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

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2017

 

Commission File No. 001-38145

 

AURYN RESOURCES INC.
(Translation of registrant's name into English)

 

Suite 600, 1199 West Hastings Street
Vancouver, British Columbia, V6E 3T5 Canada
(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F   [ ] Form 40-F  [X]

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  [ ]

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)  [ ]

 

 

 

SUBMITTED HEREWITH

 

Exhibits

 

99.1 Condensed interim consolidated financial statements for the three and nine months ended September 30, 2017 and 2016

 

99.2 Management’s Discussion & Analysis for the nine months ended September 30, 2017 and 2016

 

99.3 CEO certification of interim filings

 

99.4 CFO certification of interim filings

 

 

 

 

 

 

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

AURYN RESOURCES INC.

 

Date: November 9, 2017

 

/s/ Peter Rees
________________________________
Peter Rees
Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

For the Three and Nine Months Ended September 30, 2017 and 2016

 

Unaudited

_______________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Auryn Resources Inc.

Condensed Interim Consolidated Statements of Financial Position

 

Unaudited - (Expressed in thousands of Canadian dollars)

 

    As at September 30,
2017
    As at December 31,
2016
 
Assets                
Current assets:                
Cash (note 4)   $ 15,357     $ 2,457  
Marketable securities     332       625  
Amounts receivable     797       235  
Deferred acquisition costs           160  
Prepaid expenses and deposits (note 5)     1,173       319  
      17,659       3,796  
Non-current assets:                
Restricted cash (note 4)     115       115  
Mineral property interests (note 6)     92,136       58,815  
Equipment     1,741       1,786  
      93,992       60,716  
Total assets   $ 111,651     $ 64,512  
                 
Liabilities and Equity                
Liabilities                
Current liabilities:                
Accounts payable and accrued liabilities (note 7)   $ 9,260     $ 818  
Flow-through share premium liability (note 8)     499        
      9,759       818  
Non-current liabilities:                
Provision for site reclamation and closure     1,712       1,747  
Total liabilities   $ 11,471     $ 2,565  
                 
Equity:                
Share capital   $ 105,478     $ 67,553  
Share option and warrant reserve     6,057       6,108  
Accumulated other comprehensive income     (255 )     29  
Deficit     (11,100 )     (11,743 )
Total equity   $ 100,180     $ 61,947  
Total liabilities and equity   $ 111,651     $ 64,512  

 

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.

 

    1 of 21

 

Auryn Resources Inc.

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

 

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

 

    Three months ended September 30,     Nine months ended September 30,  
    2017     2016     2017     2016  
                         
Administration expenses:                                
Consulting fees, directors' fees, wages and benefits   $ 419     $ 413     $ 1,812     $ 1,313  
Legal and professional fees     56       52       184       118  
Office, rent and administration     197       135       568       482  
Regulatory, transfer agent and shareholder information     42       22       171       67  
Share-based compensation (note 10(a))     185       635       956       1,616  
Travel, marketing and investor relations     300       227       1,079       649  
      1,199       1,484       4,770       4,245  
                                 
Other expenses (income):                                
Project investigation costs     14       62       94       110  
Accretion of provision for site reclamation and closure     9       6       29       19  
Interest and other income     (67 )     (24 )     (207 )     (55 )
Amortization of flow-through share premium (note 8)     (3,144 )     (1,652 )     (5,652 )     (2,319 )
Loss (gain) on marketable securities     119       (15 )     292       (15 )
Foreign exchange loss (gain)     29       (5 )     31       7  
      (3,040 )     (1,628 )     (5,413 )     (2,253 )
Income (loss) for the period   $ 1,841     $ 144     $ 643     $ (1,992 )
Other comprehensive income (loss), net of tax                                
Items that may be reclassified subsequently to profit or loss:                                
Unrealized currency loss on translation of foreign operations     (166 )     (4 )     (284 )   $ (3 )
Other comprehensive loss for the period     (166 )     (4 )     (284 )     (3 )
Total comprehensive income (loss) for the period   $ 1,675     $ 140     $ 359     $ (1,995 )
Basic earnings (loss) per share (note 14)   $ 0.02     $ 0.00     $ 0.01     $ (0.04 )
Basic weighted average number of shares outstanding (note 14)     77,189,991       61,517,439       76,034,373       55,143,172  
Diluted earnings (loss) per share (note 14)   $ 0.02     $ 0.00     $ 0.01     $ (0.04 )
Diluted weighted average number of shares outstanding (note 14)     79,765,418       65,584,284       78,935,097       55,143,172  

 

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

 

    2 of 21

 

Auryn Resources Inc.

Condensed Interim Consolidated Statements of Changes in Equity

 

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

      Number of
common shares
      Share capital       Share option and
warrant reserve
    Accumulated other
comprehensive
income (loss)
      Deficit       Total  
                         
Balance at December 31, 2015     48,828,729     $ 32,547     $ 4,358     $     $ (7,488 )   $ 29,417  
                                                 
Comprehensive loss for the period                       (3 )     (1,992 )     (1,995 )
Shares issued pursuant to bought deal financing, net of share issue costs (note 9 (b) i))     9,018,414       10,905       427                   11,332  
Shares issued in connection with the acquisition of Homestake Resources Corp. (note 3)     4,290,727       13,988       799                   14,787  
Shares issued in settlement of debt (note 9 (b) v )     437,675       1,007                         1,007  
Stock options exercised (note 9 (b) vii)     423,397       527       (243 )                 284  
Warrants exercised (note 9 (b) viii)     3,465,872       7,804       (2,085 )                 5,719  
Share-based compensation (note 10(a))                 2,434                   2,434  
Balance at September 30, 2016     66,464,814     $ 66,778     $ 5,690     $ (3 )   $ (9,479 )   $ 62,985  
                                                 
Balance at December 31, 2016     66,796,817     $ 67,553     $ 6,108     $ 29     $ (11,743 )   $ 61,947  
                                                 
Comprehensive income (loss) for the period                       (284 )     643       359  
Shares issued pursuant to bought deal financing, net of share issue costs and flow-through liability (note 9 (b) i))     9,542,402       32,760                         32,760  
Stock options exercised (note 9 (b) ii)     183,000       521       (202 )                 319  
Warrants exercised (note 9 (b) iii)     1,954,011       4,644       (1,523 )                 3,121  
Share-based compensation (note 10 (a))                 1,674                   1,674  
Balance at September 30, 2017     78,476,230     $ 105,478     $ 6,057     $ (255 )   $ (11,100 )   $ 100,180  

 

 

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

 

 

 

 

  3 of 21
 

Auryn Resources Inc.

Condensed Interim Consolidated Statements of Cash Flows

 

Unaudited - (Expressed in thousands of Canadian dollars)

      Three months ended September 30,       Nine months ended September 30,  
      2017       2016       2017       2016  
Cash (used in) provided by:                                
Operating activities:                                
Income (loss) for the period   $ 1,841     $ 144     $ 643     $ (1,992 )
Items not involving cash:                                
Interest income     (65 )     (24 )     (207 )     (54 )
Accretion of provision for site reclamation and closure     9       6       29       18  
Loss on marketable securities     119       (15 )     292       (15 )
Amortization of flow-through share premium (note 8)     (3,144 )     (1,652 )     (5,652 )     (2,319 )
Unrealized foreign exchange loss     103       (16 )     139       (1 )
Share-based compensation (note 10(a))     187       635       972       1,616  
Changes in non-cash working capital:                                
Amounts receivable     (239 )     (281 )     (563 )     (193 )
Prepaid expenses and deposits     (195 )     46       (383 )     (104 )
Accounts payable and accrued liabilities     56       (212 )     38       (262 )
Cash used in operating activities     (1,328 )     (1,369 )     (4,692 )     (3,306 )
                                 
Investing activities:                                
Interest received     67       24       208       54  
Purchase of equipment     (2 )     (67 )     (142 )     (159 )
Exploration and evaluation expenditures     (12,666 )     (8,275 )     (24,714 )     (12,551 )
Loan to Homestake (note 3)                       (150 )
Acquisition of Homestake Resources Corp., net of cash acquired (note 3)           (173 )           (315 )
Cash used in investing activities     (12,601 )     (8,491 )     (24,648 )     (13,121 )
                                 
Financing activities:                                
Proceeds from issuance of common shares, net of cash share issuance costs (note 9 (b))           (8 )     38,911       13,651  
Proceeds from stock option and warrant exercises (note 9 (b))     2,578       5,328       3,440       6,003  
Increase in restricted cash                       (15 )
Cash provided by financing activities     2,578       5,320       42,351       19,639  
                                 
Effect of foreign exchange rate changes on cash     (67 )     3       (111 )      
                                 
Increase (decrease) in cash     (11,418 )     (4,537 )     12,900       3,212  
Cash, beginning of the period     26,775       11,350       2,457       3,601  
Cash, end of the period   $ 15,357     $ 6,813     $ 15,357     $ 6,813  

 

Supplemental cash flow information (note 12)

 

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

 

  4 of 21
Auryn Resources Inc.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in thousands of Canadian dollars, unless otherwise stated)
Three and nine months ended September 30, 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 trades on the Toronto Stock Exchange under the symbol AUG.TO, and effective July 17, 2017 the Company’s common shares commenced trading on the NYSE-American under the symbol AUG. The Company’s principal business activity is the acquisition, exploration and development of resource properties in Canada and Peru.

 

The Company, through its wholly owned subsidiaries, owns the mineral concessions comprising the Committee Bay and Gibson MacQuoid mineral properties both located in Nunavut (note 6(a)), as well as the Homestake Ridge Project in northwestern British Columbia (note 6 (b)). 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 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.

 

These condensed interim consolidated financial statements were authorized for issue and approved by the Board of Directors of the Company on November 9, 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 thousands of 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 21
Auryn Resources Inc.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in thousands of Canadian dollars, unless otherwise stated)
Three and nine months ended September 30, 2017 and 2016

 

2. Basis of presentation (continued)

 

(b) Basis of preparation and consolidation (continued)

 

Subsidiary   Place of
incorporation
  Functional
Currency
     Beneficial Interest  
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 %
Sombrero Minerales, S.A.C. (“Sombrero”)   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 September 30, 2017 and 2016.

 

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 $13.3 million. 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 $1.0 million, were included in the calculation of the purchase price. Transaction costs included the fair value of $0.7 million ($3.26 per common share) related to 222,603 common shares issued as finders’ fees as well as $0.3 million 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.

 

  6 of 21
Auryn Resources Inc.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in thousands of Canadian dollars, unless otherwise stated)
Three and nine months ended September 30, 2017 and 2016

 

3.       Acquisition of Homestake Resources (continued)

 

 

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  
Fair value of investment in shares of Homestake     285  
Fair value of stock options issued on acquisition     107  
Fair value of warrants issued on acquisition     692  
Transaction costs associated with the acquisition     1,044  
Total purchase price to allocate   $ 15,390  
         
         
Cost of assets acquired and liabilities assumed:        
Cash and cash equivalents   $ 1  
Amounts receivable and prepaid expenses     37  
Marketable securities     771  
Reclamation bond     55  
Mineral properties     16,060  
Accounts payable and accrued liabilities     (1,534 )
    $ 15,390  

 

The fair value of the 97,786 replacement stock options and 286,167 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  

 

  7 of 21
Auryn Resources Inc.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in thousands of Canadian dollars, unless otherwise stated)
Three and nine months ended September 30, 2017 and 2016

 

4.        Cash and restricted cash

 

      September 30, 2017       December 31, 2016  
                 
Components of cash and restricted cash:                
Cash   $ 15,357     $ 2,457  
Restricted cash     115       115  
    $ 15,472     $ 2,572  

 

Restricted cash balance includes an amount of $86 (December 31, 2016 - $86) in connection with an irrevocable standby letter of credit in favor of Kitikmeot Inuit Association in connection with the Company’s Committee Bay project.

 

5.        Prepaid expenses and deposits

 

      September 30, 2017       December 31, 2016  
                 
Prepaid services related to mineral property interests   $ 595     $ 7  
Other prepaid expenses and deposits     578       312  
    $ 1,173     $ 319  

 

 

6.       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 $2.0 million for each one-third (0.5%) of the NSR.

 

Gibson MacQuoid

 

During the nine months ended September 30, 2017, the Company acquired prospecting permits along the Gibson 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 subject to various royalty interests held by third parties The project covers approximately 7,500 hectares and is located in the Kitsault Mineral district in north western British Columbia. The project is being explored as a potential high-grade underground mining operation.

 

  8 of 21
Auryn Resources Inc.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in thousands of Canadian dollars, unless otherwise stated)
Three and nine months ended September 30, 2017 and 2016

 

6.       Mineral property interests (continued)

 

(c) Peruvian exploration projects

 

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
(in ‘000 US$)
      Work Expenditures
(in ‘000 US$)
 
Effective Date (May 11, 2016)     250       -  
May 11, 2018     500       2,000  
May 11, 2019     -       3,000  
May 11, 2020     250       -  
May 11, 2021     250       2,000  
May 11, 2022     7,500       -  
Total     8,750       7,000  

 

During the nine months ended September 30, 2017 the Company acquired the rights to certain mineral claims adjacent to the Huilacollo property known as Andamarca claims and Tacora claims. Under the terms of the acquisition agreements, the Company paid US$ 0.65 million on transferring the concessions in favor of Corisur. The Andamarca and Tacora concessions are subject to partially buyable NSRs of the range of 1.5% and 0.5% respectively.

 

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 $2.1 million in work expenditures within a five-year period and make cash payments totalling US$ 0.2 million. 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$ 5.0 million.

 

  9 of 21
Auryn Resources Inc.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in thousands of Canadian dollars, unless otherwise stated)
Three and nine months ended September 30, 2017 and 2016

 

6.       Mineral property interests (continued)

 

(c) Peruvian exploration projects (continued)

 

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$ 6.0 million), through a combination of work expenditures and cash payments as detailed in the table below.

 

Due Dates     Property Payments
(in ‘000 US$)
      Work Expenditures
(in ‘000 US$)
 
Effective Date (September 22, 2016 - paid)     100       -  
September 22, 2017 (paid)     50       -  
December 15, 2017 (amended)     50       -  
September 22, 2018     100       200  
September 22, 2019     200       250  
September 22, 2020     150       1,000  
September 22, 2021     2,500       2,000  
Total     3,150       3,450  

 

Reflected in the above schedule is a 12-month extension for the work expenditures program under the Baños Option which was granted effective September 21, 2017.

 

50 km border zone

 

The Company holds its interests in the Baños del Indio and Huilacollo through Corisur. 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.

 

  10 of 21
Auryn Resources Inc.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in thousands of Canadian dollars, unless otherwise stated)
Three and nine months ended September 30, 2017 and 2016

 

6.       Mineral property interests (continued)

 

(d) Costs capitalized as mineral property interests:

 

      Committee Bay &
Gibson MacQuoid
      Homestake
Ridge
      Peru       Total  
Balance as at December 31, 2015   $ 24,354     $ -     $ 749     $ 25,103  
Acquisition costs                                
Additions:                                
Acquisition of Homestake     -       16,060       -       16,060  
Other acquisition costs     39       60       1,145       1,244  
Exploration and evaluation costs                                
Additions:                                
Drilling and sampling     2,661       -       43       2,704  
Environmental & community     253       -       77       330  
Geophysics and targeting     667       -       15       682  
Logistics     4,526       18       83       4,627  
Project support costs     2,763       16       308       3,087  
Wages and consultants     2,796       22       536       3,354  
Change in site reclamation asset     621       -       -       621  
Share-based compensation     786       25       160       971  
Total additions for the year     15,112       16,201       2,367       33,680  
Currency translation adjustment     -       -       32       32  
Balance as at December 31, 2016     39,466       16,201       3,148       58,815  
Acquisition costs                                
Additions:                                
Acquisition costs     160       -       1,583       1,743  
Exploration and evaluation costs                                
Additions:                                
Drilling and sampling     6,170       1,991       100       8,261  
Environmental & community     276       88       749       1,113  
Geophysics and targeting     349       98       75       522  
Logistics     9,173       1,378       181       10,732  
Project support costs     2,850       730       788       4,368  
Wages and consultants     3,709       1,353       1,170       6,232  
Change in site reclamation asset     (64 )     -       -       (64 )
Share-based compensation     325       143       234       702  
Total additions for the period     22,948       5,781       4,880       33,609  
Refundable tax credits     -       (24 )     -       (24 )
Currency translation adjustment     -       -       (264 )     (264 )
Balance as at September 30, 2017   $ 62,414     $ 21,958     $ 7,764     $ 92,136  

 

  11 of 21
Auryn Resources Inc.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in thousands of Canadian dollars, unless otherwise stated)
Three and nine months ended September 30, 2017 and 2016

 

6.       Mineral property interests (continued)

 

(d) Costs capitalized as mineral property interests:

 

Project support costs at Committee Bay & Gibson MacQuoid include fuel cost of $1.8 million of which $1.6 million were spent on fuel for future drill campaigns (December 31, 2016: $1.6 million and $1.6 million respectively).

 

Logistics costs incurred in relation to the exploration programs at Committee Bay & Gibson MacQuoid include the following:

 

Logistics cost - Committee Bay & Gibson MacQuoid     Nine months ended       Year ended  
      September 30, 2017       December 31, 2016  
                 
Aircraft   $ 7,441     $ 3,411  
Expediting and mobilization     635     $ 538  
Site travel     1,097       578  
    $ 9,173     $ 4,526  

 

7.        Accounts payable and accrued liabilities

 

      September 30, 2017       December 31, 2016  
                 
Accounts payable and accrued liabilities related to mineral property interests   $ 8,933     $ 532  
Other accounts payable and accrued liabilities     327       286  
    $ 9,260     $ 818  

 

8.       Flow-through share premium liability

 

On January 24, 2017, the Company completed a brokered equity offering for gross proceeds of approximately $41.2 million 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. 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 Company recognized a flow-through share premium liability of $6.2 million related to the 4,590,818 flow-through shares issued, which represents the Company’s obligation to spend $23.0 million on eligible expenditures by the end of December 31, 2017. As of September 30, 2017, $21.1 million of eligible expenditures was incurred, of which $15.5 million on Committee bay project and $5.6 million on Homestake Ridge project, and the liability has been amortized accordingly as shown below:

 

Balance, December 31, 2016   $ -  
Flow-through share premium liability at issuance     6,151  
Amortization of flow-through share premium     (5,652 )
Balance, September 30, 2017   $ 499  

 

  12 of 21
Auryn Resources Inc.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in thousands of Canadian dollars, unless otherwise stated)
Three and nine months ended September 30, 2017 and 2016

 

9.       Share capital

 

(a) Authorized

 

Unlimited common shares without par value.

 

(b)       Share issuances

 

Nine months ended September 30, 2017:

 

i. On January 24, 2017, the Company closed a brokered equity offering for gross proceeds of $41.2 million (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 $2.2 million, which included $2.0 million in commissions, and $0.2 million in other issuance costs. The gross proceeds from the Offering were also offset by $6.1 million, an amount related to the flow-through share premium liability, which was partially amortized at September 30, 2017 as flow through funds are being spent on Canadian exploration and evaluation expenditures (note 6 and note 8). A reconciliation of the impact of the Offering on share capital is as follows:

 

      Number of
common shares
      Impact on
share capital
 
Common shares issued at $3.67 per share     4,951,584     $ 18,172  
Flow-through shares issued at $5.01 per share     4,590,818       23,000  
Cash share issue costs     -       (2,261 )
Proceeds net of share issue costs     9,542,402       38,911  
Flow-through share premium liability     -       (6,151 )
      9,542,402     $ 32,760  

 

ii. During the nine months ended September 30, 2017, 183,000 shares were issued as a result of stock options being exercised with a weighted average exercise price of approximately $1.74 for gross proceeds of $0.3 million. Attributed to these stock options, fair value of $0.2 million was transferred from the equity reserves and recorded against share capital.

 

iii. During the nine months ended September 30, 2017, 1,954,011 shares were issued as a result of share purchase warrants being exercised with a weighted average exercise price of approximately $1.60 for gross proceeds of $3.1 million. Attributed to these share purchase warrants, fair value of $1.5 million was transferred from the equity reserves and recorded against share capital.

 

Nine months ended September 30, 2016:

 

iv. On September 7, 2016, pursuant to the Homestake Arrangement, the Company issued 4,068,124 common shares with a fair value of $13.3 million, $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 $0.7 million, $3.26 per common share, were issued as finders’ fees in relation to the transaction.

 

v. 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 $1.0 million.

 

  13 of 21
Auryn Resources Inc.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in thousands of Canadian dollars, unless otherwise stated)
Three and nine months ended September 30, 2017 and 2016

 

9.       Share capital (continued)

 

(b)       Share issuances (continued)

 

vi. On May 4, 2016, the Company closed a bought deal financing for gross proceeds of $14.9 million (the “2016 Offering”). Under the terms of the 2016 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 2016 Offering totaled $1.7 million, which included $0.9 million in commissions, the fair value of $0.4 million related to 541,104 share purchase warrants issued to the underwriters and $0.4 million in other issuance costs. The gross proceeds from the 2016 Offering were also offset by $2.3 million which relates to the flow-through share premium liability, fully amortized at December 31, 2016. A reconciliation of the impact of the 2016 Offering on the common shares is as follows:

 

      Number of
common shares
      Impact on
share capital
 
Common shares issued at $1.40 per share     4,285,714     $ 6,000  
Flow-through shares issued at $1.89 per share     4,732,700       8,945  
Cash share issue costs             (1,294 )
Fair value of warrants issued (note 8(b))             (427 )
Flow-through share premium liability             (2,319 )
      9,018,414     $ 10,905  

 

vii. During the nine months ended September 30, 2016, 423,397 shares were issued as a result of stock options being exercised with a weighted average exercise price of approximately $0.67 for gross proceeds of $0.3 million. Attributed to these stock options, fair value of $0.2 million was transferred from the equity reserves and recorded against share capital.

 

viii. During the nine months ended September 30, 2016, 3,465,872 shares were issued as a result of share purchase warrants being exercised with a weighted average exercise price of approximately $1.65 for gross proceeds of $5.7 million. Attributed to these share purchase warrants, fair value of $2.1 million was transferred from the equity reserves and recorded against share capital.

 

10.       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.

 

  14 of 21
Auryn Resources Inc.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in thousands of Canadian dollars, unless otherwise stated)
Three and nine months ended September 30, 2017 and 2016

 

10.       Share option and warrant reserve (continued)

 

(a) Share-based payments (continued)

 

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

 

      Number of
stock options
      Weighted average
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     530,000       3.19  
Exercised     (183,000 )     1.75  
Forfeited     (20,000 )     2.63  
Outstanding, September 30, 2017     5,080,000     $ 1.91  

 

As at September 30, 2017, the number of stock options outstanding and exercisable was:

 

    Outstanding   Exercisable
Expiry date     Number of
options
      Exercise
price
      Remaining
contractual
life (years)
      Number of
options
      Exercise
price
      Remaining
contractual
life (years)
 
Feb 17, 2019     1,130,000     $ 0.51       1.38       1,130,000     $ 0.51       1.38  
Aug 17, 2020     1,170,000       1.30       2.88       1,170,000       1.30       2.88  
Jun  21, 2021     2,250,000       2.63       3.72       1,965,625       2.63       3.72  
Jan 10, 2022     440,000       3.22       4.28       220,000       3.22       4.28  
May 5, 2022     90,000       3.04       4.60       33,750       3.04       4.60  
      5,080,000     $ 1.91       3.07       4,519,375     $ 1.79       2.95  

 

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, 2017 and 2016 the company recognized share-based compensation expense as follows:

 

Share-based compensation     Three months ended
September 30,
      Nine months ended
September 30,
 
      2017       2016       2017       2016  
                                 
Recognized in net income (loss):                                
Included in administrative costs   $ 185     $ 635     $ 956     $ 1,616  
Included in project investigation costs     2       -       16       -  
                                 
Capitalized to mineral interest:                                
Committee Bay & Gibson MacQuoid     52       340       325       818  
Homestake Ridge     29       -       143       -  
Peru     39       -       234       -  
    $ 307     $ 975     $ 1,674     $ 2,434  

 

  15 of 21
Auryn Resources Inc.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in thousands of Canadian dollars, unless otherwise stated)
Three and nine months ended September 30, 2017 and 2016

 

10.       Share option and warrant reserve (continued)

 

(a) Share-based payments (continued)

 

During the three and nine months ended September 30, 2017, the Company granted nil and 530,000 respectively 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 $2.01 respectively using the Black-Scholes option valuation model at the grant date.

 

During the three and nine months ended September 30, 2016, the Company granted 2,355,000 share-based options for both periods with the weighted average fair value per option of $1.52 calculated using the Black-Scholes option valuation model at the grant date.

 

The fair value of the share-based options granted during the nine months ended September 30, 2017 and 2016, excluding the 97,786 replacement options issued to former option holders of Homestake in 2016 (note 3), were estimated using the Black-Scholes option valuation model with the following assumptions on a weighted average basis:

 

      Nine months ended September 30,  
      2017       2016  
Risk-free interest rate     0.94%       0.66  
Expected dividend yield     nil       nil  
Stock price volatility     77%       81  
Expected life in years     4.34       4.00  

 

There were no share options grants during the three months ended September 30, 2017 and 2016.

 

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.

 

(b) Share purchase warrants

 

As at September 30, 2017, the share purchase warrants outstanding were as follows:

 

Expiry date     Number of warrants       Exercise price  
May 4, 2018     27,716     $ 1.40  

 

  16 of 21
Auryn Resources Inc.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in thousands of Canadian dollars, unless otherwise stated)
Three and nine months ended September 30, 2017 and 2016

 

11.       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
September 30,
      Nine months ended
September 30,
 
      2017       2016       2017       2016  
Universal Mineral Services Ltd. 1                                
Included in the statement of operations:                                
Consulting fees, directors' fees, wages and benefits   $ 128     $ 78     $ 422     $ 226  
Office, rent and administration     104       96       326       299  
Regulatory, transfer agent and shareholder information     15       2       18       8  
Travel, marketing and investor relations     3       -       6       9  
Project investigation costs     -       -       10       -  
Capitalized to mineral property interests:                                
Committee Bay     142       4       441       11  
Homestake     108       -       304       -  
Peru     22       -       77       -  
Total transactions for the period   $ 522     $ 180     $ 1,604     $ 553  
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 September 30, 2017 to UMS was $172 (December 31, 2016 – $133). In addition, the Company had $150 on deposit with UMS as at September 30, 2017 (December 31, 2016 - $31).

 

(b) Compensation of key management personnel

 

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

 

      Three months ended
September 30,
      Nine months ended
September 30,
 
      2017       2016       2017       2016  
Short-term benefits   $ 284     $ 235     $ 1,262     $ 680  
Share-based payments     110       412       652       1,071  
    $ 394     $ 647     $ 1,914     $ 1,751  

 

  17 of 21
Auryn Resources Inc.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in thousands of Canadian dollars, unless otherwise stated)
Three and nine months ended September 30, 2017 and 2016

 

12. Supplemental cash flow information

 

      Three months ended
September 30,
      Nine months ended
September 30,
 
      2017       2016       2017       2016  
Net working capital change included in mineral property interests   $ 8,436     $ 599     $ 7,935     $ 1,585  
Common shares issued in connection with debt settlement (note 9 (b))     -       1,007       -       1,007  
Deferred acquisition costs capitalized in mineral properties (note 6)     -       -       160       -  
Depreciation capitalized in mineral property interests     71       53       188       155  
Share-based compensation included in mineral property interests     120       340       702       819  

 

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:

 

September 30, 2017     Canada       Peru       Total  
                         
Restricted cash   $ 115     $ -     $ 115  
Equipment, net     1,615       126       1,741  
Mineral property interests     84,372       7,764       92,136  
    $ 86,102     $ 7,890     $ 93,992  

 

 

December 31, 2016     Canada       Peru       Total  
                         
Restricted cash   $ 115     $ -     $ 115  
Equipment, net     1,758       28       1,786  
Mineral property interests     55,667       3,148       58,815  
    $ 57,540     $ 3,176     $ 60,716  

 

  18 of 21
Auryn Resources Inc.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in thousands of Canadian dollars, unless otherwise stated)
Three and nine months ended September 30, 2017 and 2016

 

14. Earnings (loss) per share

 

      Three months ended
September 30,
      Nine months ended
September 30,
 
      2017       2016       2017       2016  
Net income (loss)   $ 1,841     $ 144     $ 643     $ (1,992 )
Weighted average number of common shares outstanding     77,189,991       61,517,439       76,034,373       55,143,172  
Dilutive impact on securities:                                
Share options     2,015,424       2,357,985       2,100,657       -  
Share purchase warrants     560,002       1,708,860       800,068       -  
Diluted weighted average number of common shares outstanding     79,765,418       65,584,284       78,935,097       55,143,172  
Basic earnings (loss) per share   $ 0.02     $ 0.00     $ 0.01     $ (0.04 )
Diluted earnings (loss) per share   $ 0.02     $ 0.00     $ 0.01     $ (0.04 )

 

All of the outstanding share-purchase options and share purchase warrants at September 30, 2017 were anti-dilutive for the nine-month period ended September 30, 2017 as the Company was in a loss position.

 

15.       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 September 30, 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 and nine months ended September 30, 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.

 

  19 of 21
Auryn Resources Inc.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in thousands of Canadian dollars, unless otherwise stated)
Three and nine months ended September 30, 2017 and 2016

 

15.       Financial instruments (continued)

 

 

(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.

 

(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 10% increase or decrease in the share prices of marketable securities would not result in a material increase or decrease in the Company’s net income for the nine months ended September 30, 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 September 30, 2017 and December 31, 2016 the Company’s foreign currency exposure related to its financial asset and financial liabilities held in US dollars:

 

      September 30, 2017       December 31, 2016  
                 
Financial assets denominated in foreign currencies   $ 2,314     $ 36  
Financial liabilities denominated in foreign currencies     (28 )     (13 )
Net exposure   $ 2,286     $ 23  

 

A 10% increase or decrease in the foreign currency exchange rate between the US dollar and Canadian dollar would not result in a material change in the company’s net income for the nine months ended September 30, 2017.

 

  20 of 21
Auryn Resources Inc.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in thousands of Canadian dollars, unless otherwise stated)
Three and nine months ended September 30, 2017 and 2016

 

15.       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. A 10% change in the annualized interest rate would not result in a material change in the Company’s net income for the three and nine months ended September 30, 2017.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21 of 21

 

 

Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

 

(An exploration stage company)

 

 

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF AURYN RESOURCES INC.

 

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

 

 

Dated: November 9, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

CONTENTS

 

HIGHLIGHTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND THE PERIOD UP TO NOVEMBER 9, 2017 3
1. Date and forward-looking statements 4
2. Description of business 5
  2.1 Committee Bay and Gibson MacQuoid projects 5
  2.2 Homestake Ridge project 9
  2.3 Peruvian exploration projects 10
    Sombrero gold-copper project 10
    Huilacollo gold project 10
    Baños del Indio 11
    Curibaya 11
  2.4 Overall program analysis and economics 12
  2.5 Qualified persons and technical disclosures 12
3.   Selected annual information 14
4.   Discussion of operations 14
5.   Summary of quarterly results 16
6.   Financial position and liquidity and capital resources 16
7.   Off-balance sheet arrangements 19
8.   Transactions with related parties 19
10.   Proposed transactions 20
11.   Critical accounting estimates 20
12.   Changes in accounting policies including initial adoption 21
13   Financial instruments and other instruments 21
14.   Other requirements 21
    Capital structure 21
    Disclosure controls and procedures 22

 

2 of 23 

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

HIGHLIGHTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND THE PERIOD UP TO NOVEMBER 9, 2017

 

Corporate highlights

 

· On August 3rd, 2017, the Company announced that it has acquired the rights, through two separate transactions, to the Tacora and Andamarca properties that are contiguous to the Huilacollo gold epithermal project in the Tacna province of Southern Peru.

 

· On July 17 th , 2017, the Company’s common shares commenced trading on the NYSE-American under the US symbol AUG.

 

· In February 2017, the Company acquired 19 prospecting permits along the Gibson 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

 

· On August 24 th , September 14 th and October 19 th , the Company released results from its 30,000-meter Committee Bay drill program. Highlights for this program included 9.15 meters of 3.48 g/t Au at the West Plains target, 12.2 meters of 4.7 g/t Au from the Aiviq discovery and 25 meters of 1.15 g/t Au at the Inuk target.

 

· On August 1, 2017, the Company commenced its 2017 exploration program at the Gibson MacQuoid project located in Nunavut. During the course of the program, the Company conducted a belt-wide geochemical survey in order to identify centers of gold mineralization beneath the till cover. As at the date of this MD&A, the survey has been completed with all results from this program pending.

 

· On July 17, 2017, the Company initiated a 15,000-meter core drill program at the Homestake Ridge project located in British Columbia, Canada. As at the date of this MD&A, a total of 14,800 meters were drilled with all results from the program pending.

 

· In February 2017, the Company released results from its initial geochemical program at the Sombrero skarn-porphyry 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>

 

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AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted)

 

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 September 30, 2017 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 and related notes thereto as at and for the three and nine months ended September 30, 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 November 9, 2017.

 

1.1       Forward-looking statements and risk factors

 

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.

 

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AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

1.1       Forward-looking statements and risk factors (continued)

 

The operations of the Company are speculative due to the high-risk nature of its business which is the exploration of mining properties. For a comprehensive list of the risks and uncertainties facing the Company, please see “Risk Factors” in the Company’s most recent annual information form. These are not the only risks and uncertainties that Auryn faces. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair its business operations. These risk factors could materially affect the Company's future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. Readers should refer to the risks discussed in the Company’s Annual Information Form and MD&A for the year ended December 31, 2016 and subsequent continuous disclosure filings with the Canadian Securities Administrators available at www.sedar.com and the Company’s registration statement on Form 40-F filed with the United States Securities and Exchange Commission and available at www.sec.gov.

 

2.       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 northwestern 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. The Company is listed on the Toronto Stock Exchange under the symbol AUG and effective July 17, 2017, the Company’s common shares commenced trading on the NYSE American under the US 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.

 

2.1        Committee Bay and Gibson MacQuoid projects

 

 

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

 

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AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

2.1        Committee Bay and Gibson MacQuoid projects (continued)

 

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

 

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 $2.0 million 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 May 31, 2017 filed under Auryn’s profile at www.sedar.com).

 

Class       Cut off grade 
(g/t Au)
  Tonnes 
(t)
  Gold grade 
(g/t Au)
  Contained Au 
(oz)
May 31, 2017 Resource
  Indicated     Near Surface
Underground
  3.0
4.0
    1,760,000
310,000
          7.72
8.57
   

437,000

86,000

                  2,070,000           7.85     524,000
  Inferred     Near Surface
Underground
  3.0
4.0
    590,000
2,340,000
          7.56
7.65
   

144,000

576,000

                  2,930,000           7.64     720,000

 

Table 1: Three Bluffs indicated and inferred resource. S ee section 1.2.6 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.

 

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AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

2.1       Committee Bay and Gibson MacQuoid projects (continued)

 

2017 Exploration program at Committee Bay

 

As of the date of this M&DA, the Company has successfully completed its 30,000 meter Rotary Air Blast (“RAB”) drill program across the length of the Committee Bay greenstone belt. This drilling was ultimately spread across 18 different target areas and was designed to be discovery based first pass drilling. 69% of the results from this program so far have been released through three different press releases dated, August 24 th , September 14 th and October 19 th , 2017 as summarized below (31% of the results remaining):

 

Aiviq Discovery

 

The Company intercepted 12.2 meters of 4.7 g/t Au (including 3.05 meters of 18.09/t Au) at the newly discovered Aiviq target located 12 km from its high-grade Three Bluffs deposit. The mineralization encountered at Aiviq is situated along a regional shear zone that is defined by a 7 kilometer long gold-in-till anomaly. This shear zone was tested by a single drill fence during the 2017 summer drill program leaving the prospect wide open to expansion. The other holes drilled at this prospect did not target or intersect this shear zone. Importantly, the high-grade mineralization intersected in drill hole 17RGR003 is situated within a 100 meter wide zone of lower grade structures that demonstrate the overall strength and potential of the gold bearing system. Auryn believes that a follow up drill program along this shear zone is highly warranted given the similar nature of the till signatures and comparable high-grade gold values to those found at the Three Bluffs deposit.

 

 

Figure 2 – partial map of the Committee Bay project showing the Aiviq discovery in relation to Three Bluffs and the N-S structural corridor.

 

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AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

2.1       Committee Bay and Gibson MacQuoid projects (continued)

 

Expansion of Mineralization at West Plains

 

The Company intercepted 9.15 meters of 3.48 g/t Au and 1.53 meters of 7.48 g/t Au, ending in mineralization where the hole was lost, at the West Plains target. These holes, as well as others drilled, consistently hit mineralized banded iron formation extending the vertical depth to 140 meters. The Company is reviewing plans to conduct a follow up program that would continue to test this mineralization down plunge.

 

Extension of Mineralization at Inuk by 400 meters

 

At the Inuk target, the Company intercepted 25 meters of 1.15g/t Au (including 3.05 meters of 4.13g/t Au) 400 meters away from the historic intercept of 12.6 meters of 16.04 g/t Au within sulphidized banded iron formation. This hole extends the mineralized system considerably and demonstrates significant widths of mineralization under barren intrusive rocks that were not previously tested.

 

During the nine months ended September 30, 2017, a total of $21.1 million has been incurred on the Committee Bay project inclusive of the fuel and supplies purchased for potential 2018 exploration programs. Refer to section 1.2.5 for a detailed summary of expenditures on the project.

 

2018 Resupply and staging operations at Committee Bay

 

During the second quarter, the Company purchased 4,000 drums of diesel and jet fuel to be used in potential 2018 exploration programs. The cost of the fuel was approximately $1.6 million, inclusive of delivery to a storage facility in Baker Lake. The Company anticipates mobilizing a portion of this fuel to its Committee Bay project site in March of 2018 with the balance being reserved for programs at Gibson MacQuoid.

 

Gibson MacQuoid

 

In early 2017, the Company acquired several prospecting permits along the Gibson 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 $0.1 million 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.

 

During the nine months ended September 30, 2017, the Company conducted a belt wide geochemical survey at Gibson MacQuoid costing approximately $1.4 million. The survey was completed in mid-October 2017 and was designed to identify centers of gold mineralization beneath the till cover. Results are expected later in Q4 2017.

 

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AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

2.2       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

 

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 Homestake Ridge technical report dated September 29, 2017 available at www.sedar.com).

 

Cut-off     Tonnage     Gold     Gold     Silver     Silver     Copper     Copper  
(g/t AuEq)     (Mt)     (g/t)     (oz)     (g/t)     (Moz)     (%)     (Mlb)  
Total Indicated  
  5.0       0.274       10.44       92,000       86.7       0.8       0.25       1.5  
  4.0       0.357       8.95       103,000       70.4       0.8       0.23       1.8  
  3.0       0.482       7.44       115,000       57.1       0.9       0.21       2.2  
  2.0       0.624       6.25       125,000       47.9       1.0       0.18       2.4  
  1.0       0.666       5.93       127,000       46.3       1.0       0.17       2.5  
Total Inferred
  5.0       2.283       7.91       581,000       164.5       12.1       0.15       7.7  
  4.0       3.170       6.64       676,000       138.3       14.1       0.13       9.2  
  3.0       4.522       5.38       783,000       117.1       17.0       0.11       11.3  
  2.0       7.245       4.00       932,000       90.9       21.2       0.11       16.9  
  1.0       8.169       3.67       964,000       85.7       22.5       0.10       18.2  

 

Table 2: Combined Main Homestake, Homestake Silver and South Reef Resources at incremental $NSR/T cut-offs, See section 1.2.6 for cautionary language concerning mineral resources.

 

2017 Core drilling program

 

On July 17, 2017, the Company commenced its 15,000-meter core drilling program at the Homestake Ridge project. The program is now completed with 14,800 metres drilled and the majority of core samples are at lab or en route to the lab. Results are expected throughout Q4 of 2017. The primary focus of the Homestake drill campaign is to expand upon known mineralized areas in and around the South Reef deposit as well as make new discovers along strike of and offsetting the Homestake Main and Homestake Silver Zones.

 

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AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

2.3       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$2.1 million in work expenditures within a five-year period and make cash payments totalling US$ 0.2 million.

 

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 $5.0 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.

 

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. 


 

Huilacollo Gold Project

 

The Huilacollo epithermal property is comprised of 3,600 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.

 

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.

 

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AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

2.3       Peruvian exploration projects (continued)

 

2017 Acquisitions

 

On August 3rd, 2017, the Company announced that it has acquired the rights, through two separate transactions, to the Tacora and Andamarca properties that are contiguous to the Huilacollo gold epithermal project in the Tacna province of Southern Peru.

 

Tacora and Andamarca concessions were acquired in two separate transactions with private Peruvian owners. Under the terms of the Tacora acquisition agreement, the Company will pay US$ 0.2 million on signing of the Public Deed transferring the concessions in favor of Corisur Peru SAC. The Tacora concessions are subject to a 0.5% NSR, 50% of which is buyable for US$ 0.5 million. Under the terms of the Andamarca acquisition agreement, the Company will pay US$ 0.45 million on signing of the Public Deed transferring the concession in favor of Corisur Peru SAC. The Andamarca concession is subject to 1.5%NSR, 50% of which is buyable for US$ 2.5 million.

 

2017 Initial Drill Program

 

On October 23 rd , 2017, the Company announced its plans for an initial drill program at Huilacollo. This program will include a minimum of 5,000 meters across the north of the Huilacollo project and will focus on the considerable expansion of the areas around the historic drilling at the top of Andamarca hill. A second phase of drilling will be planned for early in 2018 where continuous surface sampling, spectral analysis, and trenching is ongoing with results pending. Results from this surface program will define additional drill targets across the recently defined 1.8 kilometers of greater than 50 ppb gold in soil anomalies on the southern portion of the project and the newly acquired highly prospective Tacora concession.

 

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.

 

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. 

 

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 consists of 31,600 hectares of claims.

 

Please refer to the Company’s website www.aurynresources.com for more information about the Company’s projects.

 

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AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

2.4       Overall program analysis and economics

 

During the nine months ended September 30, 2017, the Company spent $33.6 million in exploration and acquisition expenditures on its mineral interests as detailed in the table below:

 

      Committee Bay & Gibson MacQuoid       Homestake Ridge       Peru       Total  
Balance as at December 31, 2016     39,466       16,201       3,148       58,815  
Acquisition costs                                
Additions:                                
Acquisition costs     160       -       1,583       1,743  
Exploration and evaluation costs                                
Additions:                                
Drilling and sampling     6,170       1,991       100       8,261  
Environmental & community     276       88       749       1,113  
Geophysics and targeting     349       98       75       522  
Logistics     9,173       1,378       181       10,732  
Project support costs     2,850       730       788       4,368  
Wages and consultants     3,709       1,353       1,170       6,232  
Change in site reclamation asset     (64 )     -       -       (64 )
Share-based compensation     325       143       234       702  
Total additions for the period     22,948       5,781       4,880       33,609  
Refundable tax credits     -       (24 )     -       (24 )
Currency translation adjustment     -       -       (264 )     (264 )
Balance as at September 30, 2017   $ 62,414     $ 21,958     $ 7,764     $ 92,136  

 

Logistics cost - Committee Bay & Gibson MacQuoid     Nine months ended  
      September 30, 2017  
         
Aircraft   $ 7,441  
Expediting and mobilization     635  
Site travel     1,097  
    $ 9,173  

 

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.

 

RAB Drilling (Committee Bay, Nunavut) - 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 Yellowknife, NWT and Vancouver, BC for preparation and then to ALS Lab in Vancouver, BC for analysis. All samples are assayed using 30g nominal weight fire assay with atomic absorption finish (Au-AA25) 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.

 

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AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

2.5       Qualified persons and technical disclosures (continued)

 

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 2017 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 to United States Investors concerning Estimates of Measured, Indicated and Inferred Resource Estimates

 

This disclosure has been prepared in accordance with the requirements of Canadian provincial securities laws which differ from the requirements of U.S. securities laws. Unless otherwise indicated, all mineral resource estimates included in this disclosure have been prepared in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum classification systems. 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. These standards differ significantly from the requirements of the United States Securities and Exchange Commission (the “SEC”), and resource estimates disclosed may not be comparable to similar information disclosed by U.S. companies. In addition, this disclosure uses the terms “measured and indicated resources” and “inferred resources” to comply with the reporting standards in Canada. The Company 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. 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 securities laws, estimates of “inferred resources” cannot form the basis of feasibility or other economic studies. It cannot be assumed that all or any part of “measured and indicated resources” or “inferred resources” will ever be upgraded to a higher category or are economically or legally mineable. In addition, disclosure of “contained ounces” is permitted disclosure under Canadian securities laws; however, the SEC only permits issuers to report mineralization as in place tonnage and grade without reference to unit measures.

 

Three Bluffs resource estimations were completed by Roscoe Postle Associates Inc. (“RPA”) (see the Technical Report on the Three Bluffs Project, Nunavut Territory, Canada filed on the SEDAR on May 31, 2017).

 

The Homestake Ridge resource estimate was prepared by RPA. (see Technical Report on the Homestake Ridge Project, Skeena Mining Division, Northwestern British Columbia, September 29, 2017 as filed under Homestake Resource’s SEDAR profile at www.sedar.com).

 

Peruvian interests within a special economic zone

 

The Company holds its interests in the Banos del 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.

 

13 of 23 

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

3.       Selected annual information

 

      Twelve Months       Six Months       Twelve months  
      December 31, 2016       December 31, 2015       June 30, 2015  
                         
Comprehensive loss for the period   $ 4,226     $ 2,382     $ 1,401  
Net loss for the period   $ 4,255     $ 1,860     $ 1,923  
Basic and diluted loss per share   $ 0.07     $ 0.05     $ 0.08  
Total assets   $ 64,512     $ 31,031     $ 8,797  
Total long-term liabilities   $ 1,746     $ 1,100     $ -  
Cash dividends per share     -       -       -  

 

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

 

4.       Discussion of operations

 

Three months ended September 30, 2017 and 2016 (Q3 2017 vs. Q3 2016)

 

During the three months ended September 30, 2017, the Company reported net income of $1,841 and earnings per share of $0.02 compared to net income of $144 and earnings per share of $0.00, respectively, for the three months period ended September 30, 2016. The $1,697 increase in net income is driven by a $1,492 increase in the amortization of the flow through liability premium, as well as a $285 decrease in administration expenses. Significant variances within administration expense and other expenses are discussed as follows:

 

Administration expenses

 

(1) Office, rent and administration increased by $62 in Q3 2017 compared to Q2 2016 mainly due to an increase in administration expenses in respect to the Peruvian subsidiaries.
(2) Share-based compensation expense decreased by $450 In Q3 2017 compared to Q3 2017. There were significantly less share-based options granted in 2017 compared to 2016, which resulted in lesser share-based compensation expenses recognised in Q3 2017 compared to Q3 2016.
(3) Travel marketing and investor relation increases by $74 in Q3 2017 compared to Q3 2016 due the timing of marketing activities.

 

Other expenses and income:

 

(4) Interest income increase by $43 during the three months ended September 30, 2017 driven by higher cash balances during the period compared to the same period of the previous year. The cash balance was $15.3 million at September 30, 2017 vs. $6.8 million at September 30, 2016.
(5) During the three months ended September 30, 2017, loss of fair market value of marketable securities increased by $134 in comparison to the three months ended September 30, 2016 due a decrease in market value of underlying securities.
(6) During the three months ended September 30, 2017, the Company recorded other income of $3,144 related to the amortization of the flow-through share premium liability of $6,151 recognized in connection with the Company’s January 2017 brokered equity offering (see section 1.6/1.7). Flow-through eligible Canadian exploration and evaluation expenditures incurred during the three months ended September 30, 2017 were $14.0 million compared to $8.7 million for the same period in the previous year.

 

14 of 23 

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

4.       Discussion of operations (continued)

 

Nine months ended September 30, 2017 and 2016

 

During the nine months ended September 30, 2017, the Company reported net income of $643 and earnings per share of $0.01 compared to a net loss of $1,992 and loss per share of $0.04, respectively, for the nine months ended September 30, 2016. The $2,635 decrease in net loss is driven by a $3,160 increase in other income (expenses) line item, resulting from the $5,652 amortization of the flow-through liability premium, which offset the $525 increase in the administration expenses and the $308 increase in loss in fair value of marketable securities.

 

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

Administration expenses

 

(1) Consulting fee, directors’ fee, wages and benefits increased by $499 during the nine months ended September 30, 2017 due to an increase of executive level and support personnel and payment of performance bonuses. The increase was partially offset due to one-time severance payments during the nine-month ended September 30, 2016 to North Country employees.

(2) Legal and professional fees and regulatory and filing fees increased by $65 during the nine months ended September 30, 2017 compared to the same period in 2016 due to an increase in professional services in relation to the Company’s NYSE-American listing.
(3) Travel, marketing and investor relations increased by $430 during the nine months ended September 30, 2017 compared to the same period in 2016 due to an increase in marketing activities
(4) Regulatory, transfer agent and shareholder information increased by $105 during the nine months ended September 30, 2017 compared to the same period in 2016 due to the Company’s NYSE-American list and US securities registration.
(5) Share-based compensation expense decreased by $660 during the nine months ended September 30, 2017 in comparison to the same period in the previous year. During the nine months ended September 30, 2017, the Company granted 530,000 incentive share-purchase options to directors, officers, employees and others, compared to 2,355,000 share-based compensation in the same period of the previous year.

 

Other expenses and income:

 

(6) Interest income increased by $151 during the nine months ended September 30, 2017 driven by increased cash balances during the period compared to the same period of the previous year.
(7) During the nine months ended September 30, 2017, the Company recorded other income of $5,652 related to the amortization of the flow-through share premium liability (see section 1.6/1.7). Flow-through eligible Canadian exploration and evaluation expenditures incurred during the nine months ended September 30, 2017 were $21.1 million compared to $11.0 million for the same period in the previous year.

 

Future operations and 2017 expenditure forecast

 

The Company’s guidance for 2017 is to expend approximately $42 to $ 44 million across its portfolio of exploration projects. As at the date of this MD&A, the Company has achieved the majority of its operational objectives it set out in January and expects to initiate its Huilacollo drill program by the end of the year. The Company is in the planning stages for its 2018 exploration programs and expects to have these plans complete by Q1 of 2018.

 

15 of 23 

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

5.       Summary of quarterly results

 

Three months ended     Interest income      

Net income

(loss)

      Comprehensive income (loss)       Earnings (loss) per share  
In thousands of Canadian dollars except per share amounts
      $       $       $       $  
September 30, 2017     67       1,841       1,675       0.02  
June 30, 2017     77       (385 )     (495 )     (0.01 )
March 31, 2017     63       (813 )     (821 )     (0.01 )
December 31, 2016     12       (2,263 )     (2,230 )     (0.03 )
September 30, 2016     24       144       140       0.00  
June 30, 2016     22       (1,021 )     (1,019 )     (0.02 )
March 31, 2016     8       (1,116 )     (1,116 )     (0.02 )
December 31, 2015     8       (1,186 )     (1,186 )     (0.02 )

 

During the last eight quarters, the Company’s net income (loss) has ranged between net income of $1,841 and a net loss of $2,263. 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 September 30, 2017 June 30, 2017, March 31, 2017, September 30, 2016 and June 30, 2016 is in relation to the amortization of the flow through shares premium of $3,144, $1,902, $606, $1,652 and $667 respectively that offsets the net loss.

 

6.       Financial position and liquidity and capital resources

 

     

September 30,

2017

     

December 31,

2016

     

December 31,

2015

 
      $       $       $  
Cash and restricted cash     15,472       2,572       3,701  
Mineral property interests     92,136       58,815       25,103  
Current liabilities     9,260       818       514  
Non-current liabilities     1,712       1,747       1,100  

 

As at September 30, 2017, the Company had unrestricted cash of $ 15.3 million (December 31, 2016 - $2.4 million) and working capital of $8.4 million (December 31, 2016 - $3.0 million). Current liabilities that are to be settled in cash as at September 30, 2017 include accounts payable and accrued liabilities of $9.3 million, which have primarily been incurred in connection with the summer exploration programs at the Company’s Committee Bay and Homestake Ridge projects.

 

During the three and nine months ended September 30, 2017, the Company expended net cash of $1.3 million and $4.7 million respectively in operating activities compared to $1.4 million and $3.3 million respectively during the comparative periods in the prior year.

 

16 of 23 

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

6.       Financial position and liquidity and capital resources (continued)

 

The Company expended $12.6 million and $24.6 million in investing activities during the three and nine-month period ended September 30, 2017 respectively predominantly on program costs from its Committee Bay and Homestake Ridge projects compared to $8.5 million and $13.1 million respectively in the same period of the previous year.

 

During the three and nine months ended September 30, 2017, the Company raised net proceeds of $2.6 million and $42.3 million in financing activities through the issuance of common shares compared to $5.3 million and $19.6 million in the comparative periods of the previous year.

 

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.

 

Common shares issued

 

On January 24, 2017, the Company closed a brokered equity offering for gross proceeds of $41.2 million (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 $2.2 million, which included $2.0 million in commissions, and $0.2 million in other issuance costs. The gross proceeds from the Offering were also offset by $6.1 million, an amount related to the flow-through share premium liability, which was mostly amortized at September 30, 2017 as 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

common shares

     

Impact on

share capital

 
Common shares issued at $3.67 per share     4,951,584     $ 18,172  
Flow-through shares issued at $5.01 per share     4,590,818       23,000  
Cash share issue costs     -       (2,261 )
Proceeds net of share issue costs     9,542,402       38,911  
Flow-through share premium liability     -       (6,151 )
      9,542,402     $ 32,760  

 

A summary of the intended use of the net cash proceeds of $38.9 million 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 January Offering to September 30, 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     $ 22,530     $ (7,030 )

 

17 of 23 

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

6.       Financial position and liquidity and capital resources (continued)

 

2017 Homestake Exploration Program

(Flow Through eligible)

 

• 15,000 metres of drilling

• geophysical and geochemical survey programs

 

  $ 7,500     $ 5,638     $ 1,862  
Peruvian exploration and general working capital (Non-Flow Through eligible)   $ 15,911     $ 1,284     $ 14,628  
Total   $ 38,911     $ 29,452     $ 9,460  
Explanation of variances and the impact of variances on the ability of the Company to achieve its business objectives and milestones.     The Company has completed its programs at Committee Bay, and most of the planned exploration at Homestake. The additional expenditures at Committee Bay relate to the non-flow though component of the planned program to complete the 30,000 meter drill program. Of the $14.6 M in general working capital remaining, $9,3 million of accounts payable is expect to be settled in Q4.  

 

 

 

Exercise of Warrants

 

During the nine months ended September 30, 2017, 1,954,011 shares were issued as a result of share purchase warrants being exercised with a weighted average exercise price of approximately $1.60 for gross proceeds of $3.1 million. Attributed to these share purchase warrants, fair value of $1.5 million was transferred from the equity reserves and recorded against share capital.

 

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. See the Company’s MD&A for the period ended June 30, 2017 for a reconciliation of the use of proceeds from the financing.

 

Other sources of funds

 

As at September 30, 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     Outstanding       Exercisable  
Expiry date     Number of options       Exercise price       Remaining contractual life (years)       Number of options       Exercise price       Remaining contractual life (years)  
Feb 17, 2019     1,130,000     $ 0.51       1.38       1,130,000     $ 0.51       1.38  
Aug 17, 2020     1,170,000       1.30       2.88       1,170,000       1.30       2.88  
Jun  21, 2021     2,250,000       2.63       3.72       1,681,250       2.63       3.72  
Jan 10, 2022     440,000       3.22       4.28       165,000       3.22       4.28  
May 5, 2022     90,000       3.04       4.60       22,500       3.04       4.60  
      5,080,000     $ 1.91       3.07       4,519,375     $ 1.79       2.95  

 

18 of 23 

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

6.       Financial position and liquidity and capital resources (continued)

 

Warrants        
Expiry date     Number of warrants       Exercise price  
May 4, 2018     27,716       1.40  

 

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.

 

7.       Off-balance sheet arrangements

 

The Company does not utilize off-balance sheet arrangements.

 

8.       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

September 30,

     

Nine months ended

September 30,

 
      2017       2016       2017       2016  
Universal Mineral Services Ltd. 1                                
Included in the statement of operations:                                
Consulting fees, directors' fees, wages and benefits   $ 128     $ 78     $ 422     $ 226  
Office, rent and administration     104       96       326       299  
Regulatory, transfer agent and shareholder information     15       2       18       8  
Travel, marketing and investor relations     3       -       6       9  
Project investigation costs     -       -       10       -  
Capitalized to mineral property interests:                                
Committee Bay     142       4       441       11  
Homestake     108       -       304       -  
Peru     22       -       77       -  
Total transactions for the period   $ 522     $ 180     $ 1,604     $ 553  

 

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 September 30, 2017 to UMS was $172 (December 31, 2016 – $133). In addition, the Company had $150 on deposit with UMS as at September 30, 2017 (December 31, 2016 - $31).

 

19 of 23 

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

9.       Subsequent events

 

None

 

10.       Proposed transactions

 

None

 

11.       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 and 2016 were estimated using the Black-Scholes option valuation model with the following assumptions on a weighted average basis:

 

      Three months September 30,       Nine months September 30,  
      2017       2016       2017       2016  
Risk-free interest rate     -       -       0.94 %     0.66 %
Expected dividend yield     -       -       nil       nil  
Stock price volatility     -       -       77 %     81 %
Expected life in years     -       -       4.34       4.00  

 

There were no share options grants during the three months ended September 30, 2017 and 2016.

 

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.

 

20 of 23 

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

11.       Critical accounting estimates (continued)

 

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.

 

12.       Changes in accounting policies including initial adoption

 

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.

 

13.       Financial instruments and other instruments

 

As at September 30, 2017, the Company’s financial instruments consist of cash, marketable securities, 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 interim financial statements.

 

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

 

14.       Other requirements

 

Capital structure

 

Authorized: Unlimited number of common shares

Number of common shares issued and outstanding as at November 9, 2017: 78,501,230

Number of common shares issued and outstanding as at September 30, 2017: 78,476,230

 

21 of 23 

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

14.       Other requirements (continued)

 

Share based options as at November 9, 2017:

 

Stock options     Outstanding       Exercisable  
Expiry date     Number of options       Exercise price $       Remaining contractual life (years)       Number of options       Exercise price $       Remaining contractual life (years)  
Feb 17, 2019     1,130,000       0.51       1.35       1,130,000       0.51       1.35  
Aug 17, 2020     1,145,000       1.30       2.85       1,145,000       1.30       2.85  
Jun 21, 2021     2,250,000       2.63       3.69       1,965,625       2.63       3.69  
Jan 10, 2022     440,000       3.22       4.25       220,000       3.22       4.25  
May 5, 2022     90,000       3.04       4.57       33,750       3.04       4.57  
      5,055,000       1.91       3.04       4,494,375       1.79       2.92  

 

Share purchase warrants as at November 9, 2017:

 

Expiry date     Number of warrants       Exercise price  
May 4, 2018     27,716       1.40  

 

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.

 

There has been no change in the Company’s internal control over financial reporting during the three and nine months ended September 30, 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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 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.

 

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.

 

22 of 23 

AURYN RESOURCES INC.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations for the Nine Months Ended September 30, 2017

(In thousands of Canadian dollars, unless otherwise noted

 

14.       Other requirements (continued)

 

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

November 9, 2017

 

 

23 of 23

 

Exhibit 99.3

 

 

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 September 30, 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

 

6. 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 July 1, 2017 and ended on September 30, 2017 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 9, 2017

 

Signed “Shawn Wallace”

_______________________

Shawn Wallace

Chief Executive Officer

 

 

 

Exhibit 99.4

 

 

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 September 30, 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

 

6. 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 July 1, 2017 and ended on September 30, 2017 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: November 9, 2017

 

Signed “Peter Rees”

_______________________

Peter Rees

Chief Financial Officer