(2,961	)		(1,992,516	)		(1,995,477	)
Stock options exercised (note 7(b))	423,397		284,125		–			–			–			284,125
Fair value of stock options allocated to share capital issued on exercise (note 7(b))	–		243,137		(243,137	)		–			–			–
Warrants exercised (note 7(b))	3,465,872		5,719,031		–			–			–			5,719,031
Fair value of warrants allocated to share capital issued on exercise (note 7(b))	–		2,085,099		(2,085,099	)		–			–			–
Share-based compensation (note 8(a))	–		–		2,434,339			–			–			2,434,339
Shares issued pursuant to bought deal financing, net of share issue costs (note 7(b))	9,018,414		10,905,231		426,477			–			–			11,331,708
Shares issued in connection with acquisition of Homestake Resources Corp (note 3)	4,290,727		13,987,770		799,190			–			–			14,786,960
Shares issued in settlement of debt (note 7(b)	437,675		1,006,653		–			–			–			1,006,653

Balance at September 30, 2016	66,464,814	$	66,777,845	$	5,690,137		$	(2,961	)	$	(9,480,446	)	$	62,984,575

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Auryn Resources Inc.

Consolidated Statements of Cash Flows

Unaudited - (Expressed in Canadian dollars)

		Three months ended			Three months ended			Nine months ended			Nine months ended
		September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015

Cash (used in) provided by:
Operating activities:
Income (loss) for the period	$	144,462		$	(674,069	)	$	(1,992,516	)	$	(1,678,272	)
Items not involving cash:
Interest income		(24,359	)		(2,158	)		(54,429	)		(18,227	)
Accretion of provision for site reclamation and closure		6,313			–			18,858			–
Gain on marketable securities (note 5)		(15,390	)		(435,000	)		(15,390	)		(635,000	)
Amortization of flow-through share premium (note 7(b))		(1,651,843	)		–			(2,319,023	)		–
Unrealized foreign exchange (gain) loss		(16,271	)		1,474			(1,513	)		8,562
Share-based compensation (note 8(a))		635,429			379,764			1,615,757			446,797
Deferred income tax (recovery) expense		–			13,000			–			(65,000	)
Changes in non-cash working capital:
Amounts receivable		(281,197	)		158,752			(192,008	)		49,587
Joint venture advances		–			682,429			–			–
Prepaid expenses and deposits		45,854			62,594			(104,543	)		83,508
Accounts payable and accrued liabilities		(211,631	)		(29,732	)		(261,518	)		123,276
Cash (used in) provided by operating activities		(1,368,633	)		157,054			(3,306,325	)		(1,684,769	)

Investing activities:
Interest received		24,359			2,158			54,429			25,561
Purchase of equipment		(67,120	)		–			(159,457	)		–
Additions to mineral property interests		(8,274,754	)		(3,948,499	)		(12,550,464	)		(6,058,335	)
Purchase of marketable securities		–			–			–			(500,000	)
Loan to Homestake (note 5)		–			–			(150,000	)		–
Acquisition of Homestake Resources Corp., net of cash acquired (note 3)		(173,403	)		–			(315,557	)		–
Acquisition of North Country Gold Corp., net of cash acquired (note 6)		–			12,724			–			12,724
Cash used in investing activities		(8,490,918	)		(3,933,617	)		(13,121,049	)		(6,520,050	)

Financing activities:
Proceeds from issuance of common shares, net of cash share issuance costs (note 7(b))		(8,561	)		5,638,180			13,650,731			5,647,106
Proceeds from stock option and warrant exercises		5,328,398			–			6,003,156			–
Increase in restricted cash (note 4)		–			–			(15,050	)		–
Cash provided by financing activities		5,319,837			5,638,180			19,638,837			5,647,106

Effect of foreign exchange rate changes on cash and cash equivalents		3,025			1,231			289			(4,230	)

Increase (decrease) in cash and cash equivalents		(4,536,689	)		1,862,848			3,211,752			(2,561,943	)
Cash and cash equivalents, beginning of the period		11,349,758			4,241,448			3,601,317			8,666,239
Cash and cash equivalents, end of the period	$	6,813,069		$	6,104,296		$	6,813,069		$	6,104,296

Supplemental cash flow information (note 11)

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and nine months ended September 30, 2016 and 2015

1.	Corporate information

	Auryn Resources Inc. (the “Company” or “Auryn”) was incorporated on June 9, 2008, under the British Columbia Business Corporations Act under the name Georgetown Capital Corp. On October 15, 2013, the Company changed its name to Auryn Resources Inc.

	The Company’s principal business activity is the acquisition, exploration and development of resource properties in Canada and Peru.

	Effective September 25, 2015, the Company, pursuant to a plan of arrangement, acquired 100% of North Country Gold Corp.’s (“North Country”) issued and outstanding common shares. North Country owned the mineral concessions comprising the Committee Bay mineral property in Nunavut, Canada (note 6(a)).

	Effective September 7, 2016, the Company completed the acquisition of all of the issued and outstanding shares of Homestake Resource Corporation (“Homestake”). Homestake, now a wholly-owned subsidiary of Auryn, owns 100% in the Homestake Ridge Project which covers approximately 7,500 hectares within the Iskut-Stewart-Kitsault belt, in north- western British Columbia (note 3 and 6(b)).

	As of September 30, 2016, the Company has also secured rights to various mining concessions in southern Peru (note 6(c)).

	The head office and principal address of Auryn is located at 1199 West Hastings Street, Suite 600, Vancouver, British Columbia, V6E 3T5.

2.	Basis of presentation

	(a)	Statement of compliance

		These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting” using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the IFRS Interpretations Committee (“IFRIC”). The accounting policies followed in these condensed interim consolidated financial statements are the same as those applied in the Company’s most recent audited consolidated financial statements for the six months ended December 31, 2015. These condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the six months ended December 31, 2015, which were filed under the Company’s profile on SEDAR at www.sedar.com.

		These condensed interim consolidated financial statements were authorized for issue and approved by the Board of Directors of the Company on November 23, 2016.

	(b)	Basis of preparation and consolidation

		These condensed interim consolidated financial statements have been prepared on a historical cost basis except for marketable securities (note 5) that have been measured at fair value. The presentation currency is the Canadian dollar, therefore all amounts are presented in Canadian dollars unless otherwise noted.

		These condensed interim consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control exists when the Company has power over an investee, exposure or rights, to variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of the Company’s returns.

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and nine months ended September 30, 2016 and 2015

2.	Basis of presentation (continued)

(b)

Basis of preparation and consolidation (continued)

Subsidiary	Place of	Functional	Beneficial Interest
	incorporation	Currency
North Country Gold Corp.	BC, Canada	CAD	100%
Homestake Resource Corporation	BC, Canada	CAD	100%
Corisur Peru, S.A.C.	Peru	USD	100%
Homestake Royalty Corporation (inactive)	BC, Canada	CAD	100%
Akkese Madencilik Sanayi Ve Ticaret (inactive)	Turkey	USD	100%

All intercompany balances and transactions have been eliminated and where necessary adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by other entities in the Company.

	(c)	Critical accounting judgments and estimates

		The preparation of financial statements in conformity with IFRS requires management to select accounting policies and make estimates and judgments that may have a significant impact on the condensed interim consolidated financial statements. Estimates are continuously evaluated and are based on management’s experience and expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes may differ from these estimates. Except as noted below, the Company’s critical accounting judgments and estimates were presented in Note 2 of the audited annual consolidated financial statements for the six months ended December 31, 2015 and have been consistently applied in the preparation of these condensed interim consolidated financial statements. No new judgements were applied for the periods ended September 30, 2016 and 2015.

		Business combinations

		Determination of whether a set of assets acquired and liabilities assumed constitute the acquisition of a business or asset may require the Company to make certain judgements as to whether or not the assets acquired and liabilities assumed include the inputs, processes and outputs necessary to constitute a business as defined in IFRS 3 - Business Combinations. The Company has determined that Homestake does not meet the criteria for a business based on the indicators outlined by IFRS 3. As such, the Company has determined that the acquisition of Homestake is not a business combination and accordingly it has been accounted for as an asset acquisition.

	(d)	Going concern

		These condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations. The ability of the Company to meet its commitments as they become due, including completion of the acquisition of an interest in and exploration and development of its mineral properties, is dependent upon the existence of economically recoverable reserves, the Company’s ability to obtain the necessary financing to complete exploration and development and upon future profitable production or proceeds from disposition of these properties. The outcome of these matters cannot be predicted at this time. These condensed interim consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. Such adjustments could be material.

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and nine months ended September 30, 2016 and 2015

3.	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 “Arrangement”). Under the terms of the Arrangement, Homestake shareholders received one Auryn share for each seventeen (17) Homestake common shares held, resulting in the issuance of a total of 4,068,124 common shares from treasury with a fair value of $13,262,084. In addition to the common shares issued to 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 (note 8(a)) 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 (note 8(b)).

	The acquisition of Homestake was accounted for as an asset acquisition and transaction costs associated with the acquisition, totalling $1,042,042, were included in the calculation of the purchase price. Transaction costs included the fair value of $725,686 ($3.26 per common share) related to 222,603 common shares issued as finders’ fees as well as $316,356 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 5)		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		1,042,042
Total purchase price to allocate	$	15,388,316


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		16,018,070
Accounts payable and accrued liabilities		(1,493,412	)
	$	15,388,316

	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

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and nine months ended September 30, 2016 and 2015

4.	Cash and Cash Equivalents

		September 30, 2016		December 31, 2015
Components of cash and cash equivalents:
Cash	$	6,813,069	$	3,601,317
Restricted Cash		115,050		100,000
	$	6,928,119	$	3,701,317

Restricted Cash

As at September 30, 2016, the Company had restricted cash in the amount of $115,050 (December 31, 2015 - $100,000). This balance includes an amount of $86,300 in connection with an irrevocable standby letter of credit in favor of Kitikmeot Inuit Association.

5.	Marketable securities

	Investment in Homestake common shares

	In connection with the Homestake acquisition (note 3), the Company had entered into a loan agreement with Homestake dated May 10, 2016, which provided for a loan of $150,000. The loan agreement contained a conversion feature allowing conversion of the indebtedness into Homestake common shares at a conversion price of $0.10 per Homestake common share.

	On July 20, 2016, the Company exercised its conversion rights under the loan agreement and received 1,500,000 shares of Homestake, which at that date had a fair value of $300,000 based on the closing share price of Homestake of $0.20 per share. At the date of the acquisition, the shares were fair valued at $285,000, based on the closing share price of Homestake of $0.19 per share immediately before the acquisition closed, and this amount was included as part of the consideration paid. A gain of $135,000 was recorded in net loss in connection with this investment.

	Investment in Bravada common shares

	Included as part of the acquisition of Homestake’s net assets, the Company acquired 2,658,004 shares of Bravada Gold Corporation (“BVA”) at a fair value of $770,821 based on the closing share price of $0.29 per share on September 7, 2016. As at September 30, 2016, the share price was $0.245 and, as an investment classified as held for trading, the marketable securities were adjusted to their fair value of $651,211 with the mark to market loss recorded through profit and loss, as outlined below.

	Investment in North Country common shares

	Effective March 16, 2015, as a condition of the definitive joint exploration agreement with North Country, the Company entered into a share subscription agreement and purchased 10,000,000 common shares of North Country at a price of $0.05 for a total cost of $500,000. The investment was classified as an available-for-sale financial asset and was recorded at fair value determined based on a market approach reflecting the closing price of the asset as at the reporting date. On initial recognition, a difference arose between the cost of the investment and its fair value and as a result, the Company recorded a gain on the initial recognition of the investment of $200,000, which was recognized in net loss.

	Immediately prior to the acquisition of North Country, the available-for-sale asset was fair valued at $1,200,000, resulting in a further unrealized gain of $435,000, net of taxes of $65,000, being recorded through other comprehensive income. As the acquisition resulted in the realization of this accumulated gain of $435,000, the amount was reclassified from other comprehensive income and recorded through net loss, and at the same time, the investment in NCG shares was reclassified from marketable securities and included as part of the consideration paid.

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and nine months ended September 30, 2016 and 2015

5.	Marketable securities (continued)

	The impact of the fair value adjustments on the held for trading and available-for-sale financial assets to the net loss and other comprehensive loss is outlined below:

		For the three months ended					For the nine months ended
		September 30, 2016					September 30, 2016
					Comprehensive					Comprehensive
		Net loss			loss		Net loss			loss
Fair value adjustment on investment in BVA	$	119,610		$	-	$	119,610		$	-
Fair value on Acquisition of Homestake common shares		(135,000	)		-		(135,000	)		-
For the nine months ended September 30, 2016	$	(15,390	)	$	-	$	(15,390	)	$	-

		For the three months ended					For the nine months ended
		September 30, 2015					September 30, 2015
				Comprehensive					Comprehensive
		Net loss		loss			Net loss		loss
Fair value gain on available-for-sale financial asset at initial recognition, recorded through net loss	$	-	$	-		$	200,000	$	-
Fair value gain on available-for-sale financial asset on Acquisition of North Country, recorded net of taxes in other comprehensive income		-		(87,000	)		-		435,000
Realization of accumulated gain reclassified from other comprehensive income to net loss		435,000		(435,000	)		435,000		(435,000	)
For the nine months ended September 30, 2015	$	435,000	$	(522,000	)	$	635,000	$	-

6.	Mineral property interests

	(a)	Committee Bay

		The Company, through its wholly owned subsidiary North Country, owns a 100% interest in the Committee Bay project located in Nunavut, Canada. The Committee Bay project includes more than 380,000 hectares situated along the Committee Bay Greenstone Belt located within the Western Churchill Province of Nunavut.

		The Committee Bay project was acquired on September 25, 2015 through the Company’s acquisition of 100% of the issued and outstanding shares of North Country. Prior to this acquisition, 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. The completion of the acquisition resulted in Auryn owning 100% of the project.

		The Committee Bay project is 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.

	(b)	Homestake Ridge

		The Company, through its wholly owned subsidiary Homestake, owns a 100% interest in the Homestake Ridge project, located in the Kitsault Mineral district in north western British Columbia, subject to various royalty interests held by third parties. The project is being advanced as a potential high-grade underground mining operation and was acquired through the acquisition of Homestake (note 3).

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and nine months ended September 30, 2016 and 2015

6.	Mineral property interests (continued)

(c)

Peruvian Exploration Projects

Baños del Indio

Due Dates		Property Payments	Work Expenditures
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

Sombrero

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, at the Company’s election, 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 one 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.

Huilacollo

On June 2, 2016, the Company acquired the rights to the Huilacollo epithermal property in the Tacna province of southern Peru, which is comprised of 2,000 hectares of intense hydrothermal alteration. The rights were acquired 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.

Due Dates		Property Payments	Work Expenditures
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

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and nine months ended September 30, 2016 and 2015

6.	Mineral property interests (continued)

(d)

The following is a continuity of costs capitalized as mineral property interests:

		Committee		Homestake
		Bay		Ridge		Peru		Total
Balance as at June 30, 2015	$	2,067,163	$	-	$	-	$	2,067,163
Acquisition costs
Additions:
Acquisition of North Country		17,999,192		-		-		17,999,192
Other acquisition costs		291		-		406,145		406,436
Exploration and evaluation costs
Additions:
Assaying		242,543		-		-		242,543
Exploration drilling		428,895		-		-		428,895
Camp cost, equipment and field supplies ¹		785,964		-		-		785,964
Geological consulting services		293,112		-		257,177		550,289
Geophysical analysis		215,126		-		-		215,126
Permitting, environmental and community costs		212,244		-		-		212,244
Expediting and mobilization		34,779		-		-		34,779
Salaries and wages		360,169		-		40,154		400,323
Fuel and consumables		477,852		-		-		477,852
Aircraft and travel		1,089,458		-		45,616		1,135,074
Share-based compensation		147,479		-		-		147,479
Balance as at December 31, 2015	$	24,354,267	$	-	$	749,092	$	25,103,359
Acquisition costs
Additions:
Acquisition of Homestake		-		16,018,070		-		16,018,070
Other acquisition costs		39,106		10,000		939,410		988,516
Exploration and evaluation costs
Additions:
Assaying		795,464		-		16,476		811,940
Exploration drilling		1,776,513		-		-		1,776,513
Camp cost, equipment and field supplies		1,069,477		3,762		5,170		1,078,409
Geological consulting services		980,474		2,763		65,607		1,048,844
Geophysical analysis		678,529		-		-		678,529
Permitting, environmental and community costs		152,958		-		62,907		215,865
Expediting and mobilization		485,549		-		-		485,549
Salaries and wages		1,532,840		-		57,114		1,589,954
Fuel and consumables		1,627,595		-		51		1,627,646
Aircraft and travel		3,971,425		1,950		15,103		3,988,478
Share-based compensation (note 8(a))		818,582		-		-		818,582
Currency translation adjustment		-		-		9,234		9,234
Balance as at September 30, 2016	$	38,282,779	$	16,036,545	$	1,920,164	$	56,239,488

¹ Included in camp cost, equipment and field supplies is an amount of $442,017 charged by North Country prior to the acquisition for the use of infrastructure during the Joint Exploration Agreement.

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and nine months ended September 30, 2016 and 2015

7.	Share capital

	(a)	Authorized

		Unlimited common shares without par value

	(b)	Issued during periods

	i.	On September 7, 2016, pursuant to the Homestake Arrangement, the Company issued 4,068,124 common shares with a fair value of $13,262,084, $3.26 per common share, to Homestake shareholders in connection with its acquisition of Homestake. An additional 222,603 common shares with a fair value of $725,686, $3.26 per common share, were issued as finders’ fees in relation to the transaction.

	ii.	On September 7, 2016, 437,675 common shares were issued at $2.30 per common share under debt settlement agreements, to Homestake creditors in order to settle accounts payable of $1,006,653.

	iii.	On May 4, 2016, the Company closed a bought deal financing for gross proceeds of $14,944,803 (the “Offering”). Under the terms of the Offering, the Company issued an aggregate of 4,732,700 flow-through shares at a price of $1.89 per flow-through share and 4,285,714 common shares at a price of $1.40 per common share. Share issue costs related to the Offering totaled $1,720,549, which included $896,688 in commissions, the fair value of $426,477 related to 541,104 share purchase warrants issued to the underwriters (note 8(b)) and $387,384 in other issuance costs. The gross proceeds from the Offering were also offset by $2,319,023, an amount related to the flow-through share premium liability which was fully amortized by September 30, 2016 as all eligible flow through funds had been spent. A reconciliation of the impact of the Offering on share capital is as follows:

	Number of		Impact on
	common shares		share capital
Common shares issued at $1.40 per share	4,285,714	$	6,000,000
Flow-through shares issued at $1.89 per share	4,732,700		8,944,803
Cash share issue costs			(1,294,072	)
Fair value of warrants issued (note 8(b))			(426,477	)
Flow-through share premium liability			(2,319,023	)
	9,018,414	$	10,905,231

	iv.	During the nine months ended September 30, 2016, 423,397 (September 30, 2015: 17,500) shares were issued as a result of stock options being exercised with a weighted average exercise price of $0.67 (September 30, 2015: $0.51) for gross proceeds of $284,125 (September 30, 2015: $8,925). Attributed to these stock options, fair value of $243,137 (September 30, 2015: $8,703) was transferred from the equity reserves and recorded against share capital.

	v.	During the nine months ended September 30, 2016, 3,465,872 (September 30, 2015: nil) shares were issued as a result of share purchase warrants being exercised with a weighted average exercise price of $1.65 for gross proceeds of $5,719,031. Attributed to these share purchase warrants, fair value of $2,085,099 was transferred from the equity reserves and recorded against share capital.

	vi.	On September 25, 2015, pursuant to a plan of arrangement, the Company issued a total of 13,838,894 common shares in connection with its acquisition of North Country with a fair value of $1.22 per common share.

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and nine months ended September 30, 2016 and 2015

7.	Share capital (continued)

(b)

Issued during periods (continued)

	vii.	On September 16, 2015, the Company completed a non-brokered private placement for gross proceeds of $5,802,000 by issuing 4,835,000 Units of the Company at a price of $1.20 per Unit. Each Unit consists of one common share and one common share purchase warrant. 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.

		Related to this share issuance, an amount of $2,681,454 was allocated as the fair value of the Unit’s warrants estimated using the Black-Scholes option valuation model. The Company also incurred costs of issuance in the amount of $163,820, which included cash commissions of $119,520 and other legal and regulatory costs of $44,300.

8.	Equity reserves

(a)

Share-based payments

The Company maintains a Rolling Stock Option Plan providing for the issuance of stock options up to 10% of the Company’s issued and outstanding common shares at the time of the grant. The Company 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 12½% every three months thereafter for a total vesting period of 18 months.

The continuity of the number of stock options issued and outstanding is as follows:

	Number of stock			Weighted average
	options			exercise price
Outstanding, June 30, 2015	1,551,250		$	0.51
Granted	2,120,000			2.19
Exercised	(1,250	)		0.51
Expired	(730,000	)		3.88
Outstanding, December 31, 2015	2,940,000		$	0.89
Granted	2,452,786			2.61
Exercised	(423,397	)		0.67
Expired	(40,000	)		1.50
Outstanding, September 30, 2016	4,929,389		$	1.76

As at September 30, 2016, the number of stock options outstanding and exercisable was:

	Outstanding				Exercisable
Expiry date	Number of		Exercise	Remaining	Number of		Exercise	Remaining
	options		price	contractual	options		price	contractual
				life (years)				life (years)
Dec 7, 2016	95,139	$	2.21	0.19	95,139	$	2.21	0.19
Feb 3, 2019	30,000		1.50	2.35	30,000		1.50	2.35
Feb 17, 2019	1,220,000		0.51	2.38	1,220,000		0.51	2.38
Aug 17, 2020	1,229,250		1.30	3.88	909,250		1.30	3.88
June 21, 2021	2,355,000		2.63	4.72	883,125		2.63	4.72
	4,929,389	$	1.76	3.83	3,137,514	$	1.40	3.41

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and nine months ended September 30, 2016 and 2015

8.	Equity reserves (continued)

(a)

Share-based payments (continued)

The Company uses the fair value method of accounting for all share-based payments to directors, officers, employees and others providing similar services. During the three and nine months ended September 30, 2016, an amount of $635,429 and $1,615,757, respectively, (September 30, 2015 – $379,491 and $444,147, respectively) was expensed as stock based compensation and $nil (September 30, 2015 - $273 and $2,650, respectively) was included in project investigation costs, for both periods, in the consolidated statements of comprehensive loss. The Company also capitalized stock based compensation within mineral interests in the amount of $340,033 and $818,582 for the three and nine months ended September 30, 2016, respectively (September 30, 2015 - $91,234 and $99,315, respectively).

During the nine months ended September 30, 2016, the Company granted 2,355,000 stock options to directors, officers, employees and others providing similar services and an additional 97,786 replacement options to former option holders of Homestake (note 3). The weighted average fair value per option of these stock options, excluding the Homestake replacement options, was calculated as $1.52 using the Black-Scholes option valuation model at each grant date. See inputs and assumptions in the table below.

	Risk-free interest rate		0.66%
	Expected dividend yield		nil
	Expected share price volatility		81%
	Expected life in years		4.00
	Forfeiture rate		- %

For the nine months ended September 30, 2015, 1,280,000 stock options were granted to the Company’s directors, officers, employees and others providing similar services, and an additional 840,000 replacement stock options were granted to former North Country option holders in connection with the acquisition of North Country. Excluding the replacement options, the weighted average fair value of stock options granted during the nine months ended September 30, 2015 was $0.91 while the 840,000 replacement stock options to former North Country option holders had an estimated fair value of $133,541, a weighted average fair value of $0.16 per option. The fair values of these grants were estimated using the Black-Scholes option valuation model with the following weighted average assumptions:

	August 2015	North Country
	Option Grant	Replacement Options
Risk-free interest rate	0.60%	0.43%
Expected dividend yield	nil	nil
Stock price volatility	105%	104%
Expected life in years	3.23	0.54

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and nine months ended September 30, 2016 and 2015

8.	Equity reserves (continued)

	(b)	Share purchase warrants

		During the nine months ended September 30, 2016, 827,271 share purchase warrants were issued, of which 286,167 were issued on September 7, 2016 to replace Homestake warrants in connection with the acquisition (note 3) and the remaining 541,104 were issued on May 4, 2016 to the underwriters of the Offering (note 7(b)). The fair values of the share purchase warrants were determined using the Black- Scholes option-pricing model using the inputs outlined below. The fair values recorded in equity reserves were $692,005 and $426.477, respectively.

		Homestake Replacement		Offering Underwriter
		Warrants		Warrants
Grant date share price	$	3.26	$	1.65
Exercise price	$	0.85	$	1.40
Risk-free interest rate		0.54%		0.58%
Expected dividend yield		Nil		Nil
Stock price volatility		62%		80%
Expected life (in years)		0.92		2.00

On September 16, 2015, as part of a private placement (note 7(b)) the Company issued 4,835,000 share purchase warrants and each purchase warrant is exercisable into a common share of the Company. In the event that the Company’s common shares trade at a closing price on the TSX Venture Exchange 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.

The weighted average fair value of $0.55 per share purchase warrant as at September 30, 2015 was calculated using the Black-Scholes option pricing model with the following weighted average assumptions and inputs:

			September 30, 2015
	Risk-free interest rate		0.53%
	Expected share price volatility		105%
	Expected dividend yield		nil
	Expected life in years		2 years

The continuity of the number of share purchase warrants is as follows:

	Warrants outstanding			Exercise price
Outstanding, June 30, 2015	-		$	-
Issued	4,835,000			1.70
Outstanding, December 31, 2015	4,835,000		$	1.70
Issued	827,271			1.21
Exercised	(3,465,872	)		1.65
Outstanding, September 30, 2016	2,196,399		$	1.59

As at September 30, 2016, the expiration date on the share purchase warrants outstanding is as follows:

Expiry date	Number of warrants		Exercise price
August 5, 2017	194,993	$	0.85
August 14, 2017	67,645		0.85
September 16, 2017	1,902,500		1.70
May 4, 2018	31,261		1.40
	2,196,399	$	1.59

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and nine months ended September 30, 2016 and 2015

9.	Related party balances and transactions

	All transactions with related parties have occurred in the normal course of operations. All amounts are unsecured, non- interest bearing and have no specific terms of settlement, unless otherwise noted.

(a)

Related parties

		Three months		Three months		Nine months		Nine months
		ended		ended		ended		ended
		September 30,		September 30,		September 30,		September
		2016		2015		2016		30, 2015
Universal Mineral Services Ltd. ¹
Included in the statement of operations:
Consulting fees, directors' fees, wages and benefits	$	77,823	$	109,113	$	225,784	$	327,124
Legal and professional fees		206		678		908		678
Office, rent and administration		95,576		112,210		297,931		308,797
Regulatory, transfer agent and shareholder information		2,363		-		8,108		5,850
Travel, marketing and investor relations		216		84,696		9,432		161,920
Project investigation costs		-		15,453		-		95,890
Capitalized to mineral property interests:
Committee Bay		4,484		34,517		11,064		110,061
Peru		-		6,520		-		6,520
Total transaction for the periods	$	180,668	$	363,187	$	553,227	$	1,016,840

Universal Mineral Services Ltd., (“UMS”) is a private company with directors and officers in common that, pursuant to an agreement dated December 30, 2015, provides office space and administrative services to the Company on a cost recovery basis. The outstanding balance owing at September 30, 2016 was $64,553 (December 31, 2015 – $119,781).

	(b)	Compensation of key management personnel

		During the period, compensation to key management personnel was as follows:

		Three months ended		Three months ended		Nine months ended		Nine months ended
		September 30, 2016		September 30, 2015		September 30,		September 30,
						2016		2015
Short-term benefits	$	234,725	$	150,375	$	680,131	$	419,720
Share-based payments		412,383		110,172		1,071,006		131,090
	$	647,108	$	260,547	$	1,751,137	$	550,810

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and nine months ended September 30, 2016 and 2015

10.	Financial instruments

	The Company’s financial instruments consist of cash and cash equivalents, investments, amounts receivable, deposits and accounts payable and accrued liabilities. Due to their short-term nature, the fair values of these financial instruments approximate their carrying values, unless otherwise noted.

	The Company’s financial instruments are exposed to credit risk, liquidity risk, and market risks, which include currency risk and interest rate risk.

	(a)	Credit risk

		Credit risk is the risk that a third party fails to discharge its obligations under the terms of the financial contract and causes a financial loss for the Company. The Company’s credit risk is attributable to its cash and cash equivalents, amounts receivable, deposits. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash and cash equivalent balances in highly rated Canadian financial institutions. The Company considers the risk of loss associated with cash and cash equivalents to be low.

		The Company also has credit risk exposure in relation to its receivables from goods and service tax (“GST”) from the Canadian government. Management is confident that their carrying values are recoverable in full and this risk is minimal.

	(b)	Liquidity risk

		Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure.

		Trade and other payables are due within twelve months of the statement of financial position date.

	(c)	Other price risk

		Other price risk is the risk arising from the effect of changes in market conditions on the Company’s investments. The Company is exposed to other price risk thought its held for trading investment in BVA, which is listed on the TSX Venture Exchange, acquired as part of the acquisition of Homestake.

	(d)	Market risk

		This is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Significant market risks to which the Company is exposed are as follows:

	(i)	Foreign currency risk

		The Company is exposed to currency risk by having balances and transactions in currencies that are different from its functional currency (the Canadian dollar). As at September 30, 2016, the Company held net financial liabilities denominated in US dollars in the amount of US$100,790 (December 31, 2015 – net liabilities of US$109,071).

		A 10% increase or decrease in the US dollar exchange rate would result in a corresponding increase or decrease in the Company’s net loss of approximately $15,550 (December 31, 2015 – $15,095).

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and nine months ended September 30, 2016 and 2015

10.

Financial instruments (continued)

(d)

Market risk (continued)

	(ii)	Interest rate risk

		Interest rate risk is the risk arising from the effect of changes in prevailing interest rates on the Company’s financial instruments. The Company’s exposure to interest rate risks is limited to potential increases or decreases on the interest rate offered on cash and cash equivalents held at chartered Canadian financial institutions, which would result in higher or lower relative interest income. This risk is considered to be minimal.

11.

Supplemental cash flow information

		Three months		Three months		Nine months		Nine months
		ended		ended		ended		ended
		September 30,		September 30,		September 30,		September 30,
		2016		2015		2016		2015
Accounts payable and accrued liabilities included in mineral property interests, change	$	598,893	$	49,141	$	1,585,475	$	173,258
Share-based compensation included in mineral property interests		340,033		91,234		818,852		99,315
Common shares issued in connection with debt settlement agreements		1,006,653		-		1,006,653		-
Depreciation capitalized in mineral property interests		53,492		-		154,966		-

For other supplemental cash flow information pertaining to the loan to Homestake, see note 5.

12.	Earnings (loss) per share

	The weighted average number of shares outstanding used in the computation of earnings (loss) per share is as follows:

		Three months		Three months			Nine months			Nine months
		September		September			September			September
		30, 2016		30, 2015			30, 2016			30, 2015
Net income (loss) – basic and diluted	$	144,462	$	(674,069	)	$	(2,194,144	)	$	(1,678,272	)
Basic weighted average number of common shares		61,517,439		31,641,460			55,143,172			30,651,477
Dilutive impact of securities:
Stock options		2,357,985		-			-			-
Share purchase warrants		1,708,860		-			-			-
Diluted weighted average number of common shares		65,584,284		31,641,460			55,143,172			30,651,477
Basic income (loss) per share	$	0.00	$	(0.02	)	$	(0.04	)	$	(0.05	)
Diluted income (loss) per share	$	0.00	$	(0.02	)	$	(0.04	)	$	(0.05	)

As at September 30, 2016, the Company had 4,929,389 share options and 2,196,399 share purchase warrants outstanding, all of which were anti-dilutive for the nine months ended September 30, 2016 because the Company was in a loss position.

At September 30, 2015, the Company had 3,681,250 share options and 4,835,000 share purchase warrants outstanding, all of which were anti-dilutive because the Company was in a loss position for the three and nine months ended September 30, 2015.

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and nine months ended September 30, 2016 and 2015

13.

Subsequent events

	a)	Subsequent to September 30, 2016, a total of 23,601 stock options were exercised with a weighted average exercise price of $1.86 for gross proceeds of $43,921.

	b)	Subsequent to September 30, 2016, a total of 165,758 share purchase warrants were exercised with a weighted average exercise price of $1.70 for gross proceeds of $281,561.

(An exploration stage company)

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF AURYN RESOURCES INC.

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016

Dated: November 23, 2016

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.1

Date and forward-looking statements

This Management Discussion and Analysis (“MD&A”) of Auryn Resources Inc. (the “Company” or “Auryn”) has been prepared by management to assist the reader to assess material changes in the financial condition and results of operations of the Company as at September 30, 2016 and for the three and nine months then ended. This MD&A should be read in conjunction with the condensed interim consolidated financial statements of the Company for the three and nine months ended September 30, 2016 and 2015. The condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting” using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). The accounting policies followed in these condensed interim consolidated financial statements are the same as those applied in the Company’s most recent audited annual consolidated financial statements for the six months ended December 31, 2015.

The effective date of this MD&A is November 23, 2016.

The statements reflect the current beliefs of the management of the Company, and are based on currently available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors, which could cause the actual results, performance, or achievements of the Company to differ materially from those expressed in, or implied by, these statements. These uncertainties are factors that include but are not limited to risks related to international operations; risks related to general economic conditions and credit availability; uncertainty related to the resolution of legal disputes and lawsuits; actual results of current exploration activities and unanticipated reclamation expenses; fluctuations in prices of gold and other commodities; fluctuations in foreign currency exchange rates; increases in market prices of mining consumables; possible variations in mineral resources, grade or recovery rates; accidents, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; changes in national and local government regulation of mining operations, tax rules and regulations, and political and economic developments in countries in which the Company operates; as well as other factors. Additional information relating to the Company and its operations is available on SEDAR at www.sedar.com and on the Company’s web-site at www.aurynresources.com.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.2	Overall performance

1.2.1	Description of business

1.2.2

Committee Bay Project

Figure 1 – regional map showing the location of the Committee Bay project, adjacent mineral operations and local communities.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.2.2

Committee Bay Project (continued)

Ownership

Mineral Resources

Class		Cut off grade	Tonnes	Gold grade	Contained Au
		(g/t Au)	(t)	(g/t Au)	(oz)
April 2013 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

April 2013 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

•

See section 1.2.4 for cautionary language concerning mineral resources

The Three Bluffs deposit remains open along strike and at depth. Future programs will aim to significantly expand upon the current resource.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.2.2

Committee Bay Project (continued)

Acquisition

The Committee Bay project was acquired through the Company’s acquisition of North Country effective September 25, 2015 for a total purchase price of approximately $18.4 million.

2016 Drilling and Exploration Programs

RAB Drilling Results

The RAB drilling undertaken this year was designed to test new target structures underneath till cover and to drill the source rock of gold in till anomalies and mineralized boulder trains. To date 60% of the results have been received with the following highlights from Anuri, Muskox and West Plains target areas listed in the table below.

Target Area	Hole ID	From (meters)	To (meters)	Length (meters)	Grade Au g/t
Anuri	16ARR003	36.58	50.29	13.71	1.91
		108.21	112.78	4.57	1.48
Anuri	16ARR002	153.92	173.74	19.81	0.81
Muskox	16MXR002	96.01	103.63	7.62	0.4
West Plains	16WPR047	79.25	83.82	4.6	1.86

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.2.2

Committee Bay Project (continued)

Diamond Drilling Results

Target Area	Hole ID	Nearest drill hole (meters)	From (meters)	To (meters)	Length (meters)	Grade Au g/t
Antler	16AN043	240	results pending
Antler	16AN044	190	443	452	9	3.43
	including		444	477	3	7.44
Three Bluffs	16TB147	150	419	442	23	2.5
	including		430	433	3	7.01
Three Bluffs	16TB148	110	465	476	11	1.73
			552	566	14	1.73
			600	601	1	10.95
Three Bluffs	16TB149	250	777	807	30	2.12
	including		801	806	5	7.01

Figure 2 – Illustrates belt wide exploration through till sampling and drone imagery acquisition. 2016 drill targets are highlighted by the red polygons.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.2.2

Committee Bay Project (continued)

2017 Resupply and Staging Operations

In preparation of future drill campaigns at Committee Bay, the Company has purchased and mobilized approximately $1.6 million of supplies, including fuel, via summer barges. This approach will significantly lower the overall cost of fuel delivered to the project site and provide the flexibility to expand operations as required.

1.2.3

Homestake Ridge Project

The Homestake Ridge project is located in the Kitsault Mineral district in northwestern British Columbia and covers approximately 7,500 hectares.

Acquisition

The Homestake Ridge project is held 100% by Auryn and is subject to various royalty interests held by unrelated third parties.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.2.3

Homestake Ridge Project (continued)

Mineral Resources

Table 1: Combined Main Homestake, Homestake Silver and South Reef Resources at incremental $NSR/T cut-offs

Results of Enhanced Metallurgical Testing

1.2.4

Peruvian Exploration Projects

Baños del Indio

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.2.4

Peruvian Exploration Projects (continued)

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$	US$ 3,150,000	US$	3,450,000

Sombrero Option

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.2.4

Peruvian Exploration Projects (continued)

Huilacollo Option

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

Curibaya

2016 Exploration Programs

The Company’s 2016 exploration program within Peru will consist of community outreach programs, geochemical surveys and an IP survey at Baños del Indio. All this work is being conducted to lay the foundation for a 2017 drill campaign across the various projects. Total expenditures within Peru for 2016 are expected to be between $2,000,000 and $3,000,000.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.2.5

Overall program analysis and economics

During the nine months ended September 30, 2016, the Company spent $31,230,209 in exploration and acquisition expenditures at its mineral interests, including $16,009,503 on the acquisition of Homestake, as detailed in the table below:

		Committee		Homestake
		Bay		Ridge		Peru		Total
Acquisition costs
Acquisition of Homestake		-		16,018,070		-		16,018,070
Other acquisition costs		39,106		10,000		939,410		988,516
Exploration and evaluation costs
Assaying		795,464		-		16,476		811,940
Exploration drilling		1,776,513		-		-		1,776,513
Camp cost, equipment and field supplies		1,069,477		3,762		5,170		1,078,409
Geological consulting services		980,474		2,763		65,607		1,048,844
Geophysical analysis		678,529		-		-		678,529
Permitting, environmental and community costs		152,958		-		62,907		215,865
Expediting and mobilization		485,549		-		-		485,549
Salaries and wages		1,532,840		-		57,114		1,589,954
Fuel and consumables		1,627,595		-		51		1,627,646
Aircraft and travel		3,971,425		1,950		15,103		3,988,478
Share-based compensation		818,582		-		-		818,582
Total	$	13,928,512	$	16,036,545	$	1,161,838	$	31,126,895

As at September 30, 2016, the fuel and consumables within mineral properties included $1,653,245 (September 30, 2015 – $430,432) related to fuel on hand for use in next year’s exploration program.

1.2.6

Qualified Persons and Technical Disclosures

Michael Henrichsen, P. Geo., Chief Operating Officer of Auryn, is the Qualified Person with respect to the technical disclosures in this MD&A.

With respect to the drilling at Committee Bay, analytical samples were taken using 1/8 of each 5ft (1.52m) interval (chips) and sent to ALS Lab in Yellowknife, NWT for preparation and then to ALS Lab in Vancouver, BC for analysis. All samples are assayed using 50g nominal weight fire assay with atomic absorption finish (Au-AA26) and multi-element four acid digest ICP-AES/ICP-MS method (ME-MS61). QA/QC programs using internal standard samples, field and lab duplicates, re-assays, and blanks indicate good accuracy and precision in a large majority of standards assayed.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.2.6

Qualified Persons and Technical Disclosures (continued)

Cautionary Note About Mineral Resources:

Three Bluffs resource estimations were completed by Roscoe Postle Associates Ltd. (see the Technical Report n the Three Bluffs Project, Nunavut Territory, Canada filed on the SEDAR on August 21, 2015). There are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources.

The Homestake Ridge resource estimate was prepared by Roscoe Postle Associates Inc. (RPA). (see 43-101 report dated June 7, 2013 as filed under Homestake Resource’s Sedar profile at www.sedar.com).

1.3

Selected annual information

		Six Months		Year ended		Year ended
		December 31, 2015		June 30, 2015		June 30, 2014

Comprehensive loss for the period	$	2,382,107	$	1,400,603	$	2,079,793
Net loss for the period	$	1,860,107	$	1,922,603	$	2,079,793
Basic and diluted loss per share	$	0.05	$	0.08	$	0.13
Total assets	$	31,031,214	$	8,797,284	$	2,454,548
Total long-term liabilities	$	1,100,093	$	-	$	-
Cash dividends per share		-		-		-

The Company generated no revenues from operations during the above periods.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.4

Results of Operations

Nine months ended September 30, 2016 and 2015

During the nine months ended September 30, 2016, the Company reported a net loss of $1,992,516 and loss per share of $0.04 compared to $1,678,272 and $0.05, respectively, for the same period in the prior year.

Significant variances are discussed as follows:

	(1)	During the nine months ended September 30, 2016, the Company incurred $4,245,698 in administrative expenses, an increase of $2,027,283 over the same period in the prior year. This increase is attributable to additional corporate, office and administration, share-based compensation, legal and travel costs in support of the Committee Bay project, the Peruvian operations and project investigation activities. Costs in the same period for the prior year did not yet include any support for Committee Bay which was purchased at the end of the comparative period.
	(2)	The significant increase in wages and consulting fees on a per month basis relates to the addition of executive level and support personnel at the Company’s office in Vancouver.
	(3)	On July 21, 2016, the Company granted 2,355,000 incentive stock options to directors, officers, employees and others. Share-based compensation of $1,615,757 was recorded within administration costs in relation to this grant and the amortization of the options granted in August 2015. In the same period in the prior year, the Company granted 1,280,000 stock options to directors, officers, employees and others and recorded share-based compensation of $444,147.
	(4)	Travel, marketing and investor relation costs totalled $649,186 for the nine months ended September 30, 2016 ($451,807 – nine months ended September 30, 2015) relating to investor shows and conferences attended. This was an increase on the previous periods and tied to the Company’s larger market capitalization and increased project portfolio.
	(5)	Total direct project investigation costs for the nine months ended September 30, 2016 were $109,603 compared to $211,965 in the same period of the previous year. This decrease relates to reduced levels of investigative activities as the Company’s staff focused on Committee Bay, the acquisition of Homestake and acquisitions in Peru.
	(6)	During the nine months ended September 30, 2016, the Company recorded a net gain of 15,390 which included a $135,000 gain realized on the Homestake shares the Company held prior to the acquisition, partially offset by a $119,610 mark to market loss on shares of Bravada Gold Corporation which were acquired as part of the net assets of Homestake. During the nine months ended September 30, 2015, the Company realized a gain of $635,000 on its investment in North Country common shares on completion of the acquisition.
	(7)	During the nine months ended September 30, 2016, the Company recorded other income of $2,319,023 related to the amortization of the flow-through premium created in connection with the Company’s May 2016 prospectus offering (see section 1.6/1.7).

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.4

Results of Operations (continued)

Three months ended September 30, 2016 and 2015

During the three months ended September 30, 2016, the Company reported net income of $144,462 and earnings per share of $0.00 compared to a net loss of $674,069 and a loss per share of $0.02 for the three months ended September 30, 2015.

Significant variances are discussed as follows:

	(1)	During the three months ended September 30, 2016, the Company incurred $1,483,821 in administrative expenses, an increase of $408,945 over the three-month period in the prior year. This increase is attributable to additional Consulting fees, directors' fees, wages and benefits, Share-based compensation, and Travel, marketing and investor relations costs. The increase relates to additional personnel and overhead added subsequent to the acquisition of North Country and the Company’s interests in Peru.

	(2)	During the three months ended September 30, 2016, as discussed above, the Company recorded $635,429 in share-based compensation expense and other income $1,651,843 related to the amortization of a flow- through premium.

1.5

Summary of quarterly results

Three months ended	Interest and	Net income		Comprehensive		Earnings (loss)
	other income	(loss)		income (loss)		per share
	$	$		$		$
September 30, 2016	24,359	144,462		140,361		0.00
June 30, 2016	22,060	(1,020,627	)	(1,019,487	)	(0.02	)
March 31, 2016	8,010	(1,116,351	)	(1,116,351	)	(0.02	)
December 31, 2015	8,814	(1,186,038	)	(1,186,038	)	(0.02	)
September 30, 2015	14,355	(674,069	)	(1,196,069	)	(0.01	)
June 30, 2015	38,106	(567,492	)	(45,492	)	(0.02	)
March 31, 2015	3,813	(436,711	)	(436,711	)	(0.01	)
December 31, 2014	4,983	(535,059	)	(535,059	)	(0.03	)

During the last eight quarters, the Company’s net income (loss) has ranged between net income of $144,462 and a net loss of $1,186,038. The Company’s losses and expenditures have generally increased during this period as the Company has progressed from project investigation and acquisition to exploration and development. The reason for the decrease in the current three month period is in relation to the amortization of the flow through shares which offsets the net loss. Comprehensive loss for the period ended June 30, 2015 comparatively decreased due to the recognition of an unrealized gain resulting from the revaluation of the North Country investment. This accumulated gain was then recognized during the three months ended September 30, 2015. Also, during the three months ended March 31, 2015, the Company recognized a one-time gain of $200,000 due to the initial recognition of the investment in North Country, which reduced the net loss on that period.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.6/1.7

Liquidity and capital resources

As at September 30, 2016, the Company had cash and cash equivalents of $6,813,069 and working capital of $5,877,945. Current liabilities as at September 30, 2016 include accounts payable and accrued liabilities of $2,319,397, which have primarily been incurred in connection with the exploration and acquisition activities within the Company’s Committee Bay and Peru projects and maintaining the Company’s public listing in good standing, but also include accounts payable acquired as part of the net assets of Homestake.

During the three and nine months ended September 30, 2016, the Company expended net cash of $1,368,633 and $3,306,325, respectively, in operating activities compared to cash provided of $157,054 and cash used of $1,684,769, respectively, during the same periods in the prior year. The Company also expended $8,490,918 and $13,121,049 in investing activities during the three and nine month periods, respectively, predominantly on program costs from its Committee Bay project.

During the three and nine months ended September 30, 2016, the Company raised net $5,319,837 and $19,638,837, respectively, in financing activities through the issuance of common shares.

The Company’s current working capital is sufficient for the Company to meet its immediate liquidity requirements as well as those for the next twelve months.

Common shares issued

May 2016 Prospectus Offering

A summary of the intended use of the net cash proceeds of $13,650,731 is presented as follows:

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.6/1.7

Liquidity and capital resources (continued)

Use of Proceeds: Proposed 12 Month Budget		Intended Use of Proceeds of the Offering	Actual Use of Proceeds of the Offering to September 30, 2016	(Over)/under expenditure
2016 Committee Bay Project Exploration Program (Flow Through eligible):		$8,944,803	$11,660,891	($2,716,088)
•	Airborne electromagnetic surveys
•	8,000 to 12,000 metres of drilling
•	Comprehensive till survey
•	Logistics and staging for 2016 programs
•	Advanced staging for 2017 programs
2016 Committee Bay Exploration Program (Non-Flow Through eligible)		$750,000	$39,106	$710,894
•	Claim staking program
•	Equipment and camp maintenance
•	Project administration and holding costs
General Working Capital		$3,955,928	$1,950,734	$2,005,194
Total		$13,650,731	$13,650,731	$0
Explanation of variances and the impact of variances on the ability of the Company to achieve its business objectives and milestones			The Company drilled inexcess of 13,000 metres at Committee Bay in 2016, as a result exploration expenditures were higher than originally anticipated. These additional funds we utilised from the Company’s excess general working capital.

Other Issuances

A reconciliation between the intended use of proceeds and their actual is presented below:

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.6/1.7

Liquidity and capital resources (continued)

Intended Use of Proceeds of September 2015 Private Placement			Actual Use of Proceeds from September 2015 September Private Placement until May 3, 2016			(Over)/under expenditure
Offering Expenses		$164,000	Offering Expenses		$164,000	-
Further development of the Committee Bay Project:		$2,500,000	Further development of the Committee Bay Project:		$2,298,372	$202,067
•	Spring 2016 Mobilization		•	Spring Mobilization 2016
•	Regional staking programs		•	Regional programs staking
•	Geophysical surveys		Geophysical surveys
Peruvian Exploration Project		$1,500,000	Peruvian Exploration Project		$635,267	$864,733
General working capital		$1,638,000	General working capital		$1,952,142	$(314,142)
Total		5,802,000	Total		$5,049,781	$ 752,658
Explanation of variances and the impact of variances on the ability of the Company to achieve its business objectives and milestones			The Company’s expenditures within Committee Bay were in line with expectation. Delays in deal completion in Peru resulted in lower than expected expenditure on those projects.

Other sources of funds

As at September 30, 2016, the other sources of funds potentially available to the Company are through the exercise of outstanding stock options and share purchase warrants with terms as follows:

Stock Options	Outstanding				Exercisable
Expiry date	Number of		Exercise price	Remaining	Number of		Exercise price	Remaining
	options			contractual	options			contractual
				life (years)				life (years)
Dec 7, 2016	95,139	$	2.21	0.19	95,139	$	2.21	0.19
Feb 3, 2019	30,000		1.50	2.35	30,000		1.50	2.35
Feb 17, 2019	1,220,000		0.51	2.38	1,220,000		0.51	2.38
Aug 17, 2020	1,229,250		1.30	3.88	909,250		1.30	3.88
June 21, 2021	2,355,000		2.63	4.72	883,125		2.63	4.72
	4,929,389		1.76	3.83	3,137,514		1.40	3.41

Expiry date	Number of warrants		Exercise price
August 5, 2017	194,993	$	0.85
August 14, 2017	67,645		0.85
September 16, 2017	1,902,500		1.70
May 4, 2018	31,261		1.40
	2,196,399	$	1.59

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.8

Off-balance sheet arrangements

The Company does not utilize off-balance sheet arrangements.

1.9

Transactions with related parties

(a)

Related parties

		Three months		Three months		Nine months		Nine months
		ended		nded		ended		ended
		September 30,		September 30,		September 30,		September 30,
		2016		2015		2016		2015
Universal Mineral Services Ltd. ¹
Included in the statement of operations:

Consulting fees, directors' fees, wages and benefits	$	77,823	$	109,113	$	225,784	$	327,124
Legal and professional fees		206		678		908		678
Office, rent and administration		95,576		112,210		297,931		308,797
Regulatory, transfer agent and shareholder information		2,363		-		8,108		5,850
Travel, marketing and investor relations		216		84,696		9,432		161,920
Project investigation costs		-		15,453		-		95,890
Capitalized to mineral property interests:
Committee Bay		4,484		34,517		11,064		110,061
Peru		-		6,520		-		6,520

Total transaction for the periods	$	180,668	$	363,187	$	553,227	$	1,016,840

Universal Mineral Services Ltd., (“UMS”) is a private company with directors and officers in common that, pursuant to an agreement dated December 30, 2015, provides office space and administrative services to the Company on a cost recovery basis. The outstanding balance owing at September 30, 2016 was $64,553 (December 31, 2015 – $119,781).

(b)

Compensation of key management personnel

During the period, compensation to key management personnel was as follows:

		Three months ended		Three months ended		Nine months ended		Nine months ended
		September 30,		September 30, 2015		September 30, 2016		September 30, 2015
		2016
Short-term
benefits	$	234,725	$	150,375	$	680,131	$	419,720
Share-based
payments		412,383		110,172		1,071,006		131,090
	$	647,108	$	260,547	$	1,751,137	$	550,810

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.10

Subsequent events

	a)	Subsequent to September 30, 2016, a total of 23,601 stock options were exercised with a weighted average exercise price of $1.86 for gross proceeds of $43,921.

	b)	Subsequent to September 30, 2016, a total of 165,758 share purchase warrants were exercised with a weighted average exercise price of $1.70 for gross proceeds of $281,561.

	c)	All other subsequent events are included within other sections of this MD&A.

1.11

Proposed Transactions

None

1.12

Critical Accounting Estimates

This section is not required as the Company is a Venture Issuer, as the term is defined in National Instrument 51-102

Continuous Disclosure Obligations .

1.13

Changes in accounting policies including initial adoption

None

1.14

Financial instruments and other instruments

As at September 30, 2016, the Company’s financial instruments consist of cash and cash equivalents, investments, amounts receivable, deposits and accounts payables and accrued liabilities. The fair values of these financial instruments approximate their carrying values due to their short-term to maturity. The Company’s financial instruments are exposed to certain financial risks including, credit risk, currency risks, liquidity risk, interest rate risk and capital risk management. Details of each risk are laid out in the notes to the Company’s consolidated financial statements.

1.15

Other requirements

Capital structure

Authorized: Unlimited number of common shares

Number of common shares issued and outstanding as at November 23, 2016: 66,654,173 Number of common shares issued and outstanding as at September 30, 2016: 66,464,814

Stock options as at November 23, 2016:

Stock Options	Outstanding				Exercisable
Expiry date	Number of		Exercise price	Remaining	Number of		Exercise price	Remaining
	options			contractual	options			contractual
				life (years)				life (years)
Dec 7, 2016	82,788	$	2.21	0.04	82,788	$	2.21	0.04
Feb 3, 2019	10,000		1.50	2.20	20,000		1.50	2.20
Feb 17, 2019	1,220,000		0.51	2.24	1,220,000		0.51	2.24
Aug 17, 2020	1,228,000		1.30	3.74	1,068,000		1.30	3.74
June 20, 2021	2,355,000		2.63	4.58	883,125		2.63	4.58
	4,905,788	$	1.76	3.70	3,273,913	$	1.39	3.30

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Nine Months Ended September 30, 2016

1.15

Other requirements (continued)

Share purchase warrants as at November 23, 2016:

Expiry date	Number of warrants		Exercise price
August 5, 2017	194,993	$	0.85
August 14, 2017	67,645		0.85
September 16, 2017	1,737,500		1.70
May 4, 2018	30,503		1.40
	2,030,641	$	1.59

Disclosure controls and procedures

Management of the Company, with the participation of the Chief Executive Officer and the Chief Financial Officer, have evaluated the design of the Company’s disclosure controls and procedures (“DC&P”) and the design of internal controls over financial reporting (“ICFR”) as required by Canadian securities laws, and have concluded that such procedures are adequate to ensure accurate and complete disclosures in public filings.

Note: As a venture issuer, the Company is not required to certify the design and evaluation of the issuer’s DC&P and ICFR and has not completed such an evaluation; and there are inherent limitations on the ability of management to design and implement on a cost effective basis DC&P and ICFR for the Company which may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports required under securities legislation.

On behalf of the Board of Directors,

“Shawn Wallace”

Shawn Wallace

President and Chief Executive Officer

November 23, 2016

Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate

I, Shawn Wallace , Chief Executive Officer of Auryn Resources Inc. , certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of *Auryn Resources Inc.* , (the “issuer”) for the interim period ended September 30, 2016.

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: November 23, 2016

Signed “Shawn Wallace”

Shawn Wallace

Chief Executive Officer and President

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate

I, Peter Rees , Chief Financial Officer of Auryn Resources Inc. , certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of *Auryn Resources Inc.* , (the “issuer”) for the interim period ended September 30, 2016.

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: November 23, 2016

Signed “Peter Rees”

Peter Rees

Chief Financial Officer

NOTE TO READER

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

(An exploration stage company)

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, 2016 and 2015

Unaudited

(Expressed in Canadian dollars)
_______________________

AURYN RESOURCES INC.
(the "Company")

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, 2016 and 2015

NOTICE OF NO AUDITOR REVIEW

The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of Company’s management.

The Company’s independent auditor has not performed a review of these condensed consolidated interim financial statements in accordance with the standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by the entity’s auditor.

August 18, 2016

Auryn Resources Inc.

Consolidated Statements of Financial Position

Unaudited - (Expressed in Canadian dollars)

		June 30,			December 31,
		2016			2015

Assets

Current assets:
Cash and cash equivalents (note 3)	$	11,349,758		$	3,601,317
Amounts receivable		232,759			322,332
Prepaid expenses and deposits		549,627			92,655
		12,132,144			4,016,304

Non-current assets:
Restricted cash (note 3)		115,050			100,000
Mineral property interests (note 4)		30,624,067			25,103,359
Equipment (note 5)		1,802,414			1,811,551
Deferred acquisition costs (note 6)		292,154			–
Total assets	$	44,965,829		$	31,031,214


Liabilities and Equity

Liabilities
Current liabilities:
Accounts payable and accrued liabilities	$	1,446,046		$	513,885
Flow-through share premium liability (note 7)		1,651,843			–
		3,097,889			513,885

Non-current liabilities:
Provision for site reclamation and closure (note 8)		1,112,638			1,100,093
Total liabilities	$	4,210,527		$	1,613,978

Equity
Share capital (note 9)	$	44,488,531		$	32,546,799
Equity reserves (note 10)		5,890,539			4,358,367
Accumulated other comprehensive income		1,140			–
Deficit		(9,624,908	)		(7,487,930	)
Total equity	$	40,755,302		$	29,417,236
Total liabilities and equity	$	44,965,829		$	31,031,214

Subsequent events (note 16)

Approved on behalf of the Board of Directors:

"Ivan Bebek"	"Shawn Wallace"
Director	Director

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Auryn Resources Inc.

Consolidated Statements of Loss and Comprehensive Loss

Unaudited - (Expressed in Canadian dollars, except share amounts)

		Three months ended			Three months ended			Six months ended			Six months ended
		June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015

Administration expenses:
Consulting fees, directors' fees, wages and benefits	$	432,323		$	313,283		$	899,369		$	519,768
Legal and professional fees		43,276			16,406			66,757			39,790
Office, rent and administration		174,484			110,303			348,440			210,394
Regulatory, transfer agent and shareholder information		31,172			34,440			44,449			53,005
Share-based compensation (note 10(a))		838,999			22,843			980,328			64,656
Travel, marketing and investor relations		142,580			143,602			422,534			255,926
		1,662,834			640,877			2,761,877			1,143,539

Other expenses (income):
Project investigation costs		29,120			47,722			47,164			181,017
Accretion of provision for site reclamation and closure (note 8)		6,291			–			12,545			–
Interest and other income		(22,060	)		(38,106	)		(30,070	)		(41,919	)
Amortization of flow-through share premium (note 7)		(667,180	)		–			(667,180	)		–
Gain on investments (note 4(a))		–			–			–			(200,000	)
Foreign exchange loss (gain)		11,622			(5,001	)		12,642			(434	)
		(642,207	)		4,615			(624,899	)		(61,336	)

Net loss before income taxes		(1,020,627	)		(645,492	)		(2,136,978	)		(1,082,203	)
Deferred income tax recovery		–			78,000			–			78,000

Loss for the period	$	(1,020,627	)	$	(567,492	)	$	(2,136,978	)	$	(1,004,203	)

Other comprehensive income, net of tax
Items that may be reclassified subsequently to profit or loss:
Fair value gain on available-for-sale financial assets, net of tax	$	–		$	522,000		$	–		$	522,000
Unrealized currency gain on translation of foreign operations		1,140			–			1,140			–

Other comprehensive income for the period		1,140			522,000			1,140			522,000

Total comprehensive loss for the period	$	(1,019,487	)	$	(45,492	)	$	(2,135,838	)	$	(482,203	)

Basic and diluted loss per share (note 15)	$	(0.02	)	$	(0.02	)	$	(0.04	)	$	(0.03	)
Weighted average number of shares outstanding (basic and diluted)		54,822,424			30,152,724			51,921,016			30,148,281

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Auryn Resources Inc.

Consolidated Statements of Changes in Equity

Unaudited - (Expressed in Canadian dollars, except share amounts)

								Accumulated other
	Number of		Share capital		Equity reserves			comprehensive		Deficit			Total
	common shares							income

Balance at December 31, 2014	30,136,085	$	12,687,735	$	718,612		$	–	$	(4,623,620	)	$	8,782,727
Comprehensive loss for the period	–		–		–			522,000		(1,004,203	)		(482,203	)
Stock options exercised (note 9(b))	17,500		8,925		–			–		–			8,925
Fair value of stock options allocated to share capital issued on exercise (note 9(b))	–		8,703		(8,703	)		–		–			–
Share-based compensation (note 10(a))	–		–		75,114			–		–			75,114
Balance at June 30, 2015	30,153,585	$	12,705,363	$	785,023		$	522,000	$	(5,627,823	)	$	8,384,563


Balance at December 31, 2015	48,828,729	$	32,546,799	$	4,358,367		$	–	$	(7,487,930	)	$	29,417,236
Comprehensive loss for the period	–		–		–			1,140		(2,136,978	)		(2,135,838	)
Stock options exercised (note 9(b))	398,750		245,675		–			–		–			245,675
Fair value of stock options allocated to share capital issued on exercise (note 9(b))	–		223,084		(223,084	)		–		–			–
Warrants exercised (note 9(b))	272,738		429,083		–			–		–			429,083
Fair value of warrants allocated to share capital issued on exercise (note 9(b))	–		191,184		(191,184	)		–		–			–
Share-based compensation (note 10(a))	–		–		1,458,877			–		–			1,458,877
Shares issued pursuant to bought deal financing, net of share issue costs (note 9(b))	9,018,414		10,852,706		487,563			–		–			11,340,269
Balance at June 30, 2016	58,518,631	$	44,488,531	$	5,890,539		$	1,140	$	(9,624,908	)	$	40,755,302

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Auryn Resources Inc.

Consolidated Statements of Cash Flows

Unaudited - (Expressed in Canadian dollars)

		Three months ended			Three months ended			Six months ended			Six months ended
		June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015

Cash (used in) provided by:
Operating activities:
Loss for the period	$	(1,020,627	)	$	(567,492	)	$	(2,136,978	)	$	(1,004,203	)
Items not involving cash:
Interest income classified as investing activity		(22,060	)		(12,256	)		(30,070	)		(16,069	)
Accretion expense		6,291			–			12,545			–
Gain on investment initial recognition (note 4(a))		–			–			–			(200,000	)
Amortization of flow-through share premium (note 7)		(667,180	)		–			(667,180	)		–
Unrealized foreign exchange		14,581			17,485			14,758			7,088
Share-based compensation		838,999			23,683			980,328			67,033
Deferred income tax		–			(78,000	)		–			(78,000	)
Changes in non-cash working capital:
Amounts receivable		(151,191	)		(129,286	)		89,189			(109,165	)
Joint venture advances		–			(682,429	)		–			(682,429	)
Prepaid expenses and deposits		(58,957	)		24,722			(150,397	)		20,914
Accounts payable and accrued liabilities		69,940			41,783			(49,887	)		153,008
Cash used in operating activities		(990,204	)		(1,361,790	)		(1,937,692	)		(1,841,823	)

Investing activities:
Interest received		22,060			7,868			30,070			23,403
Purchase of equipment		(92,337	)		–			(92,337	)		–
Exploration and evaluation expenditures		(3,222,559	)		(1,825,479	)		(4,275,710	)		(1,934,964	)
Deferred acquisition costs		(292,154	)		(174,872	)		(292,154	)		(174,872	)
Purchase of marketable securities (note 4(a))		–			–			–			(500,000	)
Cash used in investing activities		(3,584,990	)		(1,992,483	)		(4,630,131	)		(2,586,433	)

Financing activities:
Proceeds from issuance of common shares, net of cash share issuance costs (note 9(b))		13,659,292			–			13,659,292			–
Proceeds from stock option and warrant exercises		509,333			638			674,758			8,926
Change in restricted cash (note 3)		(17,250	)		–			(15,050	)		–
Cash provided by financing activities		14,151,375			638			14,319,000			8,926

Effect of foreign exchange rate changes on cash and cash equivalents		(3,179	)		(20,541	)		(2,736	)		(5,461	)

Increase (decrease) in cash and cash equivalents		9,573,002			(3,374,176	)		7,748,441			(4,424,791	)
Cash and cash equivalents, beginning of the period		1,776,756			7,615,624			3,601,317			8,666,239
Cash and cash equivalents, end of the period	$	11,349,758		$	4,241,448		$	11,349,758		$	4,241,448

Supplemental cash flow information (note 14)

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and six months ended June 30, 2016 and 2015

1.	Corporate information

	Auryn Resources Inc. (the “Company” or “Auryn”) was incorporated on June 9, 2008, under the British Columbia Business Corporations Act under the name Georgetown Capital Corp. On October 15, 2013, the Company changed its name to Auryn Resources Inc.

	The Company’s principal business activity is the acquisition, exploration and development of resource properties in Canada and South America.

	Effective September 25, 2015, the Company, pursuant to a plan of arrangement, acquired 100% of North Country Gold Corp.’s (“North Country”) issued and outstanding common shares. North Country owned the mineral concessions comprising the Committee Bay mineral property in Nunavut, Canada (note 4(a)).

	On June 13, 2016, the Company entered into a binding letter agreement with Homestake Resource Corporation (“Homestake”) pursuant to which Auryn will acquire Homestake under a plan of arrangement (the “Arrangement”). Homestake owns 100% in the Homestake Ridge Project which covers approximately 3,600 hectares within the Iskut- Stewart-Kitsault belt, in north-western British Columbia (note 6).

	As of June 30, 2016, the Company has also secured rights to various mining concessions in southern Peru (note 4(b)). The head office and principal address of Auryn is located at 1199 West Hastings Street, Suite 600, Vancouver, British Columbia, V6E 3T5.

2.	Basis of presentation

	(a)	Statement of compliance

		These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting” using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). The accounting policies followed in these condensed interim consolidated financial statements are the same as those applied in the Company’s most recent audited consolidated financial statements for the six months ended December 31, 2015. These condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the six months ended December 31, 2015, which were filed under the Company’s profile on SEDAR at www.sedar.com.

		These condensed interim consolidated financial statements were authorized for issue and approved by the Board of Directors of the Company on August 18, 2016.

	(b)	Basis of preparation and consolidation

		These condensed interim consolidated financial statements have been prepared on a historical cost basis except for financial instruments classified as available-for-sale that have been measured at fair value. The functional and presentation currency is the Canadian dollar, therefore all amounts are presented in Canadian dollars unless otherwise noted.

		These condensed interim consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control exists when the Company has power over an investee, exposure or rights, to variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of the Company’s returns.

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and six months ended June 30, 2016 and 2015

2.	Basis of presentation (continued)

(b)

Basis of preparation and consolidation (continued)

Subsidiary	Place of incorporation	Beneficial Interest
North Country Gold Corp.	Alberta, Canada	100%
Committee Bay North Ltd.	Northwest Territories, Canada	100%
Corisur Peru, S.A.C.	Peru	100%
CBR Australia Holdings Inc. (inactive)	Alberta, Canada	100%
Akkese Madencilik Sanayi Ve Ticaret (inactive)	Turkey	100%

	(c)	Critical accounting judgments and estimates

		The preparation of financial statements in conformity with IFRS requires management to select accounting policies and make estimates and judgments that may have a significant impact on the condensed interim consolidated financial statements. Estimates are continuously evaluated and are based on management’s experience and expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes may differ from these estimates. The Company’s critical accounting judgments and estimates were presented in Note 2 of the audited annual consolidated financial statements for the six months ended December 31, 2015 and have been consistently applied in the preparation of these condensed interim consolidated financial statements. No new judgements were applied for the periods ended June 30, 2016 and 2015.

	(d)	Going concern

		These condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations. The ability of the Company to meet its commitments as they become due, including completion of the acquisition of an interest in and exploration and development of its mineral properties, is dependent upon the existence of economically recoverable reserves, the Company’s ability to obtain the necessary financing to complete exploration and development and upon future profitable production or proceeds from disposition of these properties. The outcome of these matters cannot be predicted at this time. These condensed interim consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. Such adjustments could be material.

3.	Cash and Cash Equivalents

		June 30, 2016		December 31, 2015
Components of cash and cash equivalents:
Cash	$	11,349,758	$	3,601,317
Restricted Cash		115,050		100,000
	$	11,464,808	$	3,701,317

Restricted Cash

As at June 30, 2016, the Company had restricted cash in the amount of $115,050 (December 31, 2015 - $100,000). This balance includes an amount of $86,300 in connection with an irrevocable standby letter of credit in favor of Kitikmeot Inuit Association and an amount of $28,750 related to a collateral deposit on corporate credit cards.

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and six months ended June 30, 2016 and 2015

4.	Mineral property interests

	(a)	Committee Bay

		The Company, through its wholly owned subsidiary North Country, owns a 100% interest in the Committee Bay project located in Nunavut, Canada. The Committee Bay project includes more than 380,000 hectares situated along the Committee Bay Greenstone Belt located within the Western Churchill Province.

		The Committee Bay project was acquired on September 25, 2015 through the Company’s acquisition of 100% of the issued and outstanding shares of North Country. Prior to this acquisition, 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. The completion of the acquisition resulted in Auryn owning 100% of the project.

		Effective March 16, 2015, as a condition of the definitive joint exploration agreement with North Country, the Company entered into a share subscription agreement to purchase 10,000,000 North Country common shares at a price of $0.05 for a total cost of $500,000. The investment in North Country was classified as an available-for-sale financial asset and was recorded at fair value. At the date of initial recognition, there was a difference between the cost of the investment and its fair value and as a result, the Company recorded an initial gain on recognition of $200,000 through the loss for the period. The fair value of the North Country common shares were subsequently included in the fair value of assets acquired and liabilities assumed through the acquisition of North Country.

		The Committee Bay project is 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.

	(b)	Peruvian Exploration Projects

		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. As of June 30, 2016, $182,357 (US$140,000) is included in mineral property interests as Peru acquisition costs

		On June 2, 2016, the Company acquired the rights to the Huilacollo epithermal property in the Tacna province of southern Peru, which is comprised of 2,000 hectares of intense hydrothermal alteration. The rights were acquired 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. As of June 30, 2016, $322,067 (US$250,000) has been included in mineral property interests as Peru acquisition costs.

Due Dates	Property Payments		Work Expenditures
Effective Date (May 31, 2016)	US$	250,000	US$	-
Within 24 months of Effective Date		500,000		2,000,000
Within 36 months of Effective Date		-		3,000,000
Within 48 months of Effective Date		250,000		-
Within 60 months of Effective Date		250,000		2,000,000
Within 72 months of Effective Date		7,500,000		-
Total	US$	8,750,000	US$	7,000,000

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and six months ended June 30, 2016 and 2015

4.	Mineral property interests (continued)

	(b)	Peruvian Exploration Projects (continued)

		On June 2, 2016, the Company announced its acquisition of a 100% ownership in the Curibaya property, which is also in the Tacna province of southern Peru. The Curibaya property, which consists of 31,600 hectares, was acquired through direct staking and the national auction process.

	(c)	The Company capitalized the following costs as mineral property interests:

		Committee Bay		Peru		Total
Balance as at December 31, 2015	$	24,354,267	$	749,092	$	25,103,359
Acquisition costs
Additions:
Other acquisition costs		39,106		648,465		687,571
Exploration and evaluation costs
Additions:
Assaying		16,165		16,073		32,238
Exploration drilling		257,695		-		257,695
Camp cost, equipment and field supplies		390,256		-		390,256
Geological consulting services		313,979		41,119		355,098
Geophysical analysis		584,714		-		584,714
Permitting, environmental and community costs		115,383		59,260		174,643
Expediting and mobilization		109,917		-		109,917
Salaries and wages		718,308		37,882		756,190
Fuel and consumables		174,142		-		174,142
Aircraft and travel		1,519,566		-		1,519,566
Share-based compensation (note 10(a))		478,549		-		478,549
Currency translation adjustment		-		129		129
Balance as at June 30, 2016	$	29,072,047	$	1,552,020	$	30,624,067

		Committee Bay		Peru		Total
Balance as at June 30, 2015	$	2,067,163	$	-	$	2,067,163
Acquisition costs
Additions:
Acquisition of North Country		17,999,192		-		17,999,192
Other acquisition costs		291		406,145		406,436
Exploration and evaluation costs
Additions:
Assaying		242,543		-		242,543
Exploration drilling		428,895		-		428,895
Camp cost, equipment and field supplies ¹		785,964		-		785,964
Geological consulting services		293,112		257,177		550,289
Geophysical analysis		215,126		-		215,126
Permitting, environmental and community costs		212,244		-		212,244
Expediting and mobilization		34,779		-		34,779
Salaries and wages		360,169		40,154		400,323
Fuel and consumables		477,852		-		477,852
Aircraft and travel		1,089,458		45,616		1,135,074
Share-based compensation		147,479		-		147,479
Balance as at December 31, 2015	$	24,354,267	$	749,092	$	25,103,359

¹ Included in camp cost, equipment and field supplies is an amount of $442,017 charged by North Country prior to the acquisition for the use of infrastructure during the Joint Exploration Agreement.

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and six months ended June 30, 2016 and 2015

5.	Equipment

		Camp and field		Machinery and
		equipment		equipment		Total
Cost
Balance, December 31, 2015	$	1,110,521	$	747,480	$	1,858,001
Additions		15,279		77,058		92,337
Balance, June 30, 2016	$	1,125,800	$	824,538	$	1,950,338

Accumulated Depreciation
Balance, December 31, 2015	$	27,763	$	18,687	$	46,450
Depreciation		55,680		45,794		101,474
Balance, June 30, 2016	$	83,443	$	64,481	$	147,924

Net book value
December 31, 2015	$	1,082,758	$	728,793	$	1,811,551
June 30, 2016	$	1,042,357	$	760,057	$	1,802,414

		Camp and field		Machinery and
		equipment		equipment		Total
Cost
Balance, June 30, 2015	$	-	$	-	$	-
Additions		1,110,521		747,480		1,858,001
Balance, December 31, 2015	$	1,110,521	$	747,480	$	1,858,001

Accumulated Depreciation
Balance, June 30, 2015	$	-	$	-	$	-
Depreciation		27,763		18,687		46,450
Balance, December 31, 2015	$	27,763	$	18,687	$	46,450

Net book value
June 30, 2015	$	-	$	-	$	-
December 31, 2015	$	1,082,758	$	728,793	$	1,811,551

During the six months ended December 31, 2015, the Company acquired equipment with a cost of $1,858,001 in connection with the acquisition of North Country (note 4(a))

6.	Deferred acquisition costs

		June 30, 2016		December 31, 2015
Components of deferred acquisition costs:
Convertible loan to Homestake	$	150,000	$	-
Costs incurred in connection with acquisition of Homestake		113,746		-
Other deferred mineral acquisition costs		28,408		-
	$	292,154	$	-

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and six months ended June 30, 2016 and 2015

6.	Deferred acquisition costs (continued)

	On June 13, 2016, the Company entered into a binding letter agreement with Homestake pursuant to which Auryn will acquire Homestake under a plan of arrangement. The consideration for 100% of the Homestake shares will be the issuance of approximately 3.3 million Auryn shares valued at approximately $8.9 million based on the closing price of Auryn shares of $2.68 per share as at June 13, 2016. Under the proposed Arrangement, Homestake shareholders will receive one Auryn share for each seventeen (17) Homestake common shares held at the time of completion of the Arrangement.

	In connection with the Homestake acquisition, the Company entered into a loan agreement with Homestake dated May 10, 2016, which provided for the loan of $150,000. The loan agreement contained a conversion feature allowing conversion of the indebtedness into Homestake common shares at a conversion price of $0.10 per Homestake common share. On July 20, 2016, subsequent to June 30, 2016, the Company exercised its conversion rights under the loan agreement and received 1,500,000 shares of Homestake.

7.	Flow-through share premium liability

	On May 4, 2016, the Company closed a bought deal financing for gross proceeds of $14,944,803 through the issuance of 4,732,700 flow-through shares at a price of $1.89 per flow-through share and 4,285,714 common shares at a price of $1.40 per common share (note 9(b)). The flow-through shares were issued at a premium of $0.49 per flow-through share, calculated as the difference between the price of a flow-through share and the price of a common share, as tax deductions generated by the eligible expenditures will be passed through to the shareholders of the flow-through shares once the eligible expenditures are incurred and renounced. The total flow-through share premium liability related to the 4,732,700 flow-through shares issued is $2,319,023 and represents the Company’s obligation to spend the $8,944,803 on eligible expenditures which the Company expects to complete during the year ended December 31, 2016. As of June 30, 2016, $2,573,410 of eligible expenditures have been incurred and the liability has been amortized accordingly as shown below:

		June 30, 2016
Balance, December 31, 2015	$	-
Flow-through share premium liability at issuance		2,319,023
Amortization of flow-through share premium		(667,180	)
Balance, end of period	$	1,651,843

8.	Provision for site reclamation and closure

	The Company recognizes a provision for site reclamation and closure, which reflects the present value of the estimated amount of cash flows required to satisfy the asset retirement obligation in respect of the Committee Bay property. The components of this obligation are the removal of equipment currently being used at the site as well as costs associated with the reclamation of the camp and work sites on the property. It is the Company’s intention to continue exploration work on the property until at least the current mining leases expire, which are between 2026 and 2033. The estimate of future asset retirement obligations is subject to change based on amendments to applicable laws, management’s intentions, and mining lease renewals.

	The present value of future estimated cash flows required to settle the site reclamation and closure obligation was estimated at $1,112,638 (December 31, 2015: $1,100,093). The key assumptions on which the estimates were based on for both the June 30, 2016 and December 31, 2015 liability are:

	•	Undiscounted risk-adjusted cash flow for site reclamation of $1,145,768
	•	Expected timing of future cash flows is based on mining leases expiration, which is between 2026 and 2033
	•	Annual inflation rate 2%
	•	Risk-free interest rate 2.27%

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and six months ended June 30, 2016 and 2015

8.	Provision for site reclamation and closure (continued)

	The following is a continuity of the provision for site reclamation:

		June 30, 2016		December 31, 2015
Balance, beginning of period	$	1,100,093	$	-
Provision incurred		-		1,093,874
Accretion expense		12,545		6,219
Balance, end of period	$	1,112,638	$	1,100,093

9.	Share capital

	(a)	Authorized

		Unlimited common shares without par value

	(b)	Issued during periods

On May 4, 2016, the Company closed a bought deal financing for gross proceeds of $14,944,803 (the “Offering”). Under the terms of the Offering, a syndicate of underwriters led by Beacon Securities Limited (the “Underwriters”) agreed to purchase, on a bought deal basis pursuant to the filing of a short form prospectus, an aggregate of 4,732,700 flow-through shares at a price of $1.89 per flow-through share and 4,285,714 common shares at a price of $1.40 per common share. Share issue costs related to the Offering totaled $1,773,074, which included $896,688 in commissions, the fair value of $487,563 related to 541,104 share purchase warrants issued to the underwriters (note 10(b)) and $388,823 in other issuance costs. The gross proceeds from the Offering were also offset by $2,319,023, which relates to the flow-through share premium liability (note 7). A reconciliation of the impact of the Offering on the common shares is as follows:

	Number of		Dollar impact on
	common shares		share capital
Common shares issued at $1.40 per share	4,285,714	$	6,000,000
Flow-through shares issued at $1.89 per share	4,732,700		8,944,803
Cash share issue costs			(1,285,511	)
Fair value of warrants issued (note 10(b))			(487,563	)
Flow-through share premium liability (note 7)			(2,319,023	)
	9,018,414	$	10,852,706

	i.	During the six months ended June 30, 2016, 398,750 (June 30, 2015: 17,500) shares were issued as a result of stock options being exercised with a weighted average exercise price of $0.62 (June 30, 2015: $0.51) for gross proceeds of $245,675 (June 30, 2015: $8,925). Attributed to these stock options, fair value of $223,084 (June 30, 2015: $8,703) was transferred from the equity reserves and recorded against share capital.

	ii.	During the six months ended June 30, 2016, 272,738 (June 30, 2015: nil) shares were issued as a result of share purchase warrants being exercised with a weighted average exercise price of $1.57 for gross proceeds of $429,083. Attributed to these share purchase warrants, fair value of $191,184 was transferred from the equity reserves and recorded against share capital.

	iii.	On September 25, 2015, pursuant to a plan of arrangement, the Company issued a total of 13,838,894 common shares in connection with it acquisition of North Country with a fair value of $1.22 per common share.

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and six months ended June 30, 2016 and 2015

9.	Share capital (continued)

(b)

Issued during periods (continued)

	iv.	On September 16, 2015, the Company completed a non-brokered private placement for gross proceeds of $5,802,000 by issuing 4,835,000 Units of the Company at a price of $1.20 per Unit. Each Unit consists of one common share and one common share purchase warrant. 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.

		Related to this share issuance, an amount of $2,681,454 was allocated as the fair value of the Unit’s warrants estimated using the Black-Scholes option valuation model. The Company also incurred costs of issuance in the amount of $163,820, which included cash commissions of $119,520 and other legal and regulatory costs of $44,300.

10.

Equity reserves

	(a)	Share-based payments

		The Company maintains a Rolling Stock Option Plan providing for the issuance of stock options up to 10% of the Company’s issued and outstanding common shares at the time of the grant. The Company 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 12½% every three months thereafter for a total vesting period of 18 months.

		The continuity of the number of stock options issued and outstanding is as follows:

	Number of stock			Weighted average
	options			exercise price
Outstanding, June 30, 2015	1,551,250		$	0.51
Granted	2,120,000			2.19
Exercised	(1,250	)		0.51
Expired	(730,000	)		3.88
Outstanding, December 31, 2015	2,940,000		$	0.89
Granted	2,355,000			2.63
Exercised	(398,750	)		0.62
Expired	(40,000	)		1.50
Outstanding, June 30, 2016	4,856,250		$	1.75

As at June 30, 2016, the number of stock options outstanding and exercisable was:

	Outstanding				Exercisable
Expiry date	Number of		Exercise	Remaining	Number of		Exercise	Remaining
	options		price	contractual	options		price	contractual
				life (years)				life (years)
Feb 3, 2019	50,000	$	1.50	2.60	50,000	$	1.50	2.60
Feb 17, 2019	1,220,000		0.51	2.64	1,220,000		0.51	2.64
Aug 17, 2020	1,231,250		1.30	4.13	751,250		1.30	4.13
June 21, 2021	2,355,000		2.63	4.98	588,750		2.63	4.98
	4,856,250		1.75	4.15	2,610,000		1.23	3.59

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and six months ended June 30, 2016 and 2015

10.

Equity reserves (continued)

(a)

Share-based payments (continued)

The Company uses the fair value method of accounting for all share-based payments to directors, officers, employees and others providing similar services. During the three and six months ended June 30, 2016, an amount of $838,999 and $980,328, respectively, (June 30, 2015 – $22,843 and $64,656, respectively) was expensed as stock based compensation and $nil (June 30, 2015 - $840 and $2,377, respectively) was included in project investigation costs, for both periods, in the consolidated statements of comprehensive loss. The Company also capitalized stock based compensation within mineral interests in the amount of $444,246 and $478,549 for the three and six months ended June 30, 2016, respectively (June 30, 2015 - $2,854 and $8,081, respectively).During the three and six months ended June 30, 2016, the Company granted 2,355,000 stock options to directors, officers, employees and others providing similar services. The weighted average fair value per option of these stock options was calculated as $1.75 using the Black-Scholes option valuation model at the grant date. See inputs and assumptions in the table below.

Excluding the 840,000 replacement options granted to former option holders of North Country (note 4(a)), the weighted average fair value of stock options granted per option during the six months ended December 31, 2015 was $0.91. The fair value was calculated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions and inputs:

	June 30, 2016	December 31, 2015
Risk-free interest rate	0.66%	0.60%
Expected dividend yield	nil	nil
Expected share price volatility	97.64%	105.18%
Expected life in years	4.00 years	3.23 years
Forfeiture rate	- %	- %

In connection with the acquisition of North Country, the Company granted 840,000 replacement stock options to former North Country option holders with an estimated fair value of $133,541, a weighted average fair value of $0.16 per option. The fair value was estimated using the Black-Scholes option valuation model with the following weighted average assumptions:

	Risk-free interest rate		0.43%
	Expected dividend yield		nil
	Stock price volatility		104%
	Expected life (in years)		0.54

The expected volatility assumption is based on the historical and implied volatility of the Company’s common share price on the TSX Venture Exchange. The risk-free interest rate assumption is based on the Government of Canada benchmark bond yields and treasury bills with a remaining term that approximates the expected life of the stock options.

(b)

Share purchase warrants

During the three and six months ended June 30, 2016, 541,104 share purchase warrants were issued to the underwriters of the Offering (note 9(b)). Each share purchase warrant is exercisable into a common share of the Company at a price of $1.40 per share for a period of 24 months. The fair value of the share purchase warrants was determined using the Black-Scholes option-pricing model using the grant date share price of $1.65, as well as the other inputs outlined below. The fair value of $487,563 has been recorded in equity reserves.

	Risk-free interest rate			0.58%
	Expected dividend yield			nil
	Stock price volatility			96%
	Expected life (in years)			2.00

There were no share purchase warrants issued for the three and six months ended June 30, 2015.

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and six months ended June 30, 2016 and 2015

10.

Equity reserves (continued)

(b)

Share purchase warrants (continued)

The continuity of the number of share purchase warrants is as follows:

	Warrants outstanding			Exercise price
Outstanding, June 30, 2015	-		$	-
Issued	4,835,000			1.70
Outstanding, December 31, 2015	4,835,000		$	1.70
Issued	541,104			1.40
Exercised	(272,738	)		1.57
Outstanding, June 30, 2016	5,103,366		$	1.67

As at June 30, 2016, the expiration date on the share purchase warrants outstanding is as follows:

Number of warrants		Exercise price	Expiry date
4,677,500	$	1.70	September 16, 2017
425,866		1.40	May 4, 2018
5,103,366	$	1.67

11.	Related party balances and transactions

	All transactions with related parties have occurred in the normal course of operations and are measured at their fair value as determined by management. All amounts are unsecured, non-interest bearing and have no specific terms of settlement, unless otherwise noted.

(a)

Related parties

		Three months		Three months		Six months		Six months
		ended		ended		ended		ended
		June 30, 2016		June 30, 2015		June 30, 2016		June 30, 2015
Universal Mineral Services Ltd. ¹
Included in the statement of operations:
Consulting fees, directors' fees, wages and benefits	$	71,094	$	112,784	$	147,961	$	218,011
Legal and professional fees		-		-		702		-
Office, rent and administration		101,351		100,305		202,356		196,588
Regulatory, transfer agent and shareholder information		5,745		5,850		5,745		5,850
Travel, marketing and investor relations		722		33,214		9,216		77,224
Project investigation costs		-		9,798		-		80,437
Capitalized to mineral property interests:
Committee Bay		6,580		58,869		6,580		75,544
Total transaction for the periods	$	185,492		320,820	$	372,560	$	653,654

Universal Mineral Services Ltd., (“UMS”) is a private company with directors and officers in common that, pursuant to an agreement dated December 30, 2015, provides office space and administrative services to the Company on a cost recovery basis. The outstanding balance owing at June 30, 2016 was $78,710 (December 31, 2015 – $119,781).

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and six months ended June 30, 2016 and 2015

11.

Related party balances and transactions (continued)

(b)

Compensation of key management personnel

During the period, compensation to key management personnel was as follows:

		Three months ended		Three months ended		Six months ended		Six months ended
		June 30, 2016		June 30, 2015		June 30, 2016		June 30, 2015
Short-term benefits	$	221,440	$	153,126	$	445,406	$	269,345
Share-based payments		546,795		7,390		658,623		20,918
	$	768,235	$	160,516	$	1,104,029	$	290,263

12.

Financial instruments

The Company’s financial instruments consist of cash and cash equivalents, investments, amounts receivable, deposits and accounts payable and accrued liabilities. Due to their short-term nature, the fair values of these financial instruments approximate their carrying values, unless otherwise noted.

The Company’s financial instruments are exposed to credit risk, liquidity risk, and market risks, which include currency risk and interest rate risk.

(a)

Credit risk

Credit risk is the risk that a third party fails to discharge its obligations under the terms of the financial contract and causes a financial loss for the Company. The Company’s credit risk is attributable to its cash and cash equivalents, amounts receivable, deposits. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash and cash equivalent balances in highly rated Canadian financial institutions and in Canadian guaranteed investments certificates (“GIC”). The Company considers the risk of loss associated with cash and cash equivalents to be low.

(a)

Credit risk (continued)

The Company also has credit risk exposure in relation to its receivables from its investments in Canadian GIC’s and goods and service tax (“GST”) from the Canadian government. Management is confident that their carrying values are recoverable in full and this risk is minimal.

(b)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure.

Trade and other payables are due within twelve months of the statement of financial position date.

(c)

Other price risk

Other price risk is the risk arising from the effect of changes in market conditions on the Company’s investments. The Company was exposed to other price risk through its available-for-sale investment in North Country, which was listed on the Toronto Stock Exchange Venture Exchange (the “TSX Venture Exchange”). Due to the acquisition of North Country (note 4) the Company realized its investment and is no longer affected by this type of risk.

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and six months ended June 30, 2016 and 2015

12.

Financial instruments (continued)

(d)

Market risk

This is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Significant market risks to which the company is exposed are as follows:

	(i)	Foreign currency risk

		The Company is exposed to currency risk by having balances and transactions in currencies that are different from its functional currency (the Canadian dollar). As at June 30, 2016, the Company held net financial assets denominated in US dollars in the amount of US$33,892 (December 31, 2015 – net liabilities of US$109,071).

		A 10% increase or decrease in the US dollar exchange rate would result in a corresponding increase or decrease in the Company’s net loss of approximately $4,378 (December 31, 2015 – $15,095).

	(ii)	Interest rate risk

		Interest rate risk is the risk arising from the effect of changes in prevailing interest rates on the Company’s financial instruments. The Company’s exposure to interest rate risks is limited to potential increases or decreases on the interest rate offered on cash and cash equivalents held at chartered Canadian financial institutions, which would result in higher or lower relative interest income. This risk is considered to be minimal.

13.

Segmented information

The Company operates in one reportable operating segment, being the acquisition, exploration and development of mineral resource properties. Geographic segmentation of non-current assets is as follows:

June 30, 2016		Canada		Peru		Total

Equipment, net	$	1,802,414	$	-	$	1,802,414
Mineral property interests		29,072,047		1,552,020		30,624,067
	$	30,874,451	$	1,552,020	$	34,426,481

December 31, 2015		Canada		Peru		Total

Equipment, net	$	1,811,551	$	-	$	1,811,551
Mineral property interests		24,354,267		749,092		25,103,359
	$	26,165,818	$	749,092	$	26,914,910

During the three and six months ended June 30, 2016 and 2015, the Company did not have revenues and the net loss and comprehensive loss was incurred in Canada.

14.

Supplemental cash flow information

		Three months		Three months		Six months		Six months
		ended		ended		ended		ended
		June 30, 2016		June 30, 2015		June 30, 2016		June 30, 2015
Accounts payable and accrued liabilities included in mineral property interests, change	$	1,064,400	$	124,117	$	986,582	$	124,117
Share-based compensation included in mineral property interests		444,246		2,854		478,549		8,081
Depreciation capitalized in mineral property interests		55,024		-		101,474		-

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three and six months ended June 30, 2016 and 2015

15.

Loss per share

Basic loss per share amounts are calculated by dividing the net loss for the period by the weighted average number of ordinary shares outstanding during the period.

		Three months		Three months		Six months		Six months
		June 30, 2016		June 30, 2015		June 30, 2016		June 30, 2015
Loss attributable to ordinary shareholders	$	1,020,627	$	567,492	$	2,136,978	$	1,004,203
Weighted average number of common shares		54,822,424		30,152,724		51,921,016		30,148,281
Basic and diluted loss per share	$	0.02	$	0.02	$	0.04	$	0.03

As at June 30, 2016, the Company had 4,856,250 share options and 5,103,366 share purchase warrants outstanding, all of which were anti-dilutive because the Company was in a loss position for the three and six months ended June 30, 2016.

At June 30, 2015, the Company had 1,551,250 share options, all of which were anti-dilutive because the Company was in a loss position for the three and six months ended June 30, 2015.

16.

Subsequent events

	a)	Subsequent to June 30, 2016, a total of 20,000 stock options were exercised with a weighted average exercise price of $1.50 for gross proceeds of $30,000.

	b)	Subsequent to June 30, 2016, a total of 3,085,590 share purchase warrants were exercised with a weighted average exercise price of $1.66 for gross proceeds of $5,127,576.

(An exploration stage company)

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF AURYN RESOURCES INC.

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2016

Dated: August 18, 2016

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Six Months Ended June 30, 2016

1.1

Date and forward-looking statements

This Management Discussion and Analysis (“MD&A”) of Auryn Resources Inc. (the “Company” or “Auryn”) has been prepared by management to assist the reader to assess material changes in the financial condition and results of operations of the Company as at June 30, 2016 and for the three and six months then ended. This MD&A should be read in conjunction with the condensed interim consolidated financial statements of the Company for the three and six months ended June 30, 2016 and 2015. The condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting” using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). The accounting policies followed in these condensed interim consolidated financial statements are the same as those applied in the Company’s most recent audited annual consolidated financial statements for the six months ended December 31, 2015.

The effective date of this MD&A is August 18, 2016.

The statements reflect the current beliefs of the management of the Company, and are based on currently available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors, which could cause the actual results, performance, or achievements of the Company to differ materially from those expressed in, or implied by, these statements. These uncertainties are factors that include but are not limited to risks related to international operations; risks related to general economic conditions and credit availability; uncertainty related to the resolution of legal disputes and lawsuits; actual results of current exploration activities and unanticipated reclamation expenses; fluctuations in prices of gold and other commodities; fluctuations in foreign currency exchange rates; increases in market prices of mining consumables; possible variations in mineral resources, grade or recovery rates; accidents, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; changes in national and local government regulation of mining operations, tax rules and regulations, and political and economic developments in countries in which the Company operates; as well as other factors. Additional information relating to the Company and its operations is available on SEDAR at www.sedar.com and on the Company’s web-site at www.aurynresources.com.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Six Months Ended June 30, 2016

1.2

Overall performance

1.2.1

Description of business

Auryn Resources Inc. (“Auryn” or the “Company”) is a exploration company focused on the acquisition, exploration and development of mineral resource properties. Auryn’s principle mineral property is the Committee Bay gold project located in Nunavut Canada.

The Company was incorporated under the British Columbia Business Corporations Act on June 9, 2008 under the name Georgetown Capital Corp. Subsequently on October 15, 2013, the Company changed its name to Auryn Resources Inc. and is a reporting issuer in the provinces of British Columbia and Alberta. The Company is listed on the TSX Venture Exchange (“the Exchange”) as a Tier 2 mining issuer, and its shares trade under the symbol AUG.V.

1.2.2

Committee Bay Project

Figure 1 – regional map showing the location of the Committee Bay project, adjacent mineral operations and local communities.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Six Months Ended June 30, 2016

1.2.2

Committee Bay Project (continued)

Ownership

Mineral Resources

Class		Cut off grade	Tonnes	Gold grade	Contained Au
		(g/t Au)	(t)	(g/t Au)	(oz)
April 2013 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

April 2013 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

•

See section 1.2.4 for cautionary language concerning mineral resources

The Three Bluffs deposit remains open along strike and at depth. Future programs will aim to significantly expand upon the current resource.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Six Months Ended June 30, 2016

1.2.2

Committee Bay Project (continued)

Acquisition

The Committee Bay project was acquired through the Company’s acquisition of North Country effective September 25, 2015 for a total purchase price of $18,378,375.

2016 Drilling and Exploration Programs

The Company’s 2016 exploration programs at the Committee Bay Project include both regional exploration and targeted drill testing. These programs commenced in June 2016 and will continue through to the middle of September 2016 at an estimated cost of $10 million.

The regional exploration has been conducted through the application of a electromagnetic airborne survey, a comprehensive till sampling program, digital imagery and DEM capture and ground-based magnetic surveys. The Company anticipates full coverage of the entire 300 km belt with the goal of target generation and refinement of the regional scale geologic model.

The 2016 drill tests will include follow-up drilling at some of the advanced stage targets across the belt including but not limited to West Plains, Anuri and areas within the vicinity of Three Bluffs. As of the date of this MD&A, the Company has completed approximately 11,000 metres of drilling across these target areas with results expected in September 2016.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Six Months Ended June 30, 2016

1.2.2

Committee Bay Project (continued)

Figure 2 – Committee Bay project overlaid with the 2016 till sampling locations and drill target areas.

2017 Resupply and Staging Operations

In preparation of future drill campaigns at Committee Bay, the Company has purchased and mobilized approximately $1.5 million of supplies, including fuel, via summer barges. This approach will significantly lower the overall cost of fuel delivered to the project site and provide the flexibility to expand operations as required.

1.2.3

Peruvian Exploration Projects

Sombrero Option

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 (C$182,357) which is included in mineral property interests as Peru acquisitions costs at June 30, 2016, with the remaining US$60,000 due on or before the first anniversary of the agreement.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Six Months Ended June 30, 2016

1.2.3

Peruvian Exploration Projects (continued)

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. In Chile, this Belt broadly follows the trace of the “West Fissure” Fault and hosts giant deposits of similar age such as Escondida, Zaldivar, Chuquicamata, and El Salvador.

Huilacollo Option

Huilacollo has excellent infrastructure with access by road, nearby high voltage power lines and water.

	Property	Work Expenditures
	Payments
Effective Date (May 31, 2016)	US$ 250,000	-
Within 24 months of Effective Date	500,000	US$ 2,000,000
Within 36 months of Effective Date	-	3,000,000
Within 48 months of Effective Date	250,000	-
Within 60 months of Effective Date	250,000	2,000,000
Within 72 months of Effective Date	7,500,000	-
Total	US$ 8,750,000	US$ 7,000,000

Curibaya

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Six Months Ended June 30, 2016

1.2.4

Acquisition of Homestake Resources Corporation

On June 13, 2016, the Company entered into a binding letter agreement with Homestake Resource Corporation (“Homestake”) pursuant to which Auryn will acquire Homestake under a plan of arrangement. The consideration for 100% of the Homestake shares will be the issuance of approximately 3.3 million Auryn shares valued at approximately $8.9 million based on the closing price of Auryn shares of $2.68 per share as at June 13, 2016. Under the proposed Arrangement, Homestake shareholders will receive one Auryn share for each seventeen (17) Homestake common shares held at the time of completion of the Arrangement.

In connection with the Homestake acquisition, the Company entered into a loan agreement with Homestake dated May 10, 2016, which provided for the loan of $150,000. The loan agreement contained a conversion feature allowing conversion of the indebtedness into Homestake common shares at a conversion price of $0.10 per Homestake common share. On July 20, 2016, subsequent to June 30, 2016, the Company exercised its conversion rights under the loan agreement and received 1,500,000 shares of Homestake.

Homestake owns 100% of the Homestake Ridge Project which covers approximately 3,600 hectares within the Iskut-Stewart-Kitsault belt, NW British Columbia. The Homestake Ridge project hosts numerous precious metal epithermal occurrences and a significant high-grade gold/silver/copper resource as listed in NI 43-101 report dated June 7, 2013 as filed under Homestake’s profile at www.sedar.com

1.2.5

Overall program analysis and economics

During the six months ended June 30, 2016, the Company expended $5,520,579 in exploration and acquisition expenditures at its mineral interests as detailed in the table below:

		Committee Bay		Peru		Total
Acquisition costs
Other acquisition costs		39,106		648,465		687,571
Exploration and evaluation costs
Assaying		16,165		16,073		32,238
Exploration drilling		257,695		-		257,695
Camp cost, equipment and field supplies		390,256		-		390,256
Geological consulting services		313,979		41,119		355,098
Geophysical analysis		584,714		-		584,714
Permitting, environmental and community costs		115,383		59,260		174,643
Expediting and mobilization		109,917		-		109,917
Salaries and wages		718,308		37,882		756,190
Fuel and consumables		174,142		-		174,142
Aircraft and travel		1,519,566		-		1,519,566
Share-based compensation		478,549		-		478,549
Total	$	4,717,780	$	802,799	$	5,520,579

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Six Months Ended June 30, 2016

1.2.6

Qualified Persons and Technical Disclosures

Michael Henrichsen, P. Geo., Chief Operating Officer of Auryn, is the Qualified Person with respect to the technical disclosures in this MD&A.

Cautionary Note About Mineral Resources:

1.3

Selected annual information

		Six Months		Year ended		Year ended
		December 31, 2015		June 30, 2015		June 30, 2014

Comprehensive loss for the period	$	2,382,107	$	1,400,603	$	2,079,793
Net loss for the period	$	1,860,107	$	1,922,603	$	2,079,793
Basic and diluted loss per share	$	0.05	$	0.08	$	0.13
Total assets	$	31,031,214	$	8,797,284	$	2,454,548
Total long-term liabilities	$	1,100,093	$	-	$	-
Cash dividends per share		-		-		-

The Company generated no revenues from operations during the above periods.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Six Months Ended June 30, 2016

1.4

Results of Operations

Six months ended June 30, 2016 and 2015

During the six months ended June 30, 2016, the Company reported a net loss of $2,136,978 and loss per share of $0.04 compared to $1,004,203 and $0.03 respectively for the same period in the prior year.

Significant variances are discussed as follows:

	(1)	During the six months ended June 30, 2016, the Company incurred $2,761,877 in administrative expenses, an increase of $1,618,338 over the same period in the prior year. This increase is attributable to additional corporate, office and administration, share-based compensation, legal and travel costs in support of the Committee Bay project, the Peruvian operations and project investigation activities. During the same period in the prior year, administrative costs pertained predominantly to corporate support and project investigation activities.

	(2)	The significant increase in wages and consulting fees on a per month basis relates to the addition of executive level and support personnel at the Company’s office in Vancouver.

	(3)	On July 21, 2016, the Company granted 2,355,000 incentive stock options to directors, officers, employees and others resulting in share-based compensation of $980,328 being recorded within administration costs. In the same period in the prior year, the Company recorded share-based compensation of $64,656 from the amortization of options granted previously.

	(4)	Travel, marketing and investor relation costs totalled $422,534 for the six month ended June 30, 2016 ($255,926 – six months ended June 30, 2015) relating to investor shows and conferences attended. This was an increase on the previous periods and tied to the Company’s larger market capitalization and increased project portfolio.

	(5)	Total direct project investigation costs for the six months ended June 30, 2016 were $47,164 compared to $181,017 in the same period of the previous year. This decrease relates to reduced levels of investigative activities as the Company’s staff focused on Committee Bay and acquisitions in Peru. Costs associated with the Company’s acquisition of Homestake (See 1.2.4) have been include in deferred acquisition costs).

	(6)	During the six months ended June 30, 2015, the Company realized a gain on initial recognition of its investment in North Country common shares of $200,000.

	(7)	During the six months ended June 30, 2016, the Company recorded other income of $667,180 related to the amortization of the flow-through premium created in connection with the Company’s May 2016 prospectus offering (see section 1.6/1.7).

Three months ended June 30, 2016 and 2015

During the three months ended June 30, 2016, the Company reported a net loss of $1,020,627 and loss per share of $0.02 compared to $567,492 and $0.02 respectively for the three months ended June 30, 2015.

Significant variances are discussed as follows:

	(1)	During the three months ended June 30, 2016, the Company incurred $1,662,634 in administrative expenses, an increase of $ 1,021,957 over the three-month period in the prior year. This increase is attributable to additional Consulting fees, directors' fees, wages and benefits, Share-based compensation, and Travel, marketing and investor relations costs. The increase relates to additional personnel and overhead added subsequent to the acquisition of North Country and the Company’s interests in Peru.

	(2)	During the three months ended June 30, 2016, as discussed above, the Company recorded $838,999 in share-based compensation expense and other income $667,180 related to the amortization of a flow- through premium.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Six Months Ended June 30, 2016

1.5

Summary of quarterly results

Three months ended	Interest and	Net loss		Comprehensive		Loss per share
	other income			loss
	$	$		$		$
June 30, 2016	22,060	(1,020,627	)	(1,019,487	)	(0.02	)
March 31, 2016	8,010	(1,116,351	)	(1,116,351	)	(0.02	)
December 31, 2015	8,814	(1,186,038	)	(1,186,038	)	(0.02	)
September 30, 2015	14,355	(674,069	)	(1,196,069	)	(0.01	)
June 30, 2015	38,106	(567,492	)	(45,492	)	(0.02	)
March 31, 2015	3,813	(436,711	)	(436,711	)	(0.01	)
December 31, 2014	4,983	(535,059	)	(535,059	)	(0.03	)
September 30, 2014	6,318	(383,341	)	(383,341	)	(0.02	)

During the last eight quarters, the Company’s net loss has ranged between $383,341 and $ 1,186,038. The Company losses and expenditures have generally increased during this period as the Company has progressed from project investigation and acquisition to exploration and development. Comprehensive loss for the period ended June 30, 2015 comparatively decreased due to the recognition of an unrealized gain resulting from the revaluation of the North Country investment. This accumulated gain was then recognized during the three months ended September 30, 2015. Also, during the three months ended March 31, 2015, the Company recognized a one-time gain of $200,000 due to the initial recognition of the investment in North Country, which reduced the net loss on that period.

1.6/1.7

Liquidity and capital resources

As at June 30, 2016, the Company had cash and cash equivalents of $11,349,758 and working capital of $10,686,098 (excluding the flow-through share premium liability). Current liabilities as at June 30, 2016 include accounts payable and accrued liabilities of $1,446,046, which have been incurred in connection the exploration and acquisition activities within the Company’s Committee Bay and Peru projects and maintaining the Company’s public listing in good standing.

During the three and six months ended June 30, 2016, the Company expended net cash of $990,204 and $1,937,692, respectively, in operating activities compared to $1,361,790 and $1,841,823, respectively, during the same periods in the prior year. The Company also expended $3,584,990 and $4,630,131 in investing activities during the three and six month periods, respectively, predominantly on program costs from its Committee Bay project.

During the three and six months ended June 30, 2016, the company raised net $14,151,375 and $14,319,000, respectively, in financing activities through the issuance of common shares and a change in restricted cash.

The Company’s current working capital is sufficient for the Company to meets its immediate liquidity requirements as well as those for the next twelve months.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Six Months Ended June 30, 2016

1.6/1.7

Liquidity and capital resources (continued)

Common shares issued

April 2016 Prospectus Offering

A summary of the intended use of the net cash proceeds of $13,659,292 is presented as follows:

Use of Proceeds: Proposed		Intended Use of	Actual Use of Proceeds	(Over)/under
12 Month Budget		Proceeds of the	of the Offering to June	expenditure
		Offering	30, 2016
2016 Committee Bay Project Exploration Program (Flow Through eligible):		$8,944,803	$2,573,410	$6,684,866
•	Airborne electromagnetic surveys
•	8,000 to 12,000 metres of drilling
•	Comprehensive till survey
•	Logistics and staging for 2016 programs
•	Advanced staging for 2017 programs
2016 Committee Bay Exploration Program (Non-Flow Through eligible)		$750,000	$39,106	$710,894
•	Claim staking program
•	Equipment and camp maintenance
•	Project administration and holding costs
General Working Capital		$3,964,489	$1,614,858	$2,349,631
Total		$13,659,292	$3,913,901	$9,745,391
Explanation of variances and the impact of variances on the ability of the Company to achieve its business objectives and milestones			The Company is in progress with respect to each of the planned objective. The majority of the funding related to Committee Bay is expected to be expended in July and August, 2016.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Six Months Ended June 30, 2016

1.6/1.7

Liquidity and capital resources (continued)

Other Issuances

A reconciliation between the intended use of proceeds and their actual is presented below:

Intended Use of Proceeds of			Actual Use of Proceeds from September 2015			(Over)/under
September 2015 Private Placement			September Private Placement until May 3, 2016			expenditure

Offering Expenses		$164,000	Offering Expenses		$164,000	-
Further development of the Committee Bay Project:			Further development of the Committee Bay Project:
•	Spring 2016 Mobilization	$2,500,000	•	Spring 2016 Mobilization	$2,298,372	$202,067
•	Regional staking programs		•	Regional staking programs
•	Geophysical surveys		Geophysical surveys

Peruvian Exploration Project		$1,500,000	Peruvian Exploration Project		$635,267	$864,733

General working capital		$1,638,000	General working capital		$1,952,142	$(314,142)

Total		5,802,000	Total		$5,049,781	$ 752,658

Explanation of variances and the impact of variances on the ability of the Company to achieve its business objectives and milestones			The Company’s expenditures within Committee Bay were in line with expectation. Delays in deal completion in Peru resulted in lower than expected expenditure on those projects.

Other sources of funds

As at June 30, 2016, the other sources of funds potentially available to the Company are through the exercise of outstanding stock options and share purchase warrants with terms as follows:

Stock Options				Outstanding				Exercisable
Expiry date	Number of		Exercise price	Remaining	Number of		Exercise price	Remaining
	options			contractual	options			contractual
				life (years)				life (years)
Feb 3, 2019	50,000	$	1.50	2.60	50,000	$	1.50	2.60
Feb 17, 2019	1,220,000		0.51	2.64	1,220,000		0.51	2.64
Aug 17, 2020	1,231,250		1.30	4.13	751,250		1.30	4.13
June 21, 2021	2,355,000		2.63	4.98	588,750		2.63	4.98
	4,856,250		1.75	4.15	2,610,000		1.23	3.59

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Six Months Ended June 30, 2016

1.6/1.7

Liquidity and capital resources (continued)

Warrants		Exercise price	Expiry date
4,677,500	$	1.70	September 16, 2017
425,866		1.40	May 4, 2018
5,103,366	$	1.67

1.8

Off-balance sheet arrangements

The Company does not utilize off-balance sheet arrangements.

1.9

Transactions with related parties

All transactions with related parties have occurred in the normal course of operations and are measured at their fair value as determined by management. All amounts are unsecured, non-interest bearing and have no specific terms of settlement, unless otherwise noted.

(a)

Related parties

		Three months		Three months		Six months		Six months
		ended		ended		ended		ended
		June 30, 2016		June 30, 2015		June 30, 2016		June 30, 2015

Universal Mineral Services Ltd. ¹
Included in the statement of operations:
Consulting fees, directors' fees, wages and benefits	$	71,094	$	112,784	$	147,961	$	218,011
Legal and professional fees		-		-		702		-
Office, rent and administration		101,351		100,305		202,356		196,588
Regulatory, transfer agent and shareholder information		5,745		5,850		5,745		5,850
Travel, marketing and investor relations		722		33,214		9,216		77,224
Project investigation costs		-		9,798		-		80,437
Capitalized to mineral property interests:
Committee Bay		6,580		58,869		6,580		75,544

Total transaction for the periods	$	185,492		320,820	$	372,560	$	653,654

Universal Mineral Services Ltd., (“UMS”) is a private company with directors and officers in common that, pursuant to an agreement dated December 30, 2015, provides office space and administrative services to the Company on a cost recovery basis. The outstanding balance owing at June 30, 2016 was $78,710 (December 31, 2015 – $119,781).

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Six Months Ended June 30, 2016

1.9

Transactions with related parties (continued)

(b)

Compensation of key management personnel

During the period, compensation to key management personnel was as follows:

		Three months ended		Three months ended		Six months ended		Six months ended
		June 30, 2016		June 30, 2015		June 30, 2016		June 30, 2015
Short-term benefits	$	221,440	$	153,126	$	445,406	$	269,345
Share-based		546,795		7,390		658,623		20,918
payments
	$	768,235	$	160,516	$	1,104,029	$	290,263

1.10

Subsequent events

	a)	Subsequent to June 30, 2016, a total of 20,000 stock options were exercised with a weighted average exercise price of $1.50 for gross proceeds of $30,000.

	b)	Subsequent to June 30, 2016, a total of 3,085,590 share purchase warrants were exercised with a weighted average exercise price of $1.66 for gross proceeds of $5,127,576.

	c)	All other subsequent events are included within other sections of this MD&A.

1.11

Proposed Transactions

See Section 1.2.4

1.12

Critical Accounting Estimates

This section is not required as the Company is a Venture Issuer, as the term is defined in National Instrument 51-102

Continuous Disclosure Obligations .

1.13

Changes in accounting policies including initial adoption

None

1.14

Financial instruments and other instruments

As at June 30, 2016, the Company’s financial instruments consist of cash and cash equivalents, investments, amounts receivable, accounts payables and accrued liabilities and the provision for site reclamation and closure. With the exception of the provision for site reclamation, the fair values of these financial instruments approximate their carrying values due to their short-term to maturity. The provision for site reclamation is recorded at fair value being the net present value of the anticipated obligation at closure of the Committee Bay project. The Company’s financial instruments are exposed to certain financial risks including, credit risk, currency risks, liquidity risk, interest rate risk and capital risk management. Details of each risk are laid out in the notes to the Company’s consolidated financial statements.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Six Months Ended June 30, 2016

1.15

Other requirements

Capital structure

Authorized: Unlimited number of common shares

Number of common shares issued and outstanding as at August 18, 2016: 61,624,221

Number of common shares issued and outstanding as at June 30, 2016: 58,518,631

Stock options as at August 18, 2016:

				Outstanding				Exercisable
Expiry date	Number of		Exercise price	Remaining	Number of		Exercise price	Remaining
	options			contractual life	options			contractual life
				(years)				(years)
Feb 3, 2019	30,000	$	1.50	2.46	30,000	$	1.50	2.46
Feb 17, 2019	1,220,000		0.51	2.50	1,220,000		0.51	2.50
Aug 17, 2020	1,231,250		1.30	4.00	911,250		1.30	4.00
June 21, 2021	2,355,000		2.63	4.84	588,750		2.63	4.84
	4,836,250		1.75	4.02	2,750,000		1.24	3.50

Share purchase warrants as at August 18, 2016:

Number of warrants		Exercise price	Expiry date
1,985,000	$	1.70	September 16, 2017
32,776	$	1.40	May 4, 2018

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three and Six Months Ended June 30, 2016

1.15

Other requirements (continued)

Disclosure controls and procedures

On behalf of the Board of Directors,

“Shawn Wallace”
Shawn Wallace
President and Chief Executive Officer
August 18, 2016

Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate

I, Shawn Wallace , Chief Executive Officer of Auryn Resources Inc. , certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of *Auryn Resources Inc.* , (the “issuer”) for the interim period ended June 30, 2016.

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: August 22, 2016

Signed “Shawn Wallace”

Shawn Wallace

Chief Executive Officer and President

NOTE TO READER

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate

I, Peter Rees , Chief Financial Officer of Auryn Resources Inc. , certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of *Auryn Resources Inc.* , (the “issuer”) for the interim period ended June 30, 2016.

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: August 22, 2016

Signed “Peter Rees”

Peter Rees

Chief Financial Officer

NOTE TO READER

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

(An exploration stage company)

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2016 and 2015

Unaudited

(Expressed in Canadian dollars)
_______________________

AURYN RESOURCES INC.
(the "Company")

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2016 and 2015

NOTICE OF NO AUDITOR REVIEW

The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of Company’s management.

May 30, 2016

Auryn Resources Inc.

Consolidated Statements of Financial Position

Unaudited - (Expressed in Canadian dollars)

		March 31,			December 31,
		2016			2015
Assets

Current assets:
Cash and cash equivalents (note 3)	$	1,776,756		$	3,601,317
Amounts receivable		81,952			322,332
Prepaid expenses and deposits		529,838			92,655
		2,388,546			4,016,304
Non-current assets:
Restricted cash (note 3)		97,800			100,000
Mineral property interests (note 4)		25,813,702			25,103,359
Equipment (note 5)		1,765,101			1,811,551
Total assets	$	30,065,149		$	31,031,214

Liabilities and Equity

Liabilities
Current liabilities:
Accounts payable and accrued liabilities	$	316,860		$	513,885
Non-current liabilities:
Provision for site reclamation and closure (note 6)		1,106,347			1,100,093
Total liabilities	$	1,423,207		$	1,613,978

Equity
Share capital (note 7)	$	32,870,101		$	32,546,799
Equity reserves (note 8)		4,376,122			4,358,367
Deficit		(8,604,281	)		(7,487,930	)
Total equity		28,641,942			29,417,236
Total liabilities and equity	$	30,065,149		$	31,031,214

Subsequent events (note 14)

Approved on behalf of the Board of Directors:

"Ivan Bebek"	"Shawn Wallace"
Director	Director

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Auryn Resources Inc.

Consolidated Statements of Loss and Comprehensive Loss

Unaudited - (Expressed in Canadian dollars, except share amounts)

		Three months ended			Three months ended
		March 31, 2016			March 31, 2015

Administration expenses:
Consulting fees, directors' fees, wages and benefits	$	467,046		$	206,485
Legal and professional fees		23,481			23,384
Office, rent and administration		173,956			100,091
Regulatory, transfer agent and shareholder information		13,277			18,565
Share-based compensation (note 8(a))		141,329			41,813
Travel, marketing and investor relations		279,954			112,324
		1,099,043			502,662

Other expenses (income):
Project investigation costs		18,044			133,295
Accretion of provision for site reclamation and closure (note 6)		6,254			–
Interest and other income		(8,010	)		(3,813	)
Gain on investments (note 4(a))		–			(200,000	)
Foreign exchange loss		1,020			4,567
		17,308			(65,951	)

Loss and Comprehensive loss for the period	$	(1,116,351	)	$	(436,711	)

Basic and diluted loss per share (note 13)	$	(0.02	)	$	(0.01	)
Weighted average number of shares outstanding (basic and diluted)		49,021,729			30,143,880

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Auryn Resources Inc.

Consolidated Statements of Changes in Equity

Unaudited - (Expressed in Canadian dollars, except share amounts)

	Number of		Share capital		Equity reserves			Deficit			Total
	common shares

Balance at December 31, 2014	30,136,085	$	12,687,735	$	718,612		$	(4,623,620	)	$	8,782,727
Comprehensive loss for the period	–		–		–			(436,711	)		(436,711	)
Stock options exercised (note 7(b))	16,250		8,288		–			–			8,288
Fair value of stock options allocated to share capital issued on exercise (note 7(b))	–		8,081		(8,081	)		–			–
Share-based compensation (note 8(a))	–		–		48,576			–			48,576
Balance at March 31, 2015	30,152,335	$	12,704,104	$	759,107		$	(5,060,331	)	$	8,402,880


Balance at December 31, 2015	48,828,729	$	32,546,799	$	4,358,367		$	(7,487,930	)	$	29,417,236
Comprehensive loss for the period	–		–		–			(1,116,351	)		(1,116,351	)
Stock options exercised (note 7(b))	276,250		165,425		–			–			165,425
Fair value of stock options allocated to share capital issued on exercise (note 7(b))	–		157,877		(157,877	)		–			–
Share-based compensation (note 8(a))	–		–		175,632			–			175,632
Balance at March 31, 2016	49,104,979	$	32,870,101	$	4,376,122		$	(8,604,281	)	$	28,641,942

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Auryn Resources Inc.

Consolidated Statements of Cash Flows

Unaudited - (Expressed in Canadian dollars)

		Three months ended			Three months ended
		March 31, 2016			March 31, 2015

Cash (used in) provided by:

Operating activities:
Loss for the period	$	(1,116,351	)	$	(436,711	)
Items not involving cash:
Interest income classified as investing activity		(8,010	)		(3,813	)
Accretion expense		6,254			–
Gain on available-for-sale financial assets (note 4(a))		–			(200,000	)
Unrealized foreign exchange		177			(10,397	)
Share-based compensation		141,329			43,350
Changes in non-cash working capital:
Amounts receivable		240,380			20,121
Prepaid expenses and deposits		(91,440	)		(3,808	)
Accounts payable and accrued liabilities		(119,827	)		111,225
Cash used in operating activities		(947,488	)		(480,033	)

Investing activities:
Interest received		8,010			15,535
Exploration and evaluation expenditures		(1,053,151	)		(109,485	)
Purchase of marketable securities (note 4(a))		–			(500,000	)
Cash used in investing activities		(1,045,141	)		(593,950	)

Financing activities:
Proceeds from issuance of common shares, net of share issuance costs (note 7(b))		165,425			8,288
Change in restricted cash (note 3)		2,200			–
Cash provided by financing activities		167,625			8,288

Effect of foreign exchange rate changes on cash and cash equivalents		443			15,080

Decrease in cash and cash equivalents		(1,824,561	)		(1,050,615	)

Cash and cash equivalents, beginning of the period		3,601,317			8,666,239
Cash and cash equivalents, end of the period	$	1,776,756		$	7,615,624

Supplemental cash flow information (note 12)

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2016 and 2015

1.	Corporate information

Auryn Resources Inc. (the “Company” or “Auryn”) was incorporated on June 9, 2008, under the British Columbia Business Corporations Act under the name Georgetown Capital Corp. On October 15, 2013, the Company changed its name to Auryn Resources Inc.

The Company’s principal business activity is the acquisition, exploration and development of resource properties in Canada and South America. Effective September 25, 2015, the Company, pursuant to a plan of arrangement, acquired 100% of North Country Gold Corp.’s (“North Country”) issued and outstanding common shares. North Country owned the mineral concessions comprising the Committee Bay mineral property in Nunavut, Canada (note 4(a)).

The head office and principal address of the Company are located at 1199 West Hastings Street, Suite 600, Vancouver, British Columbia, V6E 3T5.

2.	Basis of presentation

(a)

Statement of compliance

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting” using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). The accounting policies followed in these condensed interim consolidated financial statements are the same as those applied in the Company’s most recent audited consolidated financial statements for the six months ended December 31, 2015. These condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the six months ended December 31, 2015, which were filed under the Company’s profile on SEDAR at www.sedar.com.

These condensed interim consolidated financial statements were authorized for issue and approved by the Board of Directors of the Company on May 30, 2016.

(b)

Basis of preparation and consolidation

These condensed interim consolidated financial statements have been prepared on a historical cost basis except for financial instruments classified as available-for-sale that have been measured at fair value. The functional and presentation currency is the Canadian dollar, therefore all amounts are presented in Canadian dollars unless otherwise noted.

These condensed interim consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control exists when the Company has power over an investee, exposure or rights, to variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of the Company’s returns.

Subsidiary	Place of incorporation	Beneficial Interest
North Country Gold Corp.	Alberta, Canada	100%
Committee Bay North Ltd.	Northwest Territories, Canada	100%
Corisur Peru, S.A.C.	Peru	100%
CBR Australia Holdings Inc. (inactive)	Alberta, Canada	100%
Akkese Madencilik Sanayi Ve Ticaret (inactive)	Turkey	100%

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2016 and 2015

2.	Basis of presentation (continued)

(c)

Critical accounting judgments and estimates

The preparation of financial statements in conformity with IFRS requires management to select accounting policies and make estimates and judgments that may have a significant impact on the condensed interim consolidated financial statements. Estimates are continuously evaluated and are based on management’s experience and expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes may differ from these estimates. The Company’s critical accounting judgments and estimates were presented in Note 2 of the audited annual consolidated financial statements for the six months ended December 31, 2015 and have been consistently applied in the preparation of these condensed interim consolidated financial statements. No new judgements were applied for the periods ended March 31, 2016 and 2015.

(d)

Going concern

These condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations. The ability of the Company to meet its commitments as they become due, including completion of the acquisition of an interest in and exploration and development of its mineral properties, is dependent upon the existence of economically recoverable reserves, the Company’s ability to obtain the necessary financing to complete exploration and development and upon future profitable production or proceeds from disposition of these properties. The outcome of these matters cannot be predicted at this time. These condensed interim consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. Such adjustments could be material.

3.	Cash and Cash Equivalents

		March 31, 2016		December 31, 2015
Components of cash and cash equivalents:
Cash	$	1,776,756	$	3,601,317
Restricted Cash		97,800		100,000
	$	1,874,556	$	3,701,317

Restricted Cash

As at March 31, 2016, the Company had restricted cash in the amount of $97,800 (December 31, 2015 - $100,000). This balance includes an amount of $86,300 in connection with a irrevocable standby letter of credit in favor of Kitikmeot

4.	Mineral property interests

(a)

Committee Bay

The Company, through its wholly owned subsidiary North Country, owns a 100% interest in the Committee Bay project located in Nunavut, Canada. The Committee Bay project includes about 210,000 hectares situated along the Committee Bay Greenstone Belt located within the Western Churchill Province.

The Committee Bay project was acquired on September 25, 2015 through the Company’s acquisition of 100% of the issued and outstanding shares of North Country. Prior to this acquisition, 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. The completion of the acquisition resulted in Auryn owning 100% of the project.

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2016 and 2015

4.	Mineral property interests (continued)

(a)

Committee Bay (continued)

Effective March 16, 2016, as a condition of the definitive joint exploration agreement with North Country, the Company entered into a share subscription agreement to purchase 10,000,000 North Country common shares at a price of $0.05 for a total cost of $500,000. The investment in North Country was classified as an available-for-sale financial asset and was recorded at fair value. At the date of initial recognition, there was a difference between the cost of the investment and its fair value and as a result, the Company recorded an initial gain on recognition of $200,000 through the loss for the period. The fair value of the North Country common shares were subsequently included in the fair value of assets acquired and liabilities assumed through the acquisition of North Country.

The Committee Bay project is 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.

(b)

Peruvian Exploration Projects

During the last quarter of 2015, the Company staked approximately 66,000 hectares in Peru and is currently in advanced negotiations with certain Peruvian parties to option target licenses within this greater land position.

(c)

The Company capitalized the following costs as mineral property interests:

		Committee Bay		Peru		Total
Balance as at December 31, 2015	$	24,354,267	$	749,092	$	25,103,359
Acquisition costs
Additions:
Other acquisition costs		-		50,908		50,908
Exploration and evaluation costs
Additions:
Assaying		4,634		-		4,634
Camp cost, equipment and field supplies		78,889		19,418		98,307
Geological consulting services		153,539		41,119		194,658
Geophysical analysis		10,691		-		10,691
Permitting, environmental and community costs		6,982		-		6,982
Expediting and mobilization		8,856		-		8,856
Salaries and wages		119,227		21,605		140,832
Fuel and consumables		101,075		-		101,075
Aircraft and travel		46,362		12,735		59,097
Share-based compensation (note 7(a))		34,303		-		34,303
Balance as at March 31, 2016	$	24,918,825	$	894,877	$	25,813,702

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2016 and 2015

4.	Mineral property interests (continued)

(c)

The Company capitalized the following costs as mineral property interests (continued):

		Committee Bay		Peru		Total
Balance as at June 30, 2015	$	2,067,163	$	-	$	2,067,163
Acquisition costs
Additions:
Acquisition of North Country		17,999,192		-		17,999,192
Other acquisition costs		291		406,145		406,436
Exploration and evaluation costs
Additions:
Assaying		242,543		-		242,543
Exploration drilling		428,895		-		428,895
Camp cost, equipment and field supplies ¹		785,964		-		785,964
Geological consulting services		293,112		257,177		550,289
Geophysical analysis		215,126		-		215,126
Permitting, environmental and community costs		212,244		-		212,244
Expediting and mobilization		34,779		-		34,779
Salaries and wages		360,169		40,154		400,323
Fuel and consumables		477,852		-		477,852
Aircraft and travel		1,089,458		45,616		1,135,074
Share-based compensation (note 7(a))		147,479		-		147,479
Balance as at December 31, 2015	$	24,354,267	$	749,092	$	25,103,359

¹ Included in camp cost, equipment and field supplies is an amount of $442,017 charged by North Country prior to the acquisition for the use of infrastructure during the Joint Exploration Agreement.

5.	Equipment

		Camp and field		Machinery and
		equipment		equipment		Total
Cost
Balance, December 31, 2015	$	1,110,521	$	747,480	$	1,858,001
Additions		-		-		-
Balance, March 31, 2016	$	1,110,521	$	747,480	$	1,858,001

Accumulated Depreciation
Balance, December 31, 2015	$	27,763	$	18,687	$	46,450
Depreciation		27,763		18,687		46,450
Balance, March 31, 2016	$	55,526	$	37,374	$	92,900

Net book value
December 31, 2015	$	1,082,758	$	728,793	$	1,811,551
March 31, 2016	$	1,054,995	$	710,106	$	1,765,101

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2016 and 2015

5.	Equipment (continued)

		Camp and field		Machinery and
		equipment		equipment		Total
Cost
Balance, June 30, 2015 and 2014	$	-	$	-	$	-
Additions		1,110,521		747,480		1,858,001
Balance, December 31, 2015	$	1,110,521	$	747,480	$	1,858,001

Accumulated Depreciation
Balance, June 30, 2015 and 2014	$	-	$	-	$	-
Depreciation		27,763		18,687		46,450
Balance, December 31, 2015	$	27,763	$	18,687	$	46,450

Net book value
June 30, 2015	$	-	$	-	$	-
December 31, 2015	$	1,082,758	$	728,793	$	1,811,551

During the six months ended December 31, 2015, the Company acquired equipment with a cost of $1,858,001 in connection with the acquisition of North Country (note 4(a)).

6.	Provision for site reclamation and closure

The Company recognizes a provision for site reclamation and closure, which reflects the present value of the estimated amount of cash flows required to satisfy the asset retirement obligation in respect of the Committee Bay property. The components of this obligation are the removal of equipment currently being used at the site as well as costs associated with the reclamation of the camp and work sites on the property. It is the Company’s intention to continue exploration work on the property until at least the current mining leases expire, which are between 2026 and 2033. The estimate of future asset retirement obligations is subject to change based on amendments to applicable laws, management’s intentions, and mining lease renewals.

T he present value of future estimated cash flows required to settle the site reclamation and closure obligation was estimated at $1,093,874. The key assumptions on which this estimate was based on are:

	•	Undiscounted cash flow for site reclamation of $1,576,532
	•	Expected timing of future cash flows is based on mining leases expiration, which is between 2026 and 2033
	•	Annual inflation rate 2%
	•	Risk-free interest rate 2.27%

The following is a continuity of the provision for site reclamation:

		March 31, 2016		December 31, 2015
Balance, beginning of period	$	1,100,093	$	-
Provision incurred		-		1,093,874
Accretion expense		6,254		6,219
Balance, end of period	$	1,106,347	$	1,100,093

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2016 and 2015

7.	Share capital

(a)

Authorized

Unlimited common shares without par value

(b)

Issued during periods

	i.	During the three months ended March 31, 2016, an amount of 276,250 shares were issued as a result of stock options being exercised with a weighted average exercise price of $0.59 for gross proceeds of $165,425. Attributed to these stock options, fair value of $157,877 was transferred from the equity reserves and recorded against share capital.

	ii.	On September 25, 2015, pursuant to a plan of arrangement, the Company issued a total of 13,838,894 common shares in connection with it acquisition of North Country with a fair value of $1.22 per common share.

	iii.	On September 16, 2015, the Company completed a non-brokered private placement for gross proceeds of $5,802,000 by issuing 4,835,000 Units of the Company at a price of $1.20 per Unit. Each Unit consists of one common share and one common share purchase warrant. 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 (“Unit Warrants”).

		Related to this share issuance, an amount of $2,681,454 was allocated as the fair value of the Unit’s warrants estimated using the Black-Scholes option valuation model. The Company also incurred costs of issuance in the amount of $163,820, which included cash commissions of $119,520 and other legal and regulatory costs of $44,300.

	iv.	During the three months ended March 31, 2015, the Company issued 16,250 common shares for gross proceeds of $8,288 in connection with stock options being exercised. Attributed to these stock options, fair value of $8,081 was transferred from the equity reserves and recorded against share capital.

8.	Equity reserves

(a)

Share-based payments

The continuity of the number of stock options issued and outstanding is as follows:

	Number of stock			Weighted average
	options			exercise price
Outstanding, June 30, 2015	1,551,250		$	0.51
Granted	2,120,000			2.19
Exercised	(1,250	)		0.51
Expired	(730,000	)		3.88
Outstanding, December 31, 2015	2,940,000		$	0.89
Exercised	(276,250	)		0.60
Expired	(40,000	)		1.50
Outstanding, March 31, 2016	2,623,750		$	0.91

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2016 and 2015

8.	Equity reserves (continued)

(a)

Share-based payments (continued)

As at March 31, 2016, the number of stock options outstanding and exercisable was:

				Outstanding				Exercisable
Expiry date	Number of		Exercise	Remaining	Number of		Exercise	Remaining
	options		price	contractual	options		price	contractual
				life (years)				life (years)
Feb 17, 2019	1,320,000	$	0.51	2.85	1,320,000	$	0.51	2.85
Aug 17, 2020	1,253,750		1.30	4.38	613,750		1.30	4.38
Feb 3, 2019	50,000		1.50	2.85	50,000		1.50	2.85
	2,623,750				1,983,750

The Company uses the fair value method of accounting for all share-based payments to directors, officers, employees and others providing similar services. During the three months ended March 31, 2016, an amount of $141,329 (March 31, 2015 – $41,813) was expensed as stock based compensation and $nil (March 31, 2015 – $1,537) was included in as project investigation costs, both in the consolidated statements of comprehensive loss. The Company also capitalized stock based compensation within mineral interests in the amount of $34,303 (December 31, 2015 – $147,479).

	Risk-free interest rate		0.43%
	Expected dividend yield		nil
	Stock price volatility		104%
	Expected life (in years)		0.54

During the three months ended March 31, 2016, the Company did not grant stock options.

Excluding the 840,000 replacement options granted to former option holders of North Country (note 4), the weighted average fair value of stock options granted per option during the six months ended December 31, 2015 was $0.91. The fair value was calculated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions and inputs:

	March 31, 2016	December 31, 2015
Risk-free interest rate	- %	0.60%
Expected dividend yield	Nil	nil
Expected share price volatility	-	105.18%
Expected life in years	-	3.23 years
Forfeiture rate	- %	- %

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2016 and 2015

8.	Equity reserves (continued)

(b)

Share purchase warrants

The continuity of the number of share purchase warrants is as follows:

	Warrants outstanding		Exercise price
Outstanding, June 30, 2015	-	$	-
Granted	4,835,000		1.70
Outstanding, December 31, 2015	4,835,000	$	1.70
Granted	-		-
Outstanding, March 31, 2015	4,835,000	$	1.70

As at March 31, 2016, the expiration date on the share purchase warrants outstanding is as follows:

	Number of warrants		Exercise price			Expiry date
	4,835,000	$	1.70			September 16, 2017

During the three months ended March 31, 2016 and 2015 the Company did no issue any share purchase warrants.

9.	Related party balances and transactions

(a)

Related parties

		Three months ended		Three months ended
		March 31, 2016		March 31, 2015
Universal Mineral Services Ltd. ¹
Included in the statement of operations:
Consulting fees, directors' fees, wages and benefits	$	76,867	$	105,226
Legal and professional fees		702		-
Office, rent and administration		101,004		96,282
Travel, marketing and investor relations		8,494		44,010
Project investigation costs		-		70,030
Capitalized to mineral property interests:
Committee Bay		-		16,676
Total transaction for the periods	$	187,067	$	332,224

Universal Mineral Services Ltd., (“UMS”) is a private company with directors and officers in common that, pursuant to an agreement dated December 30, 2015, provides office space and administrative services to the Company on a cost recovery basis. The outstanding balance owing at March 31, 2016 was $56,593 (December 31, 2015 – $119,781).

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2016 and 2015

9.	Related party balances and transactions (continued)

(b)

Compensation of key management personnel

During the period, compensation to key management personnel was as follows:

		Three months ended		Three months ended
		March 31, 2016		March 31, 2015
Short-term benefits	$	216,137	$	116,219
Share-based payments		111,828		13,528
	$	327,965	$	129,747

10.

Financial instruments

The Company’s financial instruments are exposed to credit risk, liquidity risk, and market risks, which include currency risk and interest rate risk.

(a)

Credit risk

(a)

Credit risk (continued)

(b)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure.

Trade and other payables are due within twelve months of the statement of financial position date.

(c)

Other price risk

Other price risk is the risk arising from the effect of changes in market conditions on the Company’s investments. The Company was exposed to other price risk through its available-for-sale investment in North Country, which was listed on the Toronto Stock Exchange Venture Exchange (the “TSX Venture Exchange”). Due to the acquisition of North Country (note 4) the Company effectible realized its investment and is no longer affected by this type of risk.

(d)

Market risk

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2016 and 2015

10.

Financial instruments (continued)

(d)

Market risk (continued)

(i)

Foreign currency risk

The Company is exposed to currency risk by having balances and transactions in currencies that are different from its functional currency (the Canadian dollar). As at March 31, 2016, the Company held net financial assets denominated in US dollars in the amount of US$4,548 (December 31, 2015 – US$109,071).

A 10% increase or decrease in the US dollar exchange rate would result in a corresponding increase or decrease in the Company’s net loss of approximately $637 (June 30, 2015 – $15,095).

(ii)

Interest rate risk

Interest rate risk is the risk arising from the effect of changes in prevailing interest rates on the Company’s financial instruments. The Company’s exposure to interest rate risks is limited to potential increases or decreases on the interest rate offered on cash and cash equivalents held at chartered Canadian financial institutions, which would result in higher or lower relative interest income. This risk is considered to be minimal.

11.

Segmented information

March 31, 2016		Canada		Peru		Total

Equipment, net	$	1,765,101	$	-	$	1,765,101
Mineral property interests		24,918,825		894,877		25,813,702
	$	26,683,926	$	894,877	$	27,578,803

December 31, 2015		Canada		Peru		Total

Equipment, net	$	1,811,551	$	-	$	1,811,551
Mineral property interests		24,354,267		749,092		25,103,359
	$	26,165,818	$	749,092	$	26,914,910

During the three months ended March 31, 2016 and 2015, the Company did not have revenues and the net loss and comprehensive loss was incurred in Canada.

12.

Supplemental cash flow information

		Three months ended			Three months ended
		March 31, 2016			March 31, 2015
Accounts payable and accrued liabilities included in mineral property interests, change	$	(77,818	)	$	-
Share-based compensation included in mineral property interests		34,303			-
Depreciation capitalized in mineral property interests		46,450			-

Auryn Resources Inc.

Notes to the Condensed Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Three months ended March 31, 2016 and 2015

13.

Loss per share

Basic loss per share amounts are calculated by dividing the net loss for the period by the weighted average number of ordinary shares outstanding during the period.

		Three months		Three months
		March 31, 2016		March 31, 2015
Loss attributable to ordinary shareholders	$	1,116,351	$	436,711
Weighted average number of common shares		49,021,729		30,143,880
Basic and diluted loss per share	$	0.02	$	0.01

As at March 31, 2016, the Company had 2,623,750 share options and 4,835,000 share purchase warrants outstanding, all of which were anti-dilutive because the Company was in a loss position for the three months ended March 31, 2016.

At March 31, 2015, the Company had 1,551,250 share options, all of which were anti-dilutive because the Company was in a loss position for the three months ended March 31, 2015.

14.

Subsequent events

	a)	On May 4, 2016, the Company closed a bought deal financing for gross proceeds of $14,944,803 (the “Offering”). Under the terms of the Offering, a syndicate of underwriters led by Beacon Securities Limited (the “Underwriters”) has agreed to purchase, on a bought deal basis pursuant to the filing of a short form prospectus, an aggregate of 4,732,700 flow-through shares at a price of $1.89 per Flow-Through Share and 4,285,714 common shares at a price of $1.40 per common share.

	b)	Subsequent to March 31, 2016, a total of 20,000 stock options were exercised with a weighted average exercise price of $0.51 for gross proceeds of $10,200.

(An exploration stage company)

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF AURYN RESOURCES INC (“AURYN” OR THE “COMPANY”)

FOR THE THREE MONTHS ENDED MARCH 31, 2016

Dated: May 30, 2016

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three Months Ended March 31, 2016

1.1

Date and forward-looking statements

This Management Discussion and Analysis (“MD&A”) of Auryn Resources Inc. (the “Company” or “Auryn”) has been prepared by management to assist the reader to assess material changes in the condensed interim consolidated financial condition and results of operations of the Company as at March 31, 2016 and for the three months then ended. This MD&A should be read in conjunction with the condensed interim consolidated financial statements of the Company and related notes thereto as at and for the three months ended March 31, 2016 and 2015. The condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting” using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). The accounting policies followed in these condensed interim consolidated financial statements are the same as those applied in the Company’s most recent audited annual consolidated financial statements for the six ended December 31, 2015.

The effective date of this MD&A is May 30, 2016.

The Company has tried, wherever possible, to identify these forward-looking statements by, among other things, using words such as “anticipate,” “believe,” “estimate,” “expect”, “budget”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

The statements reflect the current beliefs of the management of the Company, and are based on currently available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors, which could cause the actual results, performance, or achievements of the Issuer to differ materially from those expressed in, or implied by, these statements. These uncertainties are factors that include but are not limited to risks related to international operations; risks related to general economic conditions and credit availability; uncertainty related to the resolution of legal disputes and lawsuits; actual results of current exploration activities and unanticipated reclamation expenses; fluctuations in prices of gold and other commodities; fluctuations in foreign currency exchange rates; increases in market prices of mining consumables; possible variations in mineral resources, grade or recovery rates; accidents, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; changes in national and local government regulation of mining operations, tax rules and regulations, and political and economic developments in countries in which the Company operates; as well as other factors. Additional information relating to the Company and its operations is available on SEDAR at www.sedar.com and on the Company’s web-site at www.aurynresources.com.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three Months Ended March 31, 2016

1.2

Overall performance

1.2.1

Description of business

Auryn is a junior exploration company focused on the acquisition, exploration and development of mineral resource properties and was incorporated under the British Columbia Business Corporations Act on June 9, 2008 under the name Georgetown Capital Corp. Subsequently on October 15, 2013, the Company changed its name to Auryn Resources Inc. and is a reporting issuer in the provinces of British Columbia and Alberta. The Company is listed on the TSX Venture Exchange (“the Exchange”) as a Tier 2 mining issuer, and its shares trade under the symbol AUG.V.

Effective September 25, 2015, the Company, pursuant to a plan of arrangement, acquired 100% of North Country Gold Corp’s (“North Country”) issued established mining jurisdictions and outstanding common shares. North Country owns the mineral concessions comprising the Committee Bay mineral property in Nunavut, Canada.

1.2.2 Committee Bay Project

The Committee Bay Project is comprised of more than 210,000 hectares situated along the Committee Bay Greenstone Belt approximately 180 km NE of the Meadowbank mine operated by Agnico Eagle Mines Limited and extends more than 300 km northeast.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three Months Ended March 31, 2016

1.2.2 Committee Bay Project (continued)

Ownership

Mineral Resources

High-grade gold occurrences are found throughout the 300 km strike length with the most advanced being the Three Bluffs deposit that contains the mineral resource as listed in the table below: *(refer to NI43-101 report dated August 21, 2015 filed under Auryn’s profile at www.sedar.com).

Class	Cut Off Grade (g/t Au)	Tonnes (000)	Gold Grade (g/t Au)	Contained Au (oz)
Indicated*	3.5	1,853.3	8.42	501,700
Inferred*	3.5	3,354.4	7.16	772,200

•

See section 1.2.4 for cautionary language concerning mineral resources

The Three Bluffs deposit remains open along strike and at depth. Future programs will aim to significantly expand upon the current resource.

Acquisition

The Committee Bay project was acquired through the Company’s acquisition of North Country effective September 25, 2015 for a total purchase price of $18,378,375.

Pursuant to a plan the arrangement, each outstanding share of North Country was exchanged for 0.1 of a common share of Auryn and resulted in the issuance of 13,838,894 common shares, with a fair value of $1.22 per common share, and 840,000 replacement stock options, with a weighted average fair value of $0.16 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.

2015 Exploration Program

The focus of the 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 SW portion of the belt, 60 line km of IP geophysics, structural mapping, and a till sampling program utilizing bulk cyanide leach methodology.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three Months Ended March 31, 2016

1.2.2 Committee Bay Project (continued)

Highlights from the 2015 exploration program:

	•	Establishment of the geometry of the high-grade mineralization at West Plains and confirmation that the target remains open at depth. Drill results from the 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).

	•	Discovery of low grade surface mineralization 1,000 metres to the north of West Plains extending the mineralized strike length of the shear zone to 1.8 km. Drill results include 24.38m of 0.64g/t (15WPPR015), 10.67m @ 1.26g/t (15WPPR023), and 7.62m of 0.51g/t (15WPPR020).

	•	Identification of new geochemical anomalies across the southwest third of the project including a predominately untested 20 km long corridor of elevated gold-in-till values at Anuri.

	•	Staking of 158,885 hectares surrounding the existing Committee Bay claims and leases bringing the new land position to more than 210,000 Ha.

	•	Confirmation of the efficacy of track mounted RAB rigs in the arctic environment resulting in significant reductions in the cost to explore across the 300 km Committee Bay belt.

Prospectivity analysis:

During 2015, the Company completed its prospectively analysis across the Committee Bay belt. The analysis combined the historical geological, geophysical, and geochemical data and resulted in the identification of several new target areas which were the focus of the summer 2015 and will form the basis for future programs.

Figure 1 – prospectivity of the Southwest third of the belt overlaid with the till sampling locations and 2016 drill target areas.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three Months Ended March 31, 2016

1.2.2 Committee Bay Project (continued)

Planned 2016 Exploration Program

The Company’s 2016 exploration programs at the Committee Bay Project will include both regional exploration and targeted drill testing. These programs are to occur from the middle of June, 2016 through to the middle of September, 2016 at an estimated cost of $8.75 million.

The regional exploration will be conducted through the application of a electromagnetic airborne survey, a comprehensive till sampling program, digital imagery and DEM capture and ground-based magnetic surveys. The Company anticipates full coverage of the entire 300 km belt with the goal of target generation and refinement of the regional scale geologic model.

A secondary objective for the Committee Bay Project will be to conduct a summer resupply for potential 2017 activities. As the Committee Bay Project can only be accessed by sea in the summer months, fuel, dry goods, heavy equipment parts and camp upgrades are barged in during July or August. The cost of a resupply barge has been estimated at $1 million.

1.2.3 Peru Exploration Project

During the course of 2015, Auryn conducted a review of the prolific gold regions across the Americas with the goal of establishing a new district scale gold project. Several areas in Peru were selected due to the jurisdiction’s established track record of being a politically stable, mining friendly, progressive country with great stores of untapped mineral wealth. The areas selected were done so by key members of Auryn’s technical team that have extensive experience within major Andean mining districts.

1.2.4 Overall program analysis and economics

During the three months ended March 31, 2016, the Company expended $710,343 in exploration and acquisition expenditures at its mineral interests as detailed in the table below:

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three Months Ended March 31, 2016

1.2.4 Overall program analysis and economics (continued)

Project expenditure during the three months ended March 31, 2016:

		Committee Bay		Peru		Total
Acquisition costs
Additions:
Other acquisition costs	$	-	$	50,908	$	50,908
Exploration and evaluation costs
Additions:
Assaying		4,634		-		4,634
Camp cost, equipment and field supplies		78,889		19,418		98,307
Geological consulting services		153,539		41,119		194,658
Geophysical analysis		10,691		-		10,691
Permitting, environmental and community
costs		6,982		-		6,982
Expediting and mobilization		8,856		-		8,856
Salaries and wages		119,227		21,605		140,832
Fuel and consumables		101,075		-		101,075
Aircraft and travel		46,362		12,735		59,097
Share-based compensation (note 7(a))		34,303		-		34,303
Total	$	564,558	$	145,785	$	710,343

1.2.5 Qualified Persons and Technical Disclosures

Michael Henrichsen, P. Geo., Chief Operating Officer of Auryn, is the Qualified Person with respect to the technical disclosures in this MD&A.

Cautionary Note About Mineral Resources:

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three Months Ended March 31, 2016

1.2.5 Qualified Persons and Technical Disclosures (continued)

Three Bluffs resource estimations were completed by Roscoe Postle Associates Ltd. (see the Technical Report on the Three Bluffs Project, Nunavut Territory, Canada filed on the SEDAR on August 21, 2015). There are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources.

1.3

Selected annual information

		Six Months		Year ended		Year ended
		December 31, 2015		June 30, 2015		June 30, 2014

Comprehensive loss for the period	$	2,382,107	$	1,400,603	$	2,079,793
Net loss for the period	$	1,860,107	$	1,922,603	$	2,079,793
Basic and diluted loss per share	$	0.05	$	0.08	$	0.13
Total assets	$	31,031,214	$	8,797,284	$	2,454,548
Total long-term liabilities	$	1,100,093	$	-	$	-
Cash dividends per share		-		-		-

The Company generated no revenues from operations during the above periods.

1.4

Results of Operations

Three months ended March 31, 2016 and 2015

During the three months ended March 31, 2016, the Company reported a net loss of $1,116,251 and loss per share of $0.02 compared to $436,711 and $0.01 respectively for the same period in the prior year.

Significant variances are discussed as follows:

	(1)	During the three months ended March 31, 2016, the Company incurred $1,099,043 in administrative expenses, an increase of $596,381 over the same period in the prior year. This increase is attributable to additional corporate, office and administration, share-based compensation, legal and travel costs in support of the Committee Bay project, the Peruvian operations and project investigation activities. During the same period in the prior year, administrative costs pertained predominantly pertained to corporate support and project investigation activities.

	(2)	The significant increase in wages and consulting fees on a per month basis relates to the addition of executive level and support personnel at the Company’s office in Vancouver.

	(3)	On August 17, 2015, the Company granted 1,280,000 incentive stock options to directors, officers, employees and others resulting in share-based compensation of $141,329 being recorded within administration costs. In the same period in the prior year, the Company recorded share-based compensation of $41,813 from the amortization of options granted previously.

	(4)	Total direct project investigation costs for the three months ended March 31, 2016 were $18,044 compared to $133,295 in the same period of the previous year. This decrease relates to reduced levels of investigative activities as the Company’s staff focused on Committee Bay and acquisitions in Peru.

	(5)	During the three months ended March 31, 2015, the Company realized a gain on initial recognition of its investment in North Country common shares of $200,000.

	(6)	Travel, marketing and investor relation costs totalled $279,954 for the three months ended March 31, 2016 relating to investor shows and conferences attended subsequent to the Company’s announcement of the North Country acquisition and the results from its summer programs.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three Months Ended March 31, 2016

1.5

Summary of quarterly results

Three months ended	Interest and	Net loss		Comprehensive		Loss per share
	other income			loss
	$	$		$		$
March 31, 2016	8,010	(1,116,351	)	(1,116,351	)	(0.02	)
December 31, 2015	8,814	(1,186,038	)	(1,186,038	)	(0.02	)
September 30, 2015	14,355	(674,069	)	(1,196,069	)	(0.01	)
June 30, 2015	12,256	(567,492	)	(45,492	)	(0.02	)
March 31, 2015	3,813	(436,711	)	(436,711	)	(0.01	)
December 31, 2014	4,983	(535,059	)	(535,059	)	(0.03	)
September 30, 2014	6,318	(383,341	)	(383,341	)	(0.02	)
June 30, 2014	7,201	(681,357	)	(681,357	)	(0.04	)

During the last eight quarters, the Company’s net loss has ranged between $399,485 and $ 1,186,038. The Company losses and expenditures have generally increased during this period as the Company has progressed from project investigation and acquisition to exploration and development. Comprehensive loss for the period ended June 30, 2015 comparatively decreased due to the recognition of an unrealized gain resulting from the revaluation of the North Country investment. This accumulated gain was then recognized during the three months ended September 30, 2015. Also, during the three months ended March 31, 2015, the Company recognized a one-time gain of $200,000 due to the initial recognition of the investment in North Country, which reduced the net loss on that period.

1.6/1.7

Liquidity and capital resources

As at March 31, 2016, the Company had cash and cash equivalents of $1,874,556 and working capital of $2,071,686. Current liabilities as at March 31, 2016 consisted of accounts payable and accrued liabilities of $316,860, which have been incurred in connection the exploration and acquisition activities within the Company’s Committee Bay and Peru projects and maintaining the Company’s public listing in good standing.

During the three months ended March 31, 2016, the Company expended net cash of $947,488 in operating activities compared to $480,033 during the same period in the prior year. The Company also expended $1,053,151 in investing activities during the period predominantly on program costs from its Committee Bay project.

During the three months ended March 31, 2016, the company raised $167,625 in financing activities through the issuance of common shares and a reduction in restricted cash.

The Company’s current working capital is sufficient for the Company to meets its immediate liquidity requirements as well as those for the next twelve months.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three Months Ended March 31, 2016

1.6/1.7

Liquidity and capital resources (continued)

Common shares issued

April 2016 Prospectus Offering

Using an estimated net proceeds from the Offering of $13,789,114, a summary of the intended use of proceeds is presented as follows:

Use of Proceeds: Proposed 12 Month Budget		Flow Through Funds	Non- Flow Through
		assuming exercise of	Funds assuming
		Over-Allotment Option	exercise of Over-
		in full	Allotment Option in full
2016 Committee Bay Project Exploration Program (Flow
Through eligible):		$8,944,803	$Nil

•	Airborne electromagnetic surveys
•	8,000 to 12,000 metres of drilling
•	Comprehensive till survey
•	Logistics and staging for 2016 programs
•	Advanced staging for 2017 programs

2016 Committee Bay Exploration Program (Non-Flow
Through eligible)		$Nil	$750,000

•	Claim staking program
•	Equipment and camp maintenance
•	Project administration and holding costs

General Working Capital		$Nil	$4,044,311
Total		$8,994,803	$4,794,311
Total Available Funds		$13,789,114

Other Issuances

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three Months Ended March 31, 2016

1.6/1.7

Liquidity and capital resources (continued)

A reconciliation between the intended use of proceeds and their actual is presented below:

Intended Use of Proceeds of
September 2015 Private Placement			Actual Use of Proceeds from September 2015			(Over)/under
			September Private Placement until March 31, 2016			expenditure

Offering Expenses		$164,000	Offering Expenses		$164,000	-
Further development of the			Further development of the
Committee Bay Project:			Committee Bay Project:

•	Spring 2015 Mobilization	$2,500,000	•	Spring 2015 Mobilization	$888,439	$1,612,000
•	Regional staking programs		•	Regional staking programs
•	Geophysical surveys		Geophysical surveys

Peruvian Exploration Project		$1,500,000	Peruvian Exploration Project		$631,000	$869,000

General working capital		$1,638,000	General working capital		$1,704,000	$(66,000)

Total		5,802,000	Total		$3,387,000	$ 2,415,000

Explanation of variances and the impact of variances on the ability of the Company to achieve its business objectives and milestones			The Company is in progress with respect to each of the planned objective. The majority of the funding related to Committee Bay is expected to be expended in April, 2016. The overage in general working capital relates to a working capital deficit acquire from North Country which was settled within the period.

Other sources of funds

As at March 31, 2016, the other sources of funds potentially available to the Company are through the exercise of outstanding stock options and share purchase warrants with terms as follows:

Stock Options				Outstanding				Exercisable
Expiry date	Number of		Exercise price	Remaining	Number of		Exercise price	Remaining
	options			contractual	options			contractual
				life (years)				life (years)
Feb 17, 2019	1,320,000	$	0.51	2.85	1,320,000	$	0.51	2.85
Aug 17, 2020	1,253,750		1.30	4.38	613,750		1.30	4.38
Feb 3, 2019	50,000		1.50	2.85	50,000		1.50	2.85
	2,623,750				1,983,750

Warrants		Exercise price			Expiry date
4,835,000	$	1.70			September 16, 2017

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three Months Ended March 31, 2016

1.8

Off-balance sheet arrangements

The Company does not utilize off-balance sheet arrangements.

1.9

Transactions with related parties

(a)

Related parties

		Three months ended		Three months ended
		March 31, 2016		March 31, 2015
Universal Mineral Services Ltd. ¹
				March 31, 2015
Included in the statement of operations:
Consulting fees, directors' fees, wages and benefits	$	76,867	$	105,226
Legal and professional fees		702		-
Office, rent and administration		101,004		96,282
Travel, marketing and investor relations		8,494		44,010
Project investigation costs		-		70,030
Capitalized to mineral property interests:
Committee Bay		-		16,676
Total transaction for the periods	$	187,067	$	332,224

Universal Mineral Services Ltd., (“UMS”) is a private company with directors and officers (Ivan Bebek, Chairman, Shawn Wallace, CEO and Peter Rees, CFO) in common that, pursuant to an agreement dated December 30, 2015, provides office space and administrative services to the Company on a cost recovery basis. The outstanding balance owing at March 31, 2016 was $56,593 (December 31, 2015 – $119,781).

(b)

Compensation of key management personnel

During the period, compensation to key management personnel was as follows:

		Three months ended		Three months ended
		March 31, 2016		March 31, 2015
Short-term benefits	$	216,137	$	116,219
Share-based payments		111,828		13,528
	$	327,965	$	129,747

1.10

Subsequent events

	a)	Subsequent to March 31, 2016, a total of 20,000 stock options were exercised with a weighted average exercise price of $0.51 for gross proceeds of $10,200.

	b)	All other subsequent events are included within other sections of this MD&A.

1.11

Proposed Transactions

None

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three Months Ended March 31, 2016

1.12

Critical Accounting Estimates

This section is not required as the Company is a Venture Issuer, as the term is defined in National Instrument 51-102

Continuous Disclosure Obligations .

1.13

Changes in accounting policies including initial adoption

None

1.14

Financial instruments and other instruments

As at March 31, 2016, the Company’s financial instruments consist of cash and cash equivalents, investments, amounts receivable, accounts payables and accrued liabilities and the provision for provision for site reclamation and closure. With the exception of the provision for site reclamation, the fair values of these financial instruments approximate their carrying values due to their short-term to maturity. The provision for site reclamation is recorded at fair value being the net present value of the anticipated obligation at closure of the Committee Bay project. The Company’s financial instruments are exposed to certain financial risks including, credit risk, currency risks, liquidity risk, interest rate risk and capital risk management. Details of each risk are laid out in the notes to the Company’s consolidated financial statements.

1.15

Other requirements

Capital structure

Authorized: Unlimited number of common shares
Number of common shares issued and outstanding as at May 30, 2016: 58,143,393
Number of common shares issued and outstanding as at March 31, 2016: 49,104,979

Stock options as at May 30, 2016:

Stock Options				Outstanding				Exercisable
Expiry date	Number of		Exercise price	Remaining	Number of		Exercise price	Remaining
	options			contractual	options			contractual
				life (years)				life (years)
Feb 17, 2019	1,300,000	$	0.51	2.73	1,300,000	$	0.51	2.73
Aug 17, 2020	1,253,750		1.30	4.23	773,750		1.30	4.23
Feb 3, 2019	50,000		1.50	2.69	50,000		1.50	2.69
	2,603,750				2,123,750

Share purchase warrants :

Number of warrants		Exercise price	Expiry date
4,835,000	$	1.70	September 16, 2017
541,104	$	1.40	May 4, 2018

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Three Months Ended March 31, 2016

1.15

Other requirements (continued)

Disclosure controls and procedures

On behalf of the Board of Directors,

“Shawn Wallace”
Shawn Wallace
President and Chief Executive Officer
May 30, 2016

Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate

I, Shawn Wallace , Chief Executive Officer of Auryn Resources Inc. , certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of *Auryn Resources Inc.* , (the “issuer”) for the interim period ended March 31, 2016.

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 30, 2016

Signed “Shawn Wallace”

Shawn Wallace

Chief Executive Officer and President

NOTE TO READER

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate

I, Peter Rees , Chief Financial Officer of Auryn Resources Inc. , certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of *Auryn Resources Inc.* , (the “issuer”) for the interim period ended March 31, 2016.

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: May 30, 2016

Signed “Peter Rees”

Peter Rees

Chief Financial Officer

NOTE TO READER

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

A URYN RESOURCES INC .

ANNUAL INFORMATION FORM

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2015

DATED AS OF APRIL 28, 2016

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 LAND POSITION	11
BUSINESS DESCRIPTION	11
GENERAL	11
RISK FACTORS	11
COMMITTEE BAY PROJECT	19
TECHNICAL REPORT	19
PROJECT DESCRIPTION, LOCATION, CLIMATE AND ACCESS	19
HISTORY	22
GEOLOGICAL SETTING, MINERALIZATION AND DEPOSIT TYPES	23
EXPLORATION	25
DRILLING	28
QUALITY ASSURANCE/QUALITY CONTROL	30
SAMPLE PREPARATION, ANALYSIS AND DATA VERIFICATION	31
MINERAL PROCESSING AND METALLURGICAL TESTING	31
MINERAL RESOURCE AND MINERAL RESERVE ESTIMATE	33
EXPLORATION AND PRODUCTION	34
DESCRIPTION OF CAPITAL STRUCTURE	37
COMMON SHARES	37
PREFERRED SHARES	38
STOCK OPTIONS	38
SHARE PURCHASE WARRANTS	38
MARKET FOR SECURITIES	39
TRADING PRICE AND VOLUME	39
PRIOR SALES	39
DIRECTORS AND EXECUTIVE OFFICERS	40
NAME, OCCUPATION AND SECURITY HOLDING	40
CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS	41
CONFLICTS OF INTEREST	42
LEGAL PROCEEDINGS AND REGULATORY ACTIONS	42
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	43
TRANSFER AGENT AND REGISTRAR	43
AUDITOR	43
MATERIAL CONTRACTS	43
INTERESTS OF EXPERTS	43
ADDITIONAL INFORMATION	44

- 2 -

- 3 -

TABLES

TABLE 1-1	Recovery Gold Results	32
TABLE 1-2	Committee Bay Project 2015 Mineral Resources	33
TABLE 1-3	Committee Bay Project 2015 High Grade Subset Mineral Resources	34
TABLE 1-4	Proposed Regional Exploration Program Budget – Phase 1	35
TABLE 1-5	Proposed Regional Exploration Program Budget – Phase 2	36
TABLE 1-6	Three Bluffs Expansion Program Budget	37

FIGURES

FIGURE 1	Regional Exploration Target Areas	21
FIGURE 2	Expiration of Claims and Licenses	21
FIGURE 3	Prospectivity of the Southwest third of the belt overlaid with the till sampling locations and 2015 drill target areas	27

- 4 -

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 April 28, 2016, 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

- 5 -

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

•	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

- 6 -

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.

- 7 -

CORPORATE STRUCTURE

Name, Address and Incorporation

Inter-corporate Relationships

Auryn has the following wholly owned subsidiaries:

Subsidiary	Place of incorporation	Interest
North Country Gold Corp.	Alberta, Canada	100%
CBR Australia Holdings Inc. (inactive)	Alberta, Canada	100%
Committee Bay North Ltd.	Northwest Territories, Canada	100%
Akkese Madencilik Sanayi Ve Ticaret (inactive)	Turkey	100%

Intercompany relationships are described as follows:

- 8 -

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

Private Placements

- 9 -

April 2016 Prospectus Offering

On April 11, 2016, the Company announced a short form prospectus offering of up to 3,726,708 Common Shares at an offering price of $1.40 per share and up to 4,115,391 flow-through common shares (“ Flow-Through Shares ”) at an offering price of $1.89 per share, for gross proceeds of $12,995,480.19 (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.

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 will receive a total cash commission equal to 6% of the gross proceeds raised, being $896,688.13, and 541,104 broker warrants (the “ Broker Warrants ”), in each case assuming the full exercise of the Over-Allotment Option. The Broker Warrants entitle the Underwriters to purchase, within 24 months after closing of the Offering, Common Shares at C$1.40 per share. The Offering is expected to close on or about May 3, 2016.

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 elected to exercise the NC Option, the two parties would then form a customary joint venture to advance the project.

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”.

- 10 -

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

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

- 11 -

Peru Land Position

On February 22, 2016, the Company announced that it had beneficially staked 66,000 hectares of mineral claims in Peru. In addition, the Company disclosed that it is in advanced negotiations with certain Peruvian parties to option target licenses within this greater land position. Including discretionary spending, the total committed and planned exploration costs to Auryn are estimated to be $1,500,000 which will be funded from existing working capital.

BUSINESS DESCRIPTION

General

Auryn is a junior exploration company focused on the acquisition and exploration of mineral resource properties. The Company has one material mineral property, the Committee Bay Project, a gold exploration property in Nunavut, Canada.

As at December 31, 2015 the Company had approximately 10 full-time employees at its office in Vancouver, Canada.

As announced on February 22, 2016, the Company had acquired 66,000 hectares of early stage exploration ground in Peru. As of the date of this AIF, the Company is in advanced negotiations with certain Peruvian parties to option other target licenses within the larger staked land position and once fully assembled will form the Auryn Peru exploration project (“Peru Project”).The Company anticipates that total commitments for the Peru Project, including the options still in negotiation, will be less than $500,000 within the first 12 months and can be funded entirely out of the Company’s current working capital. Including discretionary spending, the total investment into the Peru Project is estimated to be $1,500,000 which will be funded from existing working capital.

Risk Factors

- 12 -

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

Exploration Activities May Not be Successful

- 13 -

Exploration Stage Operations

Calculation of Reserves, Resources and Precious Metal Recoveries

Additional Funding Requirements

- 14 -

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

Competitive Conditions

Environmental Protection

Property Commitments

Political, Economic and Social Risks and Uncertainties

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 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.

- 15 -

Changes in Government Regulation

Changes in Government regulations or the application thereof and the presence of unknown environmental hazards on 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 at the Committee Bay Project. 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 the Committee Bay Project 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.

Although Auryn is not aware of any existing title uncertainties with respect to the Committee Bay Project, 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

- 16 -

Legal and Litigation Risks

Risks Relating to Statutory and Regulatory Compliance

Insurance Risk

- 17 -

Limited Business History and No History of Earnings

Claims by Investors Outside of Canada

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 TSXV. 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.

- 18 -

Price Volatility of Publicly Traded Securities

Future Sales May Affect the Market Price of the Auryn Shares

Reliability of Financial Statements

Dividend Policy

- 19 -

Potential Joint Ventures

No History of Earnings

COMMITTEE BAY PROJECT

As at the date of this AIF, the Company’s principal mineral property is the Committee Bay Project, located in Nunavut, Canada.

Technical Report

Project Description, Location, Climate and Access

- 20 -

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;
	•	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 58,702 hectares and 137 mineral claims for a total area of 161,482 hectares (See Figure 1).

- 21 -

Figure 1 - Regional Exploration Target Areas

Figure 2 - Expiration of Claims and Licences

- 22 -

Royalties

Climate

Physiography

History

Geological Survey of Canada

Historic Exploration

- 23 -

Geological Setting, Mineralization and Deposit Types

Regional Geology

- 24 -

Local Geology

Property Geology

Mineralization

- 25 -

Deposit Types

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

2011 Exploration

- 26 -

2012 Exploration

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

2015 Exploration

- 27 -

Figure 3
Prospectivity of the Southwest third of the belt overlaid with the till sampling locations
and 2015 drill target areas

Exploration Potential

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.

- 28 -

Drilling

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

2003 Drilling

2004 Drilling

2005 Drilling

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

- 29 -

2008 Drilling

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

- 30 -

2011 Drilling

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

2015 Track-mounted RAB Drilling

Quality Assurance/Quality Control

- 31 -

Sample Preparation, Analysis and Data Verification

In RPA’s opinion the logging, sampling, assaying, and chain of custody protocols practiced by North Country 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

	•	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.

- 32 -

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.

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%.

2008 Testing

The gold recovery results are summarized in the Table 1-1. 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 1-1 – 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

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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 the table below. No further drilling has occurred at Three Bluffs since the estimate was prepared.

Table 1-2 – 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

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.

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The following a high grade subset of the above statement Mineral Resource at Three Bluffs generated by RPA using a 3.5 g/t Au cut-off.

Table 1-3 - 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.

Exploration and Production

Auryn will continue to explore the Committee Bay Project under a two pronged approach. It will continue to focus on resource expansion at three bluffs but also are identifying and establishing other deposits across the belt through a regional exploration program. Both programs are designed to be conducted over a number of years taking into account the optimal season in which to perform the required activities.

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Regional Exploration Program

The focus of the Regional Exploration Program will be to test a number of near surface targets utilizing the most cost effective drill system available. The exploration program will include 200 to 300 line-km of Induced Polarization ground surveys, a frequency domain magnetic airborne survey, a till sampling program using a bulk cyanide leach assay technique, and drone aerial imagery acquisition at 10 cm resolution across the entire Committee Bay Project area.

The planned exploration program will initially focus on known and newly identified targets including but not limited to the West Plains, Cops/Four-Hills, Inuk, and Raven areas using a track mounted Rotary Air Blast (RAB) rig (see Figure 1). The RAB drilling is intended to expand known mineralized trends along strike as well as to test shear zones in contact with iron-rich stratigraphy to a vertical depth of approximately 75 m.

Follow-up drilling with an RC drill rig is expected to provide representative samples from the zones of mineralization identified with the RAB as well as enable drilling to depths of approximately 200 m.

The exploration program is designed to be completed over several seasons in two phases. The following tables show the budgets for the exploration program. Phase 1 comprises target definition and refinement (Table 1-4), with drilling of these targets in Phase 2 (Table 1-5).

Table 1-4

Proposed Regional Exploration Program Budget – Phase 1

		Cost
		Estimate
Type	Details	($)
Labour	Staff Wages, Technical and Support Contractors	246,000
Assaying	Sampling and Analytical	40,000

Technical Studies /	Framework Study	286,000
Consultants	Digital Inversions of IP data & Mag Interpretations	155,000
	Geophysics (IP survey, aerial survey)	209,500
	Till Sampling	148,000
Land Management	Consultants. Assessment Filing, Lease Payments	394,500
	Claim Surveying	209,500
Community Relations	Community Tours, Outreach	22,500
Information Technology	Remote site communications and IT	14,000
Safety	Equipment, Training and Supplies	2,000
Expediting	Expediting (Rankin Inlet, Baker Lake, Churchill)	49,500
Camp Costs	Equipment, Maintenance, Food, Supplies	167,500
Freight and Transportation	Freight , Travel, Helicopter, Fixed Wing	353,000
Fuel		325,000
General and Administration		22,500
Subtotal		2,644,500
Contingency (10%)		264,450
Total		2,908,950

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Table 1-5 Proposed Regional Exploration Program Budget – Phase 2

		Cost
		Estimate
Type	Details	($)
Labour	Staff Wages, Technical and Support Contractors	1,395,000
Drilling	RAB & RC Drilling (40,000 m in 400 holes)	3,373,500
Assaying	Sampling and Analytical	1,126,500
Community Relations	Community Tours, Outreach	52,500
Information Technology	Remote site communications and IT	32,500
Safety	Equipment, Training and Supplies	4,500
Expediting	Expediting (Rankin Inlet, Baker Lake, Churchill)	115,500
Camp Costs	Equipment, Maintenance, Food, Supplies	391,000
Freight and Transportation	Fright, Travel, Helicopter, Fixed Wing	823,500
Fuel		2,070,500
General and Administration		133,500
Subtotal		9,518,500
Contingency (10%)		951,850

Total		10,470,350

Three Bluffs Resource Expansion Program

The Three Bluffs deposit is open along strike and at depth and warrants follow-up drilling for resource expansion. The primary targets for exploration are zones of higher resistivity (identified in the 2010 Quantec Titan IP survey) where they 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. During the next exploration phase at Three Bluffs, the Company plans to drill approximately 20,000 m at a nominal drill hole spacing of 120 m lateral by 100 m vertical to at least 700 m below surface to demonstrate continuity of the mineralization to depth and increase the current resource.

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RPA concurs with this opinion and recommends that exploration work continue to expand and confirm Mineral Resources. A budget has been prepared by the Company for diamond drilling (Table 1-6), most of which will be carried out on the Three Bluffs deposit.

Table 1-6 - Three Bluffs Expansion Program Budget

Type	Details	Cost Estimate
		($)
Labour	Staff Wages, Technical and Support Contractors	1,710,500
Drilling	Diamond Drilling (20,000 m in 40 holes)	4,544,000
Assaying	Sampling and Analytical	282,500
Technical Studies /	Resource Modelling	90,000
Consultants	Environmental (Consultants and Supplies)	72,000
	Engineering (General Studies)	70,000
Information Technology	Remote site communications and IT	101,500
Safety	Equipment, Training and Supplies	37,500
Expediting	Expediting (Rankin Inlet, Baker Lake, Churchill)	92,500
Camp Costs	Equipment, Maintenance, Food, Supplies	1,081,500
Freight and Transportation	Fright, Travel, Helicopter, Fixed Wing	4,484,500
Fuel		514,000
General and Administration		33,000
Sub-total		13,113,500
Contingency (10%)		1,311,350
Total		14,424,850

DESCRIPTION OF CAPITAL STRUCTURE

Common Shares

As at the date of this AIF, there were 49,124,979 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;

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	•	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

Stock Options

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

Number of Options	Exercise Price	Expiry Date
50,000	$1.50	February 3, 2019
1,300,000	$0.51	February 17, 2019
1,253,750	$1.30	August 17, 2020

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 TSXV 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.

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

Number of Warrants	Exercise Price	Expiry Date
4,835,000	$1.70	September 16, 2017

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MARKET FOR SECURITIES

Trading Price and Volume

The Common Shares are 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”.

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

	High	Low	Volume
Date	($)	($)	(no. of Common
			Shares)
March 2016	1.68	1.36	2,500,002
February 2016	1.55	1.20	4,164,211
January 2016	1.27	1.01	934,523
December 2015	1.15	0.95	914,205
November 2015	1.15	0.94	518,567
October 2015	1.34	1.02	884,844
September 2015	1.25	1.06	388,468
August 2015	1.40	1.15	386,661
July 2015	1.54	1.16	450,219
June 2015	1.65	1.40	467,455

Prior Sales

In the financial year ended December 31, 2015 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
August 17, 2015	1,280,000 Stock Options	$1.30
September 25, 2015	20,000 Stock Options	$0.70
September 25, 2015	140,000 Stock Options	$1.50
September 25, 2015	110,000 Stock Options	$1.00
September 25, 2015	50,000 Stock Options	$2.50
September 25, 2015	10,000 Stock Options	$8.50
September 25, 2015	520,000 Stock Options	$4.70
September 16, 2015	4,835,000 Common Share Purchase Warrants	$1.70

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DIRECTORS AND EXECUTIVE OFFICERS

Name, Occupation and Security Holding

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

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”); Director of Stratton Resources Inc. (“Stratton”); Past Director of Full Metal Minerals Inc.;	May 7, 2013
IVAN BEBEK ⁽³⁾ Executive Chairman & Director British Columbia, Canada	Executive Chairman & Director of Auryn; Director of Stratton Resources Inc.; Past Chief Executive Officer, Chief Financial Officer, President & Director of Cayden Resources Inc.;	Novem ber 2, 2009
STEVE COOK ⁽³⁾ Director British Columbia, Canada	Director of Auryn; Practicing tax partner at law firm of Thorsteinssons LLP; Director of Stratton; Past Director of Cayden, Past Director of Brett Resources Ltd.; Past Director of Skeena Resources Ltd.; Director of SnipGold Corp;	October 28, 2013
GORDON J FRETWELL ⁽³⁾ Director British Columbia, Canada	Director of Auryn; Solicitor of Gordon J. Fretwell Law Corporation; Director of Northern Dynasty; Director of Asanko Gold Inc.; Director of Quartz Mountain Resources; Director of Lignol Energy Corporation; Director of Coro Mining Corp.	October 28, 2013
KEITH MINTY Director Ontario, Canada	Director of Auryn; Director of Callinex Mines Inc.; Director of Hunter Bay Minerals Plc.; Past Director of Asanko Gold Inc.; Past Director of Oremex Silver Inc.	October 28, 2013
DANIEL MCCOY 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

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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⁾
ANTONIO ARRIBAS Director Michigan, USA	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
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 Resources Inc.; Past Chief Financial Officer of Cayden Resources; Past Corporate Controller & VP Finance of Asanko Gold Inc.; Past Audit Manager at Deloitte and Touche LLP	N/A
MICHAEL HENRICHSEN Chief Operating Officer British Columbia, Canada	Chief Operating Officer and structural geologist of Auryn; Past structural geologist at Newmont Mining Corp.	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 Antonio Arribas who was added to the Board in August 2015, each of Auryn’s directors was elected by Auryn’s shareholders at an annual general meeting held on April 9, 2015 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.

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 8,222,156 Common Shares, being approximately 16.74% of Auryn’s issued and outstanding Common Shares.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

	(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.

- 42 -

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;

	(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 Lingol Energy Corp., which was placed into receivership in September 2014.

Conflicts of Interest

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

- 43 -

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

TRANSFER AGENT AND REGISTRAR

Auryn’s registrar and transfer agent for its Common Shares is Computershare Investor Services Inc., 510 Burrard Street, 3 ^rd 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 only material contract as of the date of this AIF is 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.”

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.

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 person 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.

- 44 -

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 year ended December 31, 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.

Hay & Watson, Chartered Accountants, of Vancouver, British Columbia, Auryn’s former auditor, has prepared the Auditor’s Report with respect to the consolidated financial statements of Auryn for the financial years ended June 30, 2015. Hay & Watson 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.

ADDITIONAL INFORMATION

(An exploration stage company)

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF AURYN RESOURCES INC (“AURYN” OR THE “COMPANY”)

FOR THE SIX MONTHS ENDED DECEMBER 31, 2015

Dated: April 28, 2016

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Six Months Ended December 31, 2015

1.1

Date and forward-looking statements

The Company has prepared the following management’s discussion and analysis (the “MD&A”) as of April 28, 2016 and it should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2015. All financial information has been prepared in accordance with International Financial Reporting Standards (“IFRS” or “GAAP”) and all dollar amounts presented are Canadian dollars unless otherwise stated.

The effective date of this MD&A is April 28, 2015.

The statements reflect the current beliefs of the management of the Company, and are based on currently available information. Accordingly, these statements are subject to known and unknown risks, uncertainties and other factors, which could cause the actual results, performance, or achievements of the Issuer to differ materially from those expressed in, or implied by, these statements. These uncertainties are factors that include but are not limited to risks related to international operations; risks related to general economic conditions and credit availability; uncertainty related to the resolution of legal disputes and lawsuits; actual results of current exploration activities and unanticipated reclamation expenses; fluctuations in prices of gold and other commodities; fluctuations in foreign currency exchange rates; increases in market prices of mining consumables; possible variations in mineral resources, grade or recovery rates; accidents, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; changes in national and local government regulation of mining operations, tax rules and regulations, and political and economic developments in countries in which the Company operates; as well as other factors. Additional information relating to the Company and its operations is available on SEDAR at www.sedar.com and on the Company’s web-site at www.aurynresources.com.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Six Months Ended December 31, 2015

1.2

Overall performance

1.2.1

Description of business

Effective September 25, 2015, the Company, pursuant to a plan of arrangement, acquired 100% of North Country Gold Corp’s (“North Country”) issued and outstanding common shares. North Country owns the mineral concessions comprising the Committee Bay mineral property in Nunavut, Canada.

1.2.2 Committee Bay Project

The Committee Bay Project is comprised of more than 210,000 hectares situated along the Committee Bay Greenstone Belt (the “CBGB”) approximately 180 km NE of the Meadowbank mine operated by Agnico Eagle Mines Limited and extends more than 300 km northeast.

The CBGB 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 CBGB 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, Meliadine and the newly discovered Amuraq.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Six Months Ended December 31, 2015

1.2.2 Committee Bay Project (continued)

Ownership

The Committee Bay project is held 100% by Auryn subject to a 1% Net Smelter Royalty (“NSR”) on the entire project and an additional 1.5% NSR on a small portion of the project. The 1.5% NSR is payable on only 7,596 hectares and is buyable within two years commencement of commercial production for $2,000,000 for each one-third (0.5%) of the NSR.

Mineral Resources

High-grade gold occurrences are found throughout the 300 km strike length with the most advanced being the Three Bluffs deposit that contains resources as listed in the table below: *(refer to NI43-101 report dated August 21, 2015 filed under Auryn’s profile at www.sedar.com).

Class	Cut Off Grade (g/t Au)	Tonnes (000)	Gold Grade (g/t Au)	Contained Au (oz)
Indicated*	3.5	1,853.3	8.42	501,700
Inferred*	3.5	3,354.4	7.16	772,200

•

See section 1.2.4 for cautionary language concerning mineral resources

The Three Bluffs deposit remains open along strike and at depth. Future programs will aim to significantly expand upon the current resource.

Acquisition

The Committee Bay project was acquired through the Company’s acquisition of North Country effective September 25, 2015 for a total purchase price of $18,378,375.

Pursuant to a plan the arrangement, each outstanding share of North Country was exchanged for 0.1 of a common share of Auryn and resulted in the issuance of 13,838,894 common shares, with a fair value of $1.22 per common share, and 840,000 replacement stock options, with a weighted average fair value of $0.16 per option. The fair value the common shares was determined using the last closing market price of the Company’s shares on the day of the acquisition.

2015 Exploration Program

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Six Months Ended December 31, 2015

1.2.2 Committee Bay Project (continued)

Highlights from the 2015 exploration program:

	•	Establishment of the geometry of the high-grade mineralization at West Plains and confirmation that the target remains open at depth. Drill results from the 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).
	•	Discovery of low grade surface mineralization 1,000 metres to the north of West Plains extending the mineralized strike length of the shear zone to 1.8 km. Drill results include 24.38m of 0.64g/t (15WPPR015), 10.67m @ 1.26g/t (15WPPR023), and 7.62m of 0.51g/t (15WPPR020).
	•	Identification of new geochemical anomalies across the southwest third of the project including a predominately untested 20 km long corridor of elevated gold-in-till values at Anuri.
	•	Staking of 158,885 hectares surrounding the existing Committee Bay claims and leases bringing the new land position to more than 210,000 Ha.
	•	Confirmation of the efficacy of track mounted RAB rigs in the arctic environment resulting in significant reductions in the cost to explore across the 300 km Committee Bay belt.

Prospectivity analysis:

During the year, the Company completed its prospectively analysis across the Committee Bay belt. The analysis combined the historical geological, geophysical, and geochemical data and resulted in the identification of several new target areas which were the focus of the summer 2015 and will form the basis for future programs.

Figure 1 – prospectivity of the Southwest third of the belt overlaid with the till sampling locations and 2015 drill target areas.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Six Months Ended December 31, 2015

1.2.2 Committee Bay Project (continued)

Acquisition of additional claims

Effective October 2015, the Company acquired 158,885 hectares surrounding the existing Committee Bay claims and leases bringing the new land position to greater than 210,000 Ha across the 300 km Belt. The new land position consolidates the district and allows Auryn’s 2016-2017 exploration seasons to pursue new targets identified and expand till and drill programs along strike from the existing Three Bluffs gold deposit and other known mineralized structures.

Track-mounted RAB Drilling

The 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 conceptual target 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 (see North Country Gold NR – Aug 8, 2006). 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 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.

Till Sampling Results

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, 3 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.

Planned 2016 Exploration Program

The Company’s 2016 exploration programs at the Committee Bay Project will include both regional exploration and targeted drill testing. These programs are to occur primarily from the middle of June, 2016 through to the middle of September, 2016 at an estimated cost of $8.75 million.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Six Months Ended December 31, 2015

1.2.2 Committee Bay Project (continued)

The regional exploration will be conducted through the application of a electromagnetic airborne survey, a comprehensive till sampling program, digital imagery and DEM capture and ground-based magnetic surveys. The Company anticipates full coverage of the entire 300 km CBGB with the goal of target generation and refinement of the regional scale geologic model.

1.2.3 Peru Exploration Project

1.2.4 Overall program analysis and economics

During the six months ended December 31, 2015, the Company expended $5,037,004 in exploration and acquisition expenditures at its mineral interests not including the fair value of the acquisition of North Country; details presented in the table below.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Six Months Ended December 31, 2015

1.2.4 Overall program analysis and economics (continued)

Project expenditure during the six months ended December 31, 2015:

		Committee Bay		Peru		Total
Acquisition costs
Additions:
Acquisition of North Country		17,999,192		-		17,999,192
Other acquisition costs		291		406,145		406,436
Exploration and evaluation costs
Additions:
Assaying		242,543		-		242,543
Exploration drilling		428,895		-		428,895
Camp cost, equipment and field supplies ¹		785,964		-		785,964
Geological consulting services		293,112		257,177		550,289
Geophysical analysis		215,126		-		215,126
Permitting, environmental and community costs		212,244		-		212,244
Expediting and mobilization		34,779		-		34,779
Salaries and wages		360,169		40,154		400,323
Fuel and consumables		477,852		-		477,852
Aircraft and travel		1,089,458		45,616		1,135,074
Share-based compensation		147,479		-		147,479
Six months to December 31, 2015	$	22,287,104	$	749,092	$	23,036,196

¹ Included in camp cost, equipment and field supplies is an amount of $442,017 charged by North Country for the use of infrastructure during the Joint Exploration Agreement.

1.2.5

Qualified Persons and Technical Disclosures

Michael Henrichsen, P. Geo., Chief Operating Officer of Auryn, is the Qualified Person with respect to the technical disclosures in this MD&A.

Cautionary Note About Mineral Resources:

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Six Months Ended December 31, 2015

1.2.5 Qualified Persons and Technical Disclosures (continued)

1.3

Selected annual information

		Six Months		Year ended		Year ended
		December 31, 2015		June 30, 2015		June 30, 2014

Comprehensive loss for the period	$	2,382,107	$	1,400,603	$	2,079,793
Net loss for the period	$	1,860,107	$	1,922,603	$	2,079,793
Basic and diluted loss per share	$	0.05	$	0.08	$	0.13
Total assets	$	31,031,214	$	8,797,284	$	2,454,548
Total long-term liabilities	$	1,100,093	$	-	$	-
Cash dividends per share		-		-		-

The Company generated no revenues from operations during the above periods.

1.4

Results of Operations

Six months ended December 31, 2015 and twelve months ended June 30, 2015

During the six months ended December 31, 2015, the Company reported a net loss of $1,860,107 and loss per share of $0.05 compared to $1,922,603 and $0.08 respectively for the twelve-month period in the prior year.

Significant variances are discussed as follows:

	(1)	During the six months ended December 31, 2015, the Company incurred $2,177,164 in administrative expenses, an increase of $375,096 over the twelve-month period in the prior year. This increase is attributable to additional corporate, office and administration, share-based compensation, legal and travel costs in support of the Committee Bay project and project investigation activities. During the same period in the prior year, administrative costs pertained solely to corporate support and project investigation activities. It should also be noted that the periods being compared are six months and twelve months, respectively.
	(2)	The significant increase in wages and consulting fees on a per month basis relates to the addition of executive level and support personnel at the Company’s office in Vancouver.
	(3)	On August 17, 2015, the Company granted 1,280,000 incentive stock options to directors, officers, employees and others resulting in share-based compensation of $611,219 being recorded within administration costs. In the same period in the prior year, the Company recorded share-based compensation of $235,806 from the amortization of options granted previously.
	(4)	Total direct project investigation costs for the six months ended December 31, 2015 were $114,020 compared to $451,383 in the same period of the previous year. This decrease relates to reduced levels of investigative activities as the Company’s staff focused on Committee Bay and acquisitions in Peru.
	(5)	Resulting from the acquisition of North Country, the Company realized a gain within net loss of $435,000 from the change in fair value of previous purchased North Country common shares.
	(6)	Travel, marketing and investor relation costs totalled $433,196 for the six months ended December 31, 2015 relating to investor shows and conferences attended subsequent to the Company’s announcement of the North Country acquisition and the results from its summer programs.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Six Months Ended December 31, 2015

1.4

Results of Operations (continued)

Three months ended December 31, 2015 and three months ended June 30, 2015

During the three months ended December 31, 2015, the Company reported a net loss of $1,186,038 and loss per share of $0.02 compared to $567,492 and $0.02 respectively for the three months ended June 30, 2015.

Significant variances are discussed as follows:

	(1)	During the three months ended December 31, 2015, the Company incurred $1,102,288 in administrative expenses, an increase of $461,411 over the three-month period in the prior year. This increase is attributable to additional Consulting fees, directors' fees, wages and benefits, share-based compensation, and Travel, marketing and investor relations costs. The increase relates to additional personnel and overhead added subsequent to the acquisition of North Country.
	(2)	During the three months ended December 31, 2015, the Company incurred $83,072 in project investigation costs compared to $47,722 during the three month ended June 30, 2015.
	(3)	During the three months ended June 30, 2015, the Company recorded a deferred income tax recovery of $78,000 related to unrealized gains recorded in other comprehensive income attributed to the its investment in North Country Shares. During the three months ended December 31, 2015, the Company’s investment in North Country was consolidated and no deferred income recovery or loss was recorded.

1.5

Summary of quarterly results

Three months ended	Interest and	Net loss		Comprehensive		Loss per share
	other income			loss
	$	$		$		$
December 31, 2015	8,814	(1,186,038	)	(1,186,038	)	(0.02	)
September 30, 2015	14,355	(674,069	)	(1,196,069	)	(0.01	)
June 30, 2015	12,256	(567,492	)	(45,492	)	(0.02	)
March 31, 2015	3,813	(436,711	)	(436,711	)	(0.01	)
December 31, 2014	4,983	(535,059	)	(535,059	)	(0.03	)
September 30, 2014	6,318	(383,341	)	(383,341	)	(0.02	)
June 30, 2014	7,201	(681,357	)	(681,357	)	(0.04	)
March 31, 2014	5,954	(788,947	)	(788,947	)	(0.04	)

During the last eight quarters, the Company’s net loss has ranged between $399,485 and $ 1,186,038. The Company losses and expenditures have generally increased during this period as the Company has progressed from project investigation to acquisition to exploration and development. Comprehensive loss for the period ended Jun 30, 2015 comparatively decreased due to the recognition of an unrealized gain resulting from the revaluation of the North Country investment. This accumulated gain was then recognized during the three months ended September 30, 2015. Also, during the three months ended March 31, 2015, the Company recognized a one-time gain of $200,000 due to the initial recognition of the investment in North Country, which reduced the net loss on that period.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Six Months Ended December 31, 2015

1.6/1.7

Liquidity and capital resources

As at December 31, 2015, the Company had cash and cash equivalents of $3,701,317 and working capital of $3,602,419. Current liabilities as at December 31, 2015 consisted of accounts payable and accrued liabilities of $513,885, which have been incurred in connection with the Company’s 2015 Committee Bay exploration programs, extensive project investigation activities and maintaining the Company’s public listing in good standing.

During the six months ended December 31, 2015, the Company expended net cash of $913,735 in operating activities compared to $2,740,086 during the twelve-month period ended June 30, 2015. The Company also expended $5,364,509 in investing activities during the period predominantly on program costs from its Committee Bay project.

During the six months ended December 31, 2015, the company raised $5,638,810 in financing activities through the issuance of common shares.

The Company’s current working capital is sufficient for the Company to meets its immediate liquidity requirements as well as those for the next twelve months.

Common shares issued

April 2016 Prospectus Offering

On April 11 ^th , 2016, the Company announced a short form prospectus offering of up to 9,018,414 common shares, which includes 1,176,315 common shares issued on exercise of an over-allotment right, for gross proceeds of $14,944,803 (the “Offering”). Under the Offering, the Company will issue 4,732,700 flow through shares (“Flow-Through Shares”) at a price of $1.89 per share and 4,285,714 non-flow though shares at a price of $1.40.

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 will receive a total cash commission of $896,688 or 6% of the gross proceeds raised, and 541,104 common share purchase warrants entitling the Underwriters to purchase, within 24 months after closing of the Offering, common shares of the Company at C$1.40 per common share. The Offering is expected to close on or about May 3, 2016.

Other Issuances

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Six Months Ended December 31, 2015

1.6/1.7

Liquidity and capital resources (continued)

Intended Use of Proceeds of			Actual Use of Proceeds from September 2015
September 2015 Private Placement			September Private Placement until December 31,			(Over)/under
			2015			expenditure
Offering Expenses		$164,000	Offering Expenses		$164,000	-
Further development of the Committee Bay Project:			Further development of the Committee Bay Project:
•	Spring 2015 Mobilization		•	Spring 2015 Mobilization
•	Regional staking programs	$2,500,000	•	Regional programs staking	$ nil	$2,500,000
•	Geophysical surveys		Geophysical surveys
Peruvian Exploration Project		$1,500,000	Peruvian Exploration Project		485,000	$1,015,000

General working capital		$1,638,000	General working capital		$871,000	$767,000

Total		5,802,000	Total		$1,520,000	$ 4,282,000

Explanation of variances and the impact of variances on the ability of the Company to achieve its business objectives and milestones			The Company is in progress with respect to each of the planned objective. The majority of the funding is expected to be expended in H1, 2016

Other sources of funds

As at December 31, 2015, the other sources of funds potentially available to the Company are through the exercise of outstanding stock options and share purchase warrants with terms as follows:

				Outstanding				Exercisable
Expiry date	Number of		Exercise price	Remaining	Number of		Exercise price	Remaining
	options			contractual	options			contractual
				life (years)				life (years)
Feb 17, 2019	1,550,000	$	0.51	3.13	1,550,000	$	0.51	3.13
Aug 17, 2020	1,280,000		1.30	4.63	480,000		1.30	4.63
Feb 3, 2019	90,000		1.50	3.10	90,000		1.50	3.10
Mar 20, 2020	20,000		0.70	4.24	20,000		0.70	4.24
	2,940,000				2,140,000

Warrants		Exercise price			Expiry date
4,835,000	$	1.70			September 16, 2017

1.8

Off-balance sheet arrangements

The Company does not utilize off-balance sheet arrangements.

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Six Months Ended December 31, 2015

1.9

Transactions with related parties

(a)

Related parties

		Six months ended		Twelve months ended
		December 31, 2015		June 30, 2015
Universal Mineral Services Ltd. ¹
Included in the statement of operations:
Consulting fees, directors' fees, wages and benefits	$	226,345	$	318,769
Legal and professional fees		849		136
Office, rent and administration		221,777		293,898
Regulatory, transfer agent and shareholder information		-		6,663
Travel, marketing and investor relations		133,597		93,939
Project investigation costs		23,571		211,276
Capitalized to mineral interests:
Committee Bay		69,990		75,544
Peru		40,154		-
Total transaction for the periods	$	716,283	$	1,000,225

Universal Mineral Services Ltd., (“UMS”) is a private company with directors and officers (Ivan Bebek, Chairman, Shawn Wallace, CEO and Peter Rees, CFO) in common that, pursuant to an agreement dated December 30, 2015, provides geological, corporate development, administrative and management services to the Company on a cost recovery basis. The outstanding balance owing at December 31, 2015 was $119,781 (June 30, 2015 – $145,633).

(b)

Compensation of key management personnel

During the period, compensation to key management personnel was as follows:

		Six months ended		Twelve months ended
		December 31, 2015		June 30, 2015
Short-term benefits	$	408,007	$	443,542
Share-based payments		406,028		76,290
	$	814,035	$	519,832

1.10

Subsequent events

	a)	Subsequent to December 31, 2015, a total of 296,250 stock options were exercised with a weighted average exercise price of $0.59 for gross proceeds of $175,625. Also an amount of 40,000 stock options with an exercise price of $1.50 expired unexercised.

	b)	All other subsequent events are included within other sections of this MD&A.

1.11

Proposed Transactions

None

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Six Months Ended December 31, 2015

1.12

Critical Accounting Estimates

This section is not required as the Company is a Venture Issuer, as the term is defined in National Instrument 51-102

Continuous Disclosure Obligations .

1.13

Changes in accounting policies including initial adoption

None

1.14

Financial instruments and other instruments

As at December 31, 2015, the Company’s financial instruments consist of cash and cash equivalents, investments, amounts receivable, accounts payables and accrued liabilities and the provision for provision for site reclamation and closure. With the exception of the provision for site reclamation, the fair values of these financial instruments approximate their carrying values due to their short-term to maturity. The provision for site reclamation is recorded at fair value being the net present value of the anticipated obligation at closure of the Committee Bay project. The Company’s financial instruments are exposed to certain financial risks including, credit risk, currency risks, liquidity risk, interest rate risk and capital risk management. Details of each risk are laid out in the notes to the Company’s consolidated financial statements.

1.15

Other requirements

Capital structure

Authorized: Unlimited number of common shares
Number of common shares issued and outstanding as at April 28, 2016: 49,124,979
Number of common shares issued and outstanding as at December 31, 2015: 48,828,729

Stock options as at April 28, 2016:

				Outstanding				Exercisable
Expiry date	Number of		Exercise price	Remaining	Number of		Exercise price	Remaining
	options			contractual	options			contractual
				life (years)				life (years)
Feb 17, 2019	1,300,000	$	0.51	2.77	1,300,000	$	0.51	2.77
Aug 17, 2020	1,253,750		1.30	2.81	613,750		1.30	2.81
Feb 3, 2019	50,000		1.50	4.30	50,000		1.50	4.30
	2,603,750				1,963,750

Share purchase warrants :

Number of warrants		Exercise price	Expiry date
4,835,000	$	1.70	September 16, 2017
541,104	$	1.40	April 29, 2018

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Conditions and

Results of Operations for the Six Months Ended December 31, 2015

1.15

Other requirements (continued)

Disclosure controls and procedures

On behalf of the Board of Directors,

“Shawn Wallace”
___________________________
Shawn Wallace
President and Chief Executive Officer
April 28, 2016

(An exploration stage company)

CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended December 31, 2015 and
Twelve Months ended June 30, 2015

(Expressed in Canadian dollars)
_______________________

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Auryn Resources Inc.

We have audited the accompanying consolidated financial statements of Auryn Resources Inc., which comprise the consolidated statement of financial position as at December 31, 2015, and the consolidated statement of loss and comprehensive loss, consolidated statement of changes in equity and consolidated statement of cash flows for the six month period ended December 31, 2015, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Auryn Resources Inc. as at December 31, 2015, and its financial performance and its cash flows for the six month period ended December 31, 2015 in accordance with International Financial Reporting Standards.

Other Matter

Signed “Deloitte LLP”

Chartered Professional Accountants
April 28, 2016
Vancouver, Canada

Auryn Resources Inc.
Consolidated Statements of Financial Position

(Expressed in Canadian dollars)
		December 31,			June 30,
		2015			2015

Assets

Current assets:
Cash and cash equivalents (note 5)	$	3,601,317		$	4,241,448
Investments (note 6)		–			1,300,000
Amounts receivable		322,332			217,302
Joint venture advances		–			682,429
Prepaid expenses and deposits		92,655			114,070
		4,016,304			6,555,249

Non-current assets:
Restricted cash (note 5)		100,000			–
Mineral property interests (note 7)		25,103,359			2,067,163
Equipment (note 8)		1,811,551			–
Deferred acquisition costs		–			174,872
Total assets	$	31,031,214		$	8,797,284


Liabilities and Equity

Liabilities
Current liabilities:
Accounts payable and accrued liabilities	$	513,885		$	412,721

Non-current liabilities:
Provision for site reclamation and closure (note 9)		1,100,093			–
Total liabilities	$	1,613,978		$	412,721
Equity
Share capital	$	32,546,799		$	12,705,363
Equity reserves		4,358,367			785,023
Accumulated other comprehensive income		–			522,000
Deficit		(7,487,930	)		(5,627,823	)
Total equity		29,417,236			8,384,563
Total liabilities and equity	$	31,031,214		$	8,797,284

Subsequent events (note 19)

Approved on behalf of the Board of Directors:

"Ivan Bebek"	"Shawn Wallace"
Director	Director

The accompanying notes form an integral part of these consolidated financial statements.

Auryn Resources Inc.
Consolidated Statements of Loss and Comprehensive Loss

(Expressed in Canadian dollars, except share amounts)
		Six months ended			Twelve Months ended
		December 31, 2015			June 30, 2015

Administration expenses:
Consulting fees, directors' fees, wages and benefits	$	768,421		$	811,850
Legal and professional fees		78,874			64,061
Office, rent and administration		266,285			310,405
Regulatory, transfer agent and shareholder information		19,169			59,533
Share-based compensation (note 11(a))		611,219			235,806
Travel, marketing and investor relations		433,196			320,413
		2,177,164			1,802,068

Other expenses (income):
Project investigation costs		114,020			451,383
Accretion of provision for site reclamation and closure		6,220			–
Interest and other income		(23,169	)		(27,370	)
Recovered input tax credits		–			(25,850	)
Gain on investments (note 6)		(435,000	)		(200,000	)
Foreign exchange loss		7,872			372
		(330,057	)		198,535
Net loss before income taxes		(1,847,107	)		(2,000,603	)
Deferred income tax expense (note 13)		(13,000	)		78,000

Net loss for the period	$	(1,860,107	)	$	(1,922,603	)

Other comprehensive income, net of tax
Items that may be reclassified subsequently to profit or loss (note 6):
Fair value (loss) gain on available-for-sale financial assets, net of tax	$	(87,000	)	$	522,000
Realization of gain on available-for-sale financial assets		(435,000	)		–

Other comprehensive (loss) income for the period	$	(522,000	)	$	522,000

Total comprehensive loss for the period	$	(2,382,107	)	$	(1,400,603	)

Basic and diluted loss per share	$	(0.05	)	$	(0.08	)
Weighted average number of shares outstanding (basic and diluted)		40,289,959			25,101,403

The accompanying notes form an integral part of these consolidated financial statements.

Auryn Resources Inc.
Consolidated Statements of Changes in Equity

(Expressed in Canadian dollars, except share amounts)
								Accumulated other
	Number of		Share capital		Equity reserves			comprehensive			Deficit			Total
	common shares							income

Balance at June 30, 2014	18,878,605	$	5,503,012	$	522,885		$	–		$	(3,705,220	)	$	2,320,677

Comprehensive loss for the year	–		–		–			522,000			(1,922,603	)		(1,400,603	)
Share-based compensation	–		–		273,950			–			–			273,950
Stock options exercised (note 11(a))	23,750		12,113		–			–			–			12,113
Fair value of stock options allocated to share capital issued on exercise (note 11(a))	–		11,812		(11,812	)		–			–			–
Issued pursuant to private placements at $0.65 per share (note 10 (b))	11,251,230		7,178,426		–			–			–			7,178,426

Balance at June 30, 2015	30,153,585	$	12,705,363	$	785,023		$	522,000		$	(5,627,823	)	$	8,384,563

Comprehensive loss for the period	–		–		–			(522,000	)		(1,860,107	)		(2,382,107	)
Share-based compensation	–		–		758,971			–			–			758,971
Stock options exercised (note 11(a))	1,250		637		–			–			–			637
Fair value of stock options allocated to share capital issued on exercise (note 11)	–		622		(622	)		–			–			–
Shares issued pursuant to private placement at $1.20 per share (note 10(b))	4,835,000		2,956,726		2,681,454			–			–			5,638,180
Shares issued for acquisition of North Country Gold Corp. (note 4)	13,838,894		16,883,451		133,541			–			–			17,016,992

Balance at December 31, 2015	48,828,729	$	32,546,799	$	4,358,367		$	–		$	(7,487,930	)	$	29,417,236

The accompanying notes form an integral part of these consolidated financial statements.

Auryn Resources Inc.
Consolidated Statements of Cash Flows

(Expressed in Canadian dollars)
		Six months ended			Twelve Months ended
		December 31, 2015			June 30, 2015

Cash (used in) provided by:

Operating activities:
Loss for the period	$	(1,860,107	)	$	(1,922,603	)
Items not involving cash:
Interest income classified as investing activity		(23,169	)		(27,370	)
Accretion expense		6,220			–
Gain on available-for-sale financial assets (note 6)		(435,000	)		(200,000	)
Unrealized foreign exchange		7,556			11,866
Share-based compensation		611,492			265,868
Deferred income tax		13,000			(78,000	)
Changes in non-cash working capital:
Amounts receivable		(52,623	)		(172,084	)
Joint venture advances		877,032			(682,429	)
Deferred and prepaid expenses		440,703			(88,438	)
Accounts payable and accrued liabilities		(498,839	)		153,104
Cash used in operating activities		(913,735	)		(2,740,086	)

Investing activities:
Interest received		23,169			33,924
Exploration and evaluation expenditures		(5,264,544	)		(1,934,964	)
Deferred acquisition costs		–			(174,872	)
Purchase of marketable securities		–			(500,000	)
Acquisition of North Country Gold Corp., net of cash acquired (note 4)		(123,134	)		–
Cash used in investing activities		(5,364,509	)		(2,575,912	)

Financing activities:
Proceeds from issuance of common shares, net of share issuance costs (note 10(b))		5,638,810			7,190,539
Cash provided by financing activities		5,638,810			7,190,539

Effect of foreign exchange rate changes on
cash and cash equivalents		(697	)		(10,237	)

(Decrease) increase in cash and cash equivalents		(640,131	)		1,864,304

Cash and cash equivalents, beginning of the period		4,241,448			2,377,144

Cash and cash equivalents, end of the period	$	3,601,317		$	4,241,448

Supplemental cash flow information (note 17)

The accompanying notes form an integral part of these consolidated financial statements.

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

1.	Corporate information

The head office and principal address of the Company are located at 1199 West Hastings Street, Suite 600, Vancouver, British Columbia, V6E 3T5.

These consolidated financial statements were approved and authorized for issuance by the Board of Directors on April 28, 2015.

Effective for fiscal years ended after July 1, 2015, the Company changed its year-end to December 31 ^st .

2.	Basis of presentation

(a)

Basis of preparation and consolidation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), effective for financial year ending December 31, 2015. IFRS include International Accounting Standards (“IAS”) and interpretations issued by the IFRS Interpretations Committee (“IFRIC”).

These consolidated financial statements have been prepared on a historical cost basis except for financial instruments classified as available-for-sale that have been measured at fair value. The functional and presentation currency is the Canadian dollar, therefore all amounts are presented in Canadian dollars unless otherwise noted.

These consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control exists when the Company has power over an investee, exposure or rights, to variable returns from its involvement with the investee and the ability to use its power over the investee to affect the amount of the Company’s returns.

Subsidiary	Place of incorporation	Beneficial Interest
North Country Gold Corp.	Alberta, Canada	100%
Committee Bay North Ltd.	Northwest Territories, Canada	100%
Corisur Peru, S.A.C.	Peru	100%
CBR Australia Holdings Inc. (inactive)	Alberta, Canada	100%
Akkese Madencilik Sanayi Ve Ticaret (inactive)	Turkey	100%

The Company changed its fiscal year-end from June 30th to December 31st, with the objective to unify reporting periods for all its subsidiaries and to coincide with those of its industry peers. Accordingly, these financial statements are prepared for six months ended December 31, 2015 and twelve months ended June 30, 2015 and the results of operations may not be directly comparable.

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

2.	Basis of presentation (continued)

(b)

Critical accounting judgments and estimates

The preparation of the consolidated financial statements requires management to select accounting policies and make estimates and judgments that may have a significant impact on the consolidated financial statements. Estimates are continuously evaluated and are based on management’s experience and expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes may differ from these estimates.

Functional currency

The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the entity operates. The Company has determined the functional currency of each material entity is the Canadian dollar. Determination of functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

ii.

Business combinations

Determination of whether a set of assets acquired and liabilities assumed constitute the acquisition of a business or asset may require the Company to make certain judgements as to whether or not the assets acquired and liabilities assumed include the inputs, processes and outputs necessary to constitute a business as defined in IFRS 3 - Business Combinations. The Company has determined that North Country does not meet the criteria for a business based on the indicators outlined by IFRS 3. As such, the Company has determined that the acquisition of North Country is not a business combination and accordingly it has been accounted for as an asset acquisition.

iii.

Financial instruments

Financial assets and liabilities are classified upon initial recognition to various categories. The classification determines the method by which the financial instruments are measured on the statement of financial position subsequent to initial recognition and how changes in value are recorded. The classification may require the Company to make certain judgments, taking into account management’s intention of the use of the financial instruments.

iv.

Reclamation obligations

Management assesses its reclamation obligations annually and when circumstances suggest that a material change to the obligations have occurred. Significant estimates and assumptions are made in determining the provision for rehabilitation and site restoration, as there are numerous factors that will affect the ultimate liability payable. These factors include estimates of the extent, the timing and the cost of reclamation activities, regulatory change, cost increases, and changes in discount rates. Those uncertainties may result in actual expenditure differing from the amounts currently provided. The provision at the reporting date represents management’s best estimate of the present value of the future reclamation costs required. Changes to estimated future costs are recognized in the statement of financial position by adjusting the reclamation asset and liability.

Economic recoverability and probability of future economic benefits of mineral property interests

Management has determined that exploration and evaluation of mineral properties and related costs incurred, which have been recognized on the consolidated statements of financial position, are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit including geological data, history of conversion of mineral deposits to proven and probable reserves, scoping and feasibility studies, accessible facilities, existing permits and life of mine plans.

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

2.	Basis of presentation (continued)

(b)

Critical accounting judgments and estimates (continued)

vi.

Indications of Impairment of assets

Impairment testing is done at the cash generating unit level and judgment is involved in assessing whether there is any indication that an asset or cash generating unit may be impaired. This assessment is made based on an analysis of, amongst other factors, changes in the market or business environment, events that have transpired that have impacted the asset or cash generating unit, and information from internal reporting.

Key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are:

Provisions

Provisions recognized in the financial statements involve judgments on the occurrence of future events, which could result in a material outlay for the Company. In determining whether an outlay will be material, the Company considers the expected future cash flows based on facts, historical experience and probabilities associated with such future events. Uncertainties exist with respect to estimates made by management and as a result, the actual expenditure may differ from amounts currently reported.

ii.

Share-based compensation

The Company determines the fair value of stock options granted using the Black-Scholes option pricing model. This option pricing model requires the development of highly subjective inputs, including the risk-free interest rate, expected price volatility and expected life of the option. Changes in these inputs and the underlying assumption used to develop them can materially affect the fair value estimate.

iii.

Income taxes

The provision for income taxes and composition of income tax assets and liabilities require management’s judgment. The application of income tax legislation also requires judgment in order to interpret legislation and to apply those findings to the Company’s transactions.

iv.

Deferred tax assets and liabilities

Management judgment and estimates are required in assessing whether deferred tax assets and deferred tax liabilities are recognized in the consolidated statements of financial position. Judgments are made as to whether future taxable profits will be available in order to recognize deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. These depend on estimates of future production and sales volumes, commodity prices, reserves, operating costs, and other capital management transactions. These judgments and assumptions are subject to risk and uncertainty and changes in circumstances may alter expectations, which may impact the amount of deferred tax assets and deferred tax liabilities recognized on the consolidated statements of financial position and the benefit of other tax losses and temporary differences not yet recognized.

Valuation of financial instruments

Financial instrument estimates are based on either unadjusted quoted prices in active markets or direct or indirect observable inputs in accordance with the definitions of the financial instruments.

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

2.	Basis of presentation (continued)

(c)

Going concern

These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations. The ability of the Company to meet its commitments as they become due, including completion of the acquisition of an interest in and exploration and development of its mineral properties, is dependent upon the existence of economically recoverable reserves, the Company’s ability to obtain the necessary financing to complete exploration and development and upon future profitable production or proceeds from disposition of these properties. The outcome of these matters cannot be predicted at this time. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. Such adjustments could be material.

3.	Significant Accounting policies

(a)

Foreign currency translation

(b)

Cash and cash equivalents

(c)

Investments

Investments in shares of companies over which the Company exercises neither control, joint control nor significant influence are designated as available-for-sale and initially recorded at fair value. Fair values are determined by reference to quoted market prices at the reporting date. Unrealized gains and losses on available-for-sale investments are recognized as a component of other comprehensive income (“OCI”). When available-for-sale investments are sold, the cumulative fair value adjustments previously recorded in OCI are reclassified to profit or loss as a gain or loss on investments. When available-for-sale investments are derecognized or determined to be impaired, the cumulative gain or loss previously recognized in OCI is also reclassified to profit or loss.

(d)

Equipment

Equipment is stated at cost less accumulated amortization and impairment losses. Amortization is calculated using the straight-line method over the estimated useful lives as follows:

	Camp and field equipment	10 years
	Machinery and heavy equipment	10 years

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

3.	Significant Accounting policies (continued)

(e)

Mineral property interests

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing historical characteristic of many properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge title to all of its properties is in good standing.

The Company accounts for mineral property interests in accordance with IFRS 6 – Exploration for and evaluation of mineral properties (“IFRS 6”). Once the legal right to explore a property has been acquired, costs directly related to exploration and evaluation are recognized and capitalized, in addition to the acquisition costs. These expenditures include but are not limited to acquiring licenses, researching and analyzing existing exploration data, conducting geological studies, exploration drilling and sampling, payments made to contractors and consultants in connection with the exploration and evaluation of the property. Costs not directly attributable to exploration and evaluation activities, including general administrative overhead costs, are expensed in the year in which they occur.

When a project is deemed to no longer have commercially viable prospects to the Company, exploration and evaluation expenditures in respect of that project are deemed to be impaired. As a result, those exploration and evaluation expenditure costs, in excess of the estimated recoverable amount, are written off to the consolidated statement of loss and comprehensive loss.

The Company assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and value in use.

Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered to be a mine under development. Exploration and evaluation assets are also tested for impairment before the assets are transferred to development properties.

As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to capitalized exploration costs.

(f)

Provisions

Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made

(g)

Provision for site reclamation and closure

An obligation to incur rehabilitation and site restoration costs arises when environmental disturbance is caused by the exploration, development or on-going production of a mineral property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project, as soon as the obligation to incur such costs arises. These costs are charged to the statement of comprehensive loss (income) over the life of the operation through amortization and the unwinding of the discount in the provision. Costs for restoration of subsequent site damage, which is created on an on-going basis during production, are provided for at their estimated net present values and charged against earnings as extraction progresses.

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

3.	Significant Accounting policies (continued)

(h)

Impairment of assets

At each reporting date, the Company reviews the carrying amounts of its assets to determine whether there are any indicators of impairment. If any such indicator exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any.

Where the asset does not generate cash inflows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit (“CGU”) to which the asset belongs. Any intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired. An asset’s recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the carrying amount is reduced to the recoverable amount and an impairment loss is recognized immediately in the statement of of earnings (loos). Where an impairment subsequently reverses, the carrying amount is increased to the revised estimate of recoverable amount but only to the extent that this does not exceed the carrying value that would have been determined if no impairment had previously been recognized. A reversal of impairment is recognized in the statement of earnings (loss).

(i)

Loss per share

Basic loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. The diluted loss per share is calculated by dividing the net loss available to common shareholders by the weighted average number of shares outstanding on a diluted basis. The weighted average number of shares outstanding on a diluted basis takes into account the additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting period.

(j)

Share-based compensation

From time to time, the Company grants stock options to employees and non-employees. An individual is classified as an employee, versus a non-employee, when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.

The fair value of stock options, measured using the Black-Scholes option pricing model at the date of grant, is charged to the consolidated statement of loss and comprehensive loss over the vesting period. Performance vesting conditions and forfeitures are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest.

Where the terms and conditions of options are modified before they vest, any increase in the fair value of the options, measured immediately before and after the modification, is also charged to the consolidated statement of loss and comprehensive loss over the remaining vesting period.

Equity instruments granted to non-employees are recorded in the consolidated statement of loss and comprehensive loss at the fair value of the goods or services received, unless they are related to the issuance of shares. Amounts related to the issuance of shares are recorded as a reduction of share capital.

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

3.	Significant Accounting policies (continued)

(j)

Share-based compensation (continued)

When the value of goods or services received in exchange for a share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model. The expected life used in the model is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioral considerations.

All equity-settled share-based payments are recorded in equity reserves until exercised. Upon exercise, shares are issued from treasury and the amount previously recorded in equity reserves is reclassified to share capital along with any consideration paid.

Where a grant of options is cancelled or settled during the vesting period, excluding forfeitures when vesting conditions are not satisfied, the Company immediately accounts for the cancellation as an acceleration of vesting and recognizes the amount that otherwise would have been recognized for services received over the remainder of the vesting period. Any payment made to the employee on the cancellation is accounted for as the repurchase of an equity interest except to the extent the payment exceeds the fair value of the equity instrument granted, measured at the repurchase date. Any such excess is recognized as an expense.

(k)

Income taxes

Income tax reported in the consolidated statement of loss and comprehensive loss for the period presented comprises current and deferred income tax. Income tax is recognized in the consolidated statement of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current income tax for each taxable entity in the Company is based on the local taxable income at the local statutory tax rate enacted or substantively enacted at the reporting date, and includes any adjustments to tax payable or recoverable with regards to previous periods.

Deferred income tax is determined using the asset and liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred income tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using the expected future tax rates enacted or substantively enacted at the reporting date.

A deferred income tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred income tax assets and liabilities are offset only when there is a legally enforceable right to set off current tax assets against current tax liabilities, when they relate to income taxes levied by the same taxation authority and the Company intends to settle its tax assets and liabilities on a net basis.

The Company recognizes financial assets and liabilities on its consolidated statement of financial position when it becomes a party to the contract creating the asset or liability. All financial instruments are measured at fair value on initial recognition. Subsequent to initial recognition, financial instruments are classified and measured as follows:

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

3.	Significant Accounting policies (continued)

(l)

Financial instruments

On initial recognition, all financial assets and financial liabilities are recorded at fair value, net of attributable transaction costs, except for financial assets and liabilities classified as at fair value through profit or loss ("FVTPL"). The directly attributable transaction costs of financial assets and liabilities classified as at FVTPL are expensed in the period in which they are incurred.

Subsequent measurement of financial assets and liabilities depends on the classifications of such assets and liabilities and are described as follows:

Classification	Measurement after initial recognition	Recognition of gains or losses related to fair value changes
Classification	Measurement after initial recognition
Loans and receivables	Amortized cost (using the effective interest method)	On de-recognition, impairment and write- downs
Held-to-maturity	Amortized cost (using the effective interest method)	On de-recognition, impairment and write- downs
Available-for-sale	Fair value	Recognized in other comprehensive income and reclassified to net loss on de- recognition and impairment
Fair value through profit and loss	Fair value	Recognized in net loss

Financial liabilities are initially recorded at fair value and designated upon inception as FVTPL or other financial liabilities. Financial liabilities classified as other financial liabilities are initially recognized at fair value less directly attributable transaction costs. After initial recognition, other financial liabilities are subsequently measured at amortized cost using the effective interest rate method. Financial liabilities classified as FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as FVTPL. Derivatives, including separated embedded derivatives, are also classified as FVTPL unless they are designated as effective hedging instruments. Transaction costs on financial liabilities classified as FVTPL are expensed as incurred. Fair value changes on financial liabilities classified as FVTPL are recognized through the Statement of Profit of Loss.

(m)

Comprehensive loss

Other comprehensive loss is the change in net assets arising from transactions and other events and circumstances from non-owner sources. Comprehensive loss comprises net loss and other comprehensive loss. Financial assets that are classified as available-for-sale will have unrealized gains and losses included in other comprehensive loss until the asset is sold, permanently impaired, or derecognized. Foreign currency translation differences for foreign subsidiaries are also included in other comprehensive loss.

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

3.	Significant Accounting policies (continued)

(n)

Changes in accounting policies

The Company has not applied the following revised or new IFRS that have been issued but were not yet effective at the reporting date.

Revenue Recognition

In May 2014, the IASB issued IFRS 15 – Revenue from Contracts with Customers ("IFRS 15") which supersedes IAS 11 – Construction Contracts, IAS 18 – Revenue, IFRIC 13 – Customer Loyalty Programmes, IFRIC 15 – Agreements for the Construction of Real Estate, IFRIC 18 – Transfers of Assets from Customers, and SIC 31 – Revenue – Barter Transactions Involving Advertising Services. IFRS 15 establishes a single five step model framework for determining the nature, amount, timing and uncertainty of revenue and cash flows arising from a contract with a customer. The standard is currently mandatory for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

Financial instruments

In July 2014, the IASB issued the final version of IFRS 9 – Financial Instruments ("IFRS 9") to replace IAS 39 – Financial Instruments: Recognition and Measurement. IFRS 9 provides a revised model for recognition and measurement of financial instruments and a single, forward looking “expected loss” impairment model. IFRS 9 also includes a substantially reformed approach to hedge accounting. The standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

Leases

In January 2016, the IASB published a new accounting standard, IFRS 16 – Leases ("IFRS 16") which supersedes IAS 17 – Leases. IFRS 16 specifies how to recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, unless the lease term is 12 months or less or the underlying asset has a low value. The standard is effective for annual periods beginning on or after January 1, 2019, with early adoption permitted if IFRS 15, has also been applied. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

4.	Acquisition of North Country

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 of its 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. The completion of the acquisition resulted in Auryn owning 100% of the project.

Pursuant to the Arrangement, each outstanding share of North Country was exchanged for 0.1 of a common share of Auryn. In total, the Company issued 13,838,894 common shares, with a fair value of $1.22 per common share, and 840,000 replacement stock options, with a weighted average fair value of $0.16 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.

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

4.	Acquisition of North Country (continued)

The allocation of purchase price, based on management’s estimate of the relative fair values 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 (note 6)		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 (including restricted cash of $100,000)	$	138,249
Amounts receivable and prepaid expenses		666,299
Equipment		1,858,001
Mineral properties		17,999,192
Accounts payable and accrued liabilities		(1,189,492	)
Asset retirement obligation		(1,093,874	)
	$	18,378,375

	Risk-free interest rate		0.43%
	Expected dividend yield		nil
	Stock price volatility		104%
	Expected life (in years)		0.54

5.	Cash and Cash Equivalents

		December 31, 2015		June 30, 2015
Components of cash and cash equivalents:
Cash	$	3,601,317	$	2,801,448
Restricted Cash		100,000		-
Term deposits		-		1,440,000
	$	3,701,317	$	4,241,448

Restricted Cash

As at December 31, 2015, the Company has restricted cash in the amount of $100,000 (June 30, 2015 - $nil), in connection to a $75,000 irrevocable standby letter of credit in favor of Kitikmeot Inuit Association and an amount of $25,000 related to a collateral deposit on corporate credit cards.

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

6.	Investments

On March 16, 2015, the Company entered into a Joint Exploration Agreement (the “JEA”) with North Country whereby Auryn could earn a 51% interest in the Committee Bay Project in Nunavut, Canada by incurring $6,000,000 in exploration expenditures. Furthermore, as a condition of the definitive JEA with North Country, the Company entered into a share subscription agreement and purchased 10,000,000 common shares of North Country at a price of $0.05 for a total cost of $500,000. The investment was classified as an available-for-sale financial asset and was recorded at fair value. Fair value is determined based on a market approach reflecting the closing price of the asset as at the reporting date. The closing price is a quoted market price obtained from the exchange that is the principal active market for the asset.

The changes in the Company’s investment is as follows:

		June 30, 2015		Additions			Change in fair			December 31,
				(dispositions)			value			2015

Marketable securities	$	1,300,000	$	(1,200,000	)	$	(100,000	)	$	-

		June 30, 2014		Additions		Change in fair		June 30, 2015
				(dispositions)		value

Marketable securities	$	-	$	700,000	$	600,000	$	1,300,000

During the six month ended December 31, 2015, the Company recorded in other comprehensive income an unrealized loss as a result of a decrease in the fair value of the investment for ($87,000), net of deferred income tax of ($13,000) (June 30, 2015 – $522,000, net of deferred income tax of $78,000). On acquisition of North Country, the Company realized its investment and reclassified to net loss the accumulated unrealized gain of $435,000 (June 30, 2015 – $nil). During the year ended June 30, 2015, on initial recognition, a difference rose between the cost of the investment and its fair value and as a result, the Company recorded a gain on the initial recognition of the investment in the amount of $200,000, which was recognized in the statement of profit or loss.

7.	Mineral property interests

(a)

Committee Bay

Portions of the Committee Bay project are subject to Net Smelter Royalties (“NSR”) ranging from one percent to one and a half percent. NSR is payable on only 7,596 hectares and is repurchasable at the Company’s election within two years of commencement of commercial production for $2,000,000 for each one-third (0.5%) of the NSR.

(b)

Peruvian Exploration Projects

During the six months ended December 31, 2015, the Company staked approximately 66,000 hectares in Peru and is currently in advanced negotiations with certain Peruvian parties to option target licenses within this greater land position.

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

7.	Mineral property interests (continued)

(c)

The Company capitalized the following costs as mineral property interests:

		Committee Bay		Peru		Total
Balance as at June 30, 2015	$	2,067,163	$	-	$	2,067,163
Acquisition costs
Additions:
Acquisition of North Country (note 4)		17,999,192		-		17,999,192
Other acquisition costs		291		406,145		406,436
Exploration and evaluation costs
Additions:
Assaying		242,543		-		242,543
Exploration drilling		428,895		-		428,895
Camp cost, equipment and field supplies ¹		785,964		-		785,964
Geological consulting services		293,112		257,177		550,289
Geophysical analysis		215,126		-		215,126
Permitting, environmental and community costs		212,244		-		212,244
Expediting and mobilization		34,779		-		34,779
Salaries and wages		360,169		40,154		400,323
Fuel and consumables		477,852		-		477,852
Aircraft and travel		1,089,458		45,616		1,135,074
Share-based compensation (note 11(a))		147,479		-		147,479
Balance as at December 31, 2015	$	24,354,267	$	749,092	$	25,103,359

		Committee Bay
Balance as at June 30, 2014	$	-
Acquisition costs
Additions:
Acquisition costs		65,336
Exploration and evaluation costs
Additions:
Assaying		7,535
Camp cost, equipment and field supplies ¹		370,363
Geological consulting services		148,471
Geophysical analysis		74,904
Permitting, environmental and community costs		61,560
Expediting and mobilization		81,900
Salaries and wages		378,182
Fuel and consumables		358,770
Aircraft and travel		512,061
Share-based compensation (note 11(a))		8,081
Balance as at June 30, 2015	$	2,067,163

¹ Included in camp cost, equipment and field supplies is an amount of $442,017 (June 30, 2015 – $294,678) charged by North Country prior to the acquisition for the use of infrastructure during the Joint Exploration Agreement.

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

8.	Equipment

		Camp and field		Machinery and
		equipment		equipment		Total
Cost
Balance, June 30, 2015 and 2014	$	-	$	-	$	-
Additions		1,110,521		747,480		1,858,001
Balance, December 31, 2015	$	1,110,521	$	747,480	$	1,858,001

Accumulated Depreciation
Balance, June 30, 2015 and 2014	$	-	$	-	$	-
Depreciation		27,763		18,687		46,450
Balance, December 31, 2015	$	27,763	$	18,687	$	46,450

Net book value
June 30, 2015	$	-	$	-	$	-
December 31, 2015	$	1,082,758	$	728,793	$	1,811,551

During the six months ended December 31, 2015, the Company acquired equipment with a cost of $1,858,001 in connection with the acquisition of North Country (note 4).

9.	Provision for site reclamation and closure

	•	Undiscounted cash flow for site reclamation of $1,576,532
	•	Expected timing of future cash flows is based on mining leases expiration, which is between 2026 and 2033
	•	Annual inflation rate 2%
	•	Risk-free interest rate 2.27%

The discounted liability for the decommissioning and restoration provision is as follows:

		December 31, 2015		June 30, 2015
Balance, beginning of period	$	-	$	-
Provision incurred (note 4)		1,093,874		-
Accretion expense		6,219		-
Balance, end of period	$	1,100,093	$	-

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

10.

Share capital

(a)

Authorized

Unlimited common shares without par value

(b)

Issued during periods

	i.	On September 16, 2015, the Company completed a non-brokered private placement for gross proceeds of $5,802,000 by issuing 4,835,000 Units of the Company at a price of $1.20 per Unit. Each Unit consists of one common share and one common share purchase warrant. 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 (“Unit Warrants”).

		Related to this share issuance, an amount of $2,681,454 was allocated as the fair value of the Unit’s warrants estimated using the Black-Scholes option valuation model (note 11(b)). The Company also incurred costs of issuance in the amount of $163,820, which included cash commissions of $119,520 and other legal and regulatory costs of $44,300.

	ii.	On December 11, 2014, the Company completed a non-brokered private placement for gross proceeds of $7,313,300 by issuing 11,251,230 common shares of the Company at a price of $0.65 per common share. Related to this share issuance, the Company incurred costs in the amount of $134,874, which included cash commission of $96,425 and other legal and regulatory costs of $38,449.

11.

Equity reserves

(a)

Share-based payments

The continuity of the number of stock options issued and outstanding is as follows:

	Number of stock			Weighted average
	options			exercise price
Outstanding, June 30, 2014	1,580,000		$	0.51
Exercised	(23,750	)		0.51
Forfeited	(5,000	)		0.51
Outstanding, June 30, 2015	1,551,250		$	0.51
Granted	2,120,000			2.19
Exercised	(1,250	)		0.51
Expired	(730,000	)		3.88
Outstanding, December 31, 2015	2,940,000		$	0.89

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

11.

Equity reserves (continued)

(a)

Share-based payments (continued)

As at December 31, 2015, the number of stock options outstanding and exercisable was:

			Outstanding			Exercisable
Expiry date	Number of	Exercise	Remaining	Number of	Exercise	Remaining
	options	price	contractual	options	price	contractual
			life (years)			life (years)
Feb 17, 2019	1,550,000	$ 0.51	3.13	1,550,000	$ 0.51	3.13
Aug 17, 2020	1,280,000	1.30	4.63	480,000	1.30	4.63
Feb 3, 2019	90,000	1.50	3.10	90,000	1.50	3.10
Mar 20, 2020	20,000	0.70	4.24	20,000	0.70	4.24
	2,940,000			2,140,000

The Company uses the fair value method of accounting for all share-based payments to directors, officers, employees and others providing similar services. During the six months ended December 31, 2015, an amount of $611,219 (June 30, 2015 – $235,806) was expensed as stock based compensation and $273 (June 30, 2015 – $30,062) was included in as project investigation costs, both in the consolidated statements of comprehensive loss. The Company also capitalized stock based compensation as mineral property interest in the amount of $147,479 (June 30, 2015 – $8,081).

Excluding the 840,000 replacement options granted to former option holders of North Country (note 4), the weighted average fair value of stock options granted per option during the six months ended December 31, 2015 was $0.91 (June 30, 2015 – $nil). The fair value was calculated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions and inputs:

	December 31, 2015	June 30, 2015
Risk-free interest rate	0.60%	-
Expected dividend yield	nil	-
Expected share price volatility	105.18%	-
Expected life in years	3.23 years	-
Forfeiture rate	- %	-

(b)

Share purchase warrants

The continuity of the number of share purchase warrants is as follows:

	Warrants outstanding		Exercise price
Outstanding, June 30, 2015 and 2014	-	$	-
Granted (note 10(b))	4,835,000		1.70
Outstanding, December 31, 2015	4,835,000	$	1.70

During the year ended June 30, 2015, there were no purchase warrants outstanding, granted, cancelled or exercised.

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

11.

Equity reserves (continued)

(b)

Share purchase warrants (continued)

As at December 31, 2015, the expiration date on the share purchase warrants outstanding is as follows:

	Number of warrants		Exercise price			Expiry date
	4,835,000	$	1.70			September 16, 2017

The fair value of each share purchase warrants granted during the six months ended December 31, 2015 was $0.55 (June 30, 2015 – $nil). The fair value was estimated as at the date of grant using the Black-Scholes option pricing model with the following assumptions and inputs:

	September 16, 2015	June 30, 2015
Risk-free interest rate	0.53%	-
Expected share price volatility	104.56%	-
Expected dividend yield	nil	-
Expected life in years	2 years	-

The expected volatility assumption is based on the historical and implied volatility of the Company’s common share price on the TSX Venture Exchange. The risk-free interest rate assumption is based on the Government of Canada benchmark bond yields with a remaining term equal to the warrants’ expected life.

12.

Related party balances and transactions

(a)

Related parties

		Six months ended		Twelve months ended
		December 31, 2015		June 30, 2015
Universal Mineral Services Ltd. ¹
Included in the statement of operations:
Consulting fees, directors' fees, wages and benefits	$	226,345	$	318,769
Legal and professional fees		849		136
Office, rent and administration		221,777		293,898
Regulatory, transfer agent and shareholder information		-		6,663
Travel, marketing and investor relations		133,597		93,939
Project investigation costs		23,571		211,276
Capitalized to mineral property interests:
Committee Bay		69,990		75,544
Peru		40,154		-
Total transaction for the periods	$	716,283	$	1,000,225

Universal Mineral Services Ltd., (“UMS”) is a private company with directors and officers in common that, pursuant to an agreement dated December 30, 2015, provides geological, corporate development, administrative and management services to the Company on a cost recovery basis. The outstanding balance owing at December 31, 2015 was $119,781 (June 30, 2015 – $145,633).

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

12.

Related party balances and transactions (continued)

(b)

Compensation of key management personnel

During the period, compensation to key management personnel was as follows:

		Six months ended		Twelve months ended
		December 31, 2015		June 30, 2015
Short-term benefits	$	408,007	$	443,542
Share-based payments		406,028		76,290
	$	814,035	$	519,832

13.

Income taxes

(a)

Tax losses

The Company has accumulated non-capital losses of approximately $20,221,140 (June 30, 2015 – $3,472,696) in Canada, which may be carried forward to reduce taxable income of future years. The non-capital losses will, if unused, expire in:

Year of expiry		Total
2026	$	72,355
2027		7,719
2028		944,530
2029		959,569
2030		85,429
2031		752,863
2032		2,320,376
2033		2,256,050
2034		2,023,138
2035		10,799,111
	$	20,221,140

The Company has also accumulated capital losses $13,150,272 (June 30, 2015 – $661,070) in Canada which may be carried forward indefinitely and used to reduce capital gains in future years.

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

13.

Income taxes (continued)

(b)

Income tax recovery provision

The reconciliation of the income tax provision computed at statutory rates to the reported income tax provision is:

		December 31, 2015			June 30, 2015
Loss before income taxes	$	(1,846,107	)	$	(1,922,603	)
Canadian federal and provincial income tax rates		26%			26%
Expected income tax recovery		(479,988	)		(499,877	)
Increase (decrease) in income tax recovery resulting from:
Share-based compensation		158,917			69,126
Share issuance costs		(42,594	)		(35,067	)
Unrecognized changes in fair value of Investment in North Country		(160,550	)		(26,000	)
Non-deductible expenditures		1,935			108,550
Adjustment to tax estimates		54,303			192,905
Other		157			9,673

Increase in unrecognized tax asset		480,820			102,690
Income tax recovery	$	13,000		$	(78,000	)

(c)

Significant components of the deferred tax assets and liabilities are:

														Acquisition
		June 30,												of North			December
		2015			Net loss			Equity			OCI			Coun try			31, 2015
Deferred Income tax assets
Non-capital losses carried forward	$	902,901		$	584,501		$	-		$	-		$	3,770,450		$	5,257,852
Capital losses carried forward		86,111			(43,141	)		-			-			2,056,386			2,099,356

Share issuance costs & CEC		33,868			-			1,777			-			59,548			95,193
ARO		-			1,617			-			-			284,407			286,024
Property, Plant & Equipment		-			12,077			-			-			-			12,077
		1,022,880			555,054			1,777			-			6,170,791			7,750,502
Deferred income tax liabilities
Mineral property interests		244,674			(180,011	)		-			-			(997,854	)		(933,191	)
Investments		(104,000	)		-			-			104,000			-			-

Net deferred tax assets		1,163,554			375,043			1,777			104,000			5,172,937			6,817,312

Unrecognized deferred tax assets		(1,163,554	)		(375,043	)		(1,777	)		(104,000	)		(5,172,937	)		(6,817,312	)

Net deferred tax balance	$	-		$	-		$	-		$	-		$	-		$	-

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

14.

Management of capital

		December 31, 2015		June 30, 2015
Equity	$	29,417,236	$	8,384,563
Less cash and cash equivalents		3,701,317		4,241,448
	$	25,715,919	$	4,143,115

In order to maximize ongoing development efforts, the Company does not pay out dividends, does not have any long-term debt and is not subject to any externally imposed capital requirements.

15.

Financial instruments

The Company’s financial instruments are exposed to credit risk, liquidity risk, and market risks, which include currency risk and interest rate risk.

(a)

Credit risk

(b)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure.

Trade and other payables are due within twelve months of the statement of financial position date.

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

15.

Financial instruments (continued)

(c)

Other price risk

Other price risk is the risk arising from the effect of changes in market conditions on the Company’s investments. The Company was exposed to other price risk through its available-for-sale investment in North Country, which was listed on the Toronto Stock Exchange Venture Exchange (the “TSX Venture Exchange”). Due to the acquisition of North Country (note 4) the Company effectible realized its investment and is no longer affected by this type of risk.

(d)

Market risk

(i)

Foreign currency risk

The Company is exposed to currency risk by having balances and transactions in currencies that are different from its functional currency (the Canadian dollar). As at December 31, 2015, the Company held net financial liabilities denominated in US dollars in the amount of US$109,071 (June 30, 2015 – US$29,205).

A 10% increase or decrease in the US dollar exchange rate would result in a corresponding increase or decrease in the Company’s net loss of approximately $15,095 (June 30, 2015 – $4,700).

(ii)

Interest rate risk

(d)

The Company classifies its financial assets and liabilities as follows

	Investments	Available-for-sale
	Amounts receivable	Loans and receivables
	Accounts payable and accrued liabilities	Other liabilities

The carrying value of amounts receivables, accounts payable and accrued liabilities approximate their fair values due the short-term nature of these instruments. Investments that are classified as available-for-sale are recorded at fair value based on quoted market prices at the reporting date.

All financial instruments measured at fair value are categorized into one of three hierarchy levels, described below, for disclosure purposes. Each level is based on the transparency of the inputs used to measure the fair values of assets and liabilities:

Level 1 – fair values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

Level 2 – fair values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability; and

Level 3 – fair values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

As at December 31, 2015, the Company has no financial assets or liabilities that are measured at fair value.

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

16.

Segmented information

The Company operates in one reportable operating segment, being the acquisition, exploration and development of mineral resource properties.

Geographic segmentation of non-current assets is as follows:

December 31, 2015		Canada		Peru		Total

Equipment, net	$	1,811,551	$	-	$	1,811,551
Mineral property interests		24,354,267		749,092		25,103,359
	$	26,165,818	$	749,092	$	26,914,910

All of the non-current assets as at June 30, 2015 were located in Canada.

During the six months ended December 31, 2015 and year ended June 30, 2015, the Company did not have revenues and the net loss and comprehensive loss was incurred in Canada.

17.

Supplemental cash flow information

		Six months December			Twelve months
		31, 2015			June 30, 2015
Accounts payable and accrued liabilities included in mineral property interests, change	$	(596,341	)	$	124,117
Share-based compensation included in mineral property interests		147,479			8,081
Deferred acquisition costs capitalized in mineral property interest		174,872			-
Depreciation capitalized in mineral property interests		46,450

18.

Loss per share

Basic loss per share amounts are calculated by dividing the net loss for the period by the weighted average number of ordinary shares outstanding during the period.

		Six months		Twelve months
		December 31, 2015		June 30, 2015
Loss attributable to ordinary shareholders	$	1,860,107	$	1,922,603
Weighted average number of common shares		40,289,959		25,101,403
Basic and diluted loss per share	$	0.05	$	0.08

As at December 31, 2015, the Company had 2,940,000 share options and 4,835,000 share purchase warrants outstanding, all of which were anti-dilutive because the Company was in a loss position for the six months ended December 31, 2015.

At June 30, 2015, the Company had 1,551,250 share options, all of which were anti-dilutive because the Company was in a loss position for the year ended June 30, 2015.

Auryn Resources Inc.

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

Six Months ended December 31, 2015 and Twelve Months ended June 30, 2015

19.

Subsequent events

	a)	April 11, 2016, the Company announced a bought deal financing for gross proceeds of $12,995,480 (the “Offering”). Under the terms of the Offering, a syndicate of underwriters led by Beacon Securities Limited (the “Underwriters”) has agreed to purchase, on a bought deal basis pursuant to the filing of a short form prospectus, an aggregate of 4,115,391 Flow-Through Shares at a price of $1.89 per Flow-Through Share and 3,726,708 Common Shares at a price of $1.40 per Common Share.

		In addition, the Company has granted to the Underwriters an over-allotment option (the "Over-Allotment Option") exercisable, in whole or in part, in the sole discretion of the Underwriters to purchase, in respect of the Offered Shares, up to an additional 617,309 Flow-Through Shares and/or 559,006 Common Shares, in any combination of Common Shares and Flow-Through Shares, at a price of $1.89 per Flow-Through Share and $1.40 per Common Share, for a period of up to 30 days after the closing of the Offering for additional aggregate proceeds to the Company of $1,949,322. In the event that the Over-Allotment Option is exercised in full, the aggregate gross proceeds of the Offering to the Company will be $14,944,803.

		The closing of the Offering is expected on or before May 3 ^rd , 2016.

	b)	Subsequent to December 31, 2015, a total of 296,250 stock options were exercised with a weighted average exercise price of $0.59 for gross proceeds of $175,625. Also 40,000 stock options with an exercise price of $1.50 expired unexercised.

Form 52-109FV1
Certification of Annual Filings
Venture Issuer Basic Certificate

I, Shawn Wallace , Chief Executive Officer of Auryn Resources Inc. , certify the following:

1.	*Review:* I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Auryn Resources Inc. (the “issuer”) for the financial year ended December 31, 2015 .

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Date: April 28, 2016

(signed) Shawn Wallace

Shawn Wallace

Chief Executive Officer and President

NOTE TO READER

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

Form 52-109FV1
Certification of Annual Filings
Venture Issuer Basic Certificate

I, Peter Rees , Chief Financial Officer of Auryn Resources Inc. , certify the following:

1.	*Review:* I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Auryn Resources Inc. (the “issuer”) for the financial year ended December 31, 2015 .

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

Date: April 28, 2016

(signed) Peter Rees

Peter Rees

Chief Financial Officer

NOTE TO READER

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

A URYN RESOURCES INC .

ANNUAL INFORMATION FORM

FOR THE FINANCIAL YEAR ENDED JUNE 30, 2015

DATED AS OF APRIL 14, 2016

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 LAND POSITION	10
BUSINESS DESCRIPTION		10
	GENERAL	10
	RISK FACTORS	11
COMMITTEE BAY PROJECT		18
	TECHNICAL REPORT	19
	PROJECT DESCRIPTION, LOCATION, CLIMATE AND ACCESS	19
	HISTORY	22
	GEOLOGICAL SETTING, MINERALIZATION AND DEPOSIT TYPES	23
	EXPLORATION	24
	DRILLING	27
	QUALITY ASSURANCE/QUALITY CONTROL	29
	SAMPLE PREPARATION, ANALYSIS AND DATA VERIFICATION	30
	MINERAL PROCESSING AND METALLURGICAL TESTING	30
	MINERAL RESOURCE AND MINERAL RESERVE ESTIMATE	32
	EXPLORATION AND PRODUCTION	33
DESCRIPTION OF CAPITAL STRUCTURE		36
	COMMON SHARES	36
	PREFERRED SHARES	37
	STOCK OPTIONS	37
	SHARE PURCHASE WARRANTS	37
MARKET FOR SECURITIES		37
	TRADING PRICE AND VOLUME	37
	PRIOR SALES	38
DIRECTORS AND EXECUTIVE OFFICERS		38
	NAME, OCCUPATION AND SECURITY HOLDING	38
	CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS	40
	CONFLICTS OF INTEREST	41
LEGAL PROCEEDINGS AND REGULATORY ACTIONS		41
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS		42
TRANSFER AGENT AND REGISTRAR		42
AUDITOR		42
MATERIAL CONTRACTS		42
INTERESTS OF EXPERTS		42
ADDITIONAL INFORMATION		43

- 3 -

TABLES
TABLE 1-1	Recovery Gold Results	31
TABLE 1-2	Committee Bay Project 2015 Mineral Resources	32
TABLE 1-3	Committee Bay Project 2015 High Grade Subset Mineral Resources	33
TABLE 1-4	Proposed Regional Exploration Program Budget – Phase 1	34
TABLE 1-5	Proposed Regional Exploration Program Budget – Phase 2	35
TABLE 1-6	Three Bluffs Expansion Program Budget	36


FIGURES
FIGURE 1	Regional Exploration Target Areas	20
FIGURE 2	Expiration of Claims and Licenses	21
FIGURE 3	Prospectivity of the Southwest third of the belt overlaid with the till sampling locations and 2015 drill target areas	26

- 4 -

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 April 14, 2016, 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

- 5 -

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

•	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

- 6 -

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.

- 7 -

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 2012. 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 and Alberta. Auryn is listed on the TSXV as a Tier 2 mining issuer, and its shares trade under the symbol AUG.V.

Inter-corporate Relationships

Auryn has the following wholly owned subsidiaries:

Subsidiary	Place of incorporation	Interest
North Country Gold Corp.	Alberta, Canada	100%
CBR Australia Holdings Inc. (inactive)	Alberta, Canada	100%
Committee Bay North Ltd.	Northwest Territories, Canada	100%
Akkese Madencilik Sanayi Ve Ticaret (inactive)	Turkey	100%

Intercompany relationships are described as follows:

- 8 -

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

Private Placements

- 9 -

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 elected to exercise the NC Option, the two parties would then form a customary joint venture to advance the project.

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”.

The North Country acquisition was accounted for as an asset acquisition and transaction costs associated with the acquisition totalling $125,525 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:

- 10 -

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		133,451
Transaction costs associated with the acquisition		125,525
Total purchase price to allocate	$	18,342,517


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		17,963,334
Accounts payable and accrued liabilities		(1,189,492	)
Asset retirement obligation		(1,093,873	)
	$	18,342,517

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

Peru Land Position

BUSINESS DESCRIPTION

General

- 11 -

As at June 30, 2015 the Company had approximately 8 full-time employees at its office in Vancouver, Canada.

Risk Factors

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

- 12 -

Exploration Activities May Not be Successful

Exploration Stage Operations

- 13 -

Calculation of Reserves, Resources and Precious Metal Recoveries

Additional Funding Requirements

Specialized Skill and Knowledge

Competitive Conditions

- 14 -

Environmental Protection

Property Commitments

Political, Economic and Social Risks and Uncertainties

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 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.

Changes in Government Regulation

- 15 -

Properties May be Subject to Defects in Title

Key Personnel

Legal and Litigation Risks

Risks Relating to Statutory and Regulatory Compliance

- 16 -

Insurance Risk

Limited Business History and No History of Earnings

- 17 -

Claims by Investors Outside of Canada

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

Price Volatility of Publicly Traded Securities

- 18 -

Future Sales May Affect the Market Price of the Auryn 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 year ended June 30, 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

Potential Joint Ventures

No History of Earnings

COMMITTEE BAY PROJECT

As at the date of this AIF, the Company’s principal mineral property is the Committee Bay Project, located in Nunavut, Canada.

- 19 -

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.

Project Description, Location, Climate and Access

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;

- 20 -

	•	two office tents;
	•	core logging and cutting facilities;
	•	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 58,702 hectares and 137 mineral claims for a total area of 161,482 hectares (See Figure 1).

Figure 1 - Regional Exploration Target Areas

- 21 -

Figure 2 - Expiration of Claims and Licences

Royalties

Climate

Physiography

- 22 -

History

Geological Survey of Canada

Historic Exploration

- 23 -

Geological Setting, Mineralization and Deposit Types

Regional Geology

Local Geology

Property Geology

- 24 -

Mineralization

Deposit Types

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.

- 25 -

2010 Exploration

2011 Exploration

2012 Exploration

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

2015 Exploration

- 26 -

Figure 3
Prospectivity of the Southwest third of the belt overlaid with the till sampling locations
and 2015 drill target areas

Exploration Potential

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.

- 27 -

Drilling

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

2003 Drilling

2004 Drilling

2005 Drilling

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

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2008 Drilling

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

- 29 -

2011 Drilling

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

2015 Track-mounted RAB Drilling

Quality Assurance/Quality Control

- 30 -

Sample Preparation, Analysis and Data Verification

Mineral Processing and Metallurgical Testing

2003 Testing

	•	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.

- 31 -

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.

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%.

2008 Testing

Table 1-1 – 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

- 32 -

Mineral Resource and Mineral reserve Estimate

Mineral Resources

Table 1-2 – 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

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.

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The following a high grade subset of the above statement Mineral Resource at Three Bluffs generated by RPA using a 3.5 g/t Au cut-off.

Table 1-3 - 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.

Exploration and Production

Regional Exploration Program

- 34 -

Table 1-4

Proposed Regional Exploration Program Budget – Phase 1

		Cost
		Estimate
Type	Details	($)
Labour	Staff Wages, Technical and Support Contractors	246,000
Assaying	Sampling and Analytical	40,000

Technical Studies /	Framework Study	286,000
Consultants	Digital Inversions of IP data & Mag Interpretations	155,000
	Geophysics (IP survey, airiel survey)	209,500
	Till Sampling	148,000

Land Management	Consultants. Assessment Filing, Lease Payments	394,500
	Claim Surveying	209,500

Community Relations	Community Tours, Outreach	22,500
Information Technology	Remote site communications and IT	14,000
Safety	Equipment, Training and Supplies	2,000
Expediting	Expediting (Rankin Inlet, Baker Lake, Churchill)	49,500
Camp Costs	Equipment, Maintenance, Food, Supplies	167,500
Freight and
Transportation	Freight , Travel, Helicopter, Fixed Wing	353,000
Fuel		325,000
General and Administration		22,500

Subtotal		2,644,500
Contingency (10%)		264,450

Total		2,908,950

- 35 -

Table 1-5 Proposed Regional Exploration Program Budget – Phase 2

		Cost
		Estimate
Type	Details	($)
Labour	Staff Wages, Technical and Support Contractors	1,395,000
Drilling	RAB & RC Drilling (40,000 m in 400 holes)	3,373,500
Assaying	Sampling and Analytical	1,126,500
Community Relations	Community Tours, Outreach	52,500
Information Technology	Remote site communications and IT	32,500
Safety	Equipment, Training and Supplies	4,500
Expediting	Expediting (Rankin Inlet, Baker Lake, Churchill)	115,500
Camp Costs	Equipment, Maintenance, Food, Supplies	391,000
Freight and Transportation	Fright, Travel, Helicopter, Fixed Wing	823,500
Fuel		2,070,500
General and Administration		133,500

Subtotal		9,518,500

Contingency (10%)		951,850

Total		10,470,350

Three Bluffs Resource Expansion Program

- 36 -

Table 1-6 - Three Bluffs Expansion Program Budget

Type	Details	Cost Estimate
		($)
Labour	Staff Wages, Technical and Support Contractors	1,710,500
Drilling	Diamond Drilling (20,000 m in 40 holes)	4,544,000
Assaying	Sampling and Analytical	282,500
Technical Studies /	Resource Modelling	90,000
Consultants	Environmental (Consultants and Supplies)	72,000
	Engineering (General Studies)	70,000
Information Technology	Remote site communications and IT	101,500
Safety	Equipment, Training and Supplies	37,500
Expediting	Expediting (Rankin Inlet, Baker Lake, Churchill)	92,500
Camp Costs	Equipment, Maintenance, Food, Supplies	1,081,500
Freight and Transportation	Fright, Travel, Helicopter, Fixed Wing	4,484,500
Fuel		514,000
General and Administration		33,000

Sub-total		13,113,500

Contingency (10%)		1,311,350
Total		14,424,850

DESCRIPTION OF CAPITAL STRUCTURE

Common Shares

As at the date of this AIF, there were 49,104,979 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.

- 37 -

Preferred Shares

Stock Options

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

Number of Options	Exercise Price	Expiry Date
50,000	$1.50	February 3, 2019
1,320,000	$0.51	February 17, 2019
1,253,750	$1.30	August 17, 2020

Share Purchase Warrants

In connect 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 TSXV 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.

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

Number of Warrants	Exercise Price	Expiry Date
4,835,000	$1.70	September 16, 2017

MARKET FOR SECURITIES

Trading Price and Volume

- 38 -

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

	High	Low	Volume
Date	($)	($)	(no. of Common
			Shares)
March 2016	1.68	1.36	2,500,002
February 2016	1.55	1.20	4,164,211
January 2016	1.27	1.01	934,523
December 2015	1.15	0.95	914,205
November 2015	1.15	0.94	518,567
October 2015	1.34	1.02	884,844
September 2015	1.25	1.06	388,468
August 2015	1.40	1.15	386,661
July 2015	1.54	1.16	450,219
June 2015	1.65	1.40	467,455

Prior Sales

In the 12 month period ended June 30, 2015 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
August 17, 2015	1,280,000 Stock Options	$	1.30
September 25, 2015	20,000 Stock Options	$	0.70
September 25, 2015	140,000 Stock Options	$	1.50
September 25, 2015	110,000 Stock Options	$	1.00
September 25, 2015	50,000 Stock Options	$	2.50
September 25, 2015	10,000 Stock Options	$	8.50
September 25, 2015	520,000 Stock Options	$	4.70
September 16, 2015	4,835,000 Common Share Purchase Warrants	$	1.70

DIRECTORS AND EXECUTIVE OFFICERS

Name, Occupation and Security Holding

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

- 39 -

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”); Director of Stratton Resources Inc. (“Stratton”); Past Director of Full Metal Minerals Inc.;	May 7, 2013
IVAN BEBEK ⁽³⁾ Executive Chairman & Director British Columbia, Canada	Executive Chairman & Director of Auryn; Director of Stratton Resources Inc.; Past Chief Executive Officer, Chief Financial Officer, President & Director of Cayden Resources Inc.;	November 2, 2009
STEVE COOK ⁽³⁾ Director British Columbia, Canada	Director of Auryn; Practicing tax partner at law firm of Thorsteinssons LLP; Director of Stratton; Past Director of Cayden, Past Director of Brett Resources Ltd.; Past Director of Skeena Resources Ltd.; Director of SnipGold Corp;	October 28, 2013
GORDON J FRETWELL ⁽³⁾ Director British Columbia, Canada	Director of Auryn; Solicitor of Gordon J. Fretwell Law Corporation; Director of Northern Dynasty; Director of Asanko Gold Inc.; Director of Quartz Mountain Resources; Director of Lignol Energy Corporation; Director of Coro Mining Corp.	October 28, 2013
KEITH MINTY Director Ontario, Canada	Director of Auryn; Director of Callinex Mines Inc.; Director of Hunter Bay Minerals Plc.; Past Director of Asanko Gold Inc.; Past Director of Oremex Silver Inc.	October 28, 2013
DANIEL MCCOY 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 Director Michigan, USA	Adjunct Professor at the University of Michigan; Adjunct Professor at James Cook University in Townsville, Australia; Vice President Geoscience at BHP Billiton Minerals Exploration; Senior Manager Geosciences at Newmont Mining Corp; Exploration Manager South America at Placer Dome Exploration.	August 17, 2015

- 40 -

Name, Position and Province/State and Country of Residence ⁽¹⁾	Principal Occupation During the Past Five Years ⁽¹⁾	Director Since ⁽²⁾
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 Resources Inc.; Past Chief Financial Officer of Cayden Resources; Past Corporate Controller & VP Finance of Asanko Gold Inc.; Past Audit Manager at Deloitte and Touche LLP	N/A
MICHAEL HENRICHSEN Chief Operating Officer British Columbia, Canada	Chief Operating Officer and structural geologist of Auryn; Past structural geologist at Newmont Mining Corp.	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 Antonio Arribas who was added to the Board in August 2015, each of Auryn’s directors was elected by Auryn’s shareholders at an annual general meeting held on April 9, 2015 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.

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 7,974,156 Common Shares, being approximately 16.33% of Auryn’s issued and outstanding Common Shares.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

	(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)

- 41 -

	(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 Lingol Energy Corp., which was placed into receivership in September 2014.

Conflicts of Interest

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

- 42 -

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

TRANSFER AGENT AND REGISTRAR

Auryn’s registrar and transfer agent for its Common Shares is Computershare Investor Services Inc., 510 Burrard Street, 3 ^rd 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

INTERESTS OF EXPERTS

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.

Hay & Watson, Chartered Accountants, of Vancouver, British Columbia, Auryn’s former auditor, has prepared the Auditor’s Report with respect to the consolidated financial statements of Auryn for the financial years ended June 30, 2015 and 2014. Hay & Watson 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.

- 43 -

ADDITIONAL INFORMATION

VOTING RESULTS REPORT

Pursuant to Section 11.3 of National Instrument 51-102

AURYN RESOURCES INC.

(the "Company")

The Company reports that the following matters were voted upon by the Shareholders of the Company at the annual general and special meeting of the Company held on June 1, 2017 (the “Meeting”):

1.	The resolution to set the number of directors of the Company at eight (8) was approved by a simple majority. Shares voted in person and by proxy represented 39,424,599 votes For and 224,118 shares Against .

2.	The following directors were elected, with the following voting results for each nominee:

DIRECTOR	FOR	WITHHELD
Shawn Wallace	32,248,243	30,226
Ivan James Bebek	30,702,745	1,575,724
Gordon J. Fretwell	27,471,342	4,807,127
Steve Cook	30,703,449	1,575,020
Keith Minty	32,248,219	30,250
Daniel T. McCoy	30,706,049	1,572,420
Antonio Arribas	30,692,694	1,585,775
Michael Kosowan	29,015,543	3,262,926

3.	Deloitte LLP, Chartered Professional Accountants, were re-appointed auditor of the Company. Shares voted in person and by proxy represented 39,603,307 votes For and 45,411 votes Withheld .

4.	The Share Option Plan dated for reference April 12, 2017 was approved by simple majority. Shares voted in person and by proxy represented 30,191,592 votes For and 2,086,877 votes Against .

5.	The special resolution to approve alteration of the Articles was approved by a majority of more than two-thirds of the votes cast. Shares voted in person and by proxy represented 27,140,457 votes For and 5,138,012 votes Against .

There were non-votes recorded (but not voted) on each resolution as follows: (1.) 1; (2.) 7,370,249 per director; (3.) Nil ; (each of items 4. and 5.) 7,370,249. Non-votes are discretionary votes given to a broker by a US beneficial holder but such votes are not allowed under Canadian Securities Regulations.

Suite 600 – 1199 West Hastings Street
Vancouver, British Columbia, V6E 3T5
Telephone No.: 778-729-0600 Fax No.: 778-729-0650

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

The annual general and special meeting of shareholders of Auryn Resources Inc. (the “Company”) will be held at Suite 600 - 1199 West Hastings Street, Vancouver, British Columbia, on Thursday, June 1, 2017 at 10 a.m., Vancouver Time, (the “Meeting”) for the following purposes:

1.	To consider the audited financial statements of the Company for its fiscal year ended December 31, 2016 and the report of the auditor thereon (together the “annual financials”);

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

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

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

5.	To consider an ordinary resolution of all shareholders to ratify and approve adoption of a new incentive Share Option Plan of the Company and to authorize its continuation for a three year period from the date of the Meeting, which new incentive Share Option Plan and the three year continuation are described more particularly in the Company’s Information Circular (see “ Particulars of Matters to be Acted Upon ” in the Company’s Information Circular); and

6.	To consider and, if thought advisable, to approve a special resolution to authorize the alteration of the Articles of the Company to include “Advance Notice Provisions” (as defined in the Information Circular) to establish certain requirements for the valid nomination for election as a director of the company of any person who is proposed for nomination other than by the Board of Directors of the Company (see “ Particulars of Matters to be Acted Upon ” in the Company’s Information Circular).

No other matters are contemplated for consideration at the Meeting, however any permitted amendment to or variation of any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof.

The Company has elected to use the notice-and-access provisions under National Instrument 51-102 and National Instrument 54-101 (“ Notice-and-Access Provisions ”) for this Meeting. Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that allow a Company to reduce the volume of materials to be physically mailed to Shareholders by posting the Information Circular and any additional annual meeting materials online. Shareholders will still receive this Notice of Meeting and a form of proxy and may choose to receive a hard copy of the Information Circular. The Company will not use procedures known as ‘stratification’ in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Circular to some shareholders with a notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Information Circular.

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Copies of this Notice of Meeting, the Information Circular, the Proxy and the annual financials (together “Proxy Materials”), are posted on the Company’s website at http://www.aurynresources.com/investors/investor-package/ and are SEDAR filed under the Company’s profile at www.sedar.com. Any Shareholder who wishes to receive a paper copy of the Information Circular, should contact the Company at Suite 600, 1199 West Hastings Street, Vancouver, British Columbia V6E 3T5, or by telephone toll-free: 1-800-863-8655 or by fax: 778-729-0650. A Shareholder may also use the toll-free number noted above to obtain additional information about the Notice-and-Access Provisions.

In order to allow for reasonable time to be allotted for a Shareholder to receive and review a paper copy of the Information Circular and submit their vote prior to 10 a.m. (Pacific Time) on Tuesday, May 30, 2017 (the “ Proxy Deadline ”), any Shareholder wishing to request a paper copy of the Information Circular as described above, should ensure such request is received by May 16, 2017 . Under Notice-and-Access Provisions, Proxy Materials will be available for viewing for up to 1 year from the date of posting and a paper copy of the materials can be requested at any time during this period.

The Information Circular contains details of matters to be considered at the Meeting. Please review the Information Circular before voting.

Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are asked to complete, date and sign the enclosed form of proxy, or another suitable form of proxy, and deliver it, for receipt by the Proxy Deadline, in accordance with the instructions set out in the form of proxy and in the Information Circular.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder.

DATED at Vancouver, British Columbia, April 20, 2017.

BY ORDER OF THE BOARD

“Shawn Wallace”

Shawn Wallace
President and Chief Executive Officer

Suite 600 – 1199 West Hastings Street
Vancouver, British Columbia, V6E 3T5
Telephone No.: 778-729-0600 Fax No.: 778-729-0650

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

1.	To consider the audited financial statements of the Company for its fiscal year ended December 31, 2016 and the report of the auditor thereon (together the “annual financials”);

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

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

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

5.	To consider an ordinary resolution of all shareholders to ratify and approve adoption of a new incentive Share Option Plan of the Company and to authorize its continuation for a three year period from the date of the Meeting, which new incentive Share Option Plan and the three year continuation are described more particularly in the Company’s Information Circular (see “ Particulars of Matters to be Acted Upon ” in the Company’s Information Circular); and

6.	To consider and, if thought advisable, to approve a special resolution to authorize the alteration of the Articles of the Company to include “Advance Notice Provisions” (as defined in the Information Circular) to establish certain requirements for the valid nomination for election as a director of the company of any person who is proposed for nomination other than by the Board of Directors of the Company (see “ Particulars of Matters to be Acted Upon ” in the Company’s Information Circular).

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Copies of this Notice of Meeting, the Information Circular, the Proxy and the annual financials (together “Proxy Materials”), are posted on the Company’s website at http://www.aurynresources.com/investors/investor- package/ and are SEDAR filed under the Company’s profile at www.sedar.com. Any Shareholder who wishes to receive a paper copy of the Information Circular, should contact the Company at Suite 600, 1199 West Hastings Street, Vancouver, British Columbia V6E 3T5, or by telephone toll-free: 1-800-863-8655 or by fax: 778-729-0650. A Shareholder may also use the toll-free number noted above to obtain additional information about the Notice-and-Access Provisions.

The Information Circular contains details of matters to be considered at the Meeting. Please review the Information Circular before voting.

DATED at Vancouver, British Columbia, April 20, 2017.

BY ORDER OF THE BOARD “Shawn Wallace”

Shawn Wallace
President and Chief Executive Officer

Suite 600 – 1199 West Hastings Street
Vancouver, British Columbia, V6E 3T5
Telephone No.: 778-729-0600 Fax No.: 778-729-0650

INFORMATION CIRCULAR
as at April 12, 2017 (unless otherwise indicated)

This Information Circular is furnished in connection with the solicitation of proxies by the management of Auryn Resources Inc. (the “Company”) for use at the annual general and special meeting (the “Meeting”) of its shareholders to be held on June 1, 2017 at the time and place and for the purposes set forth in the accompanying notice of the Meeting.

In this Information Circular, references to the “Company”, “we” and “our” refer to Auryn Resources Inc. “Common Shares” means common shares without par value in the capital of the Company. “Beneficial Shareholders” means shareholders who do not hold Common Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, subject to the use of Notice-and-Access Provisions in relation to delivery of the Information Circular, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the Common Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Notice-and-Access

Notice-and-Access means provisions concerning the delivery of proxy-related materials to Shareholders found in section 9.1.1. of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), in the case of registered Shareholders, and section 2.7.1 of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), in the case of beneficial Shareholders (“ Notice-and- Access Provisions ”), which allow an issuer to deliver an information circular forming part of proxy-related materials to Shareholders via certain specified electronic means provided that the conditions of NI 51-102 and NI 54-101 are met.

Notice-and-Access Provisions allow reporting issuers, other than investment funds, to choose to deliver proxy-related materials to registered holders and beneficial owners of securities by posting such materials on a non-SEDAR website (usually the reporting issuer’s website and sometimes the transfer agent’s website) rather than by delivering such materials by mail. Notice-and-Access Provisions can be used to deliver materials for both general and special meetings. Reporting issuers may still choose to continue to deliver such materials by mail, and beneficial owners will be entitled to request delivery of a paper copy of the information circular at the reporting issuer’s expense.

Use of Notice-and-Access Provisions reduces paper waste and printing and mailing costs incurred by the issuer. In order for the Company to utilize Notice-and-Access Provisions the Company must send a notice to Shareholders, including Non-Registered Holders, indicating that the proxy-related materials have been posted and explaining how a Shareholder can access them or obtain from the Company, a paper copy of those materials. This Information Circular has been posted in full on the Company’s website at http://www.aurynresources.com/investors/investor-package/ and under the Company’s SEDAR profile at www.sedar.com .

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In order to use Notice-and-Access Provisions, a reporting issuer must set the record date for notice of the meeting to be on a date that is at least 40 days prior to the meeting in order to ensure there is sufficient time for the materials to be posted on the applicable website and other materials to be delivered to Shareholders. The requirements of that notice, which requires the Company to provide basic information about the Meeting and the matters to be voted on, explain how a Shareholder can obtain a paper copy of the Information Circular and any related financial statements and related management discussion and analysis, and explain the Notice-and-Access Provisions process, have been built into the Notice of Meeting. The Notice of Meeting has been delivered to Shareholders by the Company, along with the applicable voting document (a form of Proxy in the case of registered Shareholders or a Voting Instruction Form in the case of Non-Registered Holders).

As the Company is a reporting issuer and has previously used the procedures following the Notice-and-Access Provisions for delivery of the annual meeting materials, it was not required to file a notification at least 25 days prior to the Record Date indicating its intent to use the Notice-and Access Provisions.

The Company will not rely upon the use of ‘stratification’. Stratification occurs when a reporting issuer using Notice-and-Access Provisions provides a paper copy of the information circular with the notice to be provided to Shareholders as described above. In relation to the Meeting, all Shareholders will have received the required documentation under the Notice-and-Access Provisions and all documents required to vote in respect of all matters to be voted on at the Meeting. No Shareholder will receive a paper copy of the information circular from the Company or any intermediary unless such Shareholder specifically requests same.

The Company will pay intermediaries, including Broadridge Financial Solutions (“ Broadridge ”), to deliver proxy-related materials to NOBOs and the Company will not pay for delivery of proxy-related materials to OBOs.

Any Shareholder who wishes to receive a paper copy of this Information Circular must make contact with the Company at Suite 600 – 1199 West Hastings Street, Vancouver, British Columbia, Tel: (778) 729-0600 or Fax: (778) 729-0650. In order to ensure that a paper copy of the Information Circular can be delivered to a requesting Shareholder in time for such Shareholder to review the Information Circular and return a proxy or voting instruction form prior to the deadline for receipt of Proxies at 10 a.m. on May 30, 2017 (the “Proxy Deadline”), it is strongly suggested that a Shareholder ensure their request is received by the Company no later than May 12, 2017.

All Shareholders may call 1-800-863-8655 (toll-free) in order to obtain additional information relating to the Notice-and-Access Provisions or to obtain a paper copy of the Information Circular, up to and including the date of the Meeting, including any adjournment of the Meeting.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “Proxy”) are officers and/or directors of the Company. If you are a Shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

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Voting by Proxyholder

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

	(a)	each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors;

	(b)	any amendment to or variation of any matter identified therein; and

	(c)	any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the management appointee acting as a proxyholder will vote in favour of each matter identified on the Proxy and, if applicable, for the nominees of management for directors and auditors as identified in the Proxy.

Registered Shareholders

Registered shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. A registered shareholder may submit a proxy using one of the following methods:

	(a)	complete, date and sign the Proxy and return it to the Company’s transfer agent, Computershare Trust Company of Canada (“Computershare”), by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524, or by mail to 8 ^th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 or by hand delivery at 2 ^nd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9; or

	(b)	use a touch-tone phone to transmit voting choices to the toll free number given in the proxy. Registered shareholders who choose this option must follow the instructions of the voice response system and refer to the enclosed proxy form for the toll free number, the holder’s account number and the proxy access number; or

	(c)	log on to Computershare’s website at, www.investorvote.com . Registered shareholders must follow the instructions provided on the website and refer to the enclosed proxy form for the holder’s account number and the proxy access number.

In either case you must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof. Failure to complete or deposit a proxy properly may result in its invalidation. The time limit for the deposit of proxies may be waived by the Company’s board of directors (the “Board”) at its discretion without notice.

Beneficial Shareholders

The following information is of significant importance to many Shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the names of the Shareholder’s broker or an agent of that broker (an “intermediary”). In Canada the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the United States, under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks).

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Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of shareholder meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients. Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated in a timely manner and in accordance with the instructions provided by their intermediary. Your intermediary will not vote your Common Shares without receiving instructions from you.

There are two kinds of Beneficial Shareholders: Objecting Beneficial Owners (“OBOs”) who object to their name being disclosed to the issuers of securities they own; or Non-Objecting Beneficial Owners (“NOBOs”) who do not object to the issuers of the securities they own knowing who they are.

These securityholder materials are being sent to both registered and non-registered owners of the securities of the Company utilizing the Notice-and-Access Provisions. The Company has asked Broadridge to send the Meeting Notice and Access materials to NOBO holders. Please return your VIF as specified in the request for voting instructions that was sent to you.

The Company will not be paying to send Meeting Notice and Access materials to OBOs or beneficial holders declining to receive annual meeting documents. Beneficial Shareholders who are OBOs should follow the instructions received from their intermediary carefully to ensure their Common Shares are voted at the Meeting.

The Voting Instruction Form (the “ VIF ”) supplied to you by your broker will be similar to the Proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the intermediaries on how to vote your Common Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in Canada and the United States. Broadridge mails a VIF, in lieu of the Proxy provided by the Company. The VIF will name the same persons as are set out in the Company’s Proxy to represent your Common Shares at the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purpose of voting Common Shares registered in the name of its intermediary, a Beneficial Shareholder may attend the Meeting as a proxyholder for the intermediary and vote the Common Shares in that capacity. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting and that person may be you. To exercise this right, insert the name of the desired representative (which may be you) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge will then tabulate the results of all instructions received and provide appropriate instructions respecting the voting of Common Shares to be represented at the Meeting and the appointment of any Shareholder’s representative. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted, or to have an alternate representative duly appointed by you attend the Meeting and vote your Common Shares at the Meeting.

Notice to Shareholders in the United States

The solicitation of proxies involve securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934 , as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia), as amended, and by the fact that six of its eight directors and both of its executive officers are residents of Canada or elsewhere outside the United States; and all of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

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Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a proxy may revoke it by:

(a)	executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Registered Shareholder or the Registered Shareholder’s authorized attorney in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Computershare Trust Company of Canada, or at the address of the registered office of the Company at 1500 Royal Centre, 1055 West Georgia Street, P. O. Box 11117, Vancouver, British Columbia, V6E 4N7, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or

(b)	personally attending the Meeting and voting the Registered Shareholder’s Common Shares.

Beneficial Shareholders should follow the instructions to revoke found on the Proxy or VIF provided to them from their intermediary.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and as may be set out herein.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Board has fixed April 12, 2017 as the record date (the “Record Date”) for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

Until October 31, 2016 the Common Shares of the Company were listed for trading on the TSX Venture Exchange (the “TSXV”). On November 1, 2016 the Common Shares of the Company became listed for trading on the Toronto Stock Exchange (the “TSX”). As a result the Company ceased to be a “venture issuer” as defined under Canadian securities regulations effective November 1, 2016. The Company is authorized to issue an unlimited number of Common Shares. As of the Record Date, there were 76,611,349 Common Shares issued and outstanding, each carrying the right to one vote. There are no Common Shares held in escrow. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares. The Company is also authorized to issue an unlimited number of preferred shares. There were no preferred shares issued and outstanding as at the Record Date.

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To the knowledge of the directors and executive officers of the Corporation, the following corporation 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 of the Corporation as at the Record Date:

	Number of Common Shares	Percentage of Issued Common
Shareholder Name ⁽¹⁾	Held	Shares
Goldcorp Inc.	9,542,402 ⁽¹⁾	12.49%

Note:
	(1)	The above information was obtained from SEDI.

VOTES NECESSARY TO PASS RESOLUTIONS

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. If there are more nominees for election as directors than there are vacancies to fill, or another auditor is nominated, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

ELECTION OF DIRECTORS

The number of directors of the Board was set at seven by ordinary resolution of the shareholders at the last annual general meeting, on June 16, 2016 and, pursuant to the Articles of the Company and the Business Corporations Act ( British Columbia) (“BCA”), the Board subsequently appointed an eighth director. Accordingly, the Board proposes that the number of directors to be elected at the Meeting be set at eight. Shareholders will therefore be asked to approve a resolution that the number of persons to be elected as director at the Meeting be set at eight.

The term of office of each of the current directors will end at the conclusion of the Meeting. Unless the director’s office is vacated earlier in accordance with the provisions of the BCA, each director elected will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

The following disclosure sets out the names of management’s nominees for election as directors, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee’s principal occupation, business or employment for the five preceding years for new director nominees, the period of time during which each has been a director of the Company and the number of Common Shares of the Company beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at the Record Date:

Name of Nominee; Current Position with the Company and Province or State and Country of Residence	Period as a Director of the Company	Common Shares Beneficially Owned or Controlled ⁽¹⁾
Ivan James Bebek Executive Chairman, Director British Columbia, Canada	Since November 2, 2009	4,460,000 ⁽⁶⁾
Shawn Wallace President, Chief Executive Officer, Director British Columbia, Canada	Since May 7, 2013	3,328,333 ⁽⁵⁾
Steve Cook ⁽²⁾ ^{(3) (4) (13)} Director British Columbia, Canada	Since October 28, 2013	927,199 ⁽⁷⁾

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Name of Nominee; Current Position with the Company and Province or State and Country of Residence	Period as a Director of the Company	Common Shares Beneficially Owned or Controlled ⁽¹⁾
Gordon J. Fretwell ⁽²⁾ ^{(3) (4) (13)} Director British Columbia, Canada	Since October 28, 2013	27,384 ⁽⁸⁾
Keith Minty ⁽¹⁴⁾ Director British Columbia, Canada	Since October 28, 2013	110,000 ⁽⁹⁾
Daniel T. McCoy ⁽²⁾ ^{(3) (4) (14)} Director Nevada, USA	Since February 26, 2015	150,000 ⁽¹⁰⁾
Antonio Arribas Director Michigan, USA	Since August 17, 2015	Nil ⁽¹¹⁾
Michael Kosowan ⁽¹³⁾ Director British Columbia Canada	Since November 30, 2016	2,905,100 ⁽¹²⁾

Notes:
	(1)	The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees.
	(2)	Member of Audit Committee.
	(3)	Member of Compensation Committee.
	(4)	Member of Nominating and Governance Committee.
	(5)	Mr. Wallace holds options to purchase 500,000 Common Shares.
	(6)	Mr. Bebek holds options to purchase 500,000 Common Shares.
	(7)	907,199 of these Common Shares are held by SMCook Legal Services Law Corporation, a company over which Mr. Cook has control and direction. Mr. Cook holds options to purchase an aggregate of 180,000 Common Share.
	(8)	Mr. Fretwell holds options to purchase 180,000 Common Shares.
	(9)	Mr. Minty holds options to purchase 180,000 Common Shares.
	(10)	Mr. McCoy holds options to purchase 76,750 Common Shares.
	(11)	Mr. Arribas holds options to purchase 180,000 Common Shares.
	(12)	Mr. Kosowan holds options to purchase 180,000 Common Shares.
	(13)	Member of Mergers and Acquisitions Committee.
	(14)	Member of Technical Committee, with Michael Henrichsen, COO.

Occupation, Business or Employment of Nominees

Ivan James Bebek – Mr. Bebek is Executive Chairman and Director to the Company. Mr. Bebek has over 17 years experience in financing, foreign negotiations, and acquisitions in the mineral exploration industry. His understanding of the capital markets and ability to position, structure and finance companies that he has been associated with has been instrumental in their successes. Mr. Bebek formerly was the President. CEO and co-founder of Cayden Resources Inc., which was sold to Agnico Eagle Mining Limited for $205 million in November 2014, a co-founder and a Director of Torq Resources Inc. (formerly, Stratton Resources Inc.) and a co-founder of Keegan Resources Inc. (now Asanko Gold).

Shawn Wallace – Mr. Wallace is President, Chief Executive Officer and Director to the Company. Mr Wallace has been involved in all aspects of the mining industry, from mineral exploration and project management, to financing, mergers & acquisitions, and corporate development. Over the past 25 years, Mr. Wallace has been instrumental in building numerous high-quality mineral exploration, development, and production stage companies including co-founding Cayden Resources, which was acquired by Agnico Eagle Mining for $205 million in November 2014. Mr. Wallace is also a co-founder and Director of Asanko Gold Inc. and Torq Resources Inc.

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Steve Cook - Mr. 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. Mr. Cook has served on the board of Brett Resources Ltd. prior to it being acquired by Osisko Mining Corp. and Cayden Resources Inc. prior to it being acquired by Agnico Eagle Mining Limited. Mr. Cook currently serves as a Director of Torq Resources Inc.

Gordon J. Fretwell - Mr. 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. He currently serves on the board of several public companies engaged in mineral exploration including: Asanko Gold Inc., Canada Rare Earth Corp. and Coro Mining Corp.

Keith Minty – Mr. Minty obtained a B.Sc. in Mining Engineering from Queen’s University, Kingston Ontario, Canada in 1978. He has over 26 years of open pit and underground mine operational and project development experience in North America, Central America and in Africa. From 2008 to 2013, Mr. Minty was the Chief Operating Officer at Thani Dubai Mining Limited (“Thani”) where he was responsible for all project exploration and operation activities in Yemen and Egypt as well as new business development activities. Prior to joining Thani, he was the South African country manager for Hunter Dickinson Inc. Mr. Minty has also served on the board of directors of Asanko Gold Inc. and Oremex Silver Inc. He currently serves on the boards of Callinex Mines Inc. and Hunter Bay Minerals Plc.

Daniel T. McCoy, Ph.D. - Dr. 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. Dr. McCoy was previously employed at Placer Dome as manager for US generative exploration and was formerly President and CEO of Asanko Gold Inc., where he led the exploration team that discovered the Esaase Gold deposit in Ghana, West Africa. Most recently, Dr. McCoy was Chief Geologist and a Director of Cayden Resources, where he led the exploration team that led to the acquisition of the El Barqueño project, resulting in the acquisition of the Company by Agnico Eagle Mining.

Antonio Arribas – Antonio Arribas holds a BA and MSc in Geology from the Universidad de Salamanca and a PhD from the University of Michigan. He is a world-renowned expert in his field with over 20 years experience in the resources industry across multiple companies, commodities and geographic regions. Mr. Arribas has held a variety of positions including Vice President Geoscience at BHP Billiton Minerals Exploration in Singapore (2013), Senior Manager Geosciences at Newmont Mining Corp. (2012) in Denver, Colorado, and Exploration Manager South America at Placer Dome Exploration in Reno, Nevada (2006). Mr. Arribas is currently a Professor at the Graduate School of Mineral Resource Sciences of Akita University, Japan. He is an experienced lecturer and has contributed to over 40 publications. In 2013, Mr. Arribas was elected President of the Society of Economic Geologists, Inc., where he continues to be a member.

Michael Kosowan – Mr. Kosowan is an industry expert with over 20 years experience in the junior mining sector. For the past 17 years, he has been leading mining investment and financings in the USA and Canada through his work with Sprott and other premier brokerage houses. Previously, Mr. Kosowan worked for a number of top tier Canadian mining companies such as Placer Dome, Falconbridge and Inco, as a project Engineer, and for Atapa Minerals in Indonesia and Peru, as an Exploration Manager. Mr. Kosowan holds a Master’s of Applied Science degree, is a Mining Engineer (P.Eng.) and a former Investment Advisor of Sprott Private Wealth (Canada) and Sprott Global Resources Inc (USA).

None of the proposed nominees for election as a director of the Company are proposed for election pursuant to any arrangement or understanding between the nominee and any other person, except the directors and senior officers of the Company acting solely in such capacity.

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Cease Trade Orders and Bankruptcy

Except as set out below, within the last 10 years before the date of this Information Circular, no proposed nominee for election as a director of the Company was a director or executive officer of any company (including the Company in respect of which this Information Circular is prepared) acted in that capacity for a company that was:

	(a)	subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days;

	(b)	subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under the securities legislation, for a period of more than 30 consecutive days;

	(c)	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; or has 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 proposed director;

	(d)	subject to 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

	(e)	subject to any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

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

Conflicts of Interest

Majority Voting Policy

The Board believes that each of its members should carry the confidence and support of its shareholders. To this end, on April 12, 2017 the Board adopted a majority voting policy for the election of directors. The policy provides that if a nominee for election as director receives a greater number of “withheld” votes than “for” votes, that nominee will tender a resignation to the Chair of the Board following the meeting of shareholders at which the director is elected. The Board will consider the offer of resignation and announce its decision on whether to accept it in a press release within 90 days following the shareholder meeting.

In its deliberations, the Board will consider all factors it deems relevant including any stated reasons why shareholders “withheld” votes from the election of that director, the length of service and the qualifications of the director, the director’s contributions to the Company, the effect such resignation may have on the Company’s ability to comply with any applicable governance rules and policies and the dynamics of the Board, and whether the resignation would be in the best interests of the Company. The Board will be expected to accept the resignation except in situations where extenuating circumstances would warrant the director to continue to serve.

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This policy only applies in circumstances involving an uncontested election of directors, being those where the number of director nominees is the same as the number of directors to be elected to the Board. This policy is now part of the governance policies on the Company’s website.

APPOINTMENT OF AUDITOR

Deloitte LLP, Chartered Professional Accountants, 2800 – 1055 Dunsmuir Street, 4 Bentall Centre, P.O. Box 49279, Vancouver, British Columbia V7X 1P4, will be nominated at the Meeting for appointment as auditor of the Company. Deloitte LLP, Chartered Professional Accountants, are the current auditor of the Company and were first appointed effective October 28, 2015 in place of Hay & Watson, Chartered Accountants, who were auditor of the Company since 2008.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

Under National Instrument 52-110 (“NI 52-110”) the Company is required to disclose its audit committee information annually in its Annual Information Form. The Company refers to its Annual Information Form as SEDAR filed at www.sedar.com on March 29, 2017 for current information concerning the Audit Committee of the Company. The Audit committee Charter can be viewed on the Company’s website at http://www.aurynresources.com/assets/docs/Auryn-Charter-of-Audit-Committee.pdf.

CORPORATE GOVERNANCE

General

Corporate governance refers to the policies and structure of the board of directors of a company, whose members are elected by and are accountable to the shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board is committed to sound corporate governance practices; as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

Mandate of the Board of Directors

The Board has a formal mandate as outlined in the Governance Policies which can be accessed on the Company’s website http://www.aurynresources.com/corporate/corporate-governance/ . The Board Guidelines mandate the Board to: (i) assume responsibility for the overall stewardship and development of the Company and the monitoring of its business decisions, (ii) identify the principal risks and opportunities of the Company’s business and ensure the implementation of appropriate systems to manage these risks, (iii) oversee ethical management and succession planning, including appointing, training and monitoring of senior management and directors, and (iv) oversee the integrity of the Company’s internal financial controls and management information systems. The Governance Policies include written charters for the Board committees and it contains a code of ethics, policies dealing with issuance of news releases and disclosure documents.

Board of Directors and Committees

The Board is responsible for corporate governance and establishes the overall policies and standards of the Company. The Board meets on a regularly scheduled basis. In addition to these meetings, the directors are kept informed of our operations through reports and analyses by, and discussions with, management.

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Composition of the Board

Regulatory policies require that a listed issuer’s board of directors determine the status of each director as independent or not, based on each director’s interest in or other relationship with, the Company. Such policies recommend that a board of directors be constituted with a majority of directors who qualify as independent directors (as defined below). A board of directors should also examine its size with a view to determining the impact of the number of directors upon the effectiveness of the board of directors, and should implement a system enabling an individual director to engage an outside advisor at the expense of the corporation in appropriate circumstances. The Company has policies that allow for retention of independent advisors by members of the Board when they consider it advisable.

Under regulatory policies, an “independent” director does not have, “directly or indirectly, a financial, legal or other relationship with the Company.” Generally speaking, a director is independent if he or she is free from any employment, business or other relationship which could, or could reasonably be expected to; materially interfere with the exercise of the director’s independent judgement. A material relationship includes having been (or having a family member who has been) within the last three years an employee or executive of the Company or having been employed by the Company’s external auditor. An individual who (or whose family member) is or has been within the last three years, an executive officer of an entity where any of the Company’s current executive officers served at the same time on that entity’s compensation committee is deemed to have a material relationship as is any individual who (or whose family members or partners) received directly or indirectly, any consulting, advisory, accounting or legal fee or investment banking compensation from the Company (other than compensation for acting as a director or as a part time chairman or vice-chairman).

The Board is proposing eight (8) nominees for election to the office of director, of whom a majority are considered independent directors. The independent nominees are: Gordon J. Fretwell, Keith Minty, Steve Cook, Daniel T. McCoy and Antonio Arribas. The non-independent members of the Board are Shawn Wallace, who is the President and Chief Executive Officer of the Company, Ivan Bebek, who is the Executive Chairman of the Company and Michael Kosowan, who is the President and Chief Executive Officer of Torq Resources Inc., of which Shawn Wallace is a Director and a member of the Compensation Committee.

The Board monitors the activities of the senior management through regular meetings and discussions amongst the Board members and between the Board and senior management. The Board is of the view that its communication policy between senior management, members of the Board and shareholders is good. Meetings of independent directors are not held on a regularly scheduled basis but communication among this group occurs on an ongoing basis and as needs arise from regularly scheduled meetings of the Board or otherwise. The number of these meetings has not been recorded but it would be less than five in the financial year that commenced on January 1, 2016. The Board also encourages independent directors to bring up and discuss any issues or concerns and the Board is advised of and addresses any such issues or concerns raised thereby. The Board believes that adequate structures and processes are in place to facilitate the functioning of the Board with a sufficient level of independence from the Company’s management. The Board is satisfied with the integrity of the Company’s internal control and financial management information systems.

Other Directorships

The directors currently serving on boards of other reporting corporations (or equivalent) are set out below:

Name of Director	Name of Reporting Issuer	Exchange
Ivan James Bebek	Torq Resources Inc.	TSXV
Shawn Wallace	Torq Resources Inc. Asanko Gold Inc.	TSXV TSX, NYSE.MKT
Steve Cook	Torq Resources Inc.	TSXV
Gordon J. Fretwell	Asanko Gold Inc. Coro Mining Corp. Canada Rare Earth Corporation	TSX, NYSE.MKT TSX TSXV
Keith Minty	Hunter Bay Minerals PLC Callinex Mines Inc.	TSXV CNX
Keith Minty	Hunter Bay Minerals PLC Callinex Mines Inc.	TSXV CNX
Michael Kosowan	Torq Resources Inc.	TSXV

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Committees of the Board

The Board has established an audit committee, a compensation committee, a nominating and governance committee, a mergers and acquisitions committee and a technical committee.

Audit Committee

Composition of the Audit Committee

The Audit Committee has the following members:

Steve Cook (Chairman)
Gordon J. Fretwell
Daniel McCoy

The function of the Audit Committee is to: (a) meet with the financial officers of Auryn and its independent auditors to review matters affecting financial reporting, the system of internal accounting and financial controls and procedures and the audit procedures and audit plans; (b) appoint the auditors, subject to shareholder approval; and (c) review and recommend to the Board for approval of Auryn’s financial statements and certain other documents required by regulatory authorities.

All members of the Audit Committee are independent (as assessed in accordance with our independence standards) and financially literate. None of the members of the Audit Committee were, during the most recently completed financial year of the Company, an officer or employee of the Company or any of its subsidiaries.

The Company refers to its Annual Information Form as at March 28, 2017 as SEDAR filed at www.sedar.com on March 29, 2017 for current information concerning the Audit Committee of the Company.

Compensation Committee

Composition of the Compensation Committee

The Compensation Committee has the following members:

Steve Cook (Chairman)
Gordon J. Fretwell
Daniel McCoy

The function of the Compensation Committee is to consider the terms of employment of the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and other executive officers, and general compensation policy, as well as the policy for granting awards under Auryn’s share option plan.

All members of the Compensation Committee are independent in accordance with applicable securities laws. None of the members of the Compensation Committee were, during the most recently completed financial year of the Company, an officer or employee of the Company or any of its subsidiaries.

The Compensation Committee recommends compensation for the directors and executive officers of the Company. See further disclosure under Statement of Executive Compensation below. The Compensation Committee Charter is included in the Manual, which is posted on the Company’s website at http://www.aurynresources.com/corporate/corporate-governance/ .

Compensation Committee functions include: the annual review of compensation paid to the Company’s executive officers and directors, the review of the performance of the Company’s executive officers and the task of making recommendations on compensation to the Board.

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The Compensation Committee also periodically considers the grant of stock options. Options have been granted to the executive officers and directors and certain other service providers taking into account competitive compensation factors and the belief that options help align the interests of executive officers, directors and service providers with the interests of shareholders.

Nominating and Governance Committee

Composition of the Nominating and Governance Committee

The Nominating and Governance Committee has the following members:

Steve Cook
Gordon J. Fretwell (Chairman)
Daniel McCoy

The function of the Nominating and Governance Committee is to provide a focus on governance that will enhance the Company’s performance, to assess and make recommendations regarding the effectiveness of the Board and to establish and lead the process for identifying, recruiting, appointing, re-appointing and providing ongoing development for directors.

All members of the Nominating and Governance Committee are independent in accordance with applicable securities laws. None of the members of the Nominating and Governance Committee were, during the most recently completed financial year of the Company, an officer or employee of the Company or any of its subsidiaries.

The Charter of the Nominating and Governance Committee is posted on the Company’s website at https://www.aurynresources.com/corporate/corporate-governance/ .

The Nominating and Governance Committee is responsible for developing and recommending to the Board the Company’s approach to corporate governance and assists members of the Board in carrying out their duties. The Nominating and Governance Committee also reviews all new and modified rules and policies applicable to governance of listed corporations to assure that the Company remains in full compliance with such requirements as are applicable to the Company.

In exercising its nominating function the Nominating and Governance Committee evaluates and recommends to the Board the size of the Board and certain persons as nominees for the position of director of the Company. The Company has formal procedures for assessing the effectiveness of Board committees as well as the Board as a whole. This function is carried out annually under the direction of the Nominating and Governance Committee and those assessments are then provided to the Board.

Director Evaluation

To supplement Board succession planning and its efforts to ensure Board renewal, the Nominating and Governance Committee carries out an annual assessment of the Board members and the various committees in order to assess the overall effectiveness of the Board.

The evaluation process assists the Board in:

	•	Assessing its overall performance and measuring the contributions made by the Board as a whole and by each committee;

	•	Evaluating the mechanisms in place for the Board and each committee to operate effectively and make decisions in the best interests of the Company;

	•	Improving the overall performance of the Board by assisting individual directors to build on their strengths;

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	•	Identifying gaps in skills and educational opportunities for the Board and individual directors in the coming year; and

	•	Developing the Board’s succession plan and recruitment efforts.

The Nominating and Governance Committee annually reviews the adequacy of the evaluation process and recommends any changes to the Board for approval. Each director completes certain surveys regarding the effectiveness of the Board and each committee of the Board of which each director is a member, including their processes and their relationship with management, and provides suggestions for improvement. This self-assessment also assists the Nominating and Governance Committee in determining the financial literacy of each director and topics for continuing education.

Mergers and Acquisitions Committee

Composition of the Mergers and Acquisitions Committee

The Mergers and Acquisitions Committee has the following members:

Steve Cook
Gordon J. Fretwell
Michael Kosowan

The function of the Mergers and Acquisitions Committee is to analyze, consider and develop recommendations to the Board regarding the mission and future direction of the Company over the next five years, and to develop an ongoing process for the review and revision of these recommendations. The Mergers and Acquisitions Committee may also act on behalf of the Board with respect to analyzing any specific transactions and make recommendations to the Board.

All members of the Mergers and Acquisitions Committee are independent in accordance with applicable securities laws. None of the members of the Mergers and Acquisitions Committee were, during the most recently completed financial year of the Company, an officer or employee of the Company or any of its subsidiaries.

Technical Committee

Composition of the Technical Committee

The Technical Committee has the following members:

Keith Minty (Chairman)
Daniel McCoy
Michael Henrichsen (non-director – COO)

The function of the Technical Committee is to analyze, consider and develop recommendations to the Board regarding the technical mission and future direction of the Company over the next five years, and to develop an ongoing process for the review and revision of these recommendations. The Technical Committee may also act on behalf of the Board with respect to analyzing any specific technical decisions and make recommendations to the Board.

All members of the Technical Committee are independent in accordance with applicable securities laws, except Michael Henrichsen who is the Chief Operating Officer, but not a director of the Company. Mr. Henrichsen is the only member of the Technical Committee who was, during the most recently completed financial year of the Company, an officer or employee of the Company or any of its subsidiaries.

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Director Term Limits

The Company has not adopted term limits or other mechanisms to force Board renewal. Given the normal process of annual elections of individual directors by the shareholders of the Company and the fact that individual directors also undertake annual director assessments, the Board has determined that term limits or a mandatory retirement is not essential. Directors who have served on the Board for an extended period of time are in a unique position to provide valuable insight into the operations and future of the Company based on their experience with a perspective on the Company’s history, performance and objectives. From time to time, Board renewal is facilitated by introducing new director appointments to the Board with fresh perspectives to facilitate a balance between Board refreshment and continuity.

Representation of Women on the Board and Senior Management

The Company does not have a written policy on the representation of women on the Board. The Board does not believe that quotas or strict rules necessarily result in the identification or selection of the best candidates. Rather, selection is made based on merit, skills, qualifications, experience, background, the needs of the Company at the time, etc. However, the Governance and Nominating Committee and the Board are mindful of the benefit of diversity in the Company’s leadership positions and the need to maximize the effectiveness of the Board and its decision-making abilities. Accordingly, in searches for new directors or officers, the Governance and Nominating Committee considers the level of female representation and diversity within its leadership ranks and this is just one of several factors used in its search process.

The Company has also not adopted a target regarding women on its Board or in executive officer positions due to the need to evaluate a balance of criteria, including diversity, in each individual appointment. The Company is monitoring industry and its peers in order to identify best practices.

Board of Directors Decisions

Good governance policies require the Board of an exchange listed corporation, together with its chief executive officer, to develop position descriptions for the Board and for the chief executive officer, including the definition of limits to management’s responsibilities. Any responsibility which is not delegated to senior management or to a Board committee remains with the full Board. The Board has approved written position descriptions for the Chairman of the Board, the Chair of each Board committee and the Chief Executive Officer of the Company.

The following table sets forth the record of attendance of each Board member to each of the Board and Committee meetings for the year ended December 31, 2016:

Director	Board of Directors	Audit	Compensation	Nominating and Governance	Mergers and Acquisitions	Technical


Ivan Bebek ⁽²⁾	5 of 5	2 of 4	N/A	N/A	N/A	N/A
Shawn Wallace	5 of 5	N/A	N/A	N/A	N/A	N/A
Steve Cook	4 of 5	3 of 4	2 of 2	1 of 1	2 of 2	N/A
Gordon J. Fretwell	5 of 5	4 of 4	2 of 2	1 of 1	2 of 2	N/A
Keith Minty	5 of 5	N/A	N/A	N/A	N/A	Nil ⁽⁴⁾
Daniel T. McCoy ⁽³⁾	5 of 5	2 of 4	2 of 2	1 of 1	N/A	Nil ⁽⁴⁾
Antonio Arribas	3 of 5	N/A	N/A	N/A	N/A	N/A
Michael Kosowan ⁽¹⁾	NA	N/A	N/A	N/A	2 of 2	N/A

Notes:
	(1)	Michael Kosowan was appointed to the position of director on November 30, 2016 and was not in a position to attend all Board meetings or meetings of the Mergers and Acquisitions Committee.
	(2)	Ivan Bebek ceased to be an Audit Committee member following the Company’s AGM on June 16, 2016.
	(3)	Dan McCoy became an Audit Committee member following the Company’s AGM on June 16, 2016.
	(4)	There were no Technical Committee meetings held in 2016.

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Orientation and Continuing Education

The Board and the Company’s senior management will conduct orientation programs for new directors as soon as possible after their appointment as directors. The orientation programs will include presentations by management to familiarize new directors with the Company’s projects and strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its code of business conduct and ethics, its principal officers, its internal and independent auditors and its outside legal advisors. In addition, the orientation program will include a review of the Company’s expectations of its directors in terms of time and effort, a review of the directors’ fiduciary duties and visits to Company headquarters and, to the extent practical, the Company’s significant facilities.

To enable each director to better perform his or her duties and to recognize and deal appropriately with issues that arise, the Company will provide the directors with appropriate education programs and/or suggestions to undertake continuing director education, the cost of which will be borne by the Company.

Ethical Business Conduct

The Board has a Code of Business Conduct and Ethics (the “ Code ” ) contained in the Manual and which is available for viewing on the Company’s website at https://www.aurynresources.com/corporate/corporate-governance/ . The Board and its committees have established the standards of business ethics and conduct contained in the Code, and it is their responsibility to oversee compliance with the Code. The Board has implemented an annual procedure whereby directors, officers and employees of the Company sign off on, and certify that they have read and understand the Company’s Code and that they are unaware of any violation thereof. Any change in or waiver of any provision of the Code shall require approval of the applicable Board Committee, and shall be publicly disclosed in the time period and manner as required by law or regulation.

The Board also believes that the fiduciary duties placed on individual directors by the Company’s governing corporate policies and the common law, and the restrictions placed by applicable corporate legislation on an individual directors’ participation in decisions of the Board in which the director has an interest have been sufficient to ensure the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience. The Nominating and Governance Committee recommended to the Board eight directors as nominees for election this year. See

Nominating and Governance Committee above.

Other Board Committees

All committees of the Board are described above.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and its committees. The Nominating and Governance Committee oversees an annual formal assessment of the Board and its three main committees namely the Audit Committee, Compensation Committee and the Nominating and Governance Committee. The Board and the various sub-committees completed self-assessments of their performance during the year and are satisfied with the overall project and corporate achievements of the Company and believe this reflects well on the Board and its practices.

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STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officer

In this section “Named Executive Officer” (”NEO”) means the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”) and each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed fiscal year and whose total salary and bonus exceeds $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an officer of the Company at the end of the most recently completed financial year.

Ivan Bebek, Executive Chairman, Shawn Wallace, CEO, Peter Rees, CFO and Michael Henrichsen, Chief Operating Officer (“COO”) are each a NEO of the Company for purposes of the following disclosure.

Compensation Discussion and Analysis

The function of the Compensation Committee generally is to assist the Board in carrying out its responsibilities relating to executive and director compensation, including reviewing and recommending director compensation, overseeing the Company’s base compensation structure and equity-based compensation programs, recommending compensation of the Company’s officers and employees, and evaluating the performance of officers generally and in light of annual goals and objectives.

The Board assumes responsibility for reviewing and monitoring the long-range compensation strategy for the senior management of the Company although the Compensation Committee guides it into this role. The Company’s Compensation Committee receives independent competitive market information on compensation levels for executives.

Prior to appointing members to the Compensation Committee, the Board assesses the Company’s compensation plans and programs for its executive officers to ensure alignment with the Company’s business plan and to evaluate the potential risks associated with those plans and programs. The Board has concluded that the compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on the Company. The Board considers the risks associated with executive compensation and corporate incentive plans when designing and reviewing such plans and programs.

Philosophy and Objectives

The Company’s senior management compensation program is designed to ensure that the level and form of compensation achieves certain objectives, including:

	(a)	attracting and retaining talented, qualified and effective executives;

	(b)	motivating the short and long-term performance of these executives; and

	(c)	better aligning their interests with those of the Company’s shareholders.

In compensating its senior management, the Company employs a combination of base salary, bonus compensation and equity participation through its stock option plan.

Base Salary

In the Board’s view, paying base salaries or fees competitive in the markets in which the Company operates will be a first step to attracting and retaining talented, qualified and effective executives. Competitive salary information on comparable companies within the industry is compiled from a variety of sources, including surveys conducted by independent consultants and national and international publications. Comparable companies included but were not limited to: Almaden Minerals, UEX Corporation, Balmoral Resources Inc., Atac Resources Ltd. and Kaminak Gold Corp.

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Bonus Incentive Compensation

The Company’s objective is to achieve certain strategic objectives and milestones. The Board will consider executive bonus compensation dependent upon the Company meeting those strategic objectives and milestones and sufficient cash resources being available for the granting of bonuses. The Board approves executive bonus compensation dependent upon compensation levels based on recommendations of the Compensation Committee. Such recommendations are generally based on information provided by issuers that are similar in size and scope to the Company’s operations.

Bonus Incentive Compensation paid during the fiscal 2016 has been included in the Summary Compensation Table below.

Equity Participation

The Company believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Company’s share option plan. Options to purchase Common Shares in the Company are granted to executives and employees taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses and competitive factors. The amounts and terms of options granted are determined by the Board.

Given the evolving nature of the Company’s business as a mineral exploration and development company, the Board continues to review and redesign the overall compensation plan for senior management so as to continue to address the objectives identified above.

The Compensation Committee has assessed the Company’s compensation plans and programs for its executive officers to ensure alignment with the Company’s business plan and to evaluate the potential risks associated with those plans and programs. The Compensation Committee has concluded that the compensation policies and practices do not create any risks that are reasonably likely to have a material adverse effect on the Company incentive plans when designing and reviewing such plans and programs.

Actions, Policies and Decisions made following December 31, 2016:

On January 9, 2017 the Company entered into an Investment Agreement with Goldcorp Inc. (the “Strategic Investment”) which closed on January 24, 2017, in which Goldcorp purchased 9,542,402 Common Shares to effectively give Goldcorp a controlling shareholder ownership interest of 12.5% of the Common Shares. The Company also entered into an Investor Rights and Obligations Agreement with Goldcorp which, conditional upon Goldcorp maintaining a 5% or greater equity ownership interest in the Company, gives Goldcorp (i) the right to participate in any future equity issues to allow Goldcorp to maintain its 12.5% interest; (ii) the right to match certain non-equity financings; and (iii) if Goldcorp chooses to sell more than 2% of its Common Share holdings, the Company will have the right to designate buyers and Goldcorp will vote its Common Shares to elect the director nominees recommended by the Company. The Strategic Investment closed on January 24, 2017 and Goldcorp, as an Insider of the Company, now holds 12.5% of the outstanding Common Shares.

Option-Based Awards

The Company’s current share purchase option plan was adopted on April 29, 2011 (“ 2011 Plan ”) but was required to be amended and restated October 4, 2016 as a condition for the Company moving its common share listing onto the Toronto Stock Exchange (TSX) from the TSX Venture Exchange. As discussed below and following, the Company’s management proposes that shareholders consider and if thought fit, approve the replacement of the 2011 Plan with a new option plan (“ 2017 Plan ”).

Both the 2011 Plan and the 2017 Plan are designed to provide an incentive to service providers to acquire an equity interest in the Company and to encourage the alignment of interests with its shareholders, and foster their continued association with the Company.

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The only long-term or equity incentives which the Company uses are share options under the 2011 Plan. The Board, or the Compensation Committee, authorizes the grant of share options to service providers including directors, members of management, employees and certain consultants. Options are generally granted annually, and at other times of the year to individuals who are commencing employment with the Company. Option exercise prices are set in accordance with TSX rules and are based on the five-day volume weighted average closing price prior to the date of grant.

Options are granted taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses, and competitive factors. Share options vest on terms established by the Compensation Committee.

See disclosure under “Securities Authorized for Issuance under Equity Compensation Plans” for material terms of the 2011 Plan and under “Particulars of Matters to be Acted upon” for information about the 2017 Plan which is being proposed for approval by the Shareholders at the Meeting.

General

The Compensation Committee considered the implications of the risks associated with the Company’s compensation policies and practices and concluded that, given the nature of the Company’s business and the role of the Compensation Committee in overseeing the Company’s executive compensation practices, the compensation policies and practices do not serve to encourage any NEO or individual at a principal business unit or division to take inappropriate or excessive risks, and no risks were identified arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

There is a restriction on NEOs or directors regarding the purchase of financial instruments including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. For the year ended December 31, 2016, no NEO or director, directly or indirectly, employed a strategy to hedge or offset a decrease in market value of equity securities granted as compensation or held.

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Performance Graph

The following graph compares the cumulative shareholder return on an investment of $100 in the Common Shares of the Company for the past three years of the Company on the TSX and the TSXV with a cumulative total shareholder return on the S&P/TSX Composite Index.

Note:
	(1)	The Company commenced trading on the TSX on November 1, 2016 and does not pay a dividend on its Common Shares. Prior to listing on the TSX, from September 15, 2008 to October 31, 2016, the Company was listed for trading on the TSXV.

The NEO compensation in fiscal year 2016 increased due to an increase in the NEO salaries in line with overall increase in the Company’s operating activities for the year. The NEO compensation in the period from 2015 to 2016 increased as a result of the implementation of the Company’s Bonus Incentive Compensation plan and an increase in the fair value of the options granted to the NEOs during fiscal year ended December 31, 2016, compared to the fair value of options granted during fiscal year ended December 31, 2015. The increase in the value of the Common Shares from the previous year can be partly attributable to the general recovery in the overall junior resource market but also to the Company’s completion of a number of strategic acquisitions including that of Homestake Resources Corp. (see press release dated September 8 ^th , 2016) and a portfolio of assets in Peru (see press releases dated June 2, 2016 and September 26, 2016).

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Summary Compensation Table

The compensation paid to the NEOs during the Company’s most recently completed fiscal periods ended June 30, 2014, June 30, 2015, its transitional financial period ended December 31, 2015, and its most recent full fiscal year ended December 31, 2016 is set out below and expressed in Canadian dollars unless otherwise noted:

Name and principal position	Year	Salary ($)	Share- based awards ($)	Option- based awards ($)	Non-equity incentive plan compensation		Pension value ($)	All other compensation ($)	Total compensation ($)


					Annual incentive plans ($)	Long- term incentive plans ($)




Ivan Bebek, ⁽⁵⁾ Executive Chairman	Dec 2016 Dec 2015 ⁽⁴⁾ Jun 2015 Jun 2014	215,000 60,000 30,000 Nil	Nil Nil Nil Nil	350,266 118,349 Nil Nil	120,000 Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	685,266 178,349 30,000 Nil



Shawn Wallace, ⁽¹⁾ CEO	Dec 2016 Dec 2015 ⁽⁴⁾ Jun 2015 Jun 2014	240,000 120,000 153,783 85,192	Nil Nil Nil Nil	350,266 118,349 Nil 75,532	120,000 Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	710,266 238,349 153,783 160,724



Peter Rees, ⁽²⁾ CFO	Dec 2016 Dec 2015 ⁽⁴⁾ Jun 2015 Jun 2014	175,000 66,309 93,091 32,504	Nil Nil Nil Nil	262,699 91,037 Nil 44,431	87,500 Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	525,199 157,346 93,091 76,935



Michael Henrichsen, ⁽³⁾ COO	Dec 2016 Dec 2015 ⁽⁴⁾ Jun 2015 Jun 2014	204,000 102,000 207,783 183,054	Nil Nil Nil Nil	271,456 68,278 Nil 75,532	102,000 Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	577,456 170,278 207,783 258,586

Notes:
(1)	Shawn Wallace was re-appointed as a director on May 7, 2013 and was appointed as President and CEO on May 23, 2013.
(2)	Peter Rees was appointed as CFO and Corporate Secretary on September 7, 2012.
(3)	Michael Henrichsen was appointed as COO on November 1, 2013.
(4)	Transitional period from July 1, 2015 to December 31, 2015.
(5)	Ivan Bebek was appointed as Executive Chairman of the Company following the Company’s AGM on June 16, 2016.

Incentive Plan Awards

Outstanding Share-based Awards and Option-based Awards

No share-based awards have been granted to any of the NEOs of the Company. The following table sets out all option-based awards outstanding as at December 31, 2016, for each NEO:

	Option-based Awards
	Number of securities			Value of
	underlying unexercised	Option	Option	unexercised in-the-
Name	options	exercise price ⁽¹⁾	expiration date	money options ⁽¹⁾⁽²⁾
	(#)	($)	(M/D/Y)	($)
Ivan Bebek	200,000 ⁽³⁾	2.63	June 20, 2021	66,000
	130,000 ⁽⁴⁾	1.30	August 17, 2020	215,800
	170,000 ⁽⁵⁾	0.51	February 17, 2019	416,500
Shawn Wallace	200,000 ⁽³⁾	2.63	June 20, 2021	66,000
	130,000 ⁽⁴⁾	1.30	August 17, 2020	215,800
	170,000 ⁽⁵⁾	0.51	February 17, 2019	416,500
Peter Rees	150,000 ⁽³⁾	2.63	June 20, 2021	49,500
	100,000 ⁽³⁾	1.30	August 17, 2020	166,000
	100,000 ⁽¹⁾	0.51	February 17, 2019	245,000
Michael Henrichsen	155,000 ⁽³⁾	2.63	June 20, 2021	51,150
	75,000 ⁽⁴⁾	1.30	August 17, 2020	124,500
	170,000 ⁽⁵⁾	0.51	February 17, 2019	416,500

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Notes:
	(1)	As the last day of trading for the fiscal year ended December 31, 2016 was December 30, 2016 and the closing price of the Common Shares on December 30, 2016 was $2.96 per Common Share.
	(2)	The fair value of the share options granted in 2016 was estimated using the Black-Scholes option valuation model with the following assumptions: risk-free interest rate: 0.66%; expected dividend yield: Nil; stock price volatility: 81%; and expected life in years: 4.00.
	(3)	These options were granted on June 20, 2016.
	(4)	These options were granted on August 17, 2015.
	(5)	These options were granted on February 17, 2014.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets out the value vested or earned under incentive plans during the financial year ended December 31, 2016, for each NEO:

Name	Option-based awards – Value vested during the year ⁽¹⁾ ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Ivan Bebek	270,147	120,000
Shawn Wallace	203,396	120,000
Peter Rees	201,272	87,500
Michael Henrichsen	270,147	102,000

Note:
	(1)	The fair value of the share options granted in 2016 was estimated using the Black-Scholes option valuation model with the following assumptions: risk-free interest rate: 0.66%; expected dividend yield: Nil; stock price volatility: 81%; and expected life in years: 4.00.

See Securities Authorized under Equity Compensation Plans for further information on the Company’s Share Option Plan.

Pension Plan

The Company has no pension plans for its directors, officers or employees.

Termination and Change of Control Benefits

Each NEO has an Executive Employment Agreement whereby, in the event the Company experiences a change of control, each NEO shall have a special right to resign for good reason at any time within twelve (12) months after a Change in Control of the Company. A NEO sending notice of resignation under this section must provide one (1) month’s notice of such resignation.

In the event the NEO is terminated without just cause or resignation for good reason after change in control, within twelve (12) months after a Change in Control, the Company shall provide the NEO with the following, with all cash compensation payable within 5 business days of the NEO’s last day of work (the “Termination Date”):

	i.	the full amount of the instalments falling due in respect of the NEO’s Annual Salary through to the Termination Date, plus an amount equal to the amount, if any, of any accrued vacation pay, the amount of any reimbursable expenses and the amount, if any, of any other compensation actually accrued and then payable to the Executive which has not ben paid;

	ii.	any amount which has been fully earned and is payable to the NEO under any Bonus. If no such amount for the year in which termination occurs has been established as at the Termination Date, the amount paid as an incentive bonus for the immediately preceding year shall be used, on a pro rata basis for the portion of the year up to the Termination Date, for the purposes of determining the amount under this subsection (ii);

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	iii.	the NEO shall receive two times their annual salary;

	iv.	the Company shall continue at its cost the benefits then in effect for the Executive, other than disability insurance, until the earlier of twenty-four (24) months from the Termination date or the NEO obtaining comparable benefits through other employment. The Company shall pay the NEO an amount equal to twenty-four (24) months of the then-prevailing premiums for his disability insurance;

	v.	notwithstanding the terms of any stock option plan or agreement, all non-vested stock options held by the NEO shall vest as of the Termination date and the NEO shall be entitled to exercise all his stock options until the earlier of their normal expiry date or one (1) year after the Termination date; and

	vi.	outplacement services at a cost of the lesser of 10% of the NEO’s annual salary or $25,000.

In the event the triggering event took place on the last business day of the Company’s most recently completed financial year, the following gross payments would have become payable:

Name	Gross termination and change of control benefit ($)
Shawn Wallace	504,000
Ivan Bebek	451,500
Peter Rees	367,500
Michael Henrichsen	428,400

Director Compensation

As compensation during the most recently completed financial year ended December 31, 2016, Directors of the Company received option-based awards.

Incentive Plan Awards

Outstanding Option-based Awards

The following table sets out all option-based awards outstanding as at financial December 31, 2016 financial year end, for each director who was not a NEO of the Company:

	Option-based Awards
	Number of securities			Value of unexercised
	underlying unexercised	Option	Option	in-the-money
Name	options	exercise price	expiration date	options ⁽¹⁾⁽²⁾
	(#)	($)	(M/D/Y)	($)
Gordon J. Fretwell	50,000 ⁽³⁾	2.63	June 20, 2021	16,500
	60,000 ⁽⁴⁾	1.30	August 17, 2020	99,600
	70,000 ⁽⁵⁾	0.51	February 17, 2019	171,500
Steve Cook	50,000 ⁽³⁾	2.63	June 20, 2021	16,500
	60,000 ⁽⁴⁾	1.30	August 17, 2020	99,600
	70,000 ⁽⁵⁾	0.51	February 17, 2019	171,500
Keith Minty	50,000 ⁽³⁾	2.63	June 20, 2021	16,500
	60,000 ⁽⁴⁾	1.30	August 17, 2020	99,600
	70,000 ⁽⁵⁾	0.51	February 17, 2019	171,500
Antonio Arribas	50,000 ⁽³⁾	2.63	June 20, 2021	16,500
	130,000 ⁽⁴⁾	1.30	August 17, 2020	215,800
Daniel T. McCoy	50,000 ⁽³⁾	2.63	June 20, 2021	16,500
	26,750 ⁽⁴⁾	1.30	August 17, 2020	44,405

Notes:
(1)	As the last day of trading for the fiscal year ended December 31, 2016 was December 30, 2016, the closing price of the Common Shares on December 30, 2016 was $2.96 per Common Share.

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	(2)	The fair value of the share options granted in 2016 was estimated using the Black-Scholes option valuation model with the following assumptions: risk-free interest rate: 0.66%; expected dividend yield: Nil; stock price volatility: 81%; and expected life in years: 4.00.
	(3)	These options were granted on June 20, 2016.
	(4)	These options were granted on August 17, 2015.
	(5)	These options were granted on February 17, 2014.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets out the value vested or earned under incentive plans during the fiscal year ended December 31, 2016, for each director, excluding a director who is already set out in disclosure above as an NEO:

Name	Option-based awards – Value vested during the year ⁽¹⁾ ($)	Non-equity incentive plan compensation – Value earned during the year ($)


Gordon J. Fretwell	76,179	Nil
Steve Cook	76,179	Nil
Keith Minty	76,179	Nil
Antonio Arribas	98,176	Nil
Daniel T. McCoy	79,321	Nil
Michael Kosowan ⁽²⁾	Nil	Nil

Notes:
	(1)	The fair value of the share options granted in 2016 was estimated using the Black-Scholes option valuation model with the following assumptions: risk-free interest rate: 0.66%; expected dividend yield: Nil; stock price volatility: 81%; and expected life in years: 4.00.
	(2)	Michael Kosowan was appointed to the position of director on November 30, 2016 and was not granted any options during the fiscal year ended December 31, 2016.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The 2011 Plan is known as a rolling plan as will be the 2017 Plan. Under a rolling plan, options totalling a maximum fixed number (10% for both the 2011 Plan and the 2017 Plan) of the Common Shares issued and outstanding from time to time are available for grant. The only material differences between the original 2011 Plan and its 2016 amendment are that before the amendment options could be granted at a price which was a discount to the market however neither the amended 2011 Plan nor the 2017 Plan permit a grant below the undiscounted (five day volume weighted) market price. Other changes to the 2011 Plan necessitated by the TSX listing included additional restrictions on the ability of the Board to amend the terms of issued options and/or amending the 2011 Plan itself. Under TSX policies rolling stock option plans must be approved every three years by the shareholders of the Company.

Material Terms of the 2011 Plan

The following is a summary of the material terms of the 2011 Plan:

	(a)	persons who are bona fide Service Providers (as defined in the 2011 Plan) to the Company or its affiliates, or who are providing services to the Company or its affiliates, are eligible to receive grants of options;

	(b)	options granted under the 2011 Plan are non-assignable and non-transferable and are issuable for a period of up to 10 years;

	(c)	an Option granted to any Service Provider will expire within ninety days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option), after the date the Optionee ceases to be employed by or provide services to the Company, but only to the extent that such Option was vested at the date the Optionee ceased to be so employed by or to provide services to the Company;

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	(e)	if an Optionee dies, any vested option held by him or her at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such option;

	(f)	in the case of an Optionee being dismissed from employment or service for cause, such Optionee’s options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same;

	(g)	the exercise price of each option will be set by the Board on the effective date of the option and will not be less than the Market Price (as defined, which is the 5 day volume weighted average market price);

	(h)	vesting of options shall be at the discretion of the Board, and will generally be subject to: (i) the Service Provider remaining employed by or continuing to provide services to the Company or its affiliates for a minimum period, as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or its affiliates during the vesting period; or (ii) the Service Provider remaining as a director of the Company or its affiliates during the vesting period;

	(i)	Options granted will not be assignable and will not be transferable;

	(j)	the Company, may from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law; and

	(k)	the Board reserves the right, subject to any necessary TSX approval, in its discretion to amend, suspend, terminate or discontinue the 2011 Plan in respect of options which have not yet been granted under it.

A copy of the 2011 Plan has been filed at, and can be downloaded from, the Company’s SEDAR profile at www.sedar.com.

Proposal to Approve 2017 Plan

At the Meeting the Shareholders will be asked to approve the 2017 Plan (dated for reference April 12, 2017), which if approved will remain in effect until the third anniversary of the Meeting. See disclosure under “ Particulars of Matters to be Acted upon – Approval of 2017 Share Option Plan ” for the material terms of the 2017 Plan.

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The following table sets out equity compensation plan information as at the December 31, 2016 fiscal year end.

Equity Compensation Plan Information

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by securityholders	4,753,000	$1.77	1,926,682
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	4,753,000	$1.77	1,926,682

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Company were indebted to the Company as of the end of the most recently completed financial year or as at the date hereof.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

This Information Circular briefly describes (and, where practicable, states the approximate amount) of any material interest, direct or indirect, of any informed person of the Company, any proposed director of the Company, or any associate or affiliate of any informed person or proposed director, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

MANAGEMENT CONTRACTS

There are no management functions of the Company, which are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

Approval of 2017 Share Option Plan

The Board is of the view that its incentive share option plan required updating to reflect the efficiencies available to U.S. resident Optionees (“US Optionees”) under the United States tax laws. At the Meeting the Company will ask the Shareholders to consider, and if thought fit, approve a resolution to adopt a new incentive share option plan (the “2017 Plan”), which 2017 Plan will replace the current 2011 Plan, and will allow the Company to adjust its compensation strategies to include the U.S. taxation regime.

The 2017 Plan accommodates the different tax consequences and tax withholding requirements arising from the Income Tax Act (Canada) and U.S. Internal Revenue Code of 1986 , as amended from time to time, including any successor legislation thereto, and which are available under share incentives as they relate to each Canadian Optionee or US Optionee, respectively. In particular, the 2017 Plan addresses U.S. tax responsibilities of US Optionees and US Taxpayers in addition to Canadian tax withholding procedures for Canadian Optionees. The 2017 Plan also includes a new separate form of option commitment applicable to the relevant tax regime, being in the form either of Schedule A for Canadian Optionees, or for US Optionees, Schedule B to the 2017 Plan. The 2017 Plan also has an aggregate maximum number of 2,000,000 Common Shares to be issued pursuant to Incentive Stock Options granted to US Optionees.

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Under the 2017 Plan, as outstanding options are exercised, additional Options may be granted to replace the exercised Options. In addition, as the number of issued and outstanding Common Shares of the Company increases, the number of Options available for granting to eligible optionees will increase. As at the date hereof there are Options outstanding to purchase an aggregate of 5,116,750 Common Shares representing approximately 6.68% of Common Shares outstanding. Accordingly, there are a further 2,544,384 Common Shares available for reserve for grant of Options under the 2017 Plan representing approximately 3.32% of the Common Shares outstanding. At the Record Date, April 12, 2017, there were 251,750 Options granted to US Optionees. Accordingly, there are a further 1,748,250 Common Shares available for reserve for grant of Options to US Optionees within the maximum available under the 2017 Plan.

The following is a summary of the material terms of the 2017 Plan:

(a)	Persons who are directors, officers, employees, consultants to the Company or its affiliates, or who are employees of a management company providing services to the Company are eligible to receive grants of options under the 2017 Plan.

(b)	Options may be granted only to an individual or to a company that is owned by individuals eligible for an option grant. If an Option is granted to a company, that company must undertake that it will not permit any transfer of its shares, nor issue further shares, to any other individual or entity as long as the incentive stock option remains in effect.

(c)	All Options granted under the 2017 Plan will be exercisable only by the Optionee to whom they have been granted and the Options are non-assignable and non-transferable, except in the case of the death of an Optionee, whereby any vested Option held by the deceased Optionee at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option.

(d)	Vesting of Options is determined by the Board and subject to the following:

	•	where an Optionee has left the Company’s employ/office or has been advised their services are no longer required or their service contract has expired, subject to other provisions set out in the 2017 Plan, vested Options shall expire 90 days after the date the Optionee ceases to be employed by, provide services to, or be a director or officer of, the Company and all unvested Options shall immediately terminate without right to exercise same;

	•	in the case of an Optionee being dismissed from employment or service for cause, Options owned by such Optionee, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same;

	•	in the event of a change of control occurring, Options granted to directors and officers which are subject to vesting provisions shall be deemed to have immediately vested upon the occurrence of the change of control; and

	•	in the event of a director not being nominated for re-election as a director of the Company, although consenting to act and being under no legal incapacity which would prevent the director from being a member of the Board, Options granted which are subject to a vesting provision shall be deemed to have vested on the date of the shareholder meeting at which the director is not re- elected;

(e)

All Options granted under the 2017 Plan are exercisable for a period of up to [5] years and will vest at the discretion of the Board, provided that the term of such Options may be extended in circumstances where the expiry date otherwise falls during a black-out period (defined below) as determined in accordance with the Company’s policies or applicable securities legislation, and subject to:

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	(i)	the Optionee remaining employed by or continuing to provide services to the Company or any of its subsidiaries and affiliates as well as, at the discretion of the Board, achieving certain milestones, which may be defined by the Board from time to time, or receiving a satisfactory performance review by the Company or its subsidiary or affiliate during the vesting period; or

	(ii)	remaining as a director of the Company or any of its subsidiaries or affiliates during the vesting period.

A “blackout period” is any period of time during which a Participant (as defined in the 2017 Plan) is unable to trade securities of the Company as a consequence of the implementation of a general restriction on such trading by an authorized Officer or Director pursuant to the Company’s governance policies that authorize general and/or specific restrictions on trading by Service Providers in circumstances where there may exist undisclosed material changes or undisclosed material facts in connection with the Company’s affairs. The term of an Option will expire on its Expiry Date as defined in the 2017 Plan unless the Expiry Date occurs during a blackout period or within five business days after the expiry of the blackout period, then the Expiry Date for that Option is automatically adjusted, at the discretion of the Board, to extend it to the date that is the tenth business day after the date the blackout period expires.

(f)	The exercise price of an Option is established by the Board at the time the Option is granted, provided that the minimum exercise price shall not be less than the market price being the weighted average trading price of the Common Shares on the TSX for the five trading days preceding the date of the grant.

(g)	The number of Common Shares that may be issuable to directors who are independent directors of the Company, which when combined with all of the Company’s other share compensation arrangements currently in effect for their benefit, may not exceed 1% of the Company’s outstanding Common Shares.

(h)	The 2017 Plan is subject to the following restrictions, though the Company may seek disinterested shareholder approval to cure such limitations:

	i.	the number of Common Shares that may be issued to Insiders as a group under the 2017 Plan, when combined with Common Shares that may be issued to Insiders under all other Share Compensation Arrangements of the Company, may not exceed 10% of the issued Common Shares within any 12 month period;

	ii.	the number of Common Shares issuable to Insiders as a group under the 2017 Plan, when combined with Common Shares issuable to Insiders under all other Share Compensation Arrangements of the Company, may not exceed 10% of the Company’s issued Common Shares;

	iii.	Common Shares being issuable to Directors who are independent Directors (as defined in §§1.4 and 1.5 of National Instrument 52-110 – Audit Committees ) of the Company, which when combined with all other Share Compensation Arrangements of the Company currently in effect for their benefit (for avoidance of doubt excluding any previously exercised Options or any other Share Compensation Arrangement already paid), may not collectively exceed 1% of the Outstanding Shares and may not exceed for each individual, a value of $100,000 in any 12 month period; provided as well that Common Shares issuable under Options and any other Share Compensation Arrangements currently in effect which have been granted to:

	•	any Director who was non-independent at the time of grant of Options but who subsequently became an independent Director; and

	•	any Director who was an independent director at the time of grant of Options but subsequently becomes a non-independent Director; shall in either such case, be excluded from the calculation of 1% of the Outstanding Shares issuable under the Plan;

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iv.

Disinterested Shareholder approval shall be required in respect of:

	•	any amendment which reduces the Exercise Price of an Option;

	•	any amendment to extend the term of an Option;

	•	amendments to increase any of the limits on the number of Options that may be granted;

	•	any amendment to eligible Participants that may permit an increase to the proposed limit on independent Director participation;

	•	any amendment to the transferability or assignability of an Option;

	•	any amendment to Plan section 2.9 - Terms or Amendments Requiring Disinterested Shareholder Approval; and

	•	any amendments required to be approved by shareholders under applicable law.

no exercise price of an Option granted to an Insider may be reduced nor the term of an Option granted to an Insider extended without approval of the disinterested shareholders of the Company.

Amendment of the Plan by the Board of Directors

(i)	Subject to TSX Policy requirements and the prior receipt of any necessary Regulatory Approval, the Board may in its absolute discretion, without shareholder approval, amend or modify the Plan or any Option granted as follows:

	i.	it may make amendments which are of a typographical, grammatical or clerical nature;

	ii.	it may change the vesting provisions of an Option granted hereunder;

	iii.	it may change the termination provision of an Option granted hereunder which does not entail an extension beyond the original Expiry Date of such Option;

	iv.	it may add a cashless exercise feature payable in cash or Common Shares;

	v.	it may make amendments necessary as a result of changes in securities laws applicable to the Company; and

	vi.	if the Company becomes listed or quoted on a stock exchange or stock market senior to the TSX, it may make such amendments as may be required by the policies of such senior stock exchange or stock market.

(j)	The 2017 Plan includes clarification of notification procedures for a Take-Over Bid (under National Policy 62-203 – Take-Over Bids and Issuer Bids ), the related vesting requirements and the criteria by which the Board may determine the success of a Take-Over Bid.

Definitions:

A "disinterested shareholder" means a shareholder that is not an Insider to whom Options may be granted under the Plan and they are not an Associate of an Insider.

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An "Insider" is a director or an officer of the Company, a director or an officer of a company that is itself an Insider or a subsidiary of an Insider, or a person that has beneficial ownership of and/or control or direction, either directly or indirectly, over, securities of the Company carrying more than 10% of the voting rights attached to all the Company’s outstanding voting securities.

Authorization Required for Continuation of the Option Plan Every Three Years

Under TSX Policies listed companies with stock option plans that reserve a percentage of the issued and outstanding voting securities in the capital stock of such listed company from time to time for the issuance of options pursuant to the listed company’s stock option plan, must obtain shareholder approval to continuation of the plan at every third annual meeting of the shareholders of the listed company. All previously allocated options granted under the listed issuer’s current option plan will continue unaffected by approval or disapproval of the resolution.

Resolution to Adopt the 2017 Plan for Three Years

To be effective, the resolution to approve and ratify adoption of the 2017 Plan must be approved by not less than a simple majority of the votes cast by the holders of Common Shares present in person, or represented by proxy, at the Meeting (an “ordinary resolution”).

The text of the resolution to ratify and approve adoption of the 2017 Plan to be submitted to Shareholders at the Meeting is set forth below:

“Be it RESOLVED as an ordinary resolution that:

	a.	the adoption of the Company’s incentive share option plan dated for reference April 12, 2017 (the “2017 Plan”), filed at www.sedar.com as of the date hereof, be and is hereby ratified and approved; and

	b.	the currently issued options under the Company’s current share option plan adopted April 29, 2011 (the “2011 Plan”) be deemed to be authorized and issued pursuant to the 2017 Plan;

	c.	the currently available and unallocated options issuable pursuant to the Company’s 2011 Plan are hereby authorized for issuance under the 2017 Plan; and

	d.	the 2017 Plan remain in effect until the third anniversary of the Company’s shareholder meeting held June 1, 2017 (the “Meeting”) (and all options granted thereunder before the third anniversary of the Meeting remain valid), but no further options may be granted under the 2017 Plan after the third anniversary of the Meeting unless the shareholders approve its continuation prior to that date.”

The Company currently expects that the 2017 Plan will be resubmitted to the shareholders to be ratified and approved for continuation at the Company’s 2020 annual shareholders meeting.

Result if Resolution Not Passed

If the resolution to ratify and approve the 2017 Plan is not passed, the Company will only be able to grant options after the date of the Meeting which are subject to a condition that such options must first receive specific shareholders approval before they can be exercised.

Recommendation

The Board unanimously recommends the approval of the resolution to adopt the 2017 Plan as incentive options are an important element of corporate compensation and the inability to grant them would put the Company at a severe competitive disadvantage in attracting and retaining talented personnel. The tax treatments available and limitations available under the 2017 Plan make it a more tax efficient option plan than the Company’s 2011 Plan.

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Unless otherwise indicated on the form of Proxy received by the Company, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, in favour of the resolution to approve and ratify adoption of the 2017 Plan to be effective for three years.

B.	Alteration to Articles

Introduction

The Board proposes that the Articles of the Company (the “ Articles ”) be altered to include an advance notice provision (the “ Advance Notice Provision ”), which will: (i) facilitate orderly and efficient annual general or, where the need arises, special, meetings; (ii) ensure that all shareholders receive adequate notice of the director nominations and sufficient information with respect to all nominees; and (iii) allow shareholders to register an informed vote. The full text of the proposed alteration of the Articles to include the Advance Notice Provision is set out in Schedule “A” to this Information Circular.

Purpose of the Advance Notice Provision

The purpose of the Advance Notice Provision is to foster a variety of interests of the shareholders and the Company by ensuring that all shareholders - including those participating in a meeting by proxy rather than in person - receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. The Advance Notice Provision is the framework by which the Company seeks to fix a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company for the notice to be in proper written form.

Effect of the Advance Notice Provision

Subject only to the BCA and the Articles, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the Board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors: (a) by or at the direction of the Board, including pursuant to a notice of meeting; (b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the BCA, or a requisition of the shareholders made in accordance with the provisions of the BCA; or (c) by any person (a “ Nominating Shareholder ”): (A) who, at the close of business on the date of the giving of the notice provided for below in the Advance Notice Provision and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth below in the Advance Notice Provision.

In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the Corporate Secretary of the Company at the principal executive offices of the Company.

To be timely, a Nominating Shareholder’s notice to the Corporate Secretary of the Company must be made: (a) in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 40 days after the date (the “ Notice Date ”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the tenth (10th) day following the Notice Date; and (b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made. In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described above. Notwithstanding the foregoing, the Board may, in its sole discretion, waive the time periods summarized above.

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To be in proper written form, a Nominating Shareholder’s notice to the Corporate Secretary of the Company must set forth: (a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (A) the name, age, business address and residential address of the person; (B) the principal occupation or employment of the person; (C) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; (D) a statement as to whether such person would be “independent” of the Company (within the meaning of applicable securities law) if elected as a director at such meeting and the reasons and basis for such determination; and (E) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the BCA and Applicable Securities Laws (as defined below); and (b) as to the Nominating Shareholder giving the notice, the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the Nominating Shareholder as of the record date for the meeting (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the BCA and Applicable Securities Laws (as defined below).

To be eligible to be a candidate for election as a director of the Company and to be duly nominated, a candidate must be nominated in the manner prescribed in the Advance Notice Provision and the candidate for nomination, whether nominated by the Board or otherwise, must have previously delivered to the Corporate Secretary of the Company at the principal executive offices of the Company, not less than 5 days prior to the date of the meeting, a written representation and agreement (in form provided by the Company) that such candidate for nomination, if elected as a director of the Company, will comply with all applicable corporate governance, conflict of interest, confidentiality, share ownership, majority voting and insider trading policies and other policies and guidelines of the Company applicable to directors and in effect during such person’s term in office as a director (and, if requested by any candidate for nomination, the Corporate Secretary of the Company shall provide to such candidate for nomination all such policies and guidelines then in effect).

No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of the Advance Notice Provision; provided, however, that nothing in the Advance Notice Provision shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the BCA. The Chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

For purposes of the Advance Notice Provision: (a) “public announcement” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com; and (b) “Applicable Securities Laws” means the Securities Act (British Columbia) and the equivalent legislation in the other provinces and in the territories of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each applicable provinces and territories of Canada.

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Notwithstanding any other provision of the Advance Notice Provision, notice or any delivery given to the Corporate Secretary of the Company pursuant to the Advance Notice Provision may only be given by personal delivery, facsimile transmission or by email (provided that the Corporate Secretary of the Corporation has stipulated an email address for purposes of this notice, at such email address as stipulated from time to time), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the Corporate Secretary at the address of the principal executive offices of the Company; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

Vote Required and Recommendation of the Board

Under the Articles and the BCA, the alteration of the Company’s Articles requires the approval of at least the majority of the votes cast in person or represented by proxy at the Meeting by the shareholders of the Company by an ordinary resolution. Accordingly, shareholders will be asked at the Meeting to vote on an ordinary resolution, the text of which is set forth below (the “ Advance Notice Provision Resolution ”), to approve the alteration of the Articles of the Company to include the Advance Notice Provision.

The Board has concluded that the Advance Notice Provision is in the best interests of the Company and its shareholders. Accordingly, the Board unanimously recommends that the shareholders ratify, confirm and approve an alteration of the Company’s Articles by voting FOR the Advance Notice Provision Resolution at the Meeting. Except where a Shareholder who has given the proxy directs that his or her Common Shares be voted against such resolution, the appointees named in the accompanying Form of Proxy will vote the Common Shares represented by such proxy FOR such resolution.

“ BE IT RESOLVED as a special resolution that:

	1.	The Articles of the Company (the “Articles”) be altered as and at Article 14.12 of the Articles by adding the text substantially as set forth in Schedule “A” to the Information Circular of the Company prepared for the Annual General and Special Meeting held June 1, 2017;

	2.	The Board of Directors (the “Board”) of the Company be authorized to revoke this special resolution and abandon or terminate the alteration of the Articles if the Board deems it appropriate and in the best interests of the Company to do so without further confirmation, ratification or approval of the shareholders; and

	3.	Any one director or officer of the Company be and is hereby authorized and directed to do all such acts and things and to execute and deliver, under the corporate seal of the Company or otherwise, all such deeds, documents, instruments and assurances as in his or her opinion may be necessary or desirable to give effect to the foregoing resolutions.”

Recommendation

The Board unanimously recommends the Shareholders approve the resolution to alter the Articles of the Company to adopt the Advance Notice Provisions.

Unless otherwise indicated on the form of Proxy received by the Company, the persons designated as proxyholders in the accompanying form of proxy will vote the Common Shares represented by such form of proxy, properly executed, in favour of the special resolution to alter the Articles to adopt the Advance Notice Provisions.

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ADDITIONAL INFORMATION

Financial information is provided in the audited financial statements of the Company for the year ended December 31, 2016 and the related management discussion and analysis both of which were filed under the Company’s SEDAR profile at www.Sedar.com on March 29, 2017.

A Shareholder may obtain additional information upon request without charge from the Company’s Chief Financial Officer at Suite 600, 1199 West Hastings Street, Vancouver, B.C. V6E 3T5, telephone: 778-729-0600 or fax: 778-729-0650 and is also available via the Internet on SEDAR at www.Sedar.com . The Company may require payment of a reasonable charge from any person or company who is not a securityholder of the Company, who requests a copy of any such document.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of mailing of this Information Circular.

The contents of this Information Circular and its distribution to shareholders have been approved by the Board of the Company.

DATED at Vancouver, British Columbia, April 20, 2017.

BY ORDER OF THE BOARD

“Shawn Wallace”

Shawn Wallace
President and Chief Executive Officer

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Schedule “A”

to the Information Circular prepared for the June 1, 2017 Annual General and Special Meeting of

AURYN RESOURCES INC.

Alteration of Articles to add the following §14.12

“Nomination of Directors

14.12 Subject only to the Act, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company.

(a) Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting):

(i) by or at the direction of the board or an authorized officer of the Company, including pursuant to a notice of meeting;

(ii) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act or a requisition of the shareholders made in accordance with the provisions of the Act; or

(iii) by any person (a “ Nominating Shareholder ”) (A) who, at the close of business on the date of the giving of the notice provided for below in this §14.12 and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and (B) who complies with the notice procedures set forth below in this §14.12.

(b) In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, such person must have given (i) timely notice thereof in proper written form to the Corporate Secretary of the Company at the principal executive offices of the Company in accordance with this §14.12 and (ii) the representation and agreement with respect to each candidate for nomination as required by, and within the time period specified in §14.12(e) .

(c) To be timely under §14.12(b)(i), a Nominating Shareholder’s notice to the Corporate Secretary of the Company must be made:

(i) in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is called for a date that is less than 40 days after the date (the “ Notice Date ”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the tenth (10th) day following the Notice Date; and

(ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

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(iii) Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this §14.12(c) .

(d) To be in proper written form, a Nominating Shareholder’s notice to the Corporate Secretary of the Company, under §14.12(b)(i) must set forth:

(i) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment of the person, (C) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as of the record date for the Meeting of Shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, (D) a statement as to whether such person would be “independent” of the Company (within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, as such provisions may be amended from time to time) if elected as a director at such meeting and the reasons and basis for such determination and (E) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws; and

(ii) as to the Nominating Shareholder giving the notice, (A) any information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws, and (B) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the Nominating Shareholder as of the record date for the Meeting of Shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice.

(e) To be eligible to be a candidate for election as a director of the Company and to be duly nominated, a candidate must be nominated in the manner prescribed in this §14.12 and the candidate for nomination, whether nominated by the board or otherwise, must have previously delivered to the Corporate Secretary of the Company at the principal executive offices of the Company, not less than 5 days prior to the date of the Meeting of Shareholders, a written representation and agreement (in form provided by the Company) that such candidate for nomination, if elected as a director of the Company, will comply with all applicable corporate governance, conflict of interest, confidentiality, share ownership, majority voting and insider trading policies and other policies and guidelines of the Company applicable to directors and in effect during such person’s term in office as a director (and, if requested by any candidate for nomination, the Corporate Secretary of the Company shall provide to such candidate for nomination all such policies and guidelines then in effect).

(f) No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this §14.12; provided, however, that nothing in this §14.12 shall be deemed to preclude discussion by a shareholder (as distinct from nominating directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

(g) For purposes of this §14.12:

(i) “ Affiliate ”, when used to indicate a relationship with a person, shall mean a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person;

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(ii) “ Applicable Securities Laws ” means the Securities Act (British Columbia) and the equivalent legislation in the other provinces and in the territories of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each of the applicable provinces and territories of Canada;

(iii) “ Associate ”, when used to indicate a relationship with a specified person, shall mean (A) any corporation or trust of which such person owns beneficially, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of such corporation or trust for the time being outstanding, (B) any partner of that person, (C) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity, (D) a spouse of such specified person, (E) any person of either sex with whom such specified person is living in conjugal relationship outside marriage or (F) any relative of such specified person or of a person mentioned in clauses (D) or (E) of this definition if that relative has the same residence as the specified person;

(iv) “ Derivatives Contract ” shall mean a contract between two parties (the “Receiving Party” and the “Counterparty”) that is designed to expose the Receiving Party to economic benefits and risks that correspond substantially to the ownership by the Receiving Party of a number of shares in the capital of the Company or securities convertible into such shares specified or referenced in such contract (the number corresponding to such economic benefits and risks, the “Notional Securities”), regardless of whether obligations under such contract are required or permitted to be settled through the delivery of cash, shares in the capital of the Company or securities convertible into such shares or other property, without regard to any short position under the same or any other Derivatives Contract. For the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stocks approved for trading by the appropriate governmental authority shall not be deemed to be Derivatives Contracts;

(v) “ Meeting of Shareholders ” shall mean such annual shareholders meeting or special shareholders meeting, whether general or not, at which one or more persons are nominated for election to the board by a Nominating Shareholder;

(vi) “ owned beneficially ” or “ owns beneficially ” means, in connection with the ownership of shares in the capital of the Company by a person, (A) any such shares as to which such person or any of such person’s Affiliates or Associates owns at law or in equity, or has the right to acquire or become the owner at law or in equity, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, upon the exercise of any conversion right, exchange right or purchase right attaching to any securities, or pursuant to any agreement, arrangement, pledge or understanding whether or not in writing; (B) any such shares as to which such person or any of such person’s Affiliates or Associates has the right to vote, or the right to direct the voting, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, pursuant to any agreement, arrangement, pledge or understanding whether or not in writing; (C) any such shares which are beneficially owned, directly or indirectly, by a Counterparty (or any of such Counterparty’s Affiliates or Associates) under any Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract) to which such person or any of such person’s Affiliates or Associates is a Receiving Party; provided, however that the number of shares that a person owns beneficially pursuant to this clause (C) in connection with a particular Derivatives Contract shall not exceed the number of Notional Securities with respect to such Derivatives Contract; provided, further, that the number of securities owned beneficially by each Counterparty (including their respective Affiliates and Associates) under a Derivatives Contract shall for purposes of this clause be deemed to include all securities that are owned beneficially, directly or indirectly, by any other Counterparty (or any of such other Counterparty’s Affiliates or Associates) under any Derivatives Contract to which such first Counterparty (or any of such first Counterparty’s Affiliates or Associates) is a Receiving Party and this proviso shall be applied to successive Counterparties as appropriate; and (D) any such shares which are owned beneficially within the meaning of this definition by any other person with whom such person is acting jointly or in concert with respect to the Company or any of its securities; and

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(vii) “ public announcement ” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company or its agents under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com.

(h) Notwithstanding any other provision to this §14.12, notice or any delivery given to the Corporate Secretary of the Company pursuant to this §14.12 may only be given by personal delivery, facsimile transmission or by email (provided that the Corporate Secretary of the Company has stipulated an email address for purposes of this notice, at such email address as stipulated from time to time), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the Corporate Secretary at the address of the principal executive offices of the Company; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

(i) In no event shall any adjournment or postponement of a Meeting of Shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described in §14.12(c) or the delivery of a representation and agreement as described in §14.12(e) .”


	510 Burrard St, 3rd Floor
Date: March 16, 2017	Vancouver BC, V6C 3B9
	www.computershare.com

To: All Canadian Securities Regulatory Authorities

Subject: AURYN RESOURCES INC.

Dear Sir/Madam:

We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:

Meeting Type :	Annual General and Special Meeting
Record Date for Notice of Meeting :	April 12, 2017
Record Date for Voting (if applicable) :	April 12, 2017
Beneficial Ownership Determination Date :	April 12, 2017
Meeting Date :	June 01, 2017
Meeting Location (if available) :	TBD
Issuer sending proxy related materials directly to NOBO:	No
Issuer paying for delivery to OBO:	No

Notice and Access (NAA) Requirements:
	NAA for Beneficial Holders	Yes
	Beneficial Holders Stratification Criteria:	Not Applicable
	NAA for Registered Holders	Yes
	Registered Holders Stratification Criteria:	Not Applicable

Voting Security Details:

Description	CUSIP Number	ISIN
COMMON SHARES	05208W108	CA05208W1086

Sincerely,

Computershare
Agent for AURYN RESOURCES INC.

Suite 600 – 1199 West Hastings Street

Vancouver, British Columbia, V6E 3T5

Telephone No.: 778-729-0600 Fax No.: 778-729-0650

INFORMATION CIRCULAR

as at April 25, 2016 (unless otherwise indicated)

This Information Circular is furnished in connection with the solicitation of proxies by the management of Auryn Resources Inc. (the “Company”) for use at the annual general meeting (the “Meeting”) of its shareholders to be held on June 16, 2016 at the time and place and for the purposes set forth in the accompanying notice of the Meeting.

GENERAL PROXY INFORMATION

Solicitation of Proxies

Notice-and-Access

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As the Company is a reporting issuer that is using the Notice-and-Access Provisions for a second time, it was not required to file a notification at least 25 days prior to the Record Date indicating its intent to use the Notice-and Access Provisions.

The Company will be delivering proxy-related materials to NOBOs directly with the assistance of Computershare Trust Company of Canada (“Computershare”). The Company will pay intermediaries for delivery of proxy-related materials to OBOs.

Any Shareholder who wishes to receive a paper copy of this Information Circular must make contact with the Company at Suite 600 – 1199 West Hastings Street, Vancouver, British Columbia, Tel: (778) 729-0600 or Fax: (778) 729-0650. In order to ensure that a paper copy of the Information Circular can be delivered to a requesting Shareholder in time for such Shareholder to review the Information Circular and return a proxy or voting instruction form prior to the deadline for receipt of Proxies at 10 a.m. on June 14, 2016 (the “Proxy Deadline”), it is strongly suggested that a Shareholder ensure their request is received by the Company no later than May 31, 2016.

Appointment of Proxyholders

Voting by Proxyholder

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	(a)	each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors;

	(b)	any amendment to or variation of any matter identified therein; and

	(c)	any other matter that properly comes before the Meeting.

Registered Shareholders

Registered shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. A registered shareholder may submit a proxy using one of the following methods:

	(a)	complete, date and sign the Proxy and return it to the Company’s transfer agent, Computershare Trust Company of Canada (“Computershare”), by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524, or by mail to 8 ^th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 or by hand delivery at 2 ^nd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9; or

	(b)	use a touch-tone phone to transmit voting choices to the toll free number given in the proxy. Registered shareholders who choose this option must follow the instructions of the voice response system and refer to the enclosed proxy form for the toll free number, the holder’s account number and the proxy access number; or

	(c)	log on to Computershare’s website at, www.investorvote.com . Registered shareholders must follow the instructions provided on the website and refer to the enclosed proxy form for the holder’s account number and the proxy access number.

Beneficial Shareholders

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These securityholder materials are being sent to both registered and non-registered owners of the securities of the Company utilizing the Notice-and-Access Provisions. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of securities, were obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.

By choosing to send these materials to you directly utilizing the Notice-and-Access Provisions, the Company (and not the intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your VIF as specified in the request for voting instructions that was sent to you.

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure their Common Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the Proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the intermediaries on how to vote on your Common Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in Canada and the United States. Broadridge mails a Voting Instruction Form (“VIF”), in lieu of the Proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting and that person may be you. To exercise this right, insert the name of the desired representative (which may be you) in the blank space provided in the VIF and return the completed VIF to Broadridge either by mail or facsimile. Broadridge will then tabulate the results of all instructions received and provide appropriate instructions respecting the voting of Common Shares to be represented at the Meeting and the appointment of any Shareholder’s representative. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted, or to have an alternate representative duly appointed by you attend the Meeting and vote your Common Shares at the Meeting.

Notice to Shareholders in the United States

The solicitation of proxies involve securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia), as amended, certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

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Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a proxy may revoke it by:

(a)	executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Registered Shareholder or the Registered Shareholder’s authorized attorney in writing, or, if the Shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Computershare Trust Company of Canada, or at the address of the registered office of the Company at 1500 Royal Centre, 1055 West Georgia Street, P. O. Box 11117, Vancouver, British Columbia, V6E 4N7, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or

(b)	personally attending the Meeting and voting the Registered Shareholder’s Common Shares.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Board has fixed April 25, 2016 as the record date (the “Record Date”) for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Common Shares of the Company are listed for trading on the TSX Venture Exchange (the “TSXV”). The Company is authorized to issue an unlimited number of Common Shares. As of The Record Date, there were 49,124,979 Common Shares issued and outstanding, each carrying the right to one vote. There are no Common Shares held in escrow. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares. The Company is also authorized to issue an unlimited number of preferred shares. There were no preferred shares issued and outstanding as at The Record Date.

To the knowledge of the directors and executive officers of the Company, there are no persons or corporations that 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 of the Company as at the Record Date.

VOTES NECESSARY TO PASS RESOLUTIONS

ELECTION OF DIRECTORS

The size of the Board of the Company was last set at six by ordinary resolution of the shareholders on April 9, 2015. Following the last annual general meeting, on August 17, 2015 and pursuant to the Articles of the Company the Board appointed a seventh director. Accordingly, the Board proposes that the number of directors to be elected at the meeting be set at seven. Shareholders will therefore be asked to approve a resolution that the number of persons to be elected as director at the Meeting be set at seven.

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The term of office of each of the current directors will end at the conclusion of the Meeting. Unless the director’s office is vacated earlier in accordance with the provisions of the Business Corporations Act ( British Columbia) (“BCA”), each director elected will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

Name of Nominee; Current Position with the Company and Province or State and Country of Residence	Period as a Director of the Company	Common Shares Beneficially Owned or Controlled ⁽¹⁾
Shawn Wallace President, Chief Executive Officer, Director British Columbia, Canada	Since May 7, 2013	3,318,333 ⁽⁵⁾
Ivan James Bebek ⁽²⁾ Director British Columbia, Canada	Since November 2, 2009	3,664,233 ⁽⁶⁾
Steve Cook ⁽²⁾ ^{(3) (4)} Director British Columbia, Canada	Since October 28, 2013	665,200 ⁽⁷⁾
Gordon J. Fretwell ⁽²⁾ ^{(3) (4)} Director British Columbia, Canada	Since October 28, 2013	45,384 ⁽⁸⁾
Keith Minty Director British Columbia, Canada	Since October 28, 2013	110,000 ⁽⁹⁾
Daniel T. McCoy ⁽³⁾⁽⁴⁾ Director Nevada, USA	Since February 26, 2015	180,000 ⁽¹⁰⁾
Antonio Arribas Director Michigan, USA	Since August 17, 2015	Nil ⁽¹¹⁾

Notes:

	(1)	The information as to principal occupation, business or employment and Common Shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees.
	(2)	Member of Audit Committee.
	(3)	Member of Compensation Committee.
	(4)	Member of Nominating and Governance Committee.
	(5)	Mr. Wallace holds options to purchase 300,000 Common Shares.
	(6)	Mr. Bebek holds options to purchase 300,000 Common Shares.
	(7)	645,200 of these Common Shares are held by SMCook Legal Services Law Corporation, a company over which Mr. Cook has control and direction. Mr. Cook holds options to purchase an aggregate of 130,000 Common Share. SMCook Legal Services Law Corporation holds Warrants to purchase 250,000 Common Shares.
	(8)	Mr. Fretwell holds options to purchase 130,000 Common Shares.
	(9)	Mr. Minty holds options to purchase 130,000 Common Shares.
	(10)	Mr. McCoy holds options to purchase 43,750 Common Shares.
	(11)	Mr. Arribas holds options to purchase 130,000 Common Shares.

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Occupation, Business or Employment of Nominees

Shawn Wallace – Mr. Wallace is President, Chief Executive Officer and Director to the Company. Mr Wallace has been involved in all aspects of the mining industry, from mineral exploration and project management, to financing, mergers & acquisitions, and corporate development. Over the past 25 years, Mr. Wallace has been instrumental in building numerous high-quality mineral exploration, development, and production stage companies including co-founding Cayden Resources, which was acquired by Agnico Eagle Mining for $205 million in 2014. Mr. Wallace is also a co-founder and Director of Asanko Gold Inc. and Stratton Resources Inc.

Ivan James Bebek – Mr. Bebek is Executive Chairman and Director to the Company. Mr. Bebek has over 15 years experience in financing, foreign negotiations, and acquisitions in the mineral exploration industry. His understanding of the capital markets and ability to position, structure and finance companies that he has been associated with has been instrumental in their successes. Mr. Bebek formerly was the President. CEO and co-founder of Cayden Resources Inc., which was sold to Agnico Eagle Mining Limited for $205 million in November 2014, a co-founder and a Director of Stratton Resources Inc. and a co-founder of Keegan Resources Inc. (now Asanko Gold).

Antonio Arribas – Antonio Arribas holds a BA and MSc in Geology from the Universidad de Salamanca and a PhD from the University of Michigan. He is a world-renowned expert in his field with over 20 years experience in the resources industry across multiple companies, commodities and geographic regions. Mr. Arribas has held a variety of positions including Vice President Geoscience at BHP Billiton Minerals Exploration in Singapore (2013), Senior Manager Geosciences at Newmont Mining Corp. (2012) in Denver, Colorado, and Exploration Manager South America at Placer Dome Exploration in Reno, Nevada (2006). Mr. Arribas is currently a Professor at the Graduate School of Mineral Resource Sciences of Akita University, Japan. He is an experienced lecturer and has contributed to over 40 publications. In 2013, Mr. Arribas was elected President of The Society of Economic Geologists, Inc., where he continues to be a member.

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Cease Trade Orders and Bankruptcy

	(a)	subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days;

	(b)	subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under the securities legislation, for a period of more than 30 consecutive days;

	(c)	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; or has 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 proposed director;

	(d)	subject to 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

	(e)	subject to any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

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

APPOINTMENT OF AUDITOR

Deloitte LLP, Chartered Accountants, 2800 – 1055 Dunsmuir Street, 4 Bentall Centre, P.O. Box 49279, Vancouver, British Columbia V7X 1P4, will be nominated at the Meeting for appointment as auditor of the Company in place of Hay & Watson, Chartered Accountants. Hay & Watson, Chartered Accountants have been auditors of the Company since 2008, but the Board resolved effective October 28, 2015 to change the Company’s auditor to Deloitte LLP, and forwarded Notice of Change of Auditor to Hay & Watson, Chartered Accountants and Deloitte LLP on October 28, 2015. Consequently, Hay & Watson, Chartered Accountants resigned as auditor of the Company on October 28, 2015.

There have been no reportable disagreements between the Company and Hay & Watson, Chartered Accountants and no qualified opinions or any denials of opinions by Hay & Watson, Chartered Accountants for the purposes of National Instrument 51-102. A copy of the Company’s Reporting Package with respect to the termination of Hay & Watson, Chartered Accountants, and the appointment of Deloitte LLP as auditor of the Company (including the Notice of Change of Auditor, a letter from Hay & Watson, Chartered Accountants and a letter from Deloitte LLP) is attached as Schedule A to this Information Circular.

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AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR

National Instrument 52-110 (“NI 52-110”) requires the Company, as a venture issuer, to disclose annually in its information circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor. Such disclosure is set forth below:

The Audit Committee’s Charter

The Company adopted a new audit committee charter in 2014 as part of an update to its Corporate Governance practices (the “Audit Committee Charter”). A copy of the Audit Committee Charter is posted in full on the Company’s website at http://www.aurynresources.com/corporate/corporate-governance/ .

Under the Audit Committee Charter, the Audit Committee’s purpose, composition, member qualification, member appointment and removal, responsibilities, operations, manner of reporting to the Board, and annual evaluation must be done in compliance with the Audit Committee Charter.

The Audit Committee is also responsible for the other matters as set out in the Audit Committee 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.

Membership

A majority of the members of the Audit Committee must be independent directors of the Company as defined in sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees (“NI 52-110”), provided that, should the Company become listed on a more senior exchange, each member of the Audit Committee will also satisfy the independence requirements of such senior exchange.

The Audit Committee will consist of at least three members, all of whom shall be financially literate, provided that an Audit Committee member who is not financially literate may be appointed to the Audit Committee if such member becomes financially literate within a reasonable period of time following his or her appointment. Upon graduating to a more senior stock exchange, if required under the rules or policies of such senior exchange, the Audit Committee will consist of at least three members, all of whom shall meet the experience and financial literacy requirements of such senior exchange and of NI 52-110.

Members of the Audit Committee will be appointed annually (and from time to time thereafter to fill vacancies on the Audit Committee) by the Board. An Audit Committee member may be removed or replaced at any time at the discretion of the Board and, unless otherwise directed by the Board, an Audit Committee member will cease to be a member of the Audit Committee on ceasing to be an independent director.

Composition of the Audit Committee

The current members of the audit committee are Steve Cook (Chairman), Gordon J. Fretwell and Ivan James Bebek. All current members of the audit committee are considered to be financially literate and all are independent.

Relevant Education and Experience

See disclosure under heading “ Occupation, Business or Employment of Nominees”. 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;

- 10 –

	o	experience preparing, 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

	o	an understanding of internal controls and procedures for financial reporting.

Audit Committee Oversight

The audit committee has not made any recommendations to the Board to nominate or compensate any auditor other than Deloitte, Chartered Accountants.

Reliance on Certain Exemptions

Neither the Company’s former auditor, Hay & Watson, Chartered Accountants, nor the Company’s current auditor, Deloitte LLP, Chartered Accountants have provided any material non-audit services.

Pre-Approval Policies and Procedures

External Auditor Service Fees

The audit committee has reviewed the nature and amount of the non-audited services provided by Hay & Watson, Chartered Accountants, to the Company to ensure auditor independence. Fees incurred with Hay & Watson, Chartered Accountants, for audit and non-audit services in the last two fiscal years for audit fees are outlined in the following table.

The Board resolved on October 28, 2015 that Hay & Watson, Chartered Accountants, not be proposed for reappointment as the auditor of the Company. Deloitte LLP, Chartered Accountants, are the current auditors of the Company. Hay & Watson, Chartered Accountants, prepared the Company’s June 30, 2015 year-end financial statements which were filed on SEDAR at www.sedar.com on October 14, 2015. Deloitte LLP, Chartered Accountants prepared the Company’s financial statements for its new fiscal year end period of December 31, 2015 which were filed on SEDAR on April 28, 2016.

The audit committee has reviewed the nature and amount of the non-audited services provided by each of former auditor, Hay & Watson, Chartered Accountants, to the Company (fiscal year ended June 30, 2015) and by the successor auditor, Deloitte LLP, Chartered Accountants, (new fiscal year end period ended December 31, 2015) to ensure auditor independence. Fees incurred with each of Hay & Watson, Chartered Accountants (fiscal years ended June 30, 2014, and June 30, 2015) and Deloitte LLP, Chartered Accountants (new fiscal year end period ended December 31, 2015) for audit and non-audit services in the last three fiscal years are outlined in the following table.

Nature of Services	Fees Paid to Deloitte LLP in fiscal period ended December 31, 2015	Fees Paid to Hay & Watson in Year Ended June 30, 2015	Fees Paid to Hay & Watson in Year Ended June 30, 2014
Audit Fees ⁽¹⁾	$40,000	$26,000	$14,000
Audit-Related Fees ⁽²⁾	Nil	Nil	Nil
Tax Fees ⁽³⁾	Nil	Nil	Nil
All Other Fees	$8,000	Nil	Nil
Total	$48,000	$26,000	$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.

CORPORATE GOVERNANCE

General

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Company’s board of directors, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The independent members of the Board facilitates its supervision over management through its attendance at Board meetings and, if deemed necessary, convening in private, without the non-independent members, to review issues of a sensitive nature. Further, the independent members of the Board retain independent consultants where deemed necessary.

The independent members of the Board are Gordon J. Fretwell, Keith Minty, Steve Cook, Daniel T. McCoy and Antonio Arribas. The non-independent members of the Board are Shawn Wallace, who is the President and Chief Executive Officer of the Company and Ivan Bebek, who is the Executive Chairman of the Company. A majority of the Board is independent.

Directorships

The directors are currently serving on boards of other reporting companies (or equivalent) as set out below:

Name of Director	Name of Reporting Issuer	Exchange
Shawn Wallace	Stratton Resources Inc. Asanko Gold Inc.	TSXV TSX, NYSE.MKT
Ivan James Bebek	Stratton Resources Inc.	TSXV
Steve Cook	Stratton Resources Inc. Snip Gold Corp.	TSXV TSXV
Gordon J. Fretwell	Asanko Gold Inc. Northern Dynasty Minerals Ltd. Coro Mining Corp. Lignol Energy Corporation Quartz Mountain Resources Ltd.	TSX, NYSE.MKT TSX, NYSE.MKT TSX TSXV TSXV
Keith Minty	St. Andrew Goldfields Ltd. Kria Resources Ltd. Largo Resources Ltd. Callinex Mines Inc. Antipodes Gold Limited	TSXV N/A TSXV CNX TSXV

- 12 –

Compensation Committee

Current members of the Board’s “Compensation Committee” are: Gordon J. Fretwell (Chairman), Steve Cook, and Daniel T. McCoy.

The Compensation Committee recommends compensation for the directors and executive officers of the Company. See further disclosure under “ Statement of Executive Compensation ” below. The Compensation Committee Charter is included in the Governance Manual (the “Governance Manual”) which is posted on the Company’s website at http://www.aurynresources.com/corporate/corporate-governance/ .

Nominating and Governance Committee

Current members of the Board’s “Nominating and Governance Committee” are Gordon Fretwell (Chairman), Steve Cook, and Daniel T. McCoy. The Nominating and Governance Committee’s Charter is posted on the Company’s website at https://www.aurynresources.com/corporate/corporate-governance/ .

Orientation and Continuing Education

When new directors are appointed, they receive an orientation, commensurate with their previous experience, on the Company’s current exploration properties, business, technology and industry and on the responsibilities of directors.

Board meetings may also include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors’ participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience. The Nominating and Governance Committee recommended to the Board the appointment of the seven director nominees listed above for election this year.

- 13 –

Other Board Committees

There are no other Board committees. All committees of the Board are described above.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and its committees.

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officer

Shawn Wallace, CEO, Peter Rees, CFO and Michael Henrichsen, Chief Operating Officer (“COO”) are each a NEO of the Company for purposes of the following disclosure.

Compensation Discussion and Analysis

Philosophy and Objectives

Any future compensation program for the senior management of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including:

	(a)	attracting and retaining talented, qualified and effective executives;

	(b)	motivating the short and long-term performance of these executives; and

	(c)	better aligning their interests with those of the Company’s shareholders.

The Company relies solely on the discussions of the Board, without any formal objectives, criteria and analysis, for determining executive compensation.

- 14 –

Base Salary

Bonus Incentive Compensation

No Bonus Incentive Compensation was paid during the six months ended December 31, 2015.

Equity Participation

Actions, Policies and Decisions made following June 30, 2015:

On June 4, 2015 the Company filed notice to change its financial year end from June 30 to December 31 with the transitional financial period to commence on July 1, 2015 and end on December 31, 2015. Accordingly this Information Circular will present the information contained in the Statement of Executive Compensation as at June 30, 2015 and for its transitional financial period ended December 31, 2015.

On August 17, 2015 the Board appointed Antonio Arribas to the Board.

On September 25, 2015, the Company and North Country Gold Corp. (“North Country”) completed the acquisition by the Company of North Country pursuant to a statutory plan of arrangement under section 193 of the Business Corporations Act (Alberta) (the “Arrangement”). The Arrangement was approved by shareholders of North Country on September 18, 2015 and received final court approval on September 22, 2015.

Option-Based Awards

The Company has established a share option plan to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. Management proposes option grants to the Board based on such criteria as performance, previous grants, and hiring incentives. All grants require approval of the Board. The share option plan is administered by the directors of the Company and provides that options will be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company. See “ Securities Authorized under Equity Compensation Plans ” for further information on the Company’s Share Option Plan.

- 15 –

Summary Compensation Table

The compensation paid to the NEOs during the Company’s three most recently completed financial years ended June 30, 2015, 2014 and 2013 and its transitional financial period ended December 31, 2015 are as set out below and expressed in Canadian dollars unless otherwise noted:

Name and principal position	Year	Salary ($)	Share -based - award s ($)	Option based awards ($)	Non-equity incentive plan compensation		Pension value ($)	All other compensation ($)	Total compensation ($)
Name and principal position	Year	Salary ($)	Share -based - award s ($)	Option based awards ($)	Annual incentive plans ($)	Long- term incentive plans ($)	Pension value ($)	All other compensation ($)	Total compensation ($)
Shawn Wallace, ⁽¹⁾ CEO	Dec 2015 ⁽⁴⁾ Jun 2015 Jun 2014 Jun 2013	120,000 153,783 85,192 Nil	Nil Nil Nil Nil	118,349 Nil 75,532 Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	238,349 153,783 160,724 Nil
Peter Rees, ⁽²⁾ CFO	Dec 2015 ⁽⁴⁾ Jun 2015 Jun 2014 Jun 2013	66,309 93,091 32,504 6,429	Nil Nil Nil Nil	91,037 Nil 44,431 Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	157,346 93,091 76,935 6,429
Henrichsen, Michael ⁽³⁾ COO	Dec 2015 ⁽⁴⁾ Jun 2015 Jun 2014 Jun 2013	102,000 207,783 183,054 Nil	Nil Nil Nil Nil	68,278 Nil 75,532 Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil	170,278 207,783 258,586 Nil

Notes:

	(1)	Shawn Wallace was re-appointed as a director on May 7, 2013 and appointed as President and CEO on May 23, 2013.
	(2)	Peter Rees was appointed as CFO and Corporate Secretary on September 7, 2012.
	(3)	Michael Henrichsen was appointed as COO on November 1, 2013.
	(4)	Transitional period from July 1, 2015 to December 31, 2015.

Incentive Plan Awards

Outstanding Share-based Awards and Option-based Awards

No share-based awards have been granted to any of the NEOs of the Company. The following table sets out all option-based awards outstanding as at June 30, 2015 and for its transitional financial period ended December 31, 2015, for each NEO:

		Option-based Awards
Name	Year	Number of securities underlying unexercised options (#)	Option exercise price ⁽²⁾ ($)	Option expiration date (M/D/Y)	Value of unexercised in-the- money options ⁽¹⁾ ($)
Shawn Wallace	Dec 2015	130,000 ⁽³⁾ 170,000 ⁽¹⁾	1.30 0.51	August 17, 2020 February 17, 2019	Nil 96,900
Shawn Wallace	Jun 2015	170,000 ⁽¹⁾	0.51	February 17, 2019	168,300
Peter Rees	Dec 2015	100,000 ⁽³⁾ 100,000 ⁽¹⁾	1.30 0.51	August 17, 2020 February 17, 2019	Nil 57,000
Peter Rees	Jun 2015	100,000 ⁽¹⁾	0.51	February 17, 2019	99,000
Michael Henrichsen	Dec 2015	75,000 ⁽³⁾ 170,000 ⁽¹⁾	1.30 0.51	August 17, 2020 February 17, 2019	Nil 96,900
Michael Henrichsen	Jun 2015	170,000 ⁽¹⁾	0.51	February 17, 2019	168,300

Notes:

	1)	These options were granted on February 17, 2014.
	2)	On June 30, 2015 the closing price was $1.50 per Common Share and on December 31, 2015 it was $1.08 per Common Share.
	3)	These options were granted on August 17, 2015.

- 16 –

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets out the value vested or earned under incentive plans during the financial year ended June 30, 2015 and for its transitional financial period ended December 31, 2015, for each NEO:

Name	Year	Option-based awards – Value vested during the year ¹ ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Shawn Wallace	Dec 2015 Jun 2015	77,135 29,476	Nil Nil
Peter Rees	Dec 2015 Jun 2015	59,166 17,339	Nil Nil
Michael Henrichsen	Dec 2015 Jun 2015	44,894 29,476	Nil Nil

Note:

(1)

Determined using the value determined under the Black-Scholes option pricing model and the number of options vested during the year.

See Securities Authorized under Equity Compensation Plans for further information on the Company’s Share Option Plan.

Pension Plan

The Company has no pension plans for its directors, officers or employees.

Termination and Change of Control Benefits

In the event the NEO is terminated without just cause or resignation for good reason after change in control:

	i.	the NEO shall receive two times their annual salary;

	ii.	the Company shall continue at its cost the benefits then in effect for the Executive, other than disability insurance, until the earlier of twenty-four (24) months from the termination date or the NEO obtaining comparable benefits through other employment. The Company shall pay the NEO an amount equal to twenty-four (24) months of the then-prevailing premiums for his disability insurance;

	iii.	notwithstanding the terms of any stock option plan or agreement, all non-vested stock options held by the NEO shall vest as of the termination date and the NEO shall be entitled to exercise all his stock options until the earlier of their normal expiry date or two (2) years after the termination date; and

	iv.	outplacement services at a cost of the lesser of 10% of the NEO’s annual salary or $25,000.

In the event the triggering event took place on the last business day of the Company’s most recently completed financial year, the following gross payments would have become payable:

Name	Gross termination and change of control benefit ($)
Shawn Wallace	504,000
Ivan Bebek	504,000
Daryl Rebek	367,500
Peter Rees	367,500
Michael Henrichsen	428,400

- 17 –

Director Compensation

As compensation during the most recently completed financial year ended June 30, 2015, and during the transitional period ended December 31, 2015, Directors of the Company received option-based awards.

Incentive Plan Awards

Outstanding Option-based Awards

The following table sets out all option-based awards outstanding as at June 30, 2015, and for its transitional financial period ended December 31, 2015, for each director who was not an NEO of the Company:

		Option-based Awards
ame	Year	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date (M/D/Y)	Value of unexercised in-the-money options ⁽²⁾ ($)
Ivan James Bebek	Dec 2015	130,000 ⁽³⁾ 170,000 ⁽¹⁾	1.30 0.51	August 17, 2020 February 17, 2019	Nil 96,900
Ivan James Bebek	Jun 2015	170,000 ⁽¹⁾	0.51	February 17, 2019	168,300
Gordon J. Fretwell	Dec 2015	60,000 ⁽³⁾ 70,000 ⁽¹⁾	1.30 0.51	August 17, 2020 February 17, 2019	Nil 39,900
Gordon J. Fretwell	Jun 2015	70,000 ⁽¹⁾	0.51	February 17, 2019	69,300
Steve Cook	Dec 2015	60,000 ⁽³⁾ 70,000 ⁽¹⁾	1.30 0.51	August 17, 2020 February 17, 2019	Nil 39,900
Steve Cook	Jun 2015	70,000 ⁽¹⁾	0.51	February 17, 2019	69,300
Keith Minty	Dec 2015	60,000 ⁽³⁾ 70,000 ⁽¹⁾	1.30 0.51	August 17, 2020 February 17, 2019	Nil 39,900
Keith Minty	Jun 2015	70,000 ⁽¹⁾	0.51	February 17, 2019	69,300
Antonio Arribas	Dec 2015	130,000 ⁽³⁾	1.30	August 17, 2020	Nil
Daniel T. McCoy	Dec 2015	70,000 ⁽³⁾ 60,000 ⁽¹⁾	1.30 0.51	August 17, 2020 February 17, 2019	Nil 34,200
Daniel T. McCoy	June 2015	60,000 ⁽¹⁾	0.51	February 17, 2019	59,400

Notes:

(1)	These options were granted on February 17, 2014.
(2)	On June 30, 2015 the closing price was $1.50 per Common Share and on December 31, 2015 it was $1.08 per Common Share.
(3)	These options were granted on August 17, 2015.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets out the value vested or earned under incentive plans during the fiscal year ended June 30, 2015, and for its transitional financial period ended December 31, 2015, for each director, excluding a director who is already set out in disclosure above as an NEO:

Name	Year	Option-based awards – Value vested during the year ⁽³⁾ ($)	Non-equity incentive plan compensation – Value earned during the year ($)
Ivan James Bebek	Dec 2015 Jun 2015	77,135 ⁽²⁾ 29,476 ⁽¹⁾	Nil Nil
Gordon J. Fretwell	Dec 2015 Jun 2015	35,555 ⁽²⁾ 12,137 ⁽¹⁾	Nil Nil
Steve Cook	Dec 2015 Jun 2015	35,555 ⁽²⁾ 12,137 ⁽¹⁾	Nil Nil
Keith Minty	Dec 2015 Jun 2015	35,555 ⁽²⁾ 12,137 ⁽¹⁾	Nil Nil
Antonio Arribas	Dec 2015	76,206 ⁽²⁾	Nil
Daniel T. McCoy	Dec 2015 Jun 2015	41,362 ⁽²⁾ 10,403 ⁽¹⁾	Nil Nil

- 18 –

Notes:

	(1)	These options were granted on February 17, 2014
	(2)	These options were granted on August 17, 2015.
	(3)	Determined using the value determined under the Black-Scholes option pricing model and the number of options vested during the year.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Board adopted a share option plan, which was first approved by shareholders of the Company on April 29, 2011 (the “Plan”). The Plan was established to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. The Plan is administered by the Board and its Compensation Committee, and provides that options will be issued to directors, officers, employees or consultants of the Company or a subsidiary of the Company. The number of Common Shares issuable under the Plan, together with all of the Company's other previously established or proposed share compensation arrangements, may not exceed 10% of the total number of issued and outstanding Common Shares. All options expire on a date not later than 10 years after the date of grant of such option.

The following table sets out equity compensation plan information as at the June 30, 2015 fiscal year end and for its transitional period ended December 31, 2015.

Equity Compensation Plan Information

	Year	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category		(a)	(b)	(c)
Equity compensation plans approved by securityholders	Dec 2015 Jun 2015	2,940,000 1,551,250	$0.89 $0.51	1,942,872 1,464,109
Equity compensation plans not approved by securityholders	Dec 2015 Jun 2015	Nil	Nil	Nil
Total	Dec 2015 Jun 2015	2,940,000 1,551,250	$0.89 $0.51	1,942,872 1,464,109
Total	Dec 2015 Jun 2015	2,940,000 1,551,250	$0.89 $0.51	1,942,872 1,464,109

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Non-brokered Private Placement – December 11, 2014

During the year ended June 30, 2015, on December 11, 2014 the Company completed a non-brokered private placement for gross proceeds of $7,313,300 by issuing 11,251,230 Common Shares of the Company at $0.65 each. The following table sets out the participation by a NEO of the Company:

Name	Number of securities purchased (Common Shares)	Price ($)	Placement ($)
Peter Rees	38,461	0.65	24,999.65

- 19 –

The following table sets out the participation by directors of the Company, excluding any director or officer who is already set out in disclosure above as an NEO:

Name	Number of securities purchased (Common Shares)	Price ($)	Placement ($)
Name	Number of securities purchased (Common Shares)	Price ($)	Placement ($)
Ivan James Bebek	200,000	0.65	130,000.00
Daniel T. McCoy	100,000	0.65	65,000.00
Keith Minty	80,000	0.65	52,000.00
Gordon J. Fretwell	15,384	0.65	9,999.60
SM Cook Legal Services Law Corporation ⁽¹⁾	231,000	0.65	150,150.00

Note:

(1)

SMCook Legal Services Law Corporate is a company over which Mr. Cook has control and direction.

Non-brokered Private Placement – September 14, 2015

During the transitional fiscal period ended December 31, 2015, on September 14, 2015, the Company completed a further non-brokered private placement for gross proceeds of $5.8 million by issuing 4,835,000 Units of the Company at a price of $1.20 each (the “Offering”). Each Unit consisted of one Common Share and one Common Share purchase warrant (each a “Warrant”), exercisable into a Common Share of the Company at a price of $1.70 each for two years. In the event that the Company’s Common Shares trade at a closing price on the TSX Venture Exchange of equal to or greater than $2.40 per Common Share for a period of 20 consecutive trading days at any time after four months after September 14, 2015, the Company may accelerate the Warrant expiry date by giving notice to the holders thereof and in such case each Warrant will expire on the 30 ^th day after the date on which such notice is given by the Company. The Common Shares issued under this Offering were subject to a four-month hold period, which expired January 14, 2016, and the Common Shares are not registered in the United States of America.

The following table sets out the participation by certain NEOs of the Company:

Name	Number of securities purchased	Price ($)	Placement ($)
Peter Rees	6,000 Common Shares 6,000 Warrants	1.20	7,200.00
Michael Henrichsen	6,000 Common Shares 6,000 Warrants	1.20	7,200.00

The following table sets out the participation by certain directors, excluding a director or officer who is already set out in disclosure above as an NEO:

Name	Number of securities purchased	Price ($)	Placement ($)
Ivan James Bebek	400,000 Common Shares 400,000 Warrants	1.20	480,000.00
Keith Minty	10,000 Common Shares 10,000 Warrants	1.20	12,000.00
SM Cook Legal Services Law Corporation ⁽¹⁾	250,000 Common Shares 250,000 Warrants	1.20	300,000.00

Note:

(1)

SMCook Legal Services Law Corporate is a company over which Mr. Cook has control and direction.

MANAGEMENT CONTRACTS

There are no management functions of the Company, which are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.

- 20 –

PARTICULARS OF MATTERS TO BE ACTED UPON

Continuation of Share Option Plan

The TSXV requires that each company listed on the exchange have a stock option plan if the company intends to grant options. In order to increase flexibility of the Company to provide incentive to directors, officers, employees, management and others who provide services to the Company or any subsidiary to act in the best interests of the Company, the shareholders of the Company approved adoption of the Plan on April 29, 2011.

The Plan is a rolling plan. Under the Plan, options totalling a maximum of 10% of the Common Shares outstanding from time to time are available for grant.

To comply with the policies of the TSXV covering “rolling” option plans, continued grants under the Plan must be approved annually by the shareholders of the Company. At the Meeting shareholders will be asked to ratify and approve the Plan for continuation until the next annual general meeting of the Company.

Material Terms of the Plan

The following is a summary of the material terms of the Plan:

	(a)	persons who are Service Providers to the Company or its affiliates, or who are providing services to the Company or its affiliates, are eligible to receive grants of options under the Plan;

	(b)	options granted under the Plan are non-assignable and non-transferable and are issuable for a period of up to 10 years;

	(c)	for options granted to Service Providers, the Company must ensure that the proposed Optionee is a bona fide Service Provider of the Company or its affiliates;

	(d)	an Option granted to any Service Provider will expire within one year (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option), after the date the Optionee ceases to be employed by or provide services to the Company, but only to the extent that such Option was vested at the date the Optionee ceased to be so employed by or to provide services to the Company;

	(e)	if an Optionee dies, any vested option held by him or her at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such option;

	(f)	in the case of an Optionee being dismissed from employment or service for cause, such Optionee’s options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same;

	(g)	the exercise price of each option will be set by the Board on the effective date of the option and will not be less than the Discounted Market Price (as defined in the Plan);

	(h)	vesting of options shall be at the discretion of the Board, and will generally be subject to: (i) the Service Provider remaining employed by or continuing to provide services to the Company or its affiliates, as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or its affiliates during the vesting period; or (ii) the Service Provider remaining as a director of the Company or its affiliates during the vesting period;

	(i)	the Company, may from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law; and

- 21 –

(j)

the Board reserves the right in its absolute discretion to amend, suspend, terminate or discontinue the Plan with respect to all Plan shares in respect of options which have not yet been granted under the Plan.

A copy of the Plan will be available for inspection at the Meeting.

Shareholder Approval

At the Meeting shareholders will be asked to consider and vote on the ordinary resolution to ratify and confirm the Plan, with or without variation, as follows:

“ RESOLVED that the Company’s Share Option Plan, dated for reference April 29, 2011, be and is hereby ratified and approved until the next annual meeting of the Company.”

An “ ordinary resolution ” is a resolution passed by the shareholders of the Company at a general meeting by a simple majority of the votes cast in person or by proxy.

The Board recommends that shareholders vote in favour of the above resolution.

ADDITIONAL INFORMATION

Financial information is provided in the audited financial statements of the Company for the year ended June 30, 2015 and the six month new financial year end period ended December 31, 2015 and in the related management discussion and analyses and were filed on SEDAR at www.Sedar.com on October 14, 2015 and April 28, 2016, respectively.

Additional information may be obtained by a Shareholder upon request without charge from the Company’s Chief Financial Officer at Suite 600, 1199 West Hastings Street, Vancouver, B.C. V6E 3T5, telephone number: 778-729-0600 or fax number 778-729-0650 and is also available through the Internet on SEDAR, which can be accessed at www.Sedar.com . The Company may require payment of a reasonable charge from any person or company who is not a securityholder of the Company, who requests a copy of any such document.

OTHER MATTERS

The Board is not aware of any other matters which it anticipates will come before the Meeting as of the date of mailing of this Information Circular.

The contents of this Information Circular and its distribution to shareholders have been approved by the Board of the Company.

DATED at Vancouver, British Columbia, May 5, 2016.

BY ORDER OF THE BOARD

“Shawn Wallace”

Shawn Wallace
President and Chief Executive Officer

SCHEDULE A

CHANGE OF AUDITOR DOCUMENTS

1.	Notice of Change of Auditor

2.	Letter from Former Auditor

3.	Letter from Successor Auditor

AURYN RESOURCES INC.

Suite 600 -1199 West Hastings Street

Vancouver, British Columbia Canada V6E 3T5

(the “Company”)

NOTICE OF CHANGE OF AUDITOR

(the “Notice”)

To:	Hay & Watson, Chartered Accountants
And To:	Deloitte LLP, Chartered Accountants

	1.	The directors of the Company do not propose to re-appoint Hay & Watson, Chartered Accountants, as auditors for the Company; and

	2.	The directors of the Company propose to appoint Deloitte LLP, Chartered Accountants, as auditors of the Company, effective October 28, 2015, to hold office until the next annual meeting of the Company.

In accordance with National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”), the Company confirms that:

	1.	Hay & Watson, Chartered Accountants, was asked to resign as auditor of the Company, effective October 28, 2015, to facilitate the appointment of Deloitte LLP, Suite 2800, 1055 Dunsmuir Street, Vancouver, British Columbia Canada V7X 1P4 ;

	2.	Hay & Watson, Chartered Accountants, has not expressed any reservation in its reports for the two most recently completed fiscal years of the Company, nor for the period from the most recently completed period for which Hay & Watson, Chartered Accountants, issued an audit report in respect of the Company and the date of this Notice;

	3.	In the opinion of the Board of Directors of the Company, no “reportable event” as defined in NI 51-102 has occurred in connection with the audits of the two most recently completed fiscal years of the Company nor any period from the most recently completed for which Hay & Watson, Chartered Accountants issued an audit report in respect of the Company and the date of this Notice; and

	4.	The Notice and Auditor’s Letters have been reviewed by the Audit Committee and the Board of Directors.

Dated as of the 28 ^th day of October , 2015
	AURYN RESOURCES INC.

	“Peter Rees”

	Peter Rees, Chief Financial Officer

October 28, 2015

British Columbia Securities Commission
Alberta Securities Commission

Dear Sirs

Change of Auditor of Auryn Resources Inc. (the “Company”)

As required by National Instrument 51-102, we have reviewed the information contained in the Notice of Change of Auditor dated October 28, 2015, given by the Company to ourselves and Deloitte LLP, Chartered Accountants.

Based on our knowledge of this information as of this date, we agree with the statements set out in the Notice.

Yours sincerely

Chartered Professional Accountants

	Deloitte LLP
	2800 - 1055 Dunsmuir Street
	4 Bentall Centre
	P.O. Box 49279
	Vancouver BC V7X 1P4
	Canada

	Tel: (604) 669-4466
	Fax: (778) 374-0496
	www.deloitte.ca

November 4, 2015

Alberta Securities Commission

4th Floor, 300 – 5th Avenue SW

Calgary, AB T2P 3C4

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre

701 West Georgia Street

Vancouver, BC V7Y 1L2

Dear Sirs/Mesdames:

As required by subparagraph (6)(a)(ii) of section 4.11 of National Instrument 51-102, we have reviewed the change of auditor notice of Auryn Resources Inc. dated October 28, 2015 (the “Notice”) and, based on our knowledge of such information at this time, we confirm that we agree with the statements contained in the Notice in as far as they relate to Deloitte LLP.

Yours very truly,

Chartered Professional Accountants

Suite 600 – 1199 West Hastings Street

Vancouver, British Columbia, V6E 3T5

Telephone No.: 778-729-0600 Fax No.: 778-729-0650

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

The annual general meeting of shareholders of Auryn Resources Inc. (the “Company”) will be held at Suite 1500 - 1055 West Georgia Street, Vancouver, British Columbia, on Thursday, June 16, 2016 at 10 a.m., Vancouver Time, (the “Meeting”) for the following purposes:

1.	To consider the audited financial statements of the Company for its fiscal year ended June 30, 2015, and the financial statements for the new fiscal year ended December 31, 2015, the reports of the auditors thereon and the corresponding management discussion and analyses;

2.	To fix the number of directors at seven (see “Election of Directors” in the Company’s Information Circular);

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

4.	To appoint an auditor of the Company for the ensuing year (see “Appointment of Auditor” in the Company’s Information Circular); and

5.	To ratify and approve continuation of the share option plan (see “Particulars of Matters to be Acted Upon” in the Company’s Information Circular).

The Information Circular, the form of Proxy, the audited financial statements of the Company for its fiscal year ended June 30, 2015, and the financial statements for the new fiscal year ended December 31, 2015, the reports of the auditors thereon and the corresponding management discussion and analyses (together “Proxy Materials”), are available on the Company’s website at http://www.aurynresources.com/investors/investor- package/ and under the Company’s profile on SEDAR at www.sedar.com. Any Shareholder who wishes to receive a paper copy of the Information Circular, should contact the Company at Suite 600, 1199 West Hastings Street, Vancouver, British Columbia V6E 3T5, or by telephone toll-free: 1-800-863-8655 or by fax: 778-729-0650. A Shareholder may also use the toll-free number noted above to obtain additional information about the Notice-and-Access Provisions.

- 2 -

In order to allow for reasonable time to be allotted for a Shareholder to receive and review a paper copy of the Information Circular and submit their vote prior to 10 a.m. (Pacific Time) on Tuesday, June 14, 2016 (the “ Proxy Deadline ”), any Shareholder wishing to request a paper copy of the Information Circular as described above, should ensure such request is received by May 31, 2016 . Under Notice-and-Access Provisions, Proxy Materials will be available for viewing for up to 1 year from the date of posting and a paper copy of the materials can be requested at any time during this period.

The Information Circular contains details of matters to be considered at the Meeting. Please review the Information Circular before voting.

DATED at Vancouver, British Columbia, May 5, 2016.

BY ORDER OF THE BOARD

“Shawn Wallace”

Shawn Wallace
President and Chief Executive Officer


	510 Burrard St, 3rd Floor
Date: March 31, 2016	Vancouver BC, V6C 3B9
	www.computershare.com

To: All Canadian Securities Regulatory Authorities

Subject: AURYN RESOURCES INC.

Dear Sir/Madam:

We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:

Meeting Type :	Annual General Meeting
Record Date for Notice of Meeting :	April 25, 2016
Record Date for Voting (if applicable) :	April 25, 2016
Beneficial Ownership Determination Date :	April 25, 2016
Meeting Date :	June 16, 2016
	McMillan LLP
Meeting Location (if available) :	1055 W Georgia St #1500
	Vancouver, B.C., V6E 4N7
Issuer sending proxy related materials directly to NOBO:	No
Issuer paying for delivery to OBO:	No

Notice and Access (NAA) Requirements:

	NAA for Beneficial Holders	Yes
	Beneficial Holders Stratification Criteria:	Not Applicable
	NAA for Registered Holders	Yes
	Registered Holders Stratification Criteria:	Not Applicable

Voting Security Details:

Description	CUSIP Number	ISIN
COMMON SHARES	05208W108	CA05208W1086

Sincerely,

Computershare
Agent for AURYN RESOURCES INC.

FORM 51 – 102F3

MATERIAL CHANGE REPORT

UNDER NATIONAL INSTRUMENT 51-102

Item 1

Name and Address of Company

Auryn Resources Inc. (the “Company”)
1199 West Hastings Street
Suite 600
Vancouver, British Columbia, Canada, V6E 3T5

Item 2

Date of Material Change

January 24, 2017

Item 3

News Release

A news release was issued by the Company through newswire services on January 24, 2017.

Item 4

Summary of Material Change

The Company announced the closing of its previously announced brokered public placement (the “Offering”) of 9,542,402 common shares. The Offering consisted of 4,590,818 flow-through common shares (“FT Share”) at a price of $5.01 per FT Share and 4,951,584 common shares (“Common Shares”) at a price of $3.67 per Common Share, for total gross proceeds of approximately $41,172,311.46.

Item 5	Full Description of Material Change

5.1	Full Description of Material Change

On January 24, 2017 the Company completed the private placement of 9,542,402 common shares with Goldcorp Inc. (“Goldcorp”) (TSX:G, NYSE:GG), originally announced on January 9, 2017. The Company has received gross proceeds of C$41,172,311.46. Goldcorp now owns a 12.5% interest in the outstanding common shares of the Company and has the right to maintain this percentage interest subject to certain obligations in an Investor Rights and Obligations Agreement.

Of the shares ultimately purchased by Goldcorp, 4,590,818 were first issued to third party investors as FT Shares at a price C$5.01 per share and the remaining 4,951,584 Common Shares were purchased directly by Goldcorp at a price of C$3.67 per share. The net proceeds of the placements will be used to fund exploration on Auryn’s mineral projects. All securities issued in connection with the placement are subject to a four-month hold period.

5.2

Disclosure for Restructuring Transactions

Not applicable.

- 2 -

Item 6

Reliance on subsection 7.1(2) of National Instrument 51 – 102

Not applicable.

Item 7

Omitted Information

Not applicable.

Item 8

Executive Officer

Shawn Wallace
President and Chief Executive Officer
Telephone: (778) 729 - 0600

Item 9

Date of Report

January 26, 2017.

Form 51–102F3
MATERIAL CHANGE REPORT

Item 1

Name and Address of Company

Auryn Resources Inc.
600 – 1199 West Hastings Street
Vancouver, BC, V6E 3T5
(the “Company” or “Auryn”)

Item 2

Date of Material Change

September 7, 2016.

Item 3

News Release

On September 8, 2016, the Company disseminated a news release via newswire services.

Item 4

Summary of Material Change

The Company announced that it has completed its previously announced plan of arrangement with Homestake Resource Corporation (“Homestake”).

Item 5	Full Description of Material Change

5.1	Full Description of Material Change

Auryn Resources Inc. is pleased to announce, effective September 7, 2016, 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 Homestake. Homestake is now a wholly-owned subsidiary of Auryn.

The Arrangement was approved at Homestake’s special meeting of shareholders held on August 25, 2016 by approximately 98.2% of the votes cast by Homestake shareholders. Final approval for the Arrangement was obtained from the Supreme Court of British Columbia on August 29 ^th , 2016.

As a result, the Homestake share will be delisted from the TSX Venture Exchange and Auryn will apply to the relevant securities commissions for Homestake to cease to be a reporting issuer under Canadian securities laws. In addition, as previously announced, the Company issued 437,675 shares at $2.30 per share to settle outstanding debt of $1,006,655 payable to former creditors of Homestake.

- 2 -

5.2

Disclosure for Restructuring Transactions

Not applicable.

Item 6

Reliance on subsection 7.1(2) or (3) of National Instrument 51–102

Not applicable.

Item 7

Omitted Information

Not Applicable.

Item 8

Executive Officer

Shawn Wallace, Chief Executive Officer
Tel. No. 778-729-0600

Item 9

Date of Report

September 9, 2016

Form 51–102F3
MATERIAL CHANGE REPORT

Item 1

Name and Address of Company

Auryn Resources Inc.
600 – 1199 West Hastings Street
Vancouver, BC, V6E 3T5
(the “Company” or “Auryn”)

Item 2

Date of Material Change

July 8, 2016

Item 3

News Release

A news release with respect to the material change referred to in this report was issued by the Company and Homestake Resource Corporation (“Homestake”) on July 11, 2016 and distributed through Marketwired and filed on SEDAR with the securities commissions in British Columbia, Alberta and Ontario and is available at www.sedar.com.

Item 4

Summary of Material Change

On July 11, 2016, the Company and Homestake announced that they have entered into a definitive arrangement agreement (the “Arrangement”) on the terms previously disclosed in their joint news release issued on June 13, 2016. Under the Arrangement, Homestake shareholders will receive one (1) Auryn share for each seventeen (17) Homestake common shares held at the time of completion of the Arrangement.

Item 5	Full Description of Material Change

5.1	Full Description of Material Change

Auryn and Homestake are pleased to announce that they have entered into a definitive arrangement agreement (the “Arrangement Agreement”) pursuant to which Auryn will acquire 100% of Homestake under a plan of arrangement (the “Arrangement”) on the terms previously disclosed in their joint news release issued on June 13, 2016. Under the Arrangement, Homestake shareholders will receive one Auryn common share for each seventeen (17) Homestake common shares held at the time of completion of the Arrangement.

Completion of the Arrangement is principally subject to (a) approval of at least 66⅔% of the votes of holders of common share cast at the annual and special meeting of Homestake shareholders to be held August 25, 2016 (the “Meeting”); (b) TSX Venture Exchange approval; (c) the Supreme Court of British Columbia approval, and other customary closing conditions. Full details of the Arrangement will be set out in the information circular of Homestake which Homestake expects to mail to its shareholders in respect of the Meeting within 20 days. Assuming all the requisite approvals are received, Auryn and Homestake expect to close the proposed Arrangement before the end of September 2016. Further details of the Arrangement are found in the June 13, 2016 news release.

- 2 -

In addition, Auryn has entered into debt conversion agreements with certain creditors of Homestake, whereby at the closing of the Arrangement, Auryn will issue to the creditors common shares of Auryn at an issue price of $2.30 per Auryn common share in settlement of debt of Homestake in an aggregate amount $1,006,655.

Directors and officers of Homestake, holding an aggregate of approximately 1.35% of the issued and outstanding Homestake common shares, have entered into voting and lock-up agreements in which they have agreed, among other things, that they will support the transaction and vote their Homestake shares in favour of the Arrangement.

Copies of the Arrangement Agreement, support agreements, information circular and certain related documents will be filed with securities regulators and will be available on SEDAR at www.sedar.com in due course.

This report includes certain statements that may be deemed “forward-looking statements”. All statements in this report, other than statements of historical facts, that address events or developments that the companies expect are forward-looking statements. Although the companies believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The principal factors that could cause actual results to differ materially from those in forward-looking statements in connection with this report include the uncertainty of North Country shareholders approvals, and the outcome of regulatory and judicial approvals. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the companies, investors should review the companies’ continuous disclosure filings that are available at www.sedar.com.

5.2

Disclosure for Restructuring Transactions

Not applicable.

Item 6

Reliance on subsection 7.1(2) or (3) of National Instrument 51–102

Not applicable.

Item 7

Omitted Information

Not Applicable.

- 3 -

Item 8

Executive Officer

Shawn Wallace, Chief Executive Officer Tel. No. 778-729-0600

Item 9

Date of Report

July 22, 2016

FORM 51–102F3

MATERIAL CHANGE REPORT

Item 1

Name and Address of Company

Auryn Resources Inc. ( the “ Company ”)
600 – 1199 West Hastings Street
Vancouver, British Columbia
V6E 3T5

Item 2

Date of Material Change

April 11, 2016.

Item 3

News Release

News releases with respect to the material change referred to in this report were issued by the Company on April 11, 2016 and distributed through CNW and filed on SEDAR with the securities commissions in British Columbia and Alberta and are available at www.sedar.com.

Item 4

Summary of Material Change

On April 11, 2016, the Company announced that it had entered into an agreement with Beacon Securities Limited (“ Beacon ”), on behalf of a syndicate of underwriters (collectively, the “ Underwriters ”), to purchase, on a bought deal basis, 3,174,700 flow through shares (“ Flow-Through Shares ”) and 1,428,600 non-flow through shares (the “ Common Shares ”, and together with the Flow-Through Shares, the “ Offered Shares ”) in the capital of the Company at a price of $1.89 per Flow-Through Share (the “ Flow-Through Issue Price ”) and $1.40 per Common Share (the “ Common Share Issue Price ”) for aggregate gross proceeds to the Company of $8,000,223 (the “ Offering ”).

Also on April 11, 2016, the Company announced an increase to the Offering size wherein Beacon agreed to purchase, in the aggregate, 4,115,391 Flow-Through Shares and 3,726,708 Common Shares for aggregate gross proceeds of $12,995,480 (assuming no exercise of an over-allotment option (the “ Over-Allotment Option ”) granted to the Underwriters).

Item 5	Full Description of Material Change

5.1	Full Description of Material Change

On April 11, 2016, the Company announced that it had entered into an agreement with Beacon, on behalf of a syndicate of Underwriters to purchase, on a bought deal basis, 3,174,700 Flow-Through Shares and 1,428,600 Common Shares in the capital of the Company at the Flow-Through Issue Price and the Common Share Issue Price, respectively, for aggregate gross proceeds to the Company of $8,000,223.

Also on April 11, 2016, the Company announced that it had amended the terms of the Offering to increase the size of the Offering to $12,995,480 (assuming no exercise of the Over-Allotment Option). Under the amended terms of the Offering, Beacon agreed to purchase, on a bought deal basis pursuant to the filing of a short form prospectus, an aggregate of 4,115,391 Flow-Through Shares at the Flow-Through Share Issue Price and 3,726,708 Common Shares at the Common Share Issue Price.

In addition, the Company has granted to the Underwriters the Over-Allotment Option exercisable, in whole or in part, in the sole discretion of the Underwriters to purchase, in respect of the Offered Shares, up to an additional 617,309 Flow-Through Shares and/or 559,006 Common Shares, in any combination of Common Shares and Flow-Through Shares, at the Flow-Through Issue Price and the Common Share Issue Price, respectively, for a period of up to 30 days after the closing of the Offering for additional aggregate proceeds to the Company of $1,949,322. In the event that the Over-Allotment Option is exercised in full, the aggregate gross proceeds of the Offering to the Company will be $14,944,803.

The closing of the Offering is expected to occur on or about May 3, 2016 and is subject to the completion of formal documentation and receipt of regulatory approval, including the approval of the TSX Venture Exchange.

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.

The Offered Shares to be issued under the Offering will be offered by way of a short form prospectus to be filed in British Columbia, Alberta and Ontario and may be offered in the United States to Qualified Institutional Buyers pursuant to exemptions from the registration requirements under rule 144A of the United States Securities Act of 1933, as amended, in a manner that does not require the Offered Shares to be registered in the United States. The Offered Shares may be also sold in such other jurisdictions as the Company and Beacon may agree.

5.2

Disclosure for Restructuring Transactions

Not applicable.

Item 6

Reliance on subsection 7.1(2) of National Instrument 51–102

Not applicable.

Item 7

Omitted Information

Not applicable.

Item 8

Executive Officer

Peter Rees
Chief Financial Officer and Corporate Secretary
Telephone: 778-729-0600

Item 9

Date of Report

April 25, 2016

Auryn Resources to file updated Technical Report for Committee Bay

Vancouver, British Columbia – June 15th, 2017 – Auryn Resources Inc. (TSX: AUG, OTCQX: GGTCF, “Auryn” or the “Company”) announces that it will be filing an updated technical report for the Committee Bay project (the “Report”) prepared by Roscoe Postle Associates Inc (“RPA”). During the process of updating the Report, the Company reviewed the previous resource model and confirmed that there have been no material changes. The current resource for the Three Bluffs deposit is now presented as follows:

Table 1: Update Mineral Resources for the Three Bluffs Deposit as of May 31, 2017

						Contained
Class	Type	Cut-Off	Tonnes		Gold Grade	Gold
		(g/t Au)	(000 t	)	(g/t Au)	(oz Au)
Indicated	Near Surface	3.0	1,760		7.72	437,000
	Underground	4.0	310		8.57	86,000
	Total		2,070		7.85	524,000

Inferred	Near Surface	3.0	590		7.57	144,000
	Underground	4.0	2,340		7.65	576,000
	Total		2,930		7.64	720,000

Notes:
1.	CIM definitions were followed for Mineral Resources.
2.	Mineral Resources are estimated at cut-off grades of 3.0 g/t Au for open pit and 4.0 g/t Au for underground.
3.	Mineral Resources are estimated using a long-term gold price of US$1,200 per ounce, and a US$/C$ exchange rate of 1:25.
4.	Nominal minimum mining widths of five metres (near surface) and two metres (underground) were used.
5.	Numbers may not add due to rounding.

The Mineral Resource estimate was prepared by RPA for the Three Bluffs deposit as of May 12, 2017. The Mineral Resource is based on work by RPA in 2013 and new cut-off grades based on updated metal price, exchange rate, and operating costs.

ON BEHALF OF THE BOARD OF DIRECTORS OF AURYN RESOURCES INC.

“Shawn Wallace”
President and CEO of Auryn Resources Inc.

For further information on Auryn Resources Inc., please contact Jay Adelaar, Vice-President of Investor Relations at (778) 729-0600 or info@aurynresources.com

About Auryn

Auryn Resources is a technically driven 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 and has assembled an extensive technical team as well as a premier gold exploration portfolio. Auryn is focused on scalable high-grade gold deposits in established mining jurisdictions, which include the Committee Bay and Gibson MacQuoid gold project’s located in Nunavut, the Homestake Ridge gold project in British Columbia and a portfolio of gold projects in southern Peru, through Corisur Peru SAC.

Qualified Persons:

Michael Henrichsen, P.Geo, COO of Auryn, is the Qualified Person who assumes responsibility for the technical disclosures in this press release.

Mineral Resources: The Mineral Resources disclosed in this press release have been estimated by Mr. David Ross, P.Geo., an employee of RPA and independent of Auryn Resources. By virtue of his education and relevant experience, Mr. Ross is a “Qualified Person” for the purpose of National Instrument 43-101. The Mineral Resources have been classified in accordance with CIM Definition Standards for Mineral Resources and Mineral Reserves (May, 2014). Mr. Ross, P.Geo. has read and approved the contents of this press release as it pertains to the disclosed Mineral Resource estimates.

Cautionary Note About Mineral Resources:

Three Bluffs resource estimations were completed by Roscoe Postle Associates Inc. (“RPA”) (see the Technical Report on the Three Bluffs Project which shall be filed on SEDAR within 3 business days). There are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources.

Disclaimer

The Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

Auryn Resources Commences Drilling at Committee Bay and
Exploration at the Gibson MacQuoid Greenstone Belt

Vancouver, British Columbia – June 13 ^th , 2017 – Auryn Resources Inc. (TSX: AUG, OTCQX: GGTCF, “Auryn” or the “Company”) is pleased to announce it has initiated its summer exploration drill program on the Committee Bay gold project. At Gibson MacQuoid, we will conduct a belt wide till sampling program and drone imagery survey across the project.

Executive Chairman and Director, Ivan Bebek stated, “our technical team has demonstrated they are second to none with the quality, intensity and quantity of discovery opportunities they are undertaking on Committee Bay and across our entire portfolio this year. Our portfolio of projects becomes live today with drilling for the potential discovery of multiple high-grade gold deposits in Canada as well in Peru.”

The 14 week summer exploration program at Committee Bay is focused on making new discoveries through the drilling of 12 to 14 high priority targets within five structural corridors across the belt (see Figure 1). These structural corridors were defined by Auryn’s comprehensive regional till sampling programs conducted in 2015 and 2016. The 2017 program will consist of 25,000 meters of rotary air blast (“RAB”) drilling that will be supported by detailed surface work to define exact drill hole locations. This work will include:

3,450 line-kilometers of ground magnetics to further define target structures;
19,000 till samples to be analyzed by portable x-ray fluorescence units to define chemically favourable positions on target structures; and,
2,700 line-kilometers of boulder mapping to define source areas of gold-in-till anomalies.

In addition, this summer’s program at Committee Bay will include 2,000 regional till samples to complete our geochemical targeting from across the entire 300 km long greenstone belt.

At the Gibson MacQuoid gold project, located between the Meliadine and Meadowbank-Amaruq deposits. Auryn will follow the same proven exploration methodologies undertaken at Committee Bay. Auryn will to conduct a regional geochemical survey consisting of 5,500 till samples and acquire high-resolution drone imagery across the belt. The objective of the program will be to generate robust drill-ready targets in anticipation of a summer 2018 campaign. Auryn views the Gibson MacQuoid as an under-explored greenstone belt with excellent potential, where limited historical reconnaissance work has returned multi-gram gold rock samples in both the western and northern regions of the belt (see Figure 2).

Michael Henrichsen, C.O.O. and Chief Geologist, commented “Auryn’s technical team has done a tremendous job delineating the most robust gold targets from across the Committee Bay project. Our summer program represents an excellent opportunity for Auryn to deliver on our ambition to make multiple new discoveries as we drill test our highest priority targets from across the belt.”

Michael Henrichsen, P.Geo, COO of Auryn, is the Qualified Person who assumes responsibility for the technical disclosures in this press release.

ON BEHALF OF THE BOARD OF DIRECTORS OF AURYN RESOURCES INC.

“Shawn Wallace”
President and CEO of Auryn Resources Inc.

For further information on Auryn Resources Inc., please contact Jay Adelaar, Vice-President of Investor Relations at (778) 729-0600 or info@aurynresources.com

Figure 1: Illustrates the position of high priority drill targets across the Committee Bay gold project that are the focus of the Auryn’s 25,000 meter RAB drill campaign.

Figure 2: Illustrates the position of the Gibson MacQuoid greenstone belt between the Meliadine and Meadowbank-Amaruq deposits in the eastern Arctic.

About Auryn

Ridge gold project in British Columbia and a portfolio of gold projects in southern Peru, through Corisur Peru SAC.

Forward Looking Information

This release includes certain statements that may be deemed "forward-looking statements". Forward-looking information is information that includes implied future performance and/or forecast information including information relating to, or associated with, exploration and or development of mineral properties. These statements or graphical information involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different (either positively or negatively) from any future results, performance or achievements expressed or implied by such forward-looking statements.

Disclaimer

The Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

Auryn Resources Announces 2017 Annual General and Special Meeting Voting Results

Vancouver, British Columbia – June 5th, 2017 – Auryn Resources Inc. (TSX: AUG, OTCQX: GGTCF “Auryn” or the “Company”) in accordance with Toronto Stock Exchange requirements, is pleased to announce the voting results for election of its Board of Directors at the Annual General and Special Meeting of Shareholders held on June 1, 2017 in Vancouver, British Columbia. The director nominees as listed in the Management Information Circular dated April 12, 2017 were elected as directors of the Company at the meeting to serve until the next annual general meeting.

A total of 39,648,718 shares of the Company’s common shares were present or represented by proxy at the Meeting, representing 51.75% of the outstanding common shares. The voting results for the election of directors are as follows:

Name of Nominee	Votes For	Votes For (%)	Votes Withheld/Abstai n	Votes Withheld/ Abstain (%)
Shawn Wallace	32,248,243	99.91%	30,226	0.09%
Ivan James Bebek	30,702,745	95.12%	1,575,724	4.88%
Gordon J. Fretwell	27,471,342	85.11%	4,807,127	14.89%
Steve Cook	30,703,449	95.12%	1,575,020	4.88%
Keith Minty	32,248,219	99.91%	30,250	0.09%
Daniel T. McCoy	30,706,049	95.13%	1,572,420	4.87%
Antonio Arribas	30,692,694	95.09%	1,585,775	4.91%
Michael Kosowan	29,015,543	89.89%	3,262,926	10.11%

There were 7,370,249 non-votes recorded (but not voted) for each director. Non-votes are discretionary votes given to a broker by a US beneficial holder but such votes are not allowed under Canadian Securities Regulations.

Voting results have been reported on www.sedar.com

ON BEHALF OF THE BOARD OF DIRECTORS OF AURYN RESOURCES INC.

“Shawn Wallace”
President and CEO of Auryn Resources Inc.

For further information on Auryn Resources Inc., please contact Jay Adelaar, VP of Investor Relations at (778) 729-0600 or info@aurynresources.com

About Auryn

Auryn Resources is a technically driven 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 and has assembled an extensive technical team as well as a premier gold exploration portfolio. Auryn is focused on scalable high-grade gold deposits in established mining jurisdictions, which include the Committee Bay and Gibsons MacQuoid gold project’s located in Nunavut, the Homestake Ridge gold project in British Columbia and a portfolio of gold projects in southern Peru, through Corisur Peru SAC.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Auryn Resources commences spring mobilization at the Committee
Bay Gold Project and provides Arctic exploration update

Vancouver, British Columbia – April 20th, 2017 – Auryn Resources Inc. (TSX: AUG, OTCQX: GGTCF “Auryn” or the “Company”) is pleased to announce it has initiated its spring mobilization at the Committee Bay gold project (“Committee Bay”) located in Nunavut, Canada. The large-scale mobilization currently underway is transporting fuel and supplies to the region for the belt-wide summer exploration program, this will include 25,000 meters of drilling expected to start June 3, 2017. The focus of the program will be on making discoveries across the 12 newly identified high priority targets (Figure 1). Drilling will be focused within the Anuri, Four Hills, Three Bluffs, and Inuk corridors. In addition, regional till sampling will be completed on the 15% of the belt yet to be explored to delineate additional targets for 2018.

Shawn Wallace, President and CEO stated: “With the recent funding from Goldcorp completed and the technical team’s extensive preparative exploration work to date, Auryn is well positioned to undertake an aggressive discovery focused drill program. The commencement of this 25,000 meter program is very exciting for Auryn shareholders as it marks the start of a portfolio wide 55,000 meter discovery program that will continue onto the company’s Homestake and Peruvian projects through the end of the year.“

In conjunction with the spring mobilization, Auryn is moving the Three Bluffs drill core to a storage facility in Edmonton so that the deposit can be re-logged in Q3 and Q4 of 2017. The purpose of the re-log is to establish the structural controls on high-grade ore-shoots within the deposit with the aim of drilling at Three Bluffs in Q2 of 2018.

At Auryn’s newly acquired 120 km long Gibsons MacQuoid Gold Project, the company is planning an initial belt wide till survey as well as completing high resolution drone imagery. This exploration program is slated to begin July 15 with the goal of identifying the major centers of gold mineralization within the project area that will be drilled during the summer of 2018.

Michael Henrichsen, Chief Geologist and COO of Auryn stated, “Auryn’s innovative approach, with the use of track mounted Rotary Air Blast (RAB) drill rigs and drone survey’s has reduced exploration costs significantly and allowed us to actively explore on the project 12 months of the year. The quality and scale of the targets our technical team has developed over the last 8 months has demonstrated the potential of the belt to deliver multiple discoveries.”

ON BEHALF OF THE BOARD OF DIRECTORS OF AURYN RESOURCES INC.

“Shawn Wallace”
President and CEO of Auryn Resources Inc.

For further information on Auryn Resources Inc., please contact Jay Adelaar, Manager of Investor Relations at (778) 729-0600 or info@aurynresources.com

About Auryn

Auryn Resources is a technically driven 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 and has assembled an extensive technical team as well as a premier gold exploration portfolio. Auryn is focused on scalable high-grade gold deposits in established mining jurisdictions, which include the Committee Bay and Gibsons MacQuoid gold project’s located in Nunavut, the Homestake Ridge gold project in British Columbia and a portfolio of gold projects in southern Peru, through Corisur Peru SAC.

Forward Looking Information

Disclaimer

The Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

Figure 1: Illustrates the prioritized targets from across the Committee Bay greenstone belt. The 25,000 meter summer drill program will be primarily focused on the Anuri, Four Hills, Three Bluffs, and Inuk corridors.

Auryn trenches 53m at 1.75g/t Au at the Sombrero Project, Peru

Vancouver, British Columbia – February 24th, 2017 – Auryn Resources Inc. (TSX: AUG, OTCQX: GGTCF, “Auryn” or the “Company”) is pleased to provide an exploration update from its Sombrero skarn-porhyry gold-copper oxide project located in southern Peru. Trenching results include 53 meters of 1.75g/t Au (including 14 meters of 5.23g/t Au) of oxide mineralization at the margin of a newly discovered 2.3 kilometer by 500 meter gold in soils anomaly (see Figure 1). True widths of these intervals have not yet been determined. In addition, the mineralized footprint of the Sombrero project was significantly expanded with selective grab samples returning up to 7.54g/t gold and 16.0 % copper in areas that have not been sampled historically (see Figure 2 and 3).

Chief Geologist and COO, Michael Henrichsen commented, “The results of our brief two week sampling campaign has expanded the known footprint of gold-copper mineralization to 4.5 kilometers by 4.2 kilometers which has increased the potential scalability of the mineralized system at Sombrero considerably. The discovery of high grade trench intercepts, cohesive gold in soil anomalies and newly identified mineralized skarn bodies within a limited area in the southern part of the project is an excellent start to our property wide exploration program planned for Q2, 2017.”

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 (see Figure 1). 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 (see Figure 2 and 3).

	•	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

About Auryn

Auryn Resources is a technically driven 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 and has assembled an extensive technical team as well as a premier gold exploration portfolio. Auryn is focused on scalable high-grade gold deposits in established mining jurisdictions, which include the Committee Bay gold project located in Nunavut, the Homestake Ridge gold project in British Columbia and a portfolio of gold projects in southern Peru, through Corisur Peru SAC.

ON BEHALF OF THE BOARD OF DIRECTORS OF AURYN RESOURCES INC.

“Shawn Wallace”
President and CEO of Auryn Resources Inc.

For further information on Auryn Resources Inc., please contact Jay Adelaar, Manager of Investor Relations at (778) 729-0600 or info@aurynresources.com

Cautionary Statements

The Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

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.

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.

Michael Henrichsen, P Geo, COO of the Company, supervised the preparation or approved the scientific and technical disclosure within this news release.

Figure 1: Highlights the location of the trench intercepts within the newly discovered 2.3 km gold in soils anomaly. In addition a newly discovered 350 meter by 300 meter exoskarn body is highlighted to the west – southwest of the soil anomaly.

Figure 2: Illustrates the location of the recent and historical rock chip samples highlighting gold values over an area approximately 4.5 kilometers by 4.2 kilometers.

Figure 3: Illustrates the location of the recent and historical rock chip samples highlighting copper values over an area approximately 4.5 kilometers by 4.2 kilometers.

Table 1

Table 2:

Auryn acquires second Greenstone belt with excellent gold exploration potential in Nunavut, Canada

Vancouver, British Columbia – February 15th, 2017 – Auryn Resources Inc. (TSX: AUG, OTCQX: GGTCF) (“Auryn” or the “Company”) is pleased to announce the acquisition of 19 prospecting permits along the Gibsons MacQuoid greenstone belt located in Nunavut, Canada. These permits are located between the Meliadine deposit and Meadowbank mine (Figure 1). The 19 prospecting permits encompass approximately 120 km of strike length of the prospective greenstone belt and total 329,000 hectares collectively (Figure 2). The acquisition of the prospecting permits cost approximately CAD$100,000 and provides Auryn exploration rights over the area for a total of three years with the exclusive right to stake minerals claims within the area.

The Gibsons MacQuoid greenstone belt lies approximately 125 km from Baker Lake and 136 km from Rankin Inlet. Auryn plans to undertake an extensive till program over the newly acquired ground this summer in an effort to identify key areas of gold mineralization.

President and CEO Shawn Wallace commented, “With the acquisition of 120 km of strike length located within the highly prospective Gibsons MacQuoid greenstone belt, Auryn has created another substantial gold exploration opportunity within the eastern Arctic. The opportunity to explore two highly prospective greenstone belts concurrently in Nunavut is consistent with Auryn’s ambitious strategy and increases the odds of successfully discovering high quality gold deposits”.

Gibsons MacQuoid Greenstone Belt (GMB):

The Gibsons MacQuoid Greenstone belt is one of a number of Archean aged greenstone belts located in the Western Churchill province of north-eastern Canada. The character and history of the rock packages as well as the nature and timing of deformation in the GMB is considered to be equivalent to other significant belts within the Western Churchill province. These gold bearing Archean greenstone belts host deposits such as the Meadowbank, Amaruq, and Meliadine deposits. In particular, the highly magnetic signature of the GMB is consistent with the other productive greenstone belts in the eastern Arctic that host large scale gold deposits.

About Auryn

Auryn Resources is a technically driven 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 and has assembled an extensive technical team as well as a premier gold exploration portfolio. Auryn is focused on scalable high-grade gold deposits in established mining jurisdictions, which include the Committee Bay gold project located in Nunavut, the Homestake Ridge gold project in British Columbia and a portfolio of gold projects in southern Peru, through Corisur Peru SAC.

ON BEHALF OF THE BOARD OF DIRECTORS OF AURYN RESOURCES INC.

“Shawn Wallace”
President and CEO of Auryn Resources Inc.

For further information on Auryn Resources Inc., please contact Jay Adelaar, Manager of Investor Relations at (778) 729-0600 or info@aurynresources.com

Cautionary Statements

The Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

Michael Henrichsen, P Geo, COO of the Company, supervised the preparation or approved the scientific and technical disclosure within this news release.

Figure 1: Illustrates the position of the Gibsons MacQuoid greenstone belt in the eastern Arctic between the Meliadine and Meadowbank deposits on a regional magnetics background. Importantly, all significant known deposits in the Eastern Arctic are located on greenstone belts that have a highly magnetic signature such as the Meliadine, Meadowbank, Amaruq and the Three Bluffs deposits.

Figure 2: Illustrates the position of Auryn’s prospecting permits highlighted by yellow polygons on the Gibsons MacQuoid belt along with the position of the known gold showings as highlighted by red dots.

Auryn discovers over 1.8km strike length of new gold-in-soil anomalies at Huilacollo

Vancouver, British Columbia – January 31st, 2017 – Auryn Resources Inc. (TSX: AUG, OTCQX: GGTCF “Auryn” or the “Company”) is pleased to provide an exploration update from it’s Huilacollo epithermal gold oxide project in the Tacna province of Peru. Two new gold-in-soil anomalies were defined in the southern half of the project area that are 1300 meters by 250 meters and 550 meters by 150 meters, respectively (see figure 1). These anomalies are in addition to the existing known mineralization located in the northwest portion of the project.

Chief Geologist and COO Michael Henrichsen commented, “The discovery of the new gold-in-soil anomalies in the southern half of the project supports our initial impressions as to the potential for a significant oxide gold discovery on the project. Our highly experienced technical team believes that together, the northern and southern gold systems share some of the characteristics of productive oxide gold systems similar to deposits that they have observed globally.”

Huilacollo:

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 (see figure 2). 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.

About Auryn

Auryn Resources is a technically driven 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 and has assembled an extensive technical team as well as a premier gold exploration portfolio. Auryn is focused on scalable high-grade gold deposits in established mining jurisdictions, which include the Committee Bay gold project located in Nunavut, the Homestake Ridge gold project in British Columbia and a portfolio of gold projects in southern Peru, through Corisur Peru SAC.

ON BEHALF OF THE BOARD OF DIRECTORS OF AURYN RESOURCES INC.

“Shawn Wallace”
President and CEO of Auryn Resources Inc.

For further information on Auryn Resources Inc., please contact Jay Adelaar, Manager of Investor Relations at (778) 729-0600.

Cautionary Statements

The Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

Michael Henrichsen, P Geo, COO of the Company, supervised the preparation or approved the scientific and technical disclosure within this news release.

Figure 1: Illustrates the newly defined +50 ppb gold in soil anomalies in the southern half of the project area. Together these newly identified anomalies over double the size of the known gold mineralization footprint on the project.

Figure 2: Illustrates elevated silver, arsenic, and antimony trace element signatures of the newly identified gold in soils anomalies. These trace element associations are very typical of productive high sulphidation oxide gold deposits globally.

Auryn Completes Strategic Investment by Goldcorp Inc.

Vancouver, British Columbia – January 24, 2017 – Auryn Resources Inc. (TSX: AUG, OTCQX: GGTCF) (“ Auryn ” or the “ Company ”) is pleased to announce that it has completed the equity placement with Goldcorp Inc. ( “Goldcorp” ) (TSX:G, NYSE:GG), as well as the equity placement of flow-through common shares, announced on January 9, 2017. The Company has received gross proceeds of C$41,172,311.46 by issuing 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. Goldcorp now owns a 12.5% interest in the outstanding common shares of the Company and has the right to maintain this percentage interest subject to certain obligations in an Investor Rights and Obligations Agreement.

Of the shares ultimately purchased by Goldcorp, 4,590,818 were first issued to third party investors as flow-through shares at a price C$5.01 per share and the remaining 4,951,584 common shares were purchased directly by Goldcorp at a price of C$3.67 per share. Goldcorp’s total investment in Auryn amounted to C$35,020,615.34.

The net proceeds of the placements will be used to fund exploration on Auryn’s mineral projects. All securities issued in connection with the placement are subject to a four-month hold period.

Shawn Wallace, President and CEO, commented that “We are very pleased to have completed this financing with Goldcorp as our strategic investor. With the necessary financial resources at our disposal, our management and technical teams will now focus on conducting exploration and drilling across our entire portfolio in order to create value through discovery for our stakeholders and shareholders.”

About Auryn

Auryn Resources is a technically driven 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 and has assembled an extensive technical team as well as a premier gold exploration portfolio. Auryn is focused on scalable high-grade gold deposits in established mining jurisdictions, which include the Committee Bay gold project located in Nunavut, the Homestake Ridge gold project in British Columbia and a portfolio of gold projects in southern Peru, through Corisur Peru SAC.

ON BEHALF OF THE BOARD OF DIRECTORS OF AURYN RESOURCES INC.

“Shawn Wallace”
President and CEO of Auryn Resources Inc.

For further information on Auryn Resources Inc., please contact Jay Adelaar, Manager of Investor Relations at (778) 729-0600.

Forward Looking Information

This release includes certain statements that may be deemed “forward-looking statements”. Forward-looking information is information that includes our plans implement exploration programs which will enhance shareholder value. These statements or graphical information involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different (either positively or negatively) from any future results, performance or achievements expressed or implied by such forward-looking statements.

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

Auryn Announces Strategic Investment by Goldcorp Inc.

Vancouver, British Columbia – January 9, 2017 – Auryn Resources Inc. (TSX: AUG, OTCQX: GGTCF) (“ Auryn ” or the “ Company ”) is pleased to announce that it has entered into an Investment Agreement with Goldcorp Inc. ( “Goldcorp” ) (TSX: G, NYSE: GG) for a strategic equity placement whereby Goldcorp will purchase directly and indirectly in two tranches 9,542,402 common shares of Auryn for C$3.67 per share (the “ Placement ”). After giving effect to the Placement, Goldcorp will own 12.5% of Auryn’s outstanding common shares.

In addition, Auryn and Goldcorp have entered into an Investor Rights and Obligations Agreement whereby, as long as Goldcorp maintains a 5% or greater equity ownership interest in Auryn:

	•	Goldcorp will have the right to participate in future Auryn equity issues in the amount necessary to maintain up to a 12.5% interest;
	•	Goldcorp will have a right to match certain non-equity financings; and
	•	If Goldcorp chooses to sell more than 2% of Auryn’s shares, Auryn will have the right to designate buyers and Goldcorp will vote its shares to elect the Auryn recommended director nominees.

An aggregate of 4,590,818 common shares will be issued to third party investors through a brokered private placement offering conducted by a syndicate of agents led by Beacon Securities Limited as flow-through shares at a price C$5.01 per flow-through share, the terms of which provide that Auryn will renounce the income tax benefits of the Canadian Exploration Expense related to the expenditure of the proceeds of those shares to those third party investors. Accordingly, gross proceeds to be received by Auryn will be C$41,158,911.46 consisting of C$18,172,313.28 in direct share subscriptions and C$22,999,998.19 in flow-through dollars through third parties. Goldcorp’s cost of the 9,542,402 common shares will be C$35,020,615.34.

Shawn Wallace, President and CEO, commented that “We are very pleased to have secured an important investment with an industry leader such as Goldcorp, on favourable terms that minimizes dilution to our shareholders. Auryn is now fully funded to complete one of the most extensive, globally significant exploration programs in 2017. The program will include a planned 55,000 meters of exploration drilling across six projects in Canada and Peru and expect to make a number of advances that could potentially contribute to the realization of multiple major gold discoveries.”

The net proceeds of the Placement will be used to fund exploration at Auryn’s properties, and for general corporate purposes.

The closing of the Placement is expected to occur during January 2017 and is subject to the completion of formal documentation and receipt of Toronto Stock Exchange acceptance. All securities issued in connection with the Placement will be subject to a four-month hold period.

Auryn’s financial advisor with respect to the strategic investment was Minvisory Corp.

The securities offered have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.

Upon completion of the investment, Goldcorp will have acquired ownership of 9,542,402 common shares of Auryn at a subscription price of C$3.67 per common share for a total purchase price of C$35,020,615.34. The common shares acquired by Goldcorp represent 12.5% of the issued and outstanding common shares of Auryn. Prior to this acquisition Goldcorp did not own any securities of Auryn. Goldcorp acquired the common shares for investment purposes. Goldcorp will evaluate its investment in Auryn from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease shareholdings as circumstances require. The exemption relied on for the acquisition of the common shares is Section 2.10 of National Instrument 45-106 – Prospectus and Registration Exemptions. A copy of the Early Warning report filed by Goldcorp in connection with the acquisition will be available on Auryn’s SEDAR profile. Goldcorp’s head office is located at Suite 3400 – 666 Burrard St. Vancouver, BC, V6C 2X8.

About Auryn

Auryn Resources is a technically driven 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 and has assembled an extensive technical team as well as a premier gold exploration portfolio. Auryn is focused on scalable high-grade gold deposits in established mining jurisdictions, which include the Committee Bay gold project located in Nunavut, the Homestake Ridge gold project in British Columbia and a portfolio of gold projects in southern Peru, through Corisur Peru SAC.

ON BEHALF OF THE BOARD OF DIRECTORS OF AURYN RESOURCES INC.

“Shawn Wallace”
President and CEO of Auryn Resources Inc.

For further information on Auryn Resources Inc., please contact Jay Adelaar, Manager of Investor Relations at (778) 729-0600.

Forward Looking Information

This release includes certain statements that may be deemed "forward-looking statements". Forward-looking information is information that includes implied future performance and/or forecast information including information relating to, or associated with completion of financings and finalization of related documentation These statements or graphical information involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different (either positively or negatively) from any future results, performance or achievements expressed or implied by such forward-looking statements.

Disclaimer

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States (the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements. Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

Auryn Provides Exploration Update and Plans for 2017

Vancouver, British Columbia – Dec 22 ^nd , 2016 – Auryn Resources Inc. (TSX: AUG, OTCQX : GGTCF) (“Auryn” or the “Company”) is pleased to provide an exploration update from it’s Peruvian portfolio and further information about its proposed 2017 exploration plans.

Peru

Auryn has been active during Q4, 2016 on its Peruvian portfolio with extensive surface sampling undertaken on the Sombero and Huilacollo properties to advance these projects toward a drill ready stage. Auryn is also active in negotiations with various communities across the portfolio with good progress being made.

Sombrero Project

Surface exploration work at the Sombrero project focused on the southern half of the property where 773 meters of trenching, 405 rock chips and 311 soil samples were collected. The purpose of this work was to expand upon the previous limited rock chip geochemical sampling that returned significant gold and copper values in the mineralized skarn setting. Importantly, the footprint of the known mineralized system was expanded by the new discovery of a 300 by 350 meter zone of skarn mineralization in the southwest region of the claim area.

Huilacollo Project

Exploration work on the Huilacollo project focused on the southern half of the property. 1,259 talus fine samples were taken over an area of 3 by 4 kilometers where no previous reliable surficial geochemical sampling had occurred. In addition, 25 rock chip samples were taken in select areas with outcrop that demonstrated epithermal textures. The purpose of this work was to develop a geochemical picture over geophysical anomalies characterized by resistivity highs and chargeability lows that have the potential to host oxide gold mineralization.

Banos del Indio

Exploration plans are to undertake a property wide IP survey in Q1 of 2017 and to further delineate targets which will be followed by surface sampling programs with drilling expected to begin in Q4. Banos Del Indio is one of the largest untested alteration systems in the Andes and sits on the same north south structure of the epithermal belt in Southern Peru which is 10 kms north of the Huilacollo concessions.

Curibaya

Exploration work on the Curibaya project focused on follow-up work on anomalous gold and copper drainage basins identified in Auryn’s 2016 stream sediment survey. Two high-level, multi-kilometer potentially porphyry style clay alteration systems have been identified in the southwest and northwest portions of the claims demonstrating that further follow-up work of soil and rock-chip sampling is warranted.

Auryn 2017 Exploration Plans

Auryn focused on capitalizing on the advancements achieved in a very successful 2016 field season. Targeting efforts have provided 17 high priority drill targets at the flagship Committee Bay gold project. The company has also been successful at assembling a world-class exploration portfolio with the additional acquisitions of the advanced Homestake Ridge project in the “Golden Triangle” of northwestern British Columbia and the Sombrero, Huilacollo and Baños del Indio projects in southern

Peru. Auryn’s global exploration plan in 2017 will be to aggressively drill all projects across its portfolio with the primary focus on new discoveries.

The proposed drill plan for 2017 is to drill a total of 55,000 meters of which 25,000 meters will be drilled across 17 multi-kilometer long targets in the Committee Bay project, 15,000 meters across the Homestake Ridge project and another 15,000 meters across the Sombrero, Huilacollo, and Baños del Indio projects in southern Peru.

Shawn Wallace, President and CEO, commented, “we are thrilled to have been able to acquire these high quality projects over the past 2 years. Each project provides a significant standalone opportunity for major discoveries while our portfolio approach significantly lowers Auryn's overall risk profile. 2017 will be a year where our technical and financial teams will capitalize on this foundation and execute our operational plan to realize the goal of value creation for all stakeholders and investors.“

Auryn has revised its portfolio video which is now available on our website, please visit: http://www.aurynresources.com/investors/video

About Auryn

Auryn is focused on scalable high-grade gold deposits in established mining jurisdictions, which include the Committee Bay gold project located in Nunavut, the Homestake Ridge gold project in British Columbia and a portfolio of gold projects in southern Peru, through Corisur Peru SAC.

ON BEHALF OF THE BOARD OF DIRECTORS OF AURYN RESOURCES INC.

“Shawn Wallace”
President and CEO of Auryn Resources Inc.

For further information on Auryn Resources Inc., please contact Jay Adelaar, Manager of Investor Relations at (778) 729-0600.

Cautionary Statements

The Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

Auryn Appoints Premier Mining Financier,
Michael Kosowan
to its Board of Directors

Vancouver, British Columbia – November 30th, 2016 – Auryn Resources Inc. (TSX: AUG, OTCQX: GGTCF) (“Auryn” or the “Company) is pleased to announce the appointment of Michael Kosowan, to its Board of Directors. Mr. Kosowan holds a Master’s of Applied Science degree, is a Mining Engineer (P.Eng.) and a former Investment Advisor of Sprott Private Wealth (Canada) and Sprott Global Resources Inc (USA).

Mr. Kosowan is also an industry expert with over 20 years experience in the junior mining sector. For the past 17 years, he has been leading mining investment and financings in the USA and Canada through his work with Sprott and other premier brokerage houses. Previously, Mr. Kosowan worked for number of top tier Canadian mining companies such as Placer Dome, Falconbridge and Inco, as a project Engineer, and for Atapa Minerals in Indonesia and Peru, as an Exploration Manager.

Auryn Executive Chairman, Ivan Bebek commented, “We are very fortunate to have someone of Michael’s caliber join our team. He brings a depth of experience on the financial and technical side of the business. Furthermore, his global network and long-term relationship with Auryn’s founders provides a seamless integration with the Auryn Board and will be a tremendous asset to the company as we plan to advance our entire exploration portfolio in 2017.

About Auryn

ON BEHALF OF THE BOARD OF
DIRECTORS OF AURYN
RESOURCES INC.

“ Ivan Bebek ”
Executive Chairman and Director,
Auryn Resources

The Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

For further details on Auryn Resources Inc., contact Jay Adelaar, Manager of Investor Relations at (778) 729-0600.

Auryn Identifies 17 High Priority Gold in Till Anomalies across the Committee Bay Belt

Vancouver, British Columbia – November 28th, 2016 – Auryn Resources Inc. (TSX: AUG, OTCQX: GGTCF) (“Auryn” or the “Company) is pleased to announce results from its belt wide till sampling program at the Committee Bay Gold Project located in Nunavut, Canada. The program was designed to screen the belt for the highest grade gold-in-till signatures to establish the priority sequencing for drill targets that could represent significant mineralized systems along the 300km Committee Bay greenstone belt.

Auryn COO & Chief Geologist, Michael Henrichsen commented, “Auryn’s belt wide till sampling program has identified 17 significant gold-in-till anomalies that represent large-scale mineralized systems within the Committee Bay gold belt. Our 2017 exploration program will be scaled to test each of the 17 multi-kilometer targets. ”

In the southwest region of the Committee Bay gold 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 (Figure 2).

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. This anomaly has not been drill tested. Historical drilling 5 km to the west of the Four Hills anomaly intersected 10.6 meters of 2.37g/t Au in an area of a weaker gold-in-till signature (Figure 5).

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 (Figure 3). 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 (Figure 6) 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 (Figure 6).

About Auryn

ON BEHALF OF THE BOARD OF
DIRECTORS OF AURYN
RESOURCES INC.

“Shawn Wallace”
President and CEO of Auryn Resources

Cautionary Statements and Technical Disclosures

Michael Henrichsen (Chief Operating Officer), P.Geo is the QP who assumes responsibility for the technical contents of this press release.

Till samples were collected mostly from active frost boils. Samples from 3 to 5 kg each sent to ALS Lab in Yellowknife, NWT and Vancouver, BC for preparation and then to ALS Lab in Vancouver, BC for analysis. All samples are analysed using Ultra-Trace Au by Cyanide Extraction and ICP-MS finish method (Au-CN44) and multi-element aqua regia digest ICP-AES/ICP-MS method (ME-MS41). QA/QC programs using internal standard samples, field and lab duplicates, re-assays, and blanks indicate good accuracy and precision in a large majority of standards assayed."

The Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

For further details on Auryn Resources Inc., contact Jay Adelaar, Manager of Investor Relations at (778) 729-0600.

Figure 1: illustrates drill targets defined by the 98 ^th percentile of tills within 5 structural corridors across the Committee Bay belt.

Figure 2: Illustrates the 9 highest priority till anomalies and potential source areas from the south-west region of the Committee Bay Belt.

Figure 3: Illustrates the 6 highest priority till anomalies and potential source areas from the Three Bluff region of the Committee Bay Belt.

Figure 5: Illustrates the similarity between the Four Hills and Three Bluffs deposit till anomalies. Note that the Four Hills till anomaly has a 3.5 km potential source area.

Figure 6: Illustrates the two mineralized trends within the Three Bluffs region of the Committee Bay Belt. The north-south trend is defined by the Three Bluffs deposit, Ridge, Prospector, Kanosak, Avinngaq, and Orca till anomalies and are situated along a corridor of subtle north-south trending structures identified in the 2016 high resolution airborne magnetics and electromagnetics geophysical survey.

Auryn reports remaining RAB drill results from 2016 program and Identifies two new high-grade boulder trains at Anuri and Ridge Prospects

Vancouver, British Columbia – November 25th, 2016 – Auryn Resources Inc. (TSX: AUG, OTCQX: GGTCF) (“Auryn” or the “Company) is pleased to announce results from its 2016 drill and boulder-sampling programs from its Committee Bay gold project located in Nunavut, Canada. Auryn successfully intersected gold in the majority of the RAB holes drilled across a set of east-west trending structures at Anuri that were the primary focus of the 2016 drill program. Highlights from the drilling include; 9.14 meters at 1.04g/t Au, 7.62m @ 1.05g/t, and 3.05m @ 2g/t Au (see Figure 1). The structure intersected is interpreted by Auryn to be a secondary structure based on the discovery of a new high-grade boulder train at Anuri that has a source along a prominent regional north-south trending fault zone adjacent to the 2016 drilling area (see Figure 1). The top 5 samples from the new boulder train are as follows: 45.9g/t Au, 41.5g/t Au, 33.3g/t Au, 14.55g/t Au, and 12.65g/t Au.

Shawn Wallace, President and CEO stated, “The progress at the Committee Bay project achieved over the last two years has been significant. We have completed extensive surface work over 85% of the nearly 300km long greenstone belt and importantly have drastically reduced drill costs. Our 2016 RAB drill campaign was limited to 2 target areas in the southwest of the project identified during the limited 2015 program; however, based on our 2016 surface work, we have properly defined 17 high priority drill ready targets across the belt.”

RAB Drilling Results:

The RAB drilling undertaken this year successfully intersected gold-bearing structures underneath till cover validating our approach to target the source rock of gold-in-till anomalies and mineralized boulder trains. The program at the Anuri prospect targeted an east-west structure where gold mineralization was encountered consistently throughout the drill holes. The remaining unreleased highlights from this program are listed below in Table 1 with the complete drill results from the remainder of the Anuri drilling presented in Appendix A.

Table 1: Highlights from remaining 2016 RAB drill holes:

Target Area	Hole ID	From	To	Length	Grade Au
Target Area	Hole ID	(meters)	(meters)	(meters)	g/t
Anuri	16ARR016	92.96	100.58	7.62	1.05
Anuri	16ARR022	39.62	48.77	9.14	1.04
Muskox	16MXR005	62.48	65.53	3.05	2.02

Boulder Sampling results:

The boulder sampling program was designed to aid in developing high-grade drill targets for 2017 by screening prospective boulder trains identified in high-resolution drone imagery. This program focused on certain areas within the Anuri and Three Bluffs corridors, targeting only eight discrete boulder trains that represent only a fraction of those identified across the belt (see Figure 2). Of the boulder trains sampled, two were identified as containing high-grade gold values, one at Anuri and the other, referred to as Ridge, located in the proximity of the Three Bluffs deposit.

Table 2 – High-grade boulders above 2g/t gold sampled from the Anuri boulder train

	Sample ID	Au_g/t			Au g/t			Au g/t
1	K781071	45.9	10	S695021	7.31	19	S695018	3.31
2	S695000	41.5	11	S695010	6.85	20	K781029	3.1
3	K781073	33.3	12	S695031	5.96	21	S694996	2.86
4	S694992	14.55	13	S695030	5.75	22	S695012	2.67
5	S694983	12.65	14	S695007	5.53	23	S695033	2.4
6	K781062	12.15	15	S695017	4.73	24	K781042	2.28
7	S695015	9.12	16	K781063	4.29	25	S695019	2.19
8	S694999	8.8	17	K781072	3.97	26	K781050	2.09
9	S694991	8.52	18	S695032	3.39

The newly identified high-grade boulder train at the Anuri prospect has demonstrated a source area to be along a major N-S fault zone that was not drill tested during the 2016 summer RAB drilling program (see Figure 2). This boulder train is 2.6 km long with the 112 samples taken from this train averaging 2.43g/t Au. The total strike length of the north south oriented structure that has the potential to be gold bearing based on regional till sampling and boulder train sampling, is approximately 8 km and will be drill tested during the 2017 summer exploration program.

Table 3 - High-grade boulders above 2g/t gold sampled from Three Bluffs boulder trains

	Sample ID	Au g/t	Prospects		Sample ID	Au g/t	Prospects
1	S640042	11.0	Ridge/Ridge South	7	S640120	2.52	Avinngaq
2	K781116	6.16	Ridge/Ridge South	8	S695047	2.52	Prospector
3	S640051	4.47	Ridge/Ridge South	9	K781104	2.33	Ridge/Ridge South
4	K781084	3.75	Prospector	10	S640048	2.28	Ridge/Ridge South
5	S640023	2.56	Ridge/Ridge South	11	S640050	2.03	Ridge/Ridge South
6	K781090	2.55	Prospector

The newly identified boulder train at the Ridge prospect demonstrates the potential for additional high-grade discoveries within the Three Bluffs deposit region. The Ridge prospect is undrilled and is one of 17 targets that is planned to be tested during a 2017 summer RAB drill program. In addition, boulder samples taken from the Prospector and Avinngaq prospects demonstrate the potential for multiple sources of gold mineralization in a subtle 20 km long north south trending structural corridor that was defined from a 2016 high resolution magnetics and EM airborne geophysics survey (Fig 1).

Auryn COO & Chief Geologist Michael Henrichsen commented, “The Committee Bay Greenstone Belt remains a singular opportunity for the potential of multiple high grade discoveries. Our innovative approach over the last 2 years has led us to not only lower costs in the Arctic but to a develop the most robust targets across the entire belt with the largest gold signatures that we look forward to drilling in 2017”.

About Auryn

ON BEHALF OF THE BOARD OF
DIRECTORS OF AURYN
RESOURCES INC.

“Shawn Wallace”
President and CEO of Auryn Resources

For further details on Auryn Resources Inc., contact Jay Adelaar, Manager of Investor Relations at (778) 729-0600.

Cautionary Language and Technical Disclosures:

Michael Henrichsen, P.Geo, COO of Auryn, is the Qualified Person who assumes responsibility for the technical disclosures in this press release.

RAB Drilling Results

Intercepts were calculated using a minimum of a 0.25 g/t Au cut off at beginning and end of the intercept and allowing for no more than four consecutive samples (six meters) of less than 0.25 g/t Au.

Analytical samples were taken using 1/8 of each 5ft (1.52m) interval material (chips) and sent to ALS Lab in Vancouver, BC for preparation and analysis. All samples are assayed using 50g nominal weight fire assay with atomic absorption finish (Au-AA26) and multi-element four acid digest ICP-AES/ICP-MS method (ME-MS61). QA/QC programs using internal standard samples, field and lab duplicates and blanks indicate good accuracy and precision in a large majority of standards assayed.

True widths of mineralization are unknown based on current geometric understanding of the mineralized intervals.

Boulder Sampling

Approximately 1kg of material was collected for analysis and sent to ALS Lab in Vancouver, BC for preparation and analysis. All samples are assayed using 50g nominal weight fire assay with atomic absorption finish (Au-ICP21) and multi-element four acid digest ICP-AES/ICP-MS method (ME-MS41). QA/QC programs using internal standard samples, field and lab duplicates and blanks indicate good accuracy and precision in a large majority of standards assayed.

Rock grab samples are selective by nature and are unlikely to represent average grades on the property.

Neither Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

Figure 1: Illustrates the locations of newly discovered high-grade gold boulder trains from the 2016 summer program at the Anuri and Ridge Prospects from the SW and Three Bluffs region of the Committee Bay belt.

Figure 2: Illustrates the newly discovered high-grade gold boulder train from the Anuri prospect. Importantly the source area located on a large scale north-south trending fault zone has not been drill tested. The total length of the prospective structure based on 2015 till results and 2016 boulder sampling is approximately 8 km in length.

Appendix A: Remaining RAB holes from Anuri prospect (complete table)

Target Area	HoleID	From	To	Length	Grade Au
Target Area	HoleID	(meters)	(meters)	(meters)	g/t
Anuri	16ARR012	97.54	105.16	7.62	0.18
Anuri	16ARR014	160.02	161.54	1.52	0.34
Anuri	16ARR016	92.96	100.58	7.62	1.05
	incl.	92.96	94.48	1.52	3.23
Anuri	16ARR016	106.68	109.73	3.05	0.53
Anuri	16ARR016	118.87	120.40	1.52	0.32
Anuri	16ARR017	28.96	30.48	1.52	0.45
Anuri	16ARR017	120.40	123.44	3.05	0.38
Anuri	16ARR017	140.21	143.26	3.05	0.31
Anuri	16ARR018	73.15	74.68	1.52	0.54
Anuri	16ARR020	24.38	25.91	1.52	0.28
Anuri	16ARR020	109.73	111.25	1.52	0.6
Anuri	16ARR021	45.72	47.24	1.52	0.26
Anuri	16ARR021	54.86	56.39	1.52	0.29
Anuri	16ARR022	39.62	48.77	9.14	1.04
	incl.	39.62	41.15	1.53	2.7
Anuri	16ARR022	181.36	182.88	1.52	2.14
Anuri	16ARR023	59.44	60.96	1.52	1.46
Anuri	16ARR023	64.01	65.53	1.52	0.55
Anuri	16ARR023	74.68	76.20	1.52	0.27
Anuri	16ARR025	9.14	10.67	1.52	0.63
Anuri	16ARR025	24.38	25.91	1.52	0.76
Anuri	16ARR025	47.24	48.77	1.52	0.4
Anuri	16ARR026	102.11	103.63	1.52	0.26
Anuri	16ARR026	108.20	109.73	1.52	1.47
Anuri	16ARR028	115.82	117.35	1.52	1.56
Anuri	16ARR028	123.44	124.97	1.52	0.96
Anuri	16ARR030	45.72	47.24	1.52	0.34
Anuri	16ARR030	97.54	99.06	1.52	0.3
Anuri	16ARR032	108.20	109.73	1.52	0.38
Anuri	16ARR034	18.29	19.81	1.52	0.41
Muskox	16MXR001	12.19	13.72	1.52	0.45
Muskox	16MXR001	22.86	24.38	1.52	0.34
Muskox	16MXR001	91.44	97.54	6.10	0.35
Muskox	16MXR001	102.11	103.63	1.52	0.39
Muskox	16MXR003	114.30	115.82	1.52	1.78
Muskox	16MXR003	185.93	187.45	1.52	0.39
Muskox	16MXR004	28.96	30.48	1.52	0.86
Muskox	16MXR004	146.30	147.83	1.52	0.3

Muskox	16MXR005	30.48	32.00	1.52	0.36
Muskox	16MXR005	48.77	50.29	1.52	0.54
Muskox	16MXR005	62.48	65.53	3.05	2.02

Auryn Resources announces Results of Enhanced Metallurgical Testing at Homestake

Vancouver, British Columbia (November 14th, 2016) – Auryn Resources Inc. (TSX:AUG, OTCQX:GGTCF) ("Auryn" or the “Company” ) is pleased to announce the results of its enhanced metallurgical testing which was completed under the direction of TS Technical Services Ltd. and Base Metallurgical Laboratories Ltd. on the Homestake Ridge Project. The Homestake Ridge Project was acquired by Auryn through its acquisition of Homestake Resource Corporation (“Homestake”) (see Press Release dated September 8 ^th , 2016). Results from the preliminary metallurgical tests showed strong metallurgical recoveries and the ability to produce high value copper and lead concentrates from both the Homestake Main and Homestake Silver zones respectively. The lead concentrate of 26.5% Pb produced from the silver zone composites contained 789 g/t Au and 12,100 g/t Ag while the copper concentrate of 25.7% Cu produced from the gold zone composites contained 387g/t Au and 652g/t Ag.

Shawn Wallace, President and Chief Executive Officer of Auryn, stated “these preliminary metallurgical test results provide further confirmation that the Homestake Ridge Project is a significant mineral asset for Auryn. By processing copper and lead rich mineralization separately, we were able to produce high value concentrates containing four metals as opposed to the previously generated lower value single concentrate containing three metals.”

Mr. Wallace further stated, “these results are well received in advance of a 10,000 to 15,000 meter drill program that will commence in July 2017, designed to expand the existing mineralization along strike as well as to target new discoveries at existing highly prospective exploration targets.”

The results are from a 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.

Table 1: Metallurgical test results on the Homestake Main zone

	Concentrate Grade	Recovery
Process	(g/t) or (%)	%

Cu Flotation - Au	387.0 g/t	55%
Cu Flotation - Ag	652.0 g/t	45%
Cu Flotation - Cu	25.7%	75%

Combined - Au recovery		84%
(after cyanidation)
Combined – Ag Recovery
(after cyanidation)		72%

Table 2: Metallurgical test results on the Homestake Silver zone

	Concentrate Grade	Recovery
Process	(g/t) or (%)	%

Pb Flotation - Au	789.0 g/t	65%
Pb Flotation - Ag	12,100.0 g/t	50%
Pb Flotation - Pb	26.5%	70%

Combined - Au Recovery		88%
(after cyanidation)
Combined - Ag Recovery		73%
(after cyanidation)

Note: Au and Ag values shown in g/t, all other elements are reported in percent

These results show a marked improvement over the preliminary testing originally conducted by Homestake from 2011 to 2013. The original testing focused on a single blended ore source from both zones, while Auryn’s testing kept the ore from each zone separate, producing two different concentrates, a copper concentrate from the main zone and a lead concentrate from the silver zone.

The results suggest very promising potential to produce gold, silver and other metals using a low cost process that would maximize the extraction of gold and silver. Although the results are preliminary and little optimization has yet been performed, they clearly afford the Company flexibility in how to develop the project. Importantly, the concentrates produced from the flotation tests contain extremely high precious metals grades improving the potential salability.

Tom Shouldice of TS Technical Services stated, “We were impressed with the results of the testing.

Producing a concentrate of such high precious metal content is a positive step towards any future development at H omestake Ridge.”

Qualified Persons - The metallurgical testwork was completed by Base Metallurgical Laboratories Ltd., under the supervision of Thomas Shouldice P.Eng. of TS Technical Services Ltd., a Qualified Person under the terms of NI 43-101. Thomas Shouldice, P.Eng of TS Technical Services Ltd., is independent of Auryn and has approved the contents of this press release that pertain to the metallurgical test work results and their interpretation.

About Auryn Resources

Auryn Resources 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.

ON BEHALF OF THE BOARD OF DIRECTORS
OF AURYN RESOURCES INC.

“ Shawn Wallace ”

Shawn Wallace
President & Director,

Telephone: +1 (778) 729-0600:
Website: www.aurynresources.com
Email: info@aurymnresources.com

Neither Toronto Stock Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

Auryn Resources commences work on Peruvian Portfolio

Vancouver, British Columbia (October 14th, 2016) – Auryn Resources Inc. (TSXV:AUG, OTCQX:GGTCF) (“Auryn” or the “Company”) is pleased to announce that is has initiated exploration programs on it’s Peruvian portfolio of projects focused in southern Peru (see figure 1). The focus of the exploration programs will be a combination of extensive surface sampling, trenching, mapping and geophysics to advance the projects to drill ready stage in 2017.

Our exploration focus will start on the Huilacollo and Baños del Indio oxide epithermal gold systems . These two projects are considered by Auryn to be part of the same structurally controlled epithermal system (see figure 2).

The Huilacollo project is 2,000 hectares and is currently characterized by a mineralized zone, 350 meters by 150 meters, as defined by historical drilling as presented in the table below. In addition, Auryn has identified numerous high quality exploration targets based on high resistivity, low chargeability geophysical signatures that are coincident with gold in soils. Importantly, only one third of the 6 km by 4 km alteration system has seen any kind of surface exploration to date (see figure 3).

Table 1: Huilacollo selected intercepts

Hole_ID	From	To	Interval	Au g/t	Ag g/t	*Au g/tmeters**
AM-14	0	82.5	82.5	1.16	6.5	95.6
AM-13	0	62	62	0.94	12.1	58.1
AM-13	128	146	18	1.04	4.3	18.7
AM-06	0	88	88	1.05	9.0	92.1
AM-16	0	82	82	0.99	18.5	80.9
AM-01	0	80	80	1.29	11.8	103.2
AM-02	0	50.65	50.65	1.24	9.3	63.0
HU-3	5.45	39.45	34	2.14	22.1	72.9

Intercepts were calculated using a minimum of a 0.2 g/t Au cut off at beginning and end of the intercept and allowing for no more than four meters of less than 0.2 g/t Au. True widths of the reported intercepts are believed to be approximately 60% of the drilled widths.

In 2016/17, the Company will undertake the following at Huilacollo:

	•	A multi-spectral analysis for clays to identify high temperature structures indicative of gold mineralization in Q4 2016;
	•	A high resolution geochemical sampling, trenching and geologic mapping across the entire land package to be completed by Q1, 2017; and,

•

An initial 3,000 to 5,000 meter drill program estimated to commence in Q1, 2017.

The Baños del Indio project is considered by Auryn to be one of the largest untested high sulphidation alteration systems in Peru and shares many similarities to the La Coipa mine complex in northern Chile where economic mineralization is principally located beneath steam heated epithermal alteration. The project is comprised of 5,000 hectares and is characterized by a 9 km by 6 km alteration system that has seen only very limited surface sampling to date.

In 2017 the company will undertake the following at Baños del Indio :

	•	A multi-spectral analysis for clays to identify high temperature structures indicative of gold mineralization in Q4, 2016;
	•	A property wide induced polarization geophysical survey to identify potential fault zones; and,
	•	An initial 2,500 meter discovery based drill program anticipated for Q4 2017.

Sombrero gold – copper-skarn system:

The Sombrero property is comprised of 3,800 hectares and is located in the Eocene-Oligocene aged copper gold porphyry and skarn belt that hosts the Las Bambas and Tintaya deposits. The project is characterized by several high-grade gold and copper surficial grab samples and remains undrilled. Auryn has identified over 20 km of potential contact between limestones and intrusives on the project that are prospective for skarn mineralization (see figure 4).

In 2016/17, the Company will undertake the following at Sombrero:

	•	Reprocessing of magnetics and induced polarization geophysical surveys to aid in drill targeting in Q4 2016; and,
	•	A geological mapping and geochemical sampling program across the property to be completed by Q2, 2017;
	•	An Initial trenching program to identify high-grade mineralization under quaternary cover in Q2, 2017; and,An initial drill program consisting of 2,000 meters in Q4 2017.

Curibaya gold – copper porphyry system:

The early staged Curibaya property comprises 31,600 hectares within the Miocene Cu-Au porphyry belt that hosts the Cerro Verde, Cuajone, Quellaveco, and Tocquepala deposits. The project is transected by the regional Incapuio fault zone and subsidiary structures that are collectively interpreted as one of the fundamental controls for both epithermal and porphyry styles of mineralization. Auryn conducted a property wide stream sediment sampling survey and identified an 8 km x 6 km area of drainage basins that are anomalous in both gold and copper (see figure 5).

In 2016/17, the Company will undertake the following at Curibaya:

•

Geologic mapping and geochemical sampling within anomalous drainage basins in Q4, 2016.

Further work based on results to be determined.

Shawn Wallace President and CEO stated, “We are excited to have started our work programs across our Peruvian Portfolio, the projects we were fortunate to acquire are located in some of the most prospective mineral belts in the country. Each project is at various stages of exploration and all represent excellent exploration opportunities.” Mr. Wallace further stated “Our portfolio as a whole has now become active across every project, the next 18 months will be exceptionally busy for us with exploration and drilling in support of our goal of making multiple significant gold discoveries.”

Figure 1 illustrates the property locations of Auryn’s Peruvian portfolio in southern Peru

Figure 2 depicts the common structural setting of the Baños del Indio and Huilacollo properties along a major north – south trending structure

Figure 3 illustrates the limited historical exploration drilling work done at the Huilacollo property. Importantly two-thirds of the alteration system has not seen any exploration work of any kind.

Figure 4 illustrates the style of mineralization found on the Sombrero project area located at the contact between limestones and diorite intrusives. The samples disclosed are grab samples and thus may not be representative.

Figure 5 illustrates overlapping gold and copper stream sediment anomalies within the Curibaya property.

ON BEHALF OF THE BOARD OF DIRECTORS OF AURYN RESOURCES INC.

Shawn Wallace
President & Director

For Investor Relations inquiries please contact Jay Adelaar:

Telephone: 1.778.729.0600
Website: www.aurynresources.com
Email: info@aurymnresources.com

Michael Henrichsen, P.Geo, COO of Auryn, is the Qualified Person who assumes responsibility for the technical disclosures in this press release.

Neither the 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.

This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the company expects are forward-looking statements. Although the company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The principal factors that could cause actual results to differ materially from those in forward-looking statements in connection with this news release include the uncertainty of. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company’s continuous disclosure filings that are available at www.sedar.com

Auryn Resources receives conditional acceptance to list on the Toronto Stock Exchange

Vancouver, British Columbia (October 5th, 2016) – Auryn Resources Inc. (TSXV:AUG, OTCQX:GGTCF) (“Auryn” or the “Company”) is pleased to announce that it has received conditional approval to list the Company’s common shares on the Toronto Stock Exchange (“TSX”).

Shawn Wallace, President and CEO, commented, “Graduation to the TSX mainboard will give the Company access to additional investors at home and abroad and should provide better liquidity for all of our shareholders.”

ON BEHALF OF THE BOARD OF DIRECTORS
OF AURYN RESOURCES INC.

“ Shawn Wallace ”

Shawn Wallace
President & Director,

Telephone: +1 (778) 729-0600:
Website: www.aurynresources.com
Email: info@aurymnresources.com

Auryn Resources provides update on 60% of the 2016 Committee Bay Exploration Results

Vancouver, British Columbia (October 3rd, 2016) – Auryn Resources Inc. (TSXV:AUG, OTCQX:GGTCF) (“Auryn” or the “Company”) is pleased to announce partial results from its summer exploration program at the 300 km long Committee Bay Gold Project. Highlights include 13.71 meters of 1.91g/t at the Anuri prospect and 23 meters of 2.5g/t and 30 meters of 2.12g/t from the Three Bluffs deposit . During the 8 week summer program, the Company completed a major screening of the Committee Bay greenstone belt with approximately 10,000 meters of rotary air blast (“RAB”) drilling, 3,750 meters of diamond drilling at the Three Bluffs deposit, 5,500 regional till samples, 3,100 XRF till samples, 1,000 line kilometers of mapped boulders and 3,500 square kilometers of drone imagery over an 8 week field season covering an estimated 85% of the belt (see figure 1).

Michael Henrichsen, Chief Geologist and COO of Auryn commented, “The initial RAB exploration drill results successfully intersected structures with gold mineralization underneath till cover. This has been a critical step forward on our path to discovery as it allows us to effectively target and drill the numerous high-grade corridors that have been highlighted from our 2016 summer reconnaissance work.

At the Three Bluffs deposit, the modest five hole drill program demonstrated that the mineralized system extends to depth and remains open. We are very pleased to see the open nature of the system and plan to re-log the deposit in 2017 to enable us to efficiently target high-grade mineralization for the next phase of Three Bluffs drilling.

We were able to achieve a tremendous amount of work this summer and look forward to the remaining drill results as well as the details of the 6 new multi-kilometer high-grade target corridors that we plan to drill in our 25,000 meter Committee Bay drill program in 2017.”

RAB Drilling Results:

The RAB drilling undertaken this year was designed to test new target structures underneath till cover and to drill the source rock of gold in till anomalies and mineralized boulder trains. To date 60% of the results have been received with the following highlights from Anuri, Muskox and West Plains target areas listed in the table below. The RAB drill program has approximately 30 holes yet to be released.

Target Area	Hole ID	From (meters)	To (meters)	Length (meters)	Grade Au g/t
Anuri	16ARR003	36.58	50.29	13.71	1.91

		108.21	112.78	4.57	1.48
Anuri	16ARR002	153.92	173.74	19.81	0.81
Muskox	16MXR002	96.01	103.63	7.62	0.4
West Plains	16WPR047	79.25	83.82	4.6	1.86

Diamond Drilling Results:

The diamond drilling at the Three Bluffs deposit had a primary objective of extending the mineralization at the deposit to depth (see figure 2). 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. Drill highlights of the five hole program are listed in the table below:

Target Area	Hole ID	Nearest drill hole (meters)	From (meters)	To (meters)	Length (meters)	Grade Au g/t
Antler	16AN043	240	results pending
Antler	16AN044	190	443	452	9	3.43
	including		444	477	3	7.44
Three Bluffs	16TB147	150	419	442	23	2.5
	including		430	433	3	7.01
Three Bluffs	16TB148	110	465	476	11	1.73
			552	566	14	1.73
			600	601	1	10.95
Three Bluffs	16TB149	250	777	807	30	2.12
	including		801	806	5	7.01

The Company has ordered and shipped fuel for a 25,000 meter drill program in 2017 which will be focused on testing 6 significant new targets identified in the 2016 program as well as following up on current results.

Shawn Wallace, President and CEO, commented “ We are very pleased with the amount of work we were able to complete at our Committee Bay project this year as well as the success we have had in encountering gold mineralization beneath the till cover. Our 2017 program will be refined by what we learned this year and spread across 6 different targets that are drill ready.”

Mr. Wallace further stated, “With the recent acquisitions of Homestake and Banos Del Indio, we have assembled the bulk of our exploration portfolio and are now focused on the drilling and exploration of all three project areas in the coming year.”

Figure 1: Illustrates belt wide exploration through till sampling and drone imagery acquisition. 2016 drill targets are highlighted by the red polygons.

Figure 2: Illustrates the large-scale step out drill program on the Three Bluff deposits. Results demonstrate the deposit is open to depth and along strike.

ON BEHALF OF THE BOARD OF DIRECTORS
OF AURYN RESOURCES INC.

“ Shawn Wallace ”

Shawn Wallace
President & Director,

Telephone: +1 (778) 729-0600:
Website: www.aurynresources.com
Email: info@aurymnresources.com

Michael Henrichsen, P.Geo, COO of Auryn, is the Qualified Person who assumes responsibility for the technical disclosures in this press release.

RAB Drilling Results

Intercepts were calculated using a minimum of a 0.25 g/t Au cut off at beginning and end of the intercept and allowing for no more than four consecutive samples (six meters) of less than 0.25 g/t Au.

True widths of mineralization are unknown based on current geometric understanding of the mineralized intervals.

Diamond Drilling Results

Intercepts were calculated using a minimum of a 1.0 g/t Au cut off at beginning and end of the intercept and allowing for no more than six consecutive meters of less than 1.0 g/t Au.

Analytical samples were taken by sawing NQ diameter core into equal halves on site and sent one of the halves to ALS Lab in Vancouver, BC for preparation and analysis. All samples are assayed using 50g nominal weight fire assay with gravimetrical finish (Au-GRA22) and multi-element four acid digest ICP-AES/ICP-MS method (ME-MS61). QA/QC programs using internal standard samples, field and lab duplicates and blanks indicate good accuracy and precision in a large majority of standards assayed.

Based on the estimated geometry of the mineralized zones, the true widths of the intervals drilled at the Three Bluff deposit are believed to be at approximately 40-75% of the drilled widths.

Auryn options Banos Del Indio gold property in Southern Peru

Vancouver, British Columbia (September 26th, 2016) – Auryn Resources Inc. (TSXV:AUG, OTCQX:GGTCF) (“Auryn”) is pleased to announce that it has acquired the option to earn a 100% interest in the Baños del Indio gold project located 10 km to the north of Auryn’s Huilacollo project with known gold mineralization (see figure 1 and figure 2). The project is located in the Tacna province of Southern Peru. The Banos Del Indio gold project hosts one of the largest untested alteration systems in the Andes and is located within a prominent epithermal belt.

Shawn Wallace, President and CEO commented, “Our pursuit of acquisitions in Peru has been largely predicated on our technical teams vast knowledge and experience in the country. Banos Del Indio represents an exceptional exploration opportunity that our technical team has been aware of and desired for several years.”

Mr. Wallace further stated, “With these acquisitions in Peru and the others that we have recently completed, our goal of building a diverse portfolio with high grade exploration targets in Canada and some of the largest scalable oxide exploration targets is being achieved. We look forward to aggressively executing capital efficient exploration programs including substantive drill programs over the next few years.“

Baños Del Indio Property

The Baños del Indio epithermal property is comprised of 7,534 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 (see Figure 3). 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.

Antonio Arribas, Director of Auryn, stated “Banos del Indio is one of the largest and least explored alteration anomalies that I am familiar with in the region which I have been aware of for several years. The property is situated in the perfect location for significant epithermal discoveries in Southern Peru.”

The Company acquired the rights to the Baños del Indio property through an option agreement with a local Peruvian company, Exploandes S.A.C (the “Banos Option”). Under the Baños Option, the Company may acquire a 100% interest, subject to a net smelter return royalty (NSR), through a combination of work expenditures and cash payments (all dollar amounts are in USD) as detailed in the table below:

Due dates	Property Payments	Work Expenditures
On signing	$ 100,000	-
Within 12 months of the commence of work (additional)	$ 100,000	$ 200,000
Within 24 months of the commence of work (additional)	$ 100,000	$ 250,000
Within 36 months of the commence of work (additional)	$ 200,000	$ 1,000,000
Within 48 months of the commence of work (additional)	$ 150,000	$ 2,000,000
Within 60 months of the commence of work (additional)	$ 2,500,000	-
Total	$ 3,150,000	$ 3,450,000

The Banos del Indio NSR is 3.0% with 50% (being 1.5%) buyable for $6,000,000. In the event the Company does not complete a feasibility study within 3 years of exercising the option, an escalating advanced royalty starting at $200,000 per annum shall become payable. The total amount of the advanced royalty is capped at $1.5 million.

The Company is also obligated to pay a production bonus of $2,500,000 upon initial commercial production.

Figure 1: Location of Curibaya, Huilacollo and Banos del Indio licenses within the southern Peru epithermal and porphyry belts.

Figure 2: Structural setting of the Curibaya, Huilacollo and Banos del Indio licenses with highlighted projects in the vicinity.

Figure 3: Illustrates the nature of the extensive steam heated, argillic and silica alteration found across the Baños del Indio licenses

The Baños del Indio licenses are located within a special economic zone situated within 50km of the Peruvian boarder. As a non-resident company, Auryn’s right to ultimately exploit these licenses or register its interests require approval from the Peruvian government in the form of a Supreme Decree. Auryn is in the process of submitting its applications with respect the approval and anticipates receiving the approval prior to exercising its option.

The securities to be issued pursuant to the transaction have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the company expects are forward-looking statements. Although the company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The principal factors that could cause actual results to differ materially from those in forward-looking statements in connection with this news release include the uncertainty of Homestake shareholders approvals, and the outcome of regulatory and judicial approvals. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company’s continuous disclosure filings that are available at www.sedar.com

Auryn Resources Completes Acquisition of Homestake Resource Corp.

Vancouver, British Columbia (September 8th, 2016) – Auryn Resources Inc. (TSXV:AUG, OTCQX:GGTCF) ("Auryn") is pleased to announce, effective September 7, 2016, 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 Homestake Resource Corporation (“Homestake”). Homestake is now a wholly-owned subsidiary of Auryn.

Shawn Wallace, President and Chief Executive Officer of Auryn, stated “We are very pleased to have completed another key acquisition further achieving Auryn’s objective of acquiring high-grade, quality, expandable gold assets in a premier mining jurisdictions.”

He further commented, “the primary factors that compelled us to make the Homestake acquisition was the high-grade gold mineralization and more importantly the potential to expand it in the immediate and surrounding areas.

We look forward to exploring this asset with our multi-disciplinary technical team with a goal of making additional discoveries through our planned 2017 drill campaign.”

Lawrence Page, Q. C., former Chairman of Homestake stated, “the merger of the two Companies proceeded smoothly and expeditiously. Former shareholders of Homestake, who are now shareholders of Auryn, have a bright future based upon a fusion into one Company of three highly prospective mineral properties in jurisdictions where exploration and development results achieved by the highly professional Auryn exploration team, will undoubtedly add share value.”

As a result, the Homestake shares will be delisted from the TSX Venture Exchange and Auryn will apply to the relevant securities commissions for Homestake to cease to be a reporting issuer under Canadian securities laws.

In addition, as previously announced, the Company issued 437,675 shares at $2.30 per share to settle outstanding debt of $1,006,655 payable to former creditors of Homestake.

About Auryn Resources

About Homestake Resource Corporation

Homestake owns a 100 percent interest in the Homestake Ridge project, located in the Kitsault Mineral district in northwestern British Columbia, subject to various royalty interests held by vendors. The project is being advanced as a potential high-grade underground mining operation. To date, 268 holes, totalling 77,845 metres, have been completed on the property by Homestake and multiple exploration targets remain to be tested on the 3,617-hectare property. For more information on the Homestake Ridge project please refer to the Homestake’s website at www.homestakeresourecorporation.com.

ON BEHALF OF THE BOARD OF DIRECTORS
OF AURYN RESOURCES INC.

“ Shawn Wallace ”

Shawn Wallace
President & Director,

Telephone: +1 (778) 729-0600:
Website: www.aurynresources.com
Email: info@aurymnresources.com

This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the company expects are forward-looking statements. Although the company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The principal factors that could cause actual results to differ materially from those in forward-looking statements in connection with this news release include the uncertainty of Homestake shareholders approvals, and the outcome of regulatory and judicial approvals. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company’s continuous disclosure filings that are available at www.sedar.com

Homestake shareholders approve acquisition by Auryn

Vancouver, British Columbia (August 26th, 2016) – Auryn Resources Inc. (TSXV:AUG, OTCQX:GGTCF) ("Auryn") is pleased to announce that the plan of arrangement (the “ Arrangement ”), pursuant to which Auryn will acquire all of the issued and outstanding common shares of Homestake Resource Corporation ( “Homestake”) was approved by Homestake shareholders at the special meeting of Homestake shareholders held on August 25, 2016. At the meeting, approximately 98.2% of the votes cast by Homestake shareholders were voted in favour of the Arrangement. A total of 27,149,419 Homestake common shares were voted at the meeting, representing approximately 39.1%% of the votes attached to all outstanding Homestake shares.

Shawn Wallace, President and CEO stated, “We are very pleased with the strong support from the Homestake Shareholders in respect to this acquisition which allows us to own 100% of a significant high-grade gold discovery. The Homestake Ridge project gives us the opportunity to considerably expand upon an existing resource and exploit the numerous high-quality exploration targets that exist within the property. Homestake Ridge complements our portfolio as it is high-grade and located in a premier jurisdiction for gold exploration and mining.”

Full details of the Arrangement and certain other matters are set out in the management information circular of Homestake dated July 21, 2016 (the “ Information Circular ”). A copy of the Information Circular and other meeting materials can be found under Homestake’s profile on SEDAR at www.sedar.com.

Homestake is seeking a final order of the Supreme Court of British Columbia to approve the Arrangement at a hearing expected to be held on August 29th, 2016. In addition to the approval of the court, the Arrangement is subject to the satisfaction of other closing conditions customary in a transaction of this nature. It is currently expected that, subject to receipt of all approvals, the Arrangement will close on or about September 7, 2016.

About Auryn Resources

About Homestake Resource Corporation

Ridge project please refer to the Homestake’s website at www.homestakeresourecorporation.com.

ON BEHALF OF THE BOARD OF DIRECTORS
OF AURYN RESOURCES INC.

“ Shawn Wallace ”

Shawn Wallace
President & Director,

Telephone: +1 (778) 729-0600:
Website: www.aurynresources.com
Email: info@aurymnresources.com

This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the company expects are forward-looking statements. Although the company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The principal factors that could cause actual results to differ materially from those in forward-looking statements in connection with this news release include the outcome of regulatory and judicial approvals. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company’s continuous disclosure filings that are available at www.sedar.com.

Auryn Resources options Sombrero project in Peru from Alturas

Vancouver, British Columbia (July 13th, 2016) – Auryn Resources Inc. (TSXV:AUG, OTCQX:GGTCF) ("Auryn") and Alturas Minerals Corp (TSXV:ALT) ("Alturas") are pleased to announce that Auryn has entered into an option agreement (the “Agreement”) on Alturas’ 100% owned, 3,800 hectare, copper-gold Sombrero property mining concessions located 340 kilometers SE of Lima in southern Peru.

The Sombrero property is hosted in the Andahuaylas-Yauri belt and is interpreted to be on the north-western margins of this Eocene-Oligocene aged copper-gold porphyry and skarn belt that hosts the Las Bambas, Haquira, Los Chancas, Cotambambas, Constancia, Antapaccay and Tintaya deposits (figure 1). The principal target at Sombrero is copper-gold skarn mineralization that Auryn feels have similarities to the Tintaya and Las Bambas mines in terms of their geological setting. The project is characterized by a strong structural control and significant copper and gold values from historical surface samples. Importantly there has been no drilling that has occurred on the project to date.

Shawn Wallace, CEO of Auryn Resource states, “Auryn’s technical team has identified an excellent opportunity to explore within this very important copper-gold endowed belt within Peru as we continue to develop our exploration strategy within the country.”

Under the terms of the Agreement dated on June 28 ^th , 2016 (the “Effective Date”), Alturas granted to Auryn the exclusive assignable right and conditional option (the “Option”) to acquire either 80% or 100% of the Sombrero concessions.

In order to exercise the Option and acquire a participating interests (“Interest”) for 80% of the Sombrero concessions, Auryn must incur up to US$2.1 million work expenditures within a five year period and make cash payments of $200,000 as follows:

•	$140,000 upon entering into this Agreement which has been paid; and
•	$60,000 on or before the first anniversary of the Effective Date

Upon Auryn having completed its requirements to earn an 80% interest in the Sombrero Project, the parties shall form a customary 80:20 joint venture vehicle. For a period of 1 year after the formation of the Joint Venture (the “Initial Period”), Alturas’ 20% interest shall be “free carried” and Auryn shall have a right to acquire the remaining 20% from Alturas for $5 million.

Furthermore, upon execution of this Agreement, the Company committed to transferring, within 120 days of the Effective Date, its 100% interest in its subsidiary (Alturas) to Auyrn free of encumbrances. Prior to completion of this transfer, the Company will transfer all of its assets currently held by Alturas to a new subsidiary.

Miguel Cardozo, President and CEO of Alturas commented: “The Company welcomes this agreement with Auryn, as it is consistent with our ongoing strategy to focus its resources on our more advanced properties. The agreement with Auryn brings in additional cash that will help Alturas to continue its corporate activities in a period of market uncertainty”.

Figure 1 illustrates the position of the Sombrero property in relation to other major deposits in the Eocene-Oligocene copper-gold porphyry skarn belt.

About the Sombrero Copper-Gold Project, Peru

Sombrero 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. In Chile, this Belt broadly follows the trace of the “West Fissure” Fault and hosts giant deposits of similar age such as Escondida, Zaldivar, Chuquicamata, and El Salvador.

In the Sombrero region, dismembered blocks of Precambrian metamorphic rocks form the basement. Mesozoic sequences, comprising several thousand meters of mainly Jurassic-Cretaceous marine clastic sediments and limestones, were deposited in a broad marine shelf to deep water environment on this basement.

During the Eocene to Early Oligocene these sequences were intruded by an extensive Batholith complex (Andahuaylas-Yauri Batholith). This orogeny folded the earlier Mesozoic sequences into moderate to tight folds with NW-SE to E-W -striking axial planes.

Three main structural systems are recognized in the zone, the oldest one has a NW-SE direction and is recognized by its long, mostly straight strike length fault segments cutting through the Jurassic -Cretaceous units. The second system strikes NE-SW and control most of the drainage systems in the area. The latest recognized system is represented by E-W faults that affect mostly the Tertiary units and it clearly overlaps the first two systems.

Geological mapping and geochemical sampling were completed over the project in 2007, and high-resolution ground magnetic, and more recently induced polarization, surveys were completed during 2008.

A limited outcrop sampling program (96 samples) conducted by Alturas identified significant copper-gold-molybdenum values from oxidized magnetite skarn bodies.

The induced polarization survey completed in the last quarter of 2008 has defined two anomaly complexes centered approximately 3.0 kilometers apart beneath the same strong copper-gold anomalies and oxidized skarns. The complexes are 1.5 and 1.8 kilometers in diameter and consist of several individual high-chargeability anomalies between 100 and 400 meters in diameter, mostly flanked or overlapped by magnetic anomalies previously defined in the ground magnetic survey. The combined magnetic/chargeability anomaly complexes are interpreted as zones of disseminated sulphides formed within contact skarns and endoskarns.

For further information on the Sombrero project, please refer to Alturas’ web page and the 43-101 report at www.sedar.com prepared by Dr. Paul Pearson in 2010 as Alturas's designated Qualified Person for the supervision of exploration of the project.

On Behalf of Auryn Resources

Shawn Wallace

On Behalf of Alturas Minerals

Miguel Cardozo

About Auryn Resources

Auryn Resources 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.

For further information, please visit the Company's website at www.aurynresources.com or contacts Investor Relations at:

Phone:	778-729-0600
Email:	info@aurynresources.com

About Alturas Minerals

Alturas is a Canadian corporation, and is the indirect parent of the Peruvian company, Alturas Minerals S.A. (“Alturas Peru”) and of the Chilean company, Alturas Chile Limitada (“Alturas Chile”). Alturas Peru has been exploring various mineral projects in Peru since January 2004 and has three mineral exploration projects in drilling-stage, including the Utupara, Sombrero and Huajoto projects. Alturas also entered into a transfer agreement on its Pampa Colorada property in northern Peru with Origen Group S.A.C. but maintains royalty rights and a claw back clause on 60-100% of the mining rights under certain conditions (see press release dated January 5th, 2012). In 2014, Alturas interrupted its exploration activities in Chile and is focused in maintaining its exploration projects in Peru.

For further information, please visit the Company's website at www.alturasminerals.com or contact Alturas at:

Phone:	+ 51-1- 476-1410 (Lima, Peru)
	+ 1-416-363-4900 (Toronto, Canada)
Email:	investor@alturasminerals.com

The TSX Venture Exchange and the Bolsa de Valores de Lima do not accept responsibility for the adequacy or accuracy of this release.

Cautionary Language and Forward Looking Statements

This press release may contain “forward-looking statements”, which are subject to various risks and uncertainties that could cause actual results and future events to differ materially from those expressed or implied by such statements. Investors are cautioned that such statements are not guarantees of future performance and results. Risks and uncertainties about the Company’s business are more fully discussed in the Company’s disclosure documents filed from time to time with the Canadian securities authorities

Auryn and Homestake sign definitive agreement for the previously announced acquisition

Vancouver, British Columbia (July 11th, 2016) – Auryn Resources Inc. (TSXV:AUG, OTCQX:GGTCF) ("Auryn") and Homestake Resources Inc. (TSX-V:HSR) ("Homestake") are pleased to announce that they have entered into a definitive arrangement agreement (the “Arrangement Agreement”) pursuant to which Auryn will acquire 100% of Homestake under a plan of arrangement (the “Arrangement”) on the terms previously disclosed in their joint news release issued on June 13, 2016. Under the Arrangement, Homestake shareholders will receive one Auryn common share for each seventeen (17) Homestake common shares held at the time of completion of the Arrangement.

Completion of the Arrangement is principally subject to (a) approval of at least 66 ⅔ % of the votes of holders of common share cast at the annual and special meeting of Homestake shareholders to be held August 25, 2016 (the “Meeting”); (b) TSX Venture Exchange approval; (c) the Supreme Court of British Columbia approval, and other customary closing conditions. Full details of the Arrangement will be set out in the information circular of Homestake which Homestake expects to mail to its shareholders in respect of the Meeting within 20 days. Assuming all the requisite approvals are received, Auryn and Homestake expect to close the proposed Arrangement before the end of September 2016. Further details of the Arrangement are found in the June 13, 2016 news release.

Directors and officers of Homestake, holding an aggregate of approximately 1.46% of the issued and outstanding Homestake common shares, have entered into voting and lock-up agreements in which they have agreed, among other things, that they will support the transaction and vote their Homestake shares in favour of the Arrangement.

About Auryn Resources: Auryn Resources 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.

On Behalf of Auryn Resources

Shawn Wallace

On Behalf of Homestake Resource Corp.

Larry Page

This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the company expects are forward-looking statements. Although the company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The principal factors that could cause actual results to differ materially from those in forward-looking statements in connection with this news release include the uncertainty of Homestake shareholders approvals, and the outcome of regulatory and judicial approvals. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company’s continuous disclosure filings that are available at www.sedar.com

Auryn Stakes 162,000 Hectares and Commences Exploration and Drilling programs at the Committee Bay Gold Project

Vancouver (June 20th, 2016) – Auryn Resources Inc. (TSXV:AUG, OTCQX:GGTCF) (“Auryn” or the “Company”) is pleased to announce that it has completed the staking of 162,000 additional hectares at its Committee Bay gold project located in Nunavut, Canada. This staking expands Auyrn’s current land package to greater than 380,000 hectares across the entire Committee Bay greenstone belt (see figure 1). Auryn has also initiated its summer exploration program which will consist of approximately 10,000 meters of rotary air blast (“RAB”) discovery focused drilling on the Anuri and West Plain target as well as the completion of regional till sampling across the entire project.

Airborne geophysical data, acquired during the spring program, has advanced targeting within the Anuri corridor by successfully identifying high priority targets defined through the combination of magnetic, electro-magnetic, drone imagery, and geochemical datasets (see figure 2).

Auryn would also like to welcome the addition of Rael Lispon to its technical team. Mr. Lipson held the role of Chief Exploration Geologist at Goldfields for over 14 years and was instrumental in the discovery of the Three Bluffs deposit at Committee Bay. Mr. Lipson commented, “I am delighted to once again be associated with the Committee Bay project in Nunavut after an absence of some 13 years. This belt-scale play, which besides the 1.3 million ounce Three Bluffs deposit, is still in the very early stages of exploration and promises significant untapped potential. It is with excitement that I look forward to working with the dynamic Auryn team in taking the project to the next level.”

Shawn Wallace President and CEO of Auryn stated, “We are very excited to commence our discovery focused exploration program this summer. The Committee Bay project represents one of the largest, high-grade gold endowed greenstone belts in the world with several preliminary gold discoveries to date.”

In accordance with its stock option plan, the Company has granted stock options exercisable into 2,355,000 common shares at a price of $2.63 per common share to directors, officers, employees and consultants.

On Behalf of the Board

Shawn Wallace
President, CEO and Director

For further information, please contact:
Jay Adelaar, Manager of Investor Relations
Auryn Resources Inc.
T: 778.729.0600
info@aurynresources.com

About Auryn Resources: Auryn Resources 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.

Forward Looking Information

This release includes certain statements that may be deemed “forward-looking statements”.

Forward-looking information is information that includes implied future performance and/or forecast information including information relating to, or associated with, exploration and or development of mineral properties. These statements or graphical information involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different (either positively or negatively) from any future results, performance or achievements expressed or implied by such forward-looking statements.

Disclaimer

Figure 1: 2016 spring staking program adds an additional 161,672 hectares to create a contiguous land package of greater than 380,000 hectares across the Committee Bay greenstone belt.

Figure 2: Anuri drill targets based on recently acquired 50-meter line spaced airborne electromagnetic and magnetic data, gold bearing boulder trains, and till geochemistry.

Auryn Resources to Acquire Homestake Resource Corporation

Vancouver (June 14th, 2016) – Auryn Resources Inc. (TSXV:AUG, OTCQX:GGTCF) ("Auryn") and Homestake Resource Corporation (TSX-V:HSR) ("Homestake") are pleased to announce that they have entered into a binding letter agreement pursuant to which Auryn will acquire Homestake under a plan of arrangement (the "Arrangement"). The consideration for 100% of the Homestake shares will be the issuance of approximately 3.3 million Auryn shares valued at approximately $8.9 million based on the closing price of Auryn shares of $2.68 per share as at June 13, 2016. Under the proposed Arrangement, Homestake shareholders will receive one Auryn share for each seventeen (17) Homestake common shares held at the time of completion of the Arrangement. The acquisition price represents a premium of 13% to the closing price of Auryn shares as at June 13, 2016, a 31% premium to the volume weighted average price of Homestake shares on the TSX Venture Exchange for the 20-day period prior to June 14, 2016 and a 55% premium based on a 60-day volume weighted average price.

The outstanding Homestake warrants and options will be amended to entitle the holder thereof to receive upon exercise 0.0588 of an Auryn common share in lieu of a Homestake share at an exercise price increased by multiplying such price by 17, with such other terms of the options and warrants remaining the same. In addition, certain eligible creditors may convert all or part of debt of Homestake into common shares in the capital of Auryn at the conversion price of $2.30 per share on the Closing Date.

The letter agreement requires that directors and officers of Homestake will enter into support agreements concurrently with execution of a definitive arrangement agreement to be entered into between Auryn and Homestake within approximately 30 days. The support agreements will provide that these key shareholders will, amongst other things, support the transaction and vote their Homestake shares in favour of the Arrangement.

The approximately 3.3 million Auryn shares to be issued will constitute approximately 5.72% of Auryn's outstanding shares after completion of the Arrangement. The acquisition is not expected to be subject to Auryn shareholder approval.

Homestake owns 100% in the Homestake Ridge Project which covers approximately 3,600 hectares within the Iskut-Stewart-Kitsault belt, NW British Columbia. The Homestake Ridge project hosts numerous precious metal epithermal occurrences and a significant resource as listed in the table below (refer to 43-101 report dated June 7, 2013 as filed under Homestake Resource’s sedar profile at www.sedar.com ).

Table 1: Combined Main Homestake, Homestake Silver and South Reef Resources at incremental $NSR/T cut-offs

	Tonnes	Grade Au (g/t)	Contained Au (oz)	Grade Ag (g/t)	Contained Ag (oz)	Grade Cu (%)	Contained Cu (Mlb)
$85/t Cut-off
Indicated	604,000	6.4	124,000	48.3	939,000	0.18	2.4
Inferred	6,766,000	4.2	911,000	93.6	20,366,000	0.11	16.3
$100/t Cut-off
Indicated	549,000	6.8	120,000	52.0	918,000	0.20	2.4
Inferred	5,600,000	4.7	846,000	105	19,000,000	0.11	14.0
$120/t Cut-off
Indicated	482,000	7.4	115,000	57.0	883,000	0.21	2.2
Inferred	4,470,000	5.4	779,000	117.5	16,885,000	0.12	11.6

Notes:

	1.	CIM definitions were followed for Mineral Resources.
	2.	Mineral Resources utilize three separate block models constrained by 3D wireframes of the mineralized zones. The block models are comprised of an array of blocks measuring 5 m x 5 m x 5 m, with grades for Au, Ag, Cu, and NSR values interpolated using ID ³ weighting.
	3.	Mineral Resources are estimated using an average long-term gold price of US$1,500 per ounce Au, US$27 per ounce Ag, and US$3.50 per pound Cu, with an exchange rate of C$1.00=US$1.00.
	4.	The NSR calculation included provisions for treatment charges, refining costs, transportation, and a 2% NSR royalty; and was calculated using Au, Ag and Cu metallurgical recoveries of 92% Au, 88% Ag and 87.5% Cu in blocks where Cu%>0.1%; and was calculated using just Au and Ag recoveries in blocks with <0.1% Cu.
	5.	The current estimate was prepared by Roscoe Postle Associates Inc. (RPA). David Rennie (P. Eng.) is the Principal Geologist for Roscoe Postle Associates Inc. and is the Independent Qualified Person responsible for preparation and review of the Mineral Resource Estimate. (Effective date: Dec 31, 2012).

Shawn Wallace President and CEO of Auryn stated: “The acquisition of Homestake is the next step in our stated goal of acquiring high grade gold projects in stable jurisdictions. We look forward to leveraging the 35 million dollars of exploration work completed by Homestake to date and fully unlocking the mineral potential of this highly prospective project.”

Lawrence Page, Q. C., Chairman of Homestake stated: “The proposed arrangement with

Auryn provides our Company with a depth of financial and professional expertise contained within Auryn to bring the Homestake Project to its full potential within a realistic time frame and allows Homestake shareholders the ability to profit from the development of other mineral properties owned by Auryn which are currently under exploration and development.”

Completion of the Arrangement is principally subject to negotiation of a definitive arrangement agreement, special majority approval by Homestake security holders, as well as TSX Venture Exchange approval, British Columbia Court approval and other customary closing conditions. Full details of the Arrangement will be set out in Homestake's information circular which will be prepared in respect of the meeting of security holders to consider the Arrangement. Homestake intends to mail the information circular within the next 45 days. The transaction is expected to close before the end of September 2016.

Auryn has agreed to pay a finder’s fee of approximately 5% of the transaction value payable to Bocking Financial Corp. This finder’s fee is subject to approval from the TSXV.

Pursuant to the letter agreement, Homestake is subject to customary non-solicitation covenants and has agreed to pay a termination fee of $0.2 million to Auryn in the event it terminates the Agreement in favour of a superior offer or completes any alternative transaction within six months of termination for any reason.

During the Arrangement process, Auryn has agreed to provide to Homestake a demand loan of up to $150,000 on an interest free, unsecured basis.

Bruce McKnight Minerals Advisor Services has provided a draft opinion to the board of directors of Homestake that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the Arrangement is fair, from a financial point of view, to the shareholders of Homestake other than Auryn.

Homestake's board of directors has unanimously determined that the Arrangement is in the best interests of Homestake and its security holders. It is expected that, upon execution of a definitive Arrangement agreement, Homestake’s board of directors will unanimously recommend that Homestake security holders vote in favour of the Arrangement.

Copies of the letter agreement, Arrangement agreement, support agreements, management information circular and certain related documents will be filed with securities regulators and will be available on SEDAR at www.sedar.com in due course. The status of the transaction and projected completion date will be updated by news releases from time to time.

About Auryn Resources

About Homestake Resource Corporation

ON BEHALF OF THE BOARD OF	ON BEHALF OF THE BOARD OF
DIRECTORS OF AURYN RESOURCES	DIRECTORS OF HOMESTAKE
INC.	RESOURCE CORPORATION

“ Shawn Wallace ”	“Lawrence Page, Q.C ”

Shawn Wallace	Lawrence Page, Q.C.
President & Director,	Chairman & Director

Telephone: +1 (778) 729-0600:	Telephone: +1 (604) 684-9384:
Website: www.aurynresources.com	Website:
	www.homestakeresource.com
Email: info@aurymnresources.com	Email: info@mnxltd.com

THIS NEWS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

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. This release includes certain statements that may be deemed “forward - looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that the companies expects are forward-looking statements. Although the companies believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The principal factors that could cause actual results to differ materially from those in forward-looking statements in connection with this news release include the uncertainty of Homestake shareholders approvals, and the outcome of regulatory and judicial approvals. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.

For more information on the Companies, investors should review the Companies ’ continuous disclosure filings that are available at www.sedar.com .The Companies do not assume any obligation to update or revise their forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

Auryn Resources options Huilacollo Gold Project and expands land position in Southern Peru

Vancouver, British Columbia – June 2nd, 2016 – Auryn Resources Inc. (TSX-V: AUG, OTCQX: GGTCF “Auryn” or the “Company”) is pleased to announce that it has acquired the rights, through two separate transactions, to the Huilacollo and Curibaya properties in the Tacna province of Southern Peru. Together these projects encompass a total of 33,600 hectares within the prolific Pliocene Au/Ag epithermal and Miocene Cu/Au porphyry belts. The epithermal belt in this region of Peru is host to four multi-million ounce gold discoveries since the year 2000 and the porphyry belt is host to four of the largest porphyry deposits in Peru (see figures 1 & 2).

Shawn Wallace, President and CEO, commented, “Our acquisitions in Peru are largely predicated on our technical teams vast knowledge and experience in the country. Huilacollo represents an oxide gold, discovery stage project with significant exploration opportunities that can be explored year round.”

Mr. Wallace further stated, “With these acquisitions in Peru and others that we are still pursuing, our goal of building a diverse portfolio with some of the worlds highest grade exploration targets in Canada and some of the largest scalable oxide exploration projects in Peru is being achieved.”

The Huilacollo Property

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 (see figure 3). Historical drilling has outlined a mineralized zone (see figure 4) that is open for expansion along a 4km north-south trending corridor. Table 1 below highlights historical intercepts:

Table 1:
Huilacollo selected intercepts

Hole_ID	From	To	Interval	Au g/t	Ag g/t	*Au g/tmeters**
AM-14	0	82.5	82.5	1.16	6.5	95.6
AM-13	0	62	62	0.94	12.1	58.1
AM-13	128	146	18	1.04	4.3	18.7
AM-06	0	88	88	1.05	9.0	92.1
AM-16	0	82	82	0.99	18.5	80.9
AM-01	0	80	80	1.29	11.8	103.2

AM-02	0	50.65	50.65	1.24	9.3	63.0
HU-3	5.45	39.45	34	2.14	22.1	72.9

Higher grade zones within the mineralized zone appear to be 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 the Huilacollo property through an option agreement with a local Peruvian company, Inversiones Sol S.A.C. (the “Huilacollo Option”). Under the

Huilacollo option, the Company may acquire a 100% interest, subject to a NSR, through a combination of work expenditures and cash payments as detailed in the table below:

Due dates	Property Payments	Work Expenditures
	All amounts in US dollars
Effective Date (May 31, 2016)	$ 250,000	-
Within 24 months of the Effective Date	$ 500,000	$ 2,000,000
Within 36 months of the Effective Date	-	$ 3,000,000
Within 48 months of the Effective Date	$ 250,000	-
Within 60 months of the Effective Date	$ 250,000	$ 2,000,000
Within 72 months of the Effective Date	$ 7,500,000	-
Total	$ 8,750,000	$ 7,000,000

The Huilacollo NSR is 1.5% and buyable for $2,500,000 on precious metals and 2.5% buyable for $7,000,000 on base metals.

The Curibaya Property

The Curibaya property comprises of 31,600 hectares covering the regional Incapuquio fault zone and subsidiary structures that are collectively interpreted as one of the fundamental controls for both epithermal and porphyry styles of mineralization within the region. Importantly the licenses host a number of cross structures to the Incapuquio fault zone that are considered highly prospective (figure 2). Auryn has undertaken an initial exploration program that consisted of a cyanide leach stream sediment survey that has identified a cluster of gold & copper anomalies in contiguous drainage basins within the SW portion of the claim block spanning an area of approximately 50 square kilometers (see figures 6 and 7). These anomalies are the first stage of developing Cu/Au porphyry and Au epithermal targets.

The Company acquired 100% ownership in the Curibaya property through direct staking and the national auction process. The total cost to acquire the licenses was approximately $200,000.

Michael Henrichsen (Chief Operating Officer), P.Geo is the QP who assumes responsibility for the technical contents of this press release.

About Auryn Resources: Auryn Resources 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.

Forward Looking Information

This release includes certain statements that may be deemed “forward-looking statements”.

Disclaimer

Figure 1: Location of Curibaya and Banos del Indio licenses within the southern Peru epithermal and porphyry belts

Figure 2: Structural setting of the Curibaya and Huilacollo licenses with highlighted projects in the vicinity

Figure 3: Huilacollo 4 by 6 km high sulphidation alteration system as outlined by the red polygon

Figure 4: Huilacollo historical drilling highlighted

Figure 5: Huilacollo oxide gold targets defined by coincident high resistivity and low chargeability signatures. Note very limited drilling in target areas

Figure 6: Illustrates anomalous gold bearing drainages within the Curibaya concessions

Figure 7: Illustrates anomalous copper bearing drainages within the Curibaya concessions

On Behalf of the Board
“Shawn Wallace”

Shawn Wallace
President, CEO and Director

Forward Looking Information

Disclaimer

Auryn Resources commences spring mobilization and exploration programs at the Committee Bay Gold Project

Vancouver, British Columbia – May 5th, 2016 – Auryn Resources Inc. (TSX-V: AUG, OTCQX: GGTCF “Auryn” or the “Company”) is pleased to announce the initiation of the spring mobilization and exploration program at the Committee Bay gold project (“Committee Bay”) located in Nunavut, Canada. The spring mobilization is well underway to stage fuel and exploration supplies in support of the upcoming belt wide summer exploration program.

Shawn Wallace President and CEO stated: “With the recently completed financing, the company is in an excellent position to deliver significant value to shareholders as we embark on a $10 million dollar discovery based exploration program on our Committee Bay Asset.”

Auryn is conducting 6,000 line kilometres of high-resolution airborne electro-magnetic & magnetic geophysical surveys over the Three Bluffs and Anuri corridor target areas of the belt (Figure 1). These geophysical surveys are designed to advance multiple high-grade targets to drill stage for 2016 and 2017. In addition, Auryn is conducting 800 line kilometres of ground-based magnetic surveys over areas in the vicinity of the Three Bluffs deposit with the aim of delivering new drill targets that could expand upon the deposit along strike and at depth (Figure 2).

The focus of the summer program is to make a second major discovery, continue our innovative exploration approach belt wide and to further delineate the most prospective drill targets identified to date. The exploration program will be comprised of approximately 10,000 metres of rotary air blast (“RAB”) drilling utilizing a light weight mobile drill in the SW part of the belt, 5,000 square kilometres of aerial drone imagery and a till sampling program consisting of 6,000 samples across the central and northeast regions of the belt (Figure 3).

The RAB drill program will test the continuation at depth and along strike of high-grade mineralization at West Plains and will also target the largest gold-in-till anomalies within the 20 kilometre long gold bearing Anuri corridor.

Michael Henrichsen Chief Geologist and COO of Auryn stated, “Excellent progress has been made with our world class multi-disciplined exploration team to develop the highest probability of success drill targets in the SW region of the belt and in the immediate vicinity of the Three Bluffs deposit. Our approach, in combination with the belt wide reconnaissance exploration will be to put Auyrn in a solid position for the potential discovery of multiple high-grade gold deposits.

On Behalf of the Board

“Shawn Wallace”

Shawn Wallace
President, CEO and Director

About Auryn Resources: Auryn Resources 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.

Forward Looking Information

Disclaimer

Figure 1 - High Resolution Ground Magnetic Survey on Mineralized Trends

Figure 2 - Electro Magnetic & Magnetic Surveys

Figure 3 - 2016 Belt Wide Exploration Program

AURYN CLOSES $15M BOUGHT DEAL OFFERING

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, May 4, 2016 /CNW/ - Auryn Resources Inc. (TSX-V: AUG, OTCQX: GGTCF “ Auryn ” or the “ Company ”) is pleased to announce that it has completed its previously announced bought deal short form prospectus offering of 4,285,714 non-flow through shares (the “ Common Shares ”), which includes 559,006 Common Shares issued on exercise of the underwriters’ full over-allotment option, at an issue price of CAD$1.40 per Common Share and 4,732,700 flow through shares (the “ Flow-Through Shares ”), which includes 617,309 Flow-Through Shares issued on exercise of the underwriters’ full over-allotment option, at an issue price of CAD$1.89 per Flow-Through Share, for aggregate gross proceeds of $14,944,802.60 (the “ Offering ”). The Offering was conducted by a syndicate of underwriters led by Beacon Securities Limited and including PI Financial Corp., Canaccord Genuity Corp. and Echelon Wealth Partners Inc. (formerly, Euro Pacific Canada Inc.).

On Behalf of the Board

Shawn Wallace
President, CEO and Director

About Auryn Resources: Auryn Resources 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.

Forward Looking Information

This release includes certain statements that may be deemed “forward-looking statements”. Forward-looking information is information that includes implied future performance and/or forecast information including information relating to, or associated with, exploration and or development of mineral properties and the use of proceeds of the Offering. These statements or graphical information involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different (either positively or negatively) from any future results, performance or achievements expressed or implied by such forward-looking statements.

- 2 -

Disclaimer

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Offered Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Offered Shares have not been and will not be registered under the United States (the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Auryn Resources Inc. Announces Increase to Previously Announced Bought Deal Offering Monday, April 11, 2016 09:58:00 PM (GMT)

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, April 11, 2016 /CNW/ - Auryn Resources Inc. (TSX-V: AUG, OTCQX: GGTCF " Auryn " or the " Company ") is pleased to announce that due to increased demand, it has amended the terms of its previously announced bought deal offering of flow through (" Flow-Through Shares ") and non-flow through shares (the " Common Shares ", and together with the Flow-Through Shares, the " Offered Shares ") to increase the size of the offering to $12,995,480. Under the amended terms of the Offering, a syndicate of underwriters (the "Underwriters ") led by Beacon Securities Limited has agreed to purchase, on a bought deal basis pursuant to the filing of a short form prospectus, an aggregate of 4,115,391 Flow-Through Shares at a price of $1.89 per Flow-Through Share and 3,726,708 Common Shares at a price of $1.40 per Common Share (the " Offering ").

In addition, the Company has granted to the Underwriters an over-allotment option (the " Over-Allotment Option ") exercisable, in whole or in part, in the sole discretion of the Underwriters to purchase, in respect of the Offered Shares, up to an additional 617,309 Flow-Through Shares and/or 559,006 Common Shares, in any combination of Common Shares and Flow-Through Shares, at a price of $1.89 per Flow-Through Share and $1.40 per Common Share, for a period of up to 30 days after the closing of the Offering for additional aggregate proceeds to the Company of $1,949,322. In the event that the Over-Allotment Option is exercised in full, the aggregate gross proceeds of the Offering to the Company will be $14,944,803.

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.

The Offered Shares to be issued under the Offering will be offered by way of a short form prospectus to be filed in British Columbia, Alberta and Ontario and may be offered in the United States to Qualified Institutional Buyers pursuant to exemptions from the registration requirements under rule 144A of the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), in a manner that does not require the Offered Shares to be registered in the United States. The Offered Shares may be also sold in such other jurisdictions as the Company and Beacon may agree. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.

On Behalf of the Board

Shawn Wallace
President, CEO and Director

Forward Looking Information

Disclaimer

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

SOURCE Auryn Resources Inc.

Countries: Canada, United States
Industries: Finance & Insurance, Metal, Machinery, Misc. Manufacturing, Oil, Gas, Coal
Languages: English
Primary Identifiers: AUG-CA
Related Identifiers: AUG-CA, A.1648275077-US, A.3607821560-US, GGTCF-US
Subjects: Economy, Business, Finance, Business (General), Corporate Development: Mergers, Acquisitions, Offers, Spinoffs, Etc., Finance: Markets, Stock Prices, Accounting, Banking, Real Estate, etc., Securities Offerings, Financing & Related Matters, Financial Markets: Statistics, Rates & Commentaries

Auryn Resources Inc. Announces $8 Million Bought Deal Public Offering of Flow-Through Shares and Common Shares

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, April 11, 2016 /CNW/ - Auryn Resources Inc. (TSX-V: AUG, OTCQX: GGTCF “ Auryn ” or the “ Company ”) is pleased to announce that it has entered into an agreement with Beacon Securities Limited (“ Beacon ”), on behalf of a syndicate of underwriters (collectively, the " Underwriters "), to purchase, on a bought deal basis, 3,174,700 flow through shares (" Flow-Through Shares ") and 1,428,600 non-flow through shares (the “ Common Shares ”, and together with the Flow-Through Shares, the “ Offered Shares ”) in the capital of the Company at a price of $1.89 per Flow-Through Share (the “ Flow-Through Issue Price ”) and $1.40 per Common Share (the “ Common Share Issue Price ”) for aggregate gross proceeds to the Company of $8,000,223 (the " Offering ").

In addition, the Company has granted to the Underwriters an over-allotment option (the “ Over-Allotment Option ”) exercisable, in whole or in part, in the sole discretion of the Underwriters to purchase, in respect of the Offered Shares, up to an additional 476,205 Flow-Through Shares and/or 214,290 Common Shares, in any combination of Common Shares and Flow-Through Shares, at a price of $1.89 per Flow-Through Share and $1.40 per Common Share, for a period of up to 30 days after the closing of the Offering for additional aggregate proceeds to the Company of $1,200,033.45. In the event that the Over-Allotment Option is exercised in full, the aggregate gross proceeds of the Offering to the Company will be $9,200,256.45.

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.

The Offered Shares to be issued under the Offering will be offered by way of a short form prospectus to be filed in British Columbia, Alberta and Ontario and may be offered in the United States to Qualified Institutional Buyers pursuant to exemptions from the registration requirements under rule 144A of the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), in a manner that does not require the Offered Shares to be registered in the United States. The Offered Shares may be also sold in such other jurisdictions as the Company and Beacon may agree. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.

On Behalf of the Board

Shawn Wallace
President, CEO and Director

About Auryn Resources: Auryn Resources 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.

Forward Looking Information

Disclaimer

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Auryn Provides Corporate Update

Vancouver, British Columbia – February 22nd, 2016 – Auryn Resources Inc. (TSX-V: AUG, OTCQX: GGTCF “Auryn” or the “Company”) is pleased to provide a corporate update and further information about its proposed 2016 exploration plans.

Committee Bay

Auryn’s ongoing analysis of both the 2015 summer work program and comprehensive review of historical data has led to the identification of a number of large scale multi-kilometer long targets at Committee Bay that will provide the focus of the upcoming 2016 work program.

	•	In the Southwest part of the Committee Bay gold belt, within the +20 km long elevated gold-in-tills Anuri corridor, Auryn has identified a north/ south trending set of structures that have provided clear drill targets (figure 1).
	•	In the Three Bluffs region of the belt, a thorough review of the historical data within a 30 km by 20 km area surrounding the deposit has identified four multi–kilometer long trends of gold mineralization in rocks and tills (figure 2). These trends will provide a clear focus in 2016 as Auryn begins work in the Three Bluffs region of the belt.
	•	At the Three Bluffs deposit, a re-inversion of the induced polarization and magnetic geophysical surveys has identified a previously unrecognized continuation of the structure that hosts the deposit 5km to the east. The identification of this through-going structure has provided the potential to expand the deposit significantly.

The 2016 exploration program at Committee Bay will build off the technical and operational successes achieved in 2015. The current program is currently being finalized and details will be released in the coming weeks.

Potential Acquisitions

To date, the Company has staked 66,000 hectares of ground in Peru in the vicinity of some of the largest gold and copper mines in the country. Auryn is also in advanced negotiations with certain Peruvian parties to option target licenses within this greater land position. The total committed and planned exploration costs to Auyrn are expected to be less than $1,500,000 in the first 12 months and funded from current working capital.

Key Addition to Management Team

Auryn would also like to welcome Russell Starr as VP Communications. Mr. Starr previously played a key role as SVP Corporate Finance and as a Director involved in the growth and ultimate sale of Cayden Resources Inc. to Agnico Eagle Mines Limited in 2015.

Shawn Wallace, Auryn CEO, commented, “After a very successful 2015, we are pleased to provide our shareholders with a preview of what we expect will be another year of dramatic growth for Auryn. Auryn’s management team is compiling an impressive portfolio of exploration projects that will enable the Company to pursue major gold discoveries for 12 months of the year. Committee Bay remains our primary focus, where our innovative discovery process will continue to be rolled out across the remainder of the 300 km belt.”

On Behalf of the Board
“Shawn Wallace”

Shawn Wallace
President, CEO and Director

About Auryn Resources: Auryn Resources 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.

Forward Looking Information

Disclaimer

Figure 1: The +20 km long Anuri corridor of elevated gold in tills is controlled by a north-south trending structural corridor providing clear drill targets.

Figure 2: Review of the historical data in the Three Bluffs region of Committee Bay has identified four multi-kilometer long trends of gold mineralization in rock and till samples. This area will be a major focus of work in the 2016 exploration season.

AURYN RESOURCES INC.

TECHNICAL REPORT ON THE
COMMITTEE BAY PROJECT,
NUNAVUT TERRITORY, CANADA

NI 43-101 Report

Qualified Person:
David Ross, P.Geo.

Roscoe Postle Associates Inc.

55 University Avenue, Suite 501

Toronto, ON M5J 2H7

Canada

Tel: +1 416 947 0907

Fax: +1 416 947 0395

mining@rpacan.com

www.rpacan.com

TABLE OF CONTENTS

	PAGE

1 SUMMARY	1-1
Executive Summary	1-1
Technical Summary	1-6
2 INTRODUCTION	2-1
3 RELIANCE ON OTHER EXPERTS	3-1
4 PROPERTY DESCRIPTION AND LOCATION	4-1
5 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY	5-1
6 HISTORY	6-1
7 GEOLOGICAL SETTING AND MINERALIZATION	7-1
Regional Geology	7-1
Local Geology	7-4
Property Geology	7-8
Mineralization	7-15
8 DEPOSIT TYPES	8-1
9 EXPLORATION	9-1
10 DRILLING	10-1
RAB Drilling	10-3
Diamond Drilling	10-12
11 SAMPLE PREPARATION, ANALYSES AND SECURITY	11-1
Sample Transport, Storage and Security	11-2
Sample Preparation	11-2
Sample Analysis	11-2
12 DATA VERIFICATION	12-1
Site Inspection	12-1
Database Verification	12- 2
Quality Assurance and Quality Control	12- 3
13 MINERAL PROCESSING AND METALLURGICAL TESTING	13-1
14 MINERAL RESOURCE ESTIMATE	14-1
Summary	14-1
Wireframe Models	14-2
Sample Database and Statistics	14-5
Capping of High Grades	14-6
Composites	14-6
Geostatistics	14-7
Block Model	14-10

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page i*

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Search Strategy	14-11
Bulk Density	14-11
Block Model Validation	14- 12
Classification	14- 12
Cut-off Criteria	14- 13
15 MINERAL RESERVE ESTIMATE	15-1
16 MINING METHODS	16-1
17 RECOVERY METHODS	17-1
18 PROJECT INFRASTRUCTURE	18-1
19 MARKET STUDIES AND CONTRACTS	19-1
20 ENVIRONMENTAL STUDIES, PERMITTING, AND SOCIAL OR COMMUNITY IMPACT	20-1
21 CAPITAL AND OPERATING COSTS	21-1
22 ECONOMIC ANALYSIS	22-1
23 ADJACENT PROPERTIES	23-1
24 OTHER RELEVANT DATA AND INFORMATION	24-1
25 INTERPRETATION AND CONCLUSIONS	25-1
26 RECOMMENDATIONS	26-1
27 REFERENCES	27-1
28 DATE AND SIGNATURE PAGE	28-1
29 CERTIFICATE OF QUALIFIED PERSON	29-1
30 APPENDIX 1	30-1
Property Description	30-1
31 APPENDIX 2	31-1
SIGNIFICANT HISTORICAL DRILL RESULTS	31-1

LIST OF TABLES

		PAGE

Table 1-1	Mineral Resources as of May 31, 2017	1-2
Table 1-2	Proposed Budgets	1-5
Table 5-1	Climatic Data	5-2
Table 10-1	Summary of Auryn Drilling	10-1
Table 10-2	Auryn RAB Drilling	10-3
Table 10-3	Auryn Significant RAB Intersections	10-5
Table 10-4	Auryn Diamond Drilling	10-12
Table 10-5	Auryn Significant DDH Intersections	10-13
Table 12-1	2015-2016 CRMs	12-4
Table 13-1	2008 Gold Recovery Results	13-2
Table 13-2	Results of Various Test Processes on Committee Bay Samples	13-7

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page ii*

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Table 14-1	Mineral Resources as of May 31, 2017	14-1
Table 14-2	Zone Codes	14-3
Table 14-3	Sample Statistics – 1.0 g/t Au Wireframes	14-5
Table 14-4	Declustered Capped Composite Statistics for 1.0 g/t Au Solids	14-7
Table 14-5	Block Model Geometry	14- 10
Table 14-6	Block vs Composite Means	14- 12
Table 14-7	Effect of Cut-off Grade on the Open Pit Model	14- 15
Table 14-8	Effect of Cut-off Grade on the Underground Model	14- 16
Table 26-1	Proposed Budget – Phase 1	26-1
Table 26-2	Proposed Budget – Phase 2	26-2

LIST O F FIGURES

		PAGE

Figure 4-1	Location Map	4-5
Figure 4-2	Claim Map	4-6
Figure 4-3	Underlying Royalties	4-7
Figure 6-1	2004 and 2012 Ground Magnetic Survey – Three Bluffs	6-7
Figure 6-2	Three Bluffs Hinge Zone Drilling	6-12
Figure 6-3	Walker Lake Trend Drilling	6-13
Figure 6-4	Drilling to 2011	6- 15
Figure 6-5	West Plains Drill Program	6-16
Figure 7-1	Regional Geology	7-3
Figure 7-2	Local Geology	7-7
Figure 7-3	Property Geology	7- 13
Figure 7-4	Magnetic Compilation	7-14
Figure 7-5	Mineral Occurrences	7-16
Figure 9-1	2016 Till Sample Locations	9-3
Figure 9-2	2016 Total Field Magnetic Survey	9-4
Figure 10- 1	2015 and 2016 Drill Hole Locations	10-2
Figure 10- 2	West Plains RAB Drilling	10-6
Figure 10- 3	Anuri RAB Drilling	10-7
Figure 10- 4	Muskox RAB Drilling	10-8
Figure 10-5	Core Handling and Sampling Workflow	10- 19
Figure 11- 1	2016 Diamond Drilling Sample Preparation and Analysis Flow Sheet	11-4
Figure 11- 2	2016 RAB Drilling Sample Preparation and Analysis Flow Sheet	11-5
Figure 13- 1	Process Plant Flowsheet	13-8
Figure 14-1	3D View of Wireframe Models	14-4
Figure 14- 2	Downhole Semi-variogram	14-8
Figure 14- 3	Experimental Semi-Variograms	14-9
Figure 23- 1	Adjacent Properties	23-2

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page iii*

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LIST OF APPENDIX FIGURES & TABLES

		PAGE

Table 30-1	Committee Bay Project Leases	30-2
Table 30-2	Committee Bay Project Claims	30-3
Table 31-1	2010 Drilling Significant Assays	31-2
Table 31-2	2011 Drilling Significant Assays	31-4
Table 31-3	2012 Drilling Significant Assays	31-7

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page iv*

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1 SUMMARY

EXECUTIVE SUMMARY

Roscoe Postle Associates Inc. (RPA) was retained by Auryn Resources Inc. (Auryn) to prepare an updated independent Technical Report on the Committee Bay Project (the Project or the Property), located in Nunavut Territory, Canada. The purpose of this report is to document the current Mineral Resource estimate and recent work completed by Auryn on the Project. This Technical Report conforms to NI 43-101 Standards of Disclosure for Mineral Projects. RPA visited the Property on August 16-17, 2016.

The Project comprises three non-contiguous blocks consisting of 44 crown leases, 274 claims, and one sub-surface exploration agreement covering Inuit Owned Land (IOL) totalling approximately 427,978 ha, located in 1:250,000 scale NTS map sheets 56J, 56K, 59O and 56P, approximately 430 km northwest of the town of Rankin Inlet. Applications for 13 additional leases totalling approximately 13,714 ha are pending. The Property is accessible only by air.

Auryn is a Vancouver-based company formed in June 2008 and is a reporting issuer in British Columbia, Alberta, and Ontario. The common shares of Auryn trade on the Toronto Stock Exchange and the OTCQX Market. The company is under the jurisdiction of the British Columbia Securities Commission.

On March 20, 2015, Auryn announced that it had entered into a definitive joint venture agreement with North Country Gold Corp. (NCG) whereby it could earn a 51% interest in NCG’s Committee Bay Project by incurring $6 million in expenditures over a 30-month period.

On June 30, 2015, Auryn announced that it had entered into a letter agreement with NCG whereby it would acquire all the NCG shares that it did not already own in exchange for 13.8 million shares of Auryn valued at approximately $20.4 million. The Auryn shares issued as part of the agreement constituted approximately 30.7% of Auryn’s outstanding shares. On September 25, 2015, Auryn announced that it had completed the agreement and that NCG had become a subsidiary of Auryn.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 1-1*

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Currently, the major asset associated with the Project is a strategic land position covering prospective lithologies and structures for gold deposits. The Property hosts the Three Bluffs deposit, which is at the Mineral Resource definition stage, as well as a large land position, which merits additional exploration. A number of other gold targets, in addition to the Three Bluffs deposit, have been identified on the Property, most of which have yet to be fully evaluated.

Since acquiring the Property, Auryn has initiated a comprehensive exploration program consisting of geological mapping, till sampling, aerial drone imagery, a combined airborne magnetic gradiometer and electromagnetic survey, and rotary air blast (RAB) and diamond drilling.

The Mineral Resource estimate prepared by RPA for the Three Bluffs deposit as of May 31, 2017 is summarized in Table 1-1. The Mineral Resource is based on work by RPA in 2013 and new cut-off grades based on updated metal price, exchange rate, and operating costs.

TABLE 1-1 MINERAL RESOURCES AS OF MAY 31, 2017
Auryn Resources Inc. – Committee Bay Project

				Gold	Contained
Class	Type	Cut-Off	Tonnes	Grade	Gold
		(g/t Au)	(000 t)	(g/t Au)	(oz Au)
Indicated	Open Pit	3.0	1,760	7.72	437,000
	Underground	4.0	310	8.57	86,000
	Total		2,070	7.85	524,000

Inferred	Open Pit	3.0	590	7.57	144,000
	Underground	4.0	2,340	7.65	576,000
	Total		2,930	7.64	720,000

Notes:
	1.	CIM definitions were followed for Mineral Resources.
	2.	Mineral Resources are estimated at cut-off grades of 3.0 g/t Au for open pit and 4.0 g/t Au for underground.
	3.	Mineral Resources are estimated using a long-term gold price of US$1,200 per ounce, and a US$/C$ exchange rate of 1:25.
	4.	Nominal minimum mining widths of five metres (open pit) and two metres (underground) were used.
	5.	Numbers may not add due to rounding.

RPA is not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the Mineral Resource estimate.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 1-2*

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CONCLUSIONS

The Property is located within the granite-greenstone rocks of the Archean Prince Albert group, a component of the Rae Domain within the Western Churchill Province. The Three Bluffs gold deposit is characterized by a thick interval of iron formation that appears to form the nose of an upright isoclinal antiform. The majority of the gold mineralization is hosted in silicate, oxide, and/or sulphide facies iron formation. Gold mineralization has also been identified in shear hosted quartz veins in sedimentary and volcanic rocks.

Drilling has outlined mineralization with three-dimensional continuity, and size and grades that can potentially be extracted economically. Project geologists have a good understanding of the regional, local, and deposit geology and controls on mineralization. The geological models are reasonable and plausible interpretations of the drill results.

Exploration protocols for drilling, sampling, analysis, security, and database management meet industry standard practices. The drill hole database was verified by RPA and is suitable for Mineral Resource estimation work.

The previous Mineral Resource model prepared by RPA in April 2013 remains current and has been assigned a new effective date of May 31, 2017. There has been no new drilling in the immediate area of those resources. The cut-off grades were adjusted based on an updated metal price, exchange rate, and operating cost assumptions.

Mineral Resources for the Three Bluffs deposit were estimated assuming combined open pit and underground mining methods. At cut-off grades of 3.0 g/t Au for open pit and 4.0 g/t Au for underground, Indicated Mineral Resources are estimated to total 2.07 Mt at an average grade of 7.85 g/t Au containing 524,000 ounces gold. At the same cut-off grades, Inferred Mineral Resources are estimated to total 2.93 Mt at an average grade of 7.64 g/t Au containing 720,000 ounces gold. The open pit resources were constrained by a preliminary pit shell generated in Whittle software. Underground resources are reported at the high cut-off grade outside of the pit shell.

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

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 1-3*

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The Project covers virtually all of the Committee Bay supracrustal belt which hosts a regionally significant and highly prospective corridor for gold. Previous exploration on the Committee Bay Project did not effectively screen the large property holdings. Auryn’s exploration strategy is both successful and cost effective. Auryn’s work in 2015 and 2016, which covers approximately 85% of the current property holdings, was able to highlight 17 significant gold in till anomalies, several of which are located away from any previously known gold occurrences. There is good potential to discover additional mineralization and to add to the resource base on the Property.

RECOMMENDATIONS

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 km ² of drone coverage and 25,000 m of RAB drilling. The Phase 1 program is estimated to cost approximately $20 million.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 1-4*

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Details of the recommended programs can be found in Table 1-2.

TABLE 1-2 PROPOSED BUDGETS
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

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

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 1-5*

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TECHNICAL SUMMARY

PROPERTY DESCRIPTION AND LOCATION

The Project is located in the eastern part of the Kitikmeot Region of Nunavut, approximately 430 km northwest of the town of Rankin Inlet, Nunavut. The Project is only accessible by air, either from Rankin Inlet or Yellowknife, Northwest Territories. The Project is centred at approximately 7,400,000m N and 570,000m E (NAD 83, Zone 15N) in 1:250,000 scale map sheets 56J (Waker Lake), 56K (Laughland Lake), 56O (Arrowsmith River) and 56P (Ellice Hills).

LAND TENURE

As of the effective date of this report, the Project consists of three non-contiguous blocks totalling 44 crown leases, 274 claims and one sub-surface exploration agreement covering IOL totalling approximately 427,978 ha. Auryn reports that the leases, claims and the sub-surface exploration agreement are in good standing. Applications are pending for an additional 13 leases totalling approximately 13,714.5 ha.

On March 20, 2015, Auryn announced that it had entered into a definitive joint venture agreement with NCG whereby it could earn a 51% interest in NCG’s Committee Bay Project by incurring $6 million in expenditures over a 30 month period. Of that amount, $500,000 was a firm commitment to be spent within 12 months. Auryn also agreed to buy 10 million of NCG shares at a price of $0.05 each as part of a non-brokered private placement.

EXISTING INFRASTRUCTURE

There is no permanent infrastructure on the Property. Auryn maintains three camps to support seasonal exploration campaigns in various portions of the Property, namely the Hayes Camp (100 person capacity), the Bullion Camp (20 to 40 person capacity) and the Ingot Camp (10 person capacity). The Project also benefits from a 914 m, graded, esker airstrip at the Hayes Camp, a permitted, seasonally prepared 1,580 m winter ice airstrip, which is constructed on the adjacent Sandspit Lake, and 320 m tundra airstrip at the Bullion Camp. A drill water system is maintained at the Three Bluffs site.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 1-6*

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HISTORY

Key historical events are:

1961 and 1967: Mapping done in the area by the Geological Survey of Canada (GSC).
1970: King Resources Company conducted reconnaissance geological mapping and sampling in the Laughland Lake and Ellice Hills areas. Follow-up work includes geophysics and detailed mapping, trenching, and sampling.
1970, 1974, and 1976: Cominco Ltd. carried out reconnaissance and detailed geological mapping, ground geophysics, and sampling in the Hayes River area.
1971: The Aquitaine Company conducted airborne electromagnetic (EM) and magnetometer surveys.
1972 to 1977: Detailed re-mapping of the area was done by the GSC.
1979: Urangesellschaft Canada Ltd. carried out reconnaissance airborne radiometric surveys and prospecting for uranium in the Laughland Lake area.
1986: Wollex carried out geological mapping and rock sampling in the West Laughland Lake area.
1992: GSC conducted geological re-assessment of the mineral potential of the Prince Albert Group.
1994: Channel sampling carried out over the Three Bluffs area but the results were lost.
1996: Terraquest Ltd. conducted a high-resolution airborne magnetometer survey.
1997 to 1998: P.H. Thompson Geological Consulting Ltd. conducted regional geological mapping in the Three Bluffs area.
1999 to 2002: GSC conducted a multi-disciplinary study of the Committee Bay Greenstone Belt.
1992 to 2012: Apex Geoscience Ltd. (Apex) carried out prospecting, rock sampling, gridding, airborne and ground geophysics, geological mapping, and reverse circulation and diamond drilling on several of the gold targets including Three Bluffs, Three Bluffs West, West Plains, Anuri, Inuk, Antler, and Hayes.

GEOLOGY AND MINERALIZATION

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 1-7*

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The regional strike of rock units in the West Laughland Lake area is generally north but shows a degree of variability. Units, generally vertically 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 (meta-komatiite). Rocks of the Curtis River area, approximately 120 km northeast of the Hayes River area, strike northeast and dip sub-vertically.

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 shared, 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.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 1-8*

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EXPLORATION STATUS

The Three Bluffs deposit is at the Mineral Resource development stage. The remainder of the Property is at the early exploration stage.

In 2015 and 2016, Auryn completed a total of 95 RAB holes for approximately 13,045 m and seven diamond drill holes for approximately 3,715 m on the Property. This drilling was located on new prospects and did not affect the current Mineral Resources.

MINERAL RESOURCES

The Mineral Resources at the Project are estimated to be approximately 2.07 million tonnes of Indicated Mineral Resources grading 7.85 g/t Au, containing 524,000 ounces of gold, and 2.93 million tonnes of Inferred Mineral Resources grading 7.64 g/t Au, containing 720,000 ounces of gold.

The estimate was carried out using a block model method constrained by wireframe grade-shell models, with Inverse Distance Cubed (ID ³ ) weighting. Two sets of wireframes and block models were employed: one 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. To fulfil the resource criteria of “reasonable prospects for eventual economic extraction”, a preliminary pit shell was generated from the open pit model. 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 from this model were included in the resource only if they were outside of the shell.

There are no current Mineral Reserves on the Committee Bay Project.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 1-9*

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2 INTRODUCTION

Roscoe Postle Associates Inc. (RPA) was retained by Auryn Resources Inc. (Auryn) to prepare an updated independent Technical Report on the Committee Bay Project (the Project or the Property), located in Kitikmeot Region, northeastern Nunavut Territory, Canada. The purpose of this report is to document the current Mineral Resource estimate and recent work completed by Auryn on the Project. This Technical Report conforms to NI 43-101 Standards of Disclosure for Mineral Projects.

Auryn is a Vancouver-based exploration company formed in June 2008 which is engaged in acquiring, exploring, and evaluating natural resource properties in Canada and Peru. It is a reporting issuer in British Columbia, Alberta, and Ontario whose common shares trade on the Toronto Stock Exchange (TSX:V-AUG) and the OTCQX Market (OTCQX:GGTCF). Auryn is under the jurisdiction of the British Columbia Securities Commission.

Apart from the Committee Bay Project, Auryn controls a large land position along the Gibsons MacQuoid greenstone belt elsewhere in Nunavut, the Mineral Resource development stage Au-Ag-Cu Homestake Ridge property in British Columbia, and a portfolio of properties with the potential to host epithermal Au-Ag and porphyry Cu-Au mineralization in Peru.

On March 20, 2015, Auryn announced that it had entered into a definitive joint venture agreement with North Country Gold Corp. (NCG) whereby it could earn a 51% interest in the Project by incurring $6 million in expenditures over a 30 month period. Of that amount, $500,000 was a firm commitment to be spent within 12 months. Auryn also agreed to buy 10 million NCG shares at a price of $0.05 each as part of a non-brokered private placement.

On September 25, 2015, Auryn announced that it had closed an agreement with NCG whereby it would acquire all the NCG shares that it did not already own in exchange for 13.8 million shares of Auryn valued at approximately $20.4 million resulting in NCG becoming a subsidiary of Auryn.

Since acquiring its initial right to earn an interest in the Property, Auryn has initiated a comprehensive exploration program consisting of geological mapping and sampling, till sampling, high resolution drone imagery, ground and airborne geophysical surveying as well as both rotary air blast and diamond drilling.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 2-1*

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SOURCES OF INFORMATION

A site visit to the Property was carried out by David Ross, M.Sc., P.Geo., Principal Geologist with RPA, on August 16-17, 2016. During and subsequent to the site visit, discussions were held with the following personnel from Auryn and Apex Geoscience Ltd. (Apex):

Michael Henrichsen, COO, Auryn
Peter Rees, CFO and Corporate Secretary, Auryn
David Smithson, Vice President Exploration, Auryn
Yury Likhtarov, Manager Database and Resources, Auryn
Bryan Atkinson, Auryn
Philo Schoeman, P.Geo., Apex

Apex is a privately-owned geological consulting company which has carried out a significant portion of the exploration work on the Project.

Mr. Ross prepared all sections of this report and is the Independent Qualified Person (QP) for this report.

The documentation reviewed, and other sources of information, are listed at the end of this report in Section 27 References.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 2-2*

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LIST OF ABBREVIATIONS

Units of measurement used in this report conform to the metric system. All currency in this report is Canadian dollars (C$) unless otherwise noted.

a	annum	kWh	kilowatt-hour
A	ampere	L	litre
bbl	barrels	lb	pound
btu	British thermal units	L/s	litres per second
°C	degree Celsius	m	metre
C$	Canadian dollars	M	mega (million); molar
cal	calorie	m ²	square metre
cfm	cubic feet per minute	m ³	cubic metre
cm	centimetre	µ	micron
cm ²	square centimetre	MASL	metres above sea level
d	day	µg	microgram
dia	diameter	m ³ /h	cubic metres per hour
dmt	dry metric tonne	mi	mile
dwt	dead-weight ton	min	minute
°F	degree Fahrenheit	µm	micrometre
ft	foot	mm	millimetre
ft ²	square foot	mph	miles per hour
ft ³	cubic foot	MVA	megavolt-amperes
ft/s	foot per second	MW	megawatt
g	gram	MWh	megawatt-hour
G	giga (billion)	oz	Troy ounce (31.1035g)
Gal	Imperial gallon	oz/st, opt	ounce per short ton
g/L	gram per litre	ppb	part per billion
Gpm	Imperial gallons per minute	ppm	part per million
g/t	gram per tonne	psia	pound per square inch absolute
gr/ft ³	grain per cubic foot	psig	pound per square inch gauge
gr/m ³	grain per cubic metre	RL	relative elevation
ha	hectare	s	second
hp	horsepower	st	short ton
hr	hour	stpa	short ton per year
Hz	hertz	stpd	short ton per day
in.	inch	t	metric tonne
in ²	square inch	tpa	metric tonne per year
J	joule	tpd	metric tonne per day
k	kilo (thousand)	US$	United States dollar
kcal	kilocalorie	USg	United States gallon
kg	kilogram	USgpm	US gallon per minute
km	kilometre	V	volt
km ²	square kilometre	W	watt
km/h	kilometre per hour	wmt	wet metric tonne
kPa	kilopascal	wt%	weight percent
kVA	kilovolt-amperes	yd ³	cubic yard
kW	kilowatt	yr	year

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 2-3*

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3 RELIANCE ON OTHER EXPERTS

This report has been prepared by RPA for Auryn. The information, conclusions, opinions, and estimates contained herein are based on:

Information available to RPA at the time of preparation of this report,
Assumptions, conditions, and qualifications as set forth in this report, and
Data, reports, and other information supplied by Auryn and other third party sources.

For the purpose of this report, RPA has relied on ownership information provided by Auryn. RPA has not researched property title or mineral rights for the Committee Bay Project and expresses no opinion as to the ownership status of the Property.

Except for the purposes legislated under provincial securities laws, any use of this report by any third party is at that party’s sole risk.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 3-1*

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4 PROPERTY DESCRIPTION AND LOCATION

The Committee Bay Project consists of three non-contiguous block of claims located in eastern part of the Kitikmeot Region of Nunavut, located approximately 430 km northwest of the town of Rankin Inlet (Figure 4-1). The Project is only accessible by air. Fixed-wing and helicopter charters may be arranged either from Rankin Inlet, Nunavut, or from Yellowknife, Northwest Territories (NWT).

The three claim blocks are grouped over a distance of approximately 280 km in a northeast–southwest direction. The approximate centre of the Project is located at Universal Transverse Mercator (UTM) co-ordinates 7,400,000m N and 570,000m E (NAD 83, Zone 15N). The approximate UTM co-ordinates for the centre of the currently defined Three Bluffs mineralization are 7,393,600m N and 568,000m E. The Project is located within National Topographic System (NTS) 1:250,000 scale map sheets 56J (Walker Lake), 56K (Laughland Lake), 56O (Arrowsmith River) and 56P (Ellice Hills).

LAND TENURE

The Project consists of three non-contiguous blocks totalling 44 crown leases, 274 claims, and one sub-surface exploration agreement covering IOL totalling approximately 427,978 ha. Applications are pending for an additional 13 leases totalling approximately 13,714.5 ha (Figure 4-2). Tables 30-1, 30-2 and 30-3, Appendix 1, list all of the subject leases, claims and sub-surface exploration agreement along with the relevant tenure information for the lands including their designated number, registration and expiry dates, area, assessment work credits and work requirements for renewal. The claims are map designated and have pre-established positions. No legal survey of the claims is required.

Assessment credits totalling $3,221,320.29 are required in order to renew all of the Project claims upon their respective anniversary dates. Assessment credits of $162,623.14 are currently available.

Lease payments of $2.50/ha, totalling $145,474.20 annually, are required to maintain the Project leases in good standing.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 4-1*

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Some claims comprising the Property have a full ten years of assessment and no longer require additional expenditures for their maintenance and have been, or will be, converted to leases. All the 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. The mineral leases and claims are shown in Figure 4-2.

On March 20, 2015, Auryn announced that it had entered into a definitive joint venture agreement with NCG whereby it could earn a 51% interest in NCG’s Committee Bay Project by incurring $6 million in expenditures over a 30 month period. Of that amount, $500,000 was a firm commitment to be spent within 12 months. Auryn also agreed to buy 10 million NCG shares at a price of $0.05 each as part of a non-brokered private placement.

MINERAL RIGHTS

Crown lands in Nunavut are managed pursuant to the Territorial Lands Act and its related Regulations, including the Nunavut Mining Regulations. Sub-surface lands include hard-rock minerals, precious gems, and coal. The rights to these materials are administered through the Nunavut Mining Regulations and the Territorial Coal Regulations. There is a distinction between sub-surface minerals and surface mineral substances that have specific purposes such as carving stone and building materials. These special use surface minerals are administered through the Territorial Quarry Regulations. The Nunavut Mining Recorder’s office is responsible for sub-surface rights administration of Crown Land. The Mining Recorder’s office is responsible for administering the Nunavut Mining Regulations which entered into force on March 31, 2014.

The NCG property and exploration camps are, in part, situated on Inuit Owned Lands (IOL) wherein the Inuit control surface rights but not subsurface or mineral rights. There are no annual fees for the IOL and no claims in the Three Bluffs area, located on IOL.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 4-2*

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ROYALTIES AND OTHER ENCUMBRANCES

Several claims comprising the Property are subject to royalties. Terracon Geotechnique Ltd. (Terracon) and a group formerly Apex Geoscience Ltd. (Apex) each hold a 0.5% net smelter return (NSR) royalty on the property and the area of interest referenced in Figure 4-3 (denoted CBJV AOI). Effective May 30, 2011, Apex transferred 51% of its 0.5% NSR to a private party, Oar-Rock Geoscience Ltd., and the remaining 49% interest to two companies: 677081 Alberta Ltd. and 678119 Alberta Ltd.

Maverix Metals Inc. holds a 1% gross override diamond royalty on the area denoted in Figure 4-3 as GFJV AOI.

Bruce Goad holds a 1.5% NSR on the following claims (see Figure 4-3 and Table 30-1 in Appendix 1):

Wren 1 to 5 claims, inclusive (claim tag F60231 to F60235, inclusive)
Pick 2 and 3 claims (claim tags F54798 and F54760)
West claim (claim tag F60212)

The Goad NSR royalty can be bought down for $2 million for each 0.5% NSR.

Gold production from the Three Bluffs deposit would only trigger the royalty due under the CBJV AOI.

RPA is not aware of any other royalties, back-in rights, or other obligations related to the acquisition of NCG or any other underlying agreement.

PERMITTING

Land use permits are required to conduct exploration on both IOL and non-Inuit owned lands. The majority of the IOL parcels in the Committee Bay area are administered by the Kitikmeot Inuit Association (KIA). Land use permits for non-Inuit owned lands (Federal lands) are obtained from Aboriginal Affairs and Northern Development Canada. A water permit for any and all uses of water, including camp and drilling, is also required in order to conduct exploration work in Nunavut. The permitted camp and work sites are subject to inspection by the administrators of various permits as well as representatives of the Workers Safety and Compensation Commission.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 4-3*

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The following is a list of permits and licences acquired and maintained in good standing by Auryn:

Indigenous and Northern Affairs Canada Commercial Leases: 056J/11-1-2, 056J/12- 1-2
Indigenous and Northern Affairs Canada Land Use Permits: N2014CD002 (Bullion Camp), N2014C0005 (Hayes Camp)
Kitikmeot Inuit Association Land Use Permit: KTL314C003 (Ingot and Crater Camps)
Kitikmeot Inuit Association Land Use Permit: KTL116B008 (PB-01)
Nunavut Impact Review Board Project Reference Number: 07EN021
Nunavut Water Board Licence: 2BE-CRA1520

RPA is not aware of any environmental liabilities on the property. Auryn has all required permits to conduct the proposed work on the property. RPA is not aware of any other significant factors and risks that may affect access, title, or the right or ability to perform the proposed work program on the property.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 4-4*

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5 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY

ACCESSIBILITY

The 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, Naujaat (Repulse Bay), Gjoa Haven, Taloyoak, and Kugaaruk (Pelly Bay) are accessible by scheduled commercial flights.

At the Three Bluffs camp site, Hayes Camp, an esker airstrip is 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. Fixed-wing 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.

CLIMATE

The Project is located in the Wager Bay Plateau Ecoregion of the Northern Arctic Ecozone (Marshall and Schutt, 1999). This ecoregion is classified as having a low arctic ecoclimate. Summers are short and cold, with mean daily temperatures above freezing only in July and August. Snow cover usually lasts from September to June, but it can fall during any month. Most of the lakes are icebound until approximately mid-July.

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.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 5-1*

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Table 5-1 illustrates the major climatic data for the three closest Environment Canada weather stations, Repulse Bay, Pelly Bay and Gjoa Haven, located approximately 235 km to the east, 220 km to the north, and 290 km to the northwest, respectively.

TABLE 5-1 CLIMATIC DATA
Auryn Resources Inc. – Committee Bay Project

	Repulse Bay	Pelly Bay	Gjoa Haven
Mean January temperature	-31.3°C	-33°5C	-33.8°C
Mean July temperature	8.8°C	9.3°C	11.6°C
Extreme maximum temperature	28.0°C	29.0°C	33.6°C
Extreme minimum temperature	-50.0°C	-51.5°C	-50.6°C
Average annual precipitation	311.3 mm	261.3 mm	272.5 mm
Average annual rainfall	123.8 mm	116.6 mm	163.4 mm
Average annual snowfall	215.4 cm	146.2 cm	126.5 cm

Source: Environment Canada

LOCAL RESOURCES

Most services are available in Baker Lake, Kugaaruk, and Rankin Inlet, including: groceries; hotel accommodations; expediting services; and some camp supplies. Anything that is not locally available can be shipped in via daily scheduled air services.

The Rankin Inlet area is a hub of mining activity in the region. Exploration and mining suppliers and contractors are available from Manitoba and the Northwest Territories. General labour is readily available from the local communities.

INFRASTRUCTURE

There are three semi-permanent camps along the Committee Bay Greenstone Belt (CBGB); Haynes (66°39’30”N, 091°32’11”W), Bullion (66°23’39”N, 093°06’55”W), and Ingot (66°35’40”N, 092°37’34”), which are operational as required to support exploration programs in various sectors of the Property. There is no permanent infrastructure on the Property. 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

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 5-2*

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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
914 m graded airstrip

PHYSIOGRAPHY

The Project area is located on the northern portion of the glaciated Canadian Shield. Topography varies between 200 MASL and 560 MASL.

This area has been modified by continental glaciation, and comprises numerous glacially sculpted hills, which rise above boulder fields, till moraines, and sand plains.

Rock exposure in the Project area is generally 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 non-existent. Extensive felsenmeer is developed in most areas of rock exposure, forming large boulder fields that consist mainly of in-situ frost-heaved blocks.

Turbic and static cryosols developed on discontinuous, thin, sandy moraine and alluvial deposits are the dominant soils. Permafrost is continuous with low ice content.

The area is characterized by a discontinuous cover of tundra vegetation, consisting of dwarf birch, willow, and northern Labrador tea. Taller dwarf birch, willow, and alder occur on warm sites; wet sites are dominated by willow and sedge. Lichen-covered rock outcroppings are prominent throughout the ecoregion, and towards the south the vegetation becomes a mix of tundra vegetation and open, dwarf coniferous forest.

Characteristic wildlife includes caribou, muskox, wolverine, Arctic hare, fox, raptors, and various waterfowl.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 5-3*

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6 HISTORY

EXPLORATION AND DEVELOPMENT HISTORY

The following is taken from Blakley and Rennie (2008), Turner (2010), Rennie and McDonough (2012), and Rennie and McDonough (2015) and describes work completed in the general vicinity of the Project prior to Auryn’s involvement with the Project in 2015.

GEOLOGICAL SURVEY OF CANADA MULTI-DISCIPLINARY STUDIES

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 re-assessment 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 GSC, 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 that 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 field work it was concluded that the 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.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 6-1*

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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 that 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 its properties for identifying large ultramafic bodies capable of carrying significant amounts of sulphides and did not recommend further work.

After a number of radiometric anomalies were discovered by the Federal Uranium Reconnaissance Program, Urangesellschaft Canada Ltd., 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 been 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, however, results were not encouraging enough to recommend further work.

Between 1992 and 2002, Apex performed reconnaissance and detailed exploration for gold within the CBGB region on behalf of several companies related to CBR Gold Corp. (CBR), the predecessor company to NCG. Work included prospecting, rock grab and rock chip sampling, frost boil sampling, gridding, staking, airborne and ground geophysical surveying, geological mapping, and diamond drilling. In 1994, channel sampling was undertaken across Bluff #2 in the Project area, however, that data is missing. Other work includes regional mapping performed by P.H. Thompson Geological Consulting Ltd. during 1997 and 1998 and high-resolution airborne magnetic surveys conducted by Terraquest Ltd. in 1996.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 6-2*

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Gold Fields Limited (GFL), through a subsidiary, entered into an option agreement with CBR in 2003 to acquire up to 55% interest, exclusive of diamond rights, in the CBGB properties by spending C$7.5 million over four years. The agreement stated that GFL could earn an additional 10% interest by expending another C$7.5 million. The diamond rights were subsequently optioned to Indicator Minerals Inc. (Indicator) in 2004.

In 2003, Apex managed the exploration program that comprised 1,388.5 line-km of time-domain electromagnetic (EM) and magnetic airborne geophysical surveys over 11 targets. Diamond drilling comprised 15 holes (totalling 1,480 m) at Three Bluffs, Koffy and Inuk properties, reconnaissance and detailed prospecting (resulting in 530 rock samples collected), and regional geological mapping. The final three holes at Three Bluffs encountered gold mineralization with intersections up to 27.41 g/t Au over 9.44 m.

In 2004, Apex continued to manage the exploration that comprised 6,781 m of diamond drilling, in 47 holes, over five CBGB prospects (Four Hills, Cop, Ledge, Prospector, and Three Bluffs), with the majority of the work being conducted at Three Bluffs (31 holes totalling 5,355 m). Drilling at Three Bluffs aimed to define the zone of gold mineralization that was found in 2003. The results from the 2004 drilling were used to model the mineralization and produce the Project’s initial Mineral Resource estimate. Other work completed in 2004 included lake water geochemical sampling (519 samples), reconnaissance to detailed prospecting (1,639 rock grab samples collected), and regional mapping.

Having met its initial expenditure threshold to acquire 55% of the Project, GFL elected not to expend the additional funds to acquire the additional 10% interest. In 2005, an agreement was reached that provided CBR the opportunity to return to full ownership by spending C$10 million. The 2005 program, funded entirely by CBR, included airborne geophysical surveys, mapping and prospecting, and diamond drilling (2,619 m in seven holes at Three Bluffs and 643 m in three holes at Anuri) that totalled C$8.5 million in expenditures.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 6-3*

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In 2006, GFL allowed its option to lapse and returned 100% ownership to CBR. The 2006 exploration program comprised 3,503 m of drilling at Anuri and West Plains in addition to the collection of 579 rock samples and 175 till samples (Blakley and Rennie, 2008).

The 2007 field program consisted of 5,669 m of diamond drilling at Three Bluffs and Inuk prospects, and the collection of 876 rock grab samples and 687 till samples across the CBGB prospects, mostly in areas that had seen limited previous exploration (Turner, 2010). Of the rock samples collected, 28 returned values greater than 1.0 g/t Au and, of these, three were considered to be new prospects. The remaining 25 samples expanded and confirmed the extent of mineralization at Ghost, Muskox, Maro, Shamrock, Betwixt, and Ridge prospects.

Other gold-associated elements were part of the Inductively Coupled Plasma (ICP) analyses including arsenic and antimony. There were no antimony anomalies, and the three arsenic anomalies that were returned were not considered significant by NCG due to previous results and the lack of significant mineralization and alteration.

Several base metal, notably copper, anomalies were identified. The four highest copper values and four highest silver values were located in the vicinity of the Muskox and Maro prospects. No significant lead and one zinc anomaly, northeast of Castle Rock, was observed (Turner, 2010).

Poor outcrop exposure necessitated the collection of 687 till samples. These samples were taken along designated lines that typically traversed north, roughly “down-ice”, of magnetic and EM anomalies and other areas of interest. Twenty-three samples were taken south of the Ghost occurrence and returned no assays of significance.

Several magnetic features of interest west of the Central Tonalite/Deformation Zone intrusive complex were tested by 79 samples. Several anomalous samples, defined as being in the ninetieth percentile of the anomalies, were identified for future follow-up.

The Shamrock, Betwixt, and Ridge prospects were tested with 48 samples. A cluster of anomalies was identified south of the Shamrock occurrence.

Northwest of the Castle Rock occurrence, 153 samples were taken. Two anomalies were found in an area that was previously identified by a cluster of gold-in-till anomalies. No significant dispersion train was identified potentially indicating a localized gold source near the centre of claim JT2. A previous anomaly at the north end of HYR 9 was confirmed by 2007 sampling. On claim JT3, a 200 ppb Au sample, the highest gold-in-till value of 2007, was taken.

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Northeast of Castle Rock, a poorly exposed regional magnetic anomaly was tested with 284 till samples that followed up two previously identified areas of interest. The 2007 program supported the earlier results on the LL claims.

The KN claims, in the vicinity of the Kinngalugjuaq (Kinng) area occurrence, had nine anomalous results for gold with two small clusters on claims KN 28 and KN 29 (Turner, 2010).

The 2008 program consisted of prospecting, rock and till sampling, and diamond drilling. A total of 2,678 m was cored, and 662 grab samples and 1,170 till samples were taken. CBR took rock and till samples to follow up past anomalous results or to test previously underexplored sections of the CBGB.

A total of 662 rock samples were collected in 2008 to follow up previous anomalies or to test underexplored areas. Only five of the samples returned values greater than 1.0 g/t Au and no antimony anomalies were identified. Four arsenic anomalies were found but all were associated with gold values equal to or less than 1.06 g/t Au. Several minor base metal anomalies were identified for copper, silver, and nickel (Turner, 2010).

A total of 1,170 till samples were collected in 2008 over numerous prospects, none of which returned significant gold assays.

The 2009 exploration program consisted of rock and till sampling; no drilling was conducted in 2009. A total of 666 rock grab samples and 61 till samples were taken (Turner, 2010).

Fieldwork in 2009 concentrated on areas away from known occurrences and, as a result, only two of 666 grab samples returned values greater than 1.0 g/t Au. A sample of altered and mineralized iron formation was collected on claim LL 24 and returned 11.80 g/t Au in an area that had previously identified gold-in-till anomalies. The other anomalous sample was collected from an outcrop on claim KN 26 and assayed 2.11 g/t Au and was the first anomalous sample found on the north side of the Kinng quartzite. Similar to the rock sampling, till sampling in 2009 was intended to investigate areas away from known gold occurrences. No significant gold assays were identified from the 61 samples taken (Turner, 2010).

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Exploration activity conducted by NCG 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.

Quantec Geoscience Ltd. conducted a Titan Direct Current (DC)/IP survey on twelve lines, spaced 420 m apart, over the Three Bluffs area and covered from 4.5 km east of Three Bluffs to the Hayes occurrence. The survey identified conductive bodies that correlated with known gold mineralization locations at Three Bluffs as well as new anomalies located at Antler and Hayes. The survey identified new areas of potential gold mineralization along the mostly untested Walker Lake trend.

In March 2012, NCG completed a 116 line-km ground magnetic geophysical survey over the area covering the strike extension of the Three Bluffs stratigraphy to the northeast of the main deposit and infilled areas covered by the 2004 geophysical survey. The results indicate linear “magnetic highs” extending from the main linear anomaly of the Walker Lake trend eastward. These magnetic highs were interpreted to represent iron formation stratigraphy. Figure 6-1 illustrates the results of the merged 2004 and 2012 ground magnetic surveys.

No work was performed on the Project in 2013 and 2014.

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HISTORICAL DRILLING

Descriptions of drilling completed in the general vicinity of the Project by NCG and its predecessors prior to 2012 are taken from Blakley and Rennie (2008), Turner (2010), and Rennie and McDonough (2012 and 2015).

2003-2008

From 2003 to 2008, diamond drilling at the Three Bluffs Project was conducted by Connors Drilling Ltd. (Connors) of Kamloops, British Columbia. The standard core size drilled at Three Bluffs at the time was NQ2 (50.6 mm diameter).

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. Downhole dips were measured at 30 m intervals using a Roto-dip mechanism.

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 (6,781 m 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).

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2005 DRILLING

2006 DRILLING

There was no diamond drilling conducted at Three Bluffs, while 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.

2008 DRILLING

Drilling in 2008 was carried out by Refined Energy based in Edmonton, Alberta and focused on the stratigraphy in the west portion 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, returned 11.4 g/t Au over 3.2 m. No gold was intersected in the dacite, however, the holes were extended into the iron formation where 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.

2010-2011

The 2010 and 2011 diamond drilling programs were conducted by Phoenix Energy Services Corp. of Calgary, Alberta and Bodnar Drilling Ltd. of Ste. Rose du Lac, Manitoba, using a combination of contract equipment and drills owned by NCG. Drilling for these two programs was concentrated west of the resource area in an effort to increase the amount of Inferred Resources. The 2010 program comprised separate spring and summer component.

Drill holes were originally located and, upon completion, picked up using a Trimble R8 GNSS (global navigation satellite system) instrument. Drill casings were removed but anchors were left in the ground. Any readings taken of the drill rods were done using a total station electronic transit.

Downhole surveys were taken approximately every 30 m using a Reflex EZ-Shot survey tool with a magnetic susceptible reading taken with each survey. Reflex readings were then corrected for declination and magnetic susceptibility. At the end of a successfully completed hole, a Reflex Maxibor or Icefield Gyro instrument was used to take readings every three metres.

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2010 DRILLING

Significant intersections from the 2010 drill program are presented in Appendix 2, Table 31-1.

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2011 DRILLING

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.

Significant intersections from the 2011 program are tabulated in Appendix 2, Table 31-2.

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2012 DRILLING

Sixteen NQ-size diamond drill holes totalling 7.005.7 m were completed on the down-dip projection of the principal zones. Significant intercepts from the 2012 drilling are shown in Appendix 2, Table 31-3.

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

PREVIOUS RESOURCE ESTIMATES

In 2004, Committee Bay prepared a Mineral Resource estimate for the Three Bluffs Project using a block model method constrained by wireframe grade-shell models, with Inverse Distance Squared (ID ² ) weighting. A bulk density of 3.1 t/m ³ was used and the high Au values were capped at 60 g/t Au prior to compositing. At a cut-off grade of 3 g/t Au, the Inferred Mineral Resources at Three Bluffs were estimated to be 1.9 million tonnes grading 8.0 g/t Au, for 488,000 contained ounces of Au. In 2004, RPA audited the resource estimate and was of the opinion that the Mineral Resources had been estimated in a reasonable fashion, using appropriate parameters, plausible geological inference, and methods commonly used in the industry (Rennie and Wallis, 2004).

In 2008, Scott Wilson Roscoe Postle Associates Inc. (Scott Wilson RPA), a predecessor company to RPA, updated the Mineral Resource estimate using a block model method constrained by wireframe grade-shell models, with Inverse Distance Cubed (ID ³ ) weighting. The grade estimation was constrained using wireframe models, which were constructed by Committee Bay personnel using a 2 g/t Au grade cut-off and a nominal minimum width of 1.5 m. The database contained records for 84 holes, totalling 13,304 m of drilling. Scott Wilson RPA estimated Indicated Resources totalling 2.45 million tonnes grading 5.94 g/t Au for 468,000 contained ounces of gold and Inferred Resources of 1.34 million tonnes grading 5.34 g/t Au for 230,000 contained ounces of gold (Blakley and Rennie, 2008).

In 2009, Scott Wilson RPA completed another update to the resource model using a block model constrained by three-dimensional (3D) wireframes of the principal mineralogical domains. Grade for Au was interpolated into the model using ID ³ . Scott Wilson RPA estimated Indicated Resources totalling 2.70 million tonnes grading 5.85 g/t Au for 508,000 contained ounces of gold and Inferred Resources of 1.27 million tonnes grading 5.98 g/t Au for 244,000 contained ounces of gold (Scott, Rennie and Lambert, 2010).

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In 2012, RPA prepared an updated Mineral Resource estimate for the Three Bluffs Project using a block model method constrained by wireframe grade-shell models, with ID ³ 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. RPA estimated Indicated Resources totalling 4.30 million tonnes grading 4.90 g/t Au for 678,000 contained ounces of gold and Inferred Resources of 4.53 million tonnes grading 5.69 g/t Au for 829,000 contained ounces of gold (Rennie and McDonough, 2012).

In 2013, RPA updated the 2012 estimate to include the results of the 2012 diamond drilling program comprising 7,005.7 m in 16 holes. The estimate was carried out using a block model constrained by wireframe grade-shell models. Estimated gold grades were interpolated into the blocks using ID ³ weighting. The estimation methodology, cut-off grades, and commodity price used for this update were the same as those employed in the last resource estimate conducted by RPA for NCG in 2011. RPA estimated Indicated Resources totalling 4.31 million tonnes grading 4.90 g/t Au for 680,000 contained ounces of gold and Inferred Resources of 5.53 million tonnes grading 5.69 g/t Au for 938,000 contained ounces of gold (McDonough, 2013). The 2013 estimate was reviewed and remains current, and was therefore assigned a new effective date of May 31, 2017.

PAST PRODUCTION

There has been no previous production from the Property.

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7 GEOLOGICAL SETTING AND MINERALIZATION

The following description is taken from Turner (2010).

REGIONAL GEOLOGY

The Canadian Shield consists of a number of Archean cratons that are welded together by Paleoproterozoic orogenic belts. The Western Churchill Province, where the Property is located, is formed by two Archean crustal blocks, namely the Hearne and Rae domains, separated by the Archean to Paleoproterozoic Snowbird tectonic zone (Figure 7-1). The Snowbird tectonic zone has been identified by means of geophysical data and is expressed on the ground as discrete mylonite zones and wide corridors of heterogeneous low-grade cataclasites (Hanmer et al., 1992; Aspler et al., 1999).

The Hearne domain, to the southeast, includes the largely juvenile northwest Hearne subdomain and the juvenile central Hearne subdomain further to the southeast (Sandeman et al., 2001a). The Rae domain to the northwest, which hosts the Committee Bay belt, comprises much older Archean supracrustal rocks that have widespread continental affinities as reflected in local evidence for deposition on older basement (3.05 Ga, Hartlaub et al., 2001; 2.87 Ga. Zaleski et al., 2001), quartzite samples containing older Meso- to Paleoarchean detrital zircons (Ashton, 1988, Davis and Zaleski, 1998, Hartlaub et al., 2001), and lastly widespread occurrences of compositionally mature quartzite.

The Churchill Province is separated from the Slave craton to the west by the Thelon Tectonic zone, a magmatic welt comprised of granulite facies ortho- and para-gneisses, and younger granitoid plutons (Hanmer et al., 1992; Henderson et al., 1990; Van Breemen et al., 1987a, b; Thompson and Henderson, 1983). To the east of the Churchill Province lies a complex amalgamation of Archean cratonic blocks that are surrounded by orogens ranging in age from ca. 1.94 Ga to ca. 1.74 Ga (Van Kranendonk et al., 1993). The suture between the Western Churchill Province and the Superior Province to the south is marked by the Trans-Hudson orogenic belt which extends from the central United States, through central Canada and as far north as Labrador (Orrell et al., 1999). The Rae domain comprises voluminous plutonic bodies that intruded a number of Archean supracrustal sequences of mutually similar lithological character. One of these supracrustal sequences is the granite-greenstone terrane of the Archean Prince Albert group (PAg; Heywood, 1961). Correlative rocks to the PAg, spanning over 2,000 km, have been identified as the Murmac Bay group in Saskatchewan (Hartlaub et al., 2001), the Woodburn Lake group northeast of Baker Lake (host to the Meadowbank deposit; Zaleski et al., 2001), and the Mary River group on Baffin Island (Bethune and Scammell, 1997).

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Volcanic rocks within the eastern Rae domain include komatiite, basalt, andesite, and rhyolite, with the latter yielding U/Pb ages in the Woodburn Lake and Committee Bay area between 2.73 and 2.69 Ga (Zaleski et aI., 2001; Skulski et aI., 2003). Plutonic rocks in the eastern Rae domain were emplaced between 2.64 and 2.58 Ga and are dominated by calc-alkaline granitoid plutons (Le Cheminant and Roddick, 1991; Zaleski et al., 2001; Skulski et aI., 2003).

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LOCAL GEOLOGY

The following is taken from Turner and Schoeman (2013).

The Committee Bay area is underlain by Archean and Proterozoic rocks extensively covered by Quaternary glacial drift in the northern part of the Churchill Structural Province (Heywood and Schau, 1978). The focus of gold exploration in the area has been the granite-greenstone terrane of the PAg (Heywood, 1961) (Figure 7-2).

The Committee Bay area comprises three distinct Archean-aged subdomains including the Prince Albert Group (PAg) and Northern Migmatite subdomains and the Walker Lake intrusive complex (Skulski et al., 2003). The PAg subdomain contains abundant supracrustal rocks of the lower and middle PAg. The lower PAg comprises basalts, komatiites, and 2,732 Ma rhyolite while the middle PAg consists of a sequence of iron formation, psammite, semipelite, and <2,722 Ma quartzite. The middle PAg is overlain by a 2,711 Ma dacite while both the lower and middle PAg were cut by 2,718 Ma synvolcanic intrusions and post-volcanic intrusions aged 2,610 to 2,585 Ma (Skulski et al., 2003).

The Arrowsmith River shear zone separates the PAg and Northern Migmatite subdomains. The Northern Migmatite subdomain is composed of metasedimentary rocks with lesser mafic and ultramafic rocks from the upper PAg, bracketed to <2,691 Ma. These high-grade metamorphic rocks are cut by variably composed 2,580 Ma plutonic rocks. Rocks of the Walker Lake intrusive complex are in faulted contact with the PAg subdomain proximal to the Walker Lake shear zone but are in intrusive contact with the PAg subdomain elsewhere. The Walker Lake intrusive complex comprises 2,610 Ma granodiorite to monzogranite that is cut by late- to post-tectonic 1,821 Ma monzogranite (Skulski et al., 2003).

The CBGB is composed of rocks from the PAg which are bounded in the northwest by the wide, northeasterly-striking, Slave-Chantrey Mylonite Belt and in the south by the narrow, easterly-striking Amer-Wager Bay Shear Zone. Ductile shearing along the Amer and Wager Bay shear zones has been assigned a maximum age of 1.79 Ga and 1.81 Ga, respectively (Henderson and Broome, 1990). The Wager Bay shear zone is believed to be a strike-slip fault related to collision of two Archean plates (Parrish, 1989). The sinistral reactivation of the easterly striking structures are believed to post-date emplacement of the MacKenzie dyke swarm at 1,270 Ma (Le Cheminant and Heaman, 1989) and predate the emplacement of the Franklin dyke swarm at 720 Ma (Heaman et al., 1992). These mafic dyke swarms appear to follow a set of pre-existing northwesterly-striking structures in the Committee Bay region.

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Three main phases of regional ice movement were identified by the GSC, where Phase I being the oldest, is characterized by a northward movement and is tentatively associated with the last glacial maximum (Little, 2001, McMartin et al. 2003). Phase I was followed by a northeastward flow (Phase II - EAST) that dominated the eastern part of the Committee Bay belt (mainly NTS sheets 56O/2-8 and NTS sheets 56P/5-7, 9-16). In the western part of the Committee Bay study area (NTS 56K and parts of 56J), Phase I was followed by a northwesterly phase (Phase II - WEST) (Little, 2001, McMartin et al., 2003). Phase II may have occurred during early deglaciation of the region, when Keewatin Sector ice, while progressively retreating southward, was re-orientated into a general east-west configuration and the flow shifted to a north-northwesterly direction (Phase III) (Little, 2001, McMartin et al., 2003).

STRUCTURE

Two major fault systems in the central portion of CBGB cut PAg rocks. These are: (a) the northeasterly striking Kellett fault; and (b) the northwesterly striking Hayes River fault. Several other north, northwest, and easterly striking faults occur within the Laughland Lake–Ellice Hills area (Heywood and Schau, 1978). Geological and geophysical evidence indicates that easterly striking dextral shearing and northeasterly striking sinistral shearing components cut or deform rocks of the CBGB. These shear zones may have acted as conduits for gold-bearing fluids, as most of the gold occurrences discovered to date appear to be spatially related to the major shear systems and their kinematically related sub-structures. The northeasterly shears, which are generally parallel to the strike of the rock units, may be part of a conjugate shear set that is related to the easterly striking Walker Lake and Amer shear zones, indicating that the principal component of regional pure shear is oriented north-northwesterly in the CBGB (Turner, 2010).

Three phases of ductile deformation are recognized in the rocks of the Committee Bay greenstones. The S1 foliation is typically recognized in komatiitic and plutonic rocks, in particular, as a northwest striking fabric parallel to bedding in the komatiites. Axial planar folds from the first deformation phase are locally recognized. The dominant fabric throughout the Committee Bay region is the northeasterly striking S2 foliation which is axial planar to regional F2 folds. This regional foliation is interpreted to represent a composite S2+/-S1 fabric. D3 structures include northeast trending F3 folds and S3 fabrics that overprint D2 fabrics (Skulski et al., 2003).

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In the West Laughland Lake area of the CBGB, the regional strikes of the rock units are variable, but most commonly northerly striking. A significant change in the regional strike of the rock units occurs in the Wolf Lake area. At the Four Hills gold occurrence, complexly refolded iron formations are broadly warped, changing from a northerly regional strike in the western part to a northeasterly regional strike in the eastern part. Bedding, which generally is vertically dipping in the majority of the CBGB, dips shallowly to moderately in the Four Hills area. The rock units generally continue striking in a northeasterly direction from east of the Four Hills gold occurrence all the way to Committee Bay. The change in overall dip and strike of the rock units that occur in the Four Hills area may be the result of deflection of the CBGB during ductile deformation, either through regional folding or rheological refraction through a tectonothermal front such as the Hudsonian Orogeny (Turner, 2010).

In the Hayes River area, the easterly striking Walker Lake shear zone forms the dominant structure. The influence of this shear zone is evident in a number of small shear splays off the main zone. There is a shear splay that is spatially related to the Three Bluffs gold occurrence, which can be traced along strike from Three Bluffs to at least the Antler gold occurrence (Turner, 2010). Bedding in the Hayes River area generally dips sub-vertically and there is evidence of flexural shear and silicification along lithological contacts between iron formation and talc-actinolite schist (meta-komatiite).

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PROPERTY GEOLOGY

The following is taken from Turner and Schoeman (2013).

THREE BLUFFS AREA

Figure 7-3 depicts the interpretive geology along the Walker Lake trend, indicating the three key areas of the Hayes Grid, namely Hayes in the west, Antler in the central portion, and Three Bluffs to the east.

The following is largely derived from Davies (2010).

The Three Bluffs area of the Hayes Grid is extensively covered by post-glacial felsenmeer. Bedrock exposure in the immediate deposit area is limited to three low, rounded, oxidized outcrops, called West, Central, and East, which make up the Three Bluffs gold occurrence, and are on-strike iron formation outcrops interbedded with metapelitic rocks of the PAg that plunge shallowly to the northeast.

The Three Bluffs area is dominated by northeast to east-northeast trending, steeply dipping to sub-vertical bedding and penetrative foliation, and by locally preserved upright folds. Bedding in the Three Bluffs Grid area generally dips sub-vertically, and there is evidence of silicification and flexural shear along lithological contacts between iron formation and talc-actinolite schist. The S1 foliation is rarely observed in the hinges of F2 folds, and is represented by a variably dipping schistosity. The dominant fabric is the northeast striking S2 foliation, typical throughout the Committee Bay region. Late stage, northeast trending, tight crenulation folds can also be seen deforming existing F2 folds, however, it is questionable whether these represent F3 folds or late-F2 crenulations.

The Three Bluffs gold deposit is characterized by a thick interval of iron formation that appears to form the nose of an upright isoclinal antiform. The Bluffs represent the thickened outcrop sections of a fold repeated sequence of iron formation that ranges from 25 m to 30 m wide at West Bluff and up to 55 m at Central Bluff. The Three Bluffs iron formation is 55 m thick for at least 700 m of strike length and maintains a thickness of more than ten metres for a minimum strike length of 1.8 km (Freeman and Wyllie, 2002). The main iron formation unit is flanked to both the northwest and southeast by interbedded metasedimentary rocks and minor iron formation horizons. A concordant “dacite” unit occurs on the northwest limb of the interpreted antiform, with thickness diminishing by half on the southeast limb, giving the appearance of a homoclinal assemblage. The fold hinge in the iron formation has been removed by erosion in the western portion of the drill area, and has been truncated at shallow levels by a gently dipping diorite intrusion to the east. The entire iron formation-dacite-metasediment package is bounded by thick metasedimentary successions that lack both iron formation and dacite.

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Strong magnetic anomalies clearly define the extent of the Three Bluffs iron formations, which can be traced along strike to the northeast for more than 10 km (Figure 7-4). Northeast of Three Bluffs is an area of low magnetic relief which represents the diorite intrusion. South of this intrusion are several east to northeast trending magnetic features that are mainly associated with mafic and ultramafic volcanic units.

Due to the degree of hydrothermal alteration and metamorphic recrystallization in the vicinity of the deposit, determining and naming meaningful lithological units is difficult. At least seven main rock types are commonly observed in both outcrop and/or drill core: clastic metasedimentary rocks (cordierite and muscovite-bearing greywacke), iron formation, komatiite, dacite, felsic volcanic, diorite, and quartz veins. These are described in detail below.

ROCK TYPES OF THE THREE BLUFFS AREA

Clastic metasedimentary rocks consist of fine grained greywackes which are distinguished based on their cordierite, muscovite, or aluminous content. Cordierite bearing greywacke is characterized by knotted biotite schist with distinct coarse grained blue cordierite commonly rimmed by brown biotite and could also contain garnet. Muscovite bearing greywacke has a distinctive aluminous character with muscovite, kyanite, and possibly andalusite, lacking cordierite and garnet. Millimetre-scale compositional banding is common.

Foliation varies from unfoliated to strongly schistose, generally showing a gradual increase towards iron formation contacts. Also, strongly deformed greywackes contain abundant cross cutting, centimetre- to decimetre-scale diorite dikes, which appear to have been deformed along with the metasedimentary rocks. In the Three Bluffs area, the metasedimentary rocks are attenuated into a strong bedding-parallel foliation, and primary features have been destroyed by recrystallization and deformation. The contact between metasedimentary rocks and the iron formation is gradational and is associated with an increasing amount of fine grained clastic sedimentary grains towards both the footwall and hanging wall of the iron formation. The iron formations at Three Bluffs are variably magnetic, and consist of alternating bands of millimetre- to centimetre-scale magnetite and quartz, with intervals rich in actinolite (fine grained and coarse grained, euhedral and randomly orientated crystals), garnet, biotite, hornblende, grunerite, and sulphides. Iron formation bands with fine grained actinolite typically co-exist with disseminated magnetite, whereas coarse grained actinolite forms near mono-mineralic iron formation bands sometimes rimmed by fine grained magnetite (Turner and L’Heureux, 2005). Coarse grained, red garnet can also occur within coarse actinolite-rich bands.

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The iron formation has been divided into three sub-facies based on abundances of the minerals present. Oxide-facies iron formation has a high magnetite content and low abundance of sulphide minerals. This sub-facies is characterized by thick bands of coarse grained, euhedral, randomly orientated crystals of hornblende and magnetite, with minor quartz veining. Euhedral arsenopyrite commonly occurs intergrown with large crystals of randomly oriented hornblende, overprinting deformational structures.

Areas where quartz veining is abundant but sulphide content is low are interpreted as silica-veined iron formation. In these areas, garnet, and cordierite porphyroblasts up to two centimetres in diameter commonly occur within coarse grained hornblende-rich bands, which are typically one to ten centimetres thick. Magnetite content is relatively high, but has a more disseminated texture than in the oxide-facies iron formation.

Sulphide-facies iron formation consists of bands of intergrown pyrrhotite and pyrite, and is typically associated with areas of high quartz veining as well as a low abundance of magnetite, amphibole, and garnet. Sulphides are deformed parallel to a strong S2 foliation, and also occur within the necks of boudinaged quartz veins and within porphyroblast pressure shadows. In areas of intense silica flooding, primary banding is disrupted and sulphides are disseminated throughout the rock. The highest grades of gold mineralization occur in this sulphide-facies iron formation.

The most abundant metavolcanic rock type in the PAg is komatiite, which is exposed in several locations within the Three Bluffs area, however, it is rarely observed in drill core from the deposit itself. These komatiitic flows generally display retrograde mineral assemblages of serpentine-chlorite-tremolite/actinolite-magnetite (MacHattie, 2002). Primary volcanic textures are not preserved.

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Iron formation is flanked to the northwest by an altered, highly siliceous, buff coloured unit termed “dacite.” The dacite forms part of a mixed assemblage of banded iron formation and greywacke which is interbedded on metre to tens of metre scale. The banded iron formation is poorly bedded to massive and consists of magnetite, amphibole, and chert with grunerite rare to absent. On the northwest limb of the interpreted antiform, the dacite is present throughout the drill area, and is immediately adjacent to the auriferous iron formation, forming a highly correlatable unit. The stratigraphic thickness of the dacite on the southeast limb is half of that on the northwest limb. The dacite consists of quartz, plagioclase, sericite, and biotite, and is strongly to weakly mineralized with sulfides and gold. The fine-grained interlocking texture and high plagioclase content suggest an igneous origin for this rock type. Likewise, the lack of cross-cutting relationships, and the conformable nature of the unit with the interbedded iron formation, support a volcanic, likely tuffaceous origin.

A felsic volcanic unit, between 10 m and 20 m thick, unconformably overlies the iron formation-dacite-greywacke package on the northwest limb and is not present on the southeast limb. This has previously been described as a rhyolite, dominantly white to buff coloured with localized greywacke interbeds. The felsic volcanic unit consists of abundant medium grained feldspar phenocrysts and square quartz phenocrysts within highly siliceous banding or flow banding. The felsic volcanic unit increases in stratigraphic thickness southwestward and eventually directly overlies the iron formation-dacite-greywacke package of the northwest limb towards Antler and Hayes on the Hayes Grid. Where drilling is done from southeast to northwest to cut the antiform, there is poor control on the felsic volcanic unit since the drilling is not always carried through to intersect the felsic volcanic unit.

The supracrustal rocks at Three Bluffs are truncated to the northeast by a medium grained diorite intrusion, consisting of undeformed quartz, plagioclase, biotite, hornblende, muscovite, and trace amounts of pyrite. A weak southwest trending fabric is recognized at the margins of this intrusion, but its interior is generally undeformed and massive. In outcrop, the contact between the iron formation and the diorite is irregular and appears to be folded with the iron formation. This relationship can also be seen in drill core, where several diorite dikes (assumed to be cogenetic with the main intrusion) have been folded parallel to the iron formation and other lithologies. The iron formation continues beneath the diorite body, which has a lower contact that appears to have a shallow dip to the northeast. The implication of these observations is that the diorite intruded the supracrustal sequence prior to D2 deformation.

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At least two types of quartz veins occur in all rock types including the iron formation. The first phase is elongated, parallel to D2 fabrics, boudinaged, and either blue-grey in colour or massive and whitish. These veins are thought to be syn-D2, and are genetically related to mineralization since they contain a similar sulphide assemblage as in the mineralized iron formation. Where abundant quartz veining occurs, the wallrocks appear silica flooded and display muscovite alteration. High gold grades are associated with these quartz veins.

The second phase of quartz veins cross-cuts D2 foliation and, therefore, post-dates mineralization. These veins are much thinner (0.5 mm) than the first phase, but still display moderate strain textures. They are less widespread and do not appear to be associated with gold or sulphide mineralization.

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MINERALIZATION

The following is derived from Blakley and Rennie (2008) and Turner (2010). Figure 7-5 illustrates the locations of the various mineral occurrences on the Property.

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.

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 where 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 (Turner, 2010).

Turner notes that while, generally, elevated gold has been found with arsenopyrite, pyrite, and pyrrhotite bearing iron formation, metasedimentary, and metavolcanic rocks, no consistent positive correlation has been found between the highest-grade gold grades and the volume percent of these minerals. The most important characteristic common to the majority of the high-grade gold occurrences, according to Turner (2010), is silicification.

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8 DEPOSIT TYPES

The primary deposit type of interest in the CBGB is gold within silicate, oxide, and sulphide iron formation. The following is taken from Robert et al. (2007).

Iron formation hosted deposits consist mainly of sulphidic replacements of Fe-rich layers in magnetite or silicate banded iron formation (BIF), adjacent to variably developed quartz veins and veinlets. The intensely mineralized central parts of some deposits consist of nearly continuous wallrock replacements, which can obscure their epigenetic character and can lead to ambiguities about the timing of mineralization (Caddy et al., 1991; Kerswill, 1996).

BIF-hosted deposits occur in greenstone belts that are either volcanic-dominated or sediment-dominated, where they are located stratigraphically near regional volcanic-sedimentary transition, as is the case at Homestake and Morro Velho. A few deposits, like Lupin, also occur near the edges of large clastic sedimentary basins, in absence of significant mafic volcanic rocks. Magnetite BIF is the dominant host in greenschist grade rocks, whereas silicate BIF prevails at mid-amphibolite grade or higher (Kerswill, 1996). At the local scale, BIF-hosted deposits are commonly associated with the hinges of folds, anticlines or synclines, and intersections of shear zones and faults. As a consequence, the deposits are commonly stratabound and plunge parallel to their host fold hinge or to the line of intersection of controlling shear zones with the BIF unit. In greenstone belts, many BIF-hosted deposits also contain concentrations of intermediate to felsic porphyry stocks and dykes.

Kerswill (1996) has divided iron formation-hosted gold deposits, based on the dominant style of gold distribution, into two principal varieties; stratiform and non-stratiform (or vein type). Some deposits have characteristics of both varieties.

In the vein-type deposits, gold hosted by iron-formation is restricted to late structures (quartz veins and/or shear zones) and/or iron sulphide-rich zones adjacent to such structures. Ore is confined to discrete, commonly small shoots separated by barren (gold- and sulphide-poor) iron formation, typically of oxide facies. These non-stratiform ores are essentially a variety of the mesothermal quartz-carbonate vein deposits.

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Deposits of the stratiform type can be subdivided into those occurring within sediment-dominated settings and those within mixed volcanic-sedimentary settings. In the former, gold is uniformly disseminated in thin, but laterally extensive units of cherty pyrrhotite-rich iron formation that are conformably interlayered with sulphide- and oxide-poor iron formation and pelitic sedimentary rocks in portions of turbidite basins relatively distant from felsic volcanic centers. In the deposits within mixed settings, gold is uniformly disseminated in thin, but laterally extensive units of cherty sulphide iron formation that are associated with carbonate iron formation and black carbonaceous shale relatively close to volcanic centres.

Work carried out by NCG and its predecessors 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, metavolcanic and metasedimentary rocks. Despite gold occurrences across the belt displaying macroscopic differences in geology and mineralogy, one or more of these sulphide minerals, in varying proportions, accompany silicification and chloritization in samples that have high amounts of gold mineralization. The most important common characteristic appears to be silicification.

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9 EXPLORATION

Since acquiring the Project in 2015, Auryn has initiated a comprehensive exploration program consisting of geological mapping, prospecting and sampling, till sampling, high resolution aerial drone imagery, ground and airborne geophysical surveying, as well as both rotary air blast (RAB) and diamond drilling.

Information related to Auryn’s drilling activity on the Property can be found in Section 10 of this report.

TILL SAMPLING

In 2016, Auryn completed an extensive till geochemical sampling program consisting of 5,160 samples over a large portion of the property and filled in unsampled areas between previously known targets. The survey identified 17 new gold anomalies in the till requiring follow-up testing in the 2017 field season. Figure 9-1 illustrates the area covered by the 2016 sampling.

BOULDER MAPPING

AERIAL DRONE IMAGERY

AIRBORNE GEOPHYSICAL SURVEYS

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GROUND GEOPHYSICAL SURVEYS

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

PROSPECTING

In 2016, 921 grab samples were collected as part of an on-going program of prospecting.

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10 DRILLING

Drilling prior to Auryn’s acquisition of the Property in 2015 is described in Section 6 History of this report. In RPA’s opinion, diamond drilling conducted by previous owners on the 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 10-1 summarizes the drilling completed by Auryn since its acquisition of the Property. Figure 10-1 illustrates the locations of Auryn’s 2015 to 2016 drill holes.

TABLE 10-1 SUMMARY OF AURYN DRILLING
Auryn Resources Inc. – Committee Bay Project

Prospect	Type	No. of Holes	Metres	Period
		Drilled	Drilled
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

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RAB DRILLING

Table 10-2 lists the RAB holes completed by Auryn in 2015 and 2016. Table 10-3 lists the significant intersections obtained.

TABLE 10-2 AURYN RAB DRILLING
Auryn Resources Inc. - Committee Bay Project

				Start	Finish		Length
Hole	Prospect	Easting	Northing	Date	Date	Attitude	(m)
15FHR001	Four Hills	497,805	7,379,152	13-Aug-15	13-Aug-15	180°/-55°	100.58
15FHR002	Four Hills	497,804	7,379,197	14-Aug-15	14-Aug-15	180°/-65°	44.20
15FHR003	Four Hills	496,558	7,379,929	14-Aug-15	14-Aug-15	180°/-55°	100.58
15FHR004	Four Hills	496,602	7,379,957	14-Aug-15	15-Aug-15	180°/-55°	100.58
15WPR001	West Plains	479,180	7,333,374	11-Jul-15	11-Jul-15	120°/-65°	77.72
15WPR002	West Plains	479,466	7,332,182	12-Jul-15	12-Jul-15	120°/-55°	100.58
15WPR003	West Plains	479,517	7,332,158	13-Jul-15	13-Jul-15	120°/-55°	100.58
15WPR004	West Plains	479,569	7,332,131	14-Jul-15	14-Jul-15	120°/-55°	100.58
15WPR005	West Plains	479,738	7,332,358	15-Jul-15	16-Jul-15	120°/-55°	100.58
15WPR006	West Plains	479,785	7,332,321	16-Jul-15	17-Jul-15	120°/-55°	82.30
15WPR007	West Plains	479,832	7,332,285	18-Jul-15	18-Jul-15	120°/-55°	100.58
15WPR008	West Plains	479,875	7,332,249	18-Jul-15	18-Jul-15	120°/-55°	100.58
15WPR009	West Plains	475,144	7,330,161	19-Jul-15	19-Jul-15	120°/-60°	51.82
15WPR010	West Plains	475,147	7,330,155	20-Jul-15	20-Jul-15	120°/-60°	100.58
15WPR011	West Plains	475,087	7,330,202	20-Jul-15	20-Jul-15	120°/-60°	100.58
15WPR012	West Plains	474,952	7,330,295	24-Jul-15	25-Jul-15	120°/-60°	100.58
15WPR013	West Plains	474,911	7,330,326	25-Jul-15	25-Jul-15	120°/-60°	100.58
15WPR014	West Plains	474,852	7,330,369	26-Jul-15	26-Jul-15	120°/-60°	100.58
15WPR015	West Plains	479,116	7,333,244	27-Jul-15	28-Jul-15	120°/-55°	100.58
15WPR016	West Plains	479,827	7,334,691	28-Jul-15	28-Jul-15	120°/-55°	100.58
15WPR017	West Plains	479,797	7,334,704	29-Jul-15	29-Jul-15	120°/-55°	100.58
15WPR018	West Plains	479,882	7,334,768	31-Jul-15	31-Jul-15	120°/-55°	100.58
15WPR019	West Plains	479,863	7,334,551	31-Jul-15	01-Aug-15	120°/-55°	100.58
15WPR020	West Plains	479,823	7,334,573	01-Aug-15	02-Aug-15	120°/-55°	100.58
15WPR021	West Plains	479,860	7,334,609	02-Aug-15	03-Aug-15	120°/-55°	100.58
15WPR022	West Plains	479,762	7,334,489	03-Aug-15	04-Aug-15	120°/-55°	100.58
15WPR023	West Plains	479,712	7,334,402	08-Aug-15	08-Aug-15	120°/-55°	100.58
15WPR024	West Plains	479,925	7,334,874	05-Aug-15	06-Aug-15	120°/-55°	100.58
15WPR025	West Plains	479,925	7,334,874	06-Aug-15	06-Aug-15	120°/-55°	100.58
15WPR026	West Plains	479,867	7,334,826	07-Aug-15	07-Aug-15	120°/-55°	7.62
15WPR027	West Plains	479,176	7,333,343	07-Aug-15	08-Aug-15	120°/-70°	100.58
15WPR028	West Plains	481,238	7,338,574	11-Aug-15	11-Aug-15	120°/-55°	100.58
15WPR029	West Plains	481,192	7,338,600	12-Aug-15	12-Aug-15	120°/-55°	100.58
16WPR030	West Plains	479,181	7,333,376	28-Jun-16	30-Jun-16	120°/-65°	201.17
16WPR031	West Plains	478,595	7,332,453	30-Jun-16	02-Jul-16	140°/-55°	137.16

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				Start	Finish		Length
Hole	Prospect	Easting	Northing	Date	Date	Attitude	(m)
16WPR032	West Plains	479,131	7,333,498	30-Jun-16	01-Jul-16	090°/-55°	56.39
16WPR033	West Plains	479,133	7,333,410	01-Jul-16	03-Jul-16	090°/-55°	67.06
16WPR034	West Plains	478,561	7,332,495	02-Jul-16	04-Jul-16	140°/-55°	143.26
16WPR035	West Plains	479,181	7,333,380	03-Jul-16	05-Jul-16	090°/-55°	201.17
16WPR036	West Plains	478,529	7,332,537	04-Jul-16	05-Jul-16	140°/-55°	137.16
16WPR037	West Plains	479,105	7,333,219	05-Jul-16	06-Jul-16	130°/-55°	201.17
16WPR038	West Plains	478,428	7,332,460	05-Jul-16	06-Jul-16	140°/-55°	137.16
16WPR039	West Plains	479,044	7,333,242	06-Jul-16	07-Jul-16	130°/-55°	201.17
16WPR040	West Plains	478,460	7,332,417	06-Jul-16	08-Jul-16	140°/-55°	137.16
16WPR041	West Plains	479,410	7,333,894	07-Jul-16	08-Jul-16	130°/-55°	100.58
16WPR042	West Plains	478,182	7,331,535	08-Jul-16	09-Jul-16	135°/-55°	82.3
16WPR043	West Plains	479,453	7,333,857	08-Jul-16	09-Jul-16	130°/-55°	152.40
16WPR044	West Plains	478,136	7,331,575	09-Jul-16	10-Jul-16	135°/-50°	137.16
16WPR045	West Plains	479,345	7,333,804	09-Jul-16	10-Jul-16	125°/-55°	152.40
16WPR046	West Plains	479,561	7,334,254	10-Jul-16	12-Jul-16	125°/-55°	152.40
16WPR047	West Plains	479,498	7,330,064	10-Jul-16	11-Jul-16	125°/-55°	152.40
16WPR048	West Plains	479,302	7,333,707	12-Jul-16	13-Jul-16	125°/-55°	152.40
16WPR049	West Plains	479,677	7,334,421	13-Jul-16	15-Jul-16	125°/-55°	152.40
16WPR050	West Plains	479,728	7,334,622	15-Jul-16	16-Jul-16	125°/-55°	152.40
16ARR001	Anuri	521,402	7,371,400	13-Jul-16	14-Jul-16	150°/-55°	201.17
16ARR002	Anuri	521,560	7,370,992	15-Jul-16	17-Jul-16	180°/-55°	173.74
16ARR003	Anuri	521,619	7,370,814	18-Jul-16	19-Jul-16	180°/-55°	152.40
16ARR004	Anuri	521,251	7,370,963	18-Jul-16	19-Jul-16	225°/-55°	201.17
16ARR005	Anuri	521,332	7,371,040	19-Jul-16	20-Jul-16	225°/-55°	201.17
16ARR006	Anuri	521,646	7,370,708	20-Jul-16	22-Jul-16	180°/-55°	152.40
16ARR007	Anuri	521,912	7,370,767	20-Jul-16	22-Jul-16	210°/-55°	201.17
16ARR008	Anuri	521,663	7,370,624	22-Jul-16	24-Jul-16	180°/-55°	121.92
16ARR009	Anuri	521,978	7,370,832	23-Jul-16	24-Jul-16	210°/-55°	160.02
16ARR010	Anuri	522,763	7,370,733	25-Jul-16	27-Jul-16	180°/-55°	152.40
16ARR011	Anuri	522,046	7,370,903	24-Jul-16	25-Jul-16	210°/-55°	129.54
16ARR012	Anuri	521,891	7,370,671	26-Jul-16	27-Jul-16	210°/-55°	201.17
16ARR013	Anuri	522,770	7,370,803	27-Jul-16	29-Jul-16	180°/-55°	152.40
16ARR014	Anuri	523,067	7,370,645	27-Jul-16	29-Jul-16	200°/-55°	201.17
16ARR015	Anuri	522,774	7,370,873	29-Jul-16	31-Jul-16	180°/-55°	152.40
16ARR016	Anuri	523,104	7,370,742	29-Jul-16	31-Jul-16	200°/-55°	175.26
16ARR017	Anuri	522,793	7,370,938	31-Jul-16	02-Aug-16	180°/-55°	152.40
16ARR018	Anuri	522,235	7,370,956	01-Aug-16	02-Aug-16	180°/-55°	152.40
16ARR019	Anuri	522,228	7,370,867	02-Aug-16	05-Aug-16	180°/-55°	184.40
16ARR020	Anuri	523,627	7,370,603	02-Aug-16	05-Aug-16	225°/-55°	155.45
16ARR021	Anuri	523,671	7,370,659	06-Aug-16	08-Aug-16	225°/-55°	152.40
16ARR022	Anuri	521,847	7,370,912	06-Aug-16	08-Aug-16	050°/-55°	201.17
16ARR023	Anuri	522,825	7,371,193	08-Aug-16	09-Aug-16	180°/-55°	152.40
16ARR024	Anuri	521,922	7,370,972	08-Aug-16	10-Aug-16	050°/-55°	161.54
16ARR025	Anuri	522,829	7,371,120	09-Aug-16	10-Aug-16	180°/-55°	152.40

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				Start	Finish		Length
Hole	Prospect	Easting	Northing	Date	Date	Attitude	(m)
16ARR026	Anuri	523,024	7,370,952	11-Aug-16	12-Aug-16	180°/-55°	152.40
16ARR027	Anuri	521,465	7,371,131	11-Aug-16	12-Aug-16	180°/-55°	201.17
16ARR028	Anuri	523,020	7,371,039	12-Aug-16	13-Aug-16	180°/-55°	152.40
16ARR029	Anuri	521,393	7,371,219	12-Aug-16	13-Aug-16	180°/-55°	201.17
16ARR030	Anuri	521,986	7,370,523	13-Aug-16	15-Aug-16	210°/-55°	152.40
16ARR031	Anuri	522,025	7,370,598	14-Aug-16	15-Aug-16	210°/-55°	201.17
16ARR032	Anuri	521,194	7,370,666	15-Aug-16	19-Aug-16	180°/-55°	152.40
16ARR033	Anuri	521,194	7,370,769	19-Aug-16	21-Aug-16	180°/-55°	152.40
16ARR034	Anuri	522,159	7,370,534	21-Aug-16	24-Aug-16	210°/-55°	141.73
16MXR001	Muskox	522,688	7,373,603	16-Aug-16	17-Aug-16	110°/-55°	147.83
16MXR002	Muskox	522,779	7,373,562	19-Aug-16	20-Aug-16	110°/-55°	201.17
16MXR003	Muskox	522,866	7,373,507	20-Aug-16	22-Aug-16	110°/-55°	201.17
16MXR004	Muskox	523,007	7,374,925	22-Aug-16	26-Aug-16	110°/-55°	201.17
16MXR005	Muskox	522,427	7,373,323	24-Aug-16	26-Aug-16	180°/-55°	152.40
16MXR006	Muskox	523,082	7,374,886	26-Aug-16	28-Aug-16	110°/-55°	201.17
16MXR007	Muskox	522,445	7,373,238	28-Aug-16	30-Aug-16	1810°/-55°	152.40

Figures 10-2, 10-3, and 10-4 illustrate the locations of the RAB drilling in the West Plains, Anuri and Muskox areas, respectively.

TABLE 10-3 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

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 10-5*

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The following is abridged from Auryn’s Standard Operating Procedure, RAB Drill Sampling, Committee Bay Property, Nunavut.

RAB holes are planned (location, azimuth, dip, length) by the supervising geologist. The drill hole azimuth is established in the field by aligning the drill rig frame or mast with front and back sight pickets. The dip is checked by the geologist prior to collaring the hole. Samples of drill cuttings are taken by the sampler at every five feet, corresponding to the length of individual drill rods. Samples are packaged into rice bags for helicopter transport back to camp.

Duties completed by the Auryn geologist at camp include:

Completion of a geological quick log using the appropriate template
X-ray fluorescence (XRF) analysis (where applicable)
Detailed geological logging
Selection of base of overburden samples
Separation of base of overburden samples
Removal of overburden samples
Preparation for sample dispatch
Completion of laboratory submission form

QUICK LOG

As samples are transported back to camp, they will be quick logged by the logging geologist. These quick logs entail:

Assignment of appropriate lithological codes for each unit identified.
Assignment of appropriate alteration code for each interval of alteration identified.

Lithologies and alteration designated at this point in logging are subject to change during detailed geological logging; however, they will provide a reasonable real-time data set for use in drill hole planning.

XRF ANALYSIS

Following the completion of the quick log, an XRF analysis of each sample should be completed in accordance with the established procedure. XRF data will generally provide valuable information to assist with geological logging.

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DETAILED GEOLOGICAL LOGGING

Detailed geological logging is completed using chip tray samples (and XRF information where appropriate). Geological data will be captured using a Samsung Galaxy data logger equipped with WellCAD software. Logging will be completed in camp according to the following guidelines:

Chip trays received from the drill will be quick logged and set aside for drying in the logging workspace.
Detailed logging will be interval based, not sample based (i.e., logging will be completed for each unit/alteration interval as it is encountered downhole, and not for each five foot interval separately; example table below).

Hole ID	Alterati o n			Litholog y
Hole ID	From	To	Code	From	To	Code
16RB001	55	75	QPo	0	15	OB
	85	95	QSPo	15	60	Ar-ps
				60	75	Ar-i
				75	100	Ar-k

Logged units will be assigned a lithology consistent with designated log codes and will include basic mineralogy and unit descriptions. XRF data may be useful to assist in assigning lithologies.
Intervals of alteration will also be logged consistent with designated alteration codes.
Completed logs will be submitted to the supervising geologist for review and upload to Auryn data storage.

The logging geologist will be familiarized with these procedures prior to the completion of any detailed logging. Auryn technical personnel on site may periodically review and/or assist with the detailed logging as necessary to ensure consistent data collection.

SAMPLE SORTING

After geological logging is complete, the geologist opens all rice bags and physically sorts samples by sequential sample number, ensuring the following:

All samples are accounted for.
That intervals on the data logger and included sample tag correspond.
Standards and blanks can now be inserted.

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INSERTION OF STANDARDS AND BLANKS

At this point, the geologist takes sample tags previously set aside and assigns standards and blanks.

		Standards are inserted on sample numbers ending with 13, 53, and 93 (3% of data)
		i)	The appropriate standards are selected randomly.
		ii)	The sticker is removed from the standards and affixed to the inner sample tag. The standard ID is also written on the inner barcoded sample tag.
		iii)	The standard is inserted into a 12 in. x 20 in. clear plastic sample bag.
		iv)	The outer sample tag (not labelled with standard ID) is then inserted into the 12 in. x 20 in. clear plastic sample bag.
		v)	Blanks are inserted on sample numbers ending with 33 and 73 (2% of data). Blanks alternate between coarse crush and fine (pulp) blanks.
		vi)	Blanks are inserted using the same protocol as standards (above).

BASE OF OVERBURDEN SAMPLES

Following the completion of geological logging, the geologist is able to establish the base of overburden interval. This sample plus the preceding sample (two samples total) are selected for separate analysis. These samples are bagged into a separate rice bag and sent as a separate sample submission with separate standards. Overburden samples from several holes are collected until the sample submission contains eight to ten overburden samples, to which one standard and one blank are added to comprise the final sample submission. All standards and blanks used in base of overburden samples use tags from a separate tag book kept specifically for that purpose.

All analytical samples occurring up hole of (before) the two overburden samples are removed and discarded.

Base of overburden samples are allocated submission numbers using the format: YYCB-OB-XXX (e.g., 16CB-OB-001).

PREPARATION FOR SAMPLE DISPATCH

All samples are packaged in double bagged rice bags (i.e., two bags for added protection).

The following is completed in preparation for sample dispatch:

A pre-addressed ALS Vancouver 20”x40” polywoven rice bag is pre-labelled with shipment number, bag number, and shipper details.

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	2.	Following removal of overburden samples and separate bagging of base of overburden samples, all other analytical samples are placed into rice bags in sequence.

	3.	A maximum of ten samples are included in each bag. Rice bags used to ship samples from the drill can be reused as the internal sample bag. The outer bag is the bag labelled previously.

	4.	Rice bags are then labelled with bag number and total number of bags in the sample submission (e.g., Bag 1 of 10, 2 of 10 etc.).

	5.	Each 12 in. x 20 in. plastic sample bag is scanned using the data logger and recorded against the appropriate rice bag number as it is inserted into the rice bag.

	6.	Prior to sealing the rice bags, the sample submittal form is placed within the first bag of the sample shipment.

	7.	Security tags are also scanned for the corresponding bag. These rice bags are then zip tied and sealed with the security tag. The zip tie should pass through the security tag when sealing the rice bag so the security tag does not break during transport.

	8.	Each rice bag is then labelled with the submission number. The submission number is allocated sequentially and use the convention: YYCB-RB-XXX (e.g., 16CB-RB-001).

	9.	Completed sample submission shipments are lined up in the sample dispatch area in sequential order and separated by hole. Each hole is marked with a different colour combination of flagging tape wrapped around the top of the rice bag for easy identification for transport out of camp.

	10.	Samples placed in the dispatch area are dispatched by the logistics department.

DIAMOND DRILLING

Table 10-4 lists those diamond drill holes completed by Auryn and Table 10-5 lists the significant intersections obtained.

TABLE 10-4 AURYN DIAMOND DRILLING
Auryn Resources Inc. - Committee Bay Project

		Easting	Northing	Start	Finish		Length
Hole	Prospect			Date	Date	Attitude	(m)
16AN043	Antler	567,421	7,391,591	10-Jul-16	14-Jul-16	353°/-56°	413.61
16AN044	Antler	568,078	7,391,928	12-Jul-16	18-Jul-16	003°/-67°	477.87
16TE001	Three Bluffs East	570,602	7,393,194	15-Jul-16	24-Jul-16	358°/-71°	712.32
16TB146	Three Bluffs	569,419	7,392,425	19-Jul-16	21-Jul-16		157.58
16TB147	Three Bluffs	569,587	7,392,453	22-Jul-16	28-Jul-16	358°/-70°	474.57
16TB148	Three Bluffs	570,580	7,392,805	25-Jul-16	01-Aug-16	357°/-66°	654.41
16TB149	Three Bluffs	570,112	7,393,107	28-Jul-16	07-Aug-16	181°/-70°	825.09

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 10-12*

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TABLE 10-5 AURYN SIGNIFICANT DDH INTERSECTIONS
Auryn Resources Inc. - Committee Bay Project

	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

The following is abridged from Auryn’s Standard Operating Procedure, Diamond Core Drilling, Committee Bay Property, Nunavut.

Drill hole collar coordinates, azimuth, depth, and target information is provided by the Supervising Geologist in advance to enable the surveyor/geologist to mark out the drill hole and front/back sights for drill crews. At this time, a pre-drill site photograph should be taken for reference.

Prior to commencement of drilling, a geologist checks to ensure that the drill rig is located over the correct collar peg. The drill hole azimuth is checked by aligning the drill rig frame or mast with the front and rear sight pegs, which will be positioned in advance. Alternatively, a Reflex TN14 Gyro compass may be used for drill rig alignment.

DOWNHOLE SURVEYS

Two types of survey instruments are used to measure downhole deviation at the Committee Bay Project.

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REFLEX EZ-SHOT OR EZ-TRAC

The Reflex Ez-shot/Ez-Trac system is a single-shot/multi-shot survey tool used to measure downhole dip and azimuth. Azimuth is measured using magnetic field and is therefore prone to interference by drill rods (if measured too close to rods) and the presence of magnetite and or pyrrhotite in rock units. The tool measures total magnetic field to enable an assessment of the quality of azimuth data.

At the Committee Bay Project, the Ez-shot/Ez-trac system is used to measure dip and azimuth as the hole progresses. Ez-shot surveys should be completed 6 m below the base of casing and approximately every 30 m thereafter as drilling proceeds. In general, to complete an Ez-shot/Ez-trac survey, the driller will pull the core tube, remove two drill rods, circulate water/brine to warm the hole for one to two hours, then pump the Ez-shot/Ez-trac tool to the bottom of hole (past the end of the rod string so that the rods do not interfere with the azimuth reading).

REFLEX GYRO

The Reflex Gyro is a downhole instrument that comprises a sealed probe with three digital micro-gyros, three accelerometers and integrated electronics which allow accurate downhole measurements of dip and azimuth to be collected within a drill hole string and in areas where magnetic interference is common. Data input, output, and processing is completed in a ruggedized field tablet/laptop via wireless/Bluetooth connectivity. Gyro data produces dip and azimuth data enabling accurate spatial location of downhole data (assays, geological features, structures, etc.)

At the Committee Bay Project, Gyro surveys are generally completed at the end of each drill hole. In deeper holes, gyro surveys may be completed periodically as the hole progresses. Gyro data is more accurate than Ez-shot/Ez-trac data.

At the completion of each drill hole (or as required), the surveyor, technician, or drill geologist is required to complete a gyro survey. In preparation for gyro surveying, the drillers remove the core tube and circulate sufficient hot water/brine to suppress permafrost. Gyro surveys can take up to 90 minutes depending on hole depth. The survey operator inputs location coordinates (Northing, Easting) and the starting azimuth of the survey. The starting azimuth is generated using a Reflex TN14 Gyro compass or by completing rod shots (survey on base and top of the rod attached when rods are pulled to top of the mast) to calculate the azimuth.

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DRILL INSPECTIONS

During the day and night shift of drilling, the drill rig geologist visits the drills in order to inspect the drill, check on drill progress, collect geological information, and monitor downhole surveys. While at the rig, the geologist works with the drillers to identify any problems, gain information regarding the hole, and to complete a quick log of the drill core in order to monitor the hole with respect to the drill target.

Drills are inspected by the drill geologist at least once per shift. Inspections include the following:

		Record the current depth and hole number in the drill notebook.

		Record any important notes provided by the driller. Notes may include: production difficulties, hard ground/soft ground, zones of lost water pressure, any bit changes or expected bit changes, broken components or components needing maintenance, water consumption, etc.

		Collect downhole survey information recorded by driller.

		Complete a brief safety and environmental inspection of the drill making sure that:

			All guards are in place
			All personnel are wearing correct personal protection equipment
			Any hazards are identified and addressed (tripping hazards, etc.)
			Spill kit is present and easily accessible
			All fuel, oils, and chemicals are in containment
			Drill cuttings are being managed appropriately
			Water readings are being kept to monitor water consumption.

		Complete a quick log of the core.

QUICK LOG

The quick log is completed to provide real time feedback on the status of drilling and geological information as holes progress. Lithology, alteration, mineralization, and structure provide valuable information which can assist with hole planning. Hole depths will vary based on geological information provided by the quick logs.

Quick logs are completed at the drill. Core boxes are placed in order and core is reviewed, noting from and to intervals of lithology, alteration, structure, and mineralization. Upon return to camp, a quick log Microsoft Excel sheet is completed. The quick log file is distributed to relevant geological personnel.

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*Technical Report NI 43- 101 – May 31, 2017*	*Page 10-15*

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Where applicable, cross sections are updated using quick log information. Downhole survey information collected by drillers (Ez-shot/ez-trac data) is used to adjust drill hole trace to reflect changes in dip which may occur during drilling. This will provide real time data to assess how the drill hole is progressing, when the target has been reached, and when to end the hole.

CORE PROCEDURES

Core is delivered to camp by Alltrack or Hagglund during winter programs and by air (helicopter) in the summer. Auryn has followed the core procedures as described below.

All data are recorded in the NCG Data Logger software on one of the core logging laptops provided in the core shack. Each hole has its own separate file and upon its completion is merged into one master database by the database manager.

Core is laid out on logging tables in the core shack so that the boxes are in numerical order. The boxes are checked to ensure that they are properly labelled, that all metre/footage blocks are in their proper order, and that none are missing.

GEOTECHNICAL MEASUREMENTS

Upon receipt of core at the core shack the following tasks are completed by the geological technician/geologist.

CHECK BLOCKS

Check that all footage blocks are in proper order, with no blocks missing. A block will appear every 10 ft, or 3.048 m.

CONVERT BLOCKS

If the core blocks are in feet, convert the footage depths on the blocks to metres. Write the depth in metres to two decimal places on each block on a side other than where the drillers wrote the depth in feet.

PIECE TOGETHER CORE

Fit the ends of the broken core back together without changing the “up-hole” direction. Some pieces may have been put in backward by the drill helper. Some pieces might not even be in the proper place. Where possible, core is reconstructed. If a foliation, banding, or other fabric is present in the rock, the core is rotated in the core box so that the fabric is in a consistent orientation.

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METRE MARKS

Draw metre marks on the core with yellow lumber crayons and on the core box with permanent markers. Markings on the core must be visible in core photographs. The core runs are not always exactly 10 ft, or 3.048 m, in length, so the distance between two core blocks can be slightly more or less.

RECOVERY

The percent recovery is a function of the theoretical length between blocks by the recovered length.

ROCK QUALITY DESIGNATION

Rock Quality Designation (RQD) is the ratio (percentage) of intact core pieces longer than 10 cm over a given length of core. Only natural fractures are taken into account.

MAGNETIC SUSCEPTIBILITY

Magnetic susceptibility is recorded over the entire length of the core. Measurements are taken every one metre for all lithologies, except in iron formations, which will be measured at 50 cm intervals.

SPECIFIC GRAVITY

For resource drilling, take a specific gravity measurement each 10 ft (3.04 m) interval. Sampling is controlled by changes in lithology or significant changes in alteration or oxidation, so that all zones are represented. Measurements are taken using the water immersion method.

LOGGING PROCEDURES

Logging is completed by the geologist, and focuses on the collection of geological and mineralogical parameters, which have a suspected or demonstrated relationship to gold mineralization. Logging is performed on laptop computers, using the NCG Data Logger.

The geologist fills in the geology data entry forms using pick lists with standard codes for lithology, rock texture, silicate mineralogy, metallic mineralogy and visible gold texture, structure and veining. For each data type on the log form, there is a pick-list of permissible entries to ensure consistency. Only entries that are on the list are allowed into the database.

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Each lithological interval is assigned a record. Each interval has a description/comments box where the general description of the interval and any special features it may contain is entered. Each of these data types are assigned from-to intervals independently.

Once the hole is finished logging, the geologist reviews the various forms to ensure all the data (both geological and geotechnical) is complete before labelling the file as “Final”. Once the complete log is saved on the Dropbox or server, the geologist or geotechnical engineer informs the database manager.

PHOTOGRAPHY OF CORE

After geotechnical and geological logging and sample marking is completed, the core is photographed using a digital camera. Photographs are taken when the core is both dry and wet.

SAMPLING PROCEDURE

After core photography, the NQ core is sawn in half along a line marked on the core by the logging geologist. The samples are assigned unique assay tag numbers which are placed in the sample bags. The sample bags are sealed with plastic cable ties and placed in larger plastic fibre rice bags for shipment. The rice bags are in turn sealed with larger cable ties. One half of the core is kept as a reference in a core box and is stored on site. Core recovery is generally excellent, allowing for representative samples to be taken and accurate analyses to be performed. Figure 10-5 illustrates the core handling and sampling workflow at Committee Bay.

COMMENTS

In RPA’s opinion, the core handling, logging, and sampling protocols adopted by Auryn meet or exceed 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.

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*Technical Report NI 43- 101 – May 31, 2017*	*Page 10-18*

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11 SAMPLE PREPARATION, ANALYSES AND SECURITY

Since acquiring the Property, Auryn has adopted the Sample Preparation, Analytical and Security protocols previously established by NCG. Sample preparation, analytical and security protocols followed prior to Auryn’s acquisition of the Property are reviewed in Rennie and McDonough (2015) and are described below.

Core arrives in camp at the end of each drill shift where geological technicians check and correct and downhole distance discrepancies. Technicians record core recovery, fracture density and orientation, magnetic susceptibility, and overall RQD. Geological logging follows, comprising measurement and descriptions of geological units and the collection of semi-quantitative data such as the number of visible gold occurrences, volume percent sulphide minerals, volume percent of alteration minerals, volume percent vein quartz, etc. Sample intervals are then designated by the logging geologist focusing on sulphide bearing and/or silicified intervals that are well bracketed by apparently unmineralized rock. Protocols limit sampling intervals between 0.75 m and one metre in length with a minimum length of 0.3 m and a maximum length of 1.5 m so long as geological boundaries were honoured.

Drill core is digitally photographed and core samples are marked for sawing. Sampling intervals, geological boundaries, and a “saw line” are marked by the logging geologist and the core is sawed in half longitudinally by technicians. One half of the core is placed in a sample bag with a uniquely numbered tag and secured with plastic cable ties. Each batch of 20 field samples contain a blank and one of four commercial CRMs. The remaining half core is returned to the core box for reference. The majority of the reference core remains on-site except for chosen intervals which are taken to Edmonton, Alberta for display purposes. Individual sample bags are placed inside a larger bag which is closed with a security seal for shipment to the laboratory.

Assaying procedures are generally similar to those used in 2003, with some minor modifications. The standard aliquot size was increased to 2AT (58.32 g) and the samples were all analyzed using FA with a gravimetric finish. Selected samples, containing visible gold or which assayed greater than 20 g/t Au, are re-analyzed using metallic screen fire assay that include twin 2AT gravimetric assays of the fine fraction. A pulp from each sample is sent for standard 30 element ICP analysis using a three-acid digestion (Blakley and Rennie, 2008).

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The Auryn diamond drill and RAB sample preparation and analysis procedures are illustrated in Figures 11-1 and 11-2, respectively.

SAMPLE TRANSPORT, STORAGE AND SECURITY

In 2015, approximately half of the RAB samples were sent to the ALS laboratory in Yellowknife, NWT, for preparation prior to shipment of the pulps to the ALS laboratory in Vancouver, BC, for analysis. Subsequently, the RAB samples were shipped to the ALS laboratory in Vancouver for both preparation and analysis. In 2016, both the RAB and diamond drill core samples were transported by chartered fixed wing aircraft to Rankin Inlet in security sealed rice bags. In Rankin Inlet the rice bags were placed in Mega bags and palletized for shipment to Winnipeg by commercial aircraft (Calm Air). In Winnipeg, the palletized samples were picked up from Calm Air Cargo by Day and Ross Transportation for shipment to the ALS laboratory in Vancouver.

SAMPLE PREPARATION

Both the Yellowknife and Vancouver preparation facilities are accredited to ISO 9001:2008 for their quality management system.

Security seals were verified once the sample shipments reached the laboratory. Individual samples were crushed to 90% <2 mm or -10 mesh. A one kilogram sample was split and pulverized to 95% < 106 µm or -150 mesh using a puck or ring pulverizer. The remainder of the sample was stored as coarse reject material. A 50 g aliquot of pulverized material was split for analysis and the remainder of the pulverized material was stored.

SAMPLE ANALYSIS

All the RAB and diamond drill core samples were analyzed at the ALS laboratory in Vancouver by fire assay of a 50 g sample followed by a gravimetric finish according to ALS lab code Au-GRA22 and by a multi-element inductively coupled plasma atomic emission spectrometry or mass spectrometry (ICP-AES/ICP-MS) package following a four acid digestion of a one gram sample according to ALS lab code ME-MS61. Sample intervals with visible gold in core were assayed using a Screen Fire Assay method on a one kilogram sample according to ALS lab code Au-SCR24 where the entire sample is screened to 100 µm and fire assays are performed on a 50 g sample of the <100 µm material and on the entire >100 µm material. The fire assay is calculated as a weighted average of the two fire assays.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 11-2*

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RPA and Auryn are independent of ALS. In RPA’s opinion, the sample collection, preparation, analysis, transport, and security procedures at the Project are adequate for use in the estimation of Mineral Resources.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 11-3*

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12 DATA VERIFICATION

SITE INSPECTION

2004

RPA’s predecessor, Scott Wilson RPA, visited the Three Bluffs Project on August 19 and 20, 2004 and took three independent grab samples from the Three Bluffs showing and six samples from three drill holes. One of the three grab samples confirmed the presence of anomalous gold and, generally, the samples from the drill core compared favourably with the results obtained by CBR (Blakley and Rennie, 2008).

2007

Scott Wilson RPA visited the property on September 18 and 19, 2007 and conducted a number of verification checks (Blakley and Rennie, 2008). These checks are described under Database Verification.

2011

RPA visited the property on August 23 to 24, 2011 and conducted a tour of the drill and camp facilities (Rennie and McDonough, 2015). A number of verification checks were carried out, as described under Database Verification below.

2016

The most recent site visit to the Property was carried out by David Ross, P.Geo., Principal Geologist with RPA, on August 16-17, 2016. Mr. Ross visited numerous outcrops, active drill sites and core logging facilities, reviewed drill core, and took several quarter core samples for independent assaying.

In RPA’s opinion, the logging, sampling, and data handling procedures conducted on the Project exceeds industry standards.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 12-1*

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DATABASE VERIFICATION

2004

Scott Wilson RPA compared the written logs and original assay files for five drill holes from the 2004 drilling with the database and found no errors with respect to lithology, intercepts, and gold assays. Checks on earlier holes were also done and were error free (Blakley and Rennie, 2008).

2007

For the 2007 drill program, the assay database was compared against original assay certificates and no significant errors were encountered. The written drill logs from two holes were checked against the database in terms of lithology, intercepts, and gold assays and were error-free (Blakley and Rennie, 2008).

2011

RPA compared the drill core assay database against original assay certificates from ALS, ActLabs, and TSL. The database included assays from 2003 to 2011. RPA spot checked portions of each program so a total of approximately 8% of the overall database was inspected.

RPA noted a number of apparent discrepancies between the database and the assay certificates, which, in RPA’s opinion, were due to NCG’s practice of averaging results for those samples that were re-analyzed. A total of 67 samples fell into this category. An additional 12 entries that could not be attributed to averaging were found for an “error” rate of 0.51%, which is considered acceptable. The discrepancies were minor, the largest being 0.4 g/t Au, and generally the certificate value exceeded the database value. In RPA’s opinion, NCG’s database management was effective and the database was reasonably error-free.

2012

RPA received the lithology and assay results from the 2012 drilling in the form of a GEOVIA GEMS database. The resulting database contained records for 353 drill holes totalling 58,222.9 m in aggregate depth. RPA carried out validation exercises on the database after the inclusion of the new information and found no errors. Verification of the new data was conducted against assay certificates provided in digital format and no significant issues were noted.

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2015-2016

During and subsequent to the 2016 site visit, RPA reviewed all available Standard Operating Procedures (SOPs), visited core logging facility and core storage area, independently surveyed several holes with a handheld GPS, reviewed and verified various components of the drill hole database including from/to errors and mix-ups. No significant issues were identified.

QUALITY ASSURANCE AND QUALITY CONTROL

Quality assurance (QA) provides evidence to demonstrate that the assay data has precision and accuracy within generally accepted limits for the sampling and analytical method(s) used in order to have confidence in a resource estimate. Quality control (QC) consists of procedures used to ensure that an adequate level of quality is maintained in the process of collecting, preparing, and assaying the exploration drilling samples.

In general, QA/QC programs are designed to prevent or detect contamination and allow assaying (analytical), precision (repeatability) and accuracy to be quantified. In addition, a QA/QC program can disclose the overall sampling-assaying variability of the sampling method itself.

QA/QC protocols, including the duplicate assaying of coarse rejects, and the insertion of blanks and certified reference materials (CRMs) into the RAB and drill core assay sample stream were established in 2003 and continued with updates and refinements through the 2016 drilling program. A review of the QA/QC protocols related to drilling programs completed prior to Auryn’s acquisition of the Property can be found in Rennie and McDonough (2015) and are summarized below.

In 2003, field blanks and CRMs were submitted for each assay batch and coarse reject material, representing 10% of the samples assayed, were sent to ALS in Vancouver, British Columbia for re-analysis. No external CRMs were used but TSL employed two internal CRMs that were qualified using a round robin with five laboratories (AuL-1) and three laboratories (AuM-1), respectively. These CRMs did not meet the same rigorous standards that are applied to commercial CRMs. The tolerance limits (TLs) for accuracy were considered to be two standard deviations (2SD) above or below the recommended value (RV). Any assay result that fell outside of these TLs was considered to be a failure. In 2004, commercial CRMs were added in addition to TSL’s internal standards. In 2010, NCG switched its primary laboratory from TSL to ALS for the summer drill program. For the 2011 drill program, the primary lab was shared between ActLabs and ALS, with TSL remaining the secondary laboratory used for check assaying. ActLabs was engaged when ALS could no longer provide results in a timely manner. The amount of work done by ActLabs, however, was limited when sample preparation and assay issues were discovered and the majority of samples were re-routed back to ALS as a result.

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CERTIFIED REFERENCE MATERIAL

Results of the regular submission of CRMs (standards) are used to identify problems with specific sample batches, and biases associated with the primary assay laboratory.

Auryn’s QA/QC protocol calls for CRMs to be inserted into the RAB sample stream at a nominal rate of 3% and into the diamond drilling sample stream at a nominal rate of 5%. All CRMs used by Auryn were supplied by CDN Research Laboratories (CDN). All of the samples were analyzed at the ALS laboratory in Vancouver. The CRMs used during the 2015 and 2016 drilling campaigns are summarized in Table 12-1.

TABLE 12-1 2015-2016 CRMS
Auryn Resources Inc. - Committee Bay Project

				Std.	Acceptable Range (±2SD)
Drilling			RV	Dev.	Low	High
Type	Year	CRM	(g/t)	(g/t)	(g/t)	(g/t)	Analyses	Fails
RAB	2015	CDN-GS-IP5C	1.56	0.065	1.43	1.69	11	0
RAB	2015	CDN-GS-2G	2.26	0.095	2.07	2.45	8	0
RAB	2015	CDN-GS-4C	4.25	0.10	4.05	4.45	9	2
RAB	2015	CDN-GS-8B	7.72	0.16	7.40	8.04	10	0
RAB	2015	CDN-GS-6A	5.79	0.23	5.33	6.25	10	0
RAB	2015	CDN-GS-P3B	0.41	0.042	0.325	0.493	8	0
RAB	2016	CDN-GS-20B	20.23	0.545	19.10	21.30	36	5
RAB	2016	CDN-GS-2M	2.21	0.122	1.966	2.454	34	5
RAB	2016	CDN-GS-3Q	3.30	0.13	3.04	3.56	35	10
RAB	2016	CDN-GS-6E	6.06	0.15	5.76	6.36	35	7
RAB	2016	CDN-GS-8C	8.59	0.26	8.07	9.11	34	2
RAB	2016	CDN-GS-P4E	0.493	0.029	0.435	0.551	30	3
DDH	2016	CDN-GS-IP5C	1.56	0.065	1.43	1.69	7	1
DDH	2016	CDN-GS-2G	2.26	0.095	2.07	2.45	11	0
DDH	2016	CDN-GS-8B	7.72	0.16	7.40	8.04	4	1
DDH	2016	CDN-GS-6A	5.79	0.23	5.33	6.25	5	1
DDH	2016	CDN-GS-P3B	0.41	0.021	0.37	0.45	7	4

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A total of 226 CRMs was inserted into the RAB sample stream in 2015 and 2016. A total of 29 failures were identified, most of which were attributable to two CRMs in 2016; CDN-GS-3Q (10) and CDN-GS-6E (7). Eight of the failures related to CDN-GS-3Q were above the upper threshold and all of the failures related to CDN-GS-6E were above the upper threshold. RPA notes that the failures do not appear to be systematic.

A total of 34 CRMs were inserted into the diamond drill sample stream in 2016 and a total of seven failures were identified, including four related to CDN-GS-P3B. Three of the failures related to CDN-GS-P3B were above the upper threshold. The poor assay performance may be attributable to the CRM’s low best value of 0.409 g/t Au. The assay values related to these failures are all ≤0.50 g/t Au.

In RPA’s opinion, these failures will have no material impact on the Mineral Resource estimate, however, RPA recommends that, if it has not already been done, Auryn contact the laboratory to investigate this issue.

BLANKS

The regular submission of blank material is used to assess contamination during sample preparation and to identify sample numbering errors.

Auryn’s QA/QC protocol calls for blank material to be inserted into the RAB sample stream at a nominal rate of 2% and into the diamond drilling sample stream at a nominal rate of 5%. All of the samples were analyzed at the ALS laboratory in Vancouver.

Auryn purchased a pulp blank from CDN (CDN-BL-10). A coarse blank was developed by NCG. Approximately 200 kg of clean, rounded, unmineralized, Athabasca Sandstone (quartzite) cobbles were collected from a gravel pit west of Edmonton, Alberta. The cobbles were sent to TSL Laboratories in Saskatoon where they were crushed to minus 2.5 cm. The crushed material was riffle split and five one-kilogram sub-samples were collected for analysis. The five sub-samples were prepared and two low-level fire assays with an atomic absorption (AA) finish were completed on each. All ten fire assays failed to identify gold above the detection limit of 5 ppb Au.

In 2015 and 2016, a total of 219 samples of blank material were inserted into the RAB and diamond drill sample stream. No failures were identified.

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FIELD DUPLICATES

Duplicate samples help to monitor preparation and assay precision and grade variability as a function of sample homogeneity and laboratory error. The field duplicate includes the natural variability of the original core sample, as well all levels of error including core splitting, sample size reduction in the prep laboratory, sub-sampling of the pulverized sample, and the analytical error. Coarse reject and pulp duplicates provide a measure of the sample homogeneity at different stages of the preparation process (crushing and pulverizing).

Auryn’s QA/QC protocol calls for RAB field duplicates to be taken at a nominal rate of 1 in 20 samples and drill core sample field duplicates to be taken at a nominal rate of 1 in 50 samples.

For the 2015-2016 RAB drilling programs, a total of 716 field duplicates were taken, with no reject or independent pulp duplicates. There were 275 pulp duplicates taken at the laboratory.

RPA reviewed the field duplicates results and considers them to be generally within acceptable limits. The majority of the duplicates were either at or near the detection limit for gold, with 75 above 0.10 g/t Au, which was the threshold applied by Auryn for review. The means of the original and duplicate samples above this threshold were 0.60 g/t Au and 0.57 g/t Au, respectively, which in RPA’s opinion is acceptably close. There was a very large scatter between pairs up to a mean grade of 0.40 g/t Au, although no obvious bias was observed.

The laboratory duplicates were observed to have a markedly lower scatter between original and duplicate values, which is an expected result. RPA further notes that there was no significant bias in the laboratory duplicates results.

RPA CONCLUSIONS

RPA notes that the data verification practices, as conducted by Auryn, meet or exceed industry standards and that Auryn and its predecessors have designed and mostly implemented consistent QA/QC practices since early in the Project’s exploration history.

RPA recommends increased and consistent scrutiny of QA/QC results and the implementation of a consistent protocol for dealing with any issues. In RPA’s opinion, the assay database is well maintained and the data has been handled in a manner that should render it reasonably error-free. In RPA’s opinion, the database is appropriate for use in an estimation of Mineral Resources.

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13 MINERAL PROCESSING AND METALLURGICAL TESTING

The following section is taken from Blakley and Rennie (2008) and Turner and Schoeman (2013). There has been no mineralogical processing and metallurgical testing since 2009.

2003

Dawson Metallurgical Laboratories, Inc. (Dawson) of Salt Lake City, Utah, was commission 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,
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.

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.

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2008

Mineral processing testwork comprising exploratory gravity concentration, cyanide leaching, and froth flotation studies were undertaken by Process Research Associates Ltd. (PRA) under the guidance of Scott Wilson 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.

The gold recovery results are summarized in Table 13-1. 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 13-1 2008 GOLD RECOVERY RESULTS
Auryn Resources Inc. – Committee Bay Project

	Mass	Grade	Gold
Process			Recovery
	(%)	(g/t Au)	(%)
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

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2009

Follow-up work at PRA was then undertaken in April 2009 to look specifically at a flowsheet consisting of gravity recovery followed by cyanidation. These results were reported by PRA on May 6, 2009.

MINERALOGY

Petrographic and X-ray diffraction analysis indicated the presence of sulphide minerals including mainly pyrrhotite and lesser pyrite. Thin section analysis indicated that some pyrite was contained within pyrrhotite fractures and some magnetite was intergrown in the pyrite which also contained some chalcopyrite and galena inclusions.

COMMINUTION

PRA determined a grind size P80 of 75 μm is considered the most suitable grind. The Bond Ball-Mill Work Index determination indicated a moderately hard ore of 18.7 kWh/tonne.

GRAVITY RECOVERY

Gravity testing completed at the Knelson Research and Technology Centre (KRTC) yielded good results on a sample ground to a P80 of 141 μm. The gravity gold recovery from the multi- ass test was 77.9% in 7.0% concentrate mass, with 69.4% of the gold recovered in the initial pass containing 1.4% of the mass. The initial pass Knelson concentrate was 212 g/t Au and concentrating this by pan yielded 40 % of the total gold to a pan concentrate of 4,500 g/t. The calculated gold head grade was 4.3 g/t Au with a corresponding tailings grade of 1.0 g/t Au. The recovery to mass yield curve for gold and sulphur indicated that sulphur was upgraded very little initially but showed moderate upgrading at relatively higher concentrate yield from 4 % to 7 %. This indicated that gold bearing sulphides are not amenable to enhanced gravity separation and that batch concentration and not continuous gravity concentration should be utilized.

FLOTATION

PRA assembled a single composite sample from the 45 individual samples which CBR obtained from three drill holes from the 2007 drilling campaign: 07TB046, 07TB048, and 07TB054. The holes are all located in the central part of the hinge zone. The blended composite assayed: 4.3 g/t Au, <0.5 g/t Ag, 17.2% Fe, and 7.5% S. The composite sample is considered to be reasonably representative of the Life of Mine (LOM) production head grade. The calculated gold head grades from the various tests showed considerable fluctuation from a low of 2.9 g/t Au to a high of 11.8 g/t Au, with an average calculated head grade of 5.6 g/t Au, 1.1 g/t Ag, and 7.8% S. This variation is likely attributable to the presence of coarser gold particles, indicating a significant nugget effect for Three Bluffs.

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GRAVITY-FLOTATION BATCH TESTING

At a primary grind size P80 of 74 μm, gold was effectively extracted by gravity and flotation, with 96% of the gold recovered. Coarser grinding at a P80 of 103 μm and 135 μm showed that gold recovery was reduced.

GRAVITY-FLOTATION LOCKED-CYCLE TESTING

In a single Locked-Cycle test, a gravity circuit recovery of 60.5% gold in 0.22% of mass, followed by a cleaner flotation recovery of 35.3% gold in 17.7% of the mass, was obtained. Thus an overall gold recovery of 95.8% in 17.9% of the mass was shown to be possible. The gravity concentrate assayed 1,750 g/t Au, while the flotation concentrate assayed 11.4 g/t. Flotation provided significant sulphide concentration with sulphur recovery at 90.6% to a 35.7% S grade in the cleaned concentrate.

FLOTATION BATCH TESTING

Flotation recovery without gravity scalping was reasonably successful. Rougher flotation produced concentrate grades up to 60 g/t Au at 97.2% recovery at a primary grind size P80 of 74 μm. Tailings grades of 0.2 g/t Au were consistently obtained. Flotation testing was carried out using only xanthates and MIBC in roughing and with no pH modification. It is expected that future testing could further optimize the flotation circuit.

LEACHING

CONCENTRATE CYANIDE LEACHING

Flotation concentrate was subjected to cyanide leach test work. A total of eight concentrate leach tests were performed. After 120 hours of leaching at starting NaCN concentration levels of 1 g/t, gold extraction was typically >98%. In general, leaching kinetics were slow, although more favorable results were obtained with pre-aeration followed by continuous aeration. The best concentrate leach test provided 81% recovery after 48 hours and 89% recovery after 72 hours. Intensive cyanide leaching of concentrates at cyanide concentration levels in the order of 20 g/t should be investigated in future test work.

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WHOLE ORE LEACHING

A single whole ore cyanide leach test obtained 79.2% gold extraction after 48 hours and 94.6% after 72 hours. The cyanide consumption rate was high at 2.0 kg/t feed but was considerably lower than that observed in the Dawson work. Dawson obtained 91.8% recovery after 48 hours, but at a NaCN concentration of double that used by PRA.

The same composite sample from the 2008 test work was ground to a P80 size of 75 μm and subjected to cyanide leaching for 120 hours at a base concentration of 1.0 g/L NaCN. A series of diagnostic tests were conducted to see how varying conditions might impact on gold recovery results. Gravity gold recovery was fairly consistent with recoveries averaging 48.8% in approximately 0.14 of the mass after panning of Knelson concentrates. This falls along the same curve as produced from the KRTC test work. The gold grades of these concentrates are typically 1,300 g/t Au to 2,200 g/t Au. The cyanide leach extraction was significantly improved with aeration, with recoveries of 42% to 43% after 48 hours. The cyanide leach recovery after 72 hours was 47% to 48% in these two tests. The overall gold recovery can be increased to approximately 98.5% with leach times extended to 120 hours.

The lower cyanide concentration had only a minor impact on gold extraction. Finer grinding resulted in higher gravity gold recovery, but overall recovery was not significantly impacted. The cyanide consumption in the two tests with aeration was 1.83 g/t to 2.04 g/t after 48 hours and 2.38 g/t to 2.58 g/t after 72 hours. With lower cyanide concentration, the rates were reduced to 1.63 g/t after 48 hours. Lime consumption ranged from 0.12 kg/t to 0.31 kg/t to maintain a pH between 10 and 10.5.

METALLURGICAL ISSUES IDENTIFIED IN TEST WORK

Several issues were identified during metallurgical testing of samples, the largest issue lies with cyanide consumption. Cyanide consumption has been found to be extremely high at up to 0.2 kg/h, while leaching kinetics remain low. Dawson identified levels of pyrrhotite to be as high as 14.3%, which is suspected to be responsible for the high levels of NaCN consumption. Attempts to remove pyrrhotite through magnetic separation were unsuccessful. Consumption of NaCN can be mitigated through the use of cement or pre-aeration/continuous aeration methods, however, this area should be researched further. Another issue that has been identified is that gold bearing sulphides are not amenable to enhanced gravity separation, therefore batch concentration and not continuous gravity concentration should be utilized. A significant nugget effect has also been identified in the samples tested.

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CONCLUSIONS SPECIFIC TO METALLURGY

Based on the samples tested to date, Three Bluffs ore is generally considered to be relatively free-milling. Gravity concentration has been effective in recovering up to 60% of the gold. Much of the remaining gold can be effectively recovered by either flotation or cyanide leaching to produce an overall metallurgical recovery above 90%. Based on the defined mineable resource, a processing plant has been preliminarily designed which uses gravity recovery followed by carbon-in-leach (CIL) processing of the gravity tailings at a rate of 1,200 tpd to produce gold doré. Table 13-2 provides the gold recovery results from preliminary testing, including results for downstream processing of concentrates by intensive cyanide leaching and/or smelting.

RPA recommends further optimization and variability work on a greater variety of samples from the Three Bluffs property if further economic studies are conducted. Figure 13-1 shows the complete proposed process plant flow sheet, confirmation of the proposed gravity-CIL flowsheet and grinding size should be performed by another metallurgical laboratory, with specific focus on cyanide consumption and improving leaching kinetics. Tailings, metal leaching, and cyanide destruction testing should also be undertaken at the next phase.

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TABLE 13-2 RESULTS OF VARIOUS TEST PROCESSES ON COMMITTEE BAY SAMPLES
Auryn Resources Inc. – Committee Bay Project

Test Lab and	Test	Process Specifications	Process Details	Time	Recovery
Year	Number			(Hours)	%
DML- 2003	3	2 gm/L NaCN, P80- 74 µm	CIL Leach of Whole Ore Grind	48	92.9
DML- 2003	4	P80- 74 µm	Amalgamation, Pyrrhotite Removal, Bulk Sulphide Float	NA	84.7
DML- 2003	2	2 gm/L NaCN, P80- 74 µm	Direct Leach of Whole Core	48	91.8
PRA- 2009	C1	1 gm/L NaCN, P80- 70 µm	Direct Leach	72	94.6
PRA- 2009	CF8	1 gm/L NaCN, P80- 57 µm	Cyanidation of Float Concentrate (Product of test F8)	72	76.8
PRA- 2009	CLC- 1	1 gm/L NaCN, P80- 57 µm	Cyanidation of Float Concentrate, 20- hours pre aeration	96	91.4
PRA- 2009	CLC- 2	1 gm/L NaCN, P80- 57 µm	Cyanidation of Float Concentrate, 20- hours pre aeration then continuous aeration	96	96.1
PRA- 2009	CLC- 3	1 gm/L NaCN, P80- 57 µm	Cyanidation of Float Concentrate, 20- hours pre aeration then continuous aeration, addition of 500g/t Pb(NO3)2	96	72.9
PRA- 2009	CLC- 4	1 gm/L NaCN, P80- 57 µm	Cyanidation of Float Concentrate, 20- hours pre aeration then continuous aeration	120	98.0
PRA- 2009	CLC- 5	1 gm/L NaCN, P80- 57 µm	Cyanidation of Float Concentrate, 20- hours pre aeration then continuous aeration with oxygen	120	99.5
PRA- 2009	CLC- 6	1 gm/L NaCN, P80- 57 µm	Cyanidation of Float Concentrate, 20- hours pre aeration then continuous aeration, lime replaced with cement	120	99.0
PRA- 2009	CLC- 7	1 gm/L NaCN, P80- 28 µm	Cyanidation of Float Concentrate, 20- hours pre aeration then continuous aeration	120	99.4
PRA- 2009	CLC- 8	1 gm/L NaCN, P80- 57 µm	Cyanidation of Float Concentrate, 20- hours pre aeration then continuous aeration, lime replaced with optimized cement	120	98.7
PRA- 2009	GC1	1 gm/L NaCN, P80- 74 µm	Gravity Separation Followed by Direct Leach	120	98.3
PRA- 2009	GC2	1 gm/L NaCN, P80- 74 µm	Gravity Separation Followed by CIL	120	99.0
PRA- 2009	GC3	1 gm/L NaCN, P80- 75 µm	Gravity Separation Followed by 18 hrs. pre- aeration then Direct Leach	120	98.7
PRA- 2009	GC4	1 gm/L NaCN, P80- 75 µm	Gravity Separation Followed by 18 hrs. pre- aeration then Continuous Aeration	120	98.5
PRA- 2009	GC5	0.5 gm/L NaCN, P80- 74 µm	Gravity Separation Followed by Direct Leach	120	98.0
PRA- 2009	GC6	1 gm/L NaCN, P80- 58 µm	Gravity Separation Followed by Direct Leach	120	97.7
PRA- 2009	GF1	P80- 74 µm	Gravity and Flotation Concentration	NA	96.5
PRA- 2009	GF2	P80- 74 µm	Gravity and Flotation Concentration	NA	96.3
PRA- 2009	GF7	P80- 73 µm	Gravity and Flotation with shorter rougher time and lower collector in cleaning	NA	97.9
PRA- 2007	LC1	P80- 74 µm	Locked Cycle Gravity and Flotation	N/A	95.8
PRA- 2008	F1	P80- 135 µm	Flotation Concentration	NA	89.5
PRA- 2009	F2	P80- 103 µm	Flotation Concentration	NA	94.1
PRA- 2009	F3	P80- 74 µm	Flotation Concentration	NA	96.3
PRA- 2009	F4	P80- 74 µm	Gravity and Flotation Concentration	NA	96.5
PRA- 2009	F5	P80- 41µm	Cleaner test to upgrade Au, Gravity and Flotation Concentration Regrind to 41µm	NA	96.7
PRA- 2009	F6	P80- 73 µm	Kinetic Flotation test using A3418 as a secondary collector	NA	98.5
PRA- 2009	F8	P80- 69 µm	Reagent dosage optimization, concentrate for cyanide leaching	NA	98.8

From Turner and Schoeman, 2013

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13 - 8

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14 MINERAL RESOURCE ESTIMATE

SUMMARY

The Mineral Resource estimate, generated by RPA, was first disclosed in a Technical Report in 2012 (McDonough and Rennie, 2012), and subsequently updated in a re-addressed Technical Report dated August 20, 2015 (Rennie and McDonough, 2015). No further drilling has been carried within the area of the Mineral Resources and the resource model remains unchanged since the 2015 Technical Report. The cut-off grades were adjusted based on updated metal price, exchange rate, and operating cost assumptions and the Mineral Resource has been assigned a new effective date of May 31, 2017.

The estimate was carried out using a block model method constrained by wireframe grade-shell models, with Inverse Distance Cubed (ID ³ ) 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. To fulfil the resource criteria of “reasonable prospects for eventual economic extraction”, a preliminary pit shell was generated from the open pit model. 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 from this model were included in the resource only if they were outside of the shell.

The results of this estimate, including both open pit and underground Mineral Resources, are shown in Table 14-1.

TABLE 14-1 MINERAL RESOURCES AS OF MAY 31, 2017
Auryn Resources Inc. – Committee Bay Project

				Gold	Contained
Class	Type	Cut-Off	Tonnes	Grade	Gold
		(g/t Au)	(000 t)	(g/t Au)	(oz Au)
Indicated	Open Pit	3.0	1,760	7.72	437,000
	Underground	4.0	310	8.57	86,000
	Total		2,070	7.85	524,000

Inferred	Open Pit	3.0	590	7.57	144,000
	Underground	4.0	2,340	7.65	576,000
	Total		2,930	7.64	720,000

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Notes:
	1.	CIM definitions were followed for Mineral Resources.
	2.	Mineral Resources are estimated at cut-off grades of 3.0 g/t Au for open pit and 4.0 g/t Au for underground.
	3.	Mineral Resources are estimated using a long-term gold price of US$1,200 per ounce, and a US$/C$ exchange rate of 1:25.
	4.	Nominal minimum mining widths of five metres (open pit) and two metres (underground) were used.
	5.	Numbers may not add due to rounding.

RPA is not aware of any known environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the Mineral Resource estimate.

WIREFRAME MODELS

The grade estimation was constrained using wireframe models, which were constructed by NCG personnel. The mineralization is interpreted to occur in a series of sulphide-bearing iron formation horizons, which strike generally east-west, and dip near-vertically (Figure 14-1). The principal zones, termed North Limb, South Limb and Hinge, are interpreted to form a tight anticline which plunges shallowly to the east. The limbs of the anticline are near-vertical and more or less parallel to one another, with one lying immediately north of the other (Figures 14-2 and 14-3). Narrower and less continuous zones parallel the main structure on both the north and south walls.

To the west, the zones have been traced for a considerable distance by both drilling and geophysics. Immediately west is the Antler Gap Zone, which was a more recent discovery made while filling in a gap between the Hinge/Limb Zones and the Antler, located some distance to the west. Antler was originally discovered in the 2005 drill program but was considered too remote and sparsely drilled to include in the resource estimates. Follow-up drilling conducted in 2010 and 2011 has confirmed the extent of the Antler mineralization, as well as filled in the Antler Gap. Drilling has now delineated the iron formation for a strike length of 4,100 m and to a depth of approximately 350 m below surface. Almost all of the drill intercepts are within 150 m of surface.

Two sets of wireframe models were constructed: one using a nominal cut-off grade of 0.5 g/t Au and the other, 1.0 g/t Au. A total of 17 zones have been modelled with 3D wireframes, although not all contribute to the Mineral Resources. The open pit (0.5 g/t Au) models were built using a minimum width constraint of five metres, while the underground (1.0 g/t Au) models used a nominal two-metre constraint.

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The wireframe models were assigned unique integer codes, which could be applied to the drill composites. This provided a means for the software to discriminate between zones for the purposes of statistical analyses and grade interpolation. The rock codes used are listed in Table 14-2.

TABLE 14-2 ZONE CODES
Auryn Resources Inc. – Committee Bay Project

Zone Name	Block Rock Code
NORTH	101
SOUTH	102
HINGE	103
104	104
105	105
HAYES	106
TBGAP	107
108	108
109	109
110	110
111	111
113	113
115	115
117	117
ANTLER	118
ANTL_ADD	119
ANTL_GAP	120

A 3D view of the 0.5 g/t Au wireframes is provided in Figure 14-1.

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14 - 4

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SAMPLE DATABASE AND STATISTICS

The lithology information and assay results from the drilling were supplied to RPA in the form of a GEMS database. The database contained records for 353 holes, totalling 58,222.9 m of drilling. There are tables for assays, basic lithology, texture, silicate minerals, metallic (sulphide) mineral content, structure, veining, magnetic susceptibility, and bulk density measurements. The assay table contained 32,047 records, with fields for Au grade, rock type, assay type, sample ID, and certificate ID. The 95 RAB holes that were drilled on the property by Auryn in 2015 and 2016 were located on prospects distant from the deposits included in the Mineral Resources. As such, they did not impact the estimate.

For previous resource estimates, RPA carried out three validation exercises on the Three Bluffs database. No significant errors were found in any of those audits. For this update, RPA carried out a validation exercise on the assay data for the 2012 drilling and found no significant errors. Assay QA/QC results were, for the most part, within an acceptable standard. Core handling, sampling, and logging protocols are appropriate and the logging and sampling competently managed.

Surveying of the collars and downhole deviations of the drill holes have been carried out to a standard consistent with industry best practice.

In RPA’s opinion, the assay database is suitable for use in estimation of Mineral Resources.

TABLE 14-3 SAMPLE STATISTICS – 1.0 G/T AU WIREFRAMES
Auryn Resources Inc. – Committee Bay Project

						Coefficient of
Solid(s)	Min	Max	Mean	Median	Std Dev	Variation	Number
101	0.010	320.80	2.626	1.300	10.379	3.953	1,188
102	0.015	1,423.00	3.851	1.420	21.872	5.679	1,271
103	0.010	475.30	5.885	1.965	20.886	3.549	1,427
104	0.015	72.51	2.643	1.180	6.565	2.484	249
118	0.015	178.00	3.328	1.364	8.935	2.685	411
105 to 120	0.015	92.22	2.333	1.220	6.222	2.667	273

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CAPPING OF HIGH GRADES

The grade distribution for gold is highly skewed and, like many gold deposits, resembles a log normal distribution. There are outliers to the distribution in the highest grade ranges. Block model grade interpolations are often vulnerable to overestimation of the metal content due to the disproportionate impact that these higher samples tend to have on the grade interpolations. It is fairly common practice to limit the effect of these high grade samples by either capping the values or limiting their radius of influence.

For the estimates done to date, the gold grades were capped at 100 g/t Au in the Hinge Zone and 60 g/t Au in the limbs. There was only a small change to the database in 2012 so RPA did not review the capping levels in detail. In RPA’s opinion, the older ones were still valid. The top cuts were set to 75 g/t Au for the Hinge (Zone 103) and 50 g/t Au for the Limb (101 and 102) zones. A cap level of 30 g/t Au was established for the Antler and all other zones.

For the 2012 estimate, it was determined that the Hinge and Limb zones were particularly vulnerable to overestimation due to a relatively few very high grade samples, so the top cuts were set at 75 g/t Au and 50 g/t Au, respectively. A cap level of 30 g/t Au was established for the Antler and all other zones.

COMPOSITES

Samples were capped and then composited to 1.5 m lengths prior to grade estimation. The compositing was carried out starting at the drill hole point of entry of a grade shell, progressing downwards in 1.5 m intervals to the exit point. Remnants of less than 1.5 m in length (termed “orphans”) occurred at the point where the holes exited the grade shells. All orphans less than 0.5 m were excluded from the grade interpolation. Declustered capped composite statistics for the 1.0 g/t Au wireframes are provided in Table 14-4.

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TABLE 14-4 DECLUSTERED CAPPED COMPOSITE STATISTICS FOR 1.0 G/T AU SOLIDS
Auryn Resources Inc. – Committee Bay Project

					Std	Coefficient of
Solid(s)	Min	Max	Mean	Median	Dev	Variation	Number
101	0.012	47.32	2.265	1.418	3.409	1.505	748
102	0.015	49.98	3.297	1.632	5.489	1.665	822
103	0.021	70.37	4.817	2.302	7.536	1.564	833
104	0.015	22.57	2.231	1.318	3.002	1.346	163
118	0.015	27.38	2.913	1.655	3.619	1.242	267
105 to 120	0.010	29.99	2.094	1.253	3.417	1.632	202

RPA notes that, compared to the 2011 estimate, the mean and median grades of the samples within the 101 (North Limb) wireframe are higher by 4.5% and 3.3% respectively, while the mean and median grades of samples captured within the 102 (South Limb) wireframe are lower by 8.2% and 9.4% respectively.

GEOSTATISTICS

RPA carried out a variography analysis on the composites to check the search parameters for use in the grade estimate. The analysis was carried out using Sage 2001 and GEMS 6.4.1 software. The database used for the analysis was the consolidated (i.e., not sub-set by domain) table of composites from the 1.0 g/t Au wireframes.

The downhole semi-variogram was generated and was found to have a range of four metres and a relative nugget effect of 14% (i.e., 14% of the total sill). Directional correlograms and pairwise relative correlograms were generated using Sage. The directional correlograms did not yield a reasonable model that was consistent with the geological interpretation. The models derived from variography tended to have shapes that were unrealistically elongated in one direction, and attenuated in the other axis directions. The longest range for the pairwise relative correlograms was 48 m oriented parallel to the on-strike direction. The correlogram model generated from the raw data had a longest range of 58 m oriented roughly parallel to the overall dip of the zones and plunging steeply west-southwest.

The variogram model generated in GEMS yielded a major axis with a range of 40 m plunging at -35° towards the west (i.e., in the plane of the zones). The other two axes, however, had ranges of ten metres or less. This produced an elongated ellipsoid, similar in shape to the models generated in Sage but oriented in a completely different direction.

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In RPA’s opinion, the variogram analysis was not conclusive and did not provide any compelling reasons to significantly change the search parameters from those used in previous estimates. These search parameters were derived from a variogram analysis conducted on the data within the 0.5 g/t Au wireframes, which are larger and encompass more samples than the 1.0 g/t Au wireframes.

FIGURE 14-2 DOWNHOLE SEMI-VARIOGRAM

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FIGURE 14-3 EXPERIMENTAL SEMI-VARIOGRAMS

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BLOCK MODEL

The block model was constructed using GEOVIA GEMS 6.4.1 software. The model comprises an array of blocks measuring ten metres along strike by ten metres down-dip and two metres across strike. The array was parallel to the property survey grid (i.e., no rotation). Block model geometry and parameters are listed in Table 14-5.

Gold grade was interpolated into the blocks using ID ³ weighting. Rock codes were assigned to the blocks using the wireframe models. Any block touching a wireframe was given a rock code assignment. The volumetrics routine within GEMS accounted for the proportion of each block residing within the wireframes in order to correctly sum the tonnages. Composites were coded using the same wireframe models so that the interpolations for each zone would only use composites from within that zone. An exception to this was the Hinge Zone, which used composites from either limb as well as the Hinge itself.

TABLE 14-5 BLOCK MODEL GEOMETRY
Auryn Resources Inc. – Committee Bay Project

Origin
	X	3,600
	Y	4,400
	Z	350

Extents
	Columns	450
	Rows	400
	Levels	60

Block Size
	X	10
	Y	2
	Z	10

In addition to gold grade and rock code, the block model contains variables for resource class, average distance to composites, number of composites used in the estimate, number of holes contributing composites to the estimate, and anisotropic distance to the nearest composite.

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SEARCH STRATEGY

The grade interpolation was run in three passes with search ranges that were derived from the ranges of the variogram model generated for the earlier estimates.

The across-strike search distance (i.e., the 5 m distance) was deliberately made longer than the variograms would dictate in order to better cope with small-scale inflections in the zone orientations. The orientation of the search ellipsoid was dictated by the interpreted local strike and dip of the wireframe models. Three different orientations were used: 100°/-80°NE, 090°/-90°, and 075°/-80°SE.

The first pass used an ellipsoid measuring 15 m x 15 m x 5 m, which was approximately half of the range of the variogram model. The interpolation required a minimum of two composites and a maximum of six, with no more than two composites from any one drill hole.

The second pass was carried out at a maximum range of 30 m x 30 m x 10 m. This is roughly equivalent to the variogram model range, except in the across-strike direction, which was deliberately exaggerated. The same composite selection constraints were applied for the second pass as for the first pass. The range for the third pass was slightly more than double the variogram range. This was done in order to capture at least two drill holes for the interpolation. The drill section spacing is approximately 50 m to 60 m for most of the deposit. In the more densely drilled Hinge area, the spacing has been reduced to a nominal 25 m. A 75 m search tends to conveniently capture two drill holes in those portions of the deposit drilled at the 60 m spacing.

For the third pass, a minimum of two and a maximum of 12 composites were required, with a maximum of two composites from a single drill hole.

BULK DENSITY

A bulk density of 3.15 t/m ³ was applied for estimation of tonnage. This value was derived from a total of 6,426 density determinations carried out on drill core from a variety of locations in the deposit. The determinations were done by weighing the specimen in air and again submerged in water. The density is derived from the ratio of the difference between the dry and submerged weights and the dry weight, or more correctly, the ratio of the weight of the specimen to the weight of the water that it displaces.

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BLOCK MODEL VALIDATION

The block model grade interpolations were checked using the following methods:

Inspection of the interpolated block grades in plan and section views and comparison to the composite grades
Statistical comparison of global block and composite mean grades.

Inspection of the block grades in plan and section indicates that the grade estimation honours the drill hole grades reasonably well.

RPA carried out a statistical comparison of the Indicated block grades and the composites. The results of this analysis are listed in Table 14-6. The global mean block grade for the open pit model is 4.4% lower than the mean composite grade, while for the underground model the difference is negligible. In RPA’s opinion, the global mean comparisons are within an acceptable tolerance.

TABLE 14-6 BLOCK VS COMPOSITE MEANS
Auryn Resources Inc. – Committee Bay Project

Model	Block Mean	Composite Mean	Difference
	(g/t Au)	(g/t Au)	(%)
0.5 (OP)	2.16	2.26	-4.42
1.0 (UG)	3.30	3.33	-0.90

CLASSIFICATION

Mineral Resources have been classified according to the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards for Mineral Resources and Mineral Reserves, as incorporated by reference in NI 43-101. The classification criteria used were identical to those followed for the 2011 estimate, specifically:

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All blocks that were captured in the search and received an estimate during the grade interpolation were assigned to at least an Inferred category (maximum of 75 m from the nearest composite).
Blocks estimated by at least three drill holes and located less than 25 m from the nearest composite were nominally assigned to the Indicated category.

The blocks were then inspected in section views in order to define reasonably coherent volumes of Indicated blocks with a more or less uniform density of drilling. RPA reviewed the areas affected by the new drilling and concluded that the new drill holes did not impact the extent of the Indicated Resources in the model. Wireframe models, originally constructed for the 2011 Mineral Resource estimate, were used to capture blocks for coding as Indicated. Isolated blocks, with the preliminary Indicated classification but located outside of these volumes, were manually reclassified to Inferred. Similarly, a few Inferred blocks contained within the Indicated volumes were reclassified to Indicated.

CUT-OFF CRITERIA

RPA reported Mineral Resources at calculated cut-off grades of 3.0 g/t Au for open pit mining and 4.0 g/t Au for underground mining based on the following assumptions:

•	Gold Sale Price:	US$1,200/oz
•	Process Recovery	93%
•	Open Pit Mining Cost	C$10.00/t
•	Underground Mining Cost	C$70.00/t
•	Process + G&A Costs	C$75.00/t
•	Exchange Rate	1.25 US$/C$

To fulfill the resource criteria of “reasonable prospects for eventual economic extraction”, a pit shell analysis was run on the 0.5 g/t Au model to determine how much of the deposit could potentially be extracted using open pit methods. The analysis was done using Whittle software with very preliminary assumptions for pit slopes, metallurgical recovery, prices, and costs.

For this Mineral Resource update, RPA used the preliminary pit shell that was optimized in 2013 using a different gold price and cost assumptions (listed below) than those used to calculate the updated cut-off grade. RPA considers this approach reasonable given that the pit shell used to report open pit resources is conceptual and the relative difference between the underground and open-pit resource cut-off grades is negligible.

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•	Gold Sale Price:	US$1,500/oz
•	Overall Pit Slope Angles:	50°
•	Process Recovery	93%
•	Mining Cost	US$10.00/t
•	Process + G&A Costs	US$60.00/t

Mineral Resource blocks in the 0.5 g/t Au model captured within this preliminary pit shell were reported at a cut-off grade of 3.00 g/t Au and are shown as “Open Pit” in Table 14-1. The pit shell was then used on the 1.0 g/t Au model to isolate material deemed as “Underground” Mineral Resources. Blocks in the 1.0 g/t Au model located outside of the preliminary pit shell were deemed as eligible for inclusion as Underground resources. A cut-off grade of 4.0 g/t Au was applied to this material for derivation of the Underground Mineral Resources reported in Table 14-1. This cut-off grade was derived by adding an increment of $60/t to the mining costs used in the pit optimization to account for the additional cost of mining from underground.

The impact of varying the cut-off grades is shown in Tables 14-7 and 14-8. The tables show the Indicated and Inferred category block model results at a range of cut-off grades for the open pit (0.5 g/t Au) and underground (1.0 g/t Au) models, respectively. The tonnes reported for each model honour the pit shells such that only in-pit resources are reported from the open pit model, and resources outside the pit, for the underground model. The base-case cut-off grades used by RPA to report the Mineral Resources are highlighted. The tonnages reported at less than the base-case cut-off grade should not be considered Mineral Resources. They are shown in the tables for comparison purposes only.

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TABLE 14-7 EFFECT OF CUT-OFF GRADE ON THE OPEN PIT MODEL

Auryn Resources Inc. – Committee Bay Project

Indicated
Cut-Off	Tonnage	Grade	Contained Gold
(g/t Au)	(000 t)	(g/t Au)	(oz Au)
15.00	190.5	23.07	141,312
10.00	350.2	18.10	203,755
5.00	942.0	11.12	336,696
4.50	1,072.0	10.34	356,516
4.00	1,234.2	9.54	378,669
3.50	1,474.3	8.60	407,514
3.00	1,761.9	7.72	437,467
2.50	2,126.4	6.87	469,606
2.00	2,592.4	6.03	502,979
1.50	3,340.0	5.07	544,621
1.35	3,599.7	4.81	556,520
1.00	4,417.8	4.13	587,234
0.50	5,963.0	3.25	623,990

Inferred
Cut-Off	Tonnage	Grade	Contained Gold
(g/t Au)	(000 t)	(g/t Au)	(oz Au)
15.00	57.8	21.23	39,439
10.00	109.8	16.93	59,753
5.00	369.2	9.78	116,050
4.50	411.0	9.26	122,399
4.00	470.1	8.63	130,493
3.50	524.4	8.13	137,043
3.00	592.4	7.57	144,126
2.50	646.5	7.16	148,821
2.00	728.7	6.60	154,671
1.50	908.9	5.63	164,637
1.35	1,001.6	5.24	168,886
1.00	1,249.9	4.43	178,112
0.50	1,533.9	3.76	185,258

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TABLE 14-8 EFFECT OF CUT-OFF GRADE ON THE UNDERGROUND MODEL

Auryn Resources Inc. – Committee Bay Project

Indicated
Cut-Off	Tonnage	Gold Grade	Contained Gold
(g/t Au)	(000 t)	(g/t Au)	(oz Au)
15	36.9	20.07	23,790
10	86.4	15.56	43,233
5.0	222	10.24	73,082
4.5	273	9.21	80,894
4.0	313	8.57	86,368
3.5	379	7.74	94,215
3.0	505	6.61	107,309
2.5	716	5.46	125,755
2.0	1,102	4.33	153,311
1.5	1,830	3.29	193,588
1.35	2,175	2.99	209,382
1.0	2,966	2.51	239,244
0.5	3,494	2.26	253,365

Inferred
Cut-Off	Tonnage	Gold Grade	Contained Gold
(g/t Au)	(000 t)	(g/t Au)	(oz Au)
15	208	17.76	118,683
10	488	14.71	230,972
5.0	1,606	9.13	471,262
4.5	1,876	8.50	512,517
4.0	2,342	7.65	576,238
3.5	2,830	6.98	635,136
3.0	3,569	6.21	712,003
2.5	4,520	5.48	795,864
2.0	5,689	4.81	879,277
1.5	8,102	3.89	1,013,687
1.35	8,892	3.67	1,049,799
1.0	10,347	3.32	1,105,300
0.5	11,298	3.11	1,130,477

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15 MINERAL RESERVE ESTIMATE

There is no current Mineral Reserve estimate on the Committee Bay Project.

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16 MINING METHODS

This section is not applicable.

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17 RECOVERY METHODS

This section is not applicable.

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18 PROJECT INFRASTRUCTURE

This section is not applicable.

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19 MARKET STUDIES AND CONTRACTS

This section is not applicable.

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20 ENVIRONMENTAL STUDIES, PERMITTING, AND SOCIAL OR COMMUNITY IMPACT

This section is not applicable.

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21 CAPITAL AND OPERATING COSTS

This section is not applicable.

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22 ECONOMIC ANALYSIS

This section is not applicable.

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23 ADJACENT PROPERTIES

The Property is contiguous with claims held by various companies and individuals (Figure 23-1). None of the adjacent claims are known to host mineralized zones comparable to the Three Bluffs deposit. No reliance was placed on any information from adjacent properties in the estimation and preparation of the resources reported in this technical report. Adjacent properties are therefore not deemed material to this report.

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23 - 2

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24 OTHER RELEVANT DATA AND INFORMATION

No additional information or explanation is necessary to make this Technical Report understandable and not misleading.

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25 INTERPRETATION AND CONCLUSIONS

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26 RECOMMENDATIONS

TABLE 26-1 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

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TABLE 26-2 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

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27 REFERENCES

Acres, M.R., 2003. Committee Bay 2003 Quality Control Standards (Gold). Internal Report for Committee Bay Resources Ltd., 2 p.

Agnico-Eagle Mines Limited, 2015. Retrieved July 29, 2015 from http://www.agnico- eagle.com .

Apex Geoscience, 2011: Resource Estimation Re-Run for Three Bluffs – August, 2011. A letter report prepared by Apex Geoscience Ltd. for Committee Bay Resources Ltd., 4p. Ashton, K.A., 1988: Precambrian geology of the southeastern Amer Lake area (66H/1), near Baker Lake, N.W.T., PhD. Thesis, Queen’s University, Kingston, Ontario, 335p.

Aspler, L.B., Chiarenzelli, I.R., Cousens, B.L., and Valentino, D., 1999: Precambrian geology, northern Angikuni Lake and a transact across the Snowbird tectonic zone, western Angikuni Lake, Northwest Territories (Nunavut), in Hearne Domain, Nunavut, Canada: intracratonic response to Trans-Hudson orogen: Precambrian Research, vol. 116, pp. 331-354.

Auryn Resources, 2016: Committee Bay Project 2016 Annual Report. Unpublished report prepared by Auryn Resources Inc.

Bethune, K, M, and Scammell, R.J.M. (1997): Precambrian geology, Koch Island area, District of Franklin (part of NTS 37C), Northwest Territories. Geological Survey of Canada, Open File 3391, 4 sheets (including marginal notes), 1:50,000 scale.

Blakley, I., and Rennie, D., 2008, Technical Report on the Mineral Resource Estimate for the Three Bluffs Project, Nunavut Territory, Canada, Prepared by Scott Wilson Roscoe Postle Associates Inc. for Committee Bay Resources Ltd., 98 p.

Caddey, S.W., Bachman, R.L., Campbell, T.J., Reed, R.R., and Otto, R.P., 1991: The Homestake gold mine, an Early Proterozoic iron formation-hosted gold deposit, Lawrence County, South Dakota. USGS Bulletin 1857-J.

Canadian Institute of Mining, Metallurgy and Petroleum (CIM), 2014: CIM Definition Standards for Mineral Resources and Mineral Reserves, adopted by CIM Council on May 10, 2014. Davies, T., 2009: Gold mineralization in the Three Bluffs gold deposit, Committee Bay greenstone belt, Nunavut. Unpublished MSc thesis. Department of Earth and Atmospheric Sciences, University of Alberta, Edmonton, Alberta, 141p.

Davis, W.J., and Zaleski, E., 1998: Geochronological investigations of the Woodburn Lake Group, western Churchill Province, Northwest Territories: preliminary results in Radiogenic Age and Isotopic Studies: Report 11, Geological Survey of Canada, Current Research 1998-F, pp. 89-97.

Freeman, M.E., and Wyllie, R.J., 2002: Committee Bay Joint Venture, Exploration – 1997, Laughland Lake – Ellis Hills Area, District of Keewatin, N.W.T.; Unpublished report prepared for North Country Gold Corp.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 27-1*

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Hanmer, S., Bowring, S., van Breemen, O., and Parrish, R., 1992: Great Slave Lake shear zone, Northwestern Canada: mylonite record of early Proterozoic continental convergence, collision and indentation. Journal of Structural Geology, vol. 14, no. 7, pp. 757-773.

Hartlaub, R.P., Heaman, L.M., Ashton, K.E. and Chacko, T., 2001: The Murmac Group, Rae Province: record of a giant Archean rift? In 4 ^th International Archean Symposium 2001, Extended Abstracts, K.F. Cassidy, J.M. Dunphy and M.J. van Kranendonk (eds.); Australian Geological Survey Organization – Geoscience Australia, Record 2001/37, pp. 317-318.

Heaman, L.M., Le Cheminant, A.N., and Rainbird, R.H., 1992: Nature and timing of Franklin igneous events, Canada: Implications for a Late Proterozoic mantle plume and the breakup of Laurentia. Earth and Planetary Sciences Letters, vol. 109, pp. 117-131. Henderson, J.B., and Broome, J., 1990: Geometry and kinematics of the Wager shear zone interpreted from structural fabrics and magnetic data. Canadian Journal of Earth Sciences, vol. 27, pp. 590-604.

Henderson, J.B., McGrath, P.H., Theriault, R.J., and van Breeman, O., 1990: Intracratonic indentation of the Archean Slave Province into the Early Proterozoic Thelon Tectonic zone of the Churchill Province, northwestern Canadian Shield. Canadian Journal of Earth Sciences, vol. 27, pp. 590-604.

Heywood, W.W., and Schau, M., 1978: A Subdivision of the Northern Churchill Structural Province. Geological Survey of Canada, Paper 78-1A, pp. 139-143.

Heywood, W.W., 1961: Geological Notes, Northern District of Keewatin, Parts of 56, 57, 66 and 67; Geological Survey of Canada, Paper 61-18, 9p.

Kerswill, J.A., 1996: Iron formation-hosted stratabound gold In Geology of Canadian Mineral Deposit Types, (ed.) O.R. Eckstrand, W.D. Sinclair, and R.I. Thorpe; Geological Survey of Canada, Geology of Canada, no. 8, pp. 367-382.

Le Cheminant, A,N., and Heaman, L.M., 1989: Mackenzie igneous events, Canada: Middle Proterozoic hotspot magmatism associated with ocean opening. Earth and Planetary Sciences Letters, vol. 96, pp. 38-48.

Le Cheminant, A.N. and Roddick, J.C., 1991: U-Pb zircon evidence for widespread 2.6 Ga felsic magmatism in the central District of Keewatin, N.W.T.; in Radiogenic Age and Isotopic Studies, Report 4; Geological Survey of Canada, Paper 90-2, pp. 91-98.

Little, E., 2001: Preliminary results of relative ice-movement chronology of the Laughland Lake areas, Committee Bay belt, Nunavut. Geological survey of Canada, Current Research 2002-C-14, 7p.

MacHattie, T., 2002: Physical volcanology of komatiites in the Laughland and Walker Lake area, Committee Bay belt, Nunavut. Geological Survey of Canada. Current Research 2002-C14, 7p.

Marshall, I.B., and Schutt, P.H., 1999: A national ecological framework for Canada – Overview. A co-operative product by Ecosystems Science Directorate, Environment Canada, and Research Branch, Agriculture and Agri — Food Canada.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 27-2*

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McDonough, B., 2013: Three Bluffs Resource Update, internal letter report by RPA Inc. to North Country Gold Corp., 10 p.

McMartin, I., Little, E.C., Ferbey, T., Ozyer, C.A., and Utting, D.J., 2003: Ice-flow history and drift prospecting in the Committee Bay Belt, Central Nunavut, results from the Targeted Geoscience Initiative. Current Research 2003-C4. Geological Survey of Canada, 13p.

North Country Gold, 2015. Consolidated Financial Statements for the Years Ended February 28, 2015 and 2014, 19 p.

North Country Gold, 2012. Diamond Core Logging & Sampling Guide, 59 p.

Orrell, S.E., Bickford, M.E., and Lewry, J.F., 1999: Crustal evolution and age of thermotectonic reworking in the western hinterland of the Trans-Hudson Orogen, northern Saskatchewan. Precambrian Research, vol. 95, pp. 187-223.

Parrish, R.R., 1989: U-Pb geochronology of the Cape Smith Belt and Sugluk Blocks, northern Quebec. Geoscience Canada, vol. 16, pp. 126-130.

Rennie, D.W., and McDonough, B., 2015: Technical Report on the Three Bluffs Project, Nunavut Territory, Canada. A technical report prepared by RPA Inc. for North Country Gold Corp.

Rennie, D. W., and McDonough, B., 2012, Technical Report on the Three Bluffs Projects, Nunavut Territory, Canada. A technical report prepared by RPA Inc. for North Country Gold Corp., 163 p.

Rennie, D.W., and Wallis, S., 2004: Technical Report on the Three Bluffs Area, Nunavut, Canada. A technical report prepared by RPA Inc. for Committee Resources Ltd., 64p.

Robert, F., Brommecker, R., Bourne, B.T., Dobak, P.J., McEwan, C.J., Rowe, R.R., and Zhou, X., 2007: Models and Exploration Methods for Major Gold Deposit Types, Paper 48 In Proceedings of Exploration 07. Fifth Decennial International Conference on Mineral Exploration, edited by B. Milkereit, pp. 691-711.

Ryan, J.J., Nadeau, L., Hinchey, A.M., James, D.T., Sandeman, H.A., Schetselaar, E.M., Davis, W.J., and Berman, R.G., 2009: Bedrock geology of the southern Boothia mainland area, (Pelly Bay – Rae Strait – Spence Bay map areas) Kitikmeot region, Nunavut. Geological Survey of Canada, Current Research 2009-1, 18p.

Sandeman, H.A., 2001: 40Ar-39 geochronological investigations in the central Hearne domain, western Churchill Province, Nunavut: a progress report. 41p.

Scott, K.C., Rennie, D., and Lambert, R.J., 2010: Preliminary Assessment of the Three Bluffs Project, Nunavut Territory, Canada. A technical report prepared by Scott Wilson Roscoe Postle Associates for Committee Bay Resources Ltd., 142p.

Skulski, T., Sanborn-Barrie, M., MacHattie, T., Young, M., Carson, C., Berman, R., Brown, J., Rayner, N., Panagapko, D., Byrne, D., and Deyell, C., 2003: Bedrock geology of the Ellis Hills map area and new constraints on the regional geology of the Committee Bay area, Nunavut; Geological Survey of Canada, Current Research 2003-C22, 11p.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 27-3*

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Thompson, P.H., and Henderson, J.B., 1983: Polymetamorphism in the Healy Lake map area – implications for the Thelon Tectonic zone, in Geological Survey of Canada, Current Activities Forum, 1983. Programs with Abstracts, pp. 2-3.

Turner, A.J., 2010, Technical Report on 2007-2009 Exploration at the Committee Bay Project, Kitikmeot Region, Nunavut Territory, Canada. A technical report prepared by Apex Geoscience Ltd. for CBR Gold Corp., 182 p.

Turner, A.J., and L’Heureux, R.B., 2005: 2004 Exploration Summary Report, Committee Bay Greenstone Belt, Laughland Lake – Ellis Hills Area, Nunavut, Canada. Unpublished report prepared by Apex Geoscience Ltd. for the Gold Fields Joint Venture.

Turner, A.J., and Schoeman, P., 2013: Technical Report on the Committee Bay Project, Nunavut Territory, Canada, NTS 56J, K, O and P. A technical report prepared by Apex Geoscience Ltd. for North Country Gold Corp. 94p.

Van Breemen, O., Henderson, J.B., Loveridge, W.D. and Thompson, P.H., 1987a: U-Pb zircon and monzanite geochronology and zircon morphology of granulites and granites from the Thelon Tectonic zone, Healey Lake and Artillery Lake areas, NWT, in Current Research, Part A, Geological Survey of Canada, Paper 87-1A, pp. 783-801.

Van Breemen, O., Thompson, P.H., Hunt, P.A., and Culshaw, M., 1987b: U-Pb zircon and monzanite geochronology from the northern Thelon Tectonic zone, District of Mackenzie, in Radiogenic Age and Isotopic Studies: Report 1. Geological Survey of Canada, Paper 87-2, pp. 81-93.

Van Kranendonk, M.I., St-Onge, M.R., and Henderson, J.R., 1993: Paleoproterozoic tectonic assembly of northeast Laurentia through multiple indentations. Precambrian Research, vol. 63, pp. 325-347.

Zaleski, E., Davis, W.J., and Sandeman, H.A., 2001: Continental extension, mantle magmas and basement cover relationships, in International Archean Symposium 2001, Extended Abstracts, K.F. Cassidy, J.M. Dunphy and M.J. van Kranendonck (eds.): Australian Geological Survey Organization – Geoscience Australia, Record 2001/37, pp. 374-376.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 27-4*

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28 DATE AND SIGNATURE PAGE

This report titled “Technical Report on the Committee Bay Project, Nunavut Territory, Canada” and dated May 31, 2017 was prepared and signed by the following author:

	(Signed and Sealed ) “ *David A. Ross* ”



Dated at Toronto, ON	David A. Ross, M.Sc., P.Geo.
May 31, 2017	Principal Geologist

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 28-1*

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29 CERTIFICATE OF QUALIFIED PERSON

DAVID A. ROSS

I, David A, Ross, P.Geo., as the author of this report entitled “Technical Report on the Committee Bay Project, Nunavut Territory” prepared for Auryn Resources Inc. and dated May 31, 2017, do hereby certify that:

1.	I am a Principal Geologist and Director, Resource Estimation, with Roscoe Postle Associates Inc. of Suite 501, 55 University Ave., Toronto, ON, M5J 2H7.

2.	I am a graduate of Carleton University, Ottawa, Canada, in 1993 with a Bachelor of Science degree in Geology and Queen’s University, Kingston, Ontario, Canada, in 1999 with a Master of Science degree in Mineral Exploration.

3.	I am registered as a Professional Geologist in the Province of Ontario (Reg. #1192). I have worked as a geologist for a total of 21 years since my graduation. My relevant experience for the purpose of the Technical Report is:

		Review and report as a consultant on numerous mining and exploration projects around the world for due diligence and regulatory requirements

		Exploration geologist on a variety of gold and base metal projects in Canada, Indonesia, Chile, and Mongolia.

4.	I have read the definition of "qualified person" set out in National Instrument 43-101 (NI 43- 101) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a "qualified person" for the purposes of NI 43- 101.

1.	I visited the Committee Bay Project on August 16-17, 2016.

2.	I am responsible for overall preparation of the Technical Report.

3.	I am independent of the Issuer applying the test set out in Section 1.5 of NI 43-101.

4.	I have had no prior involvement with the property that is the subject of the Technical Report.

5.	I have read NI 43- 101, and the Technical Report has been prepared in compliance with NI 43-101 and Form 43-101F1.

6.	At the effective date of the Technical Report, to the best of my knowledge, information, and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

Dated 31 ^st day of May, 2017

(Signed and Sealed ) “ David A. Ross ”

David A. Ross, M.Sc., P.Geo.

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 29-1*

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30 APPENDIX 1

PROPERTY DESCRIPTION

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 30-1*

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TABLE 30-1 COMMITTEE BAY PROJECT LEASES
Auryn Resources Inc. - Committee Bay Project

Claim	Lease	Claim	Recorded	Area	Area	Annual Holding	Recording	Anniversary
Name	Number	Number	Holder	(Acres)	(ha)	Costs	Date	Date
BLUFF 1	4910	F57003	Committee Bay North Ltd.	2577.0	1042.9	$2,577.00	11-Oct-2005	11-Oct-2026
BLUFF 2	4911	F57004	Committee Bay North Ltd.	2583.0	1045.3	$2,583.00	11-Oct-2005	11-Oct-2026
BLUFF 3	4912	F57005	Committee Bay North Ltd.	2606.0	1054.6	$2,606.00	11-Oct-2005	11-Oct-2026
BLUFF 4	4913	F57006	Committee Bay North Ltd.	2489.0	1007.3	$2,489.00	11-Oct-2005	11-Oct-2026
BLUFF 5	4914	F57010	Committee Bay North Ltd.	2635.0	1066.4	$2,635.00	11-Oct-2005	11-Oct-2026
BLUFF 6	4915	F57011	Committee Bay North Ltd.	2612.0	1057.0	$2,612.00	11-Oct-2005	11-Oct-2026
BLUFF 7	4916	F57012	Committee Bay North Ltd.	2609.0	1055.8	$2,609.00	11-Oct-2005	11-Oct-2026
HAYES 7	4917	F60389	Committee Bay North Ltd.	2476.0	1002.0	$2,476.00	25-Jul-2006	25-Jul-27
CRK 4	4918	F60365	Committee Bay North Ltd.	2630.0	1064.3	$2,630.00	25-Jul-2006	25-Jul-27
CRK 6	4919	F60367	Committee Bay North Ltd.	2602.0	1053.0	$2,602.00	25-Jul-2006	25-Jul-27
CRK 7	4920	F60368	Committee Bay North Ltd.	2650.0	1072.4	$2,650.00	25-Jul-2006	25-Jul-27
CRK 18	4921	F60379	Committee Bay North Ltd.	2114.0	855.5	$2,114.00	25-Jul-2006	25-Jul-27
COP 3	5310	F63952	Committee Bay North Ltd.	2551.0	1032.4	$2,551.00	11- Feb-2012	09-Feb- 30
COP 1	5311	F63950	Committee Bay North Ltd.	2432.0	984.2	$2,432.00	11- Feb-2012	09-Feb- 30
COP 2	5308	F65541	Committee Bay North Ltd.	2742.0	1109.7	$2,742.00	15- Nov-2012	15- Nov-2033
COP 4	5309	F65542	Committee Bay North Ltd.	2589.0	1047.7	$2,589.00	15- Nov-2012	15- Nov-2033
FYE 1	5312	F70467	Committee Bay North Ltd.	2468.0	998.8	$2,468.00	15- Nov-2012	15-Nov-2033
GST 5	5313	F69886	Committee Bay North Ltd.	2582.0	1044.9	$2,582.00	15- Nov-2012	15- Nov-2033
GST 6	5314	F69887	Committee Bay North Ltd.	2604.0	1053.8	$2,604.00	15- Nov-2012	15- Nov-2033
GST 7	5315	F69888	Committee Bay North Ltd.	2612.0	1057.0	$2,612.00	15- Nov-2012	15- Nov-2033
GST 8	5316	F69889	Committee Bay North Ltd.	2641.0	1068.8	$2,641.00	15- Nov-2012	15- Nov-2033
HYR 3	5319	F69872	Committee Bay North Ltd.	2468.0	978.9	$2,468.00	15- Nov-2012	15- Nov-2033
HYR 4	5320	F69873	Committee Bay North Ltd.	2611.0	1056.6	$2,611.00	15- Nov-2012	15- Nov-2033
HYR 5	5321	F69874	Committee Bay North Ltd.	2552.0	1032.8	$2,552.00	15- Nov-2012	15- Nov-2033
HYR 6	5322	F69875	Committee Bay North Ltd.	2503.0	1012.9	$2,503.00	15- Nov-2012	15- Nov-2033
HYR 7	5323	F69876	Committee Bay North Ltd.	2582.0	1044.9	$2,582.00	15- Nov-2012	15- Nov-2033
HYR 8	5324	F69877	Committee Bay North Ltd.	2574.0	1041.7	$2,574.00	15- Nov-2012	15- Nov-2033
LGL 10	5330	F65559	Committee Bay North Ltd.	2592.0	1049.0	$2,592.00	15- Nov-2012	15- Nov-2033
YKS 1	5334	F80232	Committee Bay North Ltd.	2634.0	1065.9	$2,634.00	15- Nov-2012	15- Nov-2033
YKS 2	5335	F80233	Committee Bay North Ltd.	2639.0	1068.0	$2,639.00	15- Nov-2012	15- Nov-2033
YKS 3	5336	F80234	Committee Bay North Ltd.	2611.0	1056.6	$2,611.00	15- Nov-2012	15- Nov-2033
YKS 4	5337	F80235	Committee Bay North Ltd.	2572.0	1040.9	$2,572.00	15- Nov-2012	15- Nov-2033
YKS 5	5338	F80236	Committee Bay North Ltd.	2570.0	1040.0	$2,570.00	15- Nov-2012	15- Nov-2033
YKS 6	5339	F80237	Committee Bay North Ltd.	2552.0	1032.8	$2,552.00	15- Nov-2012	15- Nov-2033
YKS 7	5340	F80238	Committee Bay North Ltd.	2552.0	1032.8	$2,552.00	15- Nov-2012	15- Nov-2033
YKS 8	5341	F80239	Committee Bay North Ltd.	2599.0	1051.8	$2,599.00	15- Nov-2012	15- Nov-2033
PICK 2	5343	F54798	Committee Bay North Ltd.	3086.0	1248.9	$3,086.00	15- Nov-2012	15- Nov-2033
PICK 3	5344	F54760	Committee Bay North Ltd.	2384.0	964.8	$2,384.00	15- Nov-2012	15- Nov-2033
WEST	5345	F60212	Committee Bay North Ltd.	795.0	321.7	$ 795.00	15- Nov-2012	15- Nov-2033
WREN 1	5346	F60231	Committee Bay North Ltd.	2555.0	1034.0	$2,555.00	15- Nov-2012	15- Nov-2033
WREN 2	5347	F60232	Committee Bay North Ltd.	2527.0	1022.6	$2,527.00	15- Nov-2012	15- Nov-2033

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 30-2*

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Claim	Lease	Claim	Recorded	Area	Area	Annual Holding	Recording	Anniversary
Name	Number	Number	Holder	(Acres)	(ha)	Costs	Date	Date
WREN 3	5348	F60233	Committee Bay North Ltd.	2505.0	1013.7	$2,505.00	15- Nov-2012	15- Nov-2033
WREN 4	5349	F60234	Committee Bay North Ltd.	2473.0	1000.8	$2,473.00	15- Nov-2012	15- Nov-2033
WREN 5	5350	F60235	Committee Bay North Ltd.	2448.0	990.7	$2,448.00	15- Nov-2012	15- Nov-2033
44				111,188.0	44,976.4	111,188.00

INK 1	Pending	F70463	Committee Bay North Ltd.	2738.0	1108.0	$2,770.08
INK 2	Pending	F70464	Committee Bay North Ltd.	2721.0	1101.2	$2,752.88
INK 3	Pending	F70465	Committee Bay North Ltd.	2614.0	1057.9	$2,644.63
INK 4	Pending	F70466	Committee Bay North Ltd.	2569.0	1040.5	$2,601.13
WILL1	Pending	F82871	Committee Bay North Ltd.	2530.0	1025.0	$2,562.50
WILL2	Pending	F82872	Committee Bay North Ltd.	2526.0	1063.0	$2,657.50
ADD1	Pending	F88091	Committee Bay North Ltd.	2582.0	1046.0	$2,615.00
NET1	Pending	F84128	Committee Bay North Ltd.	2635.0	1067.0	$2,667.50
NET2	Pending	F84129	Committee Bay North Ltd.	2567.0	1040.0	$2,600.00
NET3	Pending	F84130	Committee Bay North Ltd.	2571.0	1041.0	$2,602.50
NET5	Pending	F84149	Committee Bay North Ltd.	2562.0	1038.0	$2,595.00
NET6	Pending	F84150	Committee Bay North Ltd.	2557.0	1036.0	$2,590.00
SK1	Pending	F84151	Committee Bay North Ltd.	2596.0	1051.0	$2,627.50
13				33,768.00	13,714.48	$34,286.20

TABLE 30-2 COMMITTEE BAY PROJECT CLAIMS
Auryn Resources Inc. - Committee Bay Project

							Work
Claim	Claim	Recorded	Area	Area	Recording	Anniversary	Requirement by	Excess
Name	Number	Holder	(Acres)	(ha)	Date	Date	Anniversary Date	Credits
BL 1	F95292	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
BL 2	F95291	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
BL 3	F95290	Committee Bay North Ltd.	1899.25	768.6	16-Jun-2015	16-June-17	$7,686.00
BL 4	F95288	Committee Bay North Ltd.	2162.17	875	16-Jun-2015	16-June-17	$8,750.00
BL 5	F95289	Committee Bay North Ltd.	3027.04	1225	16-Jun-2015	16-June-17	$12,250.00
BL 6	F95285	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
BL 7	F95286	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
BL 8	F95287	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CP 1	F95360	Committee Bay North Ltd.	2872.53	1162.47	16-Jun-2015	16-June-17	$11,624.70
CP 10	F95369	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CP 11	F95370	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CP 12	F95371	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CP 13	F95372	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CP 14	F95373	Committee Bay North Ltd.	3039.03	1229.85	16-Jun-2015	16-June-17	$12,298.50
CP 15	F95374	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CP 16	F95375	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CP 17	F95376	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CP 18	F95377	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CP 19	F95378	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 30-3*

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							Work
Claim	Claim	Recorded	Area	Area	Recording	Anniversary	Requirement by	Excess
Name	Number	Holder	(Acres)	(ha)	Date	Date	Anniversary Date	Credits
CP 2	F95361	Committee Bay North Ltd.	2897.78	1172.69	16-Jun-2015	16-June-17	$11,726.90
CP 20	F95379	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CP 21	F95380	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CP 3	F95362	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CP 4	F95363	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CP 5	F95364	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CP 6	F95365	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CP 7	F95366	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CP 8	F95367	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CP 9	F95368	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CY 1	F95323	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CY 10	F95332	Committee Bay North Ltd.	1007.08	407.55	16-Jun-2015	16-June-17	$4,075.50
CY 11	F95333	Committee Bay North Ltd.	2292.27	927.65	16-Jun-2015	16-June-17	$9,276.50
CY 12	F95334	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CY 13	F95335	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CY 14	F95336	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CY 15	F95337	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CY 16	F95338	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CY 2	F95324	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CY 3	F95325	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CY 4	F95326	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CY 5	F95327	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CY 6	F95328	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CY 7	F95329	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CY 8	F95330	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
CY 9	F95331	Committee Bay North Ltd.	2323.63	940.34	16-Jun-2015	16-June-17	$9,403.40
FH 1	F95311	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
FH 10	F95306	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
FH 11	F95307	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
FH 12	F95308	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
FH 13	F95309	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
FH 14	F95293	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
FH 15	F95294	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
FH 16	F95295	Committee Bay North Ltd.	3061.86	1239.09	16-Jun-2015	16-June-17	$12,390.90
FH 17	F95296	Committee Bay North Ltd.	2356.27	953.55	16-Jun-2015	16-June-17	$9,535.50
FH 18	F95297	Committee Bay North Ltd.	2348.04	950.22	16-Jun-2015	16-June-17	$9,502.20
FH 19	F95298	Committee Bay North Ltd.	1499.06	606.65	16-Jun-2015	16-June-17	$6,066.50
FH 2	F95310	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
FH 3	F95305	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
FH 4	F95304	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
FH 5	F95303	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
FH 6	F95302	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
FH 7	F95301	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
FH 8	F95300	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 30-4*

www.rpacan.com

							Work
Claim	Claim	Recorded	Area	Area	Recording	Anniversary	Requirement by	Excess
Name	Number	Holder	(Acres)	(ha)	Date	Date	Anniversary Date	Credits
FH 9	F95299	Committee Bay North Ltd.	3010.14	1218.16	16-Jun-2015	16-June-17	$12,181.60
GT 1	F95279	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
GT 10	F95258	Committee Bay North Ltd.	1898.86	768.44	16-Jun-2015	16-June-17	$7,684.40
GT 11	F95259	Committee Bay North Ltd.	1533.59	620.62	16-Jun-2015	16-June-17	$6,206.20
GT 12	F95263	Committee Bay North Ltd.	1751.43	708.78	16-Jun-2015	16-June-17	$7,087.80
GT 2	F95280	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
GT 3	F95281	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
GT 4	F95278	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
GT 5	F95277	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
GT 6	F95276	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
GT 7	F95252	Committee Bay North Ltd.	2213.94	895.95	16-Jun-2015	16-June-17	$8,959.50
GT 8	F95253	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
GT 9	F95257	Committee Bay North Ltd.	2840.77	1149.62	16-Jun-2015	16-June-17	$11,496.20
HA 1	F95339	Committee Bay North Ltd.	3020.25	1222.25	16-Jun-2015	16-June-17	$12,222.50
HA 10	F95348	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
HA 11	F95349	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
HA 12	F95350	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
HA 13	F95351	Committee Bay North Ltd.	3077.15	1245.28	16-Jun-2015	16-June-17	$12,452.80
HA 14	F95352	Committee Bay North Ltd.	2941.72	1190.47	16-Jun-2015	16-June-17	$11,904.70
HA 15	F95353	Committee Bay North Ltd.	967.54	391.55	16-Jun-2015	16-June-17	$3,915.50
HA 2	F95340	Committee Bay North Ltd.	3039.89	1230.20	16-Jun-2015	16-June-17	$12,302.00
HA 3	F95341	Committee Bay North Ltd.	3059.44	1238.11	16-Jun-2015	16-June-17	$12,381.10
HA 4	F95342	Committee Bay North Ltd.	3079.01	1246.03	16-Jun-2015	16-June-17	$12,460.30
HA 5	F95343	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
HA 6	F95344	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
HA 7	F95345	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
HA 8	F95346	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
HA 9	F95347	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
QR 1	F95282	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
QR 10	F95260	Committee Bay North Ltd.	2393.71	968.7	16-Jun-2015	16-June-17	$9,687.00
QR 11	F95261	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
QR 12	F95262	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
QR 2	F95283	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
QR 3	F95284	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
QR 4	F95275	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
QR 5	F95274	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
QR 6	F95273	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
QR 7	F95254	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
QR 8	F95255	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
QR 9	F95256	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
RA 1	F95312	Committee Bay North Ltd.	2875.00	1163.47	16-Jun-2015	16-June-17	$11,634.70
RA 10	F95321	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
RA 11	F95322	Committee Bay North Ltd.	3086.84	1249.20	16-Jun-2015	16-June-17	$12,492.00
RA 2	F95313	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 30-5*

www.rpacan.com

							Work
Claim	Claim	Recorded	Area	Area	Recording	Anniversary	Requirement by	Excess
Name	Number	Holder	(Acres)	(ha)	Date	Date	Anniversary Date	Credits
RA 3	F95314	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
RA 4	F95315	Committee Bay North Ltd.	2848.83	1152.88	16-Jun-2015	16-June-17	$11,528.80
RA 5	F95316	Committee Bay North Ltd.	2811.00	1137.57	16-Jun-2015	16-June-17	$11,375.70
RA 6	F95317	Committee Bay North Ltd.	2673.63	1081.98	16-Jun-2015	16-June-17	$10,819.80
RA 7	F95318	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
RA 8	F95319	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
RA 9	F95320	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
SH 1	F95354	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
SH 2	F95355	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
SH 3	F95356	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
SH 4	F95357	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
SH 5	F95358	Committee Bay North Ltd.	2627.10	1063.15	16-Jun-2015	16-June-17	$10,631.50
SH 6	F95359	Committee Bay North Ltd.	2765.26	1119.06	16-Jun-2015	16-June-17	$11,190.60
TB 1	F95381	Committee Bay North Ltd.	2519.96	1019.79	16-Jun-2015	16-June-17	$10,197.90
TB 2	F96164	Committee Bay North Ltd.	2988.52	1209.41	16-Jun-2015	16-June-17	$12,094.10
TB 3	F96165	Committee Bay North Ltd.	2865.95	1159.81	16-Jun-2015	16-June-17	$11,598.10
TB 4	F96166	Committee Bay North Ltd.	3044.96	1232.25	16-Jun-2015	16-June-17	$12,322.50
TB 5	F96167	Committee Bay North Ltd.	3040.46	1230.43	16-Jun-2015	16-June-17	$12,304.30
WP 1	F95272	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
WP 2	F95271	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
WP 3	F95270	Committee Bay North Ltd.	3027.04	1225.00	16-Jun-2015	16-June-17	$12,250.00
WP 4	F95269	Committee Bay North Ltd.	3019.38	1221.9	16-Jun-2015	16-June-17	$12,219.00
WP 5	F95268	Committee Bay North Ltd.	2623.52	1061.7	16-Jun-2015	16-June-17	$10,617.00
WP 6	F95267	Committee Bay North Ltd.	3017.55	1221.16	16-Jun-2015	16-June-17	$12,211.60
WP 7	F95266	Committee Bay North Ltd.	3087.95	1249.65	16-Jun-2015	16-June-17	$12,496.50
WP 8	F95265	Committee Bay North Ltd.	3088.82	1250.00	16-Jun-2015	16-June-17	$12,500.00
WP 9	F95264	Committee Bay North Ltd.	3088.82	1250	16-Jun-2015	16-June-17	$12,500.00
FWL 5	F92446	Committee Bay North Ltd.	1417.99	573.84	12-Oct-10	12-Oct-20	$2,869.20	$2,817.42
FWL 6	F92447	Committee Bay North Ltd.	1534.01	620.79	12-Oct-10	12-Oct-20	$3,103.95	$143,603.88
FWL 7	F92448	Committee Bay North Ltd.	2543.01	1029.12	12-Oct-10	12-Oct-20	$5,145.60	$4,910.00
FWL 8	F92449	Committee Bay North Ltd.	2454.99	993.5	12-Oct-10	12-Oct-20	$4,967.50	$11,291.84
BL 9	K90027	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
CR 1	K90063	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
CR 2	K90064	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
CR 3	K90065	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
CR 4	K90060	Committee Bay North Ltd.	3052.91	1235.47	01-Jun-16	01-Jun-18	$12,354.70
CR 5	K90061	Committee Bay North Ltd.	3056.45	1236.9	01-Jun-16	01-Jun-18	$12,369.00
CR 6	K90062	Committee Bay North Ltd.	2562.93	1037.18	01-Jun-16	01-Jun-18	$10,371.80
CR 7	K90059	Committee Bay North Ltd.	2696.14	1091.09	01-Jun-16	01-Jun-18	$10,910.90
ET 1	K90042	Committee Bay North Ltd.	2618.40	1059.63	01-Jun-16	01-Jun-18	$10,596.30
ET 10	K90041	Committee Bay North Ltd.	1511.48	611.676	01-Jun-16	01-Jun-18	$6,116.76
ET 11	K90035	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
ET 12	K90036	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
ET 13	K90039	Committee Bay North Ltd.	3022.02	1222.97	01-Jun-16	01-Jun-18	$12,229.70

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 30-6*

www.rpacan.com

							Work
Claim	Claim	Recorded	Area	Area	Recording	Anniversary	Requirement by	Excess
Name	Number	Holder	(Acres)	(ha)	Date	Date	Anniversary Date	Credits
ET 2	K90043	Committee Bay North Ltd.	2763.23	1118.24	01-Jun-16	01-Jun-18	$11,182.40
ET 3	K90044	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
ET 4	K90045	Committee Bay North Ltd.	2610.22	1056.32	01-Jun-16	01-Jun-18	$10,563.20
ET 5	K90047	Committee Bay North Ltd.	2401.16	971.72	01-Jun-16	01-Jun-18	$9,717.16
ET 6	K90046	Committee Bay North Ltd.	705.26	285.41	01-Jun-16	01-Jun-18	$2,854.08
ET 7	K90038	Committee Bay North Ltd.	2791.67	1129.75	01-Jun-16	01-Jun-18	$11,297.50
ET 8	K90037	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
ET 9	K90040	Committee Bay North Ltd.	3071.05	1242.81	01-Jun-16	01-Jun-18	$12,428.10
FH 20	K90028	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
FH 21	K90029	Committee Bay North Ltd.	3079.72	1246.32	01-Jun-16	01-Jun-18	$12,463.20
FH 22	K90030	Committee Bay North Ltd.	3070.98	1242.78	01-Jun-16	01-Jun-18	$12,427.80
HK 10	K90070	Committee Bay North Ltd.	2223.96	900.00	01-Jun-16	01-Jun-18	$9,000.04
HK 11	K90081	Committee Bay North Ltd.	1544.41	625	01-Jun-16	01-Jun-18	$6,250.00
HK 12	K90080	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 13	K90079	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 14	K90078	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 15	K90077	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 16	K90076	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 17	K90089	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 18	K90088	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 19	K90087	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 2	K90067	Committee Bay North Ltd.	3078.81	1245.95	01-Jun-16	01-Jun-18	$12,459.50
HK 20	K90085	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 21	K90084	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 22	K90083	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 23	K90082	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 24	K90102	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 25	K90101	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 26	K90092	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 27	K90091	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 28	K90090	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 29	K90086	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 3	K90068	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 30	K90104	Committee Bay North Ltd.	1544.41	625	01-Jun-16	01-Jun-18	$6,250.00
HK 31	K90103	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 32	K90096	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 33	K90095	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 34	K90094	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 35	K90093	Committee Bay North Ltd.	1544.41	625	01-Jun-16	01-Jun-18	$6,250.00
HK 36	K90105	Committee Bay North Ltd.	1487.75	602.07	01-Jun-16	01-Jun-18	$6,020.71
HK 37	K90100	Committee Bay North Ltd.	3054.82	1236.24	01-Jun-16	01-Jun-18	$12,362.40
HK 38	K90099	Committee Bay North Ltd.	3077.48	1245.41	01-Jun-16	01-Jun-18	$12,454.10
HK 39	K90098	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 4	K90069	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 30-7*

www.rpacan.com

							Work
Claim	Claim	Recorded	Area	Area	Recording	Anniversary	Requirement by	Excess
Name	Number	Holder	(Acres)	(ha)	Date	Date	Anniversary Date	Credits
HK 40	K90097	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 41	K90107	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 42	K90106	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 43	K90111	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 44	K90110	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 45	K90109	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 46	K90108	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 47	K90112	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 48	K90113	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 5	K90074	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 6	K90075	Committee Bay North Ltd.	3087.98	1249.66	01-Jun-16	01-Jun-18	$12,496.60
HK 7	K90073	Committee Bay North Ltd.	2134.56	863.82	01-Jun-16	01-Jun-18	$8,638.24
HK 8	K90072	Committee Bay North Ltd.	2428.44	982.75	01-Jun-16	01-Jun-18	$9,827.54
HK 9	K90071	Committee Bay North Ltd.	2158.66	873.58	01-Jun-16	01-Jun-18	$8,735.77
KM 10	K90127	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 11	K90126	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 12	K90131	Committee Bay North Ltd.	3086.57	1249.09	01-Jun-16	01-Jun-18	$12,490.90
KM 13	K90128	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 14	K90129	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 15	K90130	Committee Bay North Ltd.	3075.15	1244.47	01-Jun-16	01-Jun-18	$12,444.70
KM 16	K90132	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 17	K90133	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 18	K90134	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 19	K90138	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 2	K90118	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 20	K90137	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 21	K90136	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 22	K90135	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 23	K90142	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 24	K90141	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 25	K90140	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 26	K90139	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 27	K90145	Committee Bay North Ltd.	2626.75	1063.01	01-Jun-16	01-Jun-18	$10,630.10
KM 28	K90144	Committee Bay North Ltd.	2628.46	1063.70	01-Jun-16	01-Jun-18	$10,637.00
KM 29	K90143	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 3	K90119	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 4	K90120	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 5	K90121	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 6	K90122	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 7	K90123	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 8	K90124	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 9	K90125	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
MO 1	K90048	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
MO 10	K90057	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 30-8*

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							Work
Claim	Claim	Recorded	Area	Area	Recording	Anniversary	Requirement by	Excess
Name	Number	Holder	(Acres)	(ha)	Date	Date	Anniversary Date	Credits
MO 11	K90058	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
MO 2	K90049	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
MO 3	K90051	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
MO 4	K90050	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
MO 5	K90052	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
MO 6	K90053	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
MO 7	K90054	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
MO 8	K90055	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
MO 9	K90056	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
QR 13	K90022	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
QR 14	K90019	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
QR 15	K90021	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
QR 16	K90020	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
QR 17	K90026	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
QR 18	K90023	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
QR 19	K90025	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
QR 20	K90024	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
RA 12	K90032	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
RA 13	K90031	Committee Bay North Ltd.	2940.13	1189.83	01-Jun-16	01-Jun-18	$11,898.30
RA 14	K90033	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
RA 15	K90034	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
WP 10	K90015	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
WP 11	K90014	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
WP 12	K90016	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
WP 13	K90013	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
WP 14	K90017	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
WP 15	K90012	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
WP 16	K90018	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
WP 17	K90011	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
WP 18	K90010	Committee Bay North Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 1	K90066	Apex Geoscience Ltd.	616.09	249.32	01-Jun-16	01-Jun-18	$2,493.24
HK 50	K90115	Apex Geoscience Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 49	K90114	Apex Geoscience Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
HK 51	K90116	Apex Geoscience Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
KM 1	K90117	Apex Geoscience Ltd.	3088.82	1250	01-Jun-16	01-Jun-18	$12,500.00
Total	274		799,980.58	323,740.65			$3,221,320.29	$162,623.14

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 30-9*

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31 APPENDIX 2

SIGNIFICANT HISTORICAL DRILL RESULTS

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 31-1*

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TABLE 31-1 2010 DRILLING SIGNIFICANT ASSAYS
Auryn Resources Inc. – Committee Bay Project

		From	To	Interval	Au
Prospect	Hole Number	(m)	(m)	(m)	(g/t)
Three Bluffs Hinge	10TB079	7.00	10.49	3.49	2.27
	10TB082	7.00	49.14	42.14	5.88
	including	15.56	19.94	4.38	9.06
	and	29.00	44.00	15.00	10.20
	10TB083	38.00	41.50	3.50	10.24
	including	67.00	74.50	7.50	4.28
	10TB086	20.90	35.06	14.16	2.62
	including	27.00	35.06	8.06	3.55
	10TB087	19.00	44.00	25.00	4.17
	including	33.00	42.00	9.00	7.35
	10TB088	14.00	45.85	31.85	2.27
	including	14.00	21.00	7.00	5.39
	10TB092	40.00	79.00	39.00	5.52
	including	50.00	63.00	13.00	11.56
	10TB093	16.00	22.98	6.98	3.63
	including	19.00	22.98	3.98	5.54
		32.00	34.00	2.00	2.16
	10TB094	25.00	27.55	2.55	2.02
		33.00	43.05	10.05	2.64
	including	33.00	36.00	3.00	5.99
	10TB095	13.00	14.92	1.92	9.90
		31.00	53.00	22.00	3.09
	including	34.00	40.00	6.00	4.83
	and	44.00	47.60	3.60	6.16
	10TB096	11.59	31.00	19.41	12.51
	10TB097	8.00	27.00	19.00	2.58
	including	8.00	16.00	8.00	4.40
	10TB098	2.30	60.34	58.04	1.35
	including	7.00	21.00	15.00	2.72
	10TB099	3.80	43.00	39.20	1.88
	including	3.80	9.00	5.20	3.96
	and	22.00	31.00	9.00	2.51
	10TB100	3.00	54.00	51.00	1.30
	including	3.00	7.00	4.00	2.03
	and	21.54	29.00	7.46	4.00

Antler	10TB084	63.00	70.00	7.00	2.48
	10TB085	76.00	86.00	10.00	2.67
	including	76.00	77.50	1.50	5.67
	and	84.37	86.00	1.63	9.97

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 31-2*

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		From	To	Interval	Au
Prospect	Hole Number	(m)	(m)	(m)	(g/t)
	10TB089	140.76	146.00	5.24	0.92
	10AN004	48.00	53.00	6.00	2.23
	including	48.00	49.30	1.30	6.90
	and	59.00	62.00	3.00	2.50
	10AN005	78.21	90.50	12.29	4.51
	including	80.00	87.67	7.67	6.00
	10AN006	204.00	213.94	13.70	2.61
	including	206.00	210.00	4.00	5.00
	10AN007	249.00	253.00	4.00	3.47
	10AN008	67.42	69.00	1.58	1.32
	10AN009	83.00	89.00	6.00	1.20
	10AN010	75.85	89.91	14.06	11.14
	including	75.85	80.00	4.15	32.97
	and	85.00	89.91	4.91	3.36
	10AN011	119.95	124.95	5.00	10.67
	10AN012	37.20	40.42	3.22	2.46
		45.00	52.62	7.62	1.83
	10AN013	82.00	96.00	14.00	3.51
	10AN014	69.55	77.74	8.19	2.29
	including	73.00	77.74	4.74	3.07
	10AN015	94.00	100.00	6.00	1.28
	10AN016	58.00	64.00	6.00	5.53

Hayes	10HA003	45.00	47.00	2.00	6.30

	10HA004	62.30	64.00	3.70	28.08

Three Bluff West	10TB090	53.00	71.80	18.80	2.33
	including	66.75	71.80	5.05	4.85
	and	79.00	81.40	2.40	13.20
	10TB091	65.00	91.00	26.00	4.28
	including	72.00	78.00	6.00	12.47
	or	72.00	74.00	2.00	35.28
	10TW001	42.00	59.00	17.00	2.04
	including	55.00	59.00	4.00	6.25
	10TW002	55.00	93.50	38.50	1.41
	including	60.00	64.00	4.00	2.41
	and	70.00	77.00	7.00	1.65
	and	90.00	93.50	3.50	5.10
	10TW003	43.50	47.00	3.50	8.06
		55.50	64.00	8.50	1.67
	10TW004	71.00	112.00	41.00	1.75
	including	71.00	79.00	8.00	6.53

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 31-3*

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		From	To	Interval	Au
Prospect	Hole Number	(m)	(m)	(m)	(g/t)
	or	72.00	76.00	4.00	11.13
	10TW005	40.60	44.00	3.40	2.18
	10TW006	71.00	106.00	36.00	1.35
	including	71.00	75.40	4.45	3.98
	and	103.00	106.00	3.00	5.36
	10TW007	56.00	58.10	2.10	7.72
		68.00	72.10	4.10	2.39
	10TW008	118.00	128.00	10.00	7.84
	including	123.00	128.00	5.00	15.20
		133.00	140.00	7.00	3.86
	10TW009	29.00	32.00	3.00	2.41
		73.00	74.00	1.00	4.60
	10TW011	33.00	50.00	17.00	1.72
	including	41.00	46.00	5.00	3.26
	10TW010	34.00	45.00	11.00	2.03
	including	34.00	38.00	4.00	3.94
	10TW012A	133.00	154.00	21.00	1.47
	including	137.00	144.00	7.00	1.90
	and	148.00	154.00	6.00	1.70
	10TW013	60.20	73.07	12.80	2.47
	including	64.40	70.00	5.53	3.67

Source: North Country Gold, 2010a

TABLE 31-2 2011 DRILLING SIGNIFICANT ASSAYS
Auryn Resources Inc. – Committee Bay Project

	Hole	From	To	Interval	Au
Prospect	Number	(m)	(m)	(m)	(g/t)
Three Bluffs	11TB101	94.40	149.00	54.60	1.25
	including	145.00	149.00	4.00	7.69
	11TB102	118.00	122.69	4.69	1.39
		131.00	137.00	6.00	2.38
	including	131.00	135.00	4.00	3.00
	11TB103	147.00	174.00	27.00	2.45
	including	163.00	174.00	11.00	4.62
	or	169.00	173.13	4.13	8.83
	11TB104	108.00	133.00	25.00	7.34
	Including	108.00	113.90	5.90	28.71
	11TB105	148.00	181.00	33.00	2.30
	including	148.00	157.00	9.00	6.30
	or	152.00	157.00	5.00	9.63

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 31-4*

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	Hole	From	To	Interval	Au
Prospect	Number	(m)	(m)	(m)	(g/t)
	11TB106	129.50	136.00	6.50	2.96
	including	131.00	134.00	3.00	4.21
		153.00	169.39	16.39	2.10
	including	162.00	168.00	6.00	2.92
	11TB107	169.00	187.00	18.00	2.41
	including	172.00	175.00	3.00	3.42
	and	178.00	182.00	4.00	3.70
	and	186.00	187.00	1.00	7.09
	11TB107B	188.00	200.00	12.00	15.00
	including	191.00	196.00	5.00	27.53
		221.00	227.00	6.00	2.15
	11TB108B	128.00	136.00	8.00	1.19
		145.52	156.00	10.48	2.43
	including	149.00	153.00	4.00	3.64
	11TB0110	85.00	95.00	10.00	2.84
	including	85.00	88.19	3.19	4.82
	and	90.00	91.00	1.00	5.69
	and	94.00	95.00	1.00	5.26
	11TB116	130.02	159.00	28.98	0.97
	including	133.00	138.00	5.00	3.09
		188.00	212.00	24.00	1.08
	including	199.00	201.00	2.00	4.18
	11TB119	129.00	155.80	26.80	0.80
	including	129.00	131.75	2.75	1.89
	and	147.00	149.00	2.00	1.69
		180.94	192.00	11.06	2.74
	including	186.00	190.00	4.00	4.40
	11TB120	115.00	116.00	1.00	8.04
	including	124.90	134.00	9.10	1.21
		176.00	187.00	11.00	2.22
	including	185.00	187.00	2.00	6.49
	11TB122	225.00	243.00	18.00	9.59
	including	226.00	231.00	5.00	30.73
		264.00	272.00	8.00	2.79
	11TB124	222.00	226.00	4.00	6.65

Three Bluffs
RC	11TBC001	24.37	54.86	30.49	8.06
	including	41.15	51.81	10.66	18.71
	11TBC002	7.61	24.37	16.76	2.20
	including	7.61	12.18	4.57	3.79
		39.6	42.66	3.05	1.77
	11TBC003	22.86	45.72	22.86	1.98
	including	32.00	36.57	4.57	3.33

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 31-5*

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	Hole	From	To	Interval	Au
Prospect	Number	(m)	(m)	(m)	(g/t)
	and	41.14	45.72	4.58	4.35
		57.91	76.19	18.28	1.47
		109.72	111.25	1.52	12.20
	11TBC004	16.76	30.47	13.71	1.49
	including	16.76	19.81	3.04	3.80
		41.14	48.76	7.62	1.22
	11TBC005	9.14	13.71	4.57	1.94
		21.33	25.90	4.57	1.85

Three Bluffs
West	11TW014	190.00	199.00	9.00	2.92
	including	195.00	199.00	4.00	5.26
	11TW015	105.00	109.00	4.00	43.02
		126.80	155.00	28.20	2.24
	including	148.00	155.00	7.00	6.07
	11TW016	146.00	157.25	11.25	15.00
	including	152.00	157.25	5.25	29.02
	11TW017	101.00	110.00	9.00	2.11
	including	105.00	110.00	5.00	2.93
	11TW018	170.00	175.00	5.00	1.61
	11TW020	150.94	153.00	2.06	1.84
		159.00	167.00	8.00	4.85
	including	163.00	167.00	4.00	8.58
	11TWC004	48.77	50.29	1.52	1.93
		59.43	62.47	3.04	2.23
	11TWC005	108.20	112.77	4.57	1.94
		124.96	129.53	4.57	8.67
	11TWC008	57.91	59.43	1.52	4.93
	11TWC009	88.39	92.96	4.57	2.16
	11TWC011	88.39	94.48	6.09	2.44

Antler	11AN018	181.00	86.00	5.00	2.37
	including	181.00	184.00	3.00	3.22
	11AN019	196.00	201.69	5.69	1.81
	11AN020	157.91	167.39	9.48	7.58
	including	163.80	167.39	3.59	15.38
	11AN021C	206.00	214.00	8.00	4.33
	including	210.00	214.00	4.00	5.93
	11AN025B	160.00	173.00	13.00	3.06
	including	162.00	166.00	4.00	6.48
	11AN034	155.00	168.36	13.36	2.71
	including	158.00	161.00	3.00	6.83
	and	166.41	168.36	1.95	4.99

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 31-6*

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	Hole	From	To	Interval	Au
Prospect	Number	(m)	(m)	(m)	(g/t)
	11AN041	37.0	50.00	13.0	4.99
	including	38.0	41.00	3.0	9.52
	and	44.79	50.00	5.2	6.12
	11AN042	308.00	318.0	10.00	4.35
	including	312.00	315.00	3.00	8.42
	or	312.00	317.00	5.00	6.00

Antler RC	11ANC001	65.53	71.62	6.09	1.13
	11ANC002	65.53	67.05	1.52	2.35
	11ANC003	41.14	48.76	7.62	3.89
	including	45.72	48.76	3.04	6.83
	11ANC006	22.86	30.47	7.61	3.63
	including	22.86	25.90	3.04	6.10
	11ANC007	48.76	51.81	3.05	5.66

Source: North Country Gold, 2011

TABLE 31-3 2012 DRILLING SIGNIFICANT ASSAYS
Auryn Resources Inc. – Committee Bay Project

Prospect	Hole	From	To	Interval	Au
	Number	(m)	(m)	(m)	(g/t)
Three Bluffs	12TB131	254.00	274.00	20.00	1.19
	12TB131	293.00	312.00	19.00	2.20
	12TB132	130.00	136.00	6.00	1.44
	12TB132	237.00	239.00	2.00	5.44
	12TB132	273.00	281.00	8.00	5.03
	12TB132	285.00	289.00	4.00	3.27
	12TB132	297.85	303.00	5.15	2.02
	12TB133	312.42	326.00	13.58	1.65
	12TB133	334.00	338.00	4.00	1.76
	12TB133	355.00	365.00	10.00	3.07
	12TB134	342.00	344.00	2.00	1.41
	12TB134	479.00	483.00	4.00	1.95
	12TB134	552.00	599.00	47.00	3.23
	12TB135	308.00	314.00	6.00	1.84
	12TB135	323.00	337.00	14.00	5.58
	12TB136	268.60	272.60	4.00	1.14
	12TB136	325.00	330.00	5.00	1.17
	12TB136	352.00	357.00	5.00	1.43
	12TB137	297.00	305.00	8.00	1.00
	12TB137	374.00	383.00	9.00	11.95
	12TB137	401.00	403.00	2.00	1.49

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 31-7*

www.rpacan.com

Prospect	Hole	From	To	Interval	Au
	Number	(m)	(m)	(m)	(g/t)
	12TB137	408.00	422.61	14.61	1.08
	12TB139	258.00	262.00	4.00	1.33
	12TB139	356.00	364.00	8.00	3.73
	12TB139	444.00	447.00	3.00	2.10
	12TB139	475.00	478.00	3.00	1.80
	12TB139	494.00	496.00	2.00	1.98
	12TB140	480.00	483.00	3.00	1.31
	12TB140	491.00	501.00	10.00	2.06
	12TB141B	430.00	453.00	23.00	2.25
	12TB142	304.00	310.00	6.00	7.71
	12TB143	391.69	394.00	2.31	1.08
	12TB143	404.00	416.00	12.00	2.66
	12TB144	419.00	431.00	12.00	2.19
	12TB145	386.00	390.00	4.00	3.02
	12TB145	456.00	469.00	13.00	1.19
	12TB145	498.00	500.86	2.86	3.76

*Auryn Resources Inc. – Committee Bay Project, Project #2655*
*Technical Report NI 43- 101 – May 31, 2017*	*Page 31-8*

TECHNICAL REPORT ON THE

HOMESTAKE RIDGE PROJECT

AN UPDATED MINERAL RESOURCE,

KITSAULT, BRITISH COLUMBIA

prepared for:
Auryn Resources Inc.

600 - 1199 West Hastings St.

Vancouver, B.C. V6E 3T5

Authors:

Robert W.J. Macdonald, P.Geo.

and

David W. Rennie, P.Eng.

Readdressed November 15, 2016

Effective Date June 7, 2013

TABLE OF CONTENTS

1	SUMMARY				1-1
	1.1	Executive Summary			1-1
		1.1.1	Interpretation and Conclusions		1-3
		1.1.2	Recommendations		1-5
			1.1.2.1	Recommended Exploration Work	1-5
	1.2	Technical Summary			1-6
		1.2.1	Property Description and Location		1-6
		1.2.2	Land Tenure		1-6
		1.2.3	Accessibility, Climate, Local Resources, Infrastructure and Physiography		1-8
		1.2.4	History		1-8
		1.2.5	Geology		1-11
		1.2.6	Deposit Model		1-12
		1.2.7	Mineralization		1-12
			1.2.7.1	Homestake Zone	1-13
			1.2.7.2	Main Homestake Deposit	1-13
			1.2.7.3	Homestake Silver Deposit	1-13
			1.2.7.4	South Reef	1-13
			1.2.7.5	Vanguard Cu and Au Zones	1-14
			1.2.7.6	Sericite Zone (Goldreef and Fox Reef)	1-14
			1.2.7.7	Dilly and Dilly West Zones	1-14
			1.2.7.8	North Homestake Zone (North Dome)	1-14
		1.2.8	Exploration		1-14
		1.2.9	Mineral Processing and Metallurgical Testing		1-16
			1.2.9.1	Main Homestake	1-16
			1.2.9.2	Homestake Silver	1-17
		1.2.10	Mineral Resources		1-18

	1.3	Authors			1-19
2	INTRODUCTION				2-1
	2.1	SOURCES OF INFORMATION			2-2
		List of abbreviations			2-3
3	RELIANCE ON OTHER EXPERTS				3-1
4	PROPERTY DESCRIPTION AND LOCATION				4-1
	4.1	Location, property dimensions			4-1
	4.2	Land Tenure			4-1
5	ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY				5-1
	5.1	Accessibility			5-1
	5.2	Climate			5-1
	5.3	Local Resources			5-2
	5.4	Infrastructure			5-4
	5.5	Physiography			5-4
6	HISTORY				6-1
7	GEOLOGICAL SETTING AND MINERALIZATION				7-1
	7.1	Regional Geology			7-1
	7.2	Local Geology			7-4
	7.3	Property Geology			7-7
	7.4	Mineralization			7-12
		7.4.1	Homestake Zone		7-12
			7 .4.1.1	Main Homestake Deposit	7-12
			7.4.1.2	Homestake Silver	7-13
		7.4.2	South Reef		7-13
		7.4.3	Vanguard Cu and Au Zones		7-14
		7.4.4	Sericite Zone (Gold Reef, Fox Reef)		7-14
		7.4.5	Dilly and Dilly West Zones		7-14
		7.4.6	North Homestake Zone (North Dome)		7-15

8	DEPOSIT TYPES			8-1
9	EXPLORATION			9-1
	9.1	Historic Exploration		9-1
	9.2	Homestake Resource Corporation Exploration		9-3
		9.2.1	2003 Exploration	9-3
		9.2.2	2004 Exploration	9-3
		9.2.3	2005 Exploration	9-3
		9.2.4	2006 Exploration	9-4
		9.2.5	2007 Exploration	9-4
		9.2.6	2008 Exploration	9-4
		9.2.7	2009 Exploration	9-5
		9.2.8	2010 Exploration	9-5
		9.2.9	2011 Exploration	9-5
		9.2.10	2012 Exploration	9-6
10	DRILLING			10-1
	10.1	Homestake Resource Drilling		10-3
		10.1.1	2003 Drilling	10-3
		10.1.2	2005 Drilling	10-3
		10.1.3	2006 Drilling	10-3
		10.1.4	2007 Drilling	10-4
		10.1.5	2008 Drilling	10-4
		10.1.6	2009 Drilling	10-4
		10.1.7	2010 Drilling	10-5
		10.1.8	2011 Drilling	10-5
		10.1.9	2012 Drilling	10-6
11	SAMPLE PREPARATION, ANALYSES AND SECURITY			11-1
	11.1	Historic Sampling		11-1
	11.2	Homestake Resource Corporation Sampling		11-1

iii

	11.3	Assaying of Drillcore			11-3
		11.3.1	2003 to 2006 Procedure		11-3
		11.3.2	2007-2008 Procedure		11-3
		11.3.3	2009-12 Procedure		11-4
12	DATA VERIFICATION				12-1
	12.1	QA/QC PROTOCOLS			12-3
		12.1.1	QA/QC Protocols 2003 - 2006		12-3
		12.1.2	QA/QC Protocols 2007-2008		12-3
		12.1.3	QA/QC Protocols 2009 –2010		12-4
		12.1.4	QA/QC Protocols 2011-2012		12-4
	12.2	QA/QC RESULTS			12-5
		12.2.1	QA/QC Results 2003 to 2009 (From Rennie, 2011)		12-5
			12.2.1.1	Blanks	12-5
			12.2.1.2	Standards	12-6
			12.2.1.3	Core Duplicates	12-7
			12.2.1.4	Check Assays (Pulp Duplicates)	12-7
			12.2.1.5	Metallic Screen Assays	12-7
		12.2.2	QA/QC Results 2010 (From Rennie, 2011)		12-8
			12.2.2.1	Blanks	12-8
			12.2.2.2	Standards	12-8
			12.2.2.3	Core Duplicates	12-9
			12.2.2.4	Pulp Duplicates	12-9
		12.2.3	QA/QC Results 2011-12		12-9
			12.2.3.1	Blanks	12-9
			12.2.3.2	Standards	12-10
			12.2.3.3	Core Duplicates	12-15
			12.2.3.4	Pulp Duplicates	12-15
	12.3	Data Verification			12-16

13	MINERAL PROCESSING AND METALLURGICAL TESTING				13-1
	13.1	Metallurgical Testing			13-1
		13.1.1	Main Homestake Deposit		13-1
			13.1.1.1	Samples	13-1
			13.1.1.2	Results	13-3
			13.1.1.3	Mineralogy	13-4
			13.1.1.4	Gravity Concentration	13-5
			13.1.1.5	Flotation	13-5
			13.1.1.6	Cyanidation	13-7
			13.1.1.7	Tailings Environmental Testing	13-8
	13.1.2	Homestake Silver Deposit			13-9
14	MINERAL RESOURCE ESTIMATE				14-1
	14.1	Summary			14-1
	14.2	Database			14-4
	14.3	Wireframe Models			14-4
	14.4	Sample Statistics			14-6
	14.5	Cutting of High Assays			14-8
	14.6	Compositing			14-13
	14.7	Geostatistics			14-15
	14.8	Search Parameters			14-17
	14.9	Bulk Density			14-19
	14.10	Block Models			14-21
	14.11	Validation			14-23
	14.12	Classification			14-27
	14.13	Cut-off Grade			14-28
	14.14	Comparison To Previous Estimates			14-30
	14.15	Other Considerations			14-33
15	MINERAL RESERVE ESTIMATE				15-1

16	ADJACENT PROPERTIES		16-1
	16.1	Dolly Varden Resources	16-1
	16.2	Kinskuch Property	16-2
	16.3	Avanti Mining Inc.	16-3
17	OTHER RELEVANT DATA AND INFORMATION		17-1
18	INTERPRETATION AND CONCLUSIONS		18-1
19	RECOMMENDATIONS		19-1
	19.1	Recommended Exploration Work	19-1
20	REFERENCES		20-1
21	DATE AND SIGNATURE PAGE		21-1
22	CERTIFICATE OF QUALIFIED PERSON		22-1
	Robert W. J. Macdonald		22-1
	David W. Rennie		22-3
23	APPENDIX 1		I
	Mineral Titles		I
APPENDIX 2			III
	Mineral Resource Tables		III
APPENDIX 3			VIII
	Wireframes and Rock Codes		VIII
APPENDIX 4			XII
	Sample Statistics, Histograms and Probability Plots		XII
APPENDIX 5			XVI
	Composite Statistics, Histograms and Probability Plots		XVI
APPENDIX 6			XIX
	Cross Sections		XIX
APPENDIX 7			XXV
	Level Plans		XXV

L IST O F T ABLES

Table 1-1	Mineral Resources to December 31, 2012	1-2
TABLE 1-2	Proposed eXPLORATION BUDGET	1-6
Table 6-1	mineral resources – march 31, 2010	6-4
Table 6-2	mineral resources – december 31, 2010	6-5
Table 7-1	local analogous deposits	7-5
Table 9-1	Historic Exploration	9-2
Table 12-1	Reference Standards	12-2
Table12-2	Standards - 2011/12 Drilling at Homestake Ridge Property	12-11
Table 13-1	Composite Sample Analysis	13-2
Table 13-2	Composite HR Locked Cycle Test Results	13-6
Table 13-3	Composite SZ Locked Cycle Test Results	13-7
Table 13-4	hs composite assay head grade	13-9
Table 13-5	75µm lct metallurgical projection	13-10
Table 13-6	Recovery of Gold and Silver, Gravity + Leach vs. Gravity + Flotation	13-11
Table 14-1	Mineral Resources to December 31, 2012	14-3
Table 14-2	Sample Statistics	14-7
Table 14-3	Top Cuts	14-12
Table 14-4	Effect of Top Cuts	14-13
Table 14-5	Composite Statistics	14-15
Table 14-6	Variography	14-17
Table 14-7	Bulk Density	14-20
Table 14-8	Block Model Geometries	14-21
Table 14-9	Cross-Validation Results	14-25
Table 14-10	Comparison of Mean Composite and Block Grades	14-26
Table 14-11	Comparison of 2010 and 2012 Mineral Resource Estimates	14-30
Table 18-1	Mineral Resources to December 31, 2012	18-1
TABLE 19-1	PROPOSED EXPLORATION BUDGET	19-2
Table A1-1	Mineral tenure	II

vii

L IST O F F IGURES

Figure 4-1	Property location map (modified from rennie, 2011)	4-3
Figure 4-2	Claim Map (Crown grants are in blue)	4-4
Figure 5-1	Regional Infrastructure	5-3
Figure 7-1	Terranes of the cordillera (from folk, 2009)	7-3
Figure 7-2	Local geology	7-6
Figure 7-3	Property Geology	7-11
Figure 10-1	DRILLHOLE Locations	10-7
Figure 12-1	Au Values - standard cdn-gs-13a for 2011/12 drilling	12-12
Figure 12-2	Au moving average - standard cdn-gs-13a for 2011/12 drilling	12-13
Figure 12-3	%RSD - standard cdn-gs-13a for 2011/12 drilling	12-13
Figure 12-4	Ag Values - standard cdn-me-5 for 2011/12 drilling	12-14
Figure 12-5	Scatter plots - core duplicate pairs for au ag and cu	12-15
Figure 12-6	Scatter plots - original assays with the check pulp assays for au and ag	12-16
Figure 14-1	MZ Wireframes (View looking Southwest)	14-5
Figure 14-2	HS Wireframes (View Looking North)	14-5
Figure 14-3	SR Wireframes (View Looking North)	14-6
Figure 14-4	Example Cutting Curve	14-10
Figure 14-5	Example Decile Plot	14-11
Figure 16-1	Adjacent Properties	16-4

viii

1	Summary

1.1

Executive Summary

On September 7, 2016, Auryn Resources Inc. (Auryn ) completed a plan of arrangement to acquire 100% of the issues and outstanding common shares of Homestake Resource Corporation (Homestake). Homestake Resource Corporation is the owner of the mineral tenures comprising the Homestake Ridge project. Homestake is now a wholly-owned subsidiary of Auryn and this technical report has been readdressed to reflect this.

In 2012 Homestake Resource Corporation, formerly Bravo Venture Group Inc. and Bravo Gold Corp., prepared an update of the Mineral Resource estimate on the Homestake Ridge Project, near Stewart, BC. The estimate work was carried out under contract by Roscoe Postle Associates Inc. (RPA). Robert Macdonald, MSc, P.Geo., QP for the Homestake Ridge project, was the primary author of this report. Mr. Macdonald visited the property from August 22 to August 25, 2012, and again from September 23 to September 27, 2012.

The project is located within the Iskut-Stewart-Kitsault Belt approximately 32 km north-northwest of the tidewater communities of Alice Arm and Kitsault, BC, with road access within four kilometres. The Homestake Ridge property comprises 28 mineral claims and seven crown grants for a total area of 3,617 ha in the Skeena Mining Division with specific claims subject to a 2% net smelter return (NSR). The property is underlain by Hazelton Group rocks, a complex sequence of lower to middle Jurassic sedimentary, volcanic and intrusive rocks. The Main Homestake, Homestake Silver and South Reef deposits are hosted in lower Hazelton volcanic and sedimentary stratigraphy.

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 (ID ³ ) 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. Summaries of the current Mineral Resource estimates are provided in Table 1-1.

1-1

TABLE 1-1 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)	(Moz)	(g/t)	(Moz)	(%)	(Mlb)
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

1-2

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.

1.1.1

Interpretation and Conclusions

Homestake has updated the Mineral Resource estimate for the Homestake Ridge Project. The update incorporated the most recent drilling results and geological interpretations of the mineralized zones. Table 1-1 summarizes the estimate of Mineral Resources at an $85/t NSR cut-off. Homestake draws the following conclusions:

	•	The recent diamond drilling, logging, sampling and assaying have been carried out in a manner consistent with industry best practice.

	•	The core handling and sample security protocols employed by Homestake are consistent with industry best practice.

	•	Homestake applied independent assay QA/QC protocols that were appropriate and consistent with common industry practice.

1-3

	•	The assay database for the Homestake Ridge Project is reasonably free of errors and appropriate for use in estimation of Mineral Resources. The samples are representative of the deposit.

	•	Based on the results of metallurgical test work completed to date, the expected recoveries from a combined gravity/flotation processing plant would be: 85% – 93% for gold; 75% – 88% for silver; 85% – 90% for copper.

	•	The wireframe models constructed for HM have done a reasonably good job of segregating the various zones (domains) within the deposit. The sample statistics show that there are still multiple populations within some of the domains. In RPA’s opinion, this may be due to higher grade zones within the relatively lower grade wireframes. Additional interpretive work may be able to segregate these higher- grade domains, which would result in more robust grade interpolations.

	•	A Net Smelter Return (NSR) cut-off value of US$85/t was used to select blocks to be included in the Mineral Resources. The NSR cut-off value was derived for each block in the models from the interpolated grades and used provisions for treatment charges, refining costs, transportation and a 2% NSR royalty. The cost cut-off was derived from preliminary engineering evaluations conducted by Homestake as well as from RPA’s experience with similar projects

	•	The updated Mineral Resource estimate returned a significant increase in Inferred Mineral Resources along with a decrease in Indicated Mineral Resources when compared to the previous 2010 Mineral Resource estimate. The current updated Mineral Resource estimate was influence by a number of factors including:

	o	the identification of new mineral resources through additional drilling;

	o	optimization of the block models to 3D wireframes at 2g/t AuEq cut-offs;

	o	the difference in cut-off method applied (NSR versus gold equivalent); and

	o	higher metal prices

1-4

There continues to be the potential for discovery of additional Mineral Resources at Homestake Ridge.

1.1.2

Recommendations

Homestake makes the following recommendations:

	•	Additional interpretive work should be conducted on the wireframe models to isolate high and low grade portions of the existing zones and segregate them from one another.

	•	A Preliminary Economic Assessment should be undertaken to determine if the project is potentially viable.

	•	Additional exploration work should be carried out to increase the Mineral Resources for the project.

1.1.2.1

Recommended Exploration Work

Homestake geologists are of the opinion that 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

	•	the area on-strike and to the northwest of the presently defined South Reef deposit.

A budget has been prepared by Homestake comprising additional surface work and sampling, an additional 6 line-kilometres of ground IP geophysics and 5,000 metres of diamond drilling. Drilling will target lateral northwest and southeast extensions South Reef deposit and several additional targets within the Upper Hazelton stratigraphy throughout the property. The budget is summarized in Table 1-2.

1-5

TABLE 1-2 PROPOSED EXPLORATION BUDGET
Homestake Ridge Project

	C$
Personnel	300,000
Project Management and Database	75,000
Geochemical Surveying	100,000
IP Surveys	80,000
Drilling (includes fuel, pads and surveying)	750,000
Transportation (included helicopters and fuel)	545,000
Accommodations and Food	250,000
Miscellaneous (includes road maintenance)	150,000
Equipment Rentals	50,000

Subtotal	2,300,000
Contingency (+10%)	230,000
Total	2,530,000

1.2

Technical Summary

1.2.1

Property Description and Location

The Homestake Ridge Project covers 3,617 ha and is located 32 km southeast of Stewart, BC, and approximately 32 km north-northwest of the tidewater communities of Alice Arm and Kitsault, BC. The property is approximately five kilometres north of the Dolly Varden silver camp on NTS (National Topographic System) maps 103/P12 (1:250,000 scale) and 102/P13 (1:50,000 scale). It is centred on 55° 45' 12.6" N latitude and 129° 34' 39.8" W longitude on TRIM (Terrain Resource Integrated Management) maps 103P072 and 103P073 and lies within Zone 9 of the UTM projection using the NAD83 datum.

1.2.2

Land Tenure

The property comprises 28 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 2% NSR, with some claims requiring annual royalty payments.

1-6

Homestake Resource Corp. has earned a 100% interest in 14 Homestake Ridge mineral claims through their option from Teck Cominco Limited, now Teck Resources (Teck). Teck failed to exercise back-in rights in 2008 but retains a 2% NSR, 1% of which may be purchased at a future date for C$1.0 million. Two other claims (Cambria 1 and Cambria 2) are subject to a 2% NSR, 1% of which may be purchased for C$1.0 million. The seven crown grants are subject to 2% NSR and an annual minimum royalty of C$50,000 starting in December 2010. The Millsite Claim and nine additional MTO claims were purchased in 2009. Each vendor retains an independent 2% NSR.

On September 4, 2012, Homestake entered into a property option agreement with Agnico-Eagle Mines Limited (AEM) for the continued exploration and development of the Homestake Ridge Project. Under the terms of the agreement, AEM had the option to earn up to 65% interest in the Homestake Ridge Project with the staged expenditure of $25.3 million over 5 years.

In December 2012, two additional claims adjoining the property to the south, totalling 1032ha were staked by Homestake Resource Corporation. These claims were handed over to AEM as part of the option agreement dated September 4 ^th 2012 and thus became part of the property. No work has been completed on these claims.

AEM can expend $10.3 million by December 31, 2014 to earn a 51% interest in the Homestake Ridge Project with $1.8 million of expenditures as a firm commitment to be spent by December 31, 2012. Upon earning 51% interest AEM can elect to earn an additional 14% by expending a further $15 million by December 31, 2016. AEM will have the additional option, at any time thereafter, to further increase its ownership interest by an additional 5% by arranging Homestake’s proportionate share of production financing to be repaid by Homestake from 80% of its cash flow from operations. AEM expenditures can be in the form of exploration expenditures or in direct payments to Homestake.

On September 2, 2014, Homestake received notice from AEM of its intention to let lapse its option to earn an initial 51% interest in the Homestake Ridge property in northwestern British Columbia, with Homestake retaining 100% ownership of the property.

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1.2.3

Accessibility, Climate, Local Resources, Infrastructure and Physiography

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.

1.2.4

History

In 1939, the property was optioned by British Lion Mines Ltd (British Lion). British Lion conducted extensive trenching and excavated two (Smith and Myberg) adits, shipping 8.0 tonnes of selected ore that returned 1,120 g Au, 1,617 g Ag, 63.5 kg Pb, 303 kg Zn and 599 kg Cu on the Homestake group of claims. This is the only known production from the property.

1-8

In 1947, a cross-cut adit was begun on the Nero claim (operator unknown) that formed part of the Vanguard group. Work continued until the early 1950s when the claims were abandoned.

In 1964, Dwight Collison of Alice Arm staked the area, conducted surface trenching and limited underground work, and drilled seven holes to an aggregate depth of 58.2 m, on the Lucky Strike and Cascade claims which make up part of the Homestake group. In 1966, Canex Aerial Exploration Ltd. undertook an exploration program and in 1967, Amax Exploration conducted and extended examination of the Vanguard group.

In 1979, Newmont Exploration of Canada Ltd. (Newmont) optioned part of the property, which excluded the original Homestake and Vanguard claims and targeted near surface massive sulphides. Newmont terminated the option in late 1980. Caulfield Resources Ltd. explored over the Vanguard group in 1981, but no subsequent work was done.

Homeridge Resources Ltd. optioned the property in 1984, but no work was done. The claims were allowed to lapse in 1986, were restaked and optioned to Cambria Resources Ltd., which did geological mapping, lithogeochemical sampling, trenching and 4.3 line km of Induced Polarization (IP) and resistivity surveys.

The ground was optioned to Noranda Exploration Company Limited (Noranda). Between 1989 and 1991, Noranda consolidated ground by optioning more area including the Cambria, Homestake, and Vanguard claims. Geological mapping and geophysical surveys were conducted and twelve diamond drillholes were cored with an aggregate depth of 1,450.05m.

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).

1-9

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) .

During 2012, 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.

1-10

1.2.5

Geology

1-11

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.

1.2.6

Deposit Model

1.2.7

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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1.2.7.1

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.

1.2.7.2

Main Homestake Deposit

1.2.7.3

Homestake Silver Deposit

1.2.7.4

South Reef

1-13

1.2.7.5

Vanguard Cu and Au Zones

1.2.7.6

Sericite Zone (Goldreef and Fox Reef)

1.2.7.7

Dilly and Dilly West Zones

1.2.7.8

North Homestake Zone (North Dome)

1.2.8

Exploration

Exploration prior to the acquisition of the property by Homestake Resource Corp. is detailed under History.

1-14

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.

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.

During 2012, Homestake completed 13 drill holes. The program consisted of two phases, with the second phase being funded by Agnico-Eagle Mines Limited ("Agnico-Eagle"). 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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1.2.9

Mineral Processing and Metallurgical Testing

1.2.9.1

Main Homestake

Four different samples were created from quartered drill core to spatially represent the different zones of the deposit. An additional composite sample was created from three of the subsamples (Composite HR). Samples were subjected to a number of different processing options.

The initial work was focused on the Composite HR sample. A composite was made from five drillholes from the Homestake Silver Zone, but results were higher than what was expected to be mined. The initial assessment of four flowsheet options suggests that recovery of a combined gravity/flotation concentrate for sale to a smelter would be the simplest process and may prove the most economical, thus being the best option to pursue for future test work.

The sulphides within the Composite HR comprised 92% pyrite. Chalcopyrite accounts for 91% of the copper, with an additional 4.2% derived from tetrahedrite. Analysis indicates that liberation will require fine grinding with the D50 size being 50 microns for pyrite and 45 microns for chalcopyrite.

1-16

Gold deportment shows gold is present as free particles, attached or locked in, particles of pyrite and silicate minerals. Gold grains up to 100 microns in size were observed. Silver is present as native silver, electrum, kustelite, hessite, silver tetrahedrite, acanthite, pyrargyrite, and as an alloy with antimony. Silver tends to be locked up to a greater degree than gold.

Three samples were ground to 165 micron P80 and tested for gravity concentration. Gold recovery ranged from 23% to 37%, while silver recovery was 7% to 11%. The concentrate assayed on average 780 g/t Au. It is expected that approximately 35% of the gold and 20% of the silver could be recovered in the gravity circuit.

Flotation test conducted on gravity tailings and results indicates that there is little impact on performance from varying grind size. Two Locked Cycle Tests produced an average recovery of 85.5% for gold, 88.8% for silver, and 95.6% for copper. However, further work will be required to assess metallurgical performance and improve concentrate grade.

Eight cyanidation tests were performed indicating an average of 87% cyanide gold extraction from Composite HR gravity tails with a 48 hour leach time. Tests indicate that additional recovery is likely too low to be economic.

Environmental testing indicates the Composite HR tailing sample has a relatively high acid neutralizing potential and a very low potential for acid generation.

1.2.9.2

Homestake Silver

One master composite was submitted for characterization and as well as gravity, flotation and cyanide testing.

Gravity concentration (Knelson concentrator followed by Mozley table) at a grind size of 75 μm recovered 54% of the gold and 21% of the silver from the whole ore.

A series of four batch cleaner tests was completed on the gravity tailings. The combination of gravity and flotation demonstrated the ability to recover 92% of the gold and 88% of the silver in the sample tested. Gold and silver recoveries from the gravity and locked cycle test are 93% and 88%, respectively. Overall, the locked cycle test gave comparable results to the batch cleaner test.

1-17

A total of seven cyanidation bottle roll tests were performed on the gravity tailings. Gold recoveries after 48 hours of leaching ranged from 84 to 88% and silver recoveries ranged from 70 to 88%

The testwork demonstrates that gravity followed by flotation (LCT1) gave the best overall recovery for both gold (93%) and silver (88%). Finally, leaching tests were performed on gravity concentrate as well as rougher flotation concentrate. 93% of the gold and 48% of the silver in the gravity concentrate can be recovered through leaching. In the case of the rougher flotation concentrate, 84% of the gold and 68% of the silver can be recovered through leaching

1.2.10

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 (ID ³ ) 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).

1-18

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.

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.

Compared to the 2011 estimate, there was a significant increase in the Inferred Mineral Resources, along with a decrease in Indicated Mineral Resources. Overall metal contents have increased in the Inferred category, despite a reduction of silver grade.

1.3

Authors

This report has been prepared by Robert Macdonald, VP Exploration, Homestake Resource Corp and David W. Rennie, Principal Geologist, RPA.

David W. Rennie, P. Eng., Principal Geologist for RPA, produced an updated Mineral Resource Estimate based upon data provided to him by Homestake Resource Corp, and is responsible for part of Sections 1, 18 and 19 and all of Section 14, as well as the related Appendices.

Robert Macdonald, P.Geo., as QP for the project has overseen exploration and work on the Homestake Ridge property from 2003 to 2013 and is responsible for the remaining sections and overall preparation of the report.

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2	Introduction

On September 7, 2016, Auryn completed a plan of arrangement to acquire 100% of the issues and outstanding common shares of Homestake Resource Corporation (Homestake), formerly Bravo Venture Group Inc. and Bravo Gold Corp. Homestake is the owner of the mineral tenures comprising the Homestake Ridge project. Homestake is now a wholly-owned subsidiary of Auryn Resources Inc. (“Auryn” or the “Company”)_ and this technical report was readdressed to reflect this.

In 2012, Roscoe Postle Associates Inc. (RPA) was retained by Homestake Resource Corporation (Homestake), a wholly–owned subsidiary of Auryn Resources Inc. (AUG), to prepare an update of the Mineral Resource estimate on the Homestake Ridge Project, near Stewart, BC. This June 2013 Technical Report conforms to National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) as an update of an earlier Mineral Resource Estimate of the property dated May 20 ^th 2011. Robert Macdonald, MSc, PGeo, QP for the Homestake Ridge project, is the primary author of this report. Mr. Macdonald visited the property from August 22 to August 25, 2012, and again from September 23 to September 27, 2012.

Auryn Resources Inc. is an exploration company focused on the acquisition, exploration and development of mineral resource properties. Auryn’s principle mineral property is the Committee Bay gold project located in Nunavut Canada. The Company was incorporated under the British Columbia Business Corporations Act on June 9, 2008 under the name Georgetown Capital Corp. Subsequently on October 15, 2013, the Company changed its name to Auryn Resources Inc. and is a reporting issuer in the provinces of British Columbia and Alberta. The Company is listed on the TSX Venture Exchange (“the Exchange”) as a Tier 2 mining issuer, and its shares trade under the symbol AUG.V. The Company’s principal business activities include the acquisition, exploration and development of resource properties.

Homestake’s principal assets are the project’s claims and the mineral resources contained therein. The project is favourably located within the Iskut-Stewart-Kitsault Belt approximately 32 km north-northwest of the tidewater communities of Alice Arm and Kitsault, BC, with road access within four kilometres. The prospective Silver Basin project, located approximately 14 km to the southeast of Homestake Ridge, is another material asset.

RPA has had prior involvement with the Project’s Mineral Resource estimates, as well as preparation of two NI 43-101-compliant Technical Reports issued June 28, 2010 and May 20, 2011.

2-1

2.1

SOURCES OF INFORMATION

In the Capacity of QP of the Homestake Project, the principal author, Robert Macdonald, oversaw the work of Bruno Kasper, Project Manager and Colin Hamilton, geologist. Concepts, ideas and project planning were discussed and reviewed with Joe Kizis, President, Homestake Resource Corporation.

The documentation reviewed, and other sources of information, are listed at the end of this report in Section 20, References.

2-2

LIST OF ABBREVIATIONS

Units of measurement used in this report conform to the SI (metric) system. All currency in this report is US dollars (US$) unless otherwise noted.

µ	micron	kPa	kilopascal

°C	degree Celsius	kVA	kilovolt-amperes

°F	degree Fahrenheit	kW	kilowatt

µ g	microgram	kWh	kilowatt-hour

A	ampere	L	litre

a	annum	L/s	litres per second

bbl	barrels	m	metre

Btu	British thermal units	M	mega (million)

C$	Canadian dollars	m ²	square metre

cal	calorie	m ³	cubic metre

cfm	cubic feet per minute	min	minute

cm	centimetre	MASL	metres above sea level

cm ²	square centimetre	mm	millimetre

d	day	mph	miles per hour

dia.	diameter	MVA	megavolt-amperes

dmt	dry metric tonne	MW	megawatt

dwt	dead-weight ton	MWh	megawatt-hour

ft	foot	m ³ /h	cubic metres per hour

ft/s	foot per second	opt, oz/st	ounce per short ton

ft ²	square foot	oz	Troy ounce (31.1035g)

ft ³	cubic foot	oz/dmt	ounce per dry metric tonne

g	gram	ppm	part per million

2-3

G	giga (billion)	psia	pound per square inch absolute

Gal	Imperial gallon	psig	pound per square inch gauge

g/L	gram per litre	RL	relative elevation

g/t	gram per tonne	s	second

gpm	Imperial gallons per minute	st	short ton

gr/ft ³	grain per cubic foot	stpa	short ton per year

gr/m ³	grain per cubic metre	stpd	short ton per day

hr	hour	t	metric tonne

ha	hectare	tpa	metric tonne per year

hp	horsepower	tpd	metric tonne per day

in	inch	US$	United States dollar

in ²	square inch	USg	United States gallon

J	joule	USgpm	US gallon per minute

k	kilo (thousand)	V	volt

kg	kilogram	W	watt

km	kilometre	wmt	wet metric tonne

km/h	kilometre per hour	yd ³	cubic yard

km ²	square kilometre	yr	year

2-4

3	Reliance on Other Experts

The information, conclusions, opinions, and estimates contained herein are based on:

	•	Information available to the at the time of preparation of this report,

	•	Assumptions, conditions, and qualifications as set forth in this report, and

	•	Data, reports, and other information supplied by Homestake Resource Corporation and other third party sources.

Except for the purposes legislated under provincial securities laws, any use of this report by any third party is at that party’s sole risk.

3-1

4	Property Description and Location

4.1

Location, property dimensions

The Homestake Ridge Project covers 3,617 ha and is located 32 km southeast of Stewart, BC, and approximately 32 km north-northwest of the tidewater communities of Alice Arm and Kitsault, BC (Figure 4-1). The property is approximately five kilometres north of the Dolly Varden silver camp on NTS (National Topographic System) maps 103/P12 (1:250,000 scale) and 102/P13 (1:50,000 scale). It is centred on 55° 45' 12.6" N latitude and 129° 34' 39.8" W longitude on TRIM (Terrain Resource Integrated Management) maps 103P072 and 103P073 and lies within Zone 9 of the UTM projection using the NAD’83 datum.

4.2

Land Tenure

The Homestake Ridge property comprises 28 mineral claims and seven Crown grants for a total area of 3,617 ha in the Skeena Mining Division. The Crown grants include surface rights, while the mineral claims do not. There are no permanent structures on the property and all land is owned by the Crown.

Specific claims are subject to a 2% net smelter return (NSR), with some claims requiring annual royalty payments. Details of all encumbrances are given below. Land tenure is summarized in Appendix 1.

Homestake has earned a 100% interest in 14 Homestake Ridge mineral claims through an option from Teck Cominco Limited, now Teck Resources (Teck). Bravo Gold satisfied the terms of the agreement, dated June 2003, by issuing 200,000 shares of Homestake (then Bravo Ventures Group Inc.) and spending in excess of C$3.0 million on exploration and development (Folk and Makepeace, 2007). Teck failed to exercise back-in rights in June 2008 that would have seen it re-acquire 60% ownership of the claims. However, Teck retains a 2% NSR on the property, 1% of which may be bought at a future date for C$1.0 million (Knight and Macdonald, 2010).

4-1

Mineral claims Cambria 1 and Cambria 2 are subject to a 2% NSR, 1% of which may be bought at a future date for C$1.0 million.

To purchase the Crown grant claims, Homestake paid C$210,000, issued 400,000 common shares, and expended the required minimum C$1.25 million on exploration and development on the claims. The claims are subject to a 2% NSR and annual minimum royalty of $50,000 starting December 2010 together with the obligation to issue 200,000 shares of Bravo Gold upon commencement of commercial production from the claims.

The historic Tip Top grant is no longer a valid Crown grant. Ambiguities surrounding the locations of the grant lead to the “Tip Top Gap”. This situation has been ameliorated by the optioning of additional mineral claims detailed below.

In 2009, Bravo Gold entered into two agreements to purchase additional mineral claims. The Millsite Claim is a Crown grant purchased for C$20,000 cash and 100,000 shares of Bravo Gold, with the vendor retaining a 2% NSR. In addition, nine MTO (Mineral Titles Online) claims were acquired in a separate transaction. Three of these claims partially overlie the 18 ha of the reverted Tip Top Crown grant and bring all claims internal to the Homestake Ridge property boundary under Bravo Gold’s ownership. The nine claims were purchased for $50,000 cash and 100,000 common shares, with the vendor retaining a 2% NSR.

By expending $10.3 million by December 31, 2014, AEM was entitled to earn a 51% interest in the Homestake Ridge Project with $1.8 million of expenditures as a firm commitment to be spent by December 31, 2012. Upon earning 51% interest AEM could then elect to earn an additional 14% by expending a further $15 million by December 31, 2016. AEM had the additional option, at any time thereafter, to further increase its ownership interest by an additional 5% by arranging Homestake’s proportionate share of production financing to be repaid by Homestake from 80% of its cash flow from operations. AEM expenditures could be in the form of exploration expenditures or in direct payments to Homestake.

4-2

AEM met the spending requirements for 2012 and assumed project management of the property in January 2013 as per the Option Agreement.

The claim boundaries are shown in Figure 4-2.

FIGURE 4-1 PROPERTY LOCATION MAP (MODIFIED FROM RENNIE, 2011)

4-3

FIGURE 4-2 CLAIM MAP (CROWN GRANTS ARE IN BLUE)

4-4

5	Accessibility, Climate, Local Resources, Infrastructure and Physiography

5.1

Accessibility

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. By road, the town of Kitsault is accessible from both north and south, travelling north along BC Provincial Highway 113 from Terrace or south via Highway 113 where it intersects BC Provincial Highway 37 at Cranberry Junction. Once at Kitsault, a boat/barge can be taken to the community of Alice Arm. An upgraded tractor trail runs 32 km up the Kitsault River valley from Alice Arm to four kilometres from the south end of the property. Dubbed the Kitsault River road, it follows an old rail bed that was initially constructed to service the Dolly Varden silver mine. From the tractor trail, overgrown mule trails lead to the historic workings of the Vanguard and Homestake areas of the property.

5.2

Climate

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. Climate data derived from the closest monitoring station (Nass Camp) indicates that temperatures range from an average low of -6.6°C in January to an average high of 21.6°C in July. The mean temperature for the year is 5.3°C.

The area receives 1,065 mm of precipitation each year (expressed in mm of water). Rainfall peaks in October with 165 mm. Snowfall is highest in December and January when accumulations are 92 cm and 91 cm respectively. The property is reported to be covered in snow from late September to late June (Bryson, 2007). Precipitation and heavy fog often impact on airborne access to the property.

5-1

Subalpine forests, comprised of fir, hemlock, spruce, and cedar cover the eastern and southern portions of the property at lower elevations. The property overlays a south-southeast trending ridge at the headwaters of the Kitsault River and the lower portions of the Kitsault and Little Kitsault Glaciers. East of this ridge, subalpine forest are broken up by a large slide area that is covered by slide alder, grass, and lichen. The upper slopes are populated by alpine grass, moss, and lichen with intermittent patches of dwarf alpine spruce (Knight and Macdonald, 2010).

5.3

Local Resources

The Project is located north of the historic mining towns of Kitsault and Alice Arm. Both towns are located at Alice Arm, a branch of the Observatory Inlet and part of the Portland inlet system which hosts Canada’s most northerly, ice-free, deep sea port (Stewart). The legacy of mining in the area has left a network of roads, utilities, right of ways and historic camps. The rich mining history of the area includes silver production from the Dolly Varden mine, molybdenum from the Kitsault mine, and, 22 km to the southwest of the project area, the Hidden Creek mine and mill in Anyox that produced copper. Significant lead, zinc, and gold were also produced from past operations.

Confederation Power Hydro Limited Partnership (Confederation), now Sprott Power Corp. (Sprott Power) initiated development of six hydroelectric projects in the Upper Kitsault Valley. To facilitate the construction, roads and bridges are being upgraded in that area. Alice Arm will see three “run-of-river” constructed within 15 km of the town. Sprott Power is also redeveloping shutdown hydroelectric utilities in the area including the Kitsault dam and powerhouse. The Government of British Columbia has announced the resurfacing of 18 km of Highway 113, which will improve access to Kitsault from Terrace. Regional infrastructure is shown in Figure 5-1.

5-2

FIGURE 5-1 REGIONAL INFRASTRUCTURE

Labour and supplies for the project can be brought in from Terrace, which lies 185 km to the south, along Highway 113. Terrace has a population of 12,109 (2001 census) and hosts wide range of supplies, services, and trained labour. Terrace is serviced by three air carriers with daily scheduled flights. Stewart with 661 people (2001 census) is located 240 km, by road, from Kitsault. Stewart is well serviced, has trained labour with mining expertise, and hosts a deep-sea port that has been used for shipping ore and concentrate from other mines. Kitwanga, 180 km by road from Kitsault, lies on the Canadian National Railway mainline and Trans-Canada Highway 16. Like Stewart, Kitwanga has served as a shipping centre for mineral ores and concentrates. Mining is supported in the local communities and, historically, companies have been able to form productive joint venture partnerships with local First Nations.

5-3

5.4

Infrastructure

There are no permanent structures on the property. Seasonal camp facilities are set up annually.

5.5

Physiography

With the exception of the subalpine plateau at the south end of the property, the topography is steep. In places the relief is precipitous and poses a challenge for exploration work. Elevations in the area range from 430 MASL at the Kitsault River to 1,780 MASL at the ice covered ridgeline. Property elevations vary from 860 MASL to 1300 MASL (Kasper and Metcalfe, 2004).

5-4

6	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. Claims were first staked at the Homestake group between 1914 and 1917 and, in 1918, the claims were bonded to the Mineral Claims Development Company (MCDC). MCDC was reorganized into the Homestake Mining and Development Company (Homestake Development) in 1921. Limited surface and underground work was done on the property. In 1925, the claims were given “Crown Grant” status. In 1926, Homestake Development and three other groups bonded to the interests of C. Spencer. The option was abandoned, with no further work being done on the property (Knight and Macdonald, 2010).

In 1939, the property was optioned by a Vancouver syndicate that became British Lion Mines Ltd. (British Lion). British Lion conducted extensive trenching and excavated two (Smith and Myberg) adits, shipping 8.0 tonnes of selected ore that returned 1,120 g Au, 1,617 g Ag, 63.5 kg Pb, 303 kg Zn, and 599 kg Cu on the Homestake group of claims (Bryson, 2007). This is the only known production from the property.

Because of the outbreak of World War II little work was done until 1947 when a cross-cut adit was begun on the Nero claim that formed part of the Vanguard group. Work continued, intermittently, on the cross-cut until the early 1950’s. The claims were abandoned (Folk and Makepeace, 2007).

In 1964, Dwight Collison of Alice Arm staked the area and conducted surface trenching, limited underground work and drilled seven holes to an aggregate depth of 58.2 m, on the Lucky Strike and Cascade claims which comprise part of the Homestake group (Knight and Macdonald, 2010).

In 1966, Canex Aerial Exploration Ltd. (Canex) undertook a program of prospecting, geochemical sampling, electromagnetic (EM) surveying, and chip sampling in the Vanguard area. The next year, 1967, Amax Exploration conducted and extended examination of the Vanguard group but did not return (Folk and Makepeace, 2007). Dwight Collison died in 1979.

6-1

In 1979, Newmont Exploration of Canada Ltd. (Newmont) optioned part the property, known as the Wilberforce group, from Collison’s widow, Ruby Collison. The Wilberforce group excluded the original Homestake and Vanguard claims. Newmont explored for near surface, massive sulphides conducting magnetometer and Max-Min geophysical surveys, geological mapping, and trenching. A total of 595 soil samples and 82 rock samples were assayed. Newmont terminated the option in late 1980 (Folk and Makepeace, 2007).

Caulfield Resources Ltd. explored over the Vanguard group in 1981 taking 102 soil samples and conducting 5.25 line km of ground magnetic surveys, but no subsequent work was done (Folk and Makepeace, 2007).

Homeridge Resources Ltd. optioned the property from Ruby Collison in 1984, but no work was done (Bryson, 2007). The claims were allowed to lapse in 1986, were restaked and optioned to Cambria Resources Ltd., which did geological mapping, lithogeochemical sampling, trenching, and 4.3 line km of Induced Polarization (IP) and resistivity surveying. Weather deferred drilling for that year and the ground was eventually optioned to Noranda Exploration Company Limited (Noranda) (Folk and Makepeace, 2007).

Between 1989 and 1991, Noranda consolidated ground by optioning more area including the Cambria (formerly Collison), Homestake, and Vanguard claims. A 44.3 km grid was cut along which magnetometer and IP surveys were performed in addition to geological mapping. A total of 1,930 rock samples and 1,943 silt and soil samples were taken. Twelve diamond drillholes were cored (diameter unknown) for an aggregate depth of 1,450.05 m (Folk and Makepeace, 2007).

Teck acquired the current Homestake Ridge property in 2000 via option agreements and staking. From 2000 to 2002, Teck conducted geochemical and geological surveys, trenching, and diamond drilling, exploring for volcanogenic massive sulphide (VMS) deposits. A total of 21 NQ (47.6 mm dia. ) holes were drilled to an aggregate depth of 4,374.6 m yielding 618 core samples. In addition, 778 rock samples were analyzed by Inductively Coupled Plasma (ICP) multi-element geochemistry plus Au and another 31 samples were subjected to “whole rock” X-Ray Fluorescence (XRF) analysis (Folk and Makepeace, 2007).

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Homestake (at the time Bravo Venture Group Inc.) optioned the property in 2003 and in 2004 contracted CMG to carry out exploration work. Homestake compiled historic data, performed geochemical and geophysical surveys, geological mapping, and drilled 27,289 m in 120 NQ and BTW diamond drillholes prior to 2009. In 2007, Homestake released a NI 43-101 compliant Mineral Resource estimate using an Inverse Distance Cubed (ID ³ ) search method with a maximum search radius of 100 m. The estimate totalled 11.9 Mt of Inferred Mineral Resources grading 2.34 g/t Au, 15.0 g/t Ag, and 0.15% Cu. The cut-off used was 0.5 g/t Au. RPA notes that this resource is preliminary and was estimated to identify the mineral potential of the deposit. No minimum width constraint was applied nor was the resource constrained by a pit shell.

Following diamond drill programs conducted by Homestake in 2008 and 2009, Scott Wilson Roscoe Postle Associates Inc. (a predecessor of RPA), updated the Mineral Resources estimate. The 2010 estimate is summarized in Table 6-1.

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TABLE 6-1 MINERAL RESOURCES – MARCH 31, 2010

Homestake Ridge Project
			Au	Ag	Cu
Zone	Class	Tonnes	(g/t)	(g/t)	(%)
Main	Indicated	888,000	6.69	47.2	0.15

Main	Inferred	1,140,000	5.02	50.9	0.25
HS	Inferred	1,200,000	4.25	158	0.02

Total	Inferred	2,340,000	4.62	106	0.13

Notes:

	1.	CIM definitions were followed for Mineral Resources.
	2.	Mineral Resources were estimated at an average cut-off grade of 3.0 g/t Au Equivalent (AuEq). Tonnage and grade at this cut-off is highlighted.
	3.	Mineral Resources were estimated using an average long-term gold price of US$1,050 per ounce Au, US$18.00 per ounce Ag, and US$3.25 per pound Cu, with an exchange rate of C$1.00=US$0.90.
	4.	Gold equivalence was calculated based on a ratio of metal prices with no provision for metallurgical recoveries.

In April of 2011, Homestake announced an updated resource for the Homestake Silver deposit by RPA, which resulted in a doubling of the previous estimate. This significantly increased the gold and silver ounces in the combined Main Homestake and Homestake Silver deposits, which were reported as follows at a 3.0g/t AuEq cut -off:

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TABLE 6-2 MINERAL RESOURCES – DECEMBER 31, 2010

Homestake Ridge Project
			Au	Ag	Cu
Zone	Class	Tonnes	(g/t)	(g/t)	(%)

Main	Indicated	888,000	6.69	47.2	0.15

Main	Inferred	1,140,000	5.02	50.9	0.25
HS	Inferred	2,920,000	3.69	123	n/a

Total	Inferred	4,060,000	4.06	103	n/a

Notes:

1.	CIM definitions were followed for Mineral Resources.
2.	Mineral Resources were estimated at an average cut-off grade of 3.0 g/t Au Equivalent (AuEq).
3.	Mineral Resources for Homestake Main were estimated using an average long-term gold price of US$1,050 per ounce Au, US$18.00 per ounce Ag, and US$3.25 per pound Cu, with an exchange rate of C$1.00=US$0.90.
4.	Gold equivalence was calculated based on a ratio of 62:1 Ag to Au with no provision for metallurgical recovery.

The mineral resources in this section have been superseded by the current estimate in Section 14.

6-5

7	Geological Setting and Mineralization

7.1

Regional Geology

The following description is derived from Kasper and Metcalfe (2004), Knight and Macdonald (2010).

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 (Figure 7.1) . 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, 1993). 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 Stewart Complex is one of the largest volcanic arc terranes in the Canadian Cordilleran. It forms a northwest-trending belt extending from the Iskut River in the north and Alice Arm in the south. The Coast Plutonic Complex forms the western boundary of the prospective stratigraphy; continental derived sediments of the Bowser Lake Group form the eastern border. The Stewart Complex is host to more than 200 mineral occurrences including the historic gold mines Eskay Creek, Silbak-Premier and SNIP, as well as the Granduc, Anyox and Dolly Varden-Torbrit base-metal and silver mines. The complex hosts a number of major undeveloped mineral deposits including Galore Creek, KSM (Kerr-Sulpherets-Mitchell) and Brucejack Lake. The dominant mineral occurrences are precious metal vein type, with related skarn, porphyry, and massive sulphide occurrences (Knight and Macdonald, 2010).

Stikinia, which contains both the Stewart Complex and the Homestake Ridge Property, is comprised of at least four Paleozoic to Cenozoic tecto-stratigraphic packages (Kasper and Metcalfe, 2004) including:

7-1

Paleozoic Stikine Assemblage consisting of quartz-rich rocks, carbonate slope deposits, and minor mafic to felsic volcanic rocks; Early Mesozoic volcanic and inter-arc and back-arc basin sedimentary rocks; Middle to Upper Jurassic Bowser Basin turbiditic sedimentary rocks; and Tertiary post-kinematic granitoid intrusions of the Coast Plutonic Complex.

Magmatic episodes of Stikinia alternated with the development of sedimentary basins. These basins formed during the Late Triassic to Early Jurassic, the Toarcian to Bajocian (183-168 Ma) and the Bathonian to Oxfordian (168 Ma to157 Ma) ages. The basin which formed during the Toarcian-Bajocian is of considerable importance because this west-facing, north-trending back arc basin contains the Eskay Creek “contact zone” rocks (Hazelton Group), which are overlain by Middle and Upper Jurassic marine basin sediments (Bowser Lake Group).

At least two periods of deformation occurred in the region, a contractional deformation during the post-Norian-pre-Hettangian (204 Ma to 197 Ma) and an Early Jurassic hiatus. These periods of deformation are represented by unconformities one of which also separates two metalliferous events that took place in the Early Jurassic (e.g., Silbak-Premier and SNIP) and Middle Jurassic (e.g., Eskay Creek).

7-2

FIGURE 7-1 TERRANES OF THE CORDILLERA (FROM FOLK, 2009)

7-3

7.2

Local Geology

This section is derived from Kasper and Metcalfe (2004) and Knight and Macdonald (2010). Local geology is shown on Figure 7-2

The Stuhini Group rocks are found in the cores of anticlines and represent the oldest known rocks in the area. These rocks are composed of a thick sequence of volcanic and sedimentary rocks of Upper Triassic (Norian) age, interpreted as the products of a volcanic arc. The volcanic Stuhini Group rocks are generally pyroxene-bearing, a contrast to the well-defined early crystallized hornblende phenocrysts commonly found in the Lower Jurassic Hazelton Group volcanic rocks. Kasper and Metcalfe noted that the re-evaluation of bedrock mapping in the Homestake Ridge area in 2002 resulted in the assignation of some lithologies on the property to the Stuhini Group.

The Hazelton Group overlies the Stuhini Group. The Lower Jurassic Hazelton Group is represented by a lower unit comprising massive, hornblende+feldspar-phyric andesitic to latitic ignimbrites, flows and associated volcanic sedimentary rocks. Overlying these intermediate volcanic rocks is the Lower-Middle Jurassic Eskay Creek stratigraphy composed of marine felsic volcanic rocks and associated epiclastic sedimentary rocks and fossiliferous clastic sedimentary rocks. Kasper and Metcalfe noted that rocks of similar lithology and stratigraphic relationship have been identified in the Homestake Ridge area.

The dominant local intrusive rocks are of Cretaceous to Eocene age associated with the Coast Plutonic Complex. However, intrusive rocks identified in the Homestake Ridge area are hornblende+feldspar phyric and resemble Early Jurassic Texas Creek Suite rocks, which are related to important mineralization elsewhere in the Stewart Complex. Important analogous deposits in the region are summarized in Table 7-1.

Important local deposits include the Dolly Varden-Torbrit Silver camp located 10 kilometres south of the Homestake Ridge property, which produced 19.9 million oz Ag and 11 million lbs of Pb, and various properties in the Stewart area such as Red Mountain, Granduc, Silbak-Premier and Brucejack Lake. Some of the mineralization on the Homestake Ridge property is thought to be similar in age and genesis to the VMS deposit at Eskay Creek, located about 115 km to the north-northwest.

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TABLE 7-1 LOCAL ANALOGOUS DEPOSITS

Homestake Ridge Project
Producer	Tonnage (Mt)	Au (g/t)	Ag (g/t)	Cu (%)	Pb (%)	Zn (%)



Brucejack Lake	30.4	13.5	64.1

Red Mountain	1.26	8.0

SNIP	1.2	26.7	10.2	0.208

Silbak-Premier	4.3	13.0	273

Eskay Creek	2.65	48.4	2152	0.5	2.5	4.2

7-5

FIGURE 7-2 LOCAL GEOLOGY

7-6

7.3

Property Geology

This section is derived from Kasper and Metcalfe (2004), Knight and Macdonald (2010) and the results for mapping on the property by Homestake Resource Corporation over the last several years. Property geology is shown on Figure 7.3. The southern part of the property has been omitted from this map because no property scale geological mapping has been conducted on these claims. They were staked in December 2012 and became part of the property, (for details see section 4.2)

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 Hazelton Group rocks on the Homestake property mark a transition from a high-energy volcanic dominated lower stratigraphy through a hiatus and into a fining sequence of volcanic tuffs and sediments punctuated by bi-modal mafic and felsic volcanism and finally into fine clastic sedimentation of the Salmon River Formation (Upper Hazelton Stratigraphy) and the Bowser Lake Group (Evans and Lehtinen, 2001). This sequence hosts many sulphide occurrences and extensive areas of alteration on the property which are associated with the Lower to Middle Jurassic stratigraphy.

The oldest lithology on the property is marine sediments believed to be related to the Upper Triassic to Lower Jurassic Stuhini Group (unit LS). Sediments within this package vary from thinly bedded black mudstone-siltstone to grey sandstone to pebble to cobble conglomerates.

Overlying the Stuhini sediments is a complex series of volcanic, sedimentary and intrusive rocks of the Hazelton Group. The Lower Hazelton rocks comprise fine-grained to feldspar-hornblende phyric volcanic and volcaniclastic rocks of andesite to latite/trachyte composition (unit LF), 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. Porphyritic monzonite dykes and hypabasal domes (unit MONZ) intrude the Stuhini sediments and are believed to be coeval with the Lower Hazelton volcanic rocks. Greig et al (1994) has related the Lower Hazelton Group feldspar-hornblende porphyry volcanic package to the Goldslide Intrusions at Red Mountain and refer to them as Unit Jkg on the regional scale.

7-7

Thin, locally discontinuous units of matrix supported, feldspar-phyric volcanic breccias (unit MSB) and hetrolithic debris flow with tuffaceous and mudstone to sandstone interbeds (unit DF) cap the lower volcanic stratigraphy and are in turn unconformably overlain by maroon to green andesitic and dacitic volcaniclastic rocks and tuffs (unit PC) which form much of the central part of the Homestake Ridge property. These polylithic andesitic and dacitic pyroclastic to epiclastic rocks contain discrete mafic flows, tuffaceous beds and debris flows. This andesitic volcanic package has been equated to the Betty Creek Formation (Evans and Macdonald, 2003) and mapped as unit Jmp by Greig et al (1994).

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 (unit US). These sediments form a band of rock which unconformably overlie the volcanic flows and conglomerates of the underlying stratigraphy from the toe of the Kitsault Glacier southeast along the margins of Homestake Creek on the eastern side of the property. A tongue of these sediments infills a basin which formed to the southeast of the Homestake Silver Deposit. The fining-up nature of this unit reflects the general fining up nature of the Salmon River Formation as it progresses into the Bowser basin, and reflects the development of a large scale basin at the end of Hazelton volcanism (Evans and Lehtinen, 2001).

In the northern part of the property at the headwaters of Homestake Creek, rhyolitic volcanic rocks (unit RHY) occur at the base of the Salmon River sediments. Greig et al (1994) mapped this unit as Jd and suggested a correlation with the Mount Dilworth Formation of the Eskay Creek area. The rhyolites are light to dark grey, massive and vary from aphanitic to fine-grained feldspar porphyritic banded flows to tuffs and breccias. Pyrite is ubiquitous throughout, occurring either as fine dissemination or infilling fractures and joints. A series of Mafic Dykes (unit Md) with chilled margins and an elevated Niobium signature were encountered intruding the Hazelton Group Rocks in the Homestake Silver Zone. Similar dykes have been mapped at surface intruding the Lower Hazelton Stratigraphy. These dykes are of unknown age.

7-8

The eastern part of the property is dominated by grey, interbedded siltstones and sandstones thought to be part of the Middle to Upper Jurassic Bowser Basin Group (unit BG) which conformably overlie the thin bedded graphitic argillites of the Salmon River formation (noted as JBRA in the regional geology map).

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 resulting in a marked unconformity between the lower and upper Hazelton rocks. Similar features were noted by Greig (1992) near Kinskuch Lake located 15kms to the east-southeast.

This compressional tectonics has resulted in an antiformal (or horsted) block of Triassic and lower Jurassic stratigraphy in the western side of the property and a synformal (graben-like) block of middle to upper Jurassic rocks on the eastern side of the property. In the southeastern part of the property, these two regimes are separated by a northwest-striking, westerly dipping structure known as the Vanguard fault.

Uplift and local extension of the lower stratigraphy may have occurred during the same Early Jurassic compressional event. The earliest period of movement along the Vanguard fault may have occurred at this time.

7-9

Northwest-southeast oriented normal faults occur along the northeastern slopes of Homestake Ridge and locally represent the southwestern wall of the “Hazelton Basin”. These faults would have been active from the Early to Middle Jurassic as pyroclastic and volcanic flows of the PC unit infilled the basin. Mineralizing fluids which lead to the deposition of the gold and silver deposits on the Homestake Property are thought to have been channelled along these faults. Northeast-southwest faults offset the Hazelton Group volcanic and older sedimentary rocks throughout the property. Younger Tertiary extensional faults may have been superimposed on these faults.

Large northeast trending ankerite bearing faults have been mapped and related to Tertiary east-west extension (Evans and Lehtinen, 2001).

7-10

FIGURE 7-3 PROPERTY GEOLOGY

7-11

7.4

Mineralization

This section of the report has been derived from Knight and Macdonald (2010) and Folk and Makepeace (2007) and recent News Releases from Homestake Resource Corporation.

7.4.1

Homestake Zone

The Homestake Zone comprises the Main Homestake and Homestake Silver deposits and has been tested by about 15 historic trenches, three historic adits and a total of 188 drillholes with an aggregate depth of 53,879m.

7.4.1.1

Main Homestake Deposit

The Main Homestake deposit consists of a series of silica to silica-carbonate-chlorite altered lenses and hydrothermal breccias, which have a northwest strike and dip moderately northeast at slightly steeper than the topographic dip-slope. Gold and silver mineralization occurs with pyrite, chalcopyrite, and lesser galena and sphalerite in stronger areas of silica alteration or hydrothermal brecciation within zones of sericite-pyrite altered feldspar-hornblende phyric volcanic rocks. Only along the southwestern flank of the Main Homestake deposit does lower grade gold mineralization penetrate up into the overlying package of basinal filling volcano-sedimentary and andesitic rocks which comprise the “hanging wall” sequence. Native gold along with pyrargyrite and acanthite have been observed hosted within quartz veins and quartz-carbonate hydrothermal breccias in drill core.

The Main Homestake deposit as currently known is about 700 m long and has been traced down-dip by drilling for a distance of about 500 m. At the surface, the northwestern extent of the mineralization is obscured by a glacier; while to the southeast surface geochemistry indicates that the zone continues towards the Homestake Silver deposit 700 m to the southeast. Widths of the Main Homestake Zone vary up to about 60 m (approximate true width) and are defined by assay grades due to the diffuse nature of the mineralization. Gold distribution appears to be inhomogeneous and grades display a great deal of local variability. The zone has a complex form which may consist of a faulted series of lenses and related steeply dipping feeders. To date, 128 diamond holes, totalling 29,643m have been drilled in and around this zone.

7-12

7.4.1.2

Homestake Silver

Located 300 m to the southeast of the Main Homestake zone, 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. Modeling indicates that the Homestake Silver deposit can be traced over 700 metres strike and 550 metres down dip. The Homestake Silver area has been tested by 60 diamond drillholes for an aggregate length of 24,214m.

In 2010 five holes, totalling 1,659 m, were drilled in what has been dubbed the “Homestake Connector” zone. This zone is located southeast of the Main Homestake and northwest of the Homestake Silver zones.

7.4.2

South Reef

The South Reef deposit is located approximately 800 metres to the south-southwest of the Homestake Silver deposit. Gold mineralization 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. Several base-metal enriched intercepts are identified up-section from the gold-enriched zone but have yet to be fully defined by drilling. To date, 14 diamond holes, totalling 4,431m have been drilled in and around this zone

7-13

7.4.3

Vanguard Cu and Au Zones

Located approximately 2.5 km southeast of the Homestake Zone, the Vanguard is a 1,800 m long, 150 m wide structural zone hosted in various pyroclastic and volcanic rocks. This area has undergone extensive exploration including 36 trenches and short adits. Most showings are located within a northwest striking, subvertically dipping zone containing diffuse sulphide veins, stockworks, sulphide breccia zones, and calcite-barite veins related to pervasive chlorite alteration. Gold-enriched mineralization occurs in the northern part of this belt and adjacent to and up-section from the South Reef gold zone. To the south, the mineralization is characterized by high grade copper with gold and silver (Folk and Makepeace, 2007). Homestake Resource drilled 13 holes in this area for a total 3286 m aggregate depth.

7.4.4

Sericite Zone (Gold Reef, Fox Reef)

Located in a large area southwest of the Homestake Zone, the Sericite Zone comprises over 50 mineral occurrences hosted within pervasively sericite-pyrite altered FHP intrusives and volcanic rocks. These occurrences bear the historic names of Tip Top, Foxreef, Goldreef, Matilda, Silver Tip among others. Gold is found in quartz-calcite-barite veins up to six metres wide with pyrite+chalcopyrite+galena+sphalerite mineralization. Geochemical surveys show an anomalous north-south trend along the volcanic-FHP contact (Folk and Makepeace, 2007). Homestake Resource drilled 15 holes along the Goldreef – Foxreef trend for a total of 3,630 m aggregate depth.

7.4.5

Dilly and Dilly West Zones

Historic zones named Cascade Falls, Lucky Strike, Silver Crown, and Camp Zone are collectively known as Dilly and Dilly West and occur southwest of the Homestake zones. Exploration has been active in this area with over 40 pits, trenches, and adits excavated (Figure 10-1). The zones are hosted by silicified mudstones and siltstones overlying rhyolites.

7-14

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 with strike lengths of 1,500 m for the Dilly Zone and 600 m for the Dilly West Zone. The underlying rhyolite is cross-cut by veins with similar mineralization to the sulphide bands and these veins are interpreted to be “feeders”. Stratigraphically above the sediments is a thin, silicified and mineralized rhyolite pyroclastic. Silica decrease on the north end of the Dilly Zone, and base metals and barite occur within the sediments. Also present is semi-massive to massive arsenopyrite within sulphide stockwork and FHP sills (Folk and Makepeace, 2007).

7.4.6

North Homestake Zone (North Dome)

The North Homestake Zone is described as a large sericite-pyrite-silica altered felsic dome approximately 3.2 km north of the Homestake Silver deposit and occupies a 125 ha area. The geology is massive feldspar-phyric, fine grained felsic volcanic rock of dacite to latite composition that occurs in the upper part of the volcano-sedimentary stratigraphy. Sheeted northeast trending pyritic fractures occur in the strongly silicified southern and western margins. These fractures are strongly anomalous in pathfinder elements such as As, Sb, and Hg.

The upper contact of the rhyolite is projected to be in contact with sediments that are thought to be analogous to those at Eskay Creek. However, the Kitsault Glacier partially obscures the projected two kilometre contact. Previous drilling of this horizon by Homestake in 2009-10 intersected thick intervals of altered felsic rocks and strong silver enrichment over 10’s of metres in two holes. Previously, an attempt was made in 2002 by Teck Resources Ltd. to drill test this geological target, but the hole was abandoned.

7-15

8	Deposit Types

The following section has been derived from Folk and Makepeace (2007) and Bryson (2007).

The Homestake Ridge property lies within the highly prolific Iskut-Stewart-Kitsault Belt that is host to several precious and base metal mineral deposits. Homestake Ridge has over 80 mineral occurrences on the property related in the emplacement of intrusive stocks and felsic domes into the volcanic-sedimentary host rocks.

Diverse mineralization styles on the property include stratabound sulphide zones, stratabound silica-rich zones, sulphide veins, and disseminated or stockwork sulphides. Mineralization is related to Early Jurassic feldspar-hornblende-phyric sub-volcanic intrusions and felsic volcanism and commonly occurs with zones of pyrite-sericite alteration. A later, less significant, mineralizing event occurred in the Tertiary and is characterized by ankerite-calcite-pyrite veins. Numerous models can be proposed for the area and local deposits present a broad range of characteristics.

Mineralization displays characteristics of both epithermal gold and VMS deposition. Stratabound and vein (or replacement) mineralization is present that contains values in Ag, As, Au, Cu, Hg, Pb, Sb and Zn (Folk and Makepeace, 2007). 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, are formed by “hot spring” fluids venting into a shallow water environment. These deposits may contain large, textureless massive sulphide pods, finely laminated, stratiform sulphide layers and lenses, reworked clastic sulphide sedimentary beds, and epithermal style vuggy breccia veins with coarse sulphides and chalcedonic silica. As such, they share characteristics of both VMS and epithermal deposits.

8-1

“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. Typically, mineralized zones are localized in structures but may occur in permeable lithologies. Veins may exhibit open-space filling, symmetrical and other layering, crustification, comb structure, colloform banding, and multiple brecciations. Deposits are commonly vertically zoned from a base metal poor Au-Ag-rich top to an Ag-rich base metal zone over a vertical range of 250 m to 350 m. The silver-galena-sphalerite veins of the Homestake Silver Zone exhibit many of these features.

8-2

9	Exploration

9.1

Historic Exploration

Previous exploration on the Homestake Ridge property has been detailed in Section 6, History. The past programs are summarized in Table 9-1.

9-1

TABLE 9-1 HISTORIC EXPLORATION

Homestake Ridge Project

Year	Company	Zone	Drilling	Other Exploration

1918	Mineral Claims Development Company (later Consolidated Homestake Mining and Development Company)	Homestake		Surface and underground work (unspecified)

1937 to 1939	British Lion Mines Ltd	Homestake		Smith and Myberg adits; trenching at Myberg

1947	Unknown	Vanguard (Nero claim)		Cross-cut adit

1964 to 1979	Dwight Collison (prospector)	Homestake (Lucky Strike)	58.2 m in seven holes	Surface trenching; minor underground work

1966	Canex Aerial Exploration Ltd.	Vanguard		Prospecting, geochemical sampling, EM surveying, chip sampling

1967	Amax Exploration	Vanguard		Technical examination

1979	Newmont Exploration of Canada Ltd.	Wilberforce		Mapping; magnetic and Max- Min surveys; 595 soil samples; 82 rock samples

1981	Caulfield Resources Ltd.	Vanguard		102 soil samples; 5.25 km of ground magnetics

1984	Homeridge Resources Ltd.	Homestake		Property visit

1986	Cambria Resources Ltd.	Homestake		Geological mapping; lithogeochemical sampling; IP, trenching

1989 to 1991	Noranda Exploration Company Ltd.	Homestake and Vanguard	1,450.05 m in 12 holes	Silt, soil and rock sampling; magnetic, IP and resistivity surveys; geological mapping

2000	Teck Cominco Ltd. (now Teck Resources Ltd.)	All zones	4,374.6 m in 21 NQ holes	Geological and geochemical surveys; trenching

2003- 2012	Bravo Ventures Group. (now Homestake Resource Corporation)	All zones	71,026m in 252 NQ2/BTW holes	Data compilation, geological, geochemical and geophysical surveys

9-2

9.2

Homestake Resource Corporation Exploration

9.2.1

2003 Exploration

Homestake Resource conducted a 36 day exploration program that comprised two phases. The first phase consisted of field evaluation of significant occurrences on the property. The second phase was the follow-up drilling of the most prospective targets. Eleven drillholes (1,002 m aggregate depth) yielded 303 drill core samples. An additional 40 surface samples were taken and sent to ECO-Tech Laboratories Ltd. (Eco-Tech) in Kamloops, BC (Macdonald, 2003). Drilling will be discussed in Section 10.

9.2.2

2004 Exploration

Homestake Resource contracted CMG to conduct exploration work which encompassed an 8.65 line km grid with 313 soil samples collected at 25 m spacing. A total of 39 rock samples were also collected. These samples varied from chip samples to float samples. Reconnaissance mapping at a 1:2000 scale was done over the northwestern portion of the grid. Detailed mapping was done at a 1:1000 scale along a series of old trenches that ran subparallel to the grid baseline. Trench mapping was also done at a scale of 1:200. A magnetometer survey was started but not completed over the grid. Measurements were taken every 25 m and one anomaly was outlined despite some data being lost (Kasper and Metcalfe, 2006). No drilling was done in 2004.

9.2.3

2005 Exploration

Seven prospects were targeted in the 2005 field season. These were the Main Homestake, the Dilly and Dilly West zones, the Goldreef-Foxreef area, the Vanguard Au and Vanguard Cu showings, the Silver Crown and North contact area.

Homestake Resource, through CMG, conducted a 42-day exploration program including surface diamond drilling, reconnaissance surface mapping, and sampling to follow up on results obtained during the 2004 program. An additional 28 soil samples were collected from extensions of the 2004 soil grid.

Homestake Resource drilled eleven holes with an aggregate depth of 1,646 m that yielded 348 core samples. Samples were submitted for 37 element Inductively Coupled Plasma Mass Spectroscopy (ICP-MS) analysis, with Fire Assay and Metallic Screen analysis on high grade samples and those exceeding the detection limit of the original analysis.

9-3

9.2.4

2006 Exploration

Localized mapping and sampling was carried out by CMG over four days on claims 377241 and 251427 using a Garmin 12 XL GPS unit (NAD83 datum) for survey control. Located southwest of the 2006 drill targets, the mapped area was 400 m by 700 m in extent with less than 40% outcrop exposure due to heavy snow accumulations. Twenty-one rock samples were collected during this small mapping program. Drilling comprised 28 BTW drill holes for a total of 6,594 m in two phases and will be discussed in greater detail in Section 10.

9.2.5

2007 Exploration

Early in 2007, Homestake Resource initiated an in-fill sampling and relogging program designed to standardize lithological terminologies from the previous three programs. An additional 1,090 core samples were taken and the historic drill logs were updated. This program temporarily ran concurrent with the 2007 drill program and was a component of the 2007 data package.

Drilling in 2007 comprised 28 drillholes for a total of 9,323 m on three targets. A total of 3,195 core samples were collected and submitted for analysis.

9.2.6

2008 Exploration

The 2008 field program comprised three days of mapping around Vanguard Copper and the drilling of 42 diamond drillholes for an aggregate length of 8,724 m. Seven rock samples were collected while mapping.

9-4

9.2.7

2009 Exploration

The 2009 exploration program comprised helicopter-borne AeroTEM III electromagnetic and radiometric surveys over the entire property, in-fill sampling of drill core, geological mapping, rock sampling, and diamond drilling. A total of 517 samples were collected from previously unsampled sections of the core from the 2003, 2005, 2006, and 2007 programs. An additional 156 rock samples were collected in the course of the geological mapping program. The diamond drilling program comprised 13,548m in 48 holes.

The AeroTEM III survey was successful in highlighting new anomalous zones and confirming and defining the known deposit area. The additional core and rock sampling programs helped to better define the nature and scope of mineralization on the Property while the diamond drilling lead to a new estimation of Mineral Resources.

9.2.8

2010 Exploration

Exploration work in 2010 comprised 48 NQ2 core holes for a total of 18, 083m. 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. A total of 3,195 core samples were collected and submitted for analysis. Results from this work lead to an update of the Mineral Resources at the Homestake Silver deposit. Soil Sampling and geological mapping was also conducted in three areas, along the southwestern edge of the Dilley/Silver Crown, the eastern slope of the Vanguard Copper showing and in the Black Diamond area in the southeastern corner of the property. 555 soil samples were collected along with 159 rock samples.

9.2.9

2011 Exploration

In 2011, 7366m in 23 NQ2 core holes were completed and resulted in a the discovery of a new mineral deposit located 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.

9-5

Additional drilling was completed in the area of Homestake Silver deposit. A total of 3,242 core samples were collected and submitted for analysis.

Fieldwork in 2011 also included surface IP geophysics, mapping, soil sampling and surface channel sampling were conducted over the property. Seven IP lines totaling 13.54 line-kilometres, were surveyed over several areas of the property specifically to the south of the Main Homestake and Homestake Silver deposits. One hundred and thirty samples were collected along the two of the lines at nominal 25 metre stations in between the Homestake Silver and Vanguard Gold zones. Channel sampling was also undertaken within the trenches in the Main Homestake Deposit. A channel measuring 5cm by 5cm was cut using a Stihl rock saw and extracted by using a hand sledge and a chisel or hatchet. A total of 117 channel samples were collected from 17 locations.

9.2.10

2012 Exploration

During 2012, the Company completed 4,741 metres of drilling in 13 drill holes. The program consisted of two phases, with the second phase being funded by Agnico-Eagle Mines Limited ("Agnico-Eagle"). The first phase was conducted at the South Reef target, which is located approximately 800 m to the southwest of, and on a parallel mineralized trend to, the Main Homestake deposit and the Homestake Silver deposit. The second phase tested shallow, on-strike projections of the South Reef target as well as several other targets on the property. The program is discussed in more detail in Section 10 of this report.

9-6

10	Drilling

Homestake Resource has completed a total of 71,026 m of diamond drilling in 252 holes on the Homestake Ridge property. The field work was managed by Coast Mountain Geological Ltd. Historic drilling, by previous operators, is described in Section 6, History.

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.

Logging protocols have remained generally consistent through all of Homestake Resource’s programs. Diamond drill core was transported by helicopter from the drills to the logging facility, presently located at the unincorporated town of Alice Arm. Logging for the earliest holes was carried out at the Timber Baron (VanDyke) Camp, situated at km 110 on BC Provincial Highway 37.

The camp and core logging facilities were occupied continuously while drilling was underway, and the core was kept in a secure locked compound. The core is presently stored in a secure warehouse facility in Prince Rupert.

The holes were quick-logged by a geologist. The quick logs included a brief description of lithology, alteration and mineralogy, as well as a description of any significant structural characteristics. The core was photographed and stored pending more detailed logging.

10-1

Detailed core logging included description of lithology, mineralization, type and intensity of alteration, vein mineralogy and component percentage, breccia intensity, fracture intensity and structural components such as faults, fractures, contacts, bedding, cleavage (primary and secondary) and veining, measured relative to the core axis. Geotechnical logging includes recovery, rock quality designation (RQD) and, occasionally, specific gravity. Petrographic studies were done in 2006, 2007, and 2008 and encompassed 53 specimens of drill core from various locations of interest.

Generally, core recovery is observed to be very good, and there are no concerns with regard to sampling.

Prior to 2008, drillhole collars were surveyed by Bennett Land Surveying Ltd. of North Vancouver, BC. From 2008 through to early 2009, collars were located by Allnorth Consultants Ltd. of Prince George, BC. Later in 2009, surveying duties were assumed by Peter Thompson, an independent contractor from Galiano Island, BC. Drill collars were located using a Garmin GPS, and chain (slope compensated) and compass from known survey points (Bryson, 2007).

Downhole surveying for the early holes consisted only of acid dip tests. Starting in 2006, drillholes were surveyed for downhole azimuth and dip using a RANGER Single Shot tool at 30 m to 60 m intervals (approximately 50 m on average) during drilling or upon completion. In 2010, drill holes were surveyed using a RANGER Explorer Multi-shot tool giving continuous readings of dip, azimuth and magnetic susceptibility downhole. The multi-shot tool was also utilized for the 2011 and 2012 drill programs.

The drillhole collar elevations were compared to the surface topography and found that, generally, the collars were in agreement with the surface. Two historic holes (HR03-11 and HR03-07) and one recent hole (HR09-149) deviated from the surface digital terrain model (DTM). In author’s opinion, the elevations of these holes will not materially affect the Mineral Resource estimate.

10-2

10.1

Homestake Resource Drilling

10.1.1

2003 Drilling

A total of 1,002 m were drilled in eleven BTW holes by Aggressive Diamond Drilling Ltd. of Kelowna, BC (Aggressive). Targets included several shear-hosted gold and silver-rich polymetallic vein systems in the Main Homestake area and VMS prospects in other parts of the property.

Noranda had drill tested the vein immediately underneath a high grade surface occurrence but failed to duplicate the surface results. Homestake Resource intersected 9.8 g/t Au and 9.8 g/t Ag over 3.1 m as well as a broad zone of up to 43 m of 0.7 g/t Au and 10.2 g/t Ag during follow-up drilling.

The author notes that a downhole survey tool was not used for this program, but hole dips were measured using acid tests at the end of the holes only.

10.1.2

2005 Drilling

Eleven BTW drillholes for an aggregate depth of 1,646m were drilled by Aggressive targeting Main Homestake mineralization. The purpose of the program was to follow up on the intersections encountered in 2003. Significant intersections include 40.4 g/t Au, 0.3 g/t Ag, and 0.87% Cu over 1.6 m in one hole and 10.9 g/t Au with 0.44% Cu over 8.0 m.

As in 2003, acid dip tests were used for downhole surveys.

10.1.3

2006 Drilling

Drilling in 2006 comprised 28 BTW drillholes in two phases for an aggregate depth of 6,594 m. Phase one of drilling was performed by Aggressive (Holes HR06-23 to HR06-38). The second phase of drilling was subcontracted to Top Rank Diamond Drilling Ltd. (Top Rank) and Prospector Drilling, both of Ste. Rose du Lac, MB (Holes HR06-39 to HR06-50).

10-3

10.1.4

2007 Drilling

A total of 28 BTW holes were drilled for an aggregate depth of 9,323 m by Top Rank (HR07-51 to HR07-78) on three targets. Main Homestake was tested by 22 holes for 8,356 m, while Homestake Silver had three holes drilled to an aggregate depth of 688 m. The third target, Vanguard Gold, had four holes cored for a total of 523 m.

10.1.5

2008 Drilling

Drilling was conducted by Top Rank and Bodnar Drilling Ltd. (Bodnar) of Ste. Rose du Lac, MB, and comprised 42 holes for an aggregate depth of 8,724 m (HR08-79 to HR08-120). Main Homestake was tested by 35 holes (7,105 m). Drilling on Homestake Silver comprised three holes for a total depth of 964 m. Two holes were drilled on Vanguard Gold for 382 m and two holes were drilled on Vanguard Copper for an aggregate depth of 272 m. Twenty-five holes were drilled with BTW sized core and 17 holes were NQ2-sized.

10.1.6

2009 Drilling

The exploration program for 2009 comprised 48 NQ2/BTW diamond drillholes for an aggregate depth of 13,548 m. The campaign was conducted by Top Rank and Bodnar. Twenty-two holes were drilled in the Main Homestake Zone for an aggregate depth of 4,837 m, with four holes terminated before reaching their intended target. One hole (HR09-123) was collared with NQ2 but switched to BTW downhole before being abandoned.

Twenty diamond drillholes tested the Homestake Silver Zone for a total of 7,172 m drilled, with two holes abandoned before reaching their planned depth. Three holes were drilled between the Main Homestake and the Homestake Silver zones for a total of 764 m. One hole was aborted.

One hole tested a portion of the North Dome exploration target based on the 2009 airborne geophysical survey. Located 3,200 m north of the Homestake Silver deposit, the hole intersected elevated concentrations of silver over tens of metres with intervals of elevated base metals, primarily lead, and zinc. Two holes were collared in footwall rocks of the Goldreef zone, 500 m west of Homestake Silver. No significant values were encountered (Homestake Resource Corporation, 2010).

10-4

10.1.7

2010 Drilling

Homestake Resource drilled 18,083 m in 48 NQ2 diamond holes on targets in the Homestake Silver system as well as adjacent zones including Foxreef/Goldreef, East Valley, North Dome and Vanguard Copper. The work was carried out under contract by Bodnar Drilling.

Twenty-six holes were drilled in and around the Homestake Silver Zone (includes the Homestake Connector) for an aggregate depth of 12,125 m. These holes were drilled as step-outs to expand the known Inferred Mineral Resources. The campaign was successful in extending the known deposit at depth and to the NW towards the Main Homestake Zone. Some new Ag-rich hanging wall zones were discovered and tested further in 2011.

Drilling on the Fox Reef zone, located approximately 600 metres southwest of the Homestake Silver Zone, intersected a series of narrow silver-lead-zinc veins with erratic gold values. Drilling on the Fox Reef and Goldreef zones totalled 3,477 m in 14 holes.

Other targets drilled in 2010 were the East Valley anomalies, (4 holes for a total of 1,295m) the North Dome, (2 holes for a total of 641m) and Vanguard Copper, (2 holes for a total of 544m.) All the exploration holes on these other targets hit anomalous pathfinder elements and the holes at Vanguard Copper also averaged approximately 0.1g/t Au for their entire length, which Homestake considers to be encouraging.

The 2010 exploration program was successful in extending the limits of known mineralization at the Homestake Silver Zone.

10.1.8

2011 Drilling

Exploration in 2011 comprised 7,366 m in 23 NQ2 diamond holes on targets in the Homestake Silver system as well as the Homestake Connector, Rambler and South Reef zones. The work was carried out under contract by Platinum Drilling of Winnipegosis, Manitoba.

10-5

Seventeen NQ2 core holes totaling 5889 m tested step-outs and several hangingwall targets of the Homestake Silver deposit. Drilling confirmed silver-enriched mineralization in one of the hangingwall zones and extended silver- and gold-enriched mineralization in the Homestake Silver deposit several hundred metres to the southeast.

Four NQ2 core holes totaling 1251 m identified a new mineral deposit at the South Reef zone. Drilling identified a shallow copper-rich sulfide zone and a deeper gold-rich zone. Three of the four zones tested the gold-rich zone, with all three intersecting +30g/t gold mineralization. The fourth hole only tested the shallow, copper-rich sulfide zone.

One NQ2 core hole totaling 216 m tested the Rambler zone and did not return any anomalous values.

10.1.9

2012 Drilling

During 2012, Homestake completed 4,741 metres of drilling in 13 NQ2 core holes. The program consisted of two phases, with the second phase being funded by Agnico-Eagle Mines Limited. The first phase was conducted at the South Reef target. The second phase tested shallow, on-strike projections of the South Reef target as well as several other targets on the property.

Phase I drilling, which comprised five core holes totaling 1,248 m, doubled the strike length of the high-grade mineralized zone. Gold mineralization is variably associated with strong quartz-chlorite alteration, pyrite and minor base metal sulphides interspersed with intervals of sericite and pyrite alteration.

Phase II drilling, which comprised 13 diamond drill holes totaling 3,492 m, tested a 600 m strike-length of the South Reef target, some hanging wall zones, and a large geophysical anomaly located approximately 1,500 metres to the south-southeast of the 2011 drilling.

10-6

FIGURE 10-1 DRILLHOLE LOCATIONS

10-7

11	Sample Preparation, Analyses and Security

11.1

Historic Sampling

The property has been explored by numerous historic trenches and adits. Homestake is not aware of any written procedures for sampling that predates Homestake’s acquisition of the property. However, insofar as the trenching and underground sampling were not used in the Mineral Resource estimate, they are not discussed in detail in this report.

On acquiring the property in 2003, HSR conducted several traverses to orient and ground-truth existing database sites such as drill collars and individual sampling locations. Homestake concluded that Teck’s sampling was accurately located, but discrepancies were found with respect to the Noranda, Cambria, and Newmont sampling. Generally, previous operators’ sampling sites were clearly marked with flagging, tags, and paint. Samples that could not be verified in the field were dismissed.

11.2

Homestake Resource Corporation Sampling

Homestake has conducted surface grab, chip, and soil sampling, plus diamond drilling on the property. A total of 417 grab and chip samples were taken from outcrops and old excavations. A total of eight-hundred and forty-seven soil samples were collected at 25 m to 50 m intervals along a series of lines spaced from 100 m to 200 m apart in the 2004, 2011 and the 2012 exploration programs. Soil samples were collected from the B horizon, where possible, and placed in Kraft paper bags.

Rock samples were placed in plastic sample bags with sample tags and sealed with zip ties. Sample locations were marked with metal tags and flagging tape. Samples were secured in a locked facility until they were transported by a local freight to the assay laboratory. The assay laboratories used are summarized in Section 11.3.

Drill core was delivered to the logging facility by helicopter where it was inspected by the logging geologist and subjected to a quick log. The quick log comprised a brief description of lithology, alteration and mineralogy, as well as a description of any significant structural characteristics. The core was photographed and stored for future comprehensive logging.

11-1

All drill core was logged for lithology, mineralization, type and intensity of alteration, vein mineralogy and component percentage, breccia intensity, fracture intensity and structural components such as faults, fractures, contacts, bedding, cleavage (primary and secondary) and veining, measured relative to the core axis. Geotechnical logging included recovery, rock quality designation (RQD) and, occasionally, bulk density.

Sample intervals, to a maximum length of three metres, were designated by the logging geologist based on lithology, mineralogy, alteration, and structure. Each sample was given an identifier from a three-part tag system. The core was cut in half longitudinally using a diamond saw, with one half being sent for analysis and the remaining half core remaining as a permanent record. One part of the waterproof tag was placed in the sample bag, one was placed with the remaining core at the start of the sample interval, and the third tag remained in the tag book as a reference. Unmarked standards and blanks were included in the samples submitted, roughly once in every 20 samples with a ratio of 2:1 standard to blank. Samples were secured in a locked facility until they were transported by local freight to the assay laboratory.

The core is stored at the core shack in Kitsault. All of the core has been transported by barge to Prince Rupert and placed in a storage facility and has been reviewed periodically by the primary author on several occasions most recently in January 2013.

HSR took bulk density measurements of the core, using a water immersion method. Intact core specimens were weighed in air, then on a pan immersed in a bucket of water. The weight of displaced water was determined by subtracting the wet weight of the sample from the dry weight. The density is the ratio of the dry weight to the weight of the water displaced by the specimen. A total of 7,330 bulk density determinations had been collected to the end of the 2012 program.

In the primary authors’ opinion, the core was transported, handled, and stored in a safe and secure manner. Sampling and logging procedures are appropriate for the deposit type and style of mineralization. The drill samples are representative of the mineralization.

11-2

11.3

Assaying of Drillcore

11.3.1

2003 to 2006 Procedure

The primary laboratory for most of this period was Acme Analytical Laboratories Ltd. (Acme) of Vancouver, although Eco-Tech Laboratories Ltd. (Eco-Tech) of Kamloops, BC was the primary laboratory in 2003. One kilogram samples were crushed to 80% passing 10 mesh from which a 250 g split was taken. This subsample was homogenized, riffle split, and pulverized to 85% passing 150 mesh. A one assay ton (1 AT) split was taken and subjected to fire assay fusion (FA) with Inductively Coupled Plasma Atomic Emission Spectroscopy (ICP-AES) analysis for gold and silver. Samples above 10 ppm Au or 200 ppm Ag were rerun using AA with gravimetric finish. Base metals were also commonly run on over-limit samples (Bryson, 2007).

All samples were analyzed by ICP-MS for 41 elements. A 0.25 g sub -sample was digested in an acid solution of H2O-HF-HCLO4-HNO3 (2:2:1:1) and 50% HCl was added to the residue and heated. After cooling, the solutions were transferred to test-tubes and brought to volume using dilute HCl and then assayed.

Metallic analysis was done for over-limit samples during the 2005 to 2008 programs. Samples were crushed, pulverized, and a 500 g sub-sample was extracted. The samples were sieved and the +200 and -200 mesh fractions were collected and weighed. These fractions were assayed by FA with gravimetric finish. The final grade was calculated from a weighted average of the assays for the +200 and -200 mesh fractions.

11.3.2

2007-2008 Procedure

Initially, samples were sent to Acme, but in order to address processing delays, some samples were sent to International Plasma Labs Ltd. (IPL) of Richmond, BC, an ISO 9001:2000 accredited facility. The sample preparation consisted of:

•

Crushing samples to approx. 80% passing 10 mesh and the entire charge was reduced to 250 g by repeated splitting through a riffle splitter.

11-3

	•	Ground the 250 g split using and Ring and Puck pulverizer until approx. 90% passes 150 mesh.

	•	Rolling the split to ensure homogeneous particle distribution and transferred to a computer labelled sample bag.

A 1 AT aliquot was assayed by FA with AA finish. Samples with gold values greater than 1,000 ppb Au (over-limit) were re-assayed using FA with gravimetric finish. In addition to the FA, each sample was subjected to a 30 element analysis by (AR)/ICP with aqua regia digestion.

11.3.3

2009-12 Procedure

Acme was the primary laboratory for the 2009 and 2010 programs. Sample prep procedures consisted of a one kilogram split being crushed to 80% passing 10 mesh from which a 500 g split was taken. This split was pulverized to 85% passing 150 mesh (later 200 mesh). A 1 AT split was taken and subjected to FA with ICP-ES finish for gold and silver. Upper detection limit for this method is 10 ppm Au and 200 ppm for Ag. Any determinations that exceeded 10 ppm Au or 200 ppm Ag were rerun by AA with gravimetric finish. Over-limit samples were also commonly run for base metals using four-acid digestion and ICP-ES analysis. A 0.25 g split was taken for all samples and run by ICP-MS after three-acid (HNO3-HCl4-HF) digestion.

The primary author notes that no part of the sample preparation was conducted by HSR or its exploration team. In the Primary Author’s opinion, the assaying was done using conventional methods, commonly used and accepted within the industry and appropriate for the type of mineralization. The laboratories were certified commercial facilities. A reasonable practical level of sample security has been maintained throughout all of the drill programs.

11-4

12	Data Verification

Homestake Resource Corporation (Formerly Bravo Gold Corp.) has employed an assay QA/QC program throughout all the exploration work conducted at Homestake Ridge. External assay QA/QC protocols employed by Homestake have included the inclusion of blanks and standards into the sample stream, along with 1/4-core duplicates and pulp duplicate reruns at an outside laboratory. The overall approach has remained generally consistent throughout all programs, with minor variations in the duplicate sampling, insertion rate of QA/QC samples, and the actual Certified Reference Materials (CRM’s) used.

Blank material was collected from a barren outcrop along the highway between Homestake’s camp and Stewart. CRMs were prepared by WCM Minerals (WCM) of Burnaby, BC. WCM provides the results of “round robin” testing between different laboratories used to determine the “best” value and tolerance limits of the CRMs. All the WCM standards start with PM or Cu in Table 12-1.

CRMs were also provided by CDN Resource Laboratories of Langley, BC. CDN provides the mean, standard deviation and %RSD data for their standards and uses a more rigorous statistical analysis meaning that their standards are more suitable for analysis of individual assays as well as groups of assays. Their confidence limit is a “between lab” 2 standard deviation limit. All the standards that start with ME, CM or GS in table 12-1 are CDN resource laboratories standards. A summary of the CRMs used since 2003 is shown in Table 12-1. Most of the standards are gold only, with the exception of Cu-162, ME-5 and CM 24.

12-1

TABLE 12-1 REFERENCE STANDARDS Homestake Ridge Project

Standard	Element	Grade	Tolerance
Cu 162	Cu (%)	0.584	±0.034
Cu 162	Au g/t	2.73	±0.226
PM 402	Au g/t	0.262	±0.077
PM 405	Au g/t	0.29	±0.030
PM 408	Au g/t	1.423	±0.158
PM 420	Au g/t	1.221	±0.108
PM 428	Au g/t	3.264	±0.469
PM 819	Au g/t	1.686	±0.192
PM 911	Au g/t	16.21	±1.680
PM 915	Au g/t	10.441	±0.507
PM 916	Au g/t	12.704	±0.282
PM 919	Au g/t	2.897	±0.331
PM 921	Au g/t	2.961	±0.208
GS 13A	Au g/t	13.20	±0.36
ME-5	Au g/t	1.07	±0.14
	Ag g/t	206.1	±13.1
	Cu (%)	0.84	±0.048
PM 450	Au g/t	0.56	±0.0756
PM 435	Au g/t	2.28	±0.18
CM 24	Au g/t	0.521	±0.084
CM 24	Cu (%)	0.365	±0.02
GS 2L	Au g/t	2.34	±0.36

For gold, both FA and ICP analyses were conducted. Results that were plotted for gold were the results derived by FA. For copper, the results are determined by ICP.

Homestake monitors the QA/QC results and requests re-assays where appropriate. Homestake has also reviewed the QA/QC data to ensure there were no systematic errors in the results. In the author’s opinion, the assay QA/QC protocols are adequate and consistent with industry standards. There are no concerns evident in the assay results that would preclude any of the data from use in Mineral Resource estimates.

12-2

12.1

QA/QC PROTOCOLS

12.1.1

QA/QC Protocols 2003 - 2006

Internal laboratory QA/QC included certified reference materials as well as duplicates included with each batch. Acme used a computer program that randomly chose sample pulps for reanalysis by a secondary laboratory. Pulps from the assigned samples were submitted and analyzed for Au.

There were no duplicate assays of any kind run in 2003. Check duplicate samples from 2005 to 2008 were conducted by Global Discovery Labs (GDL) of Vancouver, BC, a subsidiary of Teck until its acquisition by Acme on July 29, 2009. GDL, while not ISO-accredited, did participate in the Proficiency Testing Program for Mineral Analysis Laboratories (PTP-MAL). PTP-MAL is an ISO 9001:2000 accredited program that is operated by the Canadian Certified Reference Materials Project (CCRMP), and meets recognized international standards for proficiency testing. Core duplicates were not collected in 2006.

Homestake inserted commercial Certified Reference Material (CRM) into the sample stream at a nominal rate of one standard every 40 samples with a blank approximately every 60 samples. Other QA/QC measures included a second split of reference core (quarter core duplicate) and, as mentioned above, pulp duplicates assayed by an outside laboratory. A total of 542 CRMs were introduced during the period along with 283 blanks. Pulp duplicate checks totalled 1,651 and there were 61 core duplicate assays.

12.1.2

QA/QC Protocols 2007-2008

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 20 ^th sample was rerun from the pulp stage and placed at the end of the batch for comparison.

12-3

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

12.1.3

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.

12.1.4

QA/QC Protocols 2011-2012

12-4

12.2

QA/QC RESULTS

12.2.1

QA/QC Results 2003 to 2009 (From Rennie, 2011)

RPA reviewed the external assay QA/QC results in some detail for the 2010 resource estimate and Technical Report (Rennie, et al, 2010). A summary of that review is provided below. More details can be found in the 2010 RPA Technical Report, which is available on SEDAR.

12.2.1.1

Blanks

Results for blank insertions were plotted in general chronological order and reviewed for evidence of trends or persistent overlimit assays. Assay results from six elements were reviewed: Au, Ag, Cu, Pb, Zn and Mo. For Au, 26 samples returned assay values above Acme’s detection limit (DL) of 0.01 g/t Au, with 17 of those greater than three times the DL. For each failure, the samples preceding these were investigated and six were found to contain Au values greater than 10 g/t Au. RPA noted that the blanks that returned the highest gold value were preceded by samples that were at or slightly above the DL.

For Ag, 29 determinations exceed the DL of 0.1 g/t Ag, with 11 of those greater than three times the DL. Of these, four were preceded by samples greater than 10 g/t Ag. RPA noted that the blank material used was not certified and that some results may be attributed to minor amounts of Au and Ag in the blank. The blank failures did not trigger reassaying of the samples.

12-5

For the other elements, Cu, Pb, Zn and Mo, the results showed a significant variability. For Pb and Zn, every blank assay determination was three times the laboratory DL for that element, with Cu only slightly better. The use of a non-certified blank, i.e., rock taken from what was thought to be a barren roadside outcrop, could have contributed to the failures. In the opinion of RPA, the blank material was not appropriate for an accurate assessment of contamination for Cu, Mo, Pb and Zn in the sample stream. RPA recommended the use of a certified blank to better assess the potential for contamination in the laboratory.

In RPA’s opinion, the blanks failures for Au and Ag were numerous enough to warrant some follow-up and increased vigilance. They were, however, not severe or persistent enough to materially affect the Mineral Resource estimate. RPA further noted, that over time the rate of failures had diminished to within an acceptable level.

12.2.1.2

Standards

Assay results for the standards were plotted on graphs in general chronological order and inspected to confirm if precision was within an acceptable range (Precision Charts). The acceptable assay range was defined by error limits that consisted of two standard deviations (SD) above or below the assayed mean for all the determinations.

The same assay results were plotted against the mean and tolerance limits (TL) reported by the CRM manufacturer to confirm if accuracy was within an acceptable range (Accuracy Charts). Error limits are conventionally defined as ±2 and ±3 times the TL. Two or more consecutive assays outside of 2-TL or one result outside of 3 TL is considered failure. Homestake used a more permissible limit of ±10% of the CRM mean value as its error limit.

Homestake investigated the samples that exceeded the tolerance limits and requested reruns of individual samples plus the bracketing samples on either side in the stream. In some cases, entire batches were re-assayed where consecutive standards failures were returned.

RPA noted that CRM PM 916 performed poorly with numerous failures above and below the TL. Given the poor performance of this CRM, RPA recommended that it not be used in the future.

In the opinion of RPA, no systematic bias was observed in the CRM results that would materially affect a Mineral Resource estimate. Homestake responded appropriately and in a timely fashion when assay QA/QC failures occurred.

12-6

12.2.1.3

Core Duplicates

The results for six elements, Au, Ag, Cu, Zn, Pb and Mo, were compiled and plotted on scatter diagrams. Generally, repeatability was good with Au, Ag, and Mo showing good correlations between original and duplicate results. Other elements such as Cu, Pb, and Zn showed sensitivity to outlier values. Each had one original-duplicate pair that skewed results. When these outliers were removed, the remaining data showed good correlation.

The core duplicate data was subject to statistical analyses and plotted on Relative Difference (Thompson-Howarth) diagrams to look for evidence of bias. Generally, no bias was observed, but the values for gold displayed significant scatter below 4.0 g/t Au, which suggests poor repeatability that might adversely affect the accuracy of local block grades at low grades. However, in the opinion of RPA, this will not materially impact the global grades for the Mineral Resource estimate.

12.2.1.4

Check Assays (Pulp Duplicates)

The pulp duplicate data were examined by RPA and plotted on a scatter diagram to assess the repeatability of the assay results. The data were subjected to statistical analysis and plotted on a Relative Difference (Thompson-Howarth) diagram to investigate evidence of bias. In RPA’s opinion, there was reasonably good agreement in the assay results between the primary and secondary laboratories. There is no evidence of bias or unacceptably high scatter. RPA recommended that, for future programs, pulp duplicates include Ag and Cu determinations.

12.2.1.5

Metallic Screen Assays

As part of Acme’s assaying protocols, results that exceeded the upper DL for Au were reassayed by metallics screen analysis. Between 2005 and 2008, a total of 161 samples were reanalyzed, the results tabulated, and plotted on a scatter diagrams to assess Au repeatability. Gold assays showed good repeatability with a slight positive bias to higher results from metallic assays, especially at lower grades. In RPA’s opinion, this apparent bias was not significant enough to affect the Mineral Resource estimate.

12-7

12.2.2

QA/QC Results 2010 (From Rennie, 2011)

RPA reviewed the external assay QA/QC results in some detail for the 2011 resource estimate and Technical Report (Rennie, 2011). A summary of that review is provided below. More details can be found in the 2011 RPA Technical Report, which is available on SEDAR.

Homestake tabulated and analyzed the assay QA/QC data for 2010, and provided the results to RPA in a series of Excel spreadsheets for review. The analytical methods used by Homestake were similar to those applied by RPA for the previous year’s results. Duplicate pairs were plotted on Scatter Diagrams, standards results were plotted on Accuracy Diagrams. Blanks results were not plotted.

12.2.2.1

Blanks

Only two samples were returned with values significantly above detection limit, and even these were very low. In RPA’s opinion, there were no concerns evident in the blanks results for 2010.

12.2.2.2

Standards

For the 2011 resource estimate, a similar standard analytical procedure was used to previous years, where Homestake submitted accuracy diagrams to RPA for review. RPA noted that there was a high standard failure rate, but relevant failed standards had been sent for reanalysis and the re-assayed batches did not differ much from the original, suggesting no issues with the database. They also recommended continued vigilance. For a detailed discussion of this, see the 2011 Resource Estimate and Technical Report.

12-8

12.2.2.3

Core Duplicates

RPA plotted the results for gold and silver from the core duplicates on scatter diagrams and Relative Difference plots, as was done for previous years. Scatter was observed to be relatively high for gold, but otherwise there were no significant concerns with the core duplicate assays.

12.2.2.4

Pulp Duplicates

RPA reviewed the pulp check assays run at ALS as a check on the primary laboratory (Acme). There was excellent agreement for both gold and silver, and there were no concerns with the check assays.

12.2.3

QA/QC Results 2011-12

12.2.3.1

Blanks

The blanks were tabulated and analysed for Au and Ag. The blanks were all from the same rock source. In cases where Au or Ag was deemed anomalous, the ICP signature of the blank was investigated to confirm there was not an error in sample labelling. If the contamination was deemed to be severe, the sample suite around the blank was sent for re-analysis.

Of the 172 blanks that were assayed in 2011/12, 58 contained detectable Au, but only four were greater than or equal to three times the lower detection limit, (5ppb,) with the largest being 27ppb Au. The highest sample was adjacent to a mineralized zone, possibly showing slight contamination but it was deemed to be within acceptable limits and not to materially affect the resource.

12-9

Of 172 blanks used in the 2011-12 programs, 21 contained detectable silver, of which 5 were greater than three times the detection limit. All of these samples were within a zone of silver mineralization and it was deemed that one blank failure could materially affect the resource (5.7ppm Ag) due to contamination. This sample series was re-analyzed. The re-analysis returned a value of 0.5ppm Ag and the surrounding mineralized samples, which were re-analysed, returned values approximating the original assays. The blank still contained Ag, but within acceptable limits.

Overall, in the opinion of Homestake, the detectable Au and Ag in blanks are not high enough to materially affect the resource, except in a single case which was re-analyzed. Ongoing vigilance is recommended and any elevated Au and Ag values in the blanks should be further investigated.

12.2.3.2

Standards

Assays for standards were plotted up on Accuracy Diagrams as they were received. If a standard failed and was near a mineralized zone then the appropriate sample series was sent for re-analysis. Of the 18 standards used since 2003, (see Table 12-1,) 9 were used in 2011 and 2012. Statistics for each standard used is shown in Table 12-2.

Of the 298 standards assayed, 12 fell outside the 3SD tolerance limit for Au and 13 for Ag. No standard assayed was outside the 3SD tolerance limit for Cu. Table 12-2 shows the standards used in 2011/12 and the percentage variation from the mean as defined by the standard certificate. All elements in all standards fall within acceptable ranges except for Ag in standard CDN-CM-24. The average Ag value for this standard was 14.4% higher than the certificated average. This was not deemed acceptable, however none of these standards were inserted into sample streams that would materially affect the resource. It is recommended that this standard should not be used in future drilling programmes.

12-10

TABLE12-2 STANDARDS - 2011/12 DRILLING AT HOMESTAKE RIDGE PROPERTY

Number of Standards	Standard Assays	Average ACME Results
31 (CDN-CM-24)	0.521g/T Au 4.1g/T Ag 0.365% Cu	0.536g/T Au or +2.9% 4.69g/T Ag or +14.4% 0.371% Cu or +1.6%
88 (CDN-GS-13A)	13.2g/T Au	13.35g/T Au or +1.1%
50 (PM-450)	0.56g/T Au	0.571g/T Au or +1.96%
49 (PM 435)	2.28g/T Au	2.28g/T
31 (CDN-GS-2L)	2.34g/T Au	2.407g/T Au or +2.9%
3 (CU-162)	2.73g/t Au 0.58% Cu	2.746g/t Au or +0.59% 0.585% Cu or +0.86%
39 (CDN-ME-5)	1.07g/t Au	1.12g/t Au or +4.67%
206.1g/t Ag (grav)	201.6g/t Ag or -2.18%
0.84% Cu	0.845% Cu or +0.60%
5 (PM-420)	1.22g/t Au	1.288g/t Au or +5.57%
2 (PM-428)	3.264g/t Au	3.295g/t Au or +0.95%

Figures 12-1 to 12-3 show the graphs generated to analyse standard CDN-GS-13A for 2011 and 2012 plotted in chronological order. This was the high grade gold standard used and serves as an example to the QAQC analysis method used.

12-11

FIGURE 12-1 AU VALUES - STANDARD CDN-GS-13A FOR 2011/12 DRILLING

Figure 12-1 shows that there were only 4 samples outside the 3SD tolerance limit of the mean, although a number fell between 2SD and 3SD tolerance limits. None of the failures were within a mineralized zone and therefore they were not sent for re-analysis. Also, there does not look to be any positive or negative bias to the assays.

The moving average, (Figure 12-2) is slightly over the standard mean, but well within acceptable limits and the %RSD (Figure 12-3) also stays well within acceptable limits, despite the large negative failure observed in one sample.

12-12

FIGURE 12-2 AU MOVING AVERAGE - STANDARD CDN-GS-13A FOR 2011/12 DRILLING

FIGURE 12-3 %RSD - STANDARD CDN-GS-13A FOR 2011/12 DRILLING

Standard CDN-ME-5 was again used for silver assays in 2011 but not in 2012. Gold analyses from this standard showed significant variably, with three of 39 samples falling outside of the 3SD tolerance limit. On further review of the standard certificate, it was noted that gold was given only provisional certification. The percentage RSD recorded for the 2011 dataset was 13.5% which is comparable to the %RSD values from the round robin analyses (0.92% to 19.35%) of the standard and was therefore deemed within acceptable limits. In the round robins on the certificate, the %RSD varied from lab to lab between 0.92 and 19.35% . For silver, all assays fell within the 3SD tolerance limit, although some were barely within this tolerance. Figure 12-4 shows the silver assay results for standard CDN-ME-5.

12-13

FIGURE 12-4 AG VALUES - STANDARD CDN-ME-5 FOR 2011/12 DRILLING

The moving average for silver from CDN-ME-5 returned a Ag value of 201.6g/t, which is 2.23% less than the lab average and well within acceptable limits. The %RSD for the dataset was 4.43% which also falls well within acceptable limits.

Overall, the number of standard failures in 2011-12 was similar to 2010. Where necessary, surrounding samples were sent for re-analysis and compared with the originals. The re-run assays did not differ materially from the original analyses, which appears to confirm the integrity of the database. It is recommended, however, that the rigorous checking of the QAQC continues and if the rate of standard failures gets worse for any of the standards, the issue should be investigated and, if necessary, an alternative standard used.

12-14

12.2.3.3

Core Duplicates

Core duplicates were tabulated and Au, Ag and Cu were plotted up on scatter graphs with a logarithmic scale. Figure 12-5 shows these graphs. R ² values were generally extremely good, with Au at 0.9146, (0.9931 if the highest sample is removed,) Ag at 0.9971 and Cu was less reliable at 0.6332, but, in Homestake’s opinion, this is due to sensitivity to outliers. Overall, there was excellent correlation between the duplicates and no significant concerns were observed.

FIGURE 12-5 SCATTER PLOTS - CORE DUPLICATE PAIRS FOR AU AG AND CU

12.2.3.4

Pulp Duplicates

Homestake reviewed the pulp check assays run at ALS as a check on the primary laboratory (Acme). There was excellent agreement for both Au, (R ² of 0.9934,) and Ag, (R ² of 0.9987,) especially within the higher grade zones. There was only one check assay where ALS Au came in much lower than ACME Au and it does not fall within the resource envelope. This difference was not investigated, although it is presumably due to a nugget effect. Figure 12-6 is a plot of the original assays (ACME) against the check pulp duplicate assays (ALS) for gold and silver. Copper was checked as well and also had excellent correlation.

12-15

FIGURE 12-6 SCATTER PLOTS - ORIGINAL ASSAYS WITH THE CHECK PULP ASSAYS FOR AU AND AG

12.3

Data Verification

Comprehensive data verification was performed by RPA both for the 2010 and 2011 NI 43-101 resource estimates (Rennie D et al. 2010, Rennie, 2011) Details of what was implemented can be found in these reports.

For the 2011/2012 data, Homestake and RPA conducted data validation procedures similar in some respects to those carried out for earlier drilling campaigns. The resource database was imported by Homestake into Gemcom SURPAC, which is a commercial, off-the-shelf software package for management and manipulation of exploration and mining data, very similar to Gemcom GEMS, but differing slightly in database management methodology. All samples and all tables in the database relevant to the resource estimate were audited using the database audit facility and no errors were found. As a secondary check, RPA extracted 4229 samples from the 2011-12 drilling results, representing 14.4% of the total samples in the database, and compared them to the original assay certificates. No errors were found (Rennie, pers. comm., 2013)

In Homestake’s opinion, the database is reasonably free of errors and acceptable for use in estimation of mineral resources.

12-16

13	Mineral Processing and Metallurgical Testing

This section is copied verbatim from the June 2010 RPA Technical Report (Rennie, et al, 2010).

13.1

Metallurgical Testing

13.1.1

Main Homestake Deposit

Metallurgical test work has been undertaken by SGS Mineral Services in Lakefield, Ontario (SGS), under the close direction of Melis Engineering Ltd. (Melis). Melis issued five interim status reports throughout the test work program, which got underway in July 2009 and was essentially completed in April 2010. RPA has reviewed the work via the Melis reports as the test program progressed. In addition, SGS has issued three separate mineralogical reports.

The metallurgical test work has been preliminary in nature, with the initial objective of understanding the most amenable processing route. A number of different samples were created to spatially represent the different zones of the deposit and a number of different processing options have been investigated. These include:

	•	Gravity concentration with whole ore cyanidation

	•	Gravity/flotation of cleaner concentrate for sale to a smelter

	•	Gravity/flotation of cleaner concentrate for sale to a smelter plus cyanidation of various flotation tails streams

	•	Gravity/flotation of rougher concentrate/cyanidation of rougher concentrate

13.1.1.1

Samples

Four individual sub-composite samples were constructed representing four spatially distinct zones of the deposit:

•

Bodnar Upper Zone A (between 900 m and 950 m) – Composite BUA

13-1

	•	Bodnar Upper Zone B (between 840 m and 900 m) – Composite BUB

	•	Middle Zone (between 780 m and 840 m) – Composite MZ

	•	Silver Zone – Composite SZ

The Silver Zone has subsequently been referred to as the Silver Cap Composite to more accurately describe its location in the deposit. The Lower Zone (600 m to 650 m) is deeper mineralization which may be tested later. A fifth composite, the overall Homestake Ridge composite or Composite HR, was made from three of the sub-composites (BUA, MZ and BUB). The head grade assay analysis of the five composites is shown in Table 13-1.

TABLE 13-1 COMPOSITE SAMPLE ANALYSIS

Homestake Ridge Project

Composite	Mass (kg)	Au (g/t)	Ag (g/t)	Cu (%)	S (%)	Hg (g/t)

BUA	74	3.52	17.8	0.070	3.42	1.2

MZ	53	7.05	7.3	0.30	3.30	1.1

BUB	46	6.70	14.4	0.067	3.37	1.3

HR		6.24	12.7	0.14	3.25	1.2

SZ	26	12.4	1,366	0.068	5.10	18.4

Notes:

1.	Au and Ag assays reported are metallics assays. Fire assay values were typically higher, but metallics assays are generally considered more accurate.

2.	Composite HR is comprised of 40% BUA, 30% MZ and 30% BUB

The samples were prepared from quartered drill core. BUA was made up from samples from six drillholes, while MZ and BUB were made up from samples from eleven drillholes and five drillholes respectively. The HR composite was then constructed from blending of the BUA, BUB, and MZ composites.

13-2

In RPA’s opinion, the selection of drillholes and intercepts in obtaining the sub-composite samples has been done in a reasonable manner. Composite HR is reasonably representative of a mineable resource head grade from the deposit.

Composite SZ was made up from samples from five drillholes but does provide a reasonable representation of the overall Silver Cap resource as the grade is significantly higher than that expected to be mined. It still provides an indication of the metallurgical response, but care must be taken in considering the results obtained from this sample.

13.1.1.2

Results

The test work at SGS was intended to be completed in three phases, however, only Phase 1 has been completed to date. The Phase 1 program included:

	•	Mineralogy by QEMSCAN Gold and Silver Mineralogical Analysis by SEM/EDS and electron microprobe as well as submicroscopic gold analysis by SIMS

	•	Gravity testing including gravity recoverable gold (GRG) testing

	•	Flotation testing, including 11 batch rougher tests, 14 batch cleaner tests, and four locked cycle tests

	•	Cyanidation testing, including nine tests on gravity tailings and three on flotation tailings.

	•	Environmental testing

Test work focused on Composite HR. In summary, the initial assessment of four flowsheet options suggests that recovery of a combined gravity/flotation concentrate for sale to a smelter would be the simplest process and may prove the most economical, thus being the best option to pursue for future test work. A reasonable combined concentrate grade from this process is expected to be 200 g/t Au and 5% Cu. Silver concentration will depend on how much SZ material is blended in.

13-3

In RPA’s opinion, based on the test work completed to date, the recoveries using this process route would be:

85% – 90% for gold

75% – 80% for silver

85% – 90% for copper

13.1.1.3

Mineralogy

The HR sample consisted mainly of potassium feldspar (KAlSi3O8) (35%) and quartz (28%), with moderate amounts of calcite and dolomite (7.8%) and pyrite (FeS2) (7.1%) . Clays, chlorite, other silicates and iron-titanium oxides, as well as chalcopyrite (CuFeS2) make up minor components. Trace amounts of sphalerite ((Zn,Fe)S), galena (PbS), arsenopyrite (FeAsS), and pyrrhotite (Fe1-xS) are also present.

Pyrite accounts for 92% of the sulphide present in the sample and is 79% free or liberated. Chalcopyrite accounts for 91% of the copper and tetrahedrite [(Cu,Fe)12Sb4S13] for 4.2% of the copper. Chalcopyrite is 88% free or liberated. The analysis indicated that liberation will require relatively fine grinding with the D50 size, being 50 microns for pyrite and 45 microns for chalcopyrite.

Gold and silver deportment show that gold is present as free particles, attached to or locked in particles in pyrite and silicate minerals. Numerous gold grains were observed, some as large as 100 microns. Submicroscopic gold accounts for just 3% of the gold.

Silver is present as native silver, electrum, kustelite, hessite, silver tetrahedrite, acanthite, pyrargyrite and as an alloy with antimony. Silver has a greater association with gangue minerals and tends to be locked up to a greater degree than gold.

13-4

13.1.1.4

Gravity Concentration

Three five kilogram samples of Composite HR ground to 165 micron P80 were tested for gravity concentration using a Knelson concentrator followed by a Mozley table. The concentrate was assayed and the tails collected and saved for further test work. For two of the tests, the gravity tailings were used for flotation test work while in the other test the gravity tailings were used for cyanidation testing. The gold recovery ranged from 23% to 37%, while the silver recovery was 7% to 11% in 0.17% to 0.28% of the mass. The concentrate assayed on average 780 g/t Au.

A single GRG test on Composite HR provided values of 51.2% for gold and 28.3% for silver. It is expected that approximately 35% of the gold and 20% of the silver could be recovered in a gravity circuit. Composite SZ behaved similarly to Composite HR.

13.1.1.5

Flotation

A total of 21 batch tests were completed on Composite HR (eight rougher tests, one scavenger test, two one-stage cleaner kinetics tests, and ten cleaner tests to produce a final grade concentrate). All of these tests were conducted on gravity tailings.

The best rougher kinetics results were achieved using PAX (potassium amyl xanthate), TNC-312 (a sodium diethyl dithiophosphate) and MIBC (methyl isobutyl carbinol). A primary grind size of 120 micron to 135 micron P80 provided the best results. Finer grinding did not improve the results.

Cleaner tests with no pH adjustments (lime) produced the best results obtaining a 3 ^rd cleaner concentrate of 131 g/t Au, 261 g/t Ag, and 5.1% Cu with recoveries of 68% Au, 57% Ag, and 84% Cu. A concentrate regrind of 22 micron P80 provided the best results.

Two locked cycle tests (LCT) were completed on Composite HR with similar conditions to those used in the optimum batch cleaner test with a fourth stage of cleaning used. LCT-1 utilized a coarser primary grind and regrind of 230 micron P80 and 60 micron P80, respectively, compared to LCT-2 where the primary grind was 128 micron P80 and the regrind was 35 micron P80. The results from the locked cycle tests on Composite HR are shown in Table 13-2.

13-5

The results are fairly comparable, indicating there is little impact on metallurgical performance from varying grinding size, however, the stability of these tests was poor and they did not achieve the same concentrate grade as seen in the optimized batch test. Further work will be required to more accurately assess metallurgical performance and improve concentrate grade.

TABLE 13-2 COMPOSITE HR LOCKED CYCLE TEST RESULTS Homestake Ridge Project

			Grade			Recovery (%)
Test #	Mass (%)	Au (g/t)	Ag (g/t)	Cu (%)	Au	Ag	Cu



LCT-1

Concentrate	5.0	67.3	173	2.4	85.2	82.4	96.0

Tailings	95.0	0.62	2.0	0.005	14.8	17.6	4.0

Calc Head	100.0	4.18	11.1	0.13

LCT-2

Concentrate	4.9	67.6	178	2.8	85.7	85.1	95.2

Tailings	95.1	0.58	1.6	0.007	14.3	14.9	4.8

Calc Head	100.0	3.83	10.2	0.14

The concentrate from LCT-1 was analyzed for impurity elements. The concentrate is essentially a fairly clean pyrite concentrate, assaying 42% Fe, with a moderate amount of chalcopyrite. Impurities of note include 1.1% Zn, 0.58% Pb, and 12.6 g/t Hg.

A small amount of flotation testing was carried out on Composite SZ. Four batch tests and two locked cycle tests were completed. A test on Composite SZ gravity tails, under flotation conditions established for Composite HR, yielded a 4 ^th cleaner concentrate assaying 66 g/t Au and 15,856 g/t Ag and 0.87% Cu at recoveries of 70% Au, 74% Ag, and 63% Cu. A differential Cu/Pb/Zn float yielded poor results due mainly to the low base metal grade of the sample. The locked cycle results are shown in Table 13-3.

13-6

TABLE 13-3 COMPOSITE SZ LOCKED CYCLE TEST RESULTS Homestake Ridge Project

			Grade			Recovery (%)
Concentrate	Mass (%)	Au	Ag (g/t)	Cu (%)	Au	Ag	Cu
		(g/t)
LCT-3	10.2	50.3	11,902	0.62	90.4	91.6	91.5

LCT-4	9.3	54.1	12,599	0.66	86.3	88.1	88.1

Impurities of note include 9.2% Zn, 3.88% Pb, and 124 g/t Hg, indicating this concentrate would be better suited to a lead/zinc smelter.

13.1.1.6

Cyanidation

Eight cyanidation tests were performed on Composite HR, as well as one carbon-in-leach (CIL) test and one carbon-in-pulp (CIP) test. The main focus was on leaching gravity tailings, with a total of seven tests completed. In addition, two tests were completed on batch flotation cleaner scavenger tails and one on batch flotation rougher scavenger tails. Two cyanidation tests were completed on Composite SZ gravity tailings.

An average of 87% cyanide gold extraction can be achieved from Composite HR gravity tails with a 48 hours leach time and 1.0 g NaCN/L free cyanide at pH >10.5 with a net consumption of 0.65 kg/t NaCN, and a lime consumption of approximately 0.5 kg/t CaO. The corresponding silver extraction from gravity tails averaged 49%.

13-7

The cyanidation tests on cleaner scavenger tailings indicated that an additional 2% of the gold could be extracted, while an additional 8% could be extracted from rougher scavenger tailings. The additional recovery is likely too low to be economic.

For Composite SZ, gold and silver extractions reached 84% and 80%, but only with extended leach times of approximately 200 hours. The abnormally long leach time, the high copper levels in the leach solution (257 mg Cu/L), and the relatively low extraction renders cyanidation an unsuitable option for the SZ mineralization.

13.1.1.7

Tailings Environmental Testing

A tailings sample from Composite HR LCT-2 was submitted for testing, including:

	•	Modified Acid-Base Accounting (ABA) tests

	•	Net Acid Generation (NAG) tests

	•	Solids analyses

	•	Liquid analyses and decant aging test

	•	Short term leach test

	•	Toxicity tests

	•	Humidity cell tests

The ABA test on a Composite HR tailings sample resulted in a relatively high neutralizing with a Net NP of 79.7 t CaCO3/1,000 t. The NAG was 0.0 kg/t H2SO4, suggesting the flotation tailings have very low potential for acid generation. Leach tests and toxicity tests indicated there were no real problems. Humidity cell testing of Composite HR tailings products is continuing.

13-8

A tailings sample from Composite SZ LCT-4 was submitted for ABA and NAG testing. The Net NP of -29.3 t CaCO 3/1,000 t is low and strongly suggests the SZ tailings are acid generating. The NAG at pH 7.0 was 23.0 kg/t H 2SO4.

13.1.2

Homestake Silver Deposit

In May 2011 Kevin Scott, Principal Metallurgist of RPA - Vancouver office was asked to design and oversee a preliminary evaluation of processing options for mineralization from the Homestake Silver deposit. A total of 58 samples from eight holes from the 2010 drill core were taken for a total weight of ~87 kg on the basis of quartering 64 m of NQ2 core and an average density of 2.73. On a weighted basis providing an average grade of 3.7 g/t Au and 121g/t Ag (Pers. Comm., Kevin Scott, May, 2011). The average grade of the sample approximated the average grade of the 2010 Mineral Resource Estimate for the Homestake Silver zone, at a 3.0g/t AuEq cut -off, and is believed to be representative of average

The samples were collected and delivered to SGS Canada Ltd. in Vancouver, BC. The test work performed included mineralogical characterization as well as gravity, flotation and cyanide testing. The following is taken verbatim from the final report from SGS Canada dated March 8, 2013, under the project number 50150-001.

One master composite was submitted for characterization and testwork from the Homestake Silver (HS) zone. Head sample chemical characterization was completed on the composite and the main assay results are presented below in table 13-4:

TABLE 13-4 HS COMPOSITE ASSAY HEAD GRADE

Element	Au	Ag	Cu	Pb	Zn	S
Units	g/t	g/t	%	%	%	%
Value	3.43	119	0.03	0.17	0.20	3.92

Bond Ball Mill Work Index of the master composite was 17.5 kWh/t, putting it in the 77th hardness percentile amongst the samples in our database. The sample was characterized as hard.

13-9

Gravity concentration (Knelson concentrator followed by Mozley table) at a grind size of 75 μm recovered 54% of the gold and 21% of the silver from the whole ore.

Three rougher flotation tests were conducted to evaluate the performance of various collector combinations. A previous study on another deposit within the same property identified TNC 312 and PAX as the most favourable collector combination. The three rougher flotation tests confirmed that in terms of gold grade and recovery this collector combination did in fact outperform the other collector combination of TNC 312 and SIPX. TNC 312 and SIPX however did slightly better in recovering silver. TNC 312 and PAX was chosen as the collector combination going forward. The dosage used was 40 g/t each.

A series of four batch cleaner tests was completed on the gravity tailings. A three stage cleaning circuit with a cleaner scavenger stage was chosen because of its simplicity and conventionality. Regrinding the rougher concentrate for 10 minutes in a laboratory pebble mill improved the recovery for all the elements of interest (gold, silver, lead, zinc). The combination of gravity and flotation demonstrated the ability to recover 92% of the gold and 88% of the silver in the sample tested.

One locked cycle test at 75 μm was performed on the gravity tailings of this composite. The locked cycle test metallurgical projection is shown below, which includes the gravity concentration step prior to flotation. Gold and silver recoveries from the gravity and locked cycle test are 93% and 88%, respectively. Overall, the locked cycle test gave comparable results to the batch cleaner test. (Table 13-5)

TABLE 13-5 75 µ M LCT METALLURGICAL PROJECTION

Product	Weight	Assays %, g/t					% Distribution
	%	Pb	Zn	Au	Ag	S	Pb	Zn	Au	Ag	S
Gravity Conc	3.7	1.38	1.12	72.4	892.0	45.3	29.5	20.3	63.3	26.7	44.3
Cln 3 Conc	3.6	2.78	3.86	34.6	2126.9	44.9	57.6	68.0	29.3	61.7	42.6
Cln1 Scav Tail	16.3	0.05	0.07	0.70	28.8	1.85	4.7	5.6	2.7	3.8	8.1
Ro Tail	76.4	0.02	0.02	0.26	12.4	0.25	8.2	6.0	4.7	7.8	5.0
Head (calc.)	100	0.17	0.20	4.19	122.6	3.75	100	100.0	100	100	100
(direct)		0.17	0.20	3.43	119.0	3.92

Gravity + Flotation	7.2	2.07	2.48	53.9	1504.8	45.2	87.1	88.3	92.6	88.4	86.9

A total of seven cyanidation bottle roll tests were performed on the gravity tailings. The effects of primary grind size and NaCN concentration as well as the use or pre-aeration and lead nitrate were explored. Primary grind (of gravity tailing) affects gold and silver recoveries the most, with the finest grind size of 35 µm giving the best recoveries. Cyanide (NaCN) dosage of 1 to 1.5 g/L was found to be adequate. Likewise, the use of pre-aeration or lead nitrate does not improve recoveries. Gold recovery reached a plateau after 24 hours but silver recoveries increased over the next 24 hours and plateaued. Gold recoveries after 48 hours of leaching ranged from 84 to 88% and silver recoveries ranged from 70 to 88%. (Table 13-6)

13-10

TABLE 13-6 RECOVERY OF GOLD AND SILVER, GRAVITY + LEACH VS. GRAVITY + FLOTATION

Recoveries
	Gravity, %		Leach, %		Flotation,%		Overall
							Flowsheet, %
	Au	Ag	Au	Ag	Au	Ag	Au	Ag
Gravity + Leach BG	60.6	8 24.9	84.9	79.2			94.1	84.4

- L1	60.6	24.9	88.8	88.3			95.6	91.2

BG 8 - L2	60.6	24.9	85.8	78.9			94.4	84.2

BG 8 - L3	60.2	27.3	84.2	72.1			93.7	79.7

BG 9 - L4	60.2	27.3	85.3	70.2			94.1	78.3

BG 9 - L5	60.2	27.3	84.8	73.4			93.9	80.7

BG 9 - L6	60.2	27.3	88.7	72.9			95.5	80.3

BG 9 - L7

Gravity + Flotation LCT	63.3	26.7			79.9	84.2	92.6	88.4

1	60.2	27.3			78.2	83.5	91.3	88.0

F8

Comparing gravity separation followed by leaching vs. flotation, and also taking into consideration the grind size of the leach/flotation feed, it is clear that gravity followed by flotation (LCT1) gave the best overall recovery for both gold (93%) and silver (88%). BG8-L1 would be the best gravity followed by leaching option, as it gave high overall recoveries (94% and 84% for gold and silver) at 75 µm.

Finally, leaching tests were performed on gravity concentrate as well as rougher flotation concentrate. 93% of the gold and 48% of the silver in the gravity concentrate can be recovered through leaching. In the case of the rougher flotation concentrate, 84% of the gold and 68% of the silver can be recovered through leaching.

13-11

14	Mineral Resource Estimate

14.1

Summary

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 (ID ³ ) 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 HM is the more copper-rich of the zones, with both gold-rich and silver-rich variants and an apparent trend for increasing copper content with depth. The HM consists of a broad corridor of sub-parallel anastomosing zones which strike approximately 137° and dip steeply to moderately to the northeast. Most of the zones dip at 75° to 80°, flattening to 45° in the central section between elevations 750 masl and 900 masl. Widths range from centimetre-scale to as much as four metres in true thickness. In places the zones are observed to jog abruptly in a left-lateral sense and this is interpreted to be due to cross-faulting. These disruptions can be in the order of 30 m or more. The HM has been traced on surface and in drill intercepts for a strike length of 750 m, and a vertical extent of just over 500 m.

Grades for gold typically range from 0.1 g/t to 2 g/t with some intercepts measuring into the hundreds of grams per tonne. Silver grades are generally in the 1.0 g/t to 100 g/t range, but often can be as high as hundreds and even thousands of grams per tonne. Copper content varies from parts per million to several percent, and mean grades are observed to increase significantly with depth.

The HS, located approximately 0.5 km southeast of HM, contains very little copper, and is, as the name suggests, relatively higher in silver content. The zone comprises a cluster of parallel structurally-controlled zones, striking approximately 135°, with near-vertical dips.

14-1

The individual sub-zones in the HS are narrower than the HM zones on average, but are more consistent in orientation with little or no undulation and only minor cross-faulting. The zone has been traced by drilling for a total vertical extent of approximately 600 m, along a strike length measuring just under 800 m. At the southeast extremity of HS, two near-vertical, east-northeast-trending faults are interpreted to have displaced the zones in an apparent dextral sense by as much as 100 m.

Silver grades at HS average 162 g/t, which is just over double HM at 72.6 g/t Ag and 43 times that of SR (3.8 g/t Ag) . Gold grades at HS typically range up to several g/t Au, and averaged 3.6 g/t Au in the samples contained within the interpreted zone boundaries. Copper content is comparatively low, although geochemically significant, and generally measures between 10 ppm and 500 ppm. There are elevated levels of lead and zinc, typically measuring in the 10 ppm to 1,000 ppm range, with some intercepts assaying as high as several percent lead and/or zinc. In RPA’s opinion, however, the lead and zinc are not consistently high enough in grade to contribute significantly to the project economics.

The SR zone comprises two narrow sub-parallel tabular bodies which strike at approximately 140° and dip 65° to the northeast. To date, only six holes have intersected significant mineralization, so characterization of the structure and grades is quite preliminary. The zones measure one metre to three metres in thickness and have been traced for approximately 300 m vertically and along strike.

Silver grades at SR are comparatively modest, averaging 3.8 g/t Ag in the vein samples. This is offset by relatively high gold values, which average 14.0 g/t Au.

All three zones have elevated arsenic and antimony contents, typically averaging in the tens to low hundreds of parts per million. The updated Mineral Resource estimate is summarized in Table 14-1. Tables showing the Mineral Resources by individual zone are provided in Appendix 2.

14-2

TABLE 14-1 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)	(Moz)	(g/t)	(Moz)	(%)	(Mlb)
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.

14-3

14.2

Database

The sample database comprised diamond drilling results from the exploration work conducted by Homestake, along with trench channel samples. This database was provided to RPA in the form of an Access database, which was exported to ASCII and then imported into GEMS and validated. As of the cut-off date for the estimate (December 31, 2012), there were records for 252 drillholes in the database. One of these holes was a re-drill, and so the actual number is 251. RPA notes that several holes were drilled on exploration targets remote from the resource area and, therefore, were not included in the estimate. 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.

The assay table contained results for gold, silver, and copper along with the entire suite of elements from the Inductively Coupled Plasma (ICP) analyses. These results were indexed to hole and sample numbers, as well as the downhole from-to intervals.

Sample lengths ranged from 0.15 m to 3.35 m. Orientations of both the holes and the mineralized zones varied significantly, so the apparent widths of zones often differed substantially from the true width. However, in RPA’s opinion, the interpretations prepared by Homestake personnel have adequately taken these orientations into account, and the sampling is representative of the deposit grades.

14.3

Wireframe Models

Wireframe models of the mineralized zones were constructed using a nominal gold equivalent (AuEq) cut-off grade of 2.0 g/t AuEq over a minimum horizontal width of 2.0 m. Gold equivalence was derived from a simple ratio of the metal prices. The wireframe models were allowed to extend along strike and down dip to the next drillhole intercept, regardless of distance (generally 100 m or less owing to the drill spacing). On the external boundaries, the models were constrained to a nominal 50 m distance from the outermost intercept. Wireframes were constructed for 21 individual zones in HM, 20 zones in HS, and two in the SR (see Figures 14-1, 14-2, and 14-3).

14-4

FIGURE 14-1 MZ WIREFRAMES (VIEW LOOKING SOUTHWEST)

FIGURE 14-2 HS WIREFRAMES (VIEW LOOKING NORTH)

14-5

FIGURE 14-3 SR WIREFRAMES (VIEW LOOKING NORTH)

The wireframes were used to apply unique integer codes to the blocks and to the sample intervals, and to record the proportion of each block contained within the wireframes (termed a percent model). The integer codes were used to control which composites could be used in the interpolations for a particular zone. The percent models were used to refine the block tonnage estimates for each zone and minimize dilution. Tables of zone codes and wireframes are provided in Appendix 3.

The wireframe models also served to provide a means of assigning different average bulk densities to the various zones for tonnage estimation. The densities applied to each zone are also shown in Appendix 3. A discussion of the derivation of the average density values is provided below in the section entitled Bulk Density.

14.4

Sample Statistics

RPA carried out a statistical analysis of the sample assay results for Ag, Au, Cu, Sb, and As, as well as sample length. Statistics were generated for the global datasets in each of the principal zones, as well as the sub-domains described in Appendix 3. In some instances it was necessary to group sub-domains in order to have enough samples for a valid analysis. The results of this analysis for the global datasets are shown in Table 14-2. Summary sample statistics along with histograms and probability plots for the individual zones are provided in Appendix 4.

14-6

TABLE 14-2 SAMPLE STATISTICS

Homestake Ridge Project

Main Zone
	Ag	Au	Cu	Sb	As	Length
	(g/t)	(g/t)	(%)	(ppm)	(ppm)	(m)

Number	619	619	619	619	619	619

Mean	72.610	8.311	0.234	88.886	177.288	1.2444

Median	6.279	2.463	0.020	16.600	93.000	1.15

SD	385.489	36.750	0.586	320.488	284.938	0.5005

CV	5.309	4.422	2.509	3.361	1.607	0.4022

Min	0.050	0.003	0.0004	0.200	1.000	0.15

Max	6,798.00	696.41	6.959	4,000.00	3,599.50	3.35

HS Zone
	Ag	Au	Cu	Sb	As	Length
	(g/t)	(g/t)	(%)	(ppm)	(ppm)	(m)

Number	436	436	436	436	436	436

Mean	161.966	3.605	0.027	133.703	158.130	1.2087

Median	25.600	1.250	0.008	49.700	93.000	1.15

SD	544.319	9.952	0.058	250.953	198.702	0.3887

CV	3.361	2.760	2.149	1.877	1.257	0.3216

Min	0.400	0.003	0.0005	5.300	3.000	0.25

Max	9,027.00	129.46	0.460	2,369.10	1,827.00	3.00

14-7

TABLE 14-2 SAMPLE STATISTICS

Homestake Ridge Project

SR Zone
	Ag	Au	Cu	Sb	As	Length
	(g/t)	(g/t)	(%)	(ppm)	(ppm)	(m)
Number	23	23	23	23	23	23

Mean	3.784	13.970	0.058	4.804	49.794	0.957

Median	2.359	9.020	0.003	4.800	45.649	1.00

SD	4.079	17.092	0.189	1.894	27.642	0.3087

CV	1.078	1.224	3.273	0.394	0.555	0.3226

Min	0.100	0.070	0.0004	2.300	9.500	0.45

Max	17.10	58.10	0.890	11.60	168.00	1.00

RPA notes that the sample distributions are non-normal and are positively skewed. Sample distributions for some elements in some zones closely approximate a log-normal distribution, which is very common for deposits of this type. It is also noted that some of the zones display multi-modal distributions suggesting that the wireframe domains contain multiple populations. Generally, it is desirable to segregate all distinct sample populations, although this is not always practical. RPA recommends that additional interpretative work be carried out on the wireframe models to see if other grade sub-domains can be resolved within the existing geological framework.

14.5

Cutting of High Assays

As stated above, the sample distributions for all elements are moderately to strongly positively skewed. This can result in overestimation of interpolated block grades unless some measures are taken to moderate the skewness. A common method for dealing with this issue is the application of top cuts to the samples. The determination of appropriate top cuts is very difficult without production results for calibration. RPA carried out an analysis to determine reasonable top cuts for all of the zones.

14-8

This analysis included the following:

	•	Inspection of histograms and probability plots

	•	Generation of “cutting curves”

	•	Decile analysis.

The histograms and probability plots can sometimes indicate specific higher grade samples or groups of samples that represent outliers to the general population. Top cuts can then be established to ensure that these samples are captured.

Cutting curves are created by plotting the capped mean grades at a range of top cuts against those cuts. This resulting plot will typically curve downwards with a decrease in the cap value until it becomes asymptotic to the y-axis. In RPA’s opinion, a reasonable top cut value generally falls along the flatter portion of the curve (see Figure 14-4) just before it curves downwards towards the y-axis. In the case of the example in Figure 14-4, this would be in the range of 3 g/t Au to 6 g/t Au.

14-9

FIGURE 14-4 EXAMPLE CUTTING CURVE

The decile analysis involves estimating the metal contained in the samples in the top ten percentiles of the sample distribution and gauging the effect on this metal content of capping at a range of values. The samples are ordered from highest to lowest and the relative metal contents are estimated by multiplying the sample grade by length. The cumulative metal contents are generated for the top ten percentiles and plotted. For some deposits, it has been determined that if more than 10% of the total metal content in the system is contained within the samples residing in a single percentile, then top cuts are warranted. The top cut can be determined by finding the value at which there are no percentiles which contain more than 10% of the total metal.

An example of a Decile Plot is shown in Figure 14-5. In this case, the top percentile appears to contain over 20% of the total metal content, which suggests that there is a risk of overestimation. At a top cut of 2,000 g/t Ag, the metal content for this percentile drops to 10%, indicating that the data set should be capped to at least that value prior to grade interpolation.

14-10

CZ 1.0 Percentile Analysis
HS - All Silver

FIGURE 14-5 EXAMPLE DECILE PLOT

In practice, RPA determined that when the data were subdivided into the various domains, there were not enough samples to conduct a meaningful analysis using the Decile Plots. Consequently, these diagrams were only used as a general investigative tool for the global data sets at HM and HS to confirm that top cuts were appropriate.

Based on the analyses described above, as well as experience with similar deposits, RPA selected top cuts for the various zones. These top cuts are listed in Table 14-3.

14-11

TABLE 14-3 TOP CUTS

Homestake Ridge Project

		Ag (g/t)		As (ppm)		Au (g/t)		Cu (%)		Sb (ppm)
			No.		No.		No.		No.		No.
Zone	Number	Cap	Capped	Cap	Capped	Cap	Capped	Cap	Capped	Cap	Capped
HSFW1	11	n/a		n/a		4.0	2	n/a		200	1

HSM1	85	2,000	1	n/a		20.0	2	n/a		650	3

HSM2	177	2,000	3	n/a		40.0	3	0.35	4	1,500	3

HSM3	121	500	2	n/a		45.0	2	0.35	1	n/a

HWHW	42	800	1	n/a		n/a		n/a		n/a

SR	23	n/a		n/a		40. 0	3	0.35	1	n/a

MHM	401	250	2	1,500	4	100. 0	4	3. 0	7	1,000	5

MHMZ	36	n/a		n/a		30.0	1	n/a		n/a

MHM_TR	26	n/a		n/a		100.0	1	3.0	1	1,000	1

MHSC	148	1,000	8	1,500	2	100.0	1	n/a		1,000	5

MHFW	8	n/a		na		n/a		n/a		1,000	1

The cuts were applied to the samples before compositing. The effect of applying the top cuts was to reduce the average grades typically by between 5% and 15%. In extreme cases, where the mean grades were overly sensitive to very high outliers, the reduction was significantly higher, at times as much as 40% or more. Table 14-4 shows how the unweighted mean sample grades were affected by the top cuts for gold, silver, and copper.

14-12

TABLE 14-4 EFFECT OF TOP CUTS

Homestake Ridge Project

		Ag (g/t)			Au (g/t)			Cu (%)
	Raw	Capped		Raw	Capped		Raw	Capped
Zone	Mean	Mean	% Diff.	Mean	Mean	% Diff.	Mean	Mean	% Diff.

HSFW1	n/a			1.73	1.64	-5.1%	n/a

HSM1	266.72	184.04	-31.0%	2.71	2.09	-22.9%	n/a

HSM2	186.51	172.59	-7.5%	3.90	3.76	-3.7%	0.0348	0.0340	-2.5%

HSM3	50.93	47.17	-7.4%	5.14	4.02	-21.8%	0.0283	0.0274	-3.2%

HWHW	185.40	169.74	-8.4%	n/a			n/a

SR	n/a			15.85	14.28	-9.9%	0.0555	0.0320	-42.3%

MHM	16.62	14.29	-14.0%	9.86	7.77	-21.2%	0.34	0.32	-6.5%

MHMZ	n/a			5.61	5.01	-10.7%	n/a

MHM_TR	n/a			16.68	12.14	-27.2%	0.81	0.80	-2.3%

MHSC	279.21	148.04	-47.0%	6.95	5.57	-19.9%	n/a

MHFW	n/a			n/a			n/a

14.6

Compositing

The cut samples were composited to a nominal 2.0 m length. The zones are often narrow, and a rigid 2.0 m composite length would have produced a high number of “orphans”, which are short remnants at the margins of the wireframe models. In order to eliminate the orphan composites, the compositing parameters were adjusted to allow the software to distribute the orphan sample length equally across all composites in an intercept. So for example, if the intercept length was 5.5 m from hanging wall to footwall contact, instead of two 2.0 m and one 1.5 m composite, the software would produce two equal-length composites of 2.75 m apiece. This produced a range of composite lengths between 2.0 m and 4.0 m. RPA conducted an analysis to determine if the composite length was correlated in any way with grades. No correlation was found. In RPA’s opinion, the variable composite lengths should not impart a bias to the grade interpolation.

14-13

Global composite statistics for all three zones are provided in Table 14-5. Histograms and probability plots for HM and HS are provided in Appendix 5.

14-14

TABLE 14-5 COMPOSITE STATISTICS

Homestake Ridge Project

Main Zone
	Ag	Au	Cu	Sb	As
	(g/t)	(g/t)	(%)	(ppm)	(ppm)

Number	317	317	317	317	317

Mean	46.322	6.501	0.214	66.273	185.869

Median	8.382	3.138	0.035	21.631	103.168

SD	131.591	10.832	0.396	123.835	219.146

CV	2.841	1.666	1.846	1.897	1.179

Min	0.297	0.019	0.0007	1.696	2.710

Max	996.10	94.76	2.496	990.53	1,520.12

HS Zone
	Ag	Au	Cu	Sb	As
	(g/t)	(g/t)	(%)	(ppm)	(ppm)

Number	212	212	212	212	212

Mean	118.266	3.605	0.027	133.703	147.025

Median	29.205	1.250	0.008	49.700	90.013

SD	221.119	9.952	0.058	250.953	163.962

CV	1.870	2.760	2.149	1.877	1.115

Min	0.623	0.003	0.0005	5.300	12.630

Max	1,579.93	129.46	0.460	2,369.10	12.63

SR Zone - Insuf ficient number of composites

14.7

Geostatistics

RPA carried out geostatistical analyses on the capped and composited samples for gold, silver, and copper in the databases for HM and HS. There were not enough composites in SR to generate variograms. The results were often difficult to interpret and yielded orientations counter to the interpreted structural directions, which rendered them highly suspect. Gold did not yield coherent variograms in either HS or HM. At HM, even with the major axis forced into alignment with the mineralized zones, silver yielded a model with the semi-major axis oriented counter to the interpreted strike and dip. The variogram for the semi-major axis direction for copper was not coherent.

14-15

RPA was able to generate interpretable results for copper and silver at HS by forcing the axes directions to the observed strike and dip of the zones. A summary of the variogram models is provided in Table 14-6.

14-16

TABLE 14-6 VARIOGRAPHY

Homestake Ridge Project

Homestake Main
					Orientations			Ranges

Metal	Model	Nugget	C1	Major	Semi	Minor	Major	Semi	Minor
				097/-	358/-
Ag	Sph	0.27	0.73	59	06	084/30	165	69	40

Au	Could not be interpreted

				133/-
Cu	Sph	0.20	0.80	11	056/51	214/37	165	109	109

Homestake Silver
				Orientations				Ranges

Metal	Model	Nugget	C1	Major	Semi	Minor	Major	Semi	Minor
					035/-
Ag	Sph	0.27	0.73	137/00	89	047/0.4	206	109	9

Au	Could not be interpreted

					039/-
Cu	Sph	0.17	0.83	137/00	90	227/0.5	194	117	8

Notes:

1.	The semi-major axis for the HS copper variogram model was not clearly defined. It is estimated only.

2.	Gold variograms did not yield a coherent model.

14.8

Search Parameters

In the geostatistical analyses conducted for the 2010 estimate, a coherent variogram model for gold at HM was obtained. It measured 80 m x 35 m x 20 m, oriented with the major axis plunging slightly to the south of the down-dip direction. The model ranges for silver and copper in both 2010 and the present analyses were significantly larger (see Table 14-6). In RPA’s opinion, for multi-element estimates such as this one, the element with the shortest range should dictate what the search distances should be. For the 2010 estimate, this range was set from the gold variogram model at a maximum of 75 m. For this estimate, the maximum range was extended to 100 m, and the interpolations were run in three passes. 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. RPA notes that the 100 m ellipsoid was rarely, if ever, required for the interpolations as almost all blocks were captured within the 50 m range. The 75 m range was retained, however, for classification of Inferred Mineral Resources.

14-17

For HS, the search was oriented such that the major and semi-major axes were parallel to a vertical plane striking 135°. The SR search ellipsoids were also oriented at a strike of 135°, except with a dip of 80°NE. At HM, the mineralized zones are deformed and display a range of strikes and dips. Seven different orientations were used for the HM search ellipsoids. The orientations are listed below:

	1.	MHM1 – 140/-76NE

	2.	MHM2 - 140/-40NE

	3.	MHM3 - 170/-40NE

	4.	MHM4 - 140/-70NE

	5.	MHM5 - 140/-20NE

	6.	MHM6 - 120/-65NE

	7.	Other - 135/90

The block grade interpolations were constrained to a minimum of three and maximum of eight composites for the first two passes, with a minimum of one and maximum of five for the third. In all passes, the interpolations could use only up to two composites from a single drillhole.

14-18

14.9

Bulk Density

Bulk density measurements collected by Homestake field personnel were used to estimate the densities for each of the zones. The density measurements were taken using a water immersion method on intact pieces of drill core. Results for a total of 12,623 density determinations were provided to RPA, although only a relatively small proportion of these measurements were taken in the mineralized zones. The total number of density measurements taken on core from within the zones was 1,559. For each zone, the average of the measurements from that zone was used as the block density. If a zone had no measurements, then the global average was used. Table 14-7 below lists the density values used for the tonnage estimates.

14-19

TABLE 14-7 BULK DENSITY Homestake Ridge Project

Homestake Main
Zone	Code	Wireframe	Folder	SG
MHM_tr	1000	mhm_trench_1	MHM-1	2.77
MHM_a	1001	mhm_a_1	MHM-1	2.76
MHM_b	1002	mhm_b_1	MHM-1	2.79
MHM_c	1003	mhm_c_1	MHM-2	2.85
MHM_d	1004	mhm_d_1	MHM-3	2.78
MHM_e	1005	mhm_e_1	MHM-2	2.78
MHM_f	1006	mhm_f_1	MHM-3	2.72
MHM_g	1007	mhm_g_1	MHM-1	2.81
MHM_h	1008	mhm_h_1	MHM-1	2.79
MHM_i	1009	mhm_i_1	MHM-3	2.77
MHMz_a	1010	mhmz_a_1	MHMZ-1	2.77
MHMz_b	1011	mhmz_b_1	MHMZ-1	2.70
MHMz_c	1012	mhmz_c_1	MHMZ-1	2.77
MHSC_a	1020	mhsc_a_1	MHSC-1	2.69
MHSC_b	1021	mhsc_b_1	MHSC-1	2.72
MHSC_c	1022	mhsc_c_1	MHSC-1	2.74
MHSC_d	1023	mhsc_d_1	MHSC-1	2.73
MHSC_e	1024	mhsc_e_1	MHSC-2	2.79
MHSC_f	1025	mhsc_f_1	MHSC-2	2.79
MHSC_g	1026	mhsc_g_1	MHSC-3	2.77
MHFW	1030	mhfw_1	MHM-1	2.77
Homestake Silver
Zone	Code	Wireframe	Folder	SG
HSM1a	2015	hsm1_a_1	HSM1	2.84
HSM1b	2025	hsm1_b_1	HSM1	2.84
HSM1c	2035	hsm1_c_1	HSM1	2.84
HSM2a	2016	hsm2_a_1	HSM2-2	2.80
HSM2b	2026	hsm2_b_1	HSM2-1	2.77
HSM2c	2036	hsm2_c_1	HSM2-1	2.66
HSM2d	2046	hsm2_d_1	HSM2-1	2.76
HSM2e	2056	hsm2_e_1	HSM2-2	2.73
HSM2f	2066	hsm2_f_1	HSM2-2	2.73
HSM2g	2076	hsm2_g_1	HSM2-2	2.73
HSM2h	2086	hsm2_h_1	HSM2-1	2.73
HSM3a	2017	hsm3_a_1	HSM3-1	2.70

14-20

TABLE 14-7 BULK DENSITY
Homestake Ridge Project

HSM3b	2027	hsm3_b_1	HSM3-2	2.70
HSM3c	2037	hsm3_c_1	HSM3-1	2.70
HSM3d	2047	hsm3_d_1	HSM3-2	2.70
HSM3e	2057	hsm3_e_1	HSM3-2	2.70
HSFW1	2001	hsfw1	HSFW1	2.71
HSHW1	2014	hshw1_1	HSHW	2.85
HSHW2	2024	hshw2_1	HSHW	2.85
HSHW3	2034	hshw3_1	HSHW	2.85
South Reef
Zone	Code	Wireframe	Folder	SG

SRa	3001	sra_1	SR	2.75
SRb	3002	srb_1	SR	2.75

14.10

Block Models

Three separate block models were created: one for each of HM, HS and SR. All were arrays of blocks measuring 5 m x 5 m x 5 m and rotated by 45° relative to the survey grid so as to be aligned with the general strike of the mineralization. Block model geometries are summarized in Table 14-8.

TABLE 14-8 BLOCK MODEL GEOMETRIES
Homestake Ridge Project

Main Zone
Origin	X:	463129.3

	Y:	6179000

	Z:	1125

Model Size	Rows	80

	Columns	205

	Levels	135

14-21

TABLE 14-8 BLOCK MODEL GEOMETRIES
Homestake Ridge Project

Homestake	Silver
Zone Origin		X:	463800

		Y:	6178200

		Z:	900

Model Size		Rows	95

		Columns	200

		Levels	130

South Reef Zone
Origin		X:	463693.9

		Y:	6177106

		Z:	1200

Model Size		Rows	95

		Columns	170

		Levels	130

The models were constructed using GEMS software, which is a commercial package commonly used in the industry. A separate model (called a “folder”) was created for each domain, as defined in Table 14-7. Block variables stored in the folders included:

	•	Rock code

	•	Percent inside the wireframe

	•	Gold grade (g/t)

	•	Silver grade (g/t)

	•	Copper grade (%)

14-22

	•	Antimony grade (ppm)

	•	Arsenic grade (ppm)

	•	NSR value

	•	Resource class

	•	Anisotropic distance to the nearest composite

	•	Number of composites used in the estimate

	•	Average distance to the nearest composite

The percent model stores the proportion of each block contained within the wireframe model. Grades were estimated and stored for the “ore” component of each block only. GEMS volumetric calculations were configured to report only the undiluted mineralized portion of the block models.

Cross section and level plan views of the block models are provided in Appendices 6 and 7.

14.11

Validation

The model was validated by the following means:

	•	Visual inspection of the block grades in plan and section views and comparison with the composite grades

	•	“Jack-knifing” (sequentially removing each sample from the data set and estimating its value using the surrounding samples)

	•	Comparison of global block grades with global composite grades.

The block grades were observed to honour the local composite grades reasonably well. Remote sections of the zones, informed by composites from only one hole or sometimes even just one composite, tended to be poorly estimated. Often large numbers of these outermost blocks ended up with the same grade, which could tend to bias the global average grade. Additional definition drilling would be required to improve the block grade estimates for these areas. RPA notes that any of these peripheral blocks included in the Mineral Resources were classified as Inferred.

14-23

Cross-validation, or “jack-knifing”, is a process wherein individual samples are sequentially removed from the database and their values interpolated from the surrounding samples. Table 14-9 shows the comparison of the mean grades of the composites compared to the means of the cross-validation estimates. For the most part, there is good agreement, suggesting that the estimates are unbiased. In some cases, particularly for copper, one high composite within a comparatively small data-set caused extreme variations between the original and estimated means. Examples of this can be seen in the copper for domains MHMz, MHSC_g, and HSFW1.

For most domains, the global block grades tended to be reasonably close to the global composite grades, particularly for the better-drilled areas. Table 14-10 shows the comparison between the average composite and block grades for the primary sub-domains within each major zone (i.e. HM, HS, or SR). The sub-domains represent groups of wireframe models that shared composites in the grade interpolations. Within each sub-domain, there are up to ten individual wireframe models which were interpolated using their own composites as well as those in neighbouring zones.

14-24

TABLE 14-9 CROSS-VALIDATION RESULTS
Homestake Ridge Project

		Silver			Gold			Copper
Zone	Original	Estimate	% Diff	Original	Estimate	% Diff	Original	Estimate	% Diff

MHM_tr abgh fw	14.11	13.37	-5.30%	6.15	6.04	-1.70%	0.3311	0.3399	2.70%
									-
MHM_ce	16.11	16.06	-0.30%	8.76	8.86	1.20%	0.2779	0.2412	13.20%
MHM_dfi	11.97	13.02	8.80%	6.82	7.58	11.10%	0.207	0.2669	28.90%
			-						-
MHMz	11.73	8.9	24.10%	4.14	4.22	1.90%	0.0936	0.0554	40.80%
									-
MHSC_abcd	95.8	119.8	25.10%	5.52	6.16	11.70%	0.0239	0.0207	13.20%
MHSC_ef	630.85	630.88	0.00%	1.8	1.66	-7.80%	0.0506	0.0504	-0.30%
						-			-
MHSC_g	142.36	147.86	3.90%	1.83	1.55	15.00%	0.0919	0.0448	51.20%
HSM1	156.59	168.73	7.80%	2.03	2.35	16.10%	0.0156	0.016	2.70%
HSM2bcdh	188.79	189.3	0.30%	4.65	4.8	3.30%	0.0352	0.0352	-0.10%
HSM2efg	112.15	103.44	-7.80%	1.88	1.81	-3.70%	0.0206	0.0246	19.50%
			-
HSM3ac	10.9	8.33	23.50%	3.44	3.4	-0.90%	0.0279	0.0261	-6.60%
HSM3bde	104.58	106.1	1.50%	4.27	4.67	9.40%	0.0172	0.0161	-6.50%
									-
HSFW1	57.42	57.49	0.10%	1.55	1.85	19.80%	0.0106	0.0032	70.00%
						-
HSHW	175.81	193.35	10.00%	0.22	0.12	44.90%	0.0151	0.0169	11.90%
			-			-			-
SR	3.73	2.68	28.10%	11.6	8.72	24.80%	0.0269	0.0238	11.50%

14-25

TABLE 14-10 COMPARISON OF MEAN COMPOSITE AND BLOCK
Homestake Ridge Project GRADES

			Comps
	Ag	As	Au	Cu	Sb

MHM	14.00	189.22	7.41	0.290	53.87
MHMZ	11.73	135.58	4.14	0.094	25.76
MHSC	135.64	192.25	4.78	0.035	93.60
MHFW	35.32	75.97	2.48	0.184	222.40

HSM1	156.59	189.71	2.03	0.016	109.59
HSM2	153.20	161.71	3.36	0.028	138.44
HSM3	42.44	91.68	3.71	0.024	56.07
HSHW	175.81	227.03	0.222	0.015	193.05
HSFW	57.42	58.52	1.547	0.011	29.05

SR	3.73	50.62	11.60	0.027	4.58

			Blocks
	Ag	As	Au	Cu	Sb

MHM	11.07	121.48	5.75	0.326	57.13
MHMZ	11.01	122.25	4.05	0.089	21.45
MHSC	130.27	151.18	3.90	0.043	75.57
MHFW	31.39	97.00	2.23	0.208	242.96

HSM1	139.82	177.38	1.81	0.016	96.13
HSM2	139.70	152.41	3.04	0.024	128.76
HSM3	48.88	100.34	2.94	0.030	73.01
HSHW	178.48	228.58	0.244	0.015	201.91
HSFW	68.09	81.87	1.579	0.015	36.74

SR	3.58	50.22	12.70	0.038	4.60

14-26

TABLE 14-10 COMPARISON OF MEAN COMPOSITE AND BLOCK
Homestake Ridge Project GRADES


			Percent Difference
	Ag	As	Au	Cu	Sb

MHM	-20.9%	-35.8%	-22.4%	12.5%	6.1%
MHMZ	-6.1%	-9.8%	-2.1%	-4.9%	-16.7%
MHSC	-4.0%	-21.4%	-18.3%	23.1%	-19.3%
MHFW	-11.1%	27.7%	-10.3%	13.2%	9.2%

HSM1	-10.7%	-6.5%	-10.7%	2.6%	-12.3%
HSM2	-8.8%	-5.8%	-9.6%	-15.6%	-7.0%
HSM3	15.2%	9.4%	-20.9%	23.3%	30.2%
HSHW	1.5%	0.7%	9.7%	-0.6%	4.6%
HSFW	18.6%	39.9%	2.1%	41.6%	26.5%

SR	-3.9%	-0.8%	9.5%	41.3%	0.3%

RPA notes that there is an apparent bias in the copper grades in HSFW and SR. This was found in both cases to be due to a single high-grade composite that was influencing the local block grades. Both zones were comparatively low in overall copper grade, and the individual high-grade composites did not have to be very high to have an impact on the global block grades. In RPA’s opinion, these are small zones and the impact of the apparent local biases will be insignificant relative to the overall Mineral Resource estimate.

14.12

Classification

Blocks within 75 m of a composite were provisionally assigned to at least an Inferred status. This distance was derived from the geostatistical analysis for gold conducted for the 2010 estimate. Blocks in HM within 20 m of the nearest composite, and estimated by composites from at least two drillholes, were provisionally upgraded to Indicated. The classifications for the provisional Indicated blocks in each wireframe model were inspected and manually adjusted. Isolated Indicated blocks were downgraded to Inferred. Similarly, small pockets of Inferred blocks contained within larger clusters of Indicated were upgraded to Indicated. This produced reasonably coherent volumes of Indicated Mineral Resources.

14-27

The 20 m radius was also derived from the gold variogram in the 2010 estimate. The major axis of that variogram model reached ¾ of the total sill at a range of 20 m.

The drillhole spacing in the HS and SR is too broad to allow classification of Indicated Mineral Resources, so all blocks were classified as Inferred. There are no Measured Mineral Resources at Homestake Ridge.

In RPA’s opinion, the Mineral Resource estimate is classified in a manner that is consistent with the rules and guidelines in National Instrument 43-101 (NI43-101).

14.13

Cut-off Grade

The cut-off grade was applied by means of a Net Smelter Return (NSR) value derived for each block in the models from the interpolated grades. The NSR value was estimated using the following parameters:

Metal prices:	Silver – US$27.00/oz

	Gold – US$1,500/oz

	Copper – US$3.50/lb

Mill recoveries:	Silver – 88.0%

	Gold – 92.0%

	Copper – 87.5%

C$:US$ Exchange Rate:

14-28

The NSR calculation included provisions for treatment charges, refining costs, transportation, and a 2% NSR royalty. Metallurgical recoveries were based on recent test work completed by Homestake. It was assumed that the mill process would comprise conventional grinding, gravity separation, and flotation. Two mill circuits were contemplated, one producing a copper concentrate and the other a bulk concentrate. The copper circuit would treat only copper-rich material, which was defined in the model as anything with a grade of 0.1% Cu or higher. Separate estimates of the NSR for each of the copper and bulk concentrates were derived. Multipliers were derived for estimation of the NSR for each unit (i.e. g/t or %) of metal in the resource blocks. For the copper-rich blocks these multipliers were as follows:

	Silver – US$0.6278 per g/t Ag

	Gold – US$42.0367 per g/t Au

	Copper – US$40.6987 per % Cu

For the copper-poor portion, the multipliers were:

	Silver – US$0.5621 per g/t Ag

	Gold – US$38.8777 per g/t Au

The NSR value was assigned to the blocks, and a cut-off of US$85/t was used to select blocks to be included in the Mineral Resources. The cost cut-off was derived from preliminary engineering studies conducted by Homestake as well as from RPA’s experience with similar projects.

14-29

14.14

Comparison To Previous Estimates

The last estimate of Mineral Resources for the project was current as of December 31, 2010 and is described in a NI43-101 report dated May 2011 (Rennie, 2011). The 2010 estimate is compared to the updated estimate in Table 14-11.

TABLE 14-11 COMPARISON OF 2010 AND 2012 MINERAL RESOURCE
ESTIMATES

Homestake Ridge Project

2010

Class	Zone	Tonnes	Au	Au	Ag	Ag	Cu	Cu
			(g/t)	(oz)	(g/t)	(oz)	(%)	(lb)

Indicated	HM	888,000	6.69	191,000	47.2	1,350,000	0.15	3,030,000

Inferred	HM	1,140,000	5.02	184,000	50.9	1,870,000	0.25	6,300,000

Inferred	HS	2,920,000	3.69	346,000	123.4	11,600,000	n/a	n/a


				Total 2010

Indicated		888,000	6.69	191,000	47.2	1,350,000	0.15	3,030,000

Inferred		4,060,000	4.06	530,000	103.0	13,470,000	0.07	6,300,000

14-30

TABLE 14-11 COMPARISON OF 2010 AND 2012 MINERAL RESOURCE
ESTIMATES

Homestake Ridge Project

2012

Class	Zone	Tonnes	Au	Au	Ag	Ag	Cu	Cu
			(g/t)	(oz)	(g/t)	(oz)	(%)	(lb)

Indicated	HM	604,000	6.40	124,000	48.3	939,000	0.18	2,410,000
Inferred	HM	2,031,000	5.65	369,000	28.6	1,870,000	0.31	13,860,000
Inferred	HS	4,400,000	2.85	344,000	130.4	18,500,000	0.03	2,190,000
Inferred	SR	332,000	13.04	139,000	3.6	38,800	0.04	284,000

Total 2012

Indicated		604,000	6.40	124,000	48.3	939,000	0.18	2,410,000
Inferred		6,763,000	4.19	852,000	93.6	20,408,800	0.11	16,334,000

			Percent Difference

Class	Zone	Tonnes	Au	Au	Ag	Ag	Cu	Cu
			(g/t)	(oz)	(g/t)	(oz)	(%)	(lb)

Indicated	HM	-32.0%	-4.3%	-35.1%	2.3%	-30.4%	20.0%	-20.5%
Inferred	HM	78.2%	12.5%	100.5%	-43.8%	0.0%	24.0%	120.0%
Inferred	HS	50.7%	-22.8%	-0.6%	5.7%	59.5%	n/a	n/a
Inferred	SR	n/a	n/a	n/a	n/a	n/a	n/a	n/a

				Total

Indicated		-32.0%	-4.3%	-35.1%	2.3%	-30.4%	20.0%	-20.5%
Inferred		66.6%	3.1%	60.8%	-9.2%	51.5%	58.5%	159.3%

14-31

There was a significant increase in the Inferred Mineral Resources, along with a decrease in Indicated Mineral Resources. Overall metal contents have increased in the Inferred category, despite a reduction of silver grade.

The Mineral Resource estimate was influenced by a number of factors, which had fairly wide ranging impacts. These influences are generally contradictory in that some would tend to increase the Mineral Resources and others decrease the Mineral Resources. Some factors would tend to increase grades at the expense of tonnes, while other would have the opposite effect. In RPA’s opinion, it is not possible to isolate one overall factor as being responsible for the changes seen in the estimate. The principal factors which would have resulted in the observed changes to the Mineral Resource estimates were as follows:

	•	Additional drilling
	•	A change in the cut-off used for construction of the constraining wireframes, from 0.5 g/t AuEq to 2.0 g/t AuEq
	•	Difference in cut-off method applied (NSR versus gold equivalence)
	•	Higher metal prices

The drillholes and trenches added since the last estimate resulted in the discovery of additional Mineral Resources in all zones, and in the case of SR, an entirely new zone. The SR zones are observed to be significantly higher in gold than HM and HS and this has impacted the global gold content of the Mineral Resources. In some instances, poor results in the new drilling may have resulted in removal of material from the Mineral Resources, however, in RPA’s opinion, the overall impact was to add material.

The change from a 0.5 g/t AuEq cut -off grade to a 2.0 g/t AuEq cut -off grade had a significant effect on the size and shape of the constraining wireframe models. The overall impact would likely have been to reduce the tonnage while increasing the grade. In RPA’s opinion, this appears to have happened at HM, but not at HS. The mineralized zones at HM are structurally more complicated and diffuse than at HS. Consequently, there was likely more low-grade material entrained in the 2010 HM wireframe models which was then excised from the 2012 models.

RPA notes that the revised geological interpretation and wireframe models for HM resulted in a more fragmented aspect to the mineralization. Zones that were previously modelled as single zones were often broken up into small, less continuous zones. This reduction in continuity contributed to a reduction in Indicated Mineral Resources at HM.

14-32

In RPA’s opinion, the change in cut-off methodology from AuEq to NSR may have resulted in the addition of more copper-rich/precious metal-poor material. As described earlier in this report section, different NSR multipliers were applied depending on the copper content of the blocks. This could have had the effect of increasing the relative value of the copper which would have had the overall influence of increasing tonnes at the expense of silver and gold grades. Overall copper grades should then have increased, and this appears to have been the case.

The metal prices used in the updated estimate were $27/oz Ag, $1,500/oz Au and $3.50/lb Cu, compared with $18/oz Ag, $1,050/oz Au, and $3.25/lb Cu used in 2010. The effect of this would have been to increase the tonnage and reduce the grade, as more lower grade material would have reported above the cut-off grade. RPA notes, also, that the NSR cut-off of $85/t applied for the update estimate was roughly equivalent to a 2.5 g/t AuEq cut -off grade, which is lower than the 3.0 g/t AuEq cut -off grade used in the 2010 estimate. This would also have had the effect of increasing tonnes and reducing grades.

14.15

Other Considerations

Mining projects are subject to a variety of influences, risks and constraints that include technical concerns as well as environmental, permitting, legal, title, taxation, socio-economic, marketing, and political issues. The project is at an early stage of development and the studies required to answer these potential concerns have not been completed. RPA is not aware of any issues that may prevent the Project from advancing or would otherwise impact upon the Mineral Resource estimate.

14-33

15	Mineral Reserve Estimate

There are no Mineral Reserves for the Project.

15-1

16	Adjacent Properties

The following information was derived from company websites and management documents posted on www.sedar.com which are referenced in Section 20 of this report.

16.1

Dolly Varden Resources

Located approximately 25 km north of Alice Arm, the Dolly Varden property comprises 9,374 ha and includes two former producing silver mines – the Dolly Varden Mine and the Torbrit Mine. The property is owned by Dolly Varden Silver Corporation (Dolly Varden), which holds surface rights over some of these mineral claims.

The Dolly Varden adjoins the southern boundary of the Homestake Ridge property and is underlain by similar a volcano-sedimentary stratigraphy belonging mostly to the lower and middle Jurassic Hazelton Group. The most prominent mineralized zone on the property is an aerially extensive sheet of chemical sediment mineralization (the “DVT Exhalite”) which extends through most of the major occurrences on the property

Historic production on the property is reported as: 1.5 million ounces Ag at an average grade of 35.7 opt from the Dolly Varden Mine in the early 1920’s; and 18.5 million ounces Ag at an average recovered grade of 13.58 opt from the Torbrit Mine from 1949 to 1959.

Recent exploration on the property by Dolly Varden in the 2011 and 2012 has focused on the Wolf deposit. The Wolf was identified between 1911 and 1914 and has seen several phase of exploration and development work in its history. The most recent work includes: surface mapping and sampling; infrastructure work; inspection of underground workings and the completion of 21 surface diamond drill holes totaling 4,610 m.

The 2011-12 exploration was successful in confirming grades and widths of the historical drilling on the Wolf and extending historical zones of mineralization and supports a syn-genetic model for the mineralized zone. Dolly Varden plans continued work on the property in 2013.

16-1

Homestake is not aware of any NI-43-101-compliant Mineral Resource estimates on the property.

16.2

Kinskuch Property

Homestake optioned the claim group in March 2011. Homestake can earn an 85% interest by making Advanced Minimum Royalty payments totaling $580,000 and spending $3,000,000 in work on the property over a four year period. The remaining 15% interest can be purchased from the Optionor for $2,000,000 and granting a 2% NSR royalty, of which 1% may be purchased for $1,000,000. The vendors are an independent group that staked and previously explored the claims. Subsequently, Homestake let this option lapse and no longer has an interest in the property.

Kinskuch is a large 64,500 ha property located directly east of Homestake Ridge and extends south approximately 30 km to tidewater at the small seasonal community of Alice Arm. The property contains over 37 documented precious- and base-metal mineral occurrences, many of which are hosted in the same rocks as those hosting the Homestake Ridge VMS/vein deposits, in addition to several showings of possible copper and gold porphyry -related mineralization. The property also contains much of the access road to Homestake Ridge and several highly prospective areas that have not been explored with modern technology.

Exploration on the property during the 2011 field season included a 3,821 line-kilometre DIGHEM airborne survey over approximately 60% of the project area, aggressive surface exploration of the main mineralized trends throughout the property, and 856 metres of diamond drilling in four holes.

The airborne data enabled both the mapping and delineation of controlling structures, and identification of anomalous conductivity suggesting locations of sulphide mineralization. Several zones of anomalous conductivity have been identified within key target areas throughout the project area.

16-2

The Illiance River trend was the main focus of the Company’s 2011 and 2012 exploration efforts, which occurs in the airborne survey as both a broad magnetic low (alteration zone) and electro-magnetic high (conductive zone) extending over a five km strike length of strongly altered volcanic stratigraphy. The target in this area is high-grade silver-enriched polymetallic mineralization within a series of structures and VMS horizons occurring along the altered trend. Exposed mineralization is similar to high-grade silver deposits deposits identified at the Dolly Varden mine and at the Homestake Ridge property, located approximately 25km to the northwest in the same host rocks.

Homestake is not aware of any NI-43-101-compliant Mineral Resource estimates on the property.

16.3

Avanti Mining Inc.

Located at the head of Alice Arm, the property is the host of the rehabilitated Kitsault open pit mine. The property is 100% owned by Avanti Kitsault Mine Ltd., a wholly owned subsidiary of Avanti Mining Inc. (Avanti). A 1% NSR is held by Aluminerie Lauralco Inc. which may be purchased for US$10 million within 90 days of the presentation of a Bankable Feasibility Study.

The property contains three known molybdenum deposits, Kitsault, Belly Moly and Roundy Creek, and consists of 8,286 ha of mineral leases and mining claims.

Mineral Resources were estimated at Kitsault in 2009 by Avanti, and audited by SRK, using historic assay data derived from drilling conducted from 1967 to 1982 and drilling from 2008. Earlier in 2008, SRK conducted a Preliminary Economic Assessment which was revised in 2009 and was publically disclosed. In 2010 Avanti released the results of a Feasibility Study on the project prepared by AMEC. This was revised in February 2013.

As part of the Feasibility update undertaken in late 2012, a new mine plan was used to re-estimate mine capital and operating costs. The result of this work yielded a new NI 43-101 compliant resource statement as follows: 129.0 Mt grading. 0.092% Mo classified as Proven and 99.2 Mt grading 0.070% Mo classified as Probable Mineral Reserves. The Reserves are stated above a 0.026% Mo cut -off grade.

16-3

The primary author has been unable to verify the information on Avanti and Dolly Varden properties, and this information is not necessarily indicative of the mineralization on the Homestake Ridge property that is the subject of this Technical Report. The primary author is the Qualified Person as defined by NI 43-101 for the Kinskuch project. Although some styles of mineralization bear similarity to mineralization on the Homestake Ridge property and may be related in the broadest regional sense, there is no inferred or apparent physical connection between mineralization described on the two properties.

FIGURE 16-1 ADJACENT PROPERTIES

16-4

17	Other Relevant Data and Information

No additional information or explanation is necessary to make this Technical Report understandable and not misleading.

17-1

18	Interpretation and Conclusions

Homestake has updated the Mineral Resource estimate for the Homestake Ridge Project. The update incorporated the most recent drilling results and geological interpretations of the mineralized zones. Table 18-1 summarizes the estimate of Mineral Resources at an $85/t NSR cut-off.

TABLE 18-1 MINERAL RESOURCES TO DECEMBER 31, 2012

Homestake Ridge Project

Class	Tonnage	Au	Au	Ag	Ag	Cu	Cu
	(Mt)	(g/t)	(Moz)	(g/t)	(Moz)	(%)	(Mlb)
Indicated	0.604	6.4	0.124	48.3	0.939	0.181	2.41
Inferred	6.77	4.19	0.911	93.6	20.4	0.111	16.6

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.
	3.	The NSR cut-off value was generated 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 cut-off value was calculated as described above in the text of this report.

Homestake draws the following conclusions:

	•	The recent diamond drilling, logging, sampling and assaying have been carried out in a manner consistent with industry best practice.
	•	The core handling and sample security protocols employed by Homestake are consistent with industry best practice.
	•	Homestake applies independent assay QA/QC protocols that are appropriate and consistent with common industry practice.

18-1

	•	The assay database for the Homestake Ridge Project is reasonably free of errors and appropriate for use in estimation of Mineral Resources. The samples are representative of the deposit.

	•	Based on the results of metallurgical test work completed to date, the expected recoveries from a combined gravity/flotation processing plant would be: 85% – 93% for gold; 75% – 88% for silver; 85% – 90% for copper.

	•	The wireframe models constructed for HM have done a reasonably good job of segregating the various zones (domains) within the deposit. The sample statistics show that there are still multiple populations within some of the domains. In RPA’s opinion, this may be due to higher grade zones within the relatively lower grade wireframes. Additional interpretive work may be able to segregate these higher- grade domains, which would result in more robust grade interpolations.

	•	An NSR cut-off value of US$85/t was used to select blocks to be included in the Mineral Resources. The NSR cut-off value was derived for each block in the models from the interpolated grades and used provisions for treatment charges, refining costs, transportation and a 2% NSR royalty. The cost cut-off was derived from preliminary engineering evaluations conducted by Homestake as well as from RPA’s experience with similar projects.

	•	The updated Mineral Resource estimate returned a significant increase in Inferred Mineral Resources along with a decrease in Indicated Mineral Resources when compared to the previous 2010 Mineral Resource estimate. The current updated Mineral Resource estimate was influence by a number of factors including:

	o	the identification of new mineral resources through additional drilling;

	o	optimization of the block models to 3D wireframes at 2g/t AuEq cut-offs;

	o	the difference in cut-off method applied (NSR versus gold equivalent); and

	o	higher metal prices.

18-2

•

There continues to be the potential for discovery of additional Mineral Resources at Homestake Ridge.

18-3

19	Recommendations

Homestake makes the following recommendations:

	•	Additional interpretive work should be conducted on the wireframe models to isolate high and low grade portions of the existing zones and segregate them from one another.
	•	A Preliminary Economic Assessment should be undertaken to determine if the project is potentially viable.

	•	Additional exploration work should be carried out to increase the Mineral Resources for the project.

19.1

Recommended Exploration Work

Homestake geologists are of the opinion that 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

	•	the area on-strike and to the northwest of the presently defined South Reef deposit.

A budget of has been prepared by Homestake comprising of additional surface work and sampling, an additional 6 line-kilometres of ground IP geophysics and 5,000 metres of diamond drilling. Drilling will target lateral northwest and southeast extensions South Reef deposit and several additional targets within the Upper Hazelton stratigraphy throughout the property. The budget is summarized in Table 19-1.

19-1

TABLE 19-1 PROPOSED EXPLORATION BUDGET

Homestake Ridge Project

	C$
Personnel	300,000
Project Management and Database	75,000
Geochemical Surveying	100,000
IP Surveys	80,000
Drilling (includes fuel, pads and surveying)	750,000
Transportation (included helicopters and fuel)	545,000
Accommodations and Food	250,000
Miscellaneous (includes road maintenance)	150,000
Equipment Rentals	50,000

Subtotal	2,300,000
Contingency (+10%)	230,000
Total	2,530,000

19-2

20	References

Alldrick, D.A., (1993) Geology and metallogeny of the Stewart Mining Camp, northwestern British Columbia; British Columbia Ministry of Energy Mines and Petroleum Resources Bulletin 85, 105p.

Bryson, A. (2007): Assessment Report on the Homestake Ridge Project, Skeena Mining Division. Report for Bravo Ventures Group Inc., dated 29 October, 2007. Mineral Resource Branch Assessment Report No. 29355.

Climate data retrieved from www.theweathernetwork.com on May 25, 2010.

Bravo Gold Corp. (May 6, 2008). “Bravo Develops Infrastructure And Access At Its 100% Owned Homestake Ridge Property”. Press Release. Retrieved from http://www.bravogoldcorp.com/en/index.php?page=news&newsid=111 May 25, 2010.

Bravo Gold Corp. (March 16, 2010). “Homestake Ridge Project Update”. Press Release. Retrieved from http://www.bravogoldcorp.com/en/index.php?page=news&newsid=179 May 31, 2010.

British Columbia Ministry of Transportation and Infrastructure (May 19, 2010) “Province to Renew 18 km of Nisga’a Highway”. Press Release. Retrieved from http://www2.news.gov.bc.ca/news_releases_2009-2013/2010TRAN0024-000599.htm May 25, 2010.

Dolly Varden Resources (2010): Annual Management Discussion and Analysis, Dated March 1, 2010. Retrieved from www.sedar.com on June 20, 2010.

Dolly Varden Resources (2012): Annual Management Discussion and Analysis, Dated March 4, 2012. Retrieved from www.sedar.com on June 5, 2013.

Evans, G., and Lehtinen, J, (2001): 2001 Geological and Geochemical Report on the Homestake Ridge Property, Skeena Mining Division, British Columbia Lat. 54° 45” Long. 129° 35”, NTS 103P/12E and 13E. Internal company report. Teck Cominco Ltd.

20-1

Evans, G. and Macdonald, R., (2003): Technical Report on the Homestake Ridge Project, Skeena Mining Division, British Columbia, July 4, 2003

Folk, P. (2009): 2008 Exploration Report—Homestake Ridge Project. Skeena Mining Division, British Columbia. Internal report for Bravo Ventures Group Inc., dated 27 March, 2009.

Folk, P., and Makepeace, D. (2007): Report on the Homestake Ridge Project Skeena Mining Division British Columbia. Report for Bravo Ventures Group Inc., dated 11 April, 2007.

Greig, C.J., 1992: Fieldwork in the Oweegee and Snowslide ranges and Kinskuch Lake area, northwestern British Columbia; Geological Survey of Canada, Current Research Paper 92-1A, p. 145-155.

Greig, C.J., Anderson, R.G., Daubeny, P.H., Bull, K.F. and Hinderman, T.K., 1994: Geology of the Cambria Icefield: regional setting for Red Mountain gold deposit, northwestern British Columbia; Geological Survey of Canada, Current Research Paper 1994-A, p. 45-56.

Grove, E.W. (1986): Geology and Mineral Deposits of the Unuk River-Salmon River Anyox Area. British Columbia Ministry of Energy, Mines and Petroleum Resources Bulletin 63, 434 pp.

Kasper, B., and Metcalfe, P. (2004): Summary Report for the Homestake Ridge Project, British Columbia. Report for Bravo Ventures Group Inc., dated 10 December, 2004.

Knight, C., and Macdonald, R. (2010): 2009 Aerotem Airborne Survey Assessment Report on the Homestake Ridge Project. Unpublished Report for Bravo Gold Corp.

Macdonald, R. (2004): 2003 Exploration Summary Report on the Homestake Ridge Project, Skeena Mining Division, British Columbia. Report for Bravo Ventures Group Inc., dated August, 2004.

Melis Engineering Ltd. (2009): Memorandums on metallurgical test work for Homestake Ridge Project.

Rennie, D., Scott, K., McDonough, B., (2010), Technical Report on the Homestake Ridge Project, Stewart, British Columbia, Canada. June 28, 2010.

20-2

Rennie, D; (2011), Technical Report on the Homestake Ridge Project, Kitsault, British Columbia, Canada, NI43-101 Report for Bravo Gold Corp., May 20, 2011, 145 pp.

SRK (2009): Amended NI 43-101 Technical Report, Kitsault Molybdenum Property, British Columbia, Canada. Prepared for Avanti Mining Inc.

20-3

21	Date and Signature Page

This report titled “Technical Report on the Homestake Ridge Project, An Updated Resource Estimate, Kitsault, British Columbia” dated June 7 ^th , 2013, and readdressed on November 15, 2016 was prepared and signed by the following authors:

(Signed and Sealed) “Robert W.J. MacDonald”

Robert MacDonald, P. Geo..

V.P. Exploration, Homestake Resource Corporation

Dated at Vancouver, BC

November 15, 2016

(Signed and Sealed) “ David W. Rennie”

David W. Rennie, P.Eng.

Principal Geologist, Roscoe Postle Associates Inc.

Dated at Vancouver, BC

November 15, 2016

21-1

22	Certificate of Qualified person

ROBERT W. J. MACDONALD

I, Robert W.J. Macdonald, MSc., P.Geo., as an author of this report entitled “Technical Report on the Homestake Ridge project, An Updated Resource Estimate, Kitsault, British Columbia” prepared for Homestake Resource Corporation and dated June 7 ^th , 2013 and readdressed on November 15, 2016, do hereby certify that:

1.	As at the effective date of the report, I was the V.P. Exploration with Homestake Resource Corporation of 1199 West Hastings Street, Suite 1100, Vancouver, BC V6E 3T5.

2.	I am a graduate of Memorial University of Newfoundland in 1990 with a Bachelor of Science (Honours) degree in Earth Science. In addition I obtained a Master of Science degree (Earth Science) from the University of British Columbia

3.	I am registered as a Professional Geoscientist in the Province of British Columbia (Registration Number 27,531). I have worked as a geoscientist for a total of 23 years since my graduation. My relevant experience for the purpose of the Technical Report is:

	•	Education background with an emphasis on mineral deposits studies including Volcanogenic Massive Sulphide deposits

	•	Previous work history in the evaluation and analyses of gold and base metal deposits

	•	Significant experience operating and managing early to mid-stage exploration projects throughout North America in +15 years working for publically traded exploration companies

4.	I have read the definition of "qualified person" set out in National Instrument 43-101 (NI 43-101) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a "qualified person" for the purposes of NI 43-101.

5.	I visited the property from August 22 to August 25, 2012, and again on from September 23 to September 27, 2012.

22-1

6.	I am responsible for the overall preparation of the Technical Report and contributed to all sections of the report with the exception of Section 14.

7.	I am not independent of the Issuer applying the test set out in Section 1.5 of NI 43-101. I receive monetary compensation and have and expect to receive stock options from the Homestake Resource Corp.

8.	I have overseen the exploration and database management of the Homestake Ridge project since 2003.

9.	I have read NI 43-101, and the Technical Report has been prepared in compliance with NI 43-101 and Form 43-101F1.

10.	At the effective date of the Technical Report, to the best of my knowledge, information, and belief, the Section Nos. I am responsible for in the Technical Report contain all scientific and technical information that is required to be disclosed to make the technical report not misleading.

Dated November 15, 2016

(Signed and Sealed) “Robert W.J. MacDonald”

Robert MacDonald, P. Geo.

22-2

DAVID W. RENNIE

I, David W. Rennie, P.Eng., as an author of this report entitled “Technical Report on the Homestake Ridge project, An Updated Resource Estimate, Kitsault, British Columbia” prepared for Homestake Resource Corporation and dated June 7 ^th , 2013 and readdressed on November 15, 2016 , do hereby certify that:

1.	I am an Associate Principal Geologist with Roscoe Postle Associates Inc. of Suite 501, 55 University Avenue, Toronto, Ontario, M5J 2H7.

2.	I am a graduate of the University of British Columbia in 1979 with a Bachelor of Applied Science degree in Geological Engineering.

3.	I am registered as a Professional Engineer in the Province of British Columbia (Registration Number 13,572). I have worked as a geological engineer for a total of 37 years since my graduation. My relevant experience for the purpose of the Technical Report is:

	•	Review and report as a consultant on numerous mining operations and projects around the world for due diligence and regulatory requirements.

	•	Mineral Resource estimates and audits on a wide range deposit types in several countries.

	•	Pre-Feasibility and Feasibility Study work on several projects.

	•	Worked as a Geological Engineer at several mines and exploration projects in a number of countries.

4.	I have read the definition of "qualified person" set out in National Instrument 43-101 (NI 43-101) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a "qualified person" for the purposes of NI 43-101.

5.	I visited the Homestake Ridge property on September 20-21, 2009, and again on October 14, 2010. I did not visit the property for the purpose of this Mineral Resource estimate.

22-3

6.	I am responsible for Section 14, and parts of Sections 1, 18, and 19 of the Technical Report.

7.	I am independent of both the Issuer and Homestake Resource Corporation applying the test set out in Section 1.5 of NI 43-101.

8.	I have prepared Mineral Resource estimates for the project in 2010 and 2011.

9.	I have read NI 43-101, and the Technical Report has been prepared in compliance with NI 43-101 and Form 43-101F1.

10.	At the effective date of the Technical Report, to the best of my knowledge, information, and belief, the Section Nos. I am responsible for in the Technical Report contain all scientific and technical information that is required to be disclosed to make the technical report not misleading.

Dated November 15, 2016

(Signed and Sealed) “ David W. Rennie”

David W. Rennie, P.Eng.

23	Appendix 1

MINERAL TITLES

TABLE A1-1 MINERAL TENURE

Homestake Ridge Project

		Area
Tenure Number	Tenure Name	(ha)	Owner	Expiry
251427	CAMBRIA 1	100.0000	Homestake Resource Corp.	2020/Jan/31
251428	CAMBRIA 2	75.0000	Homestake Resource Corp.	2020/Jan/31
377241	WK 1	250.0000	Homestake Resource Corp.	2020/Jan/31
377242	WK 2	500.0000	Homestake Resource Corp.	2020/Jan/31
377243	WK 3	400.0000	Homestake Resource Corp.	2020/Jan/31
380949	WK 4	450.0000	Homestake Resource Corp.	2020/Jan/31
380950	WK 5	450.0000	Homestake Resource Corp.	2020/Jan/31
380951	KW 1	25.0000	Homestake Resource Corp.	2020/Jan/31
380952	KW 2	25.0000	Homestake Resource Corp.	2020/Jan/31
380953	KW 3	25.0000	Homestake Resource Corp.	2020/Jan/31
383016	KW 5	25.0000	Homestake Resource Corp.	2020/Jan/31
383017	KW4	25.0000	Homestake Resource Corp.	2020/Jan/31
383037	WK 6	150.0000	Homestake Resource Corp.	2020/Jan/31
383038	WK 7	400.0000	Homestake Resource Corp.	2020/Jan/31
537435	HR	127.4500	Homestake Resource Corp.	2020/Jan/31
537436	HRMARGIN 1	109.2500	Homestake Resource Corp.	2020/Jan/31
537437	HRMARGIN2	54.5990	Homestake Resource Corp.	2020/Jan/31
538791	HOMESTAKE RIDGE 1	18.2090	Homestake Resource Corp.	2020/Jan/31
540533	HOMESTAKE RIDGE 2	18.2035	Homestake Resource Corp.	2020/Jan/31
540540	HOMESTAKE RIDGE 3	18.2074	Homestake Resource Corp.	2020/Jan/31
545945	HOMESTAKE RIDGE 4	18.2036	Homestake Resource Corp.	2020/Jan/31
565708	HOMESTAKE RIDGE 5	36.4169	Homestake Resource Corp.	2020/Jan/31
565709	HOMESTAKE RIDGE 6	18.2055	Homestake Resource Corp.	2020/Jan/31
565710	HOME STAKE 7	18.2036	Homestake Resource Corp.	2020/Jan/31
598667	VANGUARD GOLD	18.2133	Homestake Resource Corp.	2020/Jan/31
598668	VANGUARD EXTENSION	54.6630	Homestake Resource Corp.	2020/Jan/31
1015450	KINSKUCH NW2	1039.18	Homestake Resource Corp.	2013/Dec/22
1015588	HS SOUTH 1	36.44	Homestake Resource Corp.	2013/Dec/31
L3975	Homestake	20.902	Homestake Resource Corp.	N/A
L3976	Homestake No. 1	20.283	Homestake Resource Corp.	N/A
L3977	Homestake No. 2	15.040	Homestake Resource Corp	N/A
L3978	Homestake No. 3	13.962	Homestake Resource Corp	N/A
L3979	Homestake Fraction	0.919	Homestake Resource Corp	N/A
L3980	Homestake No. 1 Fraction	4.702	Homestake Resource Corp	N/A
DL6322	Mill Site Mineral Claim	n/a	Homestake Resource Corp	N/A

Appendix 2

MINERAL RESOURCE TABLES

III

Table A31-1 Homestake Main Indicated Mineral Resources By Zone

Homestake Ridge Project

HM - Indicated
Zone	Tonnage	AG	AG_P	AU	AU_P	CU	CU_P	SB	AS	NSR

	(Kt)	(g/t)	(oz Ag)	(g/t)	(oz Au)	(%)	(Mlb)	(ppm)	(ppm)	($US/t)
_{mhm_tr}


mhm_a	94.41	7.4	22,396	8.78	26,662	0.053	0.110	19.0	81.7	363.39

mhm_b


mhm_c	140.76	13.2	59,837	7.42	33,559	0.232	0.720	62.3	406.1	323.51

mhm_d	65.64	13.3	28,014	8.99	18,973	0.110	0.160	50.4	146.2	376.23

mhm_e


mhm_f


mhm_g


mhm_h	96.80	22.3	69,466	4.83	15,039	0.602	1.284	172.9	198.1	241.51

mhm_i


mhmz_a


mhmz_b	39.36	4.7	5,897	3.03	3,829	0.016	0.014	11.0	101.0	120.68

mhmz_c


mhsc_a


mhsc_b	3.27	110.7	11,644	5.10	536	0.004	0.000	29.9	85.7	260.46

mhsc_c	34.05	6.0	6,594	3.76	4,118	0.018	0.014	4.2	29.1	149.62

mhsc_d	103.51	173.3	576,809	6.00	19,981	0.024	0.055	117.5	149.8	331.83


mhsc_e


mhsc_f


mhsc_g	17.93	260.5	150,173	1.54	887	0.024	0.010	170.0	120.6	206.25


mh_fw	8.38	30.6	8,242	2.41	651	0.254	0.047	169.2	96.0	130.44

Total	604	48.35	939,072	6.40	124,237	0.181	2.41	79.3	194.3	294.24

Table A31-2 Homestake Main Inferred Mineral Resources By Zone

Homestake Ridge Project

HM - Inferred
Zone	Tonnage	AG	AG_P	AU	AU_P	CU	CU_P	SB	AS	NSR
	(Kt)	(g/t)	(oz Ag)	(g/t)	(oz Au)	(%)	(Mlb)	(ppm)	(ppm)	($US/t)

mhm_tr	21.60	23.7	16,427	7.78	5,401	0.490	0.233	62.5	346.4	361.76

mhm_a	127.52	13.8	56,571	7.00	28,686	0.097	0.272	14.3	52.2	299.69

mhm_b	62.90	12.9	26,164	2.43	4,918	0.290	0.403	26.2	120.9	121.72

mhm_c	81.67	22.5	59,109	3.96	10,396	0.429	0.772	62.3	356.0	195.00

mhm_d	33.90	10.7	11,660	7.65	8,338	0.080	0.059	24.1	92.3	317.26

mhm_e	427.67	10.1	138,508	8.96	123,261	0.238	2.240	28.8	104.2	380.38

mhm_f	252.31	9.4	76,314	3.96	32,100	0.470	2.615	140.4	84.9	190.18

mhm_g	291.02	6.0	56,343	5.00	46,765	0.413	2.651	16.6	60.3	225.70

mhm_h	329.56	12.4	131,308	5.72	60,622	0.503	3.651	71.4	76.4	265.68

mhm_i	26.00	22.5	18,810	1.52	1,268	0.348	0.199	23.6	41.7	92.07

mhmz_a	30.67	1.5	1,432	4.56	4,501	0.003	0.002	4.2	74.0	178.27

mhmz_b	38.40	14.8	18,330	4.17	5,150	0.148	0.125	41.8	149.4	186.40

mhmz_c	24.49	27.9	21,954	4.99	3,932	0.229	0.124	29.2	180.5	226.14

mhsc_a	4.73	3.3	498	3.86	587	0.004	0.000	8.5	53.4	151.92

mhsc_b	0.78	130.8	3,270	5.65	141	0.003	0.000	29.0	79.1	293.08

mhsc_c	59.21	2.1	4,064	2.29	4,357	0.110	0.143	2.9	13.4	98.45

mhsc_d	102.10	130.6	428,600	6.44	21,137	0.022	0.050	90.9	168.0	323.96

mhsc_e	13.31	475.2	203,387	1.28	547	0.024	0.007	137.2	122.1	317.17

mhsc_f	9.45	772.7	234,802	2.18	664	0.064	0.013	204.0	135.5	541.48

mhsc_g	55.83	186.1	334,049	1.67	2,991	0.095	0.116	112.0	435.2	173.86

mh_fw	37.87	21.5	26,211	2.39	2,912	0.215	0.180	214.6	103.9	121.04

Total	2,031	28.60	1,867,812	5.65	368,675	0.309	13.86	57.9	111.1	260.12

Table A31-3 Homestake Silver Inferred Mineral Resources By Zone

Homestake Ridge Project

HS - Inferred
Zone	Tonnage	AG	AG_P	AU	AU_P	CU	CU_P	SB	AS	NSR
	(Kt)	(g/t)	(oz Ag)	(g/t)	(oz Au)	(%)	(Mlb)	(ppm)	(ppm)	($US/t)

_HSM1a	795.41	149.9	3,832,733	2.30	58,927	0.016	0.282	99.1	188.4	173.83

HSM1b	32.11	607.1	626,860	1.10	1,140	0.024	0.017	230.9	105.1	384.19

HSM1c	42.53	166.8	228,141	0.01	10	0.008	0.008	78.6	81.7	94.05

HSM2a	702.22	121.7	2,747,513	2.78	62,759	0.025	0.384	78.1	92.9	177.16

HSM2b	691.71	165.1	3,671,390	3.90	86,724	0.033	0.510	204.2	173.5	244.72

HSM2c	176.89	2.8	15,998	3.95	22,452	0.005	0.018	17.2	101.0	155.07

HSM2d	144.22	418.7	1,941,244	5.76	26,726	0.039	0.123	240.9	397.4	475.52

HSM2e	61.28	199.7	393,541	0.33	644	0.009	0.012	127.6	247.3	124.99

HSM2f	22.04	170.3	120,705	1.10	780	0.016	0.008	217.9	145.0	138.55

HSM2g	55.63	263.4	471,159	0.47	849	0.019	0.023	84.6	194.2	166.51

HSM2h	37.74	130.8	158,751	1.26	1,524	0.010	0.009	148.7	392.2	122.38

HSM3a	658.73	16.8	356,072	3.45	73,037	0.032	0.459	83.3	120.1	144.31

HSM3b	367.74	57.8	683,041	2.91	34,456	0.030	0.246	52.8	82.7	146.08

HSM3c	160.64	40.2	207,734	4.64	23,944	0.055	0.193	82.1	93.5	206.24

HSM3d	59.14	434.3	825,735	0.01	10	0.018	0.023	119.9	38.2	244.30

HSFW1	104.70	66.4	223,494	1.92	6,468	0.021	0.048	35.6	47.8	112.02

HSHW1	96.25	210.9	652,496	0.62	1,932	0.017	0.035	282.1	326.3	142.79

HSHW2	37.26	220.7	264,462	0.11	127	0.031	0.025	404.5	226.2	128.19

HSHW3	155.90	207.2	1,038,571	0.12	603	0.014	0.049	64.6	141.8	121.14

Total	4,402	130.43	18,459,639	2.85	344,184	0.025	2.19	112.9	148.8	185.00

Table A31-4 South Reef Inferred Mineral Resources By Zone

Homestake Ridge Project

SR - Inferred
Zone	Tonnage	AG	AG_P	AU	AU_P	CU	CU_P	SB	AS	NSR
	(Kt)	(g/t)	(oz Ag)	(g/t)	(oz Au)	(%)	(Mlb)	(ppm)	(ppm)	($US/t)

_SRa	171.85	3.9	21,298	18.41	101,703	0.068	0.259	5.1	40.8	743.70

SRb	160.54	3.4	17,490	7.30	37,688	0.007	0.025	4.1	59.2	285.78

Total	332.38	3.6	38,788	13.04	139,391	0.039	0.284	4.6	49.7	522.53

VII

Appendix 3

WIREFRAMES AND ROCK CODES

VIII

Table A32-1 Homestake Main

Homestake Project

Zone	Code	Wireframe	Folder	Allow Comps From	SG	Volume	Tonnes

MHM_tr	1000	mhm_trench_1	MHM-1	1000	2.77	6,923.22	19,177

MHM_a	1001	mhm_a_1	MHM-1	1001; 1003	2.76	111,759	308,008

MHM_b	1002	mhm_b_1	MHM-1	1002; 1003	2.79	22,783	63,656

MHM_c	1003	mhm_c_1	MHM-2	1001; 1002; 1003; 1004	2.85	84,939	241,991

MHM_d	1004	mhm_d_1	MHM-3	1004; 1005	2.78	36,275	100,808

MHM_e	1005	mhm_e_1	MHM-2	1004; 1005; 1008	2.78	167,058	464,757

MHM_f	1006	mhm_f_1	MHM-3	1006	2.72	102,331	278,750

MHM_g	1007	mhm_g_1	MHM-1	1007	2.81	122,158	343,142

MHM_h	1008	mhm_h_1	MHM-1	1003; 1005; 1008	2.79	192,997	537,883

MHM_i	1009	mhm_i_1	MHM-3	1009	2.77	9,352	25,905

MHMZ_a	1010	mhmz_a_1	MHMZ-1	1010	2.77	10,984	30,425

MHMZ_b	1011	mhmz_b_1	MHMZ-1	1011	2.70	29,877	80,548

MHMZ_c	1012	mhmz_c_1	MHMZ-1	1012	2.77	8,730	24,181

MHSC_a	1020	mhsc_a_1	MHSC-1	1020	2.69	1,730	4,660

MHSC_b	1021	mhsc_b_1	MHSC-1	1021	2.72	1,562	4,245

MHSC_c	1022	mhsc_c_1	MHSC-1	1022	2.74	49,581	135,605

MHSC_d	1023	mhsc_d_1	MHSC-1	1023; 1024; 1025	2.73	78,864	215,299

MHSC_e	1024	mhsc_e_1	MHSC-2	1024; 1026	2.79	4,735	13,191

MHSC_f	1025	mhsc_f_1	MHSC-2	1025	2.79	3,375	9,422

MHSC_g	1026	mhsc_g_1	MHSC-3	1024; 1026	2.77	34,098	94,450

MHFW	1030	mhfw_1	MHM-1	1030	2.77	18,438	51,073

Table A32-2 Homestake Silver

Homestake Project

Zone	Code	Wireframe	Folder	Allow Comps From	SG	Volume	Tonnes

HSM1a	2015	hsm1_a_1	HSM1	2015	2.84	392,735	1,115,366

HSM1b	2025	hsm1_b_1	HSM1	2025	2.84	11,594	32,927

HSM1c	2035	hsm1_c_1	HSM1	2035	2.84	14,917	42,365

HSM2a	2016	hsm2_a_1	HSM2-2	2016; 2036	2.80	349,631	978,967

HSM2b	2026	hsm2_b_1	HSM2-1	2026; 2036	2.77	255,605	708,026

HSM2c	2036	hsm2_c_1	HSM2-1	2016; 2026; 2036	2.66	71,709	190,745

HSM2d	2046	hsm2_d_1	HSM2-1	2046	2.76	52,353	144,495

HSM2e	2056	hsm2_e_1	HSM2-2	2056; 2066	2.73	32,390	88,424

HSM2f	2066	hsm2_f_1	HSM2-2	2056; 2066	2.73	7,930	21,649

HSM2g	2076	hsm2_g_1	HSM2-2	2076	2.73	20,196	55,136

HSM2h	2086	hsm2_h_1	HSM2-1	2086	2.73	13,958	38,105

HSM3a	2017	hsm3_a_1	HSM3-1	2017; 2027; 2037	2.70	318,697	860,482

HSM3b	2027	hsm3_b_1	HSM3-2	2017; 2027	2.70	150,506	406,367

HSM3c	2037	hsm3_c_1	HSM3-1	2017; 2037	2.70	59,504	160,660

HSM3d	2047	hsm3_d_1	HSM3-2	2047	2.70	21,901	59,133

HSM3e	2057	hsm3_e_1	HSM3-2	2057	2.70	13,949	37,661

HSFW1	2001	hsfw1	HSFW1	2001	2.71	62,257	168,716

HSHW1	2014	hshw1_1	HSHW	2014	2.85	62,548	178,263

HSHW2	2024	hshw2_1	HSHW	2024	2.85	27,104	77,248

HSHW3	2034	hshw3_1	HSHW	2034	2.85	63,298	180,399

Table A32-3 South Reef

Homestake Project

Zone	Code	Wireframe	Folder	Allow Comps From	SG	Volume	Tonnes

SRa	3001	sra_1	SR	3001	2.75	65,911	181,255

SRb	3002	srb_1	SR	3002	2.75	81,528	224,203

Appendix 4

SAMPLE STATISTICS, HISTOGRAMS AND PROBABILITY PLOTS

XII

FIGURE 34-1 HOMESTAKE MAIN SAMPLES

XIII

FIGURE 34-2 HOMESTAKE SILVER SAMPLES

XIV

FIGURE 34-3 SOUTH REEF SAMPLES

23-XV

Appendix 5

COMPOSITE STATISTICS, HISTOGRAMS AND PROBABILITY PLOTS

XVI

FIGURE 35-1 HOMESTAKE MAIN COMPOSITES

XVII

FIGURE 35-2 HOMESTAKE SILVER COMPOSITES

XVIII

Appendix 6

CROSS SECTIONS

XIX

FIGURE 36-1 HM SECTION 2550SZ

FIGURE 36-2 HM SECTION 2650SZ

XXI

FIGURE 36-3 HS SECTION 1600SZ

XXII

FIGURE 36-4 HS SECTION 1800SZ

XXIII

FIGURE 36-5 SR SECTION 1000SZ

XXIV

Appendix 7

LEVEL PLANS

XXV

FIGURE 37-1 HM 850 METRE LEVEL

XXVI

FIGURE 37-2 HM 900 METRE LEVEL

XXVII

FIGURE 37-3 HM 950 METRE LEVEL

XXVIII

FIGURE 37-4 HS 650 METRE LEVEL

XXIX

FIGURE 37-5 HS 750 METRE LEVEL

XXX

FIGURE 37-6 SR 900 METRE LEVEL

XXXI

CHANGE OF STATUS REPORT
National Instrument 51-102

To:	British Columbia Securities Commission
	Alberta Securities Commission
	Ontario Securities Commission
	Toronto Stock Exchange

RE:

Auryn Resources Inc. (the “Company”)

Effective October 31, 2016, the Company’s common shares ceased trading on the TSX Venture Exchange, and effective November 1, 2016, the Company’s common shares became listed on the Toronto Stock Exchange. As a result, the Company ceased to be a “venture issuer” as defined under National Instrument 51-102 on November 1, 2016.

Dated the 3 ^rd day of November, 2016

AURYN RESOURCES INC.

Per:	“Peter Rees” (signed)
Name:	Peter Rees
Title:	CFO and Corporate Secretary

ARRANGEMENT AGREEMENT

AURYN RESOURCES INC.

- and -

HOMESTAKE RESOURCE CORPORATION

July 8, 2016

TABLE OF CONTENTS

ARTICLE 1
INTERPRETATION

1.1	Definitions	2
1.2	Construction	10
1.3	Currency	11
1.4	Knowledge	12
1.5	Disclosure Letter	12
1.6	Schedules	12

ARTICLE 2
THE ARRANGEMENT

2.1	Arrangement	12
2.2	Interim Order	12
2.3	Circular and Meeting	14
2.4	U.S. Securities Law Matters	16
2.5	Final Order	16
2.6	Court Proceedings	17
2.7	Effective Date	17
2.8	Company Board Approval	18
2.9	Payment of Consideration	18
2.10	Announcement and Shareholder Communications	18
2.11	Adjustment to Exchange Ratio Regarding Distributions	19
2.12	List of Securityholders	19
2.13	Rights Plan	19
2.14	Conversion of Outstanding Debt	19
2.15	Closing	20

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.1	Representations and Warranties	20
3.2	Investigation	20
3.3	Survival of Representations and Warranties	20

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR

4.1	Representations and Warranties	20
4.2	Investigation	20
4.3	Survival of Representations and Warranties	20

ARTICLE 5
COVENANTS

5.1	Covenants of the Company Regarding the Conduct of Business	21
5.2	Covenants of the Acquiror Regarding the Conduct of Business	24
5.3	Covenants of the Company Relating to the Arrangement	27
5.4	Covenants of the Acquiror Relating to the Arrangement	27
5.5	Options	28
5.6	Warrants	28

-i-

ARTICLE 6
CONDITIONS

6.1	Mutual Conditions Precedent	29
6.2	Conditions Precedent to the Obligations of the Acquiror	29
6.3	Conditions Precedent to the Obligations of the Company	31
6.4	Notice and Cure Provisions	32
6.5	Satisfaction of Conditions	33

ARTICLE 7
COVENANTS RELATING TO ALTERNATIVE PROPOSALS

7.1	Non-Solicitation	33
7.2	Notification of Alternative Proposals	34
7.3	Responding to Alternative Proposals and Superior Proposals	35

ARTICLE 8
OTHER COVENANTS

8.1	Further Assurances	37
8.2	Access	38
8.3	Shareholder Claims	38
8.4	Public Statements	38
8.5	Directors' and Officers' Insurance and Indemnification	38
8.6	Regulatory Filings and Approvals	39
8.7	Co-operation Regarding Regulatory Filings and Approvals	39
8.8	Alternative Transaction	40
8.9	Title Opinion	40

ARTICLE 9
TERM, TERMINATION AND INDEMNIFICATION

9.1	Term	40
9.2	Termination	40
9.3	Termination Payment	42
9.4	Effect of Termination	43
9.5	Remedies	43

ARTICLE 10
GENERAL PROVISIONS

10.1	Amendment	43
10.2	Waiver	44
10.3	Expenses; Advisors	44
10.4	Notices	44
10.5	Severability	46
10.6	Entire Agreement	46
10.7	Assignment	46
10.8	Governing Law	46
10.9	Contra Proferentem	46
10.10	No Third Party Beneficiaries	47
10.11	Time of Essence	47
10.12	Counterparts	47

Schedule A Plan of Arrangement
Schedule B Arrangement Resolution

-ii-

Schedule C Representations and Warranties of the CompanySchedule
D Representations and Warranties of the AcquirorSchedule
E Company Properties

-iii-

ARRANGEMENT AGREEMENT

THIS AGREEMENT made the 8th day of July, 2016,

BETWEEN:

AURYN RESOURCES INC.
a corporation existing under the laws of the
Province of British Columbia,
(hereinafter referred to as the " Acquiror "),

- and -

HOMESTAKE RESOURCE CORPORATION ,
a company existing under the laws of the
Province of British Columbia,
(hereinafter referred to as the " Company ").

WHEREAS the Acquiror desires to acquire all of the issued and outstanding common shares of the Company;

AND WHEREAS the parties are prepared and intend to carry out the transactions contemplated herein by way of plan of arrangement pursuant to Division 5 of Part 9 of the BCBCA (as defined herein);

AND WHEREAS the Board has unanimously determined, after receiving financial and legal advice and following the receipt of the Fairness Opinion and a unanimous recommendation from the Special Committee, that the Arrangement is fair to the Shareholders and that the Arrangement is in the best interests of the Company and has unanimously resolved, subject to the terms of this Agreement, to recommend that the Shareholders vote in favour of the Arrangement Resolution (as such terms are defined herein);

AND WHEREAS contemporaneously herewith, the Acquiror has entered into Support Agreements with each of the Locked-Up Securityholders (as defined herein) who hold, in aggregate 935,091 Common Shares, 1,106,000 Options and 500,000 Warrants, pursuant to which, among other things, each such Securityholder has agreed to vote in favour of the Arrangement Resolution, all securities of the Company now held or hereafter acquired by them that are entitled to vote on the matter, on the terms and subject to the conditions set forth in such agreements;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereby covenant and agree as follows:

- 2 -

ARTICLE 1
INTERPRETATION

1.1

Definitions

In this Agreement, unless something in the subject matter or context is inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations shall have the corresponding meanings:

" 2014 Option Plan " means the rolling incentive stock option plan of the Company, first approved by Shareholders on October 22, 2014;

" Acquiror " means Auryn Resources Inc.;

" Acquiror Public Documents " has the meaning set out in Section 5 of Schedule D;

" Acquiror Shares " means the common shares in the capital of the Acquiror;

“ Acquiror Subsidiaries ” means the material subsidiaries of the Acquiror, being North Country Gold Corp. and Committee Bay North Ltd.;

" Affiliate " has the meaning given to it in the Securities Act;

" Agreement " means this arrangement agreement, including all Schedules annexed hereto, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof;

" Alternative Proposal " means:

	(a)	any take-over bid, issuer bid, amalgamation, plan of arrangement, business combination, merger, tender offer, exchange offer, consolidation, recapitalization, reorganization, liquidation, dissolution or winding-up in respect of the Company;

	(b)	any sale of assets (or any lease, long-term supply arrangement, licence or other arrangement having the same economic effect as a sale) of the Company representing 20% or more of the consolidated assets, revenues or earnings of the Company;

	(c)	any sale or issuance of shares or other equity interests (or securities convertible into or exercisable for such shares or interests) in the Company representing 20% or more of the issued and outstanding equity or voting interests of the Company;

	(d)	any similar transaction or series of transactions involving the Company;

	(e)	any arrangement whereby effective operating control of the Company is granted to another party; or

	(f)	any inquiry, proposal, offer or public announcement of an intention to do any of the foregoing;

- 3 -

" Alternative Transaction " has the meaning set out in Section 8.8;

" Arrangement " means an arrangement of the Company under the provisions of Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 10.1 hereof or Article 5 of the Plan of Arrangement or made at the direction of the Court in the Final Order (provided that any such amendment or variation is acceptable to both the Acquiror and the Company, each acting reasonably);

'' Arrangement Resolution " means the special resolution of the Shareholders of the Company approving the Arrangement to be considered at the Meeting substantially in the form of Schedule B;

" Associate " has the meaning given to it in the Securities Act;

" BCBCA " means the Business Corporations Act (British Columbia);

" Benefit Plan " has the meaning set out in Section 17(a) of Schedule C;

" Board " means the board of directors of the Company;

" Board Approval " has the meaning set out in Section 2.8(b);

" Business Day " means a day, other than a Saturday or a Sunday, on which the principal commercial banks located in Vancouver, British Columbia are open for the conduct of business;

“ CFPOA ” has the meaning set out in Section 34 of Schedule “C”;

" Circular '' means the notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto and enclosures therewith, to be sent to the Shareholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time;

" Common Shares " means the common shares in the capital of the Company;

" Company " means Homestake Resource Corporation;

" Company Governing Documents " has the meaning set out in Section 1 of Schedule C;

“ Company Officer’s Certificate ” means the officer’s certificate dated May 10, 2016 signed by Graham Thatcher, the Chief Financial Officer of the Company as to various matters with respect to the Company;

" Company Public Documents " has the meaning set out in Section 9(b) of Schedule C;

" Company Properties " means those concessions listed in Schedule E;

" Competition Act " means the Competition Act (Canada);

- 4 -

" Confidentiality Agreement " means the confidentiality agreement dated April 26, 2016 between the Company and the Acquiror;

" Contract " means any contract, license, franchise, grant, permit, lease, arrangement, commitment, understanding, joint venture, partnership, note, bond, mortgage, indenture, instrument, deed of trust or other agreement or obligation (whether written or oral) to which the Company is a party or by which the Company is bound or affected or to which any of its properties or assets is subject;

" Court " means the Supreme Court of British Columbia;

“ Credit Facility ” means the credit facility of $150,000 advanced by the Acquiror to the Company on May 10, 2016 pursuant to a loan agreement dated May 10, 2016;

" Depositary " means Computershare Investor Services Inc.;

" Disclosure Letter " means the disclosure letter delivered by the Company to the Acquiror contemporaneously with the execution and delivery of this Agreement;

" Dissent Rights " means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;

" Effective Date " means the date the Acquiror and the Company agree upon, acting reasonably, as the effective date of the Arrangement after all of the conditions precedent to the completion of the Arrangement as set out in this Agreement have been satisfied or waived, including that the Final Order has been granted by the Court;

" Effective Time " means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as the parties agree to in writing before the Effective Date;

" Employees " has the meaning set out in Section 16(e) of Schedule C;

" Encumbrance " includes any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, adverse claim, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

" Environmental Laws " has the meaning set out in Section 19 of Schedule C;

" Exchange Act " means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“ Exchange Ratio ” means 0.0588 of an Acquiror Share per Common Share, subject to adjustment in accordance with Section 2.11;

“ Executive Order ” has the meaning set out in Section 37 of Schedule “C”;

" Fairness Advisor " means Bruce McKnight Mineral Advisor Services;

- 5 -

" Fairness Opinion " has the meaning set out in Section 2.8(a);

“ FCPA ” has the meaning set out in Section 34 of Schedule “C”;

" Final Order " means the order of the Court approving the Arrangement under section 291 of the BCBCA, in a form acceptable to the Company and the Acquiror, each acting reasonably, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both the Company and the Acquiror, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided that any such amendment is acceptable to both the Company and the Acquiror, each acting reasonably) on appeal unless such appeal is withdrawn, abandoned or denied;

" fully-diluted basis " means, with respect to the number of outstanding Common Shares at any time, the number of Common Shares that would be outstanding if all rights to acquire Common Shares were exercised, including, for the purposes of this calculation, all Common Shares issuable upon the exercise of Options, whether vested or unvested, and Warrants, whether or not such securities are exercisable by the holder;

" Homestake Ridge Project " means, collectively, the Homestake Ridge gold-silver project located in Northwestern British Columbia;

" Homestake Technical Report " means the technical report relating to the Homestake Ridge Project filed on SEDAR with an effective date of June 7, 2013;

" IFRS " means International Financial Reporting Standards;

" Interim Order " means the interim order of the Court contemplated by Section 2.2, in a form acceptable to the Company and the Acquiror, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as the same may be amended, modified, supplemented or varied by the Court;

" Law " means any applicable laws, including international, national, provincial, state, municipal and local laws, treaties, statutes, ordinances, judgments, decrees, injunctions, writs, certificates and orders, by-laws, rules, regulations, ordinances, or other requirements of any Regulatory Authority having the force of law;

" Letter Agreement " means the letter agreement dated May 2, 2016 between the Company and the Acquiror;

" Locked-Up Securityholders " means each of the directors and officers of the Company;

" Match Period " has the meaning set out in Section 7.3(b)(iv);

" Material Adverse Effect " means, in respect of a person, any effect that is, or could reasonably be expected to be, material and adverse to the business, condition (financial or otherwise), properties, assets (tangible or intangible), prospects, liabilities (whether absolute, accrued, conditional or otherwise), operations or results of operations of such person and its subsidiaries taken as a whole, other than any effect:

- 6 -

	(a)	relating to the Canadian economy, political conditions or securities markets in general;

	(b)	affecting the gold and silver mining industry in general;

	(c)	relating to a change in the market trading price of shares of that person, either:

	(i)	related to this Agreement and the Arrangement or the announcement thereof, or

	(ii)	related to such a change in the market trading price primarily resulting from a change, effect, event or occurrence excluded from this definition of Material Adverse Effect referred to in clause (a), (b) or (d); or

(d)

relating to any generally applicable change in applicable Law (other than orders, judgments or decrees against such person, or any of its subsidiaries) or in accounting principles or standards applicable to that person;

provided, however, that the effect referred to in clause (a), (b) or (d) above does not primarily relate only to (or have the effect of primarily relating only to) such person and its subsidiaries, taken as a whole, or disproportionately adversely affect such person and its subsidiaries taken as a whole, compared to other companies of similar size operating in the industry in which it and its subsidiaries operate;

" material fact " and " material change " have the meaning set out in the Securities Act;

" Meeting " means the annual general and special meeting of the Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement Resolution and all other matters requiring approval pursuant to the terms and conditions of this Agreement or the Interim Order;

" MI 61-101 " means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ;

" Misrepresentation " means an untrue statement of a material fact or an omission to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made;

“ Money Laundering Laws ” has the meaning set out in Section 35 of Schedule “C”;

" NI 43-101 " means National Instrument 43-101 – Standards of Disclosure for Mineral Projects ;

“ OFAC ” has the meaning set out in Section 36 of Schedule “C”;

- 7 -

" Optionholders " means holders of the Options;

" Options " means the options issued pursuant to the 2014 Option Plan;

" Outside Date " means November 30, 2016, or such later date as the parties may agree in writing;

" party " means a party to this Agreement;

“ Patriot Act ” has the meaning set out in Section 37 of Schedule “C”;

" person " means an individual, general partnership, limited partnership, corporation, company, limited liability company, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative;

" Plan of Arrangement " means the plan of arrangement of the Company, substantially in the form of Schedule A, and any amendments or variations thereto made in accordance with Section 10.1 of this Agreement or Article 5 of the Plan of Arrangement or upon the direction of the Court in the Final Order with the consent of Acquiror and the Company, each acting reasonably;

“ Prohibited Person ” has the meaning set out in Section 37 of Schedule “C”;

" Regulatory Approvals " means those sanctions, rulings, consents, authorizations, orders, clearances, exemptions, permits, waivers, decisions, decrees, rules, regulations and other approvals (including the waiver or lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of a Regulatory Authority, that are required to be obtained in connection with the transactions contemplated by this Agreement;

" Regulatory Authority " means:

	(a)	any multinational or supranational body or organization, nation, government, state, province, country, territory, municipality, quasi-government, administrative, judicial or regulatory authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any central bank (or similar monetary or regulatory authority) thereof, any taxing authority, any ministry or department or agency of any of the foregoing;

	(b)	any self-regulatory organization or stock exchange, including the TSXV;

	(c)	any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; and

- 8 -

(d)

any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of such entities or other bodies pursuant to the foregoing;

" Related Party " in respect of a person means any "related party" of such person, or any "associated entity" of a "related party" of such person, as those terms are defined in MI 61-101;

" Representative " means, in respect of a person, its subsidiaries and its Affiliates and its and their directors, officers, employees, agents and representatives (including any financial, legal or other advisors);

“ Rights Plan ” means the Shareholder Rights Plan of the Company dated October 24, 2014;

" Securities Act " means the Securities Act (British Columbia);

" Securities Laws " means the Securities Act, together with all other applicable provincial securities Laws, rules and regulations and published policies thereunder;

" Securityholders " means, collectively, Shareholders, Optionholders and Warrantholders;

" SEDAR " means the System for Electronic Document Analysis and Retrieval;

" Shareholder Approval " has the meaning set out in Section 2.2(d);

" Shareholders " means the holders of Common Shares;

" Special Committee " means the committee of the Board comprised of Steven Beardslee, Jeff Tindale and Declan Costelloe;

" subsidiary " means, with respect to a person, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such person and shall include any body corporate, partnership, joint venture or other entity over which it exercises direction or control or which is in a like relation to a subsidiary;

" Superior Proposal " means a bona fide Alternative Proposal that:

	(a)	is made in writing after the date hereof;

	(b)	was not solicited after the date hereof in contravention of Section 7.1(a) and did not result from the breach of either Part 5 of the Letter Agreement or Article 7 of this Agreement by the Company or its Representatives;

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(c)	is made for all or substantially all of the consolidated assets of the Company or all of the Common Shares not owned by the person making such Alternative Proposal;

(d)	in the good faith determination of the Board and in the proper discharge of its fiduciary duties, after consultation with its legal counsel and financial advisors:

	(i)	would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to the Shareholders from a financial point of view than the Arrangement taking into account the form and amount of consideration, the likelihood and timing of completion and the other terms thereof (after due consideration of the legal, financial, regulatory and other aspects of such proposal and other factors deemed relevant by the Board);

	(ii)	complies with applicable Law;

	(iii)	is not subject to a due diligence condition;

	(iv)	offers the same consideration on a per share basis to all Shareholders (but for greater certainty, does not restrict the provision of payments described in paragraphs (b) or (c) of the definition of collateral benefits in MI 61- 101);

	(v)	is reasonably capable of being completed in accordance with its terms without undue delay or uncertainty, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making such proposal and taking into account that shareholder approval might be required; and

	(vi)	in respect of which the financing is then committed or confirmation is provided from the sources of financing to be used to complete the transaction contemplated by such Alternative Proposal that such financing is available subject to customary conditions; and

(e)	that the taking of action in respect of such Alternative Proposal is necessary for the Board in the discharge of its duties under applicable Law;

" Superior Proposal Notice " has the meaning set out in Section 7.3(b)(iii);

" Support Agreements " means, collectively, the support agreements dated July 8, 2016 between the Acquiror and each of the Locked-Up Securityholders;

" Tax " or " Taxes " means all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes, franchise taxes, licence taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan or Québec Pension Plan premiums, excise, severance, social security, workers' compensation, unemployment insurance or compensation, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imposts, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing;

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" Tax Act " means the Income Tax Act (Canada), as amended;

" Tax Returns " means all returns, declarations, reports, elections, information returns, statements and other documents filed or required to be filed with any taxing authority relating to Taxes;

" Termination Payment " has the meaning set out in Section 9.3(a);

" Termination Payment Event " has the meaning set out in Section 9.3(a);

" Transaction Consideration " means 0.0588 of an Acquiror Share;

" TSXV " means the TSX Venture Exchange;

“ U.S. Economic Sanctions ” has the meaning set out in Section 36 of Schedule “C”;

" U.S. Securities Act " means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

" U.S. Securities Laws " means all applicable securities laws in the United States, including the U.S. Securities Act, the Exchange Act and any applicable state securities laws;

" Warrantholders " means holders of the Warrants;

“ Warrant Certificate ” means the certificate representing the Warrants; and

" Warrants " means the share purchase warrants issued by the Company in connection with a financing of which the first tranche completed on August 5, 2014, with the warrants expiring on August 5, 2017, and the second tranche completed on August 17, 2014, with the warrants expiring on August 17, 2017, all with an exercise price of $0.05 per Common Share.

1.2

Construction

In this Agreement, unless otherwise expressly stated or the context otherwise requires:

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	(a)	references to "Agreement", "this Agreement", "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions are references to this Agreement and not to any particular Section of or Schedule to this Agreement;

	(b)	references to an "Article", "Section" or "Schedule" followed by a number or letter refer to the specified Article or Section of or Schedule to this Agreement;

	(c)	words importing the singular shall include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders;

	(d)	the use of headings is for convenience of reference only and shall not affect the construction or interpretation hereof;

	(e)	if the date on which any action is required to be taken hereunder by any of the parties is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day;

	(f)	a period of Business Days is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. (Vancouver time) on the last day of the period if the period is a Business Day or at 4:30 p.m. (Vancouver time) on the next Business Day if the last day of the period does not fall on a Business Day;

	(g)	the terms "material" and "materially" shall, when used in this Agreement, be construed, measured or assessed on the basis of whether the matter would materially affect a party and its subsidiaries, taken as a whole;

	(h)	references to any legislation or to any provision of any legislation shall include any modification or re-enactment thereof, any legislation provision substituted therefor and all regulations, rules and interpretations issued thereunder or pursuant thereto;

	(i)	references to any agreement or document shall be to such agreement or document (together with the schedules and exhibits attached thereto), as it may have been or may hereafter be amended, modified, supplemented, waived or restated from time to time; and

	(j)	wherever the term "includes" or "including" is used, it shall be deemed to mean "includes, without limitation" or "including, without limitation", respectively.

1.3

Currency

Unless otherwise indicated, all dollar amounts referred to in this Agreement are expressed in Canadian dollars.

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1.4

Knowledge

References to the "knowledge of the Company" means the actual knowledge, after due inquiry, of Joseph Kizis, President of the Company, Graham Thatcher, Chief Financial Officer of the Company, Lawrence Page, Chairman and Corporate Secretary of the Company, or Robert Macdonald, VP Exploration of the Company. References to the "knowledge of the Acquiror" means the actual knowledge, after due inquiry, of Shawn Wallace, President and Chief Executive Officer of the Acquiror, Ivan Bebek, Executive Chairman of the Acquiror or Peter Rees, Chief Financial Officer of the Acquiror.

1.5

Disclosure Letter

Any reference to a matter being disclosed or set out in the Disclosure Letter shall mean disclosure in such section of the Disclosure Letter that is referred to in the relevant section of this Agreement and disclosure in any section of the Disclosure Letter shall not be disclosure for the purposes of any other section of the Disclosure Letter.

1.6

Schedules

The Schedules to this Agreement, as listed below, are an integral part of this Agreement:

	Schedule	Description
	Schedule A	Plan of Arrangement
	Schedule B	Arrangement Resolution
	Schedule C	Representations and Warranties of the Company
	Schedule D	Representations and Warranties of the Acquiror
	Schedule E	Company Properties

ARTICLE 2
THE ARRANGEMENT

2.1

Arrangement

The Company and the Acquiror agree that the Arrangement shall be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.

2.2

Interim Order

The Company agrees that as soon as reasonably practicable following the execution of this Agreement, and in any event, in sufficient time to hold the Meeting, or such other date as the Acquiror and the Company may agree, the Acquiror, on behalf of the Company, in a manner reasonably acceptable to the Acquiror, shall apply for the Interim Order pursuant to Division 5 of Part 9 of the BCBCA and, in co-operation with the Acquiror, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things:

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	(a)	for the class of persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which notice is to be provided;

	(b)	that the securities of the Company for which holders shall be entitled to vote on the Arrangement Resolution shall be Common Shares;

	(c)	that Shareholders shall be entitled to vote on the Arrangement Resolution, with each Shareholder being entitled to one vote for each Common Share;

	(d)	that the requisite approval for the Arrangement Resolution shall be: (i) at least 66***% of the votes cast by the Shareholders, present in person or represented by proxy at a Meeting, voting as a single class; and (ii) if required, a simple majority of the votes cast on the Arrangement Resolution by Shareholders present or in person or represented by proxy at the Meeting (excluding any votes attached to Common Shares held by persons described in section 8.1(2) of MI 61-101) (collectively the " Shareholder Approval** ");

	(e)	that, in all other respects, the terms, restrictions and conditions of the Company Governing Documents, including quorum requirements and all other matters, shall apply in respect of the Meeting;

	(f)	that the Acquiror intends to rely upon the exemption from registration provided by section 3(a)(10) of the U.S. Securities Act in connection with the issuance of Acquiror Shares to be issued in exchange for securities as contemplated by the Arrangement, subject to and conditioned upon the Court's determination following a hearing that the Arrangement is fair and reasonable to the Shareholders;

	(g)	for the grant of Dissent Rights as contemplated in the Plan of Arrangement;

	(h)	for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

	(i)	that the Meeting may be adjourned or postponed from time to time by the Company subject to the terms of this Agreement without the need for additional approval of the Court;

	(j)	that the record date for the Shareholders entitled to notice of, and to vote at, the Meeting shall not change in respect of any adjournment(s) or postponement(s) of the Meeting; and

	(k)	for such other matters as the Acquiror may reasonably require, subject to obtaining the prior consent of the Company, such consent not to be unreasonably withheld or delayed.

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2.3

Circular and Meeting

	(a)	As soon as is practicable after the date hereof, the Company shall prepare, in consultation with the Acquiror, the Circular which, together with any other documents required by applicable Law in connection with the Meeting, shall be prepared in accordance with applicable Law. The Circular shall, subject to Article 7, reflect the Board Approval, a statement that the Locked-Up Securityholders have agreed to vote all of the Common Shares held by such persons in favour of the Arrangement Resolution, subject to the terms of the applicable Support Agreements, and include a written copy of the Fairness Opinion dated the date of the Circular, which shall be in a form satisfactory to the Acquiror, acting reasonably. The Circular shall also include any disclosure required to be made under MI 61-101.

	(b)	Prior to the printing of the Circular and during the course of its preparation, the Company shall provide the Acquiror with timely opportunity to review and comment on it, and the Company shall in good faith consider incorporating therein all reasonable comments made by the Acquiror and shall consult in good faith with the Acquiror regarding any comments it proposes not to incorporate. The Company shall have the Circular printed by a printer selected by the Acquiror at the expense of the Acquiror.

	(c)	The Company shall ensure that the Circular complies in all material respects with all applicable Law (including by preparing a version in the French language if required by applicable Law) and, without limiting the generality of the foregoing, that the Circular does not contain any Misrepresentation (other than with respect to any information relating to and provided by the Acquiror). The Company shall ensure that the Circular complies in all material respects with National Instrument 51-102 – Continuous Disclosure Requirements and Form 51-102F5 thereunder adopted by the Canadian Securities Administrators.

	(d)	The Acquiror shall provide to the Company for inclusion in the Circular such information regarding the Acquiror as is required by applicable Law to be included in the Circular. The Acquiror represents, warrants and covenants that any information it provides to the Company for inclusion in the Circular shall be accurate and complete in all material respects as of the relevant date of such information and shall not contain any Misrepresentation. The Acquiror shall indemnify and save harmless the Company and its directors and officers from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Misrepresentation contained in any information that was provided by the Acquiror to the Company for inclusion in the Circular.

	(e)	As soon as practicable after the issuance of the Interim Order, the Company shall cause the Circular, together with other documents required by applicable Law in connection with the Meeting, to be sent to the Shareholders and filed as required by the Interim Order and applicable Law, and the Company shall call and hold the Meeting in accordance with the Interim Order, the Company Governing Documents and applicable Law.

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	(f)	The Company and the Acquiror shall diligently do all such reasonable acts and things as may be necessary to comply in all material respects with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer in connection with the Meeting and, without limiting the generality of the foregoing, use all reasonable efforts to call and hold the Meeting as soon as practicable under the accelerated timing contemplated by such instrument and in any event by no later than August 30, 2016.

	(g)	Subject to Article 7, the Company shall use its commercially reasonable efforts to secure the approval of the Arrangement Resolution by Shareholders and solicit proxies for the approval of the Arrangement Resolution in accordance with applicable Law. If requested by the Acquiror, the Company shall employ, at the Acquiror's cost, the services of dealers and proxy solicitation agents selected by the Acquiror. The Company shall instruct any such proxy solicitation agents: (i) to report to the Acquiror and its designated Representatives concurrently with their reports to the Company and to advise the Acquiror as the Acquiror may reasonably request, and on a daily basis on each of the last seven Business Days prior to the Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution and any other matters to be considered at the Meeting; and (ii) to cooperate with the Acquiror and any solicitation agents or other Representative of the Acquiror hired by the Acquiror to assist in the solicitation of proxies in respect of the Meeting.

	(h)	The Company shall provide the Acquiror with a copy of any purported exercise of Dissent Rights and written communications with any Shareholder purportedly exercising such Dissent Rights and shall not, except as required by the BCBCA, settle or compromise any action brought by any present, former or purported holder of any of its securities in connection with the Arrangement or the other transactions contemplated by this Agreement, without the prior consent of the Acquiror, acting reasonably.

	(i)	The Meeting shall be held in Vancouver, British Columbia on a Business Day to be agreed upon by the parties, acting reasonably. Subject to Article 7, the Company shall not adjourn, postpone or cancel (or propose to adjourn, postpone or cancel) the Meeting, except with the Acquiror's prior written consent or as required by applicable Law or the Company Governing Documents. The Company shall provide notice to the Acquiror of the Meeting and allow the Acquiror's Representatives to attend the Meeting.

	(j)	The Company and the Acquiror shall each promptly notify the other party if at any time before the Meeting it becomes aware (in the case of the Company only with respect to the Company and in the case of the Acquiror only with respect to the Acquiror) that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement to the Circular, and the parties shall co-operate in the preparation of any amendment or supplement to the Circular, as required or appropriate, and the Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Circular as required by the Court or applicable Law.

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2.4

U.S. Securities Law Matters

The parties agree that the Acquiror Shares to be issued to the Shareholders on completion of the Arrangement shall be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. In order to ensure the availability of the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act, the parties agree that the Arrangement shall be carried out on the following basis:

	(a)	prior to the issuance of the Interim Order, the Court shall be advised of the intention of the parties to rely on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Acquiror Shares pursuant to the Arrangement, based on the Court's approval of the Arrangement;

	(b)	the Court shall be required to satisfy itself that the Arrangement is fair and reasonable;

	(c)	the Company shall ensure that each Shareholder entitled to receive Acquiror Shares under the Arrangement shall be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;

	(d)	the Shareholders shall be advised that the Acquiror Shares, to be issued in the Arrangement, have not been registered under the U.S. Securities Act and shall be issued in reliance on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act;

	(e)	the Interim Order shall specify that each Shareholder shall have the right to appear before the Court at the hearing so long as it enters an appearance within a reasonable time; and

	(f)	the Final Order shall expressly state that the Arrangement is approved by the Court as being fair and reasonable to Shareholders.

2.5

Final Order

If the Interim Order is obtained and the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order and as required by applicable Law, subject to the terms of this Agreement, the Company shall as soon as reasonably practicable thereafter, and in any event within three Business Days thereafter, take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Division 5 of Part 9 of the BCBCA.

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2.6

Court Proceedings

The Company shall provide the Acquiror with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and shall give reasonable consideration to all such comments. The Company shall provide to the Acquiror, on a timely basis, copies of any notice of appearance or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated hereby or with the Acquiror's prior written consent, such consent not to be unreasonably withheld or delayed, provided that nothing herein shall require the Acquiror to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases the Acquiror's obligations set forth in any such filed or served materials or under this Agreement. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company shall not object to legal counsel to the Acquiror making submissions on the hearing of the motion for the Interim Order and the application for the Final Order. The Company shall oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and co-operation with, the Acquiror.

2.7

Effective Date

The Arrangement shall become effective at the Effective Time on the Effective Date. Upon issuance of the Final Order and subject to the satisfaction or, where not prohibited, the waiver of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date) set forth in Article 6, unless another date is agreed to in writing by the parties, each of the parties on or before the Effective Date shall proceed to file any documents as required pursuant to Section 292 of the BCBCA, and such other documents as may be required to give effect to the Arrangement pursuant to Division 5 of Part 9 of the BCBCA, whereupon at the Effective Time on the Effective Date, the transactions comprising the Arrangement shall be deemed to occur in the order set out in the Plan of Arrangement without any further act or formality. From and after the Effective Time, the Plan of Arrangement shall have all of the effects provided by applicable Law, including the BCBCA. The Company agrees to negotiate in good faith with the Acquiror to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with Section 10.1 of this Agreement to include such other terms determined to be necessary or desirable by the Acquiror, acting reasonably, provided that the Plan of Arrangement shall not be amended in any manner which is inconsistent with the provisions of this Agreement, which would reasonably be expected to delay, impair or impede the satisfaction of any condition set forth in Article 6 or which has the effect of reducing the Transaction Consideration or which is otherwise prejudicial to the Shareholders or other parties to be bound by the Plan of Arrangement.

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2.8

Company Board Approval

The Company represents and warrants to and in favour of the Acquiror, and acknowledges that the Acquiror is relying upon such representations and warranties in entering into this Agreement, that, as of the date hereof:

	(a)	the Fairness Advisor has delivered an opinion (orally or in writing) to the Special Committee and the Board to the effect that the consideration to be received under the Arrangement is fair from a financial point of view to the Shareholders (the " Fairness Opinion ");

	(b)	the Board, after consultation with its financial advisors and legal counsel and following receipt of a unanimous recommendation of the Special Committee, has unanimously determined that the Arrangement is fair to the Shareholders and is in the best interests of the Company, and accordingly has unanimously approved the entering into of this Agreement and the making of a recommendation that Shareholders vote in favour of the Arrangement Resolution (collectively, the " Board Approval "); and

	(c)	each director and officer has advised the Company that he or she intends to vote all Common Shares held by such director and officer in favour of the Arrangement Resolution.

2.9

Payment of Consideration

The Acquiror shall, following receipt of the Final Order and the Regulatory Approvals, and prior to the Effective Time, deposit or cause to be deposited sufficient Acquiror Shares with the Depositary to satisfy in full the aggregate Transaction Consideration issuable to the Shareholders (other than Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection) pursuant to the Plan of Arrangement. If, in connection with the Arrangement, the aggregate number of Acquiror Shares to be issued to a Shareholder would result in a fraction of an Acquiror Share being issuable, the number of Acquiror Shares to be received by such Shareholder shall be rounded down to the nearest whole number.

2.10

Announcement and Shareholder Communications

The Company shall publicly announce the transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of such announcement to be approved in writing by the Acquiror in advance, acting reasonably. The Acquiror and the Company agree to co-operate in the preparation of presentations, if any, to Securityholders regarding the transactions contemplated by this Agreement and this Arrangement and the Company agrees to consult with the Acquiror in connection with any communications or meeting with Securityholders that it may have, and neither party shall (a) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed), except as permitted by Article 7, or (b) subject to Section 8.6, make any filing with any Regulatory Authority with respect thereto without the prior written consent of the other party; provided, however, that the foregoing shall be subject to each party's overriding obligation to make any disclosure or filing required under applicable Law or stock exchange rules, and the party making such disclosure shall use commercially reasonable efforts to give prior oral or written notice to the other party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

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2.11

Adjustment to Exchange Ratio Regarding Distributions

If on or after the date hereof, the Company declares, sets aside or pays any dividend or other distribution to the Shareholders of record as of a time prior to the Effective Time, the Acquiror shall make such adjustments to the Exchange Ratio as it determines acting in good faith to be necessary to restore the original agreement of the parties in the circumstances. For greater certainty, if the Company takes any of the actions referred to above, the aggregate consideration to be paid by the Acquiror shall be decreased by an equivalent amount.

2.12

List of Securityholders

At the reasonable request of the Acquiror from time to time, the Company shall provide the Acquiror with a list (in both written and electronic form) of the registered Shareholders, together with their addresses and respective holdings of Common Shares, with a list of the names together with their addresses and respective holdings of all persons holding securities or other rights to acquire Common Shares (including Optionholders and Warrantholders) and a list of non-objecting beneficial owners of Common Shares, together with their addresses and respective holdings.

2.13

Rights Plan

The Company and the Board shall, to the extent necessary, take all actions and steps necessary, prior to the Effective Time, to confirm that this Agreement does not engage the dilutive effects of the Rights Plan or, failing such confirmation, to waive in all respects the application of the Rights Plan to the Arrangement and to ensure that the Rights Plan does not interfere with or impede the completion of the Arrangement in any respect.

2.14

Conversion of Outstanding Debt

Each of the creditors of the Company listed in Appendix I of the Company Officer’s Certificate shall have the right to convert all or part of the amount set opposite their name in the Company Officer’s Certificate, on the Effective Date, into Acquiror Shares at the conversion price of $2.30 per Acquiror Share by entering into binding agreements with the Acquiror concurrently herewith.

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2.15

Closing

The closing of the Arrangement shall take place at the offices of McMillan LLP, Royal Centre, 1055 West Georgia Street, Suite 1500, Vancouver, British Columbia at 10:00 a.m. (Vancouver time) on the Effective Date, or at such other time and place as may be agreed to by the parties.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.1

Representations and Warranties

The Company hereby makes to the Acquiror the representations and warranties set out in Schedule C and acknowledges that the Acquiror is relying upon these representations and warranties in connection with the entering into of this Agreement.

3.2

Investigation

Any investigation by the Acquiror or its Representatives shall not mitigate, diminish or affect the representations and warranties of the Company pursuant to this Agreement.

3.3

Survival of Representations and Warranties

The representations and warranties of the Company contained in this Agreement shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished at the Effective Time.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR

4.1

Representations and Warranties

The Acquiror hereby makes to the Company the representations and warranties set out in Schedule D, and acknowledges that the Company is relying upon these representations and warranties in connection with the entering into of this Agreement.

4.2

Investigation

Any investigation by the Company or its Representatives shall not mitigate, diminish or affect the representations and warranties of the Acquiror pursuant to this Agreement.

4.3

Survival of Representations and Warranties

The representations and warranties of the Acquiror contained in this Agreement shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished at the Effective Time.

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ARTICLE 5
COVENANTS

5.1

Covenants of the Company Regarding the Conduct of Business

The Company agrees that, prior to the Effective Time, unless the Acquiror shall otherwise agree in writing, such agreement not to be unreasonably withheld, delayed or conditioned, or as otherwise expressly contemplated or permitted by this Agreement or the Disclosure Letter, the Company shall:

	(a)	conduct its businesses only in, not take any action except in, and maintain its facilities in, the usual, ordinary and regular course of business consistent with past practice and use commercially reasonable efforts to: (i) preserve intact its present business organization, assets (including intellectual property) and goodwill; (ii) maintain its real property interests (including title to, and leasehold interests in respect of, any real property) in good standing; (iii) keep available the services of its officers and employees as a group; and (iv) preserve the current relationships with suppliers, distributors, employees, consultants, customers and others having business relationships with it;

	(b)	(i) consult with the Acquiror (A) with respect to decisions and expenditures in respect of the exploration, development and maintenance of all of the properties and assets owned and controlled by the Company, and (B) prior to making any payments or incurring any expenses that are not included in the Company Officer’s Certificate, and (ii) make available to the Acquiror on a weekly basis (at a time designated by the Acquiror, acting reasonably) members of senior management of the Company designated by the Acquiror to discuss the business, affairs, finances and operations of the Company;

	(c)	not:

	(i)	issue, sell, pledge, lease, dispose of, encumber or agree to issue, sell, pledge, lease, dispose of or encumber: (A) any additional shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares or other securities of, the Company (other than the issuance of Common Shares pursuant to the exercise in accordance with their terms of Options or Warrants currently outstanding); or (B) except in the ordinary course of business, any assets of the Company;

	(ii)	amend or agree to amend any of the terms of any of the Options or the Warrants, or amend, extend, terminate or otherwise alter (or agree to do any of the foregoing in respect of) any other contractual arrangement of the Company;

	(iii)	amend or propose to amend the notice of articles, articles, by-laws or other constating documents of the Company;

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	(iv)	split, combine or reclassify any outstanding Common Shares or declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to the Common Shares;

	(v)	redeem, purchase or offer to purchase any Common Shares or other securities of the Company;

	(vi)	reorganize, amalgamate or merge by plan of arrangement or otherwise the Company with any other person;

	(vii)	reduce the stated capital of the Company;

	(viii)	acquire or agree to acquire (by merger, amalgamation, plan of arrangement, acquisition of shares or assets or otherwise) any company, partnership or other business organization or division, or incorporate or form any company, partnership or other business organization or make any investment either by purchase of shares or securities, contributions of capital, property transfer or purchase of any property or assets of any other person;

	(ix)	enter into or agree to the terms of any joint venture or similar agreement, arrangement or relationship;

	(x)	sell, transfer or assign any interest in any of the Company Properties;

	(xi)	incur or commit to incur any indebtedness for borrowed money, capital expenditures other than the Credit Facility, or any other material liability, contractual commitment or obligation or issue any debt securities;

	(xii)	enter into any agreement with, or make any payments to, any Related Party of the Company;

	(xiii)	endorse, or otherwise as an accommodation become responsible for, the obligations of any other person, company, partnership or other business organization, or make any loans or advances;

	(xiv)	adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company;

	(xv)	take any action or enter into any transaction that would preclude the Acquiror from obtaining the tax "bump", determined under paragraph 88(1)(d) of the Tax Act, in respect of the non-depreciable capital property of the Company upon a wind-up, or amalgamation with, the Company;

	(xvi)	pay, discharge or satisfy any material claims, liabilities or obligations other than as reflected in the Company’s Officer’s Certificate;

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	(xvii)	authorize, recommend, propose or agree to any release or relinquishment of any material contractual right or other material right under any licence or permit or material contract;

	(xviii)	abandon or fail to diligently pursue any application for any material licence, permit, order, authorization, consent, approval or registration which is currently pending or contemplated to be sought or required;

	(xix)	waive, release, grant or transfer any rights of value or modify or change in any material respect any existing licence, lease, permit, material contract or other material document, other than in the ordinary course of business consistent with past practice; or

	(xx)	enter into new commitments of a capital expenditure nature or incur any new contingent liabilities;

	(d)	not enter into or modify any employment, consulting, severance, change of control or similar agreements or arrangements with, or grant any bonuses, salary or fee increases, severance or termination pay to, any officers or directors or, in the case of employees or consultants who are not officers or directors, take any action other than as disclosed in the Company Officer’s Certificate with respect to the grant of any bonuses, salary or fee increases, severance or termination pay or with respect to any increase of benefits payable in effect on the date hereof and shall not pay or agree to pay any bonuses, salary or fee increases, severance or termination pay to any director, officer, employee or consultant in connection with the transactions contemplated by this Agreement;

	(e)	not adopt or amend any bonus, profit sharing, incentive, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan, agreement, trust, fund or arrangement for the benefit or welfare of any employee;

	(f)	use commercially reasonable efforts to cause its current insurance (or re- insurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse unless, simultaneously with such cancellation, termination or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;

	(g)	not take any action, which would render, or which reasonably may be expected to render, any representation or warranty made by it in this Agreement untrue in any material respect at any time prior to the Effective Time if then made, and promptly notify the Acquiror first immediately orally and then promptly in writing of the occurrence of any event or condition that has, or is reasonably likely to have, a Material Adverse Effect in respect of the Company in the course of its business or in the operation of its properties and of any material governmental or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated);

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	(h)	not authorize or propose or enter into or modify any contract, agreement, commitment or arrangement to do any of the matters prohibited by the other paragraphs of this Section 5.1;

	(i)	not enter into or adopt any shareholder rights plan or similar agreement or arrangement;

	(j)	(i) duly and timely file all Tax Returns required to be filed by it on or after the date hereof and all such Tax Returns shall be true, complete and correct in all material respects, (ii) timely pay all Taxes which are due and payable, (iii) not make or rescind any material express or deemed election relating to Taxes, (iv) not make a request for a Tax ruling or enter into a closing agreement with any taxing authorities, (v) not settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, and (vi) not change in any material respect any of its methods of reporting losses, deductions or accounting for income tax purposes from those employed in the preparation of its Tax Return for the most recent taxation year, except as may be required by applicable Law;

	(k)	not engage in any business, enterprise or other activity different from that carried on by it at the date of this Agreement that would reasonably be expected to have a Material Adverse Effect on the Company; and

	(l)	make or cooperate as necessary in the making of all necessary filings and applications under all applicable Law required in connection with the transactions contemplated herein and take all reasonable action necessary to be in compliance with such Laws.

5.2

Covenants of the Acquiror Regarding the Conduct of Business

The Acquiror covenants and agrees that, except as contemplated in this Agreement, until the Effective Time or the day upon which this Agreement is terminated, whichever is earlier:

(a)

the Acquiror shall conduct its business only in, not take any action except in, and maintain its facilities in, the usual, ordinary and regular course of business consistent with past practice and use commercially reasonable efforts to: (i) preserve intact its present business organization, assets (including intellectual property) and goodwill; (ii) maintain its real property interests (including title to, and leasehold interests in respect of, any real property) in good standing; (iii) keep available the services of its officers and employees as a group; and (iv) preserve the current relationships with suppliers, distributors, employees, consultants, customers and others having business relationships with it;

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(b)

the Acquiror shall not, directly or indirectly, do or permit to occur any of the following without the prior consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned:

	(i)	issue, sell, pledge, lease, dispose of, encumber or agree to issue, sell, pledge, lease, dispose of or encumber: (A) any additional shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares or other securities of, the Acquiror (other than the issuance of Acquiror Shares pursuant to the exercise in accordance with their terms of stock options or share purchase warrants currently outstanding) that, in the aggregate, would result in the issuance of Acquiror Shares greater than 19.9% of the currently issued and outstanding Acquiror Shares; or (B) except in the ordinary course of business, any assets of the Acquiror;

	(ii)	amend its articles or by-laws or the terms of its shares in a manner that could have a material adverse effect on the market price or value of the Acquiror Shares to be issued pursuant to the Arrangement;

	(iii)	split, consolidate or reclassify any of its shares nor undertake any other capital reorganization;

	(iv)	reduce capital in respect of its shares;

	(v)	take any action that could reasonably be expected to interfere with or be inconsistent with the consummation of the Arrangement or the transactions contemplated in this Agreement;

	(vi)	reorganize, amalgamate or merge by plan of arrangement or otherwise the Acquiror with any other person, other than in connection with the reorganization of any subsidiary of the Acquiror; or

	(vii)	acquire or agree to acquire (by merger, amalgamation, plan of arrangement, acquisition of shares or assets or otherwise) any company, partnership or other business organization or division, or make any investment either by purchase of shares or securities, contributions of capital, property transfer or purchase of any property or assets of any other person that, in the aggregate, would result in the issuance of Acquiror Shares greater than 19.9% of the currently issued and outstanding Acquiror Shares;

(c)

(i)

create, assume or suffer to exist (i) any liens upon or with respect to any of the equity interests in any subsidiary, whether now owned or hereafter acquired, or (ii) create or assume any liens or security interest upon or with respect to any of its assets, property or undertaking, or (iii) endorse, or otherwise as an accommodation become responsible for, the obligations of any other person, or make any loans or advances, or (iv) enter into new commitments of a capital expenditure nature or incur any new contingent liabilities, or (v) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Acquiror;

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	(ii)	sell, pledge, lease, transfer or otherwise dispose of or agree to sell, pledge, lease, transfer or otherwise dispose of any material assets, authorize, recommend, propose or agree to any release or relinquishment of any material or contractual right or other material right under any licence or permit or material contract, abandon or fail to diligently pursue any application for any material licence, permit, order, authorization, consent, approval or registration which is currently pending or contemplated to be sought or required, or waive, release, grant or transfer any rights of value or modify or change in any material respect any existing licence, lease, permit, material contract or other material document, other than in the ordinary course of business consistent with past practice;

	(iii)	acquire or invest in any securities issued by any person or participate in any partnership or joint venture or the acquisition of any business assets or unincorporated business operations that, in the aggregate, would result in the issuance of Acquiror Shares greater than 19.9% of the currently issued and outstanding Acquiror Shares;

	(iv)	declare, set aside or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its equity interests now or hereafter outstanding, return any capital to its stockholders, directors or officers (or the equivalent persons thereof), make any distribution of assets, equity interests, obligations or securities to its stockholders, directors or officers (or the equivalent persons thereof) or pay or agree to pay any bonus, directors fees, consulting fees or other similar fees to any stockholders, directors or officers (or the equivalent persons thereof) other than director and officer fees or bonuses previously approved by the Acquiror’s board of directors, or amend any existing service agreement, provided however, that the foregoing will not restrict the Acquiror from making routine payments of salaries or benefits to any salaried or hourly employees who are not directors or officers in accordance with the terms of employment or consulting arrangements in place as at the date hereof) and the Acquiror shall have the right to implement change of control payment agreements with its senior executives on terms acceptable to the TSXV; and

	(v)	other than as herein provided, enter into any contract, agreement or transaction whatsoever, including for the sale, purchase, lease or other dealing in any property or the provision of any services (other than office and administration services provided in the ordinary course of business), with any non-arm’s length party. Notwithstanding the foregoing, the Acquiror may upon notice to the Company, enter into a non-arm’s length transaction which does not involve any remuneration, is not material and is made upon fair and reasonable terms, which terms are not less favorable to that party, as the case may be, than it would obtain in an arm’s length transaction and, if applicable, for consideration which equals the fair market value of such property or the fair market rental as regards to leased property.

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5.3

Covenants of the Company Relating to the Arrangement

The Company shall use commercially reasonable efforts to perform all obligations required to be performed by the Company under this Agreement, co-operate with the Acquiror in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Company shall:

	(a)	use commercially reasonable efforts to obtain as soon as practicable following execution of this Agreement all third party consents, approvals and notices required under any material Contract;

	(b)	use commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against the Company challenging or affecting this Agreement or the consummation of the transactions contemplated hereby and use commercially reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to the Company which may materially adversely affect the ability of the parties to consummate the Arrangement; and

	(c)	use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements which applicable Law may impose on the Company with respect to the transactions contemplated by this Agreement.

5.4

Covenants of the Acquiror Relating to the Arrangement

The Acquiror shall use commercially reasonable efforts to perform all obligations required to be performed by the Acquiror under this Agreement, co-operate with the Company in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Acquiror shall:

(a)

use commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against the Acquiror challenging or affecting this Agreement or the consummation of the transactions contemplated hereby and use commercially reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to the Acquiror which may materially adversely affect the ability of the parties to consummate the Arrangement;

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	(b)	use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements which applicable Law may impose on the Acquiror with respect to the transactions contemplated by this Agreement; and

	(c)	prepare and file with the applicable Regulatory Authorities, including the TSXV, all necessary applications and forms required in order to permit the valid issue and listing on such exchange of the Acquiror Shares issued pursuant to the Arrangement.

5.5

Options

Each Option outstanding on the Effective Date will remain outstanding and, in accordance with the existing terms of the Options, will, as of the Effective Date be governed by the terms of the 2014 Option Plan and be deemed exercisable for Acquiror Shares, such that: (i) on exercise of each Option, the Optionholder will be entitled to acquire, and will accept in lieu of the number of Common Shares to which such Optionholder was entitled immediately before the Effective Date, the number of Acquiror Shares equal to the product of (A) the number of Common Shares subject to the Option immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of an Acquiror Share, then the number of Acquiror Shares otherwise issued on exercise of the Option will be rounded down to the nearest whole number of Acquiror Shares; and (ii) each such Option will have an exercise price per Acquiror Share, denominated in the same currency as applicable to the Option for which it is exchanged, of an amount (rounded up to the nearest one-hundredth of a dollar) equal to the quotient of (C) the exercise price per Common Share subject to such Option immediately before the Effective Date divided by (D) the Exchange Ratio. The Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery upon exercise of the Options assumed in accordance with this Section 5.5.

5.6

Warrants

Each Warrant outstanding on the Effective Date will remain outstanding and, in accordance with the existing terms of the Warrants, will, as of the Effective Date be governed by the terms of the Warrant Certificate and be deemed exercisable for Acquiror Shares, such that: (i) on exercise of each Warrant, the Warrantholder will be entitled to acquire, and will accept in lieu of the number of Common Shares to which such Warrantholder was entitled immediately before the Effective Date, the number of Acquiror Shares equal to the product of (A) the number of Common Shares subject to the Warrant immediately before the Effective Date multiplied by (B) the Exchange Ratio, provided that if the foregoing would result in the issuance of a fraction of an Acquiror Share, then the number of Acquiror Shares otherwise issued on exercise of the Warrant will be rounded down to the nearest whole number of Acquiror Shares; and (ii) each such Warrant will have an exercise price per Acquiror Share, denominated in the same currency as applicable to the Warrant for which it is exchanged, of an amount (rounded up to the nearest one-hundredth of a dollar) equal to the quotient of (C) the exercise price per Common Share subject to such Warrant immediately before the Effective Date divided by (D) the Exchange Ratio. The Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery upon exercise of the Warrants assumed in accordance with this Section 5.6.

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ARTICLE 6
CONDITIONS

6.1

Mutual Conditions Precedent

The obligations of the parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Date, each of which may only be waived in whole or in part with the mutual consent of the parties:

	(a)	the Arrangement Resolution shall have been approved and adopted by the Shareholders at the Meeting in accordance with the Interim Order;

	(b)	the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement and shall not have been set aside or modified in a manner unacceptable to the Company or the Acquiror, acting reasonably, on appeal or otherwise;

	(c)	no Regulatory Authority shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement;

	(d)	the Regulatory Approvals shall have been obtained on terms satisfactory to the Acquiror and there shall be no appeal, stop-order, stay or revocation or proceeding seeking an appeal, stop-order, stay or revocation of the Regulatory Approvals;

	(e)	the issuance of Acquiror Shares issuable pursuant to the Arrangement shall be exempt from registration requirements under the U.S. Securities Act pursuant to section 3(a)(10) thereof and the registration and qualification requirements of all applicable state securities laws;

	(f)	the TSXV shall have approved the listing of the Acquiror Shares issuable to the Shareholders and the Acquiror Shares issuable to Optionholders and Warrantholders upon the exercise of Options and Warrants; and

	(g)	this Agreement shall not have been terminated in accordance with its terms.

6.2

Conditions Precedent to the Obligations of the Acquiror

The obligation of the Acquiror to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent on or before the Effective Date:

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	(a)	the representations and warranties made by the Company in this Agreement that are qualified by Material Adverse Effect shall be true and correct in all respects and the representations and warranties that are made by the Company in this Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the Effective Date as if made on and as of such date (except to the extent that any such representation or warranty speaks as of an earlier date or except as affected by transactions contemplated or permitted by this Agreement), except where any failures or breaches of representations and warranties would not, either individually or in the aggregate, have a Material Adverse Effect on the Company or prevent, or materially delay the consummation of the Arrangement and the Company shall have provided to the Acquiror a certificate of two senior officers of the Company certifying such accuracy on the Effective Date;

	(b)	subject to Section 6.4, the Company shall have complied in all material respects with its covenants herein and provided to the Acquiror a certificate of two senior officers of the Company certifying that it has so complied with its covenants herein;

	(c)	from the date hereof and up to and including the Effective Date, there shall have been no change, effect, event, circumstance, fact or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company and the Company shall have provided to the Acquiror a certificate of two senior officers of the Company to such effect;

	(d)	Shareholders holding no more than 10% of the outstanding Common Shares shall have validly exercised their Dissent Rights (and not withdrawn such exercise) and the Acquiror shall have received a certificate dated the day immediately preceding the Effective Date of two officers of the Company to such effect;

	(e)	the Support Agreements shall have been entered into and not terminated prior to the Meeting;

	(f)	the Board shall (i) have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by the Company, to permit the consummation of the Arrangement, and (ii) the Board shall not have withdrawn any recommendation made by it that Shareholders vote in favour of the Arrangement Resolution or changed any such recommendation in a manner that has substantially the same effect or issued a recommendation that Shareholders not vote in favour of the Arrangement Resolution;

	(g)	there shall not be threatened in writing or pending any suit, action or proceeding by any Regulatory Authority challenging this Agreement or the transactions contemplated hereby, that would reasonably be expected to result in a judgment, order or decree delaying, restraining or prohibiting the Arrangement (or the Acquiror's direct or indirect ownership of the Company on or following the Effective Date) or compelling the Acquiror to dispose of or hold separate any material portion of the business or assets of the Company (or any equity interest in the Company); and

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(h)

the Acquiror shall not have become aware of any Misrepresentation (after giving effect to all subsequent filings in relation to all matters covered in earlier filings) in any document filed or released by or on behalf of the Company with any securities regulatory authority in Canada or elsewhere having jurisdiction over the Company, including any annual report, financial statements, material change report, press release or management information circular, that the Acquiror shall have determined, acting reasonably, constitutes a Material Adverse Effect in respect of the Company.

The foregoing conditions are for the exclusive benefit of the Acquiror and may be waived, in whole or in part, by the Acquiror in writing at any time. The Acquiror may not rely on the failure to satisfy any of the conditions in this Section 6.2 if the condition was not satisfied solely as a result of a material default by the Acquiror in complying with its obligations under this Agreement.

6.3

Conditions Precedent to the Obligations of the Company

The obligation of the Company to complete the Arrangement is subject to the fulfillment of each of the following conditions precedent on or before the Effective Date:

	(a)	the representations and warranties made by the Acquiror in this Agreement that are qualified by Material Adverse Effect shall be true and correct in all respects and the representations and warranties that are made by the Acquiror in this Agreement that are not so qualified shall be true and correct in all material respects, in each case as of the Effective Date as if made on and as of such date (except to the extent that any such representation or warranty speaks as of an earlier date or except as affected by transactions contemplated or permitted by this Agreement), except where any failures or breaches of representations and warranties would not, either individually or in the aggregate, have a Material Adverse Effect on the Acquiror or prevent, or materially delay the consummation of the Arrangement and the Acquiror shall have provided to the Company a certificate of two senior officers of the Acquiror certifying such accuracy on the Effective Date;

	(b)	subject to Section 6.4, the Acquiror shall have complied in all material respects with its covenants herein, except those in Section 2.9, in which case it shall have complied in all respects, and the Acquiror shall have provided to the Company a certificate of two senior officers of the Acquiror certifying that the Acquiror has so complied with its covenants herein;

	(c)	from the date hereof and up to and including the Effective Date, there shall have been no change, effect, event, circumstance, fact or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Acquiror and the Acquiror shall have provided to the Company a certificate of two senior officers of the Acquiror to such effect;

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	(d)	there shall not be any suit, action or proceeding by any person, including, without limitation, any Regulatory Authority, challenging this Agreement or the transactions contemplated hereby, that would reasonably be expected to result in a judgment, order or decree delaying, restraining or prohibiting the Arrangement (or the Acquiror's direct or indirect ownership of the Company on or following the Effective Date) or compelling the Acquiror to dispose of or hold separate any material portion of the business or assets of the Company (or any equity interest in the Company;

	(e)	the Company shall not have become aware of any Misrepresentation (after giving effect to all subsequent filings in relation to all matters covered in earlier filings) in any document filed or released by or on behalf of the Acquiror with any securities regulatory authority in Canada or elsewhere having jurisdiction over the Acquiror, including any annual report, financial statement, material change report, press release or management information circular, that the Company shall have determined, acting reasonably, constitutes a Material Adverse Effect in respect of the Acquiror; and

	(f)	the Company shall have received the Fairness Opinion from the Fairness Advisor indicating that the Arrangement is fair from a financial point of view to Shareholders.

The foregoing conditions precedent are for the exclusive benefit of the Company and may be waived, in whole or in part, by the Company in writing at any time. The Company may not rely on the failure to satisfy any of the conditions in this Section 6.3 if the condition was not satisfied solely as a result of a material default by the Company in complying with its obligations under this Agreement.

6.4

Notice and Cure Provisions

Each party shall give prompt notice to the other party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence of failure would, or would reasonably be likely to:

	(a)	cause any of the representations or warranties of either party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Date;

	(b)	result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either party prior to or at the Effective Date; or

	(c)	result in the failure to satisfy any of the conditions precedent in its favour contained in Sections 6.1, 6.2 or 6.3, as the case may be.

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Except as herein provided, a party may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in Sections 6.1, 6.2 and 6.3 or exercise any termination right arising therefrom; provided, however, that (i) promptly, and in any event prior to the Effective Time, the party intending to rely thereon has delivered a written notice to the other party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or termination right, as the case may be, and (ii) if any such notice is delivered, and a party is proceeding diligently to cure such matter, if such matter is susceptible to being cured, the other party may not terminate this Agreement (except pursuant to Section 9.2(c)) unless the default or breach shall not have been cured at the earlier of the Effective Date and the expiration of a period of 15 days from the date of such notice.

6.5

Satisfaction of Conditions

The conditions precedent set out in Sections 6.1, 6.2 or 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

ARTICLE 7
COVENANTS RELATING TO ALTERNATIVE PROPOSALS

7.1

Non-Solicitation

(a)

Except as otherwise provided in this Agreement, the Company shall not, directly or indirectly through any Representative of the Company:

	(i)	solicit, assist, initiate, encourage or facilitate (including by way of discussion, negotiation, furnishing information, permitting any visit to any facilities or properties of the Company or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers regarding, or that may reasonably be expected to lead to, any Alternative Proposal;

	(ii)	engage or participate in any discussions or negotiations regarding, or provide any information with respect to or otherwise cooperate in any way with any person (other than the Acquiror and its Representatives) regarding, any Alternative Proposal or potential Alternative Proposal;

	(iii)	withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to the Acquiror, the approval or recommendation of this Agreement or the Arrangement by the Board or any of its committees;

	(iv)	approve or recommend, or remain neutral with respect to, or propose publicly to approve or recommend, any Alternative Proposal, provided that remaining neutral with respect to an Alternative Proposal and/or failing to reaffirm its recommendation of this Agreement until the earlier of (i) five calendar days following the public announcement of such Alternative Proposal, and (ii) three Business Days prior to the Meeting, shall not constitute a breach of this Section 7.1(a)(iv);

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	(v)	accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Alternative Proposal; or

	(vi)	release any person from or waive or otherwise forebear in the enforcement of any confidentiality or standstill agreement or any other agreement with such person that would facilitate the making or implementation of any Alternative Proposal (it being acknowledged and agreed that the automatic termination or automatic release of any standstill provisions of any such agreement as the result of the entering into or announcement of this Agreement pursuant to the terms of any such agreement shall not be a breach of this Section 7.1(a)(vi)).

	(b)	The Company shall immediately cease and cause to be terminated any existing solicitation, discussion, negotiation, encouragement or activity with any person (other than the Acquiror or any of its Representatives) by the Company or any of its Representatives with respect to any Alternative Proposal or any potential Alternative Proposal. The Company shall immediately cease to provide any person (other than the Acquiror or any of its Representatives) with access to information concerning the Company in respect of any Alternative Proposal or any potential Alternative Proposal, and shall request the return or destruction of all confidential information provided to any person (other than the Acquiror or any of its Representatives) that has entered into a confidentiality agreement with the Company relating to any Alternative Proposal or potential Alternative Proposal to the extent provided for in such confidentiality agreement and shall use all commercially reasonable efforts to ensure that such requests are honoured.

	(c)	The Company shall ensure that its Representatives are aware of the prohibitions in this Section 7.1 and the Company shall be responsible for any breach of this Section 7.1 by its Representatives.

7.2

Notification of Alternative Proposals

The Company shall promptly (and in any event within 24 hours) notify the Acquiror, at first orally and then in writing, of any proposal, inquiry, offer or request received by the Company or its Representatives: (i) relating to an Alternative Proposal or potential Alternative Proposal or inquiry that could reasonably lead or be expected to lead to an Alternative Proposal; (ii) for discussions or negotiations in respect of an Alternative Proposal or potential Alternative Proposal; (iii) for non-public information relating to the Company, access to properties, books, records or a list of Securityholders; (iv) for representation on the Board; or (v) for any material amendments to the foregoing. Such notice shall include the identity of the person making such proposal, inquiry, offer or request, a description of the terms and conditions of such proposal, inquiry, offer or request, copies of all written communications in respect of such proposal, inquiry, offer, or request, including any term sheet, summary or letter of intent or similar document (including drafts thereof) relating to such Alternative Proposal or potential Alternative Proposal and such other details of the proposal, inquiry, offer or request that the Acquiror may reasonably request. The Company shall keep the Acquiror promptly and fully informed of the status, including any change to the material terms, of such proposal, inquiry, offer or request and shall respond promptly to all inquiries by the Acquiror with respect thereto.

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7.3

Responding to Alternative Proposals and Superior Proposals

(a)

Notwithstanding Section 7.1(a) or any other provision of this Agreement, if at any time following the date of this Agreement and prior to the Meeting the Company receives a bona fide written Alternative Proposal (that was not solicited, assisted, initiated, encouraged or facilitated in contravention of Section 5 of the Letter Agreement or, after the date hereof, in contravention of Section 7.1(a)), the Company and its Representatives may:

	(i)	contact the person making such Alternative Proposal and its Representatives solely for the purpose of clarifying the terms and conditions of such Alternative Proposal and the likelihood of its consummation so as to determine whether such Alternative Proposal is, or is reasonably likely to lead to, a Superior Proposal; and

	(ii)	if the Board determines, after consultation with its legal counsel and financial advisors, that such Alternative Proposal is, or is reasonably likely to lead to, a Superior Proposal and that the failure to take the relevant action would be inconsistent with its fiduciary duties:

	(A)	furnish information with respect to the Company to the person making such Alternative Proposal and its Representatives only if such person has entered into a confidentiality and standstill agreement that contains provisions that are not less favourable to the Company than those contained in the Confidentiality Agreement (except that it shall permit the disclosure to the Acquiror required by this Section 7.3(a)(ii)(A)), provided that the Company sends a copy of such confidentiality and standstill agreement to the Acquiror promptly following its execution and the Acquiror is promptly provided with a list of, and access to (to the extent not previously provided to the Acquiror), the information provided to such person; and

	(B)	engage in discussions and negotiations with the person making such Alternative Proposal and its Representatives, provided that all such discussions and negotiations shall cease during the Match Period.

(b)

Notwithstanding Section 7.1(a) or any other provision of this Agreement, the Company may at any time prior to the Meeting (x) enter into an agreement (other than a confidentiality and standstill agreement contemplated by Section 7.3(a)(ii)(A)) with respect to an Alternative Proposal that is a Superior Proposal and/or (y) and the Board may withdraw, modify or qualify its approval or recommendation of the Arrangement and recommend or approve an Alternative Proposal that is a Superior Proposal, provided:

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	(i)	the Company shall have complied with its obligations under this Article 7;

	(ii)	the Board has determined, after consultation with its legal counsel and financial advisors, that such Alternative Proposal is a Superior Proposal and that the failure to take the relevant action would be inconsistent with its fiduciary duties;

	(iii)	the Company has delivered written notice to the Acquiror (A) of the determination of the Board that the Alternative Proposal is a Superior Proposal, (B) of the intention of the Board to approve or recommend such Superior Proposal and/or of the Company to enter into an agreement with respect to such Superior Proposal, together with a copy of such agreement executed by the person making such Superior Proposal that is capable of acceptance by the Company, and (C) providing a summary of the valuation analysis attributed by the Board in good faith to any non-cash consideration included in such Alternative Proposal after consultation with its financial advisors (the " Superior Proposal Notice ");

	(iv)	at least five Business Days have elapsed since the date the Superior Proposal Notice was received by the Acquiror, which five Business Day period is referred to as the " Match Period " (for greater certainty, the Match Period shall expire at 5:00 p.m. (Vancouver time) on the fifth Business Day following the day that the Superior Proposal Notice was delivered to the Acquiror);

	(v)	if the Acquiror has offered to amend the terms of the Arrangement and this Agreement during the Match Period pursuant to Section 7.3(c), such Alternative Proposal continues to be a Superior Proposal compared to the amendment to the terms of the Arrangement and this Agreement offered by the Acquiror at the termination of the Match Period; and

	(vi)	the Company terminates this Agreement pursuant to Section 9.2(h) and the Company has previously paid or, concurrently with termination pays, the Termination Payment to the Acquiror.

(c)

During the Match Period, the Acquiror shall have the opportunity, but not the obligation, to offer to amend the terms of the Arrangement and this Agreement and the Company shall cooperate with the Acquiror with respect thereto, including negotiating in good faith with the Acquiror to enable the Acquiror to make such amendments to the Arrangement and this Agreement as the Acquiror deems appropriate as would enable the Acquiror to proceed with the Arrangement on such adjusted provisions. The Board shall review any such offer by the Acquiror to amend the terms of the Arrangement and this Agreement in order to determine, in the good faith exercise of its fiduciary duties, whether the Acquiror's offer to amend the Arrangement and this Agreement, upon its acceptance, would result in the Alternative Proposal ceasing to be a Superior Proposal compared to the amendment to the terms of the Arrangement and this Agreement offered by the Acquiror. If the Board determines that the Alternative Proposal would cease to be a Superior Proposal, the Acquiror shall amend the Arrangement and the Company and the Acquiror shall enter into an amendment to this Agreement reflecting the offer by the Acquiror to amend the terms of the Arrangement and this Agreement.

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	(d)	The Board shall promptly reaffirm its recommendation of the Arrangement by press release after: (i) any Alternative Proposal (which is determined not to be a Superior Proposal) is publicly announced or made; (ii) the Board determines that a proposed amendment to the terms of the Arrangement and this Agreement would result in the Alternative Proposal not being a Superior Proposal, and the Acquiror has so amended the terms of the Arrangement; or (iii) the written request of the Acquiror. The Acquiror shall be given a reasonable opportunity to review and comment on the form and content of any such press release and the Company shall consider in good faith any comments made by the Acquiror.

	(e)	Nothing in this Agreement shall prevent the Board from: (i) responding through a directors' circular or otherwise as required by applicable Law to an Alternative Proposal that it determines is not a Superior Proposal; (ii) complying with any requirement to hold a meeting of shareholders of the Company requisitioned under the BCBCA; or (iii) taking all actions as may be mandated by a court or Regulatory Authority having jurisdiction. The Acquiror shall be given a reasonable opportunity to review and comment on the form and content of any such response prior to its printing, publication or announcement and the Company shall in good faith consider incorporating therein all reasonable comments made by the Acquiror.

	(f)	Each successive material modification of any Alternative Proposal shall constitute a new Alternative Proposal for purposes of Section 7.3(b).

ARTICLE 8
OTHER COVENANTS

8.1

Further Assurances

Subject to the terms and conditions of this Agreement, each party agrees to use reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable (a) to satisfy (or cause the satisfaction of) the conditions set out in Article 6 to the extent the same is within its control and to consummate and make effective as promptly as is practicable the transactions contemplated herein, and (b) for the discharge by each party of its respective obligations under this Agreement and the Arrangement, including its obligations under applicable Law, in each case including the execution and delivery of such documents as the other party hereto may reasonably require. Each of the parties, where appropriate, shall reasonably cooperate with the other party in taking such actions.

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8.2

Access

Upon reasonable notice and subject to the Confidentiality Agreement, each party agrees to continue to provide the other party and the other party’s Representatives with reasonable and immediate access (without disruption to the conduct of the party’s business) to all books, records, information and files in its possession and control and access to its personnel on an as reasonably requested basis as well as reasonable and immediate access to the properties of the party in order to allow the other party to continue to conduct such investigations as the other party may consider necessary or advisable, and further agrees to assist the other party in all reasonable ways in any investigations which the other party may wish to conduct. Any investigation by a party or its Representatives shall not mitigate, diminish or affect the representations and warranties of the other party contained in this Agreement or any document or certificate given pursuant hereto.

8.3

Shareholder Claims

The Company shall notify the Acquiror of any claim brought by any present, former or purported holder of any securities of the Company in connection with the transactions contemplated by this Agreement prior to the Effective Time and the Company shall not settle or compromise any such claim without prior written consent of the Acquiror which shall not be unreasonably withheld.

8.4

Public Statements

The Company and the Acquiror shall issue a joint press release with respect to this Agreement and the Arrangement as soon as practicable, in a form acceptable to each party. Each party shall consult with the other party prior to issuing any other press releases or otherwise making public statements or public filings with respect to the Arrangement or this Agreement and shall provide the other party with a reasonable period of time to review and comment on all such press releases, statements or filings prior to the release thereof.

8.5

Directors' and Officers' Insurance and Indemnification

(a)

The Acquiror shall, or shall cause the Company to, maintain in effect without any reduction in scope or coverage for six years from the Effective Date customary policies of directors’ and officers’ liability insurance providing protection no less favourable to the protection provided by the policies maintained by the Company which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date, provided, however, that prior to the Effective Date, the Company may, in the alternative, purchase customary run off directors’ and officers’ liability insurance at the Acquiror’s cost for a period of up to six years from the Effective Date with the prior written consent of the Acquiror, such consent not to be unreasonably withheld, conditioned or delayed.

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	(b)	The Acquiror covenants and agrees that following the Effective Date it shall cause the Company to honour all rights to indemnification or exculpation now existing in favour of present and former officers and directors of the Company and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect.

	(c)	The provisions of this Section 8.5 are intended for the benefit of, and shall be enforceable by, each insured or indemnified person, his or her heirs and his or her legal representatives and, for such purpose, the Company hereby confirms that it is acting as agent and trustee on their behalf.

8.6

Regulatory Filings and Approvals

	(a)	As soon as reasonably practicable after the date hereof, each party shall make all necessary filings, applications and submissions with Regulatory Authorities under all applicable Law in respect of the transactions contemplated herein.

	(b)	Each party shall use its reasonable best efforts to obtain all Regulatory Approvals.

8.7

Co-operation Regarding Regulatory Filings and Approvals

	(a)	Subject to applicable Law, each party shall provide the other party (or its legal counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on all filings, applications and submissions with Regulatory Authorities to be made by it and the other party shall use its commercially reasonable efforts to cooperate with and assist such party in the preparation and making of all such filings, applications and submissions and the obtaining of all Regulatory Approvals required to be obtained by such party (including participating and appearing in any proceedings before Regulatory Authorities).

	(b)	Each party shall promptly notify the other party of any material communication to such party from any Regulatory Authority in respect of the transactions contemplated herein (and provide a copy thereof if such communication is in writing) and, subject to applicable Law, provide the other party (or its legal counsel in respect of competitively-sensitive, privileged or confidential matters) with reasonable opportunity to review and comment on any proposed written material communication to any such Regulatory Authority. Each party shall consult with the other party (or its legal counsel in respect of competitively- sensitive, privileged or confidential matters) prior to participating in any substantive meeting or discussion with any Regulatory Authority in respect of the transactions contemplated herein and give the other party (or its legal counsel in respect of competitively-sensitive, privileged or confidential matters) the opportunity to attend and participate thereat.

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8.8

Alternative Transaction

	(a)	In the event that the Acquiror concludes that it is necessary or desirable to proceed with another form of transaction (such as a take-over bid or amalgamation) whereby the Acquiror or its Affiliates would effectively acquire all of the Common Shares or the assets of the Company within approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) and having consequences to the Company and its Shareholders that are equivalent to or better than those contemplated by this Agreement (an " Alternative Transaction "), the Company agrees to support the completion of such Alternative Transaction in the same manner as the Arrangement and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction.

	(b)	In the event of any proposed Alternative Transaction, any reference in this Agreement to the Arrangement shall refer to the Alternative Transaction to the extent applicable, all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction and all references to time periods regarding the Arrangement, including the Effective Time, herein shall refer to the date of closing of the transactions contemplated by the Alternative Transaction (as such date may be extended from time to time).

8.9

Title Opinion

Prior to the Effective Date, the Company shall deliver to the Acquiror a title opinion of the Company's legal counsel addressed to the Acquiror covering the Company Properties, which title opinion shall be (i) in the form acceptable to the Acquiror, and (ii) based on research conducted by the Company’s legal counsel within the two weeks prior to the Effective Date.

ARTICLE 9
TERM, TERMINATION AND INDEMNIFICATION

9.1

Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Date and the termination of this Agreement in accordance with its terms (except to the extent any terms are specifically noted herein as surviving the termination of this Agreement).

9.2

Termination

This Agreement may be terminated at any time prior to the Effective Date:

(a)

by mutual written agreement of the Acquiror and the Company;

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	(b)	by the Acquiror, if the Shareholders do not approve the Arrangement Resolution at the Meeting in the manner required by the Interim Order;

	(c)	by the Acquiror or the Company, if the Effective Date has not occurred on or prior to the Outside Date, other than as a result of the breach by such party of any covenant or obligation under this Agreement or as a result of any representation or warranty of such party in this Agreement being untrue or incorrect; provided, however, that if the Effective Date is delayed by (i) an injunction or order made by a Regulatory Authority of competent jurisdiction, or (ii) the Acquiror or the Company not having obtained the Regulatory Approval or any regulatory waiver, consent or approval which is necessary to permit the Effective Date to occur, then, provided that such injunction or order is being contested or appealed in good faith or such regulatory waiver, consent or approval is being actively sought in good faith, as applicable, this Agreement shall not be terminated by the Company or the Acquiror pursuant to this Section 9.2 until the fifth Business Day following the earlier of the date on which such injunction or order ceases to be in effect or such waiver, consent or approval is obtained, as applicable, and December 31, 2016;

	(d)	by the Acquiror or the Company, if any Regulatory Authority shall have enacted any law or issued an order, decree or ruling permanently restraining or enjoining or otherwise prohibiting any of the transactions contemplated herein (unless such law, order, decree or ruling has been withdrawn, reversed or otherwise made inapplicable) which order, decree or ruling is final and non-appealable;

	(e)	by either the Acquiror or the Company, subject to Section 6.4, if:

	(i)	any representation or warranty of the other party under this Agreement is untrue or incorrect or shall have become untrue or incorrect such that the condition contained in Section 6.2(a) or 6.3(a) would be incapable of satisfaction; or

	(ii)	the other party is in default of a material covenant or obligation hereunder such that the condition contained in Section 6.2(b) or 6.3(b), as applicable, would be incapable of satisfaction;

(f)

by the Acquiror, if:

	(i)	the Board or the Special Committee withdraws, modifies, changes or qualifies its approval or recommendation of this Agreement or the Arrangement Resolution in any manner adverse to the Acquiror;

	(ii)	the Board fails to reaffirm its recommendation of the Arrangement within three Business Days (or such longer period as may be provided hereunder) of any written request to do so by the Acquiror;

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	(iii)	the Board or the Special Committee recommends or approves an Alternative Proposal;

	(iv)	the Board or Special Committee has resolved to do either (i) or (iii) above;

	(v)	the Company is in material default of any covenant or obligation under Article 7; and

	(vi)	the Acquiror, at its sole discretion, is not satisfied with the results of its due diligence review of the Company.

	(g)	by the Acquiror, if the Meeting has not been held by August 30, 2016, subject to any adjournment or postponement thereof, unless the failure to hold the Meeting is the result of the Acquiror failing to provide the information set out in Section 2.3(d);

	(h)	by the Company, if the Company proposes to enter into a definitive agreement with respect to a Superior Proposal in compliance with the provisions of Section 7.3, provided the Company has paid to the Acquiror the applicable Termination Payment in compliance with Section 9.3 and provided the Company is not in breach of any of its covenants or obligations under this Agreement; or

	(i)	by the Acquiror or the Company, if the Acquiror elects not to match a Superior Proposal in accordance with the terms of Section 7.3(b), provided the Company has paid to the Acquiror the applicable Termination Payment in compliance with Section 9.3.

9.3

Termination Payment

(a)

The Acquiror shall be entitled to a payment of $200,000 (the " Termination Payment ") upon the occurrence of any of the following events (each a " Termination Payment Event ") which shall be paid by the Company within the time specified in respect of such Termination Payment Event:

	(i)	this Agreement is terminated by the Company pursuant to Section 9.2(h) or by the Acquiror or the Company Section 9.2(i), in which case the Termination Payment shall be paid to the Acquiror prior to or concurrently with such termination; and

	(ii)	this Agreement is terminated by the Company for any reason other than a breach of this Agreement by the Acquiror and, within six (6) months of such termination, the Company announces and subsequently completes any transaction that would have been an Alternative Proposal hereunder, whether made to the Company before or after the date of termination of this Agreement, in which case the Termination Payment shall be made to the Acquiror prior to or concurrently with the completion of such transaction.

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(b)

The Termination Payment shall be by wire transfer in immediately available funds to an account specified by the Acquiror.

9.4

Effect of Termination

Where a Termination Payment Event occurs, such payment of the Termination Payment to be received pursuant to Section 9.3 in consideration for the disposition by the Acquiror or the Company of its rights under this Agreement is the sole remedy in compensation or damages of the Acquiror under this Agreement in respect to the event or events giving rise to the termination of this Agreement and the resulting Termination Payment Event. In the event of termination of this Agreement pursuant to Section 9.2, this Agreement shall be of no further force and effect, except that Section 9.3, this Section 9.4 and Article 10 shall survive the termination of this Agreement.

9.5

Remedies

Subject to Section 9.4, the parties acknowledge and agree that an award of money damages would be inadequate for any breach of this Agreement by any party or its Representatives and any such breach would cause the non-breaching party irreparable harm. Accordingly, the parties agree that, in the event of any breach or threatened breach of this Agreement by one of the parties, the non-breaching Party shall also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance and the parties shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at Law. Such remedies shall not be the exclusive remedies for any breach of this Agreement but shall be in addition to all other remedies available at Law or equity to each of the parties.

9.6

Pre-Payment of Credit Facility

Notwithstanding anything else set out herein, this Agreement may not be terminated by the Company pursuant to Section 9.2, unless the Company has previously paid or, concurrently with such termination pays, all amounts advanced under the Credit Facility.

ARTICLE 10
GENERAL PROVISIONS

10.1

Amendment

(a)

Subject to the provisions of the Interim Order, the Plan of Arrangement and applicable Law, this Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meeting but not later than the Effective Date, be amended by mutual written agreement of the parties, without further notice to or authorization on the part of the Securityholders, and any such amendment may without limitation:

(i)

change the time for performance of any of the obligations or acts of the parties;

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	(ii)	waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

	(iii)	waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the parties; and

	(iv)	waive compliance with or modify any conditions precedent herein contained.

(b)

Notwithstanding the foregoing, the Plan of Arrangement may only be supplemented or amended in accordance with the provisions thereof.

10.2

Waiver

Any party may (a) extend the time for the performance of any of the obligations or acts of the other party, (b) waive compliance, except as provided herein, with any of the other party's agreements or the fulfilment of any conditions to its own obligations contained herein, or (c) waive inaccuracies in any of the other party's representations or warranties contained herein or in any document delivered by the other party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party and, unless otherwise provided in the written waiver, shall be limited to the specific breach or condition waived and shall not extend to any other matter or occurrence. No failure or delay in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise or the exercise of any right, power or privilege under this Agreement.

10.3

Expenses; Advisors

	(a)	The parties agree that all costs and expenses of the parties relating to the transactions contemplated herein, including legal fees, accounting fees, financial advisory fees (including those of the Fairness Advisor), regulatory filing fees, stock exchange fees, all disbursements of advisors and printing and mailing costs, shall be paid by the party incurring such expenses.

	(b)	The Company represents and warrants to the Acquiror that, with the exception of the Fairness Advisor, no Securityholder, director, officer, employee, consultant, advisor, counsel, broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission, or to the reimbursement of any of its expenses (other than directors, officers, employees, advisors, counsel and consultants not acting as a broker, finder or investment banker), in connection with the transactions contemplated herein based upon arrangements made by or on behalf of the Company.

10.4

Notices

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a party shall be in writing and may be given by delivering same or sending same by facsimile transmission or by delivery addressed to the party to which the notice is to be given at its address for service herein. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a Business Day, if not, the next succeeding Business Day) and if sent by facsimile transmission be deemed to have been given and received at the time of receipt (if a Business Day, if not the next succeeding Business Day) unless actually received after 4:30 p.m. (Vancouver time) at the point of delivery in which case it shall be deemed to have been given and received on the next Business Day.

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The address for service for each of the parties hereto shall be as follows:

(a)

if to the Company:

Homestake Resource Corporation
1100- 1199 West Hastings Street
Vancouver, BC V6E 3T5

	Attention:	Lawrence Page, Chairman
	Email:	lpage@mnxltd.com

with a copy to:

Jeffrey T.K. Fraser Law Corporation
1710-1177 West Hastings Street
Vancouver, BC V6E 2L3

Attention: Jeffrey T.K. Fraser
Email: jfraser@lexaslaw.com

(b)

if to the Acquiror:

Auryn Resources Inc.
600-1199 West Hastings Street
Vancouver, BC V6E 3T5

	Attention:	Shawn Wallace, President
	Email:	shawn.wallace@aurynresources.com

with a copy to:

McMillan LLP
Royal Centre
1055 West Georgia Street
Suite 1500, PO Box 11117
Vancouver, BC V6E 4N7

	Attention:	Bernhard J. Zinkhofer
	Email:	bernhard.zinkhofer@mcmillan.ca

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10.5

Severability

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, such term, provision, covenant or restriction shall be deemed severed herefrom and the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall thereupon promptly and in good faith negotiate to modify this Agreement to the extent practicable with replacement provisions which are lawfully effective and which will preserve to the maximum extent each party's benefits under the severed term, provision, covenant or restriction.

10.6

Entire Agreement

This Agreement and the Confidentiality Agreement (together with all other documents and instruments referred to herein) constitute the entire agreement and supersede all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.

10.7

Assignment

	(a)	This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. This Agreement may not be assigned by either party without the prior written consent of the other party.

	(b)	The Company acknowledges that the Acquiror may wish to have a direct or indirect wholly-owned subsidiary of the Acquiror acquire all of the Common Shares of the Company as contemplated by the Plan of Arrangement. The Company agrees that the Acquiror may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, a wholly-owned direct or indirect subsidiary of the Acquiror, provided that the Acquiror shall continue to be jointly and severally liable with such subsidiary for all obligations hereunder.

10.8

Governing Law

This Agreement shall be governed in all respects, including validity, interpretation and effect, by the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein, without giving effect to any principles of conflict of Laws thereof which would result in the application of the Laws of any other jurisdiction, and all actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in the courts of the Province of British Columbia.

10.9

Contra Proferentem

The parties waive the application of any rule of Law which otherwise would be applicable in connection with the construction of this Agreement that ambiguous or conflicting terms or provisions should be construed against the party who (or whose legal counsel) prepared the executed agreement or any earlier draft of the same.

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10.10

No Third Party Beneficiaries

Except as provided for in Section 8.5, this Agreement is not intended to confer to any person other than the parties any rights or remedies.

10.11

Time of Essence

Time shall be of the essence in this Agreement.

10.12

Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart.

[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

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IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first above written, by the duly authorized representatives of the parties hereto.

AURYN RESOURCES INC.

by	“Shawn Wallace”
	Name: Shawn Wallace
	Title: President & CEO

HOMESTAKE RESOURCE
CORPORATION

by	“Lawrence Page Q.C.”
	Name: Lawrence Page Q.C.
	Title: Chairman

SCHEDULE A
PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9
OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1
INTERPRETATION

1.1

Definitions

In this Plan of Arrangement, unless the context otherwise requires, capitalized terms used but not defined shall have the meanings ascribed thereto in the Arrangement Agreement and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

" Acquiror " means Auryn Resources Inc.;

" Acquiror Shares " means common shares of the Acquiror;

" Arrangement " means the arrangement proposed by the Company under the provisions of Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out herein, subject to any amendments or variations thereto made in accordance with Section 10.1 of the Arrangement Agreement or Article 5 of this Plan of Arrangement or made at the direction of the Court in the Final Order (provided that any such amendment or variation is acceptable to both the Acquiror and the Company, each acting reasonably);

" Arrangement Agreement " means the arrangement agreement, including all schedules annexed thereto, dated as of July 8, 2016 between the Acquiror and the Company, as amended, supplemented or otherwise modified from time to time in accordance with its terms;

" Arrangement Resolution " means the special resolution of the Shareholders of the Company approving the Arrangement to be considered at the Meeting;

" BCBCA " means the Business Corporations Act (British Columbia);

" Business Day " means any day, other than a Saturday or a Sunday, on which the principal commercial banks located in Vancouver, British Columbia are open for the conduct of business;

" Circular " means the notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto and enclosures therewith, to be sent to the Shareholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time;

" Common Shares " means the common shares of the Company;

" Company " means Homestake Resource Corporation;

A-2

" Court " means the Supreme Court of British Columbia;

" Depositary " means Computershare Investor Services Inc., as depositary at its offices as set out in the Letter of Transmittal;

" Disclosure Letter " means the disclosure letter delivered by the Company to the Acquiror contemporaneously with the execution and delivery of the Arrangement Agreement;

" Dissent Rights " has the meaning set out in Section 3.1;

" Dissenting Shareholder " means a registered holder of Common Shares who has validly exercised his, her or its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Common Shares in respect of which Dissent Rights are validly exercised by such holder;

" Effective Date " means the date the Acquiror and the Company agree upon, acting reasonably, as the effective date of the Arrangement after all of the conditions precedent to the completion of the Arrangement as set out in the Arrangement Agreement have been satisfied or waived, including that the Final Order has been granted by the Court;

" Effective Time " means 12:01 a.m. (Vancouver time), on the Effective Date, or such other time as Acquiror and the Company agree to in writing before the Effective Date;

" Final Proscription Date " has the meaning set out in Section 4.3;

" Interim Order " means the interim order of the Court contemplated by Section 2.2 of the Arrangement Agreement, in a form acceptable to the Company and the Acquiror, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as the same may be amended, modified, supplemented or varied by the Court;

" Letter of Transmittal " means the letter of transmittal for use by the Shareholders with respect to the Arrangement in the form accompanying the Circular;

" Meeting " means the special meeting of the Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement Resolution and all other matters requiring approval pursuant to the terms and conditions of the Arrangement Agreement or the Interim Order;

A-3

" Plan of Arrangement " means this plan of arrangement as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof;

" Regulatory Authority " means:

(a) Any multinational or supranational body or organization, nation, government, state, province, country, territory, municipality, quasi-government, administrative, judicial or regulatory authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any central bank (or similar monetary or regulatory authority) thereof, any taxing authority, any ministry or department or agency of any of the foregoing;

(b) any self-regulatory organization or stock exchange, including the TSXV;

(c) any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; and

(d) any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of such entities or other bodies pursuant to the foregoing;

" Shareholders " means the holders of Common Shares;

" Tax Act " means the Income Tax Act (Canada), as amended;

" Transaction Consideration " means 0.0588 of an Acquiror Share;

1.2

Construction

Except as may be otherwise specifically provided in this Plan of Arrangement and unless the context otherwise requires, in this Plan of Arrangement:

(a) the terms "Plan of Arrangement", "this Plan of Arrangement", "the Plan of Arrangement", "hereto", "hereof", "herein", "hereby", "hereunder" and similar expressions refer to this Plan of Arrangement in its entirety and not to any particular provision hereof;

(b) references to an "Article", "Section", or "Schedule" followed by a number or letter refer to the specified Article or Section of or Schedule to this Plan of Arrangement;

(c) the division of this Plan of Arrangement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement;

(d) words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders;

A-4

(e) references to any agreement or document shall be to such agreement or document (together with the schedules and exhibits attached thereto) as it may have been or may hereafter be amended, modified, supplemented, waived or restated from time to time;

(f) if the date on which any action is required to be taken hereunder by the Company or the Acquiror is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day;

(g) references to any legislation or to any provision of any legislation shall include any modification or re-enactment thereof, any legislation provision substituted therefor and all regulations, rules and interpretations issued thereunder or pursuant thereto; and

(h) wherever the term "includes" or "including" is used, it shall be deemed to mean "includes, without limitation" or "including, without limitation", respectively.

1.3

Currency

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada and "$" refers to Canadian dollars.

1.4

Time

Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein are local time (Vancouver, British Columbia) unless otherwise stipulated herein.

ARTICLE 2
THE ARRANGEMENT

2.1

Arrangement Agreement

This Plan of Arrangement is made pursuant to the Arrangement Agreement and forms a part of the Arrangement Agreement. If there is any conflict or inconsistency between the provisions of the Plan of Arrangement and the provisions of the Arrangement Agreement regarding the Arrangement, the provisions of the Plan of Arrangement shall govern.

2.2

Binding Effect

This Plan of Arrangement will become effective at the Effective Time and shall be binding upon the Acquiror, the Company and the Shareholders (including the Dissenting Shareholders).

2.3

Arrangement

Commencing at the Effective Time, the following shall occur and shall be deemed to occur in the following sequence, except where noted, without any further act or formality of or by the Company, the Acquiror or any other person:

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(a) each Common Share held by a Dissenting Shareholder shall be irrevocably transferred to the Acquiror (free and clear of all Encumbrances) without any further act or formality and:

	(i)	such Dissenting Shareholder shall cease to be the holder of such Common Shares so transferred and to have any rights as holder of such Common Shares other than the right to be paid fair value for such Common Shares by the Acquiror as set out in Section 3.1;

	(ii)	such Dissenting Shareholder's name shall be removed as the holder of such Common Shares from the central securities register of holders of Common Shares maintained by or on behalf of the Company; and

	(iii)	the Acquiror shall become the sole legal and beneficial holder of such Common Shares so transferred (free and clear of all Encumbrances) and shall be entered in the central securities register of holders of Common Shares maintained by or on behalf of the Company; and

(b) concurrently with the step described in Section 2.3(a), each Common Share (other than those held by Dissenting Shareholders or the Acquiror) shall be irrevocably transferred to the Acquiror (free and clear of all Encumbrances), and the holder thereof shall be entitled to receive from the Acquiror the Transaction Consideration for such Common Share and upon the transfer of each such Common Share from such holder to the Acquiror pursuant to this Section 2.3(b):

	(i)	each such holder shall cease to be a holder of the Common Shares so transferred and cease to have any rights as a holder of such Common Shares other than the right to be paid the Transaction Consideration for such Common Shares and the name of such holder shall be removed as the holder of such Common Shares from the central securities register of holders of Common Shares maintained by or on behalf of the Company; and

	(ii)	the Acquiror shall become the sole legal and beneficial holder of the Common Shares so transferred (free and clear of all Encumbrances) and shall be entered in the central securities register of holders of Common Shares maintained by or on behalf of the Company.

Each holder of each Common Share, with respect to each step set out above applicable to such holder, shall be deemed, at the time such step occurs, to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer such Common Share in accordance with such step.

2.4

No Fractional Shares

Following the Effective Time, if the aggregate number of Acquiror Shares to which a former holder of Common Shares would otherwise be entitled would include a fractional share, then the number of Acquiror Shares that such former holder of Common Shares is entitled to receive shall be rounded down to the nearest whole number.

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2.5

Obligation to Issue Common Shares after Effective Date

From the Effective Time, where the Company is required to issue Common Shares to any person under any agreement set out in Section 4(a) of the Disclosure Letter (and such issuance of Common Shares is not otherwise specifically addressed in this Plan of Arrangement) immediately on such issuance the issued Common Shares will be deemed to be cancelled and in full satisfaction thereof the person that is the registered owner of such shares shall be paid the Transaction Consideration that would have been received by such person under the Arrangement if such person had held such Common Shares immediately prior to the Effective Time, and any such person will be bound by the terms of this Plan of Arrangement to accept such Transaction Consideration provided such Person has been provided notice in accordance with the Interim Order.

ARTICLE 3
RIGHTS OF DISSENT

3.1

Rights of Dissent

Each registered Shareholder may exercise rights of dissent (" Dissent Rights ") pursuant to and in the manner set forth under Division 2 of Part 8 of the BCBCA, the Interim Order and this Section 3.1 in connection with the Arrangement, provided that the written objection to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to and received by the Company at least two Business Days before the Meeting. Shareholders who duly exercise such Dissent Rights and who:

(a) are ultimately determined to be entitled to be paid fair value by the Acquiror for the Common Shares in respect of which they have validly exercised Dissent Rights will be deemed to have irrevocably transferred such Common Shares to the Acquiror (free and clear of all Encumbrances) pursuant to Section 2.3(a); or

(b) are ultimately not entitled, for any reason, to be paid fair value by the Acquiror for the Common Shares in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement on the same basis as a holder of Common Shares to which Section 2.3(b) applies;

but in no case will the Company, the Acquiror or any other person, including the Depositary, be required to recognize any Dissenting Shareholder as a holder of Common Shares after the completion of the steps set out in Section 2.3(a) and each Dissenting Shareholder will cease to be entitled to the rights of a Shareholder in respect of the Common Shares in relation to which such Dissenting Shareholder has exercised Dissent Rights and the names of each Dissenting Shareholder will be removed from the central securities register of the Company as at such time. For greater certainty, and in addition to any other restriction under Section 242 of the BCBCA, neither:

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	(i)	Shareholders who vote, or who have instructed a proxyholder to vote, in favour of the Arrangement Resolution; nor

	(ii)	persons identified in Section 2.5;

shall be entitled to exercise Dissent Rights.

ARTICLE 4
CERTIFICATES AND PAYMENTS

4.1

Payment of Consideration

(a) At or before the Effective Time, the Acquiror will deposit or cause to be deposited with the Depositary, Acquiror Shares in the aggregate amount sufficient to satisfy the payment obligations contemplated by Section 2.3(b) for all Shareholders (calculated without reference to whether any Shareholders have exercised Dissent Rights). Such amount will be held for the purpose of satisfying such obligations.

(b) As soon as practicable following the later of the Effective Time and the delivery to the Depositary by or on behalf of a former holder of Common Shares of a duly completed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require including a certificate which immediately prior to the Effective Time represented the outstanding Common Shares that were transferred under Section 2.3(b) and such other documents and instruments as would have been required to effect such transfer under the BCBCA and the articles of the Company after giving effect to Sections 2.3(b), the former holder of such Common Shares will be entitled to receive the Transaction Consideration which such former holder is entitled to receive pursuant to Section 2.3(b), less any amounts withheld pursuant to Section 4.5.

(c) From and after the Effective Time, each certificate which immediately prior to the Effective Time represented Common Shares will be deemed after the time described in Section 2.3(b) to represent only the right to receive from the Depositary upon such surrender the applicable Transaction Consideration in lieu of such certificate as contemplated in Section 4.1(b), or in the case of Dissenting Shareholders who are ultimately determined to be entitled to be paid fair value by the Acquiror for the Common Shares in respect of which they have validly exercised Dissent Rights, the fair value of their Common Shares, less, in each case, any amounts withheld pursuant to Section 4.5.

(d) Subject to Section 4.3 , the Company and the Acquiror will cause the Depositary, as soon as practicable following the later of the Effective Time and the date of deposit by any former holder of Common Shares of the documentation required pursuant to Section 4.1(b) , to:

	(i)	deliver or cause to be delivered to such former holder of Common Shares at the address specified in the Letter of Transmittal;

	(ii)	if requested by such former holder of Common Shares in the Letter of Transmittal, make available at the offices of the Depositary specified in the Letter of Transmittal for pick-up by such former holder of Common Shares; or

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(iii)

if the Letter of Transmittal neither specifies an address as described in Section 4.1(d)(i) nor contains a request as described in Section 4.1(d)(ii), deliver or cause to be delivered to such former holder of Common Shares at the address of such former holder as shown on the securities register of the Company maintained by or on behalf of the Company immediately prior to the Effective Time;

a certificate representing the Acquiror Shares to which such former holder of Common Shares is entitled to in accordance with the provisions hereof, less any amounts withheld pursuant to Section 4.5.

4.2

Lost Certificates

In the event any certificate, which immediately prior to the Effective Time represented any outstanding Common Shares that were acquired by the Acquiror or the Company pursuant to Section 2.3, has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Common Shares claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate , the Transaction Consideration to which such holder is entitled pursuant to Section 2.3 . When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the former holder of such Common Shares will, as a condition precedent to the delivery thereof, give a bond satisfactory to the Depositary, the Acquiror and the Company in such sum as the Acquiror may direct or otherwise indemnify the Acquiror and the Company in a manner satisfactory to the Acquiror and the Company against any claim that may be made against the Acquiror or the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

4.3

Extinction of Rights

If any former holder of Common Shares fails to deliver to the Depositary the certificates, documents or instruments required to be delivered to the Depositary under Section 4.1 or Section 4.2 in order for such former holder to receive the Transaction Consideration which such former holder is entitled to receive pursuant to Section 2.3 on or before the date which is six years after the Effective Date (the " Final Proscription Date "), then:

(a) the Acquiror Shares which such former holder was entitled to receive shall be automatically transferred to the Acquiror and the certificates representing such Acquiror Shares shall be delivered to Acquiror by the Depositary for cancellation, and the interest of the former holder in such Acquiror Shares to which it was entitled shall be terminated as of the Final Proscription Date; and

(b) any certificate representing Common Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to the Acquiror and will be cancelled. Neither the Company nor the Acquiror, or any of their respective successors, will be liable to any person in respect of any Acquiror Shares (including any Acquiror Shares previously held by the Depositary in trust for any such former holder) which is forfeited to the Acquiror or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

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4.4

Dividends or Other Distributions

No dividends or distributions declared or made after the Effective Date with respect to Acquiror Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates which, immediately prior to the Effective Date, represented outstanding Common Shares unless and until the holder of such certificate shall have complied with the provisions of this Article 4. Subject to applicable Law and to Article 4 hereof, at the time of such compliance, there shall, in addition to the delivery of a certificate representing the Acquiror Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Date theretofore paid with respect to such Acquiror Shares.

4.5

Withholding Rights

The Acquiror, the Company and the Depositary shall be entitled to deduct and withhold from any consideration, dividend or other distribution otherwise payable to any person hereunder or under the Arrangement Agreement such amounts as the Acquiror, the Company or the Depositary determines, acting reasonably, are required or permitted to be deducted and withheld with respect to such payment under Canadian or United States tax laws or any other applicable Law. To the extent that the withheld amount may be reduced, the Acquiror, the Company and the Depositary, as the case may be, acting reasonably, shall withhold on such lower amount. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes under this Agreement or the Arrangement Agreement as having been paid to the person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Regulatory Authority.

ARTICLE 5
AMENDMENTS AND TERMINATION

5.1

Amendments to Plan of Arrangement

(a) The Company reserves the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) approved by the Acquiror, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to the Shareholders if and as required by the Court.

(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company at any time prior to the Meeting (provided that the Acquiror shall have consented thereto) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Meeting (subject to the requirements of the Interim Order), shall become part of this Plan of Arrangement for all purposes.

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(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting shall be effective only if such amendment, modification or supplement (i) is consented to by each of the Company and the Acquiror, and (ii) if required by the Court, is consented to by the Shareholders voting in the manner directed by the Court.

(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Acquiror, provided that it concerns a matter which, in the reasonable opinion of the Acquiror, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interests of any former Shareholders.

5.2

Termination

This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE 6
FURTHER ASSURANCES

6.1

Further Assurances

Notwithstanding that the transactions and events set out herein shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document or evidence any of the transactions or events set out herein.

SCHEDULE B

ARRANGEMENT RESOLUTION

RESOLUTION OF THE SHAREHOLDERS
OF HOMESTAKE RESOURCE CORPORATION (the "Company")

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

(a) The arrangement (as it may be modified or amended, the " Arrangement ") under Section 288 of the Business Corporations Act (British Columbia) involving the Company and its shareholders, all as more particularly described and set forth in the plan of arrangement (as it may be modified or amended, the " Plan of Arrangement ") attached as Appendix A to the Management Information Circular of the Company dated •, 2016, is hereby authorized, approved and agreed to.

(b) The Arrangement Agreement dated as of July 8, 2016 among the Company and Auryn Resources Inc., as it may be amended from time to time (the " Arrangement Agreement "), the actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and causing the performance by the Company of its obligations thereunder are hereby confirmed, ratified, authorized and approved.

(c) Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed to) by shareholders of the Company or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of the Company are hereby authorized and empowered without further approval of any shareholders of the Company (i) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or Plan of Arrangement and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.

(d) Any one director or officer of the Company is hereby authorized, empowered and instructed, acting for, in the name and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person's opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.

SCHEDULE C

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

1.	Organization and Qualification

The Company is validly existing as a corporation under the Law of the Province of British Columbia and has the requisite corporate power and authority to own its assets and conduct its business as now owned and conducted. The Company is duly qualified to carry on business, and is in good standing, in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities makes such qualification necessary, except where the failure to do so would not have a Material Adverse Effect on the Company. Copies of the altered Articles of the Company as at April 16, 2012 and the Notice of Articles of the Company dated August 13, 2015 (collectively, the " Company Governing Documents ") heretofore delivered to the Acquiror are accurate and complete as of the date hereof and have not been amended or superseded, and the Company has not taken any action to amend or supersede such documents.

2.	Subsidiaries and Joint Ventures

Except for Homestake Royalty Corporation, the Company’s wholly-owned B.C. subsidiary, the Company does not have any subsidiaries or material interest in any person, company, partnership, joint venture or other business organization. The Company has no interest in any entity that may be characterized as a joint venture.

3.	Compliance with Law and Licences

The Company has complied with and is in compliance with all Law applicable to the operation of its business and, except where failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect in respect of the Company, the Company has all concessions, licences, permits, orders or approvals of, and has made all required registrations with, any governmental or regulatory body that is required in connection with the ownership of its assets or the conduct of its operations and the Company has fully complied with and is in compliance with all such concessions, licences, permits, orders, approvals and registrations, except where failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect in respect of the Company. The Company has not received any notice, whether written or oral, of revocation or non-renewal of any such concessions, licences, permits, orders, approvals or registrations, or of any intention of any government or Regulatory Authority to revoke or refuse to renew any of such concessions, licences, permits, orders, approvals or registrations, and to the best of the knowledge of the Company, all such concessions, licences, permits, orders, approvals and registrations shall continue to be effective and any required renewals thereof shall be available in order for the Company to continue to conduct its business as currently being conducted and in accordance with the existing plans of the Company. The Company is not in conflict with, or in default (including cross defaults) under or in violation of, (a) its articles or by-laws or equivalent organizational documents, or (b) any agreement or understanding to which it or by which any of its properties is bound or affected, except for any conflict, default or breach, which would not, individually or in the aggregate, have a Material Adverse Effect in respect of the Company.

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4.	Capitalization

	(a)	The authorized equity capital of the Company consists of an unlimited number of Common Shares. As at the date hereof, 64,206,430 Common Shares (and no other shares) are issued and outstanding and all such shares are fully-paid and non-assessable shares. In addition, as of the date hereof, there are outstanding 2,013,500 Options and 9,745,000 Warrants providing for the issuance of an aggregate of 11,758,500 Common Shares upon the exercise thereof, the details of which are set out in Section 4(a) of the Disclosure Letter (all of such Warrants have an exercise price of $0.05, and all of such Options have exercise prices that are between $0.13 and $1.30 and are governed by the 2014 Option Plan).

	(b)	Except as described in Section 4(a) of this Schedule C or in Section 4(b) of the Disclosure Letter, there are no options, warrants, conversion privileges, calls or other rights, agreements, arrangements, commitments or obligations of the Company to issue or sell any shares of any capital stock of the Company or securities or obligations of any kind convertible into or exchangeable for any shares or other securities of the Company or any other person, nor are there outstanding any stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the book value, income or any other attribute of the Company. The holders of outstanding Common Shares are not entitled to pre-emptive or other similar rights.

5.	Authority Relative to this Agreement

The Company has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by the Board and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Arrangement, other than the approval by the Shareholders of the Arrangement Resolution, the TSXV and, with respect to the Circular and other matters related thereto, the approval of the Board. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable by the Acquiror against the Company in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by Law in connection with bankruptcy, insolvency or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought. Except as disclosed in the Disclosure Letter, the execution and delivery by the Company of this Agreement and performance by it of its obligations hereunder and the completion of the Arrangement and the consummation of the transactions contemplated hereby shall not:

(a)

result (with or without notice or the passage of time) in a violation, conflict or breach of, or constitute a default under, in respect of or require any consent to be obtained under or give rise to any third party right of termination, amendment, first refusal, shot-gun, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under any provision of:

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	(i)	the Company Governing Documents;

	(ii)	any applicable Law to which the Company is subject or by which the Company is bound; or

	(iii)	any Contract;

	(b)	give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of the Company, or cause any such indebtedness to come due before its stated maturity, under any Contract or cause any available credit to cease to be available;

	(c)	give rise to any rights of first refusal or change in control payment or similar obligation or any restriction or limitation under any such Contract or result in the imposition of any encumbrance, charge or lien upon (i) any of the Company's assets, or (ii) the Company Properties; or

	(d)	result in any payment (including severance, unemployment compensation, "golden parachute", bonus or otherwise) becoming due to any Related Party of the Company, other than the payments set out in Section 16(a) of the Disclosure Letter.

No authorization, licence, permit, certificate, registration, consent or approval of, or filing with, or notification to, any Regulatory Authority is required to be obtained or made by or with respect to the Company for the execution and delivery of this Agreement or, the performance by the Company of its obligations hereunder, the completion by the Company of the Arrangement or the ability of the Acquiror to conduct operations at the Company Properties as currently conducted or, as contemplated to be conducted at the Effective Time, other than:

	(a)	the Interim Order and any filings required in order to obtain, and approvals required under, the Interim Order;

	(b)	the Final Order, and any filings required in order to obtain the Final Order; and

	(c)	such filings and other actions required under applicable Securities Laws and the rules and policies of the TSXV as are contemplated by this Agreement.

6.	Operational Matters

All rent, royalties, overriding royalty interest, production payments, net profits, interest burdens, contract commitments, payments and obligations (including applicable mining concessions and fees for not yet titled mining claims) due and payable, or performable, as the case may be, under, with respect to, or on account of any direct or indirect assets of the Company (including, for greater certainty, the Company Properties) have been duly paid or duly performed in all material respects. All costs, expenses, liabilities payable, and obligations under the terms of any Contracts to which the Company is directly or indirectly bound have been properly and timely paid or performed in all material respects.

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7.	Material Agreements

	(a)	All Contracts material to the business or assets or the equity value of the Company are set out in Section 7(a) of the Disclosure Letter, and the Company has made available to the Acquiror for inspection true and complete copies of all such Contracts.

	(b)	All such Contracts are in full force and effect, and the Company as a party thereto is entitled to all rights and benefits thereunder in accordance with the terms thereof. The Company has complied in all material respects with all terms of such Contracts, has paid all amounts due thereunder, has not waived any material rights thereunder and no material default or breach exists in respect thereof on the part of the Company.

	(c)	Except as disclosed in Section 7(c) of the Disclosure Letter, no Contract is subject to any termination fees, cancellation costs or other similar penalties that would be or become payable by the Company upon termination of such Contract or agreement following a change of control of the Company or upon completion of the transactions contemplated by this Agreement.

	(d)	Except as disclosed in Section 7(d) of the Disclosure Letter, no approval or consent of any person is needed in order that such Contracts continue in full force and effect following consummation of the transactions contemplated hereby and the Company is not a party to any such Contract that contains any non- competition obligation or otherwise restricts in any material way the business of the Company.

	(e)	The Company is in compliance with the terms of the Letter Agreement.

8.	Shareholder and Similar Agreements

Other than as disclosed in Section 8 of the Disclosure Letter, the Company is not party to any (a) currently outstanding shareholder, pooling, voting trust or other agreements relating to the issued and outstanding shares of the Company and the Company is not aware of any such shareholder, pooling, voting trust or other agreements, or (b) currently outstanding contracts, agreements or understandings relating to any securities of the Company with any director or, officer of, or consultant to, the Company.

9.	Filings

(a)

The Company is a reporting issuer in British Columbia and Alberta (and in no other jurisdiction in Canada). The Company is not subject to reporting requirements under the Exchange Act or of any jurisdiction outside Canada and the United States. The Company is not in default in the performance of any of its obligations under legislation of such provinces and is in compliance with the applicable rules and regulations of the TSXV.

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	(b)	Documents or information filed by the Company under applicable Law, including: (i) the Company's management information circular dated September 14, 2014 in respect of the annual meeting of shareholders held October 22, 2014; (ii) the Company's audited consolidated financial statements for the years ended July 31, 2015 and 2014 and the related management discussion and analysis; (iii) the Company's interim unaudited consolidated financial statements for the three and six months ended January 31, 2016 and 2015 and the related management discussion and analysis; (iv) any material change reports that have been filed by the Company between July 31, 2015 and the date hereof; (v) the Homestake Technical Report; (vi) all press releases filed by the Company on SEDAR after July 31, 2015; and (ix) any such documents or information filed by the Company after the date hereof and before the Effective Time (collectively items (i) through (ix) above, the " Company Public Documents "), are or shall be, as of their respective dates, in compliance in all material respects with applicable Law and do not contain any Misrepresentation as of the respective dates.

	(c)	There is no material change which has occurred with respect to which the requisite material change report has not been filed by the Company with the securities regulatory authorities in the applicable provinces of Canada. The Company has not filed any confidential material change reports that remain confidential. All material agreements required to be filed by the Company with the securities regulatory authorities, in the applicable provinces of Canada have been filed.

	(d)	The Company has filed all technical reports as required under NI 43-101. As at the date hereof, the Company has not made any disclosure of scientific or technical information that is not supported by a technical report that the Company has filed under NI 41-103 or requires the filing of a technical report under NI 41- 103.

	(e)	The Homestake Technical Report complied in all material respects with the requirements of NI 43-101 at the time of filing thereof and the Company believes that the Homestake Technical Report reasonably presented the quantity of mineral resources attributable to the applicable Homestake Property as at the date stated therein based upon information available at the time the Homestake Technical Report was prepared.

	(f)	The Company made available to the authors of the Homestake Technical Report, prior to the issuance thereof, for the purpose of preparing such reports, all information requested by them, which information, to the knowledge of the Company, did not contain any material misrepresentation at the time such information was so provided.

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(g)

The Company is in compliance with the provisions of NI 43-101 in all material respects.

10.

Books and Records

The books, records and accounts of the Company: (i) have been maintained in accordance with good business practices on a basis consistent with prior years; (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of the Company; and (iii) accurately and fairly reflect the basis for the consolidated financial statements of the Company, in each case, in all material respects. The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with IFRS and (B) to maintain accountability for assets and liabilities. The Company's minute books have been maintained in compliance with applicable Law and are complete and accurate in all material respects.

11.

Financial Statements

	(a)	The audited balance sheets and related statements of loss and comprehensive loss and deficit and statements of cash flows of the Company as at and for the financial years ended July 31, 2015 and 2014 and the unaudited balance sheet and related statements of loss and comprehensive loss and deficit and statements of cash flows of the Company as at and for the three and six months ended January 31, 2016 and 2015 contained in the Company Public Documents were prepared in accordance with IFRS. Such statements present fairly, in all material respects, the financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby applied on a basis consistent with the immediately prior period and throughout the periods indicated (except as may be indicated expressly in the notes thereto). Such financial statements reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of the Company. Since July 31, 2015, the Company has not effected any change in its accounting methods, principles or practices, except as otherwise set out in the Company's financial statements, including the notes thereto.

	(b)	The Company has (A) designed such disclosure controls and procedures, or caused them to be designed under the supervision of the Chief Executive Officer and Chief Financial Officer of the Company, to provide reasonable assurance that material information relating to the Company, is made known to the Chief Executive Officer and Chief Financial Officer, particularly during the period in which the annual or interim filings are being prepared, and (B) designed such internal control over financial reporting, or caused it to be designed under such Chief Executive Officer's and Chief Financial Officer's supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company has not failed to disclose in the Company Public Documents or to the Acquiror in writing prior to the date of this Agreement, any information regarding any event, circumstance or action taken or failed to be taken since July 31, 2015 within the knowledge of the Company and not within the knowledge of the Acquiror as at the date of this Agreement having an effect which could constitute a Material Adverse Effect. From July 31, 2015 to the date of this Agreement, the Company has received no material complaints from any source regarding accounting, internal accounting controls or auditing matters or expressions of concern from employees, consultants and/or independent contractor of the Company regarding questionable accounting or auditing matters.

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(c)

As at the date hereof, the obligations or liabilities of the Company (on a consolidated basis), including obligations and liabilities due or to become due for transaction expenses and severance costs are not more than $2,000,000.

12.

Undisclosed Liabilities

The Company has no liabilities or obligations of any nature required to be set forth in a balance sheet or in the notes to the financial statements of the Company under IFRS whether or not accrued, absolute, contingent, determined, determinable or otherwise, that are not so set forth and there is no existing condition, situation or set of circumstances that could be expected to result in such a liability or obligation, except (a) liabilities or obligations disclosed in the balance sheet forming part of the Company's audited financial statements for the year ended July 31, 2015, and (b) other liabilities and obligations of similar character incurred since the date of such financial statements in the ordinary course of business. All of the liabilities and obligations (including accounts payable), as defined under IFRS, of the Company as at June 30, 2016 that are individually, or in the aggregate, material to the Company are set out in Section 12 of the Disclosure Letter.

13.

Interest in Properties

(a)

The Company owns, exclusively possesses or has obtained, and is in compliance with, all concessions, licences, permits, certificates, orders, grants and other authorizations of or from any Regulatory Authority necessary to conduct its business relating to its properties (including the Company Properties) as it is currently being conducted and as presently contemplated. The Company has a good and marketable right, title and interest, free and clear of any title defect or material Encumbrance: (i) to its permits, concessions, claims, leases, licences or other rights to explore for, exploit, develop, mine or produce minerals on the Company Properties, all of which have been accurately and completely set out in Section 13(a) of the Disclosure Letter, subject to such permits, concessions, claims, leases, licences or other rights being renewed and updated on an ongoing basis in accordance with their terms and, in each case, as are necessary to perform the operation of its business as it is currently being conducted and as it is presently contemplated; (ii) to its real property interests, free and clear of any title defect or material Encumbrance, including fee simple title to owned real property, a valid leasehold interest in leased real property, licences (from landowners and authorities permitting the use of land by the Company), rights of way, occupancy rights, surface rights, easements or other real property interests, all of which have been set out in Section 13(a) of the Disclosure Letter, and, in each case, as are necessary to perform the operation of its respective businesses as it is currently being conducted and as it is presently contemplated; and (iii) to all of its properties and assets (real and personal, tangible and intangible, including leasehold interests) including all the properties and assets reflected in the balance sheet forming part of the Company's audited financial statements for the year ended July 31, 2015, except as set out in Section 13(a) of the Disclosure Letter, and such properties and assets are not subject to any Encumbrance or title defect of any kind except as is set out in Section 13(a) of the Disclosure Letter, except where the failure to have such title, or the existence of such Encumbrance or title defects, individually or in the aggregate, does not constitute a Material Adverse Effect in respect of the Company.

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	(b)	Except as set out in Section 13(a) of the Disclosure Letter: (i) the Company Properties (A) are accurately and completely described in Schedule E, and (B) have been properly located and recorded in compliance with applicable Law and are comprised of valid and subsisting mineral concessions; (ii) there are no mineral concessions or other property rights of the Company other than those set out in Schedule E; (iii) the Company has the exclusive right to deal with the Company Properties; (iv) no person other than the Company has any material interest in the Company Properties or any right to acquire any such interest; (v) there are no earn-in rights, rights of first refusal, royalty rights or similar provisions which would materially affect the Company's interests in the Company Properties; (vi) the Company has not received any notice, whether written or oral, from any Regulatory Authority or any person with jurisdiction or applicable authority of any revocation or intention to revoke its interest in the Company Properties; and (vii) the Company Properties are in good standing under applicable Law and are adequate and suitable for the purposes for which they are currently being used and all work required to be performed has been performed and all taxes, fees, expenditures and other payments in respect thereof have been paid and all filings in respect thereof have been made.

	(c)	The Company has all necessary surface rights, access rights and other rights and interests relating to the areas of the properties on which the Company conducts business granting the Company the right and ability to explore for minerals, ore and metals for development purposes as are appropriate in view of the rights and interest therein of the Company, with only such exceptions as do not materially interfere with the use made by the Company of the rights or interests so held and each of the proprietary interests or rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of the Company.

	(d)	There are no adverse claims, actions, suits or proceedings that have been commenced or, to the knowledge of the Company, that are pending or threatened, affecting or which could affect the title to or right to explore or develop any of the Company Properties, including the title to or ownership by the Company of any of the foregoing, which might involve the possibility of any judgement or liability affecting the Company Properties.

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	(e)	Neither the Company nor any predecessor, subsidiary or Affiliate thereof, has any liability or obligation, or to the knowledge of the Company, potential liability or obligation (pursuant to indemnification obligations or pursuant to any guarantee or otherwise) in respect of or relating to any assets, rights or interests (including any interests in mineral properties) which were previously held or used by the Company and which were sold, assigned or otherwise transferred to any other person or abandoned prior to the date hereof.

	(f)	None of the current directors or officers of the Company holds any interest in, nor has taken any action to obtain, directly or indirectly, any permit, concession, claim, lease, licence or other rights to explore for, exploit, develop, mine or produce minerals and any other properties located within 50 kilometres of any of the Company Properties.

	(g)	The Company is not subject to an agreement, arrangement or understanding, whether written or oral, that provides for an area of influence in respect of any of the Company Properties.

14.

Absence of Certain Changes or Events

Except as set out in the Company Public Documents, since July 31, 2015: (a) the Company has conducted its business only in the usual, ordinary and regular course and consistent with past practice; (b) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) that has had or is reasonably likely to have a Material Adverse Effect in respect of the Company, has been incurred; (c) there has not been any acquisition or sale by the Company of any interest in any material property or assets; (d) the Company has not declared or paid any dividends or made any other distributions on any of the Common Shares; (e) the Company has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Common Shares; (f) there has not been any increase or modification of the compensation payable to or to become payable by the Company to any of its directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement (including, without limitation, the granting of Options) to, for or with any of such directors, officers employees or consultants, other than in the ordinary and regular course of business consistent with past practice; (g) the Company has not adopted any, or materially amended any, collective bargaining agreement, bonus, pension profit sharing, stock purchase, stock option or other benefit plan; and (h) there has not been any event which has had or is reasonably likely to have a Material Adverse Effect in respect of the Company.

15.

No Defaults

The Company is not in default under, and there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute such a default, any Contract to which it is a party which would, if terminated due to such default, individually or in the aggregate, have a Material Adverse Effect in respect of the Company.

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16.

Severance and Employment Agreements

	(a)	Except as set out in Section 16(a) of the Disclosure Letter, the Company has not entered into any written or oral agreement or understanding providing for severance, termination or other payments to any director, officer, employee or consultant in connection with the termination of his or her position or his or her employment following a change in control of the Company or on a change in control of the Company. The details of all such payment requirements, including the amounts and a description of the circumstances in which they must be paid, have been previously provided to the Acquiror and such amounts do not and shall not exceed $144,000 and US$150,000, in the aggregate.

	(b)	The Company is not a party to any collective bargaining agreement or subject to any application for certification or threatened or apparent union organizing campaigns for employees not covered under a collective bargaining agreement nor are there any current pending or threatened strikes, lock-outs or work slowdowns or stoppages at the Company and there has not been any such strike, lock-out or work slowdown or stoppage in the last five years.

	(c)	The Company is not subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of the Company, threatened, or any litigation, actual or, to the knowledge of the Company, threatened, relating to employment or termination of employment of employees, consultants or independent contractors.

	(d)	The Company has operated in accordance, in all material respects, with all applicable Law with respect to employment and labour, including, but not limited to, employment and labour standards, occupational health and safety, employment equity, pay equity, workers' compensation, human rights and labour relations and there are no current, pending or, to the knowledge of the Company, threatened proceedings before any board or tribunal with respect to any of the areas listed herein.

	(e)	Section 16(e) of the Disclosure Letter sets out a complete and accurate list of the names of all individuals who are full-time or part-time employees or individuals engaged on contract to provide employment services or sales or other agents or representatives of the Company (" Employees ") and the position, length of service, location of employment and compensation and benefits of each Employee. Such list includes all Employees as at the date hereof including any on lay-off or leave of absence, who have been absent continually from work for a period in excess of one month.

	(f)	All independent contractor or consulting Contracts (i) have been summarized in Section 16(f) of the Disclosure Letter, and (ii) are terminable upon 30 days' prior written notice without the provision of severance, termination pay or any other payment obligation following such termination. All independent contractors or consultants of the Company have been properly characterized as such in accordance with applicable Law.

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	(g)	The Company has not made any commitment to provide, or any representation in respect of, any general increase in the compensation of any Employees (including any increase pursuant to a Benefit Plan) or any increase in any such compensation or bonus payable to any Employee, or to make any loan to, or to engage in any transaction with, any Employee, except in the usual, ordinary and regular course of business and consistent with past practice.

	(h)	All accruals for unpaid vacation pay, premiums for employment insurance, health premiums, Canadian Pension Plan premiums, workers' compensation insurance premiums, accrued wages, salaries and commissions, severance pay and employee benefit plan payments have been reflected in the books and records of the Company. The Company has no material liabilities or obligations whatsoever in respect of any retired or former Employee.

	(i)	All current assessments under the Workers Compensation Act (British Columbia) or comparable legislation of any jurisdiction in which the Company carries on business have been paid and the Company has not been subject to any special or penalty assessment under such legislation.

17.

Pension and Employee Benefits

	(a)	The Company has complied in all material respects with all the terms of, and all applicable Law in respect of, employee compensation and benefit obligations of the Company. Other than the 2014 Option Plan, the Company has no pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, (" Benefit Plan ") which are maintained by or binding upon the Company. The Company is in compliance with the terms of the 2014 Option Plan and all applicable Law related thereto.

	(b)	The Company has no stock option plan or similar arrangement other than the 2014 Option Plan. Section 4(a) of the Disclosure Letter sets forth a complete, up- to-date and accurate list of all Optionholders under the 2014 Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereof.

18.

Litigation, etc.

There is no claim, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against or relating to the Company or affecting any of its properties or assets, including any of the Company Properties, before or by any court, governmental or regulatory authority or body (including a Regulatory Authority) which, if adversely determined, would, individually or in the aggregate reasonably be expected to result in liability to the Company in excess of $25,000 or prevent or materially delay consummation of the transactions contemplated by this Agreement, nor is the Company aware of any basis for any such claim, action, proceeding or investigation. The Company is not subject to any outstanding order, writ, injunction, decree or settlement in relation to any action or claim.

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19.

Environmental

The Company has disclosed to the Acquiror all material documents (including claims, notices, orders, judgments, reports, audits, assessments, results, licences, permits, orders, authorizations, approvals and registrations) relating to environmental, health and safety matters affecting the Company and its operations, or any properties currently or formerly owned, occupied or used by the Company, including the Company Properties, and any activities carried out thereon. All operations, or any properties currently or formerly owned, occupied or used by the Company, including the Company Properties, and any activities carried out thereon, have been, and are now, in compliance with all applicable Law relating to the protection of the environment or health and safety, closure or other reclamation obligations or the use, storage, handling, release, disposal, remediation, treatment or transportation of any substance, including pollutants, contaminants, waste, or hazardous or toxic materials (collectively, " Environmental Laws "), and no liability under Environmental Laws exists or is reasonably anticipated in relation to such operations, properties or activities, except where the failure to be in compliance or the liability under Environmental Laws would not, individually or in the aggregate, have a Material Adverse Effect in respect of the Company. The Company has all permits, consents, authorizations and registrations required under Environmental Laws. The Company is not aware of:

	(a)	any investigation, proceeding, application, order or directive which relates to environmental, health or safety or closure or other reclamation matters, and which may require any material work, repairs, construction, reclamation, remediation or expenditures; or

	(b)	any claim, demand or notice, with respect to the breach of or liability under any Environmental Laws, including any regulations respecting the use, storage, handling, release, disposal, remediation, treatment or transportation of any substance (including pollutants, contaminant, waste of any nature, hazardous material, toxic substance, dangerous substance or dangerous good as defined in any applicable Environmental Laws),

which would, individually or in the aggregate, have a Material Adverse Effect in respect of the Company.

20.

Taxes

(a)

The Company has timely filed, or caused to be filed, all Tax Returns required to be filed by it (all of which returns were correct and complete in all material respects) and has paid, collected, withheld or remitted, or caused to be paid, collected, withheld or remitted, all Taxes that are due and payable (including all instalments on account of Taxes for the current year, that are due and payable by the Company whether or not assessed (or reassessed) by the appropriate governmental entity), and the Company has provided adequate accruals in accordance with IFRS in its most recently published consolidated financial statements for any Taxes for the period covered by such financial statements that have not been paid, whether or not shown as being due on any Tax Returns. Since the publication date of such financial statements, no material Tax liability not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued other than in the ordinary course of business.

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	(b)	There are no proceedings, investigations, audits or claims now pending or threatened against the Company in respect of any Taxes and there are no matters under discussion, audit or appeal with any governmental entity relating to Taxes.

	(c)	There are no material proposed (but unassessed) additional Taxes and none has been asserted in writing by the Canada Revenue Agency or any other taxing authority, including any sales tax authority, in connection with any of the Tax Returns referred to above. No Tax liens have been filed in respect of any of the assets or properties of the Company.

	(d)	The Company is not nor has been a member of any consolidated group for Tax purposes. The Company is not a party to nor is bound by any tax allocation or sharing agreement, tax indemnity obligation or similar agreement, arrangement or practice with respect to Taxes, other than any agreement or arrangement solely between the Company.

	(e)	The Company has not requested, or entered into any agreement or other arrangement, or executed any waiver providing for, any extension of time within which:

	(i)	to file any Tax Return (which has not since been filed) in respect of any Taxes for which the Company is or may be liable;

	(ii)	to file any elections, designations or similar filings relating to Taxes (which have not since been filed) for which the Company is or may be liable;

	(iii)	the Company is required to pay or remit any Taxes or amounts on account of Taxes (which have not since been paid or remitted); or

	(iv)	any governmental authority may assess or collect Taxes for which the Company is liable.

(f)

The Company has duly and timely deducted, collected or withheld from any amount paid or credited by it to or for the account or benefit of any person and has duly and timely remitted the same (or is properly holding for such remittance) to the appropriate governmental authority all income taxes, employment insurance premiums, pension plan contributions, employer health tax remittances, sales taxes, use taxes, goods and services taxes, non-resident withholding taxes and other Taxes and amounts it is required by applicable Law to so deduct, or collect or withhold and remit.

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	(g)	The Company has not acquired property or services from, or disposed of property or provided services to, any person with whom it does not deal at arm's length for an amount that is other than the fair market value of such property or services.

	(h)	The Company has complied in all material respects with the intercompany transfer pricing provisions of each applicable Law relating to Taxes, including the contemporaneous documentation and disclosure requirements thereunder.

	(i)	No circumstances exist or could reasonably be expected to arise as a result of matters existing before the Effective Date that may result in the Company being subject to the application of Section 159 or 160 of the Tax Act or comparable provisions of any other legislation or otherwise cause the Company to be liable for Taxes of any other person.

	(j)	No facts, circumstances or events exist or have existed that have resulted or may result in the application to the Company of any debt forgiveness, debt parking or property seizure provisions under any applicable Tax Law.

	(k)	No claim has ever been made by any governmental authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to Taxes or is required to file Tax Returns in that jurisdiction.

	(l)	Any corporate reorganizations of the Company have been completed in accordance with applicable Tax requirements, including the filing of all necessary documents, and no Tax liabilities are pending in relation to any such corporate reorganizations.

	(m)	There are no rulings or closing agreements relating to the Company which could affect the Company's liability for Taxes for any taxable period after the Effective Date. The Company has not requested a private letter ruling from the United States Internal Revenue Service or comparable rulings from other taxing authorities.

21.

No Insolvency

No act or proceeding has been taken by or against the Company in connection with the dissolution, liquidation, winding up, bankruptcy or reorganization of the Company, or the appointment of a trustee, receiver, manager or other administrator of the Company or any of its properties or assets nor, to the knowledge of the Company, is any threatened. The Company has not sought protection under the Bankruptcy and Insolvency Act (Canada) or the Company Creditors Arrangement Act (Canada) or similar legislation in other Canadian or foreign jurisdictions. Neither the Company nor any of its properties or assets is subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict, the right or ability of the Company to conduct its business in all material respects as it has been carried on prior to the date hereof, or that would or could materially impede the completion of the Arrangement or other transactions contemplated by this Agreement, except to the extent any such matter would not have a Material Adverse Effect in respect of the Company or the value of its assets.

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22.

Fairness Opinions

The Company has received an oral opinion from the Fairness Advisor that the Arrangement is fair from a financial point of view to the Shareholder and the Fairness Advisor shall provide its written Fairness Opinion, in form and substance satisfactory to the Acquiror, acting reasonably, for inclusion in the Circular.

23.

Intellectual Property

The Company does not own or possess any intellectual property rights including any patents, copyrights, trade secrets, trademarks, service marks or trade names except data related to the Company properties and the website “www.homestakeresource.com”.

24.

Insurance

Policies of insurance in force as of the date hereof naming the Company as an insured adequately cover all risks reasonably and prudently foreseeable in the operation and conduct of the business of the Company for which, having regard to the nature of such risk and the relative cost of obtaining insurance, it is in the opinion of the Company, acting reasonably, prudent to seek such insurance rather than provide for self-insurance. All such policies of insurance shall remain in full force and effect and shall not be cancelled or otherwise terminated as a result of the Arrangement.

25.

Guarantees

The Company has not given or agreed to give, nor is it a party to or bound by, any guarantee of indebtedness, indemnity or suretyship of other obligations of any person (collectively, " Guarantees "), nor is it contingently responsible for any such indemnity or suretyship or obligations other than any Guarantees which, if enforced in accordance with their terms, would not individually or in the aggregate, have a Material Adverse Effect in respect of the Company. No claims have been made, and, to the knowledge of the Company, are threatened, under or in respect of any Guarantee of, or delivered by, the Company.

26.

Business

The business of the Company consists solely of mineral exploration and all activities related thereto and the Company is not engaged in any other business. There is no agreement, judgment, injunction, order or decree binding upon the Company that has, or could reasonably be expected to have, the effect of materially prohibiting, restricting or impairing any business practice of the Company, any acquisition of property by the Company, or the conduct of business by the Company, as currently conducted.

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27.

Full Disclosure

All information provided to the Acquiror and its Representatives in relation to its and their due diligence requests was accurate in all material respects as at its respective date as stated therein or, if any such information is undated, the date it was delivered to the Acquiror or its Representatives, and no material facts have been omitted from such information which would make such information misleading, except to the extent, in each such case, subsequent information has been provided to the Acquiror prior to the date of this Agreement, which has corrected any inaccuracy contained in the original information. There is no matter, thing, information, fact, data, circumstance or interpretation thereof relative to the Company, the business or any of its property and assets which could reasonably be expected to be material which has not been disclosed to the Acquiror or its Representatives.

28.

Change of Control

Except as set out in Section 28 of the Disclosure Letter, the Company is not a party to any contract, agreement or understanding or any series of contracts, agreements or understandings and which contain a "change of control" or similar provision.

29.

Assets and Sales

	(a)	The aggregate value of the Company's assets in Canada and the annual gross revenues from sales in or from Canada generated by those assets, all as determined as of the time and in the manner that are prescribed in Part IX of the Competition Act and the Notifiable Transactions Regulations thereunder, do not exceed the amount determined under Subsection 110(8) of the Competition Act .

	(b)	The principal offices of the Company are not located in the United States. The Company, including all entities "controlled" by the Company for purposes of the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, does not hold assets located in the United States with a fair market value in excess of U.S. $75.9 million in the aggregate and, during the 12 month period ended July 31, 2015, did not make sales in or into the United States in excess of U.S. $75.9 million in the aggregate.

30.

United States Securities Laws

	(a)	The Company is a "foreign private issuer" within the meaning of Rule 3b-4 under the Exchange Act.

	(b)	No securities of the Company are registered or required to be registered under Section 12 of the Exchange Act, the Company is not required to file reports under Section 13 or Section 15(d) of the Exchange Act, and the Company is not subject to any proceedings under or any order issued pursuant to section 12(j) of the Exchange Act.

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(c)

The Company is not registered, and is not required to be registered, as an "investment company" under the United States Investment Company Act of 1940, as amended.

31.

Mineral Resources

The most recent estimated measured, indicated and inferred mineral resources disclosed in the Company Public Documents have been prepared and disclosed in all material respects in accordance with accepted engineering practices and applicable Law. There has been no material reduction in the aggregate amount of estimated mineral resources or mineralized material of the Company, from the amounts disclosed in the Company Public Documents.

32.

Related Party Transactions; Collateral Benefits

Except as disclosed in the Disclosure Letter, the Company is not indebted to any director, officer, employee or agent of, or independent contractor to, the Company or any of its Affiliates or Associates (except for amounts due as normal salaries and bonuses and in reimbursement of ordinary expenses). Except as disclosed in the Company Public Documents, on or before the date hereof, no director, officer, employee or agent of the Company or any of its Affiliates or Associates is a party to any loan, contract, arrangement or understanding or other transactions with the Company required to be disclosed pursuant to applicable securities Law. Except as set out in Section 32 of the Disclosure Letter, there are no contracts or other transactions between the Company, on the one hand, and any (i) officer or director of the Company, (ii) any holder of record or beneficial owner of 2% or more of any class of the voting or non-voting equity securities of the Company, or (iii) any Affiliate or Associate of any such officer, director or beneficial owner, on the other hand.

33.

Finder's Fees

There is no investment bank, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company who is entitled to any fee or commission from the Company in connection with the Arrangement.

34.

Foreign Corrupt Practices Act

None of the Company or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the " FCPA ") or the Corruption of Foreign Public Officials Act (Canada), as amended (the " CFPOA ") and the Company has conducted its business in compliance with the FCPA or the CFPOA and has instituted and maintain policies and procedures designed to ensure continued compliance therewith.

35.

Money Laundering Laws

(a)

The operations of the Company are, and have been conducted at all times in compliance with the financial record-keeping and reporting requirements of anti-money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental entity to which the Company is subject, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (collectively, the " Money Laundering Laws "), and no action, suit or proceeding by or before any governmental entity or body or arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

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(b)

There are no proceedings under any corruption Laws pending against the Company or, to the knowledge of the Company, threatened against or affecting the Company.

36.

OFAC

The Company has not had and, to the knowledge of the Company, no director, officer, agent, employee or affiliate of the Company has had any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (" OFAC ") imposed upon such person; and the Company is not in violation of any of the economic sanctions of the United States administered by OFAC or any Law or executive order relating thereto (the " U.S. Economic Sanctions ") or conducting business with any person subject to any U.S. Economic Sanctions.

37.

Patriot Act

	(a)	Neither the Company, nor to the Company's knowledge, any of its affiliates, is in violation of Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the " Executive Order ") and/or to the Company's knowledge, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the " Patriot Act ").

	(b)	Neither the Company, nor to the Company's knowledge, any of its affiliates, is a " Prohibited Person " which is defined as follows: (i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or entity with whom the Acquiror or its successor or assignee is prohibited from dealing or otherwise engaging in any transaction by the Executive Order or the Patriot Act; (iv) a person or entity who commits, threatens or conspires to commit or supports "terrorism" as defined in the Executive Order; (v) a person or entity that is named as a "specially designated national and blocked person" on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http:/www.treas.gov/ofac/tllsdn.pdf, or at any replacement website or other replacement official publication of such list; and (vi) a person or entity who is affiliated with a person or entity listed above.

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(c)

Neither the Company nor, to the Company's knowledge, any of its affiliates, has: (i) conducted any business or engaged in any transaction or dealing with any Prohibited Person, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (ii) dealt in or otherwise engaged in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (iii) engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act.

38.

Terminated Agreements

To the knowledge of the Company, the Company has complied with all of its obligations under any agreements which have been terminated during the five years prior to the date hereof and the Company has no liabilities or obligations whether or not accrued, absolute, contingent, determined, determinable or otherwise under any such agreements, or in respect of any former subsidiary of the Company wound up or disposed of during the five years prior to the date hereof, except as disclosed in the balance sheet forming part of the Company’s interim consolidated financial statements for the period ended January 31, 2016.

SCHEDULE D

REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR

1.	Organization and Qualification

The Acquiror has been duly incorporated or amalgamated and is validly subsisting under the laws of the Province of British Columbia and has the requisite power and authority to own its assets and properties as now owned and to carry on its business as now conducted. The Acquiror is duly registered or authorized to conduct its affairs or do business as so conducted and is in good standing in the jurisdictions in which the character of its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such registration or authorization necessary, except where the failure to do so would not have a Material Adverse Effect on the Acquiror. Copies of the Certificate of Name Change of the Acquiror dated October 15, 2013 filed on SEDAR on October 15, 2013, and the Notice of Articles dated June 9, 2008 and the Articles of the Acquiror filed on SEDAR on September 16, 2008 are accurate and complete as of the date hereof and have not been amended or superseded, and the Acquiror has not taken any action to amend or supersede such documents.

2.	Capitalization

The authorized capital of the Acquiror consists of an unlimited number of common shares. As at the date hereof there are: (i) 58,518,631 Acquiror Shares issued and outstanding; and (ii) an aggregate of 9,959,616 Acquiror Shares reserved for issuance pursuant to outstanding options, warrants, convertible securities and other rights to acquire Acquiror Shares. All outstanding Acquiror Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights.

3.	Authority Relative to this Agreement

The Acquiror has the requisite corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Acquiror and the consummation by the Acquiror of the transactions contemplated by this Agreement have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the Arrangement or the completion by the Acquiror of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Acquiror and constitutes a legal, valid and binding obligation of the Acquiror, enforceable against it in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by Law in connection with bankruptcy, insolvency or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.

The authorization of this Agreement, the execution and delivery by the Acquiror of this Agreement and the performance by it of its obligations under this Agreement and the Arrangement shall not result (with or without notice or the passage of time) in a violation, conflict or breach of, or constitute a default under, in respect of or require any consent to be obtained under or give rise to any third party right of termination, amendment, first refusal, shot-gun, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under any provision of:

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	(a)	the notice of articles or by-laws of the Acquiror;

	(b)	any applicable Law to which the Acquiror is subject or by which the Acquiror is bound; or

	(c)	any agreement, contract, indenture, deed of trust, mortgage, bond, note, instrument, licence, franchise, grant or permit to which the Acquiror is a party or by which it is bound,

which would, individually or in the aggregate, have a Material Adverse Effect in respect of the Acquiror or materially impede the completion of the transactions contemplated by this Agreement.

4.	Subsidiaries

The Acquiror has no material subsidiaries or material interest in any person other than the Acquiror Subsidiaries, and each Acquiror Subsidiary is wholly-owned by the Acquiror.

5.	Filings

	(a)	Documents or information filed by the Acquiror under applicable Law since and including December 31, 2015, including the Acquiror's (a) annual information form dated April 28, 2016, (b) audited consolidated financial statements as at and for the six months ended December 31, 2015 and the twelve months ended June 30, 2015 and related management discussion and analysis, (c) unaudited consolidated financial statements as at and for the three months ended March 31, 2016 and related management discussion and analysis, (d) management information circular dated May 5, 2016 in respect of the Acquiror's annual general meeting of shareholders held June 16, 2016, and (e) any material change reports that have been filed by the Acquiror between December 31, 2015 and the date hereof are, and any such documents or information filed by the Acquiror after the date hereof and before the Arrangement is completed (collectively, the " Acquiror Public Documents ") shall be, as of their respective dates, in compliance in all material respects with applicable Law and do not contain any Misrepresentation as of their respective dates. The Acquiror has not filed any confidential material change reports that remain confidential.

	(b)	There is no material change which has occurred with respect to which the requisite material change report has not been filed by the Acquiror with the securities regulatory authorities in the applicable provinces of Canada All material agreements required to be filed by the Acquiror with the securities regulatory authorities, in the applicable provinces of Canada have been filed.

	(c)	The Acquiror has filed all technical reports as required under NI 43-101. As at the date hereof, the Acquiror has not made any disclosure of scientific or technical information that is not supported by a technical report that the Acquiror has filed under NI 41-103 or requires the filing of a technical report under NI 41-103.

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	(d)	The Technical Report on the Three Bluffs Project, Nunavut Territory, Canada” dated August 17, 2015 (the “ Auryn Technical Report ”) prepared for the Acquiror complied in all material respects with the requirements of NI 43-101 at the time of filing thereof and the Acquiror believes that the Auryn Technical Report reasonably presented the quantity of mineral resources attributable to the applicable the Three Bluffs project of the Acquiror as at the date stated therein based upon information available at the time the Auryn Report was prepared.

	(e)	The Acquiror is in compliance with the provisions of NI 43-101 in all material respects.

6.	Financial Statements

	(a)	The audited consolidated financial statements of the Acquiror as at and for the six months ended December 31, 2015 and the twelve months ended June 30, 2015 and the unaudited consolidated financial statements of the Acquiror as at and for the period ended March 31, 2016 contained in the Acquiror Public Documents were prepared in accordance with IFRS (the “ Acquiror Financial Statements ”).

	(b)	Such statements present fairly, in all material respects, the consolidated financial condition and results of operations of the Acquiror as of the respective dates thereof and for the respective periods covered thereby applied on a basis consistent with the immediately prior period and throughout the periods indicated (except as may be indicated expressly in the notes thereto). Such statements reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of the Acquiror on a consolidated basis. Since December 31, 2015, the Acquiror has not effected any change in its accounting methods, principles or practices, except as otherwise set out in the Acquiror Financial Statements, including the notes thereto.

	(c)	The Acquiror has (A) designed such disclosure controls and procedures, or caused them to be designed under the supervision of the Chief Executive Officer and Chief Financial Officer of the Acquiror, to provide reasonable assurance that material information relating to the Acquiror, is made known to the Chief Executive Officer and Chief Financial Officer, particularly during the period in which the annual or interim filings are being prepared, and (B) designed such internal control over financial reporting, or caused it to be designed under such Chief Executive Officer's and Chief Financial Officer's supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Acquiror has not failed to disclose in the Acquiror Public Documents or to the Company in writing prior to the date of this Agreement, any information regarding any event, circumstance or action taken or failed to be taken since December 31, 2015 within the knowledge of the Acquiror and not within the knowledge of the Company as at the date of this Agreement having an effect which could constitute a Material Adverse Effect. From December 31, 2015 to the date of this Agreement, the Acquiror has received no material complaints from any source regarding accounting, internal accounting controls or auditing matters or expressions of concern from employees, consultants and/or independent contractor of the Acquiror regarding questionable accounting or auditing matters.

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7.	Taxes, etc.:

	(a)	All Tax Returns required to be filed by or on behalf of the Acquiror have been duly filed on a timely basis and such Tax Returns are true, complete and correct in all material respects. All Taxes shown to be payable on such Tax Returns or on subsequent assessments or reassessments with respect thereto have been paid in full and on a timely basis.

	(b)	There are no assessments or reassessments of any Taxes that have been issued and are outstanding against the Acquiror or any Acquiror Subsidiary, or pursuant to which there are any amounts owing. No Regulatory Authority has challenged, disputed or questioned the Acquiror or any Acquiror Subsidiary in respect of Taxes or of any returns, filings or other reports filed under any statute providing for Taxes. Neither the Acquiror nor any Acquiror Subsidiary is negotiating any draft assessment or reassessment with any Regulatory Authority. The Acquiror is not aware of any contingent liabilities for a material amount of Taxes or any grounds relating to the Acquiror or any Acquiror Subsidiary for an assessment or reassessment with respect thereto including, without limitation, aggressive treatment of income, expenses, credits or other claims for deduction under any return or notice other than as disclosed in the its financial statements as at and for the six months ended December 31, 2015 and the twelve months ended June 30, 2015. Neither the Acquiror nor any Acquiror Subsidiary has received any indication from any Regulatory Authority that an assessment or reassessment is proposed in respect of any Taxes, regardless of its merits. Neither the Acquiror nor any Acquiror Subsidiary has executed or filed with any Regulatory Authority any agreement extending the period for the filing of any Tax Returns or for the assessment, reassessment or collection of any Taxes. Neither the Acquiror nor any Acquiror Subsidiary has requested, or entered into any agreement or other arrangement, or executed any waiver providing for, any extension of time within which: (i) to file any Tax Return for which it is or may be liable, respectively; (ii) to file any elections, designations or similar documents or instruments relating to Taxes for which it is or may be liable, respectively; (iii) it is respectively required to pay or remit any Taxes or amounts on account thereof; or (iv) any Regulatory Authority may assess, reassess or collect Taxes for which either it is or may be liable, respectively.

	(c)	The Acquiror and each Acquiror Subsidiary has paid or has withheld and remitted to the appropriate taxing authority all Taxes, including any instalments or prepayments of Taxes, that are due and payable whether or not shown as being due on any Tax Return, or, where payment is not yet due, the Acquiror has established adequate accruals in conformity with IFRS in the Acquiror Financial Statements for the period covered by such financial statements for any Taxes, including income taxes and related future taxes, if applicable, that have not been paid, whether or not shown as being due on any Tax Return; and the Acquiror has made adequate provision or disclosure in its books and records for any Taxes accruing in respect of any period subsequent to the period covered by such financial statements, whether or not shown as being due on any Tax Return.

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	(d)	The Acquiror and the Acquiror Subsidiaries have withheld from each payment made to any of their present or former employees, officers and directors, and to all persons who are non-residents of Canada for the purposes of the Tax Act, all amounts required by applicable Law and will continue to do so until the Effective Date and has remitted such withheld amounts within the prescribed periods to the appropriate Regulatory Authority. The Acquiror and the Acquiror Subsidiaries have remitted all Canada Pension Plan contributions, employment insurance premiums, and other Taxes payable by them in respect of their employees and have or will have remitted such amounts to the proper governmental authority within the time required by applicable Law. The Acquiror and the Acquiror Subsidiaries have charged, collected and remitted on a timely basis all Taxes as required by applicable Law on any sale, supply or delivery whatsoever, made by them.

	(e)	The Acquiror has made available to Homestake true and complete copies of: (A) income tax audit reports, statement of deficiencies, closing or other agreements received by the Acquiror and the Acquiror Subsidiaries or on behalf of the Acquiror and the Acquiror Subsidiaries relating to the Taxes for any taxable period, if any; and (B) all Tax Returns for the Acquiror and the Acquiror Subsidiaries for all taxable periods.

	(f)	No material deficiencies exist or have been asserted by any Regulatory Authority with respect to Taxes of the Acquiror or any Acquiror Subsidiaries that have not yet been settled.

	(g)	Neither the Acquiror nor any Acquiror Subsidiaries is a party to any Tax sharing, Tax indemnity or Tax allocation agreement or arrangement and the Acquiror and each Acquiror Subsidiary does not have, nor could they have, any material liabilities or obligations in respect of Taxes under any such Tax sharing, Tax indemnity or Tax allocation agreement. No material liability (or reasonable claim of material liability) relating to the Acquiror or any Acquiror Subsidiary shall arise under any Tax sharing, Tax indemnity or Tax allocation agreement or arrangement.

	(h)	Neither the Acquiror nor any Acquiror Subsidiary has claimed or will claim in any Tax Return for any taxation year ending or deemed to end on or before the Effective Date any reserve (including, without limitation, any reserve under paragraph 20(1)(m) or 20(1)(n) or subparagraph 40(1)(a)(iii) of the Tax Act or any analogous provision under the legislation of any province or other jurisdiction) of any amount which could be included in the income of the Acquiror or any Acquiror Subsidiary for any period ending after the Effective Date.

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	(i)	No facts, circumstances or events exist or have existed that have resulted in or may result in the application to the Acquiror or any Acquiror Subsidiary of any of sections 80 to 80.04 of the Tax Act or any equivalent provisions of any applicable legislation.

	(j)	Neither the Acquiror nor any Acquiror Subsidiary has acquired property from a non-arm’s length person, within the meaning of the Tax Act, for consideration, which was less than the parties’ reasonable determination of fair market value of the property acquired in circumstances which would subject it to a liability under section 160 of the Tax Act or under any equivalent provisions of any applicable legislation.

	(k)	The Acquiror and each Acquiror Subsidiary has complied with all registration, reporting, collection and remittance requirements in respect of all federal and provincial sales tax legislation including but not limited to the Excise Tax Act (Canada). The Acquiror has made available to Homestake all invoices, purchase orders, and all such other documents as are necessary to report any claim for income tax credits or refunds claimed or to be claimed pursuant to the Exercise Tax Act (Canada) or under any equivalent provisions of any applicable legislation.

	(l)	The Acquiror and the Acquiror Subsidiaries do not have and will not have any obligation to file on or prior to the Effective Date, any Tax Return required to be made, prepared or filed under any applicable Law of any jurisdiction other than Canada in respect of any Taxes, and the Acquiror and the Acquiror Subsidiaries do not have any outstanding liability on account of any failure to comply with any such obligation.

	(m)	Neither the Acquiror nor any Acquiror Subsidiary has made any payment, or is obligated to make any payment, and is not a party to any agreement under which it could be obligated to make any payment that may not be deductible by virtue of section 67 or 78 of the Tax Act or under any equivalent provisions of any applicable legislation.

	(n)	The liability for Taxes of the Acquiror and each Acquiror Subsidiary under the Tax Act, and any other applicable Law has been assessed by the relevant authority for all taxation years to and including its taxation year ended on December 31, 2015.

	(o)	The Acquiror is a taxable Canadian corporation within the meaning of the Tax Act.

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8.	Tax Act Residency

The Acquiror is not a non-resident for the purposes of the Tax Act.

9.	Equity Monetization Plans

There are no outstanding stock appreciation rights, phantom equity, profit sharing plan or similar rights, agreements, arrangements or commitments payable to any employee of the Acquiror and which are based upon the revenue, value, income or any other attribute of the Acquiror.

10.

No Orders

No order, ruling or determination having the effect of suspending the sale of, or ceasing the trading of, the Acquiror Shares or any other securities of the Acquiror have been issued by any Regulatory Authority and is continuing in effect and no proceedings for that purpose have been instituted, are pending or, to the knowledge of the Acquiror, are contemplated or threatened under any applicable Laws or by any Regulatory Authority.

11.

Books and Records

The financial books, records and accounts of the Acquiror and the Acquiror Subsidiaries, in all material respects: (a) have been maintained in accordance with good business practices on a basis consistent with prior years; (b) are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the assets of the Acquiror and the Acquiror Subsidiaries; and (c) accurately and fairly reflect the basis for the Acquiror Financial Statements. The Acquiror has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; and (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with IFRS and (B) to maintain accountability for assets and liabilities. The corporate records and minute books of the Acquiror and the Acquiror Subsidiaries have been maintained substantially in compliance with applicable Laws and are complete and accurate in all material respects, and full access thereto has been provided to the Company.

12.

Absence of Certain Changes or Events

Except for the Arrangement or any action taken in accordance with this Agreement, since March 31, 2016:

	(a)	each of the Acquiror and the Acquiror Subsidiaries has conducted its business only in the ordinary course of business substantially consistent with past practice;

	(b)	no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) of the Acquiror has been incurred, other than in the ordinary course of business, which could reasonably be expected to have a Material Adverse Effect on the Acquiror;

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	(c)	there has been no Material Adverse Change in respect of the Acquiror; and

	(d)	The Acquiror, and to the knowledge of the Acquiror, any director, officer, employee or auditor of the Acquiror or any Acquiror Subsidiary, has not received or otherwise had or obtained knowledge of any fraud or material complaint, allegation, assertion or claim, whether written or oral, regarding fraud or the accounting or auditing practices, procedures, methodologies or methods of the Acquiror or any Acquiror Subsidiary or their respective internal accounting controls.

13.

Registration, Exemption Orders, Licenses, etc.

To the knowledge of the Acquiror, each of the Acquiror and the Acquiror Subsidiaries has obtained and is in material compliance with all material Regulatory Authorizations, except where such non-compliance does not cause a Material Adverse Effect on the Acquiror. Such Regulatory Authorizations are in full force and effect in accordance with their terms, and no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a material violation of any such Regulatory Authorization. No material proceedings are pending or, to the knowledge of the Acquiror, threatened, which could result in the revocation or limitation of any material Regulatory Authorization, and all steps have been taken and filings made on a timely basis with respect to each material Regulatory Authorization and its renewal.

14.

Restrictions on Business Activities

There is no judgment, injunction or order binding upon the Acquiror or any Acquiror Subsidiary, and neither the Acquiror nor any Acquiror Subsidiary is subject to any contractual commitment, that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing its business or, individually or in the aggregate, have a Material Adverse Effect on the Acquiror.

15.

Non-Arms Length Transactions

Except as set forth in the Acquiror Financial Statements, there are no Contracts or other transactions currently in place between the Acquiror, on the one hand, and: (a) any officer or director of the Acquiror or any Acquiror Subsidiary; (b) any holder of record or beneficial owner of 10% or more of the voting securities of the Acquiror; or (c) any affiliate of any such officer, director or beneficial owner, on the other hand. Except as set forth in the Acquiror Financial Statements, without limiting the generality of the foregoing, neither the Acquiror nor any Acquiror Subsidiary has loaned any money to, or guaranteed the obligations of, any director, officer or employee of the Acquiror or any Acquiror Subsidiary, or any Acquiror Shareholder.

16.

Absence of Undisclosed Liabilities

The Acquiror does not have any material liabilities of any nature (matured or unmatured, fixed or contingent), other than:

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	(a)	those set forth or adequately provided for in the most recent balance sheet and associated notes thereto included in the Acquiror Financial Statements (for the purposes of this Section, the “ Acquiror Balance Sheet ”);

	(b)	those incurred subsequent to the date of the Acquiror Balance Sheet in the ordinary course of business; and

	(c)	those incurred in connection with the execution of this Agreement and the completion of the Arrangement.

17.

Absence of Undisclosed Changes

There has not been any material change in the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Acquiror on a consolidated basis from the position set forth in the most recent Acquiror Financial Statements and the Acquiror has not incurred or suffered a Material Adverse Change since March 31, 2016 and since that date there have been no material facts, transactions, events or occurrences which would have a Material Adverse Effect on the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of the operations of the Acquiror which have not been disclosed in the Acquiror Public Record.

18.

No Defaults

Neither the Acquiror nor any Acquiror Subsidiary is in default under, and there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute such a default under, any contract, agreement or licence to which it is a party or by which it is bound which would, if terminated or upon exercise of a right made available to a third party solely due to such default, individually or in the aggregate, have a Material Adverse Effect on the Acquiror. Neither the Acquiror nor any Acquiror Subsidiary is in violation of any applicable Laws which violation could have a Material Adverse Effect on the Acquiror.

19.

Pre-emptive Rights

There are no outstanding rights of first refusal or other pre-emptive rights of purchase which entitle any person to acquire any of the assets or share capital of the Acquiror or any Acquiror Subsidiary that will be triggered or accelerated by the Arrangement.

20.

Environmental

The Acquiror has disclosed to the Company all material documents (including claims, notices, orders, judgments, reports, audits, assessments, results, licences, permits, orders, authorizations, approvals and registrations) relating to environmental, health and safety matters affecting the Acquiror and its operations, or any properties currently or formerly owned, occupied or used by the Acquiror, and any activities carried out thereon. All operations, or any properties currently or formerly owned, occupied or used by the Acquiror, and any activities carried out thereon, have been, and are now, in compliance with all applicable Law relating to the protection of the environment or health and safety, closure or other reclamation obligations or the use, storage, handling, release, disposal, remediation, treatment or transportation of any substance, including pollutants, contaminants, waste, or hazardous or toxic materials (collectively, " Environmental Laws "), and no liability under Environmental Laws exists or is reasonably anticipated in relation to such operations, properties or activities, except where the failure to be in compliance or the liability under Environmental Laws would not, individually or in the aggregate, have a Material Adverse Effect in respect of the Acquiror. The Acquiror has all permits, consents, authorizations and registrations required under Environmental Laws. The Acquiror is not aware of:

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	(a)	any investigation, proceeding, application, order or directive which relates to environmental, health or safety or closure or other reclamation matters, and which may require any material work, repairs, construction, reclamation, remediation or expenditures; or

	(b)	any claim, demand or notice, with respect to the breach of or liability under any Environmental Laws, including any regulations respecting the use, storage, handling, release, disposal, remediation, treatment or transportation of any substance (including pollutants, contaminant, waste of any nature, hazardous material, toxic substance, dangerous substance or dangerous good as defined in any applicable Environmental Laws),

which would, individually or in the aggregate, have a Material Adverse Effect in respect of the Acquiror.

21.

Material Contracts

	(a)	Other than contracts and agreements in the ordinary course of business, contracts and agreements included in the Acquiror Public Record and this Agreement, there are no material contracts or agreements to which Acquiror or any Acquiror Subsidiary is a party or by which it is bound.

	(b)	All such material contracts included in the Acquiror Public Record are in full force and effect, and the Acquiror as a party thereto is entitled to all rights and benefits thereunder in accordance with the terms thereof. The Acquiror has complied in all material respects with all terms of such contracts, has paid all amounts due thereunder, has not waived any material rights thereunder and no material default or breach exists in respect thereof on the part of the Acquiror.

	(c)	no material contract included in the Acquiror Public Record is subject to any termination fees, cancellation costs or other similar penalties that would be or become payable by the Acquiror upon completion of the transactions contemplated by this Agreement.

	(d)	no approval or consent of any person is needed in order that such contracts continue in full force and effect following consummation of the transactions contemplated hereby and the Acquiror is not a party to any such contract that contains any non-competition obligation or otherwise restricts in any material way the business of the Acquiror.

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(e)

The Acquiror is in compliance with the terms of the Letter Agreement.

22.

Employee Benefit Plans

The Acquiror has made available to Company true, complete and correct copies of each employee benefits plan (collectively, the “ Acquiror Plans ”) covering active, former or retired employees of the Acquiror and the Acquiror Subsidiaries, any related trust agreement, annuity or insurance contract or other funding vehicle, and:

	(a)	each Acquiror Plan has been maintained and administered in material compliance with its terms and is, to the extent required by applicable Law or contract, fully funded without having any deficit or unfunded actuarial liability or adequate provision has been made therefor;

	(b)	all required employer contributions under any such plans have been made and the applicable funds have been funded in accordance with the terms thereof;

	(c)	each Acquiror Plan that is required or intended to be qualified under applicable Law or registered or approved by a Regulatory Authority has been so qualified, registered or approved by the appropriate Regulatory Authority, and to the knowledge of the Acquiror, nothing has occurred since the date of the last qualification, registration or approval that would reasonably be expected to adversely affect, or cause, the appropriate Regulatory Authority to revoke such qualification, registration or approval;

	(d)	to the knowledge of the Acquiror, there are no pending or anticipated claims against or otherwise involving any of the Acquiror Plans and no suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of Acquiror Plan activities) has been brought against or with respect to any Acquiror Plan;

	(e)	all contributions, reserves or premium payments required to be made to the Acquiror Plans have been made or provided for; and

	(f)	the Acquiror does not have any obligations for retiree health and life benefits under any Acquiror Plan.

23.

Employees

	(a)	The Acquiror confirms that there are no severance, termination, change of control, bonus or retention payments payable to any employees, directors and consultants of the Acquiror or any Acquiror Subsidiary as a result of the transactions contemplated by this Agreement.

	(b)	no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any employees of the Acquiror or any Acquiror Subsidiary by way of certification, interim certification, voluntary recognition, designation or successor rights or has applied to have the Acquiror declared a related employer or successor employer pursuant to applicable labour legislation. Neither the Acquiror nor any Acquiror Subsidiary has engaged in any unfair labour practices and, no strike, lock-out, work stoppage, or other labour dispute is occurring. To the knowledge of the Acquiror, there are no threatened or pending strikes, work stoppages, picketing, lock-outs, handbillings, boycotts, slowdowns or similar labour related disputes pertaining to the Acquiror or any Acquiror Subsidiary. Neither the Acquiror nor any Acquiror Subsidiary has engaged in any closing or lay-off activities within the past two years that would materially violate or in any way subject the Acquiror or any Acquiror Subsidiary to the group termination or lay-off requirements of the applicable Laws; and

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(c)

neither the Acquiror nor any Acquiror Subsidiary has recognized any trade union or has any staff association, staff council, works council or other organisation formed for or arrangements having a similar purpose and no notification to any trade union, staff association, staff council, works council or other organisation formed for or in respect of any arrangements having a similar purpose is required by the Acquiror or any Acquiror Subsidiary for the purpose of consummating the transactions contemplated by this Agreement.

24.

Brokers and Finders

The Acquiror has not retained, nor will it retain, any financial advisor, broker, agent or finder or pay or agreed to pay any financial advisor, broker, agent or finder on account of this Agreement, any transaction contemplated hereby or any transaction presently ongoing or contemplated.

25.

Rights Plans

The Acquiror does not have a shareholder rights plan or any other form of plan, agreement, contract or instrument that will trigger any rights to acquire Acquiror Shares or other securities of the Acquiror or rights, entitlements or privileges in favour of any Person upon the entering into of this Agreement or in connection with the Arrangement.

26.

Insurance

Policies of insurance that are in force as of the date hereof naming the Acquiror and the Acquiror Subsidiaries, as applicable, as an insured adequately and reasonably cover all risks as are customarily covered in the industries in which the Acquiror and the Acquiror Subsidiaries operate and having regard to the nature of the risk insured and the relative cost of obtaining insurance to protect the Acquiror’s interests. All such policies shall remain in force and effect and shall not be cancelled or otherwise terminated as a result of the transactions contemplated by this Agreement.

27.

Foreign Corrupt Practices Act

None of the Acquiror or, to the knowledge of the Acquiror, any director, officer, agent, employee, affiliate or other person acting on behalf of the Acquiror is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA or the CFPOA and the Acquiror has conducted its business in compliance with the FCPA or the CFPOA and has instituted and maintain policies and procedures designed to ensure continued compliance therewith.

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28.

Money Laundering Laws

	(a)	The operations of the Acquiror are, and have been conducted at all times in compliance with the financial record-keeping and reporting requirements of the Money Laundering Laws, and no action, suit or proceeding by or before any governmental entity or body or arbitrator involving the Acquiror with respect to the Money Laundering Laws is pending or, to the knowledge of the Acquiror, threatened.

	(b)	There are no proceedings under any corruption Laws pending against the Acquiror or, to the knowledge of the Acquiror, threatened against or affecting the Acquiror.

29.

OFAC

The Acquiror has not had and, to the knowledge of the Acquiror, no director, officer, agent, employee or affiliate of the Acquiror has had any sanctions administered by the OFAC imposed upon such person; and the Acquiror is not in violation of any U.S. Economic Sanctions or conducting business with any person subject to any U.S. Economic Sanctions.

30.

Patriot Act

	(a)	Neither the Acquiror, nor to the Acquiror 's knowledge, any of its affiliates, is in violation of the Executive Order and/or to the Acquiror 's knowledge, the Patriot Act.

	(b)	Neither the Acquiror, nor to the Acquiror 's knowledge, any of its affiliates, is a Prohibited Person.

	(c)	Neither the Acquiror nor, to the Acquiror 's knowledge, any of its affiliates, has: (i) conducted any business or engaged in any transaction or dealing with any Prohibited Person, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (ii) dealt in or otherwise engaged in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (iii) engaged in or conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act.

D-14

31.

Arrangements in Respect of Outstanding Securities

Neither the Acquiror nor (to the knowledge of the Acquiror) any of its shareholders is a party to any unanimous shareholders agreement, pooling agreement, voting trust or other similar type of arrangements in respect of outstanding securities of the Acquiror.

32.

Operation and Condition of Tangibles

All of the Acquiror’s and the Acquiror’s Subsidiaries’ tangible depreciable property used or intended for use in connection with its business has been operated and maintained in accordance with good and prudent applicable industry practices in Canada and all applicable Law during all periods in which the Acquiror or the applicable Acquiror Subsidiary was owner thereof and such are in working condition, ordinary wear and tear excepted, and are useable in the ordinary course of its business.

33.

Place of Principal Offices

The Acquiror is not incorporated in the United States, is not organized under the laws of the United States and does not have its principal office within the United States.

34.

Location of Assets and U.S. Sales

All of the assets and property of the Acquiror, including all entities controlled by the Acquiror for purposes of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 , as amended, are located outside the United States and did not generate sales in or into the United States exceeding US$75.9 million during the Acquiror’s most recent completed fiscal year.

35.

Foreign Private Issuer

The Acquiror is a foreign private issuer within the meaning of Rule 405 of Regulation C under the U.S. Securities Act and Rule 3b-4 under the Exchange Act.

36.

Investment Company

The Acquiror is not registered and is not required to be registered as an “investment company” pursuant to the United States Investment Company Act of 1940 , as amended.

37.

Exchange Act

No class of securities of the Acquiror is registered or required to be registered pursuant to Section 12 of the Exchange Act, neither the Acquiror nor any of its subsidiaries is required to file reports under Section 13 or Section 15(d) of the Exchange Act, and the Acquiror is not subject to any proceedings under or any order issued pursuant to Section 12(j) of the Exchange Act.

D-15

38.

No Guarantees

Each of the Acquiror and the Acquiror Subsidiaries has not guaranteed, endorsed, assumed, indemnified (other than pursuant to indemnity agreements with its directors and officers and as contemplated by the by-laws of the Acquiror and the Acquiror Subsidiaries and applicable Laws, standard indemnity agreements in financial services (including credit facilities) and underwriting and agency agreements and indemnities provided in the ordinary course to industry partners and service providers) or accepted any responsibility for, and does not and will not guarantee, endorse, assume, indemnify or accept any responsibility for, contingently or otherwise, any indebtedness or the performance of any obligation of the directors, officers, employees, consultants of the Acquiror or any Acquiror Subsidiary or Acquiror Shareholders. the Acquiror has not guaranteed, endorsed, assumed, indemnified or accepted any responsibility for, and does not and will not guarantee, endorse, assume, indemnify or accept any responsibility for, contingently or otherwise, any indebtedness or the performance of any obligation of any Acquiror Subsidiary.

39.

Payments to Employees Etc.

The Acquiror and each Acquiror Subsidiary has withheld from each payment made to any of its present or former employees, officers or directors, or to other persons, all amounts required by law or administrative practice to be withheld by it on account of income taxes, pension plan contributions, employment insurance premiums, employer health taxes and similar taxes and levies, and has remitted such withheld amounts within the required time to the appropriate governmental entity. The Acquiror and each Acquiror Subsidiary has charged, collected and remitted on a timely basis all sales, goods and services, value-added and other commodity taxes as required under applicable legislation on any sale, supply or delivery made by them.

40.

Standstill Provisions

The Acquiror has not waived any standstill or similar provisions contained in a confidentiality agreement or otherwise for any person.

41.

Intellectual Property

	(a)	The Acquiror and each Acquiror Subsidiary owns, or is validly licensed or otherwise have the right to use, all patents, patent rights, trademarks, trade names, service marks, industrial designs, design patents, copyrights, know how and other proprietary industrial or intellectual property industrial or rights that are used in its respective businesses;

	(b)	the use by the Acquiror or any Acquiror Subsidiary of its trademarks, trade names, service marks, copyrights, industrial designs, patents, design patents, know-how and other industrial or intellectual property and all applications therefor (the “ Acquiror Applicable IP ”) does not infringe upon or breach the industrial or intellectual property rights of any other person; and

D-16

(c)

neither the Acquiror nor any Acquiror Subsidiary has commenced legal proceedings against any person relating to an infringement by such person of any Acquiror Applicable IP, except in each case to the extent that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Acquiror.

42.

Litigation

There are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of the Acquiror, threatened against or relating to the Acquiror or affecting any of its properties or assets before or by any court or governmental or regulatory authority or body which involve the possibility of any judgment or liability which could reasonably be expected to have a Material Adverse Effect in respect of the Acquiror.

43.

No Insolvency

The Acquiror is not insolvent within the meaning of applicable bankruptcy, insolvency or fraudulent conveyance laws. No act or proceeding has been taken by or against the Acquiror in connection with the dissolution, liquidation, winding-up, bankruptcy or reorganization of the Acquiror or the appointment of a trustee, receiver, manager or other administrator of the Acquiror or any of its properties or assets. The Acquiror has not sought protection under the Bankruptcy and Insolvency Act (Canada) or the Company Creditors Arrangement Act (Canada) or similar legislation in other Canadian or foreign jurisdictions. Neither the Acquiror nor any of its properties or assets is subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict, the right or ability of the Acquiror to conduct its business in all material respects as it has been carried on prior to the date hereof, or that would or could materially impede the completion of the Arrangement or other transactions contemplated by this Agreement, except to the extent any such matter would not have a Material Adverse Effect in respect of the Acquiror or the value of its assets.

44.

Compliance with Law

The Acquiror has complied with all applicable Law other than any non-compliance which would, individually or in the aggregate, not have a Material Adverse Effect in respect of the Acquiror.

45.

Shareholder Approval

No vote or approval of the holders of Acquiror Shares or the holder of any other securities of the Acquiror is necessary to approve this Agreement, the Arrangement or the other transactions contemplated herein.

46.

Reporting Issuer Status

The Acquiror (i) is a reporting issuer not in default or the equivalent thereof under the securities Law of each of the Provinces of British Columbia, Alberta and Ontario, (ii) is not subject to any cease trade order or stop order under applicable securities Law, and (iii) is current with all material filings required to be made under applicable securities Law. The outstanding Acquiror Shares are listed on the TSXV.

D-17

47.

Issuance of Acquiror Shares under the Arrangement

The Acquiror Shares to be issued pursuant to the Arrangement shall be duly and validly issued and fully paid and non-assessable shares of the Acquiror.

48.

Support Agreements

The Acquiror has entered into Support Agreements with each of the Locked-Up Securityholders and, except as disclosed to the Company, has not entered into any other agreements with such holders or other Shareholders in respect of the Arrangement.

49.

Investment Canada

The Acquiror is a Canadian within the meaning of the Investment Canada Act (Canada).

SCHEDULE E

COMPANY PROPERTIES

See Section 13 of the Disclosure Letter.

National Instrument 44-101
Short Form Prospectus Distributions

Appendix A
Notice Declaring Intention to be Qualified under
National Instrument 44-101 Short Form Prospectus Distributions
(“NI 44-101”)

Date:	February 19, 2016

TO:	British Columbia Securities Commission
	Alberta Securities Commission

Auryn Resources Inc. (the “ Issuer ”) intends to be qualified to file a short form prospectus under NI 44-101. The Issuer acknowledges that it must satisfy all applicable qualification criteria prior to filing a preliminary short form prospectus. This notice does not evidence the Issuer’s intent to file a short form prospectus, to enter into any particular financing or transaction or to become a reporting issuer in any jurisdiction. This notice will remain in effect until withdrawn by the Issuer.

AURYN RESOURCES INC.

“Peter	Rees”
Name:	Peter Rees
Title:	Chief Financial Officer

INDEPENDENT AUDITOR’S CONSENT

We consent to the use in this Registration Statement on Form 40-F (the “ Registration Statement ”) of Auryn Resources Inc. (“ Auryn ”) of our report dated March 28, 2017 relating to the consolidated financial statements of Auryn for the year ended December 31, 2016 and our report dated April 28, 2016 relating to the consolidated financial statements of Auryn for the six months ended December 31, 2015, appearing in this Registration Statement.

/s/ Deloitte LLP

Chartered Professional Accountants
Vancouver, Canada
July 6, 2017

CONSENT OF EXPERT

July 6, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	Auryn Resources Inc. (the "Company")
	Registration Statement on Form 40-F (the "Registration Statement")

I, David Ross, P. Geo, hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report (the " Technical Report "):

NI 43-101 Technical Report on the Committee Bay Project, Nunavut Territory, Canada, dated May 31, 2017;

and to references to the Technical Report, or portions thereof, in the Registration Statement and to the inclusion and incorporation by reference of the information derived from the Technical Report related to me in the Registration Statement. This consent extends to any amendments to the Registration Statement, including any post-effective amendments.

Yours truly,

Signed “David Ross”
_______________
David Ross, P. Geo.

CONSENT OF EXPERT

July 6, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	Auryn Resources Inc. (the "Company")
	Registration Statement on Form 40-F (the "Registration Statement")

I, Robert W.J. Macdonald, P.Geo, hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report (the " Technical Report "):

Technical Report on the Homestake Ridge Project, Kitsault, British Columbia, effective June 7, 2013 and re-addressed on November 15, 2016;

Yours truly,

Signed “Robert W.J. Macdonald”
___________________________
Robert W.J. Macdonald, P.Geo

CONSENT OF EXPERT

July 6, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	Auryn Resources Inc. (the "Company")
	Registration Statement on Form 40-F (the "Registration Statement")

I, David W. Rennie, P.Eng, hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical reports (the " Technical Reports "):

Technical Report on the Homestake Ridge Project, Kitsault, British Columbia, effective June 7, 2013 and re-addressed on November 15, 2016; and
NI 43-101 Technical Report on the Three Bluffs Project, Nunavut Territory, Canada, dated August 20, 2015;

and to references to the Technical Reports, or portions thereof, in the Registration Statement and to the inclusion and incorporation by reference of the information derived from the Technical Reports related to me in the Registration Statement. This consent extends to any amendments to the Registration Statement, including any post-effective amendments.

Yours truly,

Signed “David W. Rennie”
_____________________
David W. Rennie, P.Eng.

CONSENT OF EXPERT

July 6 , 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	Auryn Resources Inc. (the "Company")
	Registration Statement on Form 40-F (the "Registration Statement")

I, Barry McDonough, P.Geo, hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report (the " Technical Report "):

NI 43-101 Technical Report on the Three Bluffs Project, Nunavut Territory, Canada, dated August 20, 2015;

Yours truly,

(Signed) “Barry McDonough”
___________________________
Barry McDonough, P.Geo.
Formerly Senior Geologist
Roscoe Postle Associates Inc.