AURYN Mining Corp. (AUMC)

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Q&A Out on Medinah (obviously Cerro-related)

http://www.medinah-minerals.com/Q_A_111210.html

MEDINAH MINERALS Question & Answers
November 5, 2010


Question & Answer postings are compiled from time to time, as an information source as to company actions and/or activities. Q&A posts will continue in the post-Joint Venture Agreement phase concerning Company activities, to provide ongoing information for the benefit of Medinah Minerals shareholders.

Q: I own millions of shares and am very concerned about the Management and Directors activities in trying to complete a Joint Venture Agreement. Can you indicate progress to shareholders? We are very tired of the long wait…

A: We previously reported to the shareholders that the Chilean consortium known as Medinah Minerals, Chile landowners, in which Medinah Minerals, Inc., USA has an interest of approximately 50% (Cerro Dorado has a percentage), had signed a Memorandum of Understanding with a potential partner to finance the Alto de Lipangue properties near Santiago, Chile.

An extensive due diligence examination commenced by all parties, including, but not limited to, property titles, taxation implications, corporate structures, exploration target properties, potential adit sites, legal matters, banking matters, and various country government compliance issues, etc. The Alto de Lipangue properties are large and complex, deserving of both a furtherance of a multi-million dollar exploration program and an extensive production mining play. It is not unusual for commitments of this magnitude to take a considerable length of time to finalize.

In late September 2010, an Intended Venture Agreement was signed by Señor Juan José Quijano evidencing the primary objects of the financier’s participation along with numerous auxiliary documents and related schedules. Prior to the financing entities placing monies to the benefit of Medinah Minerals Chile landowners, Medinah Minerals, Inc., USA, and Cerro Dorado, Inc., the financing partners requested a formal meeting of all Principals prior to their signing the Final Agreement. The meeting was convened in Miami, Florida during the month of October 2010. In attendance were representatives of Medinah Minerals, Chile landowners, Medinah Minerals, Inc., USA Directors & Officers, and the financing partners Chief Executive Officer, Chief Financial Officer and their Corporate Attorney.

During the course of these meetings, the Financing Parties were presented with final obligation demands by Señor Quijano of Medinah Minerals, Chile landowners that were detailed to include added amendments and requirements to the original Memorandum of Understanding among the parties. These changes were agreed to by the Financing Partners which will ultimately benefit Medinah Minerals, Chile landowners, Medinah Minerals, Inc., USA, and Cerro Dorado, Inc.

These amendments are presently being incorporated into the Final Joint Venture Agreement by the financing parties Corporate Attorney. When the documents have been corrected, all parties will then proceed to the conclusion of the negotiations by signing the Final Joint Venture Agreement.

To refresh the memory of all shareholders of Medinah Minerals, Inc. USA, in March 2004, unanimous shareholder approval was extended to Señor Juan José Quijano to restructure, the Alto de Lipangue properties through Medinah Minerals, Chile, S.A. into a saleable or partnership format for presentation to major participants who would fund further property exploration and ultimately production development. The approval for the restructuring and sale/partnership was extended to Señor Quijano via unanimous confirmation by Medinah shareholders at two subsequent AGM shareholder meetings.

Señor Quijano has been very reluctant to say or do anything publicly that could jeopardize the JVA negotiations. The Company remains bound by the Non-Disclosure Agreements and will convey further details as it is legally able without violating these conditions. Of note, the potential partners have admonished the Company to not post any information about their corporate identity, their subsidiaries, nor any terms/conditions of the JVA.

Q: After the JV is completed has it been determined what the approximate ratio will be in the stock prices of Medinah and Cerro Dorado, and what percentage ratio would each company have in the final deal??

A: Medinah Minerals, Inc., USA enjoys an entirely free-trading market. Shareholders are stewards of their own destiny as to buying, selling, or holding onto their stock positions.
Medinah’s free trading market determines stock/price ratios.

The Cerro Dorado Company, (CDCH), is completely independent of Medinah with its own Management & Board of Directors.

Señor Quijano has the final authority as to the ownership percentage holdings of both Medinah Minerals, Inc., USA and Cerro Dorado, Inc. within the Joint Venture Agreement.

Q: What is happening with Medinah’s other holdings, the Polo and Pumillhue companies?

A: The POLO claims are currently the subject of a MOU agreement with a major participant to invest in exploration and develop the property. Medinah Minerals, Inc., (USA) owns a 15% ownership interest in the entire claim(s) group. Señor Quijano advises that these “serious” option(s) negotiations are nearly completed with a London-based mining group, and monetary schedules will benefit Medinah Minerals, Inc. USA in the near future.

The Pumillahue holding, in which Medinah Minerals, Inc., USA holds a 5% ownership interest, is presently the subject of a complete review and reassessment by a Russian Mining consortium. Señor Quijano advises that this change of mining prioritization and certain management positions will create a much better potential value in the near future.

Q: No news since February 24th?? Why?

A: If you refer to the Company website under Question & Answers you will note a recent posting on September 10, 2010, and prior postings on May 4, 2010, June 3, 2010 and July 30, 2010. There you may find answers to many of your questions.

Q: Is the deal not done because the Big Boys know that our Management and the Company Directors are not skilled enough to finalize a large transaction???

A: Señor Juan José Quijano, Medinah’s President/CEO and our Company Lawyer has, for many years, negotiated and completed major mining contracts in Chile and throughout South America. With the assistance of his fellow Directors, each of whom has experience in many aspects of business, the Company has capable representation in any negotiating environ.

Q: Will we have an Annual Meeting in 2010? Or will another year come and go without any results?

A: The date of the much anticipated Shareholders Meeting will be announced 30 days ahead of the scheduled time and designated location. The AGM will be held as soon as possible, but will be formatted when the Company is legally able to announce that we have finally concluded a Joint Venture Agreement.

Q: Various persons with hidden or unclear agendas have caused significant grief to shareholders and this Company. They have interrupted negotiations and caused the collapse of several previous contract talks. Registered false charges against the titles, attacked our markets, conned shareholders out of their shares, spread misinformation and rumors, both damaging and concerning over the Internet and via fax fan outs, formed little circle clubs or boiler rooms to incite others to join the negative campaigns, and bashed the company, etc. etc. Why is the company taking this and is not bringing the full force of the Law against these individuals or groups?

A: The Company has repeatedly warned shareholders that supposition and rumors are not credible and only “official” postings on the Medinah website and/or Pink Sheets represents the Company’s status. Despite these numerous and repeated warnings, it is apparent that certain individuals or groups continue to spread false and malicious communications that might well have had harmful effects regarding corporate affairs of the Company, and its market share price.

In this electronic age many Pink Sheet companies face harmful and egregious statements and actions, but can do little to thwart the continual onslaught of negativity due to monetary and time constraints. This tortuous interference is unfortunate and has a detrimental impact on many companies like Medinah and hurts shareholders, but internet user-generated statements are somewhat protected under the First Amendment provision of Freedom of Speech. Medinah Minerals, Inc. USA may decide to pursue legal action against those identified "active aggressors" as well as those who are proven to be aiding, abetting, or encouraging others in nefarious and malicious undertakings. Previous and present day impact court cases, and any future potential litigation actions, may follow into several jurisdictions, that include the USA, Canada, and Chile.

Q: How many employees does Medinah Minerals, Inc., USA employ???

A: None. There is no staff.