UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
☐ REGISTRATION STATEMENT PURSUANT TO
SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION
13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31,
2019
Commission File Number: 001-38145
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AURYN RESOURCES INC.
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(Exact name of Registrant as specified in its charter)
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British Columbia, Canada
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1040
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Not Applicable
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(Province or Other Jurisdiction of Incorporation or
Organization)
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(Primary Standard Industrial Classification Code)
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(I.R.S. Employer Identification No.)
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Suite 600, 1199 West Hastings Street
Vancouver, British Columbia, Canada V6E 3T5
(778) 729-0600
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(Address and telephone number of Registrant’s principal
executive offices)
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Corporation Service Company Suite 400, 2711 Centerville
RoadWilmington, Delaware 19808(800) 927-9800
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(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)
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Securities
registered or to be registered pursuant to section 12(b) of the
Act:
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Title
Of Each Class
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Name Of
Each Exchange On Which Registered
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Common Shares, no par value
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NYSE American
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Securities
registered or to be registered pursuant to Section 12(g) of the
Act: None
Securities
for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None
For
annual reports, indicate by check mark the information filed with
this Form:
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☒
Annual Information Form
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☒
Audited Annual Financial Statements
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Indicate
the number of outstanding shares of each of the Registrant’s
classes of capital or common stock as of the close of the period
covered by the annual report: 95,231,775 Common
Shares as of December 31, 2019
Indicate
by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90
days.
Yes
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No ☐
Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the Registrant
was required to submit and post such files).
Yes
☒
No ☐
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 12b-2 of the Exchange Act.
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Emerging growth
company
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If an
emerging growth company that prepares its financial statements in
accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
INTRODUCTORY INFORMATION
In this
annual report on Form 40-F (the “Annual Report”), references to the
“Company” or
“Auryn” mean
Auryn Resources Inc. and its subsidiaries, unless the context
suggests otherwise.
Auryn
is a Canadian issuer eligible to file its annual report pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”),
on Form 40-F pursuant to the Canada/ United States
multi-jurisdictional disclosure system (the “MJDS”). Auryn is a “foreign
private issuer” as defined in Rule 3b-4 under the Securities
Exchange Act. In this annual report, references to the
“Company” or
“Auryn” mean
Auryn Resources Inc. and its subsidiaries, unless the context
suggests otherwise
PRINCIPAL DOCUMENTS
Each of
the documents that are filed as exhibits to this annual report, as
set forth in the Exhibit Index attached hereto, are incorporated by
reference herein.
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Document
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Exhibit No.
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Annual Information Form of the Company for the year ended December
31, 2019 (the “2019 AIF”)
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99.1
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Audited consolidated financial statements of the Company as at
December 31, 2019 and 2018 and for the years then ended, including
the notes and the report of the
Independent Registered Public Accounting Firm with respect thereto
(the “Audited Consolidated Financial
Statements”)
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99.2
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Management’s Discussion and Analysis of the Company for the
year ended December 31, 2019 (the “2019 MD&A”)
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99.3
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The Company’s Audited Consolidated Financial
Statements that are incorporated by reference into this annual
report have been prepared in accordance with International
Financial Reporting Standards (“IFRS”) as issued by the International Accounting
Standards Board (the “IASB”).
FORWARD-LOOKING STATEMENTS
This
annual report includes or incorporates by reference certain
statements that constitute “forward-looking statements”
within the meaning of the United States Private Securities Litigation Reform Act of
1995. These statements appear in a number of places in this
annual report and documents incorporated by reference herein and
include statements regarding the Registrant’s intent, belief
or current expectation and that of the Registrant’s officers
and directors. These forward-looking statements involve known and
unknown risks and uncertainties that may cause the
Registrant’s actual results, performance or achievements to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. When used in this annual report or in documents
incorporated by reference in this annual report, words such as
“believe,” “anticipate,”
“estimate,” “project,”
“intend,” “expect,” “may,”
“will,” “plan,” “should,”
“would,” “contemplate,”
“possible,” “attempts,” “seeks”
and similar expressions are intended to identify these
forward-looking statements. These forward-looking statements are
based on various factors and were derived utilizing numerous
assumptions that could cause the Registrant’s actual results
to differ materially from those in the forward-looking statements.
Accordingly, readers are cautioned not to put undue reliance on
these forward-looking statements.
Forward-looking
statements include, among others, statements
regarding:
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future
capital expenditures and expenditures from operations;
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future
plans of the Company;
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success
of exploration activities;
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government
regulation of mining operations (including attaining necessary
permits and access rights); and
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future reclamation obligations and other
environmental risks.
Forward-looking information reflects
Auryn’s current views with respect to expectations, beliefs,
assumptions, estimates and forecasts about the Company’s
business and the industry and markets in which the Company
operates. Forward-looking statements are not guarantees of future
performance and involve risks, uncertainties and assumptions, which
are difficult to predict. Assumptions underlying the
Company’s expectations regarding forward-looking statements
or information contained in the 2018 AIF include, among
others:
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the Company’s
ability to comply with applicable governmental regulations and
standards;
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the Company’s
success in implementing its strategies, achieving the
Company’s business objectives;
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the Company’s
ability to raise sufficient funds from equity financings in the
future to support its operations; and
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general business
and economic conditions.
These
assumptions should be considered carefully by investors. Investors
are cautioned not to place undue reliance on the forward-looking
statements or the assumptions on which the Registrant’s
forward-looking statements are based. Investors are further
cautioned that the foregoing list of assumptions is not exhaustive
and it is recommended that prospective investors consult the more
complete discussion of the Registrant’s business, financial
condition and prospects that is included in the 2018 AIF and in the
other documents incorporated by reference herein.
Persons
reading this annual report are cautioned that forward-looking
statements are only predictions, and that the Company’s
actual future results or performance are subject to certain risks
and uncertainties including:
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risks
related to the Company’s mineral properties being subject to
prior unregistered agreements, transfers or claims and other
defects in title;
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risks
related to the Company’s history of losses, which may
continue in the future;
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risks
related to increased competition and uncertainty related to
additional financing that could adversely affect the
Company’s ability to attract necessary capital funding or
obtain suitable properties for mineral exploration in the
future;
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risks
related to the Company’s officers and directors becoming
associated with other natural resource companies, which may give
rise to conflicts of interest;
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uncertainty
and volatility related to stock market prices and
conditions;
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further
equity financing(s), which may substantially dilute the interests
of the Company’s shareholders;
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dependence
on general economic, market or business conditions;
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fluctuations
in metal prices and foreign currency exchange rates;
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changes
in business strategies;
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changes
in laws and regulations (including those in foreign jurisdictions);
and
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other factors described under the heading
“Risk Factors” in the 2019 AIF and risks
discussed in the 2019 MD&A.
Investors are
advised to carefully review and consider the risk factors
identified in the 2019 AIF under the heading “Risk
Factors”, in the 2019 MD&A and in the other documents
incorporated by reference herein for a discussion of the factors
that could cause the Registrant’s actual results, performance
and achievements to be materially different from any anticipated
future results, performance or achievements expressed or implied by
the forward-looking statements. The forward-looking statements
contained in this Annual Report are made as of the date hereof and,
accordingly, are subject to change after such date.
Although the
Registrant believes that the assumptions on which the
forward-looking statements are made are reasonable, based on the
information available to the Registrant on the date such statements
were made, no assurances can be given as to whether these
assumptions will prove to be correct. Accordingly, readers should
not place undue reliance on forward-looking information. The
Registrant does not undertake to update any forward-looking
information, except as, and to the extent, required by applicable
securities laws, including applicable United States federal
securities laws. The forward-looking statements contained in this
Annual Report and the documents incorporated by reference herein
are expressly qualified by this cautionary statement.
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING
ESTIMATES OF MEASURED, INDICATED AND INFERRED
RESOURCES
As a
British Columbia corporation and a “reporting issuer”
under Canadian securities laws, the Company is required to provide
disclosure regarding its mineral properties in accordance with
Canadian National Instrument 43-101 Standards of Disclosure for Mineral
Projects (“NI
43-101”). NI 43-101 is a rule developed by the
Canadian Securities Administrators that establishes standards for
all public disclosure an issuer makes of scientific and technical
information concerning mineral projects. In accordance with NI
43-101, the Company uses the terms mineral reserves and resources
as they are defined in accordance with the CIM Definition Standards
on mineral reserves and resources (the “CIM Definition Standards”) adopted
by the Canadian Institute of Mining, Metallurgy and
Petroleum.
The SEC
has adopted amendments to its disclosure rules to modernize the
mineral property disclosure requirements for issuers whose
securities are registered with the United States Securities and
Exchange Commission (the “SEC”) under the U.S. Exchange Act.
These amendments became effective February 25, 2019 (the
“SEC Modernization
Rules”). The SEC Modernization Rules have replaced the
historical property disclosure requirements for mining registrants
that were included in SEC Industry Guide 7 (“Guide 7”), which have been
rescinded. The Company is not required to provide disclosure on its
mineral properties under the SEC Modernization Rules as the Company
is presently a “foreign issuer” under the U.S. Exchange
Act and entitled to file continuous disclosure reports with the SEC
under the MJDS Disclosure System between Canada and the United
States.
The SEC
Modernization Rules include the adoption of terms describing
mineral reserves and mineral resources that are substantially
similar to the corresponding terms under the CIM Definition
Standards. As a result of the adoption of the SEC Modernization
Rules, SEC will now recognize estimates of “measured mineral
resources”, “indicated mineral resources” and
“inferred mineral resources”. In addition, the SEC has
amended its definitions of “proven mineral reserves”
and “probably mineral reserves” to be substantially
similar to the corresponding CIM Definitions.
United
States investors are cautioned that while the above terms are
substantially similar to CIM Definitions, there are differences in
the definitions under the SEC Modernization Rules and the CIM
Definition Standards. Accordingly, there is no assurance any
mineral reserves or mineral resources that the Company may report
as ”proven reserves”, “probable reserves”,
“measured mineral resources”, “indicated mineral
resources” and “inferred mineral resources” under
NI 43-101 would be the same had the Company prepared the reserve or
resource estimates under the standards adopted under the SEC
Modernization Rules.
United
States investors are also cautioned that while the SEC will now
recognize “measured mineral resources”,
“indicated mineral resources” and “inferred
mineral resources”, investors should not to assume that any
part or all of the mineralization in these categories will ever be
converted into a higher category of mineral resources or into
mineral reserves. Mineralization described using these terms has a
greater amount of uncertainty as to their existence and feasibility
than mineralization that has been characterized as reserves.
Accordingly, investors are cautioned not to assume that any
“measured mineral resources”, “indicated mineral
resources”, or “inferred mineral resources” that
the Company reports are or will be economically or legally
mineable.
Further,
“inferred resources” have a greater amount of
uncertainty as to their existence and as to whether they can be
mined legally or economically. Therefore, United States investors
are also cautioned not to assume that all or any part of the
inferred resources exist. In accordance with Canadian rules,
estimates of “inferred mineral resources” cannot form
the basis of feasibility or other economic studies, except in
limited circumstances where permitted under NI 43-101.
For the above reasons, information
contained in this Annual Report and the documents incorporated by
reference herein containing descriptions of our mineral deposits
may not be comparable to similar information made public by U.S.
companies subject to the reporting and disclosure requirements
under the United States federal securities laws and the rules and
regulations thereunder.
NOTE TO UNITED STATES READERS REGARDING DIFFERENCES
BETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES
The
Company is permitted to prepare this Annual Report in accordance
with Canadian disclosure requirements, which are different from
those of the United States. Canadian public companies are required
to prepare financial statements in accordance with International
Financial Reporting Standards ("IFRS"), as issued by the International
Accounting Standards Board ("IASB"). Consequently, the
Company’s audited financial statements for the years ended
December 31, 2019 and 2018 have been prepared in accordance with
IFRS as issued by the International Accounting Standards Board and
the audit is performed in accordance with Canadian auditing
standards and independence standards of both Canada and the SEC,
each of which differ in some respects to United States generally
accepted accounting principles ("US
GAAP") and from practices prescribed by the SEC. Therefore,
the Company’s financial statements incorporated by reference
in this Annual Report may not be comparable to financial statements
prepared in accordance with US GAAP.
CURRENCY
Unless
otherwise indicated, all dollar amounts in this Annual Report are
in Canadian dollars.
DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls
and procedures are defined in Rule 13a-15(e) and 15d-15(e) under
the Exchange Act to mean controls and other procedures of an issuer
that are designed to ensure that information required to be
disclosed by the issuer in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s
rules and forms and includes, without limitation, controls and
procedures designed to ensure that such information is accumulated
and communicated to the issuer’s management, including its
principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.
At the
end of the period covered by this Annual Report on Form 40-F, being
the fiscal year ended December 31, 2019, an evaluation was carried
out under the supervision of and with the participation of the
Company’s management, including the Chief Executive Officer
(“CEO”) and
Chief Financial Officer (“CFO”), of the effectiveness of the
design and operations of the Company’s disclosure controls
and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under
the Exchange Act). Based on that evaluation the CEO and the CFO
have concluded that, as of the end of the period covered by this
Annual Report, the Company’s disclosure controls and
procedures were effective to give reasonable assurance that the
information required to be disclosed by the Company in reports that
it files or submits to the SEC under the Exchange Act
is:
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recorded,
processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and
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accumulated and
communicated to our management, including our CEO and CFO, as
appropriate, to allow timely decisions regarding required
disclosure.
INTERNAL CONTROL OVER FINANCIAL REPORTING
The disclosure provided in Section 1.15 of the 2019 MD&A (see
Exhibit 99.3) regarding “Internal control over financial
reporting” is hereby incorporated by reference.
Auditor’s Attestation Report
This
Annual Report does not include an attestation report of the
Company’s registered public accounting firm regarding
internal control over financial reporting. Management’s
report was not subject to attestation by the Company’s
independent auditor as the Company is an “emerging growth
company”, as defined under the Exchange Act, and is not
required under Section 404(b) of the Sarbanes-Oxley Act of 2002, as
amended by the Jumpstart Our Business Startups Act, to include an
auditor attestation report on the Company’s internal control
over financial reporting.
AUDIT COMMITTEE
The
Company’s Board of Directors has established a
separately-designated Audit Committee of the Board in accordance
with section 3(a)(58)(A) of the Exchange Act and section 802(B)(2)
of the NYSE American Company Guide.
The
Company's Audit Committee comprises three directors that the Board
of Directors have determined are independent as determined under
each of Rule 10A-3 under the Exchange Act and Section 803(A) of the
NYSE American Company Guide:
AUDIT COMMITTEE FINANCIAL EXPERT
The
Company’s Board of Directors has determined that Steve Cook,
the Chair of the Audit Committee of the Board, is an audit
committee financial expert (as that term is defined in Item 407 of
Regulation S-K under the Exchange Act) and is an independent
director under applicable laws and regulations and the requirements
of the NYSE American.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The
disclosure included in the ‘External Auditor Service
Fees’ section in the 2019 AIF (see Exhibit 99.1) is hereby
incorporated by reference.
Audit Committee Pre-Approval Policies
The
disclosure included in the ‘Audit Committee Charter’
section in the 2019 AIF (see Exhibit 99.1) is incorporated by
reference.
OFF-BALANCE SHEET ARRANGEMENTS
The
Company has not entered into any off-balance sheet arrangements
that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition,
revenues, expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to
investors.
CONTRACTUAL OBLIGATIONS
The
Company, from time to time, will enter into short-term contracts
with suppliers of goods and services related to its corporate and
geologic operations. All these contracts are short-term in nature
and do not represent contractual obligations beyond amounts payable
for goods and services received. Any amounts owing are included in
the Company’s accounts payable and accrued liabilities as
presented within its Consolidated financial statements of the
Company and the notes thereto for the year ended December 31, 2019
and 2018 (see Exhibit 99.2). All other material contracts and the
discussion of the obligations associated with them are included in
the 2019 MD&A (See Exhibit 99.3)
CODE OF BUSINESS
CONDUCT AND ETHICS
Adoption of Code of Ethics
The
Company has adopted a Code of Business Conduct and Ethics (the
“Code of
Ethics”) for all its directors, executive officers and
employees. The Code of Ethics materially complies with
Section 807 of the NYSE American Company Guide. The Code of
Ethics meets the requirements for a “code of ethics”
within the meaning of that term in Form 40-F. The text of the Code
of Ethics is posted on the Company's website at “www.aurynresources.com/corporate/corporate-governance”.
Amendments or Waivers
No
substantive amendments were made to the Company’s Code of
Ethics during the fiscal year ended December 31, 2019, and no
waivers of the Company’s Code of Ethics were granted to any
principal officer of the Company or any person performing similar
functions during the fiscal year ended December 31,
2019.
NYSE AMERICAN CORPORATE GOVERNANCE
The
Company’s common shares are listed for trading on the NYSE
American. Section 110 of the NYSE American Company Guide permits
the NYSE American to consider the laws, customs and practices of
foreign issuers in relaxing certain NYSE American listing criteria,
and to grant exemptions from NYSE American listing criteria based
on these considerations. A foreign company seeking relief under
these provisions is required to provide written certification from
independent local counsel that the non-complying practice is not
prohibited by home country law.
The
Company has the following corporate governance practices that do
not comply with NYSE American corporate governance practices for
U.S. domestic companies:
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Upon listing, the
Company received an exemption from its quorum requirements for
meetings of shareholders. Under the NYSE American listing
standards, the minimum recommended quorum requirement is one third
of shareholders entitled to vote. The Company did not meet this
requirement and was granted relief from this listing
standard.
At the
Company’s 2019 Annual General and Special Meeting, held on
June 5, 2019, a special resolution was passed by a majority of more
than two-thirds of the votes submitted on the resolution that the
Articles of the Company be altered at Article 11. Proceedings at Meetings of
Shareholders as follows:
To
delete Article 11.3 Quorum
in its entirety and replace it with the following:
“11.3
Quorum
Subject
to the special rights and restrictions attached to the shares of
any class or series of shares, the quorum for the transaction of
business at a meeting of shareholders is two persons who are, or
who represent by proxy, shareholders who, in the aggregate, hold at
least 25% of the issued shares entitled to be voted at the
meeting.”
In
addition, Section 713 of the NYSE American Company Guide requires
that the Company obtain the approval of its shareholders for share
issuances equal to 20 percent or more of presently outstanding
shares for a price which is less than the greater of book or market
value of the shares. This requirement does not apply to public
offerings. There is no such requirement under British Columbia law
or under the Company’s home stock exchange rules (Toronto
Stock Exchange) unless the dilutive financing (i) materially
affects the control of the Company, or (ii) results in the issuance
of 25% of the outstanding common shares of the Company, on a
non-diluted basis. The Company intends to seek a waiver from NYSE
American’s section 713 requirements should a dilutive private
placement financing trigger the NYSE American shareholders’
approval requirement in circumstances where the same financing does
not trigger such a requirement under British Columbia law or under
the Company’s home country stock exchange rules.
Except
as disclosed above, the Company believes that there are otherwise
no significant differences between its corporate governance
policies and those required to be followed by United States
domestic issuers listed on the NYSE American.
The
Company’s governance practices also differ from those
followed by U.S. domestic companies pursuant to NYSE American
listing standards in the following manner, although the Company
does not believe such differences to be particularly
significant:
Board Meetings
Section
802 (c) of the NYSE American Company Guide requires that the Board
of Directors hold meetings on at least a quarterly basis. The Board
of Directors of the Company is not required to meet on a quarterly
basis under the laws of the Province of British Columbia, but
nevertheless meets on a regular basis.
Solicitation of Proxies
NYSE
American requires the solicitation of proxies and delivery of proxy
statements for all shareholder meetings, and requires that these
proxies shall be solicited pursuant to a proxy statement that
conforms to applicable SEC proxy rules. The Company is a foreign
private issuer as defined in Rule 3b-4 under the Exchange Act, and
the equity securities of the Company are accordingly exempt from
the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f)
of the Exchange Act. The Company solicits proxies in accordance
with applicable rules and regulations in Canada.
MINE SAFETY DISCLOSURE
Pursuant to Section
1503(a) of the Dodd-Frank Wall Street Reform and Consumer
Protection Act 2010, issuers that are operators, or that have a
subsidiary that is an operator, of a coal or other mine in the
United States are required to disclose in their periodic reports
filed with the SEC information regarding specified health and
safety violations, orders and citations, related assessments and
legal actions, and mining-related fatalities under the regulation
of the Federal Mine safety and Health Administration under the
Federal Mine Safety and Health Act of 1977.
The
Company was not the operator of a mine in the United States during
the fiscal year ended December 31, 2019.
UNDERTAKING AND CONSENT TO SERVICES OF PROCESS
The
Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to the securities in
relation to which the obligation to file an Annual Report on Form
40-F arises, or transactions in said securities.
B.
CONSENT
TO SERVICE OF PROCESS
The
Company previously filed an Appointment of Agent for Service of
Process and Undertaking on Form F-X signed by the Company and its
agent for service of process with respect to the class of
securities in relation to which the obligation to file this Annual
Report arises, which Form F-X is incorporated herein by reference.
Any change to the name or address of
the Company’s agent for service shall be communicated
promptly to the Commission by amendment to Form F-X referencing the
file number of the Company.
SIGNATURES
Pursuant
to the requirements of the Exchange Act, the Registrant certifies
that it meets all of the requirements for filing on Form 40-F and
has duly caused this Annual Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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AURYN
RESOURCES INC.
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Date: March 19,
2020
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By:
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/s/ Stacy Rowa
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Stacy Rowa
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Chief Financial
Officer
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EXHIBIT INDEX
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Exhibit Number
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Exhibit Description
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Annual
Information Form of the Company for the year ended December 31,
2019
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Audited
consolidated financial statements of the Company as at December 31,
2019 and 2018 and for the years then ended, , including the notes
and the report of the independent Registered Public Accounting Firm
with respect thereto
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Management’s
Discussion and Analysis for the fiscal year ended December 31,
2019
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Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) of the
Exchange Act, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
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Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) of the
Exchange Act, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
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Certification
of Chief Executive Officer pursuant to Rule 13a-14(b) of the
Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
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Certification
of Chief Financial Officer pursuant to Rule 13a-14(b) of the
Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
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Consent
of Deloitte LLP
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Consent
of David A. Ross, M.Sc., P.Geo
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Consent
of Paul Chamois, M.Sc.(A), P.Geo
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Consent
of Andrew Turner, B.Sc., P. Geol.
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Consent
of Michael Henrichsen, P.Geo
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