Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
March 13 2018 - 8:17AM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
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Filed Pursuant to Rule 433
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Registration Statement No. 333-223615
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To Prospectus dated March 12, 2018
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TERM SHEET
Public Offering of Common Shares
March 13, 2018
The Company (as defined herein) has filed a registration
statement on Form F-10 (including a prospectus) with the United States
Securities and Exchange Commission (SEC) for the offering to which this
communication relates. Before you invest, you should read the prospectus in that
registration statement and other documents the Company has filed with the SEC
for more complete information about the Company and this offering. You may get
these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the Company or any of the Underwriters participating in the
offering will arrange to send you the prospectus if you request it by
contacting: Cantor Fitzgerald Canada Corporation, attention: Equity Capital
Markets, 181 University Avenue, Suite 1500, Toronto, ON, M5H 3M7, email:
ecmcanada@cantor.com or Cantor Fitzgerald & Co., Attention: Equity Capital
Markets, 499 Park Avenue, 6th Floor, New York, New York, 10022 or by email at
prospectus@cantor.com.
A corresponding pre-effective amendment to the registration
statement on Form F-10 with the SEC and an amended and restated preliminary
short form prospectus containing important information relating to the
securities described in this document has not yet been filed with the securities
regulatory authorities in each of the provinces of British Columbia, Alberta and
Ontario. A copy of the preliminary short form prospectus is required to be
delivered to any investor that received this document and expressed an interest
in acquiring the securities.
There will not be any sale or any acceptance of an offer to
buy the securities until a receipt for the final short form prospectus has been
issued.
This document does not provide full disclosure of all
material facts relating to the securities offered. Investors should read the
preliminary short form prospectus, final short form prospectus and any
amendment, for disclosure of those facts, especially risk factors relating to
the securities offered, before making an investment decision.
Issuer:
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Auryn Resources Inc. (the
Company
)
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|
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Issued Securities:
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5,230,770 common shares of the Company (the
Offered
Shares
and the offering of such Offered Shares, the
Offering
).
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|
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Size of Issue:
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US$6,800,001
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|
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Issue Price:
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US$1.30 per Offered Share (the
Issue Price
)
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Over-Allotment Option:
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The Underwriters will have an option, exercisable in
whole or in part at any time up to 30 days following the Closing Date (as
defined below), to purchase up to an additional 784,615 Offered Shares at
the Issue Price on the same terms and conditions as set forth herein.
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Underwriters:
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Cantor Fitzgerald Canada Corporation (
CFCC
or
the
Lead
Underwriter
) shall be the sole bookrunner and
shall lead the syndicate of Underwriters in connection with the Offering,
which syndicate will be agreed upon by the Lead Underwriter and the Company.
|
Form of Underwriting:
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Bought deal by way of a short form prospectus, subject to
a mutually acceptable underwriting agreement containing the industry
standard Disaster Out, Litigation Out, Financial Out, Regulatory
Out, and Material Adverse Change Out clauses running until the Closing
Date (as defined below).
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Jurisdictions:
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British Columbia, Alberta and Ontario provinces of Canada
and in the United States pursuant to the U.S./Canada Multi-Jurisdictional
Disclosure System. The Offered Shares may also be offered in those
jurisdictions outside of Canada and the United States as agreed to by the
Company and the Underwriters provided that no prospectus filing or
comparable obligation arises and the Company does not thereafter become
subject to continuous disclosure obligations in such jurisdictions.
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Underwriters Fees:
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The Company shall pay the Underwriters a commission equal
to 6% of the gross proceeds of the Offering.
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Use of Proceeds:
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Proceeds of the Offering are anticipated to be used for
(i) drilling and exploration at the Companys principal mineral projects,
Committee Bay and Homestake Ridge; (ii) continuation of exploration
programs at Huilacollo and Sombrero in Peru, (iii) general corporate
purposes, and (iv) working capital requirements.
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Listing:
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Application will be made to list the Offered Shares on
the TSX and on the NYSE American. The existing common shares of the
Company are listed on the TSX under the symbol AUG and the NYSE American
under the symbol AUG.
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Eligibility for Investment:
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Eligible under the usual Canadian statutes as well as for
RRSPs, RESPs, RRIFs, TFSAs and DPSPs.
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Closing Date:
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On or about March 23, 2018 or such other date as the
Company and the Underwriters mutually agree (the
Closing Date
).
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Standstill Period:
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The Company shall not issue, negotiate or enter into any
agreement to sell or issue or announce the issue of, any equity securities
of the Company, other than: (i) as contemplated herein; (ii) pursuant to
the grant of options or other securities in the normal course pursuant to
the Companys employee stock option plan or other equity compensation
plans, and the issuance of any common shares upon the exercise of such
options or vesting of such securities; (iii) the issuance of equity
securities pursuant to the exercise or conversion, as the case may be, of
any warrants or other convertible securities of the Company outstanding on
the date hereof; or iv) the issuance of equity securities in connection
with one or more
bona fide
acquisitions by the Company, for a
period of 90 days following the Closing Date (
Expiry Date
),
without the prior written consent of the Lead Underwriter on behalf of the
Underwriters, such consent not to be unreasonably withheld.
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Insider Lock-Ups:
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As a condition precedent to the Underwriters obligation
to close the Offering, all directors and senior officers of the Company
shall execute and deliver written undertakings in favour of the
Underwriters agreeing not to sell, transfer, pledge, assign, or otherwise
dispose of any securities of the Company owned, directly or indirectly by
such directors or senior officers, until the Expiry Date, subject to
customary exceptions, without the prior written consent of the
Underwriters, such consent not to be unreasonably withheld.
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An investment in the Offered Shares involves a high degree
of risk and must be considered speculative due to the nature of the Companys
business and the present stage of exploration of its properties. Prospective
investors should carefully consider the risk factors described in the Prospectus
under Risk Factors and Cautionary Statement Regarding Forward-Looking
Information.
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